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HomeMy Public PortalAbout146-2014 - Human Resources - VSP - Eyecare ProviderPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this 1"day of ; 2014 and referred to as Contract No. 146-2014, 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 Indiana Vision Services, Inc., 3333 Quality Drive, Rancho, Cordova, CA 95670 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide vision care provider benefits for the City of Richmond, Indiana. The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit consists of forty-eight (48) 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. The Contractor 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 Compensation to Contractor shall be as set forth within Exhibit A. Contract No. 146-2014 Page 1 of 5 SECTION IV. TERM OF AGREEMENT This Agreement shall be effective when signed by all parties and shall continue in effect until December 31, 2015. 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. Coverage Limits A. Worker's Compensation & Disability Requirements Statutory B. Employer's Liability $100,000 Page 2 of 5 C. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $2,000,000 each aggregate 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 Page 3 of 5 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. 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; 3. 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. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability for negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. 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. Page 4 of 5 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. 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. "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety Vicki Robinson, President and Foore, Member By. Anthony otter, II, ember APPROVED: Sarah L. Hutton, Mayor Date: I WAlly "CONTRACTOR" INDIANA VISION SERVICES, INC. 3333 Quality Drive Rancho Cordova, CA 95670 By:- 6L i Printed: L Title: ���i'�tU✓ Date: Z� 3 k— Page 5 of 5 EXHIBIT PAGE �LOF_ Group Vision Care Plan Vs P S z I.1F. Group Name: CITY OF RICHMOND Group Number: 30053983 Effective Date: JANUARY 1, 2015 EVIDENCE OF COVERAGE Provided by: INDIANA VISION SERVICES, INC. 3333 Quality Drive, Rancho Cordova, CA 95670 (916) 851-5000 (800) 877-7195 EOC IN 11/01 12/15/14 Lxw EXHIBIT PAGE OF To be filled in by employer in the event this document is used to develop a Summary Plan Description: NAME OF EMPLOYER: NAME OF PLAN: PRINCIPAL ADDRESS: EMPLOYER I.D.#: GROUP #: PLAN ADMINISTRATOR: ADDRESS: PHONE NUMBER: REGISTERED AGENT FOR SERVICE OF LEGAL PROCESS, IF DIFFERENT FROM PLAN ADMINISTRATOR: ADDRESS: Benefits are furnished under a vision care Policy purchased by the Group and provided by INDIANA VISION SERVICES, INC.(VSP) under which VSP is financially responsible for the payment of claims. This Evidence of Coverage is a summary of the Policy provisions and is presented as a matter of general information only. It is not a substitute for the provisions of the Policy itself. A copy of the Policy will be furnished on request. DEFINITIONS: ADDITIONAL BENEFITS The document attached as Exhibit C to the Group Policy maintained by your Group Administrator, which lists RIDER selected vision care services and vision care materials that a Covered Person is entitled to receive by virtue of the Plan. BENEFIT AUTHORIZATION Authorization issued by VSP identifying the individual named as a Covered Person of VSP, and identifying those Plan Benefits to which a Covered Person is entitled. COPAYMENTS Those amounts required to be paid by or on behalf of a Covered Person for Plan Benefits which are not fully covered, and which are payable at the time services are rendered or materials provided. COVERED PERSON An Enrollee or Eligible Dependent who meets VSP's eligibility criteria and on whose behalf premiums have been paid to VSP, and who is covered under the Policy. ELIGIBLE DEPENDENT Any legal dependent of an Enrollee of Group who meets the eligibility criteria established by Group and approved by VSP under Section VI. ELIGIBILITY FOR COVERAGE of the Policy under which such Enrollee is covered. EMERGENCY CONDITION A condition, with sudden onset and acute symptoms, that requires the Covered Person to obtain immediate medical care, or an unforeseen occurrence requiring immediate, non -medical action. ENROLLEE An employee or member of the Group who meets the eligibility criteria specified under Section VI. ELIGIBILITY FOR COVERAGE of the Policy. EXPERIMENTAL NATURE A procedure or lens that is neither used universally nor accepted by the vision care profession, as determined by VSP. GROUP An employer or other entity that contracts with VSP for coverage under this Policy in order to provide vision care coverage to its Enrollees and their Eligible Dependents. EXHIBIT PAGE OFF VSP NETWORK DOCTOR An optometrist or ophthalmologist licensed and otherwise qualified to practice vision care and/or provide vision care materials who has contracted with VSP to provide vision care services and/or vision care materials on behalf of Covered Persons of VSP. NON-VSP PROVIDER An optometrist, optician, ophthalmologist, or other licensed and qualified vision care provider who has not contracted with VSP to provide vision care services and/or vision care materials to Covered Persons of VSP. PLAN or PLAN BENEFITS The vision care services and vision care materials that a Covered Person is entitled to receive by virtue of coverage under the Policy, as defined on the attached Schedule of Benefits and Additional Benefit Rider (if applicable). POLICY The contract between VSP and Group upon which this Plan is based. PREMIUMS The Payments made to VSP by or on behalf of a Covered Person to entitle him/her to Plan Benefits, as stated in the Schedule of Premiums attached as Exhibit B to the Group Policy document maintained by your Group Administrator. RENEWAL DATE The date on which the Policy shall renew or terminate if proper notice is given. SCHEDULE OF BENEFITS The document attached as Exhibit A to the Group Policy maintained by your Group Administrator, that lists the vision care services and vision care materials that a Covered Person is entitled to receive by virtue of the Plan. SCHEDULE OF PREMIUMS The document attached as Exhibit B to the Group Policy maintained by your Group Administrator, which states the payments to be made to VSP by or on behalf of a Covered Person to entitle him/her to Plan Benefits. ELIGIBILITY FOR COVERAGE Enrollees: To be covered, a person must currently be an employee or member of the Group and meet the established coverage criteria mutually agreed upon by Group and VSP. Eligible Dependents: If dependent coverage is provided, the persons eligible are indicated on the attached Schedule of Benefits and Additional Benefit Rider (if applicable). PREMIUMS Group is responsible for payments of the periodic charges for coverage. Group will notify Covered Person of Covered Person's share of the charges, if any. The entire cost of the program is paid to VSP by Group. EXHIBIT PAGE OFF PROCEDURE FOR USING THE PLAN 1. When you want to receive Plan Benefits, contact VSP or a VSP Network Doctor. A list of names, addresses and phone numbers of VSP Network Doctors in your area can be obtained from your Group, Plan Administrator or VSP. If this list does not cover the area in which you desire to seek services, call or write the VSP office nearest you to find one that does. 2. If you are eligible for Plan Benefits, VSP will provide Benefit Authorization directly to the VSP Network Doctor. If you contact the VSP Network Doctor directly, you must identify yourself as a VSP member so the doctor can obtain Benefit Authorization from VSP. 3. When such Benefit Authorization is provided by VSP, and services are performed prior to the expiration date of the Benefit Authorization, this will constitute a claim against the Policy, in spite of your termination of coverage or the termination of the Policy. Should you receive services from a VSP Network Doctor without such Benefit Authorization or obtain services from a Non-VSP Provider, you are responsible for payment in full to the provider. 4. You pay the Copayment (if any), amounts which exceed the Plan Allowances, and any amounts for non -covered services or materials to the VSP Network Doctor for services under this Policy. VSP will pay the VSP Network Doctor directly according to its agreement with the doctor. Note: If you are eligible for and obtain Plan Benefits from a Non-VSP Provider, you should pay the provider's full fee. You will be reimbursed by VSP in accordance with the Non-VSP Provider reimbursement schedule shown on the enclosed Schedule of Benefits and Additional Benefit Rider (if applicable), less any applicable Copayments. In emergency conditions, when immediate vision care of a medical nature, such as for bodily trauma or disease is necessary, Covered Person can obtain covered services by contacting a VSP Network Doctor (or Non-VSP Provider if the attached Schedule of Benefits and, if applicable, Additional Benefits Rider, indicates Covered Person's Plan includes such coverage). No prior approval from VSP is required for Covered Person to obtain vision care for Emergency Conditions of a medical nature. However, services for medical conditions, including emergencies, are covered by VSP only under the Acute EyeCare and Supplemental Primary EyeCare Plans. If there is no Additional Benefit Rider for one of these plans attached to this Evidence of Coverage, Covered Person is not covered by VSP for medical services and should contact a physician under Covered Person's medical insurance plan for care. For emergency conditions of a non -medical nature, such as lost, broken or stolen glasses, the Covered Person should contact VSP's Customer Service Department for assistance. Emergency vision care is subject to the same benefit frequencies, plan allowances, Copayments and exclusions stated herein. Reimbursement to VSP Network Doctors will be made in accordance with their agreement with VSP. 5. In the event of termination of a VSP Network Doctor's membership in VSP, VSP will be liable to the VSP Network Doctor for services rendered to you at the time of termination and permit the VSP Network Doctor to continue to provide you with Plan Benefits until the services are completed, or until VSP makes reasonable and appropriate arrangements for the provision of such services by another VSP Network Doctor. BENEFIT AUTHORIZATION PROCESS VSP authorizes Plan Benefits according to the latest eligibility information furnished to VSP by Covered Person's Group and the level of coverage (i.e. service frequencies, covered materials, reimbursement amounts, limitations, and exclusions) purchased for Covered Person by Group under this Plan. When Covered Person requests services under this Plan, Covered Person's prior utilization of Plan Benefits will be reviewed by VSP to determine if Covered Person is eligible for new services based upon Covered Person's Plan's level of coverage. Please refer to the attached Schedule of Benefits and Additional Benefit Rider (if applicable) for a summary of the level of coverage provided to Covered Person by Group. BENEFITS AND COVERAGES Through its VSP Network Doctors, VSP provides Plan Benefits to Covered Persons, subject to the limitations, exclusions and Copayment(s) described herein. When you wish to obtain Plan Benefits from a VSP Network Doctor, you should contact the VSP Network Doctor of your choice, identify yourself as a VSP member, and schedule an appointment. If you are eligible for Plan Benefits, VSP will provide Benefit Authorization for you directly to the VSP Network Doctor prior to your appointment. Specific benefits for which you are covered are described on the attached Schedule of Benefits and Additional Benefit Rider (if applicable). COPAYMENT The benefits described herein are available to you subject to your payment of any applicable Copayments as described in this Evidence of Coverage, the Schedule of Benefits and Additional Benefit Riders (if applicable). Amounts that exceed plan allowances, annual maximum benefits, options reimbursements, or any other stated Plan limitations are not considered Copayments but are also the responsibility of the Covered Person. ANY ADDITIONAL CARE, SERVICE AND/OR MATERIALS NOT COVERED BY THIS PLAN MAY BE ARRANGED BETWEEN YOU AND THE DOCTOR. EXHIBIT J PAGE OF -Lai EXCLUSIONS AND LIMITATIONS OF BENEFITS This vision service plan is designed to cover visual needs rather than cosmetic materials. If you select certain options, as listed in the PATIENT OPTIONS section of the attached Schedule of Benefits and Additional Benefit Rider (if applicable), the Plan will pay the basic cost of the allowed lenses or frames, and you will be responsible for the options' extra cost. Some professional services and/or materials are not covered under this Plan. Please refer to the NOT COVERED section of the attached Schedule of Benefits and Additional Benefit Rider (if applicable) for details. VSP may, at its discretion, waive any of the Plan limitations if, in the opinion of our Optometric Consultants, this is necessary for the visual welfare of the Covered Person. LIABILITY IN EVENT OF NON-PAYMENT IN THE EVENT VSP FAILS TO PAY THE PROVIDER, YOU SHALL NOT BE HELD LIABLE FOR ANY SUMS OWED BY VSP OTHER THAN THOSE NOT COVERED BY THE PLAN. COMPLAINTS AND GRIEVANCES: If Covered Person ever has a question or problem, Covered Person's first step is to call VSP's Customer Service Department. The Customer Service Department will make every effort to answer Covered Person's question and/or resolve the matter informally. If a matter is not initially resolved to the satisfaction of a Covered Person, the Covered Person may communicate a complaint or grievance to VSP in writing by using the complaint form that may be obtained upon request from the Customer Service Department. Complaints and grievances include disagreements regarding access to care, or the quality of care, treatment or service. Covered Persons also have the right to submit written comments or supporting documentation concerning a complaint or grievance to assist in VSP's review. VSP will resolve the complaint or grievance within thirty (30) days after receipt, unless special circumstances require an extension of time. In that case, resolution shall be achieved as soon as possible, but no later than one hundred twenty (120) days after VSP's receipt of the complaint or grievance. If VSP determines that resolution cannot be achieved within thirty (30) days, a letter will be sent to the Covered Person to indicate VSP's expected resolution date. Upon final resolution, the Covered Person will be notified of the outcome in writing. CLAIMS PAYMENTS AND DENIALS Initial Determination: VSP will pay or deny claims within thirty (30) calendar days of the receipt of the claim from the Covered Person or Covered Person's authorized representative. In the event that a claim cannot be resolved within the time indicated, VSP may, if necessary, extend the time for decision by no more than fifteen (15) calendar days. 4 EXHIBIT PAGE _L9 OFL� Request for Appeals: If a Covered Person's claim for benefits is denied by VSP in whole or in part, VSP will notify the Covered Person in writing of the reason or reasons for the denial. Within one hundred eighty (180) days after receipt of such notice of denial of a claim, Covered Person may make a verbal or written request to VSP for a full review of such denial. The request should contain sufficient information to identify the Covered Person for whom a claim for benefits was denied, including the name of the VSP Enrollee, Member Identification Number of the VSP Enrollee, the Covered Person's name and date of birth, the name of the provider of services and the claim number. The Covered Person may state the reasons the Covered Person believes that the claim denial was in error. The Covered Person may also provide any pertinent documents to be reviewed. VSP will review the claim and give the Covered Person the opportunity to review pertinent documents, submit any statements, documents or written arguments in support of the claim, and appear personally to present materials or arguments. Covered Person's authorized representative should submit all requests for appeals to: VSP Member Appeals 3333 Quality Drive Rancho Cordova, CA 95670 (800)877-7195 VSP's determination, including specific reasons for the decision, shall be provided and communicated to the Covered Person within thirty (30) calendar days after receipt of a request for appeal from the Covered Person or Covered Person's authorized representative. If Covered Person disagrees with VSP's determination, he/she may request a second level appeal within sixty (60) calendar days from the date of the determination. VSP shall resolve any second level appeal within thirty (30) calendar days. When Covered Person has completed all appeals mandated by the Employee Retirement Income Security Act of 1974 ("ERISA"), additional voluntary alternative dispute resolution options may be available, including mediation and arbitration. Covered Person should contact the U. S. Department of Labor or the state insurance regulatory agency for details. Additionally, under ERISA (Section 502(a)(1)(13)) [29 U.S.C. 1132(a)(1)(13)], Covered Person has the right to bring a civil (court) action when all available levels of review of denied claims, including the appeals process, have been completed, the claims were not approved in whole or in part, and Covered Person disagrees with the outcome. TERMINATION OF BENEFITS After the Policy Term, this Policy will continue on a month to month basis or until terminated by either party giving the other party sixty (60) days notice. Policy Benefits will cease on the date of cancellation of this Policy whether the cancellation is by your Group or by VSP due to nonpayment of Premium. If Covered Person is receiving service as of the termination date of the Policy, such service shall be continued to completion, but in no event beyond six (6) months after the termination date of the Policy. INDIVIDUAL CONTINUATION OF BENEFITS This program is available to groups of a minimum of ten (10) employees and is, therefore, not available on an individual basis. When a Group terminates its coverage, individual coverage is not available for Enrollees who may desire to retain same. THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985 (COBRA) The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) requires that, under certain circumstances, health plan benefits available to an eligible Enrollee and his or her Eligible Dependents be made available for purchase by said persons upon the occurrence of a COBRA -qualifying event. If, and only to the extent, COBRA applies, VSP shall make the statutorily -required continuation coverage available for purchase in accordance with COBRA. 5 EXHIBIT PAGE OF EXHIBIT A SCHEDULE OF BENEFITS VSP Choice Plan GENERAL This Schedule lists the vision care benefits to which Covered Persons of INDIANA VISION SERVICES, INC. ("VSP") are entitled, subject to any applicable Copayments and other conditions, limitations and/or exclusions stated herein. If Plan Benefits are available for Non-VSP Provider services, as indicated by the reimbursement provisions below, vision care benefits may be received from any licensed eye care provider whether VSP Network Doctors or Non-VSP Providers. This Schedule forms a part of the Policy or Evidence of Coverage to which it is attached. VSP Network Doctors are those doctors who have agreed to participate in VSP's Choice Network. When Plan Benefits are received from VSP Network Doctors, benefits appearing in the VSP Network Doctor Benefit column below are applicable subject to any applicable Copayments and other conditions, limitations and/or exclusions as stated below. When Plan Benefits are received from Non-VSP Providers, the Covered Person is reimbursed for such benefits according to the schedule in the Non-VSP Provider Benefit column below, less any applicable Copayment. The Covered Person pays the provider the full fee at the time of service and submits an itemized bill to VSP for reimbursement. Discounts do not apply for vision care benefits obtained from Non-VSP Providers. BENEFIT PERIOD A twelve-month period beginning on January 1st and ending on December 31 st. ELIGIBILITY The following are Covered Persons under this Policy: • Enrollee. • The legal spouse of Enrollee. • Any child of Enrollee, including any natural child from the date of birth, legally adopted child from the date of placement for adoption with the Enrollee, or other child for whom a court or administrative agency holds the Enrollee responsible. • The domestic partner of the same or opposite gender as Enrollee, pursuant to Group's eligibility. Dependent children are covered up to the end of the month in which they turn age 26. A dependent, unmarried child over the limiting age may continue to be eligible as a dependent if the child is incapable of self-sustaining employment because of mental or physical disability, and chiefly dependent upon Enrollee for support and maintenance. See schedule below for Plan Benefits, payments and/or reimbursement subject to any Copayment(s) as stated: COMMENT The benefits herein are available to each Covered Person subject only to payment of the applicable Copayment by the Covered Person. Plan Benefits received from VSP Network Doctors and Non-VSP Providers require Copayments. Covered Persons must also follow Benefit Authorization Procedures. There shall be a Copayment of $10.00 for the examination payable by the Covered Person to the VSP Network Doctor or the Non-VSP Provider at the time services are rendered. If materials (lenses, frames or Necessary Contact Lenses) are provided, there shall be an additional $25.00 Copayment payable at the time the materials are ordered. The Copayment shall not apply to Elective Contact Lenses. 0 EXHIBIT PAGE OFH11 PLAN BENEFITS SERVICE OR MATERIAL VSP NETWORK DOCTOR l NON-VSP PROVIDER BENEFIT I FREQUENCY BENEFIT Eye Examination Covered in full* I Up to $ 45.00* Available once each 12 months** Complete initial vision analysis: includes appropriate examination of visual functions and prescription of corrective eyewear where indicated. *Less any applicable Copayment. **Beginning with the first day of the Benefit Period. SERVICE OR MATERIAL VSP NETWORK DOCTOR BENEFIT NON-VSP PROVIDER BENEFIT FREQUENCY LENSES Available once each 12 months** Single Vision Covered in full * Up to $ 30.00* Bifocal Covered in full * Up to $ 50.00* Trifocal Covered in full * Up to $ 65.00* Lenticular Covered in full * Up to $100.00* Plan Benefits for lenses are per complete set, not per lens. *Less any applicable Copayment. "Beginning with the first day of the Benefit Period. SERVICE OR MATERIAL VSP NETWORK DOCTOR NON-VSP PROVIDER BENEFIT FREQUENCY BENEFIT FRAMES Covered up to Plan Allowance* Up to $ 70.00* Available once each 24 months** Benefits for lenses and frames include reimbursement for the followin necessary professional services: 1. Prescribing and ordering proper lenses; 2. Assisting in frame selection; 3. Verifying accuracy of finished lenses; 4. Proper fitting and adjustments of frames; 5. Subsequent adjustments to frames to maintain comfort and efficiency; 6. Progress or follow-up work as necessary. *Less any applicable Copayment. "Beginning with the first day of the Benefit Period. EXHIBIT PAGE OFF SERVICE OR MATERIAL VSP NETWORK DOCTOR NON-VSP PROVIDER BENEFIT FREQUENCY BENEFIT CONTACT LENSES Necessary Available once each 12 months** Professional Fees/Materials Covered in full* Up to $ 210.00* Elective Elective Contact Lens fitting and Available once each 12 months** evaluation*** services are covered in full once every 12 months**, after a maximum $60.00 Copayment. Materials rofessional Fees/Materials Up to $ 130.00 p to $ 105.00 *Less any applicable Copayment. **Beginning with the first day of the Benefit Period. ***15% Discount applies to VSP Network Doctor's usual and customary professional fees for contact lens evaluation and fitting. Necessary Contact Lenses are a Plan Benefit when specific benefit criteria are satisfied and when prescribed by Covered Person's VSP Network Doctor or Non-VSP Provider. Review and approval by VSP are not required for Covered Person to be eligible for Necessary Contact Lenses. Contact Lenses are provided in lieu of all other lens and frame benefits available herein. Utilization of contact lens benefits exhausts all of the Covered Person's lens and frame benefits for the current Benefit Period, and future eligibility for lenses and frames will be determined as if spectacle lenses only were obtained in the current Benefit Period. SERVICE OR MATERIAL VSP NETWORK DOCTOR NON-VSP PROVIDER BENEFIT I FREQUENCY BENEFIT LOW VISION Professional services for severe visual problems not correctable with regular lenses, including: Supplemental Testing Covered in full Up to $125.00 (Includes evaluation, diagnosis and prescription of vision aids where indicated.) Supplemental Aids 75% of amount 75% of amount up to $1000.00* up to $1000.00* *Maximum benefit for all Low Vision services and materials is $1000.00 every two (2) Benefit Periods. Low Vision benefits secured from Non-VSP Providers (if covered) are subject to the same time and Copayment provisions described above for VSP Network Doctors. The Covered Person should pay the Non-VSP Provider's full fee at the time of service. Covered Person will b reimbursed an amount not to exceed what VSP would pay a VSP Network Doctor for the same services and/or materials. THERE IS NO ASSURANCE THAT THE AMOUNT REIMBURSED WILL COVER 75% OF THE PROVIDER'S FULL FEE. 1.1 EXHIBIT POE OF EXCLUSIONS AND LIMITATIONS OF BENEFITS Some brands of spectacle frames may be unavailable for purchase as Plan Benefits, or may be subject to additional limitations. Covered Persons may obtain details regarding frame brand availability from their VSP Network Doctor or by calling VSP's Customer Care Division at (800) 877-7195. PATIENT OPTIONS This Plan is designed to cover visual needs rather than cosmetic materials. When the Covered Person selects any of the following extras, the Plan will pay the basic cost of the allowed lenses or frames, and the Covered Person will pay the additional costs for the options. • Optional cosmetic processes. • Anti -reflective coating. • Color coating. • Mirror coating. • Scratch coating. • Blended lenses. • Cosmetic lenses. • Laminated lenses. • Oversize lenses. • Polycarbonate lenses. • Photochromic lenses, tinted lenses except Pink #1 and Pink #2. • Progressive multifocal lenses. • UV (ultraviolet) protected lenses. • Certain limitations on low vision care. NOT COVERED There are no benefits for professional services or materials connected with: • Orthoptics or vision training and any associated supplemental testing. • Plano lenses (less than a ± .50 diopter power). • Two pair of glasses in lieu of bifocals. • Replacement of lenses and frames furnished under this Policy that are lost or broken, except at the normal intervals when services are otherwise available. • Medical or surgical treatment of the eyes. • Corrective vision treatment of an Experimental Nature. • Costs for services andlor materials above Plan Benefit allowances. • Services and/or materials not indicated on this Schedule as covered Plan Benefits. EXHIBIT PAOF _NLOFi�l1 PLAN BENEFITS AFFILIATE PROVIDERS GENERAL Affiliate Providers are providers of Covered Services and Materials who are not contracted as VSP Network Doctors but who have agreed to bill VSP directly for Plan Benefits provided pursuant to this Schedule. However, some Affiliate Providers may be unable to provide all Plan Benefits included in this Schedule. Covered Persons should discuss requested services with their provider or contact VSP Customer Care for details. COPAYMENT There shall be a Copayment of $10.00 for the examination payable by the Covered Person at the time services are rendered. If materials (lenses, frames or Necessary Contact Lenses) are provided, there shall be an additional $25.00 Copayment payable at the time the materials are ordered. The Copayment shall not apply to Elective Contact Lenses. COVERED SERVICES AND MATERIALS Eye Examination Covered in full * Available once each 12 months** Comprehensive examination of visual functions and prescription of corrective eyewear. Spectacle Lenses Single Vision, Lined BifocalCovered in Full* or Lined Trifocal, Frames CONTACT LENSES Elective Contact Lenses (Materials Only) Covered up to the Plan allowance* Up to $130.00 Available once each 12 months** Available once each 24 months** Available once each 12 months** The Elective Contact Lens fitting and evaluation services are covered in full once every 12 months, after a maximum $60.00 Copayment. Necessary Contact Lenses Up to $210.00* Available once each 12 months** Necessary Contact Lenses are a Plan Benefit when specific benefit criteria are satisfied and when prescribed by Covered Person's Doctor. Contact Lenses are provided in place of spectacle lens and frame benefits available herein. *Less any applicable Copayment. **Beginning with the first day of the Benefit Period. When contact lenses are obtained, the Covered Person shall not be eligible for lenses and frames again for one plan year. 10 EXHIBIT PA E - - OFL-n1 LOW VISION Professional services for severe visual problems not correctable with regular lenses, including: Supplemental Testing: Up to $125.00t -Includes evaluation, diagnosis and prescription of vision aids where indicated. Supplemental Aids: 75% of Affiliate Provider's fee up to $1000.00t tMaximum benefit for all Low Vision services and materials is $1000.00 every two (2) years and a maximum of two supplemental tests within a two-year period Low Vision Services are a Plan Benefit when specific benefit criteria are satisfied and when prescribed by Covered Person's Doctor. EXCLUSIONS AND LIMITATIONS OF BENEFITS 1. Exclusions and limitations of benefits described above for VSP Network Doctors shall also apply to services rendered by Affiliate Providers. 2. Services from an Affiliate Provider are in lieu of services from a VSP Network Doctor or a Non-VSP Provider. 3. VSP is unable to require Affiliate Providers to adhere to VSP's quality standards. 4. Where Affiliate Providers are located in membership retail environments, Covered Persons may be required to purchase a membership in such entities as a condition of obtaining Plan Benefits. 11 EXHIBIT _,:PAGE ' Exhibit C ADDITIONAL BENEFIT RIDER PRIMARY EYECARE PLAN GENERAL This Rider lists additional vision care benefits to which Covered Persons of INDIANA VISION SERVICES, INC. ("VSP") are entitled, subject to any applicable Copayments and other conditions, limitations and/or exclusions stated herein. This Rider forms a part of the Policy and Evidence of coverage to which it is attached. The Primary EyeCare Plan is designed for the detection, treatment and management of ocular conditions and/or systemic conditions that produce ocular or visual symptoms. Under the Plan, VSP Network Doctors provide treatment and management of urgent and follow-up services. Primary EyeCare also involves management of conditions that require monitoring to prevent future vision loss. The VSP Network Doctor is responsible for advising and educating patients on matters of general health and prevention of ocular disease. If consultation, treatment, and/or referral are necessary, it is the responsibility of the VSP Network Doctor as a Primary EyeCare professional, to manage and coordinate on behalf of the patient to assure appropriateness of follow-up services. Covered Persons with the following symptoms and/or conditions (see DEFINITIONS, below) will be covered for certain Primary EyeCare services in accordance with the optometric scope of licensure in the VSP Network Doctors state. This Rider forms a part of the Policy and Evidence of Coverage to which it is attached. SYMPTOMS Examples of symptoms which may result in a patient seeking services on an urgent basis under the Primary EyeCare Plan include, but are not limited to: • ocular discomfort or pain • transient loss of vision • flashes or floaters • ocular trauma • diplopia CONDITIONS • recent onset of eye muscle dysfunction • ocular foreign body sensation • pain in or around the eyes • swollen lids • red eyes Examples of conditions which may require management under the Primary EyeCare Plan include, but are not limited to: • ocular hypertension • retinal nevus • glaucoma • cataract • pink -eye • macular degeneration • comeal dystrophy • comeal abrasion • blepharitis • sty See schedule below for Plan Benefits, payments and/or reimbursement subject to any Copayment(s) as stated. PROCEDURES FOR OBTAINING PRIMARY EYECARE SERVICES To obtain Primary EyeCare Services, the Covered Person contacts a VSP Network Doctor's office and makes an appointment. If necessary, the Covered Person may first call VSP's Customer Service Department to determine the location of the nearest VSP Network Doctors office. If urgent care is necessary, the Covered Person may be seen by a VSP Network Doctor immediately. The Covered Person pays the applicable Copayment to the VSP Network Doctor at the time of each Primary EyeCare office visit, and for any additional services not covered by the Plan. Upon completion of the services, the VSP Network Doctor will submit the required claim information to VSP. VSP will pay the VSP Network Doctor directly in accordance with VSP's agreement with the doctor. 12 EXHIBIT � PA E '4F ELIGIBILITY The following are Covered Persons under this Policy: • Enrollee. • The legal spouse of Enrollee • Any child of Enrollee, including any natural child from the date of birth, legally adopted child from the date of placement for adoption with the Enrollee, or other child for whom a court or administrative agency holds the Enrollee responsible. • The domestic partner of the same or opposite gender as Enrollee, pursuant to Group's eligibility Dependent children are covered up to the end of the month in which they turn age 26. A dependent child over the limiting age may continue to be eligible as a dependent if the child is incapable of self-sustaining employment because of mental or physical disability, and chiefly dependent upon Enrollee for support and maintenance. See schedule below for Plan Benefits, payments and/or reimbursement subject to any Copayment(s) as stated. COPAYMENT A Copayment amount of $20.00 shall be payable by the Covered Person at the time of each Primary EyeCare office visit. REFERRALS BY THE VSP NETWORK DOCTOR The VSP Network Doctor will refer the Covered Person to another doctor under the following circumstances: If the Covered Person requires additional services which are covered by the Primary EyeCare Plan but can not be provided in the VSP Network Doctor's office, the doctor will refer the Covered Person to another VSP Network Doctor or to the Group's major medical physician whose offices provide the necessary services. If the Covered Person requires services beyond the scope of the Primary EyeCare Plan, the VSP Network Doctor will refer the Covered Person to the Group's major medical physician. If the Covered Person requires emergency services beyond the scope of the Primary EyeCare Plan, the VSP Network Doctor will make an urgent referral by calling either another VSP Network Doctor or the Group's major medical physician. EXCLUSIONS AND LIMITATIONS OF BENEFITS The Primary EyeCare Plan is designed to cover Primary EyeCare services only. There is no coverage provided under the Policy for the following: • Costs associated with securing materials such as lenses and frames. • Orthoptics or vision training and any associated supplemental testing. • Surgical or pathological treatment. • Any eye examination, or any corrective eyewear required by an employer as a condition of employment. • Medication. • Pre- and post -operative services. • Services and/or materials not indicated on this Rider as covered Plan Benefits. 13 EXHIBIT 'PA t j f DEFINITIONS Blepharitis Inflammation of the eyelids. Cataract A cloudiness of the lens of the eye obstructing vision. Conjunctiva The mucous membrane that lines the inner surface of the eyelids and is continued over the forepart of the eye. Corneal Abrasion Irritation of the transparent, outermost layer of the eye. Corneal Dystrophy A disorder involving nervous and muscular tissue of the transparent, outermost layer of the eye. Diplopia The observance by a person of seeing double images of an object Eye Muscle Dysfunction A disorder or weakness of the muscles that control the eye movement. Flashes or Floaters The observance by a person of seeing flashing lights and/or spots. Glaucoma A disease of the eye marked by increased pressure within the eye which causes damage to the optic disc and gradual loss of vision. Macula The small, sensitive area of the central retina, which provides vision for fine work and reading. Macular Degeneration An acquired degenerative disease which affects the central retina. Ocular Of or pertaining to the eye or the eyesight. Ocular Conditions Any condition, problem, or complaint relating to the eyes or eyesight. Ocular Hypertension Unusually high blood pressure within the eye. Ocular Trauma A forceful injury to the eye due to a foreign object. Pink eye An acute, highly contagious inflammation of the conjunctiva. Retinal Nevus A pigmented birthmark on the sensory membrane lining the eye that receives the image formed by the lens. Systemic Condition Any condition or problem relating to a person's general health. sty An inflamed swelling of the fatty material at the margin of the eyelid. Transient Loss of Vision Temporary loss of vision. 14 EXHIBIT PA E` .OF Summaryy of Benefits and Coverage VSP Choice Plan Prepared for: CITY OF RICHMOND Group ID: 30053983 Effective Date: JANUARY 1, 2015 The Affordable Care Act requires that health insurance companies and group health plans provide consumers with a simple and consistent benefit and coverage information document, beginning September 23, 2012. This document is a Summary of Benefits and Coverage (SBC). The grid below is being provided for your convenience and mirrors the sample SBC that the U.S. Department of Labor has published. All the information provided is relative to your plan and described in detail in the preceding Evidence of Coverage. Common Services You Your cost if you use an Limitations and In -Network Out -of -Network Medical May Need Exceptions Event Provider Provider If you or your Eye Exam $10.00 Copay Reimbursed up to Exam covered in dependents (if $45.00 full every 12 applicable) months** need eyecare Frames, Lenses or Glasses: $25.00 Frames reimbursed up Frames covered Contacts Copay (lenses to $ 70.00 every 24 months** and/or frames only); SV Lenses reimbursed Lenses covered Up to $60.00 copay up to $ 30.00 every 12 months** for Contact Lens Bi-Focal Lenses Exam reimbursed up to $ 50.00 Tri-Focal Lenses reimbursed up to $ 65.00 Lenticular Lenses reimbursed up to $100.00 ECL reimbursed up to $105.00 Fees ** Beginning with the first day of the Benefit Period. Your Grievance and Appeals Rights: If you have a complaint or are dissatisfied with a denial of coverage for claims under your plan, you may be able to appeal or file a grievance. For questions about your rights, this notice, or assistance, you can contact: 800-877-7195. EXHIBIT PAGE °bF December 15, 2014 ROBERT FRICK 1251 N EDDY ST STE 200 SOUTH BEND, IN 46617-1478 RE: NOTIFICATION OF DOCUMENT CHANGES FOR CITY OF RICHMOND • VS P. n...o?t Ca-cl fc r Li'e Enclosed are the new VSP Plan document and Evidence of Coverage booklet for the above -referenced group, both effective JANUARY 1, 2015. This new document supersedes any existing document your client has with VSP. If you or your client have any questions concerning the new document, please call 800-216-6248, and a VSP representative will assist you. Please retain a copy for your records and forward the additional copy directly to the client. Enclosures These documents are intended only for the client to whom they are addressed and may contain confidential information. If you are not the intended recipient (or the person responsible for delivering it to the intended recipient) and have received these documents in error, please notify the sender immediately by telephone, and destroy or delete these documents. EXHIBIT PAGE OFF i vsP INDIANA VISION SERVICES, INC. 3333 Quality Drive Rancho Cordova, California 95670 GROUP VISION CARE POLICY Group Name CITY OF RICHMOND Policy Number 30053983 State of Delivery INDIANA Effective Date JANUARY 1, 2015 Policy Term TWENTY-FOUR (24) MONTHS Premium Due Date FIRST DAY OF MONTH In consideration of the statements and agreements contained in the Group Application and in consideration of payment by the Group of the premiums as herein provided, INDIANA VISION SERVICES, INC. ("VSP") agrees to insure certain individuals under this Group Vision Care Policy ("Policy") for the benefits provided herein, subject to the exceptions, limitations and exclusions hereinafter set forth. This Policy is delivered in and governed by the laws of the state of delivery and is subject to the terms and conditions recited on the subsequent pages hereof, including any Exhibits or state -specific Addenda, which are a part of this Policy. .. Of 'In s r ecre f IN 11101 DDM 12/15/14 Lxw EXHIBIT PAGE OF�12 INDIANA VISION SERVICES, INC. GROUP VISION CARE POLICY TABLE OF CONTENTS I. DEFINITIONS.............................................................................................................. 1 II. TERM, TERMINATION, AND RENEWAL................................................................... 3 III. OBLIGATIONS OF VSP.............................................................................................. 4 IV. OBLIGATIONS OF THE GROUP................................................................................ 6 V. OBLIGATIONS OF COVERED PERSONS UNDER THE POLICY ............................. 8 VI. ELIGIBILITY FOR COVERAGE................................................................................... 12 VII. CONTINUATION OF COVERAGE.............................................................................. 14 VIII. ARBITRATION OF DISPUTES.................................................................................... 15 IX. NOTICES.....................................................................................................................16 X. MISCELLANEOUS......................................................................................................17 EXHIBIT A SCHEDULEOF BENEFITS........................................................................... 19 EXHIBIT B SCHEDULEOF PREMIUMS......................................................................... 25 EXHIBIT C ADDITIONAL BENEFIT - PRIMARY EYECARE PLAN ................................. 26 ADDENDUM FORTHE STATE OF INDIANA......................................................................... 29 EXHIBIT PAGE OF INDIANA VISION SERVICES, INC. GROUP VISION CARE POLICY DEFINITIONS The key terms in this Policy are defined: 1.01. ADDITIONAL BENEFIT RIDER: The document, attached as Exhibit C to this Policy (if applicable), which lists selected vision care services and vision care materials which a Covered Person is entitled to receive under this Policy. Additional Benefits are only available when purchased by Group in conjunction with a Plan Benefit offered under Exhibit A. 1.02. BENEFIT AUTHORIZATION: Authorization from VSP identifying the individual named as a Covered Person of VSP, and identifying those Plan Benefits to which Covered Person is entitled. 1.03. CONFIDENTIAL MATTER: All confidential information concerning the medical, personal, financial or business affairs of Covered Persons obtained while providing Plan Benefits hereunder. 1.04. COMMENTS: Those amounts required to be paid by or on behalf of a Covered Person for Plan Benefits which are not fully covered, and which are payable at the time services are rendered or materials provided. 1.05. COVERED PERSON: An Enrollee or Eligible Dependent who meets VSP's eligibility criteria and on whose behalf premiums have been paid to VSP, and who is covered under this Policy. 1.06. ELIGIBLE DEPENDENT: Any legal dependent of an Enrollee of Group who meets the criteria for eligibility established by Group and approved by VSP in Article VI of this Policy under which such Enrollee is covered. 1.07. EMERGENCY CONDITION: A condition, with sudden onset and acute symptoms, that requires the Covered Person to obtain immediate medical care, or an unforeseen occurrence calling for immediate, non -medical action. 1.08. ENROLLEE: An employee or member of Group who meets the criteria for eligibility specified under VI. ELIGIBILITY FOR COVERAGE. 1.09. EXPERIMENTAL NATURE: Procedure or lens that is not used universally or accepted by the vision care profession, as determined by VSP. 1.10. EVIDENCE OF COVERAGE: A summary of the Policy provisions, prepared by VSP and provided to Group for distribution to Enrollee. 1.11. GROUP: An employer or other entity that contracts with VSP for coverage under this Policy in order to provide vision care coverage to its Enrollees and their Eligible Dependents. 1.12. GROUP APPLICATION: The form signed by an authorized representative of the Group to signify the 1 EXHIBIT PA E OF Group's intention to have its Enrollees and their Eligible Dependents become Covered Persons of VSP. 1.13. GROUP VISION CARE POLICY (also, "The Policy"): The Policy issued by VSP to a Group, under which its Enrollees or members, and their Eligible Dependents are entitled to become Covered Persons of VSP and receive Plan Benefits in accordance with the terms of such Policy. 1.14. VSP NETWORK DOCTOR: An optometrist or ophthalmologist licensed and otherwise qualified to practice vision care and/or provide vision care materials who has contracted with VSP to provide vision care services and/or vision care materials on behalf of Covered Persons of VSP. 1.15. NON-VSP PROVIDER: Any optometrist, optician, ophthalmologist, or other licensed and qualified vision care provider who has not contracted with VSP to provide vision care services and/or vision care materials to Covered Persons of VSP. 1.16. PLAN or PLAN BENEFITS: The vision care services and vision care materials which a Covered Person is entitled to receive by virtue of coverage under this Policy, as defined in the Schedule of Benefits (Exhibit A) and, if applicable, the Additional Benefit Rider (Exhibit C), attached hereto. 1.17. RENEWAL DATE: The date when the Policy shall renew, or terminate if proper notice is given. 1.18. SCHEDULE OF BENEFITS: The document, attached as Exhibit A to this Policy, which lists the vision care services and vision care materials which a Covered Person is entitled to receive under this Policy. 1.19. SCHEDULE OF PREMIUMS: The document, attached hereto as Exhibit B, which states the payments to be made to VSP by or on behalf of a Covered Person to entitle him/her to Plan Benefits. K EXHIBIT P� AGE_!Z'ZOE.!i!j TERM TERMINATION, AND RENEWAL 2.01. (a) This Policy is effective on the Effective Date and shall remain in effect for the Policy Term. (b) If VSP issues written renewal notice to the group at least sixty (60) days before the end of the Policy Term, this Policy shall be automatically renewed for an additional period of time and at Premium rate(s) specified in such notice. Such renewal shall take effect, without any lapse in coverage, on the first calendar day following the last day of the Policy Term described herein. Group may refuse renewal by notifying VSP in writing prior to renewal. If Group decides to refuse renewal, VSP requests that it receive Group's written refusal at least thirty (30) days prior to the renewal effective date. 2.02. Early Termination Provision: The premium rate payable by Group under this Policy is based on an assumption that VSP will receive these amounts over the full Policy Term in order to cover costs associated with greater vision utilization that tends to occur during the first portion of a Policy Term. If Group terminates this Policy before the end of the Policy Term or before the end of any subsequent renewal terms, for any reason other than material breach by VSP, then Group will remain liable to VSP for the lesser amount of any deficit incurred by VSP or the payments which Group would have paid for the remaining term of this Policy, not to exceed one year. A deficit incurred by VSP will be calculated by subtracting the cost of incurred and outstanding claims, as calculated on an incurred date basis with a claim run -out not to exceed six months from the date of termination, from the net premiums received by VSP from Group. Net premiums shall mean premiums paid by Group minus any applicable retention amounts and/or broker commissions. Group agrees to pay VSP within thirty-one (31) days of notification of the amount due. EXHIBIT - PAGE III. OBLIGATIONS OF VSP 3.01. Coverage: VSP will enroll for coverage each eligible Enrollee and his/her Eligible Dependents, if dependent coverage is provided, all of whom shall be referred to upon enrollment as "Covered Persons." To institute coverage, VSP may require Group to complete, sign and forward to VSP a Group Application along with information regarding Enrollees and Eligible Dependents, and all applicable premiums. (Refer to VI. ELIGIBILITY FOR COVERAGE for further details.) Following the enrollment of the Covered Persons, VSP will provide Group with Member Benefit Summaries and copies of the Evidence of Coverage, with Exhibits, for distribution to Covered Persons. Such Member Benefit Summaries and Evidence of Coverage will summarize the terms and conditions set forth in this Policy. 3.02. Provision of Plan Benefits: Through its VSP Network Doctors (or through other licensed vision care providers where a Covered Person is eligible for, and chooses to receive Plan Benefits from a Non-VSP Provider), VSP shall provide Covered Persons such Plan Benefits listed in the Schedule of Benefits (Exhibit A) or, if applicable, Additional Benefit Rider (Schedule C) attached hereto, subject to any limitations, exclusions, or Copayments therein stated. Benefit Authorization must be obtained prior to a Covered Person obtaining Plan Benefits from a VSP Network Doctor. When a Covered Person seeks Plan Benefits from a VSP Network Doctor, the Covered Person must schedule an appointment and identify himself as a VSP Covered Person, so the VSP Network Doctor can obtain Benefit Authorization from VSP. VSP shall provide Benefit Authorization to the VSP Network Doctor to authorize the provision of Plan Benefits to the Covered Person. Each Benefit Authorization will contain an expiration date, stating a specific time period for the Covered Person to obtain Plan Benefits. VSP shall issue Benefit Authorizations in accordance with the latest eligibility information furnished by Group and the Covered Person's past service utilization, if any. Any Benefit Authorization so issued by VSP shall constitute a certification to the VSP Network Doctor that payment will be made, irrespective of a later loss of eligibility of the Covered Person, provided Plan Benefits are received prior to the Benefit Authorization expiration date. VSP shall pay or deny claims for Plan Benefits provided to Covered Persons, less any applicable Copayment, within a reasonable time but not more than thirty (30) calendar days after VSP has received a completed claim, unless special circumstances require additional time. In such cases, VSP may obtain an extension of fifteen (15) calendar days of this time limit by providing notice to the claimant of the reasons for the extension. 3.03. Provision of Information to Covered Persons: Upon request, VSP shall make available to Covered Persons necessary information describing Plan Benefits and how to use them. A copy of this Policy shall be placed with n EXHIBIT PAGEOF�� Group and also will be made available at the offices of VSP for any Covered Persons. VSP shall provide Group with an updated list of VSP Network Doctors' names, addresses, and telephone numbers for distribution to Covered Persons twice a year. Covered Persons may also obtain a copy of the VSP Network Doctor directory through contacting VSP's Customer Service Department's toll -free Customer Service telephone line, VSP's website at www.vsp.com or by written request. 3.04. Preservation of Confidentiality: VSP shall hold in strict confidence all Confidential Matters and exercise its best efforts to prevent any of its employees, VSP Network Doctors, or agents, from disclosing any Confidential Matter, except to the extent that such disclosure is necessary to enable any of the above to perform their obligations under this Policy, including but not limited to sharing information with medical information bureaus, or complying with applicable law. Covered Persons and/or Groups that want more information on VSP's Confidentiality Policy may obtain a copy of the Policy by contacting VSP's Customer Service Department or VSP's website at www.vsp.com. 3.05. Emergency Vision Care: When vision care is necessary for Emergency Conditions, Covered Persons may obtain Plan Benefits by contacting a VSP Network Doctor or Non-VSP Provider. No prior approval from VSP is required for Covered Person to obtain vision care for Emergency Conditions of a medical nature. However, services for medical conditions, including emergencies, are covered by VSP only under the Acute EyeCare and Supplemental Primary EyeCare Plans. If Group has not purchased one of these plans, Covered Persons are not covered by VSP for medical services and should contact a physician under Covered Persons' medical insurance plans for care. For emergency conditions of a non -medical nature, such as lost, broken or stolen glasses, Covered Persons should contact VSP's Customer Service Department for assistance. Reimbursement and eligibility are subject to the terms of this Policy. 5 EXHIBIT PAGE 2- 20 IV. OBLIGATIONS OF THE GROUP 4.01. Identification of Eligible Enrollees: An Enrollee is eligible for coverage under this Policy if he/she satisfies the enrollment criteria specified in Paragraph 6.01(a) and/or as mutually agreed to by VSP and Group. By the Effective Date of this Policy, Group shall provide VSP with eligibility information, in a mutually agreed upon format and medium, to identify all Enrollees who are eligible for coverage under this Policy as of that date. Thereafter, Group shall supply to VSP by the last day of each month, eligibility information sufficient to identify all Enrollees to be added to or deleted from VSP's coverage rosters for the next month. The eligibility information shall include designation of each Enrollee's family status if dependent coverage is provided. Upon VSP's request, Group shall make available for inspection records regarding the coverage of Covered Persons under this Policy. 4.02. Payment of Premiums: By the last day of each month, Group shall remit to VSP the premiums payable for the next month on behalf of each Enrollee and Eligible Dependents, if any, to be covered under this Policy. The Schedule of Premiums incorporated in this Policy as Exhibit B provides the premium amount for each Covered Person. Only Covered Persons for whom premiums are actually received by VSP shall be entitled to Plan Benefits under this Policy and only for the period for which such payment is received, subject to the grace period provision below. If payment for any Covered Person is not received on time, VSP may terminate all rights of such Covered Person. Such rights may be reinstated only in accordance with the requirements of this Policy. VSP may change the premiums set forth in Exhibit B (Schedule of Premiums) by giving Group at least sixty (60) days advance written notice. No change will be made during the Policy Term unless there is a change in the Schedule of Benefits or there is a material change in Policy terms or conditions, provided any such change is mutually agreed upon in writing by VSP and Group. Notwithstanding the above, VSP may increase premiums during a Policy Term by the amount of any tax or assessment not now in effect but subsequently levied by any taxing authority, which is attributable to premiums VSP received from Group. 4.03. Grace Period: Group shall be allowed a grace period of thirty-one (31) days following the premium payment due date to pay premiums due under this Policy. During said grace period, this Policy shall remain in full force and effect for all Covered Persons of Group. VSP will consider late payments at the time of Policy renewal. Such payment may impact Group's premium rates in future Policy Terms. If Group fails to make any premiums payment due by the end of any grace period, VSP may notify Group that the H. PAGEEXHIBIT �r�% premiums payment has not been made, that coverage is canceled and that Group is responsible for payment for all Plan Benefits provided to Covered Persons after the last period for which premiums were paid in full, including the grace period through the effective date of termination. Group shall also be responsible for any legal and/or collection fees incurred by VSP to collect amounts due under this Policy. 4.04. Distribution of Required Documents: Group shall distribute to Enrollees any disclosure forms, Policy summaries or other material required to be given to Policy subscribers by any regulatory authority. Such materials shall be distributed by Group no later than thirty (30) days after the receipt thereof, or as required under state law. EXHIBIT P 4'2-LIO1=U a OBLIGATIONS OF COVERED PERSONS UNDER THE POLICY 5.01. General: By this Policy, Group makes coverage available to its Enrollees and their Eligible Dependents, if dependent coverage is provided. However, this Policy may be amended or terminated by agreement between VSP and Group as indicated herein, without the consent or concurrence of Covered Persons. This Policy, and all Exhibits, Riders and attachments hereto, constitutes VSP's sole and entire undertaking to Covered Persons under this Policy. As conditions of coverage, all Covered Persons under this Policy have the following obligations: 5.02. Copayments for Services Received: Where, as indicated in Exhibit A (Schedule of Benefits) and Exhibit C (Additional Benefit Rider), Copayments are required for certain Plan Benefits, Copayments shall be the personal responsibility of the Covered Person receiving the care and must be paid at the time services are rendered. Amounts which exceed Plan allowances, annual maximum benefits, options reimbursements, or any other stated Plan limitations are not considered Copayments but are also the responsibility of the Covered Person. 5.03. Obtaining Services from VSP Network Doctors: Benefit Authorization must be obtained prior to receiving Plan Benefits from a VSP Network Doctor. When a Covered Person seeks Plan Benefits, the Covered Person must select a VSP Network Doctor, schedule an appointment, and identify himself as a Covered Person so the VSP Network Doctor can obtain Benefit Authorization from VSP. Should the Covered Person receive Plan Benefits from a VSP Network Doctor without such Benefit Authorization, then for the purposes of those Plan Benefits provided to the Covered Person, the VSP Network Doctor will be considered a Non-VSP Provider, and the benefits available will be limited to those for a Non-VSP Provider, if any. 5.04. Submission of Non-VSP Provider Claims: If Non-VSP Provider coverage is indicated in Exhibit A (Schedule of Benefits) or Exhibit C (Additional Benefit Rider), when applicable, written proof (receipt and the Covered Person's identification information) of all claims for services received from Non-VSP Providers shall be submitted by Covered Persons to VSP within three hundred sixty-five (365) days of the date of service. VSP may reject such claims filed more than three hundred sixty-five (365) days after the date of service. Failure to submit a claim within this time period, however, shall not invalidate or reduce the claim if it was not reasonably possible to submit the claim within such time period, provided the claim was submitted as soon as reasonably possible and in no event, except in absence of legal capacity, later than one year from the required date of three hundred sixty-five (365) days after the date of service. 5.05. Complaints and Grievances: Covered Persons shall report any complaints and/or grievances to VSP at the address given herein. Complaints and grievances are disagreements regarding access to care, quality of care, 0 EXHIBIT PAGE 0! treatment or service. Complaints and grievances may be submitted to VSP verbally or in writing. A Covered Person may submit written comments or supporting documentation concerning his/her complaint or grievance to assist in VSP's review. VSP will resolve the complaint or grievance within thirty (30) days after receipt, unless special circumstances require an extension of time. In that case, resolution shall be achieved as soon as possible, but not later than one hundred twenty (120) days after VSP's receipt of the complaint or grievance. If VSP determines that resolution cannot be achieved within thirty (30) days, VSP will notify the Covered Person of the expected resolution date. Upon final resolution, VSP will notify the Covered Person of the outcome in writing. 5.06. Claim Denial Appeals: If, under the terms of this Policy, a claim is denied in whole or in part, a request may be submitted to VSP by Covered Person, or Covered Person's authorized representative, for a full review of the denial. Covered Person may designate any person, including his/her provider, as his/her authorized representative. References in this section to "Covered Person" include Covered Person's authorized representative, where applicable. a) Initial Appeal: The request must be made within one hundred eighty (180) days following denial of a claim and should contain sufficient information to identify the Covered Person for whom the claim was denied, including the VSP Enrollee's name, the VSP Enrollee's Member Identification Number, the Covered Person's name and date of birth, the provider of services and the claim number. The Covered Person may review, during normal working hours, any documents held by VSP pertinent to the denial. The Covered Person may also submit written comments or supporting documentation concerning the claim to assist in VSP's review. VSP's response to the initial appeal, including specific reasons for the decision, shall be provided and communicated to the Covered Person as follows: Denied Claims for Services Rendered: within thirty (30) calendar days after receipt of a request for an appeal from the Covered Person. b) Second Level Appeal: If the Covered Person disagrees with the response to the initial appeal of the claim, the Covered Person has a right to a second level appeal. Within sixty (60) calendar days after receipt of VSP's response to the initial appeal, the Covered Person may submit a second appeal to VSP along with any pertinent documentation. VSP shall communicate its final determination to the Covered Person in compliance with all applicable state and federal laws and regulations and shall include the specific reasons for the determination. c) Other Remedies: When the Covered Person has completed the appeals process stated herein, additional voluntary alternative dispute resolution options may be available, including mediation or arbitration. Group should advise Covered Person to contact the U.S. Department of Labor or the state insurance regulatory agency for details. Additionally, under the provisions of ERISA (Section 502(a)(1)(B)) [29 U.S.C. 1132(a)(1)(B)], Covered Person has the right E EXHIBIT PAGE Q to bring a civil action when all available levels of review of denied claims, including the appeals process, have been completed, the claims were not approved in whole or in part, and Covered Person disagrees with the outcome. 10 EXHIBIT PAGE 2aO 5.07. Time of Action: No action in law or in equity shall be brought to recover on the Policy prior to the Covered Person exhausting his/her grievance rights under this Policy and/or prior to the expiration of sixty (60) days after the claim and any applicable invoices have been filed with VSP. No such action shall be brought after the expiration of six (6) years from the last date that the claim and any applicable invoices were submitted to VSP, in accordance with the terms of this Policy. 5.08. Insurance Fraud: Any Group and/or person who intends to defraud, knowingly facilitates a fraud, or submits an application, or files a claim with a false or deceptive statement, is guilty of insurance fraud. Such an act is grounds for immediate termination of the Policy for the Group or individual that committed the fraud. 11 EXHIBIT PA E VI. ELIGIBILITY FOR COVERAGE 6.01. Eligibility Criteria: Individuals will be accepted for coverage hereunder only upon meeting all requirements set forth below. a) Enrollees: To be eligible, a person must: 1. currently be an employee or member of Group, and 2. meet the coverage criteria mutually agreed upon by Group and VSP. b.) Eligible Dependents: If dependent coverage is provided, the persons eligible for dependent coverage are specified on the attached Schedule of Benefits and Additional Benefit Riders (if applicable). If a dependent, unmarried child prior to attainment of the prescribed age for termination of eligibility becomes, and continues to be, incapable of self-sustaining employment because of mental or physical disability, that Eligible Dependent's coverage shall not terminate so long as he remains chiefly dependent on the Enrollee for support and the Enrollee's coverage remains in force; PROVIDED that satisfactory proof of the dependent's incapacity can be furnished to VSP within thirty-one (31) days of the date the Eligible Dependent's coverage would have otherwise terminated and at such other times as VSP may request proof, but not more frequently than annually. 6.02. Documentation of Eligibility: Persons satisfying the coverage requirements under either of the above criteria shall be eligible if: a) for an Enrollee, the individual's name and Member ID Number have been reported by Group to VSP in the manner provided hereunder; and b) for changes to an Eligible Dependent's status, the change has been reported by the Group to VSP in the manner provided herein. As stated in paragraph 4.01 above, VSP may elect to audit Group's records to verify eligibility of Enrollees and dependents and any errors. Subject to the terms of paragraph 4.02 above, only persons on whose behalf Premiums have been paid for the current period shall be entitled to Plan Benefits hereunder. If a clerical error is made, it will not affect the coverage a Covered Person is entitled to under this Policy. 12 EXHIBIT PAGE P 6.03. Retroactive Eligibility Changes: Retroactive eligibility changes are limited to sixty (60) days prior to the date notice of any such requested change is received by VSP. VSP may refuse retroactive termination of a Covered Person if Plan Benefits have been obtained by, or authorized for, the Covered Person after the effective date of the requested termination. As stated in Section 4.01 herein, Group agrees to provide timely eligibility changes to VSP. 6.04. Change of Participation Requirements Contribution of Fees, and Eligibility Rules: Composition of the Group, percentage of Enrollees covered under the Policy, and Group's contribution and eligibility requirements, are all material to VSP's obligations under this Policy. During the term of this Policy, Group must provide VSP with written notice of changes to its composition, percentage of Enrollees covered, contribution and eligibility requirements. Any change which materially affects VSP's obligations under this Policy must be agreed upon in writing between VSP and Group and may constitute a material change to the terms and conditions of this Policy for purposes of paragraph 4.02. Nothing in this section shall limit Group's ability to add Enrollees or Eligible Dependents under the terms of this Policy. 6.05. Change in Family Status: In the event Group is notified of any change in a Covered Person's family status [by marriage, the addition (e.g., newborn or adopted child) or deletion of Dependent , etc.] Group shall provide notice of such change to VSP via the next eligibility listing required under Paragraph 4.01. If notice is given, the change in the Covered Person's status will be effective on the first day of the month following the change request, or at such later date as may be requested by or on behalf of the Covered Person. Notwithstanding any other provision in this section, a newborn child will be covered during the thirty-one (31) day period after birth, and an adopted child will be covered for the thirty-one (31) day period after the date the Enrollee or the Enrollee's spouse acquires the right to control that child's health care. To continue coverage for a newborn or adopted child beyond the initial thirty-one (31) day period, the Group must be properly notified of the Enrollee's change in family status and applicable premiums must be paid to VSP. 13 EXHIBIT PAGE ' 6F 479 VII. CONTINUATION OF COVERAGE 7.01. COBRA: The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) requires that, under certain circumstances, health plan benefits available to an Enrollee and his or her Eligible Dependents be made available for purchase by said persons upon the occurrence of a COBRA -qualifying event. If, and only to the extent, COBRA applies, VSP shall make the statutorily -required continuation coverage available for purchase in accordance with COBRA. 14 EXHIBIT PAOEOF Vill. ARBITRATION OF DISPUTES 8.01. Dispute Resolution: Any dispute or question arising between VSP and Group involving the application, interpretation, or performance under this Policy shall be settled, if possible, by amicable and informal negotiations, allowing such opportunity as may be appropriate under the circumstances for fact-finding and mediation. If any issue cannot be resolved in this fashion, it shall be submitted to arbitration where permitted by state law. 8.02. Procedure: Arbitration hereunder shall be conducted pursuant to the Rules of the American Arbitration Association subject to the provisions of Section 10.06 of this Policy. Such Rules, the enforcement thereof, and enforcement of the arbitrator's decision shall be governed by applicable laws. 8.03. Choice of Law: If any matter arises in connection with this Policy which becomes the subject of arbitration or legal process, the law of the State of delivery of the Policy shall be the applicable law. 15 EXHIBIT A PAG OFF IVA NOTICES 9.01. Notice: Any notices required under this Policy to either Group or VSP shall be in written format. Notices sent to the Group will be sent to the address or email address shown on the Group's Application unless otherwise directed by Group. Notices to VSP shall be sent to the address shown on the front page of this Policy. Notwithstanding the above, any notices may be hand -delivered by either party to an appropriate representative of the other party. The party effecting hand -delivery bears the burden to prove delivery was made, if questioned. 16 EXHIBIT PAGE OF - X. MISCELLANEOUS 10.01. Entire Policy: This Policy, the Group Application, the Evidence of Coverage, and all Exhibits, Riders and attachments hereto, constitute the entire agreement of the parties and supersedes any prior understandings and agreements between them, either written or oral. Any change or amendment to the Policy must be approved by an officer of VSP and attached hereto to be valid. No agent has the authority to change this Policy or waive any of its provisions. Communication materials prepared by Group for distribution to Enrollees do not constitute a part of this Policy. 10.02. Indemni : VSP agrees to indemnify, defend and hold harmless Group, its shareholders, directors, officers, agents, employees, successors and assigns from and against any and all liability, claim, loss, injury, cause of action and expense (including defense costs and legal fees) of any nature whatsoever arising from the failure of VSP, its officers, agents or employees, to perform any of the activities, duties or responsibilities specified herein. Group agrees to indemnify, defend and hold harmless VSP, its members, shareholders, directors, officers, agents, employees, successors and assigns from and against any and all liability, claim, loss, injury, cause of action and expense (including defense costs and legal fees) of any nature whatsoever arising or resulting from the failure of Group, its officers, agents or employees to perform any of the duties or responsibilities specified herein. 10.03. Liabili : VSP arranges for the provision of vision care services and materials through agreements with VSP Network Doctors. VSP Network Doctors are independent contractors and responsible for exercising independent judgment. VSP does not itself directly furnish vision care services or supply materials. Under no circumstances shall VSP or Group be liable for the negligence, wrongful acts or omissions of any doctor, laboratory, or any other person or organization performing services or supplying materials in connection with this Policy. 10.04. Assignment: Neither this Policy nor any of the rights or obligations of either of the parties hereto may be assigned or transferred without the prior written consent of both parties hereto except as expressly authorized herein. 10.05. Severability: Should any provision of this Policy be declared invalid, the remaining provisions shall remain in full force and effect. 17 EXHIBIT PAGE, OF y43 10.06. Governing Law: This Policy shall be governed by and construed in accordance with applicable federal and state law. Any provision that is in conflict with, or not in conformance with, applicable federal or state statutes or regulations is hereby amended to conform with the requirements of such statutes or regulation, now or hereafter existing. 10.07. Gender: All pronouns used herein are deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity(ies) of the person(s) may require. 10.08. Equal Opportunity: VSP is an Equal Opportunity and Affirmative Action employer. 10.09. Communication Materials: Communication materials created by Group which relate to this vision care Policy must adhere to VSP's Member Communication Guidelines distributed to Group by VSP. Such communication materials may be sent to VSP for review and approval prior to use. VSP's review of such materials shall be limited to approving the accuracy of Plan Benefits and shall not encompass or constitute certification that Group's materials meet any applicable legal or regulatory requirements, including but not limited to, ERISA requirements. 18 EXHIBIT PAGES OF —j EXHIBIT A SCHEDULE OF BENEFITS VSP Choice Plan GENERAL This Schedule lists the vision care benefits to which Covered Persons of INDIANA VISION SERVICES, INC. ("VSP") are entitled, subject to any applicable Copayments and other conditions, limitations and/or exclusions stated herein. If Plan Benefits are available for Non-VSP Provider services, as indicated by the reimbursement provisions below, vision care benefits may be received from any licensed eye care provider whether VSP Network Doctors or Non-VSP Providers. This Schedule forms a part of the Policy or Evidence of Coverage to which it is attached. VSP Network Doctors are those doctors who have agreed to participate in VSP's Choice Network. When Plan Benefits are received from VSP Network Doctors, benefits appearing in the VSP Network Doctor Benefit column below are applicable subject to any applicable Copayments and other conditions, limitations and/or exclusions as stated below. When Plan Benefits are received from Non-VSP Providers, the Covered Person is reimbursed for such benefits according to the schedule in the Non-VSP Provider Benefit column below, less any applicable Copayment. The Covered Person pays the provider the full fee at the time of service and submits an itemized bill to VSP for reimbursement. Discounts do not apply for vision care benefits obtained from Non-VSP Providers. BENEFIT PERIOD A twelve-month period beginning on January 1 st and ending on December 31 st. ELIGIBILITY The following are Covered Persons under this Policy: • Enrollee. • The legal spouse of Enrollee. • Any child of Enrollee, including any natural child from the date of birth, legally adopted child from the date of placement for adoption with the Enrollee, or other child for whom a court or administrative agency holds the Enrollee responsible. • The domestic partner of the same or opposite gender as Enrollee, pursuant to Group's eligibility. Dependent children are covered up to the end of the month in which they turn age 26. A dependent, unmarried child over the limiting age may continue to be eligible as a dependent if the child is incapable of self-sustaining employment because of mental or physical disability, and chiefly dependent upon Enrollee for support and maintenance. See schedule below for Plan Benefits, payments and/or reimbursement subject to any Copayment(s) as stated: COPAYMENT The benefits herein are available to each Covered Person subject only to payment of the applicable Copayment by the Covered Person. Plan Benefits received from VSP Network Doctors and Non-VSP Providers require Copayments. Covered Persons must also follow Benefit Authorization procedures. There shall be a Copayment of $10.00 for the examination payable by the Covered Person to the VSP Network Doctor or the Non-VSP Provider at the time services are rendered. If materials (lenses, frames or Necessary Contact Lenses) are provided, there shall be an additional $25.00 Copayment payable at the time the materials are ordered. The Copayment shall not apply to Elective Contact Lenses. PLAN BENEFITS SERVICE OR MATERIAL VSP NETWORK DOCTOR NON-VSP PROVIDER BENEFIT TREQUENCY BENEFIT EYE EXAMINATION Covered in full* I Up to $ 45.00* Available once each 12 months** Complete initial vision analysis: includes appropriate examination of visual functions and prescription of corrective eyewear where indicated. *Less any applicable Copayment. **Beginning with the first day of the Benefit Period. 19 EXHIBIT A PAGEOF�1 PLAN BENEFITS SERVICE OR MATERIAL VSP NETWORK DOCTOR BENEFIT NON-VSP PROVIDER BENEFIT FREQUENCY LENSES Available once each 12 months** Single Vision Covered in full * Up to $ 30.00* Bifocal Covered in full * Up to $ 50.00* Trifocal Covered in full * Up to $ 65.00* Lenticular Covered in full * Up to $100.00* Plan Benefits for lenses are per complete set, not per lens. *Less any applicable Copayment. "Beginning with the first day of the Benefit Period. SERVICE OR MATERIAL VSP NETWORK DOCTOR NON-VSP PROVIDER BENEFIT FREQUENCY BENEFIT FRAMES Covered up to Plan Allowance* Up to $ 70.00* Available once each 24 months** Benefits for lenses and frames include reimbursement for the following necessary professional services: 1. Prescribing and ordering proper lenses; 2. Assisting in frame selection; 3. Verifying accuracy of finished lenses; 4. Proper fitting and adjustments of frames; 5. Subsequent adjustments to frames to maintain comfort and efficiency; 6. Progress or follow-up work as necessary. *Less any applicable Copayment. "Beginning with the first day of the Benefit Period. 20 EXHIBIT J� - PA GE -2- OF SERVICE OR MATERIAL VSP NETWORK DOCTOR NON-VSP PROVIDER BENEFIT FREQUENCY BENEFIT CONTACT LENSES Necessary Available once each 12 months** Professional Fees/Materials Covered in full* Up to $ 210.00* Elective Elective Contact Lens fitting and Available once each 12 months** evaluation*** services are covered in full once every 12 months**, after a maximum $60.00 Copayment. Materials Professional Fees/Materials Up to $ 130.00 Up to $ 105.00 *Less any applicable Copayment. **Beginning with the first day of the Benefit Period. ***15% Discount applies to VSP Network Doctor's usual and customary professional fees for contact lens evaluation and fitting. Necessary Contact Lenses are a Plan Benefit when specific benefit criteria are satisfied and when prescribed by Covered Person's VSP Network Doctor or Non-VSP Provider. Review and approval by VSP are not required for Covered Person to be eligible for Necessary Contact Lenses. Contact Lenses are provided in lieu of all other lens and frame benefits available herein. Utilization of contact lens benefits exhausts all of the Covered Person's lens and frame benefits for the current Benefit Period, and future eligibility for lenses and frames will be determined as if spectacle lenses only were obtained in the current Benefit Period. SERVICE OR MATERIAL VSP NETWORK DOCTOR NON-VSP PROVIDER BENEFIT TREQUENCY BENEFIT LOW VISION Professional services for severe visual problems not correctable with regular lenses, including: Supplemental Testing Covered in full Up to $125.00 (Includes evaluation, diagnosis and prescription of vision aids where indicated.) Supplemental Aids 75% of amount 75% of amount up to $1000.00* up to $1000.00* *Maximum benefit for all Low Vision services and materials is $1000.00 every two (2) Benefit Periods. Low Vision benefits secured from Non-VSP Providers (if covered) are subject to the same time and Copayment provisions described above for VSP Network Doctors. The Covered Person should pay the Non-VSP Provider's full fee at the time of service. Covered Person will b reimbursed an amount not to exceed what VSP would pay a VSP Network Doctor for the same services and/or materials. THERE IS NO ASSURANCE THAT THE AMOUNT REIMBURSED WILL COVER 75% OF THE PROVIDER'S FULL FEE. 21 EXHIBIT PFRAGE U60F EXCLUSIONS AND LIMITATIONS OF BENEFITS Some brands of spectacle frames may be unavailable for purchase as Plan Benefits, or may be subject to additional limitations. Covered Persons may obtain details regarding frame brand availability from their VSP Network Doctor or by calling VSP's Customer Care Division at (800) 877-7195. PATIENT OPTIONS This Plan is designed to cover visual needs rather than cosmetic materials. When the Covered Person selects any of the following extras, the Plan will pay the basic cost of the allowed lenses or frames, and the Covered Person will pay the additional costs for the options. • Optional cosmetic processes. • Anti -reflective coating. • Color coating. • Mirror coating. • Scratch coating. • Blended lenses. • Cosmetic lenses. • Laminated lenses. • Oversize lenses. • Polycarbonate lenses. • Photochromic lenses, tinted lenses except Pink #1 and Pink #2. • Progressive multifocal lenses. • UV (ultraviolet) protected lenses. • Certain limitations on low vision care. NOT COVERED There are no benefits for professional services or materials connected with: • Orthoptics or vision training and any associated supplemental testing. • Plano lenses (less than a ± .50 diopter power). • Two pair of glasses in lieu of bifocals. • Replacement of lenses and frames furnished under this Policy that are lost or broken, except at the normal intervals when services are otherwise available. • Medical or surgical treatment of the eyes. • Corrective vision treatment of an Experimental Nature. • Costs for services and/or materials above Plan Benefit allowances. • Services and/or materials not indicated on this Schedule as covered Plan Benefits. 22 EXHIBIT PAGE LAOF PLAN BENEFITS AFFILIATE PROVIDERS GENERAL Affiliate Providers are providers of Covered Services and Materials who are not contracted as VSP Network Doctors but who have agreed to bill VSP directly for Plan Benefits provided pursuant to this Schedule. However, some Affiliate Providers may be unable to provide all Plan Benefits included in this Schedule. Covered Persons should discuss requested services with their provider or contact VSP Customer Care for details. COPAYMENT There shall be a Copayment of $10.00 for the examination payable by the Covered Person at the time services are rendered. If materials (lenses, frames or Necessary Contact Lenses) are provided, there shall be an additional $25.00 Copayment payable at the time the materials are ordered. The Copayment shall not apply to Elective Contact Lenses. COVERED SERVICES AND MATERIALS Eye Examination Covered in full * Available once each 12 months** Comprehensive examination of visual functions and prescription of corrective eyewear. Spectacle Lenses Single Vision, Lined BifocalCovered in Full* or Lined Trifocal, Frames CONTACT LENSES Elective Contact Lenses (Materials Only) Covered up to the Plan allowance* Up to $ 130.00 Available once each 12 months** Available once each 24 months** Available once each 12 months** The Elective Contact Lens fitting and evaluation services are covered in full once every 12 months, after a maximum $60.00 Copayment. Necessary Contact Lenses Up to $210.00* Available once each 12 months** Necessary Contact Lenses are a Plan Benefit when specific benefit criteria are satisfied and when prescribed by Covered Person's Doctor. Contact Lenses are provided in place of spectacle lens and frame benefits available herein. *Less any applicable Copayment. **Beginning with the first day of the Benefit Period. When contact lenses are obtained, the Covered Person shall not be eligible for lenses and frames again for one plan year. 23 FXIH1bfT JA PAGE�O� j LOW VISION Professional services for severe visual problems not correctable with regular lenses, including: Supplemental Testing: Up to $125.00t -Includes evaluation, diagnosis and prescription of vision aids where indicated. Supplemental Aids: 75% of Affiliate Provider's fee up to $1000.00t tMaximum benefit for all Low Vision services and materials is $1000.00 every two (2) years and a maximum of two supplemental tests within a two-year period Low Vision Services are a Plan Benefit when specific benefit criteria are satisfied and when prescribed by Covered Person's Doctor. EXCLUSIONS AND LIMITATIONS OF BENEFITS 1. Exclusions and limitations of benefits described above for VSP Network Doctors shall also apply to services rendered by Affiliate Providers. 2. Services from an Affiliate Provider are in lieu of services from a VSP Network Doctor or a Non-VSP Provider. 3. VSP is unable to require Affiliate Providers to adhere to VSP's quality standards. 4. Where Affiliate Providers are located in membership retail environments, Covered Persons may be required to purchase a membership in such entities as a condition of obtaining Plan Benefits. 24 EXHIBIT PAGE OF11 Exhibit B SCHEDULE OF PREMIUMS VSP Choice Plan VSP shall be entitled to receive premiums for each month on behalf of each Enrollee and his/her Eligible Dependents, if any, in the amounts specified below. 6.52 per month for each eligible Enrollee without dependents. 10.98 per month for each eligible Enrollee with an eligible spouse. 11.21 per month for each eligible Enrollee with eligible child(ren). 18.08 per month for each eligible Enrollee with eligible spouse and child(ren). NOTICE: The premium under this Policy is subject to change upon renewal (after the end of the initial Policy Term or any subsequent Policy Term), or upon change of the Schedule of Benefits or a material change in any other terms or conditions of the Policy. 25 EXHIBIT 157 PAGE OF Exhibit C ADDITIONAL BENEFIT RIDER PRIMARY EYECARE PLAN GENERAL This Rider lists additional vision care benefits to which Covered Persons of INDIANA VISION SERVICES, INC. ("VSP") are entitled, subject to any applicable Copayments and other conditions, limitations and/or exclusions stated herein. This Rider forms a part of the Policy and Evidence of coverage to which it is attached. The Primary EyeCare Plan is designed for the detection, treatment and management of ocular conditions and/or systemic conditions that produce ocular or visual symptoms. Under the Plan, VSP Network Doctors provide treatment and management of urgent and follow-up services. Primary EyeCare also involves management of conditions that require monitoring to prevent future vision loss. The VSP Network Doctor is responsible for advising and educating patients on matters of general health and prevention of ocular disease. If consultation, treatment, and/or referral are necessary, it is the responsibility of the VSP Network Doctor as a Primary EyeCare professional, to manage and coordinate on behalf of the patient to assure appropriateness of follow-up services. Covered Persons with the following symptoms and/or conditions (see DEFINITIONS, below) will be covered for certain Primary EyeCare services in accordance with the optometric scope of licensure in the VSP Network Doctor's state. This Rider forms a part of the Policy and Evidence of Coverage to which it is attached. SYMPTOMS Examples of symptoms which may result in a patient seeking services on an urgent basis under the Primary EyeCare Plan include, but are not limited to: • ocular discomfort or pain • transient loss of vision • flashes or floaters • ocular trauma • diplopia CONDITIONS • recent onset of eye muscle dysfunction • ocular foreign body sensation • pain in or around the eyes • swollen lids • red eyes Examples of conditions which may require management under the Primary EyeCare Plan include, but are not limited to: • ocular hypertension • retinal nevus • glaucoma • cataract • pink -eye • macular degeneration • corneal dystrophy • corneal abrasion • blepharitis • sty See schedule below for Plan Benefits, payments and/or reimbursement subject to any Copayment(s) as stated. PROCEDURES FOR OBTAINING PRIMARY EYECARE SERVICES To obtain Primary EyeCare Services, the Covered Person contacts a VSP Network Doctor's office and makes an appointment. If necessary, the Covered Person may first call VSP's Customer Service Department to determine the location of the nearest VSP Network Doctor's office. If urgent care is necessary, the Covered Person may be seen by a VSP Network Doctor immediately. The Covered Person pays the applicable Copayment to the VSP Network Doctor at the time of each Primary EyeCare office visit, and for any additional services not covered by the Plan. Upon completion of the services, the VSP Network Doctor will submit the required claim information to VSP. VSP will pay the VSP Network Doctor directly in accordance with VSP's agreement with the doctor. 26 EXHIBIT P� PAGE ELIGIBILITY The following are Covered Persons under this Policy: • Enrollee. • The legal spouse of Enrollee. • Any child of Enrollee, including any natural child from the date of birth, legally adopted child from the date of placement for adoption with the Enrollee, or other child for whom a court or administrative agency holds the Enrollee responsible. • The domestic partner of the same or opposite gender as Enrollee, pursuant to Group's eligibility Dependent children are covered up to the end of the month in which they turn age 26. A dependent, unmarried child over the limiting age may continue to be eligible as a dependent if the child is incapable of self-sustaining employment because of mental or physical disability, and chiefly dependent upon Enrollee for support and maintenance. See schedule below for Plan Benefits, payments and/or reimbursement subject to any Copayment(s) as stated. COPAYMENT A Copayment amount of $20.00 shall be payable by the Covered Person at the time of each Primary EyeCare office visit. REFERRALS BY THE VSP NETWORK DOCTOR The VSP Network Doctor will refer the Covered Person to another doctor under the following circumstances: If the Covered Person requires additional services which are covered by the Primary EyeCare Plan but can not be provided in the VSP Network Doctor's office, the doctor will refer the Covered Person to another VSP Network Doctor or to the Group's major medical physician whose offices provide the necessary services. If the Covered Person requires services beyond the scope of the Primary EyeCare Plan, the VSP Network Doctor will refer the Covered Person to the Group's major medical physician. If the Covered Person requires emergency services beyond the scope of the Primary EyeCare Plan, the VSP Network Doctor will make an urgent referral by calling either another VSP Network Doctor or the Group's major medical physician. EXCLUSIONS AND LIMITATIONS OF BENEFITS The Primary EyeCare Plan is designed to cover Primary EyeCare services only. There is no coverage provided under the Policy for the following: • Costs associated with securing materials such as lenses and frames. • Orthoptics or vision training and any associated supplemental testing. • Surgical or pathological treatment. • Any eye examination, or any corrective eyewear required by an employer as a condition of employment. • Medication. • Pre- and post -operative services. • Services and/or materials not indicated on this Rider as covered Plan Benefits. 27 EXHIBIT TN PAGE Lj(�OF J DEFINITIONS Blepharitis Inflammation of the eyelids. Cataract A cloudiness of the lens of the eye obstructing vision. Conjunctiva The mucous membrane that lines the inner surface of the eyelids and is continued over the forepart of the eye. Corneal Abrasion Irritation of the transparent, outermost layer of the eye. Corneal Dystrophy A disorder involving nervous and muscular tissue of the transparent, outermost layer of the eye. Diplopia The observance by a person of seeing double images of an object Eye Muscle Dysfunction A disorder or weakness of the muscles that control the eye movement. Flashes or Floaters The observance by a person of seeing flashing lights and/or spots. Glaucoma A disease of the eye marked by increased pressure within the eye which causes damage to the optic disc and gradual loss of vision. Macula The small, sensitive area of the central retina, which provides vision for fine work and reading. Macular Degeneration An acquired degenerative disease which affects the central retina. Ocular Of or pertaining to the eye or the eyesight. Ocular Conditions Any condition, problem, or complaint relating to the eyes or eyesight. Ocular Hypertension Unusually high blood pressure within the eye. Ocular Trauma A forceful injury to the eye due to a foreign object. Pink eye An acute, highly contagious inflammation of the conjunctiva. Retinal Nevus A pigmented birthmark on the sensory membrane lining the eye that receives the image formed by the lens. Systemic Condition Any condition or problem relating to a person's general health. Sty An inflamed swelling of the fatty material at the margin of the eyelid. Transient Loss of Vision Temporary loss of vision. 28 EXHIBIT _ PAGr7 �±1J1L�j ADDENDUM TO GROUP VISION CARE POLICY INDIANA VISION SERVICES, INC. FOR THE STATE OF INDIANA Section Vlll, Paragraph 8.01 - the last sentence is hereby amended to read as follows: "If any issue cannot be resolved in this fashion, it shall be submitted to arbitration when agreed upon by both parties and where permitted by state law." Section VIII, Paragraph 8.02 is amended to read as follows: "8.02. Procedure: Arbitration hereunder shall be implemented in such manner so as to ensure that both parties agree on the selection of the arbitrator and that the location for the proceedings is convenient to both parties. The parties shall be responsible for their own costs and expenses, except that the costs of the arbitration shall be shared equally by both parties. The decision of the arbitrator shall not be legally binding unless agreed upon by both parties." 29