UKG READY BENEFITS

This services description (“Services Description”) describes how the UKG entity set forth in the Order that references this Services Description (“UKG”) will provide the health care benefit administrative services in accordance with the Continuation Laws (the “COBRA Administrative Services”) to the person or entity that is named on such Order (“Customer”). This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of the UKG Ready subscription services (collectively, the “Agreement”).

Customer sponsors one or more group health plans (each a “Plan” and collectively the “Plans”) which are subject to the health care continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or similar state continuation coverage laws which require the Plans to provide health care continuation coverage (“State Continuation Laws”) (collectively, COBRA and State Continuation Laws shall be referred to herein as “Continuation Laws”).

Customer wishes to access COBRA Administration Services provided by UKG as further described herein and in the applicable Order.

The parties agree that the terms and conditions contained in the Agreement shall apply to UKG’s provision of and Customer’s access to the Services, unless expressly stated otherwise in this Services Description.

In the event of a conflict between the terms and conditions of this Services Description and the terms and conditions of the Agreement, the terms and conditions of this Services Description shall prevail as it relates solely to the COBRA Administration Services. All other terms and conditions of the Agreement shall continue to remain in full force and effect for all other purposes.

Engagement.
Customer hereby engages UKG, on the terms and conditions set forth herein, to provide COBRA Administration Services effecting the Plan’s continuation of coverage under the applicable Continuation Laws.
Fees, Billing and Payment.
Customer agrees to pay a continuation administrative fee (“Continuation Fee”) to UKG for the COBRA Administration Services of two percent (2%) of the premium charged for continuation coverage. Continuation Fees are collected by UKG from Qualified Beneficiaries when UKG collects the continuation coverage premiums.

Customer acknowledges and agrees that when amounts are held in a Premium Account, as defined in the attached Schedule 1, such amounts may be credited with interest (at the rate determined by the financial institution holding the account assets, and subject to any applicable state or local restrictions on interest bearing accounts, (which generally shall be a money market interest rate) and that by agreeing to this Services Description, Customer (acting in its capacity as a fiduciary to the Plan) is directing that such interest be paid to UKG as additional compensation for the COBRA Administrative Services .
Scope of Services & Duties of the Parties
The parties acknowledge and agree that both parties have necessary and material duties in performance of the services set forth in this Services Description and Schedule 1, which terms and conditions shall be incorporated as if fully set forth herein.
1. Beneficiary Notifications. UKG will provide Qualified Beneficiaries with notification of continuation coverage rights and obligations as detailed in Schedule 1.
2. Collection of Premiums. UKG will be responsible for the collection of premiums from Qualified Beneficiaries electing continuation coverage and for the distribution of the Qualified Beneficiary's premiums to the insurer or Plan, as applicable, less a 2% administrative fee.
3. Maintenance of Records. UKG will maintain sufficiently detailed physical and/or computer records regarding Qualified Beneficiary notification, beneficiary election (or waiver) of benefits, and notification of conversion. UKG will maintain and keep all records including worksheets, receipts, and vouchers for seven (7) years after the documents to which they relate are filed unless otherwise exempted. UKG will transfer all retained records to Customer or its plan administrator if requested by the Customer in writing.
4. Beneficiary Requests for Information. UKG will furnish any Qualified Beneficiary with retained plan information upon the beneficiary's written request.

Services Provided Strictly Through UKG Ready.
Customer acknowledges and agrees that access to the COBRA Administration Services provided under this Services Description will be facilitated through the UKG Ready subscription services (“UKG Ready”). All notices and information provided to UKG (including notices and information provided to UKG by Customer’s employees, employees’ spouses and dependents, Qualified Beneficiaries, and any other authorized person) must be submitted through UKG Ready in accordance with the requirements established by UKG. Customer further acknowledges and agrees that UKG is not liable for providing the COBRA Administration Services (or a failure to provide such services) if notices or information are not provided to UKG through UKG Ready, unless it is otherwise agreed in writing.
Not a Fiduciary or Plan Administrator; No Trust Created.
The parties acknowledge and agree that UKG shall only perform functions that are administrative in nature, and that UKG is not acting as a Plan Fiduciary as defined by the Employee Retirement Income Security Act of 1974 (“ERISA”). Nothing in this Services Description shall be construed as an appointment of UKG as the Administrator of the Plan, as that term is defined in the Plan and by ERISA. Furthermore, nothing in this Services Description shall relieve Customer of any of the responsibilities that Customer assumes by adopting, executing, or administering the Plan, or otherwise by operation of law.

The parties further acknowledge and agree that UKG acts as a collection agent for the purpose of facilitating Customer’s collection of continuation coverage premiums and Customer’s remittance to the insurer or Plan, as applicable. Customer agrees that any premium funds paid by Qualified Beneficiaries or third parties to UKG are, and shall remain the general assets of the Customer, are not “plan assets” within the meaning of ERISA, and shall remain subject to the claims of Customer’s creditors until such time as those amounts are remitted to the appropriate insurer or Plan. Customer further understands and acknowledges that UKG is not a financial institution and is not responsible for Customer satisfying any applicable trust requirements solely as a result of UKG’s role as a collection agent.
Term and Termination.
The term of the COBRA Administration Services shall be as specified in the applicable Order. Upon termination or expiration of the COBRA Administration Services, the provisions in this Services Description, which by their nature are intended to survive past termination of the Agreement, will so survive.
Miscellaneous.
These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

Customer acknowledges and agrees that any regulated financial services, including regulated aspects of any applicable payment services provided hereunder will be performed by Kronos SaaShr, Inc. Customer further acknowledges and agrees that any regulated third-party administrator services provided hereunder will be performed by EverythingBenefits, Inc. Both Kronos SaaShr, Inc. and EverythingBenefits, Inc., are subsidiary companies of UKG Inc.

With respect to either party’s rights and/or obligations including but not limited to confidentiality, interpretation, enforceability (including UKG’s’ ownership of the COBRA Administration Services, marks and other of its Intellectual Property, disclaimer of warranties, limited liability, notice provisions, and indemnification), limitation of liability, indemnification, governing law, jurisdiction, assignment, and/or any action, claim or dispute related to or brought under this Services Description, all matters shall be governed by the Agreement.

SCHEDULE 1
DUTIES OF THE PARTIES

The following duties of the parties shall constitute necessary and material obligations of the parties:

UKG’s Duties:
1. Notices:
  1. General Notice. UKG will provide an initial notice of continuation coverage rights under COBRA (“General Notice”) to all of Customer’s covered employees and their dependents covered under Customer’s Plan within ten (10) days of receiving Customer’s list of names, emails, and addresses of each such employee and covered dependent.
  2. Election Notice. UKG will provide Qualified Beneficiaries with notification of their continuation rights within fourteen (14) days of receiving Customer’s notice of a Qualifying Event which has received Customer’s final determination as detailed herein. Upon receipt of Customer’s notice, UKG will make an initial determination as to whether a Plan participant has experienced a qualifying event triggering the right to continuation coverage under one or more Continuation Laws (a “Qualifying Event”) and whether such participant is eligible to receive continuation coverage under the Plan (a “Qualified Beneficiary”) and will notify Customer of this initial determination for Customer’s final determination of eligibility.
  3. Conversion Rights Notice. . If the Plan provides conversion rights, UKG will notify Qualified Beneficiaries within 90 days preceding the termination of the continuation coverage period of the right to convert to an individual health insurance policy upon the expiration of the continuation coverage period.
  4. Other Notices. UKG will provide such other statutorily required notices as Customer may request including notice of unavailability, notice of termination, and notice of plan changes within the time provided by law so long as Customer provides at least seven (7) days advance written notice to UKG.
2. Processing & Reporting:
  1. Elections Forms. UKG will process election forms received through UKG Ready from Qualified Beneficiaries and make initial determination of eligibility for confirmation by Customer.
  2. Other Forms. UKG will process early termination or extension applicability requests and make initial determinations for confirmation by Customer.
  3. Reports. UKG will provide reports regarding eligibility for and election of continuation coverage to the insurer for the Plan (with a copy to Customer) as necessary for the proper administration of continuation coverage consistent with the applicable Continuation Laws.
3. Premium Collection & Remittance:
  1. Premium Collection. UKG will invoice and collect insurance premiums from Qualified Beneficiaries in the amount of 100% of premium owed plus the 2% administrative fee.
  2. Premium Remittance. UKG will remit 100% of insurance premiums collected and owed to insurer or Plan, as directed by Customer, while retaining the 2% administrative fee paid by each Qualified Beneficiary.
    
    Upon receipt of premium payments from Qualified Beneficiaries for continuation coverage, UKG will collect such amounts and hold them in a collective account (the “Premium Account”) until the date established by the applicable insurer (or, as applicable, Customer or the Plan) when such amounts are required to be remitted, but no more frequently than monthly.
    
    UKG will maintain and render an accounting of the premiums received from Qualified Beneficiaries for continuation coverage. As directed by Customer in writing, UKG will establish a separate Premium Account in the name of Customer for an additional fee.
    
    If the premium paid for a Qualified Beneficiary's continuation coverage is less than the full current amount due, UKG will administer the partial payment consistent with the Continuation Laws and Treas. Reg. § 54.4980B-8, Q/A-5(d).
Customer’s Duties:
1. Maintain API Integration: Unless otherwise agreed to in writing by UKG in connection with use of an alternative form, Customer will continue to license or otherwise operate a payroll / human resource software (“System of Record”) that has an open application programming interface (“API”) providing the ability to exchange necessary data with UKG Ready in order for UKG to provide the COBRA Administration Services as set forth in the Services Description. In furtherance thereof, Customer will work in good faith with UKG to assist in resolving any technical or other business issues related to the System of Record or API necessary to facilitate integration between UKG Ready and the System of Record, whenever necessary.
2. Submit Timely, Complete and Accurate Information: Customer will furnish UKG with timely, complete and accurate information through UKG Ready (or an alternate form, if applicable) necessary for UKG to provide the COBRA Administration Services as set forth in the Services Description, including, but not limited to providing: (a) the names of all Qualified Beneficiaries eligible to elect continuation coverage, as well as the Qualifying Event date and the type of event (e.g., termination of employment, divorce, loss of dependent status, etc.), employee census information (including the coverage that the employee had at the time of the Qualifying Event), and dependent information for all dependents covered under the Plan at the time of the Qualifying Event; (b) mailing addresses; and (c) premium amounts payable for such continuation coverage and any other information necessary to enable UKG to perform the Services under this Addendum.
3. Review all Reports and Insurer Submissions for Accuracy: Customer will review all eligibility and election reports provided by UKG to the Customer or the insurer, and timely notify UKG of any errors or discrepancies in such reports within 10 business days. UKG will not be liable for any errors or discrepancies reported by Customer more than 10 business days after UKG has issued the subject report to Customer.
4. Correct and Remediate Errors: Customer agrees that Customer will resolve any discrepancies or inconsistencies in data or information maintained by any insurer (e.g., improper premium charge, error in eligibility for coverage, etc.) and Customer will provide updated information to UKG within five (5) business days of such resolution.
  
  Customer further agrees to notify UKG as soon as possible, and at least forty-five (45) business days in advance, of any changes in Plans, Plan designs, Plan rates or premium charges or selected insurance carriers, regardless of whether such changes are deemed mid-year changes or end-of-year changes.
  
  Customer acknowledges that information not provided to UKG at least ten (10) business days in advance of an insurer’s established deadline will be deemed untimely under this Services Description and may result in liability to Customer.
  
  UKG is entitled to rely on the accuracy, completeness, and timeliness of the information provided by Customer and Customer acknowledges and agrees that it retains all liability for the provision of continuation coverage to a Plan participant (including enrollment and related administration) if Customer provides UKG with incorrect, incomplete, or untimely information, including but not limited to, information regarding such participant’s status as a Qualified Beneficiary eligible for continuation coverage under the Continuation Laws.
5. Designate Authorized Person: Customer will Provide UKG through UKG Ready or as otherwise requested by UKG (e.g., the alternative form, if applicable) with the name of the individual(s) authorized to act on Customer’s behalf (an “Authorized Person”) in fulfilling Customer’s duties as detailed in this Services Description.
6. Establish Plan Cost and Payment Grace Period; Collect Outstanding Payments: Customer will advise UKG of the cost of the Plan for continuation coverage and the premium amount to be charged to Qualified Beneficiaries, as well as the length of the grace period within which Qualified Beneficiaries must make payment in order to avoid the loss of continuation coverage as established under the Plan. Customer shall also be solely responsible for the collection of past due premiums owed by Qualified Beneficiaries to whom continuation coverage was provided.
7. Obtain Consents for Electronic Communication: Customer will ensure that its employees and plan participants are advised that the General Notice will be communicated through email by default and that they consent to such electronic communication. In the event that Customer does not obtain such consent, Customer agrees to print the content (i.e.: text) of the General Notice from UKG Ready and provide such notice to the employee in a manner that ensures actual receipt (which may require providing a separate notice to the employee’s spouses/dependents). In the event that neither option above is available, Customer agrees to advise UKG that General Notices may have to be delivered by mail and acknowledge that additional fees may apply.