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1987-2262125L No 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 HERSBY 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 expenditure of funds 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 affected in exhibit B attached hereto upon receipt of confirmation from Deloitte Haskins & Sells that the Plan complies with all applicable federal laws SECTION IV That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the~ day of~, 1987 ATTEST DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY 1HE STATE OF TEXAS § AGREEMENT PETI~EEN THE CITY OF DENTON AND EMPLOYEE RESOURCES ADMINISTRATION CORPORATION COUNTY OF DENTON ~ Thxs agreement, executed the 1st day of January, I988, is between the City of Denton and Employee Resource Administration Corporation, (the Claxms ^dmmlstrator), 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 whlch 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 Retire~ent Income Security Act of 1974) ~s 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, 1988 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 Admnlstrator 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 C~ty o£ 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 Page 2 d Pro¥Ide claim review, examination, and benefit payments, ~n acco dance with the Plan Document e b~ntaln the Plan checking account, and all the necessary records for the Plan (~f reqmred) f Communicate the Plan to the C~ty of Denton employees ~n accordance w~th the Claims Administrator proposal submitted on July 1S, 1987 g Prowde Information for form $$00 preparation h Prepare ant~-d~scrmlnat~on report as required by law 2 2 The Claims Administrator ~s authorized to do all th~ngs ~t deems necessary to carry out the terms and purposes of th~s Agreement, Including the execution of documents ~n the name of the Plan 2 3 The Claims Administrator shall design and prowde all necessary forms for the Implementation, admn~strat~on, and operation of the Plan SECTION III The City of Denton 5 1 The City of Denton shall assist the Claims Administrator ~n any reasonable manner as to prowde the serwces as set forth by the Plan Such assistance shall Include, but not be lm~ted to the following a The C~ty of Denton shall prowde the Clams Administrator w~th a complete hst of all employees who are eligible for benefits of the Plan Thereafter, the City of Denton shall promptly not~fy the Claims Administrator of any and all changes ~n employment for purpose of determining eligibility for the Plan Notification shall ~nclude termination, lay off, change In classification, change ~n dependent status, or any other change that may affect the eligibility of any employee of the C~ty of Denton 3 2 The City of Denton shall prowde the necessary funds to pay the Plan expenses The City of Denton shall transfer all funds necessary to the proper account in order that proper d~str~butlon by the Claims Administrator may be carried out a The C~ty of Denton shall collect the contr~butlons made by the participants of the plan, In the manner ~t 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 ~ts hab~lltles, the City of Denton hereby agrees to make all necessary contributions to meet the obligations ~ncurred by the Plan for ~ts eligible participants and eligible dependents where applicable The Plan hab~l~t~es shall include premiums, claims costs, and administration costs as billed by the Claims Admnlstrator Page 3 3 3 The City of Denton shall assist in the enrollment of the employees ~nto the Plan, and shall maintain a supply of forms, enrollment cards or other documents, ano shall distribute or make available such documents to the employees 3 ~ 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 ~eneflts 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 application 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 Document 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 by the Plan, and arrange for the payment of such amotmt If the Claims Administrator determines that the applicant is not eligible for benefits from the Plan or any portion thereof is denied or 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 ~nwhole or part, as the Claims Administrator feels may be in the best interests 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 ~he Claims Administrator shall be responsible for the initial review of all disputed claims SECTION V Compliance ~lth ERISA and Indemnification of City S 1 The City of Denton and the Claims Administrator agree to comply ~n all respects, individually and collectively, with the Employee Retirement Income Security Act of 1975 (ERISA) and amendments thereto, and with all federal and/or other regulations pertaining thereto, as they relate to the plan Page 4 Clams Admn~strator agrees to ~ndemn~fy and hold the C~ty of Denton harmless from any and all loss, damage and expense, ~nclud~ng court costs and attorney's fees, resulting from and ar~s~n~ out of clams, demands~ or lawsmts brought against the Claims Administrator for any negligent act or omxssxon in administering the Plan Further, the Claims Administrator agrees to indemnify the C~ty of Denton and hold the C~ty of ~enton harmless against any and all loss, damage and expense resulting from or arising out of dishonest, fraudulent, or crm~nal acts o£ the Clams Administrator's officers and/or employees~ acting alone or In collusion ~lth others SECTION VI 6 1 The ~n~t~al set-up fee, for the f~rst year only, ~11 be $1,000, payable upon completion of open enrollment In addition, a fee of $4 50 per employee for supplies and $17 50 per employee for communication materials shall be pa~d upon completion of open enrollment Sa~d w~ll be based upon the number of employees that are eligible to participate xn the Plan The Clams Administrator shall be entitled to a fee for ~ts serwces to the Plan and under th~s agreements ~h~ch shall be determned by the number of employees enrolled by the C~ty of Denton at the begxnn~ng of each month That fee shall be an annual charge of $12 00 per a In addition, a fee of $3 00 shall be charged for each nt per month 6 2 The fee agreed upon hereof shall be reviewed ~th any plan changes and/or at least on an annual bas~s by both the C~ty of Denton and the Claims Admn~strator to determine the adequacy of such fees The fees prowded for herein may be adjusted by ~r~tten amendment to the agreement approved by both part~es SECTION ¥II Termnat~on of A~reement for Claims Admn~strator 7 1 Th~s agreement may be terminated at any t~me by e~ther party by prowd~ng n~nety days written not~ce to the other party Upon notification of termmat~on by e~ther party, the Claims Administrator shall continue to process all claims ~ncurred up to the date of termnatlon, and shall, not later than s~xty days after the date of termination, prepare and del~ver to the C~ty of Denton a f~nal and complete accounting and report of the Plan's financial actlwtles 7 2 Should either party fall to perform ~n accordance w~th the prows~ons of th~s Agreement, the other party may treat such failure as a default of th~s Agreement and g~ve the defaulting party thirty (30) days' WT~tten notice to cure such default In the event such default ~s not cured w~th~n said time frame, the party g~v~ng such not~ce may terminate th~s Agreement Page 5 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 government, the state government, or any polltlcal 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 8 4 In the event that the City of Denton shall fall to make any required contributions to the Plan, the Clams Administrator shall have the right to terminate this agreement upon fifteen days written notice to the City of Denton 8 $ 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 hereby is designated the agent for service of legal process on behalf of the Plan at its principal office 8 7 Claims Administrator agrees that it shall be in compliance 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 Page 6 SECTION IX Effective Date and Term 9 1 This agreement shall become effective on January 1, 1988, prowded that the C~ty of Denton has adopted the Cafeteria Plan described ~n Section 1 1 If the C~ty of Denton has not adopted the plan on or before January 1, 1988, th~s 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 outhned in Section 9 1 9 3 Th~s agreement may, however, be extended for up to two (2) additional one year periods, upon wrltten approval from the Clty~na~er IN WITNESS I~HEREOF, the C~ty of Dentor~ and the Claxms Admn~strator have. executed this agreement at~~ , this ~/~'~day o~ CITY OF DENTON, TEXAS RAY S~PHENS/MAYOR ATTEST J~FER ~LTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY ~HE CLAIY~S ADMINISTRATOR E}z~LOYEE RESOURCE ADMINISTRATION CORPORATION JEI~Y/PiURD, PRESIDENT 4397P 120387 1140