HomeMy WebLinkAboutHR16-072 - Original - Navia Benefit Solutions - Contract - 01/01/2016 x , x x1- +
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KENT .� Document
W/�GHINGTON Z;
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: Navia Benefit Solutions
Vendor Number: 33981
JD Edwards Number
Contract Number: H�QP- 07Z
This is assigned by City Clerk's Office
Project Name: Administrative Services Agreement for 2016
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment X Contract
❑ Other:
Contract Effective Date: 01/01/2016 Termination Date: 12/31/2016
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: Becky Fowler Department: Human Resources
Contract Amount: $8,500
Approval Authority: X Department Director❑ Mayor El City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
As of: 08/27/14
I* n1a`.iO�UlIa
NAVIA BENEFIT SOLUTIONS ADMINISTRATIVE SERVICES AGREEMENT(v.2015)
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 Kent
Effective Date:
1/1/2016
Notices Sent to Employer:
Notices Sent to Navia Matt Aitken
PO Box 53250
Bellevue,WA 98015-3250
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 � r f� NAVIA BENEFIT SOLUTIONS,INC.
SIGNATURE- r i4 ' h..w,4 SIGNATURE:
NAME / i ja. �e NAME: SAWS AITKEN
TITLJ . �q,�( .B n iv ��d � p�l
� 4t , TITLE: PRESIDENT
r
DATE: �v) � DATE:2/25/2016
TABLE OF CONTENTS
Articlel: Definitions....................................................................................................................................I
1.1 Affiliate.........................................................................................................................................1
1.2 Agreement.....................................................................................................................................1
1.3 Benefit Plans.................................................................................................................................1
1.4 Business Day.................................................................................................................................1
1.5 Card Recipient..............................................................................................................................1
1.6 Card Services Provider.......................... ........................................... ...--...................................1
1.7 Carrier...........................................................................................................................................1
1.8 Claims Administrator....................................................................................................................1
1.9 COBRA Election Notice...............................................................................................................1
1.10 Code..............................................................................................................................................2
1.11 Covered Dependent.......................................................................................................................2
1.12 Covered Employee........................................................................................................................2
1.13 Covered Individual........................................................................................................................2
1.14 Disbursement Report ....................................................................................................................2
1.15 Eligibility and Payroll Deduction Report(...................................................................................2
1.16 Electronic Payment Card..............................................................................................................2
1.17 Eligible Employee.........................................................................................................................2
1.18 Exhibit...........................................................................................................................................2
1.19 Fees...............................................................................................................................................2
1.20 Grace Period..................................................................................................................................2
1.21 Intellectual Property Rights..........................................................................................................2
1.22 Party or Parties..............................................................................................................................2
1.23 Plan Administrator........................................................................................................................3
1.24 Plan Application............................................................................................................................3
1.25 Plan Year.......................................................................................................................................3
1.26 Representative...............................................................................................................................3
1.27 Run-Out-Period.............................................................................................................................3
1.28 Schedule........................................................................................................................................3
1.29 Services.........................................................................................................................................3
1.30 Specific Rights Notice.......................... .......................................................................................3
1.31 Subcontractor................................................................................................................................3
1.32 We or Us.......................................................................................................................................3
08152015
1.33 You or Your..................................................................................................................................3
1.34 Year-to-Date Report......................................................................................................................3
Article 11. Relationship and Tenn................................................................................................................4
2.1 Relationship of the Parties............................................................................................................4
2.2 Term of the Agreement.,...............................................................................................................4
2.3 Termination without Cause...........................................................................................................4
2.4 Termination for Cause..................................................................................................................4
2.5 Post Termination Obligations.......................................................................................................4
Article111. 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 .................................................................................................6
4.1 Mutual Warranties and Representations.......................................................................................6
4.2 Navia's Warranties and Representations ......................................................................................6
Article V. Information and Records.............................................................................................................6
5.1 Records Generally.........................................................................................................................6
5.2 Confidential and Proprietary information-Generally..................................................................6
5.3 Media.Releases and Public Announcements.................................................................................7
5.4 Protected Health Information........................................................................................................7
5.5 Intellectual Property Rights..........................................................................................................8
5.6 Online Services.............................................................................................................................8
Article VT. Liability and Indemnification....................................................................................................8
6.1 Limitation on Liability..................................................................................................................8
6.2 indemnity......................................................................................................................................9
6.3 Remedies.......................................................................................................................................9
6.4 Statute of Limitations....................................................................................................................9
ArticleVil Miscellaneous............................................................................................................................9
7.1 Audit.............................................................................................................................................9
7.2 Section IIeadings ........................................................................................................................10
7.3 Waiver of Rights.........................................................................................................................10
7.4 Invalid/Illegal/Unenforceable Provisions....................................................................................10
7.5 Amendment.................................................................................................................................10
7.6 Agreement...................................................................................................................................10
7.7 Notices........................................................................................................................................10
7.8 Consent .......................................................................................................................................11
7.9 Third Party Beneficiaries............................................................................................................11
7.10 Advertising..................................................................................................................................11
BENEFIT PLAN SERVICE SCHEDULE(S)AND FEES ........................................................................12
CAFETERIA PLAN SERVICE SCHEDULE............................................................................................16
HEALTH FLEXIBLE SPENDING ARRANGEMENT(..........................................................................17
FEDERAL COBRA ADMINISTRATION SCHEDULE..........................................................................20
EXHIBIT A BUSINESS ASSOCIATE AGREEMENT............................................................................24
EXHIBIT B EMPLOYER CERTIFICATION...........................................................................................29
i
NAV1A ADMINISTRATIVE 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 Agreement 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 Tenors 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, COBRA Administration, or Retiree 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.
1.10 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 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 lIealth 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 Plants).
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 month 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 rights 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".
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1.23 PLAN ADMINISTRATOR
"Plan Administrator"means Employer.
1.24 PLAN APPLICATION
"Plan Application"means the online or form questionnaire provided by Navin to Employer used to gather
Employer and Plan design information.
1.25 PLAN YEAR
"Plan Year"means a period of time determined by the Employer no longer than 12 months.
1.26 REPRESENTATIVE
"Representative"means an officer, director, or individual with authority to bind the Party.
1.27 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.
1.28 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.
1.29 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.
1.30 SPECIFIC RIGHTS NOTICE
"Specific Rights Notice" means the notice that must be provided to each qualified beneficiary in
connection with a COBRA qualifying event.
1.31 SUBCONTRACTOR
"Subcontractor" means a third-party to whom a Party has delegated or subcontracted any portion of its
obligations set forth herein.
1.32 WE OR US
"We"or"Us"means Navia.
1.33 YOU OR YOUR
"You"or"your"means Employer.
1.34 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.
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Article H. 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. There
are no third party beneficiaries of this Agreement, and nothing expressed or implied in this Agreement is
intended to confer, nor shall anything herein confer, any rights, remedies, obligations, or liabilities
whatsoever upon any person, including but not limited to Eligible Employees and Covered Individuals,
other than the Parties and their respective successors or assigns. 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 Navin agree to the
terms set forth in the Schedule after this Agreement has already become effective.
2.3 TERMINATION WITHOUT CAUSE
Either Party may terminate this Agreement for convenience, without cause, at any time without father
charge or expense with at least sixty(60)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;
(c) Employer files for bankruptcy, becomes or is 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. Navia reserves the right to retain as an
additional administrative Fee any interest earned on amounts while held in a Navia maintained
account.
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
Employer,in accordance with the terns of this Agreement, as necessary to enable the new service
provider to perform services without disruption to Covered Individuals. Employer is obligated to
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reimburse all reasonable costs and expenses incurred by Navia in transitioning such information
as set forth herein. Covered Individual claims submitted to Navia after the effective date of the
termination will be redirected to Employer and Navia will have no further responsibility with
respect to Covered Individual claims submitted after the effective date of termination.
(b) The 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 Vl, Section 7.7, 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 Agreement, all Fees, finding, and other amounts owed by you will become
immediately due and payable.
Article III. Fees
3.1 FEES FOR SERVICES
The Fees that Employer roust 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 III
herein. If the invoice is mailed by Navia, the recipient is deemed to have received the invoice within
three (3) 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) The Parties may agree to change the Fees with no less than sixty (60) days' notice prior to the
start of the new agreed upon Fee structure.
(c) In addition, 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 or(ii) Employer amends the
Benefit Plan in a manner that materially impacts the Services provided herein. In the event of
such a change, Navia will provide written notice of the proposed Fee changes to Employer. if
Employer does not affirmatively reject the 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 prior written notice from the date that Navia notified
Employer of the Fee changes.
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Article IV. Warranties and Representations
4.1 MUTUAL WARRANTIES AND REPRESENTATIONS
Each Party represents and warrants the following:
(a) the Parry'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 NAVJA'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.
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 seven(7)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 data
(claims, explanation of benefits, and other data subject to the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA") and Health Information Technology for Economic and
Clinical Health Act(HITECH")). Such data will be protected under HIPAA, HITECH and other
applicable privacy and security laws as indicated in the Business Associate Agreement.
(b) Each of the Parties, as Recipient,hereby agrees that it will not, and will cause its Representatives,
Affiliates, and Subcontractors not to disclose Confidential Information of the other Party, daring
or after the Term of this Agreement, other than on a "need to know" basis and then only to: (a)
Affiliates; (b) Representatives; and/or (c), Subcontractors provided that any third parties who
receive Discloser's Confidential Information from Recipient or on behalf of Recipient are subject
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to a written confidentiality agreement that shall be no less restrictive than the provisions of this
Section; (d)as required by law or as otherwise expressly permitted by this Agreement.
(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 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 Affiliates, Representatives or Subcontractors. 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.
(f) 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.
(g) 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
Employer may not issue any media releases, public announcements and public disclosures,relating to this
Agreement or use the name or logo of Navin, 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.
5.4 PROTECTED HEALTH INFORMATION
Protected Health Information ("PHI"), as defined by 45 C.P.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, PIII or otherwise sensitive information to Employer and hold it harmless for any such
communications in the event they are misrouted or intercepted from any claim for the improper use or
disclosure by Navia where such information is used or disclosed 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.
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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 coumection 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 NavWs 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.
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 NAVTA 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.
(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 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.
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(e) Navia neither assumes nor underwrites any liability of Employer under the Benefit Plans, and
acts only as provider of the services specifically described herein. 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.
6.2 INDEMNITY
(a) Each Party ("Indemnitor") shall indemnify, defend, and hold harmless the other Party, its
Representatives, successors and permitted assigns (collectively, the "Indemnitee") 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:
(b) Any negligent act or omission or willful misconduct by an hrdemnitor, its Representatives or its
Subcontractor; or
i. Any material breach in a representation, covenant, or obligation of the indemnitor
contained in this Agreement.
(c) Indemnitee shall give Indemnitor 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 Indemnitee must approve the terms of any
settlement or compromise that may impose any un-indemnified or nonmonetary liability on
Indemnitee.
(d) 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.
i
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 AUDIT
During the term of this Agreement, Employer may, at its sole expense,perform a confidential audit of the
Services in accordance with the Schedules. Such audits shall be conducted on a mutually agreed upon
date during Navia's normal business hours. Only a third party mutually agreed to by the Parties and who
has executed a separate confidentiality agreement with Navia may conduct or assist Employer with the
Audit. Employer will provide Navia with a summary of the findings from each report prepared in
connection with any such audit and discuss results, including any remediation plans. Except as
specifically agreed to by the Parties, any audit of claims process by Navin in accordance with this
Agreement shall be based on a random representative sampling methodology of Employer's Covered
Individual's claims processed within the last 12 months.
-9 -
7.2 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.
7.3 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.
7.4 INVALIDIILLEGAL/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.
7.5 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.
7.6 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
and correct original and admissible as best evidence to the extent permitted by a court with proper
jurisdiction
(c) Notwithstanding the general rules of constriction, 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 terns and conditions of this Agreement.
(d) This Agreement shall be governed by the applicable laws of Washington 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 King County,Washington.
7.7 NOTICES
(a) All legal notices or other communications 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 such other addresses as the Parties may substitute by written
notice given in the manner prescribed in this Section as follows:
i. By first class, registered or certified United States mail, return receipt requested and
postage prepaid,
ii. Over-night express courier,
- 10 -
iii. 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
7.8 CONSENT
Wherever this Agreement requires either Party's approval or consent such approval or consent shall not be
unreasonably withheld or delayed.
7.9 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.
7.10 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 objective(s) of this engagement. No such
statements by, or materials of,Navia will disclose any Employer Confidential Information.
- 11 -
BENEFIT PLAN 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 Flexible Spending Arrangement and Dependent Care Flexible Spending
Arrangement
• 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 Retiree 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
1.1. 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 will provide such information in a format identified by Navia. In the event that
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
- 12 -
Tdbrev07072015
i
I
each such occurrence, then Employer shall be responsible for such disbursements and shall
reimburse Navin therefore upon request by Navia. Employer shall be responsible for accurate
Participant payroll deductions,reporting of deductions, and W-2 reporting.
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.
I A If applicable to the Plan(s), Navia will 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 Navin 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
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.
1.6 The specific funding requirements are set forth in each Schedule. Generally, Employer shall
make sufficient funds from its general assets available to pay benefits under the Plan(s).
Employer shall 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 in the
account Employer shall transfer an amount necessary to the account to fulfill its funding
obligations under the applicable Plan(s). Navia may suspend processing all benefit payments,
electronic payment cards, and any other reimbursements, and distributions in the event Employer
fails make sufficient funds from its general assets available to pay benefits under the Plan(s)
13
Tdbrev_09082015 fnaldraft
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 Plants) 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.
1.9 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 NET. 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.
Article 11. 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 terns:
2.2. 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 Employee'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
14
Tdbrev_09082015 finaldraft
Electronic Payment 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_09082015 finaldraft
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
1. 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.
18
Tdbrev_09082015 fnaldraft
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.
1. RESPONSIBILITIES OF NAVIA
1.L IMPLEMENTATION
I.I.I. Navin shall implement the Plan subject to the Plan Application and the direction
and approval of Employer.
1.2. PLAN PROCESSING AND ADMINISTRATION Navin shall:
1.2 L 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 Plan's 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.L 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 $500, from the previous year into the immediately
17
Tdbrev_09082015 fnaidraft '...
following Health FSA Plan Year. The "Carryover Date" shall mean the
date on or about the 15th day after the last day of the Run-Out Period.
The `Balance" shall 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.
1.3.2.3. 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
2.1. IMPLEMENTATION
2.1.1. Employer shall timely provide the Plan Application and any other information
reasonably necessary for Navia to satisfy its obligations hereunder.
2.2. REPORTING
2.2.1. 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
2.3.1. Employer dollars equal to the amount of Covered Employee deductions are due
ten(10) Business Days after the pay date deduction. In the event funding is not
received within ten (10) days of the scheduled reimbursement date Navia may
suspend claim processing.
3. FEES
3.1. Plan Year Fees:
3.1.1. $600.00 for the Plan administration.
3.1.2. $6.00 enrollment Fee per Covered Employee.
3.2. Monthly Processing and Administration Fees($50/month minimum):
3.2.1. $5.00 per month per FSA Covered Employee(employees 1-100);
$4.00 per month per FSA Covered Employee(employees 101-200);
$3.00 per month per FSA Covered Employee (employees 201 and more)
18
Tdbrev_09082015 finaldraft
3.3. Mailing Fee: $1.10 per check mailed.
3.4. 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. Enrollment Meetings and Benefit Fairs: For on-site enrollment meetings and attendance
at benefit fairs by Navia:
3.6.1. Employer shall pay to Navia $75.00 per hour, or $300.00 per eight-hour day,
whichever is less;
3.6.2. Air travel and lodging expenses shall be charged to Employer at Navia's cost;
3.6.3. Automobile mileage is charged at $ .36/mile, plus $37.50/hour driving travel
time.
3.6.4. Air travel time is charged as a full day cost, of$300.00 per day.
3.7. Plan Termination Fees: In the event Employer terminates the Plan, Employer shall pay to
Navin the following Pees:
3.7.1. $5.00 per check issued or direct deposit initiated.
3.8. Plan Document amendment Fee: $150 per mid Plan Year Plan Document amendment.
19
Tdbrev_09082015 fnaldraft
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 as more particularly described in this Schedule below.
1. Responsibilities of Navia
1.1. 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 applicable 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
1.3. Navia has no obligation to record,track or 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.
1.5. 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 Qualified
Beneficiary that Navia reasonably believes is necessary to process COBRA Election
Forms.
1.6. 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
20
Tdbrev_09082015 finaldraft
I
process any mid-year changes in elections in accordance with Employer's Health Plan
Document and applicable law.
1.7. 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 an account maintained by Navia.
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. Navia will submit premiums to appropriate third
parties upon written instruction from Employer.
1.9. 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 submitted
by Navia and notifying Navia of any errors of which it is aware within a reasonable
period of time after reviewing them.
2. Responsibilities of Employer
2.1. Employer shall timely provide the Plan Application and any other information necessary
for Navia to satisfy its obligations hereunder.
2.2, 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. Any errors resulting from the failure to do so will be the sole
responsibility of Employer.
2.4. 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. Termination of an employee's employment.
2.4.2. Reduction in an employee's hours that results in a loss of coverage under the
Health Plan.
2.4.3. Employee's death; or
2.4.4. Employee's entitlement to Medicare that results in a loss of coverage under the
Health Plan for the employee's spouse or dependent child.
2.4.5. Knowledge of second qualifying event, notice of disability determination and
'notice of change in disability status.
2.4.6. 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 COBRA) and (b) for
21
Tdbrev 09082015 finaldraft
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 thirty
(30)days before their effective date. if Employer notifies Navia of new premium rates
less than thirty(30)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 thirty(30)
days after Employer's notification to Navia.
2.6. If the Carrier requires premium rate payment information within a specific timeframe, it
is Employer's responsibility to independently obtain the information from the Website
and to provide it to the Carrier.
2.T 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.
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.
2.9. Employer will promptly notify Navia in writing when the Employer is no longer subject
to COBRA.
3. FEES
The COBRA Services are based on the number of Employer Health Plans, COBRA family units, and
benefit eligible employees. The initial set up and annual renewal Fees are based on the number of
Employer Health Plan and COBRA family units enrolled. The monthly administration Fee is based on a
PEPM rate billed at the start of each Plan Year.
Inrtral Set-Up
Initial COBRA Administration/Rate Set Up Fee $50.001 Employer Health Plan
Initial COBRA Participant Set-Up/Communication Fee $10.00/COBRA Family
Minimum initial Set-Up Fees $200.00
-' A"UiidlUeueWaA
Renewal Fee and Rate Changes $50.00/Employer Health Plan
COBRA Enrollee Election/Rate Change Letter $10.00/COBRA Family
Minimum Renewal Processing Fee $150.00
14lonthW(013 ,A Ai`MUUl tratiQn
Base Monthly Administration Fee' $400.00
2%COBRA Administration Fee' Retained or Invoiced by Navia
.Miscellaneouservraea
Notifications Required by Legislative Changes $10.00 per letter or notification
Manual Data Entry Fee $5.00 per"participant"entered
Special Handling' $15.00 per occurrence plus postage
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Optionalervices
Mass mailing of initial general notice to all active $50.00 Fee plus$5.00 per notice,
employees and covered spouses.
Open enrollment services for enrolled COBRA family
$20 Fee per kit mailed plus postage
units
Carrier Direct Eligibility Included
HIPAA Certificates of Credible Coverage $4.00 per notice
'This rate is used to calculate the monthly Fee that will be uniform during the guarantee period.
2If this Fee is not added to the COBRA rates and paid by participants, Navia will invoice Employer for
the 2% allowable COBRA Fee. If Employer subsidizes the COBRA premium, Navia will deduct the
2%from the monthly remittance or invoice Employer for the additional amount.
'Includes rush notices,non-standard slipping,Employer invoicing of COBRA premiums,etc...
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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§§ 164.314 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§ 1640.103, limited to the
information created or received from the Benefit Plants)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 terns
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 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.
1.1. Breach. `Breach" shall have the same meaning as the term"breach"in 45 CPR 164.402.
1.2. Business Associate. "Business Associate"shall mean Navia Services,Inc. ("Navia").
1.3. Covered Entity. "Covered Entity"shall mean the Benefit Plan(s).
1.4. Electronic Protected Health Information. "Electronic Protected Health Information"
("&Hl") 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.
I.S. IIFIS. "IIHS" shall mean the Department of Health and Human Services.
1.6. IIIPAA. "IIIPAA"shall mean the Health Insurance Portability and Accountability Act of
1996.
1.7. 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 tern"individual" in 45 CFR
160.103 and shall include a person who qualifies as a personal representative in
accordance with 45 CPR 164.502(g).
1.9. 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"C`PHI")shall have the
same meaning as the term"protected health information"in 45 CPR 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.
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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 HHS 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 meaning as the term"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 164.402.
2. Obligations and Activities of Business Associate
2.1. Business Associate agrees to not use or disclose PHI other than as permitted or required
by this Agreement or as Required by Law.
2.2. 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 HTPAA;(5) disclosures to FIRS when disclosure of information is
required under the Privacy Rule for enforcement purposes; (6)uses or disclosures that are
required by other law.
2.3. 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.
2.4. 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.
2.5. 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:
2.6.1. 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.
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2.6.6. Contact procedures for Individuals to ask questions or learn additional
information,which shall include a toll-free telephone number, an e-mail address,
web site, or postal address.
2.7. 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.
2.8. Upon Covered Entity's request,Business Associate will provide notice of Breach to the
Individual(s)affected and such notice shall include,to the extent possible,the
information listed in 2.4.2,unless,upon occurrence of a Breach, Covered Entity requests
to disseminate or Navia and Covered Entity agree that Covered Entity will disseminate
the notice(s). Any notice provided by Covered Entity to the Individual(s) shall comply
with the content requirements listed in section 2.4.2., 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.
2.9. Business Associate agrees to report to Covered Entity any use or disclosure of the PHI
not provided for by this Agreement and/or any Security Incident of which it becomes
aware.
2.10. 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.
2.11. 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
2.12. 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 not Business Associate is
required to account for such disclosures pursuant to the Privacy Rule.
2.13. 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 2.8 of this Agreement,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 164.528.
2.14. 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.
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2.15. Business Associate agrees to make any amendment(s)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.
2.16. 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.
2.17. 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
tinder the HIPAA rules.
2.18. 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
2.19. 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.
3.2. 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 whom 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.
3.3. 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
164.5 04(e)(2)(i)(B).
3.4. 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.
3.5. Business Associate may use PHI to report violations of law to appropriate Federal and
State authorities, consistent with 164.5020)(1).
3.6. 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 limitation(s)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.
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4.2. 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.
4.3. 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.
4.4. 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 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.
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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
them 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. 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
4o 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. 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
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Tdbrev 09082015 flnaldraft
longer needed for the purpose for which disclosure was made, except that, if such return or
destruction is not feasible, limit further uses and disclosures to those purposes that make the
return or destruction of the information infeasible; and
10. Ensure the adequate separation between the Benefit Plan(s) and members of Employer's
workforce, as required by law.
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