R10-117
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1 RESOLUTION NO. RIO-II '1
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3 · A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 II FLORIDA, APPROVING AN AGREEMENT WITH MANGROVE
5 BENEFIT SERVICES, INC., TO PROVIDE FLEXIBLE
6 SPENDING ACCOUNT (FSA) ADMINISTRATION;
7 AUTHORIZING THE EST ABLISHMENT OF A REQUIRED
8 DISBURSEMENT ACCOUNTS AND RELATED SIGNA TORIES
9 TO PROCESS PAYMENTS; PROVIDING AN EFFECTIVE
10 DATE.
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13 WHEREAS, the City Commission of the City of Boynton Beach desires to authorize
14 the City Manager to execute an Agreement with Mangrove Benefit Services, Inc., to provide
15 flexible Spending Account administration for a benefit plan that allows employees to pay for
16 certain health care and dependent care expenses on a pre-tax basis; and
17 WHEREAS, the City Commission of the City of Boynton Beach desires to authorize
18 the establishment of required disbursement accounts and related signatories to process
19 payments.
20 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
21 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
22 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
23 being true and correct and are hereby made a specific part of this Resolution upon adoption
24 hereof.
25 Section 2. The City Commission of the City of Boynton Beach, Florida does
26 hereby approve authorize the City Manager to execute an Agreement with Mangrove Benefit
27 Services, Inc., to provide flexible Spending Account administration for a benefit plan that
28 allows employees to pay for certain health care and dependent care expenses on a pre-tax
29 basis.
30 Section 3. The City Commission of the City of Boynton Beach, Florida does
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S ICAIRESO\Reso - Approve Mangrove Benetll (FSA) doc
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1 I i hereby authorize the City Manager to execute such documents as are necessary to establish
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disbursement accounts and related signatories to process payments. i
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3 Section 4. This Resolution shall become effective immediately upon passage.
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4 PASSED AND ADOPTED this ~ day of September, 2010.
5 7F ~OYNTON BEACH, FLORIDA
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21 ATTEST:
22 Yn.~
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24 . Prainito, MMC
25 lerk
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S:\CA\RlSO\Reso - Approve Mangrove Benetll (FSA).doc
R 10 - II,
MANGROVE BENEFIT SERVICES, INC.
FLEXIBLE SPENDING ACCOUNT ADMINISTRATIVE SERVICES AGREEMENT
WITH
CITY OF BOYNTON BEACH
THIS AGREEMENT (hereinafter referred to as the "Agreement") is entered into as of the ~ day of October . 20 10 (the
"Effective Date") by and between Mangrove Benefit Services. Inc. (hereinafter referred to as "Mangrove"), a Florida corporation and City of
Boynton Beach (hereinafter referred to as "Plan Sponsor") which sponsors an employee welfare benefit plan. Recurring service to begin on the
_lst_ day of_October 1,2011
WITNESSETH THAT:
WHEREAS, the Plan Sponsor sponsors an employee flexible spending account plan (hereinafter referred to as the "Plan") and is
responsible for the administration of the Plan; and
WHEREAS, the Plan Sponsor desires to retain Mangrove and Mangrove desires to accept such appointment to provide administrative
services for the Plan and the Plan Sponsor in accordance with the requirements of the Internal Revenue Code and the Employee Retirement Income
Security Act of 1974 ("ERISA") pertaining to flexible spending accounts ("FSAs").
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, Mangrove and the
Plan Sponsor hereby agree upon the following terms and conditions:
I. Services to Be Performed The Plan Sponsor hereby engages Mangrove to provide the Flexible Spending Account administrative services
specified in Schedule A, Schedule A.I. and Schedule B attached hereto.
2. Effective Date: Term and Termination This Agreement shall be effective on the date stated above as the effective date and shall
continue in effect for an initial three (3) year term. This Agreement shall automatically renew for successive one (I) year terms unless (a)
canceled by either party, upon notice given in accordance with paragraph 9, at least ninety (90) days prior to the date of termination specified in
such notice or (b) otherwise in accordance with this agreement, or for a stated extended period by mutual agreement of the parties as hereinafter
provided. Both parties agree to re-negotiate the Agreement in good faith if it becomes necessary to re-negotiate the Agreement due to a change
in applicable law.
3. Relationship of Parties Plan Sponsor and Mangrove are separate and independent entities. The relationship between them is purely
contractual, and neither is an agent, employee or servant of the other. As independent contracting parties, the Plan Sponsor and Mangrove
maintain separate and independent management and they each have full authority and responsibility regarding their own organization, method
of operation and structure. Except as may be otherwise expressly provided herein, neither party shall have the right or authority to assume or
create any obligation, express or implied, on behalf of the other party. Plan Sponsor understands and acknowledges and shall not represent
otherwise, that Mangrove is not the Plan Administrator of the Plan for purposes of ERISA or a fiduciary as defined under ERISA. Mangrove
shall provide only administrative and ministerial services to the Plan under this Agreement and shall not exercise any discretionary authority or
control with respect to the Plan.
4. Responsibilities of Plan Sponsor In providing the services described in Schedule A, Schedule A.1. and Schedule B., Mangrove shall rely
upon the Plan Sponsor to do the following:
A. Provide Plan participant census data including participant enrollment information and any changes in eligibility or participant status,
complete and accurate information regarding payroll cycles, and all data requested on the set up forms.
B. Accurately report, on a timely basis, payroll deposits for Plan participants and verification of funding of bank accounts.
C. Review the reports provided by Mangrove and advise Mangrove of any discrepancies in such reports within ten (10) days after receipt.
D. When requested by Mangrove, use written forms when providing information to Mangrove.
E. File all reports and forms required by applicable law.
F. Prepare and appropriately distribute all forms and documents related to the Plan, including but not limited to the Plan document, and any
amendments thereto.
G. Warrant and represent that all Plan Sponsor contacts requesting participant information are authorized to receive PHI.
5. Indemnification and Hold Harmless In performing the administrative services provided under this Agreement, Mangrove may rely
without qualification on the information provided by Plan Sponsor. Mangrove shall not be responsible for the consequences of any action taken
or omitted by the Plan Sponsor or Plan Administrator in connection with the administration of the Plan, including but not limited to incomplete
or inaccurate information and/or the failure of the Plan Sponsor to act or supply information on a timely basis, to the extent permitted by law
including, but not limited to Section 768.28, Florida Statutues.The Plan Sponsor shall indemnify and hold harmless Mangrove, its officers,
directors, employees. shareholders, successors and assigns, from and against any and all liabilities, claims, costs, demands, expenses or loss
including but not limited to reasonable attorney's fees and other costs of litigation whether suit be instituted or not, at pretrial, trial and appellate
levels resulting from or attributable to any action or omission by the Plan Sponsor, except to the extent that such action or omission is the result
of the Plan Sponsor's reasonable reliance on Mangrove to provide the services specified in Schedule A, Schedule A.I. and Schedule B.
Mangrove shall indemnify and hold harmless the Plan Sponsor, its officers, directors, employees, shareholders, successors and assigns from any
claim, expense or liability including but not limited to reasonable attorney's fees and other costs of litigation, incurred by the Plan Sponsor as a
consequence of any such reasonable reliance on the services of Mangrove.
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6. Compensation To Mane:rove Mangrove shall be compensated for providing services under this agreement. The compensation shall be as
specified in Schedule A. by a fee described under Schedule A.] . attached hereto. Such Schedule A.I. may be substituted from time to time with
Mangrove's then current schedule. However, any increase in the cost of service shall not take effect until ninety (90) days after the Schedule
A.I. has been mailed to the Plan Sponsor, except for additional administrative services and/or expenses agreed upon by the Plan and Mangrove.
Plan Sponsor agrees to pay the full balance of all service fees detailed in a monthly invoice, due within fifteen (15) days from the date the bill is
rendered. If payment for services is not made after 15 days from the date the bill is rendered, Mangrove reserves the right to charge a I W%
finance charge per month (or, if such rate is in excess of the rate allowed under applicable law, the maximum rate allowed under such law), to
any unpaid service fee balance after thirty (30) days from the due date to the Plan Sponsor's account. If Plan Sponsor does not pay any fee due
to Mangrove hereunder within thirty (30) days from the day that the bill is rendered, Mangrove may suspend and/or cancel the Services until
payment is received by Mangrove. In the event Mangrove so suspends its services because of Plan Sponsor's failure to pay the service fees,
Mangrove shall have no liability or responsibility for any claims, taxes or liabilities incurred by Plan Sponsor or the employees of the Plan
Sponsor as a result of such suspension. Plan Sponsor agrees to pay all collection costs, including but not limited to attorney fees and court costs
that are necessary to collect any unpaid service fee balance and to reimburse Mangrove for sums expended on behalf of Plan Sponsor.
7. Rie:hts with Ree:ard to Overpavments If funds have been disbursed to which participants are not legally entitled, by mistake or
otherwise, Plan Sponsor and Mangrove agree that such amounts are debts owed. Plan Sponsor and Mangrove further agree to assist one another
to the fullest extent possible in recovering said funds from participants.
8. Notices All notices, requests, demands and other communications hereunder required by the provisions of this Agreement shall be in writing
and shall be deemed to have been properly given or served by depositing the same with the United States Postal Office, or any official
successor thereto, designated as registered or certified mail, return receipt requested, bearing adequate postage at the addresses set below:
MANGROVE NAME AND ADDRESS: PLAN SPONSOR NAME AND ADDRESS:
Mangrove Benefit Services, Inc. City of Boynton Beach
Attn: Contracts Manager 100 E. Boynton Beach Blvd.
1501 S. Church Avenue Boynton Beach, Fl 33425
Tampa, FL 33629
Each such notice shall be effective upon being deposited as aforesaid. The time period within which a response to any such notice must be
given, however, shall commence to run from the date of receipt of the notice by the addressee thereof.
9. Successors and Assi!!ns This Agreement and each and every covenant, agreement and provision hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
10. Governine: Law Except as provided by federal law, this Agreement shall be governed by and construed in accordance with the laws of the
State of Florida without regard to its choice oflaw provisions. To the extent that (a) the Plan Sponsor or Plan initiates legal proceedings against
Mangrove relating to this Agreement; or (b) any legal proceedings relating to this Agreement are initiated by Mangrove against the Plan
Sponsor or Plan, the parties consent and agree to the exclusive jurisdiction of the state courts of Palm Beach County, Florida or the district court
of the Southern District of Florida, as appropriate. The parties hereby agree to waive their respective rights to a trial by jury in any legal
proceeding against the other with respect to this Agreement.
II. Health Insurance Portabilitv and Accountabilitv Act Addendum The Privacy Rules of the Health Insurance Portability and
Accountability Act (the "Privacy Rules" of "HIPAA") regulate "group health plans." Plan Sponsor acknowledges that the plan administrator of
the Plan is responsible for ensuring the Plan's compliance with HIPAA and that Mangrove is not responsible for ensuring such compliance.
The Plan Sponsor will enter into a business associate agreement with Mangrove that requires Mangrove to comply with HIPAA requirements.
12. Debit Card Mangrove offers clients a debit card system under which participants can expedite reimbursements. If a debit card system is used
on behalf of Plan Sponsor, Plan Sponsor agrees to the terms as stated in Schedule B.
13. Bankin!! Arrane:ement Plan Sponsor acknowledges that the Plan may be an employee welfare benefit plan subject to ERISA and therefore
the Plan may be subject to ERISA's requirement that Plan assets be held in trust. Plan Sponsor acknowledges that it will make its best efforts to
ensure that the banking arrangement between Plan Sponsor and Mangrove does not become subject to ERISA's trust requirements. The current
banking arrangement, which Mangrove reserves the right to modify upon fifteen (15) days notice to Plan Sponsor, requires Plan Sponsor to
establish an account from its general assets and fund the account each week. Mangrove is an authorized payer on this account and will provide
reimbursements to individuals from this account. Plan Sponsor shall treat the account as being its general assets.
14. Captions and Headin!!s The captions and headings of the various sections of this Agreement are for convenience only and are not to be
construed as confining or limiting in any way the scope or intent of the provisions hereof.
15. Modifications This agreement may not be changed or terminated orally. This agreement or any of its provisions may be modified, terminated
or waived only by written agreement signed by both parties except for that provided in paragraph 9.
16. Severabilitv If any term or provision of this Agreement or portion thereof is declared unenforceable or invalid, such unenforceable or invalid
term or provision shall be deemed severable from all other terms of this Agreement. The remaining terms and provisions shall continue in full
force and effect.
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17. Counterparts This Agreement may be executed in counterparts, all of which taken together shall constitute one instrument. Delivery of
executed signature pages hereof by facsimile transmission shall constitute effective and binding execution and delivery thereof.
18. No Third Partv Beneficiaries Nothing in this Agreement shall be construed as creating rights to third parties.
19. Force Maieure In the event of the inability of either party to perform under this Agreement due to causes beyond the party's control,
including but not limited to war, terrorist attack, fire, explosion, flood, strike, lockout, inability to obtain power, materials or labor, failure of
equipment or apparatus, then in such event the disabled party shall provide the other party with prompt notice of such cause giving rise to the
delay and shall be excused from its performance under this Agreement while and to the extent so prevented.
20. Entire Ae:reement Except as specifically provided for herein, this Agreement constitutes the entire Agreement and supersedes all other prior
agreements and undertakings, both written or oral, among the parties, or any of them, with respect to the subject matter hereof
IN WITNESS WHEREOF, by placing their duly authorized signatures below, the parties hereby execute this Agreement and agree to be
bound by its terms. Plan Sponsor represents and warrants that its execution, below, is effective for both Plan Sponsor and Plan.
c",orBOV~~~
~V\le(VI.1 Signature
Kurt Bressner
Printed Name Printed Name
~ q/-d j Q
(C;O [,itv Manal!er
Title Date Title Date
59-6000282
Tax ID No.
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~ Q1Y AWOMiY
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SCHEDULE A.
FLEXIBLE SPENDING ACCOl'NT ADMINISTRATIVE SERVICES
FOR
CITY OF BOYNTON BEACH
I. EMPLOYEE PARTICIPANT GUIDES*:
Mangrove reserves the right to amend the contents of Participant Guides. Guides will contain educational participant itiformationJor example:
a. Tax savings examples d. Eligible and Ineligible Expenses
b. Reimbursement Account Information e. Enrollment Instructions
c. Expense Estimation Worksheet
2. PARTICIPANT WELCOME KIT
Upon enrollment, Mangrove provide Welcome Kits to each new FSA participant.
3. EMPLOYEE FORMS*:
a. Enrollment forms* d. Reimbursement Forms*
b. Dependent care support statement form* e. FSA family status change forms*
c. Authorization for direct deposit*
4. EMPLOYEE FILE MAINTENANCE
a. Establish enrollment related participant files d. Maintain account balances
b. Record deposits and accruals e. Process claims and reduce balances
c. Process participant reimbursements weekly
5. PROFESSIONAL, PERSONALIZED CUSTOMER SERVICE
The Mangrove office is staffed Monday - Friday with experienced. professional customer service representatives. Mangrove will not be open
on published holidays.
6. PARTICIPANT REpORT AVAILABLE VIA MANGROVE.COM
In addition to the online availability, Mangrove will mail Quarterly Flex Benefit Statements to participants for an additional fee.
7. PLAN SPONSOR REpORTS AVAILABLE VIA MANGROVE.COM
a. Check Register g. Check Summary by Day
b. Claim/Check Summary h. Claims by Participants
c. Flex Member Roster i. Forfeiture Detail
d. Forfeiture Summary j. Member Contribution Summary
e. Member Detail k. Payroll Contributions
f. YTD Plan Summary
8. CUSTOM REPORTS
a. Custom reports can be provided for an additional fee, to be determined based upon Plan Sponsor specifications. Fees for custom reports and
special requests not covered in the above services are charged $150.00 per labor hour. Mangrove requires a minimum of three (3) weeks
notice prior to delivery of customized reports and reserves the right to negotiate fees and delivery date based on available staff resources
and project complexity.
9. DISCRIMINATION TESTING REpORTS AVAILABLE
This service requires submission of data per Mangrove specifications.
10. OPTIONAL ENROLLMENT MEETING ATTENDANCE AVAILABLE
These optional Mangrove services require the submission request for attendance with three (3) weeks notice. Additional fees may include travel
and expenses.
*Originals to be furnished to client for duplication/distribution. Printing available upon request; additional fee to be paid by Plan Sponsor.
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SCHEDULE A.t.
FLEXIBLE SPENDING ACCOlTNT ADMINISTRATIVE SERVICES FEES
FOR
CITY OF BOYNTON BEACH
I. One-Time FSA Setup Fee per Master Record $495.00
Includes the establishment of one Plan Sponsor master record on Mangrove's system and input of employee elections.
II. Annual FSA Renewal Fee waived
Annual fee that includes the input of employee elections on Mangrove's system. Applicable to each new FSA Plan year subsequent to the
first year.
III. Monthly per FSA Participant Administration Fee- $4.25
Monthly fee for administrative services for one medical and/or one dependent care account, including daily reimbursements. Monthly
fee includes debit cards for participants use for reimbursement. Employee participants receive two debit cards upon enrollment at no
additional charge. Additional cards can be purchased for $5.00 each. The minimum fee for participant administration is $150 per month.
IV. Banking Fees N/A
All banking fees are the responsibility of the Plan Sponsor. The Plan Sponsor establishes the account using their tax identification
number. Mangrove will receive authorization from the Plan Sponsor prior to releasing checks.
V. Printed Report Fee lTpon Request Only
Each of the online reports listed in Schedule A will be printed for a fee of $45.00 perreport
VI. Non-Standard Report Fee Upon Request Only
Additional non-standard reports are available for an additional fee 01'$125.00 annually per non-standard report
VII. Flex Benefit Statement Upon Request Only
In addition to the on-line statements, Plan Sponsors may provide printed statements for participants for an additional fee of $2.00 per
participant per month.
Notes and Assumotions:
1. Stated fees are based on electronic transmission of plan and participant data to Mangrove. This participant data is to be structured in a
Mangrove standard format or other mutually agreed upon format, and transmitted via FTP or other mutually agreed upon communication
method. Mangrove reserves the right to charge $150.00 hourly fee if the standard or agreed upon format and transmission are not delivered per
specifications and require additional Mangrove staff resources. Mangrove will process paper enrollment at $2.00 per paper enrollment.
2. In the event of termination of Services, Mangrove shall process claims that arise during Plan Sponsor's run-out period at the end of Plan Year, if
needed. Mangrove will continue to bill Plan Sponsor at the then current fees for each participant.
3. Each employee participant is eligible to receive two debit cards without cost. Each additional debit card requested either for a dependent or to
replace a lost or stolen card will incur a cost of $5 per card. The cost of additional debit cards will be deducted from the participant's FSA
account.
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SCHEDULE B.
FLEXIBLE SPENDING ACCOUNT
DEBIT CARD ADMINISTRATIVE SERVICES AGREEMENT
FOR
CITY OF BOYNTON BEACH
1. Overview and Establishment of Debit Card Svstem Mangrove and Plan Sponsor recognize the need to increase participation in the Plan
Sponsor's FSA and to help ensure efficient administration of the FSA. Mangrove and Plan Sponsor believe both goals may be satisfied by
allowing participants in the FSA to use a debit card to help process FSA claims. Mangrove has established a debit card system (the "System") to
help expedite the receipt and reimbursement ofFSA claims. Plan Sponsor acknowledges the establishment and use of the System and agrees to
the terms of this Schedule B by its initial use of the System.
2. Definitions Unless defined elsewhere, capitalized terms in this Schedule B shall have the same meaning as used in the Agreement.
3. Manl!:rove Oblil!:ations Mangrove shall use good faith and commercially reasonable efforts to maintain the System and make it available to
Plan Sponsor or any participants in the FSA sponsored by Plan Sponsor ("Participants") twenty-four (24) hours per day, seven (7) days per
week, subject to temporary service interruptions for scheduled maintenance. Mangrove reserves the right to modify the System or this Schedule
B upon fifteen (15) days written notice to Plan Sponsor, or sooner if(a) required by law; (b) to protect the interests of Mangrove or Plan
Sponsor from fraud or misconduct; or (c) because of a modification of the rules and regulations issued by the Debit Card Administrator (the
"Current Administrator") or by a subsequent administrator of the System (the "Future Administrator") (generically, the "System
Administrator"). Mangrove reserves the right to use a different System Administrator without notice to Plan Sponsor. Mangrove will notify
Plan Sponsor within thirty (30) days of use of a different System Administrator if the use of the different System Administrator would, in
Mangrove's reasonable judgment, result in material changes to the System as experienced by Plan Sponsor or Participants.
4. Plan Soonsor ObIil!:ations Plan Sponsor agrees to the following:
A. Plan Sponsor acknowledges that the System Administrator may issue rules and regulations restricting the System, Plan Sponsor's use of
the System or Participants' use of the System. Plan Sponsor will comply with any such rules and regulations and will make its best efforts
to ensure that Participants comply with any such rules and regulations.
B. Plan Sponsor will use its best efforts to ensure proper use of the System by Participants. In the event a card is reported lost or stolen, Plan
Sponsor will immediately cancel access to the corresponding account by notifying Mangrove. Plan Sponsor will notify Mangrove
immediately of any suspected or confirmed inappropriate, unauthorized or fraudulent uses of a card.
C. Plan Sponsor acknowledges that all right, title and interest in and to the System Website are the sole property of Mangrove and its
licensors. Nothing in the Agreement or this Schedule B will be construed to give Plan Sponsor any rights in the System Website. Plan
Sponsor acknowledges that any and all data or information necessary to provide the System will reside on servers owned by or operated on
behalf of Plan Sponsor.
D. Plan Sponsor will pre-fund a Collateral Account ("Collateral Account'') with a "Minimum Balance" as established by Mangrove.
"Minimum Balance" means the balance that Plan Sponsor will deposit and maintain in the Collateral Account and which will be a dollar
amount equal to three to seven percent of all annual elections, or such amount as may be determined by Mangrove from time to time in
accordance with the Agreement. A Minimum Balance will be maintained and calculated separately for health care accounts, dependent
care accounts, transit accounts and parking accounts. In the event that card transactions reduce the balance in the Collateral Account to an
amount less than the Minimum Balance, Mangrove will provide Plan Sponsor notice of such balance and Plan Sponsor will immediately
deposit additional funds to the Collateral Account by electronic funds transfer, either wire or ACH, in an amount sufficient to restore the
Collateral Account to the Minimum Balance. In the event sufficient funds are not deposited to restore the Collateral Account to the
Minimum Balance within twenty-four hours of such notice, Mangrove may immediately suspend all associated debit cards until the
Minimum Balance is restored. Plan Sponsor agrees to pay any third party costs incurred by Mangrove or the System Administrator as a
result of not consistently maintaining the Minimum Balance.
E. The cost of any and all reimbursement transactions incurred by Mangrove or the System Administrator arising under the System, including
administrative costs, will be paid to Mangrove by Plan Sponsor. In no event will Mangrove be liable for any such payments. The FSA
(and, if necessary, Plan Sponsor on behalf of the FSA) will bear the loss of any uncollectible amounts from Participants.
F. Plan Sponsor acknowledges that Mangrove and/or System Administrator may provide to Participants additional terms explaining the
System, the card and the use of both. Plan Sponsor can obtain a copy of such additional terms upon written request to Mangrove. Plan
Sponsor will use its best efforts to ensure that Participants comply with such terms.
5. Warrantv and Indemnitv
Mangrove warrants that it will take actions to ensure that the System is administered in a good and workmanlike manner. Plan Sponsor
acknowledges that (i) the System may not satisfy all of Plan Sponsor's requirements; and (ii) the use of the System may not be uninterrupted or
error-free. Mangrove will not be responsible for any failures, degradation or unavailability of the System resulting from (i) Plan Sponsor's or its
service providers' information systems or the Internet; (ii) any combination, operation or use of the System with programs, data, equipment, or
other items or products not supplied or specified by Mangrove, if such failures, degradation or unavailability would have been avoided without
such combination, operation or use; or (iii) causes otherwise beyond the control of Mangrove.
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In case of breach of warranty, Mangrove or its representative will correct or re-perform the relevant service or, if such is not practical in
Mangrove's reasonable judgment, Mangrove may terminate its obligation to perform the relevant service and refund to Plan Sponsor the amount
actually paid to Mangrove for the defective service for the period that the services were not useable. Plan Sponsor acknowledges that this
Section 5 sets forth both Plan Sponsor's exclusive remedy and Mangrove's exclusive liability for any breach of warranty or other duty related to
the quality of the services provided through the System pursuant to the Agreement and this Schedule B.
To the extent permitted by law, including but not limited to Section 768.28, Florida Statutes, Plan Sponsor will indemnify and hold Mangrove
and System Administrator harmless from and against all damages, claims and liabilities arising out of the negligent acts, omissions, statements
or other representations Plan Sponsor has made in connection with the System. Plan Sponsor will indemnify and hold Mangrove and System
Administrator harmless from and against all damages, claims and liabilities arising out of any improper use of the cards by Participants.
6. Ownership All copyright, patent, trade secret, trademark and other intellectual property and proprietary rights in the System or its related
software and any services provided pursuant to the Agreement and this Schedule B and any copy, translation, modification, adaptation,
derivative work based upon, improvement or development thereof ("System Administrator Intellectual Property") are and will be the exclusive
property of System Administrator or its licensors. Except as otherwise explicitly provided, Plan Sponsor will have no right to receive the
System software, in object or source code form. Plan Sponsor will not take any action that jeopardizes System Administrator's Intellectual
Property, or acquire any right in the Intellectual Property except the limited rights specified in the Agreement or this Schedule B.
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BUSINESS ASSOCIATE AGREEMENT
This addendum ("Addendum") is effective upon execution, and amends and is made part of the Mangrove Benefit Services, Inc. Administrative
Services Agreement for Flexible Spending Account Services dated as the ~ day of October, 2010_ ("Agreement") by and between
Mangrove Benefit Services, Inc. ("Business Associate") and City of Boynton Beach ("Plan Sponsor")
FSA and Business Associate mutually agree to modify Agreement to incorporate the terms of this Addendum to comply with the requirements of the
implementing regulations at 45 Code of Federal Regulations ("C.F.R.") Parts 160-64 for the Administrative Simplification provisions of Title II,
Subtitle F of the Health Insurance Portability and Accountability Act of 1996 ("HlPAA").
1. Privacv of Protected Health Information
a. Permitted Uses and Disclosures Business Associate is permitted to use and disclose Protected Health Information that it creates or
receives on FSA's behalf or receives from FSA (or another business associate of FSA) and to request Protected Health Information on
FSA's behalf (collectively, "FSA's Protected Health Information") only as follows:
i. Functions and Activities on FSA's Behalf To perform functions, activities, and services on behalf of FSA as specified in Agreement.
ii. Business Associate's Operations For Business Associate's proper management and administration or to carry out Business
Associate's legal responsibilities, provided that, with respect to disclosure of FSA's Protected Health Information, either:
A. The disclosure is Required by Law; or
B. Business Associate obtains reasonable assurance, evidenced by written contract, from any person or entity to which Business
Associate will disclose FSA's Protected Health Information that the person or entity will:
I) Hold FSA's Protected Health Information in confidence and use or further disclose FSA's Protected Health Information only
for the purpose for which Business Associate is permitted to use and disclose FSA's Protected Health Information under this
Addendum or as Required by Law; and
2) Promptly notify Business Associate (who will in turn notify FSA in accordance with Section 4(a) of this Addendum) of any
instance of which the person or entity becomes aware in which the confidentiality of FSA's Protected Health Information
was breached.
b. Minimum Necessary Business Associate will, in its performance of the functions, activities, services, and operations specified in Section
l(a) above, make reasonable efforts to use, to disclose, and to request of a Covered Entity only the minimum amount of FSA's Protected
Health Information reasonably necessary to accomplish the intended purpose of the use, disclosure or request, except that Business
Associate will not be obligated to comply with this minimum necessary limitation with respect to:
i. Disclosure to or request by a health care provider for Treatment;
11. Use with or disclosure to an individual who is the subject of FSA's Protected Health Information. or that individual's personal
representative:
iii. Use or disclosure made pursuant to an authorization compliant with 45 c.F.R. ~ 164.508 that is signed by an individual who is the
subject of FSA's Protected Health Information to be used or disclosed, or by that individual's personal representative:
iv. Disclosure to the United States Department of Health and Human Services ("DHHS") in accordance with Section 5(a) of this
Addendum:
v. Use or disclosure that is Required by Law; or
VI. Any other use or disclosure that is excepted from the minimum necessary limitation as specified in 45 C.F.R. ~ 164.502(b)(2).
c. Prohibition on Unauthorized Use or Disclosure Business Associate will neither use nor disclose FSA's Protected Health Information,
except as permitted or required by this Addendum or in writing by FSA or as Required by Law. This Addendum does not authorize
Business Associate to use or disclose FSA's Protected Health Information in a manner that wi\1 violate the 45 C.F.R. Part 164, Subpart E
"Privacy ofIndividually Identifiable Health Information" if done by FSA, except as set forth in Section l(a)(ii) of this Addendum.
d. Information Safee:uards Business Associate will develop, implement, maintain, and use appropriate administrative, technical, and
physical safeguards, in compliance with 45 C.F.R. ~ 164.530(c) and any other implementing regulation issued by DHHS that is applicable
to Business Associate's obligations with respect to FSA's Protected Health Information. The safeguards will be designed to preserve the
integrity and confidentiality of, and to prevent intentional or unintentional non-permitted use or disclosure of, FSA's Protected Health
Information.
e. Subcontractors and Ae:ents Business Associate will require any of its subcontractors and agents, to which Business Associate is
permitted by this Addendum or in writing by FSA to disclose FSA's Protected Health Information, to provide reasonable assurance,
evidenced by written contract, that such subcontractor or agent will comply with the same privacy and security obligations with respect to
FSA's Protected Health Information that are applicable to Business Associate under this Addendum.
2. Compliance with Transaction Standards If Business Associate conducts in whole or part electronic Transactions on behalf of FSA for
which DHHS has established Standards, Business Associate will comply, and will require any subcontractor or agent it involves with the
conduct of such Transactions to comply, with each applicable requirement of 45 C.F.R. Part 162. Business Associate will not enter into, or
permit its subcontractors or agents to enter into, any trading partner agreement in connection with the conduct of Standard Transactions on
behalf of FSA that:
a. Changes the definition, data condition, or use of a data element or segment in a Standard Transaction;
b. Adds any data element or segment to the maximum defined data set;
c. Uses any code or data element that is marked "not used" in the Standard Transaction's implementation specification or is not in the
Standard Transaction's implementation specification: or
d. Changes the meaning or intent of the Standard Transaction's implementation specification.
3. Compliance with Securitv Re2:ulations Effective April 20, 2005 in compliance with 45 C.F.R. ss 164.302 - 164.318, if Business
Associate receives, creates, or maintains electronic protected health information, Business Associate will comply and will require any
subcontractor or agent involved in the exchange, creation, or maintenance of electronic protected health information comply with the following
in addition to all other provisions of this Agreement:
a. Business Associate shall provide and shall require its agents and subcontractors to provide security for all electronic protected health
information that is exchanged between FSA and Business Associate or is created or maintained by Business Associate;
b. Business Associates shall implement and maintain, and shall require its agents and subcontractors to implement and maintain, appropriate
and effective administrative, technical and physical safeguards to protect the security, integrity and confidentiality of electronic protected
health information exchanged between FSA and Business Associate or created or maintained by Business Associate, including access to
electronic protected health information as provided herein. Business Associate and any agents and subcontractors shall keep all security
measures current and shall document its security measures implemented pursuant to this Agreement in written policies, procedures or
guidelines, which Business Associate will provide to FSA within a reasonable period oftime upon FSA's request;
c. Business Associate shall report to FSA any security incidents of which it becomes aware.
4. Individual Rie:hts
a. Access Business Associate will, within thirty (30) days following FSA's request, make available to FSA or. at FSA's direction, to an
individual (or the individual's personal representative) for inspection and obtaining copies FSA's Protected Health Information about the
individual that is in Business Associate's custody or control, so that FSA may meet its access obligations under 45 C.F.R. ~ 164.524.
b. Amendment Business Associate will, upon receipt of written notice from FSA. promptly amend or permit FSA access to amend any
portion of FSA's Protected Health Information, so that FSA may meet its amendment obligations under 45 e.F.R. ~ 164.526.
c. Disclosure Accountinl! So that FSA may meet its disclosure accounting obligations under 45 C.F.R. ~ 164.528:
i. Disclosures Subiect to Accountinl! Business Associate will record the information specified in Section 3(c)(iii) below ("Disclosure
Information") for each disclosure of FSA's Protected Health Information, not excepted from disclosure accounting as specified in
Section 3(c)(ii) below, that Business Associate makes to FSA or to a third party.
ii. Disclosures Not Subiect to Accountine: Business Associate will not be obligated to record Disclosure Information or otherwise
account for disclosures of FSA's Protected Health Information:
A. That occurred before April 14, 2003;
B. For Treatment, Payment or Health Care Operations activities;
C. To an individual who is the subject of FSA's Protected Health Information disclosed, or to that individual's personal
representative;
D. Pursuant to an authorization compliant with 45 C.F.R. ~ 164.508 that is signed by an individual who is the subject of FSA's
Protected Health Information disclosed, or by that individual's personal representative;
E. For notification of and to persons involved in the health care or payment related to the health care of an individual who is the
subject of FSA's Protected Health Information disclosed and for disaster relief;
F. To law enforcement officials or correctional institutions in accordance with 45 C.F.R. ~ l64.512(k)(5):
G. For national security or intelligence purposes in accordance with 45 C.F.R. ~ 164.512(k)(2);
H. In a Limited Data Set;
I. Incident to a use or disclosure that Business Associate is otherwise permitted to make by this Addendum; and
J. Otherwise excepted from disclosure accounting as specified in 45 C.F.R. * 164.528.
iii. Disclosure Information With respect to any disclosure by Business Associate of FSA's Protected Health Information that is not
excepted from disclosure accounting by Section 3(c)(ii) above, Business Associate will record the following Disclosure Information
as applicable to the type of accountable disclosure made:
A. Disclosure Information Generallv Except for repetitive disclosures of FSA's Protected Health Information as specified in
Section 3(c)(iii)(B) below, the Disclosure Information that Business Associate must record for each accountable disclosure is (i)
the disclosure date, (ii) the name and (if known) address of the entity to which Business Associate made the disclosure, (iii) a
brief description of FSA's Protected Health Information disclosed, and (iv) a brief statement of the purpose of the disclosure.
B. Disclosure Information for Repetitive Disclosures For repetitive disclosures of FSA's Protected Health Information that
Business Associate makes for a single purpose to the same person or entity (including FSA), the Disclosure Information that
Business Associate must record is either the Disclosure Information specified in Section 3(c)(iii)(A) above for each accountable
disclosure. or (i) the Disclosure Information specified in Section 3(c)(iii)(A) above for the first of the repetitive accountable
disclosures. (ii) the frequency, periodicity. or number of the repetitive accountable disclosures. and (iii) the date of the last of the
repetitive accountable disclosures.
iv. Availabilitv of Disclosure Information Business Associate will maintain the Disclosure Information for at least six (6) years
following the date of the accountable disclosure to which the Disclosure Information relates.
Business Associate will make the Disclosure Information available to FSA within sixty (60) days following FSA's request for such
Disclosure Information to comply with an individual's request for disclosure accounting.
d. Restriction Al!reements and Confidential Communications Business Associate will comply with any agreement that FSA makes that
either (i) restricts use or disclosure of FSA's Protected Health Information pursuant to 45 C.F.R. ~ 164.522(a). or (ii) requires confidential
communication about FSA's Protected Health Information pursuant to 45 C .F.R. ~ I 64.522(b ), provided that FSA notifies Business
Associate in writing of the restriction or confidential communication obligations that Business Associate must follow and furnishes
Business Associate a copy of such agreement. FSA will promptly notify Business Associate in writing of the termination of any such
restriction agreement or confidential communication requirement and, with respect to termination of any such restriction agreement,
Page 2 of 4
instruct Business Associate whether any of FSA's Protected Health Information will remain subject to the terms of the restriction
agreement.
5. Breach of Privacv or Securitv Oblie:ations
a. Reportinl! Business Associate will report to FSA any use or disclosure of FSA's Protected Health Information not permitted by this
Addendum or in writing by FSA. Business Associate will make the report to FSA not more than thirty (30) days after Business Associate
learns of such non-permitted use or disclosure. Business Associate's report will at least:
1. Identify the nature of the non-permitted use or disclosure;
ii. Identify FSA's Protected Health Information used or disclosed;
HI. Identify who made the non-permitted use or disclosure and who received the non-permitted disclosure;
iv. Identify what corrective action Business Associate took or will take to prevent further non-permitted uses or disclosures;
v. Identify what Business Associate did or will do to mitigate any deleterious effect of the non-permitted use or disclosure; and
vi. Provide such other information, including a written report, as FSA may reasonably request.
b. Termination of Ae:reement
i. Rie:ht to Terminate for Breach FSA may terminate Agreement if it determines, in its reasonable judgment, that Business Associate
has breached any provision of this Addendum and upon written notice to Business Associate of the breach, Business Associate fails to
cure the breach within thirty (30) days after receipt of the notice. FSA may exercise this right to terminate Agreement by providing
Business Associate written notice of termination, stating the breach of the Addendum and stating the failure to cure the breach of the
Addendum that provides the basis for the termination. Any such termination will be effective immediately or at such other date
specified in FSA's notice oftermination.
ii. Rie:ht to Terminate on Ree:ulation Chanl!e Either FSA or Business Associate may terminate Agreement if amendment or addition to
45 C .F.R. Parts 160-64 affects the obligations under this Addendum of the party exercising the right of termination. The party so
affected may terminate Agreement by giving the other party written notice of such termination at least 90 days before the compliance
date of such amendment or addition to 45 C.F.R. Parts 160-64.
iii. Termination of Addendum on Conclusion of Ae:reement This Addendum will terminate upon termination or other conclusion of
Agreement.
iv. Obli2ations on Termination
A. Return or Destruction of FSA's Protected Health Information as Feasible Upon termination or other conclusion of
Agreement, Business Associate will, if feasible, return to FSA or destroy all of FSA's Protected Health Information in whatever
form or medium, including all copies thereof and all data, compilations, and other works derived therefrom that allow
identification of any individual who is a subject of FSA's Protected Health Information. Business Associate will require any
subcontractor or agent, to which Business Associate has disclosed FSA's Protected Health Information as permitted by Section
I(e) of this Addendum, to if feasible return to Business Associate (so that Business Associate may return it to FSA) or destroy all
of FSA's Protected Health Information in whatever form or medium received from Business Associate, including all copies
thereof and all data, compilations, and other works derived therefrom that allow identification of any individual who is a subject
of FSA's Protected Health Information, and certify on oath to Business Associate that all such information has been returned or
destroyed. Business Associate will complete these obligations as promptly as possible, but not later than ninety (90) days
following the effective date of the termination or other conclusion of Agreement.
B. Procedure When Return or Destruction Is Not Feasible Business Associate will identify any of FSA's Protected Health
Information, including any that Business Associate has disclosed to subcontractors or agents as permitted by Section I (e) of this
Addendum, that cannot feasibly be returned to FSA or destroyed and explain why return or destruction is infeasible. Business
Associate will limit its further use or disclosure of such information to those purposes that make return or destruction of such
information infeasible. Business Associate will, by its written contract with any subcontractor or agent to which Business
Associate discloses FSA's Protected Health Information as permitted by Section l(e) of this Addendum, require such
subcontractor or agent to limit its further use or disclosure of FSA's Protected Health Information that such subcontractor or
agent cannot feasibly return or destroy to those purposes that make the return or destruction of such information infeasible.
Business Associate will complete these obligations as promptly as possible, but not later than ninety (90) days following the
effective date of the termination or other conclusion of Agreement.
C. Continuinl! Privacy and Securit1' Obli2ation Business Associate's obligation to protect the privacy and security of FSA's
Protected Health Information as specified in this Addendum will be continuous and survive termination or other conclusion of
Agreement.
D. Other Oblie:ations and Ri2hts Business Associate's other obligations and rights and FSA's obligations and rights upon
termination or other conclusion of Agreement will be those set out in the Agreement.
6. General Provisions
a. Inspection of Internal Practices. Books. and Records Business Associate will make its internal practices, books, and records relating to
its use and disclosure of FSA's Protected Health Information available to FSA and to DHHS to determine FSA's compliance with 45 C.F.R.
Part 164, Subpart E "Privacy ofIndividually ldentifiable Health Information."
b. Definitions The terms "Covered Entity," "Standard," and "Transaction" have the meanings set out in 45 C.F.R. ~ 160.103. The terms
"Health Care Operations," "Payment," "Research," and "Treatment" have the meanings set out in 45 C.F.R. ~ 164.501. The term
"Protected Health Information," has the meaning set out in 14 C.F.R ~ 160.103 and the term "Required by Law," has the meaning set out in
45 C.F.R * 164.103. The terms "Limited Data Set" and "Standard Transaction" have the meanings set out in, respectively, 45 C .F.R.
* l64.5l4(e) and 45 C.F.R. ~ 162.103. The term "use" means, with respect to Protected Health Information, utilization, employment,
Page 3 of 4
examination, analysis or application within Business Associate. The terms "disclose" and "disclosure" mean, with respect to Protected
Health Information, release, transfer, providing access to or divulging to a person or entity not within Business Associate.
c. Amendment to Al!reement Upon the compliance date of any final regulation or amendment to final regulation promulgated by DHHS
that affects Business Associate's use or disclosure of FSA's Protected Health Information or Standard Transactions, Agreement and this
Addendum will automatically amend such that the obligations imposed on Business Associate remain in compliance with the final
regulation or amendment to fmal regulation, unless FSA or Business Associate elects to terminate Agreement in accordance with Section
4(b)(ii) of this Addendum.
7. Conflicts The terms and conditions of this Addendum will override and control any conflicting term or condition of Agreement. All non-
conflicting terms and conditions of Agreement remain in full force and effect.
IN WITNESS WHEREOF, FSA and Business Associate execute this Addendum in multiple originals to be effective on the last date written below.
Ma~J:fijSet!' Inc. CitY.f~
f-. .. :p:.~
Signature Signature
~ v~C\.f cL CalAj CMiJ . Kurt Bressner
Printed Name Printed Name
[~D Cj.jlC/ to City Manager
Title Date Title Date
FO~~
Attorney
Page 4 of 4
CITY CLERK'S OFFICE
MEMORANDUM
TO: Kurt Bressner
City Manager
FROM: Janet M. Prainito, MMC
City Clerk
DATE: September 16, 2010
RE: Aareements ADDroved bv City Commission on September 7. 2010.
Attached are the agreements that were approved by the City Commission at their regular
meeting held on September 7, 2010. Please review, sign and return to me for further
processing. Thank you.
RESOLUTION NO. OF DESCRIPTION
# DOCUMENTS
R10-117 1 Flexible Spending Account Administrative Services
Aqreement
~'m. p~
Attachments
s:\CC\WP\AFTER COMMISSION\City Manager Transmittals\2010\09-07-10 R1O-1l7.doc
The City of Boynton Beach
City Clerk's Office
100 E BOYNTON BEACH BLVD
BOYNTON BEACH FL 33435
(561) 742-6060
FAX: (561) 742-6090
e-mail: prainitoj@bbfl.us
www.boynton-beach.org
September 8, 2010
Mangrove Benefit Services, Inc.
Att: Contracts Manager
1501 S. Church Avenue
Tampa, FI 33629
Re: Resolution Rl0-117 Flexible SDendin9 Account Administrative Services
Aqreement
To Whom It May Concern:
Attached for your handling is the Agreement mentioned above, as well as a copy of the
resolution that was passed by City Commission on September 7, 2010. Once the
agreement has been signed please return the original to us for final execution.
If I can be of any additional service, please do not hesitate to contact me.
Very truly yours,
CITY OF BOYNTON BEACH
'fYI. p~
J et M. Prainito, MMC
City Clerk
Attachments
(1 Agreement & Resolution)
CC: Patricia Sholos, Benefits Administrator
Central Files
S:\CC\WP\AFTER COMMISSION\Other Transmittal Letters After Commission\2010\RlO-1l7 Mangrave Benefits Inc Flex Spending.doc
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