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REV: 01-20-23 MI <br />NAVIA ADMINISTRATIVE SERVICE AGREEMENT <br />Employer has asked Navia to provide administrative services for certain employee Benefit Plans <br />maintained by Employer as described in this Agreement. In consideration of the mutual promises <br />contained in this Agreement, Employer and Navia agree as follows: <br />GENERAL TERMS AND CONDITIONS <br />ARTICLE I: DEFINITIONS <br />All capitalized terms in this Agreement not defined in this Section shall have the meanings set forth in the <br />Sections or Schedules of this Agreement in which they are defined. <br />1.1 AFFILIATE <br />“Affiliate” means a business entity now or hereafter controlled by, controlling or under common control <br />with a Party. Control exists when an entity owns or controls directly or indirectly 50% or more of the <br />outstanding equity representing the right to vote for the election of directors or other managing authority <br />of another entity. <br />1.2 AGREEMENT <br />“Agreement” means the following: the Contract Information Page, the General Terms and Conditions, the <br />Schedules and the Exhibits that are specifically incorporated by the Parties into this Agreement by <br />reference. <br />1.3 BENEFIT PLANS <br />“Benefit Plan(s)” means one or more employee benefits plans, 132 Transportation benefits, COBRA <br />Administration, or Direct Billing Administration established and maintained by Employer for the benefit <br />of its employees and their eligible dependents for which Navia provides Services in accordance with this <br />Agreement. <br />1.4 BUSINESS DAY <br />“Business Day” means Monday through Friday, excluding days deemed to be federal holidays. <br />1.5 CARD RECIPIENT <br />“Card Recipient” means the individual to whom Card Services Provider issues an Electronic Payment <br />Card in accordance with this Agreement. <br />1.6 CARD SERVICES PROVIDER <br />“Card Services Provider” means the third party chosen by Navia to issue Electronic Payment Cards in <br />accordance with this Agreement and/or process electronic payment card transactions. <br />1.7 CARRIER <br />“Carrier” means the insurance Carrier or other benefit provider designated by the Employer. <br />1.8 CLAIMS ADMINISTRATOR <br />“Claims Administrator” means Navia. <br />1.9 COBRA ELECTION NOTICE <br />“COBRA Election Notice” means the election form included in the Specific Rights Notice. <br />ATTY/AGR.2023.010/Navia Benefit Solutions (Navia Services (Dental HRA) 2023) (Page 5 of 42)