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Home My WebLink AboutContract 62885Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 CSC No. 62885 � CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between HealthEquity, Inc. ("Vendor") and the City of Fort Worth ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1.This Cooperative Purchase Agreement; 2.Exhibit A-Seller's Pricing; 3.Exhibit B -Cooperative Agency Contract Omnia Partners 09-22; 4.Exhibit C-HealthEquity General Terms and Conditions; and 4.Exhibit D-Conflict oflnterest Questionnaire Exhibits A-D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached Exhibits conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City explicitly addressed in this Cooperative Purchase Agreement, the terms in this Cooperative Purchase Agreement shall control. Notwithstanding anything contained to the contrary in the Cooperative Agency Contract Omnia Partners 09-22, the Parties agree that the pricing shall be as set forth in Exhibit A. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed Three Hundred Thousand Dollars ($300,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be for one year beginning on January 1, 2025 and ending on December 31, 2025. Upon the expiration of this Term, the Agreement shall renew automatically under the same terms and conditions for up to two (2) one-year renewal periods (January 1 to December 31), unless City or Contractor provides the other party with notice of non-renewal at least 60 days before the expiration of the Initial Term or renewal period. After the Initial Term, during any Renewal Period, City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 60 days' written notice of termination. However, If funds are not appropriated, the City may cancel the Agreement 30 calendar days after providing written notification to the Contractor. Vendor agrees that City shall, until the expiration of one (1) year after final payment under this Agreement, or the final conclusion of any audit commenced, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. No more than one audit may be conducted per year. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable (e.g., 30 days) advance notice of intended audits. Notwithstanding anything contained to the contrary herein, such audit shall be conducted with not less than thirty (30) days' notice, at the City's sole cost, and shall take place during normal business hours to reasonably limit disruption to Vendor's business. Any such audit shall be subject to the following limitations: (i)the use of any third-party auditor shall be subject to Vendor's prior written approval, such approval not to be Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 unreasonably withheld or delayed; (ii) City or any auditor conducting any such audit shall at all times during the audit comply with all security and confidentiality guidelines and other policies of Vendor; (iii) City or any auditor conducting any such audit shall at all times during the audit comply with all security and confidentiality guidelines and other policies of Vendor; and (iv) any request for an onsite visit/audit, and any resulting visit/audit, under this Section shall be limited to locations owned or leased by Vendor and shall not include any personal property of any Vendor einployee or personneL For any audit conducted onsite that requires less than the equivalent of two (2) business days of Vendor personnel's time (i.e. a total of 16 hours of time), Vendor will not charge City an audit fee. Vendor agrees to provide City with copies of all documents requested within those two business days without reasonable delay. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Jessica McEachern, Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76 1 02-63 14 With copy to Fort Worth City Attorney's Office at same address To VENDOR: HealthEquity, Inc. Address: 15 West Scenic Pointe Dr, Ste 400 Draper, UT 84020 Facsimile: N/A City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. Vendor shall defend, indemnify and hold harmless City and all of City's directors, officers, employees and agents (the "Employer Group") from and against all claims, liabilities, losses, damages and expenses, including attorneys' fees (collectively "Losses") asserted by any party who is not a party to this Agreement to the extent caused by Vendor's breach of this Agreement, negligence or willful misconduct; provided, however, that Vendor shall not defend, indemnify or hold the Employer Group harmless for Losses, in each case to the extent arising out of City's breach of this Agreement, negligence, or willful misconduct. Notwithstanding any other provision of the Agreement, Vendor will not be responsible for claims, Losses or liabilities resulting from: (i) acts or omissions based on instructions or directions received from City and its agents, representatives, or employees; (ii) errors caused by incomplete, inaccurate or untimely information provided by City and its agents, representatives or employees; or (iii) failure of City to perform its obligations as required by this Agreement. City (the "Indemnified Party") shall give Vendor (the "Indemnifying Party") written notice of each claim, if any, promptly after the Indemnified Party's first knowledge thereof. The Indemnifying Party shall assume and Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 have sole control of the defense of such claim; provided, however, that the Indemnifying Party may not settle any claim without the prior written consent of the Indemnified Party if such settlement exposes the Indemnified Party to any liability. The Indemnified Party is entitled to retain counsel to provide for its own defense unless or until provided reasonable notice by the Indemnifying Party of its intent to direct the defense. The Indemnified Party may also participate, at its own cost and expense, in the defense of the action. Except for damages incurred or arising out of or due to gross negligence, willful misconduct or fraud of the other Party, the aggregate liability of either Party to the other Party from any and all actions relating to the subject matter of this Agreement shall not exceed fees actually paid by City to Vendor under this Agreement in the twelve months preceding the date on which the cause of action arose. Notwithstanding the foregoing, the aggregate liability of either Party to the other Party from any and all actions relating to data breaches shall not exceed three times (3X) the fees actually paid by City to Vendor under this Agreement in the twelve months preceding the date on which the cause of action arose. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IN THE EVENT THAT IT IS ADVISED OF THE POSSIBILITY THAT SUCH DAMAGE MAY ARISE, OCCUR OR RESULT. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 CITY OF FORT WORTH: By: Name: Richard Zavala Title: Assistant City Manager Date: APPROVAL RECOMMENDED: By: Dianna Giordano (Mar 3, 2025 10:16 CST) Name: Dianna Giordano Title: Human Resources Director ATTEST: By: Name: Jannette Goodall Title: City Secretary VENDOR: Health Equity, Inc. By: Date: Name: Ml cPi'aWfBffb'f� Title: chief commercial officer 02/28/2025 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Meagan Hailey Title: Human Resources Coordinator APPROVED AS TO FORM AND LEGALITY: By: Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0928 (10/29/24) Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 EXHIBIT A - Pricing I n te rate d P owe rf u I g � � End-to-End Solutions Proposalfor City of Fort Worth II R � � � �` � � � � . Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 � 0 � l��F � � � O C � � C �■ � � Our Commitment to Our Members Service Implementation Education Technology Product Overview(s) Fee Schedules Serving over 15 million members and more than 120,000 clients. Sales Representative Cory Good cgood@healthequity.com healthequity.com Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Our Commitment to Our Members We're Dedicated to the Health and Financial Security of Every One of Your Employees With the country's retirement savings gap widening and healthcare costs rising, we all need to recognize that connected problems require connected solutions. This understanding is what guides our mission to make healthcare more affordable for all Americans. �� I� In our two decades of experience, we've tumed benefits administration into a science. And we've gained a deep understanding of the variables and challenges you face in the modern work environment. As a deeply mission-driven company, we're passionately focused on the health and financial wellbeing of your employees. By connecting integrated and flexible technology, personalized education programs, and committed member service, we empower your employees to achieve a better future. Let's do it together. healthequity.com 2 Since our founding in 2002 by trauma surgeon Dr. Steve Neeleman, we've had a singular goal: Empowerworking Americans of all backgrounds and income levels to gain more Like you, W@'re not just choice and control over their healthcare and financial future. h@I"@ t0 Cil@Ck tIl@ bOX. W@'1"@ here to change people's lives. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Service Remarkable Member Service When we say we're dedicated to the health and financial security of every employee, we mean it. We work to educate members seeking help beyond their initial questions, and we offer a wide range of digital channels to provide them with support when and where they need it. We help employers with plan design, empower members with access and education, and leverage our integrations to collectively make it easy for our members to connect health and savings. Supporting members is our top priority We empower your employees to become better healthcare consumers over time, while giving them quick and easy access to help when they need it. �� 24/7 365 Live member support' Healthcare questions aren't limited to business hours. That's why we're here for your members dayor night. ' Phone support for COBRA and Qirect Bill members is avaliable 8a.m. until 8 p.m. Eastem Time. A World-Class Net Promoter Score (NPSj Needs Improvement 100-0 Good 0-50 �, �� Step-by-step g uidance Members who understand fheir benefits are more likely to use them. That's why we offer on-screen tutorials, user guides, webinars, calculators, and more. Excellent 50 World-Glass 50-100 � Easy account management Intuitive navigation and dashboard tutorials make the mernber experience meaningful and stress free. "I call HealthEquity and, 'Yep, we can get it taken care of.' They always know the answers, so I've a]ways had great experiences calling into HealthEquity." Gina, HSA Member healthequity.com Docusign Envelope ID: B02BF7E7-26EE-4FAA-B251-45CF714C4743 Service Proactive Service for Our Clients We demonstrate our commitment to our clients through an unrivaled level of service and advocacy. We're continuously improving and expanding our support channels to be easier, quicker, and more suited to your needs. We're partners in your success We help you design benefit plans that improve health and financial outcomes foryour employees while supporting you every step of the way. �� Assigned service delivery manager Get proactive, comprehensive support from a designated account manager who will work with you every step of the way. Best practices We offer ongoing training, webinars, and other educational opportunities —so you can benchmark against peers and stay updated on industry trends and innovation. We provide support that drives customer satisfaction. +.-:, , .' . ,, . � rJ Compliance focused Our legislative affairs team prioritizes advocacy and monitors regulatory changes to ensure we're always in compliance. CSAT score � $5% healthequity.com 4 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Implementations Seamless, Member-First Transition We make the move to an enhanced benefit administration as simple and streamlined as possible. Your assigned implementation team creates a customized project plan for an easy transition to our services. Our implementation services include: ✓ Project planning ✓ Client strategy ✓ Systems development ✓ Employer education ✓ Program testing Accelerate implementa#ion After working with 120,000+ organizations, we've got onboarding down to a science. Our implementation team will guide you through plan setup, employee enrollment, anci program go-live. ��► Easy transfers Quickly transfer member files from external databases or payroll �endors. � ��J Simple custamizations Configure and customize your employer portal account in minutes. Hassle-free at every step We're here to manage your implementation, end to end. Our experience enables us to deli�er a custam t�ansition plan that fits your unique business needs. Hundreds of network partners: • Health plans • Retirement plans • Benefitadministrators • Third-partyadministrators � Ryan Jones O OSarah Brown O � = RaCF�el Williams O✓ � Seamless integrations Make benefit plan set up, ongaing administration, and future changes as easy as possibfe with more than 2Q000 integrations available with virtually any third-party partner. � � � ,I i- � 0 111 961K O healthequity.com 5 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Education Education That Empowers We've perfected member education, and we have the results to prove it. Our members show higher financial literacy and have some of the best savings outcomes in the industry. Wherever your employees are in theirjourney, we have the tools and resources to empower them to make smart and informed decisions about their health and financial security. Open enrollment toolkit Tap into a library of collateral, webinars, and other resources you can use during annual enrollment and for new hires. We are expanding our languages and offer most collateral in Spanish, and even offer Spanish speaking educational webinars. Our education resources enable you to: ✓ Drive benefit adoption ✓ Increase financial literacy ✓ Improve savings outcomes ✓ Measure and benchmark ✓ Maximize utilization ✓ Refine and optimize Cuenta de Ahorros r' � � HSAvsFSA para la Salud ;`� ' m�. m� � . ..�„_ ��<. ..�"m" _f +^Rr w�.. 0,9�0 « �� PemnelalEaaM1arollscalanuap 1 � �� calfc a.er �v. - camvws. ._ ... T, §1,550 $770 ...� ,,.:,_. ,.aa� � .___.�. �._ � �,., a.... o� ,� ,�� :i � � ,,. o - r �,�,., _ v==--=-__ _ .___ _ �:-: �_._ �-W— ____ � ' - � = :.s==: .�_�._W =: W:.. Engagement packages We'll send targeted, systematic communications to promote positive habits and address specific areas for program improvement. Our education programs create better outcomes. 9/10 participants in our webinars show a likelihood to enroll. ; �_ ,-..r R--�_`- 'h _ BE AN HSA PRO SAYEIIKEAPRO MAKE THE MOST • ca„��;t�:e �»�r�. owe izry. i,� ,�u�� ;.:.��N,,r,�.,,�� OF YOUR HSA ,.;;�°:��„. A, �Si[ti9hif ) yurHS. �.I. .- �.� ... " nryyeur,5u'e�Y� UYcuJu�l SpCltl5iay5'nyOUraccOunt. - �' �� ` �'�'��- • Ptan for [hv unaxpected. S��.P mnre � �han vou �h�nk /oi II nxe arM use �Ae extra loremergen<os. .. GetmorcH6AtipeaMtrieks. hraAhreacostsrvilhpr�aenlNamre— re�x..0 a , mu..� otten:.overeabyinsuranCe. �: `�� .� �� healthequity.com 6 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Education Engage beyond enrollment Our proven approach to year-round engagement delivers the right message, to the right members, at the right time. Engage360 is designed around behavior-driven journeys to reach members where they're at on their path to health and financial security. Designed for members, removing the burden from your benefits team, Engage360 includes original collateral, analytics, training, and the support you need to make a difference for your employees and yourorganization. Measure and benchmark with Health Savings ScoreT"" Track your progress, measure your HSA plan impact, and how it compares against your industry peers. We look at four key financial security indicators for your employees: health care safety net, contributions, retirement readiness, and account engagement. Refine and optimize Access workshops and original insights that will help you make a bigger impact with less effort. On-demand and live Q&A sessions are available. What's more, we are continuously updating our OE toolkit to make our communications more inclusive, and to test the impact of our messaging with members. � ��`" � ' �' � a � �� i \ � ' � � � � . �� ` �� e,a�,o.m,�,�, --� � � ,, ,� � ; '�� r � � � /� �� healthequity.com 7 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Technology Technology Built Hassle-Free We use technology to reduce your workload, not add to it. Smart integrations and intuitive design accelerate your implementation while making it easier for your employees to take ownership of their health and financial future. Powerful integrations Our platform makes it easy to integrate benefits with your health plan, retirement provider, payroll administrator, and more. We have integrations with many different health plans and we're adding more every year. l� Automated Accelerate claims, payments, and reimbursements. Single-view dashboard Our unified dashboard lets members see and do everything—all in one place. Mobile Manage it all from the palm of your hand. Convenient Enjoy at-a-glance views of account balances, spending, claims status, and more. Secure Enjoy two-factor authentication and industry-standard encryption. �� Practical Enable your employees to save and invest for future costs. � Efficient Streamline day-to-day administration. ,' � �� _ �' ;: �\�, � r � ��"� - � � � � . � `1 ;%�� 1.�:` �:��i � � ` � -., - � �►;,,�._�' u, l` �, �i =- � Our platForm features the following advantages: ✓ Mobile-first design ✓ Easy-to-use member and client portal ✓ Real-time status and overviews web ✓ Streamlined integrations and workflows ✓ Secure access ✓ We have hundreds of health plan integrations nationwide � � � healthequity.com 8 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Lifestyle Spending Account (LSA) Personal ized Benefits for Healthier Living i� � � i� �� , � . ,� . � � : � Align your benefits to be more inclusive to employee needs through programs that invest in their overall wellness. Our LSA solution is an employer-funded, post-tax account that reimburses eligible expenses related to employee wellbeing—physical, emotional, social, and financial. Easily configure to your talent goals: ✓ Deliver personalized benefits ✓ Strengthen your benefits lineup ✓ Maximize employee satisfaction ✓ Attract and retain top talent Here are some common categories and expenses our clients adopt: � Fitness �� Wel Iness Add integrations for more member value We provide a variety of plan configurations and design solutions that integrate wellness programs into your existing benefits lineup. �� Simplifyyouradministration ' From initial rollout, to claims processing and reporting, a single integrated platform streamlines yourentire experience and provides total visibility into your program. � Customize for your current and future needs OEasily configure and customize across eligible expense lists, reimbursement amounts, claim forms, and other communication materials. Ov � Finances � Family support Learn more on our website 0 0 r 0 healthequity.com 9 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Fee Schedules healthequity.com 10 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Product Name Fee T pe Fee Description Wellness Admin Fee $0.70 PEPM Per Eligible Per Month Reimbursement Wellness Monthly $500.00 Reimbursement Minimum Implementation Implementation $0.00 Fee (waived) Fee healthequity.com Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 LSA Administration Fees LSA Employer Fees Fees subject to change with appropriate advance notice File conversion $150 per hour Employer services included with no additional fees: . Electronic communications • On-demand reporting . 24/7 access to employer web portal • Payroll reimbursement file Member services included with no additional fees: . Direct deposit • Direct pay to provider • Check reimbursement • Direct deposit reimbursement • Online member account statements • 24/7/365 call center and online chat healthequity.com 12 HealthEquity� We're Dedicated to the Health and Financial Securit of Ever �ne v v of Your Em lo ees av HealthEquity, ]nc. does notprovide legal,tax, financial ormedical advic�. Nothing In this communication is intended as legal, tax, financial or medical advice. Always consult a professional when making life-chang�ng decisions. Investments are subject to risk. Including the possible loss of the principal invested and ar� not FDIC Insured or guaranteed by HealthEquity. Be�ore making any investments, review thefund's prospectus, HealthEquity Advisors, LLC is a separate, wholly owned subsidiary of HealthEquity, Inc. Copyright Cc� 2023 HealthEquity, Inc. All rights resen+ed. healthequity.com Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Sample Lifestyle Spending Account Expenses: • App Membership (i.e., emotional, music, audio book, financial) • Identity Theft Services • Art Classes and Equipment/Materials (i.e., sewing machine, sewing materials, etc.) • Indoor/Outdoor Exercise Machines (i.e., elliptical, bike, treadmill, rower) • Athletic Apparel and Shoes (i.e., running, dance) • Martial Arts (i.e., kickboxing, karate) • Back-Up Child Care/Caregiving • Massage Services/Therapy • Books Meditation • Mindfulness Classes/Courses Botanical Gardens and Museum (i.e., membership, entry fees) • Mindful Eating Programs • Budget-Tracking Software • Apps Music - Streaming Music, Memberships, CDs, etc. (i.e., vinyl records) • Club Membership Music Classes and Instruments (i.e., guitars, guitar parts, etc.) • Cooking Classes • National Park Fees • Credit Counseling • Office Supplies (i.e., chair, desk, monitor) • Dance Classes • Other Fitness-Related Activities or Fees (i.e., swimming) • DNA Testing Services (i.e., 23andMe, Ancestry.com) • Outdoor Sporting-Related Expenses (i.e., equipment for fishing, skiing, kayaking) • Egg Freezing (non-medically necessary) • Personal Growth Coaching or Classes Energy Therapy (i.e., Reiki, Healing Touch) • Pet Adoption • Walking and Sitting Expenses • Estate Planning • Photography/Videography Lessons and Equipment (i.e., camera, camera lens, etc.) • Exercise/Sport Equipment (i.e., equipment for yoga, golf, cycling, soccer, tennis, baseball) • Physical Fitness Classes or Training (i.e., yoga, spinning, CrossFit, boot camps) • Experiential and Sporting Events (i.e., escape rooms, fishing trips, hiking guides, etc.) • Race Registration Fees (i.e., marathon, triathlon) • Family Planning (adoption fees in excess of employer benefit) • Self-Defense Classes • Financial Advisor and Planning Services • Social/Professional Membership Dues • Financial Seminars and Classes • Sperm Preservation (non-medically necessary) • Fitness Center, Club, Gym or Studio Membership • Stress Management Classes • Fitness Games for Game Consoles • Student Loan Repayment • Fitness Trackers (i.e., Fitbit, Apple Watch) • Tax Preparation/Software Fees • Gardening Tools Team • (Sport) League Dues • Hobbies (woodworking, crafting, etc.) • TSA Pre-Check/Global Entry • Home Meal Kit Delivery Services (i.e., Freshly) • Tutoring (employee only) • Health/Spa Membership or Services Weight ManagemenUNutritional Programs Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 From: Amy Coleman To: Benson, Charles Cc: Georae Ramin Date: Thursday, June 13, 2024 3:31:36 PM Attachments: image002.jpg imaae003.ioa image004.jpg Order Citv of Fort Worth HealthEauitv Proposal and Fee Review 2024-06-07.pdf HealthEquity Sample LSA Expenses.pdf CAUTION: This email originated from outside of the City of Fort Worth email system. Do not click any links or open attachments unless you recognize the sender and know the content is safe. Charles, Here is the pricing on the products which we currently administer and have attached the LSA proposal. Please let me know if you have any questions or want me to setup time for us to discuss. 3 year renewal HSA $0.00 FSA $2.15 (decrease from current $2.50) Activity Based COBRA • Admin fee $8.00 • General notice fee $3.00 • QE notice fee $8.00 • Monthly minimum $0 Please let us know if you have any questions. Thanks! Amy Coleman Sr. Director, Enterprise Accounts � Dallas, TX M: 469.571.8510 acolemanCc�healthequity.com www. Health Eauity.com Follow us: Twitter Facebook Linkedln 0 This is a confidential correspondence intended only for the recipient. Further distribution or dissemination is prohibited. Please delete if received in error. No part may be construed as tax or legal advice. Unless indicated otherwise, this email does not constitute a"writing" under E-SIGN/UETA, i.e., no contract or agreement is implied or intended. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 From: Benson, Charles <Charles.Benson@fortworthtexas.gov> Sent: Wednesday, June 5, 2024 1:57 PM To: Amy Coleman <acoleman@healthequity.com> Subject: [EXTERNAL] Omnia Contract 09-22 HSA, FSA, DCFSA and Other Lifestyle Accounts WARNING: External sender; verify links and attachments. If suspicious use the 'Report Phishing' button. Good afternoon Amy, I left you a voicemail and wanted to follow up with an email. I am reviewing the contract on Omnia to see if it will suit the needs of the City of Fort Worth. I did not see the pricing attached. Can you send me pricing for FSA, HSA, and Lifestyle Accounts in regards to Omnia contract 09-22? Time is of the essence as I am currently working on an RFP for these services to publish next week. Regards, Charles Benson Buyerll Purchasing Division City of Fort Worth, Texas 100 Fort Worth Trail Ft. Worth, TX 76102 Office Phone: 817-392-8063 Fax: 817-392-8440 Email: Charles.bensonC�fortworthtexas.gov Interested in doing business with us? Please visit https://fortworthtexas.bonfirehub.com/portal/?tab=login to register (for free) with the City in Bonfire. City of Fort Worth — Working together to build a strong community. u Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 EXHIBIT B - OP 09-22 Region X�V Education Service Center 1850 Highway 351 Abilene, TX 79601-4750 325-fi75-8600 FAX 325-675-8659 Thursday, December 154, 2022 HealthEquity, lnc. ATTN: Tyson Murdock 15 W Scenic Pointe Dri�e Draper, Utah 84020 Dear Tyson: Region XIV Education Service Center is happy to announce that HealthEquity, Inc. has been awarded an annua! contract for HSA, FSA, DCFSA and Other Lifestyle Financial Management Services on the proposal submitted to Region XIV ESC. The cor�tract is effective immedia#ely and will expire on No�ember 30th, 2025. The contract can then be renewed annually for an additional two years, if mutually agreed on by Region XIV ESC and HealthEquity, Inc. We loak farward to a long and successfui partnership underneath this cor�tract. If you ha�e any questions or concerns, feel free to contact me at 325-fi75-86�0. Sincerely, ��.�i ane Fields Region XIV, Exe�uti�e Director Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 �" --.. � F � ,. � 200� Heal�hEquity is t�orn � �., - _ � _�_=,_.:- _�.; :_� � , � ,,,�,,,:�;v:,� � •.i. .- �� IhE� �ii�.�:e5ti'nry. � � ir�.,�,mr?n;5� � In 4�tr2. r�e creau.l ¢ Sm�l: Wi•.iFa�y •�all2d HeaHl'.Eoii�.ly The mKs�or Sa�.s nza[ncaf'e �r Aine�i�a � i�� i4�a�(If1Cj fi�` w. — a reality � a i i �, i� � �ir..u�ic v nrr�� ..� � �� .1eT a' n� n rh � F� �� ry5.- �..,w_ 6. -� s. . re . Y F. eta��P;i��A.r=.��rTn=�lal:� .� '��• ; ihr�i T-._ 4. . ii i � . -,.,�i� . . ..,��; i .. . i, . ..r_�,vi�lav ... ��n : bCi��.ili::n1 � :Jillt t . u_;!y !nn i� i^.11llY u.iflY��U� .�._ , � ,. �"'"`"�wa,; i• ,/'-, � �'R� � _ f � 4 _ , .� — ► h _ � Education Service Center (ESC) Region 14, on behalf of The National Cooperative Purchasing Alliance (NCPA) 1850 State Highway 351, Abilene, Texas 79601-4750 P.O. Box 701273, Houston, Texas 77270 Phone: (325) 675-8600 Phone: (888) 543-6515 � Email: questions@ncpa.us / J Response to SOLICITATION NUMBER 38-22 Request for Proposal (RFP) for HSA, FSA, DCFSA and other Lifestyle Financial Management Services TECHNICAL Cory Good � Vice President of Public Sector Phone: (714) 612-5944 � Email: CGood@healthequity.com 15 West Scenic Pointe Drive, Draper, Utah 84020 � healthequity.com Due: November 17, 2022 until 2:00 PM CT Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Table of Content TitlePage ....................................................................................................................... Tableof Content ............................................................................................................. TransmittalLetter ........................................................................................................... ExecutiveSummary .......................................................................................... Tab 1 Master Agreement / Signature Form ................................................................. Tab 2 NCPA Administration Agreement ...................................................................... Tab 3 Vendor Questionnaire ....................................................................................... Tab4 Vendor Profile ................................................................................................... Tab 5 Products and Services / Scope ......................................................................... Tab 6 References (Confidential - uploaded separately via Bonfire portal) Tab 7 Pricing (Confidential - uploaded separately via Bonfire portal) Tab 8 Value Added Products and Services ................................................................ Tab 9 Required Documents: • Federal Funds Certifications ........................................................................... • Clean Air and Water Act & Debarment Notice ................................................ • Contractors Requirements .............................................................................. • Required Clauses for Federal Assistance by FTA .......................................... • Federal Required Signatures .......................................................................... • Antitrust Certification Statements Texas Government Code § 2155.005....... • State Notice Addendum .................................................................................. .... 1 .... 2 .... 3 .... 4 .... 6 .. 16 .. 19 .. 23 .. 30 44 50 55 56 57 58 59 60 Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 2 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 �--I��tf��ul��, i�,�.�ex��ornin�ear. I w�a55,��r�rxr I „�rr��a�ki�ry,i�� r.�ar�� ,�i a�.=:� , � �c�.:..�r,-as � �-�s:_-�-0t��: �-,�f- ld,�l&r'�422 E�LC3IrOf1 S�fV;� C�n#�r fES�� Re�aon 13 � 85C S�at� �ligJ�way 3�i .�bi�rrs �exas 7�0��-�754 Dn SeE�alf Df� N3�ion�k �aaper�#iue Ps�rchasin� AlJfar,�e ��iCP:�:� P.�. E�o�c7Gi=73 Haus�on, Texas 77�'7� ��:estior.M��Gut;.��u Re: Response #o Solic;ta��on Nf�mber 3�-'�� F�eri�n 1d =d�ca[i�n �esvic� Gant�r t�S4;+ on beha[f of The �lationai �a�per�kiw� P�rcl�asirtq .�II�a�4� i�JC�,�'i RF� FoF �-ISA FS�, C�'.�F�.� and akher Life�k��la Finar�cial h;l�nage��e?�t S�nriees �e�r Region �� 'f�+e a�� pleaue� ta p±�esent our p�a�uct s�rYic� �luti�ns. HealChEquity �rters 3 q;��iT�+-dE�+en s�ra�ic� axper�ence s�rpp,arte� b�+ a��vr�'�'" culture �nd ��:nmrtrr�eni ta d�live�ng r�r►��r,ksb�e se+v;�e to o�r cli�n's a�d naerra�ers. ,4s ��-�tap �.ansurn�r d�re�[ed berrefits �rowider, wa e�riRower clier�t3 a�rd pra�ra�i rnem�ers with a un:q�� se��ice nxo�el: ■ #M1es�ib� S�r,�ice —'Ne oifer 24fT nie�iber ��port c�nil�ired w�th �mail a�� chat se�icir_g �ptians for F-r�A, F�n :iR� and �on�m�ter adrrir-is:�at��r� ses��i�es. �ur CO6R� s�r,+ice ��ar�� is as+�i�a�ie �_�]� a.rrs_ — 8:�a p.m_. Nlon�ay — Friday. ■ �ur �a�rail N�t Proma��r Scare fo� rr5e�il�er Marwic�s is ��, �garded t�s �ExcslJeRt° ar�b the highest in a�t �nd� :tr�. Nf� p:.ish rrrna�rati�n for�avd u��ith �ata-�nver e�perierrces and �nxegrat�d sol�tior.� expertly kairore� to �xn;que L•t�:ine:.: neea :. ; hs rner�rl�er ws�J3ft� �11��fBS ��5}' T� +3C�E�S CI�I'll POff119 �Fl� �'I�'f: �4�1�: �� cur�r�t 4nd p�st accour�; staten�errts_ Additio��lly p�tential and cu�re�t participa�ts will hav? full actiess ta a wiva YBfI��}' Of ��U�3114R3f CGOI.: �� elp t�r�m n�ak� d�c�siana, incl��'ing zlecti¢R cal�u��t�� and e�i�;��ie exp�re:,�s IisEti Tysar.- MurGo�F.. �'hieiF�r�arreial �ffieet is the person au�ori�ed to laiRd th� o�erto �#�e c4r�tr��t�nd SI`�4J�� f1�C�l'�+E 3I� fi�{1CF3� f16kIC�ti carrcarn�ng th�fs �ohci�ati�n. F'reasa :�nd a41 �€�ciai n�t�ces to: �5'�'est Stieni� Pain?e C�,��'E. �raG�f. IJtar, 84C2C. Ca�,+ �nod �_�ice Pressderi, Public S�ctar, will Ge yvur pTtn�ar� Qa�ntof contaetfor a�y �uest�an: y+�u n3ay F�ave �e�a€di€�� th�s Gr�posal. His Ghan� :�um�er is f71�'i 6i�+_594.#. Cocy is L31sc �ua�la�l� wia email:��=�o•�•,�i�L�lk�:c��'.-�, con= V4's loo� f�rwaed ta es�abfisk�ir�€} a wa�ki�g iek�##o�stri�. S�r�cefe ly� f-- I I:�f. iSi��i. i ��i I. T�}s�n AA�r�a�.Sc Ch>e# Finan�ial �fFi�er Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 3 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Executive Summary HealthEquity was established in 2002, focused on transforming the healthcare industry by empowering employers and individuals with tools to manage healthcare costs, emphasize greater transparency, and realize savings opportunities. Today we focus on providing healthcare financial accounts to employers, health plans and participants. Our clients range in size from small employers to the largest public and private employers in the country. We empower employees to save money on taxes, while creating corporate tax advantages for our clients. Our service products include pre-tax spending accounts, such as Health Savings Accounts (HSAs), health and dependent care Flexible Spending Accounts (FSAs), Health Reimbursement Arrangements (HRAs), as well as Commuter transit and parking programs, Wellness programs, COBRA, Direct Billing, etc. We recognize the importance of consumer-directed benefits (CDBs), and strive to emphasize our focus to deliver remarkable service. Our commitment to be Remarkable Togetherdrives us to provide services above and beyond what others expect. Headquartered in Draper, Utah, our nationwide workforce serves in major locations throughout the United States. Technology is critical to making account-based programs easy to use. We typically invest between 10% and 12% of annual revenue on innovative enhancements. When employers centralize their benefits on our integrated platforms, complexities are conveniently mitigated through a single provider. HealthEquity simplifies administration for our clients through a unified platform and strengthened data security and privacy protections across all offerings. We safeguard data with fewer handoffs to avoid confusion for employees and client administrators. We protect data through industry-leading security protocols and maintain a comprehensive information security program approved by executive-level management. Based on the Center for Internet Security (CIS) Top 20, we provide continuity for all systems on fully redundant systems with minimal downtime. We perform continuous vulnerability scanning and maintain state-of-the-art data loss prevention tools. We ensure data encryption at rest and in flight and utilize multi-factor login for all customers and employees. We undergo an annual SSAE Type II audit, are PCI compliant, and adhere to all federal government requirements for vendors. Our service personnel have many years of experience in the employee benefits industry. They are skilled in working with mid-size and large accounts with unique requirements. Our service delivery teams provide direct account support for client human resources management (and any designated broker partners), including the resolution of routine inquiries, escalations and general project management. Our team members serve as trusted advisors, plan managers, and subject-area experts, who can be relied on for accurate and valuable information on program administration. Our focus is to provide the best possible participant and client experience. Over the years, we have pioneered several technologies that are now industry standards, and while we are recognized for our leading-edge technology, our customer-first philosophy ensures that every product is backed by world-class support and service. We are committed to conducting our business affairs with integrity, transparency and in full compliance with all applicable laws and regulations. Our approach combines knowledgeable and experienced staff with the latest technology and communications best practices. We provide extensive reporting and query capabilities, as well as extensive, automated, back-end processing to enable smooth, low-maintenance administration. Our philosophy since inception is to develop our core functionalities internally and offer best-of-breed solutions. By choosing to build, maintain and continually enhance our core platforms, we are able to manage several areas of benefits administration effectively for our clients: • Quick updates to content or participant tools; • Responsiveness to regulatory changes or deployment of new processes or tools for our service teams that increase quality or efficiency; • Providing end to end visibility to program data for clients and program members Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 4 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 HealthEquity eases administrative hassles and gives program members the latest, most intuitive tools. The following advantages differentiate us from competitors: Remarkab/e Service. Our onshore Member Service Specialists are available every hour of every day via toll free telephone, with the tools and expertise needed to deliver highly relevant educational content and remarkable service. With an average speed of answer under 30 seconds and world class customer satisfaction ratings, we help members get the answers they need quickly, cut through the complexity of benefit accounts, and get back to life's most meaningful aspects. • Deeply integrated experiences. HealthEquity's proprietary platform allows for complete and automated management of CDB account program management. Our integrations with health plans, benefits administrators and payroll providers automate enrollment and contribution management. We simplify claim payment and substantiation and allow seamless access to expanded tools so members can make better decisions and manage healthcare expenses faster with less hassle. • Insightfu/ engagement and education. HealthEquity's Engage360 tools provide benefit leaders with the insights, confidence and support to maximize pre-tax healthcare spending. Member Service Specialists have access to our Service Site, a proprietary web-based application, which provides real-time, client-specific program information and participant account data. All telephone discussions are systematically documented and tracked in each participant record. Our service agents are able to review prior CRM history on subsequent calls. Note history is kept indefinitely. Our workflow tool queues participant inquiries, including calls, faxes, documents, and customer and client inquiries. Member Service partners with Service Delivery teams to ensure that our communication strategy is linked with what is happening internally, and at the client level. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 5 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 TAB 1 MASTER AGREEMENT - GENERAL TERMS AND CONDITIONS Customer Support The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request. Disclosures Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. Renewal of Contract Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to two (2) additional one-year terms or any combination of time equally not more than 2 years if agreed to by Region 14 ESC and the vendor. Funding Out Clause Any/all contracts exceeding one (1) year shall include a standard "funding out" clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity's current revenue only, provided the contract contains either or both of the following provisions: Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. Shipments (if applicable) The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. Tax Exempt Status Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Payments The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor. Adding Authorized Distributors/Dealers Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized. Purchase orders and payment can only be made to awarded vendor or distributors/ business partners/resellers previously approved by NCPA. Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder. All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA. Pricing All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor's responsibility to keep all pricing up to date and on file with NCPA. All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing Warranty Proposal should address the following warranty information: • Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts • Life expectancy of equipment under normal use • Detailed information as to proposed return policy on all equipment Products: Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects Construction: Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided. Safety Vendors performing services shall comply with occupational safety and health rules and regulations. Also all vendors and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Permits Since this is a national contract, knowing the permit laws in each state is the sole responsibility of the vendor. Indemnity The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract. Franchise Tax The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes. Supplemental Agreements 1. Any Order placed under this Master Agreement shall consist of the following documents: a) A Participating Agency Supplemental Agreement, if any; b) Master Agreement Terms and Conditions; c) A Purchase Order issued against the Master Agreement; d) The Scope of Work; e) The RFP; and f) Contractor's Proposal. 2. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly mutually aqreed to between Vendor and �^^�^+��' "�� the Participating Agency and must be in writing and attached or referenced in the executed Purchase Order._ Notwithstandinq anythinq contained to the contrary herein, Vendor shall have no obliqation to enter into either a Supplemental Aqreement or this Master Aqreement — General Terms and Conditions with a Participatinq Aqencv, which decision shall be at Vendor's sole discretion. The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. The HealthEquitv Master Services Aqreement, accessed at: https://resources.healthequity.com/Documents/Employer/General Terms and Conditions All Accounts.qdf, shall be part of the Suqplemental Aqreement, which will be the qrimary aqreement between HealthEquitv and the Participatinq Aaencv. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Certificates of Insurance Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. Legal Obligations It is the RespondenYs responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. Protest A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following: • Name, address and telephone number of protester � Original signature of protester or its representative • Identification of the solicitation by RFP number • Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested Any protest review and action shall be considered final with no further formalities being considered. Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemic; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty Prevailing Wage It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. Termination Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. Open Records Policy Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 PROCESS Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document. Contract Administration The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC. Contract Term The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to two (2) additional one-year terms or any combination of time equally not more than 2 years. It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract. Contract Waiver Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. Price Increases Should it become necessary, price increase requests may be submitted at any point during the term of the contract by written amendment. Included with the request must be documentation and/or formal cost justification for these changes. Requests will be formally reviewed, and if justified, the amendment will be approved. Products and Services Additions New Products and/or Services may be added to the resulting contract at any time during the term by written amendment, to the extent that those products and/or services are within the scope of this RFP. Competitive Range It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Deviations and Exceptions Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor's complete line of products and/or services, when possible. Estimated Quantities While no minimum volume is guaranteed, the estimated (but not limited to) annual volume for Products and Services purchased under the proposed Master Agreement is $70 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. Evaluation Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance. Formation of Contract A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. Contract award letter issued by Region 14 ESC is the counter-signature document establishing acceptance of the contract. NCPA Administrative Agreement The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort. Clarifications/Discussions Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent's whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondenYs are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents' proposals or prices. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Multiple Awards Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies. Past Performance Past performance is relevant information regarding a vendor's actions under previously awarded contracts; including the administrative aspects of performance; the vendor's history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the vendor's businesslike concern for the interests of the customer. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 EVALUATION CRITERIA Pricing (40 points) Electronic Price Lists • Products, Services, Warranties, etc. price list • Prices listed will be used to establish both the extent of a vendor's product lines, services, warranties, etc. available from a particular bidder and the pricing per item. Ability to Provide and Perform the Required Services for the Contract (25 points) • Product Delivery within participating entities specified parameters • Number of line items delivered complete within the normal delivery time as a percentage of line items ordered. • Vendor's ability to perform towards above requirements and desired specifications. • Past Cooperative Program Performance � Quantity of line items available that are commonly purchased by the entity. � Quality of line items available compared to normal participating entity standards. References and Experience (20 points) • A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years • Respondent Reputation in marketplace • Past Experience working with public sector. • Exhibited understanding of cooperative purchasing Value Added Products/Services Description, (8 points) • Additional Products/Services related to the scope of RFP • Marketing and Training • Minority and Women Business Enterprise (MWBE) and (HUB) Participation Customer Service Technology for Supporting the Program (7 points) • Electronic on-line catalog, order entry use by and suitability for the entity's needs • Quality of vendor's on-line resources for NCPA members. • Specifications and features offered by respondent's products and/or services Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 SIGNATURE FORM The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days HealthEquity, Inc. Company Name 15 W. Scenic Pointe Dr. Address Draper UT 84020 City State Zip N/A Telephone Number N/A Fax Number N/A Email Address Tyson Murdock Printed Name EVP and CFO Position DocuSigned by: � 7BBCO2B307BE412... Authorized Signature Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 TAB 2 NCPA ADMINISTRATION AGREEMENT This Administration Agreement is made as of December 1, 2022 , by and between National Cooperative Purchasing Alliance ("NCPA") and HealthEquitv, Inc. ("Vendor"). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated December 1, 2022 , referenced as Contract Number 09-22 , by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the "Master AgreemenY'), for the purchase of HSA, FSA, DCFSA and other Lifestyle Financial Management Services; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as "public agency" or collectively, "public agencies") may purchase products and services at the prices indicated in the Master Agreement, subject to such public aqency enterinq into a Supplemental Aqreement with Vendor; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies; WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: General Terms and Conditions The Master Agreement, attached hereto as Exhibit 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Administration Agreement except as expressly changed or modified by this Administration Agreement. NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Administration Agreement including, but not limited to, Contractor's obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 • Contractor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. • NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Contractor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. • With respect to any purchases made by Region 14 ESC or any Participating Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re- marketer, representative, partner, or agent of any type of Contractor, Region 14 ESC, or such Participating Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region 14 ESC, any Participating Agency or any employee of Region 14 ESC or Participating Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Participating Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Participating Agency, or any employee of Region 14 ESC or Participating Agency under this Administration Agreement or the Master Agreement. � With respect to any supplemental agreement entered into between a Participating Agency and Contractor pursuant to the Master Agreement, NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. • Except as otherwise expressly set forth herein, �this Administration Agreement supersedes any and all other agreements, either oral or in writing, between the "�"� Vendor and NCPA #er��with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Administrative Agreement which is not contained herein shall be valid or binding. • Contractor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement, subiect to vendor's prior review and approval not to be unreasonable withheld. Reauests for apqroval shall be sent to Adam Black at adblack(c�healthequity.com, or as otherwise directed. Any use of NCPA name and logo or any form of publicity regarding this Administration Agreement or the Master Agreement by Contractor must have prior approval from NCPA. • If any action at law or in equity is brought to enforce or interpret the provisions of this Administration Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which such party may be entitled. � Neither this Administration Agreement nor any rights or obligations hereunder shall be assignable by Contractor without prior written consent of NCPA, provided, however, that the Contractor may, without such written consent, assign this Administration Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Administration Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Administration Agreement. • This Administration Agreement and NCPA's rights and obligations hereunder may be assigned at NCPA's sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA's obligations hereunder. Term of Agreement This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 however, that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive for two (2) vears after the expiration of the term of this Agreement. Fees and Reporting The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all sales under the contract for the previous quarter. Reports are due on the fifteenth (15th) day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below: Entity Name Zip Code State PO or Job # Sale Amount Total Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor's annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides. Annual Sales Through Contract 0 - $30,000,000 $30,000,001 - $50,000,000 $50,000,001+ Administrative Fee 2% 1.5% 1% Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an under reporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment. In the event such fees are underreported bv more than 2%, the underpavment shall be paid together with interest on such amount and Vendor shall be obligated to reimburse NCPA's costs and expenses for such audit. Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 ACKNOWLEDGMENT OF CONTRACTOR REQUIREMENTS National Cooperative Purchasing Alliance Organization Matthew Mackel Name Director, Business Development Title PO Box 701273 Address Health Equity, Inc. Vendor Name Tyson Murdock Name EVP and CFO Title 15 W. Scenic Pointe Dr. Address Houston, TX 77270 Address �/a, �� • . December 1, 2022 Date Draper, UT 84020 Address DocuSigned by: �/ I Zjj.�CO263pIBE412... y� ��r«iic O1/05/2023 Date Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Tab 3 Vendor Questionnaire ��ase �ro�+i�l� �sp�an��s t� �,e follawin�j �ur�sti�r,s tha� adtlress ]r�ur �in�an�s �p�eF�tr��s, �r�aFli��tifl�, stru�ture, ar,d �r��esse� fr�r prowidin� p:o�ucta an+� servi�es. L��a#ions C�ver$� • €ii��r rnust indit-�t� �n}� �nd aLl loc�tr�ns wher� prb�u�ts en�f servi�s �ar, be �ered. ■ �I��s� i�[lita�e #he #ric:� aa-�1Y��i�r�! F�� e�ch I�cBkp+�n af it vari�s_ ❑ AI� �4 �takes � �iat�iGt of �alufnbia (��Set�~�nt� tf,�� h-ox is er��aa L� �h�eckir,g all baxes �e1�4vM � F"liabarn� � �,34� � F"kr;�ana � �TRc3f1S�35 � �aliforn�a � �c lor3�� :an�a�tic;.:� �I}�lawar� I_ � � �.�_ [� FlorE�a [� �eorgia ❑ Hawaii ! [� I�aho [,� Iliir��.�is [� In�isna � � �Y.'3 ! 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T�rTitnries sr�� uflying ,4raa� f�ei�.tin� #h� bax is eq�aa bo ��ki�� all �ox�s ��low� I ❑ �I�ne�ican �c�m� ❑ N�rtJ�eFn hAarin� is4�r�d . . ❑ F�4�raEed �ta4�s �+ Ma�ran�s ❑ Puert� F�ac� ❑ �uarr� ❑ iJ.�. �lir�in �slan�[is ❑ fillidvr�y Js�anc:s ; I Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 19 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 ❑ All Canada Pro�rfr�ces a�ed Terri�cri�s {S�Eecli�y l#ii� b�x is �q�a� t� checici�g aGl b�xe� b�lowJ ❑ A�beria ❑ Prir�oe Edw�rtl Is4and ❑ British ��lumbka � ❑ Quebec ❑ ��la�riio�a ❑ �as�Catch2+nre n ❑ New �run��rick ❑ hlewr�undland ��nc; L��.�r��rrr ❑ �lova sc.ori� ❑ onta�o ❑ Norihv�resF Terr�lories ❑ N�r��vui ❑ Yu�ior� IF �w�rded a h1lasl�r �t�ree€nent, w�ll ya�f r�o�rrpany ex�et�d i#�e lefms a�e�ed i�r yo�,r P��Osal #o �ubii� a�encies ir� Caoya�d"� li r�a or m�y�, �9e�se exp��iri. ❑ '�e� ❑ Nlaybe r� No If a�rraroe� a Nlaster Agreerner�t, will yo�r cc�m�ar�y exterid El�e te�rrs �f%recc i� your F��a�a�sai ta �iIY3C$ S$L:t�f CUSi�fTlEF3% [� Yes ❑ l4laybe ❑ No i4hir��rity ar�d 1Nofn2n Susir�ess Ent�rprise {IYfY�dSE� and �WUB} Rarti�fpatfon It is ih�e �o�icy oi so,x�e er�litaes paRie.i��t�r�g in NC�A to i�vo��e rn�i7orit}+ a�d wcsrnen busaness ��terp�ises;hhVti+�}E) and historic-ally �nc€erutiG�ed b�sir�ess�s (HI�E} ir� ihe �ur�h�se of goods an� servi�s. �tes��ndents sE�a11 ar��E�cate i�ejow whe[I��r nF nol kli�y are ar� hh+W6E cr HU� c�r�ified _ ❑ Mir�o[��yr�Vomer� Busit�ess �rr#erpr,se ❑ Flistoric�Hu f�r:c�erut�l�zeti B�,�irr�ss Resp�ndenl �.ertifE�s rha! lhis frm �espontient �erlifies tha! i�is �rrr� is a ;� NiirsoFily � 1�1+omer� Bu�kr�ess �nter}ira�e F-Eisiorically Ur7d�ruG9i�e� �usaness �m�l� Bus�ness, 141V4r�E and HUB G�-owth If Pro�oser i� a Larg�, Nalaana� or Mulli��atiar�� Orga��t�on�C�rp�xralion, w�ai �r�grams a�e in p�ace ��ai �artners ar su��a�{s t�e growth o! smafl ar�d MYti+EB a�d HUB br�sirMess7 If yes, ��ease �e�cribe ❑ 1UTA, we a�e a f'ec�nized sm�CC. h+1WE� �ar HU� organizaGor� ❑ hio, w� do n�t have ar�Y �,rograms Gn �i�oe, � Y�s. we have �sr:�qrams ir� �lac.�. We appreciate the importance of programs that support the growth of small and MWBE businesses. We support and encourage inclusion by creating positive partnerships where we can when it comes to procurement opportunities. In support of that appreciation, HealthEquity has an Operations Partner Diversity Program, and a Purchasing Policy, both of which confirm that HealthEquity is committed to providing partnership opportunities to qualified US based diverse operations partners, including certified small business enterprises and MWBE. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 20 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Rest��ncy Respantling �o,�xpartiy�s prinr;E�al prace �F L�usin�ss Fs ir� li�e cdly af �"�ra,per srate oi ---- ��_�.� . Felar�y Ca�viatfon NoNce Pl�ase C�eck Appflc�b€� Box {f� lhe 3�' D�x i� ch�ck�d, a d�taiEed �xpla��ii�n of ihe t��e� 2rrti canw�clio�s must be atiack�ed]. � A�ublicly �e�d ��pofa#eor�, tt��f�r�. ihis �e�rtirsg requ�r��n�r�i i� n�l ��aEi�ab��_ ❑ fs tto� o�.�ned or a�efa�ed by ��7yon� w#�o h�s he�n �onvicled oi a FeEony- ❑ ks owrred cr o�Vrated by the foGl�wing ind�vidusF(sj who ��as�t�a�� been conv�c#ed af a fe9o��}� i?istriD�G��t C15ar�r��l VVhiC#� be5t �esCrFbes youC Com�2�y'S �o&i#[�n in the drSC�i�ution C#]2�ne�: ❑ ��ar��faciure� �ir�l ❑ �erlifred ��,cat�ort�gaysr�me�ri r�se�ler ❑ A��ihurF�ed �ist��t+�r ❑ h�a��faciure� mar�C�k�ng ik�ro�,�h resefEer ❑ V�iue-�dded re5e�let [1� OCheF, Third Party Adm��si.rator af Errtip�ayes �eneFlts Prac��irog �ont��# In��rmatfon Conta�t PersorG �ory �ood T�[�e 1�Fce Pr�s��ent af P��lic �ec�ar Company HealthE�t�ity.lnc_ Ad�r�ss C3tyfSlater7�p �i 5 4V �c�r�i� �rr�te ari�r� Ekap�r, Ut�h 84�3�� Pfr�ne (714) �1�-;�9A-d Emai� ��oo��heaf�heq�ity_e�fn Priting Ir�forrrtiati�� In addilion [o l#�e [:�rren[ typ�cal ur�rt prFctn� furr�is�e� hereir7. t�e Ve�dor a�rees [o offeral� fu�u�e pradUct intro��,cii�ns at pric�s th�al a�e proporti�nake to C.�ntract Pracir�g. li ar�swe� is n�� atlach a slate�n�rrt d�t�ilirrg how �ricrng f�r NGPA particEpants wo�ld be ca��,�aied for f�,laa�� r�du�l rntrod�ct;ons. � 'fes ❑ Na Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 21 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Priciny submitled includes the reyuired NCPA adilUnistrative fee. The NCPA fea �s calculated based on the invoice price to th� cuslomer. � Yes ❑ No Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 22 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Tab 4 Vendor Profile Please provide the following information about your company: • Company's official registered name. HealthEquity, Inc. • Brief history of your company, including the year it was established. In 2002 HealthEquity was established to transform the healthcare industry by empowering employers and individuals with tools to help manage healthcare costs, emphasize greater cost transparency, and realize savings opportunities. We reimagined what employee benefits could be and became an innovator in providing technology-enabled services that empower consumers to make healthcare saving and spending decisions. Today we offer total benefits solutions to 120,000 clients nationwide, with our services impacting 1/7 of the American workforce. • Company's Dun 8� Bradstreet (D&B) number. The HealthEquity, Inc. D&B number is 79 350 6390. • Company's organizational chart of those individuals that would be involved in the contract. The proposed organizational structure for the HealthEquity team is illustrated below. Y��r HealthEquity �cc�unt team ::,::,:. _ _ .,.,,{,�:::,k.-= .-_,,,...,._;: -;:�� ---- - ��- - - - •i: = 3�' `��Sh3�°-� - ��`` - - �a�a Ope�ati�ns • Corporate office location. o List the number of sales and services offices for states being bid in solicitation. HealthEquity is headquartered in Draper, Utah and maintains an operations center in Irving, Texas. Additionally, we maintain a remote workforce nationwide with remote employee concentrations in the Salt Lake City, Utah; San Francisco, California; Louisville, Kentucky; Minnesota, Twin Cities; Dallas, Texas; Seattle, Washington; and Phoenix, Arizona markets. The HealthEquity data centers are located with Rackspace, in Kansas City, MO (primary) and San Jose, CA (Hot-Site). Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 23 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 o List the names of key contacts at each with title, address, phone and e-mail address. HealthEquity is committed to service excellence for our clients and their employees. To ensure client satisfaction, we designate professional account management personnel to assist the day-to-day needs of each client; our experienced service team looks forward to our partnership with the NCPA and maintaining responsibility for all activities involved with the management and administration of each client's programs. Key individuals will have full responsibility for, and ownership of, the client experience. Below is an account management team for our administration services Executive Sponsor Cory Good, Vice President of Public Sector Sales, will be the Executive Sponsor through the contracting and implementation phase. Cory will assure that implementation, account management, and operational teams are fully apprised of the commitments made during the sales cycle. He will be the primary point of contact for any questions regarding this proposal. Cory Good, Vice President of Public Sector Phone: (714) 612-5944 Email: CGood a(�.healtheauitv.com 15 W Scenic Pointe Drive Draper, Utah 84020 Partner Relationship Manaqer The Partner Relationship Manager (PRM) is responsible for the ongoing management of NCPA's partnership with HealthEquity. This includes engagement and program development opportunities in collaborative discussions. Service Delivery Manaqer The designated Service Delivery Manager (SDM) will maintain responsibility for all activities involved with account management and service. The SDM will serve as trusted advisor, plan manager, and subject-area expert, who can be relied on for accurate and valuable information regarding program administration. They also engage in other account administration duties, such as enrollment and group maintenance activities. Implementations Manauer The Implementation Manager (IM) is responsible for the strategic organization and tactical tasks related to implementing new clients with HealthEquity's solution. The IM will work closely with the ClienYs staff inember(s) responsible for implementing the suite of HealthEquity products and services selected, utilizing a customized project plan and communication schedule that fits the client's needs. The IM will coordinate internal and external cross functional teams and meetings to keep the project moving forward and on point. • Define your standard terms of payment. Administrative Fees: Our standard payment terms are 30 calendar days from the date of the invoice. For administrative convenience, clients can direct HealthEquity to ACH debit both administrative fees and weekly funding, as applicable. Account funding/payment options for our administration services are: Health Savinps Account (HSA) Fundinp Methods available to fund member HSAs include wire or ACH credit. We can also accept direct deposit ACH (PPD), and ACH debit via the employer website and checks. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 24 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Flexible Spendinp Account (FSA) Fundinp -HCRA and DCRA HealthEquity offers the following funding options: • Weekly replenishments (with debit card): Requires maintaining a 15% prefund amount. • Pay as you go (not available for debit card): Does not require a prefund amount; rather, daily claim invoices are sent when claims are payable followed by HealthEquity auto debiting the designated account two days later. • Daily: When there is a claim payable, the client will receive notice the following day of an auto-debit that will occur in two days for claims on the previous day. 3% prefund is required. • Payroll funding — Dependent Care account only Fund the account as deposits are withheld from payroll Commuter Benefits Fundinp options • ACH debit or credit • Wire COBRA (Participant premium pavment options) • Check • Electronic payment by phone or website. • Automatic bank draft from designated checking/savings account (one time or recurring) Direct Bill (participant premium pavment options) • Check • Electronic payment by phone or website. • Automatic bank draft from designated checking/savings account (one time or recurring) Lifestvle Administration For payroll reimbursement — Funding is not needed. For check/direct deposit reimbursement — Funding is daily via ACH debit. Health Reimbursements (HRA) Administration HealthEquity offers the following funding options: • Weekly replenishments (with debit card): Requires maintaining a 15% prefund amount. • Pay as you go (not available for debit card): Does not require a prefund amount; rather, daily claim invoices are sent when claims are payable followed by HealthEquity auto debiting the designated account two days later. • Daily: When there is a claim payable, the client will receive notice the following day of an auto-debit that will occur in two days for claims on the previous day. 3% prefund is required. • Fully Funded: HealthEquity will invoice the client for the total annual plan liability at the beginning of the plan year. • Deposit Based Funded: HQY will invoice you as deposits are added to the members Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 25 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 • Who is your competition in the marketplace? Depending on the services provided, there are various Third Party Administrators we consider our competition. • Provide the revenue that your organization anticipates each year for the first three (3) years of this agreement. $ in year one $ in year two $ in yearthree • What differentiates your company from competitors? The HealthEquity commitment to be Remarkable Togetherdrives us to provide services above and beyond what others expect. Founded on a commitment to connect health and wealth, our strengths focus on helping millions of American families save for medical expenses both now and in retirement. Because the very core of our business revolves around tax advantaged account administration as our sole market position, it is important to note that we are neither a bank, nor a health plan. Rather, we have no other business other than consumer directed account administration, which means what we do must be differentiated for us to thrive as an organization. Headquartered in Draper, Utah, our nationwide workforce serves in major locations throughout the United States. Technology is critical to making account-based programs easy to use. We typically invest between 10% and 12% of annual revenue on innovative enhancements. When employers centralize their benefits on our integrated platforms, complexities are conveniently mitigated through a single provider. HealthEquity offers a quality-driven customer experience through a purple culture of exceptional service. We empower members with innovative and intuitive tools including: Remarkable Service. Our member services team is available every hour of every day by phone or chat, with the tools and expertise needed to deliver highly relevant educational content and remarkable service. COBRA customerservice. Available 12 hours a day, with real-time access via website and IVR. With an average speed of answer under 30 seconds and world class customer satisfaction ratings, we help members get the answers they need quickly, cut through the complexity of benefit accounts, and get back to life's most meaningful aspects. • What is your reach in the market, or market share? The continued rapid escalation of health and transportation costs in recent years has led most employers to re-evaluate the role of consumer-directed programs in their benefits strategies. HealthEquity is the leader in health savings accounts (HSAs) and consumer-directed benefits administration, serving more than 14 million accounts in partnership with employers, benefits advisors, and health and retirement plan providers We are ranked #1 in market share in Devenir, Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 26 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 an independent investment advisor and consultant. Devenir has surveyed the HSA market and regularly reported on HSA market statistics and trends for more than a decade. At the close of its fiscal second quarter ended July 31, 2022, HealthEquity reported 7.5 million HSAs, and $20.5 billion in HSA assets, up 26% and 33% in just the past year. According to Devenir, HealthEquity has outperformed HSA market growth in every year since 2011. We are the industry leader in both HSA assets and accounts. We provide services to a variety of marketing segments, including larger employers (5,000 or more lives), public and private sectors, consultants for employer, midmarket clients and alternate distribution channels such as third-party administrators, carriers, and HR outsource administrators. From a Public Sector perspective, HealthEquity has over 950 customers including 85 cities, 70 counties, and 130 school districts that have HSAs. We have 195 cites, 170 counties, and 300 school districts that partner with HealthEquity for FSAs. • Describe how your company will market this contract if awarded. If awarded this NCPA contract, our entire Public Sector go-to-market strategy will change. Up to this point, HealthEquity's Public Sector strategy has been very reactive, basically responding to RFPs. If awarded to NCPA's cooperative, we will shift our strategy to be much more proactive. Our VP of Public Sector (Cory Good) has used Cooperative Procurement Vehicles in the past and has a track record of shifting over'/z of the business volume to cooperative procurement vs RFP. He will lead our strategy and pursuits of our outbound marketing activities. Our marketing activities will include leveraging our inside sales organization to market and outbound appointment set to organizations that are: former customers, prospects that are coming up on end of contract, customers that have opportunities to expand our offerings, large, targeted prospects, and NCPA member organizations. In addition to our internal marketing activities, we would leverage our extensive partner network of over 160 partners including the majority of the Blue Cross Blue Shields. Our partner network is also a differentiator for HealthEquity as we have the largest partner network in the industry. Once securing the Cooperative with NCPA, we would begin educating our partner network on what NCPA is and how they should begin leveraging cooperative procurement education into every meeting. We would encourage them to start their conversations with their existing customers to get them comfortable having the NCPA conversation. • Describe how you intend to introduce NCPA to your company. The process of introducing NCPA and the concept of Cooperative Procurement Vehicles has already begun. This education process has been months in the making and includes all levels of HealthEquity including executive leadership, operations, legal, sales, marketing, and channel sales. HealthEquity is new to the concept of Cooperative Procurement but is very open and excited to leverage its power as it is now becoming aware of the power and potential. Cory Good, VP of Public Sector has extensive experience with Cooperative Procurement Vehicles and has been educating HealthEquity on how to shift it's go-to-market strategy. HealthEquity is very excited about NCPA and what is in store with this partnership. • Describe your firm's capabilities and functionality of your on-line catalog / ordering website. The HealthEquity Commuter website provides employees with up-to-date information regarding their available account balance and the status of all claims and payments processed. The site also provides member the ability to: • Access claim forms • Access lists of eligible expenses • Print or download on-demand statement of activity • Request additional or replacement debit card(s) • Manage their profile including setting up direct deposit • Select communication preferences such as email and text • Order commuter benefits on a one-time or recurring frequency • View pending orders and order history • Chat online with member service specialists Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 27 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 • Describe your company's Customer Service Department (hours of operation, number of service centers, etc.) Reimbursement account members are provided with toll-free support 24 hours a day, seven days a week. Additionally, members can access our expanded chat options and interactive voice response (IVR) system for immediate support and convenient access to account information. COBRA and Direct Bill participants are provided with toll-free access 12 hours per day, Monday through Friday (excluding holidays) from 8:00 a.m. to 8:00 p.m. Eastern Time. Additionally, participants can access our interactive voice response (IVR) system for real-time information and convenient access to account information. Our member services representatives are fully trained to support member inquiries related to all the services HealthEquity provides. This team is equipped with full access to specific plan information, allowing representatives to view meaningful details, answer questions, and help resolve issues. All calls are recorded, and a sampling of recordings are screened to ensure quality, accuracy and professionalism. • Green Initiatives (if applicable) o As our business grows, we want to make sure we minimize our impact on the Earth's climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing and much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative. Climate change poses a significant risk for the national and global economy. HealthEquity recognizes this reality and — though environmental factors are not core to our corporate success — we are committed to maximizing the influence we do have to be part of the solution. The Purple approach to environmental risk is a holistic one, encompassing both commercial solutions to climate change and internal initiatives to become a better corporate citizen. Some of HealthEquity's green efforts include: • HealthEquity Commuter services play a meaningful role in reducing greenhouse gas emissions by supporting extensive use of public transport. HealthEquity is so committed to reducing climate change that we acquired Luum, one of the nation's largest administrators of commuter benefits. It is forecasted our solution powered by Luum will positively impact our environments by a 2,700 metric ton reduction of carbon emissions by 2028. • As a team, we have also worked with governmental officials and agencies to help address the effects of climate change in our own backyard, while growing our company ranks. We've also made substantial changes across many of our sites to help increase energy efficiency and lower our carbon footprint. • HealthEquity encourages electronic statements to participants by promoting use of on-demand statements and account information via our website, mobile options, and IVR instead of mailed statements. Moving forward, we are committed to continuously evaluating our performance and the impact we have on our shared planet. Additional information about HealthEquity's sustainability efforts can be reviewed in our Corporate Social Responsibility Report. • Anti-Discrimination Policy (if applicable) o Describe your organizations' anti-discrimination policy. HealthEquity is an Equal Employment Opportunity employer committed to providing equal opportunity in all of our employment practices, including selection, hiring, assignment, re-assignment, promotion, transfer, compensation, discipline, and termination. The Company prohibits discrimination, harassment, and retaliation in employment based on race; color; religion; genetic information; national origin; sex Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 28 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 (including same sex); sexual orientation; gender identity; pregnancy, childbirth, or related medical conditions; age; disability or handicap; citizenship status; service member status; or any other category protected by federal, state or local law. Violation of this policy will result in disciplinary action, up to and including immediate termination. As part of our commitment to equal employment opportunity, and pursuant to federal laws and regulations, we also take affirmative action to ensure that applicants and team members are treated, without regards to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, status as a qualified individual with a disability or any other protected category, and that all team members are considered for promotions, transfers, training and other employment opportunities without regard to these categories. Further, the Company will not terminate or in any other manner discriminate against a team member or applicant because he or she has inquired about, discussed, or disclosed his or her own pay or the pay of another team member or applicant. However, team members who have access to the compensation information of other team members or applicants as part of their essential job functions cannot disclose the pay of other team members or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is: (a) in response to a formal complaint or charge (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with the Company's legal duty to furnish information. • Vendor Certifications (if applicable) o Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for sales and service. Can be provided if applicable. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 29 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Tab 5 Products and Services Respondent shall perform and provide these products and/or services under the terms of this agreement. The supplier shall assist the end user with making a determination of their individual needs. Warranty Proposal should address the following warranty information: • Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. HealthEquity warrants that (i) it will perform the Services in a workmanlike manner, using reasonable skill and care; (ii) it has all material permits and licenses required for it to operate its business and to perform the Services; and (iii) it can and shall comply in all material respects with Applicable Law performing its obligations under the Agreement. • Availability of replacement parts This type of warranty does not apply to the proposed services. • Life expectancy of equipment under normal use This type of warranty does not apply to the proposed services. • Detailed information as to proposed return policy on all equipment This type of warranty does not apply to the proposed services. Products • Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects This does not apply to the proposed services. Construction • Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided. This does not apply to the proposed services. The following is a list of suggested (but not limited to) HSA, FSA, DCFSA and other Lifestyle Financial Management Services categories. List all categories along with manufacturer that you are responding with: • Health Savings Account (HSA) HealthEquity proposes to administer this benefit. HSAs are the core of our Consumer-Directed Benefit (CDB) ecosystem. With decades of experience, we serve tens of thousands of clients ranging in size from small employers to Fortune 500 companies. One of the features that differentiates HealthEquity in the industry is our designation as a nonbank custodian by the IRS. This allows us to provide all the services for the accountholder, while funds remain eligible for deposit in an FDIC-insured financial institution, as described below: • FDIC-eligible insured accounts (up to FDIC dollar limits) • Recordkeeping for claims, payments, and contributions • Regular online statements • Tax documentation • HSA debit cards • U.S.-based member support and education, every hour of every day • User-friendly automatic bill payment and self-reimbursement platform Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 30 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 • Integrated investment options • Online contribution management for employers and employees. HealthEquity's HSA solution includes: • Recordkeeping (claims, payments, and contributions) • FDIC-eligible insured accounts • Regular online statements • Tax documentation • HSA debit cards • Integrated investment options • U.S.-based, toll-free access to member support every hour of every day • Targeted educational materials • Automatic bill payment and self-reimbursement platform • Online contribution management Our products and services were thoughtfully designed to create more informed healthcare participants, while amplifying existing plan designs and generating greater savings opportunities in areas where only limited options have traditionally been in play. Our health financial products are currently leveraged by millions of healthcare consumers as part of a comprehensive health and wealth strategy, and HealthEquity's presence in the industry continues to expand. Paired with an appropriate qualified health plan, our HSA products allow employers and employees to make pre-tax contributions to be used for qualified medical expenses. This results in FICA and income tax savings at both the organizational and employee level and allows participants to use tax-free dollars as part of their long-term wealth strategy. HealthEquity is the largest standalone health savings account (HSA) custodian in the country. We are solely focused on the financial health account market and leverage decades of experience to offer a complete health and wealth strategy. We manage enrollment through an integrated eligibility file exchange process with the client or its vendor. As part of this process to collect new hire, terminations, and change data, we work with the employer's eligibility vendor to establish and test an enrollment file feed to set up and maintain account eligibility. The data required for opening an account is collected by the employer or its eligibility vendor, then transmitted through the eligibility file to HealthEquity. HealthEquity will perform U.S. Patriot Act-required Customer ldentification Process (CIP) vetting and provide a report of employee CIP status to the employer. HealthEquity can hold HSA contributions in a reserve account for any employees who have not yet passed CIP to aid in the employer's payroll processes. Once the employee has completed the verification process, HealthEquity will make the funds available in the proper account(s). • Flexible Spending Account (FSA) HealthEquity also proposes to administer this benefit. FSA program members can choose the convenience of a healthcare debit card, mail and fax options for submission of traditional paper reimbursement claims, and direct bill payment (similar to online banking) for paying eligible expenses automatically to qualified providers. We process claims and issue reimbursements on a daily basis. Claims are processed within two business days of receipt and reimbursements are issued within three to five days. HealthEquity closely scrutinizes all FSA claims to ensure eligibility and process all claims according to Internal Revenue Service regulations. Our eligible expense list is fully customizable by clients. We can also tailor the card to allow full healthcare eligibility reimbursements, or only allow transactions at Inventory Information Approval System (IIAS)-certified merchant locations, or only allow prescription reimbursement. The debit card provides a convenient and hassle-free option for covering out-of-pocket expenses. Our ability to customize the card, restrict usage by merchant category, all while providing complete compliance with regulations, make our debit card a popular addition to any healthcare program. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 31 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 As part of our standard service level agreements, we accept and process electronic enrollment data file within two business days of receipt for appropriately formatted files, or three business days for appropriately completed paper enrollment forms. HealthEquity offers access via our online portal to allow on-demand reporting and additional self- service features. • Dependent Care FSA (DCFSA) HealthEquity also proposes to administer this benefit. We pay dependent care claims as funds become available. We pay up to the available amount in the member's account, and assign a pending status to the claim amount exceeding the available balance. Once the client reports additional payroll deductions, the non-reimbursed claim amount is processed and paid out. We do not allow the use of our debit card to pay for dependent care expenses. Due to IRS regulations and payment policies of most dependent care centers, HealthEquity and most DCFSA administrators have found that dependent care debit cards do not create a participant-friendly experience. Rather, we offer direct payment to dependent care providers, as well as reimbursement to participants for eligible dependent care expenses. • COBRA Administration We offer the following COBRA services: • Receive eligibility/termination information in electronic format or website update • Standard COBRA notices, including: ➢ General Rights notice COBRA coverage election notice ➢ Monthly premium invoice ➢ Insignificant premium shortfall notice (as needed) ➢ COBRA expiration notice ➢ COBRA termination notice ➢ Rate change notice (as needed and if open enrollment services are not selected) • Qualifying event administration, including issuing election notices with customized coverage options • Election processing, including online COBRA elections • COBRA transition assistance • COBRA notifications imaged and accessible online • Monthly premium invoicing and collection Monthly premium disbursement • Eligibility reporting to client or health plan/vendor • COBRA termination/expiration processing • Image and retain COBRA documentation in electronic archival system • Continuant and qualified beneficiary service support, including real-time website and IVR • Flexible premium payment options • Online management reporting and real-time access to COBRA account information • Minimum Essential Coverage (MEC) reporting to help clients meet Section 6055 requirements • Toll-free customer service 12 hours a day • 24-hour IVR services • Continuant website with real-time access to account information and support request submission Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 32 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Optional COBRA notices include: Retroactive notifications Women's Health and Cancer Rights Act notice Past due notice • Commuter Benefits HealthEquity also proposes to administer this benefit. We are the largest, most experienced commuter benefits provider with more than 11,000 clients and 1.1 million members. More than 13 million products are fulfilled annually including passes, smart card loads, direct pay loads, parking payments, vanpool vouchers and debit cards. Our benefits catalog covers 99% of all transit options. We cover more than 660 transit agencies in more than 350 metropolitan areas, covering all 50 states. Our parking catalog includes more than 5,900 selectable locations. Unlike other providers' subcontractors that focus only the top few metropolitan areas, our Commuter program covers the entire United States, enabling us to offer a uniform experience for all participants. Participants may choose the best method of receiving the benefit based on their individual circumstance and preference at no additional cost. HealthEquity offers direct delivery of vouchers and passes to a participant's home address. Participants may also elect to receive a transit agency smart card or the HealthEquity Commuter Contactless Card. The debit cards allow participants to electronically load value via the HealthEquity website, or by calling our toll-free telephone number. The transit agency smart cards and the HealthEquity Commuter Card may be used to purchase transit and parking passes at transit agency locations selling transit fare media. HealthEquity operates the largest transit pass fulfillment system in the United States, with negotiated distribution agreements with transit authorities nationwide, utilizing a dedicated procurement group and secure warehouse/fulfillment sites. Fare media is delivered from secure regional fulfillment centers operated by HealthEquity partner via United States Postal Service (USPS) for receipt prior to the first of the month. For vanpool services, we offer an express/direct payment feature and vanpool vouchers. Under the HealthEquity express payment mechanism for vanpools, a vanpool participant provides HealthEquity with a vanpool account number, or similar unique identifier, and we pay the selected amount to the vanpool provider. This eliminates the need for vouchers or submitting receipts for these operators. If neither of these options work for a vanpool, then HealthEquity also provides a cash reimbursement mechanism. For parking services, we offer the following options: • Pay My Parking: an industry-first, is similar to electronic bill payment. Participants indicate the garage and dollar amount that they would like payment to be sent on a monthly or one-time basis. Payment is deducted directly from the participant's paycheck, thus eliminating the need to file a claim or submit receipts. Commuter Contactless Card: The HealthEquity Commuter Contactless card contains a dual-interface chip that allows members to make contactless transactions or insert the card in terminals with a chip reader. Additionally, our stacked card functionality allows members who have been using separate cards for parking and transit expenses the convenience of using one card for all eligible commuter expenses. The ability to add post-tax funds to the Commuter card also allows participants to add additional dollars above the IRS limit. This means that participants can use one method of payment for all commuter expenses, even if their expenses exceed the monthly limit • Pay Me Back: a claim reimbursement process for instances when a participant finds this to be the most convenient or comfortable way to participate in parking benefits. Participants have the choice of receiving reimbursement via direct deposit or check. • Employer-Controlled Parking: Allows clients to handle parking owned or leased by an employer or requiring special parking management capabilities that are unique to a particular employer or location. Features include the ability to track waiting lists for parking facilities that have more demand than available spaces, and the ability to track vehicle or license plate information for participants using an employer's parking facility. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 33 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 • Direct Bill Administration HealthEquity also proposes to administer this benefit and provide employers with an easy and cost-effective solution for billing and collecting premiums from inactive employee populations. The HealthEquity billing, collection and remittance services also include: Implementation: A client service team will lead the employer through a seamless conversion. During the process, we will work with the employer to collect employer data and plan information that will be loaded into our Web-based system. Client options surrounding invoicing frequency and business rules will be determined at this time as well. We will also work with the employer to electronically transfer participant information from the previous administrator. The employer will notify us of new Direct Bill participants via weekly file transfer or Web updates on an ongoing basis. • Eligibility Reporting: As an option, we can communicate eligibility and activity to the employer's vendors or carriers. Standard electronic reports are transmitted on a weekly basis for changes, with a full file at month end. In addition, we will issue a detailed Remittance Advice Report, which lists Direct Bill premiums received for the preceding billing period, by participant. • Open Enrollment: We offer multiple levels of service for annual Direct Bill open enrollment as an optional service. Depending on the service selected, we will provide a timeline to the employer detailing requirements necessary to coordinate this effort. Services include distribution of open enrollment materials and processing of enrollment selections received. • Termination of Coverage: We will notify the employer of participants with terminated coverage. We will administer termination in accordance with the employer's business rules. • Online Reporting: Our web-based system provides access to hundreds of reporting options for all data and activities captured in the database. Virtually any type of report or ad hoc query is possible. • Participant Web Services: The participant website offers a self-service center for Direct Bill participants designed to provide real-time status of their health coverage and billing information 24/7. Participants can view coverage information, employee and dependent information, make payments online, and request support. • Lifestyle Benefits HealthEquity has been on a mission to connect health and wealth since 2002. Since then, we've helped close to 300 clients leverage Lifestyle programs to deliver personalized benefits at scale that improve employee wellbeing. Our clients see Lifestyle benefits as a key strategy to support corporate initiatives, including employee retention, Diversity, Equity, and Inclusion (DEI), and sustainability. These programs cover a wide range of program designs—covering physical, emotional, spiritual, and financial wellbeing. Some of the programs we've delivered include (but are not limited to): • Emergency Disaster Relief programs • Physical - Gym and health club memberships, virtual fitness subscriptions, and personal training • Mental - Nutrition counseling, meditation apps, massage treatments, and pet care expenses • Financial - Student loan repayment, financial planning, tax preparation, and legal plans • Social - Childcare, cooking classes, theater tickets, adoption assistance, surrogacy, and ferti I ity Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 34 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 All programs exist on a single, integrated platform to work seamlessly with our other benefits programs. Additional features include a single, secure, and powerful online portal for managing each facet of the program including member accounts. Members can easily submit claims, view claims status, and more from the online portal or through the intuitive mobile app. To ensure a consistent, consolidated member experience, we maintain the entire Lifestyle program from implementation and claims processing to reporting and program optimization over time. Our Lifestyle solution is customizable to meet clienYs current requirements, and our configurable platform is easily adaptable to meet future needs. The program allows companies to customize the eligible expense list and reimbursement amounts. Additionally, we provide a custom claim form alongside other communication support materials. HealthEquity maintains more than 2,000 eligible expense types within its system for lifestyle accounts, as demonstrated below: • Adult Care Coverage • Any expenses not explicitly listed • Badminton • Before or after school care facility • Before or after school care in-home • Bicycle Helmet • Bicycles and Bike Maintenance • Bridge and highway tolls • Carpool program costs • Dance Classes (virtual and in-person) • Daycare • Dog walking/daycare • Exercise Subscriptions • Fitness Apps • Fitness Classes • Fitness Classes (virtual and in-person) • Golf/Tennis Lessons • Hiking Gear • Home fitness equipment • In-home childcare • Kayaks • League Sports Membership • Health Reimbursements (HRA) HealthEquity proposes to administer this benefit. Reimbursement account funds are held in an omnibus account at a major national bank where the imprest amounts (prefunds) are kept. Sub- accounting for the funds are reported on the Employer Portal and checks are written off the HealthEquity owned account. Because HealthEquity runs claims batches every 90 minutes, we require participant accounts to be prefunded prior to paying any claims. Our system tracks funds by plan year and account type so we do request pre-funding for each plan year. To maintain the availability of funds in an account to satisfy claims, we offer account funding options that include an email notification to clients designed to inform of any funding amounts needed for that week. Clients can find details associated with claims on invoices available on the Employer Portal. Standard services include electronic communications. The communication campaign employs a variety of tools, including educational websites, videos, webinars & email campaigns. The client will have access to communications at any time via a digital library. Please note that shipping and handling fees may apply to printed collateral. Pre-enrollment materials and tutorials can be made available to participants throughout the enrollment period. For added convenience, various documents and forms (e.g., authorization forms, beneficiary designation, reimbursement request/claim forms, etc.) are available to download or print from the Member Portal. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 35 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 When new accounts are opened, employers typically provide employees detailed plan information that compares and contrasts the health account plans with other plan types. HealthEquity member service specialists remain available 24/7 by toll free telephone. HRA members may also access our expanded chat options and interactive voice response (IVR) system for immediate support and convenient access to account information. • Please list all the services you provide (direct or with partners). Please list any future services you intend to provide HealthEquity offers a full suite of integrated account products and services to streamline healthcare management. Our platform encompasses all the core functionality of healthcare savings and spending in a single, secure, and compliant system. Below, we have listed our industry-leading CDB solutions: • Healthcare accounts — Health Savings Account (HSA) — Flexible Spending Account (FSA) — Health Reimbursement Arrangement (HRA) — Retiree Healthcare Spending Account • Dependent Care FSA • Commuter benefits • COBRA administration • Direct Bill administration • Lifestyle Account administration While HealthEquity provides core benefit administration services internally, we have long-term relationships in place with its vendor partners listed below; our vendor partners serve our complete book of business. The vetting process for our vendor partners includes a security assessment, which ranges from risk analysis to an onsite visit. We maintain appropriate contractual language (i.e., business associate agreement) to ensure that any data we share is protected. We also make certain the minimum amount of data necessary for vendor partners allow them to perform their functions is provided. Finally, we have implemented a range of controls — from dual factor authentication for remote access to logical access within the system. HealthEquity holds our vendor partners and subsidiaries to the same standards as we are held under client agreements. We have formal contractual agreements with all our vendor partners and third-party providers. HealthEquity subcontractors: • Total Systems (TSYS) — Debit card processing, welcome kits, tax forms • CPI Card Group (CPI) — Debit card production • Rackspace — Primary Data Center • DataBank — Secondary Data Center • Conduent —Overflow call center and claims processing • VPay — Payment processing • FIS — Commuter parking and transit voucher • Wells Fargo — Sub-custodial banking services • LexisNexis — Member identity information for HSA in compliance with Patriot Act • RTP Technologies - Provides plan document generation software and nondiscrimination testing • Archway - Commuter pass fulfillment and inventory management • Bank of New York Mellon (BNY Mellon - Lockbox services for premiums collected Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 36 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 • Sub-custodial depository banks- Provides FDIC/NCUA pass-through insurance for all HSAs and holds custodial assets Please outline how these services are performed and why your company excels in these areas Through passion for sharing insight and support, we begin our commitment to remarkable service as we transition clients and members to our services. Ongoing, we continue supporting members with 24-hour access to service representatives. Clients are provided ongoing support by highly trained client service personnel. Implementation: When converting new clients to our solutions, an implementation team guides them through the process and coordinates efforts directly with clients. This implementation team consists of professional project managers who lead internal resources, manage timelines and deliverables, and provide direct management. Vast knowledge of our products and solutions aids our implementation managers in delivering a seamless transition to our solutions. Additionally, our clients receive the following service measures: • Professional project management for an effective transition to our administration platform • Customized implementation plan development • Collaborative review of communications plan • Highly calibrated system configuration to support client plans • Technical development and electronic data interface file testing prior to program launch Service Delivery: We staff a robust and seamless support team dedicated to managing client relationships. Our service delivery teams consist of strategic and experienced professionals capable of satisfying the needs of our clients for the life of the partnership — we are here for you every step of the way. Clients receive support from a designated Service Delivery Manager, available to provide day-to- day support about account administration while building a relationship with the client and ensuring ongoing satisfaction. They also support other account administration duties such as enrollment and group maintenance activities. Our service delivery team is focused on providing the services outlined below to optimize the full value of our programs: • Proactive approach to serving as the primary day-to-day client contact, incorporating best practices and mitigating potential issues • Regular meetings conducted as frequently as needed to discuss service, engagement opportunities, and client advocacy • Continual training and education is provided to clients ongoing, while our account management team ensures feedback from clients is delivered internally to influence product development initiatives. Member Services: HealthEquity ensures members have the availability to access important information and support related to their accounts when they need to do so. We offer 24/7 toll-free access to our knowledgeable service representatives and members may access member support via online chat between 8:00 a.m. until 8:00 p.m. Eastern Time. Our toll-free interactive voice response (IVR) system and member portals also provide information 24/7. Member Service Specialists are trained to assist members with questions related to our full suite of products and services . COBRA and Direct Bill member service is available weekdays, from 8:00 a.m. to 8:00 p.m. Eastern Time. Innovative tools: Members have access to many innovative tools to make it easy for them to access and spend funds in their accounts. Alongside their healthcare debit card — which provides point-of-service funds access for healthcare purchases — members can submit claims using our mobile app or online via our member portal. Additionally, we support automatic health plan claims, working with carriers (medical, dental, pharmacy, and vision) to receive claims information. We currently receive integrated claims data from more than 185 carriers and Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 37 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 enrollment, eligibility, and contribution data from partners (e.g., enrollment and eligibility providers, payroll vendors, HRIS providers, etc.). • Please outline your regulatory compliance HealthEquity maintains a formal program for legal and regulatory compliance. Full-time, dedicated compliance specialists coordinate with legal resources to continuously monitor regulatory changes and respond proactively to new legislation and regulations. We also review publications, newsletters, journals, and updates from law firms. This information is considered regularly to ensure our products and services remain compliant with applicable requirements. New legislative requirements are immediately analyzed to determine the impact on our administrative services. Plans are then developed in a coordinated effort by legal, operations, product management, and IT teams to ensure necessary changes are made to systems, communications, and processes in advance of the effective date of any new provisions. Internal personnel also perform regular audits of key systems and materials to ensure continued compliance. Ongoing compliance training is provided to HealthEquity staff by our corporate training team. We proactively keep our team members apprised of current industry trends with training that covers updates on existing topics, policies, and procedures, as well as applicable changes in legislation and regulations. As an added measure, leadership within our member services department provides our call center representatives with information pertaining to changes in legislation on a regular basis. As a consultative partner, HealthEquity informs clients of any relevant regulatory changes and how they may affect their benefits programs. We notify clients of changes and industry news through regular bulletins, newsletters, and online resources. In addition, we provide webinar series and online resources to educate employers. The team is responsible for providing updates to clients, participants, and internal teams related to regulatory and legislative changes impacting our solutions. Compliance managers are available to address client concerns regarding regulatory compliance issues. The designated HealthEquity partner relationship manager will serve as a client liaison to our internal compliance staff. Where appropriate, the compliance department will work directly with clients to assist with compliance-related issues and provide information. Internal compliance procedures include: • Continually analyzing and improving existing processes to reduce risks to client, including annual SOC audits • Regularly monitoring company performance on a variety of ineasures and responding appropriately • Fully training and equipping all staff to address all legal and client concerns External compliance procedures include: • Closely monitoring and analyzing legal and regulatory changes, assess impact on service offerings and make necessary changes to administrative procedures so the systems reflect the prevailing requirements of the law • Regularly educating clients, through newsletters and other communications, about legal and other compliance-related developments • Providing clients with comprehensive reports that show level of performance Interacting with nationally recognized legal and benefits experts in the field so that service offerings remain compliant • Please outline if your company has ever been sued by a business or client From time to time, the company may become involved in legal proceedings, claims and litigation arising in the ordinary course of business. In our opinion, there is no litigation that would Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 38 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 materially impact our ability to adequately provide the services under an agreement between the parties. • Please outline your growth strategy (organic, acquisition, new services...) HealthEquity is planning to invest 15 to 17% of revenue on technology enhancements and improvements annually. We approach development from an empathetic place looking to simplify adoption and reduce exposure to migration or upgrades. We are confident in our go-forward solution, with continued investment focused on improving the member and client experience both near and long term. We intend to continue to investment in our technology development to enhance our platforms' capabilities and infrastructure, while maintaining a focus on data security and the privacy of our customers' data. Our investment in our technology and communications systems will support new opportunities and enhance security, privacy, and platform infrastructure. For example, we are making significant investments to improve our transaction processing capabilities and support continued account and transaction growth. We also plan data-driven personalized engagement to help members spend less, save more, and build wealth for retirement. HealthEquity continues to make it easier for members and clients to manage accounts and access information across all programs. This includes unifying experiences and elevating tasks to ensure they are more modern, easier, and faster to complete. Key improvements planned as part of our future initiatives include: • Simplifying administration. Unifying identities across our Total Solution (COBRA, Commuter, FSA, HRA, HSA, and Wellbeing) will make it easier for members and employers to log in and manage their accounts and programs for the first time and ongoing. • Central visibility and control of file management and enrollment across all programs will make client administration faster and easier. • Enhancing expense management. Redesigning the experience to allow members to manage their healthcare and commuter expenses more completely and efficiently. • We're making it easier for members to reimburse themselves, pay providers, see debit card transactions, and link supporting documentation. App eligible expense barcode scanner will allow members to quickly understand program eligibility as they shop. • New member landing pages for all account-based products that enhance site navigation and usability and allow members to view all account details and quickly take action within a single click. New client administration landing pages for all account-based programs that allow users to get insights at a glance and top reports within a single click. • New COBRA interface modernization and additional functionality to simplify the rate update and renewal experience. • Engagement and education through a Health Savings Score, that offers advanced insights into member behavior and helps us target improvements in key areas. • Engage360 is our complete toolkit to help employers educate their people and confidently lead their benefit teams. • Personalized decision support provides service-integrated, science and data-driven engagement that enables members to accelerate their personal long-term health and wealth journey. • Streamlined and affordable HSA investment capabilities to include personalized decision support and embedded robo-advising capabilities. • Enhanced mobile app and member portal capabilities that leverage embedded mobile journeys and notifications to enhance members' understanding of their consumer-directed benefits. • Enhanced experiences through API based connectivity Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 39 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 • Expanded web services and API integrations to include carrier claims that enables progressively higher auto-substantiation rates. • Simplified and accelerated employer onboarding and plan setup and eligibility integrations with carrier and carrier-independent platforms. • Greater visibility and control over HSA elections to help members maximize their contributions and tax advantage. • Please present features that differentiate your company, and / or your uniqueness versus others in your category Our commitment to be Remarkable Together drives us to provide services above and beyond what others expect. Headquartered in Draper, Utah, our nationwide workforce serves in major locations throughout the United States. We simplify administration for our clients through a unified platform and strengthen data security and privacy protections across all offerings. We safeguard data with fewer handoffs to avoid confusion for employees and client administrators. We protect data through industry-leading security protocols and maintain a comprehensive information security program approved by executive-level management. Based on the Center for Internet Security (CIS) Top 20, we provide continuity for all systems on fully redundant systems with minimal downtime. We perform continuous vulnerability scanning and maintain state-of-the-art data loss prevention tools. We ensure data encryption at rest and in flight and utilize multi-factor login for all customers and employees. We undergo an annual SSAE Type II audit, are PCI compliant, and adhere to all federal government requirements for vendors. We provide extensive reporting and query capabilities, as well as extensive, automated, back-end processing to enable smooth, low-maintenance administration. The HealthEquity complete suite of standard online reports is designed to meet accounting, payroll, and benefits management needs of our clients as related to their healthcare and dependent care programs. Current and historical online reports are available at any time from our employer website and can be downloaded in Excel format. The frequency of the reports includes on-demand, weekly, monthly and scheduled. • Please outline the use of technology, specifically as it relates to ease of use for the public agency, and the end-user Technology is critical to making account-based programs easy to use. We typically invest between 10% and 12% of annual revenue on innovative enhancements. When employers centralize their benefits on our integrated platforms, complexities are conveniently mitigated through a single provider. Real-time, online capabilities are available through our employer website. Current and historical online reports are available at any time, and can be downloaded in Excel format. The frequency of the reports includes on-demand, weekly, monthly and scheduled. HealthEquity provides an on- demand report detailing the participants enrolled in each program. Clients use this report to cross-reference the HealthEquity records with internal data to ensure all appropriate participants are correctly identified in the system. Any changes will be communicated from the client to HealthEquity, via the employer website or through ongoing eligibility file exchange. The HealthEquity website provides employees with up-to-date information regarding their available account balance and the status of all claims and payments processed. The site also provides member the ability to: • Access claim forms • Access lists of eligible expenses • Print or download on-demand statement of activity • Request additional or replacement debit card(s) • Manage their profile including setting up direct deposit • Select communication preferences such as email and text • Chat online with a member service specialist Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 40 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 • Do you provide provisions to pay for eligible expenses exceeding the account balance? Yes, HealthEquity administers all plans based on each client's plan designs and requirements as outlined in its plan documents. • Outline your Customer Service response standards HealthEquity provides members toll-free access to customer service representatives 24/7. Our member service specialists are fully trained to support member inquiries related to the services HealthEquity provides. This team is equipped with full access to specific plan information, allowing representatives to view meaningful details, answer questions, and help resolve issues, every hour of every day. All calls are recorded, and a sampling of recordings are screened to ensure quality, accuracy, and professionalism. We also provide 24/7 member chat services through our website. This feature allows for members to chat with member service specialists after they have logged into the member portal. Self-sufficiency is offered through the HealthEquity integrated interactive voice response (IVR) system, and gives members automated access to account information. The system allows members to access account balance information, review transaction details, activate debit cards, order replacement cards, and review recent activity. All calls are automatically answered by the IVR system; however, callers can opt-out to speak with a member service specialist 24 hours a day, seven days a week. The member website and mobile app offer chat functionality as well. Our AI-driven chat bots present targeted answers to free-form questions from members, and provides automated responses with articles for more in-depth education. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 41 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Tab 6 References Please see separate document for Tab 6 References. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 42 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Tab 7 Pricing Please see separate document for Tab 7 Pricing. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 43 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Tab 8 Value Added Products and Services Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities. Value adds The HealthEquity solutions deliver measurably better results than those of the competition. For example, data integration (i.e., claims, eligibility, and deductions) enables a level of ease and member engagement that distinguishes us during enrollment, transactions, plans to transact, and more. Our proprietary technology makes it easy to maximize the value of our health accounts whether using the member or employer portals. Debit Cardl Payment Options g Works seamlessfy with our platform • Upload photo documentation online and via mobile app Online Bill Pay • Submit payment to a provider • Schedule payments via Member Portal Self-Reimbursement • Increased card activation • Follows IRS regulations • Increased member satisfaction • Lower program noise • Swipe and go convenience • Up to three cards provided at no charge � Convenience of online bill pay • Create a lifetime record of inedical expenses Member Portal • Members can request payment for qualified medical expenses at any time, online and via the mobile app • View and manage investments • View account activity • Check contribution limit status • Download tax forms • Designate beneficiary • Increased member • Paper checks satisfaction . Direct deposit • Reduced administrative burden • Online form access • Make contributions » View/add claims, claim payments and transactions • Review monthly statements • User-friendly � The HeafthEquity� vsa� Health Account Card is issued by The Bancorp Bank; pursuant to a license from Visa U.S.A. Inc. Your card can be used everywhere Visa debit cards are accepted for qualified expenses. This card cannot be used at ATMs and you cannot get cash back, and cannot be used at gas stations, restaurants, or other establishments not health related. See Cardholder Agreement for complete usage restrictions. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 44 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Investment Funds Optionsz Investment Method Options • 29 low cost mutual funds from Vanguard • Continuum of investment and savings options • Mutual funds are primarily admiral and institutional share class index funds covering 10 asset classes as well as Vanguard Target date funds • Completely integrated investment experience � Funds offered are continuously monitored by HealthEquity Advisors, LLC, an SEC Registered Investment Advisor and wholly owned subsidiary of HealthEquity, Inc. • Increased member satisfaction • Lower program noise � Increased member satisfaction • Lower program noise • Members ultimately decide when to implement trades by clicking on the 'Implement Trades' button • Access to account level investment advisory services, offered by HealthEquity Advisors. LLC � No sales charges/loads, trading fees, short term redemption fees or fund minimums • Cash and investment transactions are supported using the same online portal Self-driven Tool � Execution of all fund and allocation decisions through mutual fund research and pertormance data AdvisorT^^ AutoPilot (powered by HeahhEquity Advisors, i�c) � Managed and discretionary advisory service, where all the advice and ongoing maintenance such as rebalancing and fund allocation is automatically pertormed for the member • Implementation timing is managed by the AdvisorT"' tool on behalf of the member + �ncreased member satisfaction • Lower program noise • Full-service, automated, web-based investment management • Manage investments independently on HealthEquity's user- friendly Investment Desktop + Automated portfolio re- balancing • Mutual fund selection • Asset class allocation • Weekly performance summaries • Monitoring and alerts Accounts must be activated via the HealthEquity website in order to use the mobile app. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 45 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Program Communication Member Service Client Portal AdvisorTM GPS (powered by HeahhEquity Advisors, i i�c) • Fund selection and al location recommendations provided based on personal risk profile ■ Subscribe to Advisor for recommendations, monitoring, etc. � Advice implemented by the member � 24/7 access to communications via a digital library • Account statements available online � Communications plan to align with client culture and initiatives • Support during pre- enrollment, open enroliment and ongoing • Portfolio guidance mechanism • An implement advice button for ease of use • Educational websites, videos, webinars, email campaigns > Member guides, brochures, payroll stuffers, workplace posters and signage • Reduced administrative burden • Increased administrator and member satisfaction � Available 24/7; every hour of every day • 24-hourlVR • Online chat services M-F from 8am-8pm, Eastern Time • Help via email or text • Intuitive online administration tools • Reports typically sent through an online reporting HUB • Reduced administrative burden � Increased member satisfaction > Client satisfaction with low noise from members to their client • Online access to a full digital educational materials library • Recommendations on portfolio re-balancing + Recommendations on fund and asset class allocation + Weekly performance summaries • Monitoring and alerts + Continuous member understanding � Account confidence • Opt out of paper statements at any time + Immediate account information and issue resolution I • Informed dient administrators Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 46 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Payment Options File Enrollment Debit Card L Works seamlessly with our platform � Upload photo documentation online and via mobile app Onli�e Bill Pay � Submit payment to a provider � Schedule payments via Member Portal Self-Reimbursement � Members can request payment for qualified medical expenses at any time, online and via the mobile app Automatic Health Plan Claims • Electronic claims submission via carrier claim files • Direct member I reimbursement � Customizable file enrollment and account setup • Easy, anytime, anywhere access Grace Period/ Carryover/ Run-Out Third-Party Card Substantiation via Carrier File • Multi-wailet capability • Standard 90-day run-out + Continuation of claims processing E Proprietary claim substantiation iogic • Increased card activation ! Lower program noise = Customizable rules and appearance • 100% comptiant with IRS regulations ' � Increased mernber satisfaction • Lower program noise i Access to funds at point of sale � Swipe-and-go convenience d No fees � Additional cards for eligible dependents • Convenience of online bill pay • Easy FSA fund allocation = Increased member satisfaction � Lower program noise • Increased member satisfaction • Lower program noise + Convenience of paperless enrollment � Instant reporting and measurement to promote increased participation •� No extra charge, client- controlled lower FSA forfeiture • One-, two, or two and a half-month grace period option • Reduced administrative burden • Increased administrator and member satisfaction • Quick turnaround • Toll-free fax submission • Reimbursement by check or direct deposit � Reimbursement by check or direct deposit + Ease and convenience of electronic enrollment • Easy access to open enrollment tools -0 More time to use fundslsubmit claims » Reduced forteiture risk • Convenience • Healthcare expense paid via card are auto- substantiated via carrier file • No need to send in receipts Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 47 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Member Portal Member Service Member Resource Center • Secure, multi-use and multi-plan, self-service account portal and administrative site • Available 24/7 • 24-hour live chat support • 24-hourlVR • Multi-plan and media online benefits educational portal p Reduced administrative burden • Increased member plan ownership • Reduced administrative burden • Increased member satisfaction • Reduced administrative burden • Increased member participation and satisfaction • Convenience + Instant, secure access to account funds and information • Clear explanation of benefits • Enrollment assistance • Immediate issue resolution Client Portal In-Plan Communications • Secure, multi-plan, online administrative portal • Program reporting and • reconciliation • Secure file transfer • Comprehensive welcome guides • On�lemand statement of activiry • Claims and event-driven email and text notifications/alerts � Increased plan knowledge and confidence • 24/7 access to program • Informed plan information, administrators comprehensive reporting, and a downloadable collateral and communications library • Reduced administrative burden • Increased administrator and member satisfaction • Increased account visibility and control • Convenience • Account confidence Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 48 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Tab 9 Required Documents The HealthEquity required documents are provided on the following pages, in this order: • Federal Funds Certifications • Clean Air and Water Act & Debarment Notice • Contractors Requirements • Required Clauses for Federal Assistance by FTA • Federal Required Signatures • Antitrust Certification Statements Texas Government Code § 2155.005 • State Notice Addendum Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 49 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 �E[�ER�►� FUh,�D� �EF�TIFI��#�I�N� P�rirci[�a�irtiq Ar��nc+e� 7rti�y el��t ifl use f�c�er�,l fund� trs ��r�ndse �nr�er th� �ha�4�rA�re�r�ient 1�1� fo�ltaw�r�� rtiflc:eG�ns dnd provi�i{��is hi��'�� r�e��if�d an{� a��y �f1�rti d P�ria[:��[ih� A�e�,��r �x�a7ds f��h�r�l Fu�d� itxr �r�� rcft�� res�t�dl�r�g ir�m 41��s �r�tu�em�� s�o��ss, Pursu�ni l0 2 C.F.R. ��O[?.3��i, �11 c:onit�c:ls, ir��di�g srrl�ll �ur�.h�se�, �w�rd�d by if�� Pa±'liCl�adi�r� ,��eai�y �n� th� P�;tiCi�atinr� ,�c��ai�}�s s��contr�clt�rs sh��ll �nt�in thte �ro��reFr��r�l pr�vi�i€�ns �f F�p��r�Clix 91 l� Parl �C1Q, as d�apli�:��1e AR��NdS� �I T� � ��R RA�tT ��0 {Ap �oritr�.�s �taf rTior� tharti thi� sam{�iified �t�c�uisation ihir��fiodd cufre;7tly sel �t �r2�Q,�QD. wh}c� ;� Ch� inflaEiffn adjusietl art�uni �1�xrmanE�tE b}+ the Civil��n At��n�:y �k��uisili�n �our�[:il a�d th'�� De��rtis� Ac�ui��ior� F��c�uGati�r�s ��ur�cal ��ur��ilsj s� a��#�qi�� y �� U_�.�. f9�B. must ad�tr�ss acim�rri�tratiwe, ��anUa�.t�x�l, �r �L��I r�rT��iEs 1�1 InstdnCeS wF��re �or��r��i�fS w��lah.� of l�re��K �:c�r�tra�t t�rrras, �!-�d �rc�vFd� for su�hi ��n�Eion� ar4d �ena!iies as d��+r��rti�Ee. • Pursu�rii t� �ec�erdl Rul� 1A) �tx��, whi�r� a F'�rtita�atin� Agen�y ex�a�r�s f�deral f�nds, ihe P�r�a�r�tirrj A��nGy �n� ��fero; r�s�r+�� I n�I�C� ��d pri�r�l��s un�e7 C�� a{��ali��#�1� ��w� �rr�k ��I�iiat�� with F��p��l �4 ifEis ��ac.�rr�rl�el�C,n thr� ev�nC 4f brea�h �f �:ostil�act �y �ith�f �a�C�+. {$) �t�rr�irt�#ion for ��+�� nt� fr�r �ottv�rkl�� by L#i� yr.�:�le� �f s�bgrant�� inclu�ing tfi�e rei��ser vy v�f1i€�`� it will t]-� �f�e€:t�d �n� 1�� sas for �tEl��nC. �All C,�rt�r��is 7rF �x�e�� t�f S1 �_0�� + Pursuant t� �e�eral R�xle r�j ��av�, wh7�n ��dr��s�t�rry Ar�n�y �x�ae��s f�d�� funtis, tF^e Part�apatir4q A�er�Gy re�err�e� IJ�e �ic�ht! 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Tlie nt�n-Fed�r�i entii� ��ust ��e ��cr�}r aF the �:c�rrenl �r�v�ili�� t��r�� tk�Cerr�Sir��t�� i�su�i by ih�e ae�a�lns�nt �f L�rb�r i� ��h soli�it�ttian. Th� d��i�lt�n lo �vlard a u}n#ract �r s�k�cb�.traci rT1�st be €:c��i�tiC��nec� u�aon th� acce�t�rt�.e �i L�� w�� t��terrnana�a�. TF'a� n�rn- F�d�r�l enL�!}r ms��i re{�R a�l s��1�:1 ar r�p�rie� viol�ti�ns l,r� ih� F�deral dv�rartiirtg a�en�y. �Fte �ari[��ts rFlust a�s�a ��clud� a pr��ri�i�n for �.arn�ianc� with th� Coµ��an� "Ar�U-�ci�ac#�' A�t �40 L�.�.�. 3�45}, �s su�{a�erner;ted �y D�p�rirn�nt of ��ta�� gul�tit�ns �29 �FR P�rl �, '�orrlyd+.��rs �rt� ��ort�r�Gtt}r� or� Pu�i�iC �ualdi�� or �ublac UVork Fi�1a+1�:�� ir, Wh�l� vr in P��l by L��s o[ �rarrL� f��5r�i L� U�il�� tal��'j. Tfl� �i provi�l�� C�1$L r��Ch �ir�G[�r Of Suhreti�7ient �uSt h� pr�labit�Ci f�flr� irld�Girr�, b� �rtiy m��r�s, �ny L��r�ori em�ar�y�d in ltie �nstru�l�on_ �rn�leiior�, or re��ir �f �ubii� work, l� +�iwe up any par� r�F ih� �a;Yrpe�s��,�n t� whi�h h� r�r �e Is �tr►erwise �ntitle�i. Thu nr�n-Fe�i�r�� r�tity tr�ust ��r� all s�s��ci�d �r t�port�c� vi�lati�ns I� CFre Fet��ral �w��ir1g �y�rr�y. PursW�r�l t;x Fed�r�l i�ul� (a} �t�v�, wl1�n � P�rti�i��ing Ai��n�y �xpe�d� f�[l�I�I fvr3ds tli��inr� lhe t��rn trf �rt �w�r[� for 311 ��ntr�ds �ru.� s�rbgr�nis i�r �tar��iru��ion �rr ��a�ir off�ror w+ll be in �crm�liaric:e with al� 3��lir�ble D�v�s-$�to� A�.� prflwissc�r�s i�ny P;�riic:iu��,r�g ,t�geri�r vaidl in�lude any �urrent and ��a�li�#ai� ;.]r�v�ilinu war�e dei�irr�inati�e� �r� ��h s�u�d s�icit�"�an �rs[t prbuiti2 �3Ff�r�r �+lh any re�uired ti++�m�r�latit�n a�c��r forr�rs 11-�� m�,si be ��m��e�e� �a} Dfferor t� rerra�in in ct�m�Eia��ce tF'r��ppli�ble a�wis-��n A�:i pf��+isi�n�. {�� C.�n[rar�l V�l�rk �iours ar��f �a��t}r St�rrd�fds A4t:t (40 U.�.�_ �7�"f-3�'QS}_ W�-iere �ppli��fe. �II �rrt��ts aw�r��t� b� i}�� rt-F�d��! e�,liiy�,rr �x€�� f ��OO,O�Q il�a� ir�v�lv� !�� em�lr�ymenl �F �nec:h�ni� �r I�#�or�rs musl incl,��#e ��a�-c�v�s�on Eor �crrnpliar�c� w�L� 4� U.S.�_ 37Q2 �.rtd �7��, as �up�a�rn�r,ted �y Q�p�rirrFeni c�i ��bo� r�gu��tior±s {�9 CFR ��ri �j. Urt3er 4Q 1;.�.�. 3T02 �F the A�:i. e�c� o[anir��.l�ir rn�rsl t� r�yu�red i�i eorripul� iF�e w�ye� r�F �v�ry m�c:h1�{tiit ��+� iaf�.�e�r on i�7e b�s;� �f � st�r��ti vw�ik w�ek �f �� hc�ur�. 41+brk iii ex��s� �f �� st�ntiard ws�rk w�ek i� p�rm��sabl�e provid�d th;�t iF�d w�rl�er a� �rT��rensai�� a raC� oi rrcxE a�ss ihar� �� d�d fl hi�a€ iim�s the b�sit; fai� �f p�y For eil 3��ur� v��rlcet! in ex�ess bi 4� hcaurs in 133� work we�k. Tfi� re�uir�me�rls of 4� U.�.C_ 37Q� ar� a�plic��;e in cx�Rsln3�lior� wo+� �r7d pravi�ie th�i s�r� aabt�r�r or r�ie�ha�iG r:�ust ;�e r�q�ired !�i ws�r�c In surro�rt�iri�s ��n��t v�+crrkiny �.`cair�#iCion� whlt-fi ar� uns��i#�ry, h�z�rc�ous �ar d��ro�x�. T�se r�uirer��e�ts d� n�t aj]j3I]f I4 th� µWrchas�s �F �up�li�� ar �at�ria�s �r �r+�c��s o�-s�+n�tl�y aWai��bl� �+'i !he ape� mark�l, �e �onlra�t� f�r tr�ns{�ortation �r iransn�i�i� �F �nl��liq�r��:� • Pursuani !o Fetl�r�l l�ul� (E }��ve. wFiea-i a P�r�:��3atiru� �,��nGy exp�r;ds i�de�~al Fun�i.�. s5ff�rG� ��tlfie� itiai o�ferflr wili ;� +� s:��ipl�ar��?e wikh all a�plicable pruvisi��rs �f hhe Cr�ntr3�i V�lb�k Hc�urS �r�� fely Standarel� A�t r�uri�tg il�e l�s�m of �n �3ward For ;�il t�or7�ra�.l� h�y Pa�i.i€:i��Lsrtr� �it�err�y r�suliinq Feom tl�is �sro�ur�rr�eetl pr��ss. �Fj Ro�hCs t� Inv�niicans ��d� UI�� a C��Cr�e� or At��m�nl. rF the F�d�tal �w3rd rrieets [�� def�itifln of `I�xrrdi: �� agre�rrter�t" urld�r 37 �FR �Q� _� {�} �r1d CF�� teaapi�a7i or su�reci�ries�t �ra�h1� i� ��Cer ar�l� ��c��tta�i wi��r ��rn�ll bu�ines� Firrri � r��i,�rofit oft��rxir�ii�:-i r�t��td�r�� i#�e ��asiituti�in oF Warties, assi�rrrnent �t perFc�rrTiarr�e of experirnertital, d�vel��rn�nial, or rese�xh w�rk unti�r Ch�C "Fund1n� ��r��rT�enC,� 1li� r�c:i�i�nC o� �uhr�ti#�i��C rr1uSC oon��l3r wiCF� ifl� neyuir�rrr�nis of 37 ��R p�rl��fi, "F�i�hCs ir� Inve�tions h+6�de by Nor�pr�fit �r��niz�tio�s ��d Srri�lJ �usi�es� Firrns Undef �ovemrnenl �r�rits, ��nirat�t� �nd ��ca��r�ti�ee Ar�erner�ls." �rid �rry i�p�em�nlirxg r�gulaiions i�sued by �he �warr�ing ager��y. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 51 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 r Pu�su�� Fed�f�l Rul� �Fj ;3bow�, when feder�l f�� x�e�1c1�� ay Particip�tirlg A��ri��r. the aFfe�r�r certifies Chal �,�rir�g lhe t�rm ❑F an �w�rd itar �II e�rntrac:i� by �8rti�ip�lin� Ag�n€:y re��ICin� f�-o�n L#1�s p;`oc�remer�l pr��e�s, th� OfF�r�rr ��re�s t� �orripl�r �rwith all �ppli��l� r�q,�ir�menls �s �ferefic�c! +n Fed��i FZvie �F� �t�ve {C,� �i��n A:r A�C (�� U_�.C. 7�Q1-7�71y.] �nd �i� F�i�r�� 1�ler Pollui�c�n �c�nlro1 AG-t (3,� U.�.�. 1251-13�7 j, a� �m�r�tl�€!— GonCraCis and suE3qranis 4i �n��unCs in �xUes� oi �� 54�,4�0 �,iust €:�atit�an ��,r�vision that f�quire� Ei`�� no�- F�[k�r�'I aw�rd to �r�ree l��orr��sly wit� ��I �ppli��l� sia�d�ftts, �rd�ts br r�gul�Ci��ts iss�r�d pur�u�ni t� 1�1� ��ih� �Ur Ac;t (42 U.�.�. 7�01- 76��yj �nti Cfi�e F�d�r�� Vtii€�ter P�liu!!an �orttr�l Ac:t �s �rr�ntied {33 U.�.�. i2��- 1��7}- 1{it�laCi�rls m�si k�� t��rlett la Lt7� F��r�! awaiYlir't� a��c:y �nd 1f1� Rtqaon8� [��F�� a� �� Envuor�m�r=lal Prtriect��n A�en�:y {EPA�, � f�ursu�ni Rta F�d�ral R�I� i�j ab�v�, wF��n fe�er�l f�a�ds ate �scpent�Ed by PartiGipa#ir�� }�y�r��r, th� �ff�fr�r �erlef�� thS�E d��n� !h� C�rm �f �ai ��r�r� it�r �II �:�nC�atts by C�rticipati�is� }�g�ncy m�rni��r resulii�g frorrw lhis prot:�rernent;.�foc:ess. ih� r�ff�r�t 3gl�e�s lo Gc]tn��y v,��tti �I� ��li�°�3e r�quite�r��ts as r�f�r�erx.�d i� Federal �Cule (�'u} �#�o�+� {H} D��rrr��n! �nti ��s�rensio� �Exets�rtive �rr�rs t��49 �nd �J �8�j—A �oRtr��t �w�rrj ��e� � �FR 18�.22�} m�si r�txt f7e rrs��i� t� p�r�i�s I��ied crn �� aver:�rr��r�! wide ex�lusioFl� �n ihe �ysCem far ,��r� NCant��e�e�l (�A�+I}, ii� a€.car�a+�c� wiil� �t�� I4'1� c�ui�elir�e� �i ��FR 1$� ih�i �m�lerr�nt Erc��utive �rd�:s 1254� (3 CFR parl �95� �r�rnp., �_ 189j �r�d ��8� y 3�Fl� ,��r1 1�$9 C�r�1p., N- �3��, '�}�ba�rr��ni �r:d ��s��r�si�n.' �J�h�4 Ex�lusiorxs c�nt�in� Ch� n�mes of p��ti�s d�tr�rr�:�, �vs�en�, or :�tY:�rwise ex�l�ded �y �y�r��ies_ �s w�ll a� ��rlses s�e��r�i ar�el�c�ibl� ur�d�r st�t,��fl�y �r �e��l�tr�ry �,�I�or�ly ak��r ih�n Exer�.FUve �rrler t��4�. * ��tsuani �❑ F�d�r�l Rul� �H ��b�v�, �r��rk i�defa� iunds ar� �x��htied txy P�r1�dp�iir� Aq�n�y, th� ��f�-or �rtifies C�r�t du�irt� I�'i� C�rm �f �n aw�r� f�r �II ��ntr��4s by P�rtiGip��ing At�ency r�sulkir:g �ro�r1 L#1as pro�i:��e�r�i proce��, !.*�� oiF�rr�r Ces#ifi�� lh�i ne��»r it n�rr +:45 prin�i�als :s �ee�eT�tly '�tr��ed, su��rlded, Rro�+a� for ��b�rmen� der�iLired �n�l,gib�e, �r �+c�luniarily �x�lu�ed frc�rn �srticip�l�or� by �n� f�r#er�l d-epa�irnerrt �,r �� If �i any Cirn� ��rirtt� Ch� i�rrrM ta� �n ��aard Itie off�rctr ar its �±�rrCi�r�ils b�Com�s ��ta�rr�d, su��r�nd�d, �rr��r�d For cl�t��rrrfent, t��l�red ��ligial�, �� v�l�r��ily ex�: uete� froat� �arti�i�r�tivri �y any f�cier�l �iepartrne�l or a�ency. th� ofFeror will rroCiFy ti�e �artiGi#��lin� Ac�en�y {I j�yr� Attb-�[rbbwir�g Arnerxirr��i {3i LI.�_�. 13��Conir�t;[c,t� t�i�l ��y �r bi�! f�� wd�[! exE,eet�ing �►��70,�Q� musC fil� the r�quire�! tertifcsl�oe�. E��.h lieF �rCiFaes t� li7e ti�t �ta�u� I�t�l it wall n�t �r�d �$s r�ol �s�d ��t��r�l a��rtrpti�l�c! F�xr��s io �y ��y ��rson �ir �ar��rti�lar�n f�r in�uen�:i�,q or at�m�iing Ca �niluenG� an oEfice� or emplov� of any a��ncy_ � nternk�er c�f ��rr�r�s�, �IY�er flr ert��l�y� �F ��rr�re.s�, ar �r� �r'��I�yEs� aF � r�l�rrli�l' of C��t�� i� �a�r��clior� wit� oial��r�in� any F�deral conl�act, qr�ni or ��y �th�r �ward co�+ere�# t�y 31 U_�.�_ 13�2. E��h l��r mu�C ��so d;s�a�� y I�abk�yi�c� with r��n-Fe�er�l f��s ih�ai 4�#c�� I��.� in �anrrecl�orr wit,� o�l�+nint� �ny F�d�r�l �ward. �u€;h dis�los;.��es ar� I�r'w�r�ed f��i lier to tie� u� io �fi� riarr-F�ed�ral �3w�r�i_ t ��r�ua,�i 9v F�d�ral F�ul� �f� �f��w�, wh�� F�ck��dl Fund� dr� �x��nct��i �r�+ P�rti�ip�ii�� A��r��y. lhe �rff�rfl: �erii�a�s that d��ir�c,� Efre terrn �nd �fl�r tF�� awar��d term �F ar7 aw�rzt Fot �II Car�Cf��ts by ��i'ti�ipaiinC� A�ncy resulf,rEt� frt�+�i L�+s Gmocu��[ prcx:ess, C�i� Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 52 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 ❑ff�rr�r C�rtifies lhai il is in ��rn�li�n�� wifi �II a�{�li�.�b1� �,tc,u�s;�;ns r�d Cfie �yrd Anii- Lc�bbyin� Am�r}�fnier�t (3� U.S.C. i3��. �}1� ur��er�ic��d fu�t��r c:�rtifi� l�,�i: _�Jta Feder�l �ppr�p�i��ed iun�� h�ue be�n �rai� car will t�� aid f� r�n �eh�lf of the unclers�Gn�ti, tfl �ny �ersor� for infLue��artr� or �it�m�li�c� t� inFlu�n� at� �I�cer �� r��rloyee of �rr�+ �c��r'kcy, � AAember vf ��r��ss, �fl �3�r �f �fT1�7Ifl�+�� O{ ��ngress_ or an �rrt�ltay�e �f � N[err�b�r of Ctangr�ss ir7 �:c�nne�.ii�� wii}i li�� wa�-d,rk� �f � F�d�ral ��r�lra€.�_ [h� m�3�rtq t�� F�d�r�f g��nC, !h� rn�kin� of a Fe��r�l I�a�, la�� n��finy ,r�+.v � coa�erativ� a�r�ern�t. and ih� �xler�sion, �.oritinuatio�, r�newal, arr�endme�ti, ta� rnodiFi�ti�n of � Feder�l �orttr�ct, gtanl, lo�r7, �t ��b�r�Civ� �gr��r�s�ni. = Cf ��y fu�ds c�Cher lh�rti F�d��i a�#��priate�tl fu�tks #��re �ieeri �ai� ar will be ��id ta ��y p�ts�� For :n��ntir�g �r �tle��tir7g tc� arEf�u�n� �n �rffi�et or �m��t�y�e of ��y �q�nGy, a A1k�rri��r of �nq��_ �r� offi�er or e�iploy�� f cc�r�r�r�ss, �r �r! err�plo3ree oi ��rl�rnta-ef oF C+�1i�ress i,� c,�nfiecii�T� w�lt7 CFiis Fet1�r�1 gr�+�l c�r �.00pe��tive �t�re�:�er�l. th� und�a'sagrti�d sh�ll aarnplei� and s�k�rrEit �t�rtdard Fc�rrn-L��, "�i�Gl�tu�� Ft��rti I� R�pbri ��rb�yir��', i�1 ��rd-a+�� vri�h iCs ii,strut:C�arrs. � Tt�� ur��t�r�igned shdll require L#i�l !#�e i�r.�u�ge of �hi� x�rtif:C�l�an be artelur�ed i�i Ch� aw�r� ��rT�er�Cs F�r a]I �avere� �u#�-award� r�xcrae�tin� ��,i7�0 m F��fs�] Fvr�ds �l �II x��ro�ri�te xiers and �H �ub��pi�nts shall c��lify �r�d discicrs� �rxof¢inc�ly. REC��} ��TE�1Tl�N F�E�U4REM�NT� �Of� ��I+tTRA�� 6H1r��V�HC ��DEf�AL FUND� til4�F�n ��tfer�l F;�nd� �r� exwerEr}� k�y P�rtiGivali;7c� A��t7c}r f€�r any �ontr��i Fes�ltint� �+�om it7i� �ro�:�r�err�nl pror�ess. �ff�rt�r r_-�riiFa�s th�i ;l x+�ri�l t�s�rtip;�r rr�rithi L1�� ; e��rd r�t�ntibn r�quit�m2�ii� del�il�i i� � CFF� ��0.334. TI�� oF€�rc�r f�rih��r ��tafaes th�t ofF�r�r w�ll r�i�in all rec.�rd� �s �quir�t� try ��FR §��Q.3� f�r 3�eri�d �f thrr� y��rs a�t�r g�anle�s �r ��r�nie�s s�brriit fi�al experidiiure re�rts trt yu�rt��ly �r ��7rr�dl frx��Gi�l ��brL�. �� i��f�le, �n� all r�ther perEdinQ niatlex� ar� c�[�ed. ��R�I�ICAT{ON �F �4MR�IAMCE V�ITH TH� Ef�IE��Y PQLI�Y AF�D C�N�ER�lATlON A�T Y�F�rti P�riica�tin� Ay�r��y �x�aer;ds i��ier�l fu�,�is Fo� a�-,� �ntr�Gi r�s�lrinq frx�rn ti7is �rncuF�m�nl �r�c�ss. crffeFor c�rti��s ihai �l rr�riJl �or��p�y v,rith !rie rr�andalory slar�dards a�cE pr�li€�i�� relaiinu t� ��r�y �ffi�i��cy wvl��c�i �re �r��t�in�d ir� the si�ie e�l�r+�y �orr�erv�l�€�rr �f�n �ss,�ed iri c:om��i�ne.e uvith L�e En�rt�y I��li�y and �ons�ru�ti�n �ci {42 LI.�_C_ 63�� t s�y.; �� .F R. ��t 18j. CERTIFI�ATIOM �F �OMRt�1,4N�E Yk�ITF# BLlY AMERI�A �R�V��IQ�k� Ttx L�� exCen t�vrt�'ti�s�s a� e mar}e wi Ch F�ti e r�i Hir�F�w ay At�rTnr i i stf�lic�r �, Fed e r� I R� i��i A��ir�isL�tic�r�, ar F��i�r�; Trar�it At�rr�insstr�ti�n f�r�ds, �i��rc�7 �ert,�es that �E� �rr�[Eu�ts torn�ly w�lt7 ail ��li[�ta4� �ro�+isi�?�rs �F tF� Buy Am�tt�:� J�t:t �;7d ��r1e�5 tt� �Sr'z�vi�e ��t�h c:�a'lifi�aCitxn c]t a��rli:.�i�le w�iv� with res�ect lo s�xeGifie �r�xiu�ts t�s �ny P�rtiei�+8iing Ag�ncy ��n requ�st. Pariiu{�ailT�� Ac�e�ci� w�ll �4e�rly itie�i�fy wh��th�er �uy Akr�r�a Proui�io:is �p-p�y ih ��y i��u�d �r�ticital�on_ Pur�h�ses m�de an ��cor��n�e rr�tt� ih� �uy Arnenr.� A�i must still Follow itie a�r�liC��al� pro��r�rrlenC rua�s �I�irtt� For fr�� 3�ii op�n G�rnp�Cil+on_ Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 53 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 CE#�TIF1CATr�� F A��E9� T� I�EC�R�� iert�r 3t�ret� i7��1 lti� Insp�cCor �en��1 �f 1i�� y�nGy uF �r,�r ❑F tY�eir duly �uth�xri�e� ��f��nt�Uv�s shala;�� r;�:�ss l� �ny rrall-Fnan�:a�f tE�cutrC�r�C�, ��fs. flr �C�ti�r r�t�fds bF �ffer�r �f7�i �r� �erlir��nt tr� �aFF�ror'� tEis�har�e oF its �bllg�ti�ns ��er if7e �tanir��! F�r tl� ��rp�s� �i r'�a�int� �u�:�s, ex�r�ii��l�r�r�s, �x�:erpCs, �rrd lr�r��ri�ali��s. T�7� ri€�971 al�� ir7�.lue�� tian�l�r �nd r�as��k�l� ��e�� tcr ��F�r�r'� �r�r��rtin�! f�r tf7� purR€�s� �f �r�l�r,ra�w �r�d cti��uss�r� r��ti�� la �u�h do��rn�nC�. Tha� ri�3�t �f �r:��s� wall I��C only �s I�ra� �� L�e recadd� �r� f��ia'I�C�_ �E��IFICATiQN OF APRLI�ABI�I�Y T� �L1�C�NTRACT��S �ifero# �gre�5 f��al aH �onira�ls iC �w�rt€s �UFsu�r�l Co ihe C�r1t��1 sh�la �� bo;.rn� 6j� h,�re f�r�airr� ��rms ar�d c�r��kiti��. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 54 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 ��Ahl 1�IR AND VIfI�TER AC� a4N� DEBARf4�ENT N��E Byr L#�� siy+��l�re b�iavK {Un��r Fec�erdl Requii��! Slqr�aiur��, I. il-� �}�ri�it��, ar� in r.,orn�lian�e wi�#ti �al �p�lif:.a�l� tit�n��r�s, �rd�rs br rer.��lati�ns issued �ursuant tt� Lt�e ��e�n A�r AGL t�F ��7�. �� Amend�i ��2 U.�. �. 1857 �h}. ��t,�� OS �f [k,� Gl�aiti l��i�f Pu�i_ a� �rn�rtd�d �3� U.S.�_ ��8�_ Ex�cutive �rr_t�r 117389 �i�d Enwi�r��l�1 Pr�t��lior�,t�g�r�cy F��€�,�I�ti�n, �G �FR P�r1 �� s requar�cf �r�cf�r �h�tB ��.u�ar A-1��, AtCachrn�r�t �. P�r��r�t�rh� d� � 1 � ;-��r�in� r��rtin€� +�acal�iti��s !� Ch�� r�nlor �c��rF�y and to ih� Un�l�d �l�l�� Er��rir`o�rfner�t Pr�tar.l��rr Ac.�erlcy As�istarit ,�,rJrninasir�tr�r f�r #h7� Errf�ar�erneril. I fi�fB�1j+ fUf'C�f C�fll�� {il�i �T] f�i}fTi�$fl�+ ll�� 11�t ��I {�£�]�r��, �uS�SBfiC�� 4f ��"F�f'S�+IS� �e��l,�ibl� for ��r��i��tian in Fe€�e�l Assisi�n�e pr�+�rar�� nrt�r Ex�cutive ��iex 1��9, ��De�armer�t ��td �usp�r�si�n", �s ��s[:r�be�l in Ed�� F�tie�a9 R�gist�r ��d R�I�s dnd Rer�ul�li�r�s, Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 55 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 �ONTR�4��F� REQUIRI�IEhlT� C��iti-a�to� �er#ific�tiUn �ontr`$cto�s Employm�nt Eli�fbiNty �y �nt�rint� L}7� crr:itr�G� uUntr��ROr W��ni� ��kl��l�fl� wiCFt til� F�d�l'�I ��tl�ipl�i��loi1 �73d ��I�ar��lily Ac.t �FaNA}, af�d all c�t��r feti�raa a�d �t�te irnt�igralion 3�ws a�d �eyulatifls7s. The ��nl��:tar �u�ther w�rr�nts th�t ii is aR ��rrpl�ar�� w�th ih� v�ri�u� �lai� �l�tu� o� th� �tdCes ii +s w�il aperate ihas o�ntr�cl irr. P��'licip�ling �c�vernr��nC EnCifies �nGlud�r�� 5chio�l Di��c�s fnay rec�ue�t w�r�fica#ion of �irip��ant�e from �ny Contrdci�r ar su�c:onE: ��:�or �er�s�+�mi„g w�i-x ur,;�er th�s �nUact. Ttxe� Entities �esen+� ihe ric�hi i�x c�rt�F��rn ��rnpli�Ft�e �rt ��t�fd�Ftr� w�l� a��ic:�h�e �aws. �hould �� Px�rticipr�tir7� Ent�taes s;.is;�ett �r find fhat tk�e ��r�tr-a�.�at or arty o� iLs subr�ritra�lors ;�re r�f�! in �:om}�li��e, I?iey rr��y pursue �ny ��d a:l remedi�:s �Ilt�w��t �y I�w, i�cl�di�t�, ��xl nat �irn�ted to: sr�spensian bf wark, term�n�t�on aF �'re �r.tra�i Ear d�fduli. t�nd suspens�orr dntllor de��rrr�er�t crf ihe �aa�tr��t�r. A�II c:�rs�� r��ess�ry ta we�iFy eom�li�r�ce �r� lt�e r�s�or�sibilsly o� th� C�nir��!€ar. The t]fi�#�r tam�li�s and rnairltain5 ��rnpfi�rrce wil#� Che ��r�r��ri�i� sLatutes w.ni�h r�r�uires €:�rrip3iar7c� t�ith f�der�l :rnrn��r�l�on I�v�s by �tdM,� empl+�y�rs, �t�E� �.o�nira�tars �rid �t�l� s��or�lr�ctors irr a��a�dan�e wilt� t�ie �-�Je-rafy E�npa�y�e Ei�r�i#�ility ��rifi�kis�n Prr�grarn. Cc�r�L�a��ar sM�ll G�rnply witt� gove!�11ng bda�d pt�li�y trf the N�PA Parti�ipating �n�iti�s in whiCh worlc i� t�eint� perf��'rred. ��rgerpnrrt � B��kgeound Che�ks IF r�q�ired lo �rr�rritle s�-�ric�s en sct�a�l distric! prape+�y al I��sl five {�j times during a manl�, cOnlr��:Cr�t SI��I subm�l d f��l s�! oF Fint��rpf�n� Ca th� sc:?�r�ol �ist�cl iF rey�e�@�3 �'! e�ch y�rs�� or efnul�ye� w9�a n��y pr�vide su�f, s�r�r�e�. Altern�tely, tk�e schcac�l r�I�L�;C� iTl�]� IiFbL��jJi1R�i C, I[JS� ��r��r:� c�� rrE�lr�3r��. P�:i �x��ii�i7 Cr� if1i5 reyu;t�m�n� rr��y #�e rr��ie as �uCfiori�� in �a�werni�r� ��d pcx�ity_ Th� �ti�tri�.� sf�H c�nc�u�i a� firag�rprint chec.�c in ��corr��n�e witFe thr� ap�fapn�te si�ie �nti �ecteral I�ws �f �il c:onLra�tors, suk:�.antr�clff;� �F ven�ors and ih�i� em�a�Gy�s f� whi�h Fr,t�eTp{:�7Rs �re s�brriskle� l� t}�� distfi��. �orr3ractcrr, su�conira�Rcars, +r�nt��t� and th�i£ �rr�pl€�y�es �h�il r��l pr�vid� ��+i�.�� ar� ��f [�i�l��.i ��perti�� +�r�iil �ui�if�ri�� by the Dfs[.rei. Th� n€fe�flt shala a�rn�ly with fir��r�riniing ret��aremer�ls in �cort��nfle with ��r�ro�rri�i� st�tules in t#�e s#�#e an which ihe w�rk �s ��ir7� �rFurrnecE �atiless �tf�e+v�rise exem�ted. �onlra�i�r s��ll r�rr�ply witt� yaw�ri�rrtg boatd p�?��y i�1 C}te sctaool �istr��l �t ��rti�;i�a�li�� Entily ;rr whi�kr wr�rk �� bei�r� �enormed. $usiness Op�fa#i�n� fn ��d�n. Ir�n In ac�ord�nc� witFr I�.R_�. 3�-3�� n� A_F4.�. '�&-�9�, CFre �anCr��tar heretry ce�lifi�s lh�l i�ie con9r��:tor �a�s r�ol k��we ��ruii��d b�rsin�s� �p�r�ti�ns in ��t[f�n andlor Irr�n. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 56 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 F�E�I#IRED ��4U�f� F�R FE�ERAL �#�SI�T�[V�E PF��fIDED �1' FTA REQUIRED CLAUSES FOR FEDERAL ASSISTANCE PROVIDED BY FTA is reserved and will be considered on a case-bv-case basis as part of the Supplemental Aqreement with specific entities. Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 57 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 F�D��2J�L R�QUIF�� I�NATUi�� QfFerar cert�fies car��liane.� w�kh aEl �rovisit�ns, kav,�s, ��is, r�ulati�ns, elc_ �s specifcal�y no�ed in t}�e p��es ah�ou�_ Il Es f�,�iher ��kn�wC�d�� iha� ��fe�c�r ��re�� l� ��rt7�ly v,�itY� a�t fed��E, �t�l�. ar�d 1��a� laws. r�,[es, ��c�ul�lic�,�� r�d �r�ir��r��es �s a��ri�abl�_ ��f��ot ��aGkhEquityr, Inc. i� �' S��r�is �o�n� f3ei�re �Ad�ress ��t]+rS1�t��Zl� �raper, kltah s�o2a f- I I:i: .i".�.�:�iir+l •r AuC�ori��d �i�r�ature ��._..�_.�.��--- ---�-- —�--------- _ �.� .,:. .,r�.. �, _ �lli6i2U2� ❑�t� . . Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 58 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 ��.�,�� i��.��r�� ,��k��,�'J ��J"#� �k� Y ��7fl1�1�1 1 +..��JI.�� 1 ��.��,� I affiri�� nd�r p��l}� of �er�uty �f th� isws oi ��e ��1� oi T�xas t�at. �1 � I arr� d�,�y ��14��i��i l� �xec�t� E��s ��ir��i �fi rt�y �w� b�h�lf �� t, �Y�aIF �� ih� �n3pa�y, �rp��a�io�, firr�ti, ��rt�e��hi� �� i�david�� (C�m��tiy� �ist�d �e��w; ��} In �rin��.t��7 ��+ritk� this �i€i, r��ih�r I r,�r aa3y r��s�ntati4� af ttse ��rrti��r�y h$s +rrol�te❑ ar�y ��visi�n �f th� Tex�s Fre� E��rEs� �� ,3tit�st Act. Tex. ��_ 8. G�.Mr��m_ �� a7��t�r 15: �3� In �:�nnec+��n ,�ith th�s bi�, neith�er I n�r any re�r�sec��tir,�� f tMe C.�m��ny f�as va�ksle� �r�y f�d�raC ar�tkC��st I�w: and �4� hi��lh�er I r�a� ��y re��r�t�4iu� �f lh� ��it7��r�y 17as d�r�ct�y �r i��iir��tk�+ �oEr�r�rtiUr��-at� a��}r of t�� ont��t� �F �:�s �id �o a c�n��ttr�r o: llie Comp�ny or �ny o�� orr�pany, �rp��alio�, firni, P�,-�evshi� or i��i��dua� er7�a�ed En ��ti� sarr�e lir�e �f b�sie�ess as �,e �arn��ny- C��rtp��r hk�me A,rJ d r�ss ��f�t�i��t� TePe�hir�ne Numb�r F�x Nu��r Er�7aik A�dr�ss F�kn[ed N�rri� T�tie FfealthE�uEty_ 1�c. 1�V4 S��t�ic �oin#e D�iMe arap�r. �tah ��0�0 c�a�� a�� a1 � 727-15�� km �rdaGk�#reaatheq uity�. com Tysor� #rlurdoch �`�ief Financ:�l �fncef � II:�: i•�i:��r•�-•, ALJLJ1�Ti��d �d��1dtLI��' I ��' .__. ,.,�. , ... _ , . ,.._� Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 59 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 �T�4TE N�TI�� E�I�Uf4� �h� �latianal �oo��E��r� F�ur��;a�i�g Alli��sce {N�PA�, ar, ��half o� N�� an� iss Gurfent anc p�ot��i�� I�� rti�i�a nts E� i ncau�e al I r.o�;nty. �E�, s�,�i distri�:t, laca I qa��r�m�ni. scJ,aol d istric#, priva[e i4� 1'1 s�hoal, h i�her �d ucak��n ir�stitutifl�_ sta t�, �rabaa ��ve�m�n� ath$� t�o�r�mrrl�nt ��f1��F_ ��ItFl�3�� Of�3�71��Ei4f1, n�n�ra�� rc�anaz�ti�r� and all flther F�ub�i� Ag�a�ci�s i��at�� na#ionally ir� �II frft}� �tat�s, is�ue� this f��qu�st for �rapo�al �F�F�} ko r��u�E in � nati�na� ��ntract For your r�#efe€��, khe links be�vw I�+clud�e ��n�, b�r nor all, af #he entiti�s in�l�d�d �r� ihi� �r��a�9: r < < ■ r •�■ L FJ h t��os:r.rwvrw. usa .��vr4o�al�ov�rnfn�nts Technical Response to RFP # 38-22 ESC Region 14 obo NCPA Page 60 of 60 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 EXHIBIT C- HE General Terms HealthEquity� General Terms and Conditions These General Terms and Conditions govern the provision of services to you, and your Affiliates designated in writing (individually and collectively, "Employer") and are an integral part of the agreement between Employer and HealthEquity, Inc., ("HQY"), which enters this agreement on its own behalf and on behalf of its Affiliates. HQY and Employer each may be referred to as "Party" or collectively as "Parties". An "Affiliate" is defined as any business entity or enterprise, which controls, is controlled by, or is under common control with, a Party. These General Terms and Conditions must be read in conjunction with all Schedules and Order Forms (collectively, the "AgreemenY'). BY SIGNING THE ORDER FORM REFERENCING THESE GENERAL TERMS AND CONDITIONS OR ACCESSING HQY'S EMPLOYER PORTAL OR USING ANY SERVICES, EMPLOYER AGREES THAT IT HAS READ THESE GENERAL TERMS AND CONDITIONS AND AGREES TO BE BOUND BY THE AGREEMENT. Notwithstanding anything to the contrary contained herein, if Employer has a relationship with a health plan or other administrative entity governing the provision of any Services, such Services (including any fees associated in connection therewith) will be governed and controlled by the terms of such relationship, and nothing herein shall be intended to conflict in any manner with such relationship. 1 General. 1.1 Services. Employer engages HQY, and HQY agrees to be so engaged, on the terms and conditions set forth in this Agreement to provide certain services (the "Services") as selected on Employer's online application or other mutually agreed to order form or documentation (each an "Order Form"). The Parties agree that HQY may provide the Services using different technology platforms and may also modify or change technology platforms in its discretion so long as the Services are provided, and HQY shall remain responsible to provide the Services, in accordance with the applicable Schedule(s). 1.2 Schedules. "Schedule" refers to each of the schedules attached to these General Terms and Conditions. HQY will also provide a copy of any applicable Schedule upon reasonable request by Employer. Each Schedule will: (i) describe the tasks to be performed by the Parties in connection with the Services outlined in that Schedule and (ii) include the fees and expenses associated with the Services outlined in that Schedule (to the extent not otherwise listed in the Order Form). The Order Form selecting the Services to be provided hereunder will designate the applicability of the Schedules (meaning that, if a particular Service is not identified on an Order Form between the Parties, that corresponding Schedule shall not apply for purposes of this Agreement). Employer shall cooperate on a timely basis with HQY and perform the activities reasonably required by HQY to enable HQY to fulfill its obligations and responsibilities under this Agreement. In the event of any conflict between these General Terms and Conditions and any Schedule or Order Form to this Agreement, the applicable Order Form shall control with respect to these General Terms and Conditions and any Schedule, and any Schedule shall control with respect to these General Terms and Conditions. 1.3 Employer Responsibility. Employer has exclusive responsibility for providing HQY with timely and accurate information and data as necessary for HQY to provide the Services. 1.4 Plan Administrator: Fiduciarv. With respect to employee benefit plans and programs subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Employer acknowledges and agrees that it is the "plan administrator" and "fiduciary" within the meaning of ERISA of such employee benefit plans or programs (each a "Plan" or, collectively, the "Plans") sponsored by Employer, and that HQY is an independent contractor engaged to perform the agreed upon Services in a non-fiduciary capacity. Employer must obtain the prior written consent of HQY to all references to HQY, or to its products or services, in all communications or documents pertaining to the Plan(s) prepared by Employer, or on Employer's behalf, unless the reference identifies HQY only as a service provider or the reference is required in an IRS Form 5500 or similar filing or document required by ERISA or the Internal Revenue Code of 1986, as amended (the "Code'). Without limiting the foregoing, in no event may Employer identify or refer to HQY as "administrator," "plan administrator," "plan sponsor," "fiduciary," "plan fiduciary," or any similar title. It is understood and agreed between HQY and Employer that any such written consent of HQY shall not be considered a representation that HQY has reviewed or approved the content of such communication or document except as to those matters set forth in this Subsection 1.4 for which consent is required. Employer has the sole responsibility to pay all fees or penalties arising from the Plans that are assessed by the Internal Revenue Service, the Department of Labor, and/or other federal, state, or local governmental agencies. 1.5 Implementation. HQY will provide Employer with an implementation plan and the Parties will work in good faith to implement the Services and other arrangements contemplated by this Agreement in accordance with the terms hereof and applicable laws and regulations. Each of the Parties will designate an employee to facilitate and manage the General Terms and Conditions (v 20240923) - Confidential Page 1 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 implementation in order to provide services to employees of Employer. If Employer makes changes to its eligibility file after implementation has already been performed by HQY, thus requiring implementation to be reperformed, then HQY may charge a fee as specified in on the Order Form. Term. The term of this Agreement shall begin on the date set forth in the applicable Order Form or, in the event that a date is not specified in an applicable Order Form, the date that HQY receives eligibility or contribution information related to Employer's employees (the "Effective Date") and continue until the expiration or earlier termination of all Schedules. Communications and Relationship Management. 3.1 HQY contact desianation. HQY will designate a contact or team responsible for responding to inquiries and requests made by Employer. 3.2 Emplover communications. Employer will provide HQY with a list of personnel duly authorized to receive and furnish information or instructions ("Employer Communication") and HQY may, without further review or verification, honor or act upon any Employer Communication. 3.3 Notices. Except for invoices and billing-related communications, any notices required or permitted to be given by one Party to the other under this Agreement shall be deemed given when (i) hand delivered and acknowledged, (ii) sent by certified or registered mail, or (iii) sent by overnight carrier, as listed below: If to HQY: If to Employer: HealthEquity, Inc. The address as listed on the Order Form Attention: General Counsel 121 West Scenic Pointe Drive Draper, UT 84020 Email communications are also acceptable so long as (A) the notice is signed and provided as a letter attachment to the email (not just as text in the email, unless otherwise permitted for a particular notice under this Agreement) and (B) the written communication is subsequently and timely delivered in accordance with subsections (i)-(iii) of this Section. Either Party may update its contact information or address for receipt of notices under this Section by providing prior written notice of such change(s) to the other Party. 4 Representations and Warranties; Disclaimer. 4.1 Applicable Laws. For purposes of this Agreement, "Applicable Law" means laws, regulations, rules or orders of the applicable government agency or jurisdiction to the extent such laws, regulations, rules or orders apply to the relevant Party in the performance of its obligations under the Agreement. Additionally, "Data Privacy Law" means all laws, rules, regulations, governmental requirements, codes as well as international, federal, state, and provincial laws applicable to Personal Information, and "Personal Information" means any information related to an identified or identifiable person. 4.2 Full Power and Authoritv. Each Party represents and warrants to the other Party that (i) it has the full right, power, and authority to enter into and perform its obligations under this Agreement, and (ii) no other contractual obligation exists that would prevent Employer from entering into this Agreement or performing its obligations under this Agreement. 4.3 HQY Warranties. HQY represents and warrants that (i) it will perform the Services in a workmanlike manner, using reasonable skill and care; (ii) it has all material permits and licenses required for it to operate its business and to perForm the Services; and (iii) it can and shall comply in all material respects with Applicable Law perForming its obligations under this Agreement. 4.4 Emplover Warranties. Employer represents and warrants that (i) it has complied and will continue to comply with Applicable Law, including applicable Data Privacy Law, in performing its obligations under the Agreement; (ii) all information provided by Employer to HQY has been, and will continue to be, collected and processed in accordance with notice, consent and other requirements of applicable Data Privacy Law; (iii) all information provided by Employer to HQY is accurate, complete and up-to-date; and (iv) it has, and will continue to have, the right to transfer, or provide access to, the Personal Information to HQY and its subprocessors, for processing consistent with the purposes contemplated in the Agreement and such processing will not breach applicable Data Privacy Law. 4.5 DISCLAIMER. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 4, AND, EXCEPT AS SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR General Terms and Conditions (v 20240923) - Confidential Page 2 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 PURPOSE. Termination and Survival. 5.1 Termination. Either Party may terminate this Agreement immediately upon written notice delivered to the other Party, if at any time (i) the other Party fails to comply with any of its obligations under this Agreement in any material respect, and such Party does not cure such non-compliance within 30 days of receiving written notice of such failure; (ii) the other Party has appointed for it a receiver, a general assignment is made for the benefit of the other Party's creditors, or a bankruptcy proceeding has been commenced with respect to the other Party, or (iii) any representation made or information provided by the other Party is false or misleading in any material respect when made or provided. 5.2 Termination for Convenience. Any Schedule to this Agreement can be terminated for convenience and without cause in accordance with the Termination for Convenience Provision set forth in each Schedule, as applicable. The Parties acknowledge that attempting to terminate a Schedule or the Agreement for convenience prior to the time permitted in the applicable Schedule shall be a breach of the Agreement. 5.3 Effect of Termination; Survival. If this Agreement is terminated, then each Schedule then in effect will also terminate. Notwithstanding anything to the contrary contained herein, Sections 1(General), 6(Invoicing; Fees), 7(Confidentiality), 9(Intellectual Property), 10 (Indemnification; limitation of liability), and 11 (Miscellaneous provisions) of these General Terms and Conditions will continue to apply after the expiration or termination of this Agreement or any Schedule hereto. Invoicing and Fees. 6.1 Fees and Expenses. Employer shall pay all fees and expenses that are set forth in each Order Form or Schedule. 6.2 Taxes. The fees set forth in this Agreement are exclusive of applicable taxes. Each Party shall be responsible for its own income and gross receipt taxes. Employer shall be responsible for and shall promptly pay or reimburse HQY for the payment of all sales, use, excise, ad valorem, value-added and other similar taxes, assessments or duties imposed by any government agency (including any interest and penalties imposed thereon if HQY has provided Employer reasonable notice, of such applicable taxes prior to any assessment or accruing of interest or penalties) that are based on any Services provided by HQY pursuant to this Agreement. 6.3 Invoices and Pavment. HQY shall invoice Employer for all amounts due under this Agreement on a monthly basis. Payment for invoices shall be due and payable by Employer as set forth on the Order Form. Any amounts not paid on or before their due date shall incur interest until paid at the rate equal to the lesser of the rate specified on the Order Form or the maximum amount allowed by law, prorated for any partial month. Confidentiality. 7.1 In the general course of implementing this Agreement and providing the Services, each Party may disclose information that is considered confidential and proprietary to such Party ("Confidential Information"). Unless permitted in writing by the Party whose Confidential Information is disclosed, all Confidential Information disclosed by a Party is to be considered strictly confidential and the receiving Party shall use reasonable commercial efforts to maintain the disclosing Party's Confidential Information as strictly confidential and to require their respective officers, directors, employees and agents to maintain the confidentiality of such information. These obligations shall not apply, however, to any information which (i) is already in the public domain at the time of disclosure or later becomes available to the public through no breach of this provision; (ii) was, as between the recipient and the disclosing Party, lawfully in the recipienYs possession prior to receipt from the disclosing Party without obligation of confidentiality; (iii) is received by the recipient independently from a third party free to lawfully disclose such information to the recipient; or (iv) is subsequently independently developed by the recipient as evidenced by its business records. 7.2 Notwithstanding the foregoing, each Party shall have the right to disclose and disseminate Confidential Information to third parties as required by law or by a court order, provided that prior to any such disclosure or dissemination, the Party disclosing or disseminating the confidential information shall notify the other Party and the other shall have the opportunity, at its own cost, to contest such disclosure or dissemination by appropriate proceedings. HQY shall also have the right to disclose Confidential Information to its service providers as allowed by law and to the extent necessary to provide the Services, offer Service enhancements or education to Employer, or otherwise fulfill the terms of this Agreement. This provision supersedes all prior non-disclosure or confidentiality agreements entered into between the Parties, which are hereby terminated and of no further force or effect. Data Security and Business Continuity. Safeauards. At all times that HQY has access to Personal Information received from or on behalf of Employer, HQY will maintain reasonable safeguards, including a business continuity and disaster recovery plan, in accordance with the Data Security Addendum, attached hereto as Annex 1. Intellectual Property. 9.1 No Waiver of Riqhts. By entering into this Agreement, neither Party in any way agrees or implies that it is waiving any property rights it has in software, processes or other intellectual property belonging to it, its subsidiaries or Affiliates, General Terms and Conditions (v 20240923) - Confidential Page 3 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 including but not limited to rights accruing by virtue of applicable federal, state, or common law protections for copyright, patent, trade secret, trademark and/or service mark rights. In the event either Party discovers a violation of such proprietary rights, that Party, for itself and on behalf of its subsidiaries and Affiliates, expressly reserves the right to seek or pursue in an appropriate state or federal court all available remedies for the infringement of such rights. 9.2 HQY's Materials. HQY may provide to Employer material related to the Services. Any materials provided by HQY to Employer or its agents are copyrighted property of HQY and shall not be reproduced or modified by Employer without the prior written consent of HQY. Employer recognizes that HQY owns certain trademarks, service marks, logos and trade names ("HQY Marks') that identify HQY's products and services. Employer acknowledges that it has no ownership right or interest in the HQY Marks and that it will not use the HQY Marks without prior written permission. 9.3 Retention of Ownership. HQY retains ownership in all intellectual property of HQY used in the provision of Services and any custom development by HQY for use by Employer or its employees shall be the intellectual property of HQY. 9.4 Permission to Use. HQY recognizes that Employer owns certain trademarks, service marks, logos and trade names ("Employer Marks") that identify Employer's products and services. HQY acknowledges that it has no ownership right or interest in Employer Marks and that it will not use Employer Marks except as expressly contemplated by this Section 9.4 or otherwise with Employer's prior written consent. Employer hereby grants permission to HQY to use Employer's Marks in connection with Services provided pursuant to this Agreement. HQY may also, with the prior written consent of Employer, use Employer Marks for marketing and promotional materials. Employer will provide or make available to HQY approved formats and any guidelines for use of Employer's Marks, and the trademarks shall be used only consistent with the supplied formats and guidelines. 10 Indemnification; Limitation of Liability. 10.1 HQY Indemnitv. HQY shall defend, indemnify and hold harmless Employer, Employer's Affiliates and all of Employer's (and Employer's Affiliates') directors, officers, employees and agents (the "Employer Group") from and against all claims, liabilities, losses, damages and expenses, including attorneys' fees (collectively "Losses") asserted by any party who is not a Party to this Agreement to the extent caused by HQY's breach of this Agreement, negligence or willful misconduct; provided, however, that HQY shall not defend, indemnify or hold the Employer Group harmless for Losses, in each case to the extent arising out of Employer's breach of this Agreement, negligence, or willful misconduct. Notwithstanding any other provision of the Agreement, HQY will not be responsible for claims, Losses or liabilities resulting from: (i) acts or omissions based on instructions or directions received from Employer and its agents, representatives, or employees; (ii) errors caused by incomplete, inaccurate or untimely information provided by Employer and its agents, representatives or employees; or (iii) failure of Employer to perForm its obligations as required by this Agreement. 10.2 Emplover Indemnitv. Employer shall indemnify and hold harmless HQY, its Affiliates and all directors, officers, employees and agents of HQY and its affiliates (the "HQY Group") from and against all Losses asserted by any party who is not a Party to this Agreement, and arising out of Employer's breach of this Agreement, negligence or willful misconduct or arising out of any other cause related to this Agreement; provided, however, Employer shall not be obligated to defend, indemnify or hold the HQY Group harmless for Losses to the extent such losses are caused by HQY's breach of this Agreement, negligence or willful misconduct. 10.3 Notification and Defense. The Party seeking indemnification under this Agreement (the "Indemnified Party°) shall give the Party responsible for indemnification (the "Indemnifying Party") written notice of each claim, if any, promptly after the Indemnified Party's first knowledge thereof. The Indemnifying Party may direct the defense of its interests; provided, however, the Indemnified Party is entitled to retain counsel to provide for its own defense unless or until provided reasonable notice by the Indemnifying Party of its intent to direct the defense. 10.4 Limitation of Liabilitv. Except for damages incurred or arising out of or due to gross negligence, willful misconduct or fraud of the other Party, the aggregate liability of either Party to the other Party from any and all actions relating to the subject matter of this Agreement shall not exceed fees actually paid by Employer to HQY under this Agreement in the twelve months preceding the date on which the cause of action arose. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IN THE EVENT THAT IT IS ADVISED OF THE POSSIBILITY THAT SUCH DAMAGE MAY ARISE, OCCUR OR RESULT. 11 Miscellaneous Provisions. 11.1 Entire Aareement. This Agreement, including any Order Forms, Schedules, annexes, and attachments hereto, sets forth the entire understanding of the Parties and supersedes any and all other agreements, either oral or written, between the Parties with respect to the subject matter hereof (including any non-disclosure or confidentiality agreements entered into between the Parties), and no other agreement, statement or promise relating to the subject matter of this Agreement will be valid or binding. Unless otherwise indicated, this Agreement supersedes and replaces any prior agreement between the Parties (including participating Affiliates of the Parties. 11.2 Headinas. The section headings contained in this Agreement are supplied for convenience and reference purposes only and shall not affect the meaning or interpretation of the terms. General Terms and Conditions (v 20240923) - Confidential Page 4 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 11.3 Amendments. Amendments. Except as otherwise set forth in this Section, all amendments to this Agreement may only be made in writing and signed by authorized personnel of the Parties. Notwithstanding the foregoing, to the extent specifically required to comply with prospective changes in applicable laws, regulations, rules, or guidance, or when specifically required by the Internal Revenue Service ("IRS"), Department of Labor ("DOL"), or other regulatory authority, HQY may amend the Agreement by providing written notice of such amendment to Employer (an "Amendment Notice"). Such amendment shall be effective upon receipt of the Amendment Notice or such other date specified in the Amendment Notice. 11.4 Waiver. The failure by a Party to exercise any right or obligation shall not be deemed to be a waiver of such right or obligation. 11.5 Severabilitv. If any portion of this Agreement shall, for any reason, be invalid or unenforceable, such portion or portions shall be ineffective only to the extent of such invalidity or unenforceability, and the remaining portion or portions shall nevertheless be valid, enforceable and of full force and effect. 11.6 Third Partv Sender. To the extent applicable as a Third Party Sender under National Automated Clearing House Association ("NACHA") rules and regulations, Employer acknowledges and agrees that HQY must perform a certain level of due diligence on Employer and that part of such diligence requires that Employer make certain representations and warranties in order for HQY to be able to originate ACH transactions on Employer's behalf. Accordingly, Employer (i) authorizes HQY to originate transactions on Employer's behalf, (ii) agrees to be bound by applicable NACHA rules, (iii) agrees not to originate transactions that violate U.S. laws, and (iv) agrees to provide written notice to HQY if there are any restrictions on the type of transactions that may be originated and, if there are, to describe such restrictions. Employer further acknowledges and agrees that in addition to other termination rights outlined herein, HQY has the right to terminate or suspend the Services if Employer violates any applicable NACHA rules. Employer additionally acknowledges and agrees that HQY and the originating depository financial institution have the right to audit Employer's compliance with the NACHA Rules and the terms of this provision with reasonable notice, during normal business hours. 11.7 Professional Advice. Although HQY may provide technical or other assistance on issues related to this Agreement, or to health savings accounts, flexible spending accounts, healthcare reimbursement arrangements and other services in general, HQY is not providing and cannot give Employer or any employee thereof legal, tax, financial, or other professional advice. Employer agrees that it is not relying on HQY or any of its Affiliates for any such advice and is not expecting HQY to provide professional advice to its employees. Employer is solely responsible for the selection and engagement of HQY to provide services on its behalf and for ensuring Employer's compliance with applicable law. 11.8 Assianment. Either Party may assign this Agreement (or any applicable Schedule) to any Affiliate or as part of the sale of any substantial portion of its assets, or pursuant to any merger, consolidation or other reorganization, without the other Party's prior written consent. Otherwise, neither Party may assign its rights and responsibilities under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 11.9 Force Maieure. Neither Party shall be liable for any damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions (including the denial or cancellation of any necessary license), wars, strikes, insurrections, infectious disease outbreaks and/or any other cause beyond the reasonable control of the Party whose perFormance is affected. 11.10 Beneficiaries. No third parties shall have the benefit of or any rights under any of the provisions of this Agreement. 11.11 Governina Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without giving effect to its conflicts of law provisions, to the extent not governed or interpreted in accordance with federal law or regulations. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of, and venue in, the federal and/or state courts in the State of Utah, and the appropriate courts of appeal from such courts, for determining any dispute concerning the Agreement. General Terms and Conditions (v 20240923) - Confidential Page 5 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Schedule A Health Savings Accounts (HSAs) This HSA Schedule is incorporated into and made a part of the Agreement. Capitalized terms used in this HSA Schedule, but not defined herein, shall have the meanings ascribed to them in the Terms and Conditions to the Agreement. Clari�cation of roles, relationships, and applicable law. 1.1 Roles and Relationships. Employer is the sponsor of a high deductible health plan ("HDHP") that is compatible with health savings accounts ("HSAs°), as defined in §223 of the Internal Revenue Code ("Code"). Employer, as permitted by DOL FAB 2004-01 and 2006-02, desires to (i) facilitate the opening of HSAs for or on behalf of eligible employees (each, an "Account Holder"), (ii) make Employer contributions and forward employee payroll reduction contributions to HSAs owned by Account Holders, and (iii) pay certain fees related to HSA implementation and maintenance. HQY is an IRS authorized non-bank trustee operating as a custodian of HSAs in accordance with the provisions of Code §223(d)(1)(B) and Employer has selected HQY as its preferred custodian for Account Holders. 1.2 ERISA. It is the intent of the Parties that HSAs will (i) not be administered as, or otherwise considered, an employee benefit plan subject to the Employee Retirement Income Security Act of 1974 as amended ("ERISA"), and (ii) not be a part of the HDHP. The assets held in custody by HQY in HSAs, or in connection with HSAs, shall not be plan assets subject to the provisions of ERISA. In order to avoid the implication that Employer has fiduciary obligations with regard to HSAs and other ERISA implications, Employer agrees to limit its involvement with HSAs in accordance with DOL FAB 2006-02, and Employer will take no action that will or could arguably cause an HSA to become subject to ERISA. 1.3 Direct relationship with Account Holders. HQY provides HSA custodial services directly to Account Holders, subject to applicable federal and state laws and regulations, and pursuant to the terms of a Custodial Agreement that governs the relationship between HQY and each Account Holder. Custodial services are overseen by the IRS and other regulatory authorities, and are not subject to Employer's oversight. Employer is not a party to the Custodial Agreement or a third-party beneficiary thereof, and nothing in this Agreement will affect, modify, or amend the terms governing the services provided by HQY to Account Holders or to account holders in general. 1.4 GLBA. HQY and HSAs are subject to the privacy and security protections of the Gramm-Leach-Bliley Act and applicable state laws (collectively, "GLBA") and HQY is required by GLBA to safeguard each Account Holder's nonpublic personal information ("NPI"), which includes information HQY collects or generates in the course of offering custodial services to an Account Holder, including Account Holder information collected by Employer and transmitted to HQY pursuant to the Agreement. HQY may disclose NPI to Employer only when permitted under GLBA. For the avoidance of doubt, Personal Information provided by or through an employer, health plan or health insurer to HQY (in its capacity as an HSA custodian) for HSA-related purposes is not provided as a plan service under the BAA (as defined below). Rather such Personal Information constitutes account information subject to GLBA and is not considered HIPAA protected health information ("PHI"). 1.5 HIPAA and intearated claims. Account Holders often desire to view and use adjudicated medical, dental, vision, pharmacy, and/or behavioral health claim information (including data that would constitute protected health information in the hands of a covered entity or business associate) ("Claims Data") in connection with their HSAs for convenient payment, reimbursement, current and long-term distribution substantiation, and other tax or personal recordkeeping purposes. Likewise, employers often seek to facilitate the sharing of such information with HSAs to enhance the value of HSAs for their employees. If Employer elects the optional feature whereby Claims Data are integrated with HSAs, HQY, operating as a business associate under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and the regulations promulgated thereunder (together, "HIPAA") (and not in its capacity as a custodian of HSAs) and in accordance with the Business Associate Agreement that is linked and incorporated into the Agreement (the "Business Associate AgreemenY'), will (i) receive and maintain Claims Data from Employer's health plan, health insurer, or third party administrator; (ii) receive and process individual authorizations from Account Holders which permit disclosure of Claims Data to their respective HSAs; and (iii) disclose to the appropriate HSAs the Claims Data of Account Holders who have executed authorizations permitting such disclosure. Any Claims Data displayed on the HQY Portal for HSA related purposes are displayed pursuant to an authorization, not as a plan service subject to the terms of the Business Associate Agreement. 1.6 HIPAA and custodial services. Except as set forth in Section 1.5, data received by HQY in connection with its administration of HSAs will be received by HQY in its capacity as a custodian, and not as a business associate. Such data will be subject to the privacy and security protections of GLBA. HSA opening and maintenance. 2.1 Eliaibilitv file. From time to time, Employer will (directly or through an agent) either send an electronic file or upload to General Terms and Conditions (v 20240923) - Confidential Page 6 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 HQY's website (each, an "Eligibility File") information pertaining to: (i) employees who have submitted HSA applications through Employer's benefits enrollment system and instructed Employer to open HSAs on their behalf, or (ii) employees for whom Employer is requesting that HSAs be opened without the employees' affirmative consent. 2.2 HSA openina and maintenance. Based on the information provided in an Eligibility File, and subject to federal customer identification and "know your customer" requirements and restrictions (as defined by the USA PATRIOT Act), HQY will open and maintain HSAs for Account Holders under the terms of the Custodial Agreement. 2.3 Emplovee disassociation. Employer will include on the Eligibility File the name and termination date of any Account Holder who (i) has terminated employment with Employer, or (ii) is no longer eligible to contribute to an HSA. Upon receipt and processing of such updated Eligibility File, or a notice provided by an Account Holder, HQY will promptly disassociate the Account Holder from Employer in its systems. 2.4 Escheatment. HQY will be responsible to the Account Holder for HSA related escheatment as part of its custodial obligations. Contributions. 3.1 Sendinq of funds. Employer will forward Employer contributions, Account Holder payroll reduction contributions, and other contributions (such as those associated with a wellness program) to HQY as soon as administratively feasible and in a form and format agreed upon by the Parties. During the term of the Agreement, HQY shall be the exclusive administrator and custodian of HSAs to which Employer makes payroll reduction contributions. 3.2 Allocation file. Simultaneously with (or prior to) funds transmission, Employer will send information to HQY via an electronic file or through HQY's website that indicates how contributions should be allocated to Account Holders' HSAs, and will cooperate promptly and fully with HQY in connection with all required reconciliations or error corrections. HQY will have no liability for any file or funds not received by HQY, for any delay in transmitting funds, or for any error in allocating contributions to HSAs in reliance on data or instructions provided by Employer. 3.3 Postinq to HSAs. HQY will post contributions to HSAs within a commercially reasonable time after receipt of the allocation file and good funds. 3.4 Accelerated contributions. If Employer elects the optional Balance Booster�T"" feature, it will be provided in accordance with Schedule A-1 to this HSA Schedule (fee schedule included on the Schedule). 3.5 Non-forfeitabilitv of Emplover contributions. Employer contributions to HSAs are non-forfeitable and subject to rules restricting recoupment described in IRS Notice 2008-59, Q/A 23-25 and any relevant letters or guidance provided by the IRS. Term; Termination for convenience. 4.1 Term. The term of this Schedule shall begin on the Order Form Effective Date and continue through and including the Order Form Term (the "Initial Term"). This Schedule will thereafter automatically renew for additional 12 month terms unless either Party terminates this Schedule in accordance with Section 4.2. HQY may, in its sole discretion, continue to provide health savings account services to Account Holders if this Schedule is terminated for any reason. Notwithstanding the foregoing, if the entire Agreement is terminated at any time, the term of this Schedule shall terminate as of the date on which the entire Agreement is terminated. 4.2 Termination for convenience. Following the Initial Term, either Party may terminate this Schedule at any time, subject to providing 90 days' prior written notice. Fees. Employer agrees to pay the fees set forth below, except to the extent that Employer instructs HQY to charge the fees to Account Holders. The fees described in this Section 5 are in addition to fees charged directly to HSAs and other compensation that HQY receives on account of HSAs, as further described in the Custodial Agreement. 5.1 One-time implementation fee. Item Fee Project management; Creation and execution of test plan; Set forth in Order Form or provided by health plan, Coordination of marketing materials (not-including customization); retirement plan recordkeeper, or other administrative Sales su ort and trainin entit 5.2 HSA maintenance fees. If Employer undertakes to pay account maintenance or other fees for Account Holders, it will remain obligated to pay such fees so long as such Account Holder is not disassociated from Employer. Account Holders are the primary obligor General Terms and Conditions (v 20240923) - Confidential Page 7 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 for the payment of fees, and if Employer ceases to pay such fees, they will be charged to Account Holders. The monthly maintenance/administration fees for the Services under this Schedule shall be as set forth in the Order Form. 5.3 Fees charqed to Emplover for atvpical transactions. Item Fee Insufficient Funds for Contribution $20/ transaction e. ., failed ACH; bounced check Employer Contribution Refund $20/ transaction Re uest Manual Contribution Processin $20 er event no fee if instructions are submitted online or via electronic file Funding via ACH debit, PPD/direct Free de osit, checks Funding via Wire/ACH push $350 per year (unless Employer has 1,000 eligible employees or 500 accounts, in which case, the $350 fee is waived Premium-onl plans $250 5.4 File intearation fees. File integration enhances the overall experience through automating the way data is passed to HQY in connection with eligibility, payroll, and claim integration. File integration is available only if the applicable minimum threshold is met. File types Benefit eligible employee minimum threshold Implementation fee per file er file HSA contribution file 0 None Eli ibilit file 1,000 None Claims file 1,000 None • Pre-approved files which meet a specific criteria as outlined on the integrated file list will not incur an implementation fee. Custom files may incur an implementation fee not to exceed $2,500 per file. Employer's Implementation Manager or Account Manager can discuss exceptions. • All data sources must be engaged 90 days prior to the requested file's go-live date. Employer is responsible for introducing HQY to the data source contact. HQY will confirm the data source is able to pass the file in either HQY's standard format or an existing format HQY already receives from that data source. If a new mapping is required or an existing mapping has to be altered, the scope must be estimated and all applicable costs must be agreed upon before HQY will proceed. • HQY must have clean test files with valid test data from the data source a minimum of 30 days prior to the date the file is expected to be live in production (60 days prior to plan year start). • Benefit eligible employees are determined by taking total benefit eligible population minus any population that will not have access to choose a HQY product (e.g., any excluded employee locations). 5.5 Custom communications and materials. With respect to any communications or materials that are customized from, or different than, HQY's standard communications and materials, the Parties will agree to the form and contents of any such communications or materials. HQY may charge a fee of $250/hr for such customization work, unless authorized personnel of the Parties agree to a different fee in writing. General Terms and Conditions (v 20240923) - Confidential Page 8 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 (SCHEDULE A) Schedule A-1 Accelerated Contributions (Balance Booster�T"') This Schedule A-1 shall be incorporated into the Agreement and Schedule A- Health Savings Accounts (HSAs) only if selected in the Agreement or relevant Order Form. The Parties desire to enable Employer to make contributions to HSAs outside of the normal contribution cycle pursuant to HQY's program known as HSA Balance BoosterOO TM (the "Program"). This Schedule A-1 to the HSA Schedule (this "Schedule A-1") sets for the terms and conditions by which HQY will administer the Program. The program. 1.1 SetUp• Prior to initiating the Program and in advance of each calendar year, HQY shall provide a planned contribution file form (the "Planned Contribution File Form") to Employer. Employer will complete the form in accordance with HQY's instructions and the standard file specifications provided to Employer by HQY from time to time, setting forth the then- available features and options of the Program. The Program shall be designed, implemented and administered in accordance with the elections made in the Planned Contribution File Form delivered to HQY by Employer. HQY shall rely on the Planned Contribution File Form delivered by Employer in developing the systems and platform for the administration of the Program. Once delivered to HQY, the Planned Contribution File Form shall be an irrevocable election by Employer (for the calendar year identified in the form) for HQY to design, implement and administer the Program in accordance with elections made therein. HQY shall have no responsibility for liabilities, penalties, or claims that result from Employer's failure to provide timely and accurate Planned Contribution File Forms. Employer will deliver the Planned Contribution File Form to HQY at least weekly or in conjunction with the Eligibility File if an Account Holder must be added or removed from participation in the Program or the Annual HSA Balance Booster Amount of an Account Holder must be changed. "Annual HSA Balance Booster AmounY' shall mean, with respect to each Account Holder, the dollar amount of planned HSA contributions Employer shall make available to such Account Holder as a contribution to such Account Holder's HSA outside of the normal contribution cycle through the Program in a calendar year as conclusively set forth on the Planned Contribution File Form delivered to HQY by Employer from time to time. Employer shall promptly reimburse HQY for any costs incurred by the HQY as a result of any inaccurate, incomplete or erroneous data included in the Planned Contribution File Form. Employer shall provide HQY with timely, accurate and complete information regarding the methodology used by Employer to determine each Account Holder's Annual HSA Balance Booster Amount as well as where Account Holders may locate information regarding Employer's policies and procedures relating to the Program Information (collectively, "Program Information") in accordance with HQY's instructions and the standard file specifications provided to Employer by HQY from time to time. HQY will reasonably assist Employer in disseminating Program Information to Account Holders through the development of educational materials and when contacted by Account Holders regarding the Program. 1.2 Prefund Account. Employer shall fund a non-interest bearing account maintained by HQY from which all Advance Contributions (as defined below) shall be made (such account, the "Prefund Account"). Employer shall maintain a balance in the Prefund Account of not less than 4% of the aggregate Advance Available Amount of all Account Holders or such other amount as determined by mutual agreement of HQY and Employer from time to time (the "Required Amount"). HQY shall generate a bi-weekly invoice setting for the amount to be funded by Employer to replenish the Prefund Account to the Required Amount and reimburse HQY for any amounts advanced to the Prefund Account by HQY in respect of requested Advance Contributions made in excess of the available balance of the Prefund Account, which such amount shall be funded by Employer within 2 days of receipt of the invoice in accordance with the directions set forth therein. Notwithstanding anything to the contrary contained herein, HQY shall not be required to administer any Advance Contributions under the Program, if the balance of the Prefund Account is less than a requested Advance Contribution. If upon the termination or non-renewal of this Agreement there are any funds in the Prefund Account, HQY shall transfer such funds to an account designated to HQY by Employer in writing. 1.3 Administration. (a) Subject to the terms and conditions of this Schedule A-1 and pursuant to the Program, HQY shall administer the making of contributions by Employer to Account Holders' HSAs outside of the normal contribution cycle established by Employer (any such contribution, an "Advance Contribution"). The Program shall be initiated on a date mutually agreed to by HQY and Employer and shall run on a calendar year basis. Each Advance Contribution shall be funded from the Prefund Account and shall reduce the balance of the Prefund Account on a dollar for dollar basis. (b) Pursuant to the Program, each Account Holder may cause Employer to make an Advance Contribution from time to time to such Account Holder's HSA in an amount up to such Account Holder's Annual HSA Balance Booster Amount less any contributions made to such Account Holder's HSA by Employer (including any Advance Contributions) in the then current calendar year (such amount from time to time, the "Advance Available Amount"). In connection with any requested distribution by an Account Holder (whether via debt General Terms and Conditions (v 20240923) - Confidential Page 9 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 card, direct payment request to a service provider, direct distribution of funds held in the HSA to the Account Holder or otherwise) an amount of the Advance Available Amount equal to (a) the amount of such requested distribution, less (b) the then existing cash balance in such Account Holder's HSA, shall automatically be contributed to the Account Holder's HSA by Employer from the Prefund Account and applied to such requested distribution if (i) the amount of such requested distribution is greater than the then existing cash balance in such Account Holder's HSA, (ii) such Account Holder's HSA investment balance is zero or less, and (iii) the amount of such requested distribution is less than, or equal to, the sum of (aa) the then existing cash balance in such Account Holder's HSA, and (bb) the Advance Available Amount. (c) Following any Advance Contribution to an Account Holder's HSA, HQY shall first apply any regularly scheduled payroll contribution (whether an "employer contribution" or "employee contribution") to be made by Employer to such Account Holder's HSA to the Prefund Account, rather than such Account Holder's HSA, until the amount applied to the Prefund Account is equal to the aggregate amount of Advance Contributions made to the Account Holder, without duplication. Once an amount equal to the Advance Contribution made to such Account Holder's HSA has been funded to the Prefund Account, any and all additional payroll contributions shall be included in the Account Holder's HSA. For the avoidance of doubt, any contribution made by an Account Holder or a third party to the HSA by personal check or electronic funds transfer drawn will not be applied to the Prefund Account to offset outstanding Advanced Contributions. 1.4 Reaortinq. HQY shall make available to Employer regular reporting regarding the Program. 1.5 Emplover Rearesentative. Employer shall designate at least one authorized employee who has familiarity with Employer's HSA program that shall be HQY's primary point of contact in connection with the administration of the Program. Employer's other responsibilities and acknowledgments. 2.1 Employer shall ensure that each Planned Contribution File Form sent to HQY is timely, accurate, complete, and free of errors HQY shall not be liable for making a contribution to individuals who were erroneously designated by Employer as eligible to participate in the Program. 2.2 Employer shall notify HQY of new and terminated Account Holders, as well as any changes in Annual HSA Balance Booster Amounts. For terminated Account Holders, Employer will provide an Annual HSA Balance Booster Amount of zero (0) so that no further Advanced Contributions will be made. HQY is not liable for Advanced Contributions made after a termination date but prior to receipt of the update of the Annual HSA Balance Booster Amount to zero (0). 2.3 Employer shall be liable for any outstanding Advanced Contributions for Account Holders and terminated Account Holders. Employer shall determine its policy for seeking any repayment of outstanding Advanced Contributions. HQY will not be responsible for notifying or collecting from Account Holders any amount of the Advance Contributions. 2.4 Employer expressly acknowledges and agrees that (a) no services or communications provided by HQY in connection with the matters contemplated by this Schedule A-1, whether such services or communications where perFormed or provided before or after the implementation of the Program or execution of the Agreement, may be construed as tax, legal or financial advice, (b) Employer has consulted professional advisors in connection with the matters contemplated by this Schedule A-1, including without limitation the design, implementation and administration of the Program and recoverability of Advance Contributions, (c) HQY shall have no responsibility for collecting any Advance Contributions made to any Account Holder, and (d) Advance Contributions made to an Account Holder's HSA are not subject to forfeiture or claw back. 3 Fees. The following fees shall be paid by Employer in connection with the Program. • Implementation and maintenance fees. Item Fee Setup Fee — First year program implementation� $1,000 Annual Fee - End of each calendar year $500 * Any Program customizations (e.g., Balance Booster Enrollment file, communications) requested by Company will be considered and quoted on a case-by-case basis. Ongoing administration fees. Unless otherwise set forth herein, the fees for the Services under this Schedule shall be as set forth in the Order Form. 3.1 Other compensation. General Terms and Conditions (v 20240923) - Confidential Page 10 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Employer funds associated with the Program (including pre-funding) are deposited in an omnibus processing account with a federally insured financial institution until the funds are contributed to HSAs as defined by the Program. The account is titled "HQY Omnibus Account for the Benefit of Employers" (or similar title) and is subdivided as HQY determines appropriate to maintain separate records for each employer. Interest, if any, accrued in the account is retained by HQY as part of its compensation for administering the Program. General Terms and Conditions (v 20240923) - Confidential Page 11 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Schedule B Reimbursement Arrangements (RAs) This Reimbursement Arrangements (RAs) Schedule to the Agreement sets forth the services provided for HRAs, FSAs, and DCRAs (each defined below), and is incorporated into and made a part of the Agreement. Capitalized terms used in this RA Schedule, but not defined herein, shall have the meanings ascribed to them in the Terms and Conditions to the Agreement. Clarification of roles, relationships, and applicable law. 1.1 Roles and Relationships. Employer, operating as the sponsor of a health plan, "plan administrator" and "fiduciary" within the meaning of the Employee Retirement Income Security Act of 1974, as amended, desires to provide certain health related reimbursement arrangements and/or other work-related benefits to its eligible employees ("Participants"). HQY provides third party administration ("TPA") services for health reimbursement arrangements as defined in IRS Notice 2002-45 ("HRAs"), health flexible spending arrangements as defined in 26 USC § 125 and the regulations thereunder ("FSAs"), dependent care assistance programs as defined in 26 USC § 129 and the regulations thereunder ("DCRA"), and limited-purpose FSAs and post-deductible HRAs (each within the meaning of Rev. Rul. 2004-45). 1.2 Directed TPA. HQY shall operate as a directed third party administrator ("TPA") under the Agreement and this Schedule, and not as a plan administrator, plan fiduciary, or claims fiduciary. As such, Employer shall be responsible for the proper administration of the plan, the direction of HQY's activities in accordance with the plan documents, compliance with legal requirements applicable to the plan and its administration, and ensuring that the TPA services are accurately reflected in the plan documents. 1.3 HIPAA. Unless otherwise indicated, Participant data disclosed to or held by HQY under this Schedule is governed by or subject to the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and the regulations promulgated thereunder (together, "HIPAA"). As such, HQY shall operate as a business associate (as defined by HIPAA) to Employer or its health plan in the provision of TPA services to the plan. Participant data is considered HIPAA protected health information ("PHI") and subject to the protections set forth in the Business Associate Agreement entered between HQY and Employer, limited by applicable record retention requirements imposed by the IRS for tax advantaged accounts and arrangements. 2 Term; Termination for Convenience. 2.1 Term. The term of this Schedule shall begin on the Order Form Effective Date and continue through and including the Order Form Term (the "Initial Term"). This Schedule will thereafter automatically renew for additional 12 month terms unless either Party terminates this Schedule in accordance with Section 2.2. Notwithstanding the foregoing, if the entire Agreement is terminated at any time, the term of this Schedule shall terminate as of the date on which the entire Agreement is terminated. 2.2 Termination for Convenience. Following the Initial Term, either Party may terminate this Schedule at any time, subject to providing 90 days' prior written notice. 2.3 Susaension of Performance: Other Termination. The Parties acknowledge and agree that Employer's failure to pay the Fees for the TPA services when such Fees are due shall constitute a material breach of this Agreement and in addition to any other rights HQY has when such amount is due HQY may at its election, and without waiving its right to payment, cease perForming services under this Schedule until such Fees are paid or terminate the Agreement or this Schedule. 3 HQY duties. Plan setup • Provide a plan setup worksheet for Employer to choose among certain features and options, subject to availability on HQY's system. • For HRAs, provide a Summary of Benefits and Coverage (SBC) template to Employer, along with sample language. • Optional: Provide a basic plan document template to Employer, based on, among others, the features and options chosen. Such template is not customizable. Limitations • Employer is responsible for legal review and adoption of the plan in accordance to the requirements of applicable law. General Terms and Conditions (v 20240923) - Confidential Page 12 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 • HQY will not provide legal advice as to which options or features Employer may wish to implement or with respect to compliance with applicable law. Enrollment . HQY will instruct Employer on how to provide timely accurate and complete enrollment information (via file or portal). • Once such information is received, HQY shall send the welcome kit and debit card (if elected and available). The debit card may be sent under separate cover (if elected). • HQY is not responsible for sending privacy policies or notices related to reimbursement arrangements. Recording contributions • If DCRA is elected as a service, Employer shall provide HQY with each ParticipanYs DCRA elections, the corresponding payroll data, and any Employer contributions, so that HQY can create a proper account balance for the DCRA. DCRA payments are not released until funds are credited to the account. • For FSAs, HQY can record payroll contributions based on the payroll frequency provided by Employer. Individual account . HQY shall host a Participant accessible website to help Participants manage their management / Member Reimbursement Account online where they can, among other activities: Services a. access their account balance, distribution history, and transaction activities; b. review, enter and pay claims; c. update their email preferences; and d. download account servicing (e.g., distribution request) forms. • The website shall be made available 24/7 except for routine maintenance. Participants must have a computing device that is capable of using secure HTTP (HTTPS) to use the Participants-only area of the website. • HQY shall make available to Participants a 24/7 toll-free number (in the US) to access HQY Member Services Specialists. • HQY shall make available monthly statements to Participants to view and download from the website. There shall be a charge to Participants for paper statements. Distribution and use of plan . If the Employer elected, HQY shall send to Participants debit cards (debit cards optional), funds available with health FSAs and limited set of HRA plans) to access Reimbursement Account funds at merchants offering medical-related (including pharmacy, dental, and vision) qualified products and services. Whether the debit card can be used at any particular merchant depends on the merchanYs coding under the debit card processing system. • HQY shall make available a directed payment mechanism on the website whereby Participants can direct their funds to be paid to one or more service providers. Participants are solely responsible to: a. provide complete and accurate payee and identification so that payment can be properly credited by the provider; and b. ensure sufficient funds and time for HQY to make such directed payments. • Participants may request distribution of their funds by completing a claim form, together with the documentation required by law. a. All claim forms and supporting documents must be in English, or if not in English, accompanied by an English translation. HQY does not provide translation services. General Terms and Conditions (v 20240923) - Confidential Page 13 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 b. Participants shall receive distributions via electronic means at no cost to the Participants. Participants who request paper checks will be charged a fee per check. • If applicable thresholds are met, HQY shall provide a mechanism to securely receive adjudicated claims files from Employer's health plan(s). HQY shall populate Participants accounts with the claim data so that Participants may pay the patient responsibility portion of adjudicated claims directly from the account. • If ParticipanYs account balance is insufficient to pay all claims, debit card transactions will take priority over the competing demand for funds, followed by directed payments. • HQY will attempt to auto-substantiate card transactions using IRS approved methods. If auto-substantiation cannot be achieved, HQY will send a notice to Participant at 30 and 90 days after debit card use asking for documentation. • HQY does not turn off debit cards for failure to substantiate transactions, without a prior written directive from Employer. Employer is responsible for determining how to handle collection from Participants of any amounts that the Participant has not substantiated. Participant education . HQY shall make information available, either directly or through the health plan, to help Participants save and spend their account balances. This may include Employer specific educational programs and e-mail based messaging (subject to HQY having accurate e- mail addresses for e-mail distribution). Reports to Employer . HQY shall make reports available to Employer that include a summary roll-up of account transactions, a funding ledger, and claims detail, including overpayments. Escheatment • HQY will return unassociatable or unused funds related to plan or program services to Employer who shall be responsible for compliance with escheatment obligations (if any). If Employer is not able to, or declines to, accept returned funds, then Employer agrees that HQY will be entitled to the funds as part of its overall compensation for services. If HQY is not able to locate Employer, then HQY (the holder) will comply with applicable state unclaimed property laws regarding the funds, which may require HQY to escheat funds in the name of Employer (the owner) to the relevant state. Non-discrimination testing If Employer elects this service by providing written notice to HQY, HQY will run the test through a third party tool using the data provided by Employer. The tool provides basic recommendations for high-level plan adjustments to be made in order to keep the plan from being discriminatory. Employer considers the feedback and alters the plan accordingly. Employer is responsible for plan design and compliance. HQY does not monitor plan compliance matters. Employer duties. Program setup • Complete a plan setup worksheet for Employer to choose among certain features and options, subject to availability on HQY's system. Designate contact • Designate at least one employee as the primary contact who has familiarity with the Employer's benefits offering; the contact shall provide HQY with advance notice before any changes to the Employer's benefits offering become effective; the contact shall also be available to consult with HQY from time to time as reasonably necessary for HQY to provide the services described herein. For the avoidance of doubt, no change shall become effective unless and until accepted and programmed by HQY. Prepare and distribute • Ensure compliance with all requirements of ERISA, the Internal Revenue Code, and materials other applicable law, including maintaining plan documents and the preparation, distribution, and review of Summary Plan Description, Summary of Benefits and Coverage, and any other program materials to Participants. General Terms and Conditions (v 20240923) - Confidential Page 14 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Eligibility and contribution . Ensure that all eligibility and contribution data files that are sent to HQY or data entries Data made on HQY's system are timely, accurate, complete, and free of errors. • HQY will not be responsible for any liabilities, penalties, or losses due to data or information that is untimely, inaccurate, otherwise invalid. Employer shall pay HQY for all costs due to any inaccurate, incomplete or erroneous data. For example, if Employer enrolls individuals who are not eligible to participate in a Reimbursement Account, Employer shall pay HQY for (i) time and materials to collect any disbursements already made to such individuals (if legally permitted); (ii) notifications to affected individuals; and (iii) debit card cancellation fees. The monthly fees for such ineligible individuals are (a) still payable if not already paid, or (b) if paid, are not refundable or creditable against future invoices. Claim data • Ensure that its health plan(s) provide claim files that are timely, accurate, complete, and free of errors. • If disbursements are made because Employer or its delegates have provided information that is untimely, inaccurate, incomplete, or otherwise erroneous, Employer agrees that HQY is not responsible for recovering the funds from any payee. Payment of claims invoices • Employer is responsible for paying claim invoices. • If Employer does not pay an invoice, then HQY may take appropriate remediation efforts, such as (i) deactivating cards or (ii) terminating services. Funding • Employer shall timely provide to HQY all benefit claims funding amounts (including any pre-funding needed). Employer acknowledges and agrees that all benefits claim pre- funding amounts submitted by Employer to HQY: (i) shall be comprised of Employer's general assets; (ii) does not consist of Plan assets within the meaning of ERISA, without regard to whether ERISA applies, and is not otherwise subject to any restrictions; and (iii) shall not be segregated or set aside in a trust or escrow account by HQY. Employer agrees to pay HQY the entire amount delivered, or deliverable, to participants in all Plans or programs, regardless of whether Employer collects sufficient payroll deductions from Employer's participants. • Employer shall be solely responsible to ensure proper funding under the Agreement. • If it is determined that the amount of prefunding requested from the Employer is not sufficient, HQY may request additional prefunding. Legal compliance . Employer is responsible for compliance of its Plan with Applicable Law, including, without limitation, the review and approval of HQY's form documents and templates, and HQY's administration process as they relate to the Services provided with respect to the Plan. 5 Fees. Unless otherwise set forth herein, the fees for the Services under this 5chedule shall be as set forth in the Order Form. Employer has reviewed the fees and the compensation that HQY receives for these Services and determined that the compensation HQY receives is reasonable for the services it provides. Employer has further determined that each of the services is necessary for the establishment and maintenance of the RAs. • PPPM means per participant per month. HQY may give volume discounts based on Employer's account total. Fees are set at initial enrollment based on account volume. The Monthly Administration PPPM may be reset annually each February based on its ending January account volume. HQY charges only one PPPM fee even if a Participant has more than one FSA and/or HRA. This does not apply to an LPFSA coupled with an HSA. • For FSAs and HRAs, Employer will provide HQY with enrollment and full health plan claims data for the groups electronically on a regular basis. This provision does not apply to non-integrated FSA / HRA / DCRA. General Terms and Conditions (v 20240923) - Confidential Page 15 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 • All plan or account related fees, surcharges, or taxes imposed by law on the operation of the plan (e.g., MA Health Safety Net) will be invoiced to the Employer (i.e., plan sponsor). Timely payment of this amount is a condition precedent to services. • With respect to provision of cards, if Participants are provided with cards by HQY in the provision of the Services, the first three (3) cards are provided at no charge and any additional cards are provided at a charge of $5 each card. 5.1 Implementation Fees. Fees, if any, for implementation, project management, creation and execution of test plan, coordination of marketing materials (not-including customization), and sales support and training, shall be specified on the Order Form. 5.2 File intearation fees. File integration enhances the overall experience through automating the way data is passed to HQY in connection with eligibility, payroll, and claim integration. File types Benefit eligible employee threshold per file Implementation fee per file FSA deduction file 0 None Eligibility file 1,000 None 5.3 Custom communications and materials. The Parties will agree to the form and contents of any custom communications or marketing materials and the fees associated therewith, which may change from time to time. 5.4 Other compensation. Employer funds associated with the administration of HRA/FSA services (including pre-funding) are deposited in an omnibus processing account with a federally insured financial institution, titled "HealthEquity Omnibus Account for the Benefit of Employers" (or similar title). The account is not treated as a plan asset and is subdivided as HQY determines appropriate to maintain separate records for each employer. Funds deposited in the omnibus account are held in that account until benefit payments are made and the payments clear. Omnibus account balances earn interest at a rate determined by the depository institution (such earnings are referred to as "float earnings"). Float earnings are used first to pay fees associated with the account. HQY will retain any float earnings that remain after such fees are paid as part of its compensation for Services. If fees associated with the account exceed float earnings, HQY will be solely responsible for paying the excess over float earnings. HQY will provide information regarding float earnings as the Employer may reasonably request for the purpose of evaluating the reasonableness of HQY's compensation. Debit Cards. If Employer elects to offer a card program in connection with its Plan, HQY will administer the debit card as follows: 6.1 Provision of Cards. HQY will provide debit cards ("Card" or "Cards") to each participant. Depending on the program, additional Cards may be provided upon request for use by the participanYs spouse and/or dependents who are over 18 years of age, subject to charges (if any) set forth in the Agreement. 6.2 Card Services. HQY will update participant records, maintain account balance and deposit information, activate and deactivate Cards, respond to participant inquiries and provide appropriate notices of actions taken with respect to the Card. 6.3 Pavments. Card transactions will be withdrawn against a participanYs account and Employer shall reimburse HQY according to terms of Employer's funding arrangement or as otherwise agreed, as applicable. 6.4 Improper Card Usaqe/Fraud. Employer shall notify HQY immediately if Employer suspects or confirms any inappropriate or fraudulent Card usage. HQY will take reasonable action to investigate and resolve improper Card transactions that it becomes aware of in accordance with applicable law and regulations (e.g., by offsetting the ineligible expense against a proper expense). HQY may suspend a participanYs Card until such issue is resolved. If HQY cannot correct the improper use, it will notify Employer and Employer shall be responsible to correct the transaction by adopting such measures as are required by applicable law and regulations. 6.5 Lost or Stolen Cards. HQY agrees to cancel, as soon as reasonably practicable, a participanYs Card when the Card is reported as lost or stolen. HQY is not responsible for any transactions that occur prior to the request to cancel is received unless otherwise required in the applicable cardholder agreement. 6.6 Termination or Ineliaibilitv. HQY will deactivate a participanYs Card as soon as reasonably practicable after receipt of notice from Employer that a participant has been terminated or is no longer eligible to participate under the Plan. General Terms and Conditions (v 20240923) - Confidential Page 16 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 HQY is not responsible for any transactions that occur prior to the request to terminate is received. 6.7 Data Hostinq; Riqht to Use Data. All Card data resides on servers owned by or operated on behalf of HQY's service providers. Employer grants HQY and its service providers the right to receive, process and use such data to administer the Card program and provide related services to Employer and its participants, as well as the right to derive and use aggregate and statistical de-identified data obtained therefrom. 6.8 Grant of License. If applicable per the service agreement, Employer grants HQY and its service providers a non- exclusive, non-transferable, royalty-free license to use Employer's trademarks in connection with the Card program, in the forms and formats approved by Employer in connection with (i) the Card, (ii) periodic statements and (iii) participant communications regarding their accounts. The name of the financial institution that issues the Card, a website Uniform Resource Locator (URL) and a customer service phone number will be printed on each Card. General Terms and Conditions (v 20240923) - Confidential Page 17 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Schedule C Commuter Benefits HQY provides commuter benefits services through HQY's Affiliate, HealthEquity Commuter Services, Inc. ("HCS"). This Commuter Benefits Schedule to the Agreement sets forth the terms pursuant to which HCS will provide administration services for qualified transportation fringe benefits (as described in 26 USC 132(fl) that Employer offers to its eligible employees (the "Commuter Benefits"),and is incorporated into and made a part of the Agreement. Notwithstanding anything in this Schedule to the contrary, HQY (or any of its other Affiliates) may provide any portion of the Commuter Services in place of HCS. HCS Duties. Plan setup • Provide an implementation questionnaire plan for Employer to choose among certain features and options, subject to availability on HCS's system. • Complete all required setup on the applicable platforms. Limitations • Employer is responsible for the review and compliance of the Commuter Benefits with applicable law. • HCS will not provide legal advice as to which options or features Employer may wish to implement or with respect to compliance with applicable law. Eligibility • Instruct Employer on how to provide timely accurate and complete eligibility information. • Employer must provide eligibility according to the standard file specification for Commuter Benefits. Ongoing administration . HCS shall administer the Commuter Benefits using the applicable platform. • As part of the monthly services, HCS will: a. Provide a website through which members may place orders and review account details. b. Process eligibility files. c. Process and fulfill monthly commuter orders. d. Prepare payroll export file and monthly funding report. e. Process eligible reimbursement payments for cash reimbursement accounts. Customer service • HCS shall make available to members and staff a toll-free number (in the US) to access its Commuter Benefits service center. • Provide standard member communication materials in electronic format. Management reports • HCS shall provide online downloadable management reporting to Employer. Escheatment . HCS will return unassociatable or unused funds related to plan or program services to Employer who shall be responsible for compliance with escheatment obligations (if any). If Employer is not able to, or declines to, accept returned funds, then Employer agrees that HCS will be entitled to the funds as part of its overall compensation for services. If HCS is not able to locate Employer, then HCS (the holder) will comply with applicable state unclaimed ro ert laws re ardin the funds, which ma re uire HCS to escheat General Terms and Conditions (v 20240923) - Confidential Page 18 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 funds in the name of Employer (the owner) to the relevant state. 2 Employer Duties. Plan setup . Employer to complete an implementation questionnaire plan for Employer to choose among certain features and options, subject to availability on HCS's system. Designate contact . Employer shall designate at least one employee as the primary contact. • The contact must have familiarity with Employer's commuter benefits offering; the contact shall provide HCS with advance notice before any changes to the Employer's commuter benefits offering become effective; the contact shall also be available to consult with HCS from time to time as reasonably necessary for HCS to provide the services described herein. For the avoidance of doubt, no change shall become effective unless and until accepted and programmed by HCS. Provide data . Employer shall be responsible for providing accurate, complete and timely data, including delivery addresses for fulfillment of fare media if Employer has assumed sole responsibility for control of addresses. • HCS shall not be responsible for transit or other orders mailed to Employer-provided addresses that are inaccurate or otherwise invalid. Eligible employees . Employer shall notify HCS, or its designate, of new and terminated eligible employees according to the standard file specification. • A custom setup fee may apply if Employer cannot provide the data in the standard file specification required by HCS, or its designate. Funding • Employer is responsible for maintaining appropriate funding in a designated checking account from which HCS will pull on a monthly basis to cover monthly orders. • Employer hereby authorizes and directs HCS to pull the funds via ACH to cover the monthly orders and cash reimbursement payments contemplated herein. • Employer shall timely provide to HCS all funding amounts (including any pre-funding needed). Employer acknowledges and agrees that all benefits claim pre-funding amounts submitted by Employer to HCS: (i) shall be comprised of Employer's general assets; (ii) does not consist of Plan assets; and (iii) shall not be segregated or set aside in a trust or escrow account by HCS. Employer agrees to pay HCS the entire amount delivered, or deliverable regardless of whether Employer collects sufficient payroll deductions from Employer's participants. • Employer shall be solely responsible to ensure proper funding under the Agreement. • If it is determined that the amount of prefunding requested from the Employer is not sufficient, HCS may request additional prefunding. Legal compliance • Employer shall have sole responsibility for ensuring that the Commuter Benefits are provided in accordance with applicable law, including the accuracy and sufficiency of documents and notices concerning the Commuter Benefits. 3 Fees. Unless otherwise set forth herein, the fees for the Services under this Schedule shall be as set forth in the Order Form. Notwithstanding the foregoing, upon termination of this Schedule (or the Agreement) by Employer, or upon closure of a commuter account by Employer, HCS (or HQY) may charge an account closure fee of up to $25 per account. Item Fee If Employer makes changes to its eligibility file after implementation has already Up to $1,000 if the Employer has 500 been performed by HCS, thus requiring implementation to be reperformed, then benefit eligible employees or fewer at HCS mav charqe a fee as specified in this table. the time of the requested chanqes General Terms and Conditions (v 20240923) - Confidential Page 19 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 �� Up to $5,000 if the Employer has >500 benefit eligible employees at the time of the reauested chanaes. 4 Term and Termination. 4.1 Term. The term of this Schedule shall begin on the Order Form Effective Date and continue through and including the Order Form Term (the "Initial Term"). This Schedule will thereafter automatically renew for additional 12-month terms unless either Party terminates this Schedule in accordance with Section 4.2. 4.2 Termination for convenience. Following the Initial Term, either Party may terminate this Schedule at any time, subject to providing 90 days' prior written notice. 5 Debit Card. If Employer elects to offer a card program in connection with its Plan, HCS will administer the debit card as follows: 5.1 Provision of Cards. HCS will provide debit cards ("Card" or "Cards") to each participant. Depending on the program, additional Cards may be provided upon request for use by the participanYs spouse and/or dependents who are over 18 years of age, subject to charges (if any) set forth in the Agreement. 5.2 Card Services. HCS will update participant records, maintain account balance and deposit information, activate and deactivate Cards, respond to participant inquiries and provide appropriate notices of actions taken with respect to the Card. 5.3 Pavments. Card transactions will be withdrawn against a participanYs account and Employer shall reimburse HCS according to terms of Employer's funding arrangement or as otherwise agreed, as applicable. 5.4 Improper Card Usaae/Fraud. Employer shall notify HCS immediately if Employer suspects or confirms any inappropriate or fraudulent Card usage. HCS will take reasonable action to investigate and resolve improper Card transactions that it becomes aware of in accordance with applicable law and regulations (e.g., by offsetting the ineligible expense against a proper expense). HCS may suspend a participanYs Card until such issue is resolved. If HCS cannot correct the improper use, it will notify Employer and Employer shall be responsible to correct the transaction by adopting such measures as are required by applicable law and regulations. 5.5 Lost or Stolen Cards. HCS agrees to cancel, as soon as reasonably practicable, a participant's Card when the Card is reported as lost or stolen. HCS is not responsible for any transactions that occur prior to the request to cancel is received unless otherwise required in the applicable cardholder agreement. 5.6 Termination or Ineliqibilitv. HCS will deactivate a participanYs Card as soon as reasonably practicable after receipt of notice from Employer that a participant has been terminated or is no longer eligible to participate under the Plan. HCS is not responsible for any transactions that occur prior to the request to terminate is received. 5.7 Data Hostina; Riqht to Use Data. All Card data resides on servers owned by or operated on behalf of HCS's service providers. Employer grants HCS and its service providers the right to receive, process and use such data to administer the Card program and provide related services to Employer and its participants, as well as the right to derive and use aggregate and statistical de-identified data obtained therefrom. 5.8 Grant of License. If applicable per the service agreement, Employer grants HCS and its service providers a non- exclusive, non-transferable, royalty-free license to use Employer's trademarks in connection with the Card program, in the forms and formats approved by Employer in connection with (i) the Card, (ii) periodic statements and (iii) participant communications regarding their accounts. The name of the financial institution that issues the Card, a website Uniform Resource Locator (URL) and a customer service phone number will be printed on each Card. General Terms and Conditions (v 20240923) - Confidential Page 20 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Schedule D Lifestyle Accounts (LSAs) 1. Emplover's Resaonsibilities. Employer is the benefit program sponsor and administrator. As such, only Employer has the power to waive, alter, breach or modify any of the terms and conditions of the program ("Program"), and Employer exercises all discretion, control or authority with respect to the disposition of the available benefits. As such, Employer shall: a. Ensure that the summary Program descriptions, Program documents and any other documentation relating to the Program are appropriately completed, are in compliance with all applicable laws, and are appropriately and timely adopted; b. Provide HQY with a complete copy of all summary Program descriptions and Program documents for our reference in connection with the provision of Services, which shall, among other things: • Designate what expenses are eligible for reimbursement under the Program; • Specify what information must be included on a receipt and/or claim form submitted by a participant to verify whether an expense is eligible under the Program; and • Designate the frequency of reimbursements made to participants under the Program (e.g., monthly, quarterly, annually). c. Distribute summary Program descriptions, summaries of material modifications and any other Program documentation to participants on a timely basis; d. Determine which individuals are eligible to participate in Employer's Program and provide HQY with accurate eligibility data in the prescribed electronic data file format; e. Provide accurate and timely changes to participant eligibility data, including, but not limited to, information that modifies a participanYs eligibility or status (e.g., leaves of absence, termination), in the prescribed electronic data file format; f. Confirm the initial payroll claim reimbursement test file provided by HQY in a mutually agreed upon file format is compatible with Employer's designated payroll system. If multiple payroll claim reimbursement files are required (e.g., one file per Program if you have multiple Programs), additional fees may apply; g. Timely retrieve and process the data files made available by HQY from either the HQY website or a designated FTP site; h. Correct all errors in any data, files or other materials provided to us by you or on your behalf by your third party service providers. HQY do not audit data, files or other information provided by Employer or its third party service providers; i. Report any reimbursements made under the Program as taxable income for each participant; j. Timely pay all service fees; k. Provide participants with any required information if Employer elects to offer Run-Out under its Program. "Run-OuY' is the period after the close of the Program period during which a participant may submit claims for eligible expenses incurred during the immediately preceding Program period; I. Manage access to the employer portal of HQY's website by Employer personnel based upon Employer's internal confidentiality and HIPAA privacy policies and procedures; and m. Comply with all applicable laws with respect to Employer's Program and make any required filings with the appropriate governmental agencies, including the IRS. 2. Term and Termination. a. Term. The term of this Schedule shall begin on the Order Form Effective Date and continue through and including the Order Form Term (the "Initial Term"). This Schedule will thereafter automatically renew for additional 12-month terms unless either Party terminates this Schedule in accordance with Section 2(b). Notwithstanding the foregoing, if the General Terms and Conditions (v 20240923) - Confidential Page 21 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 entire Agreement is terminated at any time, the term of this Schedule shall terminate as of the date on which the entire Agreement is terminated. b. Termination for Convenience. Following the Initial Term, either Party may terminate this Schedule at any time, subject to providing 90 days' prior written notice. 3. HQY's Responsibilities. HQY has been engaged by Employer to provide certain administration services in connection with Employer's Program(s). Accordingly, Employer have authorized HQY to use its standard procedures for the provision of Services. HQY shall provide its Services in accordance with the framework of policies, interpretations, rules, practices and procedures as set forth in the Program documents, and as otherwise mutually agreed upon or as directed by Employer. HQY shall: a. Provide Employer with a set of electronic file specifications for the delivery of data to HQY; b. Process initial and ongoing eligibility data files submitted by Employer or on Employer's behalf by a third party service provider (e.g., payroll provider) in the prescribed electronic data file format; c. Make a payroll claims reimbursement file available to Employer for download from HQY's website or, if applicable, via a designated FTP site, in a mutually agreed upon electronic data file format on the frequency (e.g., weekly, bi- weekly, monthly) determined by Employer; d. Process claims received from participants; e. Administer Run-Out, if applicable, subject to ongoing payment of service fees; f. Provide Employer with access to HQY's website where Employer may: • View, access and download standard reports (e.g., eligibility reports, claims activity reports and payroll claims reimbursement reports); • View individual participant transactions; and • Access to HQY's online communications gateway and download standard electronic communication material at no additional charge. Customized items may be provided for an additional fee, plus charges for applicable bulk sales, taxes, shipping and handling; g. Provide client service representatives who are available to answer participant phone calls during HQY's normal customer service hours; h. Provide participants with 24/7 access (excluding scheduled maintenance) to HQY's website and interactive phone system, where participants can access information regarding their account; i. Participate in employee education meetings and benefits fairs for an additional charge; and j. Add Employer's logo and/or name on the participant website upon request. k. Escheatment. To the extent applicable, HQY will return unassociatable or unused funds related to plan or program services to Employer who shall be responsible for compliance with escheatment obligations (if any). If Employer is not able to, or declines to, accept returned funds, then Employer agrees that HQY will be entitled to the funds as part of its overall compensation for services. If HQY is not able to locate Employer, then HQY (the holder) will comply with applicable state unclaimed property laws regarding the funds, which may require HQY to escheat funds in the name of Employer (the owner) to the relevant state. 4. Fees. Except as otherwise specified in this Section 4, the fees for the Services under this Schedule shall be as set forth in the Order Form. General Terms and Conditions (v 20240923) - Confidential Page 22 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Schedule E COBRA Administration Services HQY provides COBRA administration services through HQY's Affiliate, WageWorks, Inc. ("WW"). This Schedule sets forth the COBRA administration services to be provided by VWV to Employer and are incorporated into the Agreement. Capitalized terms used in this Schedule, but not defined herein, shall have the meanings ascribed to them in the Terms and Conditions to the Agreement. Notwithstanding anything in this Schedule to the contrary, HQY (or any of its other Affiliates) may provide COBRA Services in place of WW. Employer has independently concluded that one or more of its group health plans are subject to the provisions of COBRA. 1 Definitions. For purposes of this Schedule, the following definitions are included in addition to those in the Agreement: 1.1 "Administrative User" means an employee of Employer who is authorized to access and use the COBRA Portal to administer COBRA benefits established by or on behalf of Employer. 1.2 "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and its associated regulations. 1.3 "COBRA ContinuanY' is a Qualified Beneficiary, or other individual, who has elected COBRA continuation coverage. 1.4 "COBRA Portal" means the VWV web-based software applications to which Employer and/or Qualified Beneficiaries are granted access. 1.5 "Covered Employee" means an employee of Employer who is eligible for group coverage under an Employer group health plan. 1.6 "Party" or "Parties" shall have the meaning given to it in the Agreement but shall also specifically include WageWorks, Inc. 1.7 "Qualified Beneficiary" means any individual specified in COBRA who is identified or confirmed by Employer as eligible to receive COBRA continuation coverage under an Employer group health plan. 1.8 "Services" means processing and administration of COBRA benefits by VWV for Employer under this Schedule. Relationship. 2.1 The Parties acknowledge and agree that this Schedule is solely between VWV and Employer, and is independent of any relationship that either VWV or Employer may have with an insurance carrier, third party administrator, benefits administrator, or any other third party. For purposes of this Schedule, the term "Employer" shall mean Employer in its capacity as plan sponsor of one or more group health plans or employee welfare benefit plans. 2.2 The Parties also acknowledge and agree that VWV shall have no responsibility for the funding of COBRA premium payments, or the payment of any claims under any of the Employer's group health plans and VWV's hereunder are solely those duties specifically undertaken in this Schedule. WW's obligations hereunder are subject to, and contingent upon, Employer's accurate and timely compliance with the duties set forth in Section 4. In all events, Employer is responsible for compliance with COBRA, state-specific continuation laws and all other applicable law, including with respect to all notices, communications, and other documents prepared and distributed by VWV, and WW's COBRA administration and state-specific continuation administration processes. VWU Duties. a. Conduct a welcome and implementation phone call with Employer to complete a program election questionnaire that includes Employer's COBRA program elections and desired COBRA Portal configurations. Program setup b. After all necessary information is received by VWV, VWV shall complete all required COBRA Portal configuration to match Employer's elections, provided, however, that VWV will identify all elections that it cannot configure and work with Employer to resolve the configuration. c. Provide Administrative Users with training on how to use the COBRA Portal. d. Educate Administrative User on available methods for Employer to submit data or files to the COBRA Portal, e.g., qualifying event files, Covered Employee files, etc. Available Employer file integration options are: (i) manual entry on the COBRA Portal, (ii) upload a file in an approved format (.csv, .txt, or .xlsx), and (iii) have a third-party benefits administrator send VWV a file in an approved format (.csv, .txt, or .xlsx). General Terms and Conditions (v 20240923) - Confidential Page 23 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Takeover of existing COBRA Continuants e. Support transition from prior administrator of existing COBRA Continuants who have elected COBRA continuation coverage. f. Send a welcome letter to COBRA Continuants explaining the transition of services to VWV, and payment coupons or invoices to COBRA Continuants. Open Enrollment Services, aenerallv. During implementation, Employer will be set up with the Partial Open Enrollment service, unless Employer otherwise elects the `standard' or'custom' options. If Employer elects the 'standard' or `custom Open Enrollment service, Employer shall provide written notification to VWV of its choice. g. Partial: i. Partial service applies to Employers that mail their own OE materials and process their own OE elections. ii. Employer must advise VWV of any required updates utilizing a mutually agreed method (i.e., WW's standard format or an existing format VWV already receives). iii. VWV will manage adding, updating or terminating plans; carrier and billing updates; and will produce and mail a rate change notice with the updated rates to Qualified Beneficiaries and COBRA Continuants (which, for clarity, includes pending COBRA Continuants) providing the applicable COBRA premium change for the Employer's plan(s)' next determination period. iv. Postage and additional printing fees may apply in some situations and will be disclosed to the Employer. Open Enrollment ("OE") v. For clarity, the Partial service does not include the fulfillment of the OE materials or processing of election forms. h. Standard: Standard OE shall include part (iii) of the Partial OE offering as well as the following: i. VWV updates, prints, and mails OE notifications on behalf of the Employer, up to 7 sheets of paper (double-sided), to Qualified Beneficiaries and COBRA Continuants (which, for clarity, includes pending COBRA Continuants). VWV will provide carrier and billing updates. ii. Postage and additional printing fees may apply in some situations and will be disclosed to the Employer. i. Custom: Custom OE shall include part (iii) of the Partial OE offering as well as the following: i. VWV updates, prints, and mails OE notifications on behalf of the Employer, up to 30 sheets of paper (double-sided), to Qualified Beneficiaries and COBRA Continuants (which, for clarity, includes pending COBRA Continuants). VWV will provide carrier and billing updates. ii. Special handling for division-based communications and/or custom inserts. Postage and additional printing fees may apply in some situations and will be disclosed to Employer. j. VWV shall provide the following ongoing monthly administration Services, as applicable: Provide a website (the COBRA Portal) through which Qualified Beneficiaries may view program communications, make benefit elections, and process COBRA premium payments; Ongoing monthly administration 2. Provide a website (the COBRA Portal) through which Employer may view program information, access reports, and take the following actions: • Allow Employer to manually enter qualifying events; and • View Qualified Beneficiary information, e.g., COBRA election status, communications mailed to the Qualified Beneficiary, and payment history; General Terms and Conditions (v 20240923) - Confidential Page 24 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 3. Receive and process qualifying event files and, if elected by Employer, General- Notice-of-COBRA-Continuation-Coverage-Rights file; 4. Provide general communications to Qualified Beneficiaries, and provide required notices to Qualified Beneficiaries (subject to receipt of timely and accurate information from Employer); 5. Process COBRA elections received by mail from Qualified Beneficiaries and elections entered by Qualified Beneficiaries on the COBRA Portal, and send COBRA premium payment coupons to COBRA Continuants; 6. Process monthly COBRA premium payments received via mail or via the COBRA Portal; 7. Remit COBRA premium payments monthly to the Employer (or Employer's insurance carrier, if such additional service is elected by Employer); 8. Process COBRA terminations (process includes applicable conversion notifications if Employer's plan allows a conversion policy); 9. Work with Employer and carriers to resolve any escalated issues; 10. Notify carriers of elections, terminations and coverage changes; and Unless expressly stated otherwise in an addendum to this Schedule, VWV shall not administer any plan-specific rules that VWV determines deviate from the minimum requirements under COBRA. k. If Employer requests for VWV to provide state-specific continuation coverage notices, other state-specific continuation services or wishes to offer COBRA benefits to non-qualified beneficiary populations (i.e. domestic partners, parents), Employer will notify VWV in writing and, if such state-specific services are offered by VWV, a separate, additional, schedule may be provided with additional fees applicable to such schedule. State-Specific Services Notwithstanding the foregoing, VWV reserves the ability to reject requests to comply with any plan-specific or state-specific requirements if the request would not be reasonably administrable within the parameters of WW's COBRA administration system, as determined by VWV in its sole discretion. I. VWV shall make available to Qualified Beneficiaries a toll-free number (in the US) to access its COBRA service center. As an accommodation and on a case-by-case basis, and unless otherwise directed by the Employer, VWV shall provide reasonable levels of assistance to Qualified Beneficiaries who have questions about or difficulties in obtaining coverage instated or reinstated by calling the applicable Plan or the applicable Plan's insurer. However, in all such cases, Customer service Employer is ultimately responsible for the instatement or reinstatement of coverage and for the terms of its Plan(s). WW reserves the right to refer Qualified Beneficiaries to Employer at any time for all questions related to coverage, including instatement or reinstatement of coverage by any insurer of any Plan(s). m. VWV shall make available to Qualified Beneficiaries a toll-free fax number (in the US). n. To the extent applicable, VWV will return unassociatable or unused funds related to plan or program services to Employer who shall be responsible for compliance with escheatment obligations (if any). If Employer is not able to, or declines to, accept returned funds, then Employer agrees that VWV will be entitled to the funds as part of its overall compensation Escheatment for services. If VWV is not able to locate Employer, then WW (the holder) will comply with applicable state unclaimed property laws regarding the funds, which may require WW to escheat funds in the name of Employer (the owner) to the relevant state. Employer Duties. General Terms and Conditions (v 20240923) - Confidential Page 25 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 a. Employer to provide all necessary information that includes Employer's COBRA program Program setup elections and desired COBRA Portal configurations, including open enrollment in accordance with Section 3. b. Employer shall designate at least one employee as the primary contact who has familiarity with the Employer's COBRA benefits program. The contact shall provide VWV with advance notice before any changes to the Employer's COBRA benefits program become effective and shall be available to consult with VWV from time to time as Designate contact reasonably necessary for VWV to provide the COBRA administration services described herein. For the avoidance of doubt, no change shall become effective unless and until accepted and programmed by VWV. c. Employer shall be responsible for providing VWV with accurate, complete and timely data. WW's responsibility for sending required notifications to Qualified Beneficiaries and Covered Employees (if elected) is contingent upon Employer providing VWV with accurate, complete, and timely information. Employer is responsible for correcting errors in all data sent to WW. d. To the extent that Protected Health Information ("PHI") (as defined in the HIPAA Regulations) is transmitted by Employer to VWV or the COBRA Portal, Employer shall make any such transmission in a secure and encrypted manner, and in accordance with HIPAA, and other applicable privacy rules and regulations. e. For any notice required by COBRA to be given to Covered Employees, or Qualified Beneficiaries, Employer shall provide all information required for WW to send the notices Provide data on behalf of Employer at least 7 business days prior to the date on which the notice is required to be given under COBRA. All such information must be provided to VWV by manually entering the information into the COBRA Portal or by uploading an appropriate file using the required file format (.csv, .txt, or .xlsx). f. Provide plan and rate information for the new plan year at least 60 days in advance of the date on which the updates will become effective. g. WW will not be responsible for any liabilities, penalties, or losses due to data or information that is untimely, inaccurate or otherwise invalid and Employer's indemnification obligations set forth in Section 10.2 of the Agreement shall apply with respect to any Losses asserted or arising from Employer's failure to provide VWV with accurate, complete and timely data. h. At least once annually, or more frequently if requested by VWV, Employer will provide Covered Employees � with its then current number of Covered Employees. i. Employer shall: (i) notify VWV when an Administrative User's access is terminated (i.e. termination of employment; (ii) keep Employer and Employer's Administrative Users' passwords used to access the COBRA Portal confidential and secure; (iii) prohibit Employer and Employer Administrative Users from attempting to gain unauthorized Employer access access to the COBRA Portal and all related systems or networks; and (iv) implement prudent management controls with respect to Employer and Employer's Administrative Users' access to and use of the COBRA Portal, which include segregation of duties among multiple Administrative Users and dual approvals for key activities. Fees. Unless otherwise set forth herein, the fees for the Services under this Schedule shall be as set forth in the Order Form and shall be paid by the Employer. VWV will invoice Employer directly on a monthly basis. 5.1 Implementation Fees. Item Fee Initial im lementation fee $0 fee waived General Terms and Conditions (v 20240923) - Confidential Page 26 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Employer shall provide a good faith estimate of the total number of COBRA eligibles, which is equivalent to covered lives, during each plan year's open enrollment period and shall, prior to commencement of each plan year, submit a copy of the health insurance invoices (e.g., medical, dental, vision and/or EAP, if applicable) to substantiate the COBRA eligible (covered lives) count. If Employer does not substantiate the COBRA eligible count prior to the commencement of a plan year, the COBRA eligible count shall be increased by 20% over the prior plan year. If the COBRA eligible count changes by more than 20% during a plan year, Employer shall promptly notify VWV and provide documentation necessary to substantiate such change. VWV shall adjust the COBRA eligible count as of the first benefit month following receipt of substantiation of the change in COBRA eligible count for calculation of fees. 5.2 COBRA Premium Pavment Fee: Other Compensation. a. VWV shall be entitled to collect an additional fee equal to 2% of the full COBRA premium amount, or 50% in the event that a COBRA ContinuanYs COBRA coverage is extended due to a disability determination ("COBRA Premium Surcharge°), for each COBRA Continuant each month. To the extent COBRA premium payments are processed via the COBRA Portal or via mail, VWV shall retain the COBRA Premium Surcharge. To the extent the Employer pays or subsidizes all or a portion of the COBRA premium payment, Employer shall pay VWV the COBRA Premium Surcharge for all amounts paid or subsidized by Employer. b. COBRA premium payments are collected and deposited in an omnibus processing account with a federally insured financial institution, titled "WageWorks Omnibus Account for the Benefit of Employers" (or similar title). The account is not treated as a plan asset and is subdivided as VWV determines appropriate to maintain separate records for each employer. Funds deposited in the omnibus account are held in that account until COBRA premium payments are either sent to the Employer or remitted to the carrier (if Employer has elected to receive and pay for carrier remission services) and the payments clear. Omnibus account balances earn interest at a rate determined by the depository institution (such earnings are referred to as "float earnings"). Float earnings are used first to pay fees associated with the account. VWV will retain any float earnings that remain after such fees are paid as part of its compensation for Services. If fees associated with the account exceed float earnings, VWV will be solely responsible for paying the excess over float earnings. VWV will provide information regarding float earnings as the Employer may reasonably request for the purpose of evaluating the reasonableness of WW's compensation. 5.3 O�en Enrollment Fees. Fees for Open Enrollment Services are as follows: O en Enrollment "OE" Fee Partial $8 per rate change notice mailed Plus the applicable annual set up fee set forth in the Order Form. Standard $15 per OE packet mailed Plus the applicable annual set up fee set forth in the Order Form. Custom $22 per OE packet mailed Plus the applicable annual set up fee set forth in the Order Form. Item General Notice of COBRA Continuation Coverage Rights (new hire letter) on form approved by Employer' State-specific Continuation Coverage Notices on form Premium remittance to insurance carriers"* Fee $3.00 per notice As set forth in the applicable schedule referenced for State-specific services in Section 3. $50 per carrier per month "If Employer does not opt in to purchase the General-Notice-of-COBRA-Continuation-Coverage-Rights service, but still accesses it and sends it via the COBRA Portal, Employer will be charged a$3.00 fee for each such General Notice of COBRA Continuation Coverage Rights (new hire letter) sent. General Terms and Conditions (v 20240923) - Confidential Page 27 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 All program customizations or special requests (e.g., custom qualifying event file, custom General-Notice-of-COBRA- Continuation-Coverage-Rights file, additional communications, custom reports, special mailings outside of HQY standard communications, etc.) requested by Employer will be evaluated and quoted on a case-by-case basis. Such program customizations and special requests will only be provided after Employer has accepted the quote. All requests to pull generated materials to prevent mailing will be subject to an additional fee of $7.00 per envelope. VWV reserves the right to pass through increased costs associated with USPS postal rate increases. All costs associated with requests to mail notices overnight or via express mail will be passed on to Employer in addition to cost of time incurred at $250/hour. 5.5 IRS and/or Department of Labor Audits. In the event of an audit by the U.S. Internal Revenue Service or U.S. Department of Labor, all associated time, copying, postage or other costs will be charged to the Employer on a time and expense basis, with time billed at the rate of $150/hour. Term and Termination. 6.1 Term. The term of this Schedule shall begin on the Order Form Effective Date and continue through and including the Order Form Term (the "Initial Term"). This Schedule will thereafter automatically renew for additional 12-month terms unless either Party terminates this Schedule in accordance with Section 6.2. Notwithstanding the foregoing, if the entire Agreement is terminated at any time, the term of this Schedule shall terminate as of the date on which the entire Agreement is terminated. 6.2 Termination for convenience. Following the Initial Term, either Party may terminate this Schedule at any time, subject to providing 90 days' advance written notice. 6.3 In addition to the termination rights set forth in the Agreement, VWV may terminate this Schedule upon the occurrence of any of the following: 6.3.1 Misuse of the COBRA Portal; 6.3.2 Failure by Employer to pay fees when due; and 6.3.3 Failure to provide timely, accurate, and complete data in the agreed upon-format. General Terms and Conditions (v 20240923) - Confidential Page 28 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Schedule F Direct Billing Services HQY provides direct billing services through HQY's Affiliate, WageWorks, Inc. ("VWV"). This direct billing Services Schedule sets forth the direct billing services to be provided by VWV to Employer and is incorporated into and made part of the Agreement. Capitalized terms used in this Direct Billing Services Schedule, but not defined herein, shall have the meanings ascribed to them in the Terms and Conditions to the Agreement. Notwithstanding anything in this Schedule to the contrary, HQY (or any of its other Affiliates) may provide direct billing Services in place of VWV. 1 Definitions. 1.1 "DB Administrative User" means an employee of Employer who is authorized to access and use the Direct Billing Portal to manage direct billing benefits established by or on behalf of Employer. 1.2 "DB ParticipanY' is an employee or former employee of Employer who Employer has indicated to VWV is eligible for direct billing services. 1.3 "Direct Billing Portal" means all web-based software applications to which Employer and/or DB Participant are granted access in connection with the direct billing Services. 1.4 "Services" means direct billing related benefits administered by VWV for Employer under this Direct Billing Schedule. Relationship. 2.1 The Parties acknowledge and agree that this Schedule is solely between VWV and Employer, and is independent of any relationship that either VWV or Employer may have with any insurance carrier, third party administrator, benefits administrator, or any other third party. For purposes of this Schedule, the term "Employer" shall include Employer in its capacity as plan sponsor of one or more group health plans or employee welfare benefit plans. 2.2 Employer acknowledges and agrees that VWV's obligations hereunder are subject to, and contingent upon, Employer's accurate and timely compliance with the duties set forth in Section 4. In all events, Employer is responsible for compliance with applicable law (including the Consolidated Omnibus Reconciliation Act of 1985, as amended) and the review and approval of VWV's Direct Billing documents and templates, and WW's Direct Billing administration process. 2.3 The Parties also acknowledge and agree that VWV shall have no responsibility for the funding of any premium payments on behalf of DB Participants. VW1/ Duties. a. Conduct a welcome and implementation phone call with Employer to complete a program election questionnaire that includes Employer's Direct Billing program elections and desired Direct Billing Portal configurations. b. After the completed and executed program election questionnaire is received by VWV, Program setup �N�N shall complete all required Direct Billing Portal configuration to match Employer's elections, provided, however, that VWV will identify all elections that it cannot configure and work with Employer to resolve the configuration. c. Provide DB Administrative Users with training on how to use the Direct Billing Portal. d. Educate DB Administrative User(s) on available methods for Employer to submit data or files to the Direct Billing Portal, e.g., Direct Bill Import & Changes Specification files. The Employer file integration available options for data submission are: (i) manual entry on the Direct Billing Portal, (ii) upload a file in an approved format (.csv, .txt, or .xlsx), and (iii) have a third-party benefits administrator send VWV a file in an approved format (.csv, .txt, or .xlsx). e. Support transition from prior administrator of existing DB Participants. f. Send a welcome letter to existing DB Participants explaining the transition of services to Takeover of existing DB �• Participants g. Send payment coupons to existing DB Participants. Direct Bill O en Direct Bill O en Enrollment Services enerall . Durin im lementation, Em lo er will be set General Terms and Conditions (v 20240923) - Confidential Page 29 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Enrollment ("DBOE") up with the Standard Open Enrollment service, unless Employer otherwise elects the `custom' option. During plan and rate renewal or such other time as directed by Employer, if Employer elects the `standard' or 'custom' OE Services, Employer shall provide written notification to WW of such election. h. Partial: i. Partial service applies to Employers that mail their own DBOE materials and process their own DBOE elections. ii. Employer must advise VWV of any required updates utilizing a mutually agreed method (i.e., VWV's standard format or an existing format VWV already receives). iii. VWV will manage adding, updating or terminating plans; carrier and billing updates; and will produce and mail an updated rate change notice and/or premium statement to the DB Participants providing the applicable premium changes for the Employer's plan(s)' next determination period. iv. Postage and additional printing fees may apply in some situations and will be disclosed to the Employer. v. For clarity, the Partial service does not include the fulfillment of the DBOE materials or processing of election forms. i. Standard: Standard DBOE shall include part (iii) of the Partial DBOE offering as well as the following: VWV will manage adding, updating or terminating plans, carrier billing updates, and will produce an updated premium statement to DB Participants announcing the applicable Direct Bill premium change for the Employer's plan(s)' next determination period. VWV updates, prints, and mails DBOE notifications on behalf of the Employer, up to 7 sheets of paper (double-sided), to DB Participants. WW will provide carrier and billing updates. Postage and additional printing fees may apply in some situations and will be disclosed to the Employer. � j. Custom: Custom OE shall include part (iii) of the Partial DBOE offering as well as the following: VWV will manage adding, updating or terminating plans, carrier billing updates, and will produce an updated premium statement to DB Participants announcing the applicable Direct Bill premium change for the Employer's plan(s)' next determination period. VWV updates, prints, and mails DBOE notifications on behalf of the Employer, up to 30 sheets of paper (double-sided), to DB Participants. VWV will provide carrier and billing updates. Special handling for division-based communications and/or custom inserts. Postage and additional printing fees may apply in some situations and will be disclosed to Employer. � Ongoing monthly administration k. VWV shall provide the following ongoing monthly administration Services, as applicable: 1. Provide a website (the Direct Billing Portal) through which DB Participants may view program communications, and process direct billing payments; 2. Provide a website (the Direct Billing Portal) through which Employer may view program information, access reports, and take the following actions: • Upload Direct Bill Import & Changes Specification files, or manually enter information about DB Participants; and • View DB Participant information, e.g., communications mailed to the DB Participant, and payment history; 3. Receive and process Direct Bill Import & Changes Specification files; General Terms and Conditions (v 20240923) - Confidential Page 30 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 4. Provide general communications to DB Participants; 5. Send direct billing payment coupons to DB Participants; 6. Process direct billing payments received via mail or via the Direct Billing Portal; 7. Remit direct billing payments monthly to the Employer; and 8. Work with Employer to resolve any escalated issues. VWV shall make available to DB Participants a toll-free number (in the US) to access its direct Customer service billing service center. To the extent applicable, VWV will return unassociatable or unused funds related to plan or program services to Employer who shall be responsible for compliance with escheatment obligations (if any). If Employer is not able to, or declines to, accept returned funds, then Employer agrees that VWV will be entitled to the funds as part of its overall compensation for Escheatment services. If VWV is not able to locate Employer, then VWV (the holder) will comply with applicable state unclaimed property laws regarding the funds, which may require VWV to escheat funds in the name of Employer (the owner) to the relevant state. Employer Duties. Program setup a. Employer to complete a program election questionnaire that includes Employer's Direct Billing program elections and desired Direct Billing Portal configurations. b. Employer shall designate at least one employee as the primary contact who has familiarity with the Employer's Direct Billing program; the contact shall provide VWV with advance notice before any changes to the Employer's Direct Billing program become effective and be available consult with VWV from time to time as reasonably necessary Designate contact for WW to provide the Direct Billing services described herein. For the avoidance of doubt, no change shall become effective unless and until accepted and programmed by VVVV. c. Employer shall have sole responsibility for providing VWV with accurate, complete and timely data. VWV's responsibility for sending communications and payment coupons to DB Participants is contingent upon Employer providing VWV with accurate, complete, and timely information. Employer is responsible for correcting errors in any data sent to WW. WW is not responsible for any liabilities, penalties, or losses due to data or information that is untimely, inaccurate or otherwise invalid. Provide data To the extent that Protected Health Information ("PHI") (as defined in the HIPAA Regulations) is transmitted by Employer to VWV or the Direct Billing Portal, Employer shall make any such transmission in a secure and encrypted manner, and in accordance with all applicable HIPAA privacy rules and requirements. d. In the event of rate or plan changes for DB Participants, Employer will provide updated rate information 60 days in advance of effective date. e. Employer shall: (i) keep its and its DB Administrative Users' passwords used to access the Direct Billing Portal confidential and secure; (ii) prohibit its DB Administrative Users from attempting to gain unauthorized access to the Direct Billing Portal and any related systems or networks; and (iii) implement prudent management controls with respect to Employer access Employer and Employer's DB Administrative Users' access to and use of the Direct Billing Portal, which include segregation of duties among multiple DB Administrative Users and dual approvals for key activities. Fees. Unless otherwise set forth herein, the fees for the Services under this Schedule shall be as set forth in the Order General Terms and Conditions (v 20240923) - Confidential Page 31 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Form, including any OE fees, as applicable. 5.1 Implementation fees shall be as specified on the Order Form. 5.2 Annual Set-up Fee. For each year that Employer requests WW to update rates or update information or costs of DB Participants, WW shall be entitled to charge Employer a fee of $150. 5.3 Any program customizations or special requests (e.g., custom file types, additional communications, custom reports, special mailings outside of HQY standard communications, etc.) requested by Employer will be evaluated and quoted on a case-by-case basis. Such program customizations and special requests will only be provided after Employer has accepted the quote. 5.4 Any requests to pull generated materials to prevent mailing will be subject to an additional fee of $7 per envelope. 5.5 VWV reserves the right to pass through increased costs associated with USPS postal rate increases. All costs associated with requests to mail notices overnight or via express mail will be passed on to Employer in addition to cost of time incurred at $250/hour. 5.6 Open Enrollment Fees. Fees for Direct Bill Open Enrollment Services are as follows: Direct Bill Open Fee Enrollment "DBOE" Partial The fee for the Partial offering for DBOE is included in the annual set up fee specified in Section 5.2 Standard $15 per DBOE packet mailed Custom $22 per DBOE packet mailed 5.7 Other Compensation. Direct billing payments are collected and deposited in an omnibus processing account with a federally insured financial institution, titled "WageWorks Omnibus Account for the Benefit of Employers" (or similar title). The account is not treated as a plan asset and is subdivided as VWV determines appropriate to maintain separate records for each employer. Funds deposited in the omnibus account are held in that account until the direct billing payments are either sent to the Employer or remitted to the carrier (if Employer has elected to receive and pay for carrier remission services) and the payments clear. Omnibus account balances earn interest at a rate determined by the depository institution (such earnings are referred to as "float earnings"). Float earnings are used first to pay fees associated with the account. VWV will retain any float earnings that remain after such fees are paid as part of its compensation for Services. If fees associated with the account exceed float earnings, VWV will be solely responsible for paying the excess over float earnings. WW will provide information regarding float earnings as the Employer may reasonably request for the purpose of evaluating the reasonableness of WW's compensation. Term and Termination. 6.1 Term. The term of this Schedule shall begin on the Order Form Effective Date and continue through and including the Order Form Term (the "Initial Term"). This Schedule will thereafter automatically renew for additional 12-month terms unless either Party has terminated this Schedule in accordance with Section 6.2. Notwithstanding the foregoing, if the entire Agreement is terminated at any time, the term of this Schedule shall terminate as of the date on which the entire Agreement is terminated. 6.2 Termination for convenience. Following the Initial Term, either Party may terminate this Schedule at any time, subject to providing 90 days' advance written notice. 6.3 In addition to the termination rights set forth in the Agreement, VWV may terminate this Schedule upon the occurrence of any of the following: 6.3.1 Misuse of the Direct Billing Portal; 6.3.2 Failure by Employer to pay fees when due; and 6.3.3 Failure to provide timely, accurate, and complete data in the agreed upon-format. General Terms and Conditions (v 20240923) - Confidential Page 32 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Annex 1 Data Security Addendum (DSA) This Data Security Addendum ("DSA") supplements the Agreement between Employer and HQY and is hereby incorporated by reference into the Agreement. Capitalized terms not defined in this DSA shall have the meaning ascribed to them in the Agreement. In the event of a conflict between this DSA and the Agreement, this DSA will govern. This DSA will survive termination or expiration of the Agreement. 1. General. To provide Employer with the services contemplated under the Agreement (collectively referred to as "Services"), HQY may have access to certain Employer information and systems, including Covered Information. 2. Compliance. A. HQY will comply with applicable Data Protection Laws. HQY is responsible for understanding which Data Protection Laws apply to the Services and the data in scope and agrees to provide the same, or stronger, level of protection required under Data Protection Laws, and to implement the security procedures and practices set forth herein to protect Covered Information from unauthorized or illegal access, destruction, use, modification, or disclosure. B. HQY is responsible for its subcontractor's compliance with Data Protection Laws and this DSA. For subcontractors who collect, transmit, share, store, control, process, manage or access Covered Information, HQY is responsible for assessing and monitoring subcontractor control environments for compliance with Data Protection Laws and Company's standards as documented in this DSA. HQY shall ensure that any of its subcontractors having access to Covered Information shall be contractually bound to meet or exceed these information security provisions. C. HQY shall cooperate with Employer in responding to and complying with valid, verified requests from Data Subjects submitted pursuant to applicable Data Protection Laws. D. HQY and Employer agree that, regarding any Covered Information HQY receives or obtains in connection with the Agreement(s), Employer is not Selling or Sharing such Covered Information to HQY and HQY is not providing, and shall not provide, any monetary or other valuable consideration to Employer for such Covered Information. Additionally, HQY shall not Sell or Share Covered Information it receives from, or on behalf of, Employer. E. If HQY is processing Personal Information within the scope of Data Protection Laws, without limiting any obligations under the Agreements, HQY acknowledges that Employer is disclosing Personal Information to HQY and/or HQY is collecting Personal Information on Employer's behalf according to Employer's written instructions for the limited business purpose of Supplier providing the Services (the "Business Purpose"), and HQY shall not retain, use, process, or disclose said Personal Information: (a) for any purpose, commercial or otherwise, other than the Business Purpose, (b) in combination with any other Personal Information Supplier collects, except as permitted by Data Protection Laws or (c) outside of the direct business relationship between HQY and Employer. If HQY Processes Employer Personal Information that is considered "Sensitive" under Data Protection Laws, HQY shall assist Employer, upon reasonable request, to limit the use of such Sensitive Personal Information. F. Without limiting Employer's rights or HQY's obligations under the Agreements, Employer shall: (i) take reasonable and appropriate steps to ensure that HQY uses the Personal Information that it receives from, or on behalf of, Employer in a manner consistent with Data Protection Laws, (ii) take reasonable and appropriate measures to monitor HQY's compliance with Data Protection Laws and this addendum, and (iii) upon notice to HQY, take reasonable and appropriate steps to stop and remediate any unauthorized collection, use, processing or retention of Covered Information. G. If HQY becomes aware that it can no longer meet its obligations under Data Protection Laws, HQY shall notify Employer no later than five (5) business days after it becomes aware of such situation. 3. Usaae, Intearitv, and Securitv Reauirements. A. HQY may only access, collect, process, disclose, store, transfer, amend, or destroy Covered Information as necessary to perForm its obligations under the Agreement and otherwise as permitted by Employer or applicable Data Protection Laws. B. HQY shall prevent the unauthorized collection, access, use, modification, transfer, processing, inspection, perusal, destruction, or recording of Covered Information that is stored with, provided to, or collected by or on General Terms and Conditions (v 20240923) - Confidential Page 33 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 behalf of HQY under the Agreement. At a minimum, HQY shall implement the following controls: i. logical segregation of Covered Information from other third-party data; ii. integrity controls to prevent the unauthorized alteration, modification, or destruction of Covered Information; iii. access controls to ensure only authorized personnel have access to the Covered Information and such access is limited to the minimum amount and level required for such authorized personnel to provide the Services; iv. only collect and store Covered Information within the United States; v. prevent disclosure of Covered Information to any third party unless: i. such disclosure is reasonably required to be made in the performance of the Services or other HQY obligations under the Agreement; and ii. HQY imposes (or has imposed) contractual restrictions substantially similar to the Agreement on the recipient third party; vi. ensure the reliability of any individuals that have access to Covered Information, including without limitation, by performing background checks upon such employees (where permissible under applicable law). C. Within 30 days after a written request by Employer, the termination or expiration of the Agreement, or when HQY no longer needs the Covered Information, or a portion thereof, to fulfill its obligations under the Agreement, Data Privacy Laws, or other applicable law, HQY shall: (a) provide Employer (or a third-party designee selected by Employer) with a copy of all Covered Information in HQY's possession through an approved secure transmission and in a format that is acceptable to Employer; (b) upon Employer's request, HQY shall securely destroy all Covered Information (in any format) and all copies and records thereof in a manner that makes such Covered Information non-readable and non-retrievable; provided that HQY may retain an electronic copy to comply with applicable law and archival purposes; and (c) provide Employer with written notification of such destruction or disposal. 4. Governance and Proqram Manaaement. A. HQY will assign an individual who is responsible for the information security program at HQY. B. HQY has and shall maintain an established and formal information security program that addresses the management of security and the controls employed within the organization. HQY will maintain and enforce security policies consistent with an industry-recognized framework (e.g. NIST Cyber Security Framework) and all applicable regulatory and legal security requirements. C. HQY will maintain and enforce a written privacy policy to ensure proper access, use or disclosure by HQY of Covered Information. D. HQY shall document its information security policy and procedures addressing all the activities relating to the handling and management of Covered Information. 5. Safeauards. To ensure the confidentiality, security, and integrity of Covered Information and Employer Systems, HQY shall implement and maintain during the Term information security policies, procedures, and controls, which are compliant with applicable law, Data Privacy Laws, applicable Information Security Standards, and the requirements set forth in this DSA. While HQY has access to or maintains Covered Information HQY will maintain reasonable safeguards, including administrative, technical, and physical controls designed to ensure the privacy, security, integrity, and confidentiality of the Covered Information, Standards including the following: A. Phvsical Access. HQY will maintain physical access and environmental controls designed to secure relevant facilities, infrastructure, data centers, hard copy files, servers, backup systems, and equipment (including mobile devices) used to access Covered Information, including controls to prevent, detect, and respond to attacks, intrusions, or other system failures. B. User Authentication. HQY will maintain commercially reasonable user authentication and access controls within operating systems, applications, equipment, and media. C. Personnel Securitv. HQY will maintain personnel policies and practices restricting access to Covered Information, including having confidentiality agreements with and performing background checks in accordance with applicable laws on all personnel who access Covered Information or who maintain, implement, or administer HQY's information security program and safeguards. D. Loaainq and Monitorinq. HQY will log and monitor the details of access to Covered Information on networks, systems, and devices operated by HQY. General Terms and Conditions (v 20240923) - Confidential Page 34 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 E. Malware Controls. HQY will maintain reasonable and up-to-date controls to protect all networks, systems, and devices that access Covered Information from malware and unauthorized software. F. Securitv Patches. HQY will maintain controls and processes designed to ensure that networks, systems, and devices (including operating systems and applications) that access Covered Information are up to date, including prompt implementation of security patches categorized as critical and high when issued. G. User Account Management. HQY will implement reasonable user account management procedures to securely create, amend, and remove user accounts on networks, systems, and devices through which HQY accesses Covered Information, including monitoring redundant accounts and ensuring that all account requests are properly authorized. H. Vulnerabilitv and Patch Manaaement. HQY shall keep abreast of new security threats and vulnerabilities and use such information to mitigate the risk by applying patches. At a minimum, HQY Shall: Conduct internal and external vulnerability assessments by a qualified individual on information systems and networked environments perFormed at least every thirty (30) days, after any significant change in the information systems (e.g., new system component installations, changes in network topology, firewall rule modifications, product upgrades, when new vulnerabilities potentially affecting the systems and networked environments are identified and reported), and upon significant external security vulnerability release (e.g., Microsoft zero-day is identified). These tests shall include both network- and application-layer tests. ii. Employ automated mechanisms monthly to determine the state of information system components with regard to flaw remediation. Vulnerability scanning tools shall be updated regularly with all relevant information system vulnerabilities. iii. Define and establish the roles and responsibilities associated with technical vulnerability management, including vulnerability monitoring, vulnerability risk assessment, patching, asset tracking, and any coordination responsibilities required. I. Patches shall be tested, evaluated, and installed in a timely manner and evaluated before they are installed. Patches installed in the production environment shall also installed in the HQY's disaster recovery environment in a timely manner. 6. Access Controls. HQY will: A. maintain reasonable controls to ensure that only individuals who have a legitimate need to access Covered Information access; B. promptly terminate an individual's access to Covered Information when such access is no longer required; C. log the appropriate details of access to Covered Information on HQY's systems and equipment; and D. be responsible for any unauthorized access to Covered Information. 7. Encrvption Requirements. HQY will encrypt all Covered Information, using a NIST approved encryption standard, including those required by applicable law or applicable standards (example: FIPS 140-2) that is (a) stored on portable devices or portable electronic media; (b) maintained outside of HQY's facilities, excluding hard copy documents; or (c) transferred across any public network. 8. Traininq and Supervision. HQY will provide reasonable ongoing privacy and information protection training and supervision for all HQY's personnel who access Covered Information (and require third party subcontractors to provide similar). A. HQY shall: i. utilize qualified security and privacy personnel sufficient to manage the HQY's security and privacy risks. ii. provide security and privacy personnel with security and privacy updates and training sufficient to address relevant security and privacy risks; and iii. verify that key security and privacy personnel take steps to maintain current knowledge of changing cybersecurity threats and countermeasures. 9. Software Development Securitv. HQY will maintain a written Software Development Life Cycle program based on industry best practices that also incorporates security and privacy by design principles based on OWASP, the Microsoft Security Development Lifecycle, or substantially similar and industry recognized practices The program must be designed to ensure the use of security development practices and procedures for evaluating or testing the security of externally developed applications utilized by HQY to provide services to Employer. 10. Business Continuitv and Disaster Recoverv. General Terms and Conditions (v 20240923) - Confidential Page 35 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 HQY will maintain a business continuity plan and disaster recovery plan. These plans will be tested by HQY at least annually. Upon request, but not more than once annually, HQY will provide executive summaries of annual testing. 11. Third Partv Providers. HQY will contractually require each third-party provider that accesses Covered Information to protect the privacy, confidentiality, integrity, and security of Covered Information using at least the same level of protection and confidentiality obligations that apply to HQY. HQY will regularly assess, based on a risk ranking, HQY's third-party providers' compliance with those contractual requirements. 12. HQY's Penetration Testina. A. HQY will have an accredited third party perform annual manual and automated vulnerability testing (including penetration testing based on recognized industry best practices) on HQY's networks, systems, software, and devices used to provide the Services. B. With thirty (30) days upon receipt of the penetration test report, HQY will provide Employer with a summary of the results of the vulnerability and penetration testing performed and the status of the remediation in any finding. Employer will treat these results as HQY's confidential information. 13. Audits. Certifications. and Reports. A. HQY agrees to have an annual NIST CSF, SOC 1 Type 2, or SOC 2 Type 2 security assessment performed by an accredited third-party. B. Upon request, HQY agrees to provide to Employer, at no cost to Employer, within ninety (90) days after the end of each calendar year, a copy of either, that years SSAE18 SOC 1 or 2 Type II report (with accompanying bridge letter if appropriate). If no SOC 2 assessment was conducted, then Employer agrees to provide a summary of the NIST CSF assessment report. 14. Incident Response. HQY will maintain an Incident response and crisis communication program reasonably designed to detect, contain, respond, and recover from an Incident. 15. Securitv Flaw Notification and Resolution. In the event of a known or suspected Security Flaw involving Covered Information, HQY shall (at HQY's cost): (a) provide Employer prompt, written notice of such Security Flaw to Employer's Infosec Contact; and (b) work to respond to and remediate such Security Flaw. 16. Incident Notification and Resolution. In the event of an Incident involving Covered Information HQY shall (at HQY's cost): (i) provide Employer prompt, written notice of such Incident, (ii) remediate and correct the Incident within a reasonable time, and (iii) and provide updates to Employer on a mutually agreeable timetable. A. To the extent known, said notification shall include reasonable information about the Incident, including: • a description of the Covered Information subject to the Incident (the categories and number of data records concerned); • the date and time of the Incident; • a description of the likely consequences of the Incident; • a description of the circumstances that led to the Incident (e.g., loss, theft, copying); • a description of immediate measures being taken to remediate any adverse effects of the Incident; and • a description of the measures HQY propose to implement to prevent the same or similar Incident from occurring again. • a summary of the status and results of the investigation. B. HQY shall cooperate with Employer, and any reputable third party selected by Employer and any applicable law enforcement or regulatory authority in the event of a regulatory inquiry, litigation, or other legal process concerning the Incident. C. HQY shall not notify any affected Employer client (both current and past), account holder (both current and past), participant (both current and past), partner (both current and past), (both current and past), personnel (both current and past), or other entities other than Employer (collectively, "Impacted Parties"), relevant law enforcement agencies, and HQY's outside counsel, unless required under applicable law or agreed to in advance by Employer in writing. If a notification is provided, HQY shall bear all expenses associated with such notification, including any credit monitoring and/or call center services. The timing, method, and content of any notification to Impacted Parties shall be approved in writing by Employer prior to sending. 17. No Unauthorized Statements. Except as required by applicable law, HQY will not make (or permit any third party to make) any statement concerning the Security Incident that directly or indirectly references Employer, unless Employer provides its explicit written authorization. General Terms and Conditions (v 20240923) - Confidential Page 36 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Annex 2 Business Associate Agreement (BAA) Scope. This Business Associate Agreement ("BAA") shall only apply to those services provided by Business Associate to Covered Entity (each defined below) as described in the Master Services Agreement ("AgreemenY'). Definitions. 2.1 Catch-all definition. The following terms, when used in this BAA, shall have the meaning given in the Health Insurance Portability and Accountability Act of 1986 ("HIPAA"), as amended by the Health Information Technology for Economic and Clinical Health Act, and the regulations thereunder: Attestation, Breach, Data Aggregation, Designated Record Set, Disclosure, Final Rule, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Reproductive Health Care, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. 2.2 Specific definitions. • "Business Associate° shall generally have the same meaning as the term "business associate" at 45 CFR 160.103, and in reference to the party to this BAA, shall mean HealthEquity, Inc. • "Covered Entity" shall have the same meaning as the term "Covered Entity" at 45 CFR 160.103, and in reference to the party to this BAA, shall mean the Employer. • "HIPAA Rules' shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. Obligations and Activities of Business Associate. 3.1 Business Associate agrees to: (a) Not use or disclose Protected Health Information other than as permitted or required by the Agreement or as Required By Law; (b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information, to prevent use or disclosure of Protected Health Information other than as provided for by the Agreement; (c) Report to Covered Entity any use or disclosure of Protected Health Information not provided for by the Agreement of which it becomes aware, including Breaches of Unsecured Protected Health Information as required at 45 CFR 164.410, and any Security Incident of which it becomes aware. For this purpose, a Breach is reportable to Covered Entity without regard to whether, in Business Associate's determination, any harm will result from the Breach; (d) In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of Business Associate agree to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information; (e) Make available Protected Health Information in a Designated Record Set to the Individual or the Individual's designee as necessary to satisfy Covered Entity's obligations under 45 CFR 164.524; (fl Make any amendment(s) to Protected Health Information in a designated record set as directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 CFR 164.526. If the Business Associate receives directly from the Individual a request to amend the Protected Health Information that is within the Business Associates' control, the Business Associate shall make such amendments within 30 days of the written request to the extent such request is not inconsistent with the existing designated record sets (e.g., change of an Individual's identifiers such as Date of Birth will be considered inconsistent.) Any inconsistent request will be forwarded to Covered Entity for Covered Entity's determination of whether to amend the Individual's record; (g) Maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy Covered Entity's obligations under 45 CFR 164.528. If Business Associate receives a request for an accounting of disclosures directly from the Individual, Business Associate shall promptly forward that request to the Covered Entity and make available the requested records to Covered Entity within 30 days from the receipt; (h) To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart General Terms and Conditions (v 20240923) - Confidential Page 37 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s); (i) If applicable to the services performed by Business Associate, relating to the use or disclosure of PHI for specific purposes connected to Reproductive Health Care, notify Covered Entity in the event of any use or request to use such PHI that is for a prohibited purpose as set forth in the Final Rule. Covered Entity and Business Associate shall work together to provide the Attestation required by the Final Rule, if necessary; and, (j) Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules. 3.2 The Parties acknowledge that probes and reconnaissance scans are commonplace in the industry and, as such, the Parties acknowledge and agree that, to the extent such probes and reconnaissance scans constitute Security Incidents, this section constitutes notice by Business Associate to the Covered Entity of the ongoing existence and occurrence of such Security Incidents for which no additional notice to the Covered Entity shall be required. Probes and reconnaissance scans include, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, and unsuccessful log-on attempts, as long as such probes and reconnaissance scans do not result in unauthorized access, use or disclosure of Protected Health Information. Permitted Uses and Disclosures by Business Associate. 4.1 Business Associate may only use or disclose Protected Health Information as necessary to perform the services described in the Agreement. 4.2 In addition to other permissible purposes, the Business Associate is authorized to use Protected Health Information to de-identify the information in accordance with 45 CFR 164.514(a)-(c) for internal analysis of operational efficiencies, and to determine if additional services should be developed or offered to users. 4.3 Business Associate may use or disclose Protected Health Information as Required By Law. 4.4 Business Associate agrees to make Uses and Disclosures and requests for only the Minimum Necessary Protected Health Information to accomplish the purpose of the Use, Disclosure or request. 4.5 Business Associate may not use or disclose Protected Health Information in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity except for the specific Uses and Disclosures set forth below. 4.6 Business Associate may use Protected Health Information as necessary for the proper management and administration of its business or to carry out its legal responsibilities, provided the disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as Required By Law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. 4.7 Business Associate may provide data aggregation services relating to the Health Care Operations of Covered Entity. Responsibilities of Covered Entity. 5.1 Covered Entity shall notify Business Associate of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate's Use or Disclosure of Protected Health Information. 5.2 Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to use or disclose his or her Protected Health Information, to the extent that such changes may affect Business Associate's Use or Disclosure of Protected Health Information. 5.3 Covered Entity shall notify Business Associate of any restriction on the Use or Disclosure of Protected Health Information that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate's Use or Disclosure of Protected Health Information. 5.4 Covered Entity shall use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information that it may access from Business Associate's system, and to ensure that the Use or Disclosure of such Protected Health Information comply with the HIPAA Rules. Business Associate shall not be responsible for enforcing such Covered Entity-developed safeguards. 5.5 Covered Entity shall ensure that the data it transmits, or direct another entity to transmit, to Business Associate, is timely, complete, and accurate, and will not cause a Security Incident or commit a Breach. 5.6 If applicable to the services performed by Business Associate, Covered Entity may disclose to Business Associate, and Business Associate may use, certain patient identifying information regarding the treatment, diagnosis and/or referral for treatment of substance use disorder ("Patient Identifying Information"). The parties acknowledge and agree that Patient Identifying Information is subject to additional protections and safeguards pursuant to 42 CFR Part 2, which General Terms and Conditions (v 20240923) - Confidential Page 38 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 information is a subset of PHI. Business Associate agrees, upon receipt of any Patient Identifying Information and a copy of the patienYs consent, to comply with all applicable provisions of the Part 2 Regulations. Without limitation, Business Associate agrees to (i) use such information in accordance with the patienYs consent; (ii) use such information solely to carry out payment and/or health care operations activities on behalf of Covered Entity; and (iii) not disclose (or re-disclose) any Patient Identifying Information to a third party, unless such third party is a contracted agent of Business Associate and has agreed to only further disclose the information back to Business Associate or Covered Entity or as otherwise permitted by Applicable Law; 5.7 To the extent Covered Entity releases or transmits Patient Identifying Information to Business Associate, it agrees to comply with the requirements of the 42 CFR Part 2 with respect to all Patient Identifying Information it transmits, or instructs another party to transmit, including 1) not transmitting any Patient Identifying Information without having first obtained the patient consent required by 42 C.F.R. § 2.31, 2) not transmitting any Patient Identifying Information without including the notice required by 42 C.F.R. § 2.32 and a copy of the consent for each individual whose Patient Identifying Information is being transmitted, 3) transmitting all Part 2 Information to Business Associate in an agreed upon file format, and 4) notifying Business Associate of any revocation of the patienYs consent to disclose. Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity, except for data aggregation or management and administration and legal responsibilities of Business Associate in accordance with the Agreement. Term and Termination. 7.1 Term. The Term of this BAA shall be effective no later than the effective date of the Agreement ("Effective Date°) and, except as provided in section 7.3, shall terminate coincident with the termination of the Agreement, or on the date Covered Entity terminates for cause as authorized in section 7.2, whichever is sooner. 7.2 Termination for Cause. Business Associate authorizes the termination of this BAA by Covered Entity, if Covered Entity determines Business Associate has violated a material term of this BAA and Business Associate has not cured the Breach or ended the violation within the time specified by Covered Entity. 7.3 Obliqations of Business Associate upon Termination. Upon termination of this BAA for any reason, Business Associate, with respect to Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall: (a) Retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (b) Destroy physical embodiment or delete electronic embodiment of the remaining Protected Health Information that the Business Associate still maintains in any form; (c) Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information to prevent use or disclosure of the Protected Health Information, other than as provided for in this Section, for as long as Business Associate retains the Protected Health Information; (d) Not use or disclose the Protected Health Information retained by Business Associate other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out in sections 3.1(e) and 3.1(fl above which applied prior to termination; and (e) Destroy or delete the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities. Data on backups will be destroyed through attrition. 7.4 Survival. The obligations of Business Associate under this Section will survive termination of the BAA or the Agreement. Miscellaneous. 8.1 Amendment. The Parties agree to take such action as is necessary to amend this BAA from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law. 8.2 Interpretation. Any ambiguity in this BAA shall be interpreted to permit compliance with the HIPAA Rules. 8.3 No Third Partv Beneficiary Riahts. This BAA is between Covered Entity and Business Associate and shall not be construed, interpreted, or deemed to confer any rights whatsoever to any third party or parties. 8.4 Indemnification. The Parties agree that if the Agreement provides for indemnification under specified terms and conditions, then such indemnification shall extend to the same terms and conditions with reference to the duties and obligations set forth in this BAA. 8.5 Notices. The contact information provided in the Agreement shall be used for any notices under this BAA. General Terms and Conditions (v 20240923) - Confidential Page 39 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 Rider Luum Services This Rider sets forth the following terms and conditions that are incorporated into the Agreement to which they are attached for the provision of Luum commuter services. This Rider is entered into between Employer (as defined in the Agreement) and Fort Effect Corp, dba Luum ("Luum"). The terms and conditions in this Rider do not replace any of the terms and conditions contained in the Agreement, but in the event of a conflict between this Rider and the Agreement, this Rider shall control with respect to Employer and Luum and the Luum commuter services provided herein. This Rider shall form a separate agreement, between Luum and Employer, incorporating the general terms and conditions of the Agreement. 1. Employer has selected either Luum Complete or Luum Core Services, as specified on the Order Form, and as generally listed below in this Section 1: Luum Complete: �I Communication Tools �I Commute Logging �I Gamification & Rewards �I Pre-Tax Commuter Cards �I Ride Matching �I Guaranteed Ride Home �I Parking Charges �I Parking Reservations �I Expense Reimbursements �I Commute Bonus �I Real-Time Parking Availability �I Transit Card Administration Luum Core: � � � � � � � � � Communication Tools Commute Logging Gamification & Rewards Pre-Tax Commuter Cards Ride Matching Guaranteed Ride Home Real-Time Parking Availability Transit Card Administration Parking Application and Waitlist 2. Services. 2.1. Provision of Commute Hub. Luum will host the Employer private instance of the Luum Commute Hub (the "Commute Hub") and provide the implementation services in connection with Employer's transit and/or parking plan(s) (collectively, the "Services"), as described in the applicable Ordering Documents. The Commute Hub is provided on a subscription basis for a set term designated in the applicable Ordering Document. Services exclude Non-Luum Applications. The Agreement permits the Parties to enter into order forms referencing the Agreement and this Rider ("Ordering Document(s)"), which set forth the Luum Services ordered by Employer, specify the fees payable by Customer and may contain other terms and conditions as mutually agreed upon by the Parties. 2.2. Access to Commute Hub. Subject to the terms and conditions of the Agreement and any applicable Ordering Document, Luum hereby grants to Employer a non-exclusive, non-transferable right during the Initial Term (as defined below) and any subsequent renewal terms (collectively, the "Subscription Term" for purposes of this Rider) to access General Terms and Conditions (v 20240923) - Confidential Page 40 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 and use the Commute Hub solely for Employer's business purposes and pursuant to the Documentation and any restrictions designated in the applicable Ordering Document. "Documentation" means all generally available documentation relating to the Commute Hub and the Services, including all user guides, operating manuals and other instructions, specifications, documents and materials, in any form or media, that describe any component, feature, requirement or other aspect of the Commute Hub or the Services. 2.3. Eligible Users. Employer will provide and update during the Subscription Term a file (the "Roster Feed").containing all of the eligible users of the Commute Hub (each eligible user, with the administrative user(s), the "Eligible Users"). The Eligible Users will access the Commute Hub via their corporate single-sign-on or username and password. These credentials are granted to individual, named persons and may not be shared. Employer will ensure that all Eligible Users keep these credentials strictly confidential. Employer is responsible for any and all actions taken by Eligible Users or by anyone using Employer's accounts and passwords, and will require that Eligible Users complete any applicable commuter elections prior to the election deadline in the relevant election system. Subject to the terms and conditions of this Agreement, in addition to Employer's employees, Employer may permit (a) its independent contractors and consultants who are not competitors of Luum and (b) employees, independent contractors and consultants of any (i) Employer Affiliate or (ii) vendor, service provider, or customer of Employer, to serve as Eligible Users. Employer will remain responsible for compliance by each of its Eligible Users with all of the terms and conditions of this Agreement, and any use of the Commute Hub by Eligible Users must be for the sole benefit of Employer. Use of the Commute Hub by all Eligible Users in the aggregate must be within the restrictions in the applicable Ordering Document. "Affiliate" means each legal entity that is directly or indirectly controlled by Employer on or after the Effective Date, for so long as such entity remains directly or indirectly controlled by Employer (where "controlled" means the ownership of, or the power to vote, directly or indirectly, a majority of any class of voting securities of a corporation or limited liability company, or the ownership of any general partnership interest in any general or limited partnership). 2.4. Third-Party Code. The software incorporated in the Commute Hub may contain or be provided with components which are licensed from third parties, including components subject to the terms and conditions of "open source" software licenses ("Open Source Software°). Open Source Software may be identified in the Documentation, or in a list of the Open Source Software provided to Employer upon written request. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering. 2.5. General Restrictions. Employer shall not: (a) rent, lease, copy, sell, provide access to or sublicense the Commute Hub to a third party, (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or APIs to the Commute Hub, except to the extent expressly permitted by applicable law (and then only upon advance notice to Luum), (c) modify the Commute Hub or any Documentation, or create any derivative product from any of the foregoing, (d) remove or obscure any product identification, proprietary, copyright or other notices contained in the Commute Hub (including any reports or data printed via the use of the Commute Hub), (e) incorporate the Commute Hub into any other offering (whether software as a service or otherwise), (fl use the Commute Hub to develop a product which is competitive with any Luum product offering or (g) publicly disseminate information or analysis regarding the performance of the Commute Hub. Except as may be expressly agreed by Luum in an applicable Ordering Document, the Commute Hub is only intended for use with persons residing within the United States. 2.6. Employer Responsibilities. Employer will (a) be responsible for Eligible Users' compliance with this Agreement, Documentation and Ordering Documents, including supplemental terms of use of any tools, features or services provided through Commute Hub, (b) be responsible for the accuracy, quality and legality of Employer Data, as defined below, the means by which Employer acquired Employer Data, Employer's use of Employer Data with the Services, and the interoperation of any Non-Luum Applications with which Employer uses Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Luum promptly of any such unauthorized access or use, (d) use Services only in accordance with this Agreement, Documentation, Ordering Documents and applicable Laws, and (e) comply with terms of service of any Non-Luum Applications with which Employer uses Services. Any use of the Services in breach of the foregoing by Employer or Eligible Users that in Luum's judgment threatens the security, integrity or availability of Luum's services, may result in Luum's immediate suspension of the Services, however Luum will use commercially reasonable efforts under the circumstances to provide Employer with notice and an opportunity to remedy such violation or threat prior to any such suspension. For purposes of this Rider, "Employer Data" means any business information or other data which Employer or an Eligible User inputs, or provides to Luum for inputting, into the Commute Hub. 2.7. Changes. Luum reserves the right, in its sole discretion, to make any changes to the Commute Hub and Documentation that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of Luum's services to its customers or perFormance; or (b) to comply with applicable laws and regulations; provided, however, Luum changes to the Commute Hub will not result in a material reduction in the level of perFormance or availability of the applicable Services provided to Employer for the duration of the term of any applicable Ordering Document. 2.8. Project Managers and Personnel. Employer will identify a project manager in each Ordering Document to facilitate and coordinate the Commute Hub implementation and any additional Services to be provided under such Ordering Document. 3. Non-Luum Products and Services. General Terms and Conditions (v 20240923) - Confidential Page 41 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 3.1. Non-Luum Products and Services. Luum or third parties may make available third-party products or services, including, for example, Non-Luum Applications or virtual or physical charge cards. Any acquisition by Employer of such products or services, and any exchange of data between Employer and any Non-Luum provider, product or service is solely between Employer and the applicable Non-Luum provider. Luum does not warrant or support Non-Luum Applications or other Non-Luum products or services, whether or not they are designated by Luum as "certified" or otherwise, unless expressly provided otherwise in an Order Form. Luum is not responsible for any disclosure, modification or deletion of Employer Data resulting from access by such Non-Luum Application or its provider. A"Non- Luum Application" means a web-based, mobile, offline or other software application functionality that interoperates with Luum Service, that is provided by Employer or a third party. 3.2. Integration with Non-Luum Applications. The Services may contain features designed to interoperate with Non- Luum Applications. Luum cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Employer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Luum Application ceases to make the Non-Luum Application available for interoperation with the corresponding Service features in a manner acceptable to Luum. 4. Ownership. 4.1. Luum Technology. This is a subscription agreement for use of Commute Hub and not an agreement for sale. Employer acknowledges that it is obtaining only a limited right to use the Commute Hub on a hosted basis and that irrespective of any use of the words "purchase', "sale" or like terms hereunder no ownership rights are being conveyed to Employer. Employer agrees that Luum or its suppliers retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to Commute Hub, the Documentation, any other Luum deliverables and any and all related and underlying software (including interfaces), databases (including data models, structures, Aggregated Anonymous Data and any other non-Employer specific data and statistical data), technology, reports and documentation and all copies, modifications and derivative works thereof (including any changes which incorporate any Feedback) (collectively, "Luum Technology"). Further, Employer acknowledges that Commute Hub is offered as an online, hosted solution, and that Employer has no right to obtain a copy of the Commute Hub code itself. Nothing in this Section 4.1 shall be deemed as granting Luum ownership of Employer Data or in any way impacting Employer's ownership of Employer Data. 4.2. Feedback. Employer, from time to time, may submit comments, information, questions, data, ideas, descriptions of processes, or other information to Luum ("Feedback"). Luum may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise, provided Employer shall not be identified in connection with any such Feedback without Employer's consent in its sole discretion. 5. Fees. Employer agrees to pay the fees set forth below as well as those set forth in the Order Form. Luum (or its designee) will invoice Employer directly on a monthly basis. Any program customizations (e.g., eligibility file, payroll file, communications) requested by Employer will be considered and quoted on a case-by-case basis. 5.1. The setup fee is invoiced at time of Agreement execution. 5.2. The Luum Complete Subscription Fees commence on the earlier of (i) configuration of the Commute Hub or (ii) 60 days following Agreement execution. 5.3. An Engaged User is an eligible user that does any of the following during a particular contract month: • Has a session in Luum's web or mobile app; • Has a transit card, parking permit, commuter prepaid card or other service managed by Luum; • Receives a commuter bonus, expense reimbursement or a parking charge managed by Luum; or • Whose commute trip data through third-party integrations (e.g., parking data, connected account, shuttle data services, etc.) is transferred to Luum. 6. Escheatment. To the extent applicable, Luum will return unassociatable or unused funds related to plan or program services to Employer who shall be responsible for compliance with escheatment obligations (if any). If Employer is not able to, or declines to, accept returned funds, then Employer agrees that Luum will be entitled to the funds as part of its overall compensation for services. If Luum is not able to locate Employer, then Luum (the holder) will comply with General Terms and Conditions (v 20240923) - Confidential Page 42 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 applicable state unclaimed property laws regarding the funds, which may require Luum to escheat funds in the name of Employer (the owner) to the relevant state. 7. Term and Termination. 7.1. Term. The term of this Rider shall begin on the Order Form Effective Date and continue through and including the Order Form Term (the "Initial Term"). This Rider will thereafter automatically renew for additional 12-month terms unless either Party has terminated this Rider in accordance with Section 7.2. 7.2. Termination for convenience. Following the Initial Term, either Party may terminate this Rider at any time, subject to providing 90 days' prior written notice. General Terms and Conditions (v 20240923) - Confidential Page 43 of 43 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 ��n�D� � ,> - Conflict of Interest CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 � Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. N/A Name of Officer 4 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? � Yes � No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? � Yes � No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. 6 � Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 DocuSigned by: �l,tU�,A�,l, �tbV'�, 02/28/2025 ig or doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code � 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: �� (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Docusign Envelope ID: B02BF7E7-2BEE-4FAA-B251-45CF714C4743 City of Fort Worth, Texas Mayor and Council Communication DATE: 10/29/24 M&C FILE NUMBER: M&C 24-0928 LOG NAME: 13P OMNIA 09-22 FSA, HSA, LSA CB HR SUBJECT (ALL) Authorize Execution of Agreement with HealthEquity, Inc. Using Omnia Partners Cooperative Contract 09-22 for the Administration of the City's Flexible Spending Account, Health Savings Account, and Lifestyle Account in an Annual Amount Up to $300,000.00 and Authorize Two One- Year Renewal Options for the Same Amount for the Human Resources Department RECOMMENDATION: It is recommended that the City Council authorize the execution of an agreement with HealthEquity, Inc. using Omnia Partners Cooperative Contract 09-22 for the administration of the City's Flexible Spending Account, Health Savings Account, and Lifestyle Account in an annual amount up to $300,000.00 and authorize two one-year renewal options for the same amount for the Human Resources Department. DISCUSSION: The purpose of this Mayor & Council Communication (M&C) is to authorize the execution of an agreement with HealthEquity, Inc. using OMNIA Partners Cooperative Contract No. 09-22 for the administration of the City's Flexible Spending Account (FSA), Health Savings Account (HSA), and Lifestyle Account (LSA). Health Equity will provide FSA, HSA, and LSA as an added benefit to the City of Fort Worth employees. Approval of this M&C authorizes the City to spend up to $300,000.00 for the initial term and authorizes finro one-year renewal options in the same annual amount. Actual usage in any term can be up to the authorized amount and will be dependent upon actual appropriations for this purpose in the departmenYs budgets. State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies any state law requiring that the local government seek competitive bids for the purchase of the item. Omnia Partners contracts are competitively bid to increase and simplify the purchasing power of government entities across the State of Texas. HSA, FSA, DCFSA, and Other Lifestyle Financial Management Services #38- 22 was published in USA Today on October 13, 2022, and October 20, 2022. DVIN-BE: A Business Goal is not assigned when purchasing from an approved purchasing cooperative or public entity. Administrative Change Orders: An administrative change order or increase may be made by the City Manager or his designee up to the amount allowed by relevant Law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. Agreement Terms: The City's initial term will begin on January 1, 2025, and expire on December 31, 2025. Funding: Funding is budgeted in the Claims Administration Expense account within the Group Health Insurance Fund for the Human Resources Department. Renewal Options: The Agreement may be renewed for finro one-year renewal options. This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as previously appropriated, in the Group Health Insurance Fund. Prior to an expenditure being incurred, the Human Resources Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office bk Reginald Zeno 8517 Jesica McEachern 5804 Originating Business Unit Head: Reginald Zeno 8517 Dianna Giordano 7783 Additional Information Contact: Jo Ann Gunn 8525 Charles Benson 8063