Contract - Navia Benefits Solutions, Inc. - 9/9/2021n via
benefit solutions
NAVIA BENEFIT SOLUTIONS ADMINISTRATIVE SERVICES AGREEMENT
CONTRACT INFORMATION PAGE
This NAVIA ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") is entered into as of the
Effective Date by and between Navia Benefit Solutions, Inc. ("Navia"), a Washington Corporation, and
the below -named Employer ("Employer").
Name of Employer:
City of Round Rock
Effective Date:
January 1, 2022
Notices Sent to Employer:
231 East Main Street, Suite 100
Round Rock, TX 78664
Notices Sent to Navia
600 Naches Ave SW
Renton, WA 98057
IN WITNESS WHEREOF, Employer and Navia have reviewed the forgoing Agreement in its
entirety and have caused their undersigned Representative(s) to execute this Agreement, the same
being duly authorized to do so.
EMPLOYER
SIGNATURE:
NAME: CRAIG MORGAN
TITLE: MAYOR
DATE: I 1 .9 91,)7d I
NAVIA BENEFIT SO UTIONS, INC.
SIGNATURE: �
NAME: HILARIE AITKEN
TITLE: CEO
DATE: 08/25/2021
td brev_11102020_v2020.2
TABLE OF CONTENTS
ArticleI: Definitions.................................................................................................................................... l
I's I Affiliate.........................................................................................................................................1
192 Agreement.....................................................................................................................................1
1.3 Benefit Plans 0000000 0000000 00*000 00 0*00000 00000000 000*00* 00000000 00*0000 9*000000 GOOOOOO *00000090000000 0000000 00000000 0000000 see**** I.......................................................................1
1*4 Business Day .. 00000000 0000000 00*00000 00000*0 ***sees* 0000*0000000000 0000000 *Osseo** 000*00* 0000000 00000000 00*0000 000*9000 0969009 00000*00 0000000 l
1,95 Card Recipient *@***so* 0000000 00900000 **Osseo *0000*00 0000000 00000*00 60966600000*99 00000000 0000000 00000000 *Osseo* 00000000 00*0000 1........................................................................1
1o6 Card Services Provi er..................................................................................................................
1 *7 Ca er 00*0*00 00*00000 0*00000 Osseo*** ****see 000*0000 0000000 *Osseo** 000*0000000*00 *00000*0 *fee*** sees*&** 0000*00 000*0000 0000000 1
1*8 Claims Administrator.................................................................................................................... l
1,09 COBRA Election Notice............................................................................................................... l
1010 Code.............................................................................................................................................. 2
I. I I Covered Dependent....... OOOOOOOOOGOOOOO 00000000 ***too* *****see 0000000 000006000000000 OOOO*Oo 00000000*000000 00006000 0090000 seeseese &000000 2................................................................2
1.12 Covered Employee. . 0 0 0 0 0 0 0 0 0 0 0 0 * 0 0 0 0 0 0 0 e * 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 9 0 0 0 0 0 0 0 0 0 0 0 a 0 0 0 0 0 0 0 0 a 0 0 0 0 0 0 0 0 0 0 0 0 * 0 0 2................................................................2
1.13 Covered Individual........ 000000000*00*00 00000 000 0000909 00000900 00 00000 00000000 9606960 0900000 000000*0 0000000 OoOOOOOO seseese 00000000 *000000 2..................................................................2
1.14 Disbursement Report.................................................................................................................... 2
1.15 Eligibility and Payroll Deduction Report ("EDR")......................................................................2
1.16 Electronic Payment Card0090000 000000*0 0000009 00000009 0000000*0000000 soosees 00000000 00000*0 G000sso 00000000 0000000 0000000 2
1.17 Eligible E ployee ... 2..................................................................2
1o18 Exhibit...........................................................................................................................................2
1019 Fees............................................................................................................................................... 2
1.20 Grace Period..................................................................................................................................2
1.21 Intellectual Property Rights..........................................................................................................2
1.22 Party or Parties. 0000000 000*0000 *Osseo* 00000000 0000000 00000000 000000*00000*00 *00000*0000000 OOOOG&OO Osseo** 6609096 Osseo* 2.....................................................................2
1.23 Plan Ad inistrator G. 00090000 0*00000 00009000 000000000000000 0000000 00000000 00000000*00000 *****see **so*** 000000000000000*eoo*ooe *****so Osseo* 3......................................................................3
1.24 Plan Application............................................................................................................................ 3
1.25 Plan Year ......... ............................................................................ 3
1.25 Plan Year ........ 3............................................................................3
1.26 Representative....... 00000000 000000*00000000 0000000 000000000000000 09*00000 0000000 00000000 0000000 0000000 00000*00 0000000 000000 00 0000000 oosseeee 3.............................................................................3
1.27 Run -Out -Period ..... 3............................................................................3
1028 Schedule 000000000000* OOOGOO* *000040*0 00001990 0*00 00400 so***** 0 04000041 100000006 OGOOOOO 0 0 0 0 0 0 0 0 0 0 0 0 * 40 0 0 0 0 0 0 . 40 0 0 0 0 . 0 0 0 0 0 0 0 40 * 40 o 3.................................................................................3
1029 Services.........................................................................................................................................3
1.30 Specific Rights Notice.................................................................................................................. 3
1.31 Subcontractor................................................................................................................................3
tdbrev 11102020 v2020.2
1*32 We or Us....................................................................................................................................... 3
1.33 You or Your...... 0 Is 0 0 0 0 0 Is 0 0 0 0 0 0 Is 0 IN 0 0 0 0 0 0 0 0 41 a 0 0 0 0 00 0 0 0 0 Is 0 0 0 0 0 0 0 0 0 0 0 10 0 a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 . 0 0 0 . 0 0 a 0 0 0 0 o 0 0 o o 0 o o o . 0 0 0 0 0 0 0 0 0 o o o o 0 o 0 a o o . o o o . o o o 3......................................................................3
1.34 Year -to -Date Report...................................................................................................................... 3
ArticleII. Relationship and Term................................................................................................................ 4
2.1 Relationship of the Parties............................................................................................................ 4
202 Term of the Agreement................................................................................................................. 4
2o3 Terminat0
ion without Cause...........................................................................................................
4
204 Termination for Cause.................................................................................................................. 4
2,95 Post Termination Obligations...................................................................................................... 4
ArticleIII. Fees............................................................................................................................................ 5
3.1 Fees for Services........................................................................................................................... 5
3.2 Fees for Additional Services......................................................................................................... 5
3.3 Fee Terms and Changes in Fees.................................................................................................... 5
Article IV Warranties and Representations 00000*0 00000000 0000000 000*0000 0000000 0000000 000*00*0 0090000 00000000 000000* 00900000 *Go**** 6.................................................6
4.1 Mutual Warranties and Representations....................................................................................... 6
4.2 Navia's Warranties and Representations...................................................................................... 6
4.3 Employer's Warranties and Representations................................................................................ 6
ArticleV. Information and Records............................................................................................................. 6
5ol Records Generally......... 00000000 0000000 9906*066 6066600 00000000 0000000 90000000 4000660 0000000 00000000 0000000 0000000*00*o*oo 6..................................................................6
5.2 Confidential and Proprietary Information - Generally..................................................................6
5.3 Media Releases and Public Announcements................................................................................. 7
5,04 Protected Health Information........................................................................................................8
5.5 Intellectual Property Rights.......................................................................................................... 8
5,96 Online Services.............................................................................................................................8
Article VI. Liability and Indemnification.................................................................................................... 8
6,91 Limitation on Liability... 000**96 00000*00 00000*0 00000000 0000000 00000000 0*04000 *0000000 00000*0 0000@000 0000000 0000000 00000*00 0000000 00900** 8...........................................................8
6.2 Indemnity . 0000000 00999666 0000000 0000000 00000*000000000 89606969 0666960 00000000 0000000 0000000* 6604606 eoeoee* 00900000 Gooses* 000000* 9
6.3 Re edies .. 0900000 969606*6 0000000 0000000 so* 00000 0000000 000000000000000 00000000 0000000 66060*60 0000*00 00900000 0009000 0000000 00000000 0000000 0000000 9................................................................................9
604 Statute of Li itations..... 0*0*00 00 0000 000 as 00000 0 0 *see** sees**** go 06009 00000 00 o 0660060 sees go** so* so so **sees* 0 9009000 *go* *so 000 so 10.............................................................10
ArticleVII Miscellaneous, . G ID 0 0 0 0 0 0 * 0 9 0 0 0 0 0 19 0 0 0 10 * 0 41 0 0 0 0 0 0 0 0 0 0 * 0 41 a 0 0 0 0 0 0 0 0 0 0 0 ID 0 is 0 0 * 0 10 10 0 a 0 0 40 0 49 0 0 0 0 19 0 10 * 0 0 0 0 lb 0 0 0 a 0 0 0 49 0 0 0 0 a 0 G 0 0 0 0 a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 9 0 0 0 0 0 0 0 10.......................................................................10
7,91 Section Headings .... 00000000000900 000*0000 *0000*0 00000000 00000*0 00000*00 0000000 0000*000 0000000 00000000 0000000 0000000 sesseees 0000000 *fee* 10.................................................................10
7.2 Waiver of Rights Gooses* esessee 00000000 0000600 00000000 00000*0 00000006 *see*** 66960669 sees*** 90066006 00*0000 6996909 **Gooses 0000000 0*000 10................................................................10
7.3 Invalid/Illegal/Unenforceable Provisions....................................................................................10
tdbrev 11102020 v2020.2
7,94 Amendment...... 0000000 00000000 0000000 00000000 0000000 0000000 00000000 0000000 00000000 0000000 00000000 0000000 000 00000 000000000006600 0000000 0000 10..........................................................................10
7.5 Agreement........ 00000000 0000000 00000000 *000*00 00000*00 0000000 6690069 00000000 0000000 00 000000 0000000 0*000000 000000000*00000 ***Goes so** 10............................................................................10
7.6 Notices..... 60066069 0090000 00000000 *000000 00*90*00*00ooeo 0000090 0000000* *00000* 000000*9 0000000 00000000 0000000 40604696 666600060666069 0000*00 0996 10...............................................................................10
7*7 Consent .... 00000000 0000000 00000000 9000000 000 00090 0000000 0400see 00000000 0000*0* 00400000 0000000 00000000 0000000 00000000 00*00000*000000 0009000 so** 11...............................................................................11
7,98 Third Party Beneficiaries............................................................................................................11
799 Advertising...... ***so*** 066069t 0*000*0 00000000 04 99466 00000000 0000000 *0000090 0040000 00000900 6600090 0*00*000 0900000 0000000 *0000000 6690906 00000 11.............................................................................11
7.10 Insurance.....................................................................................................................................11
BENEFIT PLAN SERVICE SCHEDULE(S) AND FEES 0040000 00000000 0000000 000 00*00 9*00000 000000000000000 6000000 09e*9 12.............12
CAFETERIA PLAN SERVICE S C H E D U L E 16.....................................16
FLEXIBLE SPENDING ARRANGEMENT SCHEDULE............... 0900000 0000000 so****** 8006696 00*00000 0000000 000000*0 00000 17................17
FEDERAL COBRA ADMINISTRAT[ON SCHEDULE.......................................................................... 20
RETIREE BILLING ADMINISTRATION SCHEDULE..........................................................................25
EXHIBIT A BUSINESS ASSOCIATE AGREEMENT............................................................................ 28
EXHIBIT B EMPLOYER CERTIFICATION........................................................................................... 33
�l
tdbrev 11102020 v2020.2
NAVIA ADMINISTRATNE SERVICE AGREEMENT
Employer has asked Navia to provide administrative services for certain employee Benefit Plans
maintained by Employer as described in this Agreement. In consideration of the mutual promises
contained in this Agreement, Employer and Navia agree as follows:
GENERAL TERMS AND CONDITIONS
ARTICLE I: DEFINITIONS
All capitalized terms in this Agreement not defined in this Section shall have the meanings set forth in the
Sections or Schedules of this Agree ent in which they are defined.
1.1 AFFILIATE
"Affiliate" means a business entity now or hereafter controlled by, controlling or under common control
with a Party. Control exists when an entity owns or controls directly or indirectly 50% or more of the
outstanding equity representing the right to vote for the election of directors or other managing authority
of another entity.
1.2 AGREEMENT
"Agreement" means the following: the Contract Information Page, the General Terms and Conditions, the
Schedules and the Exhibits that are specifically incorporated by the Parties into this Agreement by
reference.
1.3 BENEFIT PLANS
"Benefit Plan(s)" means one or more employee benefits plans, 132 Transportation benefits, COBRA
Administration, or Direct Billing Administration established and maintained by Employer for the benefit
of its employees and their eligible dependents for which Navia provides Services in accordance with this
Agreement.
1.4 BUSINESS DAY
"Business Day" means Monday through Friday, excluding days deemed to be federal holidays.
1.5 CARD RECIPIENT
"Card Recipient" means the individual to whom Card Services Provider issues an Electronic Payment
Card in accordance with this Agreement.
1.6 CARD SERVICES PROVIDER
"Card Services Provider" means the third party chosen by Navia to issue Electronic Payment Cards in
accordance with this Agreement and/or process electronic payment card transactions.
1.7 CARRIER
"Carrier" means the insurance Carrier or other benefit provider designated by the Employer.
1.8 CLAIMS ADMINISTRATOR
"Claims Administrator" means Navia.
1.9 COBRA ELECTION NOTICE
"COBRA Election Notice" means the election form included in the Specific Rights Notice.
1
tdbrev 11102020 v2020.2
1910 CODE
"Code" means the Internal Revenue Code of 1986 and the regulations thereunder, as amended from time
to time.
1.11 COVERED DEPENDENT
"Covered Dependent" means any person other than the Covered Employee who is covered under a
Benefit Plan by virtue of his or her relationship to the Covered Employee.
1.12 COVERED EMPLOYEE
"Covered Employee" means any of Employer's employees or former employees who are enrolled in a
Benefit Plan or who have established a Health Savings Account as defined in Code Section 223.
1.13 COVERED INDIVIDUAL
"Covered Individual" means a Covered Employee or a Covered Dependent.
1.14 DISBURSEMENT REPORT
"Disbursement Report" means a file or report created by Navia, posted to the Website that details the
benefit disbursements.
1.15 ELIGIBILITY AND PAYROLL DEDUCTION REPORT ( "EDR ")
"Eligibility and Payroll Deduction Report" means a file or report created by Navia, posted to the Website,
and verified by the Employer against payroll deductions for each processing date.
1.16 ELECTRONIC PAYMENT CARD
"Electronic Payment Card" means a debit card or store value card used to pay for eligible expenses under
the Benefit Plan(s),,
1.17 ELIGIBLE EMPLOYEE
"Eligible Employee" means an employee that is eligible for the Benefit Plan(s) as determined by the
Employer.
1.18 EXHIBIT
"Exhibit" means the document or documents specifically incorporated by the Parties into this Agreement
by reference that describe the specific rights, duties, and obligations of the Parties.
1.19 FEES
"Fees" means the amount that must be paid as indicated in each Schedule.
1.20 GRACE PERIOD
"Grace Period" means the 2.5-onth period after the end of the Plan Year during which eligible expenses
incurred during that time may be applied toward the previous Plan Year.
1.21 INTELLECTUAL PROPERTY RIGHTS
"Intellectual Property Rights" means all intellectual property rights throughout the world, including
copyrights, patents, mask works, trademarks, service marks, trade secrets, inventions (whether or not
patentable), know how, authors' rights, rights of attribution, and other proprietary rights and all
applications and rigrhts-to apply for registration or protection of such rights.
1.22 PARTY OR PARTIES
"Party" means Employer or Navia collectively, and Employer and Navia shall be referred to as "Parties".
2
tdbrev 11102020 v2020.2
1.23 PLAN ADMINISTRATOR
"Plan Administrator" means Employer.
1.24 PLAN APPLICATION
"Plan Application" means the online or form questionnaire provided by Navia to Employer used to gather
Employer and Plan design information.
1.25 PLAN DOCUMENT
"Plan Document" means a document that describes the Plan's terms and conditions related to the
operation and administration of the plan.
1.26 PLAN YEAR
"Plan Year" means a period of time determined by the Employer, not to exceed 12 months.
1.27 REPRESENTATIVE
"Representative" means an officer, director, or individual with authority to bind the Party.
1.28 RUN -OUT -PERIOD
"Run -out Period" means the period of time after the end of the Plan Year during which Covered Individuals
can submit claims.
1.29 SCHEDULE(S)
"Schedule(s)" means the document or documents specifically incorporated by the Parties into this
Agreement by reference that describe the specific Services and the specific rights and obligations of the
Parties with respect to such Services.
1.30 SERVICES
"Services" means Benefit Plan related administrative services as described specifically in the Schedules,
together with any materials, supplies, tangible items or other goods Navia furnishes in connection with
the Services.
131 SPECIFIC RIGHTS NOTICE
"Specific Rights Notice" means the notice that must be provided to each qualified beneficiary in
connection with a COBRA qualifying event.
1.32 SUBCONTRACTOR
"Subcontractor" means a third -party to whom a Party has delegated or subcontracted any portion of its
obligations set forth herein.
"We" or "Us" means Navia.
" You" or "your" means Employer.
1*33 WE OR US
1.34 YOU OR YOUR
135 YEAR-TO-DATE REPORT
"Year -to -Date Report" means a file or report created by Navia, posted to the Website that details
contributions, disbursements, and benefit election, if applicable.
3
tdbrev 11102020 v2020.2
ARTICLE II. RELATIONSHIP AND TERM
2.1 RELATIONSHIP OF THE PARTIES
Navia is an independent contractor. Nothing in this Agreement or in the activities contemplated by the
Parties hereunder shall be deemed to create an agency, partnership, employment, or joint venture
relationship between the Parties,, their Affiliates, or any of their Subcontractors or Representatives,.
Employer acknowledges that Navia is not an accounting or law firm. No Services, and no written or oral
communications made by Navia during the course of providing Services, are or should be construed by
Employer as tax or legal advice.
2.2 TERM OF THE AGREEMENT
This Agreement shall be in effect from Effective Date set forth on the Contract Information Page and will
continue until such time as the Agreement is terminated as set forth herein ("Term"). Each Schedule may
have a later effective date than this Agreement to the extent that Employer and Navia agree to the terms
set forth in the Schedule after this Agreement has already become effective. If the Employer uses the
Servicesof Navia, this Agreement will be deemed to be in effect as of the date Navia begins providing
such Services even if a copy of this Agreement has not been signed and returned by the Employer -all
fees and monthly charges will be due and payable as set forth herein.
2.3 TERMINATION WITHOUT CAUSE
Either Party may terminate this Agreement for convenience, without cause, at any time without further
charge or expense with at least thirty (30) calendar days prior written notice to the other Party.
2.4 TERMINATION FOR CAUSE
In addition to any other remedies available to a Party, a Party may immediately terminate this Agreement
upon the occurrence of a Termination Event by the other Party by providing written notice of termination
to the other Party.
The following events constitute a Termination Event:
(a) Employer fails to pay the applicable Fees or satisfy the applicable funding requirements as set
forth herein;
(b) Failure of a Party to cure a material breach (to the extent curable) within thirty (30) calendar days
after written notice of the breach and intent to terminate is provided by the non -breaching Party;
go
(c) Employer files for bankruptcy, becomes oris declared insolvent (generally unable to pay its debts
as they become due), is the subject of any proceedings (not dismissed within 30 days) related to
its liquidation, insolvency or the appointment of a receiver or similar officer, makes an
assignment for the benefit of all or substantially all of its creditors, takes any corporate action for
its winding -up, dissolution or administration, enters into an Agreement for the extension or
readjustment of substantially all of its obligations, or recklessly or intentionally makes any
material misstatement as to its financial condition. In the interest of risk reduction for both
Parties, Navia may immediately suspend Benefit Plan processing (including debit cards) without
notice upon the occurrence of any of the circumstances described in this section (c). Upon
written notice to Employer, Navia may terminate services for a Covered Employee for persistent
abusive, offensive,, or similar behavior toward Navia employees.
2*5 POST TERMINATION OBLIGATIONS
(a) If Employer terminates this Agreement, Navia shall reasonably cooperate with Employer to
transition information to Employer or a new third party pursuant to the reasonable instructions of
4
tdbrev 11102020 v2020.2
Employer, in accordance with the terms of this Agreement, as necessary to enable the new service
provider to perform services without disruption to Covered Individuals. Employer is obligated to
reimburse all reasonable costs and expenses incurred by Navia for continued administration
during the transition process (including administration Fees during the claims run -out period) and
transitioning any necessary information as set forth herein. Covered Individual claims submitted
to Navia after termination of the Agreement or expiration of the claims run -out period, whichever
is later, will be denied and Participants will be redirected to the Employer and Navia will have no
further responsibility with respect to Covered Individual claims received after such time.
(b) The 0
rights and obligations of the Parties that by their nature must survive termination or
expiration of this Agreement in order to achieve its fundamental purposes include, without
limitation, Section 5.1 through Section 5.5, Article VI, Section 73. and the Business Associate
Agreement Exhibit.
(C) Termination of this Agreement shall not terminate the rights or obligations of either Party arising
prior to the effective date of such termination. Notwithstanding anything to the contrary herein upon
termination of this Agree ent all Fees, funding, and other amounts owed will become immediately due
and payable.
ARTICLE III. FEES
3.1 FEES FOR SERVICES
The Fees that Employer must pay Navia for Services are set forth in the Fee section of each Schedule. To
the extent that Navia sends a monthly invoice, all Fees are due upon receipt of the monthly invoice;
however, there is a thirty (30) day period after which 1.5% interest per month will accrue with respect to
any unpaid Fees to the extent Navia does not terminate the Agreement in accordance with Article I[I
herein. If the invoice is mailed by Navia, the recipient is deemed to have received the invoice within
seven (7) Business Days after Navia mails the invoice. Failure to timely and completely pay such Fees
may also result in suspension of all or part of the Services provided or, in Navia's discretion, termination
of the Agreement.
3.2 FEES FOR ADDITIONAL SERVICES
Additional Fees for additional Services not listed in the Schedules shall be as mutually agreed in writing
between Employer and Navia prior to performance. Such Fees may result from Employer's specific
requests for legal guidance provided by an outside firm, development time, or third -party audit Fees.
3*3 FEE TERMS AND CHANGES IN FEES
(a) Fees are effective beginning with the Effective Date unless otherwise provided herein.
(b) Navia may change Fees to the extent that (i) changes are made in applicable law that materially
affect the rights and obligations of Navia set forth herein, (ii) Employer amends the Benefit Plan
in a manner that materially impacts the Services provided herein; or (iii) Navia provides written
notice of a proposed Fee change to Employer. If Employer does not affirmatively reject any
proposed Fee changes in writing within thirty (30) days of receiving written notice of the
proposed Fee changes from Navia, such proposed Fees will become effective the first day of the
month following the end of the thirty -day response period. If Employer does not agree with such
proposed Fee changes, Employer may terminate the Agreement with no less than thirty (30) days
40
prior written notice from the date that Navia notified Employer of the Fee changes.
5
tdbrev 11102020 v2020.2
ARTICLE IV. WARRANTIES AND REPRESENTATIONS
4.1 MUTUAL WARRANTIES AND REPRESENTATIONS
Each Party represents and warrants the following:
(a) the Party's execution, delivery and performance of this Agreement: (i) have been authorized by
all necessary corporate action, (ii) do not violate the terms of any law, regulation, or court order
to which such Party is subject or the terms of any material agreement to which the Party or any
of its assets may be subject and (iii) are not subject to the consent or approval of any third party;
(b) This Agreement is the valid and binding obligation of the representing Party, enforceable against
such Party in accordance with its terms;
(c) Such Party is not subject to any pending or threatened litigation or governmental action which
could interfere with such Party's performance of its obligations hereunder; and
(d) Both Parties will perform their respective obligations under this Agreement in compliance with
all laws, rules, regulations, and other legal requirements applicable to the Party.
4.2 NAVIA'S WARRANTIES AND REPRESENTATIONS
(a) Navia represents and warrants that the Services shall reasonably conform to the Schedules
described herein.
(b) Other than as specifically set forth herein, Navia makes no representation or warranty, express or
implied, written or oral, and, to the full extent permitted by law, disclaims all other warranties
including, but not limited to, the implied warranties of merchantability or fitness for a particular
purpose.
4.3 EMPLOYER'S WARRANTIES AND REPRESENTATIONS
Employer represents and warrants they are not subject to any pending or threatened litigation,
governmental action, or investigation from the IRS, DOL, HHS, or otherwise with respect to any Benefit
Plans. If Employer is subject to any litigation, action, or investigation, or becomes subject while this
Agreement is in effect, Employer shall promptly notify Navia in writing in advance of the Effective Date
of this agreement, or within 10 days of Employer becoming aware of such litigation, action, or
investigation.
ARTICLE V.* INFORMATION AND RECORDS
5.1 RECORDS GENERALLY
Employer and Navia shall retain records and supporting documentation sufficient to document its
satisfaction of its obligations under this Agreement in accordance with laws and generally accepted
accounting principles for at least eight (8) years from the date such record or documentation is created.
5.2 CONFIDENTIAL AND PROPRIETARY INFORMATION - GENERALLY
(a) The term "Confidential Information" shall mean this Agreement and all non-public data, trade
secrets, business information and other information of any kind whatsoever that a Party
("Discloser") discloses, in writing, orally, visually or in any other medium, to the other Party
("Recipient") or to which Recipient obtains access and that relates to Discloser or, in the case of
Navia, its customers. A "writing" shall include an electronic transfer of information by e-mail,
over the Internet or otherwise. Confidential Information shall not include Benefit Plan
l"1
tdbrev 11102020 v2020.2
information (i.e. card swipe data, Benefit Plan reports, claims, explanation of benefits and other
Protected Health Information). Such information will be protected under the Health Insurance
Portability and Accountability Act of 1996 ("HIPAA") Health Information Technology for
Economic and Clinical Health Act (HITECH"), and/or other applicable privacy and security laws.
(b) Each of the Parties, as Recipient, hereby agrees that it will not, and will cause its Representatives,
Affiliates, vendors, Subcontractors, and third -parties not to disclose Confidential Information of
the other Party, during or after the Term of this Agreement, other than on a "need to know" basis
and then only: (a) for the purposes of providing, enhancing, optimizing, or auditing the Services
or to satisfy a legal or contractual requirement; (b) provided that any Representatives, Affiliates,
vendors, Subcontractors, and third -parties who receive Confidential Information are subject to a
written confidentiality agreement that shall be no less restrictive than the provisions of this
Section.
(c) Recipient shall not use or disclose Confidential Information of the other Party for any purpose
other than to carry out its obligations set forth herein.
(d) Recipient shall treat Confidential Information of the other Party with no less care than it employs
for its own Confidential Information of a similar nature that it does not wish to disclose, publish,
or disseminate, but not less than a reasonable level of care.
(e) Upon the Discloser's written request following expiration or termination of this Agreement for
any reason, the Recipient shall promptly return or destroy all Confidential Information in the
possession of Recipient or Recipient's Representatives, Affiliates, vendors, Subcontractors, and
third -parties, provided that either Party may retain copies of such files as needed to administer the
Benefit Plan(s) or to protect its interests. If it is determined that returning or destroying all
Confidential Information of Employer is infeasible, Navia shall extend the protections of this
Agreement to such Confidential Information.
(� The obligations of confidentiality in this Section shall not apply to any information that (i)
Recipient rightfully has in its possession when disclosed to it, free of obligation to Discloser to
maintain its confidentiality; (ii) Recipient independently develops without access to Discloser's
Confidential Information; (iii) is or becomes known to the public other than by breach of this
Section or (iv) is rightfully received by Recipient from a third party without the obligation of
confidentiality. Any combination of Confidential Information disclosed with information not so
classified shall not be deemed to be within one of the foregoing exclusions merely because
individual portions of such combination are free of any confidentiality obligation or are
separately known in the public domain.
(9) A Party's Confidential Information and any results of processing Confidential Information or
derived in any way therefrom shall at all times remain the property of that Party.
5.3 MEDIA RELEASES AND PUBLIC ANNOUNCEMENTS
EPyloer may not issue any media releases, public announcements and public disclosures, relating to this
Agreement or use the name or logo of Navia, including, without limitation, in promotional or marketing
material or on a list of vendors, provided that nothing in this paragraph shall restrict any disclosure
required by legal, accounting or regulatory requirements beyond the reasonable control of the releasing
Party.
7
tdbrev 11102020 v2020.2
5.4 PROTECTED HEALTH INFORMATION
Protected Health Information ("PHI"), as defined by 45 C.F.R. 160.103, if any, that is used or disclosed
by the Parties in accordance with this Agreement, will be governed by the terms and conditions set forth
in the Business Associate Agreement between the Parties. Employer agrees that Navia may communicate
confidential, PHI or otherwise sensitive information to Employer and hold Navia harmless in the event
Employer misroutes or improperly uses or discloses such information where such information was used
or disclosed by Navia for purposes of administration of the Benefit Plan(s) or used or disclosed for the
purposes of carrying out Navia's duties and responsibilities under this Agreement.
5.5 INTELLECTUAL PROPERTY RIGHTS
Each Party shall retain all rights in and/or title to its respective Intellectual Property Rights. Other than as
expressly provided in this Agreement, (a) nothing contained herein shall be construed as granting a Party
any license, right, title, or interest in or to any of other Party's Intellectual Property Rights and (b) neither
Party is developing any work product for the other.
5.6 ONLINE SERVICES
(a) Navia may provide access to a password -protected website maintained by Navia or Navia's
Subcontractor(s) in connection with the Services (the "Website"). Navia may unilaterally make
reasonable adjustments and improvements to the Website at any time and without prior notice.
Neither Navia nor Navia's Subcontractor is under any obligation to make any adjustments to the
Website that are requested by Employer or any other third party.
(b) The Website may include information related to Navia's other services and/or links to other
websites to the extent permitted by law. Navia neither grants a license for nor is responsible for
any external links to third party websites provided on the Website.
(c) Employer acknowledges that Employer and the Covered Individuals are solely responsible for
maintaining the hardware and/or software necessary to access the Website. Individuals shall be
directed to Navia's online Privacy Policy, Privacy Notice, and Terms and Conditions regarding
consent for collection, use, retention, disclosure, and disposal of information.
ARTICLE VI: LIABILITY AND INDEMNIFICATION
6.1 LIMITATION ON LIABILITY
(a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA, OR COST OF
SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE SERVICES PERFORMED HEREUNDER UNDER ANY THEORY
OF LIABILITY EVEN IF SUCH PARTY ALLEGED TO BE LIABLE HAS KNOWLEDGE
OF THE POSSIBILITY OF SUCH DAMAGES, PROVIDED, HOWEVER, THAT THE
LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO OR IN ANY
WAY LIMIT THE OBLIGATIONS OF THE SECTIONS ENTITLED "INDEMNITY," AND
"CONFIDENTIALITY AND PROPRIETARY INFORMATION ". IF NAVIA IS FOUND
LIABLE TO EMPLOYER FOR ANY DIRECT DAMAGES, SUCH DAMAGES SHALL NOT
EXCEED AN AMOUNT EQUAL TO ACTUAL DAMAGES OR THE FEES PAID FOR
SERVICES GIVING RISE TO THE CLAIM WITHIN THE TWELVE (12) MONTHS
PRECEDING THE CLAIM, WHICHEVER IS LESS.
(b) Navia is not liable for the acts or omissions of a prior administrator or the acts or omissions of
Employer if prior administration was conducted by Employer.
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tdbrev 11102020 v2020.2
(c) Navia shall not be liable for any action, conduct, or activity taken by Navia, or any failure to act,
at the request of Employer.
(d) Neither party will be liable for and will be excused from any failure or delay in satisfying its
obligations set forth herein if such failure or delay is caused by circumstances beyond its control,
including but not limited to any natural disaster (such as earthquakes, hurricanes or floods),
emergency conditions (such as war, riot, fire, theft, severe inclement weather, or labor dispute),
outages, legal constraint or governmental action or inaction, breakdown or failure of equipment
not due directly to the negligence of the Party maintaining the equipment, or the act, omission,
negligence or fault of the other party. This section does not excuse Employer from its
obligations to pay any of the Fees or to fund the Benefit Plans as provided herein.
Navia neither assumes nor underwrites any liability of Employer under the Benefit Plans, and acts only as
provider of the services specifically described herein. Navia shall not be responsible for any over
disbursed benefits, including but not limited to over disbursements due to insurance claim adjustments
after benefits have been reimbursed. The Services performed shall be ministerial in nature and shall be
performed in accordance with the direction, guidance, framework, and interpretation of the Benefit
Plan(s) established and communicated by Employer. Navia shall have no discretionary authority or
control over the Benefit Plan(s), funds, and Covered Individuals. Specifically, the Employer has the
absolute authority with respect to the control, management, investment, or disposition and utilization of
all plan assets, if any; and Navia shall neither have nor be deemed to exercise any discretion, control, or
authority with respect to the disposition of any plan assets.
6.2 INDEMNITY
(a) Each Party ("Inde nitor") shall indemnify, defend, and hold harmless the other Party, its
Representatives, successors and permitted assigns (collectively, the "Indemnitee") to the fullest
extent permitted by law, from and against any and all claims made or threatened by any third
party and all related losses, expenses, damages, costs and liabilities, including reasonable
attorneys' Fees and expenses incurred in investigation or defense ("Damages"), to the extent such
Damages arise out of or relate to the following:
i. Any negligent act or omission or willful misconduct by an Indemnitor, its Representatives or
its Subcontractor; or
ii. Any material breach in a representation, covenant, or obligation of the Inde nitor contained
in this Agreement.
(b) Inde nitee shall give Inde nitor reasonably prompt notice of, and the Parties shall cooperate in,
the defense of any such claim, suit or proceeding, including appeals, negotiations and any
settlement or compromise thereof, provided that Inde nitee must approve the terms of any
settlement or compromise that may impose any un4ndemnified or non onetary liability on
Inde nitee.
(c) Navia shall not be liable to Employer for mistakes of judgment or other actions taken in good
faith unless such error results directly from an intentionally wrongful or grossly negligent act of
Navia.
6.3 REMEDIES
The remedies under this Agreement shall be cumulative and are not exclusive. Election of one remedy
shall not preclude pursuit of other remedies available under this Agreement or at law or in equity.
9
tdbrev 11102020 v2020.2
6.4 STATUTE OF LIMITATIONS
The Parties agree that no legal action may be brought by a Party ("Plaintiff') against the other more than
two (2) years after the date the claim giving rise to such action became known by the Plaintiff or,
exercising reasonable diligence should have been known by the Plaintiff.
ARTICLE VII: MISCELLANEOUS
7.1 SECTION HEADINGS
Section headings are included for convenience or reference only and are not intended to define or limit
the scope of any provision of this Agreement and should not be used to construe or interpret this
Agreement.
7.2 WAIVER OF RIGHTS
No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under this
Agreement shall operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or
remedy. Any waiver by either Party of any provision of this Agreement shall not imply a subsequent
waiver of that or any other provision of this Agreement.
7.3 INVALID/ILLEGAL/UNENFORCEABLE PROVISIONS
If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, or
enforceability of the remaining provisions shall in no way be affected or impaired thereby.
7.4 AMENDMENT
Except as otherwise set forth herein, no amendments of any provision of this Agreement shall be valid
unless made by an instrument in writing signed by both Parties specifically referencing this Agreement.
7.5 AGREEMENT
(a) This Agreement, the Schedules, and any Exhibits reflect the final, full and exclusive expression
of the agreement of the Parties and supersedes all prior agreements, understandings, writings,
proposals, representations and communications, oral or written, of either Party with respect to the
subject matter hereof and the transactions contemplated hereby.
(b) This Agreement may be executed by the Parties in one or more counterparts, and each of which
when so executed shall be an original but all such counterparts shall constitute one and the same
instrument. The Parties agree to accept a digital image of this Agreement, as executed, as a true
0
and correct original and admissible as best evidence to the extent permitted by a court with proper
jurisdiction.
(c) Notwithstanding the general rules of construction, both Employer and Navia acknowledge that
both Parties were given an equal opportunity to negotiate the terms and conditions contained in
this Agreement and agree that the identity of the drafter of this Agreement is not relevant to any
interpretation of the terms and conditions of this Agreement.
(d) This Agreement shall be governed by the applicable laws of Washington and Texas without
regard to any of its conflict of law principles and any dispute arising out of this Agreement will
be settled in any court of competent jurisdiction in Williamson County, Texas.
7.6 NOTICES
(a) All legal notices required to be sent by one Party to the other Party under this Agreement shall be
given to the Parties in writing to the addresses identified on the Contract Information Page or to
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tdbrev 11102020 v2020.2
such other addresses as the Parties may substitute by written notice given in the manner
prescribed in this Section as follows:
ie By first class, registered or certified United States mail, return receipt requested and
postage prepaid,
He Over -night express courier,
iii's By hand delivery to such addresses, or
iv. Electronic mail with return receipt.
(b) Such notices shall be deemed to have been duly given (i) five (5) Business Days after the date of
mailing as described above, (ii) one (1) Business Day after being received by an express courier
during business hours, or (iii) the same day if by hand delivery or by email
7.7 CONSENT
Wherever this Agreement requires either Party's approval or consent such approval or consent shall not be
unreasonably withheld or delayed.
7*8 THIRD PARTY BENEFICIARIES
Except as expressly set forth in this Agreement, the Parties do not intend the benefits of this Agreement to
inure to any third party, including but not limited to Covered Individuals and Eligible Employees, and
nothing contained herein shall be construed as creating any right, claim or cause of action in favor of any
such other third party, against either of the Parties hereto.
7.9 ADVERTISING
Navia may indicate in its marketing materials and proposals to other prospective customers that this
Agreement has been awarded and may describe the nature and ob9ectives) osf thien9agement. No such
statements by, or materials of, Navia will disclose any Employer Confidential Information.
7.10 INSURANCE
Navia agrees throughout the term of the Agreement to maintain in full force and effect commercial
general liability, umbrella liability, error and omissions liability, and professional liability insurance
coverage in a reasonable amount, and workers' compensation insurance in the amount required by law, at
its own expense. Upon request, Navia shall furnish to Employer a certificate of insurance evidencing the
same.
7.11 COMPLIANCE WITH LAWS
The Parties shall comply with all applicable federal and state laws,, In accordance with Chapter 2271,
Texas Government Code, a govelnmental entity may not enter into a contract with a company for goods
and services unless the contract contains written verification from the company that: (1) it does not
boycott Israel; and (2) and will not boycott Israel during the tern of the contract. The signatory executing
this Agreement on behalf of Navia verifies that Navia does not boycott Israel and will not boycott Israel
during the term of this Agreement.
I I
tdbrev 11102020 v20202
BENEFIT PLAIT SERVICE SCHEDULE(S) AND FEES
Employer has established one or more of the following Benefit Plans (the "Plan" or "Plans") for
purposes of providing benefits administration and/or reimbursement of certain eligible expenses
incurred by Covered Individuals:
• Cafeteria Plan Document and Forms
• Health and Dependent Care Flexible Spending Arrangements
• Health Reimbursement Arrangements
• Section 132 Transportation and Parking Plan
• Code Section 223 Health Savings Account
In addition, Employer may offer one or more of the following other Plans for purposes of complying
with applicable laws or providing additional benefits.
• Wellness Plan
• Federal COBRA Administration
• Direct Billing or Direct Billing Administration
Employer has asked Navia to assist it with its administrative obligations under one or more of the
Plans identified above. The specific Plan -related Services are described in each Schedule. Only those
Services chosen by Employer pursuant to an Application and for which the applicable Fee is paid as
set forth in the Fee section of each Schedule (or, as set forth below with respect to additional requested
Services), will be provided by Navia.
ARTICLE I. STANDARD BENEFIT PLAN SERVICES
lei* Employer is solely responsible for the operation and maintenance of the Plans. It is Employer's
sole responsibility and duty to ensure that each Plan complies with the applicable laws and
regulations, and Navia's provision of Services under this Agreement does not relieve Employer of
this obligation.
1.2. If applicable to the particular Plan, Navia will provide Navia's standard plan document, summary
plan description, and forms to be used by Employer as a template for creating the governing
documents for the Plan(s). Such standard documents and forms have been prepared in
accordance with the standard of care set forth in the Agreement but are general in nature and do
not take into consideration facts and circumstances specific to Employer and Employer's Plans.
Consequently, Navia makes no warranties and representations that such documents and forms
will comply with applicable law as they relate to the Plan(s). Navia is not responsible for making
any changes or amending the documents. It is Employer's responsibility to review the documents
and ensure they conform to the facts and circumstances specific to Employer and the Plans, and
ensure the documents comply with applicable laws. Employer shall also make such documents
available to Covered Individuals as required by law.
1.3. Employer will provide to Navia timely, accurate and complete information relating to the
Covered Individuals and the Plans as is necessary for Navia to satisfy its obligations hereunder.
Employer shall provide information in the format and method approved by Navia (consolidated
spec file). In the event such information (i.e. data reports and files) requires manual processing or
requires a method not in Navia's business process, such processing shall be subject to Fees
(Noncompliant File Processing Fee) as provided in the applicable Schedule. In the event that the
12
tdbrev 11102020 v2020.2
information is not timely reported or verified, and in the event that there are disbursements made
by Navia that would not have been made if the occurrence had been reported on the same day of
each such occurrence, then Employer shall be responsible for such disbursements and shall
reimburse Navia therefore upon request by Navia. Employer shall be responsible for accurate
Participant payroll deductions, reporting of deductions, and W-2 reporting and shall ensure that
any terminated employer contacts (human resources, payroll, broker contacts, or other Employer
contacts with access to the Website) are immediately reported to Navia on the same day of the
occurrence. Employer shall be responsible for any consequences of failing to report such
terminations on the same day of the occurrence, including but not limited to the unauthorized
disclosure of information to former Employer contacts. Navia is not "a person" who is
responsible for administering or providing benefits under the COBRA benefit within the meaning
of Internal Revenue Code section 4980B e I B . Navia is not responsible for the payment of
excise taxes imposed under Internal Revenue Code section 4980B and is not responsible for the
preparation or filing of Internal Revenue Service Form 8928. Navia shall provide such
information as Employer reasonably requests in order to calculate excise taxes imposed under
Internal Revenue Code section 4980B or to prepare IRS Form 8928. With respect to COBRA
services, Navia is merely a collection agent for the employer and any amounts collected belong to
the Employer. Employer agrees to reimburse Navia for any taxes, or other similar charges, in
connection with COBRA administration, assessed against Navia. Employer understands and
agrees that Navia may rely on all information provided to it by Covered Individuals and/or
Employer in accordance with this Agreement as true and accurate without further verification or
investigation by Navia. Navia shall not be responsible and shall be held harmless for the receipt
of inaccurate and/or incomplete information or data files. Navia shall not be responsible for any
delays in providing services under this Agreement and any financial or adverse consequences due
to the receipt of the inaccurate and/or incomplete information or data files or for Employer's
failure to send data files.
1,04 If applicable to the Plan(s), Navia will send education and engagement materials in the form of
electronic mail campaigns direct to Employees and make enrollment kits (describing the benefit),
enrollment forms, online enrollment specification files, and claim forms available on the Website
and/or to Employer for distribution to Covered Individuals. Navia is only obligated to process
claims submitted to Navia in accordance with the instructions set forth on Navia's claim forms.
Navia will process claims in accordance with applicable law, its standard operating procedures,
and the terms of the Plan to the extent that such terms are provided to Navia and are consistent
with Navia's standard operating procedures. Navia may also provide claims submission
capabilities via online and through a smart phone application for certain Plans. If Navia denies a
request for reimbursement, Navia will review the 1st level appeal. If the Plan provides for 2
levels of appeal Employer will be responsible for the final determination. Employer shall be the
fiduciary and Plan Administrator of the Benefits Plans and shall be responsible for interpreting
the Plans, its provisions, terms and conditions and make any and all determinations as to
eligibility, appeal, and change in status events, as applicable.
1.5 In the event that a Covered Employee is reimbursed less than is otherwise required by the Plans,
Navia will promptly adjust the underpayment to the extent that Employer has satisfied its funding
obligations as set forth herein. If it is discovered that a Covered Employee was overpaid, or the
Covered Employee fails to substantiate an Electronic Payment Card Transaction as required by
applicable rules and regulations, Navia will make reasonable attempts to request repayment of
overpaid or unsubstantiated Electronic Payment Card claims or offset the ineligible payment
against any claims for future eligible expenses in accordance with applicable rules and
regulations. If the Covered Employee fails to repay or offset, Navia will notify Employer upon
Employer's written request for such report or data. Employer is responsible for taking any
13
tdbrev 11102020 v2020.2
additional action permitted or required by law (e.g., including such amounts in income or
garnishing wages consistent with applicable laws). Navia shall have no obligation to request
repayment or offset to the extent such overpayment is a result of Employer's acts or omissions,
such payments were authorized by Employer or Employer has failed to satisfy its funding
obligations.
r%
1,96 The specific funding requirements are set forth in each Schedule. Generally, Employer shall
make sufficient employer funds from its general assets available to pay benefits under the Plan(s).
These employer funds shall not be deemed employee salary reductions or plan assets. Employer
shall wire or grant Navia withdrawal authority over the account sufficient to enable it to pay
benefits. If at any time the amount of benefits payable under the Plan exceeds the amount
received Employer shall transfer an amount necessary to fulfill its funding obligations under the
applicable Plan(s). Navia will deposit these Employer funds into a separate account to facilitate
the payment of claims. Any interest generated by Employer funds deposited into a separate
account shall belong to Navia as reasonable compensation under this Agreement. Navia may use
such funds for any legal purpose including, but not limited to, to offset any fees of the financial
institution with respect to such account. To the extent that such interest (after deducting
applicable fees) is not in excess of LIBOR plus 2-percent, Navia shall be entitled to retain such
interest. Navia will deliver interest in excess of these permissible amounts to the Employer and
the Employer agrees that it will use such amounts in accordance with applicable laws, including
but not limited to ERISA when applicable.
Navia may suspend processing all benefit payments, electronic payment cards, and any other
reimbursements, and distributions in the event Employer fails make sufficient funds available to
pay benefits under the Plan(s) and/or fails to fund the Plan(s) according to the relevant Schedule.
Navia shall not be responsible or liable for the funding of claims for benefits under any Plan. If at
any time Navia has paid out more in benefits than received in funding (based upon either
individual Covered Employee accounts or the Plan(s) aggregate balance) Employer shall deliver
to Navia an amount equal to that deficit upon Navia's written request. If such funding is not
received within two (2) days Navia may suspend all Services including but not limited to
suspension of Electronic Payment Cards and benefit reimbursements.
1.7 If relevant to the Plan(s), Navia shall provide on -site enrollment meetings and attendance at
benefits fairs, as reasonably requested by Employer, for the Fee and costs set forth in the
Schedule.
1.8 Navia shall provide customer support weekdays, 5 a.m. to 5 p.m. Pacific Time, excluding
holidays.
1,09 Navia will conduct Nondiscrimination Testing ("NDT") required under the Code for the attached
Schedules. Navia will provide Employer with a Request for Information ("RFI") form requesting
the data necessary to complete the NDT or provide an online version of the RFI. Within a
reasonable amount of time after receipt of the requested information, Navia will provide test
results, which will be based solely on the information provided by Employer and/or information
maintained by Navia in accordance with the Schedule. Such test results are not intended as legal
or tax advice and shall not be relied upon as legal or tax advice. Navia is under no obligation to
advise Employer regarding specific corrective measures beyond providing the test results.
1.10 Employer may review reports summarizing the Plan via the Website. Employer is responsible for
reviewing the reports submitted by Navia and notifying Navia of any errors of which it is aware
within a reasonable period of time after reviewing them.
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tdbrev 11102020 v2020.2
ARTICLE II. ELECTRONIC PAYMENT CARD SERVICES
2.1. If applicable to the Plan(s) selected in the attached Schedule(s), at Employer's request and
payment of all applicable Fees, the Card Services Provider may make an Electronic Payment
Card available to Covered Individuals through which eligible expenses may be paid in
accordance with the following terms:
2020 Covered Employees or Employer shall provide to Navia a valid email address for each
Covered Employee requesting an Electronic Payment Card.
2.2.1 . The Card Services Provider will issue an Electronic Payment Card to each Card
Recipient within thirty (30) days of Navia's receipt of the Covered EPymloee's
enrollment data or the Covered Employee's online, electronic mail or form request,,
Employer understands and acknowledges that the Card Services Provider issues
Electronic Payment Cards based solely on the information provided by Employer.
Navia and the Card Services Provider have no obligation to verify or confirm that
Card Recipients are Covered Individuals.
2.2.2. Card Recipients must agree to use the Electronic Payment Card in accordance with the
terms of the Cardholder Agreement that accompanies the Electronic Payment Card.
The Electronic Payment Card will be deactivated if the Covered Individual fails to use
the Electronic Pavment Card in accordance with the Cardholder Agreement or as
otherwise required by applicable law.
2.2.3. The Electronic Payment Card may be used by Card Recipients to pay for eligible
expenses (as defined by applicable law and the applicable Plan' to the extent consistent
with Navia's standard operating procedures) in accordance with the applicable rules
and regulations.
2.2.4. Navia will require substantiation of expenses paid with the Electronic Payment Card
in accordance with the requirements set forth in the Code and/or other applicable
guidance. The Electronic Payment Card will be deactivated if the Card Recipient fails
to provide the requested substantiation in a timely manner as determined by Navia in
accordance with Federal guidelines.
2.2.5. All Cards will be deactivated on the date this Agreement is terminated, the date that
Employer fails to satisfy its funding obligations as set forth herein, the date Employer
files for bankruptcy and/or as necessary to prevent fraud or abuse (as determined by
Navia).
15
tdbrev 11102020 v2020.2
CAFETERIA PLAN SERVICE SCHEDULE
Employer has established a Code Section 125 Plan to allow eligible employees to pay for their share of
certain Benefit Plan coverage with pre-tax salary reductions (including but not limited to Employer
contributions).
This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the
Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement. If
there is a conflict between this Schedule and any other part of the Agreement with respect to the
subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement
controls. Capitalized terms not otherwise defined herein are defined as set forth in the Agreement.
ARTICLE I. STANDARD SERVICES
I's Navia will provide a sample Code Section 125 plan document, summary plan description, and
forms for review by Employer and Employer's legal counsel. Such standard documents and
forms have been prepared in accordance with the standard of care set forth in the Agreement
but are general in nature and do not take into consideration facts and circumstances specific to
Employer and the Benefit Plans. Consequently, Navia makes no warranties and
representations that such documents and forms will comply with applicable law as they relate
to the Benefit Plans. Navia is not responsible for making changes or amending the documents.
2. All Benefit Plan elections and changes to elections will be processed as instructed by
Employer and in accordance with the terms of the sample plan document referenced in 1.1
above and applicable law. Employer will provide Eligible Employees with election and
change of election forms provided by Navia. If necessary, for Navia to administer the other
Services provided under this Agreement, Employer will collect and submit the completed
election forms and/or change of election forms to Navia as soon as possible after receipt of
such forms but no later than the effective date of such elections or change of elections.
Employer is responsible for determining who is eligible for the Benefit Plan and who has
satisfied the requirements to become a Covered Individual in the Benefit Plan. In addition,
Employer is ultimately responsible for determining whether a requested change in election is
permitted.
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tdbrev 11102020 v2020.2
HEALTH FLEXIBLE SPENDING ARRANGEMENT ("HEALTH FSA") AND DEPENDENT
CARE FLEXIBLE SPENDING ARRANGEMENT ("DAY CARE FSA") SCHEDULE
BENEFIT PLAN SERVICE SCHEDULE(S) AND FEES
This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the
Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement. If
there is a conflict between this Schedule and any other part of the Agreement with respect to the
subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement
controls. Capitalized terms not otherwise defined herein are defined as set forth in the Agreement.
As part of the Services, Employer has asked Navia to assist it with Flexible Spending Arrangement
("FSA") administration as more particularly described in this Schedule below.
L RESPONSIBILITIES OF NAVIA
1616 IMPLEMENTATION
Navia shall implement the Plan subject to the Plan Application and the direction and
approval of Employer.
le2a PLAN PROCESSING AND ADM[NISTRATION Navia shall:
1.2. 1. Provide claim reimbursements by check or direct deposit. Such claim
reimbursements will be issued within two (2) Business Days after the later of:
(1) the scheduled processing date; (2) the date Employer reconciles the
Eligibility and Payroll Deduction Report ("EDR") or submits an approved
payroll report; or (3) the receipt of funds as required in the funding section.
1.2.2. Provide notification of online availability of the EDR, Disbursement, and
Year -to -Date report.
1.2.3. Provide annual year-end report within ninety (90) days after the claims Run -
Out Period has expired.
1.2.4. Perform claims adjudication, including verification of date, service, and cost
of service.
1.3. PLAN DESIGN OPTIONS
1.3.1. If Employer provides for the Grace Period under IRS Notice 2005-42 (the
"Grace Period") Navia shall process claims against the prior Plan Year for
services incurred through the 15th day of the third month following the end of
the Plan Year. If applicable, apply any residual balance of Grace Period
claims against the current Plan Year benefit.
1.3.2. If Employer provides for Carryover Administration under IRS Notice 2013-71
(the "Carryover") Navia shall:
1.3.2. 1. Carry over the lesser of the balance in the Health FSA as of the
Carryover Date or the maximum carryover amount set by the Plan,
from the previous year into the immediately following Health FSA
Plan Year. The "Carryover Date" shall mean the date on or about the
25th day after the last day of the Plan Year. The `Balance" shall
17
tdbrev 11102020 v2020.2
mean Health FSA Plan Year election less disbursements of the Health
FSA.
1.3.2.2. Reduce the prior year Health FSA election according to the amount of
the Carryover.
1.3.23. Establish a Health FSA election for Covered Employees with
Carryover amounts that failed to enroll in the Health FSA in the
immediately following Health FSA Plan Year. Monthly participant
Fees shall apply as of the Carryover Date.
1.3.2.4. Adjudicate and process claims against the carryover amount after the
Carryover Date. Upon request, Navia shall apply claims incurred in
the immediately following year against unused amounts in the prior
year before the Carryover Date. Such adjustments shall be subject to
a Fee of $65.00 per adjustment.
2. RESPONSIBILITIES OF EMPLOYER
2,91. IMPLEMENTATION
Employer shall timely provide the Plan Application and any other information
reasonably necessary for Navia to satisfy its obligations hereunder.
2*2,0 REPORTING
Employer shall submit an approved payroll file or reconcile the EDR against payroll
deductions for each processing date through the Website. If Employer cannot or does
not perform this responsibility, Navia may charge $65.00 per reconciled report. If
Employer fails to provide the approved payroll file or reconcile the EDR for more than
forty-five (45) days from the pay date deduction Navia may suspend claim processing.
2.3. FUNDING
For the initial term, Employer shall remit to Navia within 30 days after the
commencement of the FSA Plan Year an Employer deposit equal to ten percent (10%)
of the projected annual elections for the Plan (the "Deposit") or $2,500, whichever is
greater,, At the beginning of each subsequent Plan Year Navia reserves the right to
recalculate the Deposit for that Plan Year to be paid by Employer within 30 days after
the commencement of such Plan Year. Said sum, or the portion thereof not utilized,
shall then be reimbursed to Employer one -hundred and eighty days (180) after the end
of the final Plan Year. Employer shall remit Employer dollars equal to the amount of
Covered Employee deductions within ten (10) Business Days after the pay date
deduction. In the event funding is not received within ten (I)0Business days after the
pay date deduction, Navia may suspend claim processing.
3. FEES
The rates below are guaranteed through 12/31/2026:
3.1. Monthly Processing and Administration Fees:
$3.65 per month per FSA Covered Employee ($50/month minimum)
3.2. California Assembly Bill No. 1554 Notice (only provided upon Employer's written
request): $3.50 per paper notice mailed.
33-s Enrollment form processing: $4.00 per enrollment form received and processed.
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tdbrev 11102020 v2020.2
3,94. Summary Plan Description Fee: $3.50 per Summary Plan description printed and
mailed to Employer or Covered Employees. Provided only upon Employer request.
3.5. Electronic Funds Transfer: $10.00 per returned item, from attempted deposit in
Covered Employee account.
3.6* Electronic Funds Transfer: $10.00 per failed direct debit from Employer account.
3e7e Enrollment Meetings and Benefit Fairs: Navia will attend in -person meetings at no
additional cost.
3.8. Plan Document Amendment Fee: In the event that Employer wishes to make changes
to the Plan, on any date other than the Plan anniversary date, Employer shall pay to
Navia the following Fees:
3.8.1. $150 per amendment pertaining to general Plan design, eligibility, or benefits.
3.9e Ad Hoc Reporting: $75 per hour for manual reports not part of the Navia reporting
suite.
3.10. Noncompliant File Processing Fee: $I50 per month
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tdbrev 11102020 v2020.2
OTHER BENEFIT PLAN ADMINISTRATION
FEDERAL COBRA ADMINISTRATION SCHEDULE
Employer has independently concluded -that one or more of its plans that provide medical care
("Health Plans") are subject to the provisions of the federal Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA"), as subsequently amended. Consequently, Employer is
required to perform certain acts in order to comply with COBRA.
This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the
Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement. If
there is a conflict between this Schedule and any other part of the Agreement with respect to the
subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement
controls. Capitalized terms not otherwise defined herein are defined by COBRA or as set forth in the
Agreement.
As part of the Services, Navia will provide COBRA -related administrative assistance (the "COBRA
Administration") for designated Health Plans communicated in writing to Navia and as more
particularly described in this Schedule below. f,
1. Responsibilities of Navia
lei* Navia shall implement the COBRA Administration subject to the Plan Application
and the direction and approval of Employer.
1.2. Navia will distribute its standard COBRA General Notice by first class mail or other
permitted distribution method to the last known address of each Eligible Employee
and, when required by appilcable law, the spouse or dependent as soon as reasonably
possible but no later than fourteen (14) days after receiving the information necessary
to complete and send a COBRA General Notice from Employer. Navia will distribute
its standard COBRA Specific Rights Notice and COBRA Election Form by first class
mail or other permitted distribution method to the last known address of the Qualified
Beneficiary as soon as reasonably possible but no later than fourteen (14) days after
receiving the information necessary to complete the COBRA Election Form from
Employer, or where applicable, from the Qualified Beneficiary.
193. Navia has no obligation to resend any COBRA General Notices, COBRA Specific
Rights Notice, COBRA Election Forms, late payment reminders, termination
notifications, or any other form, document, or communication that is returned
undeliverable.
1.4. If Navia receives notice from a Qualified Beneficiary that a qualifying event has
occurred or a Qualified Beneficiary has been determined to be disabled by the Social
Security Administration, and such Qualified Beneficiary is not eligible for COBRA
for any reason, Navia will send a notice of ineligibility by first class mail as soon as
reasonably possible but no later than fourteen (14) days after receiving notice from
such Qualified Beneficiary.
1.5e Navia will process the COBRA Election Forms submitted by Qualified Beneficiaries
in accordance with applicable law and Employer's instructions. Employer is
responsible for providing all information not otherwise required to be provided by the
20
tdbrev 11102020 v2020.2
Qualified Beneficiary that Navia reasonably believes is necessary to process COBRA
Election Forms.
1.69 Upon Employer's written request, Navia will send an open enrollment materials and
open enrollment election form to the last known address of the Qualified Beneficiary
to the extent Employer has provided the information necessary to complete and
distribute the open enrollment election form. Upon Employer's written request, Navia
will also process any mid -year changes in elections in accordance with Employer's
Health Plan Document and applicable law.
1.79 Navia will notify the Qualified Beneficiary of the COBRA premium and the
applicable due dates, as determined by Employer and the applicable due dates.
1.8. Navia will collect premiums from Qualified Beneficiaries (or third parties on behalf of
Qualified Beneficiaries where applicable). All premiums collected by Navia in
accordance with this Schedule will be deposited into a separate account for the use of
paying premiums established for such purpose at a financial institution of Navia's
choosing. Any interest generated on such account shall belong to Navia as reasonable
compensation under this arrangement. Navia may use such funds for any legal
purpose including, but not limited to, to offset any fees of the financial institution with
respect to such account,, To the extent that such interest (after deducting applicable
fees) is not in excess of LIBOR plus 2-percent, Navia shall be entitled to retain such
interest. Navia will return interest earned in excess of these permissible amounts to the
Employer and the Employer agrees that it will use such amounts in accordance with
applicable laws, including but not limited to ERISA when a*-%pplicable. Premium
payments collected by Navia shall at all times be the property of the Employer, and,
notwithstanding any terms herein to the contrary, shall be held by Navia acting on
behalf of the Employer, except that Navia shall be entitled to retain any interest earned
on such payments as well as the 2% surcharge administrative fee paid by such
COBRA QB. Navia will send to Employer all premiums collected in accordance with
this Schedule, reduced by a 2% administration Fee, by the 20th day following the end
of month in which the premiums were collected. Alternatively, Navia will remit
collected premiums to appropriate third parties as directed in the New Plan Setup or
upon prior written amendment or prior written instruction from Employer. Navia is
not responsible for paying the balance of the carrier invoice. Navia shall remit
premiums collected but is not responsible for any failure of payment of carrier invoice
for premiums not collected.
1*90 Navia will send a notice by first class mail to the last known address of the Qualified
Beneficiary indicating that COBRA coverage is terminating or has terminated. The
notice of termination will be sent as soon as reasonably possible but no later than a
reasonable amount of time after COBRA coverage has ended.
1.10. Navia will provide responses to inquiries by providers and/or insurance Carriers
regarding coverage status of Qualified Beneficiaries. All responses will be based
solely on the information provided by Employer and maintained by Navia in
accordance with this Schedule.
1.11. Navia will provide Employer with monthly remittance reports (an itemized status
report of Qualified Beneficiaries). Employer is responsible for reviewing the report
posted by Navia and notifying Navia of any errors of which it is aware within fourteen
21
tdbrev 11102020 v2020.2
days of the report being posted. Navia is not responsible for any errors due the
Employer's failure to review reports within the required ti eframe.
1.12. Navia has no responsibility for the payment or reimbursement of health care claims.
1.13. Navia may deposit all COBRA premiums it receives in a bank account from which
Navia shall remit payments to the Employer as required or permitted under this
Agreement. Navia will maintain an accounting of the premiums in the bank account
that are allocable to the Employer, adjusted for the remittances and for the reduction
for fees.
1.14. The scope of Navia's Services as it relates COBRA includes Qualified Beneficiaries
who are receiving COBRA coverage at the Effective Date of this Agreement,
Qualified Beneficiaries in their election period that have already received a specific
rights notice, Qualified Beneficiaries who have experienced a qualifying event in the
thirty days prior to the Effective Date, as well as Qualified Beneficiaries who
experience Qualifying Events on or after the Effective Date of this Agreement.
I Responsibilities of Employer
2.1. Employer shall timely provide the Plan Application and any other information
necessary for Navia to satisfy its obligations hereunder.
2020 Employer shall notify all relevant Carriers that Navia is the COBRA administrator
before the effective date of the COBRA Administration.
2.3. It is Employer's sole responsibility to reconcile the Carrier invoice with the remittance
report provided by Navia within thirty 30 days of receipt. Any errors resulting from
the failure to do so will be the sole responsibility of Employer.
2,94,9 Employer will provide the required notice data to Navia within 30 days of the date of
COBRA Qualifying Event that is due to:
2.4. 1. Divorce or legal separation.
2.4.2. Child reaching the limiting age.
2.4.3. Termination of an employee's employment.
2.4.4. Reduction in an employee's hours that results in a loss of coverage under the
Health Plan.
2.4.5. Employee's death; or
2.4.6. Employee's entitlement to Medicare that results in a loss of coverage under
the Health Plan for the employee's spouse or dependent child.
2.4.7. Knowledge of second qualifying event, notice of disability determination and
notice of change in disability status.
2.4.8. If Employer does not provide Navia the complete required notice data until
after the 30 - day period expires, Navia will provide the Qualified
Beneficiaries their Specific Rights Notice within fourteen (14) days after
receiving the data, but subject to the following condition: if a Qualified
Beneficiary timely elects COBRA, Employer will have sole responsibility (a)
for any adverse consequences (including, for example, a Carrier's refusal to
provide coverage or a stop -loss insurer's refusal to reimburse claims because
the Carrier or insurer deems Employer to have provided untimely notice under
22 1
tdbrev 11102020 v2020.2
COBRA) and (b) for ensuring the availability of continuation coverage to the
Qualified Beneficiary for the maximum coverage period under COBRA.
2.5. Employer will notify Navia, in writing, of the premium rates and will do so at least
forty-five (45) days before their effective date. If Employer notifies Navia of new
premium rates less than forty-five (45) days before their effective date, Navia may
0
defer imp le enting the new premium rates to the first day of the first month that
occurs more than forty-five (45) days after Employer's notification to Navia. In the
event Employer fails to timely report new premium rates to Navia, Employer shall be
liable for any resulting consequences, including, but not limited to, funding any
premium srtEdholl, reinstating coverage, or other naeative consequence.
2*6e If the Carrier requires premium rate payment information within a specific ti eframe,
it is Employer's responsibility to independently obtain the information from the
Website and to provide it to the Carrier.
2.7. Employer will promptly notify Navia in writing when Employer becomes aware of
address changes of its employees, their spouses, and/or dependent children who are
receiving continuation coverage. Navia shall not be responsible for any consequences
caused by Employer's failure to promptly notify Navia up address changes.
2.8. Employer will promptly notify Navia in writing if it becomes aware that a Qualified
Beneficiary who is receiving continuation coverage:
2.8. 1. has become entitled to Medicare;
2.8.2. has become covered by another Employer's group Health Plan;
2.8.3. has been determined to be disabled by the Social Security Administration;
2.8.4. has been determined to be no longer disabled by the Social Security
Administration;
2.8.5. has become divorced or legally separated; or
2.8.6. no longer is a dependent child according to the terms of the Health Plan.
209. Employer will promptly notify Navia in writing when the Employer is no longer
subject to COBRA.
2.10. Employer has the responsibility to pay, or to cause to be paid, all excise taxes required
under Internal Revenue Code section 4980B, as and when required, and to file, or to
cause to be filed, IRS Form 8928, as and when required.
I FEES
The COBRA Services are based on the number benefit eligible Employees. The monthly
administration Fee is based on the benefit eligible Employee count ("Count") calculated at the start of
each service year and updated upon renewal. Navia reserves the right to update the Count quarterly.
COBRA Fee00.
Month! COBRA A-dministration Fees
- - - - - - - - - - - -
Guarantee Period
Through 12/31/2026
Base Monthly Administration Fee
$0.53/pepm
Pro -Rated or Age -Banded Health Plans Fee
$20.00/ onth
23
tdbrev 11102020 v2020.2
2%COBRA Administration Feet Retained or Invoiced by Navia
MisceUaneans Fees
Manual Data Entry Fee if Entered by Navia $5.00 per Qualified Beneficiary entered
Noncompliant File Processing Fee 35% the total monthly administration
fee
Special Handling 3 1 $15.00 per occurrence plus postage
Offboarding Fees I Equal to the last month's administration
fees
Notifications Required by Legislative Changes $10.00 per letter or notification
Optian� Servicesfl�'s _
Mass mailing of initial general notice to all active $50.00 Fee plus $15.00 per notice
employees and covered spouses,,
Open Enrollment Services $20 Fee per kit mailed plus postage
'If updated counts are not received by the plan renewal date then Navia shall assume a 10% increase
from the previous year.
zIf this Fee is not added to the COBRA rates or paid by Qualified Beneficiaries, Navia will invoice
Employer for the 2%COBRA Fee. If Employer subsidizes the COBRA premium, Navia will deduct
the 2% from the monthly remittance or invoice Employer for the additional amount.
3Includes rush notices, non-standard shipping, Employer 19
invoicing of COBRA premiums, etc.)
24
tdbrev 11102020 v2020.2
RETIREE BILLING ADMINISTRATION SCHEDULE
This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the
Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement. If
there is a conflict between this Schedule and any other part of the Agreement with respect to the
subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement
controls. Capitalized terms not otherwise defined herein are defined as set forth in the Agreement.
As part of the Services, Employer has asked Navia to provide Direct Billing administration ("Direct
Billing Administration") for designated Health Plans as more particularly described in this Schedule
below.
le Responsibilities of Navia
1010 Navia shall implement the Direct Billing Administration subject to the Plan
Application and the direction and approval of Employer.
1,92. Navia shall distribute its standard premium invoices for the premium amount specified
by Employer by first class mail to the last known address of each individual identified
by Employer as a participant ("Direct Billing Participant") within 14 days of receipt of
information necessary to complete and send such invoice.
1.3. Navia shall collect premiums from Direct Billing Participants (or third parties on
behalf of Direct Billing Participants where applicable). All premiums collected by
Navia in accordance with this Schedule will be deposited into a separate account on
behalf of Employer. Timely receipt of premium is understood to mean a postmark
date that is on or before expiration of the deadline specified on the invoice.
1*4. Navia shall remit all premiums received by Navia to Employer by the 20th day
following the end of month in which the premiums were collected. The amount
submitted shall equal the net amount due Employer. Administrative Fees due from
Employer will be charged in accordance with the below Fees,, In the event there is
insufficient premium collected to offset the administrative Fees due from Employer, a
invoice will be sent to Employer itemizing the balance due Navia. Alternatively,
Navia will remit collected premiums to appropriate third parties as directed in the New
Plan Setup or upon prior written amendment or prior written instruction from
Employer. Navia is not responsible for paying the balance of the carrier invoice.
Navia shall remit premiums collected but is not responsible for any failure of payment
of carrier invoice for premiums not collected.
1.5* Navia shall provide a remittance report listing the Direct Billing Participant premiums
timely received for the preceding month, and the itemization of the administrative
Fees due from Employer. Employer is responsible for reviewing such report for any
inaccuracies and promptly notifying Navia thereof.
le6e Navia shall make available real-time detailed reports of Navia's Direct Billing
activities during the preceding month. Information reported will include, but is not
limited to, Direct Billing Participant invoices sent, Direct Billing Participant
premiums received, expiration and termination activity, listing of all Direct Billing
Participants, and a list of Direct Billing Participants whose premiums remains past
due.
25
tdbrev 11102020 v2020.2
13. Navia shall notify the Direct Billing Participant of the termination of their coverage
should any such Participant be found ineligible to continue* coverage as a result of
non-payment of premium within Employer's timelines.
le8e In the event of termination of this Schedule, Navia shall not be responsible for
notifying Direct Billing Participants and eligible participants of such termination and
the procedure to be followed to retain or obtain coverage.
2. Responsibilities of Employer
2.91. Employer shall timely provide Navia the Plan Application and any other information
reasonably necessary for Navia to satisfy its obligations hereunder.
2.2. Employer shall communicate to Navia all necessary deadlines and timelines (election
deadline, payment grace period, etc.) in order for Navia to administer the Direct
Billing Administration. Employer will provide all information reasonably necessary
for Navia to satisfy its obligations hereunder.
2,939 Employer shall notify all relevant Carriers that Navia is the Direct Billing
administrator by the effective date of the Direct Billing Administration.
2,04. It is Employer's sole responsibility to reconcile the Carrier invoice with the remittance
report provided by Navia. Any errors resulting from the failure to do so will be the
sole responsibility of Employer.
3,91. Employer will notify Navia, in writing, of the premium rates and will do so at least
forty-five (45) days before their effective date. If Employer notifies Navia of new
premium rates less than forty-five (45) days before their effective date, Navia may
defer implementing the new premium rates to the first day of the first month that
occurs more than forty-five (45) days after Employer's notification to Navia. In the
event Employer fails to timely report new premium rates to Navia, Employer shall be
liable for any resulting consequences, including, but not limited to, funding any
premium shortfall, reinstating coverage, or other negative consequence.
2,95o If the Carrier requires premium rate payment information within a specific ti eframe,
it is Employer's responsibility to independently obtain the information from the
Website and provide it to the Carrier.
2e6,9 Employer will promptly notify Navia in writing when Employer becomes aware of
address changes for a Direct Billing Participant receiving continuation coverage. In
the event Employer fails to timely report an address change to Navia within 48 hours
of receipt or notice thereof, Employer shall be liable for any resulting consequences.
2e7e If applicable to eligibility of the Plan, Employer will promptly notify Navia in writing
if it becomes aware that a Direct Billing Participant who is receiving continuation
coverage:
2.7. 1. has become entitled to Medicare;
2.7.2. has become covered by another Employer's group Health Plan;
2.7.3. has become divorced or legally separated; or
2.7.4. no longer is a dependent child according to the terms of the Health Plan.
3. FEES
26
tdbrev 11102020 v2020.2
The Direct Billing Services are based on the number of Participants.
on the Participant count ("Count") determined at the start of each
renewal. Navia reserves the right to update the Count quarterly.
Direct Billing'Fees
The administration Fee is based
service year and updated upon
I Guarantee Period I Through 12/31/2026 1
I Base Monthly Administration Fee I $4.00/ppp ($100 Monthly Minimum) I
Annual Fees Waived
Miscellaneous Fees
Manual Data Entry Fee if Entered by Navia $5.00 per Participant entered
Special Handling' 1 $15.00 per occurrence plus postage
Offfinnniin Fpp.-4z
Equaltothelast month'sad inistration
�..............b ....,., fees
0ptional Services/Fees
7777
Open Enrollment Services $20 Fee per kit mailed plus postage
Mass mailing of initial general notices to all active - $50.00 Fee plus $5*00 per notice
employees and covered spousAmkt"
es
'If updated counts are not received by the plan renewal date then Navia shall assume a 10% increase
from the previous year.
Zlncludes rush notices, non-standard shipping, Employer invoicing of COBRA premiums, etc.
27
tdbrev 11102020 v2020.2
EXHIBIT A BUSINESS ASSOCIATE AGREEMENT
This Exhibit is incorporated into and made part of the Agreement. The responsibilities of the Parties
set forth in this Exhibit are in addition to any responsibilities set forth in the Agreement. If there is a
conflict between this Exhibit and any other part of the Agreement with respect to the subject matter of
this Exhibit, this Exhibit will control. In all other conflicts, the Agreement controls. This Exhibit is
intended to comply with the Business Associate Agreement provisions set forth in 45 CFR §§ 164,9314
and 164.504(e), and any other applicable provisions of 45 CFR parts 160 and 164, issued pursuant to
the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 as amended,
including by the Health Information Technology for Economic & Clinical Health Act of the American
Recovery and Reinvestment Act of 2009 ('ARRA"), (collectively °HIPAA").
Navia recognizes that in the performance of Services under the Agreement it may have access to,
create, and/or receive from the Benefit Plan(s) or on its behalf Protected Health Information ("PHI').
For purposes herein, PHI shall have the meaning given to such term in 45 CFR § 164.103, limited to
the information created or received from the Benefit Plan(s) or on its behalf by Navia. Whenever used
in this Exhibit A other capitalized terms shall have the respective meaning set forth below or in the
Agreement, unless a different meaning shall be clearly required by the context. In addition, other
capitalized terms used in this Exhibit A but not defined herein or in the Agreement, shall have the
same meaning as those terms are defined under HIPAA. This Exhibit shall be automatically amended
JI to incorporate changes by Congressional act or by regulations of the Secretary that affect Business
Associate or Covered Entity's obligations under this Exhibit.
1. Definitions.
leis Breach. "Breach" shall have the same meaning as the term "breach" in 45 CFR
1640402.
1.2. Business Associate. "Business Associate" shall mean Navia Benefit Solutions, Inc.
("Navia").
1.3. Covered Entity. "Covered Entity" shall mean the Benefit Plan(s).
1.4. Electronic Protected Health Information. "Electronic Protected Health Information"
( "ePHI") shall have the same meaning as the term "electronic Protected Health
Information" in 45 CFR 160.103, limited to the information created, received,
maintained, or transmitted by Business Associate on behalf of Covered Entity.
1.5. HHS. "HHS" shall mean the Department of Health and Human Services.
1.6* HIPAA. "HIPAA" shall mean the Health Insurance Portability and Accountability
Act of 1996.
le7e HITECH. "HITECH" shall mean the Health Information Technology for Economic
and Clinical Health Act.
1.8. Individual. "Individual" shall have the same meaning as the term "individual" in 45
CFR 160.103 and shall include a person who qualifies as a personal representative in
accordance with 45 CFR 164.502(g).
1409e Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually
Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.
1.10. Protected Health Information. "Protected Health Information" ("PHI") shall have the
same meaning as the term "protected health information" in 45 CFR 160.103, limited
to the information created, received, maintained, or transmitted by Business Associate
on behalf of Covered Entity.
1.11. Required by Law. "Required by Law" shall have the same meaning as the term
"Required by Law" in 45 CFR 164.103.
1.12. Secretary. "Secretary" shall mean the U.S. Secretary of the Department of Health and
Human Services or his or her designee.
28
tdbrev 11102020 v2020.2
1.13. Security Incident. "Security Incident" shall have the same meaning as the term
" security incident" in 45 CFR 164.304.
1.14. Security Rule. "Security Rule" shall mean the Security Standards and Implementation
Specifications at 45 CFR Part 160 and Part 164, subparts A and C.
1.15. Standards for Electronic Transactions Rule. "Standards for Electronic Transactions
Rule" means the final regulations issued by FIFIS concerning standard transactions and
code sets under the Administration Simplification provisions of HIPAA, 45 CFR Part
160 and Part 162.
1.16. Subcontractor. "Subcontractor" shall have the same eanina as the tern
" subcontractor" in 45 CFR 160.103.
1.17. Unsecured Protected Health Information. "Unsecured Protected Health Information"
shall have the same meaning given the term "unsecured protected health information"
in 45 CFR 164.4020
2. Obligations and Activities of Business Associate
2,81. Business Associate agrees to not use or disclose PHI other than as permitted or
required by this Agreement or as Required by Law.
2020 Business Associate agrees to take reasonable efforts to limit its use and disclosure of,
and requests for, PHI to the minimum necessary to accomplish the intended purpose of
the use, disclosure, or request. The foregoing minimum necessary standard does not
apply to: 1) disclosures or requests by a health care provider for treatment purposes;
(2) disclosures to the Individual who is the subject of the information; (3) uses or
disclosures made pursuant to an Individual's authorization; (4) uses or disclosures
required for compliance with HIPAA; (5) disclosures to *HHS when disclosure of
information is required under the Privacy Rule for enforcement purposes; (6) uses or
disclosures that are required by other law.
2,03. Business Associate agrees to develop, implement, maintain, and use appropriate
administrative, technical, and physical safeguards to protect the privacy of PHI and
comply with applicable requirements under the Security Rule.
204,9 Business Associate shall notify Covered Entity of any Breach of Unsecured PHI of
which it becomes aware. Such notice shall include, to the extent possible, the
information listed in Section 2.6. A Breach shall be treated as discovered as of the
first day on which such Breach is known, or by exercising reasonable diligence would
have been known, to any person, other than the individual committing the Breach,
who is an employee, officer, or other agent of Business Associate.
295* Notice shall be made without unreasonable delay and in no case later than sixty (60)
calendar days after the discovery of a Breach by Business Associate.
2*6. Notice of a Breach shall include, to the extent possible the following:
2,060 L Identification of each individual whose Unsecured PHI has been or is
reasonably believed to have been accessed, acquired, used, or disclosed as a
result of the breach.
2.6.2. A brief description of what happened, including the date of the Breach and the
date of the discovery of the Breach, if known.
2.6.3. A description of the types of Unsecured PHI that were involved in the Breach
(such as full name, Social Security number, date of birth, home address, or
account number).
2.6.4. The steps Individuals should take to protect themselves from potential harm
resulting from the Breach.
2.6.5. A brief description of any action taken to investigate the Breach, mitigate
losses, and to protect against any further Breaches.
29
tdbrev 11102020 v2020.2
2.6.6. Contact procedures for Individuals to ask questions or learn additional
information, which shall include atoll-free telephone number, an e-mail
address, web site, or postal address.
2,07* If a law enforcement official determines that a notification or notice would impede a
criminal investigation or cause damage to national security, such notification, notice
or posting shall be delayed in accordance with 45 CFR 164.412.
Upon Covered Entity's request, Business Associate will provide notice of Breach to
the Individuals) affected and such notice shall include, to the extent possible, the
information listed in 2.6., unless, upon occurrence of a Breach, Covered Entity
requests to disseminate or Business Associate and Covered Entity agree that Covered
Entity will disseminate the notice(s). Any notice provided by Covered Entity to the
Individuals) shall comply with the content requirements listed in section 2.6., as well
as any requirements provided under HIPAA, HITECH, and other applicable
government guidance. Any notice required to be provided to HHS will be provided by
Covered Entity. Business Associate agrees to report to Covered Entity any Use or
Disclosure of PHI not provided for by this Exhibit and/or any Security Incident of
which it becomes aware, provided that notice is hereby deemed given for
Unsuccessful Security Incidents and no further notice of such Unsuccessful Security
Incidents shall be given. For purposes of this Section, "Unsuccessful Security
Incidents" mean, without limitation, pings and other broadcast attacks on Business
Associate's firewall, port scans, unsuccessful log -on attempts, denial of service
attacks, and any combination of the above, as long as no such incident results in
unauthorized access, acquisition, Use, or Disclosure of Protected Health Information.
Notifications) under this Section, if any, will be delivered to contacts identified by the
Employer by any means Business Associate selects, including through e-mail.
Business Associate's obligation to report under this Section is not and will not be
construed as an acknowledgement by Business Associate of any fault or liability with
respect to any Use, Disclosure, or Security Incident.
2,08. Business Associate shall require each of its subcontractors, agents, or brokers, that
creates, receives, maintains, or transmits PHI on behalf of Covered Entity to enter into
a written agreement with Business Associate that provides satisfactory assurances that
the subcontractor will appropriately safeguard that information, including without
limitation the subcontractor's agreement to be bound by the same restrictions and
conditions that apply to Business Associate with respect to such information.
2,09. Business Associate agrees to make internal practices, books, and records, including
policies and procedures and PHI relating to the use and disclosure of PHI available to
the Secretary, within ten (10) Business Days after receipt of written request or
otherwise as designated by the Secretary for purposes of the Secretary determining
Covered Entity's compliance with the Privacy Rule.
2.10. Business Associate agrees to document disclosures of PHI and information related to
such disclosures as required for Covered Entity to respond to a written request by an
Individual for an accounting of disclosures of PHI in accordance with 45 CFR
164.528. Business Associate will not be obligated to record disclosures of PHI or
otherwise account for disclosures of PHI if neither Covered Entity nor Business
Associate is required to account for such disclosures pursuant to the Privacy Rule,.
2.11. Business Associate agrees to provide to Covered Entity or, upon Covered Entity's
request, to an Individual, within ten (10) Business Days after receipt of written
request, information collected in accordance with Section 2.10 of this Exhibit, in order
to permit Covered Entity to respond to a written request by an Individual for an
accounting of disclosures of PHI in accordance with 45 CFR 164.5280
tdbrev 11102020 v2020.2
2.12. Business Associate agrees to provide access, at the request of Covered Entity and
within ten (10) Business Days after receipt of written request, to PHI in the custody
and control of Business Associate in a Designated Record Set, to Covered Entity or, as
directed by Covered Entity, to an Individual in order to meet the requirements under
45 CFR 164.524, If PHI is maintained in a Designated Record Set electronically, and
an electronic copy of such PHI is requested, Business Associate will provide an
electronic copy in the form and format requested if it is readily producible in such
form and format. If it is not readily producible in such format, Business Associate
will work with the Covered Entity or, at the Covered Entity's request, the individual to
determine an alternative form and format that enable Covered Entity to meet its
electronic access obligations under 45 CFR 164.524.
2.13. Business Associate agrees to make any amendments) to PHI in a Designated Record
Set in the custody or control of Business Associate within ten (10) Business Days after
receiving written request from the Covered Entity or, upon Covered Entity's request,
as requested in writing by an Individual pursuant to 45 CFR 164.526.
2.14. In the event that Business Associate transmits or receives any Covered Electronic
Transaction on behalf of the Covered Entity, it shall comply with all applicable
provisions of the Standards for Electronic Transactions Rule to the extent Required by
Law, and shall ensure that any subcontractors or agents that assist Business Associate
in conducting Covered Electronic Transactions on behalf of the Covered Entity agree
in writing to comply with the Standards for Electronic Transactions Rule to the extent
Required by Law.
2.15. Business Associate shall not directly or indirectly receive payment in exchange for
any PHI of an Individual unless Covered Entity or Business Associate received a valid
authorization from the Individual, in accordance with 45 CFR 164.508, unless
permitted under the HIPAA rules.
2.16. Business Associate shall not use PHI for marketing purposes without a valid
authorization from the affected Individuals, unless such communication is permitted
under the HIPAA rules.
2.17. Business Associate shall not use or disclose genetic information for underwriting
purposes in violation of the HIPAA rules.
3. Permitted Uses and Disclosures by Business Associate
3.1. Except as otherwise limited in this Agreement, Business Associate may use or
disclose PHI to perform functions, activities, or services for, or on behalf of, Covered
Entity related to the Administrative Services Agreement between Business Associate
and Covered Entity.
3,02. Except as otherwise limited in this Agreement, Business Associate may disclose PHI
for the proper management and administration of Business Associate, provided that
such disclosures are Required by Law, or Business Associate obtains reasonable
assurances from the person to who the information is disclosed that it will remain
confidential and be used or further disclosed only as Required by Law or for the
purpose for which it was disclosed to the person, and the person notifies Business
Associate of any instance of which it is aware in which the confidentially of the
information has been Breached.
339 Except as otherwise limited in this Agreement, Business Associate may use PHI to
provide Data Aggregation services to Covered Entity as permitted by 45 CFR
164.504(e)(2)(i)(B).
3,04. Except as otherwise limited in this Agreement, Business Associate may use PHI for
the proper management and administration of Business Associate or to carry out the
legal responsibilities of Business Associate.
31
tdbrev 11102020 v2020.2
3.5. Business Associate may use PHI to report violations of law to appropriate Federal and
State authorities, consistent with 164-5020)(1).
3.969 Except as expressly permitted by this Agreement, Business Associate shall not use or
disclose PHI in any manner that would violate the requirements of the Privacy Rule if
done by Covered Entity.
4. Obligations of Covered Entity and Employer
4.1. Covered Entity shall notify Business Associate of any limitations) in its notice of
privacy practices of Covered Entity in accordance with 45 CFR 164.520, to the extent
that such limitation may affect Business Associate's -use or disclosure of PHI.
4,92,0 Covered Entity shall notify Business Associate of any changes in, or revocation of,
permission by Individual to use or disclose PHI, to the extent that such changes may
affect Business Associate's use or disclosure of PHI.
4,93* Covered Entity shall notify Business Associate of any restriction to the use or
disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR
164.522, to the extent that such restriction may affect Business Associate's use or
disclosure of PHI.
4,04. Employer acknowledges and agrees that Business Associate may disclose PHI in its
possession to Employer's workforce as necessary to administer the Plan(s). Employer
shall timely notify Business Associate in writing of any terminations or changes of
such employees. Employer shall indemnify and hold harmless Business Associate and
its employees for any and all liability Business Associate may incur as a result of any
improper use or disclosure of PHI by or caused the Plan, Employer, or Employer's
Workforce.
5. Permissible Requests by Covered Entity
5.1. Covered Entity shall not request Business Associate to use or disclose PHI in any
manner that would not be permissible under the Privacy Rule if done by Covered
Entity, except for uses or disclosures for the purposes of data aggregation,
management, and administrative activities of Business Associate.
6. Miscellaneous
6,91. It is agreed that due to the manner in which PHI is retained and the retention
requirements of the Internal Revenue Service, returning or destroying all of the PH[
received from Covered Entity or created or received by Business Associate on behalf
of Covered Entity, is infeasible. Therefore, Business Associate shall extend the
protections of this Agreement to such PHI and shall limit further uses and disclosures
of such PHI to those purposes that make the return or destruction infeasible, for so
long as Business Associate maintains such PHI.
32
tdbrev 11102020 v2020.2
EXHIBIT B EMPLOYER CERTIFICATION
This Exhibit is incorporated into and made part of the Agreement. The responsibilities of the Parties
set forth in this Exhibit are in addition to any responsibilities set forth in the Agreement. If there is a
conflict between this Exhibit and any other part of the Agreement with respect to the subject matter of
this Exhibit, this Exhibit will control. In all other conflicts, the Agreement controls.
Employer sponsors a Benefit Plan or Benefit Plans where certain members of Employer's workforce
perform services in connection with administration of the Benefit Plan(s). Employer acknowledges
and agrees that the Standards for Privacy of Individually Identified Health Information (45 CFR Part
164, the "Privacy Standards"), prohibit the Benefit Plan(s) or its Business Associates from disclosing
Protected Health Information (as defined in Section 164.501 of the Privacy Standards) to members of
Employer's workforce unless Employer agrees to the conditions and restrictions set out below. To
induce the Benefit Plan(s) to disclose Protected Health Information to members of Employer's
workforce as necessary for the to perform administrative functions for the Benefit Plan(s), Employer
hereby accepts these conditions and restrictions and certifies that the Benefit Plan(s) documents have
been amended to reflect these conditions and restrictions. Employer agrees to:
1.9 Not use or further disclose the information other than as permitted or required by the Plan
Document or as required by law;
2. Ensure that any agent or subcontractor, to whom it provides Protected Health Information
received from the Benefit Plan(s), agrees to the same restrictions and conditions that apply to
Employer with respect to such information;
3. Not use or disclose Protected Health Information for employment -related actions and
decisions or in connection with any other benefit or employee Benefit Plan of Employer;
4. Report to the Benefit Plan(s) any use or disclosure of the Protected Health Information of
which it becomes aware that is inconsistent with the uses or disclosures permitted by the
Benefit Plan(s) or required by law;
5. Make available Protected Health Information to individuals in accordance with Section
164.524 of the Privacy Standards;
6. Make available Protected Health Information for amendment by Covered Individuals and
incorporate any amendments to Protected Health Information in accordance with Section
164.526 of the Privacy Standards;
7. Make available the Protected Health Information required to provide an accounting of
disclosures to Covered Individuals in accordance with Section 164.528 of the Privacy
Standards;
8. Make its internal practices, books, and records relating to the use and disclosure of Protected
Health Information received from the Benefit Plan(s) available to the Department of Health
and Human Services for purposes of determining compliance by the Benefit Plan(s) with the
Privacy Standards;
9'a If feasible, return or destroy all Protected Health Information received from the Benefit Plan(s)
that Employer still maintains in any form, and retain no copies of such Information when no
longer needed for the purpose for which disclosure was made, except that, if such return or
33
tdbrev 11102020 v2020.2
destruction is not feasible, limit further uses and disclosures to those purposes that make the
return or destruction of the information infeasible; and
10's Ensure the adequate separation between the Benefit Plan(s) and members of Employer's
workforce, as required by law.
34
tdbrev 11102020 v2020.2
CERTIFICATE OF INTERESTED PARTIES FORM 1295
10fl
Complete Nos. i - 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos, 1, 29 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
1
Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2021=789484
Navia Benefit Solutions, Inc.
Renton, WA United States Date Filed:
2
Name of governmental entity or state agency that is a party to the contract for which the form is 08/11/2021
being filed.
The City Of Round Rock Date Acknowledged:
3
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
000000 - RFP No. 21=012
FSA, COBRA, Direct Bill Administration
4
Name of Interested Party
City,State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
5
Check only if there is NO Interested Party. X
6
UNSWORN DECLARATION
My name is Cody Cook ,and my date of birth
My address is 600 Naches Ave SW Renton WA , 98057 ,USA
(street) (city) (state) (zip code) (country)
1 declare under penalty of perjury that the foregoing is true and correct.
Executed in King County, State of WA , on the 11 day of August 20 21
(month) (year)
Signature of AWhorized agent of -contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us version vl.l.cerrayua
CERTIFICATE OF INTERESTED PARTIES FORM 1295
10fl
Complete Nos. l - 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. i, 21 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
1
Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2021w789484
Navia Benefit Solutions, Inc.
Renton, WA United States Date Filed:
2
Name of governmental entity or state agency that is a party to the contract for which the form is 08/11/2021
being filed.
The City of Round Rock Date Acknowledged:
08/16/2021
g
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
000000 - RFP No. 21-012
FSA, COBRA, Direct Bill Administration
Nature of interest
4
Name of Interested PartyCity,State,
Country of business)
a licable pp
Controlling
Intermediary
5
Check only if there is NO Interested Party.
FX1
6
UNSWORN DECLARATION
My name is ,and my date of birth is
My address is it �
(street) (city) (state) (zip code) (country)
declare under penalty of perjury that the foregoing is true and correct.
Executed in County, Stateof , on the day of , 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
a ft Is I& AV AN& laft
Forms provided by Texas Ethics Commission www,ethics.state,tx,us version vi,,L,cenavtsa