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HomeMy WebLinkAbout25D - AMEND AGMT WITH ACHREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 7, 2020 TITLE: APPROVE AMENDMENT TO BASIC AGREEMENT WITH RESPECT TO NAME CHANGE, ASSIGNABILITY, AND NATIONAL AUTOMATED CLEARING HOUSE ASSOCIATION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute an amendment to the BASIC agreement, subject to non - substantive changes approved by the City Manager and City Attorney, with respect to name change, assignability, and National Automated Clearing House Association requirements. DISCUSSION On September 18, 2018, the City Council authorized the City Manager to execute an agreement with BASIC for Family and Medical Leave Act (FMLA) administration for a three-year term, effective September 1, 2018 and terminating on August 30, 2021. The proposed amendment would make three substantive changes to the original agreement (Exhibit 1). All other terms and conditions remain the same. 1. Amend with respect to name change: provider has changed their name from "BASIC' to "BASIC Services" and has undergone corporate restructuring from S Corp to LLC. 2. Amend with respect to assignability: BASIC Benefits may assign its rights and obligations under this agreement without the approval of the City a. to an entity which acquires all or substantially all of the assets of BASIC Benefits, b. or to any subsidiary of affiliate or successor in a merger, acquisition, restructuring, or reorganization of BASIC Benefits. 3. Include National Automated Clearing House Association (NACHA) requirements. NACHA is responsible for developing and enforcing Automated Clearing House (ACH) (also known as electronic payments) rules and guidelines. BASIC Services has added this standard language for the other services they provide, such as Flexible Spending Account management. The City of Santa Ana currently does not obtain these services from Basic Services. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted by: Steven V. Pham, Executive Director— Human Resources Department Exhibit: 1. First Amendment to BASIC Agre25 _1 EXHIBIT 1 P i 4A t FIRST AMENDMENT TO SERVICES AGREEMENT THIS FIRST AMENDMENT TO SERVICES AGREEMENT (this "Amendment") is made and entered into as of June 16, 2020, by and between City of Santa Ana ("Client") and BASIC Benefits, LLC ("BASIC Benefits"), a Delaware company, collectively referred to as (the "Parties"). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Services Agreement (as defined below). WITNESSETH: WHEREAS, the Parties entered into a certain Agreement or Agreements regarding one or more of the following service offerings provided by BASIC Benefits (individually or collectively referred to as the "Services Agreement"), COBRA Administration Health Reimbursement Arrangements (HRA) Parking & Transit Administration (CDH) ERISA Essentials HR Assist Lite Human Capital Management (HCM) Leave Management Flexible Spending Accounts (FSA) Health Savings Account (HSA) ACA Elevate HIPAA Compliance Dependent Verification FMLA whereby Client and BASIC Benefits set forth their agreements with respect to certain services to be provided by BASIC Benefits to Client; and WHEREAS, the Parties desire to amend the Services Agreement to continue some of BASIC Benefits' services to Client under certain circumstances and to reflect the terms otherwise specified herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and, in the Services Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Amendment with Respect to Name Change. All references to "BASIC" in the Services Agreement (and in all other provisions of any other agreements) shall be replaced with "BASIC Benefits" upon completion. 2. Amendment with Respect to Assignability. Any and all Sections with respect to Assignability are hereby amended by deleting all of the current provisions of the Service Agreement and inserting in lieu thereof the following: Assignment. This Agreement is binding on the Parties hereto and their respective successors and assigns. Either Party may, or has the power to, assign this Agreement with the prior written consent of the other. Further, BASIC Benefits may assign its rights and obligations under this Agreement without the approval of Client (a) to an entity which acquires all or substantially all of the assets of BASIC Benefits, or (b) to any subsidiary or affiliate or successor in a merger, acquisition, restructuring or reorganization of BASIC Benefits. 3. Amendment with Respect to NACHA. All service agreements are hereby amended to include required NACHA language as follows: Automated Clearing House. Client agrees to comply with all BASIC Benefits policies with respect to the Administrative Services, and all National Automated Clearing House Association ("NACHA") operating regulations, and other rules (collectively, "Operating Regulations"), and all applicable federal, state, or local laws, rules, regulations, and regulatory guidance relating to the conduct of its business. Client agrees and acknowledges that NACHA reserves the right to amend the Operating Regulations without notice to Client. Client agrees to authorize BASIC Benefits or the Originating Depository Financial Institution ("ODFI") to audit Client compliance to the Operating Regulations. 4. The Services Agreement, as amended herein, is ratified and confirmed. 5. All other terms and conditions of the Services Agreement remain unchanged and in full force and effect. 6. This Amendment may be executed in counterparts (including by facsimile or other electronic transmission), all of which together shall constitute an agreement binding on all the Parties, notwithstanding that all such Parties are not signatories to the original or the same counterpart. Each Party shall become bound by this Amendment immediately upon affixing its signature hereto. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. BASIC Benefits, LLC CLIENT: Signature: �� Signature: Print Name: Delaney Callahan, Esq. Print Name: Title: Contract Manager Title: Date: 04-21-2020 Date: 2 See attached signature page 25D-3 ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Acting Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN V. PHAM Executive Director of Human Resources 25D-4