How To Make A Decision On A Payroll Plan

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GOVERNING BOARD Tom Wheeler, Chair

Supervisor, Madera County

Oliver L. Baines III, Vice Chair

Councilmember, City of Fresno

Sally J. Bomprezzi

Councilmember, City of Madera

Dennis Brazil

Mayor, City of

John Capitman, Ph.D.

Appointed by Governor

David Couch

Supervisor, Kern County

Bob Elliott

Supervisor, San Joaquin County

Harold Hanson

Councilmember, City of Bakersfield

Buddy Mendes

Supervisor, Fresno County

William O’Brien

Supervisor, Stanislaus County

Craig Pedersen

Supervisor, Kings County

Alexander C. Sherriffs, M.D.

Appointed by Governor

Vacant

Small City – Tulare County

Hub Walsh

Supervisor, Merced County

J. Steven Worthley

Supervisor, Tulare County

Seyed Sadredin

Executive Director Air Pollution Control Officer

Northern Region Office 4800 Enterprise Way Modesto, CA 95356-8718

(209) 557-6400 • FAX (209) 557-6475

Central Region Office 1990 East Gettysburg Avenue Fresno, CA 93726-0244

(559) 230-6000 • FAX (559) 230-6061

Southern Region Office 34946 Flyover Court Bakersfield, CA 93308-9725

(661) 392-5500 • FAX (661) 392-5585

www.valleyair.org

DATE: March 19, 2015

TO: SJVUAPCD Governing Board

FROM: Seyed Sadredin, Executive Director/APCO

Project Coordinator: Mehri Barati

RE: ITEM NUMBER 26: AUTHORIZE THE DISTRICT TO

EXECUTE ALTERNATE PAYROLL SERVICES

RECOMMENDATIONS:

1. Approve resolution (see attachment A) authorizing the following: a. Authorize the Executive Director/APCO to terminate the

current payroll administration agreement with Kern County and to execute the necessary agreements with an independent contractor to administer the District’s payroll.

b. Retain Kern County as the administrator for the District’s Internal Revenue Code section 415(b) Replacement Benefits Plan established as required by Government Code Section 31899.4.

BACKGROUND:

Since its inception in 1992, the District’s payroll has been administered by Kern County Auditor Controller Payroll Department. Utilizing Kern County’s payroll system was required by Kern County Employees’ Retirement Association (KCERA) as a condition for District’s participation in KCERA.

Due to recent mandates under the Affordable Care Act, Kern County is asking all Special Districts to retain their own payroll services. KCERA has now changed their bylaws and no longer requires participation in Kern County payroll system. Today’s recommendation will enable the District to abide by Kern County’s demand to secure alternate payroll services.

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SJVUAPCD Governing Board

ITEM NUMBER 26: AUTHORIZE THE DISTRICT TO EXECUTE ALTERNATE PAYROLL SERVICES March 19, 2015

DISCUSSION:

After being advised by Kern County that they will terminate our payroll services, the District contacted several payroll service providers and requested proposals with quotes for services. A key factor in selecting a payroll vendor is their ability to adhere with KCERA’s retirement system requirements. After reviewing the detailed specifications provided by KCERA, Benefit Mall and ADP were the only vendors that provided proposals that met the necessary requirements. Benefit Mall provided the lowest cost proposal (see attachment B). Furthermore, Benefit Mall has been extensively engaged with KCERA and other Special Districts that are members of the Kern County

Retirement System, and has already made significant progress in implementing the necessary software enhancements. If approved, the Executive Director/APCO will negotiate and execute a contract with Benefit Mall with expected implementation

beginning with the last pay period in March. See attachment C for the draft agreement. This would allow the vendor to comply with extensive reporting requirements mandated under the Affordable Care Act for the first quarter of 2015.

Although Kern County will no longer handle the District’s payroll, we have been advised that Kern County will continue to administer the District’s Replacement Benefits Plan (see attachment D). The District’s Replacement Benefits Plan was adopted by your Board in December 2012 as required by Government Code Section 31899.4. The attached resolution will retain Kern County as the administrator and will direct the staff to administer the adopted plan internally if at any time in the future Kern County is unable or unwilling to administer the plan for the District.

FISCAL IMPACT:

If approved, retaining Benefit Mall as the District’s payroll administrator will provide savings of $10,000 per year as compared to administrative fees currently paid to Kern County.

Attachments:

Attachment A: Resolution for Payroll Administrator Change and Retaining Kern County as the Administrator for the District’s Replacement Benefits Plan (4 pages)

Attachment B: Benefit Mall Proposal (6 pages)

Attachment C: Draft Payroll Agreement with Benefit Mall (14 pages)

Attachment D: February 10, 2015 Letter from Kern County Confirming Continued Administration of District’s Replacement Benefits Plan (1 page)

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San Joaquin Valley Unified Air Pollution Control District Meeting of the Governing Board

March 19, 2015

AUTHORIZE THE DISTRICT TO EXECUTE ALTERNATE PAYROLL SERVICES

Attachment A:

RESOLUTION FOR PAYROLL ADMINISTRATOR CHANGE AND RETAINING KERN COUNTY AS THE ADMINISTRATOR FOR THE DISTRICT’S

REPLACEMENT BENEFITS PLAN (4 PAGES)

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 E. Gettysburg Ave Fresno, CA 93726 (559) 230-5800

BEFORE THE GOVERNING BOARD OF THE SAN JOAQUIN VALLEY UNIFIED AIR POLLUTION CONTROL DISTRICT

IN THE MATTER OF:

PAYROLL ADMINISTRATOR CHANGE AND RETAINING KERN COUNTY AS THE ADMINISTRATOR FOR THE DISTRICT’S REPLACEMENT BENEFITS PLAN

) ) ) ) ) ) ) ) RESOLUTION NO. ________________

WHEREAS, the San Joaquin Valley Unified Air Pollution Control District (“District”) is a duly constituted unified district, as provided in California Health and Safety Code sections 40150 to 40161, and a public agency of the state as provided in California Health and Safety Code Sections 40700 et seq.; and

WHEREAS, the District is a participating employer in the Kern County Employees’ Retirement Association (“KCERA”) pursuant to Government Code section 31557; and WHEREAS, as a condition of the District’s participation in KCERA, the District has been required to delegate its payroll processing to the Kern County Payroll Department; and

WHEREAS, KCERA has now changed its bylaws and no longer requires participation in Kern County payroll for its member agencies; and

WHEREAS, in November 2014, Kern County notified the District that due to its responsibilities under the Affordable Care Act, it would no longer serve as the District’s payroll service provider, and informed the District that it must arrange for alternate payroll services; and

WHEREAS, on December 20, 2012, this Board adopted a resolution which authorized the District to establish an Internal Revenue Code section 415(b) replacement benefits plan as required by Government Code section 31899.4, and ratified the District’s execution of a Memorandum of Understanding (“MOU”) dated

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Resolution For Payroll Administrator Change and Retaining Kern County as the Administrator for the District’s Replacement Benefits Plan

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December 18, 2012, between the District and Kern County to provide for the District’s participation in the Kern County Replacement Benefits Plan; and

WHEREAS, the terms of Kern County's Replacement Benefit Plan, as adopted on June 10, 2003, originally required participation in Kern County's payroll system as a condition of the District's participation in the Replacement Benefit Plan, and further that withdrawal from the payroll system would trigger the District's involuntary withdrawal from the Replacement Benefit Plan; and

WHEREAS, on February 12, 2013, Kern County amended the terms of the Replacement Benefits Plan to eliminate the requirement that participating districts be on Kern County’s payroll system as a condition of continued participation in the Replacement Plan; and

WHEREAS, the terms of the existing MOU between the District and Kern County allow for the District’s continued participation in the Kern County Replacement Benefits Plan, under the terms as amended by Kern County on February 12, 2013; and

WHEREAS, the existing MOU continues to serve the District's interests of continued participation in the Kern County Replacement Benefits Plan; and

WHEREAS, This Governing Board concurs with the recommendations of its staff.

NOW, THEREFORE, be it resolved as follows:

1. In order to facilitate the timely and efficient transition from Kern County’s payroll services, the Executive Director/APCO is authorized to negotiate and execute a contract with an alternate payroll service provider.

2. The Governing Board hereby approves the District's continued participation in Kern County's Replacement Benefit Plan, pursuant to the terms of the December 18, 2012 MOU and authorizes the Executive Director/APCO to so notify Kern County in writing.

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3. In order to ensure a continuous, secure replacement benefit plan as required by Government Code section 31899.4, the Executive Director/APCO is authorized, empowered and directed to (a) take all acts necessary to ensure the District’s continued participation in Kern County’s Replacement Benefits Plan and/or (b) do all other acts necessary to secure and administer the San Joaquin Valley Unified Air Pollution Control District Replacement Benefits Plan as adopted on December 20, 2012 in the event the District or Kern County sever the District’s participation in the Kern County Replacement Benefits Plan.

THE FOREGOING was passed and adopted by the following vote of the Governing Board of the San Joaquin Valley Unified Air Pollution Control District this 19th day of March 2015, to wit:

AYES:

NOES:

ABSENT:

SAN JOAQUIN VALLEY UNIFIED AIR POLLUTION CONTROL DISTRICT

By _________________________________ Tom Wheeler, Chair

Governing Board

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 E. Gettysburg Ave Fresno, CA 93726 (559) 230-5800 ATTEST:

Clerk to the Governing Board

By _____________________ Michelle Franco

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March 19, 2015

Attachment B: BENEFIT MALL PROPOSAL

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San Joaquin Valley Air Pollution Control District

Payroll Services Proposal (KCERA)

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Payroll Services Proposal Page 2 of 6

©2013 BenefitMall. All rights reserved. BenefitMall, the BenefitMall Logo, the BenefitMall ALL TOGETHER, BETTER Logo, the ALL Logo, ALL TOGETHER, BETTER, CompuPay are trademarks or registered trademarks of Centerstone Insurance and Financial Services, Inc. d/b/a BenefitMall or its affiliates in the U.S. *All other trademarks are the property of their respective owners.

November 2013

Payroll Services Proposal Prepared for

SAN JOAQUIN VALLEY AIR POLLUTION

CONTROL DISTRICT

Table of Contents Section One  BenefitMall Overview Section Two  Payroll Solution  Processing Fees

 PayrollOnline Features and Benefits  Optional Services

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November 2013

SECTION ONE

Overview

Who We Are: At BenefitMall®, we have an all together better way of doing business. Working with a network of more than 20,000 Trusted Advisors, comprised of Brokers and Accounting Professionals, we deliver payroll, HR and employee benefits to more than 200,000 small and medium-sized businesses. Combining efforts with our Trusted Advisors, we are the single, informative resource that helps employers identify and provide the best benefits solutions for their employees ranging from medical and dental plans to accurate and timely payroll.

Our growing nationwide network of field offices serves client companies ranging in size from one to over 10,000 employees in all 50 states.

What We Do: BenefitMall is committed to offering innovative payroll products and service solutions to clients from small start-ups with one employee, to large national corporations with up to 10,000 employees. Our selection of CompuPay® Payroll Services and employer solutions is designed to be tailored to each individual client’s needs. We can reduce the burden in dealing with Payroll and HR administration, as well as the risk associated with being compliant (tax, HR and PPACA). We can also help with designing the best employee benefit packages for your clients. Our payroll and tax filing services include traditional payroll services such as phone and fax, online payroll, specialty payroll and payroll software.

Whether you're a small start-up business with one employee or a national corporation with several thousand employees, confidence and peace of mind come from knowing that we offer:

 Highly innovative and flexible products, including the industry's most advanced Internet and PC-based tools

 A broad range of human resource and additional products and services such as 401k, Sect125 Flex plans, workers compensation insurance, pay cards, online access to W2’s

 An acclaimed client services team that earns some of the highest retention and satisfaction rates in the industry

 Over 30 years of dedicated payroll experience

Partners: BenefitMall has partnered with member-based associations, Accounting Professionals, financial institutions, franchise organizations and business organizations to offer payroll and payroll-related services to their clients. We approach select organizations as business partners, seeking to understand their client bases and how the right payroll products and processes can help partners attract and retain clients.

Innovation: BenefitMall has a history of innovation in payroll technology. As a service leader,

BenefitMall is committed to providing innovation in services as well as technology. Client service teams in each of the company’s processing centers are made up of trained payroll specialists, many of them certified CPP and FCP by the American Payroll Association. With its commitment to professional yet flexible client service, BenefitMall is quickly becoming the preferred payroll alternative.

The BenefitMall Difference: What makes the BenefitMall team stand out? It’s our people. It’s our

dedication to our Core Values, teamwork, respect, integrity and personal accountability, which sets us apart. Plus, when you combine that with our legendary service we not only stand out in a crowd – but we stand above the crowd.

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November 2013

SECTION TWO

Payroll Solution

CompuPay Payroll Online (CPO): An online solution for payroll maintenance, time & earnings entry, reporting, and human resource functions.

Set-Up Charge

$250.00 KCERA Set Up Fee

Processing Fees

BenefitMall proposes the following per check per processing pricing to San Joaquin Valley Air Pollution Control District based on your payroll frequencies and employee count:

$126.50 base fee

$2.05 per check fee for 300 employees bi-weekly $25.00 KCERA Reporting

Manager Help Line $11.54

Employee Benefit Reporting $11.53 General Ledger Report $6.00 Time & Attendance Report $6.00 Delivery 10.95

Totaling $812.52 per pay period

HR360

HR360 is a comprehensive Web based library of human resources information that can provide answers to many of your HR-related questions.

HR Information:

 Benefits and compensation

 Compliance

 Equal employment opportunity

 Performance and productivity

 Recruiting and staffing

 Risk management and safety

HR Tools:

 HR policy handbook

 Compliance posters state and federal

 Federal reporting forms

Year-End Fees

BenefitMall will charge SAN JOAQUIN VALLEY AIR POLLUTION CONTROL DISTRICT a base charge of $49.50 per FEIN and $5.95 per W-2.

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November 2013 Optional Services

BenefitMall offers the following optional services:

PayAgent - Garnishment Check Payment Service (optional) - $3.25/per check

Manager Help Line -

 HR surveys & reports

 Job descriptions database

 Interview discipline issues

 Alerts for state minimum wage laws

 Family Medical Leave Act updates

 Hundreds of downloadable forms

Manager Help Line: Call and speak with an experienced HR consultant and receive practical step by step guidance and suggestions to resolve your HR situation in a lawful, yet sensitive manner.

QB Enterprise Interface

BenefitMall will have our Professional Services build an interface with your QuickBooks Enterprise solutions so when payroll is processed you will download into your accounting GL.

PayrollOnline Features

Services included with this pricing are as follows:

 Payroll Processing - Laser Checks (signed and sealed in self-mailer), Workers Comp

Report, New Hires, Direct Deposit Advices, Pay Period Reports via the web, Payroll Quickview (Gross to Net), ESS (employee self-service – view only paystubs & W-2’s)

 Tax Filing Service - Federal, State, and Local taxes filed includes 940 & 941 returns

includes year-end reconciliation

 KCERA REPORTING

 Benefit accruals - ability to track vacation and sick time

 PayDetails - corporate user access to pay history

 Employee Self Service - Employee Self Service pay stubs and W-2’s online

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November 2013

 Manager Self Service – manager’s approve departmental time eliminating additional time

spent in HR for payroll processing

 Electronic New Hire Reporting

 Gross to Net Check Calculator - onsite manual check calculator/printer

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March 19, 2015

Attachment C:

DRAFT PAYROLL AGREEMENT WITH BENEFIT MALL (14 PAGES)

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 E. Gettysburg Fresno, CA 93726 (559) 230-6020

SAN JOAQUIN VALLEY UNIFIED AIR POLLUTION CONTROL DISTRICT

CONTRACT FOR PAYROLL SERVICES

THIS AGREEMENT is made and entered into this 19th day of March, 2015, by and between BENEFIT MALL ("CONTRACTOR") located at 3450 Lakeside Drive, Suite

400, Miramar, FL 33027, and the SAN JOAQUIN VALLEY UNIFIED AIR POLLUTION

CONTROL DISTRICT, a unified air pollution control district formed pursuant to California Health and Safety Code sections 40150, et seq. (the "DISTRICT") with administrative offices located at 1990 E. Gettysburg, Fresno, California 93726.

RECITALS

WHEREAS, the DISTRICT desires to engage CONTRACTOR to provide payroll services herein defined; and

WHEREAS, CONTRACTOR is willing to provide such services.

NOW, THEREFORE, in consideration of the promises and mutual undertakings herein, the parties agree as follows:

1. EMPLOYMENT OF CONTRACTOR

DISTRICT shall employ CONTRACTOR as an independent contractor to provide, to the reasonable satisfaction of DISTRICT, payroll services as outlined and requested to be performed pursuant to the solicitations of the DISTRICT, the Customer Service Agreement, attached hereto and incorporated herein as Exhibit 1 of this Agreement, and the Proposal, attached hereto and incorporated herein as Exhibit 2 of this

Agreement. In the event of any conflict between or among the terms and conditions of this Agreement and the exhibits attached hereto and incorporated herein, such conflict shall be resolved by giving precedence in the following order of priority:

A. To the text of this Agreement.

B. To Exhibit 1 of this Agreement (Customer Service Agreement);

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C. To Exhibit 2 of this Agreement (Proposal).

Subject to any express limitations established by DISTRICT as to the degree of care and amount of time and expense to be incurred and any other limitations expressly contained in this Agreement, CONTRACTOR shall perform the services under this Agreement with that level of due care and skill ordinarily exercised by other qualified professional contractors in the field of CONTRACTOR's expertise under similar circumstances at the time the services are being performed.

CONTRACTOR may retain such subcontractors as CONTRACTOR deems necessary to assist CONTRACTOR in completing the work under this Agreement. Such subcontractors, if any, shall be expressly approved in writing by DISTRICT before they are retained to perform work under this Agreement. CONTRACTOR’s use of any such subcontractors shall not, in any way whatsoever, relieve CONTRACTOR of its obligations under this Agreement, or increase the compensation of CONTRACTOR under paragraph 5 of this Agreement. It is understood that CONTRACTOR is

responsible for any and all payments to its subcontractors. It is further understood that CONTRACTOR shall be DISTRICT's sole point of contact in the performance of the services covered by this Agreement.

2. NO THIRD-PARTY BENEFICIARIES

It is understood that CONTRACTOR’s services under this Agreement are being rendered only for the benefit of DISTRICT, and no other person, firm, corporation, or entity shall be deemed an intended third-party beneficiary of this Agreement.

3. TERM

If approved by DISTRICT’s Governing Board and by CONTRACTOR, this Agreement shall become effective upon execution by the parties and shall continue for a period of three (3) years, or until this Agreement is terminated as provided in

Paragraph 4, whichever occurs first.

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Option to Extend: DISTRICT reserves the right to offer to extend this Agreement by written notice, and upon mutual consent of both parties, provided the notice is given at least 60 days before the contract is to expire.

4. TERMINATION

Breach of Agreement: DISTRICT may immediately suspend or terminate this Agreement, in whole or in part, where in the determination of DISTRICT there is:

(1) illegal or improper use of funds;

(2) failure to comply with any material term of this Agreement; or (3) improperly performed service.

In no event shall any payment by DISTRICT constitute a waiver by DISTRICT of any breach of this Agreement or any default that may then exist on the part of

CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to DISTRICT with respect to the breach or default. DISTRICT shall have the right to demand of CONTRACTOR the repayment to DISTRICT of any funds disbursed to CONTRACTOR under this Agreement which, in the judgment of DISTRICT, were not expended in accordance with this Agreement. CONTRACTOR shall promptly refund any such funds upon demand.

In addition to immediate suspension or termination, DISTRICT may impose any other remedies available at law, in equity, or otherwise specified in this Agreement.

Without Cause: DISTRICT shall have the right to terminate this Agreement at its discretion, and without cause, at any time upon the giving to CONTRACTOR thirty (30) days’ advance, written notice of its intention to terminate. If DISTRICT terminates this Agreement in such event, CONTRACTOR shall be compensated for services satisfactorily provided to DISTRICT up to the date of termination, as reasonably determined by DISTRICT, together with such additional services performed after termination which are expressly authorized in writing by DISTRICT to complete such work.

The parties hereto may mutually agree to terminate this Agreement at any time,

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and in such case, upon any terms as are mutually agreeable provided that such agreement is made pursuant to a written amendment to this Agreement.

CONTRACTOR shall have the right to terminate this Agreement if: (1) DISTRICT defaults in the payment of any sum due to be paid to

CONTRACTOR hereunder or shall fail to perform any other of DISTRICT’s obligations hereunder; and

(2) Such default for failure to pay or failure to perform any other obligation hereunder continues thirty (30) days after written notice thereof has been provided by CONTRACTOR to DISTRICT.

5. COMPENSATION / INVOICING

DISTRICT agrees to pay CONTRACTOR and CONTRACTOR agrees to receive, estimated amount of Eight-Hundred Twelve Dollars ($812.00) per pay period, for services performed under this Agreement and as outlined in Exhibit 2. In addition, the DISTRICT will also pay CONTRACTOR Set-Up Charges upon acceptance of this Agreement by both parties and Year-End Fees for W-2 processing, as specified in Exhibit 2. The proposed prices are in effect for one year from effective day of this contract and negotiated every year thereafter. Contractor agrees to limit price adjustments to maximum of four percent each year for at least three years upon execution of this agreement.

The amount to be paid to CONTRACTOR under this Agreement includes all sales and use taxes incurred pursuant to this Agreement, if any, including any such taxes due on equipment purchased by CONTRACTOR. CONTRACTOR shall not receive additional compensation for reimbursement of such taxes and shall not decrease work to compensate therefore.

Payment shall be made to CONTRACTOR by DISTRICT upon submission and evaluation of CONTRACTOR's invoice submitted. The invoices shall describe the work performed pursuant to this Agreement and the specific period of service for which payment is being requested.

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CONTRACTOR shall submit its invoices to:

San Joaquin Valley Air Pollution Control District Administrative Services Division

1990 E. Gettysburg Ave. Fresno, CA 93726

It is understood that all expenses incidental to CONTRACTOR's performance of services under this Agreement shall be borne exclusively by CONTRACTOR.

Upon receipt of a proper invoice and verification that CONTRACTOR has

satisfactorily completed the phase of work for which compensation is sought, DISTRICT will issue payment to CONTRACTOR within forty five (45) calendar days of such time.

6. EXTRA SERVICES

CONTRACTOR shall not undertake any extra services not enumerated herein unless expressly authorized by DISTRICT through an amendment to this Agreement, which shall be executed in the same manner as this Agreement, or by express, written authorization from DISTRICT if such extra services are being performed by

CONTRACTOR to wind up its services under this Agreement pursuant to paragraph 4. DISTRICT shall have no liability or obligation to pay for extra services not so expressly authorized.

When such extra services are being performed, CONTRACTOR shall keep complete records showing that DISTRICT requested such extra services, the hours and description of activities worked by each person who works on the project, the reason for such extra services, and all costs and charges applicable to the extra services

authorized.

7. INDEPENDENT CONTRACTOR

In performance of the work, duties, and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of CONTRACTOR's officers, agents, employees, consultants, and subcontractors will at all times be acting and performing as an independent contractor,

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and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venture, partner, or associate of DISTRICT.

Furthermore, DISTRICT shall have no right to control, supervise, or direct the manner or method by which CONTRACTOR shall perform its work and function. However, DISTRICT shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. CONTRACTOR and DISTRICT shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.

Because of its status as an independent contractor, CONTRACTOR’s officers, agents, employees, consultants, and subcontractors shall have absolutely no right to employment rights and benefits available to DISTRICT employees. CONTRACTOR shall be solely liable and responsible for providing all legally required employee benefits.

In addition, CONTRACTOR shall be solely responsible and shall indemnify, defend and save DISTRICT harmless from all claims, demands, losses, damages, causes of action, and liability arising out of or relating to payment of CONTRACTOR’s employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated to DISTRICT or to this Agreement.

8. NON ASSIGNMENT

Neither party shall assign, transfer or subcontract this Agreement nor their rights or duties under this Agreement without the prior express, written consent of the other party.

9. INDEMNIFICATION

CONTRACTOR shall hold harmless, indemnify and, at DISTRICT's request, defend DISTRICT, its boards, officers, employees, and agents against any and all

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reasonable defense costs, expenses, claims, damages, losses, suits, and liability of any nature including, but not limited to, those for financial losses, for bodily and personal injury to or death of any person and for destruction or damage or loss of any property proximately caused or alleged to have been proximately caused by negligent or wrongful acts or omissions of CONTRACTOR, its officers, employees, agents or subcontractors in performing or failing to perform any work, services, or functions provided for or referred to or connected with any work, service or functions to be

performed under this Agreement provided, however, that such indemnification shall not apply to the extent that such reasonable defense costs, expenses, claims, damages, losses, suits or liability are proximately caused by negligent or wrongful acts or omissions of DISTRICT, its boards, officers, employees, or agent.

DISTRICT shall provide CONTRACTOR with prompt notice of any written claim received by DISTRICT for which indemnification may be sought, and shall

reasonably cooperate with CONTRACTOR in the investigation and defense of such claim. CONTRACTOR shall accept tender of defense by DISTRICT of any such claim, and shall be entitled to control the investigation and defense of any claim for which such tender is accepted provided, however, if CONTRACTOR unreasonably refuses to

accept such tender of defense, or accepts such tender of defense with a reservation of rights, DISTRICT shall be entitled to retain defense counsel of its own choosing, the cost of which shall be paid by CONTRACTOR.

10. INSURANCE

Without limiting District’s right to obtain indemnification from Contractor or any third parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement:

(1) Commercial general liability insurance with minimum limits of coverage in the amount of One Million Dollars ($1,000,000) per occurrence; and

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(2) Errors and omissions with $10,000,000 for Each Wrongful Act and $250,000 Retention for Each Wrongful Act; and

(3) Workers’ compensation insurance, as required by California law.

Except for workers’ compensation insurance, such insurance policies shall name District, its officers, agents, and employees, individually and collectively, as additional insured for liability arising out of Contractor’s work performed for District. Such

coverage for additional insured shall apply as primary insurance and any other

insurance, or self-insurance, maintained by District, its officers, agents, and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be canceled or changed without a minimum of thirty (30) days' advance, written notice given to District.

Prior to the commencement of performing its obligations under this Agreement, Contractor shall provide certificates of insurance on the foregoing policies, as required herein, to District, stating that such insurance coverages have been obtained and are in full force; that District, its officers, agents, and employees will not be responsible for any premiums on the policies; that such insurance names District, its officers, agents, and employees, individually and collectively, as additional insured as required under this Agreement. This insurance shall not be changed without a minimum of thirty (30) days' advance, written notice given to District.

In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, District may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event.

11. AUDITS AND INSPECTIONS

CONTRACTOR shall at any time during business hours, and as often as DISTRICT may reasonably deem necessary make available to DISTRICT for examination all of its records and data with respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by DISTRICT, permit DISTRICT to audit and inspect all of such records and data necessary to ensure CONTRACTOR's

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compliance with the terms of this Agreement.

CONTRACTOR shall retain all records and data for activities performed under this Agreement for at least three (3) years from the date of final payment under this Agreement or until all state and federal audits are completed for that fiscal year, whichever is later.

Because this Agreement exceeds ten thousand dollars ($10,000),

CONTRACTOR shall be subject to the examination and audit of the Auditor General for a period of three (3) years after final payment under contract (Gov. Code § 8546.7).

12. NOTICES

The persons and their addresses having authority to give and receive notices under this Agreement include the following:

CONTRACTOR DISTRICT

CompuPay, Inc. (dba Benefit Mall) 3450 Lakeside Drive, Suite 400 Miramar, FL 33027

Seyed Sadredin, Executive Director/APCO

San Joaquin Valley Unified Air Pollution Control District 1990 E. Gettysburg Ave. Fresno, CA 93726

Any and all notices between DISTRICT and CONTRACTOR provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to one of the parties. Either party may change its notice address by giving the other party prior written notice of the new address in conformity with the foregoing provisions of this Section along with the date upon which such new address will become effective.

13. POLITICAL ACTIVITY PROHIBITED

None of the funds, materials, property, or services provided under this

Agreement shall be used for any political activity, or to further the election or defeat of any candidate for public office contrary to federal or state laws, statutes, regulations, rules, or guidelines.

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 E. Gettysburg Fresno, CA 93726 (559) 230-6020 14. LOBBYING PROHIBITED

None of the funds provided under this Agreement shall be used for publicity, lobbying, or propaganda purposes designed to support or defeat legislation before the Congress of the United States of America or the Legislature of the State of California.

15. CONFLICT OF INTEREST

No officer, employee, or agent of DISTRICT who exercises any function or responsibility for planning and carrying out the services provided under this Agreement shall have any direct or indirect personal financial interest in this Agreement.

CONTRACTOR shall comply with all federal and state conflict of interest laws, statutes, and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any officer, agent, or employee of DISTRICT.

16. COMPLIANCE WITH LAWS

CONTRACTOR shall comply with all federal and state laws, statutes, regulations, rules, and guidelines which apply to its performance under this Agreement. CONTRACTOR agrees that in connection with the services provided herein, it will comply with

applicable laws and regulations regarding equal opportunity and employment discrimination.

17. GOVERNING LAW

Venue for any action arising out of or relating to this Agreement shall only be in Fresno County, California. The rights and obligations of the parties and all

interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of California.

18. TIME IS OF THE ESSENCE

It is understood that for CONTRACTOR's performance under this Agreement, time is of the essence. The parties reasonably anticipate that CONTRACTOR will, to the reasonable satisfaction of DISTRICT, complete all services in a timely manner, provided that CONTRACTOR is not caused unreasonable delay in such performance.

19. SURVIVAL

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All provisions of this Agreement that contemplate performance or observance following its termination of expiration shall survive its termination or expiration and shall bind the parties and their legal representatives, successors and permitted assigns.

20. BINDING UPON SUCCESSORS

This Agreement, including all covenants and conditions maintained herein, shall be binding upon and inure to the benefit of the parties, including their respective

successors-in-interest, assigns, and legal representatives.

21. INSPECTION, RELEASE, AND OWNERSHIP OF DATA

Upon termination or expiration of this Agreement, all work product which is produced or developed by CONTRACTOR under this Agreement shall become the exclusive property of DISTRICT. Accordingly, CONTRACTOR shall surrender to DISTRICT all such work product which is in its (including its consultants,

subcontractors, or agents) possession, without any reservation of right or title, not otherwise enumerated herein.

DISTRICT shall have the right at reasonable times during the term of this Agreement to inspect and reproduce any data received, collected, produced, or

developed by CONTRACTOR under this Agreement. No reports, professional papers, information, inventions, improvements, discoveries, or data obtained, prepared,

assembled, or developed by the CONTRACTOR, pursuant to this Agreement, shall be released or made available (except to DISTRICT) without prior, express written

approval of DISTRICT while this Agreement is in force.

Except for deliverables specified in the RFP, CONTRACTOR and/or its licensors shall have and retain all rights, title and interests, including all intellectual property rights, in and to the processes created by CONTRACTOR in connection with, or

pursuant to, this Agreement (collectively, “CONTRACTOR Materials”), and all updates, upgrades, modifications, enhancements and derivative works of the CONTRACTOR Materials. Except for deliverables specified in the RFP, no CONTRACTOR Materials

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created by CONTRACTOR in connection with, or pursuant to, this Agreement are to be considered “works made for hire” as that term is used in connection with the U.S. Copyright Act.

22. FORCE MAJEURE

Neither party shall be liable for any delay or failure in performance of this Agreement if caused by an act of God or any factor beyond control of such party, including, but not limited to, failure of the other party to comply with its obligations and responsibilities hereunder or to provide materials or information specified herein. In any such event, the date for the parties’ performance shall be deferred for a period of time equal to the time loss by reason of such act of God or other factor beyond control of the party, provided that the delayed party shall notify the other party of such occurrence and shall cooperate with the other party in minimizing any adverse impact of such

occurrence.

23. MODIFICATION

Any matters of this Agreement may be modified from time to time by the written consent of all the parties without affecting the remainder. With the exception of modifications or amendments which do not affect costs, payments or deadlines under this Agreement, Participant understands that District Governing Board approval may be required.

24. NO LICENSE

Unless otherwise specifically provided herein, nothing in this Agreement, whether express or implied, shall be construed as granting to any party any license with regard to Intellectual Property rights of any other party.

25. SEVERABILITY

In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction, such holding shall not affect any other provisions of this Agreement, and the Agreement shall then be construed as if such unenforceable provisions are not a part

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 E. Gettysburg Fresno, CA 93726 (559) 230-6020 hereof. 26. NON-WAIVER

Failure by either party to enforce any provisions of this Agreement or any rights that may arise as a result of breach of this Agreement by the other party shall not be construed as a waiver of any of its rights, nor affect the validity of this Agreement, nor prejudice either party as regards any subsequent action.

27. ENTIRE AGREEMENT

This Agreement, including all attached exhibit and documents which are referred to and incorporated herein, constitutes the entire agreement between CONTRACTOR and DISTRICT with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature whatsoever unless expressly included in this Agreement.

IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first herein above written through their respective duly appointed and authorized representatives.

CONTRACTOR DISTRICT

BENEFIT MALL SAN JOAQUIN VALLEY UNIFIED AIR

CompuPay, Inc. (dba Benefit Mall)

POLLUTION CONTROL DISTRICT

By:____________________________ By:_____________________________

Tom Wheeler, Chair Governing Board

Recommended for Approval:

San Joaquin Valley Unified Air Pollution Control District

By:_______________________________ Seyed Sadredin

Executive Director/APCO

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Approved as to Legal Form:

By:_______________________________ Annette Ballatore-Williamson

District Counsel

Approved as to Accounting Form: San Joaquin Valley Unified Air Pollution Control District

By:_______________________________ Mehri Barati, CPA

Director of Administrative Services

For Accounting Use Only:

Fund: _100______________________ Sub-department No.: _12___________

Account No.: ____6660____________

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March 19, 2015

Attachment D:

FEBRUARY 10, 2015 LETTER FROM KERN COUNTY CONFIRMING CONTINUED ADMINISTRATION OF DISTRICT’S REPLACEMENT BENEFITS PLAN

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