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1988-1962565L NO 2,0 'Jj/0 _ AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH EMPLOYEE RESOURCES ADMINISTRATION CORPORATION FOR ADMINISTRATIVE SERVICES RELATIVE TO THE CITY'S PROPOSED FLEXIBLE BENEFITS PLAN, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the Mayor is hereby authorized to execute the contract with Employee Resources Administration Corporation, a copy of which is attached hereto and incorporated herein SECTION II That the City Council hereby authorizes the expenditureof in the manner and amount as specified in the agreement SECTION III That the City Council hereby authorizes the City Manager to execute the City of Denton Cafeteria Plan in substantially the form as shown in Exhibit A attached hereto SECTION IV That this ordinance shall become effective imme atdiTpon its passage and approval PASSED AND APPROVED this the /3 day of 6&~ 1988 Y P NS, AYOR ATTEST r JE ER , CRET AP ROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY i 2565L THE STATE OF TEXAS § AGREEMENT BETWEEN THE CITY OF DENTON AND EMPLOYEE RESOURCES COUNTY OF DENTON § ADMINISTRATION CORPORATION This agreement, executed the 1st day of January, 1989, is between the City of Denton and Employee Resource Administration Corporation, (the Claims Administrator), a Texas Corporation WITNESSETH SECTION I The Plan 1 1 The City of Denton will adopt a cafeteria plan of benefits under Section 125 of the tax code (the "Plan") providing means by which eligible employees of the City of Denton can secure the benefits set forth in the plan 1 2 The administrator of the Plan (as defined by the Employee Retirement Income Security Act of 1974) is the City of Denton 1 3 The name of the Plan is the City of Denton 1 4 The effective date of the Plan is January 1, 1989 1 5 The Administrator hereby appoints a Claims Administrator, an independent third party administrator, who will perform certain functions for the operation of the plan SECTION II The Claims Administrator 2 1 The Claims Administrator, within the scope of its professional ability and its employment under this agreement, shall provide certain services for and shall assist the City of Denton and the Plan Administrator in the administration of the Plan as it may be requested and authorized from time to time Such services shall include, but not necessarily be limited to the following a Completion of reports and payment of claims from the Plan to the participants b Provide periodic reports summarizing Plan expenditures c Provide necessary data required for regulatory disclosure information compliance d Provide claim review, examination, and benefit payments, in accordance with the Plan Document e Maintain the Plan checking account, and all the necessary records for the Plan (if required) f Communicate the Plan to the City of Denton employees in accordance with the Claims Administrator proposal submitted on October 25, 1988 g Provide information for form 5500 preparation h Prepare anti-discrimination report as required by law 2 2 The Claims Administrator is authorized to do all things it deems necessary to carry out the terms and purposes of this Agreement, including the execution of documents in the name of the Plan 2 3 The Claims Administrator shall design and provide all necessary forms for the implementation, administration, and operation of the Plan SECTION III The City of Denton 3 1 The City of Denton shall assist the Claims Administrator in any reasonable manner as to provide the services as set forth by the Plan Such assistance shall include, but not be limited to the following a The City of Denton shall provide the Claims Admini- strator with a complete list of all employees who are eligible for benefits of the Plan Thereafter, the City of Denton shall promptly notify the Claims Administrator of any and all changes in employment for purpose of determining eligibility for the Plan Notification shall include termination, lay off, change in classification, change in dependent status, or any other change that may affect the eligibility of any employee of the City of Denton 3 2 The City of Denton shall provide the necessary funds to pay the Plan expenses The City of Denton shall transfer all PAGE 2 funds necessary to the proper account in order that proper distribution by the Claims Administrator may be carried out a The City of Denton shall collect the contributions made by the participants of the plan, in the manner it may deem appropriate, and shall transfer the money so collected to the Plan on a monthly or more frequent basis b To the extent of its liabilities, the City of Denton hereby agrees to make all necessary contributions to meet the obligations incurred by the Plan for its eligible participants and eligible dependents where applicable The Plan liabilities shall include premiums, claims costs, and administration costs as billed by the Claims Administrator 3 3 The City of Denton shall assist in the enrollment of the employees into the Plan, and shall maintain a supply of forms, enrollment cards or other documents, and shall distribute or make available such documents to the employees 3 4 The City of Denton hereby agrees to cooperate with the Claims Administrator with regard to the proper settlement of claims and Plan obligations, and transmit any inquires pertaining to the Plan to the Claims Administrator SECTION IV Procedure for Application and Payment of Benefits from the Plan 4 1 Any eligible participant or participant's eligible dependent(s) may make application for benefits from the Plan by completing the claim form prescribed by the Claims Administrator The applicant shall fully and truthfully complete such applica- tion for benefits and the applicant shall supply such pertinent information from personal or professional sources as may be required by the Claims Administrator 4 2 The Claims Administrator shall accept any application for benefits made in the appropriate manner, and shall determine eligibility of such application in accordance with the Plan Docu- ment If the Claims Administrator determines that the applicant is entitled to receive payment of benefits from the Plan, the Claims Administrator shall determine the amount payable bythe Plan, and arrange for the payment of such amount If the Claims Administrator determines that the applicant is not eligible for benefits from the Plan or any portion thereof is denied or PAGE 3 reduced, the Claims Administrator shall notify the applicant and the City of Denton as to the reasons for denial, or reduction of such claim The Claims Administrator may compromise or adjust any claim, application or application previously denied, or reduced in whole or part, as the Claims Administrator feels may be in the best in- terests of the Plan If the Claims Administrator adjusts any such claim, he shall provide written notice to the City's Personnel Director within 5 working days of such adjustment The Claims Administrator shall be responsible for the initial review of all disputed claims SECTION V Compliance With ERISA and Indemnification of City 5 1 The City of Denton and the Claims Administrator agree to comply in all respects, individually and collectively with the Employee Retirement Income Security Act of 1975 (ARISA) and amendments thereto, and with all federal and/or other regulations pertaining thereto, as they relate to the plan Claims Administrator agrees to indemnify and hold the City of Denton harmless from any and all loss, damage and expense, includ- ing court costs and attorney's fees, resulting from and arising out of claims, demands, or lawsuits brought against the Claims Administrator for any negligent act or omission in administering the Plan Further, the Claims Administrator agrees to indemnify the City of Denton and hold the City of Denton harmless against any and all loss, damage and expense resulting from or arising out of dis- honest, fraudulent, or criminal acts of the Claims Administrator's officers and/or employees, acting alone or in collusion with others SECTION VI 6 1 The Claims Administrator shall be entitled to a fee for its services to the Plan and under this agreement, which shall be determined by the number of employees enrolled by the City of Denton at the beginning of each month That fee shall be an annual charge of $9 50 per employee A fee of $3 00 shall be charged for each participant per month In addition a $2,000 communication fee for communication materials shall be paid upon completion of open enrollment PAGE 4 6 2 The fee agreed upon hereof shall be reviewed with any plan changes and/or at least on an annual basis by both the City of Denton and the Claims Administrator to determine the adequacy of such fees The fees provided for herein may be adjusted by written amendment to the agreement approved by both parties SECTION VII Termination of Agreement for Claims Administrator 7 1 This agreement may be terminated at any time by either party by providing ninety days written notice to the other party Upon notification of termination by either party, the Claims Administrator shall continue to process all claims incurred up to the date of termination, and shall, not later than sixty days after the date of termination, prepare and deliver to the City of Denton a final and complete accounting and report of the Plan's financial activities 7 2 Should either party fail to perform in accordance with the provisions of this Agreement, the other party may treat such failure as a default of this Agreement and give the defaulting party thirty (30) days' written notice to cure such default In the event such default is not cured within said time frame, the party giving such notice may terminate this Agreement SECTION VIII Miscellaneous Provisions 8 1 In the event of resignation or inability to serve by the Claims administrator, the City of Denton may appoint a successor Any successor, upon appointment, shall succeed to and be invested with all powers conferred on the Claims Administrator 8 2 If during the operation of the Plan, the federal govern- ment, the state government, or any political sub-division or instrumentality shall assess any tax against the Plan, and the Claims Administrator is required to pay such tax, the Claims Administrator shall immediately notify the City of Denton and the City of Denton shall promptly provide the funds necessary to remit such taxes to the proper authority 8 3 This agreement may be amended by the City of Denton and the Claims Administrator at any time by mutual written consent of said parties PAGE 5 8 4 In the event that the City of Denton shall fail to make any required contributions to the Plan, the Claims Administrator shall have the right to terminate this agreement upon fifteen days written notice to the City of Denton 8 5 In the event of termination of this agreement resulting from the default of the City of Denton, as provided above, the Claims Administrator shall charge, and the City of Denton shall pay to the Claims Administrator all fees, commitments, and obligations incurred by the claims Administrator through such date of termination 8 6 The Claims Administrator for service of legal process principal office hereby is designated the agent on behalf of the Plan at its 8 7 Claims Administrator agrees that it shall be in compli- ance with all laws, statutes, and other governmental provisions prevailing during the term of this Agreement 8 8 It is agreed that Claims Administrator shall maintain and make available for inspection, audit and/or reproduction by an authorized representative of the City or any other governmental agency, books, documents, and other evidence pertinent to the costs and expenses of this contract This includes, to the extent such detail will properly reflect, all costs, direct and indirect costs of labor, material, equipment, supplies, and services and all other costs and expenses of whatever nature for which reimbursement is claimed under provisions of this Agreement SECTION IX Effective Date and Term 9 1 This agreement shall become effective on January 1, 1989, provided that the City of Denton has adopted the Cafeteria Plan described in Section 1 1 If the City of Denton has not adopted the plan on or before January 1, 1989, this agreement shall become effective upon the date of adoption 9 2 This agreement shall be in effect for a period of one (1) year from the effective date as outlined in Section 9 1 9 3 This agreement may, however, be extended for up to two (2) additional one year periods, upon written approval from the City Manager PAGE 6 IN WITNESS WHERFOF, the City of Denton and the Cis s Admini- strato v executed this agreement at e✓d . this day of k2?4a"id CITY OF DENTON, TEXAS BY MAYOR s ATTEST M TERS, I Y ~CRETARY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY , Z C THE CLAIMS ADMINISTRATOR EMPLOYEE RESOURCE ADMINISTRATION CORPORATION BY JERRY'HURD, PRESIDENT PAGE 7 EXHIBIT "A" CITY CF DEMM CAMMIA PLAN EPfeative January it 1988 CITY OF DENTON CAFETERIA PLAN TABLE OF CONTENTS ARTICLE INTRODUCTION 1 1 Purpose of Plan 1.2 Cafeteria Plan Status II DEFINITIONS 2 1. "Plan Administrator" 2. 2. "Claim Administrator" 2 3 "Code" 2.4. 2.5 "Dental Plan" 2.6 "Dependent Care Assistance Plan" 2 7 "Disability Plan" 2 8 "Effective Date" 2 9 "Employee" 2 10 "Key Employee" 2 11. "Life Insurance Plan" 2 12 "Medical Care Plan" 2 13 "Medical Reimbursement Plan" 2.14 "Participant" 2 15 "Plan" 2 16 "Plan Year" III PARTICIPATION 3.1. Commencement of Participation 3 2 Cessation of Participation 3 3 Reinstatement of Former Participant IV 4 1. Employer Contributions 4 2. Participant Contributions 4 3 Change of Participant Contributions 4 4 New Participants 4 6 Failure to Elect 4 6 Ganges by Administrator F-1 wo (PI 91 A 4 7 Automatic Termination of Election 4 8 Maximum Employer Contributions v ADMINISTRATION OF PLAN 5 1 Plan Administrator 5 2 Examination of Records 5 3 Reliance on Tables, etc 5 4 Nordiscriminatory Exercise of Authority 5 5 Indemnifioation of Administrator vi AMENDMENT AND TEFMINATICN OF PLAN VII MISCELLANEOUS PE40VISICNS 7 1 Information to be Furnished 7 2 Limitation of Rights 7 3 Governing law ARTICLE I - Introduction 1 1 Purpose of Plan The purpose of this Plan is to provide employees of CITY OF DENTON a benefit choice between dependent care, medical care, and medical reimbursement included in the plan from time to time 1 2 Cafeteria Plan Status This Plan is intended to qualify as a "cafeteria plan" under Section 125 of the Internal Revenue Code of 1986s as amended, and is to be interpreted in a manner consistent with the requirements of Section 125 ARTICLE II - Definitions 2 1 "Plan Administrator" means the City of Denton or such other person or committee as may be appointed from time to time by the City of Denton to supervise the administration of the Plan 2 2 "Claim Administrator" means Employee Resource Administration Corp 2 3 "Code" means the Internal Revenue Code of 1986, as amended from time to time Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replace such section or subsection 2 4 "City of Denton" means CITY OF DENTON , a municipality organized under the laws of the State of Texas 2 5 "Dental Plan" means the CITY OF DENTON dental insurance plan, as amended from time to time 2 6 "Dependent Care Assistance Plan" means the CITY OF DENTON Dependent Care Assistance Plan as amended from time to time 2 7 "Disability Plan" means the CITY OF DENTON group disability income insurance plan, as amended from time to time 2 8 "Effective Date" means 1-1-88 2.9 "Employee" means any individual employed by the CITY OF DENlnN 2 10 "Key Employee" means any person who is a key employee as defined in Section 416 (1) (1) of the Code 2 11 "Medical Care Plans" means the CITY OF DENTON medical plans, as amended from time to time 2 12 "Medical Reimbursement Plan" means the CITY OF DENTO N Medical Reimbursement Plan, as amended from time to time 2 13 "Participant" means any individual who participates in the Plan in accordance with Article III 2 14 "Plan " means the CITY OF DEMON Cafeteria Plan as set forth herein, together with any and all amendments and supplements hereto 2 16. "Plan Year" means the period beginning on the Effective Date and ending on the day before the same date 12 months hence, and each 12 month period thereafter A pronoun or adjective in the masculine gender includes the feminine gender, and the singular includes the plural, unless the context clearly indicates otherwise AMCLE III - Partioination 3 1 Commencement of Participation Each employee of the employer will be eligible to participate in the plan (end his dependents will be eligible for dependent coverage to the extent provided in any supplement or constituent plan) on the Plan Year Anniversary Date after he meets all of the following requirements (a) He is a "covered employee" (that is, he is a member of a group of employees of the employer to which the plan has been and continues to be extended unilaterally), (b) He has filed with the plan administrator any written agreement electing to participate in the plan as is required by the plan administrator, on a form satisfactory to the plan administrator, (o) With respect to any benefit provided for in a supplement or constituent plan, he has satisfied all of the eligibility requirements as described in an applicable supplement or constituent plan, and (d) With respect to dependent coverage, his dependents have satisfied all of the eligibility requirements for dependent coverage as described in an applicable supplement or constituent plan 3 2 Cessation of Participation A Participant will cease to be a Participant as of the earlier of (a) the date on which the Plan terminates or (b) the date on which he ceases to be an Employee eligible to participate under Section 3 1. 3 3 Reinstatement of Former Participant A former Participant will become a Participant again if and when he meets the eligibility requirements of Section 3 1 ARTICLE IV - Contributions 4 1 Employer Contributions The employer will pay the costs of the plan at such times and in such amounts as shall be determined by the employer from its general assets Nothing herein shall require the employer to segregate or set aside any funds or other property for the purpose of paying any amounts under the plan 4 2 participant Contributions participants shall make any contributions required of them under the plan or an applicable supplement or constituent plan from time to time in the amounts and at the times specified by the plan administrator A participant may elect in writing on a form prepared by and filed with the plan administrator an or before the date he first becomes eligible to participate in the plan, and on or before the first day of any plan year thereafter, to reduce his compensation for such plan year and to contribute the amount of such salary reduction of the plan as his requnsed contribution under the plan or an applicable supplement or constituent plan pursuant to such written election form, the participant shall also apportion his salary reduction contributions among the benefits provided for in any of the supplements or constituent plans for which the participant or his covered dependents qualify. In no event shall the sum of the amounts apportioned by the participant to each benefit exceed the total amount of his salary reduction contribution Salary reduction contributions will be made through payments made periodically corresponding to payroll withholding payments beginning with the first regularly scheduled payday for the plan year for which the participant's written election is made (or the first regularly scheduled payday which is on or after the date the participant first becomes eligible to participate in the plan if a salary reduction agreement has previously been properly executed) The plan administrator will establish rules and regulations with respect to salary reduction agreements hereunder in accordance with applicable law and regulations issued by the Department of the Treasury under Section 128 of the Code Participant contributions shall be used to provide plan benefits under an applicable supplement or constituent plan or to pay premiums to modified or fully self-funded programs, insurance companies, health maintenance organizations or other organizations or institutions to provide such benefits as soon as reasonably practical but in no event later than 90 days after such contributions are made A participant's salary reduction contributions which are not used to provide plan benefits for such plan year as provided in the preceding sentence shall not any time be returned or repaid to participants but shall be forfeited 4 3 Change or Discontinuance of Participant Contributions A participant may not revise the rate of his salary reduction contributions or discontinue making salary reduction contributions except as follows (a) The participant may file a written election form with the plan administrator on or before the last working day of any plan year revising the rate of his contributions or discontinuing such contributions effective as of the first regularly scheduled pay day of the next following plan year. (b) The participant's contributions will automatically terminate as of the date his plan participation terminates in accordance with Section 3 2 above (c) The participant may file a written election with the plan administrator to revoke any prior election and to make a new election with respect to the remaining portion of a plan year on account of and consistent with a change in family status, including marriage, divorce, the death of the participant's spouse or child, the birth or adoption of a child, or the termination of employment of the partici- pant's spouse, which revocation and new election will be effective as of the date it is approved by the plan admini- strator For purpose of this Section, any election by a plan participant to change the apportionment of his s lacy reduction contributions among the various benefits provided for in any of the supplements or constituent plans will be considered a revision of the rate of his contributions 4 4 New Participants As soon as practicable before an Employee becomes a Participant under Section 3 1 or 3 3, the Administrator shall provide written election forms and compensation reduction agreements to the Employee If the Employee desires one or more optional benefit coverages for the Plan Year, he shall so specify on the election forms and shall agree to a reduction in his compensation as provided in Section 4 2 The election forms must be completed and returned to the Administrator on or before such date as the Administrator shall specify, which date shall be no later than beginning of the first pay period for which the Participant's compensation reduction agreements will apply 4 5 Failure to Elect A Participant failing to return a completed election form to the Administrator on or before the specified due date for the initial Plan Year of the Plan, or for the Plan Year in which be became a Participant, shall be deemed to have elected not to participate in any optional benefit plans A Participant failing to return a completed election form to the Administrator on or before the specified due date for any subsequent Plan Year shall be deemed to have made the same election as was in effect as to such optional benefits Just prior to the end of the preceding Plan Year The Participant shall also be deemed to have agreed to a reduction in his compensation for the subsequent Plan year equal to the participant's share of the cost from time to time during such Plan Year of each such optional benefit he is deemed to have elected for such Plan year 4 6 Changes by Administrator If the Administrator determines, before or during any Plan Year, that the Plan may fail to satisfy for such Plan Year any nondiscrimination requirement imposed by the Code or any limitation on benefits provided to Key Employees, the Administrator shall take such action as the Administrator deems appropriate, under rules uniformly applicable to similarly situated participants, to assure oompliance with such requirement or limitation. Such action may inolude, without limitation, modification of elections by highly compensated Employees or Key Employees with or without the consent of such Employees 4 7 Automatic Termination of Election Elections made under this plan (or deemed to be made under Section 4 5) shall automatically terminate on the date on which the Participant ceases to be a Participant in the Plan, although coverage or benefits under the Dental, Dependent Care Assistance, Medical Care, and Medical Reimbursement Plans may continue if and to the extent provided by such Plans 4 8 Maximum Emoloyer Contributions The maximum amount of employer contributions under the Plan for any Participant shall be the sum of (a) the maximum amounts which the Participant may receive in the form of dependent care assistance wider the Dependent Care Assistance Plan and as medical reimbursements under the Medical Reimbursement Plan, as set forth in such Plans, and (b) the costs from time to time of the most expensive benefits available to the Participant under the Dental and Medical Care Plans (including the portion of such costs payable with noneleotive Company contributions) ARTICLE V - Administration of Plan 5 1 Plan Administrator The administration of the Plan shall be under the supervision of the Administrator it shall be a principal duty of the Administrator to see that the Plan is carried out, in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan without discrimination among them The Administrator will have full power to administer the Plan in all of its details, subject to applicable requirements of law For this purpose, the Administrator's powers will include, but will not be limited to, the following authority, in addition to all other powers provided by this Plan (a) To make and enforce such rules and regulations as it deems necessary or proper for the efficient admini- stration of the Plan, including the establishment of any claims procedures that may be required by applicable provisions of law, (b) To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under the Plan, (c) To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan, (d) To appoint such agents, counsel, accountants, consultants and a claims administrator as may be required to assist in administering the Plan, and (a) To allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation, delegation or designation to be in writing Notwithstanding the foregoing, any claim which arises under the Dental Plan, Dependent Care Assistance Plan, Medical Reimbursement Plan or any Medical Care plan shall not be subject to review under this Plan, and the Administrator's authority under this Section 5 1 shall not extend to any matter as to which an administrator under any such other plan is empowered to make determinations under such plan 5 2. Examination of Records. The Administrator will make available to each Participant such of his records under the Plan as pertain to him, for examination at reasonable times during normal business hours 5 3 Reliance on Tables etc In administering the Plan, the Administrator will be entitled to the extent permitted by law to rely conclusively on all tables, valuations, certificates, opinions and reports which are furnished by, or in accordance with the instructions of, the administrators of the Dental, Dependent Care Assistance, Medical Care and Medical Reimbursement Plans, or by accountants, counsel or other experts employed or engaged by the Administrator 5 4. Nondiscriminatory Exercise of Authority Whenever, in the ministration of the Plan, any discretionary action by the Administrator is required, the Administrator ahall exercise its authority in a nondiscriminatory manner so that all persons similarly situated will receive substantially the same treatment 5 5 Indemnification of Administrator The Company agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Administrator or as a member of a committee designated as Administrator (including any Employee or former Employee who formerly served as Administrator or as a member of such committee) against all liabilities, damages, costs and expanses (including attorneys' fees and amounts paid in settlement of any claims approved by the City of Denton) occasioned by any act or emission to act in connection with the Plan, if such act or omission is in good faith AST C F yt - Amendment and Termination of Plan The Plan may at any time be amended or terminated by a written instrument signed by the City Manager of the City of Denton ANnCLE VII - Miscellaneous Provisions 7 1 Information to be Furnished participants shall provide the Campanny and Administrator with such information and evidence, and shall sign such documents, as may reasonably be requested from time to time for the purpose of administration of the Plan 7 2 Limitation of Rights Neither the establishment of the Plan nor any amendment thereof, nor the payment of any benefits, will be construed as giving to any Participant or other person any legal or equitable right against the CosWany or Administrator, except as provided herein 7 3 Governing Law This Plan shall be oonstrued, administered and enforced according to the laws of Texas IN WITNESS WHMUEO , the City of Denton has caused this Plan to be executed in its name and behalf this 1st day of January, 1988, by its officer thereunto duly authorized CITY OF DENTM CITY OF DENTON MEDICAL REIMBURSEMENT PLAN Effeotive Januray 1, 1988 .r CITY OF DENTON ARTICLE I INTRODUOTIO] II DEFINITIONS 2.1 "Plan Administrator" 2.2 "Claims Administrator" 2 3 "Cafeteria Plan" 2 4 "Code" 2 5, "Company. 2 6 "Dependant" 2 7 "Effective Date" 2.8 "Employee" 2 9 "ERISA" 2 10 "Medical Reimbursement Account" 2.11. "Participant" 2.12. "Plan" 2 13 "Plan Year" 2 14. "Qualifying Medical Care Expense" III 3 1 Commencmment of Participation 3.2. Cessation of Participation 3 3. Reuustatement of Former Participant IV ELECTION TO RECEIVE MEDICAL CARE REIIffiURSEMWT 4 1 Election Procedure 4 2 Maximum Reimbursements V MEDICAL REIMBURSEMENT ACCOUNTS 5 1 Establishment of Accounts 5.2 Crediting of Accounts 5.3 Debiting of Accounts 5.4 Forfeiture of Accounts ARTICLE VI PAYMENT OF MEDICAL CARE EXPENSE 6 1 Claims for Reimbursement 6 2. Reimbursement or Payment of Expenses VII TERNINATION OF VIII 8 1 Plan Administrator 8 2 Exsmination of Records 8 3 Reliance on Tables, etc 8 4 Named Fiduoiary 8 5 Claims and Review Procedures 8 6 Non-disoriminstory Exercise of Authority 8 7 Indemnification of Administrator IX AMENDMENT OR TERW ATION OF PLAN 9.1 Amendment of Plan 9 2. Termination of Plan % MISCELLA NEW S 10 1 Communication to Employees 10 2 Limitation of Rights 10 3 Benefits Solely From General Assets 10 4 Nonassignability of Rights 10 5 No Guarantee of Tax Consequences 10.6 Indemnification of Company by Participants 10 7 Governing Law CITY OF DENTON MEDICAL REDMRSEMENT PLAN ARTICLE I - Introduction This Plan is intended to qualify as a medical reimbursement plan under Section 105(b) of the Internal Revenue Code of 1986, as amended, and is to be interpreted in a manner consistent with the requirements of Section 105(b) The purpose of the Plan is to enable Participants to elect to receive payments or reimbursements of Qualifying Medical Care Expenses that are excludable from the Participant's gross income under Section 105(b) of the Code ARTICLE II - Definitions Wherever used herein, the following terms have the following meanings unless a different meaning is clearly required by the context 2 1 "Plan Administrator" means the City of Denton or such other person or committee as may be appointed from time to time by the City of Denton to supervise the administration of the Plan 2 2 "Claims Administrator" means Employee Resource Administration Corp 2.3 "Cafeteria Plan" means the CITY OF DENTON Cafeteria Plan effective 10-1-87, as amended from time to time. 2 4 "Code" means the Internal Revenue Code of 1986, as amended from time to time Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection 2 8 "City of Denton" means CITY OF DENTON, a municipality organized under the laws of Texas. 2 6 "Dependent" means any person who falls within the definition of dependent provided in Section 162 of the Code 2 7 "Effective Date" means January 1, 1988 2 8 "Employee" means any individual employed by the City of Denton 2 9 "ERISA" means the Employee Retirement Income Security Act of 1974 2 10 "Medical Reimbursement Account" means the account described in Article V hereof 2 11 "Participant" means each Employee who participates in the Plan in accordance with Article III 2 12 "Plan" means the CITY CF DENTON Medical Reimbursement Plan as set forth herein, together with any end all amendments and supplements hereto 2 13 "Plan Year" means 12-consecutive-month period beginning with the original effective date of the Plan and each succeeding 12 month period thereafter 2 14 "Qualifying medical care Expense" means an expense incurred by a Participant, or by the spouse or Dependent of such Participant, for medical care as defined in Section 213 of the Code (including without limitation amounts paid for hospital bills, doctor and dental bills, drugs and premiums for accident and health insurance), but only to the extent that the Participant or other person incurring the expense is not reimbursed for the expense through insurance or otherwise (other than under the Plan) A pronoun or adjective in the masculine gender includes the feminine gender, and the singular includes the plural, unless the context clearly indicates otherwise. ARTICLE III - Participation 3.1 commenoement of Participation Each employee of the employer will be eligible to participate in the Plan (and his dependents will be eligible for dependent coverage to the extent provided in any supplement or constituent plan) on the Plan Year Anniversary Date after he has met all of the following requirements (a) He is a "Covered Employee" (that is, he is a member of a group of employees of the employer to which the plan has been and continues to be extended unilaterally), (b) He has filed with the Plan Administrator any written agreement electing to participate in the plan as is required by the Plan Administrator, on a form satis- factory to the Plan Administrator (c) With respect to any benefit provided for in a supplement or constituent plan, he has satisfied all of the eligibility requirements as described in an applicable supplement or constituent plan, and (d) With respect to dependent coverage, his dependents have satisfied all of the eligibility requirements for dependent coverage as described in an applicable supplement or constituent plan 3 2 Cessation of Participation. A Participant will cease to be a Participant as of the earliest of (a) the date on which the Plan terminates or (b) the date on which his election to receive medical care expense reimbursements expires or is terminated under the Cafeteria Plan 3 3 Reinstatement of Former Participant If a former Participant who is eligible under Section 3.1 elects again under the Cafeteria Plan to receive medical care expense reimbursements under this Plan, he will again become a Participant in this Plan on the effective date of such election ARTICLE N - Election to Receive Medical Care Expense Reimbursements 4 1 Election Procedure. A Participant may elect to receive payments or reimbursements of his Qualifying Medical Care Expense under this Plan by filing an election and compensation reduction agreement in accordance with the procedures established under the Cafeteria Plan An election to receive payments or reimbursements of Qualifying Medical Care Expenses shall be irrevocable during the Plan Year, subject to a change in family status, as provided in the Cafeteria Plan 4.2. Maximum Reimbursements The maximum amount which the Participant may receive under this Plan in the form of payments or reimbursements for Qualifying Medical Care Expenses incurred in any Plan Year shall be the amount by which the Participant has elected to reduce his compensation at the beginning of the applicable Plan Year, but in no event more than $10,000 per Plan Year. ARTICLE V - Medical Reimbursement Accounts 5 1 Establishment of Accounts The City of Denton will establish and maintain on its books a Medical Reimbursement Account for each Plan year with respect to each Participant who has elected to receive reimbursement of Qualifying Medical Care Expenses incurred during the Plan Year 5 2 Crediting of Accounts There shall be credited to a Participant's Medical Reimbursement Account for each Plan Year, as of each date compensation is paid to the Participant in such Plan Year, an amount equal to the reduction, if any, to be made in such compensation in accordance with the Participant's election and compensation reduction agreement under the Cafeteria Plan All amounts credited to each such Medical Reimbursement Account shall be the property of the City of Denton until paid out pursuant to Article VI 5 8 Debiting of Accounts A Participant's Medical Reimbursement Account for each Plan year shall be debited from time to time in the amount of any payment under Article VI to or for the benefit of the Participant for Qualifying Medical Care Expenses incurred during such Plan Year Amounts debited to each such Medical Reimbursement Account shall be treated as payments of the earliest amounts credited to the Account and not yet treated as paid under this sentence, under a "first-in/first-out" approach 5 4 Forfeiture of Accounts The amount credited to a Participant's Medical Reimbursement Account for any Plan Year shall be used only to reimburse the Participant for Qualifying Medical Care Expenses incurred during such Plan Year, and only if the Participant applies for reimbursement on or before the 90th day following the close of the Plan Year If any balance remains in the Participant's Medical Reimbursement Account for a Plan year after all reimbursements hereunder, such balance shall not be carried over to reimburse the Participant for Qualifying Medical Care Expenses incurred during a subsequent Plan Year, and shall not be available to the Participant in any other form or manner, but shall remain the property of the City of Denton, and the Participant shall forfeit all rights with respect to such balance ARTICLE VI - Payment of Medical Care Expense Reimbursements . 6 1 Claims for Reimbursement A Participant who has elected to receive medical care reimbursements for a Plan Year may apply to the City of Denton for reimbursement of Qualifying Medical Care Expenses incurred by the Participant during the Plan Year by submitting an application in writing to the City of Denton, in such form as the City of Denton may prescribe, setting forth (a) the amount, date and nature of the expense with respect to which a benefit is requested, (b) the name of the person, organization or entity to which the expense was or is to be paid, (c) the name of the person for whom the expense was incurred and, if such person is not the Participant requesting the benefit, the relationship of such person to the Participant, and (d) the amount recovered or expected to be recovered, under any insurance arrangement or other plan, with respect to the expense such application shall be accompanied by bills, invoices, receipts, cancelled checks or other statements showing the amounts of such expenses, together with any additional doaamentation which the Administrator may request 6 2 Reimbursement or Payment of Expenses The City of Denton, through the Claims Administrator shall reimburse the Participant from the Participant's Medical Reimbursement Account for Qualifying Medical Care Expenses incurred touring the Plan year, for which the Participant submits a written application and documentation in accordance with Section 6.1 The City of Denton may, through the Claims Administrator and at its option, pay any such Qualifying Medical Care Expenses directly to the person providing or supplying medical care in lieu of reimbursing the Participant No reimbursement or payment under this Section 6 2 of expenses incurred during a Plan Year shall at any time exceed the balance of the Participant's Medical Reimbursement Account for the Plan Year at the time of the reimbursement or payment The amount of any Qualifying Medical Care Expenses not reimbursed or paid as a result of the preceding sentence shall be carried over and reimbursed or paid only if and when the balance in such Account permits such reimbursement or payment ARTICLE VII - Termination of Participation In the event that a Participant ceases to be a Participant for any reason, any election to receive reimbursements for Qualifying Medical Care Expenses and any related compensation reduction agreement made under the Cafeteria Plan shall terminate The Participant (or his estate) shall be entitled to reimbursement only for Qualifying Medical Care Expenses incurred within the same Plan Year and prior to the 90th day after the date participation is terminated, and only if the Participant (or his estate) applies for such reimbursement in accordance with Section 6 1 on or before the earlier of (1) the 180th day following the date participation is terminated, and (2) the 90th day after the close of the Plan Year No such reimbursement shall exceed the remaining balance, if any, in the Participant's Medical Reimbursement Account for the Plan Year in which the expenses were incurred ARTICLE VIII - Administration 8 1 Plan Administrator The administrator of the Plan shall be under the supervision of the Administrator It shall be a principal duty of the Administrator to see that the Plan is carried out, in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan without discrimination among them The Administrator will have full power to administer the Plan in all of its details subject, however, to the requirements of ERISA For this purpose, the Administrator's powers will include, but will not be limited to, the following authority, in addition to all other powers provided by this Plan (a) To make and enforce such rules and regulations as it deems necessary or proper for the efficient admini- stration of the Plan, (b) To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under the Plan, (c) To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan, (d) To compute the amount of benefits which will be payable to any Participant or other person in accordance with the provisions of the Plan, and to determine the person or persons to whom such benefits will be paid, (e) To authorize the payment of benefits, (f) To appoint such agents, counsel, accountants, consultants, actuaries and claims administrator as may be required to assist in administering the Plan, and (g) To allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allooation, delegation or designation to be by written instrument and in aooordanoe with Section 405 of ERISA 8 2 Examination of Records The Administrator will make available to each Participant such of his records as pertain to him, for examination at reasonable times during normal business hours 8 3 Reliance on Tables, eto In administering the Plan, the Administrator will be entitled, to the extent permitted by law, to rely conclusively on all tables, valuations, certificates, opinions and reports which are furnished by any accountant, counsel or other expert who is employed or engaged by the Administrator 8 4 Named Fiduciary The Plan Administrator will be a "named fiduciary" for purposes of Section 402 (a) (1) of ERISA with authority to control and manage the operation and administration of the Plan, and will be responsible for complying with all of the reporting and disclosure requirements of Part I of Subtitle B of Title I of ERISA 8.5 Claims of Review Procedures (a) Claims Procedure If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Plan Administrator If any such claim is wholly or partially denied, the Plan Administrator will notify such person of its decision in writing Such notification will be written in a manner calculated to be understood by such person and will contain (i) specific reasons for the denial, (ii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary and (iv) information as to the steps to be taken if the person wishes to submit a request for review Such notification will be given within 90 days after the claim is received by the Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such person within the initial 90 day period) If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his claim (b) Review Procedure Within 60 days after the date on which a person receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which such denial is considered to have occurred) such person (or his duly authorized representative) may (i) file a written request with the Plan Administrator for a review of his denied claim and of pertinent documents and (ii) submit written issues and comments to the Plan Administrator The Plan Administrator will notify such person of its decision in writing Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific reference to pertinent Plan provisions The decision on review will be made within 60 days after the request for review is received by the Plan Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Plan Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60 day period) If the decision on review is not made within such period, the claim will be considered denied 8 6. Nondiscriminatory Exercise of Authority Whenever, in the administration of the Plan, any discretionary action by the Plan Administrator is required, the Plan Administrator shall exercise its authority in a non-disoriminatory manner so that all persons similarly situated will receive substantially the same treatment 8 7 Indemnification of Plan Administrator The City of Denton agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Plan Administrator or as a member of a committee designated as Plan Administrator (including any Employee or former Employee who formerly served as Plan Administrator or as a member of such committee) against all liabilities, damages, costs and expenses (including attorneys' fees and amounts paid in settlement of any claims approved by the City of Denton) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith ARTICLE IX - Amendment or Termination of Plan 9.1 Amendment of Plan The City of Denton reserves the power at any time or times to amend the provisions of the Plan to any extent and in any manner that it may deem advisable, by a written instrument signed by the City Manager of the City of Denton 9,2 Termination of Plan The City of Denton has established the Plan with the bona fide intention and expectation that it will be continued indefitely, but the City of Denton will have no obligation whatsoever to maintain the Plan for any given length of time and may discontinue or terminate the Plan at any time without liability Upon termination or discontinuance of the Plan, all elections and reductions in compensation related to the Plan shall terminate, and reimbursements shall be made only in accordance with Article VII ARTI9A X - Miscellaneous 10 1 Communication to Employees. Promptly after the Plan is adopted, the City of Denton will notify all Employees of the availability and terms of the Plan 10 2 Limitation of Rights Neither the establishment of the Plan nor any amendment thereof will be construed as giving to any Participant or other person any legal or equitable right against the Plan Administrator or the City of Denton, except as expressly provided herein, and in no event will the terms of employment or service of any Participant be modified or in any way be affected hereby 10 3 Benefits Solely From General Assets The benefits provided hereunder will be paid solely from the general assets of the City of Denton Nothing herein will be construed to require the City of Denton of the Plan Administrator to maintain any fund or segregate any amo4mt for the benefit of any Participant, and no Participant or other person shall have any claim against, right to, or security or other interest in, any fund, account or asset of the City of Denton from which any payment under the Plan may be made 10 4 Nonassignability of Rights The right of any Participant to receive any reimbursement under the Plan shall not be alienable by the Participant by assignment or any, other method, and will not be subject to be taken by his creditors by any process whatsoever, and any attempt to cause such right to be so subjected will not be recognized, except to such extent as may be required by law. 10 5. No Guarantee of Tax Consequences Neither the Plan Administrator nor the City of Denton makes any commitment or guarantee that any amounts paid to or for the benefit of a Participant under Article VI will be excludable from the Participant's gross income for federal or state income tax purposes, or that any other federal or state tax treatment will apply to or be available to any Participant It shall be the obligation of each Participant to determine whether each payment under Article VI is excludable from the Participant's gross income for federal and state income tax purposes, and to notify the City of Denton if the Participant has reason to believe that any such payment is not so excludable 10 6 Indemnification of City of Denton by Participants If any participant receives one or more payments or reimbursements under Article VI that are not for Qualifying Medical Care Expenses, such Participant shall indemnify and reimburse the City of Denton for any liability it may incur for failure to withhold federal or state income tax or Social Security tax from such payment or reimbursements However, such indemnification and reimbursement shall not exceed the amount of additional federal and state income tax that the Participant would have owed if the payments or reimbursements had been made to the Participant as regular cash compensation, plus the Participant's share of any Social Security tax that would have been paid on such compensation, less any such additional income and Social Security tax actually paid by the Participant 10 7 Governing Law The Plan will be construed, administered and enforced according to the laws of the State of Texas IN WITNESS WHERBOF, the City of Denton has caused this Plan to be executed in its name and on its behalf by its officers thereunto duly authorized this 1st day of January, 1988 CITY OF DENTON CITY OF DENTON DEPENDENT CARE ASSISTANCE PLAN Effeotive January 1, 1988 CITY OF DENT ON DEPENDENr CARE ASSISTANCE PLAN TABLE OF CONTENTS ARTICLE I INTRODUCTION II DEFINITIONS 2 1 "Plan Administrator" 2 2 "Claim Administrator" 2 3 "Cafeteria Plan" 2 4 . "Code" 2 5 "Company" 2 6 "Dependent" 2 7 "Dependent Care Assistance Account 2 8 "Dependent Care )bcpensea" 2 9 "Dependent Care Service provider" 2 10 "Effective Date" 2 11 "Employee" 2 12 "Participant" 2 13 "Plan" 2 14 "Plan Year" III PARTICIPATION 3.1 Commencement of Partioipation 3 2 Cessation of Participation 3 3 Reinstatement of Former Participant IV ELECTION TO RECEIVE DEPENDENT CARE ASSISTANCE 4 1 Election Procedure 4 2 Maximum Dependent Care Assistance V DEPENDENT CARE ASSISTANCE ACCOUNTS 5 1 Establishment of Accounts 5.2 Crediting of Accounts 5 3 Debiting of Accounts 5 4. Forfeiture of Accounts ARTICLE VI. PAYMENT OF DEPENDENT CARE ASSISTANCE 6 1 Claims for Reimbursement 6 2 Reimbursement or Payment of Expenses 6 3 Report to Participants on or Before January 31 of Each Year VII TECd9INATICN OF PARTICIPATION VIII. 8 1 Plan Administrator 8.2 Examination of Records 8 3.. Reliance of Tables, etc 8 4 Indemnification of Administrator IX AMENDMENT OR TERMINATION OF PLAN 9 1 Amendment of Plan 9.2. Termination of Plan 10.1. 10.2. 10 3 10 4 10 6 10.6 10 7 Cowunication to Employees Limitation of Rights Benefits Solely From General Assets Nonassignability of Rights No Guarantee of Tax Consequences Indemnification of City of Denton by Participants Governing Law I CITY OF Dl$M DEPE MEKr CARE ASSISTANCE PLAN ARTICLE I - Introduction This Plan is intended to qualify as a dependent care assistance program under Section 129 of the Internal Revenue Code of 1986, as emended, and is to be interpreted in a manner consistent with the requirements of Section 129 The purpose of the Plan is to enable participants to elect to receive payments or reimbursements of their dependent care expenses that are excludable from the Participants' gross income under Section 129 of the Code ARTICM II - Definitions Wherever used herein, the following terms have the following meanings unless a different meaning is clearly required by the context 2 1 "Plan Administrator" means the City of Denton or such other person or committee as may be appointed from time to time by the City of Denton to serve at its pleasure 2.2 "Claim Administrator" means Employee Resource Administration Corp 2 3 "Cafeteria Plan" means the City of Denton Cafeteria Plan effective 1-1-88, as amended from time to time 2 4 "Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of of any legislation which amends, supplements or replaces such section or subsection 2 5 "City of Denton " means City of Denton , a municipality organised under the laws of the State of Texas. 2.6. "Dependent" means any individual who is (a) a dependent of the Participant who is under the age of 15 and with respect to whom the Participant is entitled to an exemption under Section 151 (c) of the Code, or (b) a dependent or spouse of the Participant who is physically or mentally incapable of caring for himself 2.7 "Dependent Care Assistance Account" means the account described in Article V hereof. 2 S. "Dependent Care RKpenses" mean expenses incurred by a Participant which (a) are incurred for the care of a Dependent of the Participant or for related household services, (b) are paid or payable to a Dependent Care Service Provider, and (e) are incurred to enable the Participant to be gainfully employed for any period for which there are one or more Dependents with respect to the Participant. "Dependent Care Expenses" shall not include expenses incurred for services outside the Participant's household for the care of a Dependent unless such Dependent is described in Section 2 6(a) or regularly spends at least eight hours each day in the Participant's household Dependent Care Expenses shall be deemed to be incurred at the time the services to which the expenses relate are rendered 2 9 "Dependent Care Service Provider" means a person who provides care or other services described in Section 2 8(a) above, but shall not include (a) a dependent care center (as defined in Section 21(b) (2) (D) of the Code), unless the requirements of Code Section 21(b) (2) (C) are satisfied, or (b) a related individual described in Section 129(c) of the Code. 2 10 "Effective Date" means 1-1-88 2 11 "Employee" means any individual employed by the Company 2 12 "ERISA" means the Employee Retirement Income Security Act of 1974 2 13 "Participant" means each Employee who participates in the Plan in aocordanoQ with Article III 2 14 "Plan" means the City of Denton Dependent Care Assistance Plan as set forth herein, together with any and all amendments and supplements hereto 2 15 "Plan Year" means the 12-oonsecutive-month period beginning with the original effective date of the Plan and each suing 12 month period thereafter A pronoun or adjective in the masculine gender includes the feminine gender and the singular includes the plural, unless the context clearly indicates otherwise ARTICLE III - Participation 3.1 Commencement of Participation Each employee of the employer will be eligible to participate in the plan (anus his dependents will be eligible for dependent coverage to the extent provided in any supplement or constituent plan) on the Plan Year Anniversary Date, after he has met all of the following requirements (a) He is a "covered employee" (that is, he is a member of a group of employees of the employer to which the plan has been and continues to be extended unilaterally), (b) He has filed with the plan administrator any written agreement electing to participate in the plan as is required by the plan administrator, on a form satisfactory, to the plan administrator, (c) With respect to any benefit provided for in a supplement or constituent plan, he has satisfied all of the eligibility requirements as described in an applicable supplement or constituent plan, and (d) With respect to dependent coverage, his dependents have satisfied all of the eligibility requirements for dependent coverage as described in an applicable supplement or constituent plan 3 2 Cessation of Participation A Participant will cease to be a Participant as of the earliest of (a) the date on which the Plan terminates or (b) the date on which his election to receive dependent Care assistance expires or is terminated under the Cafeteria Plan 3.3 Reinstatement of Former Participant If a former Participant who is eligible under Section 3 1 elects again under the Cafeteria Plan to receive dependent care assistance under this Plan, he will again become a Participant in this Plan on the effective date of such election ARTICLE N - Election to Receive Dependent Care Assistance 4 1 Election Procedure A Participant may elect to receive dependent care assistance under this Plan by filing an election and compensation reduction agreement in accordance with the procedures established under the Cafeteria Plan. An election to receive dependent care assistance shall be irrevocable during the Plan Year, subject to a change in family status, as provided in the Cafeteria Plan. 4 2 Maximum Dependent Care Assistance The maximum amount which the Participant may receive in any Plan Year in the form of dependent care assistance under this Plan shall be the least of (a) the Participant's earned income for the Plan Year (after all reductions in compensation including the reduction related to dependent care assistance), (b) the actual or deemed earned income of the Participant's spouse for the Plan Year or (o) $5,000 In the case of a spouse who is a full-time student at an educational institution or is physically or mentally incapable of caring for himself, such spouse shall be deemed to have earned income of not less than $200 per month if the Participant has one Dependent and $400 per month if the Participant has two or more Dependents ARTICLE V - Dependent Care Assistance Accounts 5 1 Establishment of Accounts The City of Denton will establish and maintain on its books a Dependent Care Assistance Account for each Plan year with respect to each Participant who has elected to receive dependent care assistance for the Plan Year 5.2. Crediting of Accounts. There shall be credited to a Participant's Dependent Care Assistance Account for each Plan Year, as of each date compensation is paid to the Participant in such Plan Year, an amount equal to the reduction, if any, to be made in such compensation in accordance with the Participant's election and compensation reduction agreement under the Cafeteria Plan All amounts credited to each such Dependent Care Assistance Account shall be the property of the City of Denton until paid out pursuant to Article VI 5 3 Debiting of Accounts A Participant's Dependent Care Assistance Account for each Plan Year shall be debited from time to time in the amount of any payment under Article VI to or for the benefit of the Participant for Dependent Care Expenses incurred during such Plan Year Amounts debited to each such Dependent Care Assistance Account shall be treated as payments of the earliest amounts credited to the Account and not yet treated as paid under this sentence, under a "first-in/first-out" approach 5 4. Forfeiture of Accounts. The amount credited to a Participant's Dependent Care Assistance Account for any Plan Year shall be used only to reimburse the Participant for Dependent Care Expenses incurred during such Plan Year, and only if the Participant applies for reimbursements hereunder, such balance shall not be carried over to reimburse the Participant for Dependent Care Expenses incurred during a subsequent Plan Year, and shall not be available to the Participant in any other form or manner, but shall remain the property of the City of Denton, and the Participant shall forfeit all rights with respect to such balance ARTICLE VI - Payment of Dependent Care Assistance 6 1. Claims for Reimbursement A Participant who has elected to receive dependent care assistance for a Plan Year may apply to the City of Denton or its designated Claims Administrator for reimbursement of Dependent Care Expenses incurred by the Participant during the Plan Year by submitting an application in writing to the Company, or the Claims Administrator, in such form as the City of Denton or the Claims Administrator ■ay prescribe, setting forth (a) the amount, date and nature of the expense with respect to which a benefit is requested, (b) the name of the person, organization or entity to which the expense was or is to be paid, and (c) such other information as the City of Denton or the Claims Administrator may from time to time require. Such application shall be accompanied by bills, invoices, receipts, cancelled checks or other statements showing the amounts of such expenses, together with any additional documentation which the City of Denton or the Claims Administrator may request 6 2 Reimbursement or Payment of Expenses The City of Denton through the Claims Administrator shall reimburse the Participant from the Participant's Dependent Care Assistance Account for Dependent Care Expense incurred during the Plan Year for which the Participant submits documentation in accordance with Section 6 1 The City of Denton through the Claims Administrator, at its option, may pay any such Dependent Care Expenses directly to the Dependent Care Service Provider in lieu of reimbursing the Participant No reimbursement or payment under this Section 6 2 of expenses incurred during a Plan year shall at any time exceed the balance of the Participant's Dependent Care Assistance Account for the Plan Year at the time of the reimbursement or payment The amount of any Dependent Care Expenses not reimbursed or paid as a result of the preceding sentence shall be carried over and reimbursed or paid only if and when the balance in suoh Account permits such reimbursement or payment 6 3 Report to Participants On or before the end of the Plan Year, the Administrator shall furnish to each Participant who has received dependent care assistance during the prior Plan Year a written statement showing the amount of such assistance paid during such year with respect to the Participant ARTICLE VII - Termination of Participation In the event that a Participant ceases to be a Participant in this Plan for any reason, the Participant's compensation reduction agreement relating to dependent care assistance shall terminate The Participant (or his estate) shall be entitled to reimbursement only for Dependent Care Expenses incurred within the sauce Plan Year and prior to the 90th day after the date participation is terminated, and only if the Participant (or his estate) applies for such reimbursement in accordance with Section 6 1 on or before the earlier of (1) 180th day following the date participation is terminated, and (2) the 90th day after the close of the Plan Year No such reimbursement shall exceed the remaining balance, if any, in the Participant's Dependent Care Assistance Account for the Plan Year in which the expenses were incurred ARTICLE VIII - Administration 8 1 Plan Administrator. The administration of the Plan shall be under the supervision of the Administrator It shall be a principal duty of the Administrator to see that the Plan is carried out, in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan without discrimination among them The Administrator will have full power to administer the Plan in all of its details, subject to applicable requirements of law For this purpose, the Administrator's powers will include, but will not be limited to, the following authority, in addition to all other powers provided by this Plan (a) To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan, including the establishment of any claims prcedures that may be required by applicable provisions of law, (b) To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under the Plan, (c) To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan, (d) To appoint such agents, counsel, accountants, consultants and/or Claims Administrator as may be required to assist in administering the Plan, and (e) To allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allooation, delegation or designation to be by written instrument and in accordance with applicable requirements of law 8.2 Examination of Records The Administrator will make available to each Participant such of its records under the Plan as pertain to his, for examination at reasonable times during normal business hours 8 S Reliance an Tables, eto. In administering the Plan, the Administrator will be entitled to the extent permitted by law to rely conclusively on all tables, valuations, certificates, opinions and reports which are furnished by acoamtante, counsel or other experts employed or engaged by the Administrator 8 4 Named Fiduciary The Plan Administrator will be a "named fiduciary" for purposes of Section 402 (a) (1) of ERISA with authority to control and manage the operation and administraton of the Plan, and will be responsible for complying with all of the reporting and disclosure requirements of Part I ofSubtitle B of Title I of ERISA 8 b. Claims of Review Procedures (a) Claims Procedure If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Plan Administrator If any such claim is wholly or partially denied, the Plan Administrator will notify such person of its decision in writing Such notification will be written in a manner calculated to be understood by such person and will contain (i) specific reasons for the denial, (ii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary and (iii) information as to the steps to be taken if the person wishes to submit a request for review Such notification will be given within 90 days after the claim is received by the Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such person within the initial 90 day period) If such notification is not given within such period, the claim will be considered denied as of the last day of such period of such person may request a review of his claim (b) Review Procedure Within 60 days after the date on which a person receives a written notice of a denied claim (or, if applicable, within 90 days after the date on which such denial is considered to have occurred) such person (or his duly authorized representative) may (i) file a written request with the Plan Administrator for a review of his denied claim and of pertinent documents and (ii) submit written issues and comments to the Plan Administrator The Plan Administrator will notify such person of its decision in writing Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific reference to pertinent Plan provisions The decision on review will be made within 60 days after the request for review is received by the Plan Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Plan Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60 day period) If the decision on review is not made within such period, the claim will be considered denied 8 6 Nondiscriminatory Exercise of Authority Whenever, in the administration of the Plan, any discretionary action by the Plan Administrator is required, the Plan Administrator shall exercise its authority in a non-discriminatory manner so that all persons similarly situated will receive substantially the same treatment 8 7 Idemnification of Administrator The City of Denton agrees to idemnify and to defend to the fullest extent permitted by law any Employee serving as the Administrator or as a member of a committee designated as Administrator (including any Employee or former Employee who formerly served as Administrator or as a member of such committee) against all liabilities, damages, costs and expenses (including attorneys' fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith ARTICLE IX - Amendment or Termination of Plan 9.1 Amerv*m t of Plan The City of Denton reserves the power at any time or times to amend the provisions of the Plan to any extent and in any manner that it may deem advisable, by a written instrument signed by the City Manager of the City of Denton 9.2. Termination of Plan. The City of Denton has established the Plan with the bona fide intention and expectation that it will be continued indefinitely, but the City of Denton will have no obligation whatsoever to maintain the Plan for any given length of time and may discontinue or terminate the Plan at any time without liability Upon termination or discontinuance of the Plan, all elections and reductions in compensation relating to the Plan shall terminate, and reimbursements shall be made only in accordance with Article VII ARTICLE X - Miscellaneous 10,1 Communication to Employees Promptly after the Plan is adopted, the City of Denton will notify all Employees of the availability and terms of the Plan 10.2 Limitation of Rights. Neither the establishment of the Plan nor any amendment thereof will be construed as giving to any Participant or other person any legal or equitable right against the Administrator or the Company, except as expressly provided herein, and in no event will the terms of employment or service of any Participant be modified or in any way be affected hereby 10.3 Benefits Solely from General Assets The benefits provided hereunder will be paid solely from the general assets of the Company Nothing herein will be construed to require the City of Denton or the Administrator to maintain any fund or segregate any amount for the benefit of any Participant, and no Participant or other person shall have any claim against, right to, or security or other interest in, any fund, account or asset of the City of Denton from which any payment under the Plan may be made 10 4 Nonassignability of Rights The right of any Participant to receive any reimbursement under the Plan shall not be alienable by the Participant by assignment or any other method, and will not be subject to be taken by his creditors by any process whatsoever, and any attempt to cause such right to be so subjected will not be recognized, except to such extent as may be required by law. 10.5 No Guarantee of Tax Conseeuences Neither the Administrator nor the City of Denton makes any commitment or guarantee that any amounts paid to or for the benefit of a Participant under Article VI will be excludable from the Participant's gross income for federal or state income tax purposes, or that any other federal or state tax treatment will apply to or be available to any Participant It shall be the obligation of each Participant to determine whether each payment under Article VI is excludable from the Participant's gross income for federal and state income tax purposes, and to notify the City of Denton if the Participant has reason to believe that any such payment is not so excludable 10 6 Indemnification of City of Denton Participants If any Participant receives one or more payments or reimbursements under Article VI that are not for Dependent Care Expenses, such Participant shall indemnify and reimburse the City of Denton for any liability it may incur for failure to withhold federal or state incase tax or Social Security tax from such payments or reimbursements However, such indemnification and reimbursement shall not exceed the amount of additional federal and state income tax that the Participant would have owed if the payments of reimbursements had been made to the Participant as regular cash compensation, plus the Participant's share of any Social Security tax that would have been paid on such compensation, less any such additional income and Social Security tax actually paid by the Participant 10 7 Governing Law The Plan will be construed, administered and enforced according to the laws of Texas IN WITNESS WHEREOF, the City of Denton has caused this Plan to be executed in its name and on its behalf by its officers thereunto duly authorized this 1st day of January, 1988 CITY OF DE'NTON