Loading...
Agenda 07/27/2010 Item #16E 2Agenda Item No. 16E2 July 27, 2010 Page 1 of 22 EXECUTIVE SUMMARY Recommendation to approve an Agreement with Matrix Absence Management, Inc. for the administration of Short Term Disability Claims in the amount of $55,440 per year. OBJECTIVE: To provide a competitive, best value Group Life and Disability insurance program as part of the County's comprehensive group insurance package. CONSIDERATIONS: The Board of County Commissioners through its Risk Management Department administers a Group Insurance Program for its employees and their eligible dependents. As part of this program, the County provides a 40% short term disability benefit. Employees may also purchase additional short term disability coverage to a maximum benefit of 66 2/3% (a 26 2/3% buy -up benefit). The short term disability benefit is self funded and requires a third party claims administration vendor to administer claims presented to the program. On April 27, 2010 the Board approved the award of Group Life, Long Term Disability, Short Term Disability Administration Services, and Accidental Death Insurance to Reliance Standard Life Insurance Company. Reliance utilizes the services of Matrix Absence Management, Inc. to administer short term disability claims as part of the overall program. During the implementation phase of the project, it was determined that a contract with Matrix Absence Management, Inc. is needed to properly administer the program. A separate agreement with Matrix Absence Management does not change the original recommendation nor does it change the price quotation in the original award. Rather, it formally recognizes the relationship between the County and the short term disability claims administration vendor for Reliance Standard Life. Approval is also sought for the County Manager to execute IRS Form 2678 (copy attached) appointing Matrix as its agent to insure the proper withholding of Federal Income Taxes, Social Security Taxes and Medicare Taxes and permitting it to prepare the necessary quarterly and annual tax forms from disability payments administered by Matrix. FISCAL IMPACT: The estimated annual cost to provide short term disability claims administration services is $55,440 based upon enrollment. The effective date of the Agreement is August 1, 2010. There are sufficient funds available in Fund 517, Group Health and Life for this purchase. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this item. LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County Attorney's Office and is legally sufficient for Board action —SRT. RECOMMENDATION: It is recommended that the Board approves an Agreement with Matrix Absence Management, Inc. for the administration of Short Term Disability Claims and Agenda Item No. 16E2 July 27, 2010 authorizes the Chairman to execute the Agreement and authorizes the County "aaagefi d8 execute IRS Form 2678 appointing Matrix as its agent to insure the proper withholding of Federal Income Taxes, Social Security Taxes and Medicare Taxes and permitting it to prepare the necessary quarterly and annual tax forms from disability payments administered by Matrix. PREPARED BY: Jeffrey A. Walker, CPCU, ARM, Director, Risk Management Agenda Item No. 16E2 July 27, 2010 Page 3 of 22 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number. 16E2 Item Summary: Recommendation to approve an Agreement with Matrix Absence Management, Inc. for the administration of Short Term Disability Claims in the amount of $55,440 per year. Meeting Date: 7/27/2010 9:00:00 AM Prepared By Jeffrey A. Walker, CPCU, ARM Director - Risk Management Date Administrative Services Division Risk Management 6/30/2010 10:34:36 AM Approved By Jeffrey A. Walker, CPCU, ARM Director - Risk Management Date Administrative Services Division Risk Management 6/30/2010 10:34 AM Approved By Scott R.Teach Deputy County Attorney Date County Attorney County Attorney 7/12/2010 9:47 AM Approved By Len Golden Price Administrator - Administrative Services Date Administrative Services Division Administrative Services Division 7/1412010 9:20 AM Approved By OMB Coordinator Date County Manager's Office Office of Management & Budget 711412010 1012 AM Approved By Therese Stanley Manager - Operations Support - Trans Date Office of Management & Budget Office of Management & Budget 7/14/2010 6:46 PM Approved By Mark Isackson Management/Budget Analyst, Senior Date Office of Management & Budget Office of Management & Budget 7/15/2010 8:31 AM MaTRIX Absence Management, Inc. Agenda Item No. 1GE2 July 27, 2010 Page 4 of 22 a DELMcompany ADMINISTRATIVE SERVICES AGREEMENT THIS AGREEMENT is made as of August 1, 2010 by and between Collier County Board of County Commissioners, a political subdivision of the State of Florida ( "Client"), and Matrix Absence Management, Inc., a corporation organized and existing under the laws of the State of Delaware ( "Matrix ") . RECITALS WHEREAS, Client is an employer that provides benefits for its employees; and WHEREAS, Client desires to establish a benefit program (hereinafter defined as the "Plan" or "Plans" as that term is defined in the Definition section of this Agreement) incorporating Self Insured Short Term Disability; and WHEREAS, Client is the Plan Sponsor for the Plans; and WHEREAS, Matrix offers absence and disability management products to employers; and WHEREAS, Client desires to utilize Matrix's absence and disability management services for Participants and Employees, and Matrix desires to afford Client access to its absence and disability management services; THEREFORE, in accordance with the terms and conditions contained herein, acknowledged to be good and sufficient consideration, the parties agree as follows: I. DEFINITIONS "Allocated Loss Adjustment Expenses" means all costs, charges or expenses incurred by Matrix, its agents or its employees which are properly chargeable to a Claim including, without limitation, court costs, fees and expenses of IME's, attorneys, independent adjusters, investigators, appraisers, medical cost containment service providers, experts and witnesses, and fees for obtaining diagrams, reports, documents and photographs and any other items which are deemed necessary or appropriate to process a Claim, but do not include the fees for services performed by Matrix employees. "Agreement Period" means the period from Effective Date through the date terminated by either party. "Effective Date" means, the date upon which this Agreement and the services described herein shall begin to be delivered. "Eligible Pay" means the definition of Eligible Pay set forth in the applicable Summary Plan Description. "Employee" means an employee of Client. Agenda Item No. 16E2 July 27, 2010 Page 5 of 22 - "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to ime, and the regulations promulgated thereunder. "IME" means independent medical examination. "Participant" means an Employee who elects to enroll in the Plans and Client determines is eligible for, and who is enrolled in, and covered by the Plans. "Plans" means the Disability Program(s), to which this Agreement applies, as described in the Summary Plan Descriptions. "Proprietary Business Information" means information about Client's business or Matrix's business that is confidential, proprietary, trade secret or is not readily available to the general public; or, information that has been designated by Client or Matrix as confidential or proprietary. "Return to Work" or "RTW" means a transition process for return to active work of those Employees or Participants who are (1) receiving short-term disability benefits or long -term disability benefits, and /or (2) absent from work due to an approved leave, and who have a medical release to return to work at modified duty or with restrictions. "Service Period" The billing period in which Matrix provides Administrative Services to the Client. "Self- Fund" or "Self- Funded" means that Client has the sole responsibility to pay, and provide funds, for all covered Plan benefits and applicable payroll taxes during the term of this Agreement, excluding administrative expenses. "STD" means short-term disability. "Summary Plan Descriptions" or "SPD" means documents provided to Participants describing the terms and conditions of coverage offered under the Plans. Tax" or "Taxes" means taxes, assessments and all other federal, state, local or other governmental - harges. 2 Agenda Item No. 16E2 July 27, 2010 Page 6 of 22 II. OBLIGATIONS OF Matrix A. General Obligations Matrix shall administer the Plans in accordance with the terms and conditions of the Plans and this Agreement. 1. In carrying out its responsibilities under this Agreement, Matrix shall provide the following general administrative services: (a) Matrix shall use commercially reasonable efforts to assist Client with respect to its Plan when requested by Client concerning issues of program design, including benefits and eligibility and other related administrative services. (b) Matrix shall design, produce, and distribute communication materials subject to prior approval by Client as related to the Plans implementation process. Client agrees to cooperate in the review and approval of such materials in a timely manner. (c) Matrix is responsible for maintaining and training adequate levels of staff and providing a toll -free customer service telephone number for responding promptly to inquiries from Client, Client's administrative staff, Employees, former Employees that have or have had an active claim under the Plan, Participants and providers concerning the Plans. (d) Matrix shall provide assistance to Client's staff during the Plan's implementation process. Ongoing assistance with training as reasonably requested by Client upon mutual agreement of the parties will be provided at a fee to cover associated expenses. (e) Matrix shall provide assistance with review of the Summary Plan Descriptions developed by Client for each product line. Client is responsible for the costs of printing and distributing the Plan, Summary Plan Description and related documents to its participants. (f) Matrix shall prepare and distribute to Participants, as appropriate, forms and related materials required for processing claims. (g) Matrix shall provide information as permitted by law to assist Client in preparing reports required to be furnished to governmental entities regarding the Plans. B. Specific Obligations 1. Matrix agrees to provide standard web based reports that are available without modification. Customized reports may be available by mutual agreement at an additional charge. 2. Disability Claim Management Services (a) Matrix shall provide the following services with respect to the claims submitted under the Plan: (i) Matrix will evaluate each disability claim and provide clinical duration management advice that conforms to Matrix and industry standards and practices. Matrix will recommend the disability duration and will provide appropriate information to Client to facilitate RTW. (ii) Matrix will make disability determinations regarding claims presented under the Plan to facilitate the issuance of benefits in accordance with the Plan. 3 Agenda Item No. 16E2 July 27, 2010 Page 7 of 22 (iii) During the term of this Agreement and any renewals thereof, all initial requests for claims under the Plan will be made by the Participant through the toll —free number provided or on the Matrix website. (iv) Matrix will obtain all necessary medical information from the Participant and the appropriate medical provider(s) and advise Client as to the continued disability status of Participants. Client and Matrix will distribute the necessary "release of medical information" authorizations to the Participant. (v) Matrix will provide assistance to Participants regarding eligibility and application for Social Security Disability benefits, as appropriate. (vi) At Client's expense, Matrix will arrange special investigative services, IMEs, rehabilitative services, or any other services constituting Allocated Loss Adjustment Expenses as an allocated expense to the Plan. (vii) As per the fees outlined in Exhibit A, and with Client's advance approval, Matrix will administer the Claims Appeals Briefs. All initial claims shall be reviewed by Matrix. Matrix shall respond to such claims within a reasonable period of time, but not later than 45 days after the claim is submitted, provided that this period may be extended by up to 30 days if Matrix determines that such an extension is necessary due to matters beyond the control of the Plan and Matrix notifies the Claimant and Client of the extension before the expiration of the initial 45 -day period. If before the end of the 30 -day extension period, Matrix determines that due to matters beyond the control of the Plan, a decision cannot be rendered within the extension period, Matrix may extend the period for up to an additional 30 days, provided that Matrix notifies the Claimant and Client of the extension before the end of the first 30 -day extension period. All such initial claim reviews and notifications shall be performed by Matrix in a manner consistent with the Plan document.At Client's expense, Matrix will arrange special investigative services, IMEs, rehabilitative services, or any other services constituting Allocated Loss Adjustment Expenses as an allocated expense to the Plan. (viii) Matrix agrees to calculate and make payments for one LTD claim insured with Sun Life for the additional 16 2/3 % incremental amount due over what is covered by the insured program. Matrix will not provide any nurse casemanagement, or any other services other than paying the amount due. Client agrees that Matrix will not be responsible for any overpayments due to incomplete or inaccurate information supplied to it from either the Client or Insured Carrier. Fees for this service are included in Exhibit A. The payment shall be made from Client's escrow account for Short Term Disability. C. Claims Processinq Services 1. Matrix shall process claims for covered benefits under the Plan for Participants. Claims for Plan benefits must be submitted in a form that is satisfactory to Matrix. Matrix will use claim procedures and standards that Matrix develops for benefit claim determination. Client delegates to Matrix the discretion and authority to use such procedures and standards. 2. Client delegates to Matrix the discretionary authority to determine the validity of claims under the Plan. This delegation is subject to Client's retention of full responsibility as Plan Administrator for the final review of claims, and Client has the Agenda Item No. 16E2 July 27, 2010 Page 8 of 22 discretionary authority to administer, construe and interpret the terms of the Plans and to make final, binding determinations concerning the availability of Plan benefits. 3. It is expressly agreed by the parties that Client will be the Plan Administrator and named fiduciary of the Plan, as those terms are defined by ERISA or any similar or successor law (collectively referred to as ERISA) with the exclusive authority to control and manage the operation of the Plan and that Matrix will be a fiduciary with respect to the Plan solely for purposes of, and to the extent that, its services relating to claims processing and review of appeals are considered fiduciary functions under ERISA and Matrix will have no other fiduciary obligations under the Plan on account of this Agreement. In reviewing and making decisions on claims for benefits, Matrix will have the discretionary authority to interpret the terms of the Plan and to make factual determinations, including determining eligibility for benefits and validity of charges submitted for reimbursement. 4. Matrix shall determine Participant benefits payable, if any, for each claim and shall notify the Participant of the payment or if there is a denial or partial denial in accordance with the provisions of the Plan. Where no benefits are payable, Matrix shall notify the participant of the denial and any right to appeal the denial as prescribed in the Plans, set forth in the Summary Plan Descriptions, this Agreement and /or which are required under applicable law. This notification will be designed to comply with the ERISA requirements for claim denial notices. 5. In processing claims under this Agreement, Matrix shall adhere to the Plan provisions relating to third party liability for such claims, including without limitation non - duplication of benefits, Worker's Compensation, and subrogation. D. Enrollment Services for the Plan. Client shall be responsible for determining the eligibility of Employees to be Participants. Client or its designated third -party benefits administrator shall provide, and Matrix shall accept in an agreed upon format, eligibility information electronically or otherwise on a weekly basis or as needed. Matrix shall be entitled to rely on the most current information provided by Client regarding eligibility of Participants in paying Plan benefits and providing other services under this Agreement. E. Compliance with Laws. Matrix represents and warrants that it will remain, throughout the period in which this Agreement is effective, in compliance with all laws, rules, and regulations that are now or hereafter promulgated by any governmental authority or agency that govern or apply to the operation and /or use of the services described herein or that otherwise govern or apply to Matrix. F. Privacy. Matrix represents and warrants that it will remain, throughout the period in which this agreement is effective, in compliance with applicable federal privacy laws and regulations. G. Other Obligations of Matrix. Matrix agrees to discharge its duties with respect to this Agreement solely in the interest of Participants and with the care, skill, prudence, and diligence under the circumstances then prevailing as would a prudent person, acting in a like capacity and familiar with such matters in accordance with, and pursuant to, the provisions of the Plan. L7 Agenda Item No. 16E2 July 27, 2010 Page 9 of 22 III. OBLIGATIONS OF Client A. Responsibility for the Plan. Except to the extent this Agreement specifically requires Matrix to have the responsibility for a Plan's administrative function, Client is responsible for the Plan. Matrix is not the plan administrator of the Plan(s). B. Description of the Plan. Client will give Matrix a written description of the Plan benefits and Plan provisions in a timely manner, so that Matrix will be able to provide its services under this Agreement on the effective date. C. Plan Documents. Client will provide Matrix with copies of Plan documents and Employee communications. Client will provide to Matrix any documentation within reason, which Matrix requests for review. D. Plan Changes. Client will notify Matrix in writing if Client intends to change relevant Plan benefits or other relevant Plan provisions, including termination of the Plan, within a reasonable period of time but no less than thirty (30) days prior to the change becoming effective. E. Compliance with Laws. Client represents and warrants that it will remain, throughout the period in which this Agreement is effective, in compliance with all laws, rules, and regulations that are now or hereafter promulgated by any governmental authority or agency that govern or apply to the operation and /or use of the services described herein or that otherwise govern or apply to Client. Client acknowledges that while Matrix may, from time to time, advise client of regulatory changes that it becomes aware of which may affect the Plans, it is the Client's sole responsibility to maintain awareness of all regulatory changes, and to make such modifications to the Plans as may be required. IV. PAYMENT ARRANGEMENTS A. Due Dates. Payments, and Penalties Matrix's charges for its Administrative Services under this Agreement are set forth in Exhibit A attached to and made a part of this Agreement, as may be changed from time to time by written agreement between Matrix and Client. All invoices are due and payable on the first day of the start of the Service Period. Payment shall be in compliance with Section 218.70, Florida Statutes, otherwise known as the "Local Government Prompt Payment Act." V. FUNDING ARRANGEMENTS FOR SELF - FUNDED PLANS A. Funding. Matrix will not be required to advance its own funds to pay expenses, for any Covered Claim. If Client fails to promptly provide funds sufficient to make required payments on a timely basis, Matrix will have no obligation to perform any further services and may terminate this Agreement if such failure continues for fifteen days after Matrix's written notice to Client. B. Termination of Agreement. When this Agreement terminates, the method of providing funds for Plan benefits shall remain in place for the period of time as agreed to by the parties. L•" Agenda Item No. 16E2 July 27, 2010 Page 10 of 22 VI. SERVICE FEES Client agrees to pay to Matrix the service fees attached as Exhibit A to this Agreement and incorporated herein by reference. VII. COMPENSATION TO Matrix Client shall pay Matrix the administrative fees provided for in Exhibit A. Any expenses or fees for products or services not specified in this Agreement, must be agreed to and approved in writing by Client and Matrix prior to commencement of such products or services. A. Changes in Service Fees. If Client and Matrix agree, Matrix can change the service fees: (1) on each Agreement Period anniversary; (2) any time there are changes made to this Agreement or the Plans, which affect the fees; or (3) when there are changes in laws or regulations which affect the services Matrix is providing, or will be required to provide, under this Agreement. Any new service fee which arises out of such change will be effective on the date agreed to by the parties. Matrix shall, however, provide Client with sixty (60) days prior written notice of the revised service fees for subsequent Agreement Periods, and service fee adjustments. If the parties are unable to agree on the changes to terms or fees, the Agreement shall terminate upon (60) days written notice from Matrix. VIII. CLAIMS PAYMENT ADVANCES & TAXES A. Claims Payment Advances. Under no circumstances shall Matrix be required to advance funds to pay for benefits administered under this Agreement. B. Taxes. If Matrix receives notice that any kind of governmental unit or agency contemplates imposing any use or sales tax, surcharge, or other assessment of any kind ( "Tax ") with respect to benefits paid or any aspect of services rendered by Matrix under this Agreement, Matrix shall provide Client with written notice as soon as practicable of receipt of such notice and Client will pay such Tax. If Matrix fails to give notice to Client of such Tax within a reasonable time period, then Matrix shall reimburse Client for such, interest and penalties that may be assessed against Client for nonpayment (to the extent permissible by law). The Taxes described in the preceding sentences shall not include any income or similar tax imposed on Matrix that is attributable to the Agreement. Client shall, at its sole discretion, appeal the Tax or take other action as permitted by the terms of this Agreement, including termination of this Agreement upon sixty (60) days written notice to Matrix. IX. INSURANCE AND INDEMNIFICATION A. Fidelity Bond. Matrix, at its sole cost, shall procure and maintain in force during the term of this Agreement a fidelity bond in the amount of not less than one million dollars ($1,000,000) covering all employees of Matrix. B. Insurance. Matrix, at its sole cost, shall maintain commercial general liability and professional liability insurance (errors and omissions liability) policies (or self- insurance programs) with a minimum limit of two million dollars ($2,000,000) per occurrence and annual aggregate, to insure against claims arising out of services performed under this Agreement. The general liability insurance policy should also include personal injury and contractual liability. C. Indemnification Each of Client and Matrix, and their officers, employees, and agents (collectively referred to as "Indemnitor ") agrees to hold the other party ( "Indemnitee ") harmless and indemnify Indemnitee from and against any and all claims, liability, loss, obligation, suit, judgment, damage, expenses and costs, including reasonable attorneys' fees and costs of defense (collectively "damages ") which may be asserted against or incurred by Indemnitee which arise out of or in connection with Indemnitor's performance or 7 Agenda Item No. 16E2 July 27, 2010 Page 11 of 22 failure to perform its obligations under this Agreement; provided, however, that such indemnification will, not apply to Damages resulting from or relating to Indemnitee's negligence, bad faith, willful misconduct, breach of contract or to the extent ERISA applies, breach of fiduciary duty; and further provided that Indemnitee agrees to reasonably cooperate with Indemnitor in the defense of any claims or litigation. In no event, however, shall Matrix be responsible for payment of any underlying benefits due under the Plan. The foregoing indemnification shall not constitute a waiver of sovereign immunity by Client beyond the limits set forth in Florida Statutes, Section 768.28 (as amended). X. PLAN BENEFITS LITIGATION If a demand is asserted or litigation proceedings or arbitration is commenced by a Participant or any other person to recover benefits ( "Plan Benefits Litigation ") against Matrix, Client or any combination of the parties, Matrix will immediately notify Client in writing of any potential or actual legal action or regulatory enforcement activity, which affects the Plan, or the performance of Administrative Services by Matrix. If any legal or administrative action is brought against Matrix, Plan or Client, the defense of that action will be borne by Client at its sole cost. Matrix will cooperate with Client in any defense of any action. In seeking any recovery under this Agreement, Matrix will not be required to take legal action on behalf of the Plan, but will consult with and defer to Client who will have the sole discretion and authority to compromise, settle, or both, any claim for recovery by the Plan. XI. AUDITS The parties shall have the mutual right to inspect, audit and copy, upon no less than thirty (30) days prior written notice to the other party and during normal business hours or at such other times as may be agreed upon, said relevant books and records as they pertain to this Agreement. Such information shall be provided to each party hereto pursuant to procedures designed to protect the confidentiality of patient health care records in accordance with applicable legal requirements and recognized standards of professional practice. This right shall continue to be provided for a period of three (3) years after the termination of this Agreement. XII. DISPUTE RESOLUTION All disputes arising directly under the express terms of this Agreement or the grounds for termination thereof shall be resolved as follows: The senior management of both parties shall meet to attempt to resolve such disputes. If the disputes cannot be resolved by the senior management, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) days after such written notification, the parties agree to meet for one (1) day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day mediation, either party may begin litigation proceedings. XIII. RECORDS A. Maintenance. Matrix shall keep all books and records necessary to reflect accurately the business it transacts with respect to this Agreement and to determine the respective rights of the parties under this Agreement. Such books and records shall be kept at such location as shall be disclosed in writing. All records will be maintained for a period of at least seven (7) years after the date they are first prepared or for such longer period as may be required by law. B. Confidentiality. The parties each acknowledge and agree that each has developed certain trade secrets, client lists, software, knowledge, data, tools, methodologies, processes, plans, procedures, techniques, manuals, treatment protocols, clinical indicators, case rates, 8 Agenda Item No. 16E2 July 27, 2010 Page 12 of 22 provider payment structure information, underwriting methodology, proprietary rating plans, provider practice data, Employee- outcomes data, audit reports, actuarial analyses and other proprietary information (collectively "Confidential Information "). For purposes of this Agreement, the party that has developed Confidential Information to which the other has access is referred to as the "Protected Party." Except with the express written consent of the Protected Party, or as provided herein, the other party shall not disclose to others or take or use for such other party's own purposes or the purposes of others at any time, any Confidential Information of the Protected Party not otherwise in the public domain that may have been or may be obtained by the other party by reason of its relationship with the Protected Party. The parties further agree that this provision shall also be applied to all information that is designated as confidential or proprietary in writing by the Protected Party, whether by letter or by use of a stamp or legend before or at the time any such information is disclosed or delivered to the other party. Notwithstanding the foregoing, the parties recognize that patient's medical records are confidential and are not to be disclosed to third parties without the consent of the patient, unless otherwise permitted or required by applicable law. XIV. INDEPENDENT CONTRACTORS /SUBCONTRACTING A. Independent Contractors. Matrix and Client are independent legal entities. Nothing in this Agreement shall be construed or be deemed to create a relationship of joint venturers, principal and agent, or employer and employee. Unless otherwise specifically authorized by Client in writing, Matrix shall have no authority to enter into contracts or otherwise deal with third parties on behalf of, or as agent for, Client. Although Matrix may hire its own independent contractors, agents, or employees to supply data processing, accounting, printing, and other services to it in connection with its performance of services for Client, it is expressly understood and agreed that such independent contractors, agents, and employees are those of Matrix and not of Client, and Client shall have no responsibility or obligation, financial or otherwise, to such independent contractors, agents, or employees. B. Assignment. Neither party can assign this Agreement or any rights or obligations under this Agreement to anyone without the other party's written consent, which shall not be unreasonably withheld. Any attempted assignment in violation of this Article shall be void. C. Data Transfer to Third Parties. It is acknowledged that it may be necessary from time to time for Matrix, in performing its duties hereunder, to make available to independent contractors, agents, or employees documents belonging to Client and /or containing data belonging to Client. Matrix agrees to secure from any such third parties their agreement to maintain the confidentiality of such documents and information. D. Subcontractors. Matrix can use its affiliates or other subcontractors to perform Matrix's or Matrix's services under this Agreement. However, Matrix will be responsible for those services to the same extent that Matrix would have been had it performed those services without the use of an affiliate or subcontractor. XV. PROPRIETARY RIGHTS Each of the parties reserves the right to control the use of any of their symbols, trademarks, computer programs, and service marks currently existing or hereafter established. Both parties agree that they will not use such computer programs, work, symbols, trademarks, service marks, or other devices of the other in advertising, promotional materials, or otherwise and will not advertise or display such devices without the prior written consent of the other party. In addition, both parties further agree that any such signs, displays, literature, computer programs, or material furnished to the other shall remain the property of the other party and shall be returned upon demand upon the termination of thisAgreement. 9 Agenda Item No. 16E2 July 27. 2010 Page 13 of 22 VI. TERM AND TERMINATION A. Term. This Agreement shall commence on the Effective Date of this Agreement and end when terminated by either party on 60 days prior written notice to the other party for any reason; or is otherwise terminated in accordance with Section XVI.B. B. Termination. Except as provided for in "A" above, this Agreement may be terminated as provided below. 1. Either of the parties may terminate the Agreement at any time in the event of a material breach by the other which is not cured within thirty (30) days after written notice to the other. The termination shall be effective, without further notice, thirty (30) days after the initial written notice of the breach is given. Any and all performance or other penalties provided for in this Agreement shall be in addition to, and not in lieu of, any legal or equitable remedies either party may have in the event of a material breach of the Agreement by the other. 2. Notwithstanding any other provision in this Agreement, if Client fails to make funds available to pay claims or administrative fees as required under this Agreement within fifteen (15) days after Matrix gives Client written notice that Client has failed to do so, Matrix may terminate the Agreement. Such termination shall be effective as of the end of the fifteen (15) day notice period. 3. If any state or other jurisdiction penalizes a party for administering the Plans under the terms of this Agreement, the affected party may immediately discontinue the Agreement's application in such state or jurisdiction. Notice must be given promptly to the other party. The Agreement will continue to apply in all other states or jurisdictions. 4. If a party receives written notice of proven fraud or abandonment, that party may terminate immediately upon receipt of such written notice. 5. By either of the parties, immediately upon written notice, if the other party shall be adjudged bankrupt, become insolvent, have a receiver of its assets or property appointed, make a general assignment for the benefit of creditors, or institute or cause to be instituted any procedure for reorganization or rearrangement of its affairs. C. Prior Obligations. Termination of this Agreement for any reason shall not relieve any party of any obligation incurred by it prior to such termination. D. Runout Claims Processing Matrix shall continue to provide claims administration for a period of Six (6) months after the termination of this Agreement for claims incurred by Participants prior to the termination date. Client agrees to pay Matrix a fee for claims administration services during this Run -Out Period and as specified in Exhibit "A." This fee shall be due and payable at the time of termination. XVII. GENERAL PROVISIONS A. Amendments. This Agreement may be amended from time to time by mutual agreement between the parties, which amendment shall be in writing and executed by an authorized representative of each party. B. Entire Agreement. This Agreement, including the exhibits and schedules supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter hereof, and contains all of the covenants and agreements between the 10 Agenda Item No. 16E2 July 27, 2010 Page 14 of 22 parties with respect to such matters. Any inducements, promises, or agreements, oral or otherwise, that have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, shall not be valid or binding. This Agreement shall be binding upon the parties, their successors and permitted assigns. C. Applicable Law. This Agreement shall be governed by and construed in accordance with ERISA, federal law, and to the extent not pre- empted, by state law. D. Waiver of Breach. Nothing in this Agreement is considered to be waived by any party unless the party claiming the waiver receives the waiver in writing. Waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or a different provision. E. Severability. In the event any portion of this Agreement is rendered invalid or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect. F. Headings. The headings of articles and sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. G. Notices. Any notices required to be given pursuant to the terms and provisions of this Agreement shall be in writing, postage prepaid, and shall be sent by certified mail, return receipt requested, to the parties at the addresses below, The notices shall be effective on the date indicated on the return receipt. To: Collier County Board of Supervisors 3301 East Tamiani Trail Naples, FL 34112 To: Matrix Absence Management, Inc. 5225 Hellyer Avenue, Suite 210 San Jose, California 95138 H. Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original and all of which, when taken together, shall constitute a single instrument. I. Information Exchange. Each party shall be responsible for liabilities arising from errors or omissions made by it in the transmission of information to the other party, and each party shall be entitled to assume the accuracy of all information transmitted to it by the other party and to rely on such information for all purposes under this Agreement. 1. Force Maieure. Neither party shall be liable to the other for any failure of (or delay in performance of) its obligations hereunder due to any cause or circumstance which is beyond its reasonable control including, but without limiting the generality of the foregoing, any failure or delay caused by fire, explosion, shipwreck, act of God or the public enemy, war, riot, interference by the military or governmental authorities, act(s) of terrorism or compliance with the laws of the United States or with the laws or orders of any other government or regulatory authority. 11 Agenda Item No. 16E2 July 27, 2010 Page 15 of 22 K. Cooperation. Each party agrees to consult, cooperate with and assist the other as reasonably necessary in the performance of its obligations under this Agreement. L. Representations and Warranties. In addition to other representations and warranties throughout this Agreement, each party represents and warrants that this Agreement and the transactions and activities contemplated hereby (i) are within its corporate powers; (ii) have been duly authorized by all of its necessary corporate action; (iii) constitute its legal, valid and binding obligations, enforceable against it in accordance with its terms; and (iv) do not and will not conflict with or result in a breach of any of the provisions of, or constitute a default under the provisions of any law, regulation, licensing requirement, charter provision, by -law or other instrument applicable to it or its employees or to which it is a party or by which it may be bound. FIA`M!IIF E _11114ulSd61 * *J A. System Access. Subject to the terms of any applicable E- services Agreement, Matrix grants Client the nonexclusive, nontransferable right to access and use the functionalities contained within the web based systems Matrix makes available to the Client for the purpose of accessing Client's data and reports, under the terms set forth in this Agreement. Client agrees that all rights, title and interest in the systems and all rights in patents, copyrights, trademarks and trade secrets encompassed in the systems will remain Matrix's. In order to obtain access to the systems, Client shall obtain, and be responsible for maintaining, at no expense to Matrix, the hardware, software and Internet browser requirements Matrix provides to Client, including any amendments thereto. Client shall be responsible for obtaining an Internet Service Provider or other access to the Internet. Client shall not (a) access systems or use, copy, reproduce, modify, or excerpt any of the systems documentation provided by Matrix in order to access or utilize systems, for purposes other than as expressly permitted under this Agreement; or (b) share, transfer or lease Client's right to access and use systems, to any other person or entity which is not a party to this Agreement. Upon prior written consent by Matrix, Client may designate any third party to access systems on Client's behalf, provided the third party agrees to these terms. B. Security Procedures. Client shall use commercially reasonable physical and software - based measures, and comply with Matrix's security procedures, as may be amended from time to time, to protect the system, its functionalities, and data accessed through systems from any unauthorized access or damage (including damage caused by computer viruses). Client shall notify Matrix immediately if any breach of the security procedures, such as unauthorized use, is suspected. C. System Access Termination. Matrix reserves the right to terminate Client's system access (a) on the date Client fails to accept the hardware, software and browser requirements provided by Matrix, including any amendments thereto or (b) immediately on the date Matrix reasonably determines that Client has breached, or allowed a breach of, any applicable provision of this Agreement or any applicalble E- Services Agreement. Upon termination of this Agreement, Client agrees to cease all use of systems, and Matrix shall deactivate Client's identification numbers and passwords and access to the system. 12 Agenda Item No. 16112 July 27, 2010 Page 16 of 22 IN WITNESS WHEREOF, authorized representatives of the parties have confirmed the agreement of the parties to the foregoing terms by affixing their signatures below: ATTEST: DWIGHT E. BROCK, Clerk 0 Deputy Clerk Approved as to form and legal sufficiency Jeffrey A. Klatzkow County Attorney Matrix Absence Management, Inc. 9M Name: Ivars Zvirbulis Title: President Date Witness (Signature) Name: (Print or Type) Witness (Signature) (Print or Type) BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA R2 13 Fred W. Coyle, Chairman Agenda Item No. 16E2 July 27, 2010 Page 17 of 22 Exhibit A Service Fees Program At Cost Short Term Disability $2.20 Per Employee Per Month, with Nurse Case Management an estimated annual fee of $52,800 One Time STD Takeover Fee, if Applicable $265 per claim As applicable the Administration of one $500 per year LTD claim; including check cutting and At Cost reporting At Cost Summary of Fees: All fees outlined above will be paid in monthly installments beginning on August 1, 2010. The above rates are guaranteed through December 31, 2013. Expenses )nline E Services Included Banking, Funding, Positive Pay fees At Cost Attorney Fees At Cost Nurse Case Management Included Medical Records At Cost Independent Medical Examinations At Cost Functional Capacity Examinations At Cost Surveillance At Cost All costs, charges or expenses incurred by Matrix, its agents or its employees which are properly chargeable to a Claim At Cost • Nurse Case Management will be applied to all claims in which the duration of disability is twice (2x) normal guidelines as defined by the Workloss Data Institute. Nurse Case Management may also be applied at the discretion of the claim examiner. Should Client request Nurse Case Management assigned to cases where the estimated duration is within guidelines or less than the 2x threshold, an additional cost may be incurred. )ptional Services - Requires prior Client approval 14 Agenda Item No. 16E2 July 27, 2010 Page 18 of 22 Description Bank Fee Administration (Exhibit B), if Included applicable Payroll Tax Withholding and Remittance Not Selected Run Out Claims administration STD $265 per open and pending claim at time of termination Appeal Brief $350 per appeal Customized Intake Statement $200 /hr Custom Reports $40 /ea Special ad hoc reporting and data analysis $150 /hr requests Non - standard data feed (more than one 5150 /hr plus $200 /mo per source, pre - processing or non - electronic exception transmission 15 Agenda Item No. 16E2 July 27, 2010 Page 19 of 22 Exhibit B Bank Agreement (I) Matrix will establish and maintain an account at a bank of its selection for the payment of amounts due under client's programs and give prior written notice to ( "Client ") of any change in bank. Matrix will have full responsibility for the care, custody and control of such bank accounts. All Banking fees and charges are the responsibilities of the Client. (II) Matrix will forward the account number and wire information to Client for the initial deposit ( "escrow balance ") and Client will notify Matrix when the initial deposit has been made. Both the initial and ongoing fund transfers are to be made electronically via wire transfer payment. The escrow balance will be periodically reviewed against actual payment activity and adjusted upward or downwards as appropriate. (III) Matrix will have full authority and control in all matters pertaining to the payment, processing, investigation and administration of claims. (IV) Matrix will not be required to advance its own funds to pay losses or allocated loss adjustment expenses for any submitted claim. If Client fails to promptly provide funds sufficient to allow required payments to be made timely, Matrix will have no obligation to perform any further services and may terminate this Agreement upon three days prior written notice to Client. (V) On a monthly basis Matrix will supply to client a reconciliation of the bank account and a check register of all charges for the month in a standard format along with an invoice for the amount of funds required to replenish the account to its initial escrow balance. The invoice is due and payable at time of receipt and will be considered past due after 10 days from invoice date. (VI) Should any individual payment of a Qualified Claim or allocated loss adjustment expense exceed one - quarter (1/4) of the escrow amount, Matrix will request that Client electronically transfer additional funds to cover the amount of such payment. (VII) Fees for such services are outlined in the Service Agreement. 16 Form 2678 Employer /Payer Appointment of Agent (Rev. May 2007) Department of the Treasury — Internal Revenue Service Use this form if you want to request approval to have an agent file returns and make deposits or payments of employment or other withholding taxes or if you want to revoke an existing appointment. • If you are an employer or payer who wants to request approval, complete Parts 1 and 2 and sign Part 2. Then give it to the agent. Have the agent complete Part 3 and sign it. Note: This appointment is not effective until we approve your request. See the instructions for your reporting, deposit, and payment requirements while we are processing your request. • If you are an employer, payer, or agent who wants to revoke an existing appointment, complete all three parts. In this case, only one signature is required. Part 1: Why you are filing this form... (Check one) J❑ You want to appoint an agent for tax reporting, depositing, and paying. ❑ You want to revoke an existing appointment. 1 Employer identification number (EIN) 2 Employer's or payer's name (not your trade name) 3 Trade name (if any) Agenda Item No. 16E2 July 27, 2010 Page 20 of 22 OMB No 1545 -0748 1010 01M 4 Address x33 CJ ( w il Vif'An. M4 Fl Number Street Suite or room number J- )Z-7 ice( .34!/x. cry State ZIP code 5 Forms for which you want to appoint an agent or revoke the agent's appointment to file. For ALL For SOME employees/ employees/ (Check all that apply.) payees payees Form 941, 941 -PR, 941 -SS (Employer's QUARTERLY Federal Tax Return) Form 943, 943 -PR (Employer's Annual Federal Tax Return for Agricultural Employees) ❑ ❑ Form 944, 944 -PR, 944 -SS, 944(SP) (Employer's ANNUAL Federal Tax Return) ❑ ❑ Form 945 (Annual Return of Withheld Federal Income Tax) ❑ ❑ Form 1042 (Annual Withholding Tar. Return for U.S. Source Income of Foreign Persons) ❑ ❑ Form CT -1 (Employer's Annual Railroad Retirement Tax Return) ❑ ❑ Form CT -2 (Employee Representative's Quarterly Railroad Tax Return) ❑ ❑ Note: You may NOT appoint an agent to report, deposit, and pay taxes reported on Form 940, Employer's Annual Federal Unemployment (FUTA) Tax Return. I am authorizing the IRS to disclose otherwise confidential lax information to the agent relating to the authority granted under this appointment, including disclosures required to process Form 2678. The agent may contract with a third party, such as a reporting agent or certified public accountant, to prepare or file the returns covered by this appointment, or to make any required deposits and payments. Such contract may authorize the IRS to disclose confidential tax information of the employer /payer and agent to such third party. If a third party fails to file the returns or make the deposits and payments, the agent and employer /payer remain liable. XPrint your name here Sign your name here Print your title here Date / / Best daytime phone ( ) Now give this form to the agent to complete. -11� Cat, No 18770D Form 2678 (Rev. 5 -2007) Agenda Item No. 16E2 July 27, 2010 Page 21 of 2� Forth 2676 (Rev. 5 -2007) Page Part 3: Agent Information: If you will be an agent for an employer or payer, or want to revoke an appointment, complete this part. 6 Agent's employer identification number (ERN ❑7 7E — ❑Q q❑ E ❑g F51 ❑p 7 Agent's name (not trade name) Matrix Payroll Services, Inc. 8 Trade name (if any) 9 Address P.O. Sox 1468 San Jose CA 35109 city State ZIP code ❑ Check here if the employer is a disabled individual or other welfare recipient receiving home -care services through a state or local program Under penalties of perjury, I declare that I have examined this form and any attachments. and to the best of my knowledge and belief, it is true, correct, and complete. XSign your name here Date Print your name here Dan Peterson Print your title here Senior Accountant Best daytime phone ( 916 ) 786 _ 6848 Fom 2678 (Rev. 5 -2007) Agenda Item No. 16E2 July 27, 2010 Page 22 of 22 Forrn 2678 (Rev. 5 -2007) Page $ Instructions for Form 2678 Section references are to the Internal Revenue Code. Use this form if you want to request approval to have an agent file returns and make deposits or payments of employment or other withholding taxes or if you want to revoke an existing appointment. You cannot use a prior version of this form. All prior versions are obsolete and will not be accepted. • If you want to appoint an agent, check the box in Part 1 that says, "You want to appoint an agent for tax reporting, depositing, and paying," and complete Part 2. • If you are an agent and you want to accept an appointment, complete Part 3. If you are a corporate officer, partner, or tax matters partner, you must have the authority to execute this appointment of agent. Note: If the employer /payer will be making payments not covered by the appointment, the employer /payer must file all related returns and deposit and pay taxes for those payments. When completing line 5, check the boxes) "For SOME employees /payees." • If you are an employer, payer, or agent and you want to revoke an existing appointment of an agent, check the box in Part 1 that says, "You want to revoke an existing appointment," and complete Parts 2 and 3. However, only one signature is required. If an existing appointment is revoked, the IRS cannot disclose confidential tax information to anyone other than the employer/payer for periods after the appointment is revoked. What are the reporting, deposit, and payment requirements while we are processing the request? Send Form 2678 to us 60 days before the date when you want the appointment to become effective. This appointment is not effective until we approve your request. We will send a letter with the effective date to the agent after we have approved the request. Until we approve the request, the employer/payer must continue to file all tax returns and make all deposits and payments. What are the reporting, deposit, and payment requirements after the IRS approves the appointment? .Agents must follow the procedures in Revenue Procedure 70 -6 for employment taxes (unless you are a sub -agent for a state agent under Notice 2003 -70) and Revenue Procedure 84 -33 for backup withholding. Agents for employers who are receiving home -care services through a state or local program are often referred to as "fiscal agents" and "household employer agents." All agents, employers, and payers remain liable for filing all returns and making all tax deposits and payments while this appointment is in effect. If an agent contracts with a third party, such as a reporting agent or certified public accountant, to prepare or file the returns covered by this appointment or to make any required tax deposits or payments and the third party fails to do so, the agent, employer, and payer remain liable. Where to send this form Send your If you are in ... form to ... Connecticut Maryland Pennsylvania IRS Delaware Massachusetts Rhode Island Cincinnati, OH District of Michigan South Carolina 45999 -0046 Columbia New Hampshire Vermont Illinois New Jersey Virginia Indiana New York West Virginia Kentucky North Carolina Wisconsin Maine Ohio Alabama Iowa North Dakota IRS Alaska Kansas Oklahoma Ogden, UT Arizona Louisiana Oregon 84201 -0046 Arkansas Minnesota South Dakota California Mississippi Tennessee Colorado Missouri Texas Florida Montana Utah Georgia Nebraska Washington Hawaii Nevada Wyoming Idaho New Mexico No legal residence or place of business IRS in any state Ogden, UT 84201 -0046 Privacy Act and Paperwork Reduction Act Notice: We ask for this information to carry out the Internal Revenue laws of the United States. We need it to figure and collect the right amount of tax. You do not have to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Generally, tax returns and return information are confidential, as required by section 6103. However, section 6103 allows or requires the IRS to disclose or give the information shown on this form to others as described in the Code. For example, we may disclose your tax information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia for use in administering their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. The time needed to complete and file Form 2678 will vary depending on individual circumstances. The estimated average time is 30 minutes. If you have comments concerning the accuracy of this time estimate or suggestions for making Form 2678 simpler, we would be happy to hear from you. You can write to the Internal Revenue Service, Tax Products Coordinating Committee, SE:W CAR:MP:T:T:SP, 1111 Constitution Ave., NW, IR -6406, Washington, DC 20224, DO NOT send Form 2678 to this address. Instead, send it to the Internal Revenue Service at the address indicated in the table above.