HomeMy WebLinkAboutStaff Report 2409-3470CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, December 02, 2024
Council Chambers & Hybrid
5:30 PM
Agenda Item
7.Approval of Professional Services Contract Number C25191563 with Navia Benefits
Solutions Inc. in an Amount Not to Exceed $179,730 as the City of Palo Alto’s
Administrator for City Employee Benefit Services of Flexible Spending Account (FSA),
Transportation Spending Account (TSA), Lifestyle Plan and Consolidate Omnibus Budget
Reconciliation Act (COBRA) for a Period of Five Years; CEQA Status – Not a Project.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Human Resources
Meeting Date: December 2, 2024
Report #:2409-3470
TITLE
Approval of Professional Services Contract Number C25191563 with Navia Benefits Solutions
Inc. in an Amount Not to Exceed $179,730 as the City of Palo Alto’s Administrator for City
Employee Benefit Services of Flexible Spending Account (FSA), Transportation Spending
Account (TSA), Lifestyle Plan and Consolidate Omnibus Budget Reconciliation Act (COBRA) for a
Period of Five Years; CEQA Status – Not a Project.
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to
execute Contract No. C25191563 (Attachment A), with Navia Benefits Solutions Inc., to provide
administration services for the City’s Flexible Spending Account (FSA), Transportation Spending
Account (TSA), Lifestyle Plan and Consolidate Omnibus Budget Reconciliation Act (COBRA) for a
term of five years and a total amount not-to-exceed $179,730.
BACKGROUND
Flexible Spending Account (FSA)
The City offers a flexible benefit plan that enables employees to pay certain expenses on a pre-
tax basis in accordance with IRS rules. Employees can allocate pre-tax funds to either a
Healthcare FSA plan or a Daycare FSA plan. The Healthcare FSA plan allows expenses for
medical, dental and vision to be paid using pre-tax dollars. Whereas the Daycare FSA plan
allows major childcare expenses, such as daycare, camps, babysitting, and preschool, to be paid
using pre-tax dollars. Employees who enroll in either the Healthcare Flexible Spending Account
(FSA) or the Daycare FSA plan select an annual contribution amount for one or both plans. This
elected amount is deducted from their paycheck on a pre-tax basis throughout the calendar
year. They can then use these funds to pay for eligible expenses which the administrative
services provider confirms meet eligibility requirements.
Transportation Spending Account (TSA)
The City also provides commuter benefits (TSA) for employees to elect annually. Employees
receive a monetary incentive if they utilize commuter benefits such as carpooling, bike, transit,
and vanpool. The administrative services provider processes eligible receipts and reimburses
employees. Monetary incentive provided under commuter benefit amount is negotiated with
employee groups.
Consolidated Omnibus Budget Reconciliation Act (COBRA)
COBRA provides employees and their families who lose their health benefits with the option to
continue receiving group health coverage through their employer. The City is legally obligated
to issue prompt notification to affected employees and their family members, outlining their
COBRA rights and the necessary steps to maintain their group health benefits if they choose to
do so. Under COBRA, eligible employees and their family members may extend their group
health benefits for up to 18 additional months by covering the full cost of the coverage. Human
Resources (HR) staff informs the administrative services provider when a former City employee
and/or their family members need COBRA documentation promptly mailed and processed to
ensure no gaps in medical or dental coverage.
FSA, TSA and COBRA administration are currently handled by one provider, Navia Benefits
Solutions.
ANALYSIS
Procurement Process
A request for proposals (RFP) was issued by the City’s benefit broker, Alliant, on behalf of the
City, after it was determined that Alliant’s RFP competitive solicitation process is in alignment
with the City’s. Alliant conducted a targeted approach, reaching out to four known FSA, TSA,
Lifestyle Plan, and COBRA providers. The solicitation period was posted for 15 days, and 3
proposals were received. The solicitation closed on June 21, 2024.
Table 1: Summary of Request for Proposal
Proposal Description
Request for Proposal for
COBRA/FSA/Commuter and Lifestyle Benefit
Proposed Length of Project 5 years
Number of Vendors Notified 4
Number of Proposal Packages Downloaded 3
Total Days to Respond to Proposal 15
Pre-Proposal Meeting No
Pre-Proposal Meeting Date N/A
Number of Proposals Received 3
Proposal Price Range $34,000 to $42,000 per year
Public Link to Solicitation N/A
The proposals were evaluated and determined to be responsive to the criteria in the RFP. The
City evaluated RFP responses based on each respondent's ability to provide excellent customer
service, provide efficient services and showcase technology which enhanced both the
participant and employer experience. Human Resources staff reviewed the proposals from
Navia Benefits Solutions (Navia), Priselac & Associates (P&A), WEX Health. After reviewing all
submissions against the three main objectives that the City had for this RFP, staff recommends
to continue services with our current provider, Navia. Navia’s proposal was superior for its
exceptional customer service, enhanced technology options and competitive pricing.
Navia has served as the City's administrator for FSA and TSA since 2016 and assumed the role of
City’s COBRA administrator in 2022. Navia has consistently met or exceeded customer service
needs for both plan participants and staff administration managing these benefits. They offer
multiple contact methods, an online platform, and mobile app enable participants to easily
submit Healthcare and Daycare FSA claims and receive assistance. COBRA notices are sent on
time, participants can set up ongoing payments through an online portal, and both participants
and staff benefit from dedicated support for any inquiries. Accurate administrative of benefits
can be tedious, Navia assigns a dedicated point of contact to address and resolve any concerns
related to the administration of these benefits and multiple options for processing and
updating employee enrollments. This scale of flexibility is important to support major updates
through processes like open-enrollment while still supporting the weekly on and offboarding of
individual staff throughout the year.
While preparing for this RFP, staff also included a new requirement for a Lifestyle Plan. Lifestyle
Plan enables employers to offer reimbursement for various activities, such as gym membership,
wellness programs, activities that promote health and a positive environment at the workplace,
Childcare Assistance and much more. Currently, the City offers some of these benefits and may
look to increase flexibility in the future. Benefits currently offered such as childcare assistance
and gym membership reimbursements are currently administered through manual processes
by staff in various departments including Human Resources and Administrative Service payroll.
Transitioning to a service provider for a cost of $4,000, will allow for knowledgeable staff
resources to be focused on more strategic initiatives.
FISCAL/RESOURCE IMPACT
The proposals from all providers presented comparable annual costs, ranging from $34,000 to
$42,000. Navia will continue to provide their services with no change to their current cost. The
annual cost for Navia will be $36,000 and is recommended to continue administering these
services due to their expertise and quality service.
Funds for the recommendations in this report to approve a contract for FSA, TSA, COBRA and
Lifestyle plan administration services are included in the FY 2025 Adopted Operating Budget of
the General Benefits Fund. Expenses in this fund are proportionally allocated out to
departments. Funding for future years will be subject to City Council approval through the
annual budget process. The current cost for administration of City of Palo Alto’s FSA, TSA and
COBRA benefit, adjusted to account for projected population and enrollment changes is
$32,000 annually; the new recommended contract maintains this annual cost for current
services. Additional $4,000 in annual cost for the Lifestyle Benefit will be incorporated into this
contract, as this is a new service.
STAKEHOLDER ENGAGEMENT
As a benefit service provider, employees will continue to interact with the current provider,
providing a smooth continuity of services. Implementation of new services will be coordinated
with partners such as Administrative Services and other to align business practices and ensure
both continuity and opportunities for improvement in current processes.
ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because approval of this contract
for benefit administration services is an organizational or administrative activity that will not
result in direct or indirect physical changes in the environment. CEQA Guidelines section
15378(b)(5).
ATTACHMENTS
Attachment A: Navia Benefits Solutions Inc., Contract C25191563.
APPROVED BY:
Sandra Blanch, Human Resources Director
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CITY OF PALO ALTO CONTRACT NO. C25191563 AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND NAVIA BENEFIT SOLUTIONS, INC. This Agreement for Professional Services (this “Agreement”) is entered into as of the 25th day of
November, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and NAVIA BENEFIT SOLUTIONS, INC., a Washington Corporation, located at 600 Naches Ave. SW, Renton WA 98057 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference: RECITALS A. CITY intends to contract for overall administration of Flexible Spending Account (FSA),
Transportation Spending Account (TSA), Lifestyle Plan and Consolidate Omnibus Budget
Reconciliation Act (COBRA) administration services (the “Project”) and desires to engage a consultant to perform these services in connection with the Project (the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the
necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution January 1, 2025 through December 30, 2029 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of
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this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure
detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses
specified therein, and the maximum total compensation shall not exceed One Hundred Seventy-Nine Thousand Seven Hundred Thirty Dollars ($179,730.00) for the term of the Five year contract. The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total
exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates,
and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule
of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and
pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have
sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT
under this Agreement shall meet the professional standard and quality that prevail among
professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
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errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost
to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner
in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether
imposed by federal, state or local law, including, but not limited to, FICA, income tax
withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent
or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY
shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement
will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the
parties. SECTION 12. SUBCONTRACTING. Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY
agrees that subcontractors may be used to complete the Services. The subcontractors authorized
by CITY to perform work on this Project are listed under the following hyperlink, which may be updated from time to time. https://www.naviabenefits.com/vendor-list/ CONSULTANT shall be responsible for directing the work of any subcontractors and for any
compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning
compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.
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SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Theo Miesse Email: tmiesse@naviabenefits.com as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the
substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key
personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative,
or present a threat to the adequate or timely completion of the Services or a threat to the safety of
persons or property. CITY’s Project Manager is Tarandeep Mann, Human Resources Department, Benefits Division, 250 Hamilton AvenuePalo Alto, CA, zipcode: 94301, Telephone: (650) 329-2574. CITY’s Project
Manager will be CONSULTANT’s point of contact with respect to performance, progress and
execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications,
computations, models, recordings, data, documents, and other materials and copyright interests
developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual
property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall
make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the
requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain
and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and
expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements
(“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
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16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of,
or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its
officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted shall
apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or
automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the approval
of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance,
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CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material
obligations under this Agreement, in addition to all other remedies provided under this Agreement
or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this
Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be
obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25,
27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).
SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303
With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of
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CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by
the Regulations of the Fair Political Practices Commission, CONSULTANT will file the
appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with
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waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or
greater post-consumer material and printed with vegetable-based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030
for each hour worked within the geographic boundaries of the City of Palo Alto. In addition,
CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to
time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict
with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
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1773.3(j). SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For
purposes of this Section 27, a “9204 Public Works Project” means the erection, construction,
alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical
safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose,
provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality
and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section
1798 et seq., as amended from time to time) and materials, in any form or media, tangible or
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this
Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of
confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an
authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing
so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in
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the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential
Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated
agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal
Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
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29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single binding
agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though
fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS EXHIBIT E: NAVIA BUSINESS ASSOCIATE AGREEMENT EXHIBIT F: CCPA COMPLIANCE
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT No. C25191563 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO
______________________ City Manager
APPROVED AS TO FORM:
______________________
City Attorney or Designee
NAVIA BENEFIT SOLUTIONS, INC. Officer 1
By:
Name: Hilarie Aitken
Title: CEO Officer 2
By:
Name: Craig Sandifer
Title: CFO
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EXHIBIT A SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all
times retain responsibility for public contracting, including with respect to any subsequent phase
of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information,
including all conceptual, preliminary, or initial plans or specifications prepared by
CONSULTANT pursuant to this Scope of Services. BENEFIT PLAN SERVICE SCHEDULE Employer has established one or more of the following Benefit Plans (the “Plan” or “Plans”) for
purposes of providing benefits administration and/or reimbursement of certain eligible expenses
incurred by Covered Individuals: • Cafeteria Plan Document and Forms • Health Flexible Spending Arrangement and Dependent Care Flexible Spending
Arrangement
• Health Reimbursement Arrangements • Section 132 Transportation and Parking Plan • Code Section 223 Health Savings Account
In addition Employer may offer one or more of the following other Plans for purposes of
complying with applicable laws or providing additional benefits. • Wellness Plan • Federal COBRA Administration • Direct Billing or Retiree Billing Administration
Article I. Standard Benefit Plan Services 1.1. Employer is solely responsible for the operation and maintenance of the Plans. It is Employer’s sole responsibility and duty to ensure that each Plan complies with the applicable laws and regulations, and Navia’s provision of Services under this Agreement does not relieve
Employer of this obligation.
1.2. If applicable to the particular Plan, Navia will provide Navia’s standard plan document, summary plan description, and forms to be used by Employer as a template for creating the governing documents for the Plan(s). Such standard documents and forms have been prepared in accordance with the standard of care set forth in the Agreement but are general in nature and do
not take into consideration facts and circumstances specific to Employer and Employer’s Plans.
Consequently, Navia makes no warranties and representations that such documents and forms will comply with applicable law as they relate to the Plan(s). Navia is not responsible for making any changes or amending the documents. It is Employer’s responsibility to review the documents
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and ensure they conform to the facts and circumstances specific to Employer and the Plans, and ensure the documents comply with applicable laws. Employer shall also make such documents available to Covered Individuals as required by law.
1.3. Employer will provide to Navia timely, accurate and complete information relating to the
Covered Individuals and the Plans as is necessary for Navia to satisfy its obligations hereunder. Employer will provide such information in a format identified by Navia. In the event that information is not timely reported or verified, and in the event that there are disbursements made by Navia that would not have been made if the occurrence had been reported on the same day of
each such occurrence, then Employer shall be responsible for such disbursements and shall
reimburse Navia therefore upon request by Navia. Employer shall be responsible for accurate Participant payroll deductions, reporting of deductions, and W-2 reporting. Employer understands and agrees that Navia may rely on all information provided to it by Covered Individuals and/or Employer in accordance with this Agreement as true and accurate without
further verification or investigation by Navia. Navia shall not be responsible and shall be
held harmless for the receipt of inaccurate and/or incomplete information or data files. Navia shall not be responsible for any delays in providing services under this Agreement and any financial or adverse consequences due to the receipt of the inaccurate and/or incomplete information or data files or for Employer’s failure to send data files.
1.4 If applicable to the Plan(s), Navia will make enrollment kits (describing the benefit), enrollment forms, online enrollment specification files, and claim forms available on the Website and/or to Employer for distribution to Covered Individuals. Navia is only obligated to process claims submitted to Navia in accordance with the instructions set forth on Navia’s claim forms.
Navia will process claims in accordance with applicable law, its standard operating procedures,
and the terms of the Plan to the extent that such terms are provided to Navia and are consistent with Navia’s standard operating procedures. Navia may also provide claims submission capabilities via online and through a smart phone application for certain Plans. If Navia denies a request for reimbursement, Navia will review the 1st level appeal. If the Plan provides for 2
levels of appeal Employer will be responsible for the final determination. Employer shall be the
fiduciary and Plan Administrator of the Benefits Plans and shall be responsible for interpreting the Plans, its provisions, terms and conditions and make any and all determinations as to eligibility, appeal, and change in status events, as applicable.
1.5 In the event that a Covered Employee is reimbursed less than is otherwise required by the
Plans, Navia will promptly adjust the underpayment to the extent that Employer has satisfied its funding obligations as set forth herein. If it is discovered that a Covered Employee was overpaid, or the Covered Employee fails to substantiate an Electronic Payment Card Transaction as required by applicable rules and regulations, Navia will make reasonable attempts to request
repayment of overpaid or unsubstantiated Electronic Payment Card claims or offset the ineligible
payment against any claims for future eligible expenses in accordance with applicable rules and regulations. If the Covered Employee fails to repay or offset, Navia will notify Employer upon Employer’s written request for such report or data. Employer is responsible for taking any additional action permitted or required by law (e.g., including such amounts in income or
garnishing wages consistent with applicable laws). Navia shall have no obligation to request
repayment or offset to the extent such overpayment is a result of Employer’s acts or omissions, such payments were authorized by Employer or Employer has failed to satisfy its funding obligations.
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1.6 The specific funding requirements are set forth in each Schedule. Generally, Employer shall make sufficient funds from its general assets available to pay benefits under the Plan(s). Employer shall grant Navia withdrawal authority over the account sufficient to enable it to pay
benefits. If at any time the amount of benefits payable under the Plan exceeds the amount in the
account Employer shall transfer an amount necessary to the account to fulfill its funding obligations under the applicable Plan(s). Navia may suspend processing all benefit payments, electronic payment cards, and any other reimbursements, and distributions in the event Employer fails make sufficient funds from its general assets available to pay benefits under the Plan(s)
and/or fails to fund the Plan(s) according to the relevant Schedule. Navia shall not be responsible
or liable for the funding of claims for benefits under any Plan. If at any time Navia has paid out more in benefits than received in funding (based upon either individual Covered Employee accounts or the Plan(s) aggregate balance) Employer shall deliver to Navia an amount equal to that deficit upon Navia’s written request. If such funding is not received within two (2) days
Navia may suspend all Services including but not limited to suspension of Electronic Payment
Cards and benefit reimbursements. 1.7 If relevant to the Plan(s), Navia shall provide on-site enrollment meetings and attendance at benefits fairs, as reasonably requested by Employer, for the Fee and costs set forth in the
Schedule.
1.8 Navia shall provide customer support weekdays, 5 a.m. to 5 p.m. Pacific Time, excluding holidays.
1.9 Navia will conduct Nondiscrimination Testing (“NDT”) required under the Code for the
attached Schedules. Navia will provide Employer with a Request for Information (“RFI”) form requesting the data necessary to complete the NDT. Within a reasonable amount of time after receipt of the requested information, Navia will provide test results, which will be based solely on the information provided by Employer and/or information maintained by Navia in accordance
with the Schedule. Such test results are not intended as legal or tax advice and shall not be relied
upon as legal or tax advice. Navia is under no obligation to advise Employer regarding specific corrective measures beyond providing the test results. 1.10 Employer may review reports summarizing the Plan via the Website. Employer is
responsible for
reviewing the reports submitted by Navia and notifying Navia of any errors of which it is aware within a reasonable period of time after reviewing them. Article II. Electronic Payment Card Services
2.1. If applicable to the Plan(s) selected in the attached Schedule(s), at Employer’s request and payment of all applicable Fees, the Card Services Provider may make an Electronic Payment Card available to Covered Individuals through which eligible expenses may be paid in accordance with the following terms:
2.2. Covered Employees or Employer shall provide to Navia a valid email address for each Covered Employee requesting an Electronic Payment Card.
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2.2.1. The Card Services Provider will issue an Electronic Payment Card to each Card Recipient within thirty (30) days of Navia’s receipt of the Covered Employee’s enrollment data or the Covered Employee’s online, electronic mail or form request. Employer understands and acknowledges that the Card Services Provider issues Electronic Payment Cards based solely on
the information provided by Employer. Navia and the Card Services Provider have no obligation
to verify or confirm that Card Recipients are Covered Individuals. 2.2.2. Card Recipients must agree to use the Electronic Payment Card in accordance with the terms of the Cardholder Agreement that accompanies the Electronic Payment Card. The
Electronic Payment Card will be deactivated if the Covered Individual fails to use the Electronic
Payment Card in accordance with the Cardholder Agreement or as otherwise required by applicable law. 2.2.3. The Electronic Payment Card may be used by Card Recipients to pay for eligible
expenses (as defined by applicable law and the applicable Plan to the extent consistent with
Navia’s standard operating procedures) in accordance with the applicable rules and regulations. 2.2.4. Navia will require substantiation of expenses paid with the Electronic Payment Card in accordance with the requirements set forth in the Code and/or other applicable guidance. The
Electronic Payment Card will be deactivated if the Card Recipient fails to provide the requested
substantiation in a timely manner as determined by Navia in accordance with Federal guidelines. 2.2.5. All Cards will be deactivated on the date this Agreement is terminated, the date that Employer fails to satisfy its funding obligations as set forth herein, the date Employer files for
bankruptcy and/or as necessary to prevent fraud or abuse (as determined by Navia).
2.2.6. A Fee of $5 will be assessed for lost, stolen, replaced, or additional Electronic Payment Card(s). The Fee may be deducted from the Covered Individual’s benefit.
HEALTH FLEXIBLE SPENDING ARRANGEMENT (“HEALTH FSA”) AND DEPENDENT
CARE FLEXIBLE SPENDING ARRANGEMENT (“DAY CARE FSA”) SCHEDULE BENEFIT PLAN SERVICE SCHEDULE(S) AND FEES This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the
Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement.
If there is a conflict between this Schedule and any other part of the Agreement with respect to the subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement controls. Capitalized terms not otherwise defined herein are defined as set forth in the Agreement. As part of the Services, Employer has asked Navia to assist it with Flexible
Spending Arrangement (“FSA”) administration as more particularly described in this Schedule
below. 1. RESPONSIBILITIES OF NAVIA
1.1. IMPLEMENTATION
1.1.1. Navia shall implement the Plan subject to the Plan Application and the direction and approval of Employer.
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1.2. PLAN PROCESSING AND ADMINISTRATION Navia shall: 1.2.1. Provide claim reimbursements by check or direct deposit. Such claim reimbursements will be issued within two (2) Business Days after the later of: (1) the scheduled processing date;
(2) the date Employer reconciles the Eligibility and Payroll Deduction Report (“EDR”) or
submits an approved payroll report; or (3) the receipt of funds as required in the funding section. 1.2.2. Provide notification of online availability of the EDR, Disbursement, and Year-to-Date report.
1.2.3. Provide annual year-end report within ninety (90) days after the Plan’s claims Run-Out
Period has expired. 1.2.4. Perform claims adjudication, including verification of date, service, and cost of service. 1.3. PLAN DESIGN OPTIONS
1.3.1. If Employer provides for the Grace Period under IRS Notice 2005-42 (the “Grace
Period”) Navia shall process claims against the prior Plan Year for services incurred through the 15th day of the third month following the end of the Plan Year. If applicable, apply any residual balance of Grace Period claims against the current Plan Year benefit. 1.3.2. If Employer provides for Carryover Administration under IRS Notice 2013-71 (the
“Carryover”) Navia shall:
1.3.2.1. Carry over the lesser of the balance in the Health FSA as of the Carryover Date or $500, from the previous year into the immediately following Health FSA Plan Year. The “Carryover Date” shall mean the date on or about the 15th day after the last day of the Run-Out Period.
The “Balance” shall mean Health FSA Plan Year election less disbursements of the Health FSA.
1.3.2.2. Reduce the prior year Health FSA election according to the amount of the Carryover. 1.3.2.3. Establish a Health FSA election for Covered Employees with Carryover amounts that failed to enroll in the Health FSA in the immediately following Health FSA Plan Year.
Monthly participant Fees shall apply as of the Carryover Date.
1.3.2.4. Adjudicate and process claims against the carryover amount after the Carryover Date. Upon request, Navia shall apply claims incurred in the immediately following year against unused amounts in the prior year before the Carryover Date. Such adjustments shall be subject to a Fee of $65.00 per adjustment.
2. RESPONSIBILITIES OF EMPLOYER 2.1. IMPLEMENTATION 2.1.1. Employer shall timely provide the Plan Application and any other information reasonably
necessary for Navia to satisfy its obligations hereunder.
2.2. REPORTING 2.2.1. Employer shall submit an approved payroll file or reconcile the EDR against payroll deductions for each processing date through the Website. If Employer cannot or does not
perform this responsibility, Navia may charge $65.00 per reconciled report. If Employer fails to
provide the approved payroll file or reconcile the EDR for more than forty-five (45) days from the pay date deduction Navia may suspend claim processing.
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2.3. FUNDING 2.3.1. Employer dollars equal to the amount of Covered Employee deductions are due ten (10) Business Days after the pay date deduction. In the event funding is not received within ten (10) days of the scheduled reimbursement date Navia may suspend claim processing.
GONAVIA SECTION 132 TRANSPORTATION AND PARKING PLAN SCHEDULE This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement.
If there is a conflict between this Schedule and any other part of the Agreement with respect to
the subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement controls. Capitalized terms not otherwise defined herein are defined as set forth in the Agreement. As part of the Services Employer has asked Navia to assist it with Transportation and Parking Plan administration (the “Plan”) as more particularly described in this Schedule
below.
1. RESPONSIBILITIES OF NAVIA 1.1. IMPLEMENTATION Navia shall: 1.1.1. Implement the Plan subject to the Plan Application and the direction and approval of
Employer
1.1.2. Design, prepare, and deliver Eligible Employee sign-up instructions and Plan communications. 1.2. REPORTING Navia shall:
1.2.1. Provide format for Initial Eligibility File and the Changes Only File. Initial Eligibility
File shall mean the file format sent at implementation of the Plan by Navia to Employer for Employer to populate with the Eligible Employee census data. The Changes Only File shall mean the file format sent by Navia to Employer for Employer to populate with only those newly Eligible Employees, terminated employees, and any Eligible Employee with updated census
data.
1.2.2. Provide Initial Payroll Deduction Report on the 21st of each month and Final Payroll Deduction Report on the second Business Day after providing the Initial Payroll Deduction Report. The Initial Payroll Deduction Report shall mean the report detailing funds ordered, adjustments, and, if applicable, any Employer subsidy as of 11:59 PST on the 20th of the month.
The Final Payroll Deduction Report shall mean the Initial Payroll Deduction Report as amended
by Employer for that month. 1.3. PLAN DESIGN OPTIONS - PAY ME DIRECTLY If selected on the Plan Application, Navia shall provide optional Pay Me Directly administration
for some or all Qualified Transportation Benefits as defined in the Internal Revenue Code
Section 132. The Pay Me Directly Plan shall mean an optional program whereby Navia issues reimbursements directly to Eligible Employees in the form of direct deposit or checks for Qualified Transportation Benefits.
2. RESPONSIBILITIES OF EMPLOYER
2.1. IMPLEMENTATION 2.1.1. Employer shall timely provide the Plan Application and any other information reasonably
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necessary for Navia to satisfy its obligations hereunder. 2.2. REPORTING Employer Shall: 2.2.1. Provide the Initial Eligibility File forty-five (45) days prior to the effective date of the
Plan. Each month thereafter Employer shall provide the Changes Only File by the fifth (5th) of
the month. If Employer fails to provide the Changes Only File by the fifth (5th) of the month Navia will use the current Eligible Employee data. 2.2.2. Send corrections and adjustments to the Initial Payroll Deduction Report (including newly ineligible employees) to commuter@naviabenefits.com by noon PST of the second (2nd)
Business Day after Navia sends the Initial Payroll Deduction Report. Verbal corrections and
adjustments will not be accepted. 2.2.3. Report all new Eligible Employees, changes in Eligible Employee information, terminations, and leaves-of-absence, on the same day of such. Employer shall not terminate employees by exclusion from the Changes Only File. Any employee termination, leave-of-
absence, and newly ineligible employees occurring between 11:59 PST on the 20th of the month
and the second (2nd) Business Day after receiving the Initial Payroll Deduction Report shall be reported as provided in this section. 2.3. FUNDING 2.3.1. Employer shall authorize Navia to direct debit for amounts listed in the Final Payroll
Deduction Report. Navia shall initiate direct debit of Employer’s checking or savings account on
the third (3rd) Business Day after Navia sends the Initial Payroll Deduction Report. CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985 (“COBRA”) SCHEDULE
Employer has independently concluded that one or more of its plans that provide medical care (“Health Plans”) are subject to the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as subsequently amended. Consequently, Employer is required to perform certain acts in order to comply with COBRA.
This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement. If there is a conflict between this Schedule and any other part of the Agreement with respect to the subject matter of this Schedule, the Schedule will control. In all other conflicts, the
Agreement controls. Capitalized terms not otherwise defined herein are defined by COBRA or
as set forth in the Agreement. As part of the Services, Navia will provide COBRA-related administrative assistance (the “COBRA Administration”) for designated Health Plans communicated in writing to Navia and as
more particularly described in this Schedule below.
1. RESPONSIBILITIES OF NAVIA 1.1. Navia shall implement the COBRA Administration subject to the Plan Application and the direction and approval of Employer
1.2. Navia will distribute its standard COBRA General Notice by first class mail or other permitted distribution method to the last known address of each Eligible Employee and, when required by applicable law, the spouse or dependent as soon as reasonably possible but no later
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than fourteen (14) days after receiving the information necessary to complete and send a COBRA General Notice from Employer. Navia will distribute its standard COBRA Specific Rights Notice and COBRA Election Form by first class mail or other permitted distribution method to the last known address of the Qualified Beneficiary as soon as reasonably possible but
no later than fourteen (14) days after receiving the information necessary to complete the
COBRA Election Form from Employer, or where applicable, from the Qualified Beneficiary. 1.3. Navia has no obligation to resend any COBRA General Notices, COBRA Specific Rights Notice, COBRA Election Forms, late payment reminders, termination notifications, or any other
form, document, or communication that is returned undeliverable.
1.4. If Navia receives notice from a Qualified Beneficiary that a qualifying event has occurred or a Qualified Beneficiary has been determined to be disabled by the Social Security Administration, and such Qualified Beneficiary is not eligible for COBRA for any reason, Navia
will send a notice of ineligibility by first class mail as soon as reasonably possible but no later
than fourteen (14) days after receiving notice from such Qualified Beneficiary. 1.5. Navia will process the COBRA Election Forms submitted by Qualified Beneficiaries in accordance with applicable law and Employer’s instructions. Employer is responsible for
providing all information not otherwise required to be provided by the Qualified Beneficiary that
Navia reasonably believes is necessary to process COBRA Election Forms. 1.6. Upon Employer’s written request, Navia will send an open enrollment materials and open enrollment election form to the last known address of the Qualified Beneficiary to the extent
Employer has provided the information necessary to complete and distribute the open enrollment
election form. Upon Employer’s written request, Navia will also process any mid-year changes in elections in accordance with Employer’s Health Plan Document and applicable law. 1.7. Navia will notify the Qualified Beneficiary of the COBRA premium and the applicable
due dates, as determined by Employer and the applicable due dates. s
1.8. Navia will collect premiums from Qualified Beneficiaries (or third parties on behalf of Qualified Beneficiaries where applicable). All premiums collected by Navia in accordance with this Schedule will be deposited into a separate account for the use of paying premiums
established for such purpose at a financial institution of Navia's choosing. Any interest generated
on such account shall belong to Navia as reasonable compensation under this arrangement. Navia may use such funds for any legal purpose including, but not limited to, to offset any fees of the financial institution with respect to such account. To the extent that such interest (after deducting applicable fees) is not in excess of LIBOR plus 2-percent, Navia shall be entitled to retain such
interest. Navia will return interest earned in excess of these permissible amounts to the Employer
and the Employer agrees that it will use such amounts in accordance with applicable laws, including but not limited to ERISA when applicable. Premium payments collected by Navia shall at all times be the property of the Employer, and, notwithstanding any terms herein to the contrary, shall be held by Navia acting on behalf of the Employer, except that Navia shall be
entitled to retain any interest earned on such payments as well as the 2% surcharge
administrative fee paid by such COBRA QB. Navia will send to Employer all premiums collected in accordance with this Schedule, reduced by a 2% administration Fee, by the 20th day following the end of month in which the premiums were collected. Alternatively, Navia will
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remit collected premiums to appropriate third parties as directed in the New Plan Setup or upon prior written amendment or prior written instruction from Employer. Navia is not responsible for paying the balance of the carrier invoice. Navia shall remit premiums collected but is not responsible for any failure of payment of carrier invoice for premiums not collected.
1.9. Navia will send a notice by first class mail to the last known address of the Qualified Beneficiary indicating that COBRA coverage is terminating or has terminated. The notice of termination will be sent as soon as reasonably possible but no later than a reasonable amount of time after COBRA coverage has ended.
1.10. Navia will provide responses to inquiries by providers and/or insurance Carriers regarding coverage status of Qualified Beneficiaries. All responses will be based solely on the information provided by Employer and maintained by Navia in accordance with this Schedule.
1.11. Navia will provide Employer with monthly remittance reports (an itemized status report
of Qualified Beneficiaries). Employer is responsible for reviewing the report posted by Navia and notifying Navia of any errors of which it is aware within fourteen days of the report being posted. Navia is not responsible for any errors due the Employer’s failure to review reports within the required timeframe.
1.12. Navia has no responsibility for the payment or reimbursement of health care claims. 1.13. Navia may deposit all COBRA premiums it receives in a bank account from which Navia shall remit payments to the Employer as required or permitted under this Agreement. Navia will
maintain an accounting of the premiums in the bank account that are allocable to the Employer,
adjusted for the remittances and for the reduction for fees. 1.14. The scope of Navia’s Services as it relates COBRA includes Qualified Beneficiaries who are receiving COBRA coverage at the Effective Date of this Agreement, Qualified Beneficiaries
in their election period that have already received a specific rights notice, Qualified Beneficiaries
who have experienced a qualifying event in the thirty days prior to the Effective Date, as well as Qualified Beneficiaries who experience Qualifying Events on or after the Effective Date of this Agreement.
2. RESPONSIBILITIES OF EMPLOYER
2.1. Employer shall timely provide the Plan Application and any other information necessary for Navia to satisfy its obligations hereunder.
2.2. Employer shall notify all relevant Carriers that Navia is the COBRA administrator before
the effective date of the COBRA Administration. 2.3. It is Employer’s sole responsibility to reconcile the Carrier invoice with the remittance report provided by Navia within thirty 30 days of receipt. Any errors resulting from the failure to
do so will be the sole responsibility of Employer.
2.4. Employer will provide the required notice data to Navia within 30 days of the date of COBRA Qualifying Event that is due to:
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2.4.1. Divorce or legal separation. 2.4.2. Child reaching the limiting age. 2.4.3. Termination of an employee’s employment.
2.4.4. Reduction in an employee’s hours that results in a loss of coverage under the Health Plan.
2.4.5. Employee’s death; or 2.4.6. Employee’s entitlement to Medicare that results in a loss of coverage under the Health Plan for the employee’s spouse or dependent child. 2.4.7. Knowledge of second qualifying event, notice of disability determination and notice of
change in disability status.
2.4.8. If Employer does not provide Navia the complete required notice data until after the 30 - day period expires, Navia will provide the Qualified Beneficiaries their Specific Rights Notice within fourteen (14) days after receiving the data, but subject to the following condition: if a Qualified Beneficiary timely elects COBRA, Employer will have sole responsibility (a) for any
adverse consequences (including, for example, a Carrier’s refusal to provide coverage or a stop-
loss insurer’s refusal to reimburse claims because the Carrier or insurer deems Employer to have provided untimely notice under COBRA) and (b) for ensuring the availability of continuation coverage to the Qualified Beneficiary for the maximum coverage period under COBRA.
2.5. Employer will notify Navia, in writing, of the premium rates and will do so at least forty-five (45) days before their effective date. If Employer notifies Navia of new premium rates less than forty-five (45) days before their effective date, Navia may defer implementing the new premium rates to the first day of the first month that occurs more than forty-five (45) days after
Employer’s notification to Navia. In the event Employer fails to timely report new premium rates
to Navia, Employer shall be liable for any resulting consequences, including, but not limited to, funding any premium shortfall, reinstating coverage, or other negative consequence. 2.6. If the Carrier requires premium rate payment information within a specific timeframe, it
is Employer’s responsibility to independently obtain the information from the Website and to
provide it to the Carrier. 2.7. Employer will promptly notify Navia in writing when Employer becomes aware of address changes of its employees, their spouses, and/or dependent children who are receiving
continuation coverage. Navia shall not be responsible for any consequences caused by
Employer’s failure to promptly notify Navia up address changes. 2.8. Employer will promptly notify Navia in writing if it becomes aware that a Qualified Beneficiary who is receiving continuation coverage:
2.8.1. has become entitled to Medicare;
2.8.2. has become covered by another Employer’s group Health Plan; 2.8.3. has been determined to be disabled by the Social Security Administration; 2.8.4. has been determined to be no longer disabled by the Social Security Administration; 2.8.5. has become divorced or legally separated; or
2.8.6. no longer is a dependent child according to the terms of the Health Plan.
2.9. Employer will promptly notify Navia in writing when the Employer is no longer subject to COBRA.
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2.10. Employer has the responsibility to pay, or to cause to be paid, all excise taxes required under Internal Revenue Code section 4980B, as and when required, and to file, or to cause to be filed, IRS Form 8928, as and when required.
LIFESTYLE PLAN ADMINISTRATION SCHEDULE Navia will assist Employer with Lifestyle Plan administration as more particularly described in this Schedule below.
1. RESPONSIBILITIES OF NAVIA 1.1. IMPLEMENTATION 1.1.1. Implement the Plan subject to the Plan Application and the direction and approval of Employer.
1.1.2. Prepare a Lifestyle Communication to Employer for review. A “Lifestyle
Communication” shall mean a communication that describes the Plan Year, benefit amount, eligible expenses, claims process, Run-Out Period, and other necessary Plan design features as determined by Employer and communicated to Navia.
1.2. PLAN PROCESSING AND ADMINISTRATION Navia shall:
1.2.1. Provide claim reimbursements by check or direct deposit. Such claim reimbursements will be issued within two (2) Business Days after the later of: (1) the scheduled processing date; (2) the date Employer reconciles the Eligibility and Payroll Deduction Report (“EDR”) or submits an approved payroll report; or (3) the receipt of funds as required in the funding section.
1.2.2. Provide notification of availability of disbursement and year-to-date report to Employer
on each reimbursement processing date. 2. RESPONSIBILITIES OF EMPLOYER 2.1. IMPLEMENTATION
It is the intention of Employer to timely provide the Plan Application and any other information
reasonably necessary for Navia to satisfy its obligations hereunder. 2.2. PLAN COMPLIANCE 2.2.1. It is the intention of Employer to provide a Lifestyle Plan that is not subject to COBRA,
HIPAA, or ERISA and that the benefit will be provided on a post-tax basis;
2.2.2. In the event Employer designs a Lifestyle Plan subject to COBRA, HIPAA, ERISA, Lifestyle rules, the ADA, and/or IRS Code section 105 then Employer will ensure compliance with such applicable laws, pay any applicable Fees, and file any required tax or governmental
returns, including, but not limited to, the 5500 or any applicable schedules.
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EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.
Milestones Completion Number of Days (as specified below) from NTP
1. TPA Assigned Within 10 days
2. Employer welcome packet sent to City Within 10 days
3. Initial conference call scheduled Within 14 days
4. Initial conference call held 20 days after Begin Date
5. Rate information sent to Consultant 45 days prior to effect date of contract
6. Census date sent to Navia 40 days prior to effect date of contract
7. Carrier contact information sent to Navia 30 days prior to effect date of contract
8. Welcome letters sent to all pending
participants; welcome letters & coupons sent to all enrolled
30 days prior to effect date of contract
9. Final census wit paid-through dates and
overpayments
15 days after effective date of contract
10. Payments of overpayments (advanced
premiums)
15 days after effective date of contract
11. COBRA team introduction/online
COBRA noticing
20 days after effective date of contract
12. COBRA online system training 45 days after effective date of contract 13. Monthly COBRA activity reports sent to client 10th day of each month
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EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule
attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all
Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4),
within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and
other ordinary business expenses, are included within the scope of payment for Services and
are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will
be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.
.
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EXHIBIT C-1 SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
COBRA: $0.44 Per Employee Per Month Estimate of 1200 employees
$5 per manual entry for COBRA Estimate of 500 separations over the length of contract Annual Fee: $250
Notices $3 per notice. Estimate 100 notice over the length of contract Commuter
$3 Per Participant Per Month
Monthly Minimum - $25.00 Estimate of 100 employees FSA
$3.50 Per Participant Per Month
Estimate of 500 employees Lifestyle Program $2.20 Per Participant Per Month
Estimate 150 employees
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EXHIBIT D INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES
AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES
PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
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EXHIBIT E BUSINESS ASSOCIATE AGREEMENT
This Exhibit is incorporated into and made part of the Agreement. The responsibilities of the Parties set forth in this Exhibit are in addition to any responsibilities set forth in the Agreement. If there is a conflict between this Exhibit and any other part of the Agreement with respect to the subject matter of
this Exhibit, this Exhibit will control. In all other conflicts, the Agreement controls. This Exhibit is intended to comply with the Business Associate Agreement provisions set forth in 45 CFR §§ 164.314 and 164.504(e), and any other applicable provisions of 45 CFR parts 160 and 164, issued pursuant to
the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 as amended, including by the Health Information Technology for Economic & Clinical Health Act of the American Recovery and Reinvestment Act of 2009 ('ARRA"), (collectively "HIPAA"). Navia recognizes that in the performance of Services under the Agreement it may have access to, create, and/or receive from the Benefit Plan(s) or on its behalf Protected Health Information ("PHI'). For purposes herein, PHI shall have the meaning given to such term in 45 CFR § 164.103, limited to the information created or received from the Benefit Plan(s) or on its behalf by Navia. Whenever used in this Exhibit A other capitalized terms shall have the respective meaning set forth below or in the Agreement, unless a different meaning shall be clearly required by the context. In addition, other capitalized terms used in this Exhibit A but not defined herein or in the Agreement, shall have the
same meaning as those terms are defined under HIPAA. This Exhibit shall be automatically amended to incorporate changes by Congressional act or by regulations of the Secretary that affect Business Associate or Covered Entity’s obligations under this Exhibit. 1. Definitions 1.1. Breach. “Breach” shall have the same meaning as the term “breach” in 45 CFR
164.402. 1.2. Business Associate. “Business Associate” shall mean Navia Benefit Solutions, Inc. (“Navia”). 1.3. Covered Entity. “Covered Entity” shall mean the Benefit Plan(s). 1.4. Electronic Protected Health Information. “Electronic Protected Health Information” (“ePHI”) shall have the same meaning as the term “electronic Protected Health Information” in 45 CFR 160.103, limited to the information created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity. 1.5. HHS. “HHS” shall mean the Department of Health and Human Services. 1.6. HIPAA. “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996.
1.7. HITECH. “HITECH” shall mean the Health Information Technology for Economic and Clinical Health Act. 1.8. Individual. “Individual” shall have the same meaning as the term “individual” in 45 CFR 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g). 1.9. Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually
Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E. 1.10. Protected Health Information. “Protected Health Information” (“PHI”) shall have the same meaning as the term “protected health information” in 45 CFR 160.103, limited to the information created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity.
1.11. Required by Law. “Required by Law” shall have the same meaning as the term “Required by Law” in 45 CFR 164.103.
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1.12. Secretary. “Secretary” shall mean the U.S. Secretary of the Department of Health and Human Services or his or her designee. 1.13. Security Incident. “Security Incident” shall have the same meaning as the term
“security incident” in 45 CFR 164.304. 1.14. Security Rule. “Security Rule” shall mean the Security Standards and Implementation Specifications at 45 CFR Part 160 and Part 164, subparts A and C. 1.15. Standards for Electronic Transactions Rule. “Standards for Electronic Transactions Rule” means the final regulations issued by HHS concerning standard transactions and code sets under the Administration Simplification provisions of HIPAA, 45 CFR Part 160 and Part 162. 1.16. Subcontractor. “Subcontractor” shall have the same meaning as the term “subcontractor” in 45 CFR 160.103. 1.17. Unsecured Protected Health Information. “Unsecured Protected Health Information” shall have the same meaning given the term “unsecured protected health information”
in 45 CFR 164.402. 2. Obligations and Activities of Business Associate
2.1. Business Associate agrees to not use or disclose PHI other than as permitted or required by this Agreement or as Required by Law. 2.2. Business Associate agrees to take reasonable efforts to limit its use and disclosure of,
and requests for, PHI to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request. The foregoing minimum necessary standard does not apply to: 1) disclosures or requests by a health care provider for treatment purposes; (2) disclosures to the Individual who is the subject of the information; (3) uses or disclosures made pursuant to an Individual’s authorization; (4) uses or disclosures required for compliance with HIPAA; (5) disclosures to HHS when disclosure of information is required under the Privacy Rule for enforcement purposes; (6) uses or disclosures that are required by other law. 2.3. Business Associate agrees to develop, implement, maintain, and use appropriate administrative, technical, and physical safeguards to protect the privacy of PHI and comply with applicable requirements under the Security Rule.
2.4. Business Associate shall notify Covered Entity of any Breach of Unsecured PHI of which it becomes aware. Such notice shall include, to the extent possible, the information listed in Section 2.6. A Breach shall be treated as discovered as of the first
day on which such Breach is known, or by exercising reasonable diligence would have been known, to any person, other than the individual committing the Breach, who is an employee, officer, or other agent of Business Associate.
2.5. Notice shall be made without unreasonable delay and in no case later than sixty (60) calendar days after the discovery of a Breach by Business Associate. 2.6. Notice of a Breach shall include, to the extent possible the following: 2.6.1. Identification of each individual whose Unsecured PHI has been or is reasonably believed to have been accessed, acquired, used, or disclosed as a result of the breach. 2.6.2. A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known. 2.6.3. A description of the types of Unsecured PHI that were involved in the Breach (such as full name, Social Security number, date of birth, home address, or account number).
2.6.4. The steps Individuals should take to protect themselves from potential harm resulting from the Breach. 2.6.5. A brief description of any action taken to investigate the Breach, mitigate
losses, and to protect against any further Breaches.
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2.6.6. Contact procedures for Individuals to ask questions or learn additional information, which shall include a toll-free telephone number, an e-mail address, web site, or postal address.
2.7. If a law enforcement official determines that a notification or notice would impede a criminal investigation or cause damage to national security, such notification, notice or posting shall be delayed in accordance with 45 CFR 164.412. Upon Covered Entity’s request, Business Associate will provide notice of Breach to the Individual(s) affected and such notice shall include, to the extent possible, the information listed in 2.6., unless, upon occurrence of a Breach, Covered Entity requests to disseminate or Business Associate and Covered Entity agree that Covered Entity will disseminate the notice(s). Any notice provided by Covered Entity to the Individual(s) shall comply with the content requirements listed in section 2.6., as well as any requirements provided under HIPAA, HITECH, and other applicable government guidance. Any notice required to be provided to HHS will be provided by
Covered Entity. Business Associate agrees to report to Covered Entity any Use or Disclosure of PHI not provided for by this Exhibit and/or any Security Incident of which it becomes aware, provided that notice is hereby deemed given for
Unsuccessful Security Incidents and no further notice of such Unsuccessful Security Incidents shall be given. For purposes of this Section, “Unsuccessful Security Incidents” mean, without limitation, pings and other broadcast attacks on Business
Associate’s firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, as long as no such incident results in unauthorized access, acquisition, Use, or Disclosure of Protected Health Information. Notification(s) under this Section, if any, will be delivered to contacts identified by the Employer by any means Business Associate selects, including through e-mail. Business Associate’s obligation to report under this Section is not and will not be construed as an acknowledgement by Business Associate of any fault or liability with respect to any Use, Disclosure, or Security Incident. 2.8. Business Associate shall require each of its subcontractors, agents, or brokers, that creates, receives, maintains, or transmits PHI on behalf of Covered Entity to enter into a written agreement with Business Associate that provides satisfactory assurances that
the subcontractor will appropriately safeguard that information, including without limitation the subcontractor’s agreement to be bound by the same restrictions and conditions that apply to Business Associate with respect to such information.
2.9. Business Associate agrees to make internal practices, books, and records, including policies and procedures and PHI relating to the use and disclosure of PHI available to the Secretary, within ten (10) Business Days after receipt of written request or
otherwise as designated by the Secretary for purposes of the Secretary determining Covered Entity’s compliance with the Privacy Rule 2.10. Business Associate agrees to document disclosures of PHI and information related to such disclosures as required for Covered Entity to respond to a written request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. Business Associate will not be obligated to record disclosures of PHI or otherwise account for disclosures of PHI if neither Covered Entity nor Business Associate is required to account for such disclosures pursuant to the Privacy Rule. 2.11. Business Associate agrees to provide to Covered Entity or, upon Covered Entity’s request, to an Individual, within ten (10) Business Days after receipt of written request, information collected in accordance with Section 2.10 of this Exhibit, in order
to permit Covered Entity to respond to a written request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. 2.12. Business Associate agrees to provide access, at the request of Covered Entity and
within ten (10) Business Days after receipt of written request, to PHI in the custody
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and control of Business Associate in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524. If PHI is maintained in a Designated Record Set electronically, and
an electronic copy of such PHI is requested, Business Associate will provide an electronic copy in the form and format requested if it is readily producible in such form and format. If it is not readily producible in such format, Business Associate will work with the Covered Entity or, at the Covered Entity’s request, the individual to determine an alternative form and format that enable Covered Entity to meet its electronic access obligations under 45 CFR 164.524. 2.13. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set in the custody or control of Business Associate within ten (10) Business Days after receiving written request from the Covered Entity or, upon Covered Entity’s request, as requested in writing by an Individual pursuant to 45 CFR 164.526. 2.14. In the event that Business Associate transmits or receives any Covered Electronic
Transaction on behalf of the Covered Entity, it shall comply with all applicable provisions of the Standards for Electronic Transactions Rule to the extent Required by Law, and shall ensure that any subcontractors or agents that assist Business Associate
in conducting Covered Electronic Transactions on behalf of the Covered Entity agree in writing to comply with the Standards for Electronic Transactions Rule to the extent Required by Law.
2.15. Business Associate shall not directly or indirectly receive payment in exchange for any PHI of an Individual unless Covered Entity or Business Associate received a valid authorization from the Individual, in accordance with 45 CFR 164.508, unless permitted under the HIPAA rules. 2.16. Business Associate shall not use PHI for marketing purposes without a valid authorization from the affected Individuals, unless such communication is permitted under the HIPAA rules 2.17. Business Associate shall not use or disclose genetic information for underwriting purposes in violation of the HIPAA rules. 3. Permitted Uses and Disclosures by Business Associate
3.1. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity related to the Administrative Services Agreement between Business Associate
and Covered Entity. 3.2. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of Business Associate, provided that
such disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instance of which it is aware in which the confidentially of the information has been Breached. 3.3. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B). 3.4. Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the
legal responsibilities of Business Associate. 3.5. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 164.502(j)(1).
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3.6. Except as expressly permitted by this Agreement, Business Associate shall not use or disclose PHI in any manner that would violate the requirements of the Privacy Rule if done by Covered Entity.
4. Obligations of Covered Entity and Employer 4.1. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI. 4.2. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI. 4.3. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or
disclosure of PHI. 4.4. Employer acknowledges and agrees that Business Associate may disclose PHI in its possession to Employer’s workforce as necessary to administer the Plan(s). Employer
shall timely notify Business Associate in writing or through Business Associate’s online portal of any terminations or changes of such employees. 5. Permissible Requests by Covered Entity 5.1. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity, except for uses or disclosures for the purposes of data aggregation, management, and administrative activities of Business Associate. 6. Miscellaneous 6.1. It is agreed that due to the manner in which PHI is retained and the retention requirements of the Internal Revenue Service, returning or destroying all of the PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity, is infeasible. Therefore, Business Associate shall extend the
protections of this Agreement to such PHI and shall limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.
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Professional Services Rev. Jan 29, 2024 Page 34 of 35
EXHIBIT F THE CALIFORNIA PRIVACY RIGHTS ACT OF 2020
SERVICE PROVIDER AGREEMENT The Exhibit sets out Navia’s service provider obligations under the California Privacy Rights Act of 2020 (“CPRA”). Effective January 1, 2023, business must impose written contractual obligations on service providers that process certain personal information. This Exhibit shall be incorporated into and be made part of the Agreement only in the event Navia receives Personal Information from or on behalf of the
Employer (hereinafter “Client”). The responsibilities of the Parties set forth in this Exhibit are in addition to any responsibilities set forth in the Agreement. If there is a conflict between this Exhibit and any other part of the Agreement with respect to the subject matter of this Exhibit, this Exhibit will control. In all other conflicts, the Agreement controls. This Exhibit governs how Navia processes Client Personal Information (as defined below) in connection with Navia’s services to Client. Navia agrees to process Client Personal Information according to the following provisions:
1. Definitions: (a) “Business Purpose” means the use of Client Personal Information for Client’s and Navia’s operational purposes in connection with Navia’s services to Client that are consistent with the obligations under the CCPA, including:
i. Debugging to identify and repair errors that impair existing intended functionality;
ii. Short-term, transient use;
iii. Performing services on behalf of Client, including maintaining or servicing benefits,
providing customer service, processing or fulfilling transactions, verifying customer
information, processing payments, providing analytic services, providing storage, or
providing similar services on behalf of Client;
iv. Undertaking internal research; and v. Undertaking activities to verify, maintain, and improve the quality of Client’s and/or
Navia’s services.
(b) “Client Personal Information” means all personal information (as defined in the CCPA) that
Navia collects or processes from or on behalf of Client in connection with providing services to Client. Client Personal Information does not include: i. Medical information governed by the Confidentiality of Medical Information Act (Part 2.6 (commencing with Section 56) of Division 1); or ii. Protected health information that is collected by a covered entity or business associate
governed by the privacy, security, and breach notification rules issued by the United States Department of Health and Human Services, Parts 160 and 164 of Title 45 of the Code of Federal Regulations, established pursuant to the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191) and the Health Information Technology for Economic and Clinical Health Act (Public Law 111-5). (c) “Navia Subprocessor” means any natural or legal person that assists Navia in processing Client Personal Information on behalf of Client.
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Professional Services Rev. Jan 29, 2024 Page 35 of 35
2. Disclosure Limited to Business Purposes. Client is disclosing, and Navia will process, Client Personal Information only for Business Purposes.
3. Navia Obligations: (a) CCPA compliance. Navia will process Client Personal Information in compliance with the CCPA. Navia shall notify Client if Navia makes a determination that it can no longer meet its processing obligations under the CCPA. (b) No sale or sharing. Navia will not “sell” or “share” (as defined under the CPRA) Client Personal Information. (c) Direct business relationship. Navia will not retain, use, disclose or otherwise Process Client Personal Information outside of its direct business relationship with Client, except as expressly permitted by applicable law.
(d) No other purposes. Navia will not retain, use, or disclose Client Personal Information for any commercial or other purpose other than Business Purposes, except as expressly permitted by applicable laws. (e) No personal information combinations. Navia will not combine Client Personal Information with personal information that Navia receives from, or on behalf of, other persons, or collects from its own interaction with a consumer, except as expressly permitted by applicable law.
(f) Subprocessors. Navia shall bind Navia Subprocessors by written contracts that comply with applicable law. Navia may engage Navia Subprocessors and provide notice to Client upon Client’s written request.
(g) Consumer rights requests. Navia will provide clients with commercially reasonable support to handle requests made by their employees pursuant to the CCPA. (h) Security measures. Navia shall implement reasonable security procedures and practices
appropriate to the nature of Client Personal Information to protect Client Personal Information from unauthorized or illegal access, destruction, use, or modification. Facility Audit Rights: Navia also will provide you with support in the event you seek an inspection of our facilities, subject to reasonable time, place, and manner limitations and to your entering a reasonable written confidentiality agreement, and in exchange for a reasonable fee. All other audits will be performed in accordance with Section 15 (Audits) of this Agreement.
Docusign Envelope ID: 4DB41C13-1C75-487C-BFAA-D84F101D97DA