isolved Benefit Services – Service Agreement
Health Savings Account Administration
Additional Service Agreement

Employer desires to enable certain eligible employees to establish health savings accounts (as defined in Internal Revenue Code §223) with a particular health savings account (HSA) custodian or trustee. Employer wishes to engage the services of isolved Benefit Services, Inc. (“isolved Benefit Services”), who has partnered with one or more companies offering HSA services (“isolved Benefit Services Parties”) to make available to eligible individuals a Health Savings Account Program (the “Program”).

This Additional Service Agreement describes the rights and responsibilities of isolved Benefit Services and Employer with respect to various administrative services provided by isolved Benefit Services with respect to the Program. isolved Benefit Services will also provide current and updated information to Employer relating to compliance with Code §223. These notifications will be based on isolved Benefit Services’s interpretation as a consultant/benefits administrator of applicable law and should not be construed as tax or legal advice. The rights and obligations outlined below apply only to the extent this service is chosen by Employer in the Service Agreement.

This Additional Service Agreement is incorporated into and made a part of the Service Agreement (including the General Terms and Conditions). The effective date of this Additional Service Agreement is the effective date of the Service Agreement or, if later, the Service Date related to the services hereunder. The responsibilities of the Parties set forth in this Additional Service Agreement are in addition to any responsibilities set forth in the Service Agreement (including the General Terms and Conditions). If there is a conflict between this Additional Service Agreement and the Service Agreement (including the General Terms and Conditions), the Service Agreement (including the General Terms and Conditions) controls.

A. HSA Services. isolved Benefit Services shall undertake certain actions with regard to the HSAs for Employer as set forth below:

• 1. isolved Benefit Services will provide Employer's eligible employees with access to isolved Benefit Services's HSA services once an employee applies for an HSA with isolved Benefit Services and isolved Benefit Services has approved such employee for an HSA. isolved Benefit Services has sole discretion to approve an employee's application for an HSA with isolved Benefit Services. If approved by isolved Benefit Services, isolved Benefit Services will provide HSA services to HSA Account Holders in accordance with the Service Agreement and any other HSA-related account documents. Employer further understands that isolved Benefit Services will only offer such HSA services to an eligible employee whose application has been approved by isolved Benefit Services in accordance with its internal policies and procedures and for which the applicable fees ("Custodial Fees") have been paid. Nothing in this Additional Service Agreement prohibits the Employer from paying such Custodial Fees on the HSA Account Holder's behalf.
• 2. isolved Benefit Services Parties will implement procedures permitting the HSA to be funded by HSA Account Holders and Employer. Except as expressly set forth in this Additional Service Agreement, isolved Benefit Services shall have no responsibility with respect to contributions paid to the HSA, other than to receive the contributions paid or transferred to isolved Benefit Services and allocate them in accordance with clear instructions received from the Employer or other contributor or transferor. isolved Benefit Services has no obligation to ensure that contributions to an HSA Account Holder's HSA do not exceed the maximum annual contribution limit applicable to such an HSA Account Holder. isolved Benefit Services shall have no obligation to take affirmative actions to collect monies paid as contributions, such as, by way of example and not limitation, to pursue a check from an HSA Account Holder or other payor that does not clear. In the event that isolved Benefit Services receives contributions from or on behalf of an individual who fails to submit an executed HSA application within a period to be established by isolved Benefit Services, isolved Benefit Services shall refund such contribution to the employee or as isolved Benefit Services otherwise deems appropriate within its sole discretion. To the extent that the instructions provided to isolved Benefit Services with respect to contributions are not clear to isolved Benefit Services, isolved Benefit Services may take reasonable steps to resolve such ambiguity(ies). isolved Benefit Services reserves the right to take such acts in its discretion it deems appropriate with respect to such contributions, including, disgorgement, when it is unable to promptly obtain information sufficient to clarify the ambiguity(ies).
• 3. isolved Benefit Services shall have sole discretion to determine whether and under what circumstances to open or close an HSA and accept contributions and transfers of rollover contributions to, or distributions from, an HSA. isolved Benefit Services shall retain sole authority and discretion with respect to whether to place reasonable restrictions on the HSA.
• 4. isolved Benefit Services shall be entitled to rely on any instructions provided to it from HSA Account Holders, Employer, or any duly authorized third party retained or acting on behalf or for the benefit of any of them and shall have no obligation to test or otherwise verify or confirm the accuracy or completeness thereof, and shall have no responsibility for any actions or inactions taken in accordance with any such instructions received by isolved Benefit Services.
• 5. isolved Benefit Services and Employer shall perform their respective tasks as set forth in this Additional Service Agreement.
• 6. The Custodial Agreement is a separate agreement between isolved Benefit Services and/or its designated custodian and the HSA Account holder that establishes the rights and obligations of the Parties to the Custodial Agreement and such agreement does not give Employer any additional rights or obligations. Except as expressly provided herein, or in individual HSA Custodial Agreements entered into with HSA Account Holders, isolved Benefit Services shall have no duty or responsibility with regard to Employer or HSA Account Holders.
• 7. isolved Benefit Services is under no obligation to confirm or verify that HSA Account Holders are eligible to establish HSAs in accordance with the requirements of Code Section 223. "Code" means the Internal Revenue Code, and the regulations issued thereunder as amended from time to time.

B. Responsibilities of isolved Benefit Services

• 1. Access to Program(s). isolved Benefit Services shall provide the Employer with HSA-related service documentation (including an application and a Custodial Agreement) for distribution to eligible employees in accordance with Section C.5 of this Additional Service Agreement.
• 2. Verification of Information Provided to isolved Benefit Services. isolved Benefit Services is not responsible for verifying or confirming the accuracy or completeness of the data provided by the eligible employee nor is isolved Benefit Services responsible for verifying or confirming the eligibility status of the employee.
• 3. ERISA Compliance. isolved Benefit Services is not responsible for any compliance with ERISA to the extent that Employer has established the HSAs as an employee welfare benefit plan as defined by published DOL guidance.
• 4. General Administration of Program. Administration of the Program is conducted by isolved Benefit Services. isolved Benefit Services is not responsible for any administration of the Program other than as set forth herein. In addition, isolved Benefit Services may respond to inquiries from Employer and/or eligible employees regarding the employee’s HSA
• 5. Recordkeeping. isolved Benefit Services will maintain usual and customary records in isolved Benefit Services's possession that relate to the Services. Nothing in this Additional Service Agreement relieves Employer of any duty imposed by law or contract regarding the maintenance of records or from employing adequate audit, accounting and review practices.
• 6. Care and Diligence. isolved Benefit Services shall perform the Services exercising reasonable care and diligence and in a manner that other similarly-situated prudent service providers in the same industry performing the same services would exercise. isolved Benefit Services will not be liable to Employer for actions taken in good faith. isolved Benefit Services shall not be considered in breach of the Service Agreement if isolved Benefit Services refuses to perform services generally required under this Additional Service Agreement if the manner in which Employer desires such Services to be performed requires changes to isolved Benefit Services's existing standard operating procedures or is not in accordance with applicable law.
• 7. Service Documentation. isolved Benefit Services or a third party contractor may provide to Employer certain documentation (written or electronic) related to the Services ("Service Documentation"). All Service Documentation is copyrighted property of isolved Benefit Services or its third party contractors. Employer shall not reproduce, modify, edit or otherwise change the Service Documentation without the prior written consent of isolved Benefit Services unless the foregoing rights are provided for within the applicable Service Documentation. Any Service Documentation provided to Employer in electronic format shall be accompanied by a non-exclusive license solely to reproduce such materials in electronic or paper form; provided, however, that such reproductions shall not be modified, edited, or otherwise changed in any manner without isolved Benefit Services's prior written consent.
• 8. Section 125 documentation. isolved Benefit Services will provide a Section 125 Cafeteria Plan Document and access to online nondiscrimination testing for the plan.
• 9. Third Party Vendors. Nothing express or implied in the Service Agreement and/or in this Additional Service Agreement prohibits isolved Benefit Services from performing the Services itself, through an affiliate, or by contracting with a third party contractor to assist isolved Benefit Services in the performance of the Services hereunder including, without limitation, an affiliate or third party contractor located outside of the United States of America. isolved Benefit Services may add or change subcontractors at any time without notice to Employer.
• 10. Distributions and Access to HSA Funds. isolved Benefit Services shall provide HSA Account Holders with reasonable access to HSA funds in accordance with the Service Documentation. isolved Benefit Services is under no obligation to ensure that distributions from a HSA Account Holder's HSA are for qualified medical expenses (as defined in Internal Revenue Code Section 223). isolved Benefit Services is not responsible for funding reimbursement for any expenses attempted to be paid or reimbursed through the HSA.
• 11. Online Tools. isolved Benefit Services will provide Employer and HSA Account Holders with online HSA management tools.
• 12. Call Center. isolved Benefit Services will make available to Employer and HSA Account Holders a telephone-based support system (live or Interactive Voice Response (IVR)) in accordance with the applicable Service Documentation.
• 13. HSA Investments.
• • a. isolved Benefit Services may, in its sole discretion, make available to HSA Account Holders one or more investment opportunities offered in conjunction with the HSA ("HSA Investments").
  • b. HSA Investments are made available to HSA Account Holders in accordance with the terms and conditions applicable to the HSA Investments and the Custodial Agreement.
  • c. Employer understands and acknowledges that isolved Benefit Services will only make such HSA Investments available to an HSA Account Holder to the extent that such individual satisfies the eligibility criteria for making HSA Investments established by the isolved Benefit Services, in its sole discretion.
  • d. Employer understands and acknowledges the following with respect to the HSA Investments offered to HSA Account Holders:
  • • 1. isolved Benefit Services has engaged the services of a registered investment advisory who recommends a variety of mutual funds managed by HealthcareBank for acceptance by isolved Benefit Services. HealthcareBank is an affiliate of isolved Benefit Services. The registered advisory recommends such mutual funds to isolved Benefit Services in accordance with an established investment policy. The funds may change from time to time in accordance with a recommendation from the investment advisory and acceptance by isolved Benefit Services.
    • 2. isolved Benefit Services is under no obligation to and will not substitute, replace or delete any mutual funds offered through the HSA at the request of Employer.
    • 3. Each HSA Account Holder has sole discretion whether to invest in one or more of the funds offered through the HSA Investments program.
    • 4. Neither isolved Benefit Services nor its registered investment advisor will provide any investment advice to the HSA Account Holder and neither have any obligation to Employer or to the HSA Account Holder to review or monitor the HSA Account Holder's investment choices. Neither the isolved Benefit Services nor its registered investment advisor shall have liability or responsibility for the HSA Account Holder's investment.

C. Responsibilities of Employer As it relates to its Service Agreement between isolved Benefit Services and Employer, Employer is responsible for the following:

• 1. Determining Eligibility.
• • a. Employer is responsible for determining which employees are eligible for an HSA in accordance with Code §223 and the guidance issued with respect to Code §223 and notifying those employees of the availability of the program. isolved Benefit Services is under no obligation to confirm or verify that HSA Account Holders are eligible to establish HSAs in accordance with the requirements of Internal Revenue Code Section 223.
  • b. Employer shall offer a qualifying HDHP, as defined in Internal Revenue Code Section 223, during the Term of this Additional Service Agreement. isolved Benefit Services is under no obligation to confirm or verify that such HDHP satisfies the requirements of Internal Revenue Code Section 223. Nothing herein shall cause the isolved Benefit Services to be responsible for benefit claims and eligibility determinations with respect to any HDHP sponsored by Employer.
• 2. Information to isolved Benefit Services. Employer will furnish the information determined by isolved Benefit Services to be necessary to satisfy its responsibilities under this Additional Service Agreement. Such information will be provided to isolved Benefit Services in the format, time and in the method required by isolved Benefit Services. isolved Benefit Services shall assume that all such information provided to isolved Benefit Services by Employer or a designee of Employer (e.g., another third party administrator) is complete and accurate and isolved Benefit Services is under no duty to question the completeness or accuracy of such information. Employer understands that isolved Benefit Services cannot perform its duties under this Additional Service Agreement without complete, accurate and timely information and that isolved Benefit Services shall have no liability as a consequence of incomplete, inaccurate and/or untimely information provided to isolved Benefit Services by Employer, an employee of Employer, an HSA Account Holder or a third party who has provided information to isolved Benefit Services at Employer's request (e.g., a prior or existing service provider). Employer understands that additional fees may be required if isolved Benefit Services is required to take corrective action as a result of such incomplete, inaccurate or untimely information. Employer shall make its books, records, facilities, systems and personnel relating to its obligations and performance under this Additional Service Agreement available for review and audit when required by applicable laws or by State or Federal isolved Benefit Services or other regulatory authorities with jurisdiction over isolved Benefit Services.
• 3. Consent of Covered Individuals and HSA Account Holders. Except as otherwise set forth in this Additional Service Agreement, Employer is solely responsible for obtaining from its employees and HSA Account Holders all authorizations or consents required by applicable law that are necessary to perform the Services. Employer understands and acknowledges that isolved Benefit Services is under no obligation to obtain any authorizations or consents or to verify or confirm that Employer has obtained the appropriate authorizations or consents.
• 4. Electronic Funds Transfers. Employer is responsible for working with isolved Benefit Services to execute any required electronic transfers of funds, based on employer and/or employee contributions.
• 5. Fees. Fees for providing the service will be deducted from either the employer’s account or directly from the accounts of participating employees depending on payment option chosen by employer as indicated on setup forms.
• 6. Communications Regarding HSAs.
• • a. Employer shall use commercially reasonable efforts to offer the HSA Services provided by isolved Benefit Services directly to its eligible employees including, but not limited to, distributing HSA-related Service Documentation to eligible employees in accordance with isolved Benefit Services's instructions. isolved Benefit Services has sole discretion to determine the methods made available to eligible employees to apply for an HSA with isolved Benefit Services.
  • b. Employer shall not communicate the following to its employees in any form or fashion:
  • • i. that isolved Benefit Services provides services other than those set forth in the Custodial Agreement (as defined in Section A.6 above) and other HSA Service Documentation;
    • ii. that isolved Benefit Services is responsible for funding the HSAs; or
    • iii. that isolved Benefit Services has any involvement whatsoever with the High Deductible Health Plan ("HDHP") sponsored and maintained by Employer.
• 7. ERISA. Employer agrees to take all reasonable steps to avoid application of ERISA to the HSA Programs that Employer establishes with isolved Benefit Services. Employer understands and acknowledges that isolved Benefit Services is not responsible for any aspect of ERISA's participation, vesting, funding, reporting, disclosure, fiduciary requirements or any other obligation that might apply to the extent that such HSA Programs are deemed to be subject to ERISA. isolved Benefit Services may terminate this Additional Service Agreement upon written notice and without penalty as of the date that it determines, in its sole discretion, such HSA Programs may be subject to ERISA. Alternatively, isolved Benefit Services may, in its sole discretion, choose to continue to provide HSA Services to Employer subject to an additional fee.
• 8. Information to be Provided by Employer. To the extent permitted by applicable State and Federal privacy laws, Employer shall deliver to isolved Benefit Services all information that isolved Benefit Services deems necessary to perform HSA Services. Employer will deliver such information to isolved Benefit Services in the time and manner determined by isolved Benefit Services. Employer represents and warrants that it will obtain from eligible employees all consents and authorizations required under applicable law as necessary to disclose to isolved Benefit Services such information. isolved Benefit Services has no obligation to verify or confirm that such consents or authorizations have been obtained.