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HomeMy WebLinkAbout4936Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 4936 DISCOVERY BENEFITS, INC. Reimbursement Plan Administrative Services Agreement Human Resources LEG 12-1 7/1/2010 8/1/2012 Comments: Includes Business Associate Agreement Tax ID R� ��oo �a 3 i Reimbursement Plan Administrative Services Agreement This Administrative Services Agreement ("Agreement") is entered into by City of Bremerton ("Employe�') and Discovery Benefits, Inc. ("DBI") as of 07101/10 ("Effective Date"). Recitals The Employer has adopted an Internal Revenue Code Section 125 Cafeteria Plan ("125 Plan"} for its eligible employees. Employer has also adopted one or more of the following: a health flexible spending arrangement ("Health FSA"), a dependent care flexibfe spending arrangement ("Dependent Care FSA") (a Health FSA and a Dependent Care FSA shall be referred to collectively as an "FSA"), a limited purpose health flexible spending arrangement ("Limited Health FSA"), an individual premium reimbursement account ("IPA"), a health reimbursement arrangement ("HRA"), a limited purpose health reimbursement arrangement (Limited HRA) and/or a qualified transportation fringe benefit plan under Code Section 132(f� ('Transpo�tation Accounts"). Collectively, the foregoing arrangements and plans shall be referred to as the "Plan". The Employer desires DBI to assist in the administration of the Plan, and DBI desires to assist the Employer in the administration of the Plan on the terms oudined below. Therefore, the Employer and DBI agree that DBI shall assist in the administration of the Plan on the following terms: e The Employer has established the Plan for the exclusive benefit of its employees. • The Employer is the administrator of the Plan. � • DBI acts as agent on behalf of the Employer. The Employer remains responsible for maintaining the Plan, including the establishment of eligibility and paying all benefits owed or established under the Plan to its participants; DBI is to provide the agreed upon services to the Plan, without assuming any liability beyond the performance of services as set forth below. Now therefore, in consideration of good and valuable consideration, the parties agree as follows: Article 1- Benefits Administrative Servfces Services provided by DBI in the administration of the Plan shall include the following: 1.1 Plan Administration DBI shall assist the Employer in the administration of the Plan as provided in this Agreement. The specific Plans that DBI shall assist with and that are covered by this Agreement are listed in Exhibit A. If a Plan is not covered by this Agreement as provided in Exhibit A, then DBI shall have no rE. •onsibilities or duties with respect to such non-covered Plan. DBI's duties with respect to the Plan shall be limited to those expn. ,sly provided in this Agreement or subsequently agreed to in writing by DBI and the Employer. 1.2 Plan Documents DBI shall assist the Employer in the establishment and opera6on of the Plan by providing sample documents for review by the Employer's legal counsel, including the applicable plan document(s), summary plan descrip6on(s), election forms and other documents relating to the administration of the Plan. It is the Employer's responsibility to ensure that the documents are appropriately completed, are in compliance with the requirements of the Employer's Plan and are appropriately and timely adopted by the Employer. 1.3 Record-Keeping DBI shall assist the Employer in the development and maintenance of administrative and record-keeping systems for the Plan. The recordkeeping senrices are listed in Exhibit A. 1.4 Plan Document Compliance DBI shail maintain the sample plan document, summary plan description and other applicable documentation in compliance with any legal or regulatory requirements or administrative changes. Necessary Plan amendments are made periodically and provided to the Employer for review by the Employer's legal counsel. It is the Employer's responsibility to ensure that the amendments and other revisions are appropriately completed, are in compliance with the requirements of the Employer's Plan and are appropriately and timely adopted by the Employer. 1.5 Report(ng Obligations DBI shall provide general information regarding reporting and disclosure requirements relating to the Plan and shall assist the Employer in the preparation of required governmental reports, information or other documents. DBI shall not be responsible for the accuracy of any information provided by the Employer in preparation of any of these reports nor shall DBI be responsible for Discovery Benefits, Inc. 321613"' Avenue S., Fargo, ND 58103 866-451-3399 www.discoverybenefits.com Reirr�nbursement Plan Administrative Servi�es Agreement determining the level of compliance required by the Employer's Plan. It is the sole responsibility of the Employer to assure compliance with all fegal reporting and disclosure requirements. 1.6 Forms DBI shall provide administrative forms for the Employer's use in administering the Plan. Forms are available on the Internet at www.discoverybenefits.com. Available forms include: Plan Design Guide, File Layout Formats, Enrollment Forms, Reimbursement Request Forms, Employee Termination Forms, Status Change Forms, and check stock. All forms and user guide infonnation shall be subject to periodic updates and revisions. DBI shall also provide instructlons and forms for the processing of benefit claims under the Plan. All participants should apply for benefits under the Plan using forms provided by DBI. 1.7 Plan Payments Using funds received from the Employer, DBI shall pay the amounts due as a result of the operation of the Plan and in compliance with the participant's current Plan elections. 1.8 Claims Processing DBI shall process claims received from Employer or Plan participants on a daily basis Monday through Friday, during regular business hours. DBI shall arrange for the payment of approved reimbursement requests as provided in the Plan. DBI shall consider any initial claims for benefits made under the Plan, provided the claim is in accordance with the Plan, the summary plan description and any reasonable rules established by DBI and communicated to participants. DBI shall grant or deny each participanYs initial claim for benefits after making such investiga6on, as it deems necessary. a. If DBI finds that a participant is ent+tled to the benefits under the Plan, DBI shall arrange for the proper payment from the Plan, using the funds provided by the Employer. b. If DBI finds that a participant is not entitled to benefits under the Plan, DBI shall provide to such participant a written notification of its decision as soon as administratively practicable after the claim was received by DBI, but no later than the time period required by Section 503 of ERISA, if applicable. The written notice shall comply with the requirements set out in the summary plan description and Section 503 of ERISA, if applicable. c. DBI shall establish a procedure to receive appeals of initial denials of benefit claims. Employer agrees that Discovery has a fiduciary duty only with respect to determining whether prope�ly presented claims should be accepted or denied. All remaining fiduciary duties under this Agreement are the responsibility of Employer. 1.9 Monthly Reports D81 shall render repo�ts to the Employer, which include the following: . Claim Reimbursement Notification —(used for Claims Based funding only) . Payroll Deduction Report — Based on Payroll Frequency . Payments Report - Monthly . Reconciliation Report— Monthly . Enrollment Report — Monthly • Account Balance Report - Monthly . A statement of the fees due to DBI 1.10 Custodial Account Funds provided to DBI by the Employer for ihe payment of Plan benefits ("Empioyer Funds") shall be held in a Custodial Account pursuant to Article 3 of this Agreement. 1.11 Forteited Funds Unless otherwise dictated under the terms of the Employer's plan document, all amounts that remain unpaid for a flexible spending account or Transportation account after the end of the period specified by the applicable Plan during which the participant can make a claim, plus any periods for appeal or any claim dispute, shall be immediately forfeited by participant to the Employer, minus any necessary fees and expenses that are owing to DBI pursuant to this Agreement. Any unclaimed amounts, including any previous reimbursement checks or other similar methods of paymenf that have been issued but remain unendorsed, that remain unpaid after the end of the run-out period selected by the Employer shall be returned to the Employer, minus any necessary fees and expenses that are owing to DBI pursuant to this Agreement. 1.12 Fidelity Bonds DBI shall maintain a fidelity bond or another similar insurance policy that provides adequate coverage for DBI and any of its agents or employees who may collect, disburse, or otherwise handle or have possession of any funds provided by the Employer or who may have the authority to order disbursements or payments on behalf of the Plan. �,..--- —���,,. 2 L�iscovery Ben�fits 3�r;:,,r��. Reimbursement Pian Admenistrative Services Agreement 1.13 Plan Data DBI agrees to retain for seven years Plan records under this Agreement, including without limitation records of all assets and transactions involving the Custodial Account. However, except as expressly provided in an applicable exhibit, DBI shall not be responsible for storing copies of Plan records after teRnination of this Agreement and when DB{ no longer requires such information in order to provide the services to Employer. Following the Agreement's termination, DBI shall cooperate with Employer (or Employer's subsequent service provider) to affect an orderly transition of services covered by the Agreement. 1.14 Notice of Litigation DBI shall notify the Employer promptly of any summons, complaint, or other communication conceming threatened litigation and any inquiry by any govemmental agency that is related to the Employers Plan, unless such notification would be a violation of appficable law. 1.15 Confidentiality DBI shall keep confidential ali information it obtains concerning the Plan. Other than in due course of business, such information must not be disclosed without prior approval of the Employer or as otherwise provided for in Article 4. 1.16 No Liability DBI shall not be liabie for any failure or refusal to pay or honor any claim for benefits made pursuant to the Plan and DBI shall be held harmless and is expressly indemnified by the Employer against, and shal! be reimbursed by the Empioyer for any out-of- pocket expenses, loss, damage or attorney fees or other costs incurred by DBI in defending claims or demands made against the Employer, DBI, or the Plan, provided that such faifure did not result from the services performed by DBI in accordance with this Agreement. 1.17 Claims Fiduciary DBI has a fiduciary duty only with respect to determining whether properly presented claims should be accepted or denied. All remaining fiduciary duties under this Agreement are the responsibility of the Employer. 1.18 Dlsclaimer DBI shall not be liable or use its funds for the payment of benefits under the Plan, including, without limitation, where sought as damages in an action against the Employer, DBI or the Plan. DBI does not insure or underwrite the Employer's liability to provide benefits under the Plan, and the Employer shall have the sole responsibility and liability for payment of all benefits under the Plan. 1.19 Audit During the term of this Agreement, and at any time within six (6) months following its terminaGon, the Employer or a mutually agreeable entity may audit DBI to determine whether DBI is fulfilling the terms of this Agreement with respect to processing claims for benefits. The Employer must advise DBI at feast 60 days in advance of its intent to audit. The place, time, type, duration, and frequency of all audits must be reasonable and agreed to by DBI. AI1 audits shall be {imited to claims information relating to the calendar year in which the audit begins and/or the immediately preceding calendar year. The Employer shall pay or cause to be paid any expenses that it incurs in connection with the audit and shall pay or cause to be paid to DBI a reasonable audit fee that DBI shall determine in good faith in its discretion with reference to the circumstances surrounding the audit. The Employer also shall pay or cause to be paid any unanticipated expenses incurred by DBI and all expenses incurred by DBI on any audit initiated after this Agreement terminates or is otherwise discontinued. Audits will be subject to the following additional requirements: a. Audits must be completed within 6 months following the date the audit begins. b. The Employer will utilize individuats to conduct audits on its behalf who (i) are qualified by appropriate training and experience for such work; (ii) will perform its review in accordance with published administrative safeguards or procedures against unauthorized use or disclosure (in the audit report or otherwise) of any individually identifiable information (including health care information) contained in the information to be audited; and (iil) will not make or retain any record of payment identifying information conceming treatment of drug or alcohol abuse, mental/nervous or HIV/AIDS or genetic markers, in connection with any audit. There must be no conflict of interest which would prevent the auditor from performing an independent audit. Auditors may not be compensated on the basis of a contingency fee or a percentage of overpayments identified. c. Audits are subject to any related proprietary and confidentiality requirements protecting the nature of the data, and before the audit commences the Employer and any independent third party auditor shall execuie a confidentiality agreement the scope of which shall be reasonable and shall be determined by DBI. d. The Employer shall provide notice of its intent to audit in writing. At least four (4) weeks in advance of commencement of the audit, the Employer or its representative will provide DBI with a complete and accurate listing of the transactions to be pulled for the audit. DBI will communicate any additional requirements to the Employer upon receipt of the completed Audit Request Form. ---� "`' `ti..�. . C}iscovery Cienefits �����:;y.. Reimbursernen$ Plan Adm6nistrative Services Agreemer�t e. Prior to the audit, the auditors will provide a{isting of the transactions selected for testing and the specific service for which each item is being tested. The sample must be based on a statistical random sampling methodology (e.g., systematic random sampling, simple random sampling, stratified random sampling). DBI wil{ provide timely inquiry and feedback at the time of the proposed audit regarding the sampfe size and sampling methodology as it relates to the objec6ve of the audit proposed by the Employer or its representatives. The auditors will provide their draft audit findings to DB{, in writing, before a final audit report is presented to the Employer. This draft will provide the basis for discussions between DBI and the auditors to resolve disagreements and summarize the audit findings. DBI shall have a right to review the final Audit Report, before delivery to the Employer. Auditors shall provide DBI with a copy of the final audit report defivered to the Employer and DBI shall have the right to include with the final Audit Report a supplementary statement containing facts that DBI considers pertinent to the audit. Article 2- The Employer's Responsibilities Responsibilities of the Employer in the administration of the Plan shall include the following: 2.1 General Compliance Although DBI serves as Employer's agent for services rendered pursuant to this Agreement, the Employer remains solely responsible for all Plan activities, including compliance with the Employee Retirement Income Security Act of 1974 ("ERISA"), the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"j, the Internal Revenue Code, (the "Code"), or other applicable laws or regulations. Employer agrees to hold DBI harmless (including reasonable attorneys fees and costs) and expressly releases all claims against DBI In connection with any claim or cause of action, for any occurrences prior to the effective date of this Agreement, that results from the failure or alleged failure of Employer (its officers and employees, and any other entity related to or performing services on behalf of Employer) to comply with ERISA, HIPAA, the Code or any other applicable law or the provisions of this Agreement, or its failure to provide DBI with the required information for proper and timely reporting under the MSP secondary payor requirements for Employer's HRA participants. 2.2 Participants The Employer shall provide DBI with a complete list of all employees eligible to participate in the Plan, and any other demographic and related information that DBI may need to properly administer the Plan pursuant to this Agreement. Employer shall notify DBI on a monthly basis of all changes in its employees eligible to participate in the Plan. Employer shall be responsible to collect and provide to DBI in an electronic format all required information to ensure compliance with the MSP Secondary Payor rules and regulations where DBI acts as a Registered Reporting Entity (RRE} for HRA plans offered by Employer. Employer shall be solely responsible for determining its employees who are eligible to participate in the respective Plans, collecting the requested information from employees and informing DBI of such affected or eligible employees. 2.3 Contributions The Employer shall contribute funds into the Custodial Account to be used to pay Plan benefits or other Plan expenses as agreed to herein and in accordance with the Plan. Contributions to the Custodial Account shall consist solely of general assets of the Employer. Participant contributions, if any, made by employees to the Plan through salary reduction or otherwise, shall be used to reimburse Employer for contributions advanced by the Employer to pay benefits under the Plan. 2.4 Enrollment The Empfoyer shall assist in the enrollment of the employees in the Plan, cooperate with DBI with regard to proper settlement of the claims and transmit any inquiries pertaining to the Plan to DBI. Late notification of Plan eligibility or incorrect Plan eligibility information provided by the Employer to DBI may resu{t in erroneous Plan benefit payments. In this event, the Employer shall be solely responsible for any such erroneous payment and the Employer shall also be solely responsible for collecting any such erroneous payments from the employee. If there are insufficient Employer funds that are available to restore the erroneous payments or the requested reimbursement of funds would otherwise cause the Minimum Account Balance Deposit to become insufficient, DBI has tfie right to request immediate restoration of funds from the Employer directly and suspend or terminate all services under this AgreemenL 2.5 Amendments The Employer shall provide DBI with a copy of any contemplated amendment to the Plan no less than thirty (30) days prior to the anticipated amendment effective date. However, under no circumstances should the Employer adopt any amendment that would alter DBI's duties hereunder without prior written consent of DBI. 2.6 Plan Documents The Employer shall file with the appropriate governmental agencies al! required retums, reports, documents and other papers relating to the Plan. The Employer shall dfstribute to participants all materials and documents as may be necessary or convenient for the operation of the Plan or to satisfy the requirements of applicable law and the Employer shall remain responsible for the final contents of all materials and documents. 2.7 Summary Plan Description The Employer shall distri6ute to its employees participating in the Plan a copy of the summary plan description. — ° 4 , � �tk� LDr�covery �enefits ���,�E>>�ry. Reimbursement Plan Administrative Services Agreerr�ent 2.8 Non-discriminatory Pians DBI shall run the following three quantitative non-discrimination tests based on information provided by Employer. Section 125 25% Aggregate; Section 129 25% Aggregate and Section 129 55% Average Benefits test. All other non-discriminadon tests are the responsibility of the Employer to complete. The Empioyer agrees to provide DBI with the information it needs to run the three o6jective discrimination tests for the Plan. Employer shall malntain a non-discriminatory Plan or, initiate any immediate corrective action required in the event the Plan becomes discriminatory. 2.9 Claims Based Funding If Claims Based Funding is selected (Exhibit A), Employer gives DBI approval to draft applicable amounts from the Employer's United States bank account to the Custodial Account from which disbursements can be made on the Employer's behalf for qualifying expenses, which are otherwise specified by the Employer in its Plan document, or as provided for under the Code. 2.10 Deduction Based Funding If Deduction Based Funding is selected (Exhibit A), Employer-shall establish an initial deposit (known as the "Minimum Account Balance") within the Custodial Account that is equal to at least two months of the projected Plan benefit claims to adequately fund the reasonable needs of the Employer's Plan. If the Employer's account balance falls below the Minimum Account Balance amount, the Employer will be notified of the deficiency and will be further required to fund additional monies uniil such time the Employe�'s Minimum Account Balance can be restored. If the Employer fails to immediately restore the Minimum Account Balance once DBI provides written notice of the accounYs deficiency and demand for restoration, DBI shall have the immediate right to suspend or terminate all services under this Agreement (See "Termination" section below). 2.11 Order Based Funding (Transportation Only) If Transportation Accounts are selected (Exhibit A), Employer gives DBI approval to draft applicable amounts from the Employer's United States bank account to the Custodial Account from which disbursements can be made on the Employer's behalf for qualifying transportation purchases, which are otherwise specified by the Employer's Plan or as provided for under the Code. Separate automated ACH withdrawals will occur each month for transportation orders placed through the online ordering system and parking cash reimbursements submitted direcUy to DBI. 2.12 Debit Card Payments All participants in the Health FSA, Dependent Care FSA or a comprehensive HRA shall automatically receive one debit card. The terms of the debit card provisions shall control and are incorporated as Exhibit C. 2.13 Ownership of Account Assets All amounts deposited by the Employer within the Custodial Account, as described herein, remain the Employer's general assets. DBI or its representatives shall only be responsible for administering the Employer's funds in accordance with the terms of this Agreement. Amounts deposited by the Employer shall only be disbursed by DBI or any of its designees if it is an allowable expense as deiermined by the Employer or its representative, or as otherwise required by a court of appropriate jurisdiction. 2.14 Employee Fraud The Employer is solely responsible for making the Plan whole if fraud is committed against the Plan by Plan participants or Employer's employees. DBI shall not be responsible for pursuing or correcting any such actions. 2.15 Reliance by DBI Employer has authorized and instructed DBI in this Agreement to implement its standard administrative procedures to provide services in accordance with this Agreement. DBI shall be fully protected in relying upon representations by Employer set forth in this Agreement and communications made by or on behalf of Employer in effecting its obligations undsr this Agreement. Employer and DBI agree that if Employer provides DBI with specific written instructions (in a form acceptable to DBI) fo provide services in a manner other than in accordance with DBI standard procedures, DBI may (but need not) comply with Employer's written instructions, provided that, to the extent that DBI complies with such instructions, Employer and not DBI shall be solely responsible for DBI's actions so taken, and Employer agrees to hold DBI harmless (including reasonable attomeys fees and costs) and expressly releases all claims against DBI in connection with any claim or cause of action, which results from or in connection with DBI following Employers written instructions. Arttcle 3 - Custodial Account 3.1 Appointment and Acceptance of Custodian By signing this Agreement, the Employer appoints DBI as custodian of Employer Funds for the purposes and upon the terms and conditions set forth in this Agreement, and DBI accepts such appointment and agrees to acf as custodian hereunder and to hold any Employer Funds received by and hereunder in accordance with the terms and conditions set forth in this Agreement. 3.2 Custodial Account DBI shall open and maintain a depository account (the "Custodial AccounY') at State Bank & Trust, Fargo, ND (the "Bank") and hold in such account all Employer Funds initially deposited by the Employer plus any additional Employer Funds that may be received from the Employer for the Custodial Account from time to time. For administrative convenience and to reduce costs, DBI shall hold the Employer Funds of the Employer together with similar funds from other employers in a single Custodial a•"� —���.. 5 Di�covery [3enefi�s s�mpl�iy.' Reir�bursernen� Plan Adrninistrative Services Agreement Account. However, DBI shall maintain records as to the exact amount of funds ailocated to each employer so that each employer has a legal right to the specific amount of its funds held in the Custodial Account. At all times, the assets comprising each employer's funds in the Custodial Account shall be considered a separate subaccount for purposes of this Agreement. Depending upon the context, the term, "Custodial Account,° shall refer to either the separate subaccount for the Employer or all of the subaccounts for all employers in the aggregate. 3.3 Employer Funds DBI and the Employer intend and agree that all Employer Funds deposited by the Empioyer within the Custodial Account shall be comprised of and shall remain the Employer's general assets. In no event will Employer deposit funds that constitute or include participant or employee contributions to employee benefit plans, whether made by salary reduction or otherwise, as those terms have their general meanings under ERISA. Except to the extent that outstanding checks have been written or withdrawals made against the Custodial Account balance on behalf of Employer, the Employer Funds may be withdrawn by the Employer at any time, and are subject to Employer's general creditors in the same manner as funds contributed to Emp(oyer's ordinary checking accounts. Notwithstanding the forgoing, this Agreement does not alter or eliminate any separate obligation of the Employer to fund and maintain a Minimum Account Balance in the Custodial Account pursuant to Section 2.10 of this Agreement. 3.4 Disbursements DBI shall make payments or distributions from the Custodial Account in accordanca with the framework of policies, interpretations, rules, practices and procedures set forth in the Plan and as otherwise agreed upon or directed by Employer. DBI shall neither have nor shaU be deemed to exercise any discretion, control, or authority witft respect to the disposition of Employsr Funds. 3.5 Compensation Employer acknowledges and understands that DBI may receive earnings or interest from time to time on the funds held in the Custodial Account and that any such eamings or interest received by DBI on Employer Funds shall be part of DBI's compensa6on. Employer acknowledges and understands that compensation otherwise charged by DBI for services under the Custodial Agreement would be higher if it did not retain such earnings or interest on these funds. The period during which interest may be earned begins on the date Employer Funds are deposited into the Custodial Account and ends when checks are presented for payment or, in the case of debit card transactions, when debit cards are utllized to pay for qualified medical expenses. Funds shall be disbursed on a first-in-first-out basis. 3.6 Positive Pay DBI uses a positive pay system to ensure only valid reimbursement checks are processed. Only checks that match the file are processed. Checks remain on the positive pay file for 180 days. An exceptions list is sent to DBI by its bank on a daily basis (Monday through Friday) showing checks presented for payment that do not match the file. Participants with checks that remain outstanding after 180 days will be assessed a$25 dollar fee or the amount of the check, whichever is less. DBI will waive the fee if the participant sets up direct deposit. 3.T Maintenance of Records Upon the Employer's written request, DBI shall provide the Employer with information relating to all assets and transactions involving the Custodial Account, including description of all receipts, disbursements and uther transactions. Bank charges may apply for providing copies of checks, statements or other certified documentation. 3.8 Resignation of Custodian DBI may resign from its duties as custodian pursuant to this Article 3 at any time by givinc� written notice to Employer no less than thirty (30) days prior to the effective date of such resignation; provided, in any event, that such resignation shall net be effective until a successor custodian has been appointed or the assets in the Custodial Account have been returned to Employer. Article 4 - Confidentiality Neither party shall disclose Confidential Information of the other party. The receiving party shatl use the same degree of care as it uses to protect its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the confidential information of the disclosing party. The foregoing obligations shall not apply to any information that (a) is at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party, (b) is subsequently learned from a third party that does not impose an obligation of confidentialiry on the receiving party, (c) was known to the receiving party at the time of disclosure, (d) was generated independently by the receiving party, or (e) is required to be disclosed by law, subpoena or other process. DBI may transfer Employer's or the Plan's Confidential Information to a governmental agency or other third party to the extent necessary for DBI to perform its obligations under this Agreement or if Employer has given DBI written authorization to do so. For purposes of ihis paragraph, Confidential Information shall mean any information identified by either party as "Confidential" and/or "Proprietary", or which, under the circumstances, ought to be treated as confidential or proprietary, including non-public information related to the disclosing party's business, employees, service methods, software, documentation, financial information, prices and product plans. DBI reserves the right to independently use its experience and know-how, including processes, ideas, concepts and techniques developed in the course of performing services under this Agreement. � .._-____ 6 �iscovery �enefits simpliiy. Reimbursement Plan Administrative Services �►greement Article 5- Term of the Agreement The term of this Agreement shall commence as of the Effective Date and shall continue for a period of twelve months (the "�nitial Term"). Notwithstanding the foregoing, DBI reserves the right to increase fees at any time that are caused by Federal postal rate increases, are due to Federal legislative changes or are due to the provision of additional services to the Empioyer by D81 that were not included in or contemplated by lhis Agreement on the Effective Date. Articie 6- Termination of the Agreement 6.1 This Agreement may be terminated by either the Employer or DBI without cause and without liabifity, by written notice of intention to terminate given to the other party, to be effective as of a date certain set forth in the written notice, which shall not be less than 60 days from the date of such notice. Except as provided in Section 6.4, all obligations of DBI relating to payment of claims under the Employer's Plan will be terminated on the effective date of termination given in the notice regardless of when the claim for such benefits is incurred. 6.2 The Agreement shall automatically terminate: a. If any law is enacted or interpreted to prohibit the continuance of this Agreement, upon the effective date of such law or interpretation; b. If any monthly administrative fee remains unpaid to DBI beyond thirty (30) days past the due date, upon notification by DBI to ihe Empioyer in writing that DBI intends to exercise its option to enforce this provision; or c. if at any time the Employer fails to provide funds for the payment of Pian benefits or faiis to restore the Minimum Account Balance, upon written notification by DBI. d. If Employer fails to provide the required information in a timely manner to ensure compliance with the MSP Secondary Reporting required for HRAs. 6.3 if either party is in default under any provision of this Agreement, the other party may give written notice to the other party of such default. If the defaulting party has not used good faith efforts to cure such breach or default within 30 days after it receives such no6ce, or if good faith efforts to cure have begun within thirty (30) days but such cure is not compteted within 60 days after receipt of the notice, the other party shall have the right by further written notice (the "Termination Notice") to terminate the Agreement as of any future date designated in the Termination Notice. 6.4 When this Agreement is terminated, DBI will immediately cease the perFormance of any further services under this Agreement unless both parties agree that D61 shall continue performing services during any post-termination "run-ouY' period. If the Employer engages DBI to administer a post-termination "run-out period" in accordance with the terms of the plan document, DBI will invoice and collect fees based on the fee schedule in place during the regulsr contract period. Upon receipt of the "run-out fee", DBI will continue the processing of qualifying expense reimbursements and general Plan administration. 6.5 Upon the completion of the later of the Agreement, or any agreed-upon "run-out period," D81 will cease the processing of any expense reimbursement requests that are in its possession and the Employer shall be immediately responsible for all aspects of its Plan, including the processing of other qualifying expense reimbursements, annual reporting and general plan administration. DBI shall also return any funds in the Custodiaf Account that have not been used for Plan benefit payments to the Employer, along with any unpaid or other pending payment requests and/or any subsequent reimbursement requests that are received after the date of the specified run-out period. However, the retum of such funds shall remain subject to the completion of a final accounting of all account activities, as well as after deduction of applicable fees and other expenses. If necessary, DBI shall have the immediate right to demand and �ursue collection of any fees, reimbursements or other amounts that are due and owing to DBI as of the date of termination pursuant to the terms of this Agreement. Within sixty (60) days after the later of the termination of this Agreement or the applicable run-out period DBI shall prepare and deliver to the Empioyer a complete and final accounting and report of the financiaf status of the Plan as of the date of termination, together with all books and records in its possession and control pertaining to the administration of the Plan, all claim files, and all reports and other paper pertaining to the Plan. Article 7- Cost of Administration 7.1 Plan Administrative Services Fees DBI shall be entitled to a fee for its services to the Plan and under this Agreement, which shall be payable in accordance with the fee schedule attached as Exhibit B. Monthly fees will be invoiced monthly and are due within thirty (30) days after invoice. 7.2 Past Due Amounts Notwithstanding anything in this Agreement or any other agreement between the parties to the contrary, if the Employer fails to pay DBI within the required time period any amount that is due as a result of any product or service provided by D81 to the Employer under this Agreement or any other agreement belween the parties, including, without limitation, services provided with respect to flexible spending attangements, health reimbursement arrangements, qualified Transportation programs or health savings accounts, DBI shall tae permitted to deduct the past due amount from any funds provided by the Employer pursuant to _ _._... �� %� a Discavery �enefits ���, �prsy. Reimbursement Pian Administrat6ve Services Agreert�ent this Agreement or any other agreement between the parties which are held by DBI without prior notice and without prior approval of the Employer. This right of offset sha�l be in addition to any other remedies that DBI may have in this Agreement or any other agreement between the parties with respect to such non-payment, including, without limitation, any right to terminate the Agreement, regardless of whether the past-due amount is paid in fuli as a result of the offset rights provided herein. 7.3 Participant Deflnition Reimbursement Account participants (FSA, HRA and Transportation) are defined as those individuals who are eligibie to receive reimbursement from their account based on the employer's plan document. Participant counts for billing purposes are determined on the first business day of each month. Participants that lose eligibility to receive reimbursement after the first business day of a month will be dropped from the count on the following month's invoice. Article 8 - Miscellaneous Provisions 8.1 Governing Laws The laws of the State of Washington shall govern this Agreement, to the extent they are not inconsistent with or preempted by ERISA, the Intemal Revenue Code, or any other applicable federal law. 8.2 Binding Agreements This Agreement, including any Exhibits attached, constitutes the entire contract between DBI and Employer and no modification or amendment shall be valid unless agreed to in writing by both parties. If there is an inconsistency befinreen the terms of this Agreement and the terms of any prior agreement between the parties, the teRns of this Agreement will control, unless otherwise provided in such other agreement. This document may be executed in one or more counterparts, each of which shal{ be considered an original, but all of which together shall be considered one and the same instrument. 8.3 Final Authority Employer has total control and discretionary authority over the Plan and the manner in which it is operated. Any amounts deposited by the Employer with DBI under any Plan remain the assets of the Employer. DBI and its representatives are only an agent of the Employer for processing of qualifying expense requests, as provided under this Agreement. 8.4 Plan Fiduciary Employer agrees that DBI is not the plan administrator, the Named Fiduciary and is not a plan fiduciary under the Plan(s), as such terms are described under ERISA, except as noted under Section 1.17. DBI shall have no power or authority to walve, alter, breach or modify any terms and conditions of the Plan. DBI shalt make payments or distributions from the Custodial Account in accordance with the framework of policies, interpretations, rules, practices and procedures set forth in the Plan and as otherwise agreed upon or directed by Employer. DBI shall neither have nor shall be deemed to exercise any discretion, control, or authority with respect to the disposition of Employer funds. DBI agrees that it will perform services on the Plan's behalf, as set forth in this Agreement and any attachments or other exhibits. However, DBI will not undertake any duties or responsibilities, regardless of whether they are set forth in the Plan, if such actions are in violation of any applicable laws or regulations. 8.5 Successor In the event of DBI's resignation or inability to serve, the Employer may appoint a successor. Any successor, upon appointment and accaptance, shall succeed to and be invested with all powers conferred on DBI. In such situations, the replacement of DBI shall be considered a termination of this Agreement and the Termination provisions of Article 6 shall remain effective and controlling. 8.6 Tax Obligations If any tax is assessed against the Plan, and DBI is required to �ay that tax, DBI shall re�ort the payment to the Emp►oyPr and thP Employer shall reimburse DBI for the amount of the tax. The Employer is at all times responsible for the tax consequences in the establishment and operation of the Plan. 8.7 Indemnification Except as expressly provided to the contrary herein, neither DBI nor Employer shaA be r�sponsible for any damages to the other under the terms of the Agreement or arising out of their respective responsibilities hereunder, unless such damages directly result from: (i) the failure of one of the parties to fulfill any of its duties under this Agreement, or (ii) the dishonest, fraudulent, or criminal acts of a party, its employees, directors, or officers, acting alone or in collusion with others. Subject to the limitations in Section 8.8, each party will be liable to and will defend, indemnify and hold harmless the other party, and their respective officers, directors, employees, agents, representatives, successors and permitted assigns from and against any and all liability, damages, costs, lasses and expenses, including attorneys fees, disbursements and court costs, reasonably incurred by DBI or Employer in connec6on with any threatened, pending or adjudicated claim, demand, action, suit or proceeding by either party or any third party Incurred by reason of or related to (i) such party's breach of any representation, warranry, covenant or agreement ,. - - '��:,.�� Discov�ry �en�fits ann�����y Reimbursement Plan Administrative Services Agreement applicable to such party hereunder, (ii) such party's failure to perform its obllgations hereunder, and (ifi) any claim by an employee based on the act or omission of such party with respect to the Employer's Plan; provided, however, that neither parly will be liable to the other party for any loss of goodwi►I, or for special, indirect, incidental, or consequential damages related to or arising from this Agreement. 8.8 Limitation of Remedies Notwithstanding any other provision in this Agreement to the contrary, including, without limitation, Section 8.7, the maximum total liability of DBI to Employer shal{ be limited to direct money. This remedy is Employer's sole and exclusive remedy. DBI shall not be responsible for any special, incidental, consequential, exemplary, or punitive damages even if DBI has knowledge of the possibility of such potential loss or damage. No action under this Agreement may be brought by Employer more than two (2) years after the cause of action has accrued. 8.9 Authority No person dealing with DBI in relation to the Plan will be obliged to determine DBI's authority to act pursuant to the Agreement. Furthermore the individuals executing this Agreement on behalf of DBI and Employer do each hereby represent and warrant that (a) they are duly authorized by all necessary action to execute this Agreement on behalf of their respective principals, and (b) the execution and delivery of this Agreement and the consummation of the transactions herein provided have been duly approved by Employer and D81 and do not violate any agreements to which Employer or DBI is a party or otherwise bound. 8.10 InteUectual Property All materials, inc�uding, without limitation, documents, forms (including data collection forms provided by D81), brochures and online content ("Materials") fumished by DBI to Employer are licensed (not sold). Employer is granted a personal, non- transferable and nonexclusive license to use Materials solely for Employer's own internal business use. Employer does not have the right to copy, distribute, reproduce, alter, display, or use these Materials or any DBI trademarks for any other purpose except as required by law. Employer agrees that (a) it will keep Materials confidential and will use commercially reasonable efforts to prevent and protect the content of Materials from unauthorized use and (b) its license to use Materials ends on the termination date of this Agreement. Upon termination, Employer agrees to destroy Materials or, if requested by DBI, retum them to DBI. 8.11 Gender Where the context of the Agreement requires, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine. 8.12 Amendments This Agreement may be amended at any time only upon written agreement befween the Employer and DBI. 8.13 Notice DBI shall not be bound by any communication until it has been received at its office at 3216 13` Avenue S, Fargo, ND 58103 or at such other address as it has specified to the Employer. The Employer shall not be bound by any communication until it has been received at the address shown below or such other address as it has specified by Employer to DBI. 8.14 Unenforceability Provision If any provision of this Agreement is found to be une�forceable, the Agreement's unaffected provisions will remain in effect and the parties will negotiate a mutually accepfable replacement provision consistent with the parties' originaf intent. 8.15 Assignment Neither parry may assic�n any of its rights, khis Agreement or delegate any of its obligations without the �rior written consent of lhe other party. 8.16 Waiver If either party fails to enforce any right or remedy under this Agreement, thal failure is not a waiver of the right or remedy for any other breach or failure by the other party. 8.17 Severabifity If any provision of this Agreement is determined by a court to be unenforceable or invalid, such determination shall not affect any other provision, each of which shall be construed and enforced as if such invalid or unenforceab�e provision were not contained herein. 8.18 Dlsputes The parties shalf cooperate in good faith to resolve any and all disputes (each, a"Dispute") that may arise under or in connection with this Agreement. The existence or resolution of any Dispute as to a matter shall not reduce or otherwise affect the payment or performance by Employer its obligations under this Agreement as to any other matter, unless pursuant to the terms of any such resolutlon. Employer and DBI shall attempt in good faith to resolve any Dispute arising out of or relating to this Agreement prompdy by negotiation between executives who have authority to settle the controversy and who are at a higher level of .✓'.. -- � „ "�cr,,,,,�� c Discavery �enefi#s c,�;,�Nr,,.� Reimbursemen� Plan Administrative Services Agreement management than the persons with direct responsibility for administration of this Agreement. Either party may give the other party written notice of any Dispute not resolved in the normai course of business. Within fifteen (15) days after delivery of the notice, the receiving party shall submit to the other party a written response. The notice(s) and the response(s) shall each include (i) a statement of each party's position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) days after delivery of the disputing party's notice(s), the executives of the parties subject to the dispute shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably desm necessary to attempt to resolve the Dispute. All reasonable requests for information made by one party to the other will be honored. 8.19 Force Majeure Neither DBI nor Employer, as applicable under the circumstances, shall be liable or deemed to be in defau{t for failure to perform or delay in performance of any of their respective obligations under this Agreement to the extent that such failure or delay results from any act of God; military operation; terrorist attack; widespread and prolonged loss of use of the Intemet; national emergency or govemment resfrictions. 8.20 Relationship of the Parties The parties agree that in performing their responsibilities under this Agreement, they are in the position of independent contractors. This Agreement is not intended to create, nor does it create and shall not be construed to create, a relationship of partner or joint venturer or any association for profit between Employer and DBI. 8.21 Survival The provisions of Section 2.1, Section 2.15, Article 4, Section 6.4, Section 8.7, Section 8.8 and Section 8.10 shall survive the termination of this Agreement. Authorization This Agreement, including any attachments or other exhibits, is accepted and agreed to by the parties as of the effective date of this Agreement. Signed for Employer by: Signed for Discovery Benefits by: po•.��Le.vti V1 o� _ Print Name and Title� Suzanne Rehr, Executive Vice President � � ,�� Signature ��ignat e �U 5' (o s S�• (a� '�Unt3+�'� �'t w 13�' Avenue S. Fargo, ND 58103 Employer Address (for 8.13 Notice purposes) Cj$ 7,3 � ; __ ---- m��.� 10 �,�,_ [Di�cmv�ry ��r+�fits ,.�.;,,�rt� � Reimbursement Plan Aclministrative Services Agreernent EXHIBIT A A.1 Covered Plans. The Pians covered by this Agreement include the following: Services Included in Service Effective Date Pians this Agreement (�f different from Agreement Effective Date) Section 125 Premium Only Plan (POP) � �—� Flexible Spending Accounts (FSA) a Limited Purpose Health FSA (Limited Health FSA) � Individual Premium Accaunt (IPA) � �— � Healih Reimbursement Arrangement (HRA) � —� Limited Purpose HRA (Limited HRA) � Transportation Fringe Benefit Plan (TSA) � � � A2 Funding Method Claims Based ❑ Deduction Based Ox Order Based (TSA Only) � A.3 Debit Card A.4 Services Not included in this Agreement ❑ ❑ � a a � � Ox All FSA participants automatically receive one debit card. Participants in a comprehensive HRA automatically receive one debit card. —"'m°,�*t.; 11 �•w Disco�ery B�nefits ���r���;;:.� Reimbursemen� Piare Administrative Services Agreerr�ent _' �'�^� 12 _ <<a.. I�escovery �enefifs �i•r.plif�,' Reimbursement Plan Administrative Services Agreement EXHIBIT B Fee Schedule Annual Renewal Fee Waived Monthly Administrative Fee $5.Q0 per FSA Participant With or without the debit card Addiiional Cards for SpouselDependents Included Replacement of Lost/Stolen Debit Card $10 per card deducted from FSA balance Empfoyee Enrollment Meetings $350 per day plus expenses Enrollment Materials Included for standard materials, unassembled. If requested, assembled kits can be provided at a cost of $1.25 per kit to assemble without an envelope, $1.50 per kit to assemble with an envelope. Electronic Files Standard file layout included Plan Document and SPD Standard Plan Document and SPD included Postage Included for standard mailings. Charges apply for overnight and expedited requests, postage and handling for non-standard mailings. Direct Deposit Included Printing Included for standard materials At cost to create and produce for special printing requests Stop Payment— Reimbursement Checks � $25 per stop payment request, deducted from participant's account. Waivad if participant enrolls in Dir�ct Deposit. Rate Guarantee Three Year Minimum Annual Fee (applies if the monthly administrative fee $1,000 times the number of pariicipants for a 12 month period is less than this amount) • u ���`'°-�,_ 13 �1SC!DVE.'Y�t ��IlP�ltS 9in:pliry;, Rei�burseanent Plan Administrative Ses Agreemer�t Exhibit C Debit Card Provisions To the extent that debit cards {referred to as a"Card" in this Exhibit C) are provided with respect to FSA accounts and/or HRA accounts, the following additional provisions shall apply with respect to the debit card services. Unless otherwise provided below, all of the provisions of the Agreement shall apply to the provision of debit card services as well. C.1 Deflnitions: 1.1 Card Transaction means when the Card is presented for payment of Qualified Services. 1.2 For a Health FSA and/or HRA account, Qualified Services include any and all relateci goods and services within the meaning of the term "medical care" or "medical expense" as defined in Code Section 213 and the rulings and Treasury regulations thereunder to the extent that such goods and services are allowable for the Account in question. 1.3 Account means the health FSA and/or HRA, as the context requires and as elected by the Employer as part of this Agreement. 1.4 Ptan Participants or Participants mean Employees that are participating in the Accounts. 1.5 Employee means those employees eligible to participate in the Plan. C.2 General Provisions: 2.9 All Participants participating in one or more of the Plans shall automatically receive �� Card without a separate fee. D81 shall provide additional debit cards requested for a spouse or other dependent over 18 years of age at no additional charge. A charge will apply to replace a lost or stolen card. 2.2 DBI shall be responsible to provide administrative services to Participants, including updating Participant records, maintaining accurate account balances and deposit information, activating and deac:tivating Cards, responding to Participant inquiries and providing appropriate notices of actions taken. 2.3 DBI agrees to reasonably ensure compliance with proper use of the Card and take �vhatever action is necessary to investigate and resolve errors in Card transactions asserted by Participants within five (5) business days. 2.4 DBI agrees to cancel, as soon as is practical, access to a ParticipanYs account when a Card fs reported as lost or stolen. 2.5 DBI agrees, upon notice from Employer of termination or ineligibility of a Participant to, as soon as is practical, deactivate such ParticipanYs Card. Shou{d Employer fail to provide this notice in a timely manner causing payment of ineligible ;,�penses, Employer will be responsible for all costs incurred for subsequent Card transactions made by the terminated or ; :eligible Participant. 2.6 DBI will make available to the Employer, for distribution to the Participants, information as to the proper use of the Card. 2.7 Employer agrees to re-credit Participant Accounts by facifitating an after-tax payroll deduction in accordance with applicable law in those instances where the debit card was used to pay for an ineligible expense and the parGcipant failed to reimburse the Plan or offset the amount with an eligible expense. 2.8 Employer agrees to notify DBI immediately upon suspicion or confirmation of inappropriate or fraudulent Card use. 2.9 The liability for payment of claims falls on the Employer or the Plan Participant. Any additional costs, including administrative costs, shall be paid by the Employer or Plan Participant. In no event shall DBI be responsible for these payments. 2.10 Employer agrees to administer the Plan in accordance with the rules and regulations of the Plan and the Agreement. 2.11 Employer agrees to provide all information to be included in any reports or other required documents in a timely fashion, as established by the rules of all governmental entities involved with the Plan, including but not limited to the Department of Labor and the Intemal Revenue Service, 2.12 As provided in Section 2.15 of the Agreement, the Employer has authorized and instructed DBI in this Agreemenf to implement its standard administrative procedures to provide services in accordance with this Agreement. Such standard administrative procedures may be different for Card Transactions with respect to health FSA and HRA, as determined solely by DBI. — ••�t �,,.,� 14 r'" .- [�isc¢�very ��n�fit5 ���T•i�rtr-: Business Associate Agreement This Business Associate Agreement (the "AgreemenY') is made and entered into effective 07l01h0 by and between Discovery Benefits, Inc. ("D61") and City of Bremerton Health Plan (the "Plan"), which is sponsored by City of Bremerton (the "Sponsor'). WITNESSETN: WHEREAS, DBI provides cettain administrative senrices, activities or functions in connection with the Plan; and WHEREAS, the parties desire to enter into a Business Associate Agreement for the purpose of addressing the "Standards for Privacy of Individually Identifiable Heafth Information," 45 CFR Part 160 and Part 164, Subparts A and E(the "Privacy Rule"); the "Standards for Electronic Transactions," 45 CFR Part 160, Subpart A, and Part 162, Subpart A and Subparts I through R(the "Electronic Transaction Rule"); and the "Security Standards for the Protection of Electronic Protected Health InformaGon," 45 CFR Part 160, Subpa�t A, and Part 164, Subparts A and C, (the "Security Rule"); and the privacy and securiry provisions set forth in the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act"), contained in Title XIII, Subtitle D of the American Recovery and Reinvestment Act of 2009. NOW, THEREFORE, in considera6on of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Plan and DBI agree as follows: Article I — Definitions 1.1 "AgenY' shall have the meaning given to it in Section 2.5. 1.2 "Breach" shall have the meaning given to it by 45 CFR § 164.402. 1.3 "Breach Notification Rule" shall mean the "Standards for Breach Notification for Unsecured Protected Health Information," 45 CFR Part 164, Subpart D, as may be revised from time to time by the Secretary. 1.4 "Business Associate" shall have the meaning given to it by 45 CFR § 160.103. 1.5 "Designated Record Set" shall have the meaning given to it by 45 CFR § 164.501. 1.6 "Health Care Operations" shall have the same meaning glven to it in 45 CFR § 164.501. 1.7 "HIPAA" shalf inean, collectively, tha Privacy Rule, the Electronic Transaction Rule, the Security Rule, the HITECH Act and/or the HITECH Rules. 1.8 "HITECH AcY' shall mean the provisions of Title XIII, Subtitle D of the American Recovery and Reinvestment Acf of 2009. A reference to a section of the HITECH Act shall also include any HITECH Rules related thereto, including any HITECH Rules that may be issued after the effective date of this Agreement. 1.9 "HITECH Rules" shall mean any guidance issued related to the HITECH Act by the Department of Health and Human Services, including the Breach Notification Rule. 1.10 "Individual" shall mean the person who is the subject of PHI and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g). 1.11 "Individual Rights Requests" shall mean Access Requests, Amendment Requests, Accounting Requests, and requests under Section 3.3. 1.12 "Payment" shall have the same meaning given to it in 45 CFR § 164.501. i.13 "PHI" shall mean any information, whether oral or recorded in any form or medium, that —(i) relates to the past, present or future physical or mental condiGon of an Individual; the provision of health care to an Individual; or the past, present or future payment for the provision of health care to an Individual; and (ii) identifies the Individual or with respect to which there is a reasonable basis to believe the information can be used to identlfy the Individual. 1.14 "Plan Administration Functions° shall have the same meaning given to it in 45 CFR § 164.504. 1.15 "Plan Administrator" shall mean the entity, individual, group or committee appointed by the Sponsor, or its successor or successors, who have authority to administer the Plan. 1.1 B "Privacy O�cial" shall mean the person designated by the Plan to serve as its privacy official within the meaning of 45 CFR § 164.530(a), and any person to whom the Privacy Official has delegated any of his or her duties or responsibilities. 1.17 "Protected Information" shall mean PHI received from the Plan or created or received by DBI on behalf of the Plan. Discovery Benefits, Inc. 321613� Avenue S., Fargo, ND 58103 866-451-3399 www.discoverybenefits.com Business Associate Agreement 1.18 "Required by LavJ' shall have ihe same meaning given to it in 45 CFR § 164.103. 1.19 "Secretary" shail mean the Secretary of the United States Department of Health and Human Services. 1.20 "Services" shall mean the activities, funcGons andlor services that DBI from time to time renders to or on behalf of the Plan to the extent that those activities, funcfions and/or services are covered by HIPAA. 1.21 "Unsecured PHI" shall mean Protected Information that is not secured through the use of a technology or methodology that renders such Protected Information unusable, unreadable or indecipherable to unauthorized individuals as specified in guidance issued pursuant to Section 13402(h) of the HITECH Act, including the Breach Notification Rule. Article II — Obliqations and Activities of DBI 2.1 Status of DBI. DBI acknowledges and agrees that it is a Business Associate of the Plan for purposes of the Privacy Rule. 2.2 Permitted Uses and Disclosures of Protected Information. (a) Permitted Uses, DBI shall not use Protected Information other than as permitted by this Agreement. DBI may use Protected Information —(i) in connection with the performance, management and administration of the Services, (ii) in its capacity as a Business Associate to the Pian for the proper business management and administration of QBI, (iii) in its capacity as a Business Associate to the Ptan to carry out DBI's legai responsibilities; (iv) to report violations of law consistent with 45 CFR § 164.502(j); (v) to the extent and for any purpose authori, ed by an individual under 45 CFR §164.508; and (vi) for any purpose provided that no data is identifiable and has been de-identified pursuant to 45 CFR §164.514(b). Noiwithstanding the foregoing sentence, DBI shall not use Protected Information in any manner that violates the Privacy Rule or the HITECH Act (including the restrictions set forth in Sections 13405(d) and 13406 of the HITECH Act, if applicable), or that would violate ihe Privacy Rule or the HITECH Act if so used by the Plan. (b) Permitted Disclosures. DBI shall not disclose Protected Information other than as permitted by this Agreement. DBI may disclose Protected Information —(i) in connection with the performance, management and administration of the Services; (ii) to report violations of law consistent with 45 CFR § 164.502(j); (iii) to the extent and for any purpose authorized by an Individual under 45 CFR §164.508; and (iv) for any purpose provided that no data is identifiable and has been de- identified pursuant to 45 CFR §164.514(b). In addition, DBI may also disclose Protected Information to a third party in its capacity as a Business Associate to the Plan for the proper business management and administration of DBI and to carry out DBI's legal responsibilities; provided, that the disclosure is Required by Law, ur DBI obtains, prior to the disclosure — (1) reasonable assurances from the third party that the Protected Information will be held confidentialty and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the third party, and (2) an agreement ftom the third party that the third party will notify DBI immediately of any instances in which it knows the confidentiallty of the information has been breached. Further, DBI shall disclose, upon request, Protected Information to the Sponsor for Plan Administration Functions and to designated Sponsor employees (or designated Business Associates of the Plan) who are working for or on behalf of the Plan for purposes of Payment and Health Care Operations (including claims assistance activities) consistent with 45 CFR § 164.506(c)(1). Notwithstanding the foregoing three sentences, DBI shall not disclose Protected Information in any manner that violates the Privacy Rule or the HITECH Act (including the restrictions set forfh in Sections 13405(d) and 13406 of the HITECH Act), or that would violate the Privacy Rule or the HITECH Act if so disclosed by the Plan. (c) Minimum Necessarv. To the extent required by the Privacy Rule, DBI shall only request, use and/or disclose the minimum amount of Protected Information necessary to accomplish the purpose of the request, use and/or disclosure. For this purpose, the determination of what constitutes the minimum necessary aenount of Protected Information shall be determined in accordance with Section 164.502(b) of the Privacy Rule, as amended by Section 13405(b) of the HITECH Act. (d) Direct Application of Privacy Rules. DBI shall not use and/or disclose Protected Information or provide any Services that require the use and/or disclosure of Protected Information unless such use and/or disclosure directly complies with this Section 2.2 and Section 13404(a) of the HITECH Act. (e) GINA Provisions. Notwithstanding subsections (a) through (c) above, from and after the effective date required by the Privacy Rule, DBI shall not use and/or disclose Protected Information that is genetic information for underwriting purposes, as set forth in the final regulations issued pursuant to Section 105 of the Genetic Information Nondiscrimination Act of 2008. 2.3 Safequards. DBI shall maintain and use appropriate and commercially reasonable safeguards to prevent use andlor disclosure of Protected Information other than as permitted or required in this Agreement. 2.4 Reports of Prohibited Disclosures. If DBI becomes aware of a disclosure of an Individual's Protected Information by DBl and the disclosure violated the provisions of this Agreement, DBI must inform the Privacy O�cial regarding the prohibited disclosure of the Individual's Protected InformaUon. To the extent that a disclosure described in this Section 2.4 also �.-- — "�mc n , 16 ,. ��r.. Disco��ry �enefits si�»or�y.,. Business Associate Agreement constitutes a Breach of Unsecured PHI, the provisions of this Section 2.4 shall not apply, but rather the provisions of Section 2.8 shall apply. 2.5 Aqents. DBI shall require each of its representatives, agents, contractors and subcontractors (collectively, "Agents") to whom DBI provides Protected Information on behalf of the Plan to agree to observe the restrictions on use and disclosure of the Protected Information imposed upon DBI by this Agreement, the Privacy Rule and the HITECH Act. 2.6 Access by Secretarv. DBI shali make available to the Secretary DBI's interna! practices, books and records (inciuding its policies and procedures) relating to DBI's use and disclosure of Protected Information for the purpose of enabling the Secretary to assess the Plan's and/or DBI's compliance with HIPAA. DBI shall inform the Privacy Officiai of any request sent by the Secretary on behalf of the Plan that is received by DBI, unless it is prohibited by applicabfe law from doing so. 2.7 Mitiaation. DBI agrees to mitigate, to the e�ctent practicable, any harmful effect that is known to DBI of a use or disclosure of Protected Information by DBI in violation of the requirements of this Agreement. 2.8 Notice of Breach of Unsecured PHI. (a) DBI ReQUirements. Upon DBI's discovery of a Breach of Unsecured PHI by DBI which occurs on or after the Compliance Date (as set forth in subsection (d) below}, DBI shall — (1) Pursuant to the requirements set forth in subsection (b) below, provide written notice of the Breach, on behalf of the Plan, without unreasonable delay but no later than sixty (60) calendar days following the date the Breach is discovered or such later date as is authorized under 45 CFR § 164.412, to: (i) each Individual whose Unsecured PHI has been, or is reasonabfy belleved by DBI to have been, accessed, acquired, used or disclosed as a result of the Breach; (ii) the media to the extent required under 45 CFR § 164.406; and (iii) the Secretary to the extent required under 45 CFR § 164.408 (unless the Plan has elected to provide this notification and has informed DBI); (Z} Pursuant to the requirements set forth in subsection (c) below, provide written notice of the Breach to the Privacy Official, as soon as administratively practicable, but no later than three (3) business days after the Breach is discovered; and (3) If the Breach involves less than 500 individuals, maintain a log or other documentation of the Breach which contains such information as would be required to be included if the log were maintained by the Plan pursuant to 45 CFR § 164.408, and provide such log to the Plan within five (5} business days of the Plan's w�tten request. (b) Notice Reauirements. This subsection (b) provides the following special rules that shall each be applicable to the provisions of Section 2.8(a)(1) — (1) The date that a Breach is discovered shall be determined by DBI, in its sole discretion, in accordance with the Breach NoGfication Rule. (2) The content, form and delivery of each of the notices required by Section 2.8(a)(1) shall comply in all respects with the breach notification provisions applicable to the Plan, as set forth in the Breach Notification Rule. (3) DBI shall send the notices described in Section 2.8(a)(1)(i) to each Individual using the address on file with DBI (or as may be otherwise provided by the Plan). If the notice to any Individual is retumed as undeliverable, DBI shall make one additional attempt to deliver the notice to the Individual using such information as is reasonably available to it, or shall take other action required by the Breach Notification Rule. (4) With respect to notices required under Section 2.8(a)(1)(i) and (ii), DBI and the Privacy Official shall cooperate in all respects regarding the drafting and the content of the notices. To that end, before sending any notice to any Individual or the media under Section 2.8(a)(1)(i) or (ii), DBI shall first provide a draft of the notice to the Privacy Official. The Privacy Official shatl have five business days (plus any reasonable extensions) to either approve DBI's draft of the notice or revise the language of the notice. Alternatively, the Privacy O�cial may elect to draft the notice for review by DBI. Once DBI and the Privacy Official agree on the final content of the notice, DBI shall send the notice to the Individuals and/or the media based on the requirements of the Breach Notification Rule. (c) Privacy Official Notice. The notice to the Privacy Official pursuant to Section 2.8(a)(2) shall include the identity of each Individual whose Unsecured PHI was involved in the Breach and a brief description of the Breach. To the extent that DBl does not know the identities of all affected Individuals when it is required to notify the Privacy O�cial, DBI shall provide such information as soon as administratively practicable after such information becomes available. Upon the �,� -- _,��.�R� 17 �iscov�ry f3enefits ���„i;��r;�,. Business Associate Agreement Plan's written request, DBI shall provide such additional information regarding the Breach as may be reasonably requested from time to time by the Plan. (d) Comp�iance Date. For purposes of this Section 2.8, the "Compliance Date" shall rnean February 22, 2010. Nowever, during the period from and after September 23, 2009 and before February 22, 20'CO the Plan shall determine the extent to which the provisions of Section 2.8 shall apply, and if the Plan deterrnines that one or more provisions of this Section 2.8 apply to a Breach of Unsecured PHI by DBI during such time period, DBI shalV follow the applicabie requirements of this Section 2.8. (e) Services Aqreement. DBI reserves the right to charge reasonable, cost based, fees for sending the notices required by this Section 2.8 where the breach was caused by Employer or Covered Entiry ancl not by DBI. Such fees shall be set forth in the Services agreement or otherntise communicated to the Sponsor. Article III — Individual Riqhts Requirements 3.1 DesiQnated Record Sets. (a) General. DBI agrees to maintain a Designated Record Set for the Plan in a manrier and form that will allow the Plan to provide access and amendment rights to an Individual with respect to the Individual's Protected Information in conformance with 45 CFR §§ 164.524 and 164.526. (b) Access Reauests. Upon request from the Plan, DBI shall process and respond to a request by an tndividual for access to an Individual's Protected Information that is maintained by DBI in a Designatec� Record Set pursuant to 45 CFR § 164.524 (an "Access Request"). DBI shall respond to such Access Request within the timeframes required by 45 CFR § 164.524 by fumishing such Protected Information to the Plan. Thereafter, the Plein shall be responsible for sending such information to the Individual. (c) Amendment Requests. Upon request from the Plan, DBI shall process a request by an Individual for amendments to an Individual's Protected Information that is maintained by DBI in a Designated Record Set pursuant to 45 CFR § 164.526 (an "Amendment RequesY'). DBI shall process such Amendment Request within the timeframes required by 45 CFR § 164.526. (d) Coordinatlon with Privacv Official. DBI shall coordinate and cooperate with the Privacy Official (or any other person designated by the Plan Administrator for this purpose) regarding all processing, recordkeeping and documentation issues relating to Access Requests and Amendment Requests. Noiwithstanding the foregoing, DBI shall not be obligated to coordinate with the Privacy Official if an Individual files an Access RE;quest or Amendment Request with DBI and such request is directed solely to DBI. 3.2 Accountinas. (a) Documentation of Disclosures. DBI agrees to document and maintain a log of any and al1 disclosures from and after the date required by 45 CFR § 164.528 made by DBI of Protected Information in a manner and form that will allow the Plan to provide to an Individual an accounting of disclosures of the Individual's Protected Information in conformance with 45 CFR � 164.528. (b) Accountina Requests. Upon request from the Plan, DBI shall process and respond to a request by an Individual for an accounting of disclosures of an Individual's Protecied Information pursuant to 45 CFR § 164.528 (an "Accounting Request"). D61 shall respond to such Accounting Request within the timeframes required by 45 CFR § 164.528 by furnishing such accounting to the Plan. Thereafter, the Plan shall be responsible� for sending such informa6on to the Individual. (c) Coordination with Privacy Official. DBI shall coordinate and cooperate with the Privacy Official (or any other person designated by the Plan Administrator for this purpose) regarding all processing, recordkeeping and documentation issues relating to Accounting Requests. Notwithstanding the foregoing, DBI shall not be obligated to coordinate with the Privacy Officiaf if an Individual files an Accounting Request with DBI and such request is directed solely to DBI. 3.3 Privacv Protection Requests. (a) Restriction Requests on Uses and Disclosures. The Plan and DBI on behalf of the Plan shall not agree to a restriction on the use or disclosure of Protected Information pursuant to 45 CFR § 164.522(a) or Section 13405(a) of the HITECH Act without first consulting with the other party. DBI is not obligated to implement any restriction, if such restriction would hinder Health Care Operations or the Services DBI provides to the Plan, unless such restriction would otherwise be required by Section 13405(a) of ihe HITECH Act. r — --�,,,,,� 18 Discavery Benefits ��unpliiy." Business Associate Agreement (b) Confidential Communication Requests. DBI shail implement any reasonable requests by Individuals relating to a request to receive communications of Protected Information by altemative means or at alternative locations to the extent required by 45 CFR § 164.522(b). (c) Coordination with Privacv Official. DBI shail coordinate and cooperate with the Privacy Official (or any other person designated by the Plan Administrator for this purpose) regarding alI processing, recordkeeping and documentation issues relating to requests under this Section 3.3. Article IV — Electronic Transaction Rule 4.1 Business Associate Requirements. DBI acknowledges that it is a Business Associate of the Plan for purposes of the Electronic Transaction Rule. DBI agrees that it shall comply with all Electronic Transaction Rule requirements that may be applicable to DBI with respect to the Services it provides to and on behalf of the Plan. DBI shall also require each of its Agents to whom DBI provides Protected Information that is received from, or created or received by DBI on behalf of the Plan to comply with the applicable requirements of the Electronic Transaction Rule. 4.2 �onsor Transmissions. Electronic transmissions between DBI and the Sponsor are not required to comply with the Electronic Transaction Rule. Accordingly, the Sponsor hereby represents and warrants that all electronic transmissions with respect to the Plan between the Sponsor (either directly or through its designated agent) and DBI, relating to —(i) enrollment and disenrollment information and (ii) premium payment information, as each are covered by the Electronic Transaction Rule, are sent or received by the Sponsor (either directly or through its designated agent) in the Sponsors capacity as an employer and are not sent or received by the Plan. Article V— Obliqations of Plan 5.1 Privacy Notice. Upon request, the Plan shall provide DBI with a copy of its notice of privacy practices pursuant to 45 CFR § 164.520. 5.2 Authorizations. The Plan shall notify DBI of any changes in or revocations of Individual authorizations for use or disclosure of Protected Information to the extent that such changes or revocations may affect DBI's use or disclosure of Protected Information. 5.3 O�cials. The Plan shall notify DBI of the current name and contact fnformation of the Plan Administrator, the Privacy O�cial and any other person that has the authority to act on behalf of the Plan with respect to the provisions contained in this Agreement. 5.4 Plan Amendments. Sponsor represents that it has amended its Plan documents to include specific provisions to restrict the use or disclosure of PHI and to ensure adequate procedural safeguards and accounting mechanisms for such uses or disclosures, in accordance with the Privacy Rule. 5.5 Additional Certification. The Plan represents and warrants that: (a) it has amended its plan documents, in accordance with 45 CFR § 164.504(� so as to allow the Plan to receive Protected Information; (b} it has received a certification from the Sponsor in accordance with 45 CFR § 164.504( fl(2)(ii), and will provide a copy of such certification to DBI upon request; (c) the plan document amendments permit the Plan to receive Protected Information (including detailed invoices, reports and statements from DBI); and (d) the Plan has determined, through its own policies and procedures and in compliance with Section 13405(b) of the HITECH Act, that the Protected Information that it receives from DBI (including the detailed invoices, reports and statements) contain the minimum infoRnation necessary for the Plan to carry out its Payment and Nealth Care Operations activities. Article VI — Amendment and Termination 6.1 Amendment. No change, modification, or attempted waiver of any of the provisions of this Agreement shall be binding upon any party hereto unless reduced to writing and signed by the party against whom enforcement is sought. DBt agrees to take such action as is necessary to amend this Agreement from time to time as the Plan reasonably determines necessary to comply with HIPAA, or any other applicable law, rule or regulation. 6.2 Term. The Term of this Agreement shall be effective on the date first written above (except as otherwise noted herein) and shall terminate when all of the Protected Information received from the Plan, or created or received by DBI on behalf of the Plan, is destroyed in accordance with the Plan's authorization or is returned to the Plan (or its designated agents) pursuant to Section 6.4. 6.3 7ermination. If one party to this Agreement (the "Non-Breaching Pa�ty") has knowledge of a material violation of this Agreement by the other party to this Agreement (the "Breaching Party"), as determined in good faith by the Non-Breaching Party, the Non-Breaching Party shall promptly: ,. � "�;�,,� 19 E3�sco�ery �enefits 5��„�iay: � Business Associate Agreement (a) Provide an opportunity for the Breaching Party to end and to cure the material violation within a reasonable time specified by the Non-Breaching Party, and if the Breaching Party does not end and cure the material violation within such time (including reasonable extensions that the Non-Breaching Party determines are necessary) to the satisfaction of the Non-Breaching Party, the Non-Breaching Party shall immediately terminate the SE:rvices rendered by DBI and any agreement or contract related thereto; or (b) If a cure is not possible as determined by the Non-Breaching Parry in its sole discretion, the Non-Breaching Party shall immediately terminate the Services rendered by DBI and any agreement or contract related thereto; provided, however, if neither termination nor cure are feasible, the Non-Breaching Party shall report the material violation to the Secretary. 6.4 Effect of Termination. Upon termination pursuant to Section 6.3, the Plan within a reasonable time thereafter shall inform DBI to either destroy or retum to the Plan (or any agents designated by the Plan) the Protected Information that DBI and its Agents maintains in any form, and DBI and its Agents shall retain no copies of the Protected Information. However, in many situaiions DBI maintains one or more backup copies of Protected Inforrnation for auditing, data management and other related purposes and DBI has determined that destruction of all copies of Protected Information that it maintains is infeasible. Therefore, after termination of the Senrices and pursuant to 45 CFR § 164.502(e)(2)(ii)(I), this Agreement shall remain in effect and DBI shall continue to observe and shall ensure that its Agents continue to observe its obligations under this Agreement to the extent copies of the Protected Information are retained by DBI and shall limit further uses and disclosures of Protected Information to the purposes that make its return or destruction infeasible and that are consistent with 1.he Privacy Rule. Article VII — Electronic Securitv Standards 7.1 Definitions. When used in this Article, the following terms shall have the meanings set forth as follows: (a) "Electronic Media° shall have the meaning given to it in 45 CFR § 160.103. (b) "Electronic Protected Information" shall mean Protected Information received frorn the Plan or created or received by DBI on behalf of the Plan that is transmitted by Electronic Media or maintained in Elec:tronic Media. (c) "Security Incident" shall have the meaning given ko it in 45 CFR § 164.304. 7.2 Requ(rements. Pursuant to 45 CFR § 164.314(a)(2)(i), DBI shall: (a) Implement, maintain and document administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected lnformation to the extent required by the Security Rule; (b) Report (pursuant to the terms and conditions of Section 7.3) to the Privacy Official (or such other person designated for this purpose) any Security Incident of which DBI becomes aware and which occurred during the applicable reporting period; and (c) Require each of its agents (including a subcontractor) to whom DBI provides Electronic Protected Information on behalf of the Plan to agree to implement administrative, physical and technical safegua�ds that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected InFormation that is provided to the agent to the extent required by the Security Rule. 7.3 Reporting Protocols. All reports required by Section 7.2(b) shall be provided pursuant to the terms and conditions specified in this Section. (a) Attempted Securitv Incidents. Reporting for any Security Incident involving the attempted unauthorized access, use, disclosure, modification or destruction of Electronic Protected Information (collec:tively, an "Attempted Security Incident") shall be provided pursuant to the standard reporting prolocols of DBI (as determined by DBI). (b) Successful Security Incident. Reporting for any Security Incident involving the successful unauthorized access, use, disclosure, modification or destruction of Electronic Protected Information (collectively, a"Successful Security Incident") shall be provided to the Plan pursuant to the standard reporting protocols of DBI (as determined by D81); provided, that (i) the reports shall af a minimum include the date of the incident, the parties involved (if known, including the names of fndividuals affected), a description of the Successful Security Incident, a description of the Electronic Protected Information involved in the incident and any action taken to mitigate the impact of the Successful Security Incident and/or prevent its future recurrence and (ii) the reports shall satisfy the minimum requirements for Security Incident reporting that may be required from time to time by the Secretary. In addition, Successful Security Incidents shall be reported to the Plan as soon as administratively practicable after the occurrence of the incident taking into account the severity and nature of the incident. Notwithstanding the foregoing, the Plan may request det,ails about one or more Successful r" ._ ' �,,,.,��� 20 t3iscavery B�nefits a��„F,rt,:• Business Associate Agreement Security Incidents, and DBI shali have 30 days ihereafter to furnish the requested information. (c) Breach of Unsecured PHI. To the extent that a Security Incident described in this Section 7.3 also constitutes a Breach of Unsecured PHI, the provisions of this Section 7.3 shall not apply, but rather the provisions of Section 2.8 shall apply. 7.4 Mitiaation. DBI agrees to mitigate, to the extent practicable, any harmful effect that is known to DBI relating to any Security Incident. 7.5 Access bv Secretarv. DBI shall make available to the Secretary DBI's iniernal practices, books and records (including its policies and procedures) relating to the safeguards established by DBI with respect to Electronic Protected Information for the purpose of enabling the Secretary to assess D81 and/or the Plan's compliance with the Security Rule. DBI shall inform the Privacy Official of any request sent by the Secretary on behalf of the Plan that is received by DBI, unless DBI is prevented by applicable law from doing so. 7.6 HITECH Act ComQliance. With respect to Electronic Protected Information and the requirements set forth in this Article VII, DBI shall directly comply with (a) Section 13401(a) of the HITECH Act, including with respect to the administra6ve, physical and technical safeguards described in 45 CFR §§ 164.308, 164.310, 164.312 and 164.316 of the Security Rule and (b) Section 13401(c) of the HITECH Act (relating to annual technical safeguard guidance to be issued by the Secretary). Article VIII — General 8.1 Other Aareements. The Plan and DBI acknowledge and a�rm that this Agreement is in no way intended to address or cover all aspects of the relationship of the Plan and DBI and of the Services that are rendered by DBI to and on behalf of the Plan. Rather, this Agreement deals only with those matters that are specifically addressed herein. Futther, this Agreement supersedes any prior business associate agreements entered into by DBI and the Plan (or any predecessor to the Plan), and shall apply to all Protected Information existing as of the effective date of this Agreement or created or received thereafter while this Agreement is in effect. 8.2 Indemnification. Any indemnification relating to violations of this Agreement by DBI or the Plan (or the Sponsor on behalf of the Plan) shall be addressed to the extent applicable by the Services agreement of the parties. 8.3 Severabilitv. The provisions of this Agreement shall be severable, and the invalidity or unenforceability of any provision (or part thereof) of this Agreement shall in no way affect the validity or enforceabiliry of any other provisions (or remaining part thereo�. If any part of any provision contained in this Agreement is determined by a court of competent jurisdiction, or by any administrative tribunal, to be invalid, illegal or incapable of being enforced, then the court or tribunal shall interpret such provisions in a manner so as to enforce them to the fulfest extent of the law. 8.4 Interpretation. The provisions of this Agreement shall be interpreted in a manner intended to achieve compliance with FiIPAA. Whenever the Agreement uses the term "including" followed by a specific item or items, or there is a passage having a similar effect, such passages of the Agreement shall be construed as if the phrase "without limitation" followed such term (or otherwise applied to such passage in a manner that avoids limitations on its breadth of application). W here the term "and/or" is used in this Agreement, the provision that includes the term shali have the meaning the provision would have if "and" replaced "and/or," but it shall also have the meaning the provision would have if "or' replaced "and/or." 8.5 Counterparts. Any number of counterparts of this Agreement may be signed and delivered, each of which shall be considered an original and all of which, together, shall constitute one and the same instrument. 8.6 Binding Effect. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, assigns and successors in interest. The Plan shall have the right to assign this Agreement to any successor or surviving health plan, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by any such assignee. 8.7 No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, and nothing herein shall confer, upon any person other than the parties hereto any rights, remedies, obligations or liabilities whatsoever. 8.8 Applicable Law. The provisions of this Agreement shall be construed and administered to, and its validity and enforceabil(ty determined under HIPAA. To the extent that HIPAA is not applicable in a particular circumstance, the provisions of this Agreement shall be construed and administered to, and its validity and enforceability determined under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). In the event that HIPAA and ERISA do not preempt state law in a particular circumstance, the laws of the State of North Dakota shall govem. ,.� _. ---- � ; ���- e «. 21 �iscavery B�n��its 8��„�>i�;y: Business Associate Agreement Authorization This Agreement is accepted and agreed to by the parties as of the effective date of this Agreement. The Sponsor: ��� s- =y-►��'—��=� Print Name and Title Signature 3�fS 4°'�` S�vr� s� • �� SponsorAddress ��� �� C1�3�� .. � ' � Di�cav�ry Benefits Discovery Benefits: Suzanne Rehr, Executive Vice President � Sign ture 321 3� Avenue S. Fargo, ND 58103 22 �>impf�(�;,