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HomeMy WebLinkAboutCONEXIS (2)MEMORANDUM OF UNDERSTANDING between the SANTA ANA POLICE DEPARTMENT and the LOS ANGELES COUNTY SHERIFF'S DEPARTMENT This Memorandum of Understanding is by and between the Santa Ana Police Department and the Los Angeles County Sheriff's Department. The Santa Ana Police Department is responsible for general law and traffic enforcement within the city of Santa Ana. The Los Angeles County Sheriffs Department is responsible for the security of passengers and property of the Metrolink Commuter Rail System. The Los Angeles County Sheriff's Department responsibilities are based upon the Sheriff's statutory powers and agreement with the Southern California Regional Rail Authority (SCRRA), operators of the Metrolink heavy rail system. In furtherance of these obligations, the Sheriff of Los Angeles County and the Santa Ana Police Department, acting through their Chief of Police, agree to the following. As used in sections "A" and "B," "law enforcement responsibilities" include directly responding to incidents, investigation, follow-up, and preparation of legal documents and case filings: A. The Los Angeles County Sheriffs Department agrees to accept law enforcement responsibility for: All crimes or incidents occurring or originating on board the Metrolink trains. 2. All thefts of rail property from Metrolink trains. 3. All reports of vandalism to the Metrolink trains. And to: 4. Provide, when requested, statistical data relative to Metrolink passenger stations, parking lots and facilities in the Santa Ana Police Department's jurisdiction, including statistical analyses, trends, and other law enforcement enhancing information. B. The Santa Ana Police Department agrees to accept law enforcement responsibility within their jurisdictional boundaries for: All crimes occurring on the right of way, including rail track. 2. All crimes or incidents originating off the Metrolink trains which continue onto Metrolink trains. 3. All vehicle and pedestrian vs, train accidents along the right of way and at grade crossings. 4. All crimes and/or incidents occurring at Metrolink stations and platforms and in their adjacent vehicle parking facilities. 5. Temporarily detaining suspect(s), when requested by the Los Angeles County Sheriff's Department, until the Los Angeles County Sheriff's Metrolink Bureau can arrive to handle the situation. And to: Appoint a liaison to interact with the Los Angeles County Sheriff's Metrolink Bureau's liaison. A system will be established by which the Sheriff's Metrolink Bureau liaison can access, on a monthly basis, all reports and statistical data collected by the Santa Ana Police Department that pertain to criminal activity and incidents occurring on Metrolink Station platforms, the adjacent parking areas, and rail right of ways within their jurisdiction. Utilizing this system, the Sheriffs Metrolink Bureau liaison and the Santa Ana Police Department liaison will jointly endeavor to reduce criminal and public safety hazards within their respective jurisdictions. C. Joint Responsibilities: Members of the Los Angeles County Sheriff's Department and the SCRRA may respond to assist the Santa Ana Police Department whenever an accident or incident directly or indirectly involves the Metrolink Commuter Rail System, or may impact public safety and/or the safe continued operations of train service. The objective is to render assistance in handling the incident as expeditiously as possible in order to resume or continue public roadway access and train operations for the benefit of the riding public. Both agencies are obliged to examine and identify any condition for which jurisdictional responsibility is not clearly delineated in this memorandum. Such issues shall be resolved promptly. 2 D. Mutual Indemnification: Neither party hereto shall be liable for any damages proximately resulting from the negligent or wrongful acts or omissions of the other party's employees or agents in the performance of this agreement; and each party shall indemnify, defend and hold harmless the other party from any such damages or liability. E. The Los Angeles County Sheriffs Department and the Santa Ana Police Department agree: 1. To review the provisions of this memorandum a minimum of once every two years. 2. That this memorandum remains in force until a proposal for an amendment to this memorandum has been jointly resolved by the signers or their successors. Nothing in this memorandum is to be construed as conflicting with existing laws, regulations, and prescribed responsibilities applicable to the respective parties hereto. A M nell, Sheriff County Sheriff's Department Carlos Rojas, Chief Santa Ana Police Department APPROVEDAS(�TO FORM A Laura A. Rossini Senior Assistant City Attorney 3 Date: '6 o a "d J, Date: -7/P 6As1 INSURANCE ON FILE MdOR1C MAY PROCEED UNTIL INSURANCE EXPIRES adAN S OF COUNCIL ®- (rsar"�� DIRECT CLIENT i�a+lnl�t�r�`bk Client's Name ("Client") CONEXIS ADMINISTRATIVE SERVICES AGREEMENT N -20'h5.-005 CI hurran rexoor%x»r f Client has requested that CONEXIS, a division of WageWorks, Inc. ("CONEXIS"), its parent and affiliates shall provide administrative services as described in this Administrative Services Agreement ("Agreement") for certain employee Benefit Plans ("Benefit Plans") maintained by Client. In consideration of the mutual promises contained in this Agreement, the sufficiency of which is hereby acknowledged, Client and CONEXIS ("each, a "Party" and collectively the "Parties") agree as follows: SECTION 1. Introduction 1.1 Effective Date and Term: This Agreement is effective January 1. 2015 ("Agreement Effective Date") upon being signed ("Executed") by CONEXIS and Client and remains effective until terminated as set forth herein. 1.2 Fee Schedules and Service Appendices: Each attached Fee Schedule and accompanying Service Appendix ("Fee Schedule / Service Appendix") that is specifically incorporated into and made a part of this Agreement constitutes part of this Agreement. Each Fee Schedule / Service Appendix will have a Service Fees Guarantee Period date and each Fee Schedule / Service Appendix can be terminated independently of the other appendices and the Agreement. 1.3 Relationship of the Parties: Client and CONEXIS are independent contractors with respect to each other and nothing in this Agreement will be deemed to create an employee/employer relationship; a partnership; or joint venture between Client and CONEXIS. CONEXIS' only obligation under this Agreement is to provide the Services set forth in the applicable Service Appendix to Client and nothing in this Agreement shall be deemed to confer responsibility on CONEXIS to any person covered under the Benefit Plans, the Covered Employees ("Participants"). SECTION 2. Client Duties 2.1 Benefit Plans: Client has sole responsibility and liability for: (i) establishment and operation of the Benefit Plans, (ii) construing and interpreting the provisions of the Benefit Plans and (iii) deciding all questions of fact arising under the Benefit Plans except as otherwise specifically delegated to CONEXIS in the Fee Schedule/Service Appendix. Client shall not represent to Participants or to any third party that CONEXIS is the "Plan Administrator" or "Named Fiduciary" as defined by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not ERISA is applicable. It is Client's sole responsibility to ensure the Benefit Plans complies with all applicable laws and regulations, and CONEXIS' provision of services under this Agreement does not relieve Client of this obligation or resulting liability related to the Benefit Plan's non-compliance. Client has the sole responsibility to pay any fee or penalty arising from the Benefit Plans that is assessed by the Internal Revenue Service, the Department of Labor, and/or other federal, state, or local governmental agencies provided, however, that. the Client may seek indemnity from CONEXIS for such fee or penalty as set forth in Section 3.7. 2.2 Service Fees: Service Fees as set forth on the Fee Appendix attached hereto ("Service Fees") shall be assessed for each month during which services are performed and the CONEXIS Service Fee Invoice will be distributed by the 7'" business day of the following month per the Client's instructions, to the address or other entity responsible or designated for submitting payment to CONEXIS. Payment of the Service Fee Invoice is due upon receipt of the invoice and considered past due if payment is not received after 30 calendar days from date of invoice. Client retains the ultimate responsibility for.payment of fees regardless of the entity submitting payment. Any unpaid past due Service Fees not reasonably disputed are subject to interest not to exceed 1.5% per month, (18% per annum). A $35.00 fee will be charged for all payments returned Not Sufficient Funds ("NSF"). If Client reasonably and in good faith disputes any charge or amount on any invoice and such dispute cannot be resolved within" thirty (30) days ("Dispute Period") through good faith discussions between the Parties, Client shall pay the amounts due under this Agreement within five (5) business days after the end of the Dispute Period. An amount will be considered disputed in good faith if (i) Client delivers a written statement to CONEXIS on or before the past due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Client, (ii) such written statement represents that the amount in dispute has been determined after investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all undisputed amounts due from Client are paid in accordance with the terms of this Agreement. Disputed amounts shall not be considered past due during the Dispute Period and the five (5) day period following the end of the Dispute Period. If any undisputed amounts owed to CONEXIS under this Agreement become past due as set forth herein, Client acknowledges and agrees that CONEXIS may s� its performance hereunder during any portion of the term that such amounts owed by Client hereunder are f .r C . CONEXIS Initials Client Initials Direct Client Services Agreement 1 V9.0-040111 VY II past due and/or terminate this Agreement for failure to make payments as required herein as set forth in Section 4.9 herein. CONEXIS may also change the service charges and or services as of the date any change is made in postal rates or to law or regulations to the extent such change imposes additional duties or obligations on CONEXIS or requires CONEXIS to carry out its obligations in a manner not otherwise contemplated by this Agreement in force at the time of such change. CONEXIS may, at its sole discretion, revise the applicable Service Fees at the expiration of any Service Guarantee Period, as indicated on the appropriate Fee Schedule by providing Client written notice of such changes, at least sixty (60) days prior to the expiration date of the Fee Schedule. Service Fee Guarantee Periods are only effective with fully Executed Services Agreements. In addition, Service Fees may be revised at any time, if Client makes changes to the Benefit Plans (regardless of reason) that materially revise the nature or volume of the services contemplated by this Agreement and/or the increase of pass through fees from third party service providers to CONEXIS. 2.3 Payments to CONEXIS: Notwithstanding any provision herein to the contrary, Client and CONEXIS agree that any funds submitted by Client or any other individual or entity to CONEXIS in accordance with this Agreement do not include participant's salary reductions. Client further understands that CONEXIS does not hold any funds submitted to CONEXIS by Client in a trust as that term is contemplated by ERISA. Client warrants that: (i) neither it nor any of its employees, directors, representatives, fiduciaries, Benefit Plans (or any entity performing services for Client or such Plans), any of its predecessors, successors or assigns have represented or shall represent to any Participant or beneficiary of the Benefit Plans that a separate account, fund, or trust is being held on behalf of the Benefit Plans by CONEXIS that may be used to.provide or secure benefits under the Benefit Plans; Nothing herein prevents CONEXIS from depositing any such amounts received from Client into a CONEXIS-owned interest bearing account and from retaining such interest. 2.4 Furnish Information to CONEXIS: Client shall furnish to CONEXIS the information reasonably determined by CONEXIS to be necessary to fulfill its duties under this Agreement, including but not limited to, quarterly updates of employee/Participant headcount to the extent that such headcount is applicable for calculating Service Fees and such information shall be provided in a mutually agreeable format. Client shall furnish such headcount within 10 business days of the beginning of each calendar quarter with the corresponding increase/decrease applicable for that quarter. Client understands and acknowledges that CONEXIS will operate on the assumption that the information provided by Client or its designee is accurate and complete and is not liable and will be indemnified and held harmless in accordance with Section 2.5 against errors resulting from inaccurate and/or untimely information provided by Client or its designee. Client agrees that CONEXIS may assess a reasonable additional fee for costs, (e.g. postage and related labor costs) incurred by CONEXIS as reasonably necessary to take corrective action due to inaccurate and/or untimely information received from Client or its designee. 2.5 Indemnify CONEXIS: Client agrees to defend, indemnify and hold harmless CONEXIS, its officers, directors and employees from and against all losses, liabilities, damages, expenses including reasonable attorneys' fees (that are awarded from a court of competent jurisdiction) ("Losses"), resulting from any third party demand, judgment, settlement agreement or lawsuit arising from CONEXIS' performance under this Agreement, including without limitation, claims arising from actions taken by CONEXIS pursuant to Client's express written instructions except to the extent of CONEXIS' negligence or willful misconduct. The foregoing indemnification right is contingent upon CONEXIS satisfying Section 4.17 herein. SECTION 3. CONEXIS' DUTIES 3.1 Recordkeeping: Each Party shall maintain the usual and customary records related to its obligations under this Agreement as required under applicable law. CONEXIS will deliver records held by CONEXIS that relate to administration of the Benefit Plans to Client or its designee within thirty (30) days of receiving Client's written request for the records. Client shall be required to pay CONEXIS' reasonable charges for transportation, for preparation of such data in formats other than CONEXIS' standard format, and for duplication of such records. 3.2 Audit by Client: Client may perform one audit per year (except as required to comply with government mandated audits)of the records specifically related to CONEXIS' duties under this Agreement after providing thirty (30) days prior written notice to CONEXIS. No such Audit shall last more than five (5) business days. For reasonable cause in unusual circumstances, Client may perform additional audits as needed with the understanding that Client will bear the full cost of such audits. Client's auditor may perform audits provided such auditor signs a confidentiality agreement acceptable to CONEXIS and is not a direct competitor of CONEXIS'. Audits must be performed during CONEXIS' standard business hours. CONEXIS will provide reasonable assistance and information to the auditors and Client shall reimburse CONEXIS for CONEXIS' reasonable expenses, including, but not limited to, copying and labor costs associated with the audit. Client will provide CONEXIS with a summary of the findings from each report prepared in connection with any such audit and _� CONEXIS Initials v Client Initials Direct Client Services Agreement 2 V9.0-040111 CONEXIS human )M1pcec r�/w;' provide CONEXIS with a reasonable period of time following receipt of such report to provide written comments to the findings. Such reports will be considered confidential information that may not be further disclosed for any purpose except as required by applicable law. Under no circumstances is Client permitted to audit CONEXIS' records that relate to other Clients. 3.3 Audit by CONEXIS. Client will promptly furnish its financial statements as prepared by or for Client in the ordinary course of its business for the purpose of determining Client's ability to satisfy its financial obligations hereunder. To the extent such financial statements are not otherwise publicly available, such statements will be deemed to be Confidential Information and shall be used by CONEXIS solely for the purpose of determining Client's ability to perform its duties hereunder. If CONEXIS' review of financial statements causes CONEXIS to question Client's ability to perform its duties hereunder, CONEXIS may request, and Client shall provide to CONEXIS, reasonable assurances of Client's ability to perform its duties hereunder. Failure by Client to provide such reasonable assurances to CONEXIS shall be deemed a material breach of this Agreement. Furthermore, Client shall notify CONEXIS immediately in the event there is a change of control or material adverse change in Client's business or financial condition since the Effective Date. 3.4 Standard of Care: In performing its duties and obligations under this Agreement, CONEXIS and its subcontractors shall exercise a standard of care that includes the following: (i) exercising the level of care in the performance of its duties hereunder generally exercised by reasonable and prudent service providers performing similar services and (ii) exercising commercially reasonable efforts, in accordance with this Agreement, to assist the Client with ensuring that the Benefit Plans comply with all applicable federal laws and regulations. 3.5 Nature of Duties: The services to be performed by CONEXIS under this Agreement shall be ministerial in nature and shall generally be performed in accordance with CONEXIS' standard operating procedures. It shall not be considered a breach of this Agreement if CONEXIS refuses to perform services generally required under this Agreement if the manner in which Client desires such services to be performed requires material changes to CONEXIS' operating procedures that were not contemplated at the time the Parties entered into the Agreement. CONEXIS, at its discretion, shall act in accordance with Client's written instructions subject to Section 2.5 herein. Client acknowledges that CONEXIS is not an accounting or law firm and no services provided by CONEXIS in accordance with this Agreement should be construed as legal, accounting, or tax advice in providing administrative services under this Agreement. 3.5 Customer Service and Electronic Administrative Services: Except during times of scheduled maintenance and company scheduled closures, CONEXIS shall provide telephonic or Web -based electronic access to: i) Client Services personnel for Client Representative(s) during CONEXIS' standard business hours (8:00 AM — 5:00 PM Central Time) Monday through Friday (telephonic support); ii) Participant Services personnel for Client's Qualified Beneficiaries ("Continuants") and Participants (7:00 AM to 7:00 PM Central Time) Monday through Friday (telephonic support); iii) Administrative Services support twenty-four (24) hours per day, seven (7) days per week for Client's Representatives, Participants and Continuants (Web -based electronic access). 3.7 Indemnify Client: CONEXIS agrees to indemnify, defend, and hold harmless Client, its officers, directors and employees from and against all losses, liabilities, damages, expenses including reasonable attorneys' fees (that are awarded from a court of competent jurisdiction) ("Losses") arising out of CONEXIS' material breach of the standard of care set forth in this Agreement. Notwithstanding the foregoing, CONEXIS will not be liable to Client in a breach of contract claim for other than monetary, compensatory damages that are reasonably foreseeable and ascertainable, regardless of whether or not CONEXIS was informed of the possibility of such damages. CONEXIS further agrees to indemnify and hold harmless Client, its officers, directors and employees from any claim, demand, or expense arising from the negligent act or omission or willful misconduct of a subcontractor of CONEXIS who assists CONEXIS with the performance of its duties under this Agreement. The foregoing indemnification right is contingent upon Client satisfying Section 4.17 herein. SECTION 4. GENERAL PROVISIONS 4.1 Entire Agreement: This Agreement embodies the entire understanding between CONEXIS and Client regarding the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements relating to the same subject matter. Client further agrees that this Agreement supersedes any prior service agreement(s) between the Parties (or their predecessors) and acknowledges that the execution of this Agreement will serve as written notice of termination of such prior written agreement(s). 4.2 Severability: The provisions of this Agreement shall be severable and the invalidity or unenforceability of any provision(s) hereof shall not affect the validity or enforceability of the remaining provisions provided the basic purpose of this Agreement can still be achieved through the execution of the remaining valid provisions. 4.3 Titles/Heading/Numbering: The titles/headings/numbering of the sections herein are for convenience of reference only and are not to be considered in construing this Agreement. Corals Client Initials Direct Client Services Agreement 3 V9.0-040111 CONEXIS 6--,"„ , t.",".�W 4.4 Waiver; Modification; Amendment: No waiver, modification or amendment of this Agreement shall be valid or binding unless the same is in writing and duly Executed by both Parties, except as otherwise set forth herein. 4.5 Assignment: Notwithstanding any acquisition or merger of either Party, neither Client nor CONEXIS may assign this Agreement without the other Party's prior written consent, which such consent shall not be unreasonably withheld, conditioned, or delayed. Any attempt or purported assignment in violation of the foregoing shall be void. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns. 4.6 Confidential Information: In addition to the HIPAA BUSINESS ASSOCIATE SCHEDULE, Client and CONEXIS each acknowledge that in performance of this Agreement, each Party has and will continue to disclose to the other, proprietary and confidential information ("Confidential Information"). The term "Confidential Information" shall mean all data, trade secrets, and other information of any kind whatsoever that a Party ("Discloser") discloses, in writing, orally, visually or in any other medium, to the other Party ("Recipient") or to which Recipient obtains access and that relates to Discloser's business or, in the case of CONEXIS, its customers or is otherwise identified by the Discloser as confidential or proprietary. A "writing" shall include an electronic transfer of information by e-mail, over the Internet or otherwise. Each of the Parties, as Recipient, hereby agrees that it will not, and will cause its employees, agents and subcontractors not to disclose Confidential Information of the other Party, during or after the term of this Agreement, other than on a "need to know" basis and then only to: (a) affiliate employers (defined as a business entity now or hereafter controlled by, controlling or under common control with a Party); (b) employees; (c) officers; (d) agents and/or (e) subcontractors provided that any third parties who receive Discloser's Confidential Information from Recipient or on behalf of Recipient are subject to a written confidentiality agreement that shall be no less restrictive than the provisions of this Section; and (f) as required by law or as otherwise expressly permitted by this Agreement. If Recipient is required by law to disclose Discloser's Confidential Information, Recipient will promptly notify Discloser and reasonably cooperate with Discloser if Discloser takes action to prevent any such disclosure. Client further agrees that CONEXIS may communicate confidential, protected, privileged or otherwise sensitive information to Client through a named contact designated by Client ("Named Contact") and specifically agrees to indemnify and hold harmless CONEXIS for any such communications directed to Client through the Named Contact attempted via facsimile, mail, telephone, email or any other media, acknowledging the possibility that such communications may be inadvertently misrouted or intercepted once CONEXIS has sent such to Client. The obligations of confidentiality in this Section shall not apply to any information that (i) Recipient rightfully has in its possession when disclosed to it, free of obligation to Discloser to maintain its confidentiality; (ii) Recipient independently develops without access to Disclosers Confidential Information; (iii) is or becomes known to the public other than by breach of this Section or (iv) is rightfully received by Recipient from a third party without the obligation of confidentiality. Any combination of Confidential Information disclosed with information not so classified shall not be deemed to be within one of the foregoing exclusions merely because individual portions of such combination are free of any confidentiality obligation or are separately known in the public domain. Each Party hereby agrees that it will not disclose Confidential Information of the other Party during or after the Term of this Agreement, other than as necessary to satisfy its obligations herein or as otherwise permitted herein, and then only to, the Party's affiliates, the Party's employees, agents, officers, independent contractors, or subcontractor provided that subcontractor agrees to terms of confidentiality; and as required by law or as otherwise expressly permitted by this Agreement. Notwithstanding the above, CONEXIS acknowledges that Client is a public entity bound by the laws and statutes of the State of California and the United States and as such the records of Client, including this Agreement, are public record and subject to public disclosure. 4.7 Disclosure of Individually Identifiable Health Information: Client and CONEXIS agree to protect the confidentiality of and to only use and disclose protected health information (as that term is defined in 45 C.F.R. 164.300) as set forth in the HIPAA BUSINESS ASSOCIATE SCHEDULE attached hereto and incorporated into and made a part of this Agreement. If there is a conflict between this Agreement and the HIPAA BUSINESS ASSOCIATE SCHEDULE the HIPAA BUSINESS ASSOCIATE SCHEDULE will control with respect to its subject matter. 4.8 Notices and Communications: All notices between Client and CONEXIS provided for herein shall be sent by confirmed facsimile; by guaranteed overnight mail, with tracing capability; by first class United States mail, with postage prepaid; or by email addressed to the other party at their respective addresses as set forth below for CONEXIS and on the signature page for the Client. CONEXIS, a division of WageWorks, Inc. Email: contractadministration@CONEXIS.com 6191 North State Highway 161, Suite 400 FAX: 1.800.806.9112 Irving, TX 75038 Notices shall be deemed provided when sent except as otherwise set forth in this Agreement. Emails sent to CONEXIS should be sent to the appropriate CONEXIS Service Representative or Contract Administration. Both Parties agree to promptly notify the other of any changes in addresses and/or email addresses that neither party shall be responsible on — greement for notices sent prior to notification of a change in the address. 9 1, CONEXIS Initials Client Initials Direct Client Services Agreement 4 V9.0-040111 CONEXIS IIVWr p,z vHFGuvC@<<,i 4.9 Termination: If there is more than one Fee Schedule / Service Appendix attached hereto, termination of one Fee Schedule / Service Appendix will not terminate the entire Agreement, but termination of the Agreement will terminate all Fee Schedule / Service Appendix. a. Agreement -- Either Party may terminate this Agreement or a Fee Schedule/Service Appendix without a showing of cause by providing sixty (60) days prior written notice to the other Party. Termination without cause will be effective on the last day of the month following the 60 -day period the notice was provided by terminating Party or the end of such longer period set forth in the notice of termination. Client acknowledges that termination of a Fee Schedule I Service Appendix prior to the expiration of a Service Fee Guarantee Period will result a financial penalty defined in Section 4.9b. b. Notwithstanding anything to the contrary, CONEXIS may terminate this Agreement with thirty (30) days prior written notice if Client is past due on any undisputed amounts that it owes hereunder and fails to cure within that thirty (30) day period. If CONEXIS agrees to reinstate services following notice of termination, Client acknowledges that CONEXIS may charge a reinstatement fee. Either party may terminate this Agreement immediately, by providing written notice to the other if: (i) such other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers, or permits the appointment of a receiver for its business or assets or (ii) becomes subject to any proceedings under Bankruptcy or insolvency law of which does not result in a reorganization (ii) fails to cure a material breach within thirty (30) days following written notice from the non -breaching party of the breach. Termination of this Agreement will not terminate the rights or obligations of either party arising prior to the effective date of such termination. 4.10 Interpretations: Client and CONEXIS agree that this Agreement's terms will be construed fairly and not in favor of or against a party based solely on which party drafted the Agreement's terms. 4.11 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the state of California without regard for conflicts of law principles. Any proceeding initiated by CONEXIS to enforce this Agreement or enjoin its breach shall be initiated and prosecuted in a federal or state court of general jurisdiction sitting in the county and state in which Client's headquarters are located. Any such proceeding initiated by Client shall be initiated and prosecuted in a federal or state court of general jurisdiction sitting in Orange County, California. 4.12 No Third Party Beneficiaries: Nothing express or implied in this Agreement is intended to confer upon any person other than Client and CONEXIS and their respective successors or assigns, any rights, remedies or obligations whatsoever. 4.13 Force Majeure: CONEXIS and Client will not be deemed in default of this Agreement, nor held responsible for, any cessation, interruption or delay in the performance of its obligations to provide such services hereunder due to causes beyond its reasonable control, including, but not limited to, natural disaster, act of God, labor controversy, civil disturbance, disruption of the public markets, terrorism, war or armed conflict, or the inability to obtain sufficient materials or services required in the conduct of its business from CONEXIS' vendors or other parties, including Intranet or Internet access, or any change in or the adoption of any law, judgment or decree. This clause shall not apply to Client's obligations to pay CONEXIS' fees related to this Agreement. 4.14 Warranties and Representations: CONEXIS and Client represents and warrants the following: (i) The Parties will comply with applicable law in carrying out their respective obligations hereunder; (ii) Its agreement to each provision contained in this Agreement is a duly authorized, legal, valid, binding and enforceable Agreement. (iii) The signature appearing for the Client on this Agreement is the true signature of a person authorized to execute the Agreement on behalf of the Client with respect to the Services, (iv) The Client will not instruct CONEXIS to perform any service or perform a service in any manner that it knows or reasonably should know will violate applicable law. 4.15 Intellectual Properties: CONEXIS retains all rights, title, and interest in and to all software, web pages, web services, documents, processes and any other information, equipment, and materials (including with no limitation the intellectual property rights) used in connection with the providing of services identified in this Agreement, including those developed by CONEXIS for use by Client and their employees. 4.16 Survival: In the event of expiration or termination of this Agreement, the Indemnity Sections 2.5 and 3.7; Confidentiality and Privacy Provisions Section 4.6; and the Recordkeeping Section 3.1 of this Agreement shall survive its termination. 4.17 Indemnification Notice: If any civil, criminal, administrative or investigative action or proceeding (each, a "Claim") is commenced against any Party entitled to indemnifications hereunder (an "Indemnified Party"), written notice thereof CONEXIS Initials 9rc, Client Initials Direct Client Services Agreement 5 V9.0-040111 CONEXIS shall be given to the party that is obligated to provide indemnification (the "Indemnifying Party") as promptly as practicable but in any event within thirty (30) days. After such notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a written notice delivered to the Indemnified Party not less than 10 days prior to the date on which a response to such Claim is due, to take control of the defense and investigation of such Claim and to employ and engage attorneys of its choice to handle and defend the same, at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising there from; provided, however, that the Indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising there from. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party. After written notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of any such Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided hereunder, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. 4.18 Limitation of Liability. IN NO EVENT OR UNDER ANY CIRCUMSTANCE SHALL ANY PARTY BE LIABLE TO ANOTHER PARTY FOR ANY LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER THAT THE FOREGOING SHALL NOT BE INTERPRETED TO LIMIT INDEMNIFICATION FOR ANY DAMAGES ASSESSED IN FAVOR OF A THIRD PARTY IN CONNECTION WITH A CLAIM AGAINST AN INDEMNIFIED PARTY TO THE EXTENT THE INDEMNIFIED PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER. Section 5.0 Performance Standards and Guarantee Performance Standards and Guarantees are only available to those Clients who have a fully Executed Services Agreement on file with CONEXIS. 5.1 In consideration of the mutual promises set forth below and for the fees set forth in the Fee Schedule, Client and CONEXIS agree as follows: 5.1.1 "Calendar Quarter" will mean each quarter of a calendar year (e.g., Jan. 1 — Mar. 31; Apr 1 — Jun 30; Jul 1 — Sep. 30; Oct. 1 — Dec. 31). 5.1.2 "Percentage at Risk for Service Fee Reduction" will mean the percentage of the monthly fee that may be reduced as a result of failing to meet the particular Performance Standard in a Calendar Quarter. 5.1.3 "Performance Standard" will mean specific standards, described in the Exhibit, which is part of the attached Services Appendix for each described service to which CONEXIS has committed to meet or exceed for all similarly situated Clients in each Calendar Quarter. 5.1.4 "Quarterly Performance Report" will mean the specific report, delivered to Client for each Calendar Quarter, which contains CONEXIS' actual performance against each Performance Standard for Client. The Quarterly Performance Report will be formatted as CONEXIS deems appropriate. 5.1.5 "Performance Standards Effective Date" will be the first Calendar Quarter following the execution of the Services Agreement. 5.1.6 "Service Fee Reduction" will mean the total amount of reduction of monthly Service Fees, as defined in the Agreement, based on CONEXIS failing to meet one or more Performance Standards, in accordance with the Exhibit attached to the appropriate Service Appendix describing the three services offered with performance standards. The Service Fee Reduction is calculated by adding the percentages associated with each Performance Standard not met by CONEXIS. Then multiplying that percentage by the total of monthly Service Fees invoiced by CONEXIS to the Client for that particular Calendar Quarter for that particular service CONEXIS is performing AIGZi'!r�:1�3mt . G Client Initials Direct Client Services Agreement 6 Vg.0-040111 V9 CONEXIS harn¢n rescure atop for Client. In no case shall the percentage available for Service Fee Reduction exceed 10% as indicated in the Performance Standards Exhibit for any given Calendar Quarter. 5.2 CONEXIS' Responsibilities. CONEXIS will measure its performance against all of the Performance Standards in each Calendar Quarter. CONEXIS will adopt standard processes and procedures for measuring timeliness, resolution of inquiries, call abandonment, and accuracy and all other Performance Standards described in the Exhibit. CONEXIS retains final authority for determining whether one or more Performance Standards have been met but will consider any reasonable objections made by Client within ten (10) business days of the issuance of the Quarterly Performance Report, in accordance with the Performance Standards Exhibit. In no event will CONEXIS be in breach of the Agreement into which this Exhibit is incorporated or of any standard of care solely by reason of failing to meet a Performance Standard set forth herein. On or about forty-five (45) calendar days after the end of each Calendar Quarter, CONEXIS will distribute the Quarterly Performance Report to the Client. CONEXIS will refund the Service Fee Reduction to Client for any missed Performance Standard(s) in accordance with this Performance Standards Exhibit, by applying such Service Fee Reduction as a one-time credit against future Services Fees in the following Calendar Quarter. For example, a Service Fee Reduction in the 1st Calendar Quarter of a given year would be applied to Service Fees in the 2nd Calendar Quarter. If CONEXIS is not able to perform services under this Agreement due to a force majeure event as defined in Section 4.13 or other serious event beyond its reasonable control (such as but not limited to, severe weather conditions that delay the opening or cause the closing of a CONEXIS facility), then at CONEXIS sole discretion, the standards set forth in this Exhibit shall not apply during the period that CONEXIS is unable to perform. 5.3 Client Responsibilities. Client is responsible for reviewing the Quarterly Performance Report and addressing any definitions, concerns, or objections to the contents of the Quarterly Performance Report with the appropriate CONEXIS Client Services Manager within ten (10) business days of the issuance of the Quarterly Performance Report. Client's right to any Service Fee Reduction is conditioned upon Client paying all undisputed Service Fees in that particular Calendar Quarter in full and when due, in accordance with the Agreement. In the event that a Service Fee Reduction was otherwise due but the Agreement was subsequently terminated due to failure of Client to pay all undisputed Service Fees, the Service Fee Reduction shall not be applied and CONEXIS shall be eligible to recover all undisputed Service Fees and applicable penalties and interest due without regard to the Service Fee Reduction. Client's right to any Service Fee Reduction is also conditioned on remaining an active Client on the date that CONEXIS distributes the Quarterly Performance Report to Client. 5.4 Performance Standards. These Performance Standards apply to the Services Agreement, only to the extent that CONEXIS is providing such Services to the Client, and the Client is paying CONEXIS directly for this service as indicated in the Fee Schedule — Schedule of Service Fees. CONEXIS reserves the right to modify or eliminate one or more Performance Standards or Service Fee Reductions, as long as such modifications or elimination does not impact the quality of service or performance of the standards, upon 30 day written notice to Client prior to the next Calendar Quarter. CONEXIS Initials �) �_(` Client Initials Direct Client Services Agreement 7 V9.0-040111 . CONEXIS .e�rm my icspwcay (uP 6. INSURANCE. Prior to undertaking performance of work under this Agreement, CONEXIS shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: claim. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per A. The following requirements apply to the insurance to be provided by CONEXIS pursuant to this section: (i) CONEXIS shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) CONEXIS of insurance shall be furnished to the Client upon execution of this Agreement and shall be approved in form by the City Attorney of Client. (iii) CONEXIS and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Client. B. If CONEXIS fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Client with required proof that insurance has been procured and is in force and paid for, the Client shall have the right, at the Client's election, to forthwith terminate this Agreement. Such termination shall not effect CONEXIS' right to be paid for its time and materials expended prior to notification of termination. CONEXIS waives the right to receive compensation and agrees to indemnify the Client for any work performed prior to approval of insurance by the Client. REMINDER OF PAGE INTENTIONALLY LEFT BLANK CONEXIS Initials Client Initials Direct Client Services Agreement 8 V9.0-040111 OI !141P.0 tY I >tl USe"Afui Client and CONEXIS have caused this Agreement to be Executed in their names by their undersigned officers or authorized representatives, the same being duly authorized to do so. Client/Company FAX: (714) 647-5321 Client/Contact Email: kcrook@Santa-ana.ors Client/Company Name: City of santa Ana Client/Company Address: 20 Civic Center Plaza M-34 CONEXIS, a division of Wa eWorks, Inc. Eva Boucher, CCEP Executive VP, Chief Compliance Officer Date; APPROVED AS TO FORM: SONIA R. CARVALHO City Attgt y By: C/e A�Sai"st J epp Stra ant City Attorney CONEXIS Initials Santa Ana, CA 92702 Client Authorized Signature David Cavazos, City Manager Printed Name and Title Date:JT 7.0 1_ RECOMMENDED FOR APPROVAL: - Edward Raya Executive Director — Personnel Services Agency ATTEST. �M RIA . HUIZOAR CLERK OF THE COUNCIL Client Initials Direct Client Services Agreement 9 V9.0-040111 013CON EXIS human resourceful' HIPAA BUSINESS ASSOCIATE SCHEDULE This HIPAA Business Associate Schedule (the "HIPAA Schedule") is entered into by Client, on behalf of itself as a group health plan sponsor and one or more of the Group Health Plans maintained by Client, and CONEXIS. This HIPAA Schedule is specifically incorporated into and made a part of this Services Agreement between CONEXIS and Client ("Agreement"). CONEXIS recognizes that in the course of performing services for and on behalf of the Group Health Plants) in accordance with the Agreement. CONEXIS will create, receive, or maintain Protected Health Information ("PHI") on behalf of the Plan. Consequently, CONEXIS is a "Business Associate" (as defined in 45 CFR § 160.103) of the Plan and is entering into this Schedule as necessary to satisfy the requirements of 45 CFR §§ 164.502(e) and 164.504(e)(1). Both Client and CONEXIS acknowledge and agree that CONEXIS is an independent contractor and is not an "agent" of Client. All provisions of this Schedule reflect the requirements of the Health Information Technology for Economic and Clinical Health Act ("HITECH") that are effective as of September 23, 2013. If there is a conflict between the Agreement and this HIPAA Schedule with regard to the subject matter herein, this HIPAA Schedule controls. SECTION 1.0 DEFINITIONS The following terms are capitalized throughout and are specifically defined as follows: 1.1 "Group Health Plan" or "Plan" will have the same meaning as the term "group health plan" in 45 CFR § 160.103; however, such term shall be limited to the group health plans administered by CONEXIS in accordance with the Agreement. This term does not include any Health Savings Account, as defined in 26 USC § 223, for which CONEXIS provides related services in accordance with the Agreement. 1.2 "Privacy Breach" will have the same meaning as "Breach" set forth in 45 CFR § 164.402. 1.3 "Privacy Rule" will mean the Standards for Privacy of Individually Identifiable Health Information in 45 CFR Part 160 and 164, Subparts A and E. 1.4 "Protected Health Information" or "PHI" will have the same meaning as the term "protected health information" in 45 CFR § 160.103 and will include any electronic protected health information as defined in 45 CFR § 160.103. Notwithstanding anything to the contrary herein, PHI will not include information received by CONEXIS from Client or its designee that is related to an individual's enrollment (or disenrollment) in the Plan and is provided to CONEXIS solely for the purpose of assisting Client with its enrollment obligations under the Plan. 1.5 "Required by Law" will have the same meaning as the term "required by law" in 45 CFR § 160.103. 1.6 "Secretary" will mean the Secretary of the Department of Health and Human Services or his designee. 1.7 "Security Incident" will have the same meaning as the term "security incident" in 45 CFR § 164.304. 1.8 "Security Rule" will mean the Security Standards for the Protection of Electronic Protected Health Information in 45 CFR § 164.302 at seq. All other terms not specifically defined above shall have the same meanings specifically allocated to such terms by the Privacy and Security Rule. Direct Client Services Agreement 10 V10.0-050114 0113C0NEXIS human resourceful® SECTION 2.0 OBLIGATIONS OF CONEXIS IN ITS CAPACITY AS BUSINESS ASSOCIATE 2.1 Not use or disclose PHI other than as permitted or required by this Schedule; 2.2 Use appropriate safeguards, and comply with the Security Rule to prevent use or disclosure of PHI other than as provided for by this HIPAA Schedule. Except as otherwise set forth in Section 2.3, CONEXIS will report to the Plan any use or disclosure of PHI than as otherwise provided by this Agreement, including but not limited to any Privacy Breaches and any successful Security Incidents, as soon as reasonably possible, but in no event later than thirty (30) calendar days, of becoming aware of such use or disclosure. CONEXIS will periodically report any unsuccessful Security Incidents, as determined necessary by CONEXIS; 2.3 If CONEXIS determines that any such use or disclosure is a Privacy Breach, it will provide notice to the Plan in accordance with 45 CFR § 164.410 and 45 CFR § 164.412. With respect to any Privacy Breaches, CONEXIS may, in its sole discretion, provide any of the following: (i) notice to affected individuals, including any substitute notice as necessary in accordance with 45 CFR § 164.404; (ii) if required, notice to a media outlet in accordance with 45 CFR § 164.406; 2.4 In accordance with 45 CFR § 164.502(e)(1)(ii) and 45 CFR § 164.308(b)(2), if applicable, ensure that any subcontractors that create receive, maintain, or transmit PHI on behalf of CONEXIS on or after September 23, 2014 agree to the same restrictions, conditions, and requirements that apply to. CONEXIS with respect to such information. Prior to September 23, 2014, CONEXIS agrees to obtain reasonable assurances from any subcontractors who receive PHI from CONEXIS that such subcontractors will use and disclose PHI received from CONEXIS according to terms and conditions that are substantially similar to those applicable to CONEXIS herein; 2.5 Make available PHI in a designated record set to the Individual in accordance with 45 CFR § 164.524. If the individual makes the request directly to the Plan and Plan requests such PHI from CONEXIS, CONEXIS will provide such information to the Plan as soon as reasonably possible but not later than ten (10) business days following the request; 2.6 Make any amendment(s) to Protected Health Information in a designated record set as directed or agreed to by the Plan pursuant to 45 CFR § 164.526, or take other measures as necessary to satisfy Plan's obligations under 45 CFR § 164.526; 2.7 Maintain and make available the information required to provide an accounting of disclosures to the individual in accordance with 45 CFR § 164.528. If the individual makes the request directly to the Plan and Plan requests such PHI from CONEXIS, CONEXIS will provide such information to the Plan as soon as reasonably possible but not later than ten (10) business days following the request; 2.8 To the extent CONEXIS agrees to carry out one or more of Plan's obligation(s) under the Privacy Rule, CONEXIS will comply with the requirements of the Privacy Rule that apply to the Plan in the performance of such obligation(s); and 2.9 Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules, Direct Client Services Agreement 11 V10.0-050114 `CON EXIS human resourceful` SECTION 3.0 PERMITTED USES AND DISCLOSURES OF PHI BY CONEXIS 3.1 CONEXIS may use or disclose PHI as necessary to carry out its obligations under the Agreement, including disclosing PHI to any subcontractors who are assisting CONEXIS with its obligations under the Agreement. 3.2 CONEXIS may use or disclose PHI as Required by Law or in accordance with any court order or subpoena to the extent that disclosures made in accordance with such court order or subpoena comply with the Privacy Rules. 3.3 Except as provided in Section 3.4 below, CONEXIS may not use or disclose PHI in a manner that would violate the Privacy Rule if done by the Plan. 3.4 CONEXIS may: 3.4.1 use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate; 3.4.2 disclose PHI for the proper management and administration of CONEXIS or to carry out the legal responsibilities of CONEXIS, provided the disclosures are required by law, or CONEXIS obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies CONEXIS of any instances of which it is aware in which the confidentiality of the information has been breached; 3.4.3 provide data aggregation services relating to the health care operations of the Plan; and 3.4.4 use any information that has been de -identified in accordance with 45 CFR § 164.514. SECTION 4.0 OBLIGATIONS OF THE CLIENT AND PLAN 4.1 Client: 4.1.1 will provide CONEXIS with written notice identifying the Plan's and the Client's designated representatives for purposes of this Schedule; 4.1.2 warrants and represents that all plan amendments required by 45 CFR § 164.504(f) have been executed so that Client's designated representatives are permitted to access and receive PHI from the Plan. 4.2 The Client, acting on behalf of the Plan shall notify CONEXIS of the following: 4.2.1 Any limitation(s) in the Plan's notice of privacy practices (as required by 45 CFR § 164.520), to the extent that such limitation may affect CONEXIS' use or disclosure of PHI; 4.2.2 Any changes in, or revocation of, the permission by an Individual to use or disclose his or her PHI, to the extent that such changes may affect CONEXIS' use or disclosure of PHI; 4.2.3 Any restriction on the use or disclosure of PHI that the Plan has agreed to or is required to abide by in accordance with 45 CFR § 164.522, to the extent that such restriction may affect use or disclosure of PHI; and Direct Client Services Agreement 12 V10.0-050114 `CON EXIS human resourceful" 4.2.4 acknowledges and agrees that CONEXIS is not bound by any such limitations or restrictions identified above to the extent such restrictions are not otherwise required by the Privacy Rules and CONEXIS has not consented to such limitations or restrictions in advance. CONEXIS agrees not to unreasonably withhold consent. 4.3 Client shall not request CONEXIS to use or disclose PHI in any manner that would not be permissible under the Privacy Rules if done by the Plan or as otherwise permitted by this Schedule. SECTION 5.0 TERM AND TERMINATION 5.1 This Schedule shall be effective as of the date of the Agreement and shall terminate as of the earlier of the following occurs: 5.1.1 The Agreement terminates; 5.1.2 CONEXIS' services on behalf of the Plan are terminated; and 5.1.3 The date either Party terminates for cause as authorized in Section 5.2. 5.2 A Party may terminate this Schedule if a Party determines the other Party has violated a material term of the Schedule and such breach has not been cured by the breaching Party within a reasonable period of time, not to exceed thirty (30) days. 5.3 Upon termination of this Schedule for any reason, CONEXIS may: 5.3.1 retain only that PHI which is necessary for CONEXIS to continue its proper management and administration or to carry out its legal responsibilities; 5.3.2 return to Plan or, if agreed to by Plan, destroy the remaining PHI that that CONEXIS still maintains in any form; 5.3.3 continue to use appropriate safeguards and comply with the Security Rule to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as CONEXIS retains the PHI; 5.3.4 not use or disclose the PHI retained by CONEXIS other than for the purposes for which such PHI was retained and subject to the same conditions set out herein which applied prior to termination; and 5.3.5 return to Plan or, if agreed to by Plan, destroy the PHI retained by CONEXIS when it is no longer needed by CONEXIS for its proper management and administration or to carry out its legal responsibilities. 5.4 The obligations prescribed in this Section shall survive the termination of this Schedule. SECTION 6.0 MISCELLANEOUS 6.1 A reference in this Agreement to a section in the Privacy or Security Rules means the section as in effect or as amended. Direct Client Services Agreement 13 V10.0-050114 `CON EXIS human resourceful® 6.2 The Parties agree to take such action as is necessary to amend this Schedule from time to time as is necessary for compliance with the requirements of the Privacy or Security Rules and any other applicable law. 6.3 Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. 6.4 Client warrants and represents that it is duly authorized to act on behalf of the Plan and that its actions hereunder legally bind the Plan as though the Plan is a party to this Schedule. For Client (on behalf of itself and the Plan(s)) For CONEXIS, a division of WageWorks, Inc. David Cavazos Eva Boucher Name Name _ City Manager Title _ Signature Executive Vice President and Chief Compliance Officer Title � 6,LL 9 Signature 9,d Date Date MARIA D. HUIZAR CLE''RK OF THE COUNCIL Direct Client Services Agreement 14 V10.0-050114 ` c�� axis ;:' human resourceful° CONEXIS FEE SCHEDULE / SERVICE APPENDIX CLIENT: City of Santa Ana ALL FEES BILL TO: City of Santa Ana, Personnel Services/Employee Benefits This Fee Schedule / Service Appendix is incorporated into and made a part of the CONEXIS Services Agreement ("Agreement'). If there is a conflict between this Fee Schedule I Service Appendix and the Agreement, the Agreement controls. Client understands and acknowledges that CONEXIS is entitled to reimbursement of implementation costs and expenses ('Implementation Expenses") not otherwise passed on to Client if this Agreement or the Fee Schedule/Service Appendix is terminated by Client without show of cause within the Service Fees Guarantee Period of any Fee Schedule I Service Appendix. In the event CONEXIS is entitled to reimbursement of Implementation Expenses herein, Client agrees to pay the Implementation Fee to CONEXIS within thirty (30) days of the effective date of the termination date. Penalty is assessed per Fee Schedule / Service Appendix with an in effect Service Fee Guarantee Period. HOW TO COMPLETE THIS PAGE: This Fee Schedule must be signed by an authorized representative of the Bill To party. By signing this Fee Schedule, the Bill To party agrees to the fees outlined for the Standard Services. Optional Services may be selected by initialing in the space provided next to the chosen service(s). If an optional service is not selected in this manner, the service will not be provided. Fees for Flexible Spending Account Administration R72TS Plan Documentation and Setup Fee $150.00 Required R15T2 Monthly Administration Fee $4.25 Required R21 DK Section 125 Tests ($100 per set of two tests) Billed perparticipant per month. Includes participationin health FSA and/ordependent care _R21 DL Section 105 Test ($100 per test) $100.00 R21 DM Section 129 Tests ($100 per set of three tests) FSA: R13TO 2.5 -month Grace Period Extension Administration - $3.00 R20FR CONEXIS Elite Visa Benefit Card Included Required R20FO Reimbursement Check Fee Included Required Per reimbursement check issued by CONEXIS R73M8 Minimum Monthly Fee $60.00 Required If total monthly billable fees are less than this minimum amount, an adjustment will be applied to bring the total up to the minimum amount R76TR Annual Renewal Fee $100.00 Required R671_8 Run -out Fee Required Monthly fee billed during each month of the run-outperiod for each active participant with a remaining balance. Billed at the Monthly Administration Fee in place at the time of the run- out period. R65138 Enrollment Form Data Entry by CONEXIS $8.00 Per enrollment form processed by CONEXIS R21 L3 Discrimination Testing (all six tests listed below) $300.00 Initial testing included at plan inception. Each additional round of testing will incur fees. R21 DK Section 125 Tests ($100 per set of two tests) $100.00 _R21 DL Section 105 Test ($100 per test) $100.00 R21 DM Section 129 Tests ($100 per set of three tests) $100.00 R13TO 2.5 -month Grace Period Extension Administration - $3.00 $3.00 x number of participants on last day of plan year. Subject to $100.00 minimum fee. Fee is incurred each plan year that the extension is chosen by employer. PEPM Billing - Less Than 1000 lives RAS Fee Schedule/Service Appendix 1 V9.0-040111 ,„N EXIS R24L2 Plan Document Amendment $300.00 r go tlonat Serviet# =y Y �" comttied o eft page { Billing CoQe Descxrlpt�o1 r r yss r �Fe xltiitr R221_5 Onsite Employee Enrollment Meetings $500.00 Per counselor per day, plus travel expenses (if applicable) R45Z5 Election Confirmation Statements $1.25 Mailed to employee's home address. Billed per statement issued. R661_7 Welcome Kits $3.00 Employer chooses from available CONEXIS content (up to five pages). Mailed to employee's home address. Billed per kit issued. R45ZO Welcome Kits with Election Confirmation Statements $4.25 Employer chosen Welcome Kit and Confirmation Statement mailed to employee's home address. Billed perpackage issued. T821R IT Custom Programming $195.00 Required Per hour charge is incurred only upon client request for custom programming Service Fee Guarantee Period: January 1. 2015 through December 31, 2017 Client and CONEXIS have caused this Fee Schedule/Service Appendix to be executed in their names by their undersigned officers or authorized representatives, the same being duly authorized to do so. Authorized Bill To Signature: ���� 1�^��c._-- Date: NameandTitle: �_&J`a"� V C ��$SO �e�rrhor CONEXIS Signature: V _ Date: 8 Eva Boucher, CCEP, Sr. VP and Chief Compliance -Officer PEPM Billing -Less Than 1000 lives RAS Fee Schedule/Service Appendix 2 V9.0-040111 NIS '.. human resourceful' CONEXIS SERVICE APPENDIX - REIMBURSEMENT ACCOUNT SERVICES MEDICAL FSAIDCAP Client has established one or more of the following healthcare or dependent care reimbursement account arrangements: -- R15T2-Fixed Rate Per Medical FSAIDCAP Plan Participant o An Internal Revenue Code ("Code") Section 105 Healthcare Flexible Spending Arrangement ("Healthcare FSA") o A Code Section 129 Dependent Care Flexible Spending Arrangement ("Dependent Care FSA") All such plans shall be referred to collectively as the "Reimbursement Plans". Client has asked CONEXIS to assist it with its administrative obligations under one or more of the Reimbursement Plans (as indicated above). Client is responsible for Reimbursement Plans complying with Internal Revenue Services and applicable regulations. This Service Appendix is incorporated into and made a part of the Administrative Services Agreement ("Agreement"). This Service Appendix is effective as long as there is an executed Fee Schedule with a current Service Fees Guarantee Period date. If there is a conflict between this Service Appendix and the Agreement, the Agreement controls. For the purposes of this Service Appendix, the "Data Provider" shall mean the party that is providing information to CONEXIS. Data Provider may be Client, a Partner or another third party entity designated by Client. Data Provider shall be responsible for providing CONEXIS timely, accurate and complete information necessary for CONEXIS to provide the Services described herein. CONEXIS is under no obligation to verify the accuracy and completeness of information provided to it by Data Provider. Data Provider is solely responsible for providing the necessary information to CONEXIS sufficiently in advance of the federal deadline, taking into account the agreed upon timeframes in this Appendix, to ensure that all notices are furnished in accordance with applicable federal law. CONEXIS is not responsible for resending any notices that are returned to CONEXIS to the extent they were mailed to the last known address of the Participant. For purposes of this Service Appendix, "Card Administrator" shall mean the third party engaged by CONEXIS who issues and/or processes electronic payment cards. "Card" shall mean the electronic payment card issued to Participants in accordance with this Appendix. As a courtesy to Client, CONEXIS upon request may provide Client with sample documents and forms. Such sample documents and forms have been prepared in accordance with the standard of care set forth in Section 3.4. Should the Client make any changes to the sample document, the Client understands and acknowledges that CONEXIS no longer warrants the sample documents and forms in any regard and the Client becomes solely responsible for ensuring the documents and forms comply with applicable laws and regulations. Standard notices and documents sent by CONEXIS in its regular course of business will be deemed compliant with applicable federal laws. If Client has requested CONEXIS to assist it with satisfying certain Client obligations under the aforementioned Reimbursement Plans, in consideration of the mutual promises set forth below, the parties agree as follows: CONEXIS shall maintain for each plan year administered, employee participation census (if applicable), Client contribution (if any), and salary reduction (if any) information for the Reimbursement Plans, including initial enrollments, annual enrollments and changes made to such elections as reported to CONEXIS. CONEXIS shall maintain separate bookkeeping accounts with regard to each Participant's Reimbursement Plan based on information provided to CONEXIS. CONEXIS is not responsible for data entry of paper elections and or validating life status changes. Client or Data Provider shall furnish to CONEXIS the information determined by CONEXIS to be necessary to fulfill its duties. 2. CONEXIS provides the Reimbursement Plan administration services claims processing. In connection with these services, CONEXIS Administrator, a Card. The following terms and conditions apply: PEPM Billing — Less Than 1000 lives RAS Fee Schedule/Service Appendix as set forth herein, including but not limited to provides access, in conjunction with the Card V9.0-040111 C®N EXIS -. human resourceful' (a) CONEXIS or Card Administrator will provide a Card to each Participant in the Health and/or Dependent Care FSAs (if applicable) who elects to use a Card or, at the Client's option, a Card will be sent to all employees who enroll in the Plan by default. The Card will be deactivated upon notice from the Client that the Participant is no longer employed by the Client or has ceased to satisfy the eligibility requirements. Neither CONEXIS nor the Card Administrator is responsible for any damages or costs arising from use of such Card by an ineligible individual prior to notice being received by CONEXIS or the Card Administrator, as applicable. (b) Participants must agree to use the Card in accordance with the terms of the Cardholder Agreement that accompanies the Card. CONEXIS or the Card Administrator will deactivate the Card if the Card is used in a manner that is inconsistent with the Cardholder Agreement. Client shall make reasonable efforts to collect any permanently deactivated cards, returning same to CONEXIS (upon request). (c) The Card may be used by Participants to pay for Eligible Expenses (as defined by the applicable Reimbursement Plan and consistent with CONEXIS standard operating procedures) in accordance with applicable IRS guidance and other applicable rules and regulations. (d) The Card will be administered in accordance with the requirements set forth in the applicable IRS guidance and other applicable rules and regulations, including but not limited to the substantiation requirements. The Card will be deactivated if the Participant fails to provide any information related to Card Transactions requested deemed reasonably necessary by CONEXIS or Card Administrator to process the claim. CONEXIS will make at least one attempt to collect repayment of claims paid through the Card for ineligible expenses or that are otherwise unsubstantiated. If repayment is not made, Client will be informed and will be responsible for taking any necessary action required by law (e.g. including such amounts in income). (e) CONEXIS and the Card Administrator will incur no liability for any Card payments except those arising solely from CONEXIS' or the Card Administrator's material breach of its obligations under this Agreement. It is the Client's responsibility to ensure that they comply with all applicable tax and other laws. (f) All Cards will be deactivated on the last day of the Plan Year administered. (g) CONEXIS and Card Administrator are under no obligation to issue a Card to an individual and/or to keep a Card active to the extent such action would violate applicable law and/or the applicable policies and procedures of CONEXIS or the Card Administrator or such action would be commercially unreasonable under the circumstances. (h) Duties of Client Selecting Card Services. Client agrees to provide all co -pays and/or carrier files within ten (10) business days upon receipt of request from CONEXIS. In the event Client fails to provide requested co -pays and/or carrier files information, Client: i. acknowledges that CONEXIS will not activate and/or issue Cards until the next renewal period if information is not provided; and ii. assumes full responsibility for compliance with relevant IRS regulations; and iii. acknowledges that each third party claims processor, including but not limited to an insurance carrier or pharmacy benefit manager ("PBM") will require written authorization and other information in order to send claims data to CONEXIS and/or the Card Administrator. (i) Client agrees upon termination of this Appendix, Client shall maintain a settlement account with the service provider or depository institution designated by service provider for at least one hundred twenty (120) business days by which service provider may charge to settle any trailing activity which accrues prior to the Effective Date of Termination, and which is not known by service PEPM Billing — Less Than 1000 lives RAS Fee Schedule/Service Appendix 4 V9.0-040111 EIS human resourcetul. provider until sometime thereafter (including any chargeback of a transaction which is authorized prior to the termination date). 3. Client will make funds available to pay Reimbursement Plan claims in accordance with the terms of this Agreement. Client understands and acknowledges that it is responsible for funding in full all claims paid or payable under the Reimbursement Plan(s). Client will fund Reimbursement Plan(s) in accordance with the options below: (a) Client will establish a new account or designate an existing account ("Transfer Account") in the Client's name at a bank chosen by Client into which Client will transfer funds for purposes of paying Reimbursement Plan(s) claims. When applicable, Client will take all steps necessary to grant CONEXIS and/or the Card Administrator (if a Card is issued in accordance with this Appendix) Automated Clearing House (ACH) withdrawal authority or check writing authority over the Transfer Account. Reimbursement Plan claims will be paid as follows: Card Administrator pulls funds from Transfer Account via ACH. If a Card is made available in accordance with this Agreement, Client will provide ACH authority over the Transfer Account to the Card Administrator via the ACH form approved by Card Administrator subject to approval by CONEXIS and/or the Card Administrator. Client will ensure that a minimum of three (3) to five (5) times the average daily settlement, as determined by Card Administrator, is available at all times for withdrawal in the Transfer Account. Client understands and agrees that (i) Client is solely responsible for such payments. If the Transfer Account balance becomes insufficient to cover Reimbursement Plan claims, Client agrees to transfer funds to the Transfer Account as necessary to make the balance sufficient as soon as reasonably possible but no less than one (1) business day after receiving notice from CONEXIS or the Card Administrator of such insufficiency. Client understands that if it fails to make the balance sufficient as otherwise required herein, and CONEXIS becomes obligated to settle claims, Client will indemnify CONEXIS for such amounts within one (1) business day of receiving notice from CONEXIS, (ii) Client will complete and return to Card Administrator the approved ACH form, (iii) it will provide a contact name and telephone number to Card Administrator for ACH and payment related questions, (iv) Client will be obligated to pay a charge of $100.00 for each ACH returned due to insufficient funds, (v) Client will provide Card Administrator ten (10) business days advance written notice of a change to the designated bank account or contact information for the Transfer Account and (vi) CONEXIS and/or the Card Administrator reserve the right in their sole discretion to convert Client's funding method to the method described in (a)(ii) below. Card is made available but CONEXIS and/or Card Administrator does not pull funds from Transfer Account via ACH. If a Card is issued by the Card Administrator but CONEXIS or the Card Administrator do not approve funding via the ACH method set forth in (a)(i) above, then Client will be required to electronically transfer funds to a CONEXIS owned account ("Funding Account") equal to 8% of the maximum possible annual Reimbursement Account reimbursements ("Minimum Deposit") for medical and/or dependent care expenses, subject to quarterly review and adjustments determined to be reasonably necessary by CONEXIS or the Card Administrator to avoid unreasonable risk of loss by the Card Administrator or CONEXIS. Client must make this transfer within ten (10) business days of executing this Agreement and on or before the first day of each plan year thereafter for each of the medical and/or dependent care Reimbursement Plans for so long as this Agreement remains effective. Thereafter, Client will receive a report (the "Funding Register(s)") that identifies all Reimbursement Plan claims paid or determined to be payable. The Funding Register will be sent in a reasonable manner and format determined by CONEXIS and/or Card Administrator. Within one (1) business day of receipt of the Funding Register from CONEXIS and/or Card Administrator, Client will make the funds available in the Transfer Account. Checks and direct deposits will be released to Participants or Participants' account upon verification that the ACH transfer of funds from the Transfer Account was successful. Client must provide CONEXIS with ACH authority over the Transfer Account unless otherwise agreed to by CONEXIS. Additional administrative fees may apply. PEPM Billing — Less Than 1000 lives RAS Fee Schedule/Service Appendix 5 V9.0-040111 Awl �9 E I S �'./ human resourceful' iii. No Card is made available. Client will receive a report (the "Funding Register(s)") that identifies all Reimbursement Plan claims determined by CONEXIS to be payable in accordance with the CONEXIS Agreement. The Funding Register will be sent in a reasonable manner and format determined by CONEXIS and/or Card Administrator. Within one (1) business day of receipt of the Funding Register from CONEXIS, Client will make the funds available in the Transfer Account. Checks and direct deposits will be released to Participants or Participants' account upon verification that the ACH transfer of funds from the Transfer Account was successful. Client must provide CONEXIS with ACH authority over the Transfer Account unless otherwise agreed to by CONEXIS. V. No Card is made available but CONEXIS does not pull funds from Transfer Account via ACH. CONEXIS or Client do not approve funding via the ACH method set forth in (a) (i) above, then Client will be required to electronically transfer funds to a CONEXIS owned account ("Funding Account") equal to 8% of the maximum possible annual Reimbursement Account reimbursements ("Minimum Deposit") for medical and/or dependent care expenses, subject to quarterly review and adjustments determined to be reasonably necessary by CONEXIS to avoid unreasonable risk of loss by CONEXIS. Client must make this transfer within ten (10) business days of executing this Agreement and on or before the first day of each plan year thereafter for each of the medical and/or dependent care Reimbursement Plans for so long as this Agreement remains effective. Thereafter, Client will receive a report (the "Funding Register(s)") that identifies all Reimbursement Plan claims paid or determined to be payable. The Funding Register will be sent in a reasonable manner and format determined by CONEXIS. Within one (1) business day of receipt of the Funding Register from CONEXIS, Client will make the funds available in the Transfer Account. Checks and direct deposits will be released to Participants or Participants' account upon verification that the ACH transfer of funds from the Transfer Account was successful. Client must provide CONEXIS with ACH authority over the Transfer Account unless otherwise agreed to by CONEXIS. Additional administrative fees may apply. (b) Client understands CONEXIS and/or Card Administrator will initiate a $1.00 pre -note to validate the funds in the account. The pre -note transaction checks the validity of the bank transit and routing number. (c) Client understands and acknowledges that failure to satisfy its funding obligations as set forth herein may result in the suspension or termination of Services as set forth in the Services Agreement. (d) Client agrees to provide all information to CONEXIS that CONEXIS deems necessary to verify or confirm the Minimum Deposit amount and/or the applicable funding amounts. (e) Bank Fees charged to CONEXIS for any unsuccessful Client ACH or wire transfer may be billed to the Client on their next Billing Statement. Charges to CONEXIS for the replacement of any Participant's electronic payment card may also be billed to the Client on their next statement. (f) Participant reimbursement checks unclaimed or not cashed by the end of the plan year following the year in which such reimbursement was issued are considered forfeited by the Participant. Such forfeitures will be refunded to Client as soon as reasonably possible following the end of the applicable plan year. (g) The Funding Account is a CONEXIS owned custodial account in which funds are held for the purpose of paying Reimbursement Plan claims as set forth herein. Nothing herein prevents CONEXIS from establishing and maintaining a single Funding Account in which CONEXIS will deposit and separately account for funds from Client in accordance with this Agreement. All funds in the Funding Account attributable to Client will be returned following termination of this Agreement within a reasonable period of time after all outstanding claims required to be processed as set forth herein have been processed and paid. CONEXIS will exercise commercially reasonable efforts to PEPM Billing —Less Than 1000 lives RAS Fee Schedule/Service Appendix 6 V9.0-040111 f�EIS human resourceful° locate Client in order to return funds as set forth herein; however, Client agrees that CONEXIS may retain such funds to the extent CONEXIS is unable to locate Client as set forth herein. (h) Client understands and acknowledges that the Funding Account may be an account bearing interest at a rate determined by the applicable financial institution at which such account is maintained and that CONEXIS reserves the right to retain all such interest. CONEXIS will identify the rate of interest for Client from time to time upon written request from Client. To the extent Client is required to file a Form 5500 Schedule C and such interest amounts retained by CONEXIS are required to be reported on the Schedule C, CONEXIS will provide information to Client regarding the interest retained by CONEXIS during the Plan Year of the Reimbursement Plan with respect to funds in the Funding Account attributable to Client. Such amounts will be determined by CONEXIS in accordance with a reasonable allocation formula established by CONEXIS. CONEXIS will provide information required to be reported in accordance with Section (8). (i) Client acknowledges and agrees that all funds provided by Client to CONEXIS or Card Administrator as set forth herein for the purpose of Reimbursement Plan claim reimbursement are paid from the Client's general assets. 4. CONEXIS shall process requests, including a review of substantiating evidence, for reimbursement during the course of the Plan Year(s) under contract and its associated run -out period as stipulated by Client, subject to applicable law. Requests for reimbursement received after the effective date of termination will not be processed. CONEXIS will make determinations on all levels of appeal adopted under the Reimbursement Plans other than the final appeal level (except as otherwise agreed to by CONEXIS). Client shall be responsible for the determination on the final level of appeal. Client shall be responsible for determining who is eligible for the Reimbursement Plans and who has satisfied the requirements to become a Participant in the Reimbursement Plans. In addition, CONEXIS is not responsible for any consequences arising from its takeover of administrative duties relating to a Reimbursement Plan from another service provider or arising from payments made to terminated employees prior to CONEXIS receiving notice of termination. CONEXIS may, at the Client's request and in the manner from time to time prescribed, accept electronic Explanations of Benefits (EOBs) from health plans or administrators for purposes of processing reimbursement claims to Participants. Client must identify all health plans and other third parties from whom CONEXIS may accept EOBs for the purpose of reimbursement processing. Under no circumstances will CONEXIS accept electronic claims for any Participant without an active enrollment. Any costs assessed by the health plan or other administrator for the establishment of such services shall be the full responsibility of the Client. Client understands that such a process may not comply with the applicable certification requirements since the Participant is unable to certify that the expense has not been reimbursed at the time CONEXIS processes the reimbursement; however, Client assumes all risks associated with such process by requesting such services from CONEXIS. 5. CONEXIS may bill Client a $1.00 Reimbursement Check Processing Fee for each reimbursement check issued by CONEXIS, invoiced on a monthly basis. Expenses paid using the Card or reimbursements issued to Participants via ACH transfer (direct deposit) will not incur this charge. Only those claims that result in the issuance of a check will result in a charge. 6. CONEXIS will provide standard reports as it may from time to time prescribe depending on Client requirements at the end of Client's stipulated run -out period. Client reconciliation will be completed depending on Client requirements at the end of the Client's stipulated run -out period. CONEXIS will administer the Client's run -out period (as defined according to CONEXIS' default rules or as mutually agreed upon by the Parties) for a fee equal to the Per Participant fee for each of the enrolled Participants which shall be billed monthly for each month of the run -out period. Run -out fees will be assessed based upon the number of Participants with balances as of the first day of each month in the run out period. Participants with a $0 balance will not be included in the Per Participant run -out fee calculation. CONEXIS can only administer one run -out period per Plan. Clients that do not renew their Reimbursement Services may choose to have CONEXIS administer the Reimbursement during a mutually agreed upon run -out period for a fee equal to the Per Participant fee for each of the enrolled Participants which shall be billed monthly for each month of the run -out period. 7. Uncashed checks will be forfeited and returned to the employer in accordance with CONEXIS' relevant internal policies and procedures. Client is responsible for any stop payment fees associated with checks that are not cashed within the reasonable period established by CONEXIS. PEPM Billing — Less Than 1000 lives RAS Fee Schedule/Service Appendix 7 V9.0-040111 C NE6S �'a human resource/uV 8. CONEXIS shall provide, upon request from Client, any information maintained in CONEXIS' database that is required to be included on the Form 5500 for the Reimbursement Plans. Such information will be provided within a reasonable period of time following Client's request. Client is responsible for determining whether a Form 5500 is required to be filed. Client is responsible for completing and filing Form 5500s. 9. Client shall furnish to CONEXIS any information reasonably determined by CONEXIS to be necessary to fulfill its duties (e.g. information requested by regulatory agencies etc.) as described in 2.4 of the Agreement. 10. Upon Client request, CONEXIS shall conduct the following nondiscrimination testing required under the Code (collectively referred to as the "Nondiscrimination Tests") to the extent requested in the Fee Appendix: Section 125 Tests (Cafeteria Plan) • The Key Employee Concentration Test required under Code § 125 • The Eligibility Test required under Code § 125 Section 105 Tests (Healthcare FSA/or Health Reimbursement Arrangement (HRA) • The Eligibility Test required under Code § 105 Section 129 Tests (Dependent Care FSA) • The 55% Average Benefits Test required under Code § 129 • The 5%+ Shareholder Concentration Test required under Code § 129 • The Eligibility Test required under Code § 129 To the extent necessary, CONEXIS shall provide Client with a data request packet for each Code Section. Upon CONEXIS' receipt of the completed packet from Client, CONEXIS shall complete the Nondiscrimination Tests and provide a report summarizing its interpretations of the results within a reasonable amount of time after receipt of the requested information. Results are based solely on information provided by Client in the data request packets. Client is responsible for making appropriate adjustments to bring its Plans into compliance, based on the results of the Nondiscrimination Tests. 11. CONEXIS shall provide written monthly reports summarizing the Reimbursement Plan activities from the previous month. Client is responsible for reviewing the reports submitted by CONEXIS and notifying CONEXIS of any errors of which it is aware within a reasonable period of time after reviewing them. Upon receipt of such notification, CONEXIS will correct Participant records as appropriate and directed by Client. 12. In accordance with IRS Notice 2005-42, Client may adopt an additional 2 % month grace period at the end of the plan year during which unused amounts remaining in the healthcare and/or dependent care FSA, or other cafeteria plan benefits, may be used to reimburse eligible expenses incurred during the grace period. The grace period begins on the first day of the next plan year and ends two months and fifteen days later. One hundred percent of the Participant's remaining account balances will be available during the grace period. There will be no cap or limited benefit definition applied to the carry-over amount. The run out period for claims incurred during the plan year and claims incurred during the grace period will end on the same day. If Client offers a benefit card, card transactions will be applied to the current year election amount only. To access carry-over amounts during the grace period, manual claims must be submitted via mail, fax or Web site. Manual claims submitted during the grace period are paid from carry-over funds first and then from current year balances if necessary. If claims are submitted out of order, CONEXIS will provide a one-time reallocation at the end of the run -out period. The administrative cost will be a one- time charge of $3.00 per participant per plan as of the end of the plan year ($100 minimum) regardless of account balance at the end of the year. 13. Third Party Beneficiaries. Nothing express or implied in this Appendix is intended to confer, nor shall anything herein confer, upon any person other than Client, CONEXIS, Card Administrator(s) and their respective successors or assigns, any rights, remedies or obligations whatsoever. 14. Fraud Detection. CONEXIS shall not independently determine fraudulent activities by employee participants, such as (a) whether a submitted receipt is authentic; PEPM Billing — Less Than 1000 lives RAS Fee Schedule/Service Appendix 8 V9.0-040111 'df E X I V ':':'' human re3eurcefuV (b) whether any expense had in fact been incurred by the employee participant; (c) that the services as claimed by the employee participant had been provided; (d) that a payee actually provided the service; or (e) that a payee hold the necessary local, state, or federal licenses to provide services of the type covered by the relevant Code Sections (e.g., whether a physician is actually licensed to practice in a particular state). Client agrees to make reasonable efforts to promote and ensure compliant use of the Card where applicable and take whatever action necessary to investigate fraudulent activities by employee participants. Client is responsible for all other duties related to the Reimbursement Plans not otherwise set forth above. Attached is the Performance Standards Exhibit: Reimbursement Services provided by CONEXIS. This Performance Standards Exhibit is incorporated into and made a part of the Administrative Services Agreement (the "Agreement"). The effective date of this Performance Standards Exhibit is the Effective Date of the Agreement or if later, the date that both parties have agreed and signed this Service Appendix package. The responsibilities of the parties set forth in this Performance Standards Exhibit are in addition to any responsibilities set forth in the Agreement. If there is a conflict between this Performance Standards Exhibit and the Agreement, the Agreement controls. The penalties reflected in the Performance Standards Exhibit reflect the sole remedy with respect to any failures giving rise to such a penalty except failures due to CONEXIS' gross misconduct. PEPM Billing —Less Than 1000 lives RAS Fee Schedule/Service Appendix 9 V9.0-040111 CONEXIS ':. human resourceful" Performance Standards Exhibit: Reimbursement Services Performance Standard Performance Performance Standard Definition Percentage at Risk for Category Standard Service Charge Reduction 1. Client Statement 98% distributed, Time in which client statement is 1.5% Timeliness equal to or less than, posted by CONEXIS to the 7 business days after CONEXIS web site after the close the 18t of the month of the previous month. 2. Inbound File 98% processed by Time from CONEXIS' receipt of 1.5% Processing Timeliness CONEXIS, equal to accurate data from Client to or less than, 2 accurate application within the business days after CONEXIS system date received by CONEXIS 3. Average Speed to Equal to or less than Average speed to answer all 1.5% Answer Participant 30 seconds incoming Participant Calls Calls 4. Participant Call Equal to or less than Percent of Participant calls 1.5% Abandonment Rate 5% of calls abandoned 5. Resolution of 90% within 1 Percent of all Participant initiated 1.0% Participant Inquiries* business day, after Inquiries resolved or closed by date case was CONEXIS. Inquiries include those opened by CONEXIS received via phone, email, facsimile or regular mail within a specified timeframe. 6. Resolution of 98% equal to or less Percent of all Participant initiated 1.0% Participant Inquiries* than, 5 business days Inquiries resolved or closed by after date case was CONEXIS. Inquiries include those opened by CONEXIS received via phone, email, facsimile or regular mail within a specified timeframe 7. Participant Claims 98% equal to or less Percent of all participant claims 1.0% Turnaround Timeliness than, 3 business days ready for payment within a specific after date received number of business days after by CONEXIS CONEXIS' receipt of properly completed claim form 8. Percent of Participant 98% of claims are Percent of all participant claims paid 1.0% Claims Paid Financially financially accurate. financially accurate by CONEXIS, Accurate** based on information available at the time and CONEXIS procedures then in effect, by using the analysis technique described below MAXIMUM PERCENTAGE AVAILABLE FOR SERVICE CHARGE REDUCTION 10.0% V1.4/031907 * Resolution to the extent that CONEXIS has received all information required by the plan and/or applicable law to resolve the inquiry. Resolution includes forwarding issues to Client where CONEXIS is not authorized. ** The total population of paid claims is generated from a scheduled query. An American National Standards Institute (ANSI) sampling chart identifies sample size, and the systematic sample is automatically generated by using a commonly accepted data analysis tool. The total population of paid claims includes those received via regular mail or facsimile and excludes any card claims, IPR, HRA, or other claims without a Claim form. The total population of paid claims excludes those claims where Client directs CONEXIS to pay or deny a claim (in whole or in part) contrary to CONEXIS' interpretation and administration of applicable law. PEPM Billing — Less Than 1000 lives RAS Fee Schedule/Service Appendix 10 V9.0-040111 ACC)Ro® CERTIFICATE OF LIABILITY INSURANCE DA,82'07DDvvvv) 9/10/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Woodruff -Sawyer & Co. 50 California Street, Floor 12 San Francisco CA 94111 NAME: Stacv Solomon PHON o Et)-.4SSG�5-391-2141 aC No :415-9 - MAIL ADDREss:on wsandco.com INSURERS AFFORDING COVERAGE NAIC p INSURER ALIO 306@059695 INSURED WAGEINC-01 INSURER B:U 'ted States Fire Insurance Compan 21113 INSURERC -.Travelers PrQP CaSualty Cof Ameri 5674 WageWorks, Inc. 1100 Park Place San Mateo CA 94403 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1013194368 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR ILICY TYPE OF INSURANCE NSR WVD POLICY NUMBER MML�O/Y1'YFP UP MM/DD/YYYY LIMITS C GENERAL LIABILITY 306@059695 1/1/2014 /1/2015 EACH OCCURRENCE $1,000,000 Y` COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES HENTrrence $1,000,000 CLAIMS -MADE KI OCCUR MED Up (Any oneperson) $10,000 PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGO $2,000,000 X POLICYF7PR1- F7 LOC JECT $ C AUTOMOBILE LIABILITY BA6C074489 1/1/2014 /1/2015 Ea accident 1.000,000 BODILY INJURY (Per person) $ ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X X NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE $ Per accident C X UMBRELLA LIAR 1 X OCCUR CUP6C059695 /1/2014 /1/2015 EACH OCCURRENCE $15,000,000 AGGREGATE $15,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N HJUB6C24989614 /1/2014 /1/2015 XIWCSTATU- OTH- V LIMITS E E.L. EACH ACCIDENT $1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE❑ OFFICER/MEMBER EXCLUDED? N/A E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1000000 A B Errors & Omissions Crime 12341149301 260343903 1/1/2014 1/1/2014 /1/2015 /1/2015 Aggregate Limit: $10,000,000 Crime Limit: $5,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (Attach ACORD 101, Additional Roma" Schedule, if more space Is required) E&O policy limit includes coverage for Technology & Privacy Protection and Network Security & Multimedia. Breach Costs, Regulatory and Other First Party: Privacy Notification C6 Ubfinl is $2M and Regulatory Defense and Penalties sublimit is $3M. �s U Issued for Evidence of Insurance Purposes Only.� g }} CONEXIS is a division of WageWorks, Inc. d CERTIFICATE HOLDER .,.,�9"-- �' %I""".ry„r+J k�0'°XNCELLATION Ji..1 b6 Wk(. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN EVIDENCE OF INSURANCE ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE *M6— ACORD 25 (2010/05) ©1988.2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD N zc�14 - ®per CERTIFICATE OF LIABILITY INSURANCE 12/3112014 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(&), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICA' E HO OLDER, IMPORTANT: If the CarSNcete holder Is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. if SUBROGATION IS WAIVED, subject to the terms and Conditions of the policy, certain policies may require an endorsement. A statement on this cartHICete does not confer rights to the Certificate holder In lieu of such endorsemen s . I PRODUCER WITH RESPECT TO WHICH THIS NnMSp Solomon Woodruff -Sawyer & Co. 50 California Street, Floor 12 HEREIN IS SUBJECT TO ALL THE TERMS, ......Stacy PHONE 495.391.2141 r PAX 415.980.9923 lar Nn,Ean ., WD,NR1;, „ Francisco CA 94111 E Mqa solornon Wsandco corn ADDRESs..�_ s� _. ._.__._�. - __ .- pOLIditr.F PbucYEkV i _ LIMITS INSURER{3J AFFOROINO COVERAGE ,, j NR190 , _. ............... INSURERA:LIO ds of London - Beazley,. y_ INSURED WAGEINC-01 EA4'b OCCVRRChCC S INSURERS: WageWorks, Inc. N"A01 POR NTFD PR[MSF${f, M+..rr o1 $ INSURPRC_ 1100 Park Place I I _ .AP San Mateo CA 94403 PERSONAL B AOV INJURY _ t $ _. PER GEN'L AGGREGATE LIMIT gPPLIEi LOC ! POLICV ., tGENCRA PROGUCLAODREGATE S TS -COM ATEAGG.f S N/SURERE; INSURED r: OVERAGES CERTIFICATE NUMBP. ' 1918/95911 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LIKED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR .OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, AND CONDITIONS OrPOLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ___. _.. _ NaRXCLUSI0N5 TYPE OF INSURANCE - __ .- pOLIditr.F PbucYEkV i _ LIMITS LT 91,__.-- t — OLICYNUMaER IMMDI)mYTI IMMMINYYYYII t COMMERCIAL GENERAL LIABILITY j EA4'b OCCVRRChCC S ! CLAIMS -MADE OCCUR + ISI N"A01 POR NTFD PR[MSF${f, M+..rr o1 $ ; I I _ .AP � I I PERSONAL B AOV INJURY _ t $ _. PER GEN'L AGGREGATE LIMIT gPPLIEi LOC ! POLICV tGENCRA PROGUCLAODREGATE S TS -COM ATEAGG.f S fAUTOMOBILE LIABILITY i {la Af:IlE01j $ _ •ANY AUTO I BODILY INJURY (Per person) I8 '!ALL OWNED 'SCHEDVLED I I i : AUTOS; gt�TO I ! N N WNEU 1 I BODILY INJURY (Per axldenplg HIRED AUi08 I AUTOS I uFOAGR-1'OAMACk i $ _ UMBRELLA UAB _ IOCCUR �9 EACMI OCGURRp'tlGE l $ EXCCLAIMS-MADE� LIARF.YEPRION$ � I- �1 f 1' AGGREGATE S OEDESa S ANDEMPL COMPENSATION .NO EMPLOYERS UABILITV YINI + f l Ftk I OTi t RTATUTr Eii— j 11JYPROPREYOA_aVnNErL!%{CUYV}E "" Or-FIC i NIAj EL EACH ACCIDENT S IMandamry nNN)I I � i ' i E 1, DISEASE. EA EMPLOYEE S 'U os. desul6e untr `� SCR;PTIgPE'.RATIOR W. I I I E.L DISEASE - POLICY LIMIT { $ A 'EDam&Omisslona VV1204115 40i U'IR015 iMl2G1n jAgOR+tate Llmlt $10,000,000 I ( I ilRcatRntinn: 5250,000 DESCRIPTION OF OPERATIONS I LOCATIONS (VEHICLES (ACORD In. AddHo al RemadaSchedule. maybe aRachad If merespace Is regWrenl Issued for Evidence of Insurance Purposes Oniy CERTIFICATE HOLDER CANCELLATION 091090.2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN WageWOrks, Inc. ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Park Place San Mateo CA 94403 AUTHORIZED REPRESENTATIVE .(��nrr—. 091090.2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014101) The ACORD name and logo are registered marks of ACORD ,j ,C)) 5 - QO5' AccaRca EVIDENCE OF PROPERTY INSURANCE DAT6IM vvi �..."'- 12/31//20192014 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUE AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDEN E DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. A(lENCY ... •IM,' 41 391 2141 COMPANY Wcrldrafa-Sawyer & :PraveleY.s Property Casualty Company of America eCo.t, Floor 12 EO Carancisco Idrl Francisco CA 93111 CA 9.11, IAIG tl9L.._8801Omonft.andc.o Ci)R _.... _�_. FAX 415 IBI 9923 AMAILDDRE99 „ .._-,. ._,.._,_ _ CODE: _ �.8Ua CODE: AUSO ACMINC-01, CUSTOMER IDXW INSURED LOAN NUMBER I POLICY NUMBER Waga.Works, Inc. j6305C0E9598 1100 Park Place — San Mateo CA 9440:3 '., EFFECTIVEDATb EXPIRATION DATE CON IINUEU UNTIL qt./C1/2D I5 tI1f E1f201$ �TERMINATED IF CHPCRF.D i.., _ ., .......,... I, THIS REPLACES PRIgR F.VID6NGE DATED: PROPERTY INFORMATION LOCATIONI06saUPTION THE POLICIES OF INSURANCE LISTED BELOW HAVE a EN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CON (TION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED 0 MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRISED HEREIN IS SUBJECT TOALL THE TERMS, EXCLUSIONS AND CONDITI NS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, COVERAGE INFORMATION COVERAGE I PERILS FORMS AMOUNTOFINSUR,INCE1 DEDUCTIBLE Business Personal Property $32,034,120 ($2, 5DO Business lnr Fme & Extra Expcnce $5,000,000 124 Mourn - Special Form / Replacement foot i I REMARKS (Including 5 acial Conditions issued for Evidence of Insurance Purposes Only _. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLtCIEBE DELIVERED IN ACCORDANCE WITH THE POLICY PROVI;ONS. CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE ADDITIONAL INTEREST _ .................._,r. NAME AND ADDRESS _,__. _.. ._.....�..__ � !lAORtOAGEE � ADDITIONAL INSURED e... t WageLLSSPAYEE 1,100 Orkn, Inc.anIOANA L100 Plage __. ., .... _... . isenPark Snn. Mateo CA 34403 i AUT�HO�RjIZED�(A�EP�0.E,BE,NTATIVE ACORD 27 (2009/12) ©1993.2009 ACORD CORPORATION. All rights reserved. The ACORD na a and logo are registered marks of ACORD N - Ji o0c; hj- 'an10_003 ACOR®® CERTIFICATE OF LIABILITY INSURANCE t,,,.,..-/ CATE(MMIDDIYI'YY) 1112012015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ,�,IN�{Iy�IJUERO, X,IUP,HRRIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this r{0i$toe9'r�'tl,•rfer to the certificate holder in lieu of such endorsement(s). PRODUCERRequest ABD Insurance & Financial Services 3 Waters Park Drive, Suite 100 San Mateo, CA 94403 www.theabdteam.com CONTACT -•�-'-'- "'- NAME: Cart Re uest PHONE FAX No Ex 650-488-8565 AC No: EAIC -MAIL ADDRESS: CertRe uest theabdteam.com INSURERS AFFORDING COVERAGE NAIC If INSURER A: Travelers Property Casualty Co of Amer 25674 INSURED WarWorks, Inc. 1100 Park Place 4th Floor San Mateo CA 94403 INSURER B: Underwriters at Lloyd INSURER C: INSURER C: INSURER E NSURER F: COVFRAnPR CERTIFICATE NIIMRFR- 97ROk'l7R REVISION NUMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. HIER R TYPE OF INSURANCE AOOL SUER POLICY NUMBER POLICY EFF POLICY LIMITS A r COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 121 OCCUR 63060059695 -TIL -15 1/1/2015 1/1/2016 EACH OCCURRENCE $ 1,000,000 AMAGE TO RENTED PREMSES(E. occurrence)$ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL B ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: ✓ POLICY PRO- ❑ LOC ECT OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE ✓ LIABILITY ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS ✓ AUTOS BA 6CO74489-15 1/1/2015 1/1/2016 EO BINEDtSINGLE LIMIT $ 1,000000 BODILY INJURY (Per person) $ BODILY INJURY (Par accident) $ PROPERTY DAMAGE Per accident $ $ A ,� UMBRELLA LIAR EXCESS UAB ✓ OCCUR CLAIMS -MADE CUP 6CO59695-TIL-15 1/1/2015 1/1/2016 EACH OCCURRENCE $ 15,000,000 AGGREGATE $ 15,000,000 DED RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPMETORIPARTNEPoEXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DE SCRIPTION OF OPERATIONS below NIA HJ U B6C24989-6-15 1/1/2015 1/1/2016 �/ STATUTE 0TH E.L. EACH ACCIDENT $ 1,000,000 E, L. DISEASE - EA EMPLOYEE $ 1,000,000 E. L. DISEASE -POLICY LIMIT $ 1,000,000 B Errors&Omissions - Primary W12341150401 1/1/2015 1/1/2016 $10,000,000 Each Claim/Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if m e is required) Evidence of Insurance. c 01 CFRTIFICATF_ HOI-n FR CANCELLATION Evidence Ot Insurance. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Rod Sockolov �'""•" ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 27395375 115-16 EEO I Nelson Schscffcmoe,es 111/20/2015 3:16:22 PM (PST) I Page 1 of 1