HomeMy WebLinkAboutOneBridge Business Associate Agreement - Group Health Plan DocuSign Envelope ID:6AAF76B8-89CB-47CC-89AF-8D17A09893F6
BUSINESS ASSOCIATE AGREEMENT
THIS BUSINESS ASSOCIATE AGREEMENT ("BAA") is made by and between
City of Central Point,as plan sponsor of a group health plan("Covered Entity"), and OneBridge
Benefits Inc. ("Business Associate"). Covered Entity and Business Associate are each referred to
herein as a "Party," and collectively the "Parties". This BAA shall supplement any Master
Services Agreement, including any Administrative Services Addenda attached thereto and
incorporated therein (collectively, the "Agreement") executed between Covered Entity and
Business Associate, which may occur subsequently to the execution of this BAA by the Parties.
This BAA is effective as of the date of execution below or the effective date of the Agreement,
whichever occurs first(the"Effective Date").
WHEREAS
A. The Covered Entity is subject to, and must comply with, certain provisions of the
Health Insurance Portability and Accountability Act of 1996 ("HIPAA") as amended from time
to time including Sections 13400 through 13424 of the Health Information Technology for
Economic Clinical Health Act(the "HITECH Act")and the corresponding Standards for Privacy
of Individually Identifiable Health Information(the"Privacy Rule"), Security Standards for the
Protection of Electronic Protected Health Information (the"Security Rule"), and the Notification
in the Case of Breach of Unsecured Protected Health Information (the "Breach Notification
Rule"), each of which are incorporated herein by reference and as any of the same are amended,
restated, or replaced from time to time.
B. Business Associate is subject to, and must comply with, certain provisions of the
Privacy Rule,the Security Rule and the Breach Notification Rule,as required by the HITECH Act.
C. Business Associate acknowledges that the Covered Entity must comply with certain
provisions of HIPAA and its corresponding regulations, and that in order to achieve such
compliance, the BAA must contain certain satisfactory assurances that Business Associate will
appropriately safeguard Protected Health Information and Electronic Protected Health Information
(collectively referred to herein as "PHI")that it receives from, or creates or receives on behalf of,
the Covered Entity.
D. The Covered Entity seeks certain assurances from Business Associate, and
Business Associate wishes to provide such assurances to the Covered Entity,to help it achieve and
maintain compliance with the Privacy Rule, Security Rule and Breach Notification Rule.
E. By this BAA, the Covered Entity and Business Associate wish to supplement the
terms and conditions of the Agreement to include provisions required by the HITECH Act, the
Privacy Rule,the Security Rule and the Breach Notification Rule in order to bring the relationship
between the Parties into compliance therewith.
Now therefore, for and in consideration of the mutual covenants and agreements contained
herein,the Covered Entity and Business Associate agree as follows:
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ARTICLE I
DEFINITIONS
Unless otherwise defined herein,terms used in this BAA have the same meanings as those
terms defined in the Privacy Rule (45 C.F.R. § 160.103 and § 164.501), the Security Rule (45
C.F.R. Parts 160, 162 and 45 C.F.R. § 164.304), and the Breach Notification Rule (45 C.F.R. §
164.402).
ARTICLE II
PERMITTED USES AND DISCLOSURES OF PHI
Business Associate provides certain services set forth in the Agreement between the parties
("Services") for the Covered Entity that may involve the use and/or disclosure of PHI that may be
obtained from Covered Entity. Except as otherwise specified herein, Business Associate may use
or disclose such PHI only in accordance with the Privacy Rule and Security Rule (as applicable)
and only to perform those functions, activities or services for, or on behalf of, the Covered Entity
as specified in the Agreement, provided that use or disclosure would not violate (i) the Privacy
Rule or Security Rule if done by a covered entity or (ii) the minimum necessary policies and
procedures of the Covered Entity, as communicated to the Business Associate.
Business Associate may use and disclose PHI created or received by Business Associate
on behalf of Covered Entity if necessary for the proper management and administration of
Business Associate or to carry out Business Associate's legal responsibilities, if(i)the disclosure
is required by law, or (ii) Business Associate obtains reasonable assurances from the person to
whom the PHI is disclosed that(1)the PHI will be held confidentially and used or further disclosed
only as required by law or for the purpose for which it was disclosed to the person; and (2) the
Business Associate will be notified of any instances of which the person is aware in which the
confidentiality of the information is breached.
ARTICLE III
RESPONSIBILITIES OF BUSINESS ASSOCIATE
With regard to its use and/or disclosure of PHI, Business Associate agrees to do the
following:
3.1 Use. Business Associate agrees to use and/or disclose PHI only as permitted or
required by this BAA, the Agreement or as otherwise required by law.
3.2 Safeguards. Business Associate will implement administrative, physical and
technical safeguards that reasonably and appropriately protect the confidentiality, integrity and
availability of the PHI it creates,receives, maintains or transmits on behalf of Covered Entity,and
that reasonably prevent the use or disclosure of the PHI except as described in this BAA. Business
Associate shall comply, as applicable, with the requirements of the Security Rule.
3.3 Reporting to Covered Entity. Business Associate will report to the Covered Entity
any security incident or use or disclosure of PHI of which it becomes aware that is not permitted
or required by this BAA or the Agreement. Such notification shall include the names and contact
information of the affected individuals.
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3.4 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any
harmful effect known to it resulting from a use or disclosure of PHI in violation of the terms of
this BAA. These efforts will include, but not be limited to, ensuring that the improper use of PHI
is discontinued immediately, seeking return or destruction of the improperly disclosed PHI, and
ensuring that any person to whom PHI was improperly disclosed will not redisclose such
information.
3.5 Agents. Business Associate agrees to require all of its subcontractors and agents
that create, receive, maintain or transmit PHI under the Agreement to agree, in writing, to adhere
to the same or substantially similar restrictions and conditions on the use and/or disclosure of PHI
and to implement the same or substantially similar safeguards to protect PHI that apply to Business
Associate. Business Associate agrees to make available to Covered Entity at its reasonable request
documentation evidencing its subcontractors' and agents' agreements described in the preceding
sentence.
3.6 Access to Records. Business Associate agrees to make available all records,books,
agreements, policies and procedures relating to the safeguards implemented and the use or
disclosure of PHI to the Secretary of the Department of Health and Human Services (the
"Secretary"),in a time and manner designated by the Secretary, for the purpose of determining the
Parties' compliance with the Privacy Rule, Security Rule, Breach Notification Rule and/or the
Enforcement Rule (45 C.F.R. Part 160, Subparts C, D and E).
3.7 Documentation of Disclosures. Business Associate agrees to document the
disclosures of PHI and information related to those disclosures that would be required for the
Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in
accordance with 45 C.F.R. § 164.528. The documentation shall include: (i) the date of the
disclosure;(ii)the name of the person receiving the PHI,and,if known,the address of such person;
(iii) a brief description of the PHI disclosed; and (iv) a brief statement of the purpose of the
disclosure or, instead of such statement, a copy of the request for disclosure. Business Associate
agrees to provide the Covered Entity with documentation of all of Business Associate's disclosures
of PHI as and to the extent reasonably requested by Covered Entity to permit a covered entity to
respond to an Individual's request for an accounting of disclosures of PHI in accordance with 45
C.F.R. § 164.528.
3.8 Access to Designated Record Set. Business Associate agrees to provide access to
the Covered Entity, or to an Individual or an Individual's designee as directed by the Covered
Entity, to PHI contained in a Designated Record Set in the time and manner designated by the
Covered Entity. If an individual requests an electronic copy of PHI maintained electronically in a
Designated Record Set, Business Associate agrees to provide access to the Covered Entity, or to
an Individual or an Individual's designee as directed by the Covered Entity, to PHI in a readable
electronic form and format as agreed to by a covered entity and the Individual, with respect to the
PHI maintained electronically in a Designated Record Set.
3.9 Amendments to Designated Record Set. Business Associate agrees to make any
amendment(s) to PHI contained in a Designated Record Set that the Covered Entity directs or
agrees to pursuant to 45 C.F.R. § 164.526.
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3.10 Minimum Necessary. Business Associate agrees to request from the Covered
Entity,and disclose to its subcontractors,agents or applicable third parties,only the minimum PHI
necessary to fulfill a specific function required or permitted hereunder.
3.11 Business Associate's Obligations under the Privacy Rule. To the extent that
Business Associate is to carry out one or more of the Covered Entity's obligation(s) under the
Privacy Rule, Business Associate agrees to comply with the requirements of the Privacy Rule that
apply to the Covered Entity in the performance of such obligation(s).
3.12 Breach Notification. Business Associate shall, following the discovery of a breach
or potential breach of Unsecured PHI, notify Covered Entity of such breach without unreasonable
delay and in no event later than thirty (30) calendar days after discovery of the breach. When
notifying Covered Entity, Business Associate shall include, to the extent possible, the
identification of each individual whose Unsecured PHI has been or is reasonably believed by
Business Associate to have been, accessed, acquired, used, or disclosed during the breach or
potential breach.
Notwithstanding the foregoing, the Parties hereby agree that this Agreement is sufficient
notification of the occurrence of multiple, unsuccessful security incidents (one or more unwanted
or unexpected information security events that could very likely compromise the security
information and weaken or impair business operations), including but not limited to attempted
penetration of Business Associate's firewalls by computer viruses, attempted computer system
hacks and other unsuccessful attacks on Business Associate's security and data infrastructure.
ARTICLE IV
RESPONSIBILITIES OF THE BUSINESS ASSOCIATE
With regard to the use or disclosure of PHI by Business Associate, the Covered Entity
hereby agrees to do the following:
a. Inform Business Associate of any changes in, or revocation of, an Individual's
consent or authorization to use or disclose PHI, if such changes affect Business
Associate's permitted or required uses and disclosures.
b. Notify Business Associate of any restriction to the use or disclosure of PHI in the
notice of privacy practices of the Covered Entity to the extent that such restriction
may affect Business Associate's use or disclosure of PHI.
c. Request Business Associate to use or disclose PHI only in a manner permissible
under the Privacy Rule or Security Rule if done by the Covered Entity.
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ARTICLE V
TERM AND TERMINATION
5.1 Term. This BAA shall become effective on the Effective Date and shall continue
in effect until all of the PHI provided by the Covered Entity to Business Associate, or created or
received by Business Associate on behalf of the Covered Entity, is (i) destroyed (ii) returned to
the Covered Entity or (iii) if it is infeasible to return or destroy such PHI, until protections are
extended to such information in accordance with Section 5.3.
5.2 Termination by the Covered Entity for Cause. Upon the Covered Entity's
knowledge of a material breach of this BAA by Business Associate with respect to the Privacy
Rule, the Covered Entity shall provide Business Associate an opportunity to cure the breach or
end the violation and terminate this BAA if Business Associate does not cure the breach or end
the violation within the time period specified by the Covered Entity, or immediately terminate this
BAA and the Agreement if Business Associate has breached a material term of this BAA and cure
is not possible.
5.3 Effect of Termination. Except as otherwise provided in this Section 5.3, Business
Associate agrees to return or destroy all PHI received from the Covered Entity, or created or
received by Business Associate on behalf of the Covered Entity,upon termination of this BAA for
any reason. This provision shall also apply to PHI that is in the possession of subcontractors or
agents of Business Associate. In the event that Business Associate determines that returning or
destroying PHI is infeasible, Business Associate shall extend the protections of this BAA to such
PHI and limit further uses and disclosures of such PHI to those purposes that make the return or
destruction infeasible, for so long as Business Associate maintains such PHI.
ARTICLE VI
INDEMNIFICATION AND LIMITATION OF LIABILITY
6.1 Indemnification. Each party shall defend, indemnify and hold harmless the other
party, its affiliates, officers, directors, employees and agents, from and against any claims or
liabilities,and shall pay all losses,damages,liabilities,claims and actions,and all related expenses
(including reasonable attorneys' fees and expenses) based on or arising out of any breach by the
indemnifying party of any duty or obligation of this Agreement that pertains in any way, directly
or indirectly,to PHI or the protection of the confidentiality thereof.
6.2 Limitation of Liability. The liability of either party to the other under this
Agreement, including under the indemnification provisions of Article VI, shall be subject to any
limitation of liability or damages set forth in the Agreement.
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ARTICLE VII
MISCELLANEOUS
7.1 Regulatory References. References in this BAA to a section in the Privacy Rule,
Security Rule and/or Breach Notification Rule shall refer to the section in effect or as amended.
7.2 Survival. The respective rights and obligations of Business Associate and the
Covered Entity under the provisions of this BAA shall survive termination of this BAA.
7.3 Changes, Modifications or Alterations. The Parties agree to take such action to
amend this BAA from time to time as is necessary for the Parties to comply with the Privacy Rule,
Security Rule and/or Breach Notification Rule. No changes or modifications of this BAA shall be
valid unless the same shall be in writing and signed by both Business Associate and the Covered
Entity; provided, however, that Business Associate may unilaterally amend this Agreement in
order to comply with applicable law, but only to the extent such applicable law (i) imposes
obligations on Business Associate that are not covered by this Agreement and (ii) requires such
additional obligations to be covered by the terms of this Agreement.
7.4 Counterparts. This BAA may be executed in any number of counterparts, each of
which shall be deemed an original, but all such counterparts together shall constitute one and the
same instrument. Facsimile copies hereof shall be deemed to be originals.
7.5 Interpretation. Any ambiguity in this BAA shall be resolved in favor of a meaning
that permits the Parties to comply with HIPAA, the Privacy Rule, the Security Rule, the Breach
Notification Rule and the HITECH Act, as applicable.
7.6 Governing Law. This BAA shall be interpreted, construed and enforced pursuant
to and in accordance with the laws of the State of New York, without regard to its conflicts of law
principles.
7.7 Notices. Any notice required or permitted to be given hereunder shall be in writing
and shall be(i)personally delivered, (ii)transmitted by postage pre-paid first class certified United
States mail, (iii)transmitted by pre-paid, overnight delivery with delivery tracking service, or(iv)
transmitted by facsimile transmission. All notices and other communications shall be deemed to
have been duly given, received and effective on (i) the date of receipt if delivered personally, (ii)
three (3) business days after the date of posting if transmitted by mail, (iii) the business day after
the date of transmission if by overnight delivery with proof of delivery, or (iv) if transmitted by
facsimile transmission, the date of transmission with confirmation by the originating facsimile
transmission machine of receipt by the receiving facsimile machine of such transmission,
addressed to the Parties at the addresses below:
As to Business Associate: I As to Covered Entity:
To the principal address of the Plan
OneBridge Benefits Sponsor or as otherwise indicated in the
170 Franklin Ave, Suite 700 Plan Sponsor Contact Sheet delivered in
Buffalo,NY 14202 connection with execution of the
Agreement.
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or to such other address, or to the attention of such other person(s) or officer(s), as either Party
may designate by written notice to the other Party.
7.8 Incorporation. Any provisions now or hereafter required to be included in this
BAA by applicable state or federal law,including without limitation,the Privacy Rule,the Security
Rule, the Breach Notification Rule and the HITECH Act, or by the Department of Health and
Human Services or the Centers for Medicare and Medicaid Services shall be binding upon and
enforceable against the Parties and be deemed incorporated herein, irrespective of whether or not
such provisions are expressly set forth in this BAA or elsewhere in the Agreement.
7.9 Severability. The provisions of this BAA shall be deemed severable, and, if any
portion shall be held invalid, illegal or unenforceable for any reason, the remainder of the BAA
shall be effective and binding upon the Parties.
7.10 Waiver. A waiver of any provision of this BAA must be in writing, signed by the
Parties hereto. The waiver by either Party of any provision of this BAA or the failure of any Party
to insist on the performance of any of the terms or conditions of this BAA shall not operate as,nor
be construed to be, a waiver or the relinquishment of any rights granted hereunder and the
obligation of the Parties with respect thereto shall continue in full force and effect.
7.11. Assignability; Successors and Assigns. This BAA applies to personal services of
the Business Associate and certain obligations specific to the Covered Entity. OneBridge shall not
assign its rights or obligations hereunder without the prior written consent of the Covered Entity.
The Covered Entity shall not assign its rights or obligations hereunder without the prior written
consent of the Business Associate. Notwithstanding the foregoing, Business Associate shall have
the right, without the prior consent of the Covered Entity, to assign this BAA to any successor to
all or substantially all of its assets and business by dissolution, acquisition, merger, consolidation,
transfer of assets, change or conversion of entity type, or otherwise, or to any entity that has
ownership control over Business Associate.
7.12 Force and Effect. The Parties acknowledge and agree that this BAA shall be of no
force and effect unless and until a duly authorized representative of each party has signed the
following signature page where indicated.
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IN WITNESS WHEREOF, the undersigned have caused this Business Associate
Agreement to be duly executed as of the Effective Date.
BUSINESS ASSOCIATE COVERED ENTITY
OneBridge Benefits Inc. The Plan Sponsor named above
for its OneBridge Benefits Plans
�DoeuSigned by: DoeuSigned by:
By: ,ulA By f // 1-A
'-6E0BA37040C4458 C413DA0B�491.
Print Name: Bob Juda Print Name: Chris Clayton
Print Title: Director of Comm. &Compliance Print Title: City Manager
Date: 10/21/2022 Date:10/21/2022
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OneBridge Benefits
OneBridge Benefit Plans
MASTER SERVICES AGREEMENT
This Master Services Agreement(this "Agreement" or"MSA") is entered into and
effective as of January 1, 2023, (the"Effective Date") by and between OneBridge Benefits Inc.
("OneBridge") and City of Central Point(the "Plan Sponsor").
WHEREAS, the Plan Sponsor, by formal action of its governing body or other authorized
action, has formally approved the establishment of one or more employee welfare benefit plans
(the `Benefit Plans"); and
WHEREAS,the Plan Sponsor has approved the use of OneBridge's proprietary plan
documents (referred to herein as the "OneBridge Plan Documents"or"Plan Documents") to
implement the Plan Sponsor's Benefit Plans and the engagement of OneBridge and certain other
service providers to assist the Plan Sponsor in the administration of the Plan; and
WHEREAS, OneBridge and the Plan Sponsor desire to set forth the terms and conditions
of the Plan Sponsor's engagement of OneBridge to assist in the administration of the Plan
Sponsor's Benefit Plans and use of the OneBridge Plan Documents.
NOW, THEREFORE, the parties hereto agree as follows:
1. Engagement of OneBridge by Plan Sponsor; Services. The Plan Sponsor shall
serve as the plan administrator responsible for overseeing and supervising the administration of
the Plan Sponsor's Benefit Plans (the "Plan Administrator"or the "Administrator")or may in
writing to OneBridge designate one or more representatives who may act on behalf of the Plan
Sponsor in its capacity as the Plan Administrator. Without relieving the Administrator of any of
its obligations under the Plan, the Plan Sponsor hereby engages OneBridge to provide ministerial
and non-discretionary services, including (i) "Administration Support Services"provided by a
Third Party Administrator as defined and otherwise specified in the Plan Documents, (ii)the
services described in each Administrative Services Appendix (defined below)and attached
hereto, and (iii) other services at the direction of the Plan Sponsor or Administrator that
OneBridge agrees to perform (collectively,the "Services"). The Plan Sponsor authorizes and
appoints OneBridge as the Third Party Administrator under the Plan Documents or as otherwise
specified or permitted under the Plan Documents to assist the Administrator in the performance
and execution all of the duties, powers, and responsibilities of the Administrator specifically
defined in the Plan Documents, subject to the approval and direction of the Administrator or Plan
Sponsor for any such duties, powers, or responsibilities that require the discretion of the
Administrator or that are not otherwise specifically prescribed in the Plan Documents.
OneBridge acknowledges and agrees that the performance of the services hereunder by
OneBridge and its agents and subcontractors shall be performed in a manner reasonably intended
to comply with applicable law and the terms of the Plan Sponsor's Benefit Plan and with a
standard of care, skill, and diligence consistent with practices and procedures used in well-
managed operations performing services comparable to the Services to be performed by
OneBridge hereunder. In addition, OneBridge will, and will cause each of its subcontractors to,
obtain and maintain at its own cost all licenses and registrations required by state and federal law
to operate its business and to perform its services hereunder.
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2. Fiduciary Status and Discretionary Authority.
(a) The Plan Sponsor acknowledges and agrees that the appointment of OneBridge to
perform its Services is not intended to transfer fiduciary status or liability to OneBridge. The Plan
Sponsor retains final, discretionary authority and responsibility to construe the terms of the Plan,
monitor the performance of service providers,and control the Plan's assets. To the extent the Plan
Sponsor delegates duties or responsibilities to OneBridge, OneBridge shall not be deemed to be
making discretionary decisions in fulfilling those duties or responsibilities. Claims administration
shall not be considered discretionary to the extent that OneBridge is evaluating the validity or
authenticity of documentation presented for substantiation and evaluating whether the expense for
which reimbursement is requested is a qualified expense under applicable law.
(b) Plan Sponsor shall have the sole responsibility and final authority to determine
whether any individual is eligible to enroll in or entitled to coverage under the Plan, and how
coverage and payments for coverage of various benefit options under the Plan will be administered
under leaves of absence. Plan Sponsor shall furnish to OneBridge, in a manner and frequency to
be determined by the parties, eligibility and contribution information regarding Plan participants
(including employment terminations and other status changes that effect coverage under the Plan
or benefit options administered by OneBridge) and shall update such eligibility and contribution
information as soon as possible after any change has occurred. OneBridge shall not be responsible
for the accuracy or completeness of the eligibility and funding information provided to it by Plan
Sponsor or the Plan Administrator and shall have no obligation or duty to determine or verify
whether such information is accurate or complete or made in accordance with the obligations,
policies, or legal requirements of Plan Sponsor with respect to the same.
3. Administrative Services Appendices. The Services provided by OneBridge will
include the Services described in each administrative services appendix attached hereto, as
elected by the Plan Sponsor below(each an "Administrative Services Agreement"or"ASA"),
and the Plan Sponsor and OneBridge hereby agree to the description of Services, compensation,
and other terms and conditions set forth in each ASA:
❑ YourWay Funded HRA Services (ICHRA, Supplemental HRA, or Retiree HRA)
® YourWay Salary Reduction Plan Services (POP, Health FSA, DCAP)
Each ASA is hereby incorporated into and made a part of this Agreement for all purposes and
shall be governed by, construed and subject to the terms and conditions this Agreement, except
as provided otherwise by the specific terms of the ASA. References herein to"this Agreement"
or"this MSA" shall mean this Agreement or this MSA and any ASA incorporated into and made
a part hereof, and references in any ASA to "this Agreement"or this "ASA" shall mean this
Agreement or this MSA together with the ASA referencing"this Agreement"or this "ASA."
4. Compensation and Expenses: Regulatory Fees and Governmental
Assessments.
(a) Administrative Service Fees and Expenses. The Plan Sponsor accepts and agrees
to the schedule of (i) direct compensation in the form of fees and expenses and (ii) indirect
compensation OneBridge may receive in connection with the Services, in each case as set forth in
each ASA. The Plan Sponsor acknowledges and agrees that,to the extent permitted by law, direct
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compensation in the form of fees and expenses will be paid by the Plan Sponsor or out of Plan
assets (i.e., allocated to benefits accounts or employer accounts) in the manner described in the
applicable ASA or as otherwise determined by the Plan Sponsor.OneBridge shall provide the Plan
Sponsor advance written notice of any change in direct or indirect compensation permitted by the
applicable ASA, and unless the Plan Sponsor objects to the change in fees and expenses within
thirty (30) days of receiving notice from OneBridge, the Plan Sponsor shall be deemed to have
accepted and agreed to the change. Any change in fees or expenses in this manner is subject to
the Plan Sponsor's right to remove OneBridge and OneBridge's right to resign as provided herein.
(b) Regulatory Fees and Expenses. The Plan Sponsor accepts and agrees to the
schedule of regulatory fees and expenses that are set forth in each ASA and acknowledges and
agrees that, to the extent permitted by law, such regulatory fees and expenses will be paid by the
Plan Sponsor or out of Plan assets (i.e., allocated to benefits accounts and employer accounts) in
the manner described in the applicable ASA or as otherwise determined by the Plan Sponsor.
OneBridge shall provide the Plan Sponsor advance written notice of any increase in regulatory
fees and expenses due to a change in applicable regulatory fees or expenses and will notify the
Plan Sponsor in writing of any new governmentally imposed fee, tax, or assessment
("Governmental Assessment") that may be prescribed and applicable to the Plan Sponsor or the
Plans from time to time,and the Plan Sponsor acknowledges and agrees that the Plan Sponsor shall
be liable for payment of such Governmental Assessment unless the applicable law or regulation
imposing such Governmental Assessment permits such fee to be assessed against Plan assets or
requires that it be paid directly by OneBridge, in which case the Plan Sponsor agrees to reimburse
OneBridge for any Governmental Assessment applicable to the Plan Sponsor or the Plan that is
required by applicable law or regulation to be paid by OneBridge. If the Plan Sponsor notifies
OneBridge in writing that any such Governmental Assessment is not lawfully or properly assessed,
or is questionable, the Plan Sponsor may contest the validity thereof in any manner deemed
appropriate by the Plan Sponsor. The Plan Sponsor hereby agrees to indemnify and hold
OneBridge harmless in accordance with Section 12 hereof from any liability arising from the Plan
Sponsor's contest of or failure or refusal to pay any Governmental Assessment.
5. Additional Services. The Plan Sponsor and OneBridge may mutually agree on
additional services to be provided for an additional fee under any ASA. Any and all additional
services shall be agreed upon pursuant to a separate written amendment to or amendment and
restatement of the ASA executed by the parties that references this Agreement and the applicable
ASA. Plan Sponsor agrees that OneBridge may from time to time and for no additional fee,
independently expand or improve the Services for the benefit of the Plan Sponsor or Participants
without the requirement of a written amendment executed by either party; provided, however,
that OneBridge shall be entitled to deliver a unilaterally amended and restated ASA to the Plan
Sponsor in the event it elects to so expand or improve the Services, and unless the Plan Sponsor
objects to the amended and restated ASA within thirty(30) days of receipt from OneBridge, the
Plan Sponsor shall be deemed to have accepted and agreed to it. Expansion or improvement of
the Services in this manner is subject to Plan Sponsor's right to remove OneBridge and
OneBridge's right to resign as provided herein.
6. Subcontractors; Compensation to Service Providers. The Plan Sponsor
authorizes OneBridge to engage at its own expense one or more agents or sub-contractors to
carry out the Services to be performed by OneBridge. In addition,the Plan Sponsor hereby
authorizes OneBridge to arrange for or cause the reasonable and necessary compensation and
expenses of all Plan service providers (including those engaged directly by the Plan Sponsor or
the Administrator)to be (i) invoiced to and collected from the Plan Sponsor, (ii) paid out of Plan
assets by assessment of benefits accounts or employer accounts as plan administration expenses
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to the fullest extent permitted by applicable law and as specified in the applicable ASA, or(iii)
paid as otherwise approved in writing by the Plan Sponsor. Notwithstanding the above,
OneBridge shall remain responsible for the delivery of all Services covered by this Agreement
and each ASA and shall be liable for the acts or omissions of its agents of subcontractors to the
same extent as if OneBridge were performing such Services.
7. Use of OneBridse Plan Documents: Amendments.
(a) The OneBridge Plan Documents, including any summary plan description for any
OneBridge Benefit Plan covered by this Agreement, will cover the terms and conditions,
provisions, and disclosures required by applicable law only for the OneBridge Benefit Plans and
not for any other benefit plan of the Plan Sponsor that is not covered by this Agreement.
(b) The Plan Sponsor agrees that it may utilize the OneBridge Plan Documents only
while OneBridge is engaged hereunder and appointed as the Third Party Administrator under the
OneBridge Plan Documents. Upon resignation by or removal of OneBridge as provided herein,
the Plan Sponsor shall no longer have the right to utilize OneBridge's proprietary OneBridge Plan
Documents, and any use of the OneBridge Plan Documents by the Plan Sponsor after the
resignation by or removal of OneBridge Benefits as the Third Party Administrator for the Plan
Sponsor's Benefit Plan is subject to the Plan Sponsor's indemnification obligations hereunder.
(c) The Plan Sponsor understands and agrees that the OneBridge Plan Documents will
be used by multiple plan sponsors and employers who have adopted the OneBridge Plan
Documents and for which OneBridge provides Administrative Support Services. As part of its
Services, OneBridge may cause one or more of the Plan Documents, plan literature, educational
materials,or plan forms to be amended,restated,or replaced from time to time(each an"Amended
Plan Document"). In order to provide the Services effectively for the Plan Sponsor and other plan
sponsors and employers who utilize OneBridge's services and proprietary OneBridge Plan
Documents, the Plan Sponsor agrees that, unless the Plan Sponsor objects in writing to the
Amended Plan Document within thirty (30) days of receipt from OneBridge, the Plan Sponsor
shall be deemed to have accepted and agreed to it. Approval and execution of Amended Plan
Documents in this manner is subject to Plan Sponsor's right to remove OneBridge and
OneBridge's right to resign as provided herein.
(d) The Plan Sponsor further understands and agrees that unilateral amendments
requested by the Plan Sponsor may not be accepted by OneBridge if OneBridge determines that it
would be unable to amend the OneBridge Plan Document for all plans who utilize its services or
would be unable to effectively provide the Services to the Plan Sponsor's Plans or plans of other
plan sponsors in the light of such proposed amendment. Accordingly, any Plan or Plan Document
amendment proposed by the Plan Sponsor must be submitted to OneBridge, and such amendment
shall not take effect until OneBridge delivers written acceptance of the amendment. The Plan
Sponsor's right to unilaterally amend the terms and conditions of any Plan Sponsor Benefit Plan
and any applicable Plan Document, and OneBridge's right to accept or not accept an amendment,
is subject to OneBridge's right to resign and the Plan Sponsor's right to remove OneBridge
pursuant hereto.
8. Plan Adoption.
(a) Pan Sponsor/Emnlover Information. To assist OneBridge in the performance of its
Services, the Plan Sponsor agrees to provide OneBridge information upon request regarding
internal resources of the Plan Sponsor who are responsible for working with OneBridge in
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connection with the administration of the Plan Sponsor's OneBridge Benefit Plans. The Plan
Sponsor will also provide the address for notices delivered pursuant to Section 17 hereof and the
name and contact information for internal personnel (which may be only one individual)who will
serve as the Privacy and Security Official(s) on behalf of the Plan Sponsor's Plans and to provide
OneBridge with timely updates to Privacy Official and Security Official contact information as it
may change from time to time. The Plan Sponsor's Privacy and Security Official(s) will be the
primary contact(s) for all HIPAA privacy and security matters affecting the Plan.
(b) The Plan Sponsor agrees to execute a Plan Adoption Agreement pursuant to which,
among other things, the Plan Sponsor will adopt the applicable OneBridge Benefit Plans and the
OneBridge Plan Documents.
(c) The Plan Sponsor may amend certain terms and conditions of its Plan, including
contribution funding methods and levels,eligibility requirements,and other variable Plan features,
at any time, provided, however, that no such amendment may be prohibited by applicable law or
any trust established in connection with the Plan, and any such amendment shall be subject to
acceptance by OneBridge (including confirmation that OneBridge can continue to provide
Administration Support Services on behalf of the Plan Sponsor)and the Plan Sponsor's acceptance
of any additional fees or charges that may result from such changes to the Plan.
9. Records. OneBridge shall maintain books, records, participant-level paperwork
and documentation, and data concerning the Services(the"Records") and retain such Records for
a minimum of seven(7)years after the end of the calendar year in which they are collected,or for
any longer period required by applicable law. OneBridge may retain Records in either electronic
or hard copy format. Upon the termination or expiration of this Agreement, or if requested by the
Plan Sponsor, OneBridge shall return or destroy all Records,to the extent permitted by applicable
law,within sixty(60)days of such request;provided however that OneBridge may retain one copy
of any Records for the purpose of complying with internal document preservation obligations,
policies, or procedures or applicable law.
10. Term: Termination: Wind Down.
(a) This Agreement is effective as of the Effective Date set forth above and shall remain
in full force and effect until terminated by either party as provided herein. Each ASA is effective
as of the date set forth therein and shall remain in full force and effect until terminated by either
party as provided herein or as may be otherwise specifically provided by the terms of the ASA.
(b) OneBridge may resign and terminate this Agreement or any ASA with or without
cause at any time by giving written notice to the Plan Sponsor at least ninety(90)days before such
resignation is to become effective, unless such notice is waived by the Plan Sponsor. The Plan
Sponsor may remove the OneBridge and terminate this Agreement or any ASA, with or without
cause, by giving written notice to OneBridge at least ninety (90) days before such removal is to
become effective, unless such notice is waived by OneBridge.
(c) Upon ten (10) days' prior written notice, either party hereto may terminate this
Agreement or any ASA for cause due to a material default of the other party that has occurred and
continued without cure for at least 30 days following receipt of written notice of the material
default from the other party.
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(d) OneBridge shall not be liable for the acts or omissions of any Administrator or
successor service provider to OneBridge as the Third Party Administrator or otherwise providing
one or more services similar the Services provided by OneBridge ("Successor Service Provider").
(e) In connection with any termination of this Agreement by either party hereto,
OneBridge will use best efforts to cooperate with the Plan Sponsor and any Administrator or
Successor Service Provider to accomplish an orderly transition of business and, on or before the
termination date,transfer of functions, books, records, documentation, data, monies and other
plan assets. Prior to the termination date, OneBridge will provide all necessary staff, services,
and assistance required for such orderly transfer, including participation by appropriate personnel
in periodic conference calls to effect a smooth transition. For a period of seven years following
any termination of this Agreement, OneBridge will (i) maintain all participant-level paperwork
and documentation and, upon request and at the Plan Sponsor's expense, deliver or make-
available to the Plan Sponsor all or any portion of such paperwork and documentation in a
manner reasonably acceptable to Plan Sponsor and (ii) cooperate and assist with any audit,
examination, review, or inspection of the Plan Sponsor's Plan for which OneBridge is
maintaining records, subject to OneBridge's right to charge a reasonable hourly fees and
expenses for these services to the extent the assistance requires material time or resources.
11. Uadatine and Delivery of Plan Information: Reliance on Information.
(a) Specific terms of each Plan, including the Plan Effective Date, Plan Year,the class
or classes of employees to be covered by the Plan, waiting periods, carry-over and grace period
features, and the contribution policies for each class of employees, etc., are specified in a "Plan
Information Summary," which is a component of the "Summary Plan Description" or "SPD" for
each of the Plan Sponsor's Benefit Plans. The Plan Sponsor agrees that, annually, and otherwise
upon the reasonable request from OneBridge, the Plan Sponsor will provide OneBridge with
updates to its plan design terms or elections and the information contained in its Plan Information
Summary for each Plan, as well as any census reports, current collective bargaining agreements,
employment contracts, employer policies, or other information requested by OneBridge to assist
OneBridge in the performance of the Services. The Plan Sponsor hereby directs OneBridge to
update the Plan Information Summary and SPD on an annual basis and as otherwise required by
law based upon the updated information provided by the Plan Sponsor to OneBridge.
(b) In the performance of its Services hereunder and under the Plan Documents,
OneBridge shall have the right to rely on information provided by the Plan Sponsor with respect
to the Plan Information Summary and any policies or contractual obligations relating to, among
other things, employee eligibility and contribution funding policies and shall have no obligation
to confirm the Plan Sponsor's compliance with such agreements, contracts, or policies or whether
such agreements, contracts, or policies comply with applicable law.
12. Indemnification and Liability.
(a) OneBridge Indemnification Oblivations. OneBridge hereby agrees to defend,
indemnify, and hold harmless the Plan Sponsor and its affiliates, agents and sub-contractors, and
each of their officers, employees, successors, and assigns against any and all costs, losses,
damages, expenses, and charges, including reasonable court costs and attorneys' fees and costs
(collectively, "Losses"), resulting from any claim, cause of action,judgment, or liability of any
nature by a third party (including a Participant) (collectively, "Claim" or"Claims") arising out of
OneBridge's material breach of or failure to perform its obligations under this Agreement or the
Plan Documents or such other act or omission that is outside the scope of OneBridge's authority
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under this Agreement or the Plan Documents (unless such act or omission is at the direction of or
authorized by the Plan Sponsor, or Administrator) but only to the extent such breach, act, or
omission is the result of the gross negligence, willful misconduct, or illegal acts of OneBridge.
(b) Plan Sponsor's Indemnification Obligations. Plan Sponsor hereby agrees to
defend,indemnify,and hold harmless OneBridge and its affiliates,agents and sub-contractors,and
each of their officers,employees,successors,and assigns against any and all Losses resulting from
any Claim arising out of(i)the Plan Sponsor's or Administrator's material breach of or failure to
perform its obligations under this Agreement or the Plan Documents, or other act or omission by
Plan Sponsor or Administrator in connection any Plan, but only to the extent such breach, act, or
omission is the result of the gross negligence,willful misconduct,or illegal acts of the Plan Sponsor
or Administrator, as applicable; (ii) the Plan Sponsor's or Administrator's contest of or failure or
refusal to pay any Governmental Assessment or to reimburse OneBridge for its payment of any
Governmental Assessment applicable to the Plan or the Plan Sponsor that is required by law to be
assessed and or paid by OneBridge as the Third Party Administrator for the Plan, (iii) any act or
omission of OneBridge undertaken pursuant to the direction or authorization of the Plan Sponsor
or Administrator, or their designees, agents, or employees in the exercise of such party's
discretionary authority; (iv) in connection with any non-discrimination testing performed at the
election of the Plan Sponsor, or(v)the actions or omissions of any Successor Service Provider or
prior third-party administrator or service provider providing one or more similar services to the
Plan as provided by OneBridge.
(c) Indemnification Procedure. Each indemnified party shall provide the indemnifying
party with prompt written notice of any Claim for which the indemnified party is seeking or may
seek indemnification hereunder; provided that the failure of the indemnified party to promptly
notify the indemnifying party hereunder shall not relieve the indemnifying party of any liability
with respect to the Claim,except to the extent the indemnifying party demonstrates that the defense
of the Claim is prejudiced by such failure. The indemnified party shall provide reasonable
cooperation (at the indemnifying party's expense) and full authority of the indemnifying party to
defend or settle the claim. The indemnifying party shall keep the indemnified party fully informed
concerning the status of any litigation, negotiations or settlements of any Claim. The indemnified
party shall be entitled, at its own expense, to participate in any action with counsel of its own
choosing. The indemnifying party shall not have the right to settle any Claim if such settlement
arises from or is part of any criminal action or proceeding, or contains a stipulation to, or an
admission or acknowledgement of, any wrongdoing (whether in tort or otherwise) on the part of
the indemnified party, without the prior written consent of such indemnified party.
(d) General Limitation on Liability. Except as specifically provided in paragraphs (e)
and (f) of this Section, neither party shall be liable for (i) consequential, indirect, incidental,
special,exemplary,punitive or enhanced damages, lost profits or revenues, or diminution in value,
regardless of whether based on contract,tort, strict liability or otherwise or whether such damages
were foreseeable or the party liable was advised of the possibility of such damages or(ii)damages
in excess of$1,000,000 in the aggregate.
(e) Liability for Unauthorized Disclosures. With respect to liability resulting from an
unauthorized use or disclosure of protected health information or other personally identifiable
information or data protected by state or federal law, in no event will OneBridge be liable for any
damages in excess of$2,000,000 in the aggregate.
(f) Force Majeure. Except for the Plan Sponsor's obligation to pay fees and expenses
to OneBridge pursuant to Section 2, neither party will be liable for any failure or delay in the
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performance of its obligations hereunder by reason of any event or circumstance beyond its
reasonable control, including but not limited to acts of God, war, riot, strike, labor disturbance,
fire, explosion, telephone or internet network failure, flood, pandemic, epidemic, public health
emergency, communicable disease outbreak (or any governmental order or regulation issued in
connection therewith), or other reason of like nature not the fault of the party delayed.
13. Rules,Policies, and Procedures. The Plan Sponsor hereby adopts and
establishes such rules, policies and procedures as are set forth in the Plan Documents or other
forms, literature, and educational materials for the OneBridge Benefit Plans of the Plan Sponsor
covered by this Agreement. To the extent not set forth in the Plan Documents or this Agreement,
the Plan Sponsor hereby authorizes and directs to establish such rules and procedures as it deems
appropriate to provide the Services in accordance with this Agreement,the Plan Documents, and
the direction of the Plan Sponsor, all of which shall be binding upon the Plan Sponsor,
Administrator, Participants, and other individuals who may be entitled to benefits under the
Benefit Plans.
14. No Legal or Tax Advice. The Plan Sponsor acknowledges and agrees that
OneBridge is neither a legal nor tax advisor, nor shall be construed as having provided legal or
tax advice,to the Plan, the Plan Sponsor, Administrator, or any Participant. The Plan Sponsor
acknowledges and agrees that it is responsible for consulting with its own legal counsel, financial
advisors, and tax professionals regarding the operations and administration of the Plan, and the
Plan's compliance with applicable laws and regulations and the tax exemption or tax
deductibility of contributions to any Benefit Plan or the tax exemption of any earnings on plan
assets under or benefits paid out of or under any Benefit Plan.
15. Construction and Interpretation of this Agreement; Conflicts.
(a) Headings used in this Agreement and any ASA are inserted for convenience of
reference only and are not to be used in interpreting the provisions. Unless expressly noted
otherwise, references to or definition of(1) any document, instrument, or agreement, (2)policy or
procedure established, approved, or adopted by a party, or (2) any federal or state statute,
regulation, administrative decision, ruling, rule, guidance, or order, shall mean the same as
amended, restated, supplemented, or otherwise modified from time to time. The words
"including," "includes," and "include" are used to mean without limitation. The word"or" is not
exclusive. Wherever from the context it appears appropriate,each term stated in either the singular
or plural shall include the singular and the plural,and pronouns stated for convenience in a specific
gender(e.g., masculine, feminine, or neuter gender) are intended to include all genders.
(b) In the event of any conflict between the provisions of this MSA and one or more of
the ASAs,the conflict shall be resolved first by reference to the applicable ASA,then to this MSA.
16. HIPAA Requirements and Certification; Applicability of State Laws: and
Applicability of Nondiscrimination Rules; Authorized Representative for Regulatory
Filings.
(a) Plan Sponsor acknowledges that each Plan is a "Covered Entity" and meets the
definition of a"Health Plan,"as such terms are defined under the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA") and the regulations thereunder ("HIPAA Regulations").
As a condition to OneBridge's execution of this Agreement,the Plan Sponsor and OneBridge have
executed a HIPAA Business Associate Agreement and agree to execute any amendments thereto
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or replacements thereof as required by law. Plan Sponsor may be required to adopt certain policies
and procedures on behalf of the Plan that are prescribed by HIPAA and the HIPAA Regulations.
The Plan Sponsor hereby acknowledges that the Plan Documents incorporate the provisions of 45
C.F.R. § 164.504(f)(2)(ii)regarding provisions required to be included in the Plan Documents,and
the Plan Sponsor hereby agrees to the conditions of disclosure described therein.
(b) The Plan Sponsor may, pursuant to the terms of the Plan Documents, request and
receive certain participant data that is considered by the Plan to be protected health information
(PHI)under HIPAA. Upon receipt of an executed HIPAA Compliance Certificate attached hereto
as Addendum A, the Plan may share requested PHI with the Plan Sponsor, so long as it will be
used by Employer or Plan Sponsor exclusively for Plan administration purposes,and Plan Sponsor
certifies it will take the steps specified in the Plan document to protect such PHI.
(c) Plan Sponsor acknowledges that various state laws applicable to the Plan or the
Plan Sponsor may affect certain aspects of the Plan or the Plan Sponsor's ability to adopt the Plan.
These may include, without limitation, state laws regarding the investment of public funds, the
permissibility of the Plan Sponsor to act as a trustee or fiduciary, conflicts with other statutory or
state-sponsored plans, state agency reporting requirements, and the applicability of state income
taxes.Plan Sponsor should seek the advice of its own legal or tax counsel for such state-law issues.
(d) Plan Sponsor acknowledges that one or more federal and state laws and regulations
prescribe non-discrimination rules for each Plan with respect to eligibility for, contributions to,
and benefits under each Plan, and assets held in trust with respect to each Plan, including without
limitation §§ 105(h) and 505(b) of the Internal Revenue Code of 1986, as applicable. While
OneBridge may assist the Plan Sponsor in designing its Plans to comply with these rules, Plan
Sponsor acknowledges that neither OneBridge, nor any of its affiliates, sub-contractors, agents,
representatives, officers, or employees accepts any responsibility for Plan Sponsor's compliance
with §105(h), §505(b)or such other nondiscrimination laws and that the Plan Sponsor will review
its collective bargaining agreements and eligibility and contribution policies with its own legal and
tax counsel to confirm compliance with these legal requirements.
(e) As part of the Services under one or more ASAs, OneBridge will make or file
regulatory filings, reports, payments or applications, including applications for tax exemption or
other regulatory exemptions or approvals on behalf of the plan or any trust established to hold plan
assets ("Regulatory Filings") on behalf of the Benefit Plans or the Plan Sponsor. In some cases,
applicable law requires that Regulatory Filings be made by the Plan Sponsor, including without
limitation, submission and payment the Patient Centered Outcomes Research Institution Fee via
IRS Form 720 and submission of an application for tax exemption of a VEBA trust via IRS Form
1024. The Plan Sponsor desires that OneBridge facilitate Regulatory Filings on behalf of the Plan
and the Plan Sponsor, and the Plan Sponsor hereby appoints OneBridge as its authorized
representative to execute and submit Regulatory Filings on its behalf to the extent applicable law
requires any Regulatory filings be made or submitted by the Plan Sponsor. OneBridge's
appointment as an authorized representative of the Plan Sponsor for Regulatory Filings is subject
to the Plan Sponsor's right to remove and OneBridge's right to resign as provided herein.
17. Notices. Unless otherwise indicated below or as provided by the Plan Sponsor
pursuant to Section 8, any notice required or permitted under this Agreement shall be in writing
and shall be deemed delivered when deposited in the United States mail, postage prepaid,
certified mail,return receipt requested, addressed to the respective parties at the addresses set
forth below.
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(a) The address for delivery of all communications to the Plan Sponsor or a
Participating Employer will be provided by the Plan Sponsor and updated as provided under
Section 8.
(b) The address for delivery of all communications to OneBridge shall be:
By mail to:
ATTN: Official Notices
OneBridge Benefits
170 Franklin St, Suite 700
Buffalo,NY 14202
(716) 254-6100
Or by email to: officialnotices(cr�onebridgebenefits.com
18. Entire Agreement.
(a) Except for (1) the HIPAA Business Associate Agreement executed in connection
herewith and (2) any Procurement Contract described in subsection (b) below, this Agreement
constitutes the complete agreement of the parties regarding the subject matter hereof and replaces
and supersedes any prior written or oral agreement between the parties regarding its subject matter.
No representations or warranties have been provided by any party to this Agreement to any other
party to this Agreement except as specifically set forth in this Agreement.
(b) If the Plan Sponsor and OneBridge have entered into a separate written agreement
governing the terms and conditions of OneBridge's Services or pursuant to the terms of a request
for proposal or OneBridge's response thereto, such agreement(the"Procurement Contract"), shall
be attached hereto as Addendum B. In the event of a conflict between this Agreement and the
Procurement Contract, the terms of the Procurement Contract, at the election of either the Plan
Sponsor or OneBridge, shall control.
19. Amendments. Except as specifically provided in Sections 4 and 5 with respect to
changes in fees and expenses or the expansion or improvement of Services by OneBridge,this
Agreement may be amended only in writing, and no purported oral agreement or understanding,
or conduct or course of conduct, will be binding on any party hereto, unless reduced to writing
and executed by authorized officers of all parties hereto.
20. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original, and all of which together will constitute one and the
same agreement. Facsimile delivery transmission or electronic delivery in portable document
formation (".pdf') or tagged image formation (".tiff') by any party hereto of its executed
counterpart shall constitute the valid and binding execution hereof by such party. The Plan
Sponsor and OneBridge agree that electronic signatures constitute a valid and binding execution
by the party electronically signing this Agreement.
21. Assignability. This Agreement calls for the personal services of OneBridge and
for certain financial and other specified obligations of Plan Sponsor. OneBridge shall not assign
its rights or obligations hereunder without the prior written consent of the Plan Sponsor. The
Plan Sponsor shall not assign its rights or obligations hereunder without the prior written consent
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of OneBridge.Notwithstanding the foregoing, OneBridge shall have the right, without the prior
consent of the Plan Sponsor, to assign this Agreement to any successor to all or substantially all
of its assets and business by dissolution, acquisition,merger, consolidation, transfer of assets,
change or conversion of entity type, or otherwise, or to any entity that has ownership control
over OneBridge.
22. Successors and Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and each of their respective successors and assigns to the
extent permitted hereby.
23. Survival. The provisions of this Agreement, which by their nature survive
expiration or termination of this Agreement, shall survive. Any remedies for material breach of
this Agreement shall also survive any termination or expiration.
24. Governing Law; Jurisdiction. This MSA shall in all respects be interpreted,
enforced and governed in and under the laws of the State of Delaware,without reference to
choice of law principles. Should any provision of this Agreement be declared or determined by
any court to be illegal or invalid, the validity of the remaining parts shall not be affected thereby,
and the illegal or invalid part shall be deemed not to be a part of this Agreement. Any dispute
arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction
of the state or federal courts located in the County of Erie,New York.
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IN WITNESS WHEREOF, the Plan Sponsor and OneBridge hereby execute and deliver
this Agreement, as evidenced by the signature below of an authorized officer thereof and shall be
effective as of the date set forth in the introduction to this Agreement.
Plan Sponsor
City of Central Point
By: tDocuSigned by:
LL4'is azulfoin,
auto orizea`signatory
Printed Name: Chris Clayton
Title: City Manager
Dated: 10/21/2022
OneBridge Benefits Inc.
DocuSigned by:
By: I bolo .%A
Ailior zeaesignatory
Printed Name: Bob Juda
Title: Director, Comm./Compliance
Dated: 10/21/2022
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OneBridge Benefits
ADMINISTRATIVE SERVICES APPENDIX
for Salary Reduction Plan Services
Premium Only Plan /Health FSA/Dependent Care FSA
This Administrative Services Appendix for Salary Reduction Plan Services (this "Salary
Reduction Plan ASA" or this "ASA") is incorporated into and made a part of the Master Services
Agreement("MSA") effective as of January 1, 2023, by and OneBridge Benefits Inc.
("OneBridge")and City of Central Point(the "Plan Sponsor"). This ASA is effective as of
January 1, 2023.
25. Services.
(a) The Services for cafeteria plan administration covered by the MSA and this ASA
shall include administrative services for the Plan Sponsor's Benefit Plans elected below:
® Premium Only Plan
I Health Flexible Spending Account(FSA)
® Dependent Care FSA
(b) With respect to the Benefit Plans elected by the Plan Sponsor to be covered by this
ASA, the following services are included, as the same may be amended from time to time in
accordance with the MSA:
1) Web Portal:
• OneBridge will maintain operational web portal for the benefit of Participants
and Plan Sponsor
2) Plan Design and Adoption:
• Assist the Plan Sponsor with Plan design elections and completion of Plan
Adoption Agreement and other onboarding materials
• Provide Plan Sponsor with Plan adoption/welcome package after execution of
MSA and receipt of a completed adoption agreement
• Set up any applicable grace period, run-out period, or carryover as provided in
the Plan Documents and in accordance with applicable law.
3) Eligibility and Enrollment Management:
• Enter eligibility information at the employer level
• Set-up new FSA participant accounts (health and/or dependent care, as
applicable) during the enrollment period using enrollment upload file (census
enrollment) and employer plan design information (new hires starting during
plan year may enroll via an enrollment form)
• Administer election changes at employer or Plan Administrator direction
(qualified life event changes will be accepted only from the Plan
Administrator).
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4) Contribution Funding:
• As elected by Plan Sponsor, manage funding of contributions as employee
elections are withheld or upon request for funds made by OneBridge
• Monitor Plan Sponsor's reserve requirement and communicate to Plan Sponsor
any additional funding amount required to secure Plan Sponsor's obligation to
pay traditional claims or debit card transactions
5) Forms and Documents:
• Provide,update,maintain,and distribute in accordance with applicable law all Plan
Documents, including Summary Plan Description and Summary of Material
Modifications
• Develop, update, and maintain all plan forms (including, but not limited to,
enrollment forms, claim forms, election forms, question-and-answer forms,
etc.,) necessary for the operation and administration of the Plan in accordance
with the Plan Documents
• Develop, update, print, and maintain all plan literature and other information
necessary or desirable to support employer and employee education
6) Customer Support:
• Provide customer service and assistance to Participants regarding education and
enrollment, Plan benefits, website and other Plan questions and assistance
regarding benefit accounts
• A toll-free number will be made available between the hours of 8am—5pm ET
Monday through Friday(except holidays)
• Provide technical,compliance,and educational support to the Plan Sponsor and
Participants
7) Debit Card Services:
• Make a debit card program available for all employees enrolled in the Plan to
be used by card recipients to pay for eligible expenses in accordance with
applicable law
8) Claim Reimbursement:
• Provide claim reimbursement by check or direct deposit as elected by the
participant.
• Accept claims electronically via the portal, mobile application, or paper claim
form
• Only claims submitted in accordance with the instructions set forth on
OneBridge's claim forms will be processed
• Process claims, claim denials, and appeals in accordance with applicable law
• Make reasonable attempts to request repayment of overpaid claims or
unsubstantiated debit card payments or offset the ineligible payment against any
claims for future eligible expenses in accordance with the Plan Documents and
applicable rules and regulations
• Claims reimbursement services include determination if a receipt is valid and
covers a qualified expense under IRC § 213(d), and delivery of all applicable
notices required in the Plan document. Any determination on formal appeal
requiring discretion must be approved in writing by the Administrator
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9) Recordkeeping:
• Provide recordkeeping services for Participant and Employer Accounts
• Maintain and provide access to all records received, maintained, or created by
OneBridge relative to the Plan as needed for Plan audits
• Assist with the investigation of errors reported to the Plan by a Plan Sponsor,
Employer, or Participant
10)Plan Operation and Compliance:
• Operate the plan in compliance with all federal laws and regulations applicable
to the Plan and any trust used to fund plan assets, including:
o Draft, create, and make any changes to Plan documents, Plan forms, Plan
materials, Plan literature, and Plan policies and procedures as are routine,
desirable, or necessary to improve the efficiency and effectiveness of the
operation of the Plan, clarify ambiguities for the benefit of the
Administrator, Plan Sponsor, or Eligible Participants, and to comply with
applicable legal requirements
o Provide reasonable assistance and services necessary to obtain or make all
necessary regulatory or other governmental filings, registrations and
approvals for this Plan and facilitate payment of applicable Governmental
Assessment
• Assist with communication between, and coordinate the activities of, all
subcontractors and service providers to the Plan
• Facilitate payment of operating expenses of the Plan in accordance with the
Plan Documents and direction of the Administrator
• Recommend and implement operational and compliance practices and
procedures for the effective and efficient and compliant operation of the Plan
11)Communication:
• Draft periodic Plan Sponsor/Employer and Participant communications regarding
legal and compliance updates,participant rights and responsibilities,and reminders
regarding Plan benefits, policies, and procedures, etc.
• Prepare and deliver notices and documents to Participants and Plan Sponsor/
Employer, as necessary, desirable,required by law, or as otherwise agreed-
12)Reporting and Audit Support:
• Provide Plan Sponsor with contribution and participant information from which
Plan Sponsor will be able to complete and file any applicable filings or reports
• At the completion of the plan year,make available the following annual reports:
• Plan Funding Summary
• Deposits Received
• Forfeiture Report by Participant
• Election Events (midyear new elections or changes)
• Provide reasonable assistance with regulatory audits applicable to the Plans
13)Application of Forfeitures (or Experience Gains):
• At the election of Plan Sponsor and to the extent permitted by ERISA (if
applicable)and other applicable law,at the end of the plan year,OneBridge will
apply funds in the following order: to offset experience losses of the Plan and
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to offset any Fees as permitted by law. OneBridge will apply any remaining
funds as elected by Plan Sponsor either (1) to contributions for future plan
years, (2)to pay Plan administrative expenses, or(3) if permitted by law, back
to Plan Sponsor via check or ACH.
14)Non-Discrimination Testing:
• As elected by Plan Sponsor on an annual basis, conduct nondiscrimination
testing (NDT) for any OneBridge Benefit Plan covered by this Agreement to
the extent required by Internal Revenue Code
o OneBridge will provide Plan Sponsor with a questionnaire requesting
data necessary to complete the NDT.
o Upon receipt of information, OneBridge will generate NDT and report
test results.
26. Compensation and Expenses.
The Plan Sponsor accepts and agrees to the following fees and expenses as the same may
be amended from time to time in accordance with the MSA:
Description: Direct Cost:
Monthly Service Fee for FSA: $3.00 Per Particinant Per Month fPPPM)
Includes administration services on behalf of the Plan and Plan One monthly fee of $3.00 PPPM applies even if
Sponsor and is charged to the employer for all active participants. employee has two accounts(FSA and DCAP)
Annual Set-un Fee: $250.00
Includes creation and management of Plan Documents, Plan
Configuration,and Nondiscrimination Testing.
27. Plan Sponsor Oblisations and Responsibilities.
(a) Plan Sponsor and Plan Administrator Performance. Plan Sponsor acknowledges
and agrees that certain obligations and responsibilities of Plan Sponsor under this Agreement and
the Plan Documents will be performed by the Plan Administrator. Plan Sponsor will ensure that
the Plan Administrator complies with all of its obligations under this Agreement and the Plan
Documents and will be directly responsible for all performance by the Plan Administrator. Plan
Sponsor agrees and acknowledges that successful performance of the Services by OneBridge and
ongoing operation and administration of the Plan is dependent on Plan Sponsor and/or Plan
Administrator's reasonable cooperation. Accordingly, Plan Sponsor shall allocate appropriate
personnel and resources to work with OneBridge, as needed.
(b) Responsibility for Cost and Expenses of the Plan. Plan Sponsor shall have the sole
and full financial responsibility and liability for all costs associated with administration of the Plan
and benefits provided under the Plan, including but not limited to(i)the cost of paying claims, (ii)
fees associated with the Services and services provided by other service providers to the Plan
engaged directly by Plan Sponsor or the Plan Administrator, and (iii) any Governmental
Assessments that might be imposed relating to the Plan. Plan Sponsor acknowledges that
OneBridge is not an insurer or underwriter of any portion of the Plan, and other than its own cost
to provide the Services, OneBridge is not responsible or liable for costs to pay claims or any other
costs associated with administration of the Plan.
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(c) Plan Sponsor Reimbursement Obligations. Plan Sponsor has engaged OneBridge
to handle the administration and payment of Plan claims on Plan Sponsor's behalf. Plan Sponsor
may elect to fund its reimbursement obligations under the Plan from its general assets either(i) as
employee elections are withheld, or(ii) upon request for funds made by OneBridge, or(iii) based
on any other advance funding elected by Plan Sponsor from general assets. Reimbursement
obligations of Plan Sponsor include the obligation to make adjustments to contribution amounts in
the event the amount actually withheld does not reconcile with the actual amount of an employee's
salary reduction election (e.g., discrepancies that result from extra pay periods in some months).
In any case, funds received by OneBridge shall not be considered trust funds and are not held by
OneBridge or segregated by Plan Sponsor or OneBridge on behalf of the Plan or Plan participants.
All funding of Plan Sponsor's reimbursement obligations is due ten(10)business days after either
the pay date deduction or the receipt of request from OneBridge, as elected.
(d) Plan Sponsor Reserve Obligations. Plan Sponsor agrees to provide funds to
OneBridge from its general assets to maintain a reserve to secure Plan Sponsor's obligation to pay
claims and to reimburse OneBridge or the debit card BIN sponsor bank for debit card transactions
paid pursuant to the debit card program provided as part of the Services. The amount required for
the reserve is 20% of the projected annual health FSA elections or such other amount as may be
agreed from time to time. Plan Sponsor agrees to replenish the reserve as needed from time to
time within ten (10) days request from OneBridge. OneBridge shall have the right to suspend
claim processing and deactivate the debit card program if sufficient funds are not available for
payment of claims or reimbursement of debit card transactions. In the event of deactivation, the
reactivation fee of$500.00 will apply and will be communicated to and payable by Plan Sponsor
prior to reactivation. OneBridge shall have no liability or responsibility for any claims, taxes,
penalties, or other liabilities incurred by Plan Sponsor or any Plan participants as a result of such
suspension or its inability to reimburse claims within timeframes required by applicable laws and
regulations. The Plan Sponsor's obligation to maintain the reserve is subject to the Plan Sponsor's
right to remove OneBridge and OneBridge's right to resign as provided in the MSA.
(e) No Trust Funds or Control of Assets. The parties acknowledge and agree that
OneBridge shall be solely a designee of Plan Sponsor for payment of claims and expenses
associated with the FSA Plan, and does not have any authority or control respecting management
of the FSA Plan or disposition of plan assets, if any, and is not holding funds on behalf of or for
the benefit of the Plan or any Plan participants.
(0 Cafeteria Plan Compliance. Plan Sponsor shall be solely responsible for the
compliance of the Plan with the Plan Documents and all applicable laws and regulations,including
but not limited to Internal Revenue Code Sections 125 and 105(h).
(g) Compliance with COBRA. Plan Sponsor shall be solely responsible for ensuring
compliance of any group health plan component of the Plan with health insurance continuation
coverage obligations, including notification obligations, required by the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA") and other applicable law. If needed in order for
OneBridge to provide the Services in compliance with the Plan Documents and applicable law,
Plan Sponsor shall furnish to OneBridge, in a manner and frequency to be determined by the
parties, information regarding the COBRA coverage elections of any Plan participants.
(h) Non-discrimination Testing. At the election of Plan Sponsor or Plan Administrator
on an annual basis for an additional fee as set forth in Section 2, OneBridge will perform non-
discrimination testing for any OneBridge Benefit Plan to the extent required by the Internal
Revenue Code. Plan Sponsor acknowledges and agrees that the accuracy of the results of such
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non-discrimination testing depends on the information supplied by Plan Sponsor or the Plan
Administrator, including without limitation, census information and other information relating to
compensation,benefits eligibility,direct employer contributions and elective pre-tax and after-tax
employee contributions, bargaining agreements, etc., and OneBridge shall have the right to rely
on the information provided by Plan Sponsor or Plan Administrator for purposes of conducting
non-discrimination testing. Plan Sponsor acknowledges and agrees that the laws and regulations
relating to non-discrimination testing for cafeteria plans and their benefit components are complex
and, in some cases, vague or subject to interpretation. OneBridge will use its best efforts to apply
a reasonable or generally-accepted interpretation of the non-discrimination testing rules in the
manner most favorable to Plan Sponsor's Plan, and with respect to any non-discrimination testing
performed by OneBridge on behalf of Plan Sponsor, Plan Sponsor shall indemnify and hold
OneBridge harmless as provided in the MSA. OneBridge is under no obligation to perform non-
discrimination testing on benefit plans not covered by the MSA or advise Plan Sponsor regarding
specific corrective measures beyond providing the test results.
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ADDENDUM A
HIPAA Compliance Certificate
Following this page is the executed HIPAA Compliance Certificate of the Plan Sponsor.
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HIPAA COMPLIANCE CERTIFICATE
This HIPAA Compliance Certificate is hereby delivered pursuant to the requirements of
the OneBridge Plan Documents, as amended by the HIPAA Plan Amendment set forth
therein. Capitalized terms used herein and not otherwise defined herein shall have the
meanings set forth for such terms in the Plan Documents.
The undersigned hereby represents that he or she is authorized to execute this HIPAA
Compliance Certificate on behalf of the Plan Sponsor named below. The Plan Sponsor
named below has requested that the Plan deliver PHI or Electronic PHI to the Plan
Sponsor or Employer in order for the Plan Sponsor or Employer to use such information
solely for Plan Administration Purposes. The Plan Sponsor and Employer shall allow
access to the PHI to only those employee positions responsible for Plan administration
and who have been properly trained to comply with the HIPAA Privacy and Security
Rules.
The Plan Sponsor hereby acknowledges and agrees that the Plan incorporates the
provisions of 45 CFR §164.504(f)(2)(ii), and that the Plan Sponsor agrees to the
conditions of disclosure setforth in the Plan Document, and all other conditions and
requirements of HIPAA.
This HIPAA Compliance Certificate is executed on the date set forth below on behalf
of and with the authority of the Plan Sponsor named below:
Plan Sponsor:
City of Central Point
By: �DocuSigned by:
i . ,, ,
Nam'-LUJ �I.GU1tOVI.
C413DA0BB75 Chris Clayton
Title: City Manager
Date: 10/21/2022
20Ii' .:
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DocuSign Envelope ID:6AAF76B8-89CB-47CC-89AF-8D17A09893F6
OneBridge Benefits
Salary Reduction Plan
(FSA and other Benefits)
PLAN ADOPTION AGREEMENT
This Plan Adoption Agreement is executed below by an authorized representative of
City of Central Point(the"Plan Sponsor") for the purpose of formally adopting (1)the
OneBridge Benefits Salary Reduction Plan (referred to as the "OneBridge Benefits Salary
Reduction Plan"the "OneBridge FSA" or the"Plan")to enable employees to elect to elect and
pay for their portion of permitted contributions to a Flexible Spending Account("FSA") for
permitted health care expenses (a"Health FSA"), an FSA for dependent care assistance
("DCAP"or"Dependent Care FSA"), and other permitted benefit options, such as premiums
for dental, vision or medical coverage, as determined by the Plan Sponsor, and(2)the Plan
Documents describing and setting forth the terms and conditions of the Plan, all in compliance
with Section 125 of the Internal Revenue Code.
ARTICLE I
General Provisions
1.1 Terms Incorporated by Reference: Conflicts with Defined Terms.
Capitalized terms used herein and not defined herein shall have the meaning ascribed to such
terms in the other Plan Documents. In the event of a conflict in the definition ascribed to any
term in more than one Plan Document,the conflict shall be resolved based upon the
definition ascribed to the term in the document under which the provision in question
references the term, and if not defined therein, then by reference to the definition ascribed to
the term in the other Plan Documents in the following order: first by reference to the
OneBridge Benefits Salary Reduction Plan Document and then to the YourWay Salary
Reduction Plan Summary Plan Description.
1.2 Conflict in General Terms of Plan Documents. Except as specifically
provided in Section 1.1 with respect to defined terms, in the event of any conflict between the
provisions of this Plan Adoption Agreement and one or more of the other Plan Documents,
the conflict shall be resolved first by reference to this Plan Adoption Agreement, then to the
OneBridge Benefits Salary Reduction Plan Document, and then to the OneBridge Benefits
Salary Reduction Plan Summary Plan Description.
1.3 Construction and Interpretation of Plan Documents. Headings used in the
Plan Documents are inserted for convenience of reference only and are not to be used in
interpreting the provisions. Unless expressly noted otherwise, references to or definition of
(1) any document, instrument, or agreement, (2)policy or procedure established, approved,
or adopted by a party, or(2) any federal or state statute, regulation, administrative decision,
ruling, rule, guidance, or order, shall mean the same as amended, restated, supplemented,or
otherwise modified from time to time. The words"including," "includes," and"include"are
used to mean without limitation. The word"or" is not exclusive. Wherever from the context
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it appears appropriate, each term stated in either the singular or plural shall include the
singular and the plural, and pronouns stated for convenience in a specific gender(e.g.,
masculine, feminine, or neuter gender) are intended to include all genders.
ARTICLE II
Plan Adoption
2.1 Formal Authorization by Plan Sponsor. The Plan Sponsor,by formal
action of its Governing Body or other authorized action, has formally approved the
establishment of the OneBridge Benefits Salary Reduction Plan,to allow employees to elect
to pay on a pre-tax basis the entire contribution permitted for a Health FSA or a Dependent
Care FSA established for the employee and to elect other permitted benefit options offered
under the Plan. The Plan Sponsor has also approved the use of the proprietary plan
documents for the OneBridge Benefits Salary Reduction Plan to implement the Plan and the
engagement of certain service providers for the OneBridge Benefits Salary Reduction Plan to
assist the Plan Sponsor in the administration of the Plan.
2.2 Adoption of OneBridge Benefits Plan. Pursuant to the formal
authorization of the Plan Sponsor to adopt the Plan:
2.2.1 The Plan Sponsor hereby adopts the OneBridge Benefits Salary
Reduction Plan and the Plan Documents for the OneBridge Benefits proprietary OneBridge
Benefits Salary Reduction Plan, including the further terms and conditions contained in this
Plan Adoption Agreement.
2.2.3 Collectively,the Plan Documents for the OneBridge Benefits
Salary Reduction Plan are all parts of a single, integrated employee benefit program and shall
be construed together. The OneBridge Benefits Salary Reduction Plan Document adopted
pursuant to this Plan Adoption Agreement sets forth the terms, conditions, and limitations
under the Plan. The Plan Documents for the OneBridge Salary Reduction Plan shall consist
of and include the most current version of each of the following: (1)this Plan Adoption
Agreement, (2)the OneBridge Benefits Salary Reduction Plan Document, and(3)the
OneBridge Benefits FSA Summary Plan Description.
2.2.4 The execution of this Plan Adoption Agreement shall constitute the
execution by the Plan Sponsor of the Plan Documents. Any of the OneBridge Benefits
Salary Reduction Plan Documents may be amended or amended and restated from time to
time (each an "Amended Plan Document"), and unless the Plan Sponsor rejects an Amended
Plan Document in writing or terminates the Plan within 30 days of receipt of such Amended
Plan Document, the Plan Sponsor hereby agrees that it shall be deemed to have accepted,
adopted, and executed the Amended Plan Document in accordance with its terms and
effective date.
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ARTICLE III
Snecific Plan Terms
Incorporated into Plan Documents
Specific terms and conditions with respect to the administration of the Plan and other
information will be set forth in the Summary Plan Description for the Plan. These terms and
conditions and other information ("Plan Information") may change or be amended from time
to time at the discretion of the Plan Sponsor and includes, among other things, information
about the Plan Sponsor, Administrator, Plan fiduciaries, employee classes, contribution
levels, Plan effective date, and other information specific to the Plan Sponsor's Plan. The
Plan Sponsor will ensure that accurate Plan Information is included in the Summary Plan
Description and is updated as required to meet all applicable legal requirements for
disclosure of Plan terms to eligible Employees and Participants and covered dependents
under the Plan. The Plan Sponsor incorporates the Plan Information into the Plan and the
Plan Documents for all purposes, as initially set forth in the Summary Plan Description upon
adoption of the Plan and as subsequently amended or restated from time to time.
IN WITNESS WHEREOF, the Plan Sponsor hereby executes and delivers this Plan
Adoption Agreement, as evidenced by the signature below of authorized officer thereof and shall
be effective as of the Plan Effective Date.
Plan Sponsor:
City of Central Point
p-Doou3igned by:
By: M.
`-allititifiV signatory
Printed Name: Chris Clayton
Title: City Manager
Dated: 10/21/2022
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OneBridge Benefits
SALARY REDUCTION PLAN
WITH
FLEXIBLE SPENDING ACCOUNTS
AND OTHER BENEFIT OPTIONS
PLAN DOCUMENT
AMENDED AND RESTATED EFFECTIVE
AS OF JULY 1,2022
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DocuSign Envelope ID:6AAF76B8-89CB-47CC-89AF-8D17A09893F6
ARTICLE 1.
GENERAL PROVISIONS
1.01 Plan Adoption and Name. By formal action of its Governing Body,the Plan Sponsor has
formally adopted the OneBridge Benefits Salary Reduction Plan for Flexible Spending Accounts and other
Benefit Options covered by this Plan Document (the "Plan" or the "Salary Reduction Plan") for its
Employees for purposes of providing eligible Employees with the opportunity to choose from different
Benefit Options offered by the Employer and to contribute to or pay for the benefit options on a pre-tax
basis. The Plan is intended to qualify as a cafeteria plan under the provisions of Code Section 125. The
Salary Reduction Plan may include one or more Flexible Spending Account Plans,the terms of which will
be set forth and governed by separate Appendices to this Plan Document. When used herein, the terms
"Plan"or"Salary Reduction Plan"shall refer to this OneBridge Benefits Salary Reduction Plan collectively
with the Flexible Spending Account Plans included with the OneBridge Benefits Salary Reduction Plan as
the context indicates or requires.
1.02 Plan Documents. This Plan Document and each of the Appendices incorporated herein
for any FSA offered under this Plan collectively set forth the terms and conditions for coverage under any
FSA offered under the Plan and the funding of benefits under the FSA and other permitted Benefit Options
pursuant to permitted Salary Reduction Elections. Collectively, the Plan documents for the OneBridge
Benefits Salary Reduction Plan are all parts of a single, integrated employee benefit program and shall be
construed together.The Plan Documents for the OneBridge Benefits Salary Reduction Plan shall consist of
and include the most current version of each of the following: (1)the Plan Adoption Agreement, (2)this
Plan Document and any Appendices attached hereto, and (3) the Summary Plan Description, all such
documents collectively referred to as the"Plan Documents," as any of the same are amended or amended
and restated from time to time. This Plan Document hereby amends,restates,and replaces all prior versions
of the Plan Document. The Summary Plan Description for the Plan contains many of the actual terms and
conditions of this Salary Reduction Plan. Note that, to the extent permitted by law, if there is a conflict
between the terms of this Plan Document and any of the other Plan Documents incorporated herein, the
specific terms of this Plan Document will control. Collectively, the Plan Documents for the OneBridge
Benefits Salary Reduction Plan are all parts of a single, integrated employee benefit program and shall be
construed together.
1.03 Terms incorporated by Reference; Conflicts. Capitalized terms used herein and not
defined herein shall have the meaning ascribed to such terms in the other Plan Documents. In the event of
a conflict in the definition ascribed to any term in more than one Plan Document, the conflict shall be
resolved based upon the definition ascribed to such term in the document under which the provision in
question references such term, and if not defined therein, then by reference to the definition ascribed to
such term in the other Plan Documents in the following order: first by reference to the applicable this Plan
Document,then to the Summary Plan Description,and then to the Plan Adoption Agreement.
1.04 Conflict in General Terms of Plan Documents. Except as specifically provided in
Section 1.03 with respect to defined terms, in the event of any conflict between the provisions of this Plan
Document and one or more of the other Plan Documents, such conflict shall be resolved first by reference
to the Plan Adoption Agreement,then to this Plan Document, and then to the Summary Plan Description.
1.05 Construction and Interpretation of Plan Documents. Headings used in the Plan
Documents are inserted for convenience of reference only and are not to be used in interpreting the
provisions. Unless expressly noted otherwise,references to or definition of(1)any document, instrument,
or agreement,(2)policy or procedure established,approved,or adopted a party, or(2)any federal or state
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statute, regulation, administrative decision, ruling, rule, guidance, or order, shall mean the same as
amended, restated, supplemented, or otherwise modified from time to time. The words "including,"
includes," and"include" are used to mean without limitation. The word"or" is not exclusive. Wherever
from the context it appears appropriate, each term stated in either the singular or plural shall include the
singular and the plural,and pronouns(e.g., his,her,their)stated for convenience in a specific gender(e.g.,
masculine, feminine, or neuter gender)are intended to include all genders in singular or plural form as the
context indicates.
1.06 Defined Terms. The following capitalized terms used in this Plan Document and each of
the other Plan Documents shall have the meanings set forth below.
"Affiliated Employer" means any entity who is considered with the Employer to be a single
employer in accordance with Code Section 414(b), (c),or(m).
"After-tax Contribution(s)" means amounts withheld from an Employee's Compensation
pursuant to a Salary Reduction Election after all applicable state and federal taxes have been deducted.
Such amounts are withheld for purposes of purchasing one or more of the Benefit Options available under
the Plan.
"Benefits Card"means the payment card(s)provided by the Plan and used by Participants for the
payment of Eligible Medical Expenses or Eligible Dependent Care Expenses and the use of which by
Participants is subject to the terms and conditions of the Plan and the Cardholder Agreement.
"Benefit Option(s)" means the Qualified Benefits that the Plan Sponsor has made available to a
Participant under this Plan as set forth in the Summary Plan Description all or a portion of which may be
paid for with Pre-tax Contributions as permitted by this Plan.
"Cardholder Agreement"means the cardholder agreement issued by the Benefits Card acquiring
bank and accepted and agreed to by Participants through their use of the Benefits Card,a current version of
which is available through the Participant online portal under"Resources"or available upon request from
the Plan.
"Change in Status"means any of the events described in the Summary Plan Description, as well
as any other events included under subsequent changes to Code Section 125 or regulations issued under
Code Section 125,that the Plan Administrator(in its sole discretion)decides to recognize on a uniform and
consistent basis as a reason to change the election mid-year. Note: See the Summary Plan Description for
requirements that must be met to permit certain mid-year election changes on account of a Change in Status.
"Code"means the Internal Revenue Code of 1986.
"Collectively Bargained"means, with respect to any Employee,an Employee who is the subject
of a collective bargaining agreement if the benefits under this Plan and one or more Benefit Options offered
through the Plan are the subject of collective bargaining or are covered under the terms of the collective
bargaining agreement.
"Compensation"means the wages or salary paid to an Employee by the Employer as consideration
for services rendered as an employee.
"Dependent"means any individual who is a tax dependent of the Participant as defined generally
in Code Section 152(a). However, (a) for purposes of accident or health coverage under the Health FSA,
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(1)a dependent as defined in Code §105(b,(2)any child(as defined in Code§152(0(1))of the Participant
who as of the end of the taxable year has not attained age 27, and(3)any child of the Participant to whom
IRS Revenue Procedure 2008-48 applies(regarding certain children of divorced or separated parents who
receive more than half of their support for the calendar year from one or both parents and are in the custody
of one or both parents for more than half of the calendar year); and(b)for purposes of the Dependent Care
FSA, a Qualifying Individual. Notwithstanding the foregoing, the Health FSA Component will provide
benefits in accordance with the applicable requirements of any qualified medical child support order, as
defined in ERISA§609(a),even if the child does not meet the definition of Dependent.
"Effective Date"of the Plan means the first date of each Plan Year.The Effective Date is disclosed
in the Summary Plan Description. If this Plan Document is amended or amended and restated from time
to time,the effective date of such amendment or amended and restated Plan Document as set forth on the
cover page of the amendment or amended and restated Plan Document and does not affect the date that is
the Effective Date for the Plan.
"Eligibility Date"means, for any Employee who has satisfied the eligibility requirements for this
Plan, the later to occur of the Plan Effective Date or the date on which the Employee submits a Salary
Reduction Election.
"Employee" means an individual who the Employer classifies as a common-law employee and
who is on the Employer's W-2 payroll, including any individual who is a Collectively Bargained
Employee,but does not include any of the following: (a)any leased employee(including, but not limited
to,those individuals defined in Code § 414(n)); (b)an individual classified by the Employer as a contract
worker or independent contractor;(c)an individual classified by the Employer as a temporary employee or
casual employee, whether or not any such persons are on the Employer's W-2 payroll; and (d) any
individual who performs services for the Employer but who is paid by a temporary or other employment
agency such as"Kelly,""Manpower,"etc.
"Employer" means the Employer identified in the Plan Information Summary as the sponsoring
employer and any Affiliated Employer who adopts the Plan pursuant to authorization provided by the
Employer. Notwithstanding the previous sentence when the Plan provides that the Employer has a certain
power(e.g.,the appointment of the Administrator or a Third Party Administrator, entering into a contract
with a third party insurer,or amendment or termination of the plan)the term"Employer" shall mean only
the Employer identified as the Plan Sponsor. Affiliated Employers who adopt the Plan shall be bound by
the Plan as adopted and subsequently amended unless they clearly withdraw from participation herein.
"Employer Contribution" means any amount that the Employer, in its sole discretion, may
contribute on behalf of each Participant to provide benefits for such Participant and his or her Dependents,
if applicable, under one or more of the Benefit Option(s)offered under the Plan. The amount of employer
contribution that is applied towards the cost of the Benefit Option(s) for each Participant and/or level of
coverage shall be subject to the sole discretion of the Employer and may be adjusted upward or downward
at any time at the contributing Employer's sole discretion. To the extent set forth in the Summary Plan
Description or enrollment material,the Employer may make Employer Contributions available in the form
of Flex Credits to allow Participants to allocate the Flex Credits among the various Benefit Options. In no
event will any Employer Contribution or Flex Credit be disbursed to a Participant in the form of additional,
taxable Compensation except as otherwise provided in the Summary Plan Description or enrollment
material.
"ERISA"shall mean the Employee Retirement Income Security Act of 1974.
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"Flex Credit" means Employer Contributions that are available to Participants and allow
Participants to allocate the Flex Credits among the various Benefit Options offered under the Plan in a
manner set forth in the Salary Reduction Election instructions or enrollment material. In no event will any
Flex Credit be disbursed to a Participant in the form of additional, taxable Compensation except as
otherwise provided in the enrollment material.
"Flexible Spending Account" or "FSA" means an account established for the benefit of a
Participant who has elected to participate under either(1)the Health Flexible Spending Account Plan (or
"Health FSA"),the terms and conditions for which are described in the Health Flexible Spending Account
Appendix hereto and in the Health FSA Summary set forth in the Summary Plan Description or (2) the
Dependent Care Flexible Spending Account Plan(or"Dependent Care FSA"),the terms and conditions for
which are described in the Dependent Care Flexible Spending Account Appendix hereto and in the
Dependent Care FSA Summary set forth in the Summary Plan Description. The terms"Flexible Spending
Account"and"FSA"are used interchangeably in the Plan Documents.
"Governing Body" means the council, committee, board, or other governing body of the Plan
Sponsor. The Governing Body, upon adoption of this Plan, appoints the Plan Administrator to act on the
Plan Sponsor's behalf in all matters regarding the Plan.
"Highly Compensated Individual" means an individual defined under Code Section 125(e), as
amended, as a"highly compensated individual"or a"highly compensated employee."
"Key Employee"means an individual who is a"key employee"as defined in Code Section
125(b)(2), as amended.
"Participant"means an Employee who becomes a Participant pursuant to Article II.
"Plan"means this Salary Reduction Plan.
"Plan Administrator" is the Plan Sponsor unless otherwise specified in the Summary Plan
Description. Administration support services and other non-discretionary responsibilities of the
Administrator may be delegated by the Administrator to be carried out by one or more third parties
(including a Third Party Administrator or one or more other third-parties engaged by the Plan Sponsor or
the Administrator to provide enrollment, remittance, claims-adjudication, website and other online
interface, regulatory reporting, and/or record-keeping services). Accordingly, when used herein or in any
Plan Document, the term "Administrator" shall mean the Administrator designated in the Summary Plan
Description or any designee acting on behalf of the Administrator, including a Third Party Administrator,
to the extent permitted by the Plan Documents; provided that, the engagement or appointment and
delegation by the Plan Sponsor or the Administrator of a Third Party Administrator is not intended to
transfer fiduciary responsibility or liability to the Third-Party Administrator or any other person.
"Plan Adoption Agreement" means a Plan Adoption Agreement, pursuant to which the Plan
Sponsor establishes the OneBridge Benefits Salary Reduction Plan, adopts the Plan Documents and
specifies certain terms and conditions for the administration of the Plan.
"Plan Information Summary" is a document that is referenced, incorporated into, and made a
part of the Summary Plan Description and describes important information about the Plan Sponsor and
other fiduciaries to the Plan and information about specific Plan features and benefits offered by the Plan
Sponsor as permitted by law.
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"Plan Sponsor" is the entity identified in the Summary Plan Description who is sponsoring the
Plan and who has certain authority and powers defined in the Plan Documents. The Plan Sponsor is your
Employer unless otherwise specified in the Summary Plan Description.
"Plan Year"shall be the period of coverage set forth in the Summary Plan Description.
"Pre-tax Contribution(s)"means amounts withheld from an Employee's Compensation pursuant
to a Salary Reduction Election, before any applicable state and federal taxes have been deducted. The
amounts are withheld for purposes of purchasing one or more of the Benefit Options available under the
Plan. This amount shall not exceed the Participant's portion of premiums or contributions attributable to
the Benefit Option elected by the Participant, and for purposes of Code Section 125, shall be treated as an
Employer contribution(this amount may,however,be treated as an Employee contribution for purposes of
state insurance laws).
"Qualified Benefit" means insured or self-insured major medical, dental, or vision coverage and
any other benefit excluded from the Employee's taxable income under Chapter 1 of the Code other than
Sections 106(b), 117, 119 , 127, or 132 and any other benefit permitted by the Income Tax Regulations
(i.e., any group-term life insurance coverage that is includable in gross income by virtue of exceeding the
dollar limitation on nontaxable coverage under Code Sec. 79). Notwithstanding the previous sentence,
long-term care insurance is not a"Qualified Benefit."
"Qualified Reservist Distribution"means a distribution to an individual of all or a portion of the
balance in such individual's Health Care Reimbursement Account if:
(i) while a Participant, such individual was, by reason of being a member of a reserve
component(as defined in section 101 of title 37, United States Code),ordered or called to
active duty for a period of 180 days or more,or for an indefinite period,and
(ii) such distribution is made during the period beginning on the date of such order or call and
ending on the last date that reimbursements could otherwise be made under the Health
Flexible Spending Account for the Plan Year which includes the date of such order or call.
"Qualifying Individual"means(a)a tax dependent of the Participant as defined in Code
§152 who is under the age of 13 and who is the Participant's qualifying child as defined in Code§152(a)(1);
(b)a tax dependent of the Participant as defined in Code§152,but determined without regard to subsections
(b)(1), (b)(2), and(d)(1)(B)thereof, who is physically or mentally incapable of self-care and who has the
same principal place of abode as the Participant for more than half of the year;or(c)a Participant's Spouse
who is physically or mentally incapable of self-care,and who has the same principal place of abode as the
Participant for more than half of the year. Notwithstanding the foregoing, in the case of divorced or
separated parents,a Qualifying Individual who is a child shall,as provided in Code§21(e)(5),be treated as
a Qualifying Individual of the custodial parent(within the meaning of Code§152(e))and shall not be treated
as a Qualifying Individual with respect to the noncustodial parent.
"Salary Reduction Election" means an election made by an eligible Employee or Participant to
contribute his share of the cost of chosen Benefit Options with Pre-tax or After-tax Contributions and/or
Flex Credits(if offered under the Plan)in accordance with Article 3. A Salary Reduction Election includes
any permitted election change an eligible Employee or Participant makes to his or her original elections. If
the Plan utilizes an interactive voice response (IVR) system or other, alternative web-based program or
electronic medium for enrollment that requires a unique login or other form of personal identification
number to serve as an electronic signature, the Salary Reduction Election may be completed using this
medium. Elections made and directions received using such an alternative medium are enforceable as if
such elections were made or directions provided in writing and signed by the Employee or Participant and
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may be maintained by or on behalf of the Plan Administrator on an electronic database in accordance with
the Summary Plan Description and all applicable federal and/or state laws.
"Spouse" means an individual who is legally married to a Participant (and who is treated as a
spouse under the Code),but for purposes of the Dependent Care FSA, shall not include an individual who,
although married to the Participant,files a separate federal income tax return,maintains a separate,principal
residence from the Participant during the last six months of the taxable year,and does not furnish more than
one-half of the cost of maintaining the principal place of abode of the Qualifying Individual.
"Summary Plan Description" means the OneBridge Benefits Salary Reduction Plan Summary
Plan Description, as adopted by the Plan Sponsor or Employer, including the Plan Information Summary
and all other appendices and documents contained or referenced therein and incorporated into and made a
part of the Summary Plan Description, as amended from time to time. The Summary Plan Description is
incorporated by reference into and made a part of this Plan Document.
"Third Party Administrator" means one or more third-parties engaged by the Plan Sponsor or
the Administrator to provide non-discretionary administration support services; provided that, the
engagement or appointment of by the Plan Sponsor or the Administrator of a Third Party Administrator is
not intended to transfer fiduciary responsibility or liability to that person or entity.
ARTICLE 2.
ELIGIBILITY AND PARTICIPATION
2.01 Eligibility to Participate. Each Employee who satisfies the eligibility requirements for
the Plan shall be eligible to participate in this Plan as of Employee's Eligibility Date. Eligibility
requirements for the Plan are determined pursuant to Employer policies, collective bargaining agreements
or other legal or contractual obligations of the Employer and are summarized in the Plan Information
Summary. Eligibility to participate in this Plan means only that the eligible Employee is entitled to
contribute his share of the cost of applicable Benefit Options for which he is eligible with Pre-tax or After-
tax Contributions. Eligibility to make Pre-tax Contributions may be further subject to eligibility
requirement(s)or waiting period(s)specified in the applicable Benefit Options and the terms of eligibility
and participation for the Benefit Option(s) offered under the Plan shall be subject to the requirements
specified in the applicable governing documents for each Benefit Option.
By electing to participate in the Plan,using or claiming benefits under the Plan, or using the Benefits Card
for payment of benefits, a Participant is deemed to have agreed to abide by and be subject to the terms and
conditions (including any limitations under the Plan) set forth in the Plan Documents. Participation in the
Plan does not give any Participant the right to be retained in the employ of the Employer or any other right
not specified in the Plan Documents.
2.02 Termination of Participation. Participation in this Salary Reduction Plan shall terminate
or end on the earliest of the dates set forth in the Summary Plan Description.
2.03 Qualifying Leave Under the Family and Medical Leave Act. Notwithstanding any
provision to the contrary in this Plan, if a Participant goes on a qualifying leave under the Family and
Medical Leave Act of 1993 (the "FMLA"), then to the extent required by the FMLA,the Participant will
be entitled to continue the Participant's Benefit Options that provide health coverage(including the Health
Flexible Spending Account) on the same terms and conditions as if the Participant were still an active
Employee. The requirements for continuing coverage,procedures for FMLA leave, and payment option(s)
provided by the Employer, will be described in and administered in accordance with the FMLA, the
Summary Plan Description,and the regulations issued under Code Section 125.
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2.04 Non-FMLA Leave. If a Participant goes on an unpaid leave of absence that does not affect
eligibility under this Plan or the Benefit Options chosen by the Participant,then the Participant will continue
to participate and the contributions due for the Participant will be paid by one or more of the payment
options described in the Summary Plan Description and implemented by the Employer on a uniform and
consistent basis in accordance with the Employer's internal policy and procedure. If a Participant goes on
an unpaid leave that affects eligibility under this Plan or the Benefit Options chosen by the Participant,the
election change rules in Section 3.04 will apply. If the Employer's policy requires coverage to continue
during the leave but permits a Participant to discontinue contributions while on leave,the Participant will,
upon returning from leave, be required to repay the contributions not paid by the Participant during the
leave.
ARTICLE 3.
CONTRIBUTION ELECTIONS
3.01 Election of Contributions. Participants may elect any combination of Pre-tax
Contributions or After-tax Contributions (to the extent set forth in the enrollment material and the Plan
Information Summary)to fund any Benefit Option available under the Plan, provided that only Qualified
Benefits may be funded with Pre-tax Contributions. The Employer may, but is not required to, allocate
Flex Credits to one or more Benefit Options offered under the Plan and may also allow Participants to
allocate their allotted share of Flex Credits among the various Benefit Options in a manner set forth in the
Salary Reduction Election instructions and enrollment materials.
3.02 Initial Election Period.
(a) Currently Eligible Employees. An Employee who is eligible to become a Participant in
this Plan as of the Effective Date must complete a Salary Reduction Election during the
Annual Election Period described in Section 3.03 below in order to become a Participant
on the Effective Date. The elections made by the Participant on this initial Salary Reduction
Election shall be effective for the Plan Year beginning on the Effective Date.
(b) New Employees and Employees Who Have Not Yet Satisfied The Plan's Waiting
Period. An Employee who becomes eligible to become a Participant in this Plan after the
Effective Date must complete a Salary Reduction Election during the Initial Election Period
for the Employee set forth in the Summary Plan Description or the enrollment material.
Participation will commence under this Plan on the Employee's Eligibility Date. Coverage
under the component Benefit Options will be effective in accordance with the governing
provisions of each Benefit Options.
(c) Failure to Elect. An eligible Employee who fails to complete a Salary Reduction Election
in accordance with paragraph(a)or(b)above during an initial election period may become
a Participant on a later date in accordance with Section 3.03 or 3.04.
3.03 Annual Election Period. Each Employee who is a Participant in this Plan or who is
eligible to become a Participant in this Plan will have the right to become a Participant in this Plan, to
continue participation in this Plan, or to modify or to cease participation in this Plan during the "Annual
Election Period"set forth in the Summary Plan Description or the enrollment materials. The date on which
the Annual Election Period commences, and ends will be determined by the Plan Administrator. The
consequences of failing to make an election during the Annual Election Period will be set forth in the
Summary Plan Description or the enrollment materials.
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3.04 Change of Elections. An eligible Employee who fails to complete a Salary Reduction
Election during an Initial Election Period or Annual Election Period may become a Participant on a later
date under certain circumstances set forth in the Summary Plan Description. A Participant may not make
any changes to the Pre-tax Contribution amount,or where applicable,to the Participant's elected allocation
of Flex Credits,except under the circumstances set forth in the Summary Plan Description and for changes
made during the Annual Election Period. Except as provided in the Summary Plan Description for HIPAA
special enrollment rights arising from the birth,adoption,or placement for adoption of a child, all election
changes shall be effective on a prospective basis only,as determined by the Plan Administrator.
3.05 Impact of Termination of Employment on Election or Cessation of Eligibility. If a
Participant's employment with the Employer is terminated during the Plan Year or the Participant otherwise
ceases to be eligible, the Employee's active participation in the Plan will automatically cease. If
participation in the Plan ceases pursuant to this Section 3.05, no new election with respect to Pre-Tax
Contributions may be made by such Participant during the remainder of the Plan Year except as set forth
in the Summary Plan Description.
3.06 Forfeitures. The portion of any Pre-Tax Contribution that is not used during the applicable Plan
Year for the payment of the cost of Benefit Options for which Pre-Tax Contributions are permitted is
required by law to be forfeited and not returned to the Participant. The Plan Administrator will use
forfeited amounts to offset reasonable fees and administrative expenses of the Plan or applied in any other
manner that is permitted by applicable law(in the Plan Administrator's sole discretion). To reduce risk of
forfeiture of Pre-Tax Contributions and to the extent permitted by applicable law. Pre-Tax Contributions.
After-tax Contributions. Employer Contributions.and Flex Credits shall be applied in the following order
toward the aggregate cost of any mandatory Benefit or any Benefit Option elected by the Participant:
First. Pre-Tax Contributions,then. Employer Contributions or Flex Credits,then After-tax
Contributions.ARTICLE 4.
PREMIUM PAYMENTS AND CREDITS AND DEBITS TO ACCOUNTS
4.01 Source of Benefit Funding. The cost of coverage under the component Benefit Options
shall be funded by Participant's Pre-tax and/or After-tax Contributions and/or any Employer Contributions
or Flex Credits provided by the Employer. The required contributions for each of the Benefit Options
offered under the Plan will be set forth in the applicable enrollment materials. Pre-tax or After-tax
Contributions (as elected by the Employee on the Salary Reduction Election and permitted by the
Employer)shall equal the aggregate cost of the Benefit Options elected by the Participant less any Employer
Contributions allocated thereto by the Employer or Flex Credits allocated by the Participant for coverage
elected by the Participant under this Plan. Amounts withheld from a Participant's Compensation as Pre-tax
Contributions or After-tax Contributions shall be applied to fund benefits as soon as administratively
feasible.
4.02 Non-Discrimination Testing; Reduction of Certain Elections to Prevent
Discrimination. This Plan and some of the Benefit Options offered through this Plan,including the Health
FSA and the Dependent Care FSA, are subject to annual non-discrimination testing required by Code
Section 125 and Code Section 129(for Dependent Care FSA). If the Plan Administrator determines,before
or during any Plan Year,that the Plan or any Benefit Option may fail to satisfy any requirement or limitation
imposed by the Code on Pre-tax Contributions allocable to Key Employees or to Highly Compensated
Individuals,as applicable,the Plan Administrator shall take such action(s)as the Plan Administrator deems
appropriate, under rules uniformly applicable to similarly situated Participants,to assure compliance with
such requirement or limitation. Such action may include, without limitation,a modification or revocation,
as applicable, of a Highly Compensated Individual's or Key Employee's Pre-tax Contribution election
without the consent of such Employee.
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ARTICLE 5.
BENEFITS
5.01 Benefit Amounts. The maximum amount of Compensation contributed by a Participant
as Pre-tax Contributions shall not exceed the aggregate cost of the Benefit Options elected by the
Participant, less the aggregate amount of Employer Contributions allocated thereto by the Employer and
Flex Credits allocated thereto by the Participant.
5.02 Cash Benefit. To the extent that a Participant does not elect to have the maximum amount
of his Compensation permitted to be contributed as a Pre-tax Contribution or After-tax Contribution
hereunder, any amount not elected shall be paid to the Participant in the form of normal Compensation;
provided,however,that any applicable Employer Contributions or Flex Credits may not be received in the
form of cash Compensation, except as otherwise provided for in the Summary Plan Description or the
enrollment material.
ARTICLE 6.
PLAN ADMINISTRATION
6.01 Allocation of Authority. The Plan Sponsor appoints a Plan Administrator that keeps the
records for the Plan and shall control and manage the operation and administration of the Plan. The Plan
Administrator shall have the exclusive right to interpret the Plan and to decide all matters arising thereunder,
including the right to make determinations of fact, and construe and interpret possible ambiguities,
inconsistencies,or omissions in the Plan and the Summary Plan Description issued in connection with the
Plan. All determinations of the Plan Administrator with respect to any matter hereunder shall be conclusive
and binding on all persons. Without limiting the generality of the foregoing,the Plan Administrator shall
have the following powers and duties:
(a) To require any person to furnish such reasonable information as the Plan Administrator
may request for the purpose of the proper administration of the Plan as a condition to
receiving any benefits under the Plan;
(b) To make and enforce such rules and regulations and prescribe the use of such forms as the
Plan Administrator shall deem necessary for the efficient administration of the Plan;
(c) To decide on questions concerning the Plan and the eligibility of any Employee to
participate in the Plan and to make or revoke elections under the Plan, in accordance with
the provisions of the Plan;
(d) To designate other persons to carry out any duty or power which may or may not otherwise
be a fiduciary responsibility of the Plan Administrator, under the terms of the Plan;
(e) To keep records of all acts and determinations, and to keep all such records, books of
account, data and other documents as may be necessary for the proper administration of
the Plan; and
(f) To do all things necessary to operate and administer the Plan in accordance with its
provisions.
6.02 Provision for Third-Party Administrator and other Plan Service Providers. The Plan
Administrator,subject to approval of the Plan Sponsor,may employ the services of such persons,as it may
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deem necessary or desirable, in connection with the operation of the Plan, and may rely upon all tables,
valuations, certificates, reports and opinions furnished thereby. Any such entity will be identified in the
Summary Plan Description as the Plan Service Provider or Third Party Administrator. Unless otherwise
provided in the service agreement with the service provider and disclosed in the Summary Plan Description,
obligations under this Plan shall remain the obligation of the Plan Sponsor.
6.03 Fiduciary Liability. To the extent permitted by law,the Plan Administrator shall not incur
any liability for any acts or for failure to act except for their own willful misconduct or willful breach of
this Plan.
6.04 Compensation of Plan Administrator. Unless otherwise determined by the Plan Sponsor
and permitted by law, any Plan Administrator who is also an employee of the Plan Sponsor or Employer
shall serve without compensation for services rendered in such capacity,but the Employer or Plan Sponsor
shall pay all reasonable expenses incurred in the performance of his or her duties.
6.05 Bonding. Unless otherwise determined by the Plan Sponsor, or unless required by any
federal or state law, the Plan Administrator shall not be required to give any bond or other security in any
jurisdiction in connection with the administration of this Plan and any Flexible Spending Account offered
under this Plan.
6.06 Payment of Administrative Expenses. Unless otherwise indicated in the Summary Plan
Description,the Employer or Plan Sponsor currently pays all reasonable expenses incurred in administering
the Plan.
6.07 Funding Policy. The Plan Sponsor shall have the right to enter into a contract with one or
more insurance companies for the purposes of providing any Benefit Options offered under the Plan and to
replace any of such insurance companies or contracts. Any dividends,retroactive rate adjustments,or other
refunds of any type that may become payable under any such insurance contract shall not be assets of the
Plan but shall be the property of, and shall be retained by,the Plan Sponsor. The Plan Sponsor will not be
liable for any loss or obligation relating to any insurance coverage except as is expressly provided by this
plan. Such limitation shall include,but not be limited to,losses or obligations that pertain to the following:
(a) Once insurance is applied for or obtained,the Plan Sponsor will not be liable for any loss
which may result from the failure to pay premiums to the extent premium notices are not
received by the Plan Sponsor;
(b) To the extent premium notices are received by the Plan Sponsor,the Plan Sponsor's liability
for the payment of such premiums will be limited to such premiums and will not include
liability for any other losses which result from such failure;
(c) The Plan Sponsor will not be liable for the payment of any insurance premium or any loss
that may result from the failure to pay an insurance premium if the benefits available under
this plan are not enough to provide for such premium cost at the time it is due. In such
circumstances, the Employee will be responsible for, and see to, the payment of such
premiums. The Plan Sponsor will undertake to notify a Participant if available benefits
under this plan are not enough to provide for an insurance premium, but will not be liable
for any failure to make such notification;
(d) When employment ends,the Plan Sponsor will have no liability to take any step to maintain
any policy in force except as may be specifically required otherwise in this plan, and the
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Plan Sponsor will not be liable for or responsible to see to the payment of any premium
after employment ends.
ARTICLE 7. CLAIM PROCEDURES
The Plan has established procedures for reviewing claims denied under the Flexible Spending
Account Plans and those claims review procedures are set forth in the Summary Plan Description. The
Plan's claim review procedures set forth in the Summary Plan Description shall apply only to claims for
benefits under the Flexible Spending Account Plans. Issues germane to the pre-tax benefits available under
this Plan(i.e., such as a determination of:the permissibility to change a Salary Reduction Election;change
in cost or coverage; or eligibility and participation matters under this Plan Document)shall be determined
at the discretion of the Plan Administrator.
ARTICLE 8.
AMENDMENT OR TERMINATION OF PLAN
8.01 Permanency. While the Plan Sponsor fully expects that this Plan will continue
indefinitely, permanency of the Plan will be subject to the Plan Sponsor's right to amend or terminate the
Plan,as provided in Sections 8.02 and 8.03,below,effective as of the date the Plan Sponsor shall determine.
Nothing in this Plan is intended to be or shall be construed to entitle any Participant, retired or otherwise,
to vested or non-terminable benefits.
8.02 Plan Sponsor's Right to Amend. The Plan Sponsor reserves the right to amend at any
time any or all of the provisions of the Plan. All amendments shall be made in writing and shall be approved
by the Plan Sponsor in accordance with the normal procedures of its Governing Body for transacting
business or by the Plan Administrator or such other delegee pursuant to the delegation authority by the Plan
Sponsor or its the Governing Body. Amendments may apply retroactively or prospectively as set forth in
the amendment. Each Benefit Option shall be amended in accordance with the terms specified therein,or,
if no amendment procedure is prescribed, in accordance with this section. Any amendment made by the
Plan Sponsor shall be deemed to be approved and adopted by the Employer and any Affiliated Employer.
8.03 Plan Sponsor's Right to Terminate. The Plan Sponsor reserves the right to discontinue
or terminate the Plan without prejudice at any time and for any reason without prior notice. Such decision
to terminate the Plan shall be made in writing and shall be approved by the Plan Sponsor in accordance
with its normal procedures for transacting business. Affiliated Employers may withdraw from
participation in the Plan,but may not terminate the Plan.
ARTICLE 9. GENERAL PROVISIONS
9.01 Not an Employment Contract. Neither this Plan nor any action taken with respect to it
shall confer upon any person the right to continue employment with any Employer.
9.02 Applicable Laws. The provisions of the Plan shall be construed, administered and
enforced according to applicable federal law and the laws of the State of the Plan Sponsor's primary
domicile to the extent not preempted by federal law.
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9.03 Requirement for Proper Forms. All communications in connection with the Plan made
by a Participant shall become effective only when duly executed on any forms as may be required and
furnished by, and filed with,the Plan Administrator.
9.04 Multiple Functions. Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan.
9.05 Tax Effects. Neither the Employer, nor the Plan Administrator makes any warranty or
other representation as to whether any Pre-tax Contributions made to, or on behalf of, any Participant
hereunder will be treated as excludable from gross income for local, state, or federal income tax purposes.
If for any reason it is determined that any amount paid for the benefit of a Participant or Beneficiary are
includable in an Employee's gross income for local, federal, or state income tax purposes, then under no
circumstances shall the recipient have any recourse against the Plan Administrator or the Employer with
respect to any increased taxes or other losses or damages suffered by the Employees as a result thereof.
The Plan is designed and is intended to be operated as a"cafeteria plan" under Section 125 of the Code.
9.08 Incorporation by Reference. The actual terms and conditions of the separate component
Benefit Options offered under this Plan are contained in separate, written documents governing each
respective benefit, and shall govern in the event of a conflict between the respective individual plan
document and this Plan Document as to substantive content. To that end, each such separate document, as
amended or subsequently replaced, is hereby incorporated by reference as if fully recited herein. In
addition, the Summary Plan Description, Plan Information Summary, and the Cardholder Agreement
relating to the Benefits Card, collectively contain many of the actual terms and conditions of this Plan.
Accordingly, the Summary Plan Description, Plan Information Summary, and Cardholder Agreement, as
amended from time to time,are incorporated into and made a part of this Plan Document and are collectively
referred to as the Plan Documents. Note that, except as set forth above with respect to the individual plan
document for any individual Benefit Option and to the extent permitted by law,if there is a conflict between
the terms of this Plan Document and any of the other Plan Documents incorporated herein, the specific
terms of this Plan Document will control.
9.09 Severability. Should a court of competent jurisdiction subsequently invalidate any part of
this Plan,the remainder thereof shall be given effect to the maximum extent possible.
9.10 Effect of Mistake. In the event of a mistake as to the eligibility or participation of an
Employee, or the allocations made to the account of any Participant, or the amount of distributions made
or to be made to a Participant or other person,the Plan Administrator shall,to the extent it deems possible,
cause to be allocated or cause to be withheld or accelerated,or otherwise make adjustment of,such amounts
as will in its judgment accord to such Participant or other person the credits to the account or distributions
to which he is properly entitled under the Plan. Such action by the Plan Administrator may include
withholding of any amounts due the Plan or the Employer from Compensation paid by the Employer.
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APPENDIX A
To the OneBridge Benefits Salary Reduction Plan
HEALTH FLEXIBLE SPENDING ACCOUNT
Article IA.
HEALTH FSA
If the Plan Information Summary includes a Health Flexible Spending Account option under this
Salary Reduction Plan,then the Plan Sponsor has established the Health Flexible Spending Account to help
provide full and complete medical care for those Employees who participate in the FSA and who,pursuant
to the election procedures set forth in the Plan, choose to contribute to a Health FSA established pursuant
to this document. The Health FSA is intended to provide reimbursement of certain Eligible Medical
Expenses incurred by the Participant and his eligible Dependents. The Employer intends that the Health
FSA qualify as a Code Section 105 self-insured medical reimbursement plan,and that the benefits provided
under the Health FSA be eligible for exclusion from the Participant's income for federal income tax
purposes under Section 105(b) of the Code. The Health FSA is a component of, and incorporated by
reference into,the Salary Reduction Plan,and the terms and conditions of the Plan Document apply also to
the Health FSA. The Health FSA is subject annual non-discrimination testing required by Code Section
125, which may be separate(or in addition to)non-discrimination testing under the Salary Reduction Plan
and other Benefit Options offered through the Salary Reduction Plan.
This Appendix references the Salary Reduction Plan Document and hereby incorporates for all
purposes all of the terms and conditions of the Salary Reduction Plan Document as if such terms and
conditions were stated herein. Accordingly, this Appendix, collectively with the Salary Reduction Plan
Document, sets forth the terms and conditions for participation in the Health FSA. Notwithstanding that
any other Appendix or plan document governing another Benefit Option offered under the Salary Reduction
Plan may also incorporate the terms and conditions of the Salary Reduction Plan Document for purposes
of defining the terms,conditions,and limitations for coverage and for construction and interpretation of the
other Benefit Option,this Appendix shall be considered separate and distinct from each other appendix or
plan document and the Health FSA shall be considered a separate plan and separate Benefit Option offered
under the Salary Reduction Plan.
This Health Flexible Spending Account Appendix only applies if a Health FSA has been
offered under the Salary Reduction Plan,as indicated in the Plan Information Summary.
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ARTICLE 1A.DEFINITIONS
Unless otherwise specified, terms that are capitalized in this Appendix A have the same meaning as the
defined terms in the Plan Document or Summary Plan Description.The definitions of terms defined in this
Appendix A, but not defined in the Plan Document or the Summary Plan Description, shall be applicable
only with respect to this Appendix A. To the extent a term is defined both in the Plan Document (or
Summary Plan Description)and in this Appendix A,the term as defined in the Plan Document shall govern
the interpretation of the Salary Reduction Plan and the term as defined in this Appendix A shall govern the
interpretation of this Health FSA.
"Eligible Medical Expense" means an expense that has been incurred by an Employee or the
Employee's eligible Dependents that is for"medical care"as defined by Code Section 213(d)and has not
been reimbursed by any other source or that the Employee certifies will not be reimbursed from any other
source.Notwithstanding the foregoing,the term Eligible Medical Expense does not include:
• Health insurance premiums;
• Expenses incurred for qualified long-term care services; and
• Any other expenses that are specifically excluded by the Employer as set forth in the Plan
Information Summary.
ARTICLE 2A.
ELIGIBILITY AND PARTICIPATION
2.O1A Eligibility to Participate. Each Employee who satisfies the Employer's eligibility
requirements shall be eligible to participate in this Health FSA as of the Employee's Eligibility Date.
2.02A Termination of Participation. Participation shall terminate on the earliest of the dates set
forth in the Summary Plan Description.
2.03A Qualifying Leave Under the Family and Medical Leave Act. Notwithstanding any
provision to the contrary in this Health FSA, if a Participant goes on a qualifying leave under the Family
and Medical Leave Act of 1993 (the "FMLA"), then to the extent required by the FMLA, the Participant
will be entitled to continue the Participant's coverage under this Health FSA on the same terms and
conditions as if the Participant were still an active Employee. The requirements for continuing coverage,
procedures for FMLA leave and payment option(s)provided by the Employer(as described above)will be
set forth in the Summary Plan Description and will be administered in accordance with the regulations
issued under Code Section 125 and in accordance with the FMLA.
2.04A Non-FMLA Leave. If a Participant goes on an unpaid leave of absence that does not affect
eligibility under this Health FSA,then the Participant will continue to participate and the contributions due
for the Participant will be paid by one or more of the payment options described in the Summary Plan
Description and implemented by the Employer on a uniform and consistent basis in accordance with the
Employer's internal policy and procedure. If a Participant goes on an unpaid leave that affects eligibility
under this Health FSA, the election change rules in Section 3.03A of this Health FSA will apply. If the
policy requires coverage to continue during the leave but permits a Participant to discontinue contributions
while on leave, the Participant will, upon returning from leave, be required to repay the contributions not
paid by the Participant during the leave.
ARTICLE 3A.
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ELECTION TO PARTICIPATE
Pre-tax Contributions contributed to the Health FSA for any Plan Year for shall not exceed the maximum
amount permitted by law per Participant or such lower amount as set forth in the Summary Plan Description
of the enrollment materials. In the event of a short Plan Year for all Participants, the maximum amount
permitted hereunder will be pro-rated. For any Employee who is eligible to become a Participant in the
Health FSA,elections to participate in and contribute Pre-tax Contributions to the Health FSA are permitted
and are subject to the terms,conditions, and limitations set forth in the Plan Document and Summary Plan
Description.
ARTICLE 4A.
REIMBURSEMENTS
4.O1A Health Care Reimbursement. Each Participant's Health FSA will be credited with
amounts withheld from the Participant's Compensation for Pre-tax Contributions to the Health FSA. The
Health FSA will be debited for reimbursements for Eligible Medical Expenses disbursed to the Participant
under the Health FSA. The entire amount elected by the Participant on the Salary Reduction Election as
an annual amount for the Plan Year less any reimbursements for Eligible Medical Expenses incurred during
the Plan Year shall be available to the Participant at any time during the Plan Year without regard to the
amounts withheld from the Employee's Compensation(provided that the periodic contributions have been
made). Thus, the maximum amount of available for reimbursement of Eligible Medical Expenses at any
particular time during the Plan Year will not relate to the amount that a Participant has contributed to the
Health FSA in the form of Pre-tax Contributions. In no event will the total amount of reimbursements for
Eligible Medical Expenses in any Plan Year exceed the annual amount specified for the Plan Year in the
Salary Reduction Election for the Health FSA. Any amount credited to the Health FSA shall be forfeited
by the Participant to the extent it is not applied by the end of the run-out period set forth in the Summary
Plan Description to provide reimbursement for Eligible Medical Expenses incurred during the Plan Year,
or has not been used to make a Qualified Reservist Distribution as set forth in the Summary Plan
Description. Notwithstanding the foregoing, the Employer has the discretion to establish a grace period
following the end of the Plan Year during which amounts unused as of the end of the Plan Year may be
used to reimburse Eligible Medical Expenses incurred during the grace period. In no event can the grace
period exceed the time period permitted by applicable law.
In lieu of a grace period,the Employer may also elect to carryover any unused balance in the Health
FSA at the end of the Plan Year to the next Plan Year up to the maximum amount permitted by applicable
law. The Plan Administrator may permit an individual to decline or waive any carryover of an unused
Health FSA balance to the next Plan Year before the beginning of that next Plan Year.
If a grace period or carryover is adopted, all amounts allocated to the Health FSA during a Plan
Year that are not used to reimburse Eligible Medical Expenses incurred during the Plan Year and/or the
grace period or not carried over (or used to make a Qualified Reservist Distribution), shall be forfeited.
Amounts so forfeited shall be used in a manner that is permitted within the applicable Department of Labor
("DOL")or Internal Revenue Service("IRS")regulations. The maximum annual reimbursement under the
Health FSA, including the amount of the carryover (if any), shall be set forth in the Summary Plan
Description. The Employer may establish a minimum annual reimbursement amount as set forth in the
Summary Plan Description.
If adopted by the Employer,the Employer will make Qualified Reservist Distributions as described
in the Summary Plan Description to the extent that the Participant satisfies all election requirements
established in accordance with applicable law and the Employer's internal policies and procedures.
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4.02A Reimbursements for Eligible Medical Expenses. Payment shall be made to the
Participant in cash as reimbursement for Eligible Medical Expenses incurred by the Participant or his
Dependents while he is a Participant during the Plan Year(or during the grace period to the extent adopted
by the Employer) for which the Participant's election is effective provided that the substantiation
requirements of Section 2.03A herein are satisfied. However, if the Employer so chooses, the participant
may choose to make payment for eligible medical expense with the Benefits Card, as described in the
Summary Plan Description and subject to the terms and conditions of this Plan and the Cardholder
Agreement.
4.03A Substantiation of Expenses. Each Participant must submit an expense for reimbursement
in accordance with the terms of the Summary Plan Description and provide the required substantiation set
forth in the Summary Plan Description or as otherwise requested by the Plan Administrator(or its designee).
4.04A Repayment of Excess Reimbursements. If, as of the end of any Plan Year, it is
determined that a Participant has received payments under this Health FSA that exceed the amount of
Eligible Medical Expenses that have been substantiated by such Participant during the Plan Year as required
by Section 4.03A herein or reimbursements have been made in error(e.g. reimbursements were made for
expenses incurred for the care of an individual who was not a qualifying individual), the excess
reimbursements may be recouped as set forth in the Summary Plan Description.
If, as of the end of the period for making a Qualified Reservist Distribution, it is determined that a
Participant has received a distribution under this Plan that exceeds the amount allowable for a Qualified
Reservist Distribution for the applicable Plan Year,the Plan Administrator shall give the Participant prompt
written notice of any such excess amount, and the Participant shall repay the amount of such excess to the
Employer.
4.05A Reimbursement Following Cessation of Participation. Participants in the Health FSA
may submit claims for reimbursement for Eligible Medical Expenses incurred during the Plan Year and
before the date of participation in the Health FSA ceases as set forth in the Summary Plan Description.
4.06A Coordination of Benefits Under the Health FSA. The Health FSA is intended to pay
benefits solely for otherwise unreimbursed medical expenses(subject to Qualified Reservist Distributions,
if adopted by the Employer). Accordingly, it shall not be considered a group health plan for coordination
of benefits purposes, and its benefits shall not be taken into account when determining benefits payable
under any other plan.
4.07A Disbursement Reports. The Plan Administrator shall issue directions to the Employer
concerning all benefits that are to be paid from the Employer's general assets pursuant to the provisions of
the Health FSA.
4.08A Timing of Reimbursements. Reimbursements shall be made as soon as administratively
feasible after the Plan Administrator or its designee has received the required forms.
4.09A Statements. The Plan Administrator, or its designated third party administrator, may
periodically furnish each Participant with a statement, showing the amounts paid or expenses incurred by
the Employer in providing reimbursements for Eligible Medical Expenses under the Health FSA.
4.10A Post-Mortem Payments. Any benefit payable under the Health FSA after the death of a
Participant shall be paid to his surviving Spouse, or if no Spouse, to his estate. If there is doubt as to the
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right of any beneficiary to receive any amount, the Plan Administrator may retain such amount until the
rights thereto are determined,without liability for any interest thereon.
4.11A Non-Alienation of Benefits. Except as expressly provided by the Plan Administrator, no
benefit under the Health FSA shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge,and any attempt to do so shall be void. No benefit under the
Health FSA shall in any manner be liable for,or subject to,the debts,contracts, liabilities,engagements,or
torts of any person.
4.12A Mental or Physical Incompetency. Every person receiving or claiming benefits under
the Health FSA shall be presumed to be mentally and physically competent and of age until the Plan
Administrator receives a written notice,in a form and manner acceptable to it,that such person is mentally
or physically incompetent or a minor,and that a guardian,conservator,or other person legally vested with
the care of his estate has been appointed.
4.13A Inability to Locate Payee. If the Plan Administrator is unable to make payment to any
Participant, or other person to whom a payment is due under the Health FSA, because the identity or
whereabouts of such Participants or other person cannot be ascertained after reasonable efforts have been
made to locate such person, such payment and all subsequent payments otherwise due to such Participant,
or other person,shall be forfeited after a reasonable time after the date any such payment first became due.
4.14A Tax Effects of Reimbursements. Neither the Plan Sponsor, Employer, nor the Plan
Administrator makes any warranty or other representation as to whether any reimbursements for Eligible
Medical Expenses or Qualified Reservist Distributions made under the Health FSA will be treated as
excludable from gross income for local, state, or federal income tax purposes. If, for any reason, it is
determined that any amount paid for the benefit of a Participant,Spouse,or Dependent are includable in an
Employee's gross income for local,federal,or state income tax purposes,then under no circumstances shall
the recipient have any recourse against the Plan Administrator or the Employer with respect to any increased
taxes or other losses or damages suffered by the Employees as a result thereof. The Health FSA is designed,
and is intended to be operated,as a self-insured medical reimbursement plan under Section 105 of the Code.
4.15A Forfeiture of Unclaimed Health FSA Benefits. Any reimbursements for Eligible
Medical Expenses that are unclaimed(e.g., uncashed benefit checks) within 180 days following the close
of the plan year shall be forfeited.
ARTICLE 5A.
FUNDING
The Health FSA shall be funded with amounts withheld from Compensation pursuant to Salary
Reduction Elections, and/or Employer Contributions and Flex Credits provided by the Employer, if any.
The Employer will apply all such amounts, without regard to their source, out of its general assets to pay
for the welfare benefits provided herein as soon as administratively feasible and to the extent applicable,
shall comply with all applicable regulations promulgated by the DOL, taking into consideration any
enforcement procedures adopted by the DOL. No money shall actually be allocated to any individual
Participant account(s) under the Health FSA; any such account(s) shall be of a memorandum nature,
maintained by the Plan Administrator for accounting purposes, and shall not be representative of any
identifiable trust assets. No interest will be credited to or paid on amounts credited to the Participant under
the Health FSA.
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ARTICLE 6A.
CLAIM PROCEDURES
The Plan has established procedures for reviewing claims denied under this Health FSA,and those
claims review procedures are set forth in the Summary Plan Description.
ARTICLE 7A.
CONTINUATION COVERAGE UNDER COBRA
The Summary Plan Description includes COBRA continuation of coverage provisions that shall be
applicable to the Health FSA to the extent the plan sponsor is subject to COBRA(as it amended ERISA,
the Code, and the Public Health Service Act).
ARTICLE 8A.
HIPAA PRIVACY AND SECURITY
8.O1A Scope and Purpose. The Health FSA is a Health Plan(as defined below),and as such will
use protected health information("PHI")to the extent of, and in accordance with,the uses and disclosures
permitted by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Specifically,
the Health FSA will use and disclose PHI for purposes related to health care treatment,payment for health
care,and health care operations as set forth below.
8.02A Definitions. For purposes of this Article,the following definitions shall apply:
"Breach" shall mean the acquisition, access, use,or disclosure of an individual's PHI in a
manner not permitted under the Privacy Rule that compromises the security or privacy of
the PHI. A Breach does not include:
(i) an unintentional acquisition, access, or use of PHI by a workforce member or
person acting under the authority of a covered entity or business associate, if such
acquisition, access or use was in good faith and within the scope of authority and
does not result in a further impermissible use or disclosure;
(ii) an inadvertent disclosure by a person who is authorized to access PHI to another
person authorized to access PHI at the same covered entity or business associate
or organized health care arrangement and the information received is not further
used or disclosed in a manner not permitted under the Privacy Rule;or
(iii) a disclosure of PHI where a covered entity or business associate has a good faith
belief that an unauthorized person to whom the disclosure was made would not
reasonably have been able to retain such information.
"Electronic Protected Health Information" or "Electronic PHI" means PHI that is
transmitted by or maintained in electronic media.
"EnrollmentlDisenrollment Information" means information of the Employer that is held
on behalf of the Employer by the Plan Administrator and other Plan Service Providers.
Enrollment/disenrollment information shall include, without limitation, name, employee
ID or social security number, contribution history, account balance information, age,
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employment status(active,retired, separated), limited account status,account preferences
(e-communication,etc.)or other information necessary to determine, verify,or assist with
eligibility, enrollment or disenrollment of an Employee or Participant. Enrollment
/disenrollment Information held at any time by or on behalf of the Employer is held in its
capacity as an Employer and is not PHI.
"Health Care Operations."as defined under 45 C.F.R. Section 164.501, means any of the
following activities to the extent that they are related to the Health Plan's covered
functions:
(i) Conducting quality assessment and improvement activities; population-based
activities related to health improvement, reduction of health care costs, case
management and care coordination; contacting health care providers and patients
regarding treatment alternatives; and related functions that do not include
treatment;
(ii) Reviewing competence or qualifications of health care professionals and
evaluating provider and Health Plan performance;
(iii) Underwriting and other activities that relate to the creation,renewal or replacement
of a contract of health insurance or health benefits;and ceding,securing or placing
a contract for reinsurance of risk relating to claims for health care(including stop-
loss insurance);
(iv) Conducting or arranging for medical review,legal services and auditing functions,
including fraud and abuse detection and compliance programs;
(v) Business planning and development, such as cost-management and planning-
related analysis related to managing and operating the Health Plan, and
development or improvement of coverage policies;and
(vi) Business management and general administrative activities, including, but not
limited to: (A)management activities related to implementation of and compliance
with the requirements of the Privacy Rule; (B) customer service, including the
provision of data analyses for the Health Plan sponsor, provided that PHI is not
disclosed to the Health Plan sponsor;(C)resolution of internal grievances;(D)due
diligence related to the sale, transfer, merger or consolidation of all or part of the
Health Plan with another entity directly regulated under the Privacy Rule, or an
entity that, following such activity, will be subject to the Privacy Rule; and (E)
consistent with applicable requirements of the Privacy Rule,creating de-identified
information, as defined in 45 C.F.R. Section 164.514(b)(2), or a limited data set,
as defined under 45 C.F.R. Section 164.514(d)(2).
"Health Plan" means each "group health plan,"as defined in 45 C.F.R. Section 160.103,
sponsored by the Employer to provide health care benefits for its employees, former
employees and dependents, including this Plan. The Plan Administrator intends this Plan
to form part of an Organized Health Care Arrangement, as defined in 45 C.F.R. §160.103,
along with any other benefit under a covered health plan (under 45 C.F.R. § 160.103)
provided by the Employer.
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"Payment." as defined under 45 C.F.R. Section 164.501, means activities undertaken by
the Health Plan to obtain contributions or to determine or fulfill its responsibility for
coverage and provision of benefits,or to obtain or provide reimbursement for the provision
of health care. Such activities include, but are not limited to:
(i) Determinations of eligibility or coverage(including coordination of benefits or the
determination of cost sharing amounts), and adjudication or subrogation of health
benefit claims;
(ii) Risk adjusting amounts due based on enrollee health status and demographic
characteristics;
(iii) Billing, claims management, collection activities, obtaining payment under a
contract for reinsurance (including stop-loss insurance and excess of loss
insurance)and related health care data processing;
(iv) Review of health care services with respect to medical necessity, coverage under
a health plan,appropriateness of care or justification of charges;
(v) Utilization review activities, including precertification and preauthorization of
services, and concurrent and retrospective review of services; and
(vi) Disclosure to consumer reporting agencies of necessary information relating to
collection of premiums or reimbursement.
"Privacy Policy"means the Employer's internal HIPAA privacy and security policies and
procedures.
"Protected Health Information" or "PHI" means individually identifiable health
information that(i)relates to the past, present or future physical or mental condition of a
current or former Participant,provision of health care to a Participant,or payment for such
health care; (ii)can either identify the Participant, or there is a reasonable basis to believe
the information can be used to identify the Participant; and (iii) is received, created,
maintained or transmitted by or on behalf of the Health Plan. Notwithstanding the
foregoing, for purposes of identifying information permitted to be shared by the Health
Plan and an Employer or its Responsible Employees, Enrollment/Disenrollment
Information shall not be considered PHI.
"Responsible Employee" means an employee (including a contract, temporary or leased
employee) of the Health Plans or of the Employer whose duties (A) require that the
employee have access to PHI for purposes of Health Plan Payment or Health Care
Operations; or (B) make it likely that he will receive or have access to PHI. Persons
designated as Responsible Employees are described in Section 8.03A. A Responsible
Employee shall also include any other employee (other than a designated Responsible
Employee)who creates,receives,maintains or transmits PHI on behalf of the Health Plan,
even though his duties do not (or are not expected to) include creating, receiving,
maintaining or transmitting PHI. Responsible Employees are within the Employer's
HIPAA firewall when they perform Health Plan functions.
"Security Incident" as defined under 45 C.F.R. Section 164.304, means the attempted or
successful unauthorized access,use,disclosure,modification,or destruction of information
or interference with system operations in an information system.
"Security Rule" means the regulations issued under HIPAA concerning the security of
Electronic PHI.
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8.03A Responsible Employees. Only Responsible Employees shall be permitted to use,disclose,
create,receive,access,maintain,or transmit PHI or Electronic PHI on behalf of a Health Plan. The use or
disclosure of PHI or Electronic PHI by Responsible Employees shall be restricted to the Health Plan
administration functions that the Employer performs on behalf of a Health Plan pursuant to Section 8.04A:
provided. however, enrollment and disenrollment functions performed by an Employer or its Responsible
Employees are performed on behalf of Employees, Participants, and their Dependents and are not
considered Health Plan administration functions:
(a) Employer employees who perform the following functions on behalf of the Health Plans
are Responsible Employees:
(i) claims determination and processing functions;
(ii) Health Plan vendor relations functions;
(iii) benefits education and information functions;
(iv) Health Plan administration activities;
(v) legal department activities;
(vi) Health Plan compliance activities;
(vii) information systems support activities;
(viii) internal audit functions;and
(ix) human resources functions.
(b) In addition to those individuals described in subsection (a), the Plan Administrator who
performs claims appeals and other decision-making functions on behalf of the Health Plans,
the Health Plans' HIPAA privacy officer and security official,and Employer employees to
whom the Health Plans' HIPAA privacy officer and security official has delegated any of
the following responsibilities shall also be Responsible Employees:
(i) implementation, interpretation and amendment of the Privacy Policy;
(ii) Privacy Rule or Security Rule training for Employer employees;
(iii) investigation of and response to complaints by Participants and/or employees;
(iv) preparation and maintenance of the Health Plans' privacy notice;
(v) distribution of the Health Plans' privacy notice;
(vi) response to requests by Participants to inspect or copy PHI;
(vii) response to requests by Participants to restrict the use or disclosure of their PHI;
(viii) response to requests by Participants to receive communications of their PHI by
alternate means or in an alternate manner;
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(ix) amendment and response to requests to amend Participants' PHI;
(x) response to requests by Participants for an accounting of disclosures of their PHI;
(xi) response to requests for information by the Department of Health and Human
Services;
(xii) approval of disclosures to law enforcement or to the military for government
purposes;
(xiii) maintenance of records and other documentation required by the Privacy Rule or
Security Rule;
(xiv) negotiation of Privacy Rule and Security Rule provisions and/or reasonable
security provisions into contracts with third party service providers;
(xv) maintenance of Health Plan PHI or Electronic PHI security documentation;or
(xvi) approval of access to Electronic PHI.
8.04A Permitted Uses and Disclosures. Responsible Employees may access, request, receive,
use,disclose,create and/or transmit PHI only to perform certain permitted and required functions on behalf
of the Health Plan,consistent with the Privacy Policy. This includes:
(a) uses and disclosures for the Health Plans' own Payment and Health Care Operations
functions;
(b) uses and disclosures for another Health Plan's Payment and Health Care Operations
functions;
(c) disclosures to a health care provider, as defined under 45 C.F.R. Section 160.103, for the
health care provider's treatment activities;
(d) disclosures to the Employer, acting in its role as Plan Sponsor, of(i) summary health
information for purposes of obtaining health insurance coverage or premium bids for the
Health Plan or for making decisions to modify,amend or terminate the Health Plan;or(ii)
enrollment or disenrollment information;
(e) disclosures of a Participant's PHI to the Participant or his personal representative, as
defined under 45 C.F.R. Section 164.502(g);
(f) disclosures to a Health Plan for the other Health Plan's Payment or Health Care Operations
activities;
(g) disclosures to a Participant's family members or friends involved in the Participant's health
care or payment for the Participant's health care, or to notify a Participant's family in the
event of an emergency or disaster relief situation;
(h) uses and disclosures to comply with workers' compensation laws;
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(i) uses and disclosures for legal and law enforcement purposes, such as to comply with a
court order;
(j) disclosures to the Secretary of Health and Human Services to demonstrate the Health Plan's
compliance with the Privacy Rule or Security Rule;
(k) uses and disclosures for other governmental purposes, such as for national security
purposes;
(1) uses and disclosures for certain health and safety purposes, such as to prevent or lessen a
threat to public health,to report suspected cases of abuse,neglect,or domestic violence,or
relating to a claim for public benefits or services;
(m) uses and disclosures to identify a decedent or cause of death, or for tissue donation
purposes;
(n) uses and disclosures required by other applicable laws;and
(o) uses and disclosures pursuant to the Participant's authorization that satisfies the
requirements of 45 C.F.R. Section 164.508.
Notwithstanding anything in the Plan to the contrary, the use or disclosure of Protected Health
Information that is Genetic Information about an individual for underwriting purposes shall not be
permitted use or disclosure. The term"underwriting purposes" includes determining eligibility or
benefits,computation of premium or contribution amounts,or the creation,renewal or replacement
of a contract of health insurance.
8.05A Certification Requirement. Through its adoption of this Plan Document as provided in
the Plan Adoption Agreement, the Employer hereby certifies that, with respect to any PHI received from
or disclosed by the Health Plan to the Employer or its Responsible Employees, the Employer and its
Responsible Employees will:
(a) not to use or further disclose PHI other than as permitted or required by this Article and
the Privacy Policy or as required by law;
(b) to take reasonable steps to ensure that any agents, including subcontractors,to whom the
Employer provides PHI or Electronic PHI,received from the Health Plan agree:
(i) to the same restrictions and conditions that apply to the Employer with respect to
such PHI; and
(ii) implement reasonable and appropriate security measures to protect such
Electronic PHI.
(c) not to use or disclose PHI for employment-related actions and decisions or in connection
with any other benefit or employee benefit plan of the Employer other than another Health
Plan;
(d) to report to the Health Plan any use or disclosure of PHI, including Electronic PHI,that is
inconsistent with the uses or disclosures described in Section 8.04A, or any Security
Incident,of which the Employer becomes aware;
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(e) to make available PHI for inspection and copying in accordance with 45 C.F.R. Section
164.524;
(f) to make available PHI for amendment, and to incorporate any amendments to PHI in
accordance with 45 C.F.R. Section 164.526;
(g) to make available PHI required to provide an accounting of disclosures in accordance with
45 C.F.R. Section 164.528;
(h) to make its internal practices, books and records relating to the use and disclosure of PHI
and Electronic PHI, received on behalf of the Health Plan available to the Secretary of
Health and Human Services for purposes of determining compliance by the Health Plan
with the Privacy Rule or the Security Rule;
(i) if feasible,to return or destroy all PHI and Electronic PHI, received from the Health Plan
that the Employer still maintains in any form and retain no copies of such PHI and
Electronic PHI when no longer needed for the purpose for which disclosure was made,
except that, if such return or destruction is not feasible, limit further uses and disclosures
to those purposes that make the return or destruction of PHI infeasible and Electronic PHI;
(j) to take reasonable steps to ensure that there is adequate separation between the Health Plan
and the Employer's activities in its role as Plan sponsor and employer, and that such
adequate separation is supported by reasonable and appropriate security measures; and
(k) to implement administrative, physical and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity and availability of any Electronic PHI
that the Employer creates, receives,maintains or transmits on behalf of the Health Plan.
8.06A Mitigation. In the event of non-compliance with any of the provisions set forth in this
Article:
(a) The HIPAA privacy officer or security official,as appropriate,shall address any complaint
promptly and confidentially. The HIPAA privacy officer or security official, as
appropriate,first will investigate the complaint and document his investigation efforts and
findings.
(b) If PHI, including Electronic PHI, has been used or disclosed in violation of the Privacy
Policy or inconsistent with this Article, the HIPAA privacy officer and/or the security
official, as appropriate, shall take immediate steps to mitigate any harm caused by the
violation and to minimize the possibility that such a violation will recur.
(c) If a Responsible Employee or other Employer employee is found to have violated the
Privacy Policy and/or policy developed under the Security Rule, such personnel shall be
subject to disciplinary action up to and including termination.
8.07A Breach Notification. Following the discovery of a Breach of unsecured PHI, the Health
Plan shall notify each individual whose unsecured PHI has been, or is reasonably believed to have been,
accessed,acquired,or disclosed as a result of a Breach, in accordance with 45 C.F.R. Section 164.404,and
shall notify the Secretary of Health and Human Services in accordance with 45 C.F.R. Section 164.408.
For a breach of unsecured PHI involving more than 500 residents of a State or jurisdiction, Health Plan
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shall notify the media in accordance with 45 C.F.R. Section 164.406. "Unsecured PHI"means PHI that is
not secured through the use of a technology or methodology specified in regulations or other guidance
issued by the Secretary of Health and Human Services.
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APPENDIX B TO THE SALARY REDUCTION PLAN.
DEPENDENT CARE FLEXIBLE SPENDING ACCOUNT
ARTICLE 1B.
DEPENDENT CARE FLEXIBLE SPENDING ACCOUNT
If the Plan Information Summary includes a Dependent Care FSA option under this Salary
Reduction Plan,the Employer has established the Dependent Care Flexible Spending Account to provide
dependent care assistance for those Employees who participate in the Dependent Care FSA and who,
pursuant to the election procedures set forth in the Plan, choose to make contributions to this Dependent
Care FSA. This Dependent Care FSA is intended to provide reimbursement of certain Eligible Dependent
Care Expenses incurred by the Participant for care of a Qualifying Individual. The Employer intends that
the Dependent Care FSA qualify as a Code Section 129 dependent care assistance plan,and that the benefits
provided under the Dependent Care FSA be eligible for exclusion from the Participant's income for federal
income tax purposes under Section 129 of the Code. This Dependent Care FSA is a component of, and
incorporated by reference into, the Salary Reduction Plan, and the terms and conditions of the Plan
Document apply also to this Dependent Care FSA. The Dependent Care FSA is subject annual non-
discrimination testing required by Code Sections 125 and 129, which may be separate (or in addition to)
non-discrimination testing under the Salary Reduction Plan and other Benefit Options offered through the
Salary Reduction Plan.
This Appendix references the Salary Reduction Plan Document and hereby incorporates for all
purposes all of the terms and conditions of the Salary Reduction Plan Document as if such terms and
conditions were stated herein. Accordingly, this Appendix, collectively with the Salary Reduction Plan
Document, sets forth the terms and conditions for participation in the Dependent Care FSA.
Notwithstanding that any other Appendix or plan document governing another Benefit Option offered under
the Salary Reduction Plan may also incorporate the terms and conditions of the Salary Reduction Plan
Document for purposes of defining the terms,conditions,and limitations for coverage and for construction
and interpretation of the other Benefit Option,this Appendix shall be considered separate and distinct from
each other appendix or plan document and the Dependent Care FSA shall be considered a separate plan and
separate Benefit Option offered under the Salary Reduction Plan.
This Dependent Care Flexible Spending Account Appendix only applies if a Dependent Care
FSA has been offered under the Salary Reduction Plan, as indicated in the Plan Information
Summary.
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Unless otherwise specified, terms that are capitalized in this Appendix B have the same meaning
as the defined terms in the Salary Reduction Plan Document or Summary Plan Description.The definitions
of terms defined in this Appendix B, but not defined in the Salary Reduction Plan or the Summary Plan
Description, shall be applicable only with respect to this Appendix B. To the extent a term is defined both
in the Salary Reduction Plan Document(or Summary Plan Description) and in this Appendix B, the term
as defined in the Salary Reduction Plan Document shall govern the interpretation of the Salary Reduction
Plan and the term as defined in this Appendix B shall govern the interpretation of this Dependent Care FSA.
"Earned Income"means all income derived from wages,salaries,tips,self-employment,and other
Compensation(such as disability or wage continuation benefits),but only if such amounts are includible in
gross income for the taxable year.Earned income does not include any other amounts excluded from earned
income under Code Section 32(c)(2), such as amounts received under a pension or annuity, or pursuant to
workers' compensation.
"Eligible Dependent Care Expenses" means those expenses that would be considered to be
employment-related expenses under Section 21(b)(2)of the Code(relating to expenses for household and
dependent care services necessary for gainful employment) if paid for by the Employee to provide
Qualifying Services other than amounts paid to:
(a) an individual with respect to whom a Dependent deduction is allowable under Code Sec.
151(c)to the Participant or his Spouse;
(b) the Participant's Spouse or the Qualifying Individual's parent;or
(c) a child(as defined in Code Section 152(0(1))of the Participant who is under 19 years of
age at the end of the taxable year in which the expenses were incurred.
"Highly Compensated Individual"means an individual defined under Code Section 414(q),as
amended, as a"highly compensated individual"or a"highly compensated employee."
"Qualifying Individual"means a person as described in the Summary Plan Description for whom
an Eligible Dependent Care Expense may be reimbursed under this Dependent Care FSA.
"Qualifying Services" means services relating to the care of a Qualifying Individual that enable
the Participant or his Spouse to remain gainfully employed which are performed:
(a) in the Participant's home; or
(b) outside the Participant's home for (1) the care of a Dependent of the Participant who is
under age 13, or(2)the care of any other Qualifying Individual who resides at least eight
(8)hours per day in the Participant's household. If the expenses are incurred for services
provided by a dependent care center (i.e., a facility that provides care for more than 6
individuals not residing at the facility),the center must comply with all applicable state and
local laws and regulations.
ARTICLE 2B.
ELIGIBILITY AND PARTICPATION
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2.O1B Eligibility to Participate. Each Employee who satisfies the Employer's eligibility
requirements shall be eligible to participate in this Dependent Care FSA as of the Employee's Eligibility
Date.
2.02B Termination of Participation. Participation shall terminate on the earliest of the dates set
forth in the Summary Plan Description.
2.03B Qualifying Leave Under the Family and Medical Leave Act. Notwithstanding any
provision to the contrary in this Dependent Care FSA,if a Participant goes on a qualifying leave under the
Family and Medical Leave Act of 1993 (the "FMLA"), then to the extent required by the FMLA, the
Participant will be entitled to continue the Participant's coverage under this Dependent Care FSA in
accordance with the Summary Plan Description.The requirements for continuing coverage,procedures for
FMLA leave and payment option(s)provided by the Employer(as described above)will be set forth in the
Summary Plan Description and will be administered in accordance with the regulations issued under Code
Section 125 and in accordance with the FMLA.
ARTICLE 3B.
ELECTION TO PARTICIPATE
Pre-tax Contributions contributed to the Dependent Care FSA for any Plan Year for shall not exceed the
maximum amount permitted by law per Participant or such lower amount as set forth in the Summary Plan
Description of the enrollment materials. In the event of a short Plan Year for all Participants,the maximum
amount permitted hereunder will be pro-rated. For any Employee who is eligible to become a Participant
in the Dependent Care FSA, elections to participate in and contribute Pre-tax Contributions to the Health
FSA are permitted and are subject to the terms, conditions, and limitations set forth in the Plan Document
and Summary Plan Description.
If the Plan Administrator determines, before or during any Plan Year, that the Dependent Care FSA may
fail to satisfy any requirement or limitation imposed by the Code on Pre-tax Contributions allocated by
Highly Compensated Individuals,the Plan Administrator shall take such action(s)as he deems appropriate,
under rules uniformly applicable to similarly situated Participants, to assure compliance with such
requirement or limitation. Such action may include, without limitation, a modification or revocation or a
Highly Compensated Individual's election without the consent of such Employee.
ARTICLE 4B.
REIMBURSEMENTS
4.O1B Dependent Care Reimbursement. Each Participant's Dependent Care FSA will be
credited with amounts withheld from the Participant's Compensation for Pre-tax Contributions to the
Dependent Care FSA. The Dependent Care FSA will be debited for reimbursements of Eligible Dependent
Care Expenses disbursed to the Participant under the Dependent Care FSA. In the event that the amount
credited to the Dependent Care FSA is less than the amount of reimbursable claims at any time during the
Plan Year, the excess part of the claim will be carried over into following months within the same Plan
Year,to be paid out as the amount credited to the Dependent Care FSA balance becomes adequate. In no
event will the amount of reimbursements for Eligible Dependent Care Expenses exceed the amount credited
to the Dependent Care FSA for any Plan Year. Any amount allocated to the Dependent Care FSA shall be
forfeited by the Participant and restored to the Employer if it has not been applied by the end of the run-out
period set forth in the Summary Plan Description to provide reimbursement for Eligible Dependent Care
Expenses incurred during the Plan Year. The Employer has the discretion to establish a grace period
following the end of the Plan Year during which amounts unused as of the end of the Plan Year may be
used to reimburse Eligible Dependent Care Expenses incurred during the grace period. In no event can the
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grace period exceed the maximum amount permitted by law. All amounts allocated to the Dependent Care
FSA that are not used to reimburse Eligible Dependent Care Expenses incurred during the Plan year and/or
the grace period shall be forfeited. Amounts so forfeited shall be used in a manner that is not prohibited by
applicable federal or state law. The maximum annual reimbursement amount shall be set forth in the
Summary Plan Description. The Employer may establish a minimum annual reimbursement amount as set
forth in the Summary Plan Description.
4.02B Receiving Dependent Care Reimbursement. Payment shall be made to the Participant
in cash as reimbursement for Eligible Dependent Care Expenses incurred by him while a Participant,during
the Plan Year (or the grace period, if adopted by the Employer) for which the Participant's election is
effective, provided that the substantiation requirements of Section 4.03B herein are satisfied.
4.03B Substantiation of Expenses. Each Participant must submit an expense for reimbursement in
accordance with the terms of the Summary Plan Description.
4.04B Repayment of Excess Reimbursements. If, as of the end of any Plan Year, it is
determined that a Participant has received payments under this Dependent Care FSA that exceed the amount
of Eligible Dependent Care Expenses that have been substantiated by such Participant during the Plan Year
as required by Section 4.03B herein, the excess reimbursements may be recouped as set forth in the
Summary Plan Description.
4.05B Reimbursement Following Cessation of Participation. Participants in the Dependent
Care FSA may submit claims for reimbursement for Eligible Dependent Care Expenses incurred during the
Plan Year and before the date of participation in the Dependent Care FSA ceases as set forth in the Summary
Plan Description.
4.06B Disbursement Reports. The Plan Administrator shall issue directions to the Employer
concerning all benefits that are to be paid from the Employer's general assets pursuant to the provisions of
the Dependent Care FSA.
4.07B Timing of Reimbursements. Reimbursements shall be made as soon as administratively
feasible after the required forms have been received by the Plan Administrator or its designee.
4.08B Statements. The Plan Administrator, or its designated third party administrator, may
periodically furnish each Participant with a statement, showing the amounts paid or expenses incurred by
the Employer in providing Dependent Care Reimbursement under the Dependent Care FSA.
4.09B Post-Mortem Payments. Any benefit payable under the Dependent Care FSA after the
death of a Participant shall be paid to his surviving Spouse, otherwise,to his estate. If there is doubt as to
the right of any beneficiary to receive any amount,the Plan Administrator may retain such amount until the
rights thereto are determined,without liability for any interest thereon.
4.10B Non-Alienation of Benefits. Except as expressly provided by the Plan Administrator,no
benefit under the Dependent Care FSA shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void. No benefit
under the Dependent Care FSA shall in any manner be liable for, or subject to, the debts, contracts,
liabilities,engagements,or torts of any person.
4.11B Mental or Physical Incompetency. Every person receiving or claiming benefits under
the Dependent Care FSA shall be presumed to be mentally and physically competent and of age until the
Plan Administrator receives a written notice, in a form and manner acceptable to it, that such person is
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mentally or physically incompetent or a minor, and that a guardian, conservator, or other person legally
vested with the care of his estate has been appointed.
4.12B Inability to Locate Payee. If the Plan Administrator is unable to make payment to any Participant
or other person to whom a payment is due under the Dependent Care FSA because the identity or whereabouts of
such Participants or other person cannot be ascertained after reasonable efforts have been made to identify
or locate such person, such payment and all subsequent payments otherwise due to such Participant or other
person shall be forfeited after a reasonable time after the date any such payment first became due.
4.13B Tax Effects of Reimbursements. Neither the Plan Sponsor, the Employer, nor the Plan
Administrator makes any warranty or other representation as to whether any reimbursements made under
the Dependent Care FSA will be treated as excludable from gross income for local,state,or federal income
tax purposes. If, for any reason, it is determined that any amount paid for the benefit of a Participant,
Spouse or Dependent are includable in an Employee's gross income for local, federal, or state income tax
purposes, then under no circumstances shall the recipient have any recourse against the Plan Sponsor,the
Plan Administrator,or the Employer with respect to any increased taxes or other losses or damages suffered
by the Employees as a result thereof. The Dependent Care FSA is designed and is intended to be operated as a
dependent care assistance plan under Section 129 of the Code.
4.14B Forfeiture of Unclaimed Benefits. Any Dependent Care FSA benefit payments that are
unclaimed (e.g., uncashed benefit checks) within 180 days following the close of the plan year shall be
forfeited.
ARTICLE 5B.
FUNDING
The Dependent Care FSA shall be funded with amounts withheld from Compensation pursuant to
Salary Reduction Elections,and/or Employer Contributions and Flex Credits provided by the Employer, if
any. The Employer will apply all such amounts, without regard to their source, to pay for the welfare
benefits out of its general assets provided herein as soon as administratively feasible and shall comply with
all applicable regulations. No money shall actually be allocated to any individual Participant account(s)
under the Dependent Care FSA; any such account(s)shall be of a memorandum nature, maintained by the
Plan Administrator for accounting purposes, and shall not be representative of any identifiable trust assets.
No interest will be credited to or paid on amounts credited to the Participant under the Dependent Care
FSA.
ARTICLE 6B.
CLAIMS PROCEDURES
The Plan has established procedures for reviewing claims denied under this Dependent Care FSA
and those claims review procedures are set forth in the Summary Plan Description.
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