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HomeMy WebLinkAbout2025-126AMaster Service Agreement 2.0 A TRUE COPY N LAST CFRTI I BUTLER, CLERK PAGE This Master Service Agreement ("MSA") governs the provision of services to you (the "Employer") by Lively, Inc. ("Lively") and is an integral part of the agreement between you and Lively. An "Affiliate" of a party is defined as any business entity or enterprise, which controls, is controlled by, or is under common control with, such party. This MSA must be read in conjunction with all other agreements that describe Services purchased from Lively by Employer set forth in applicable Addenda (collectively, the "Agreement"). 1 General. 1.1 Services. Employer engages Lively on the terms and conditions set forth in this Agreement to provide certain services (the "Services") as set forth in the applicable Addendum or Addenda. The parties agree that Lively may provide the Services using different technology platforms and may also modify or change technology platforms in its discretion so long as the Services are provided, and Lively shall remain responsible to provide the Services, in accordance with the applicable Addendum. 1.2 Addendum. "Addendum" (or Addenda, as applicable) refers to each of the agreements attached to the MSA. Lively will provide a copy of any applicable Addendum upon reasonable request by Employer. Each Addendum will describe the tasks to be performed by the parties in connection with the Services outlined in that Addendum. Employer shall cooperate on a timely basis with Lively and perform the activities reasonably required by Lively to enable Lively to fulfill its obligations and responsibilities under this Agreement. In the event of any conflict between this MSA and any Addendum, the applicable Addendum shall control. 1.3 Employer Responsibility. Employer has the exclusive responsibility for providing Lively with timely and accurate information and data as necessary for Lively to provide the Services. 1.4 Plan Administrator; Fiduciary. For Services subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Employer is the Plan Sponsor and the named fiduciary for purposes of Employee Retirement Income Security Act of 1974 ("ERISA") §402(a) (to the extent such law applies) of any and all employee benefit plans or programs (each a "Plan" or, collectively, the "Plans"). Lively, or a designated third party provider, is an independent contractor engaged to perform the agreed upon Services in a non -fiduciary capacity. Written consent of Lively shall not be considered a representation that Lively has reviewed and/or approved the content of such communication or document. Employer is responsible for paying all fees and/or penalties arising from the Plans that are assessed by the Internal Revenue Service, the Department of Labor, and/or other federal, state, or local governmental agencies. 1.5 Implementation. The parties will establish an implementation plan and work in good faith to implement the Services and other arrangements contemplated by this Agreement in accordance with the terms hereof and applicable laws and regulations. Each of the parties will designate an employee(s) to facilitate and manage the implementation. 2 Term. The Term of this Agreement shall be for a period of at least one year, but shall be extended in the case of any applicable Addenda until ninety (90) days after the termination of all applicable Addenda. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 3 Communications and Relationship Management. 3.1 Lively contact designation. Lively will designate a contact or team responsible for responding to inquiries and requests made by Employer. 3.2 Employer communications. Employer is responsible for providing representatives ("Employer Administrators") duly authorized to receive and furnish information or instructions ("Employer Communication") within the Lively website as Employer Administrators. Lively may, without further review or verification, honor or act upon any Employer Communication. 3.3 Notices. All notices to Lively with respect to this Agreement shall be sent via electronic mail to employersupportlivelyme.com and/or to the Lively employee that has been assigned as Employer's dedicated customer support individual. All Notices to Employer with respect to this Agreement shall be sent via electronic mail to the Employer Administrator . Employer is responsible for maintaining an accurate list of Employer Administrators within secure. livelyme. com. Lively will notify Employer in writing if its contact information changes and shall provide Employer Lively's new contact information. 4 Representations and Warranties. 4.1 Applicable Laws. For purposes of this Agreement, "Applicable Law" means laws, regulations, rules or orders of the applicable government agency or jurisdiction to the extent such laws, regulations, rules or orders apply to the relevant party in the performance of its obligations under the Agreement. Additionally, "Data Privacy Law" means all laws, rules, regulations, governmental requirements, codes as well as international, federal, state, and provincial laws applicable to any information related to an identified or identifiable person ("Personal Information"). 4.2 Full Power and Authority. Each party represents and warrants to the other party that (i) it has the full right, power, and authority to enter into and perform its obligations under this Agreement, and (ii) no other contractual obligation exists that would prevent Employer from entering into this Agreement or performing its obligations under this Agreement. 4.3 Employer Warranties. Employer warrants that it complies with all applicable laws with respect to confirming the identity and eligibility of its employees and other individuals whose information Employer submits to Lively relative to this Agreement, and Employer has the necessary authorizations from such employees and individuals to provide such information to Lively. Employer also warrants that all information provided by Employer to Lively is accurate, complete, up-to-date, and it has, and will continue to have, the right to transfer, or provide access to, the Personal Information to Lively and its subprocessors, for processing consistent with the purposes contemplated in the Agreement and Addendum and such processing will not breach applicable Data Privacy Law. Employer acknowledges that Lively's relationship with the individual utilizing one or more of Lively Services ("Participant"), including employees of Employer, is governed by separate documents, including Lively's End User Agreement, Privacy Policy, Custodial Agreement, E - Signature Disclosure and any other document the Participant is required to sign. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 4.4 Lively Warranties. Lively represents and warrants that (i) it will perform the Services in substantially the manner and according to the specifications described herein and in the applicable Addenda; (ii) it can and shall comply in all material respects with Applicable Law performing its obligations under this Agreement; and (iii) it has right and authority to enter into this Agreement and to perform its obligations to the other party and the users as set forth in this Agreement. 5. Effect of Termination 5.1 Termination. Either party may terminate this Agreement for cause in the event of a material breach by the other party upon 90 days written notice, provided that the breaching party does not cure such breach on or before the end of the notice period. 5.2. Suspension. Lively may suspend Employer's access to the Lively platform at any time without notice if Services are discontinued, or if Lively reasonably believes that Employer has violated any term of this Agreement, or as required to provide maintenance to, or investigate any security vulnerabilities in the Services. In the event that the conditions of the suspension cannot be remedied within a reasonable period of time, Lively may terminate the Agreement. 6. Confidentiality 6.1 In the general course of implementing this Agreement and providing the Services, each party may disclose information that is considered confidential and proprietary to such party ("Confidential Information"). Unless permitted in writing by the party whose Confidential Information is disclosed, all Confidential Information disclosed by a party is to be considered strictly confidential and the receiving party shall use reasonable commercial efforts to maintain the disclosing party's Confidential Information as strictly confidential and to require their respective officers, directors, employees and agents to maintain the confidentiality of such information. These obligations shall not apply, however, to any information which (i) is already in the public domain at the time of disclosure or later becomes available to the public through no breach of this provision; (ii) was, as between the recipient and the disclosing party, lawfully in the recipient's possession prior to receipt from the disclosing party without obligation of confidentiality; (iii) is received by the recipient independently from a third party free to lawfully disclose such information to the recipient; or (iv) is subsequently independently developed by the recipient as evidenced by its business records. 6.2 In the event Employer receives a request or demand to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court of competent jurisdiction, an agency of any State of the United States or of any other jurisdiction in which it conducts business, or otherwise, Employer agrees to promptly notify Lively of the existence, terms and circumstances surrounding the request so that Lively at its own cost may seek a protective order or other appropriate relief or remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or Lively waives compliance with the provisions of this Agreement, Employer agrees to furnish only that portion of the Confidential Information which in the reasonable judgment of its counsel is legally required and to use its best efforts to ensure that confidential treatment will be accorded such Confidential Information. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 6.3 Parties agree that in the event either becomes aware of the occurrence of a breach of security with respect to Confidential Information, they will immediately act to stop such breach and as soon as practicable thereafter, notify the other in writing, of the breach, the extent of the breach, and possible consequences of the breach. Each shall undertake all reasonable actions under the circumstances to respond to the breach and to assure the other that it has made its best effort to mitigate any damages that may result from the breach. This provision shall survive the termination or expiration of this Agreement. 7. Safeguard 7.1 The Gramm -Leach -Bliley Act requires financial institutions and their service providers to create safeguards for customer records and information. The objectives of the safeguards are to (1) insure the security and confidentiality of customer records and information; (2) protect against any anticipated threats or hazards to the security or integrity of such records; (3) detect unauthorized access to or use of such records or information and (4) protect against unauthorized access to or use of such records or information that would result in substantial harm or inconvenience to any customer (the "Safeguarding Objectives"). In order to implement these safeguarding requirements, both are required to have written contracts with their service providers (any person or entity that maintains, processes, or otherwise is permitted access to customer information) that requires the service provider implement appropriate measures designed to meet the Safeguarding Objectives. 7.2 Lively may immediately suspend and/or terminate the applicable Addendum and/or the entire Agreement if Employer does not complete or pass the due diligence screening performed by Lively. This due diligence may include, but is not limited to, performing Know Your Customer screening on each beneficial owner and/or controller of Employer, as required by FinCEN. Lively will also screen Employer against the OFAC watchlists. Employer will undergo OFAC re-screen(s) at a cadence determined by Lively. 7.3 Employer represents and agrees that it has and will maintain in place commercially reasonable precautions to safeguard the confidentiality, security and integrity of Confidential Information in a manner designed to meet the Safeguarding Objectives. 8. Identify Theft Program Employer acknowledges that Sections 114c and 315 of the The Fair and Accurate Credit Transactions Act of 2003, Pub.L. 108-159 ("FACTA") require financial institutions and their service providers to create an Identity Theft Prevention Program designed to detect, prevent and mitigate identity theft. The program must include (1) procedures to identify relevant patterns, practices or specific activity that indicates the possible existence of identity theft ("Red Flags"); (2) detect Red Flags; (3) respond appropriately to detected Red Flags and (4) periodic updates to the identity theft program. For the sake of this section, "identity theft" shall have the meaning set forth in 16 CFR 603.2. Employer agrees to assist Lively in meeting its regulatory compliance with FACTA by notifying Lively immediately upon discovery of any pattern, practice or specific activity that indicates the possible existence of Identity Theft. This is in addition to any notification procedures required under Section 10 of this Agreement (Safeguards). 9. Intellectual Proptrty Rights A TRUE COPY CERTIFICATION ON LAST PAGE " YAN L. SUTLER, CLERK 9.1 Each party retains all respective intellectual property rights, including all patent, copyright and trademark rights in any materials, software or processes belonging to it, its subsidiaries or Affiliates, including but not limited to rights accruing by virtue of applicable federal, state, or common law protections for copyright, patent, trade secret, and trademark and/or service mark rights. In the event either party discovers a violation of such proprietary rights, that party, for itself and on behalf of its subsidiaries and Affiliates, expressly reserves the right to seek or pursue in an appropriate state or federal court all available remedies for the infringement of such rights. Except for any distribution rights granted to either party by the other under this Agreement, neither party grants any other rights or licenses to the other. Employer may not alter or supplement documents provided to Employer's employees in furtherance of opening a Lively account or any other document containing Lively's, or any other entity which is the custodian of monies, name without Lively's prior written consent. 9.2 Except as described herein and further in section 9.4 of this Agreement, parties shall not use any logo, trademark, service mark, trade name, or image of the respective owner whether any of the foregoing are registered or unregistered; or otherwise protected or protectable under state or federal law (each a "Logo") in any manner other than as is expressly authorized in writing by an authorized representative of the owner. A requesting party shall submit to the owner for prior written approval all proposed uses of the Logos, and shall not use any Logo without such approval. The owner reserves the right to review any approved use of the Logos and to require changes in such further use (such changes may include discontinuing the use, in the owner's sole discretion), and requesting party agrees to comply with any such requirements. The requesting party acknowledges and agrees that: (i) it shall not use any Logo in a manner likely to diminish their commercial value; (ii) it shall not knowingly permit any third party to use the Logos unless authorized to do so in writing by the owner; (iii) it shall not knowingly use or permit the use of any logo, trademark, service mark, name, or image likely to cause confusion with a Logo; (iv) any and all goodwill associated with a requesting party's use of any and all Logo(s) shall inure to the owner, its successors in interest, and assigns; (v) the Logos are and shall remain the sole property of the owner; (vi) nothing in this Agreement or any written authorization shall confer in the requesting party any right of ownership in any Logos, and the requesting party shall not make any representation to the effect, or use the Logos in a manner that suggests that such rights are conferred; and (vii) the requesting party shall not now or in the future contest the validity of any Logos. Notwithstanding the foregoing, Lively may use Employer Logo in internal materials or for investor related activity without prior written consent of Employer. 9.3 Lively and the Employer may provide links to each other's websites. Lively hereby grants to Employer, during the term of this Agreement, a non-exclusive, non -transferable, limited license to copy, display, and to use and transmit on and via the Internet the following Lively -owned Uniform Resource Locator ("URL"): https://www.livelyme.cQm or similar URL designated by Lively ("Lively Link"). The license with respect to Lively Link shall be limited to the placement of the link on the Employer website. The link will direct a user, by clicking on the link, to automatically transfer the user's screen page directly to Lively's designated web page, and to no other location. Employer hereby grants to Lively, during the term of this Agreement, a non- exclusive, non -transferable, limited license to copy, display, and to use and transmit on and via the Internet to a Employer owned Uniform Resource Locator ("URL") designated by Employer ("Employer Link"). The license with respect to the Employer Link shall be limited to the placement of the link on Lively website. The link will direct a user, by clicking on the link, to automatically transfer the user's screen page directly to the Employer's designated web page, and to no other location. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 9.4 Employer grants Lively the right to use its name and logo for marketing purposes. At any time, Employer may revoke Lively's ability to do this through written notice. Lively will cease to use Employer's name and/or logo after a reasonable period of time. 10. Limitation of Liability 10.1 LIVELY WILL NOT BE LIABLE TO EMPLOYER, REGARDLESS OF THE FORM OF THE ACTION AND WHETHER IN CONTRACT OR IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE CLAIM), FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION OR DELAY, LOSS OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF IT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. LIVELY WILL NOT BE LIABLE TO EMPLOYER FOR DAMAGES ARISING FROM, OR RESULTING FROM, ANY ACH FUNDS TRANSFER (WHETHER INITIATED MANUALLY IN THE APPLICATION, AS A RESULT OF AUTOMATIC FUNDS TRANSFER SETTINGS IN THE APPLICATION, OR THROUGH ANOTHER MECHANISM) RELATED TO: (a) EMPLOYER ERROR IN SETTING THE AUTOMATIC FUNDS TRANSFER FUNCTION OR FAILING TO ANTICIPATE ITS CONSEQUENCES; (b) ANY ADVERSE FINANCIAL, TAX OR OTHER CONSEQUENCES OF THE TRANSFER; (c) ANY FEES RELATED TO THE TRANSFER (INCLUDING WITHOUT LIMITATION OUTGOING AND INCOMING TRANSFER FEES AND INSUFFICIENT FUNDS FEES); (d) ANY CONSEQUENCES OF INCORRECT OR OUTDATED ACCOUNT OR BALANCE INFORMATION, WHETHER THAT INFORMATION WAS PROVIDED TO LIVELY THROUGH THE APPLICATION OR ANOTHER MECHANISM. ADDITIONALLY, THE AGGREGATE LIABILITY OF LIVELY TO EMPLOYER FOR ANY AND ALL LOSSES, DAMAGES, COSTS OR EXPENSES ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION AND WHETHER IN CONTRACT OR IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE CLAIM), WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL FEES ACTUALLY PAID BY EMPLOYER TO LIVELY UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM. 10.2 NOTWITHSTANDING SECTION 10.1 ABOVE, IN NO EVENT WILL LIVELY BE LIABLE TO EMPLOYER FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHERWISE, ARISING OR RESULTING FROM MISTAKE, THEFT, FRAUD OR OTHER MISCONDUCT BY EMPLOYER IN CONNECTION WITH THE APPLICATION. 10.3 THE LIMITATIONS SET FORTH IN THIS SECTION 10 DO NOT APPLY TO ANY claim, damage, liability, loss, government procedure OR cost, including WITHOUT LIMITATION reasonable attorneys' fees, incurred or suffered by Employer to the extent arising from or attributable to the unauthorized access of Personal Information by any third party that is caused by the gross negligence or willful misconduct of Lively. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 10.4 The parties expressly acknowledge and agree that Lively and Employer have entered into this Agreement in reliance upon the limitations of liability specified herein. 10.5 Some jurisdictions may not allow the exclusion or limitation of incidental, special, consequential, or other damages, so the above limitations or exclusions may not apply to any individual who establishes and maintains an account at Lively while employed by Employer. In such event, the liability of Lively for such damages with respect to the Services will be limited to the greatest extent permitted by applicable law in such jurisdiction. 11. Force Majeure Event 11.1 "Force Majeure Event" means any act or event, whether foreseen or unforeseen, that: (i) prevents a party (the "Nonperforming Party"), in whole or in part, from: performing its obligations under this Agreement; (ii) is beyond the commercially reasonable control of and not the fault of the Nonperforming Party, and (iii) the Nonperforming Party has been unable to avoid or overcome the act or event by the exercise of due diligence. A Force Majeure Event does not include economic hardship, changes in market conditions, insufficiency of funds, unavailability of equipment or supplies or strikes, work -to -rule actions, go-slows or similar labor difficulties. 11.2 If a Force Majeure Event occurs, the Nonperforming Party is excused from whatever performance is prevented by the Force Majeure Event to the extent so prevented. Despite the previous sentence, no obligation by either the Performing Party or the Nonperforming Party to make any payment required under this Agreement is excused as a result of a Force Majeure Event. 11.3 During the continuation of the Force Majeure Event, the Nonperforming Party shall exercise commercially reasonable efforts to mitigate or limit damages to the Performing Party, continue to perform its obligations under this Agreement to the extent it is able; and exercise commercially reasonable due diligence to cause the Suspension of Performance to be of no greater scope and no longer duration than the Force Majeure Event requires. 12. Miscellaneous 12.1 Either party may assign this Agreement to any subsidiary or Affiliate under its control, or as part of the sale of any substantial portion of its assets, or pursuant to any merger, consolidation or other reorganization, without the other party's prior written consent. Except as so provided, Employer may not assign its rights and responsibilities under this Agreement without the prior written consent of Lively, which consent shall not be unreasonably withheld. Lively may assign this Agreement for any reason with prior written notice to Employer. An assignee of either party, if authorized hereunder, shall have all of the rights and obligations of the assigning party set forth in this Agreement. 12.2 This Agreement will be governed, controlled and interpreted by the laws of the state of Florida without regard to the provisions thereof related to choice of laws or conflicts of laws. 12.3 If any term, condition or provision of this Agreement is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining terms, conditions A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK or provisions and the remaining terms, conditions and provisions shall remain in full force and effect. 12.4 The forbearance from or failure by any party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder. All rights and remedies of a non -defaulting party are cumulative and not exclusive of any remedies provided by law or equity. 12.5 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding on the parties. Electronic signatures and copies of the executed Agreement shall have full force and effect. 12.6 Employer acknowledges and agrees that this Agreement shall not preclude Lively from entering into similar agreements with other parties with respect to the marketing and administration of Lively account. 12.7 This Agreement, including all attachments hereto, sets forth the entire understanding of the parties, its subject matter and may not be modified or amended except in writing executed by both parties. If a separate agreement is executed in writing and executed by both parties, such agreement shall supersede this Agreement. DocuSipned by: By: E (,c,bl�ik, �v'a�,i(, By: 88CDE7A95A76446... Name: shobi n ural i 1 Name: Title: X00 Title: Company: Indian River County Company: Lively, Inc. Date: CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK BUSINESS ASSOCIATE AGREEMENT - Exhibit B This agreement ("Agreement") is effective as of 06/26/2025 Associate") and Indian River County- ("Covered Entity"). ("Effective Date") by and between Lively, Inc. ("Business WHEREAS, Business Associate will provide certain services to Covered Entity to assist with the administration of employee benefits programs, accounts, and/or services; and WHEREAS, Covered Entity and Business Associate mutually agree that the terms of this Agreement will comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its regulations promulgated thereunder (45 C.F.R. Parts 160-164). NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, Parties hereto agree as follows: A. Privacy of Protected Health Information. 1. Permitted Uses and Disclosures. Business Associate is permitted to use and disclose Protected Health Information, including electronic Protected Health Information (collectively "PHI"), that it creates or receives on Covered Entity's behalf or received from Covered Entity (or another business associate of Covered Entity) and to request Protected Health Information on Covered Entity's behalf (collectively, "Covered Entity's Protected Health Information") only as follows: a) Functions and Activities on Covered Entity's Behalf. Except as otherwise limited in this Agreement, Business Associate is permitted to request Covered Entity's Protected Health Information on Covered Entity's behalf and to use and to disclose Covered Entity's Protected Health Information for the following purposes: b) Business Associate's Operations. For Business Associate's proper management and administration or to carry out Business Associate's legal responsibilities, provided that, with respect to disclosure of Covered Entity's Protected Health Information, either: (i) The disclosure is Required by Law; or (ii) Business Associate obtains reasonable assurance, evidenced by written contract, from any person or entity to which Business Associate will disclose Covered Entity's Protected Health Information that the person or entity will: a. Hold Covered Entity's Protected Health Information in confidence and use or further disclose Covered Entity's Protected Health Information only for the purpose for which Business Associate disclosed Covered Entity's Protected Health Information to the person or entity or as Required by Law; and b. Promptly notify Business Associate (who will in turn notify Covered Entity in accordance with Section D (1) of this Agreement of any instance of which the person or entity becomes aware in which the confidentiality of Covered Entity's Protected Health Information was breached. c) Valid Authorization. Business Associate may use and disclose Protected Health Information to the extent allowable under a valid authorization from the individual who is the subject of the Protected Health Information. d) Minimum Necessary. Business Associate will, in its performance of the functions, activities, services, and operations specified in Section A(1) above, make reasonable efforts to use, to disclose, and to request of a Covered Entity only the minimum amount of Protected Health Information reasonably necessary to accomplish the intended purpose of the use, disclosure or request, except that Business Associate will not be obligated to comply with this minimum necessary limitation with respect to: (i) Disclosure to or request by a health care provider for Treatment; (ii) Use with or disclosure to an individual who is the subject of Covered Entity's Protected Health Information, or that individual's personal representative; (iii) Use or disclosure made pursuant to an authorization compliant with 45 C.F.R. § 164.508 that is signed by an individual who is the subject of Covered Entity's Protected Health Information to be used or disclosed, or by that individual's personal representative; A TRUE COPY A _rP117 COPY CERTIFICATION ON LAST PAGE (iv) Disclosure to the United States Department of MM, ler &1W1 nWi SPv0rC'DHHS") in accordance with Section E(1) of this Agreement (Such disclosure by Business Associate is not intended to waive any attorney-client privilege claimed by Business Associate.); (v) Use or disclosure that is Required by Law; or (vi) Any other use or disclosure that is excepted from the minimum necessary limitation as specified in 45 C.F.R. § 164.502(b) (2)• e) Exception to PHI. Parties acknowledge that Business Associate that processes consumer -conducted financial transactions by debit, credit, or other payment card, clears checks, initiates or processes electronic funds transfers, and conducts other activities that directly facilitate or effect the transfer of funds for payment for health care or health plan premiums. In doing so Business Associate is providing its normal financial transaction services to its own customers; it is not performing a function or activity for, or on behalf of, the Covered Entity. Any information disclosed to Business Associate by Covered Entity for the purposes described in this paragraph is not subject to the requirements of HIPAA and any accompanying regulations. 2. Prohibition on Unauthorized Use or Disclosure. Business Associate will neither use nor disclose Covered Entity's Protected Health Information except as permitted or required by this Agreement or in writing by Covered Entity or as Required by Law. 3. Security of Organization's Electronic Protected Health Information. Business Associate will develop, implement, maintain, and use administrative, technical, and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information (as defined in 45 CFR 160.103) that Business Associate creates, receives, maintains, or transmits on Covered Entity's behalf as required by the Security Rule, 45 CFR Part 164, Subpart C. 4. Security Incidents. Business Associate will promptly report to Covered Entity any successful (A) unauthorized access, use, disclosure, modification, or destruction of Electronic Protected Health Information or (B) interference with Business Associate's system operations in Business Associate's information systems, of which Business Associate becomes aware. Business Associate will promptly report to Covered Entity any use or disclosure of the PHI not provided for in this Agreement upon becoming aware of it and will indemnify and hold Covered Entity harmless from all liabilities, costs and damages arising out of or in any manner connected with the disclosure by Business Associate of any PHI. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. 5. Information Safeguards. Business Associate will develop, implement, maintain and use appropriate administrative, technical and physical safeguards, in compliance with 45 C.F.R. § 164.530(c) and any other implementing regulation issued by DHHS that is applicable to Business Associate's obligations with respect to Covered Entity's Protected Health Information. The safeguards will be designed to preserve the integrity and confidentiality of, and to prevent intentional or unintentional non -permitted use or disclosure of Covered Entity's Protected Health Information. 6. Subcontractors. For purposes of this Business Associate Agreement, "Subcontractor" is defined as an agent or Subcontractor who is providing the services that the Covered Entity contracted with the Business Associate to perform. Business Associate will require any of its Subcontractors, to which Business Associate is permitted by this Agreement or in writing by Covered Entity to disclose Covered Entity's Protected Health Information to provide reasonable assurances, that such Subcontractor will comply with the same privacy and security obligations with respect to Covered Entity's Protected Health Information that are applicable to Business Associate under this Agreement. B. Compliance with Transaction Standards. If Business Associate conducts in whole or part electronic Transactions on behalf of Covered Entity for which DHHS has established Standards, Business Associate will comply, and will require any Subcontractor it involves with the conduct of such Transactions to comply, with each applicable requirement of 45 C.F.R. Part 162. Business Associate will not enter into, or permit its Subcontractors or agents to enter into, any trading partner agreement in connection with the conduct of Standard Transactions on behalf of Covered Entity that: 1. Changes the definition, data condition, or use of a data element or segment in a Standard Transaction; 2. Adds any data element or segment to the maximum defined data set; 3. Uses any code or data element that is marked "not used" in the Standard Transaction's implementation specification or is not in the Standard Transaction's implementation specification; or 4. Changes the meaning or intent of the Standard Transaction's implementation specification.A TRUE COPY ,.ERTIFICATION ON LAST PAGE ''4N L. BUTLER, CLERK C. Individual Rights. 1. Access. Business Associate will, within 20 days following Covered Entity's request, make available to Covered Entity or, at Covered Entity's direction, to an individual (or the individual's personal representative) for inspection and obtaining copies Covered Entity's Protected Health Information about the individual that is in Business Associate's custody or control, so that Covered Entity may meet its access obligations under 45 C.F.R. § 164.524. 2. Amendment. Business Associate will, upon receipt of notice from Covered Entity, promptly amend or permit Covered Entity access to amend any portion of Covered Entity's Protected Health Information, so that Covered Entity may meet its amendment obligations under 45 C.F.R. §164.526. 3. Disclosure Accounting. So that Covered Entity may meet its disclosure accounting obligations under 45 C.F.R. § 164.528: a) Disclosures Subject to Accounting. Business Associate will record the information specified in Section C(3)(c) below ("Disclosure Information") for each disclosure of Covered Entity's Protected Health Information, not excepted from disclosure accounting as specified in Section C(3)(b) below, that Business Associate makes to Covered Entity or to a third party. b) Disclosures Not Subject to Accounting. Business Associate will not be obligated to record Disclosure Information or otherwise account for disclosures of Covered Entity's Protected Health Information: (i) That occurred before April 14, 2003; (ii) For Treatment, Payment or Health Care Operations activities; (iii) To an individual who is the subject of Covered Entity's Protected Health Information disclosed, or to that individual's personal representative; (iv) Pursuant to an authorization compliant with 45 C.F.R. § 164.508 that is signed by an individual who is the subject of Covered Entity's Protected Health Information disclosed, or by that individual's personal representative; (v) For notification of and to persons involved in the health care or payment related to the health care of an individual who is the subject of Covered Entity's Protected Health Information disclosed and for disaster relief, (vi) To law enforcement officials or correctional institutions in accordance with 45 C.F.R. § 164.512(k)(5); (vii) For national security or intelligence purposes in accordance with 45 C.F.R. § 164.512(k)(2); (viii) In a Limited Data Set; (ix) Incident to a use or disclosure that Business Associate is otherwise permitted to make by this Agreement; and (x) Otherwise excepted from disclosure accounting as specified in 45 C.F.R. § 164.528. (xi) Processing of any consumer -conducted financial transactions by debit, credit, or other payment card, clearing checks, initiating or processing electronic funds transfers, or conducting any other activity that directly facilitates or effects the transfer of funds for payment for health care or health plan premiums, or any other normal banking or other financial transaction services provided by Business Associate to its own customers. c) Disclosure Information. With respect to any disclosure by Business Associate of Covered Entity's Protected Health Information that is not excepted from disclosure accounting by Section 3(b)(ii) above, Business Associate will record the following Disclosure Information as applicable to the type of accountable disclosure made: (i) Disclosure Information Generally Except for repetitive disclosures of Covered Entity's Protected Health Information as specified in Section C(3)(c)(ii) below , the Disclosure Information that Business Associate must record for each accountable disclosure is (i) the disclosure date, (ii) the name and (if known) address of the entity to which Business Associate made the disclosure, (iii) a brief description of Covered Entity's Protected Health Information disclosed, and (iv) a brief statement of the purpose of the disclosure. (ii) Disclosure Information for Repetitive Disclosures For repetitive disclosures of Covered Entity's Protected Health Information that Business Associate makes for a single purpose to the same person or entity (including Covered Entity), the Disclosure Information that Business Associate must record is either the Disclosure Information specified in Section C(3)(c)(i) above for each accountable disclosure, or (i) the Disclosure Information specified in Section C(3)(c)(i) above for the first of the repetitive accountable disclosures, (ii) the frequency, periodicity, or number of the repetitive accountable disclosures, and (iii) the date of the last of the repetitive accountable disclosures. d) Availability of Disclosure Information. Business Associate will maintain the Disclosure Information for at least 6 years following the date of the accountable disclosure to which the Disclosure Information relates. Business Associate will report the Disclosure Information to Covered Entity upon 30 days' written notice. 4. Restriction Requests: Confidential Communications. Business Associate will comply with any agreement that Covered Entity makes that either (i) restricts use or disclosure of Covered Entity's Protected Health Information pursuant to 45 C.F.R. § 164.522(a), or (ii) requires confidential communication about Covered Entity's Protected Health Information pursuant to 45 C.F.R. § 164.522(b), provided that Covered Entity notifies Business Associate in writing of the restriction or confidential communication obligations that Business Associate must follow and furnishes Business Associate a copy of such agreement. Covered Entity will promptly notify Business Associate in writing of the termination of any such restriction agreement or confidential communication requirement and, with respect to termination of any such restriction agreement, instruct Business Associate whether any of Covered Entity's Protected Health Information will remain subject to the terms of the restriction agreement. D. Breach of Privacy Obligations. 1. Reporting. Business Associate will report to Covered Entity any use or disclosure of Covered Entity's Protected Health Information not permitted by this Agreement of which it becomes aware. Business Associate will make the report to Covered Entity's Legal Department not more than 10 days after Business Associate learns of such non -permitted use or disclosure. Business Associate's report will at least: a) Identify the nature of the non -permitted use or disclosure; b) Identify Covered Entity's Protected Health Information used or disclosed; c) Identify who made the non -permitted use or disclosure and who received the non -permitted disclosure; d) Identify what corrective action Business Associate took or will take to prevent further non -permitted uses or disclosures; e) Identify what Business Associate did or will do to mitigate any deleterious effect of the non -permitted use or disclosure; and f) Provide such other information, including a written report, as Covered Entity may reasonably request. 2. Termination of Agreement. a) Right to Terminate for Breach. Covered Entity may terminate Agreement if it determines, in its sole discretion, that Business Associate has breached any material provision of this Agreement and upon written notice to Business Associate of the breach, Business Associate fails to cure the breach within 30 days after receipt of the notice. Covered Entity may exercise this right to terminate Agreement by providing Business Associate written notice of termination, stating the failure to cure the breach of the Agreement that provides the basis for the termination. Any such termination will be effective immediately or at such later date specified in Covered Entity's notice of termination. No disclosure made at the request of Covered Entity, whether or not in violation of this Agreement or 45 C.F.R. Part 164, shall be considered a material breach of this Agreement. b) Right to Terminate on Regulation Change. Either Covered Entity or Business Associate may terminate Agreement if amendment or addition to 45 C.F.R. Parts 160-64 affects the obligations under this Agreement or the party. c) Obligations upon Termination. (i) Procedure When Return or Destruction Is Not Feasible. Business Associate is a Financial Institution; return or destruction of Protected Health Information is not feasible. Business Associate will limit its further use or disclosure of such information to those purposes that make return or destruction of such information infeasible. Business Associate will, with any Subcontractor to which Business Associate discloses Covered Entity's Protected Health Information as permitted by Section A (6) of this Agreement, reasonably require such Subcontractor to limit its further use or disclosure of Covered Entity's Protected Health Information to the extent such Subcontractor cannot feasibly return or destroy to those purposes that make the return or destruction of such information infeasible. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK (ii) Continuing Privacy Obligation. Business Associate's obligation to protect the privacy of Covered Entity's Protected Health Information as specified in this Agreement will be continuous and survive termination, cancellation, expiration or other conclusion of this Agreement. 3. Indemnification. Business Associate will indemnify and hold harmless Covered Entity and any Covered Entity affiliate, officer, director, employee or agent from and against any claim, cause of action, liability, damage, cost or expense, including, without limitation, reasonable attorneys' fees and court costs, arising out of or in connection with any non -permitted or violating use or disclosure of Protected Health Information or other breach of this Agreement by Business Associate or any Subcontractor, of Business Associate or other person or entity under Business Associate's control. Covered Entity will indemnify and hold harmless Business Associate and any Business Associate affiliate, officer, director, employee or agent from and against any claim, cause of action, liability, damage, cost or expense, including, without limitation, reasonable attorneys' fees and court costs, arising out of or in connection with Covered Entity's release of non -permitted Protected Health Information to Business Associate and/or Covered Entity's failure to notify Business Associate of any changes in, or revocation of, permission by an individual to use or disclose the individual's Protected Health Information, which changes affect Business Associate's permitted or required uses or disclosures. E. General Provisions. 1. Inspection of Internal Practices, Books, and Records. Business Associate will make its internal practices, books, and records, relating to its use and disclosure of Covered Entity's Protected Health Information available to Covered Entity and to DHHS to determine Covered Entity's compliance with 45 C.F.R. Parts 164, Subpart E "Privacy of Individually Identifiable Health Information." This agreement to disclosure by Business Associate is not intended to waive any attorney-client privilege claimed by Business Associate. 2. Definitions. The capitalized terms "Covered Entity," "Protected Health Information," "Standard," "Required by Law" and "Transaction" have the meanings set out in 45 C.F.R. § 160.103. The terms "Health Care Operations," "Payment," "Research," and "Treatment" have the meanings set out in 45 C.F.R. § 164.501. The terms "Limited Data Set" and "Standard Transaction" have the meanings set out in, respectively 45 C.F.R. § 164.514(e) and 45 C.F.R. § 162.103. The term "use" means with respect to Protected Health Information, utilization, employment, examination, analysis or application within Business Associate. The terms "disclose" and "disclosure" mean, with respect to Protected Health Information, release, transfer, providing access to or divulging to a person or entity not within Business Associate. 3. Amendment to Agreement. Upon the compliance date of any final regulation or amendment to final regulation promulgated by DHHS that affects Business Associate's use or disclosure of Covered Entity's Protected Health Information or Standard Transactions, this Agreement will be automatically amended such that the obligations imposed on Business Associate remain in compliance with the final regulation, unless Covered Entity or Business Associate elects to terminate Agreement in accordance with Section D(2)(b) of this Agreement. No other alteration or modification of the terms and conditions of this Agreement shall be valid or of any force or effect unless it is expressly in a written memorandum executed for Parties by persons duly authorized to do so. 4. Assignment. Covered Entity may assign this Agreement or any of its rights or obligations hereunder to any successor through merger, sale or consolidation with prior written notice to and approval of Business Associate. Business Associate may assign this Agreement or any of its rights or obligations hereunder to any successor through merger, sale or consolidation with prior written notice to and approval of Covered Entity. 5. Interpretation. This Agreement shall be interpreted as broadly as necessary to implement and comply with HIPAA, the regulations promulgated thereunder (45 C.F.R. Parts 160-164) and applicable state laws. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with these laws and regulations. 6. Relationship of Parties. No relationship of employer and employee, or partners or joint ventures between Covered Entity and Business Associate is created by this Agreement, and neither Party may therefore make any claim against the other Party for social security benefits, workers' compensation benefits, unemployment insurance benefits, vacation pay, sick leave or any other employee benefit of any kind. In addition, neither Party shall have any power or authority to act for or on behalf of, or to bind, the other except as herein expressly granted, and no other or greater power or authority shall be implied by the grant or denial of power or authority specifically mentioned herein. 7. Entire Agreement. This Agreement constitutes the entire contract between the Parties relative to Business Associate's performance of duties described in the first page of this Agreement, and cancels, replaces and supersedes any and all previous agreements relating to such service. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. 6UTLER, CLERK 8. Effective Date. This Agreement shall be effective as of the Effective Date and shall continue for a period of twenty-four (24) calendar month periods ("Initial Term") unless terminated earlier in accordance with Section D(2). 9. Automatic Renewal. Unless terminated earlier in accordance with Section D(2), this Agreement shall be automatically renewed for successive twelve (12) calendar month periods ("Succeeding Terms") at the expiration of the Initial Term or any Succeeding Term; provided, that either party may terminate the Agreement on the last day of the Initial Term or any Succeeding Term by giving at least 45 days prior written notice by registered mail to that effect to the other party. 10. Severability. In the event that any portion of this Agreement is found to be void or illegal, the validity or enforceability of any other portion shall not be affected. 11. Governing Law. To the extent not superseded by Federal law, the rights and obligations of the Parties hereto under this Agreement shall be governed by the laws of the State of California. 12. Jurisdiction. Except for actions over which the district courts of the United States have jurisdiction, the courts of the State of California shall have exclusive jurisdiction over any and all matters or disputes arising from this Agreement. 13. Arbitration. Upon the written mutual agreement of the Parties, any claim or controversy arising out of or relating to this Agreement or the breach of this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") using one arbitrator selected by mutual agreement of the Parties. The Parties agree to divide equally the AAA's administrative fee as well as the arbitrator's fee, if any, unless otherwise assessed by the arbitrator. The administrative fee shall be advanced by the initiating party subject to final apportionment by the arbitrator in his/her award. The arbitrator's award may be enforced in any court having jurisdiction thereof by the filing of a petition to enforce said award. The cost of filing may be recovered by the party, which initiates such action to have an award enforced. Nothing contained in this Agreement shall require mandatory arbitration by the parties and any arbitration must be agreed to in writing by both parties. 14. Notice. Notices under this Agreement shall be in writing and sent via postage -paid Certified Mail, Return Receipt Requested to the following addresses, or to any other address specified in writing by a Party. Any notice under this Agreement shall be in writing and sent via postage -paid Certified Mail, Return Receipt Requested to the following addresses, or to any other address specified in writing by a Party. Notice shall be deemed given on the date it is hand delivered or duly deposited enclosed in a postpaid properly addressed envelope in an official depository under the exclusive custody of the United States Post Office. If an email address is included below, an email courtesy copy will be transmitted at the same time, which shall not alone satisfy the notice requirement of this section. 15.Contractor is registered with and will use the Department of Homeland Security's E -Verify system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required by Section 448.095, F.S. Contractor is also responsible for obtaining an affidavit from all subcontractors, as required in Section 448.095(5)(b), F.S., stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. OWNER may terminate this Contract if CONTRACTOR, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. In addition, if this agreement is for goods or services of one million dollars or more, CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. OWNER may terminate this Contract if CONTRACTOR is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. If to Business Associate: Business Associate: Lively, Inc. Address: 301 Howard St, #550, San Francisco, CA 94105 Attention: Legal Department Email: legal@livelyme.com A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK If to Covered Entity: Covered Entity: Indian River County Board of County Commissioners Address: 1800 27th Street, Building b Attention: Suzanne M. Boyll, Director of Human Resources Email: sboyll@indianriver.gov SIGNATURE PAGE TO FOLLOW A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK IN WITNESS WHEREOF, Covered Entity and Business Associate, by the signatures below of their duly authorized representatives, execute this Agreement in multiple originals to be effective as of the Effective Date. Name: Jordan Mazur Title: General Counsel .+;GO. • ; • FSS' •, ame: Joseph E. Flesch Title: Chairman Company: Lively, Inc. Company: Indian River County APPROVED TO FORM AND LEG FFICIENCY BY CHRI TOP E RA.KS ASSISTA T C Attest: Ryan L. Butler, Clerk of Circuit Court and Comptroller By: �UtYCWk Docusign Envelope ID: E007A1C1-9A8047F6-9FF8-83E57097B514 A TRUE COPY 'ERTIFICATION ON LAST PAGE BUTLER, CLERK Foreign Entity Ownership Affidavit (required with every bid or offer, or contract which gives Entity access to an individual's personal identifying information) The undersigned, on behalf of the Entity listed below, hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: § 287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. Entity is not owned or controlled by the government of a foreign country of concern, as defined in Section 692.201, Florida Statutes. (Source: § 288.007(2), Florida Statutes) 5. Entity is not a partnership, association, corporation, organization, or other combination of persons organized under the laws of or having its principal place of business in a foreign country of concern, as defined in Section 692.201, Florida Statutes, or a subsidiary of such entity. (Source: § 288.007(2), Florida Statutes) 6. Entity is not a foreign principal, as defined in Section 692.2o1, Florida Statutes. (Source: § 692.202(5)(a)(1), Florida Statutes) 7. Entity is in compliance with all applicable requirements of Sections 692.202, 692.203, and 692.204, Florida Statutes. 8. (Only applicable if purchasing real property) Entity is not a foreign principal prohibited from purchasing the subject real property. Entity is either (a) not a person or entity described in Section 692.204(1)(a), Florida Statutes, or (b) authorized under Section 692.204(2), Florida Statutes, to purchase the subject property. Entity is in compliance with the requirements of Section 692.204, Florida Statutes. (Source: §§ 692.203(6)(a), 692.204(6)(a), Florida Statutes) 9. The undersigned is authorized to execute this affidavit on behalf of Entity. DocuSigned by: k., I ..n, &,&±)W Jordan Mazur Printed Name General counsel Title Lively, Inc. Entity Date: 6/20/2025 Docusign Envelope ID: 211C91413-84404061-9FF8-F5E49F1027F6 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Anti -Human Trafficking Affidavit every executed, renewed or extended contract) The undersigned, on behalf of the entity listed below, in accordance with Florida Statute 787.o6(13) hereby attests under penalty of perjury that the entity does not use coercion for labor or services. As defined in F.S. 787.06(13): "Coercion" means: I. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of s. 893.03 to any person for the purpose of exploitation of that person. "Labor" means work of economic or financial value. "Services" means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs. Doc[Signed by: er ur ���3g0045A... Jordan Mazur Printed Name General counsel Title Lively, Inc. Entity Name Date: 6/20/2025 A TRUE COPY CERTIFICATION ON LAST PAGE FLEXIBLE SPENDING ACCOUNT RYAN L. BUTLER, CLERK PRICING EXHIBIT A Version 2.0 The following Fee Schedule is pursuant to the FLEXIBLE SPENDING ACCOUNT ADDENDUM for Employer: Indian River County for the Plan Year s): 10-01-2025 - 09-30-2026. Capitalized terms used in this Exhibit and not defined have the meanings given in the FLEXIBLE SPENDING ACCOUNT ADDENDUM, MASTER SERVICE AGREEMENT, and /or Lively's Website which can be found at https://Iivelyme.com. FSA EMPLOYER SERVICES FEE: Description Amount Comment Monthly Administration Fee: General Purpose (Health) FSA $2.95 PPPM Monthly Administration Fee is the standalone greater of the Minimum Administration Fee per Month listed below, or Per Participant Per Month (PPPM) fees calculated monthly based on actual plan participation. Dependent Care FSA $2.95 PPPM standalone Rate Guarantee 3 years The PPPM listed above is guaranteed to be in effect for 3 from the start of the Plan Year. Minimum Administration Fee per $200.00 If the total monthly billable fees across Month. all products are less than the minimum monthly fee, an adjustment fee will be applied, so that the total billable fees equal the minimum monthly fee. Implementation Fee: For Lively products $0.00 The Implementation fee includes the creation of a draft Plan Document, a draft Summary Plan Description, and participant debit cards. The Account Implementation Fee also covers the Plan Year as defined on this Pricing Exhibit and is due the first invoice month after contracts are signed r Optional ,Pease' 10-t 3 Plan Amendment / Document $250 per Optional service provided upon written Changes occurrence request from Employer. Fees are due when service is rendered. Customizations / custom work $185/hr Any custom work for Employer will need to be agreed to with a separate statement of work but such work shall be charged at the rate listed on the left, if applicable. Printing & mailing At cost Reimbursement of all printing and mailing of physical collateral not legally or regulatorily required that Employer asks from Lively. In -Person travel $500/day + cost of In cases where Employer asks Lively to actual expenses join for in-person or on-site visits, Lively to charge the fee on the left plus the cost of actual expenses to be billed in the month such expense is incurred. Virtual meetings Included No charge for virtual meetings. Transactional Fees: Non -Sufficient Funds (NSF) Fees $50 per occurrence Each declined transaction due to insufficient funds in employer funding account will result in a $50 charge billed to the employer Data for Form 5500 Included Lively will provide the data to populate IRS Form 5500 at no extra cost, at least 90 days before Form 5500 filing deadline date Other Card Costs At Cost Pass-thru costs for Rush Order or pulling cards once processed. Optional service provided upon written request from Employer. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Bulk Reprocessing Returned $5 per card Lively having to reprocess bulk debit Cards card sends due to an error from the Employer (e.g., faulty mailing addresses for everyone) at the direction of the Employer. For the avoidance of doubt, the Employer will not be responsible for a returned card due to error resulting from an employee providing Lively mailing information directly. 1. FSA ACCOUNT HOLDER FEES: 1. FSA RESERVE FUNDING All applicable fees payable to Lively by Employer pursuant to this Agreement shall be automatically debited from Employer's designated account upon being due, unless otherwise agreed to between A TRUE COPY CERTIFICATION ON LAST PAGE P.YAN L. BUTLER, CLERK Lively and Employer. All such fees will be reflected on a detailed invoice provided by Lively to Employer. 1. All fees are due upon receipt of an invoice or notification from Lively. Fees shall be paid when due. Fees are deemed late if not paid within thirty (30) days of the invoice or due date, whichever comes first. Late fees may be subject to a 3% penalty. All services not set forth in this Pricing Exhibit may be subject to additional fees. ature f Joseph E. Flescher o,�,��'.fEGo����.�� Name ....... Chairman Title Indian River Coun Employer :lune 3. 2025 Date APPROVED AS TO FORM AND LEGAL S FFICIENCY BY C S O HER A. HICKS ASSISTA C UNTY ATTORNEY Attest: Ryan L. Butler, Clerk of Circuit Court and Comptroller By: puty Clerk A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK A TRUE COPY CERTIFICATION ON LAST PAGE FYAN L. c-UTLFR, CLERK COBRA & DIRECT BILL ADMINISTRATION PRICING EXHIBIT A Version 2.0 The following Fee Schedule is pursuant to the Employer COBRA Addendum for Em_ loyer: Indian River County for the Plan Year(s): 10-01-2025 - 09-30-2026. Capitalized terms used in this Exhibit and not defined have the meanings given in the Employer COBRA Addendum, Master Service Agreement, and /or Lively Website, which can be found at https://Iivelyme.com. COBRA & DIRECT BILL EMPLOYER SERVICES FEE: Description i Monthly COBRA Administration Fee Per Benefit Eligible Employee Indian River SO 52 Monthly Administration Fee is the greater of: the Minimum Administration Fee per Month listed below, or Per Benefit Eligible Employee ("BEPM") Per Month fees calculated monthly based on Benefit Eligible Employee count reported by the employer. Rate Guarantee 3 Years The BEPM listed above is guaranteed to be in effect for 3 from the start of the Plan Year. Minimum Administration Fee per $200.00 If the total monthly billable fees are less Month for multiple products. than the minimum monthly fee, an adjustment fee will be applied, so that the total billable fees equal the minimum monthly fee Takeover of Existing COBRA / Included at no Acquisition and integration of existing Direct Bill Participants additional charge COBRA participant information, including the production of new monthly payment invoices, tracking the remainder of the eligibility period, and providing access to participant information, and notification of takeover to participants COBRA & DIRECT BILL Implementation Fee: For Lively products $0.00 The Implementation Fee covers the Plan Year as defined on this Pricing Exhibit and is due on the first day of the Plan Year. Annual COBRA & DIRECT BILL Open Enrollment Support Services Annual OE Support Renewal s0 Lively will implement new plan Fees information into the system, produce and mail Participant Open Enrollment Notice and Election Form packages and will manage carrier and billing updates. Additional printing and paper processing fees may be passed to the client. The Annual Renewal Fees are assessed on the first day of subsequent Plan Years. Optional Service Fees (COBRA and DIRECT BILL): Blanket General Rights /Initial $1.50 per notice Automatically provided unless Employer Notices to all covered employees provides written confirmation that this should not be handled. Fees are due when service is rendered. Open Enrollment Package $1.50 per notice Automatically provided unless Employer Mailing per Qualified Beneficiary that outlines online provides written confirmation that this open enrollment should not be handled. Fees are due when options (default) service is rendered. OR Note: Online open enrollment is the default. In the case that online open $10.00 per packet enrollment is unavailable for a specific plan design or an employee requests a paper packet, the $10 fee will apply. Print Cost for Premium Notices $1.50 per notice Automatically provided unless Employer mailed provides written confirmation that this should not be handled. Fees are due when service is rendered. A -TRUE -COPY CERTIFICATION ON LAST PAGE F:YAN L. BUTLER, CLERK Print cost for standard letters $1.50 per letter Automatically provided unless Employer (other than letters included in mailed provides written confirmation that this Monthly Service Fee) should not be handled. Fees are due when service is rendered. Non -Standard Fulfillment / $2.50 per item Optional service provided upon written Mailing request from Employer. Fees are due when service is rendered. Paper Enrollment form $5.00 per form Applied automatically when a paper processing package is received. Fees are due when service is rendered. Carrier Remittance — premium $35/carrier/month Optional service provided upon written remittance to carrier(s) or custom quote request from Employer. Lively can remit payment so long as all plans are end -of - month and fully insured. Note: Lively is unable to reconcile against carrier billings, if applicable. Fees are due when service is rendered. Customizations / custom work $185/hr Any custom work for Employer will need to be agreed to with a separate statement of work but such work shall be charged at the rate listed on the left, if applicable. Additional portal setup $75 per portal IfEmployer needs multiple portals, a fee of $75 will be charged per additional portal. Implementation Fee includes initial portal. Divisional Setup First 5 divisions If Employer needs multiple divisions in included one portal, a one-time fee will be applied per additional division that exceeds 5 $10 per additional divisions. division set up Divisional Remittance First 5 divisions If Employer requires divisional included remittance for more than 5 bank accounts, a monthly fee of $15 will be charged per $15 per division per additional bank account added. A month minimum fee of $150 per month will be charged. Minimum of $150/month Custom Report Creation Quote Custom work for Employer will require a separate Statement of Work (SOW) which will indicate the pricing. Integrated Enrollment Platform $0.06 per Pending Added to monthly Administration Fee' for Fee or Enrolled utilization of any integrated enrollment Employee Per platform, such as Employee Navigator. Month This fee does not apply if SFTP is used. A TRUE COPY -CERTtFtCATtON ON LAST PAGE RYAN L. BUTLER, CLERK In -Person travel $500/day + cost of In cases where Employer asks Lively to actual expenses join for in-person or on-site visits, Lively to charge the fee on the left plus the cost of actual expenses to be billed in the month such expense is incurred. Virtual meetings No cost No charge for virtual meetings Transactional Fees: Bank Return Fees $10 per returned Each declined transaction due to item or credit card insufficient funds in COBRA or Direct chargeback Bill participant account will result in a $10 charge per returned item or chargeback billed to the employer Refund Checks $5.00 per check Each returned check, for any reason, will result in $5.00 per check 1. The following administrative services are included in the Monthly COBRA Administration Fee 1. Qualified Event Notification 2. Election Processing 3. Eligibility reporting to client or health plan 4. COBRA Termination 5. Takeover Notices 6. Rate Change Letters 7. Premium billing and collection 8. HIPAA Certificates (Certificate of Coverage and HIPAA Portability Rights) 1. Lively, through its partner, WEX shall collect and retain from each COBRA Participant an administration fee of two percent (2%) of premiums paid by the COBRA Participant. 1. All applicable fees payable to Lively by Employer pursuant to this Agreement shall be automatically debited from Employer's designated account upon being due, unless otherwise agreed to between Lively and Employer. All such fees will be reflected on a detailed invoice provided by Lively to Employer. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK $TAT( OF FLUR10A INOIAN RNER COUNTY TMIS 15 TO CERTIFY THAT THIS ISA TRUE AND CORRECT CUPY OF THE CKIGtNAL ON FILE IN THIS OFFICE. RYAN L BUTLER, CLERK by SAT Q 6 3 All fees are due upon receipt of an invoice or notification from Lively. Fees shall be paid when due. Fees are deemed late if not paid within thirty (30) days of the invoice or due date, whichever comes first. Late fees may be subject to a 3% penalty. All services not set forth in this Pricing Exhibit may be subject to additional fees. Joseph E. Flescher Name Chairman Title Indian River County Company June 3, 2025 Date ''•9L•• GJ � 'O.� •�''9:�FR COUTA-0 APPROVED AS TO FORM AND LEGA SUFFICIENCY BY CHRIS OP ER A. HICKS ASSISTANTCO NTY ATTORNEY Attest: Ryan L. Butler, Clerk of Circuit Court and Comptroller