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HomeMy Public PortalAbout141-2014 - HR - ELAP Services - Claim and Audit ServiceELAP - AUDIT PROGRAM ONLY (NON-ERISA) Page 1 of 10 CLAIM REVIEW AND AUDIT SERVICE AGREEMENT This Claim Review and Audit Service Agreement, made as of January 1, 2015 ("the Effective Date"), by and between City of Richmond, having its principal office at 50 North 5t' Street, Richmond, IN 47374 (the "Employer") and ELAP Services, LLC, having its principal office at Ludwigs Corner Professional Center, 961 Pottstown Pike, Chester Springs, PA 19425 ("ELAP"); When the Employer is acting as the Plan Sponsor under this Agreement, it will be referred to as the "Plan Sponsor," and when it is acting as the Administrator of the Plan under this Agreement, it will be referred to as the "Plan Administrator." As Plan Sponsor, the Company is acting in its capacity as the settlor of the Plan; and, as the Plan Administrator, it is acting in its fiduciary capacity; WITNESSETH: Whereas, the Plan Sponsor has established an employee benefit plan for the purpose of providing certain health benefits to eligible participants (the "Plan"); Whereas, the Plan Administrator desires to have ELAP perform certain claim review and audit services in conjunction with its claim processing duties on behalf of the Plan; Whereas, ELAP desires to provide such services to the Plan Administrator; and Whereas, the parties desire to set forth the terms and conditions upon which ELAP will provide such services. Now, therefore, in consideration of the mutual covenants and agreements hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Defined Terms. Capitalized terms shall have the meanings set forth in this Agreement. As used herein, the following terms shall be defined as follows: (a) "Defense Expenses" shall mean (i) the cost of consultations and/or reviews by experts, if such experts are designated by ELAP; (ii) attorneys' fees incurred by ELAP in connection with a Disputed Audit; (iii) attorneys' fees incurred by the Plan Sponsor, the Plan Administrator and/or the Plan in connection with a Disputed Audit, if such attorneys are designated by ELAP; (iv) other fees, costs and expenses resulting from the investigation, adjudication, and defense (including any appeal) of a Disputed Audit incurred by ELAP or, with prior written consent of ELAP, by the Plan Sponsor, the Plan Administrator and/or the Plan; and (v) attorneys' fees and costs incurred by a Plan participant if a court of competent jurisdiction finally determines that such fees and costs are to be paid by the Plan Sponsor, the Plan Administrator and/or the Plan in connection with a Disputed Audit. "Defense Expenses" shall not include sanctions; fines; penalties; taxes; multiple, exemplary or punitive Defense Expenses; or the amount of any Benefit Claim unless ELAP elects to pay a Benefit Claim as part of a settlement in accordance with Section 2.5 of this Agreement. "Defense Expenses" for payment in settlement of a Benefit Claim shall be limited to the amount of the Benefit Claim to the extent that the payment in settlement exceeds the lesser of (i) the amount of the original benefit determination by ELAP, or (ii) the amount of the "payable charges". "Payable charges" for purposes of this Section 1(a) are the billed charges that are payable by the Plan minus any PPO or other managed -care discount(s) that are contractually available to the Plan; (b) "Disputed Audit" shall mean a claim for benefits under a Plan for which ELAP has determined the Allowable Claim Limits, and which determination is the subject of (i) an appeal by the Plan participant; (ii) an appeal by the provider of service; (iii) formal collection efforts by the provider of service or its designated agent; or (iv) legal action for payment of denied charges which were found to be in excess of Allowable Claim Limits; Contract #141-2014 ELAP - AUDIT PROGRAM ONLY (NON-ERISA) Page 2 of 10 (c) "Limit of Liability" shall mean an amount equal to One Million Dollars ($1,000,000) per Disputed Audit; (d) "Benefit Claim" shall mean a claim for benefits filed by or on behalf of a participant in a Plan. `Benefit Claim" shall mean only Post -service Claims; (e) "Claims Administrator" shall mean the entity that is currently or was previously engaged by the Plan Administrator to provide certain claims processing and other ministerial services to the Plan at the time of the request for approval of services or the rendering of services that comprises a Benefit Claim; (f) "Plan Documents" shall mean the documents establishing and governing, and setting forth the benefits of, the Plan, including the plan document and the Summary Plan Description or, in the event of a Benefit Claim arising prior to the effective date of the Plan Documents, the Plan Documents in effect at that prior time; and (g) "Post -service Claim" shall mean a claim for a benefit under the Plan after the services have been rendered. (h) "Allowable Claim Limits" shall mean the charges for services and supplies, listed and included as Covered Medical Expenses under the Plan, which are Medically Necessary for the care and treatment of Illness or Injury, but only to the extent that such fees are within the Allowable Claim Limits. Examples of the determination that a charge is within the Allowable Claim Limit include, but are not limited to, the following guidelines: • Hospital. The Allowable Claim Limit for charges by a Hospital facility and for charges by facilities which are owned and operated by a Hospital may be based upon 112% of the Hospital's most recent departmental cost ratio, reported to the Centers for Medicare and Medicaid Services ("CMS") and published in the American Hospital Directory as the "Medicare Cost Report" (the "CMS Cost Ratio"), or may be based upon the Medicare allowed amount for the services in the geographic region plus an additional 20%. • Pharmaceuticals. The Allowable Claim Limit for pharmacy charges by a provider which does not report cost ratios to CMS may be determined by applying the Average Wholesale Price (AWP) as defined by REDBOOK at the rate of 112% of AWP. • Medical and Surgical Supplies, Implants, Devices. The Allowable Claim Limit for charges for medical and surgical supplies made by a provider may be based upon invoice price to the provider, plus 12%. The documentation used as the resource for this determination will include, but not be limited to, invoices, receipts, cost lists or other documentation as deemed appropriate by ELAP. • Physician Medical and Surgical Care, Laboratory, X-ray, and Therapy. The Allowable Claim Limit for these services may be determined based upon the fees for comparable services in the geographic region at the 90th percentile of the Physician Fee Reference ("PFR"), which is the highest percentile reflected in the PFR. • Ambulatory Health Care Centers. The Allowable Claim Limit for ambulatory health care centers, including Ambulatory Surgery Centers, which are independent facilities may be based upon the Medicare allowed amount for the services in the geographic region, and/or the Medicare Outpatient Prospective Payment System (OPPS), plus an additional 20%. • General Medical and/or Surgical Services. The Allowable Claim Limit for services not otherwise listed above may be calculated based upon industry -standard resources including, but not limited to, CMS Cost Ratios, Medicare allowed fees (by geographic region), published and publicly available fee and cost lists and comparisons, any resources listed in the categories above, or any ELAP - AUDIT PROGRAM ONLY (NON-ERISA) Page 3 of 10 combination of such resources that results in the determination -of an appropriate and reasonable cost basis. The Allowable Claim Limit for these services will be the cost basis calculated using one or more of the industry -standard resources, plus 12%. • Unbundling. The Allowable Claim Limit will not include charges for any items billed separately that are customarily included in a global billing procedure code in accordance with American Medical Association's CPT® (Current Procedural Terminology) and/or the Healthcare Common Procedure Coding System (HCPCS) codes used by CMS. • Errors. The Allowable Claim Limits will not include any identifiable billing mistakes including, but not limited to, upcoding, duplicate charges, and charges for services not performed. • Medical Record Review. In the event that ELAP, based upon a medical record review and audit, determines that a different treatment or different quantity of a drug or supply was provided which is not supported in the billing, then ELAP may determine the Allowable Claim Limit according to the medical record review and audit results. • Not Able to Identify or Understand. The Allowable Claim Limits will not include any charges for which ELAP cannot identify or understand the item(s) being billed. • Directly Contracted Providers. The Allowable Claim Limits for providers of service who are directly contracted with ELAP will be the negotiated rate as agreed under the direct provider agreement. In the event that the Plan Administrator determines that insufficient information is available to identify the Allowable Claim Limit for a specific service or supply using the listed guidelines above, the Plan Administrator reserves the right, in its sole discretion, to determine any Allowable Claim Limit amount for certain conditions, services and supplies using accepted industry -standard documentation, applied without discrimination to any Plan participant. Notwithstanding any conflicting contracts or agreements, the Plan may consider the Allowable Claim Limits as the maximum amount of Covered Medical Expense that may be considered for reimbursement under the Plan, and may apply this determination in lieu of any PPO network provider hospitals' per diem, DRG rates or PPO discounted rates as the amount considered for reimbursement under the Plan. Additionally, in the event that a determination of an Allowable Claim Limit exceeds the actual charge billed for the service or supply, the Plan will consider the lesser of the actual billed charge or the Allowable Claim Limit determination. (i) "ELAP Direct Agreement" shall mean the complete agreement between a Directly Contracted Provider and ELAP on behalf of the Plan Sponsor which contains the terms and conditions under which the Plan or a Plan participant may access discounted fees and/or negotiated or scheduled reimbursement rates as Allowable Claim Limits for Benefit Claims. 0) "Directly Contracted Provider" shall mean a medical provider which has entered into an ELAP Direct Agreement. A Directly Contracted Provider may also include a medical provider which has established a separate and exclusive agreement directly with the Plan/Employer through which ELAP may perform certain services. 2. Responsibilities of ELAP. 2.1. Selection of Claims. Benefit Claims that are submitted to ELAP in accordance with section 3.1 of this Agreement shall be evaluated by ELAP. ELAP shall use its best judgment in deciding which Benefit Claims are eligible candidates for a claim review and audit and will select, in its sole discretions, eligible candidates from among the Benefit Claims submitted for consideration. Benefit Claims not selected for review and audit will be returned to the Claims Administrator for adjudication within five (5) business days of receipt by ELAP. ELAP - AUDIT PROGRAM ONLY (NON-ERISA) Page 4 of 10 2.2. Maintenance of Records. Records which will be maintained by ELAP for each Benefit Claim selected for audit in accordance with Section 2.1 of this Agreement may include, but are not limited to, the invoices from the providers of service (including detailed itemized bills), medical records such as physician and nurse's notes, medication and supply charge sheets, other related medical records, and records of any verbal or written communication between the Plan, the Claims Administrator, the providers of service, the utilization review program administrators and case managers (if any), and the patient and/or Plan participant. No records will be maintained by ELAP for any Benefit Claim submitted to it which is not selected as a candidate for a claim review and audit. 2.3. Limitation of Responsibility, Liability and Authority of ELAP. It is understood and agreed that ELAP shall have no responsibility, liability or authority under the Plan other than with respect to its duties under the Plan's claim review and audit program and Disputed Audits. 2.4 Determinations of Disputed Audits. ELAP shall have the responsibility and full discretionary authority to review and decide any and all Disputed Audits. In doing so, it may, in its sole discretion, use the services of such third party consultants as it deems necessary and shall pay any fees associated therewith. ELAP shall make such decisions, and provide notice thereof to the participants, within the timeframes set forth in the Plan. Such notices shall meet the requirements set forth in the Plan. Simultaneously with providing notice to the participant, ELAP shall advise the Claims Administrator and the Plan Administrator of its determination and provide to each of them a copy of the notice. In carrying out its responsibilities under this Section 2.4, ELAP shall be acting as a fiduciary of the Plan and shall adhere to applicable standards of conduct. 2.5 Settlement Authority. ELAP shall have the authority, in its sole discretion, to negotiate the settlement of any Disputed Audit. In doing so, it may use the services of such third party consultants as it deems necessary and shall pay any fees associated therewith. ELAP shall make such decisions, and provide written notice thereof to the Plan Sponsor, Plan Administrator and Claims Administrator. In carrying out its responsibilities under this Section 2.5, ELAP shall be acting as a fiduciary of the Plan and shall adhere to applicable standards of conduct. 2.6 Plan Sponsor and/or Plan Administrator Disagreement. With respect to Determinations of Disputed Audits under Section 2.4 above, in the event the Plan Administrator does not agree with ELAP's determination regarding a Disputed Audit and elects to override such determination, then all obligations of ELAP under this Agreement with respect to such Disputed Audit may terminate. More specifically, ELAP shall have no obligation to indemnify or hold the Plan, the Plan Sponsor and/or the Plan Administrator harmless with respect to such Disputed Audit. With respect to Settlement Authority under Section 2.5 above, in the event that the Plan Sponsor and/or the Plan Administrator do not agree with the terms of any such settlement and elects not to comply, then the Plan Sponsor shall be responsible for Defense Expenses with respect to the Disputed Audit that are in excess of the settlement amount proposed by ELAP, including the cost of litigation and any judgment. Further, the Plan Sponsor and Plan Administrator shall be fully responsible with respect to the outcome of any litigation related to the Disputed Audit. 3. Responsibilities of the Plan Sponsor, Plan Administrator and Claims Administrator. The Plan Sponsor and the Plan Administrator shall perform, and shall cause the Claims Administrator to perform, the following duties: 3.1 Submission of Benefit Claims for Review. Benefit Claims shall be selected by the Plan Administrator, in its sole discretion, as eligible candidates for claim review and audit. Such claims must be submitted to ELAP prior to payment being made to the provider of service, and within three (3) business days of receipt of a "clean claim". A "clean claim" is a claim for benefits that contains all of the information necessary for ELAP to fulfill its review and audit obligations under this Agreement. The ELAP - AUDIT PROGRAM ONLY (NON-ERISA) Page 5 of 10 Claims Administrator will provide ELAP, at a minimum, with the form UB, including a detailed itemized statement, and/or form HCFA for any claim referred for audit. 3.2. Plan Document and Summary Plan Description. Prior to the execution of this Agreement, the Plan Administrator shall furnish to ELAP a copy of the Plan Document and Summary Plan Description, together with any amendments thereto. Any amendments which are thereafter adopted shall be furnished to ELAP no later than the effective date of such amendment. The Plan Sponsor agrees that it shall ensure that the Plan Document, Summary Plan Description and all amendments thereto (a) are adopted in accordance with any applicable laws and comply with the requirements of any regulations adopted thereunder; and (b) the aforementioned documents must name ELAP as a designated decision maker with maximum discretionary authority with respect to Disputed Audits. The amendment setting forth the provisions of (b) shall be in a form acceptable to ELAP. The Plan Administrator and/or the Claims Administrator shall have full responsibility for ensuring that all Plan Documents and amendments thereto are furnished to participants in such a way and within such a timeframe so as to make the terms of the Plan enforceable. If, in the opinion of ELAP, the terms of the Plan are found to be legally deficient and/or unenforceable due to failure of the Plan Administrator and/or the Claims Administrator to furnish such documents, then ELAP shall have the authority to direct the payment of any related Benefit Claim, and ELAP shall have no further liability in connection therewith, including the liability set forth in Section 5 of the Agreement. 3.3. Compliance and Time Limits. The Plan Administrator and/or Claims Administrator shall provide such notices to Plan participants as may be required for compliance during the course of the claim review and audit, and will at all times remain fully responsible for compliance with the terms of the Plan. 3.4. Adjudication and Payment of Benefit Claims. The Plan Administrator and the Claims Administrator shall comply with all requirements of the Plan in the processing of Benefit Claims, including, but not limited to, the determination of any non -covered expenses, application of any deductible or other cost -sharing features of the Plan. Further, the Plan Administrator and the Claims Administrator shall adjudicate Benefit Claims and appeals of denied claims in accordance with the terms of the Plan Documents and applicable law. The Plan Sponsor agrees to provide adequate funding for payment of a Benefit Claim determination under the Plan's claim review and audit program not later than thirty (30) days from the date of notice of such determination. In the event of a breach of this provision by the Plan Sponsor, the Plan Administrator and/or the Claims Administrator, then ELAP shall have the right, in its sole discretion, to direct the payment of any related Benefit Claim, to terminate its obligations hereunder with respect to a Disputed Audit or the Plan's claim review and audit program, or to terminate this Agreement in its entirety. The parties expressly agree that ELAP is not responsible for providing any funds for payment of any Benefit Claims (unless ELAP elects to pay a Benefit Claim as part of a settlement in accordance with Section 2.5 of this Agreement). The Plan Sponsor agrees to provide adequate funding for payment of a Benefit Claim under an ELAP Direct Agreement according to the terms and time limits specified in such agreement; 3.5. Submission of Disputed Audits. The Plan and/or Claims Administrator shall provide notice of any Disputed Audit within three (3) business days of receipt of such notices. Such notices include (i) an appeal by the Plan participant; (ii) an appeal by the provider of service; (iii) formal collection efforts by the provider of service or its designated agent; and (iv) legal action for payment of denied charges which were found to be in excess of Allowable Claim Limits. Such notices must be date - stamped to evidence the date received by the Plan and/or the Claims Administrator. The Claims Administrator and the Plan Administrator shall comply with the requirements of this Section 3.5, even if the participant or provider of service has forwarded a copy of the appeal to ELAP. Failure to notify ELAP of such appeals or notices within three (3) business day may cause all obligations of ELAP under this Agreement with respect to such Disputed Audit to terminate. More specifically, ELAP will have no obligation to indemnify or hold the Plan, the Plan Sponsor and/or the Plan Administrator harmless with respect to such Disputed Audit. ELAP - AUDIT PROGRAM ONLY (NON-ERISA) Page 6of10 3.6 Administrative Safeguards. The Plan Administrator and the Claims Administrator shall provide ELAP, on its request, with a description of the administrative safeguards which are in place to ensure consistent application of Plan provisions in accordance with the requirements of the terms of the Plan Documents. 3.7 Provisions Applicable to ELAP Direct Agreements. For Benefit Claims under an ELAP Direct Agreement, the Plan Sponsor and Plan Administrator agree, and shall cause the Claims Administrator to agree, to fully comply with the terms and conditions of the ELAP Direct Agreements. ELAP shall provide a complete copy of ELAP Direct Agreements containing the terms and conditions of such agreements that are available to the Plan to the Claims Administrator. The Plan Administrator agrees that the Claims Administrator shall be responsible for providing copies of such agreements to the Plan Administrator and/or Plan Sponsor, as appropriate. ELAP shall provide a complete list of such ELAP Direct Agreement medical providers, updated for additions and terminations, periodically and on request from the Plan Administrator and/or Claims Administrator. ELAP shall determine Allowable Claim Limits for eligible Benefit Claims from directly contracted providers in accordance with the terms and conditions set forth in the ELAP Direct Agreement as soon as reasonably possible following receipt, and shall promptly report its determination in the form and manner as agreed between the Plan Administrator, the Claims Administrator and ELAP. 4. Compensation of ELAP. ELAP shall receive, as compensation for services provided under this Agreement: 4.1 For Benefit Claims under the Claim Review and Audit Program which are not for Directly Contracted Providers, an amount equal to 12% of the "payable charges" subjected to the audit. "Payable charges" are the total billed charges minus any PPO or other managed -care discount(s) that are contractually available to the Plan. 4.2 Plan Sponsor acknowledges that ELAP may hire a third party expert on behalf of the Plan to audit Benefit Claim invoices to identify expenses that are not within Allowable Claim Limits. ELAP agrees to pay for fees and costs for services rendered by such experts. Plan Sponsor agrees to pay ELAP for its fees under this Section 4 at the same time that it makes payment for the claim, or, if no benefits are found to be payable for the claim according to the terms of the Plan, at the time of final adjudication of the claim, for which ELAP has performed its services under Agreement. Plan Sponsor further acknowledges that the Third Party Administrator may share (earn) a portion of ELAP's compensation to offset claim -handling, legal compliance, and time -sensitive expenses. Plan Sponsor acknowledges that it retains sole responsibility for determining the reasonableness of the compensation to ELAP. To the extent necessary, Plan sponsor acknowledges that ELAP's total compensation satisfies requirements of applicable law regarding service providers, and has determined that the services provided are helpful and appropriate to the Plan. 4.3 Compensation of ELAP for Services under an ELAP Direct Agreement. For Benefit Claims which are for Directly Contracted Providers under an ELAP Direct Agreement, an amount equal to 6% of the full billed charges for a Benefit Claim subjected to the contracted rate. If the combined amount of the contracted rate and the compensation due to the ELAP is greater than the original billed charges, the compensation for ELAP will default to (15%) of Savings to the Plan. For purposes of this Section 4.3, "Savings" shall mean the amount of billed charges which are in excess of the Directly Contracted Provider reimbursement rates under the ELAP Direct Agreement. Plan Sponsor agrees to pay ELAP for its fees under this Section 4.3 at the same time that it makes payment for the Benefit Claim, or, if no benefits are found to be payable for such claim, at the time of final adjudication of such claim, for which ELAP has performed its services under this Agreement. ELAP - AUDIT PROGRAM ONLY (NON-ERISA) Page 7 of 10 5. Liability of the Parties. 5.1. Amount of Liability. ELAP shall be responsible for all Defense Expenses related to a Disputed Audit; provided, however, that ELAP's total liability under this provision is limited to the Limit of Liability. The parties agree that responsibility for any Defense Expenses in excess of the Limit of Liability shall be that of the Plan Sponsor, the Plan Administrator and/or the Plan. ELAP has purchased insurance to cover liability that arises under this Agreement. A layer of the insurance is provided under an insurance policy issued by ELAP Insurance Company, LLC, an affiliate of the ELAP. ELAP is the first named insured under the policy, and the Employer is covered as a named insured client. Employer acknowledges and specifically elects that a percentage of the fees that Employer remits as Compensation of ELAP (see Section 4) will be paid as premium to ELAP Insurance Company, LLC. As such, a copy of the policy and/or a certificate of insurance are available upon written request to ELAP. ELAP Insurance Company, LLC is incorporated in the State of Delaware, and is regulated by the Delaware Insurance Department. The fact that ELAP has purchased this insurance does not in any way relieve ELAP of its responsibility for Defense Expenses as specified in this Agreement. ELAP shall also maintain, at all times during the period of this Agreement and at its own expense, professional liability insurance coverage to cover Defense Expenses in excess of the limits under the policy issued by ELAP Insurance Company, LLC, up to the Limit of Liability as defined in this Agreement. 5.2. Exclusions. ELAP shall not be liable for any Defense Expenses incurred by the Plan Sponsor, Plan Administrator and/or the Claims Administrator in connection with any Disputed Audit, if and to the extent that such Defense Expenses are (a) the result of negligence or willful misconduct by the Plan Sponsor, the Plan Administrator or the Claims Administrator in performing its duties under this Agreement; (b) the result of language in the Plan Document and/or Summary Plan Description which is not in compliance with applicable law or which otherwise is unenforceable; or (c) the result of the Plan Sponsor's failure to provide timely funding necessary to pay a claim for benefits. 5.3. Notification. The Plan Sponsor, Plan Administrator and/or the Claims Administrator shall notify ELAP, in writing, of the commencement of any litigation relating to a Disputed Audit, or the occurrence of any event which might give rise to liability under this section, within three (3) business days following such commencement or occurrence. In the event the Plan Sponsor, Plan Administrator and/or the Claims Administrator fails to provide such written notice within three (3) business days following such commencement or occurrence, then ELAP shall have no responsibility in connection with such litigation or event. An occurrence, as used in this section, shall refer to a service of complaint, writ of summons, or letter of representation from an attorney for a Plan participant or medical provider. 6. Prohibition Against Discrimination. Pursuant to Indiana Code 22-9-1-10, ELAP, or its sub -contractors, 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. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. 7. E-Verify. Pursuant to Indiana Code 22-5-1.7, ELAP is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the E-Verify program. ELAP is not required to verify the work eligibility status of all newly hired employees of the contractor through the E-Verify program if the E-Verify program no longer exits. Prior to the performance of this Agreement, ELAP shall provide to Employer its signed Affidavit affirming that ELAP does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). ELAP - AUDIT PROGRAM ONLY (NON-ERISA) Page 8 of 10 8. Iran Investment Activities. Pursuant to Indiana Code (IC) 5-22-16.5, ELAP certifies that it is not engaged in investment activities in Iran, as defined by IC 5-22-16.5-8. In the event Employer determines during the course of this Agreement that this certification is no longer valid, Employer shall notify ELAP in writing of said determination and shall give ELAP ninety (90) days within which to respond to the written notice. In the event ELAP fails to demonstrate to Employer that ELAP has ceased investment activities in Iran within ninety (90) days after the written notice is given to ELAP, Employer may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event Employer determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by ELAP in the manner set forth in IC 5-22-16.5, Employer reserves the right to consider ELAP to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. 9. Confidentiality. All information, whether written or oral, furnished by the Plan Sponsor, Plan Administrator and/or the Claims Administrator, or its agents or employees, to ELAP shall be held in confidence by ELAP, unless it is required to disclose such information by statute, regulation or court order. ELAP shall, at all times, comply with regulations under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"). The Plan Sponsor and the Plan Administrator expressly agree that the terms of the ELAP Direct Agreements, including, but not limited to, the reimbursement rates and methodology, represent confidential and proprietary information which may not be disclosed except as required for plan management and administration. When disclosure is required for plan management and administration, the Plan Sponsor and Plan Administrator shall cause the recipients, including but not limited to, agents, consultants and vendors, to keep the terms of this agreement in strictest confidence. The Plan Sponsor and the Plan Administrator further agree that the terms of the ELAP Direct Agreement shall not otherwise be disclosed without the express written consent of ELAP Services, LLC unless required by statute, regulation or court order. 10. Exclusivity. The rights granted to the Employer pursuant to this Agreement shall be deemed to be its exclusive rights with respect to the subject matter of this Agreement. 11. Term and Termination. The initial term of this Agreement shall be one (1) year, beginning on January 1,2015, through December 31,2015.This agreement shall renew itself automatically for additional one-year periods of time until terminated by either party in accordance with the provisions of this Section 8. This Agreement shall terminate as follows: 11.1. By Either Party with Notice. Either party to this Agreement may terminate it by giving sixty (60) days prior written notice thereof to the other party. 11.2. By ELAP Upon Failure to Pay Fees. ELAP may resign without prior notice at any time, and this Agreement shall immediately terminate, if the Employer does not pay the fees set forth in Section 4 within ten (10) days of the due date. 11.3. Rights and Duties Upon Termination. As of the date of termination of this Agreement, all rights and obligations of the parties shall terminate, except that (a) ELAP shall continue to perform its obligations under this Agreement with respect to any Disputed Audit of a Benefit Claim provided that the Plan Documents continue to name ELAP as a designated decision maker with maximum discretionary authority with respect to such Disputed Audits; and (b) the Plan Sponsor shall pay all fees which are due and owing under this Agreement as of the date of termination. 12. Binding Effect; Assignment. This Agreement shall be binding upon the parties hereto and their successors and assigns; provided, however, that neither party may assign its rights or obligations hereunder without the prior written consent of the other. 13. Severability. Any provision of this Agreement which is adjudicated to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability only, and shall be deemed reformed so as to continue to apply to the maximum extent. Any such adjudication shall not invalidate or render unenforceable any of the remaining provisions herein. ELAP - AUDIT PROGRAM ONLY (NON-ERISA) Page 9 of 10 14. Notices. All notices hereunder shall be in writing and delivered by hand or by overnight delivery. Notice shall be deemed to be given upon receipt. Notices shall be directed to the parties at their respective addresses set forth above, or at such other addresses as the parties may from time to time designate in writing. 15. Entire Agreement; Modification. This Agreement represents the entire agreement between the parties relating to the subject matter hereof. No provision of this Agreement may be modified, except in writing, signed by the parties. 16. Controlling Law. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions. In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first above written. ATTEST: ATTEST: THE EMPLOYER By. Sue Roberson Its Duly Authorized ELAP S ices, LLB By It my Aut,�orized ' /, ELAP - AUDIT PROGRAM ONLY (NON-ERISA) Page 10 of 10