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HomeMy Public PortalAbout165-2016 - HR-United Healthcare- Stop Loss PolicyJ PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this lay of .c✓ , 2016 and referred to as Contract No. 165-2016, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and United HealthCare Insurance Company, 185 Asylum Street, Hartford, CT 06103-3408 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide services during the 2016 and 2017 calendar years to provide stop -loss policy coverage for the City of Richmond, Indiana for the 2017 calendar year. The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit consists of thirteen (13) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor shall perform all work and provide all services described on Exhibit "A." Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. Contractor shall perform all work herein in a timely manner, conforming to all applicable professional standards. TheoContractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. SECTION III. COMPENSATION City shall pay Contractor an amount not to exceed Forty-two Thousand Two Hundred Seventy Dollars and Eight Cents ($42,270.08) for the complete performance of all work described herein in a satisfactory and proper manner. Contract No. 165-2016 Page 1 of 5 N SECTION IV. TERM OF AGREEMENT .3 ` { This Agreement shall be effective when signed by all parties and shall continue in effect until December 31, 2017. This agreement shall not automatically renew. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work product, or advice, whether oral or written, by the Contractor to the City that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. 11 C. Coverage Limits Worker's Compensation & Disability Requirements Statutory Employer's Liability Malpractice/Errors & Omissions Insurance $100,000 $1,000,000 each occurrence $2,000,000 each aggregate Page 2 of 5 NI SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. Page 3 of 5 B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION X. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assignment, without the prior written consent of the other party, shall be null and void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their successors and assigns. This document constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained herein. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Page 4 of 5 Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. LN go "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety Vicki Robinson, President Foore, Member Anthony L. ester, II, Me?hber APPROVI Date: 1 Z- Z;-- ( � "CONTRACTOR" UNITED HEALTHCARE INSURANCE COMPANY 185 Asylum Street Hartford, CT 06103-3408 By: Printed: Y`<� I Q ? • S 4--° ^t Title: 'f�C� Z t-�`-` ~� "� _ �S"V Cyr k L / Date: / Z , M, Page 5 of 5 j " r UNITED HEALTHCARE INSURANCE COMPANY A Stock Company 185 Asylum Street Hartford, CT 06103-3408 Phone: 1-800-454-0233 United HealthCare Insurance Company ("Company") agrees to reimburse the Policyholder as outlined under the provisions of this Excess Loss Insurance Policy ("Policy"). This Policy is legally binding between the Policyholder and United HealthCare Insurance Company. The consideration for this Policy includes, but is not limited to, the Application and the Payment of premiums as provided hereinafter. The Policyholder is entitled to the reimbursement described in this Policy if the Policyholder is eligible for insurance under the provisions of this Policy. Reimbursement is subject to the terms and conditions of this Policy. The first premium is due on the first (1st) day of the Policy Period. Subsequent monthly premiums are due on the first (1st) day of each month thereafter. The premium is not considered Paid until the Company receives the premium payment. All periods of coverage will begin and end 12:01 a.m. local time at the principal office of the Policyholder. This Policy is delivered in and is governed by the laws of the state of issue. IN WITNESS WHEREOF United HealthCare Insurance Company has caused this Policy to be executed by its President and Secretary. Allen J. Sorbo, President Michael J. McDonnell, Secretary EXCESS LOSS INSURANCE POLICY UHIELIP-IN(07/06) United HealthCare Insurance Company A Stock Company 185 Asylum Street Hartford, CT 06103-3408 Phone: 1-800-454-0233 SCHEDULE OF BENEFITS This Schedule of Benefits is only applicable to Excess Loss Insurance provided by the Company during the Policy Period shown below. Policyholder: City of Richmond Policy Number: UHIC-600579 Effective Date: 01/01/2017 Administrator: UMR Coverage specified herein is applicable only during the Policy Period from 01/01/2017 to 01/01/2018 and is further subject to all terms and conditions of this Policy. SPECIFIC EXCESS LOSS INSURANCE: X YES NO Benefit Period: Covered Expenses Incurred from 10/01/2016 through 12/31/2017 and Paid from 01/01/2017 through 12/31 /2017. Specific Deductible per Covered Person: $150,000 Specific Percentage Reimbursable: 100% Maximum Specific Benefit per Covered Person: Unlimited Specific Excess Loss Insurance includes: X Medical X Stand Alone Prescription Drug Program Common Accident Provision: X Yes No Common Accident means if more than one Covered Person in the same immediate family incurs Covered Expenses as a result of the same accident, the Specific Deductible will be applied only once to all Covered Expenses Paid because of that accident for all Covered Persons in the family during the same Benefit Period. Description Rates Single $58.25 Family $130.01 Specific Accommodation Reimbursement Endorsement: X Yes _ No Specific Terminal Liability Endorsement: _ Yes X No Aggregating Specific Deductible Endorsement: _ Yes X No Specific Step -Down Deductible Endorsement: X Yes No i UHIELIP-IN(07/06) SCHED i AGGREGATE EXCESS LOSS INSURANCE: X YES NO Benefit Period: Covered Expenses Incurred from 10/01/2016 Through 12/31/2017 And Paid From 01 /01 /2017 Through 12/31 /2017 Aggregate Excess Loss Insurance includes: X Medical X Stand Alone Prescription Drug Program Dental Care Vision Care Weekly (Disability) Income _ Other: Aggregate Percentage Reimbursable: 100% Maximum Aggregate Benefit: $2,500,000 Minimum Annual Aggregate Deductible: $5,741,124 or 100% of the first Monthly Aggregate Deductible amount times 12, whichever is greater. Maximum Covered Expenses per Covered Person accumulating toward the Maximum Aggregate Benefit: $150,000 Covered Persons Medical Prescription Drugs Dental Vision Single $657.18 Included n/a n/a Family $1,642.95 Included n/a n/a Aggregate Excess Loss Premium: $ 8.15 per Employee per month Aggregate Terminal Liability Endorsement Premium: _ Yes X No Aggregate Accommodation Endorsement Premium: _ Yes X No SPECIAL CONDITIONS: N/A UHIELIP-IN(07/06) SCHED A 3 DEFINITIONS ADMINISTRATOR means a firm or person who has been retained by the Policyholder to provide administrative services on behalf of the Policyholder/Plan. An Administrator shall, at all times, be the agent of the Policyholder and shall not be deemed to be an agent of the Company. ANNUAL AGGREGATE DEDUCTIBLE for any one Policy Period means the greater of. (a) sum of the Monthly Aggregate Deductibles; or (b) the Minimum Annual Aggregate Deductible. BENEFIT PERIOD means the period of time specified in the Schedule of Benefits in which a Covered Expense must be Incurred by the Covered Person and Paid by the Plan to be eligible for reimbursement under this Policy. This period does not alter the Effective Date, Policy Period, or waive this Policy's eligibility requirements. COVERED EXPENSE means medical or other expenses under the Plan to which this Policy applies, as shown in the Schedule of Benefits, and which are not specifically excluded by the terms of this Policy. Covered Expense does not include any payment for the cost of administrating the Plan or other Policyholder contracted services. This Policy will reimburse, as a Covered Expense, the patient services tax as imposed by the New York Care Reform Act of 1996 (HCRA) or the surcharge imposed by the Massachusetts Uncompensated Care Pool. Any other tax or surcharge levied by any state or other governmental subdivision will not be considered a Covered Expense under this Policy. COVERED PERSON(S) means each person covered under the Plan COVERED UNITS(S) means the types of Covered Units and the factors and premium rates for each type as shown in the Schedule of Benefits. EFFECTIVE DATE is the date set forth in the applicable Schedule of Benefits. INCURRED means with respect to medical services or supplies, the date on which the services are rendered or supplies are purchased by the Covered Person and, with respect to disability income benefits if selected in the Schedule of Benefits, the date each periodic benefit payment becomes payable to the Covered Person (not the date the disability commences). MONTHLY AGGREGATE DEDUCTIBLE means, with respect to a particular month, the total number of Covered Units for that given Policy month multiplied by the corresponding Monthly Aggregate Factors as specified in the Schedule of Benefits. PAY, PAID, PAYMENT means checks or drafts issued and deposited in the U.S. Mail or otherwise promptly delivered to the payee, with sufficient funds on deposit to honor all outstanding drafts and checks. PLAN means the self -funded health care plan established by the plan sponsor to provide certain benefits to Covered Persons. PLAN DOCUMENT means the written document approved by the Policyholder. A copy of the Plan Document in effect on the Effective Date is attached to the application for Excess Loss Insurance. POLICY PERIOD means the specified period in the Schedule of Benefits, however beginning no earlier than the Effective Date of this Policy and continuing until coverage terminates in accordance with the Termination Provisions. SPECIFIC DEDUCTIBLE is set forth in the Schedule of Benefits. The Specific Deductible will apply separately to each Benefit Period. UHIELIP-IN(07/06) -- DEF REIMBURSEMENT PROVISIONS NOTICE OF COVERED EXPENSE The Policyholder will give written notice of Covered Expenses to the Company on the Company's customary proof of loss form, within thirty (30) days of the date the Policyholder becomes aware of the existence of facts which would reasonably suggest the possibility that expenses covered under the Plan will be Incurred which are equal to or exceed fifty percent (50%) of the Specific Deductible or $50,000, whichever is less. Failure to famish written notice will not invalidate or reduce any claim if it was not reasonably possible to provide such written notice within the time period required. However, in no event will the Company be liable for any claims submitted for reimbursement more than twelve (12) months after the end of the Benefit Period. PAYMENT BY PLAN While the determination of benefits under the Plan is the sole responsibility of the Policyholder, the Company reserves the right to interpret the terms and conditions of the Plan Document as it applies to this Policy. The Company will have the sole authority to reimburse or deny reimbursement under this Policy. The Policyholder will Pay all eligible claims under the Plan within thirty (30) days from the date adequate proof of loss is provided to the Policyholder. If the Policyholder fails to Pay a claim within the thirty (30) day time limit, that claim will not count toward the satisfaction of the deductibles or be reimbursed under this Policy. SPECIFIC EXCESS LOSS INSURANCE The Schedule of Benefits indicates whether Specific Excess Loss Insurance is provided under this Policy. If, while this Policy is in effect, the Covered Expenses for a Covered Person for the applicable Benefit Period exceed the Specific Deductible, the Company will reimburse the Policyholder, subject to the terms and conditions of this Policy including the limits set forth in the Schedule of Benefits. The amount of the reimbursement will be equal to the Specific Percentage Reimbursable times the amount by which Covered Expenses exceed the Specific Deductible amount, but will not exceed the Maximum Specific Benefit. For purposes of determining whether such Maximum Specific Benefit has been exceeded, Covered Expenses Incurred or Paid in any other Policy Period are included. Covered Expenses for any Covered Person during the Policy Period will be determined according to the Benefit Period described in the Schedule of Benefits. If Specific Excess Loss Insurance terminates before the end of the Policy Period, the Specific Deductible will not be reduced. AGGREGATE EXCESS LOSS INSURANCE The Schedule of Benefits indicates whether Aggregate Excess Loss Insurance is provided under this Policy. If the Covered Expenses for the applicable Benefit Period exceed the Annual Aggregate Deductible for the Policy Period, the Company will reimburse the Policyholder, subject to the terms and conditions of this Policy including the limits set forth in the Schedule of Benefits. The amount of the reimbursement will be equal to the Aggregate Percentage Reimbursable times the amount by which Covered Expenses exceed the Annual Aggregate Deductible amount, but will not exceed the Maximum Aggregate Benefit. Covered Expenses will not include any amounts reimbursed by the Company under any other provision of this Policy. If the Policyholder's coverage terminates before the end of the Policy Period, the greater of the Accumulated Annual Aggregate Deductible or the Minimum Annual Aggregate Deductible will apply. The Minimum Aggregate Deductible will not be reduced. UHIELIP-IN(07/06) REI — 13 A I PREMIUMS AND FACTORS PROVISIONS PAYMENT OF PREMIUMS For coverage to remain in effect, any subsequent monthly premium must be received by the Company by the first (151) day of each month. Premiums are not considered Paid until the Company receives the premium payment. Premiums or other payments made by the Policyholder to their Administrator or Agent or Broker shall not be deemed or considered payments to the Company until actually received by the Company. The entire amount of the applicable premium shall be paid when due. The Company is not obligated to accept or apply any premium paid which is less than the entire amount due for any period. Premium payments shall be credited first to any past due and unpaid premium, in the order in which due. GRACE PERIOD A Grace Period of thirty-one (31) days from the due date will be allowed for the payment of each premium after the first. During the Grace Period, the coverage will remain in effect provided the full premium is Paid before the end of the Grace Period. Should a premium otherwise due, not be Paid during the Grace Period, this Policy will terminate without further notice as of midnight on the last day for which premiums were Paid. PREMIUM AMOUNT The premiums will be calculated using rates determined by the Company as set forth in the Schedule of Benefits. The amount of total premium due each month is the sum obtained by multiplying the applicable premium rates shown in the Schedule of Benefits by the actual number of appropriate Covered Units. The Policyholder will be liable for any premium taxes assessed at any time against the Company beyond any taxes which may be payable on the premium received by the Company. All requests for adjustments, credits or refunds because of overpayment of premiums shall be reported, in writing, with accompanying detail within ninety (90) days after termination of the applicable Policy Period. The Company will not refund any portion of the premiums Paid if this Policy terminates during this Policy Period. The Company shall be entitled to reduce the reimbursements due the Policyholder under this Policy against any premiums due and unpaid, any overpayments or other reimbursements made in error or upon incorrect information, and any other amounts due the Company. PREMIUM RATE AND MONTHLY AGGREGATE FACTOR CHANGE The Company may change the Policyholder's premium rates or factors for any of the following: a) the date when the terms of this Policy are changed; b) the date the Plan Document changes are accepted by the Company; c) the date the Policyholder adds or deletes subsidiary or affiliated companies or divisions; d) the date the number of Covered Units on any premium due date varies more than ten percent (10%) from the number of Covered Units from the immediate previous month, or e) the date the Policyholder changes its Administrator. The Company reserves the right to recalculate the pr&mium rates and the Monthly Aggregate Factors retroactively for the Policy Period, if there is more than a ten percent (10%) variance between: a) the average monthly Paid claim cost per Covered Unit under the Plan for the last two (2) months of the prior Policy Period; and b) the average monthly Paid claim cost per Covered Unit under the Plan for the first ten (10) months of the prior Policy Period UHIELIP-IN(07/06) - PREFA !F 7- r 4�f� i TERMINATION PROVISIONS This Policy and coverage provided hereunder will terminate upon the earliest of: a) the premium due date of any premium which remains unpaid at the end of the Grace Period; b) the premium due date next following receipt by the Company of written notice from the Policyholder that this Policy is to be terminated; c) the date of termination of the Plan; d) the date the Policyholder suspends active business operations or dissolves; e) the end of the Policy Period; or f) the date the administrative services agreement with the Administrator is terminated. This Policy may also be terminated, at the Company's option on the earliest of. a) the last day of the second (2nd) consecutive month during which there are less than twenty-five (25) employees enrolled in the Plan, unless the Company agrees, in writing, to continue coverage; or b) the date the Policyholder fails to comply with the terms of this Policy; or c) on the Policy anniversary date by the Company giving sixty (60) days advance written notice that this Policy will end, or such other notice as required by law. The Company will not refund any portion of the premiums paid if this Policy is terminated during the Policy Period. SUBSEQUENT POLICY PERIOD PROVISIONS At the end of a Policy Period, this Policy may have a Subsequent Policy Period only by mutual agreement of the Policyholder and the Company and provided that the Company has not given a thirty (30) day termination notice or such other termination notice as required by law. The Subsequent Policy Period may be subject to new premium rates, factors, new underwriting terms, new Benefit Period and other new Policy terms. The terms and conditions for a subsequent Policy Period will be evidenced by the issuance of a new Schedule of Benefits by the Company, which shows the new premium rates, Benefit Period and other new terms. UHIELIP-IN(07/06) TERM t GENERAL PROVISIONS ADMINISTRATOR The Policyholder may retain an Administrator to act as an agent for the Policyholder in performing any or all of the duties as designated by the Policyholder. Without waiving any of its rights under this Policy, and without making the designated Administrator a party to this Policy, the Company agrees to recognize the Administrator as an agent of the Policyholder. The Policyholder will immediately notify the Company in writing if the agreement between the Policyholder and the Administrator terminates. ASSIGNMENT The Policyholder may not assign the Policyholder's interest in or reimbursement under this Policy, and the Company will not recognize any such assignment. AUDITS The Company will have the right: (a) to inspect and audit all records and procedures of the Policyholder and Administrator, developed and maintained for the Plan, that are applicable to the administration of this Policy; and (b) to require, upon request, proof satisfactory to the Company that Payment has been made to the Covered Person or the provider of such services or benefits which are the basis for any Loss by the Policyholder hereunder. CHANGES TO THE PLAN DOCUMENT If the Plan Document in effect on the Effective Date is subsequently amended, notice of the amendment will be given to the Company prior to the effective date of the change. If the Company does not give written acceptance of the amendment, the Company will only provide coverage under this Policy consistent with the Plan Document prior to amendment. The Company's reimbursement will be made according to the amended Plan, once the notice is received and accepted. CHANGES TO THE POLICY Only the President, a Vice President, or the Secretary of the Company have the authority to alter this Policy, or to waive any of the Company's rights and then only in writing. No such alteration of this Policy shall be valid unless endorsed and attached to this Policy. No agent, broker, or Administrator has the authority to alter this Policy or to waive any of its provisions. CLERICAL ERROR Clerical errors, whether by the Policyholder or by the Company, in keeping or transmitting any records pertaining to the coverage, will not invalidate or limit coverage otherwise validly in force nor continue coverage otherwise validly terminated. Clerical error does not include any failure of the Policyholder, the Administrator or any agent of the Policyholder: (a) to comply with the requirements relating to notice of claims or payment of claims; or (b) to disclose underwriting information requested by the Company, whether or not intentional and regardless of the actual knowledge of the person providing the information. CONFORMITY WITH LAW If any provision of this Policy is contrary to any law to which it is subject, such provision is hereby amended to conform to the minimum requirements of such law. ENTIRE CONTRACT The Entire Contract between the Company and the Policyholder will consist of this Policy, Schedule of Benefits, application, approved amendments or endorsements, and a copy of the Plan Document, which is on file with the Company. INSOLVENCY Nothing in this Policy shall either relieve an insolvent or bankrupt Policyholder from the obligation to pay premiums when due or delay or abate cancellation of this Policy for failure to do so. The insolvency, bankruptcy, financial impairment, receivership, voluntary plan of arrangement with creditors, or dissolution of the Policyholder or the Policyholder's Administrator will not impose upon the Company any liability other than the liability defined in this Policy. In particular, the insolvency of the Policyholder will not make the Company liable to the creditors of the Policyholder, including Covered Persons under the Plan. UHIELIP-IN(07/06) GEN • 4 LEGAL ACTION The Policyholder cannot file suit until sixty (60) days after the date on which proof of loss is given to the Company. The Policyholder cannot file suit more than three (3) years after the date on which the Policyholder must give the Company proof of Loss. LIABILITY The Company will have neither the right nor the obligation under this Policy to directly pay any Covered Person or provider of professional or medical services. The Company's sole liability is to the Policyholder, subject to the terms and conditions of this Policy. Nothing in this Policy shall be construed to permit a Covered Person to have a direct right of action against the Company. The Company will not be considered a party to the Plan of the Policyholder, or to any supplement or amendment to it. MISSTATED DATA, CONCEALMENT, FRAUD The Company has relied on the information provided by the Policyholder, the Administrator or any agent of the Policyholder, in the issuance of this Policy, or for any Subsequent Policy Period. In the event of a misrepresentation, concealment or omission of a fact, or a mistake of fact (whether or not a mutual mistake), any of which materially affect the underwriting, premium, rating or terms and conditions of this Policy, the Company may, at its option: a) increase premium rates, attachment points and/or otherwise change the terms and conditions of this Policy. Such increase or change to be effective retroactively to the Effective Date or as of any premium due date thereafter, or b) terminate this Policy as of the next premium due date. The Company may declare this Policy null and void in its inception if, whether before or after a claim, the Policyholder, Administrator or any agent of the Policyholder has willfully or intentionally misrepresented, concealed, omitted any material fact affecting terms, conditions, or underwriting of this Policy. In such event, the Company's liability under this Policy shall be limited to refunding premiums paid by the Policyholder after deducting there from the amount of any Covered Expenses reimbursed by the Company to the Policyholder prior to the date of termination. If the amount of the Covered Expenses reimbursed by the Company to the Policyholder exceeds the premiums paid by the Policyholder, the Policyholder shall pay the Company the difference within thirty (30) days of the date the Company notifies the Policyholder of such difference. NOTICE FROM THE COMPANY TO THE POLICYHOLDER For the purpose of any notice required from the Company under the provisions of this Policy, notice to the Policyholder's Administrator shall be considered notice to the Policyholder and notice to the Policyholder shall be considered notice to the Policyholder's Administrator. NOTICE OF COMPLAINT, APPEAL, LEGAL ACTION As a condition precedent to the Company reimbursing the Policyholder in any settlement or judgment for a disputed Covered Expense, the Policyholder shall immediately inform the Company of any notice of appeal, notice of legal action, or objection, demand or complaint which the Policyholder received regarding any Covered Expense that may be reimburse under this Policy. OTHER COVERAGE The reimbursement provided by this Policy is in excess of other coverage such as group insurance, excess insurance, insurance, plan benefits, including insurance or plan benefits established by any federal, state, or local law. PARTIES TO THE POLICY The parties to this Policy are the Policyholder and the Company. The Company's sole liability under this Policy is to the Policyholder. This Policy does not create any right or legal relation between the Company and a Covered Person under the Plan. This Policy will not be deemed to make the Company a party to any agreement between the Policyholder and the Administrator. POLICYHOLDER REQUIREMENTS The Policyholder will submit by the twentieth (201') day of each month all proofs, reports, and supporting documents required by the Company, including, but not limited to, a monthly summary of all eligible claims Payment processed by the Policyholder and number of each type of Covered Units under the Plan during the prior month. The Policyholder will be responsible for the investigation, auditing, calculating and Payment of all claims under the Plan. UHIELIP-IN(07/06) GEN 0 A. • The Policyholder agrees to provide funds for Payment of all eligible expenses under the Plan. If the Policyholder fails to provide funds for timely Payment: (a) coverage under this Policy will immediately terminate; and (b) any Aggregate and/or Specific Deductible will be deemed not satisfied. RECORDS The Policyholder will maintain records of all Covered Persons under the Plan during the Policy Period and for a period of seven (7) years after the end of the Policy Period. The Policyholder will make all such records available to the Company as needed to evaluate its liability under this Policy. The Policyholder will maintain a separate record of any and all amounts Paid in excess of benefits eligible under the Plan. SEVERABILITY CLAUSE Any clause deemed void, invalid, or otherwise unenforceable, whether or not such a provision is contrary to public policy, will not render any of the remaining provisions of this Policy invalid. TERMINATION OF THE POLICYHOLDER'S PLAN The Policyholder will immediately notify the Company, if the Plan is terminated. THIRD PARTY RECOVERY The Policyholder shall cause the Plan to undertake to pursue any and all valid claims the Plan or a Covered Person may have against third parties arising out of any occurrence resulting in a payment by the Plan or reimbursement by the Company. The Policyholder will account for and pay to the Company any amounts recovered which are reimbursable by the Company to the Policyholder under this Policy, regardless of whether this Policy is still in force on the date of recovery. Third party shall mean a person, entity or insurance company other than the Plan, the Policyholder or a Covered Person. An insurance company shall include insurance companies providing third party liability coverage, or other insurance coverage; i.e. no fault, uninsured, under insured or other similar coverage. The Policyholder or Administrator shall notify the Company immediately upon discovering that a claim against a third party may exist. Should the Policyholder or the Administrator fail to pursue any valid claims against a third party, the Policyholder shall cause the Plan to assign its subrogation and third party recovery rights to the Company so as to allow the Company to pursue third party recoveries for Covered Expenses reimbursable to the Policyholder. In the event of such assignment, the Company shall have to exercise and enforce all of the Policyholders and/or Plan's rights against such third party. The Policyholder shall furnish such information, assistance, cooperation and execute and deliver such instruments, all as are necessary for the Company to pursue third party recoveries pursuant to this provision. The Company's right to third party recoveries, as provided for in this provision, shall constitute and impose a trust and first -priority lien arising from any cause of action, settlement, judgment or arbitration award against a third party. The Policyholder shall pay the Company all amounts recovered, whether by suit, settlement, alternative dispute resolution, including but not limited to arbitration or mediation, or otherwise, from any third party or their insurer to the extent of Covered Expenses regardless of whether such recovery shall be a full or partial recovery. If a third party recovery received by the Plan or Policyholder is less than the total amount paid by the Plan on behalf of the Covered Person, the Company shall be entitled to recover first, in full, any Covered Expense reimbursed by the Company under this Policy. The Company's recovery shall not be reduced by any attorney's fees incurred by the Policyholder, Plan or Covered Person unless the Company otherwise agrees in writing. All remaining amounts shall be paid to the Policyholder. The Policyholder's failure to comply with this provision may result in the denial of a Covered Expense, in addition to all other rights of the Company under this Policy. WAIVER Failure of the Company to strictly enforce its rights under this Policy shall not waive any such right, regardless of the frequency or similarity of the circumstances. UHIELIP-1N(07/06) GEN - n �N I GENERAL EXCLUSIONS PROVISIONS The Company will not reimburse the Policyholder for any of the following: a) Any payment which does not strictly comply with the terms and conditions of the Plan Document; b) Any payment or expense caused by or resulting from war, declared or undeclared or international armed conflict; c) Any payment for litigation costs and expenses, extra -contractual damages, compensatory damages, interest, exemplary and punitive damages or liabilities, including but not limited to those resulting from negligence, intentional wrongs, fraud, bad faith or strict liability on the part of the Policyholder, Plan, Administrator or any agent or representative of the Policyholder, Plan or Administrator; d) Any payment for occupational accidents or illnesses which are also eligible expenses covered by Workers' Compensation or Occupational Disease law, or similar legislation, whether or not coverage under such law is actually in force. UH ELIP-IN(07/06) EXCL a •: i SPECIFIC ACCOMMODATION REIMBURSEMENT ENDORSEMENT Policyholder: City of Richmond Effective Date: 01 /01 /2017 The Company, without waiving any rights under the Excess Loss Insurance Policy to which this Endorsement is attached has established Specific Accommodation Reimbursement. The terms and conditions upon which Specific Accommodation Reimbursement will be granted are as follows: Covered Expenses that exceed the Specific Deductible and that are eligible for reimbursement must be adjudicated according to the terms of the Plan Document by the Policyholder and be processed for Payment prior to the end of the Benefit Period. Any request for Specific Accommodation Reimbursement, along with necessary documentation, including proof that the Specific Deductible has been Paid by the Policyholder, must be received by the Company no later than ten (10) calendar days after the expiration of the Benefit Period. Each request must total more than $1,000.00 per person. Upon receipt of the Company's reimbursement the Policyholder must pay the Plan's Payment within five (5) days. The Company's reimbursement may not be deposited until the Plan's Payment has been Paid. If the Policyholder does not pay the Plan's Payments within the five (5) day period, the reimbursement check must be returned to the Company. Upon request by the Company, the Policyholder must supply documentation of the Plan Payments. If any of the reimbursement is not used to pay eligible Covered Expenses, due to any reason, these amounts must be refunded to the Company within five (5) days of receipt of the reimbursement. Except as specifically set forth above, all terms and conditions of the Excess Loss Insurance Policy shall remain in full force and effect. If the Policyholder fails to comply with all of the above conditions, the right to receive Specific Reimbursement Accommodation shall be rescinded. All other provisions of the Excess Loss Insurance Policy remain unaffected by this Endorsement. Michael J. McDonnell, Secretary United HealthCare Insurance Company SPEX (07/06) SPECIFIC STEP-DOWN DEDUCTIBLE ENDORSEMENT Policyholder: City of Richmond Effective Date: 01/01/2017 The Specific Deductible under Specific Excess Loss Insurance as contained in the Schedule of Benefits will be reduced 15% when the Qualified Service is provided by an OptumHealth Care Solutions Centers of Excellence Transplant Network Facility. The Covered Person's Specific Deductible will have a one-time reduction per Policy Period when a "Qualified Service" is provided by an OptumHealth Care Solutions Center of Excellence Transplant Network Facility. The Specific Deductible (Per Covered Person) reduction will apply in the Policy Period in which the Qualified Service is paid by the Plan. Qualified Service: Means the hospital confinement in which an eligible transplant is paid. The signed OptumHealth Payer Access Agreement Pre -notification for services included within an OptumHealth Care Solutions Centers of Excellence Transplant Network Facility prior to services received. An OptumHealth Care Solutions Centers of Excellence Transplant Network Facility is utilized and pricing is at the OptumHealth contracted rate. The Company is not responsible for any Covered Person's decision to receive treatment, services, or supplies from an OptumHealth Care Solutions Centers of Excellence Transplant Network, nor does the Company make warranties or representations regarding the qualifications of providers of treatment services or supplies provided by the OptumHealth Care Solutions Centers of Excellence Transplant Network. All other provisions of the Excess Loss Insurance Policy remain unaffected by this Endorsement. Michael J. McDonnell, Secretary United HealthCare Insurance Company TRANS (07/06)