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HomeMy WebLinkAboutItem 06.h Date: Item No. AGREEMENT AMENDMENT WITH 121 BENEFITS COBRA Administration and Continuation Services Proposed Action Staff recommends adoption of the following motion: Move to approve amendment to the agreement between the City of Lakeville and 121 Benefits. Passage of this motion will result in extending the current service agreement with 121 Benefits from September 30, 2018 to December 31, 2018. Overview August 2016, the City of Lakeville entered into an agreement with 121 Benefits to serve as our administrator for COBRA Administration and Continuation Services through September 9, 2018. The 121 Benefits Service Agreement is being amended through December 31, 2018 to align with the City’s renewal period. There are no other changes to the service agreement. Primary Issues to Consider • None Supporting Information • 121 Benefits Service Agreement Financial Impact: $ (NFP covers the administrative costs) Budgeted: Y☐ N☐ Source: Related Documents: (CIP, ERP, etc.): Envision Lakeville Community Values: Good Value for Public Services Report Completed by: Tammy Schutta, Human Resources Director March 20, 2017 0 Service Agreement City of Lakeville – March 9, 2017 October 1, 2016-December 31, 2018 Plan Years COBRA Administration and Continuation Services Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 1 | Page CONTINUATION ADMINISTRATIVE SERVICES AGREEMENT THIS AGREEMENT, made on this ____ day of ________, 20__, by and between DRT Benefits Corp. dba 121 Benefits, a Minnesota corporation (“Administrative Firm”) and City of Lakeville (“Employer” and “Plan Administrator”). WHEREAS, Employer has established and maintains certain benefit plans (the “Plans”) that are “group benefit plans” that must comply with the Public Health Services Act (the “PHSA”) and state law; and WHEREAS, the Plans are required to provide continuation coverage under applicable law; and WHEREAS, Employer and Plan Administrator desire that Administrative Firm furnish certain services described in this Continuation Administrative Services Agreement (the “Agreement”) in the operation and administration of the Plans; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and the exhibits and Addenda, if any, attached hereto, Employer, Plan Administrator, and Administrative Firm hereby agree as follows: I.Definitions The following definitions shall apply to this Agreement: A.Administrative Firm – means DRT Benefits Corp. dba 121 Benefits (including all of its authorized representatives), an independent contractor designated to perform certain Administrative Services pursuant to this Agreement with respect to the Plans. B.Administrative Services - means those services relating to the administration of the Plans to be performed by Administrative Firm as set forth in this Agreement and the exhibits hereto. C.Adopting Employer – means City of Lakeville. D.Agreement - means this Continuation Administrative Services Agreement and any exhibits attached hereto and any outside agreements specifically incorporated by reference. E.Alternative Coverage – means coverage offered as an alternative to Continuation Coverage to induce a Qualified Beneficiary not to elect Continuation Coverage. F.Applicable Premium – means the cost to the Plan for a period of coverage (for example, one, two or three months) for similarly situated Covered Individuals for whom a Qualifying Event has not occurred. G.Code - means the Internal Revenue Code of 1986 and regulations thereunder, as amended from time to time. H.COBRA - means the Consolidated Omnibus Budget Reconciliation Act of 1985 (as it appears in the PHSA) and regulations thereunder, as amended from time to time. 9th March 17 Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 2 | Page I.Continuation Coverage – means the continuation coverage required to be provided with respect to a Plan under applicable law. Such coverage may include continuation coverage under a group health plan required by COBRA, USERRA, and/or state law and/or continuation coverage under a group term life insurance plan required by state law. J.Continuation Participant – means any person receiving Continuation Coverage under the Plan(s) in accordance with applicable law. This includes, but is not limited to, Qualified Beneficiaries. K.Covered Individual – means an individual who is properly participating in the Plan(s), including those receiving Continuation Coverage. L.Effective Date - means the date upon which this Agreement, once fully executed by all parties, is first effective, October 1, 2016. M.Fiduciary – means any person who satisfies the definition of “fiduciary” under applicable law. N.HIPAA - means the Health Insurance Portability and Accountability Act of 1996 and regulations thereunder, as amended from time to time. O.Insignificant Shortfalls – Payment amounts for Continuation Coverage within the lesser of (i) $50, or (ii) ten percent (10%), of the actual amount due. P.Plan or Plans - means the following programs or arrangements of benefits established and maintained by Adopting Employer with respect to which Administrative Firm provides Continuation Coverage Services under this Agreement. Q.Plan Administrator – means Adopting Employer. R.PHSA – means the Public Health Services Act and regulations thereunder, as may be amended from time to time. S.Qualified Beneficiary – means a Covered Individual who has lost coverage under a Plan as the result of a Qualifying Event and who is entitled to receive Continuation Coverage. Qualified Beneficiary includes, but is not limited to, individuals determined to be “qualified beneficiaries” under COBRA. T.Qualifying Event – means the loss of coverage under a Plan on account of an event specifically identified in applicable law as an event triggering a right to Continuation Coverage. U.USERRA – means the Uniformed Services Employment and Reemployment Rights Act of 1994 and regulations thereunder, as amended from time to time. II.Administrative Firm Responsibilities A.Status of Administrative Firm. Adopting Employer shall not (1) name Administrative Firm as Plan Administrator, nor (2) hold out to other parties or third parties that Administrative Firm serves in any of the foregoing capacities. In addition, Administrative Firm does not intend to assume any of the administrative duties or responsibilities commensurate with such designations. B.Capacity of Administrative Firm. In fulfilling its duties and obligations under this Agreement, Administrative Firm shall act as the administrative agent of the Plans and Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 3 | Page does not intend to be a “plan administrator” (as such term is defined under applicable law or the Plans) of the Plans or with respect to the Plan assets. In addition, Administrative Firm shall not be required to participate in or act in a manner that aids or assists a breach of a Fiduciary’s duty. C.Continuation Coverage Administration. Administrative Firm shall provide services with respect to Continuation Coverage under the Plans as described in this Article II. Administrative Firm will not provide any services regarding administration of the Plans unless such service is specifically described in this Article II or is required under another agreement among the Adopting Employer, Plan Administrator, and Administrative Firm. D.Account Servicing and Employee Communication. The Administrative Firm shall provide account management services. The Administrative Firm shall make available to the Adopting Employer a client service representative to respond to questions regarding general administrative issues. E.Recordkeeping. The Administrative Firm shall keep all Plan records related to the Administrative Services, including records of: 1.all Qualifying Events of which it is notified; 2.all notices sent and received by it regarding Continuation Coverage; 3.any acceptance or rejection of Continuation Coverage; 4.the Applicable Premium, as determined by the Adopting Employer, and the payment by Continuation Participants of the cost of Continuation Coverage; 5.the length of each Continuation Participant’s Continuation Coverage; 6. the offer of any required conversion coverage (if any); 7.second qualifying events; and 8.written COBRA procedures. F.General Notices. If selected as an optional service in Exhibit A, Administrative Firm shall, based upon information provided by Adopting Employer, issue a general COBRA notice to all individuals who enroll in the Plan(s) (that are subject to COBRA) coincident with or subsequent to the Effective Date. Administrative Firm is entitled to rely upon the information provided by Adopting Employer and is under no obligation to independently verify such information. G.Continuation Coverage Eligibility, Notification of Right to Elect, and Notification of Unavailability. Administrative Firm shall determine if a Qualifying Event has occurred based upon information provided to it by the Adopting Employer and/or the person making the claim for Continuation Coverage. Such determinations regarding claims shall be made in accordance with the written terms and conditions of the Plan. With respect to this responsibility, Administrative Firm is entitled to rely upon the information provided by Adopting Employer and/or person making the claim and is under no obligation to independently verify such information. If Administrative Firm determines a Qualifying Event has occurred, Administrative Firm will generate and mail to the Qualified Beneficiaries any notices and/or election forms required under applicable law or otherwise necessary to facilitate the provision of Continuation Coverage. If Administrative Firm determines no Qualifying Event has occurred, or a Covered Individual is not entitled to Continuation Coverage or an extension of Continuation Coverage, Administrative Firm shall notify any person whose claim for Continuation Coverage is denied of the reasons for the denial and of the person’s rights, if any, to have the denial reviewed in accordance with the terms and provisions of the Plan. The Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 4 | Page notification and review will be in a manner agreed upon by Adopting Employer and Administrative Firm. Administrative Firm will refer to Adopting Employer any claim or class of claims specified in writing by Adopting Employer as well as any claim that is disputed after the initial denial. Adopting Employer shall have final discretionary authority to make all determinations regarding Continuation Coverage under the Plan. Notices described herein will be provided based upon the address information provided by Adopting Employer. H.Reinstatement. If the Qualified Beneficiary elects Continuation Coverage (or is entitled thereto without an election) and pays any required premiums within the required timeframes with respect to any Plan, Administrative Firm shall complete and submit any required documentation to insurance carriers and/or third party service providers regarding reinstatement of coverage under such Plan for Continuation Coverage purposes. I.Termination of Continuation Coverage. Except as specifically noted below, Administrative Firm shall complete and submit any required documentation to insurance carriers and/or third party services providers regarding termination of a Continuation Participant's Continuation Coverage under a Plan, including, but not limited to, termination due to expiration of the required continuation period or failure to timely pay premiums. Administrative Firm shall also notify impacted Continuation Participants of the termination of Continuation Coverage if such notification is required by applicable law. If such coverage is available, Administrative Firm shall also notify Continuation Participants of the right elect conversion coverage upon termination of Continuation Coverage. J.Collection of Continuation Coverage Premiums. Administrative Firm shall collect payments for Continuation Coverage premiums and forward them to Adopting Employer by the 15th of the month next following the month in which they were received. Administrative firm shall not accept, as payment in full, insignificant shortfalls. Administrative will send payment notice to collect such premium payments as in accordance with COBRA regulations. K.Open Enrollment. If selected as an optional service in Exhibit A, Administrative Firm shall distribute annual enrollment materials to Continuation Participants entitled to participate in open enrollment during the applicable annual open enrollment period and answer questions from Continuation Participants regarding open enrollment. At the conclusion of the open enrollment period, Administrative Firm shall provide to the Adopting Employer and the applicable insurance carriers and/or third party service providers enrollment and/or election information regarding the Continuation Participants. Adopting Employer shall provide to Administrative Firm all information necessary to allow such Continuation Participants to participate in open enrollment and Administrative Firm is entitled to rely upon the information provided by Adopting Employer and is under no obligation to independently verify such information. L.Reports. At the end of each month, Administrative Firm will prepare reports detailing the ongoing activities and status for each Qualified Beneficiary and Continuation Participant. This report will be sent to Plan Administrator by the 15th of each month. M.Administrative Materials. At the direction of Adopting Employer and Plan Administrator, Administrative Firm shall prepare draft documentation relating to Continuation Coverage under the Plans, including, but not limited to, initial notices of rights, election notices, election forms, and various administrative forms. Plan Administrator shall finalize and approve for use the administrative documents. Unless mutually agreed otherwise, such finalization shall be accomplished prior to the use or distribution of such documents. Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 5 | Page N.Compliance with Applicable Law. Administrative Firm shall comply with applicable federal and state laws and regulations applicable to Administrative Firm's responsibilities under this Agreement. O.Insurance. The Administrative Firm shall maintain professional liability and errors and omissions insurance in the amount of $2,000,000.00. P.Subcontractors. The Administrative Firm may hire subcontractors to perform any of the services required of it under this Agreement and to act as its designee for purposes of this Agreement. III.Duties of Adopting Employer and Plan Administrator A.Establishment & Plan Maintenance. Adopting Employer shall establish and maintain the Plans. The Plan Administrator shall be responsible for the operation and administration of the Plans. In accordance with this Agreement, Administrative Firm shall provide Administrative Services to Adopting Employer and Plan Administrator in connection with the operation and administration of the Plans. B.Determination of Application of Continuation Laws. Adopting Employer shall have sole responsibility for determining to which applicable laws requiring Continuation Coverage it and its benefit plans are subject, including, but not limited to, whether it is entitled to the small plan exemption available under COBRA. Adopting Employer shall notify Administrative Firm if, after the Effective Date, the Continuation Coverage applicable to the Plans changes. C.Provision of Relevant Information. Adopting Employer shall provide to Administrative Firm all relevant information, as determined by the Administrative Firm, necessary for Administrative Firm to perform the Administrative Services required by this Addendum. As part of the foregoing responsibility, within ten (10) days following the date on which Administrative Firm begins to provide services to Adopting Employer with respect to Continuation Coverage, Adopting Employer shall provide to Administrative Firm a list of all Continuation Participants and all Qualified Beneficiaries who have not yet become Continuation Participants and the dates on which: (i) such individuals experienced Qualifying Events, (ii) such individuals’ coverage under the Plan(s) ended, (iii) such individuals were provided an election notice, if any, and (iv) such individuals elected Continuation Coverage, if they have done so. Administrative Firm is entitled to rely upon all information provided by Adopting Employer and is under no obligation to independently verify such information. D.Late Notification to Administrative Firm. Administrative Firm's responsibilities under this Agreement are, in some cases, triggered upon the provision of relevant information by Adopting Employer. If such information is not provided in a timely manner, Administrative Firm shall use best efforts to quickly perform its responsibilities. However, ultimate responsibility for any consequences, damages, penalties, and the like attributable in whole or in part to the late notification to Administrative Firm remain with Adopting Employer. For purposes of this provision, "timely" refers to a period of time specified in this Agreement or, if not specified, the period of time reasonably sufficient for Administrative Firm to perform its responsibilities within the time period required under applicable law. E.Termination of Coverage. Upon the occurrence of an event triggering a loss of coverage under the Plan, Adopting Employer shall be solely responsible for completing and submitting to insurance carriers and/or third party service providers any documentation required to terminate such Covered Individual's coverage under the Plan. Adopting Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 6 | Page Employer shall also notify Administrative Firm of the event within thirty (30) days of the event or of receipt of notification from a Qualified Beneficiary of the event. F.Cost of Continuation Coverage. Adopting Employer shall provide Administrative Firm with the Applicable Premium calculations for Continuation Coverage under each Plan at least forty-five (45) days prior to the start of the twelve-month period to which they relate. Administrative Firm shall be entitled to rely on such information. G.Continuation Coverage Documents. Adopting Employer shall provide direction to Administrative Firm, as necessary, regarding Continuation Coverage documentation. Adopting Employer shall approve all such materials within thirty (30) days following delivery by Administrative Firm, unless such deadline is extended by mutual agreement of all parties. Adopting Employer's failure to object within such time period (including any agreed upon extension period) shall constitute approval. Adopting Employer shall be solely responsible for the content of Continuation Coverage documentation it has been provided for review and approval. H.Alternative Coverage. Adopting Employer must notify Administrative Firm of any Alternative Coverage that impacts the services that would otherwise be provided by Administrative Firm under this Agreement. If such Alternative Coverage increases the amount of work Administrative Firm must perform to comply with this Agreement, Administrative Firm reserves the right to charge additional administrative service fees hereunder as agreed by the parties. Administrative Firm shall be entitled to rely on the information provided by Adopting Employer. I.Continuation Coverage Determinations. Through this Agreement, Adopting Employer delegates to Administrative Firm authority to make the described determinations related to Continuation Coverage under the Plans. If Adopting Employer disagrees with Administrative Firm on a particular determination, Adopting Employer shall immediately notify Administrative Firm, in writing, of such disagreement and direct Administrative Firm regarding the situation. Adopting Employer shall be solely responsible for the final determination of such a claim, which shall be communicated in writing to Administrative Firm. Administrative Firm shall be entitled to rely on the final determination made by Adopting Employer. J.Review of Reports. Adopting Employer shall review all reports provided by Administrative Firm. Adopting Employer shall be solely responsible for comparing the information contained in such reports with information provided by the insurance carriers and/or third party service providers to confirm: (i) reinstatement of coverage for Qualified Beneficiaries electing Continuation Coverage; and (ii) termination of Continuation Coverage for Continuation Participants losing Continuation Coverage. Provided it has complied with its responsibilities described in Sections II.H. and II.I., Administrative Firm shall have no responsibility for ensuring insurance carriers and/or third party service providers properly initiate Continuation Coverage for a Qualified Beneficiary electing such coverage or properly terminate a Continuation Participant’s Continuation Coverage, as the case may be. K.FMLA Determinations. Adopting Employer shall make determinations regarding FMLA, including, but not limited to, whether FMLA applies. Administrative Firm shall not make determinations regarding FMLA. Furthermore, Administrative Firm shall be entitled to rely upon the information provided by Adopting Employer and is under no obligation to independently verify such information. L.Continuation Law Compliance. Adopting Employer shall be solely responsible for compliance with applicable law regarding the provision of Continuation Coverage (e.g., Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 7 | Page COBRA, USERRA, and state continuation laws) with respect to any plans sponsored the Adopting Employer not specifically identified as a Plan for purposes of this Agreement. M.Medical Child Support Order Compliance. Plan Administrator shall be solely responsible for all aspects of compliance with applicable law regarding medical child support orders, including, but not limited to, establishing procedures and determining whether a medical child support order is valid. Plan Administrator shall provide notice to Administrative Firm of any Covered Individuals covered under a Plan by virtue of a medical child support order and of any Covered Individuals who cease to be covered under a Plan by virtue of the expiration of a medical child support order. Administrative Firm shall be entitled to rely upon the information provided by Plan Administrator pertaining to medical child support order. N.HIPAA Compliance. Adopting Employer and/or Plan Administrator (or their designees) shall be responsible for all aspects of compliance with HIPAA, including, but not limited to providing certificates of creditable coverage to Continuation Participants and notices of privacy practices. Administrative Firm shall provide no services with respect to HIPAA compliance unless required under another agreement for administrative services between the parties. O.Payment of Administrative Services Fees. In consideration of Administrative Firm’s performance of the services described in this Agreement, Adopting Employer and/or Plan Administrator shall pay Administrative Firm’s administrative fees as described in Exhibit A. 1.Failure to Pay. Fees are due thirty (30) days from receipt of the invoice. Any failure to pay any such fees by the date upon which they are due may, at the Administrative Firm’s option, result in the Administrative Firm’s (1) imposition of a late fee equal to the lesser of (i) 1.5% of the outstanding balance, or (ii) the maximum amount allowed by the usury laws of the applicable state, and/or (2) suspension of performance of its services under this Agreement until such time as such fees are paid or termination of this Agreement. 2.Fees for Additional Services. In the event additional adjustments that are not part of the normal plan administrative services contemplate by this Agreement, or chosen by Plan Administrator on Exhibit B, are required, Administrative Firm may charge the Adopting Employer an additional fee commensurate with the additional services provided. Administrative Firm will inform the Adopting Employer of the amount of the additional fee in advance of conducting the additional administrative services. P.Regulatory Compliance. Adopting Employer and Plan Administrator shall be responsible for compliance with applicable laws and regulations pertaining to the Plans. Adopting Employer and Plan Administrator shall be responsible for any and all governmental or regulatory charges resulting from Adopting Employer's establishment and operation of the Plans. This provision does not relieve Administrative Firm from any statutory or agency requirements placed directly on it as a result of performing services under this Agreement. Q.Plan Interpretation. Plan Administrator possesses and exercises ultimate authority and responsibility for determining benefits under the Plan and making decisions regarding eligibility for participation, termination of participation, and payment of benefits. This authority and responsibility includes, but is not limited to, final review of Contribution Coverage denials. Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 8 | Page R.Other Information. Adopting Employer or Plan Administrator (including a designee) shall comply with all requests for information made by Administrative Firm reasonably necessary for Administrative Firm to fulfill its duties under this Agreement. Any documentation received by Adopting Employer or Plan Administrator (including a designee) that should have been provided to Administrative Firm shall be promptly forwarded to Administrative Firm. IV.Records & Information A.Maintenance and Access. Administrative Firm and Plan Administrator shall maintain adequate records relating to the terms and operation of the Plans for at least the Plan year to which the records relate and for an eight (8) year period thereafter. Each party shall have access to the records relating to the Plans maintained by the other party during normal business hours and upon reasonable notice and request and subject to applicable laws and regulations. The parties shall maintain the confidentiality of any information relating to Covered Individuals and the Plans in accordance with applicable laws and regulations. At the conclusion of the period for which records are required to be kept under this provision and prior to any modification, destruction or disposal of any records, Administrative Firm shall provide Plan Administrator an opportunity to review the records and obtain copies of any such records. All costs associated with such inspection and copying of records will be paid by Plan Administrator. B.Record Use. Administrative Firm, Adopting Employer, and Plan Administrator agree that the medical records, names, addresses, telephone numbers, Social Security numbers and other personal information relating to Covered Individuals, which Administrative Firm may obtain as a result of performing administrative services may be collected, maintained and used by Administrative Firm and Plan Administrator as necessary to administer the Plans. Administrative Firm and Plan Administrator may use patient specific and individually identifiable information, as necessary to properly administer the Plans, to defend any claim related to the Plans or to the provision of services under this Agreement, or as otherwise may be permitted by state or federal law. All parties agree that such information shall be considered confidential and protected as required under applicable law. C.Confidential Business Information. Administrative Firm, Adopting Employer, and Plan Administrator shall each take all necessary steps to protect the other parties’ confidential business information. Such information shall not be disclosed to third parties without the express written consent of the other parties unless required by law or court order. D.Transfer of Records. When this Agreement ends, Administrative Firm shall transfer to Adopting Employer, Plan Administrator, and/or any successor administrator those records Administrative Firm determines are reasonably necessary to effectuate a smooth transition of administration of the Plans and any other records Administrative Firm possesses that relate to the Plans. Administrative Firm intends that this transfer of records will satisfy its obligation to maintain such records as described above. Administrative Firm shall provide Plan Administrator an opportunity to review the records and obtain copies of any such records in addition to the records Administrative Firm has identified as necessary for a smooth transition or otherwise transferred. The details of such transfer including, but not limited to, the means, method and timing, shall be agreed to by the parties. All costs associated with such a record review and transfer will be paid by Adopting Employer and/or Plan Administrator. E.HIPAA Business Associate. Administrative Firm acknowledges its role as a business associate of certain Plans for purposes of the privacy and security standards under HIPAA. Exhibit B reflects the business associate contractual requirements. Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 9 | Page F.Nonpublic Data. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Administrative Firm must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1) all data provided by the Adopting Employer pursuant to this Agreement, and (2) all data, created, collected, received, stored, used, maintained, or disseminated by Administrative Firm pursuant to this Agreement. Administrative Firm is subject to all the provisions of the Minnesota Government Data Practices Act, including but not limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were a government entity. In the event Administrative Firm receives a request to release data, Administrative Firm must immediately notify Adopting Employer. Adopting Employer will give Administrative Firm instructions concerning the release of the data to the requesting party before the data is released. Administrative Firm agrees to defend, indemnify, and hold Adopting Employer, its officials, officers, agents, employees, and volunteers harmless from any claims resulting from Administrative Firm’s officers’, agents’, partners’, employees’, volunteers’, assignees’ unlawful disclosure or use of protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. V.Indemnification and Limitation of Liability A.Administrative Firm Indemnification. Administrative Firm agrees to indemnify and hold harmless Employer and Plan Administrator from any and all claims, losses, and expenses including, but not limited to, attorney's fees, incurred by Employer and/or Plan Administrator as a result of Administrative Firm's (or Administrative Firm affiliated company's) gross negligence, willful misconduct, fraud, criminal conduct, or breach of this Agreement. B.Limitation of Liability. In performing its obligations under this Agreement, Administrative Firm neither assumes liability for nor otherwise agrees to underwrite the benefits provided by the Plans. Except as otherwise provided herein, Administrative Firm shall have no duty or obligation to defend any legal action or proceeding brought to recover, directly or indirectly, a claim for benefits. C.Reliance on Data & Direction. Notwithstanding any provision of this Agreement to the contrary, Administrative Firm is not responsible or liable for any acts or omissions made pursuant to any direction, consent, or other request reasonably believed by Administrative Firm to be genuine and from an authorized representative of Employer or Plan Administrator. Administrative Firm is not responsible or liable for acts or omissions made in reliance on erroneous data provided by Employer or Plan Administrator to the extent Administrative Firm's acts or omissions are attributable to the erroneous data, or for the failure of Employer or Plan Administrator to perform their obligations under this Agreement. VI.Term and Termination A.Term. This Agreement is effective as of the Effective Date hereinabove. Upon expiration of the initial term (and each succeeding term), the Agreement shall automatically renew for an additional term until the termination of this Agreement pursuant to this Section VI of the Agreement. B.Termination. This Agreement may be terminated by either party at any time by written notice of intention to terminate given to the other party to be effective as of a specified date not less than sixty (60) days from the date such notice is received. Notwithstanding the foregoing, in the event the Plan Administrator terminates this Agreement pursuant to this Section VI.B. during any contract term for reasons other than termination for cause, as described in Section VI.C. below, the Plan shall pay to the Administrative Firm such Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 10 | Page transition reporting fees incurred by the Administrative Firm to transfer administration to successor claims administrator. C.Termination for Cause. Either party shall have the right to immediately terminate the Agreement upon: 1.The material breach of the terms of this Agreement, by either the Administrative Firm or the Adopting Employer, including failure to remit service fees due the Administrative Firm, if such material breach is not corrected within ten (10) days of receipt of written notice specifying the nature of the breach to the satisfaction of the non-breaching party; 2.The bankruptcy or insolvency of Adopting Employer or the Administrative Firm; or 3.The enactment of any law, promulgation of any regulation or action of any State or Federal agency or authority which makes or declares illegal the continuance of this Agreement or the performance of any of the services of the Administrative Firm hereunder. D.Post-Termination Obligations. Administrative Firm may, as mutually agreed upon by Adopting Employer, Plan Administrator and Administrative Firm, provide certain administrative services following the termination of this Agreement. VII.Miscellaneous A.Agreement Amendment. This Agreement may be amended only by mutual agreement in writing executed by all parties, except that the Administrative Firm may amend this Agreement to the extent necessary to comply with applicable federal, state or local laws or regulations. Notwithstanding the foregoing, Administrative Firm may amend Exhibit A to this Agreement by providing to Employer a copy of the amended Exhibit A at least sixty (60)days before the end of a term, provided that if Employer provides written notice to Administrative Firm of its objection to such amendment at least thirty (30) days prior to the end of a term, such amendment shall not become effective and the Agreement shall terminate at the end of the then current term. Notwithstanding the forgoing, Administrative Firm may revise Exhibit A at any time if any change in the law or regulations imposes upon Administrative Firm greater duties or obligations than are contemplated by this Agreement. B.Notices. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered personally, or sent by registered or certified mail or nationally recognized overnight carrier, postage prepaid, electronic transmission, or by facsimile transmission, to the address set forth below, or to such other address set forth in a notice given in the manner herein provided. All such notices, requests, information or other communications shall be deemed to have been given (i) when delivered if personally delivered, (ii) three business days after having been placed in the mail, if delivered by registered or certified mail, (iii) the business day after having been placed with a nationally recognized overnight carrier, if delivered by nationally recognized overnight carrier, and (iv) the business day after transmittal by facsimile if transmitted with electronic confirmation of receipt. Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 11 | Page If to Adopting Employer and Plan Administrator: City of Lakeville Attn: Tamara Schutta, Human Resources Manager 20195 Holyoke Avenue Lakeville, MN 55044 If to the Administrative Firm: 121 Benefits Attn: Linda Heuer, President 730 2nd Ave. S., Ste. 400 730 Building Minneapolis, MN 55402-2466 Phone: 612.877.4330 Fax: 612.877.4323 Upon the occurrence of a change in any of the above address information, each party shall notify the other party(ies) of such change within five (5) business days of the effective date of the change. C.Severability. The provisions of this Agreement are severable. If any provision of this Agreement is held invalid by a court of law or other tribunal, the invalidity of any provision will not affect any other provision of this Agreement. D.Survival. The rights and obligations described in Sections IV, V, and VI shall survive termination of this Agreement. E.No Waiver of Rights. Nothing in this Agreement shall be deemed to limit or abrogate any right or remedy available under law. The failure of any party to insist upon the strict observation or performance of any provision of this Agreement or to exercise any right or remedy shall not impair or waive any such right or remedy. F.Copyrighted Works. The Adopting Employer acknowledges that the Administrative Firm and its agents are the sole copyright owners of all administrative guides and forms and all other materials provided under the terms of this Agreement and that such material are proprietary to the Administrative Firm. The Administrative Firm grants the Adopting Employer a nonexclusive, nontransferable right to copy such materials provided such copies are needed for the sole purpose of collecting and reporting information regarding Covered Individuals or notifying Covered Individuals of information regarding the Plan. Other materials provided by the Administrative Firm shall not be copied or reproduced by the Adopting Employer without the Administrative Firm’s prior written consent. G.Non-Assumption of Liabilities. Unless specifically provided in this Agreement, the parties do not assume the existing or future obligations, liabilities or debts of the other party. H.Entire Agreement. This Agreement shall supersede and replace any and all other agreements between the parties relating to the same subject matter. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof, except as otherwise provided in this Agreement. I.Governing Law. The Agreement shall be governed by and interpreted in accordance with applicable federal law. To the extent the federal law does not govern, this Agreement shall be governed by the laws of the State of Minnesota and the courts in such state shall have sole and exclusive jurisdiction of any dispute related hereto and arising hereunder. Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 12 | Page J.Independent Contractors. The Administrative Firm shall be construed to be acting as an independent contractor and not as an employee of Adopting Employer or Plan Administrator. The Administrative Firm, Adopting Employer and the Plan Administrator shall not have the power or authority to act for or on behalf of, or to bind the other party, except as set forth in this Agreement. K.Third Party Beneficiaries. The obligations of each party to this Agreement shall inure solely to the benefit of the other signatory party(ies). Except as expressly provided in this Agreement, no person or entity is intended to be or shall be construed or deemed to be a third party beneficiary of this Agreement. L.Successors and Assigns. This Agreement shall be binding on any successors, assigns and subcontractors of the parties authorized under this Agreement. M.Audit Rights. The parties agree to cooperate in all reasonable audits. Audit fees shall be payable by the party initiating the audit. Audits shall be conducted using procedures mutually agreed upon by the parties. Results of the audit may be shared with the party being audited at the sole discretion of the party initiating the audit. N.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. O.Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement arising out of a cause beyond its control or without its fault or negligence. Such causes may include, but are not limited to, fires, floods, and natural disasters. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the effective date indicated above. ADOPTING EMPLOYER By: Authorized Representative of City of Lakeville Its: _________________________ _____ PLAN ADMINISTRATOR By: Authorized Representative of City of Lakeville Its: _ ______________________________ ADMINISTRATIVE FIRM By: Authorized Representative of DRT Benefits Corp. dba 121 Benefits Its: President By: _______________________________ Authorized Representative of City of Lakeville Its: _ ______________________________ City Clerk Human Resources Manager Mayor Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 13 | Page LIST OF EXHIBITS A Administrative Fees B Business Associate Agreement Continuation Administrative Services Agreement (Gov’t) 121 Benefits and City of Lakeville 14 | Page EXHIBIT A Administrative Fees October 1, 2016 – December 31, 2018 The Broker shall make payments of administrative service fees in accordance with the following schedule: COBRA Coverage Services Fees Paid by NFP Corporate Benefits Initial Set-Up Fee: $ 250.00 (one-time fee) Takeover Fee: $ 10.00 Per transferred Participant (one-time fee) Administration Fee: Continuees / Retirees $ 8.00 per Qualified Beneficiary / Retiree per month 1 Qualifying Event Fee $ 17.50 per event 2 Monthly Minimum Fee $ 125.00 Optional Services Initial New Hire General Notice $ 3.00 per eligible Employee Open Enrollment Packets $ 10.00 per packet; if larger than standard business envelope 121 Benefits will retain the 2% COBRA administrative fee 1 There shall be a minimum Administration Fee of $125.00 per month. 2 Event is defined as the receipt by Administrative Firm of a notice of a qualifying event, regardless of the number of qualified beneficiaries covered by such notice. Continuation Administrative Services Agreement 121 Benefits and City of Lakeville 1 | Page EXHIBIT B BUSINESS ASSOCIATE AGREEMENT [amended for HITECH under ARRA] This Business Associate Agreement (“Agreement”) is entered into by and between City of Lakeville (“Covered Entity”) and DRT Benefits Corp. dba 121 Benefits, a Minnesota corporation (“Business Associate”) (each a “Party” and collectively the “Parties”). I.Purpose The Parties have entered into an agreement for services dated ____ day of ______, 20__, a copy of which is attached, through which Business Associate provides various services at the request of Covered Entity (the “Services”)”. This Agreement is intended to constitute a “business associate” Agreement, as required under the privacy and security provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended. The parties acknowledge that portions of HIPAA apply directly to Business Associate as provided in the Heath Information Technology for Economic and Clinical Health Act (“HITECH”). Business Associate’s obligations under this Agreement may be the same as, or in some cases in addition to, Business Associate’s obligations under HIPAA. II.Definitions Unless otherwise defined herein, all capitalized terms in this Agreement shall have the same meaning as provided under the Privacy Rule and/or Security Rule. A.Effective Date – means October 1, 2016, unless specifically noted otherwise herein. B.Electronic Protected Health Information (Electronic PHI) – shall have the same meaning as the term “electronic protected health information” in 45 C.F.R. 160.103, limited to the information created, received, or transmitted by Business Associate on behalf of Covered Entity. C.Individual - shall have the same meaning as the term “individual” in 45 C.F.R. Section 160.103, limited to individuals to whom Covered Entity provides coverage or services. D.Privacy Rule – means the Standards and Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part 164, subparts A, D, and E and the privacy provisions of HIPAA, as amended. E.Protected Health Information (PHI) – shall have the same meaning as the term “protected health information” in 45 C.F.R. 160.103, limited to the information created, received, or transmitted by Business Associate on behalf of Covered Entity. PHI specifically includes Electronic PHI. F.Secretary – means the Secretary of the Department of Health and Human Services or his/her designee. G.Security Incident – shall have the same meaning as the term “security incident” in 45 C.F.R. Section 164.304, unless defined differently in Covered Entity’s policies and procedures for compliance with the Security Rule, which shall be provided to the Business Associate. 9th March 17 Continuation Administrative Services Agreement 121 Benefits and City of Lakeville 2 | Page H.Security Rule – means the Security Standards and Implementation Specifications at 45 C.F.R. Part 160 and Part 164, subpart C and the security provisions of HIPAA, as amended. I.Standards for Electronic Transactions Rule - means the final regulations issued by the Department Of Health and Human Services concerning standard transactions and code sets under the Administrative Simplification provisions of HIPAA, 45 C.F.R. Part 160 and Part 162. III.Rights and Obligations of Business Associate A.Uses and Disclosures by Business Associate. 1.Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI (i) to perform functions, activities, or services for, or on behalf of, Covered Entity pursuant to any service agreement with the Business Associate, (ii)as permitted or required by this Agreement, or (iii) as Required by Law. Business Associate may disclose PHI to other Business Associates of Covered Entity, or to Business Associates of another Covered Entity that is part of an organized health care arrangement that includes Covered Entity, to the fullest extent allowed under applicable law. 2.Except as otherwise limited in this Agreement, Business Associate may use and disclose PHI for the proper management and administration of its business or to carry out its legal responsibilities to the extent allowed by the Privacy Rule and Security Rule. 3.Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. Section 164.504(e)(2)(i)(B). 4.Except as otherwise limited in this Agreement, Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 C.F.R. Section 164.502(j)(1). 5.Business Associate will limit its use, disclosure, or request of PHI to a Limited Data Set or the minimum necessary amount in accordance with the Privacy Rule. 6.Except as otherwise authorized by the Privacy Rule, Business Associate shall not directly or indirectly receive remuneration (whether financial or nonfinancial) in exchange for any PHI of a Covered Individual. This paragraph shall apply to exchanges of PHI occurring on or after the date that is six (6) months following the promulgation of final regulations addressing the restriction on the sale of PHI. 7.Business Associate may not use or disclose PHI regarding a Covered Individual with respect to a communication about a product or service that encourages recipients of the communication to purchase or use the product or service except as authorized by the Privacy Rule. This paragraph shall apply to exchanges of PHI occurring on or after the date that is six (6) months following the promulgation of final regulations addressing the restriction on the sale of PHI. Continuation Administrative Services Agreement 121 Benefits and City of Lakeville 3 | Page B.Additional Obligations of Business Associate. 1.Safeguards. Business Associate will implement administrative, physical and technical safeguards to prevent the improper use of, disclosure of, and tampering with PHI and to reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic PHI. 2.Reporting and Mitigation. a. Business Associate shall immediately notify Covered Entity of each acquisition, access, use, or disclosure of PHI of which it becomes aware that is made by Business Associate, its employees, representatives, agents, or subcontractors and that is not specifically permitted by this Agreement. b.Business Associate shall notify Covered Entity of any Security Incident of which it becomes aware. Business Associate shall provide such notification on a quarterly basis, unless a more prompt notice is otherwise required by this Agreement (e.g., under Section III.B.2.a or Section III.B.9). With respect to Security Incidents that result from an unsuccessful attempt to access, use, disclose, modify, or destroy Electronic PHI or interfere with system operations in an information system containing Electronic PHI, the notification required hereunder need only report the aggregate number of such incidents. c.Business Associate agrees to promptly mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure in violation of this Agreement or of a Security Incident. 3.Agents and Subcontractors. Business Associate will enter into a written contract with any agent or subcontractor, who creates, receives, maintains, or transmits PHI or Electronic PHI on behalf of Business Associate that requires such agent or subcontractor to comply with the same restrictions and conditions that apply by and through this Agreement to Business Associate with respect to such information. 4.Access to and Amendment of PHI. At Covered Entity’s direction or request, Business Associate shall: (a) make PHI specified by Covered Entity maintained in a Designated Record Set available to the individual(s) identified by Covered Entity as being entitled to access and copy that PHI, and (b) make PHI maintained in a Designated Record Set available to Covered Entity for the purpose of amendment and incorporating such amendments into the PHI. Associate shall provide such access and incorporate such amendments within ten (10)days of the request by the Covered Entity and in the manner specified by Covered Entity. Effective September 23, 2013, if the Protected Health Information requested by Covered Entity is maintained in a Designated Record Set electronically, Business Associate shall make available, within the time period specified above, a copy of such information in the electronic form and format specified by Covered Entity, provided such information is readily producible in such form and format. If the information is not readily producible in such form or format, Business Associate shall make the information available in a readable electronic form and format as agreed to by the parties. In the event any Individual makes a request for access to or amendment of PHI directly to Business Associate, Business Associate shall forward such request to Covered Entity within five (5) days thereof. Notwithstanding anything herein to the contrary, Covered Entity shall be ultimately responsible for (i) providing Continuation Administrative Services Agreement 121 Benefits and City of Lakeville 4 | Page access to the requested PHI, (ii) making the determination to deny access to requested PHI, (iii) determining whether the requested amendment shall be made, and (iv) if the request for amendment is denied, in whole or in part, complying with 45 C.F.R. Section 164.526. 5.Disclosure Accounting. Business Associate agrees to track disclosures of PHI, and information related to such disclosures, as is necessary to enable Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. Section 164.528. Upon Covered Entity’s request, Business Associate shall provide Covered Entity with an accounting of each disclosure of PHI made by Business Associate or its employees, agents, representatives, or subcontractors with respect to which Covered Entity is required to make an accounting under the Privacy Rule. Any accounting provided by Business Associate under this section shall include: (a) the date of the disclosure; (b) the name, and address if known, of the entity or person who received the PHI; (c) a brief description of the PHI disclosed; and (d) a brief statement of the purpose of the disclosure. In addition to the forgoing, Business Associate shall track other disclosures and/or make available to Covered Entity such information as is necessary for Covered Entity to comply with any additional accounting requirements effective as of the compliance date applicable under final regulations implementing such requirements. Notwithstanding anything herein to the contrary, Covered Entity shall be ultimately responsible for providing the disclosure accounting to the Covered Individual. 6.Policies and Procedures. As of the effective date of this replacement under HITECH (as specified by the Secretary), Business Associate shall conduct a security risk assessment (in accordance with 45 C.F.R. Section 164.306(b)(2)) and adopt and implement policies and procedures as required under the Privacy Rule and/or the Security Rule. 7.Access to Business Associate’s Internal Records. Business Associate shall make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to Covered Entity or the Secretary, for the purposes of the Secretary’s determining compliance with HIPAA. No attorney-client or other legal privilege will be deemed waived by Business Associate or Covered Entity as a result of this section. 8.Electronic Transactions. In the event the Business Associate transmits or receives any Covered Electronic Transaction on behalf of Covered Entity, it shall comply with all applicable provisions of the Standards for Electronic Transactions Rule to the extent Required by Law, and shall ensure that any agents and subcontractors that assist Business Associate in conducting Covered Electronic Transactions on behalf of Covered Entity agree in writing to comply with the Standards for Electronic Transactions Rule to the extent Required by Law. 9.Breach Notifications. If Business Associate accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses, or discloses Unsecured PHI, Business Associate shall notify Covered Entity, in accordance with the Privacy Rule, of a Breach of such information without unreasonable delay, but no later than sixty (60) days following discovery of the Breach. Continuation Administrative Services Agreement 121 Benefits and City of Lakeville 5 | Page C.Obligations and Rights of Covered Entity. 1.Notice of Privacy Practices. Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 C.F.R. Section 164.520, as well as any changes to such notice. 2.Requests by Covered Entity. Covered Entity shall not request or direct Business Associate to use or disclose PHI or Electronic PHI in any manner that would not be permissible under the Privacy Rule or Security Rule if done by Covered Entity. To the extent a dispute or difference of opinion exists between the Business Associate and Covered Entity regarding whether a use or disclosure is permissible, Business Associate may disclose the PHI under objection pursuant to the specific, written direction of Covered Entity. Any disclosures made pursuant to such specific, written direction shall be subject to the indemnification provisions of the Agreement. 3.Authorizations. Covered Entity shall notify Business Associate of any authorization provided by an Individual to use or disclose PHI (and changes in or revocation of such an authorization); to the extent that such information may affect Business Associate’s use or disclosure of PHI. Upon receipt of such notification, Business Associate shall use or disclose PHI in accordance with the authorization or changes thereto. 4.Restrictions. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. Section 164.522 or is required to agree under HITECH (and any changes to or termination of such a restriction), to the extent that such restriction may affect Business Associate’s use or disclosure of PHI. Upon receipt of such notification, Business Associate shall comply with such a restriction. IV.Term and Termination A.Term. This Agreement will begin and become effective on the Effective Date and shall terminate as provided in this Section IV. B.Termination. Subject to Section IV.C.2, this Agreement may terminate as described below. 1.This Agreement shall terminate upon the completion of the Services, unless the Parties thereafter continue a business relationship involving Business Associate’s use and disclosure of PHI. In that event, this Agreement shall continue during the business relationship. 2.In the event that a Party (the “non-breaching party”) discovers and determines that the other Party (the “breaching party”) materially breached or violated any of its obligations under this Agreement, the non-breaching party will notify the breaching party of such breach in writing and may immediately terminate the Agreement upon notice to the breaching party or may provide the breaching party with an opportunity to take reasonable steps to cure the breach or end the violation, as applicable, within a mutually agreed upon period of time. If the breaching party’s attempts to cure the breach or end the violation are unsuccessful within that period, without limiting the rights of the Parties under the Agreement, the non-breaching party may immediately terminate the Agreement upon notice to the breaching party if feasible. Continuation Administrative Services Agreement 121 Benefits and City of Lakeville 6 | Page 3.If Business Associate makes the determination that a material condition of performance has changed with respect to the Services or this Agreement, including changes to HIPAA, Business Associate may terminate this Agreement upon (30) days notice to Covered Entity. Business Associate agrees, however, to cooperate with Covered Entity to find a mutually satisfactory resolution to the matter prior to terminating. C.Effect of Termination. Upon termination of the Agreement, for any reason, Business Associate shall retain all Protected Health Information created or received by it on behalf of Covered Entity. Business Associate shall retain such Protected Health Information for the purpose of responding to inquiries from Covered Entity, Participants, or beneficiaries made following termination of the Agreement and for record retention purposes. The parties acknowledge that it is infeasible for Business Associate to return or destroy such Protected Health Information for these reasons. Business Associate will extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to that purpose, for so long as Business Associate maintains such Protected Health Information. V.General Provisions A.Regulatory References. A reference in this Agreement to a section in the Privacy Rule or the Security Rule means the section as in effect or as amended. B.Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule, the Security Rule, and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191. C.Interpretation. Any ambiguity in this Agreement shall be resolved to permit each Party to comply with the Privacy Rule and the Security Rule. D.Survival. The respective rights and obligations of Business Associate and Covered Entity under this Agreement shall survive the termination of this Agreement and any related services agreement. E.Indemnity. Each Party will indemnify, hold harmless, and defend the other Party and its affiliates, officers, directors, employees or agents from and against any claim, cause of action, liability, damage, cost or expense, including attorneys’ fees and court or proceeding costs, arising out of or in connection with any non-permitted or violating use or disclosure of PHI or other breach of this Agreement by such Party or any subcontractor, agent, person or entity under such Party’s control. F.No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties hereto, any rights obligations, or liabilities whatsoever. G.Conformance with Law. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the Parties to comply with the requirements of HIPAA. H.Notices. All notices, required or permitted by either party shall be in writing and shall be sufficiently given and served if personally delivered or sent by U.S. mail, postage prepaid and addressed to either party at the addresses designated below, or to such other place as either party may, from time to time, designate in writing to the other. Any such notice shall be deemed to have been given, if mailed as provided herein, as of the date mailed. Continuation Administrative Services Agreement 121 Benefits and City of Lakeville 7 | Page City of Lakeville Attn: Tamara Schutta Human Resources Manager 20195 Holyoke Avenue Lakeville, MN 55044 121 Benefits Attn: Linda Heuer, President 730 2nd Ave. S., Ste. 400 730 Building Minneapolis, MN 55402-2466 Phone: 612.877.4330 Fax: 612.877.4323 I.No Exclusion. Covered Entity represents that it has not, and Business Associate represents that neither it nor any of its employees, independent contractors or agents who will be working on the subject matter of this Agreement have been, excluded from participation in any federal or state Medicare, Medicaid, or any other third party payor program, nor is any such action pending. Each Party shall each immediately notify the other Party when it learns if such action is threatened, proposed or taken. If at any time either Covered Entity or Business Associate (or any of its employees, independent contractors or agents who will be working on the subject matter of this Agreement) are excluded, as described above, then the other Party may immediately terminate this Agreement. J.Governing Law. This Agreement shall be governed by the law of Minnesota, except to the extent preempted by federal law. K.Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. L.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral, with regard to this same subject matter. Notwithstanding the foregoing, this Agreement is intended to supplement (rather than supersede) the agreement between Business Associate and the sponsor of the Covered Entity related to the services that Business Associate provides with respect to administration of the Covered Entity. M.Counterparts. This Agreement may be executed in counterparts, each of which so executed shall be construed to be an original, but all of which together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Transmission by facsimile or electronic mail of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart. This Agreement and any amendment or modification may not be denied legal effect or enforceability solely because it is in electronic form, or because an electronic signature or electronic record was used in its formation. Continuation Administrative Services Agreement 121 Benefits and City of Lakeville 8 | Page IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date hereinabove. ADOPTING EMPLOYER By: Authorized Representative of City of Lakeville Its: _________________________ _____ PLAN ADMINISTRATOR By: Authorized Representative of City of Lakeville Its: _ ______________________________ ADMINISTRATIVE FIRM By: Authorized Representative of DRT Benefits Corp. dba 121 Benefits Its: President By: Authorized Representative of City of Lakeville Its: _ ______________________________ City ClerkMayor Human Resources Manager _________________________________