HomeMy Public PortalAbout141-2014 - HR - ELAP Services - Claim and Audit ServiceELAP - AUDIT PROGRAM ONLY (NON-ERISA)
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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;
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(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
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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.
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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
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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.
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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.
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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).
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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.
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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
' /,
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