HomeMy Public PortalAbout018-2015 - BAS Services AgreementA
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this ,� day of Y1 , 2015 and referred to
as Contract No. 18-2015, by and between the City of Richmond, Indian , a municipal corporation
acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City")
and Benefit Administration Systems, LLC, 17475 Jovanna Drive, Suite 1D, Homewood, Illinois,
60430 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide an employee welfare benefit plan for the City of Richmond
Human Resources Department.
The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit consists of twenty-six
(26) 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
For the 2015 calendar year, City shall pay Contractor at the rates described on Contractor's proposal
for the complete performance of all work described herein in a satisfactory and proper manner. In
this event this Agreement is renewed in accordance with Section IV (Term of Agreement) the same
rates shall apply for the 2016 calendar year.
Contract No. 18-2015
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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, however the City shall have an
option to renew this agreement at the same rates listed on Contractor's proposal for the 2016 calendar
year.
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
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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
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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. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its
rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and void.
This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding
upon the parties, their successors and assigns. This document constitutes the entire Agreement
between the parties, although it may be altered or amended in whole or in part at any time by filing
with the Agreement a written instrument setting forth such changes signed by both parties. By
executing this Agreement the parties agree that this document supersedes any previous discussion,
negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising
out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or
mediation shall be required prior to the commencement of legal proceedings in said Courts. By
executing this Agreement, Contractor is estopped from bringing suit or any other action in any
alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the
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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
By:
Vicki Robinson, President
By:
hard Foore,
LE
Anthony L/Foster, II, Member
APPROV D: 1
Sarah L. Hutton, Mayor
Date:
"CONTRACTOR"
BENEFIT ADMINISTRATIVE
SYSTEMS, LLC
17475 Jovanna Drive, Suite 1D
Homewood, Illinois 60430
B.
Printed: {v� • u)
Title-. Q 9(kr&
Date: 0 (� I `"
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WELFARE PLAN SERVICES AGREEMENT
This Welfare Plan Services Agreement is made and entered into as of this 1s* day
of January 2015, by and between Benefit Administrative Systems, LLC, an Illinois limited
liability company ("BA5"), and City of Richmond, a municipality ("Plan Sponsor").
WHEREAS, the Plan Sponsor has established an employee welfare benefit plan
(the "Plan") for certain of its employees (and their dependents if included by the Plan
Sponsor) ("Covered Employees") that may include medical, life and disability plans of
benefits; and
WHEREAS, the Plan Sponsor has requested BAS to provide certain services with
respect to the Plan.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
ARTICLE 1
TERM
1.01 Effective Date and Term. This Agreement shall be effective on January 1,
2015 ("Effective Date") and shall continue for a term of one year unless terminated
earlier pursuant to Article 14 of this Agreement. (Hereinafter, every reference to a
specific Article or Section shall be to such Article or Section of this Agreement.)
1.02 Renewal. This Agreement shall renew on the anniversary of the Effective
Date upon written agreement by the Plan Sponsor and BAS ("Renewal Agreement") and
shall continue for a term of twelve (12) months following such anniversary date unless
terminated earlier pursuant to Article 14.
ARTICLE 2
PLAN SPONSOR RESPONSIBILITIES
2.01 Authority of Plan Sponsor. The Plan Sponsor, or such other individual,
entity or committee appointed by the Plan Sponsor, shall control and manage the
operation and administration of the Plan. The Plan is not subject to the Employee
Retirement Income Security Act of 1974.
2.02 Appointment of BAS. The Plan Sponsor hereby appoints BAS to act on its
behalf as its agent in providing certain services in connection with the Plan, but only as
this Agreement provides or as mutually agreed in writing by the Plan Sponsor and BAS.
The Plan Sponsor shall establish a framework of policies, interpretations, rules, practices
and procedures within which BAS shall provide services. In providing services to the
Plan, BAS shall have no power or authority to alter, modify or waive any terms or
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conditions of the Plan or to waive any breach of the terms or conditions of the Plan.
2.03 Liability for Medical Plan Benefits and Insurance. The Medical Plan
benefits under the Plan (as defined in Section 3.01(a)) that are funded with
contributions by the Plan Sponsor and, if elected by the Plan Sponsor, its employees, are
the sole liability of the Plan Sponsor. BAS has no liability with respect to funding such
benefits and, therefore, the Plan Sponsor shall never represent that BAS "insures,"
"underwrites" or "guarantees" Medical Plan benefits. Insurers issuing medical stop -loss
insurance or group life, or disability or any other type of welfare benefit insurance shall
be solely liable for reimbursement to the Plan Sponsor and for benefits payable to
Covered Employees. (Every reference to "Covered Employee(s)" shall include covered
dependents of Covered Employees if such dependents are covered under the benefit
plan.) Neither BAS nor the Plan Sponsor has any liability with respect to funding such
reimbursement or benefits due from insurers.
ARTICLE 3
MEDICAL CLAIM PROCESSING
3.01 Claim Processing Services. In providing processing services for claims for
benefits under the Medical Plan ("Medical Claims"), BAS agrees to:
(a) Establish a plan testing procedure to ensure that deductibles and
other Medical Plan parameters are correctly entered in the claims
adjudication system. (The term "Medical Plan" or "Medical
Services" shall include medical, dental, vision, and short term
disability and or services if such benefits are elected by the Plan
Sponsor as selected on Schedule A under Claim Administration.);
(b) Maintain employee eligibility information based on information
provided by the Plan Sponsor;
(c)
(d) Provide identification cards and claim forms to Covered
Employees and certify eligibility for Medical Plan benefits when
requested;
(e) Verify eligibility of Covered Employees when claims are
presented;
(f) Adjudicate claims of Covered Employees in accordance with
applicable Medical Plan provisions. BAS shall establish a level of
maximum payment authority for individual claims adjusters that is
(d) Provide identification cards and claim forms to Covered
Employees and certify eligibility for Medical Plan benefits when
requested;
(e) Verify eligibility of Covered Employees when claims are
presented;
(f) Adjudicate claims of Covered Employees in accordance with
applicable Medical Plan provisions. BAS shall establish a level of
maximum payment authority for individual claims adjusters that is
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appropriate for each adjuster's training and experience;
(g) Enforce the usual and customary limitations on Medical Plan
expenses. BAS shall use tables installed in the claims processing
software to enforce the usual and customary limitations for all
procedures and charges;
(h) Seek approval from the Plan Sponsor for any claim payment that
is made as an exception to the applicable provisions of the
Medical Plan;
(i) Coordinate Medical Plan benefits with other health plans,
including Medicare;
(j) Provide the ancillary medical claim services selected by the Plan
Sponsor as described on Schedule A. In order to provide such
ancillary medical claim services, BAS may enter into subcontracts
with ancillary service providers under which BAS may undertake
certain duties and obligations with respect to such ancillary
medical claim services. With respect to a separately stated fee
charged to the Plan Sponsor for an ancillary medical claim service,
BAS may retain a portion of such fee for discharging its duties and
obligations, with the remainder paid to the ancillary medical claim
service provider pursuant to the subcontract between BAS and
the ancillary medical claim service provider.
(k) Pay claims to the Covered Employee or his/her assignee (hospital,
physician or other health service provider) and issue to the
Covered Employee and provider of Medical Services an
explanation of benefits with each claim payment;
(1) BAS will make members of its staff available so that the Plan
Sponsor and its participating employees may contact BAS
regarding claims;
(m) BAS will provide national toll -free telephone access;
(n) BAS will provide any necessary information needed for filing with
the U.S. Department of Labor and/or Internal Revenue Service,
and will prepare and file Form 1099 MISC for service providers;
(o) BAS will provide services to assist the Plan Sponsor in complying
with the requirements of the New York Health Care Reform Act of
1996 (HCRA) on a monthly or annual basis, with the requirements
of the Uncompensated Care Pool surcharge administered by the
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Division of Health Care Finance and Policy of the Commonwealth
of Massachusetts and with the requirements of the Mississippi
Comprehensive Health Insurance Risk Pool Association.
(p) Notify any Covered Employee whose claim is denied regarding the
reasons for such denial. BAS shall notify the Covered Employees
of his/her right to have the denial reviewed as required as
outlined by the SPD of the City of Richmond This must be done
within 365 days from the date of the denial. BAS shall assist the
Plan Sponsor in the claim appeals procedure by providing all
pertinent information about the claim. However, the Plan
Sponsor shall be solely responsible for determining whether a
Covered Employee will receive Medical Plan benefits;
(q) Consult with the Plan Sponsor or legal counsel designated by the
Plan Sponsor regarding Medical Claim matters that are disputed
or beyond the ordinary. In the defense of any legal action on a
claim for benefits, BAS will provide the Plan Sponsor and its legal
counsel with all pertinent information regarding the disputed
claim, including the basis for its denial. However, BAS shall have
no obligation to defend any legal action involving Medical Claims.
The Plan Sponsor has the responsibility to make the final
determination as to whether a Covered Employee will receive
Medical Plan benefits; and
(r) Maintain records relating to adjudication and payment of Medical
Claims.
3.02 Technical Claims Support. BAS agrees to maintain and utilize technical
claims support through a qualified employee or a medical consultant.
3.03 Claims Adiudication Manual. BAS agrees to maintain and utilize a claims
adjudication procedures manual.
3.04 Technical Training. BAS agrees to maintain and utilize an advanced
technical training program for its claim adjusters.
3.05 Surgical Claims Processing. BAS agrees to maintain and utilize formal
procedures for surgical claims processing that will include instructions with regard to:
(a) Recognition of experimental and/or cosmetic procedures;
(b) Determination of medical allowance in accordance with multiple
surgery guidelines;
(c) Detection and response to an "unbundling" situation;
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(d) Determination of medical necessity in accordance with generally
accepted medical practice on a national basis;
(e) Surgeries with no usual and customary allowances; and
(f) Anesthesia, assistant surgery and co -surgeon guidelines.
3.06 Subrogation Recovery. BAS agrees to review all medical claims for
possible subrogation recovery from third party tortfeasors, and where there is possible
recovery, BAS agrees to:
(a) Obtain an executed subrogation agreement from all claimants, file
liens where appropriate, and withhold payment of claims until an
executed subrogation agreement is received, unless forced to pay
by court order and pursue collections under the subrogation
agreement.
(b) Maintain a log of the status of all subrogation cases and
investigate any change in status of such cases at least every three
months. At the Plan Sponsor's request, BAS shall give the Plan
Sponsor a report on the status of all subrogation cases.
3.07 Quality Standards. BAS agrees that in processing Medical Claims it shall
meet or exceed the following quality standards that will be measured each month by an
audit of a statistically -valid random test sample to a ninety five percent (95%)
confidence level, plus or minus five percent (5%) ("Test Sample"):
(a) Financial accuracy standard of ninety-nine percent (99%). The
financial accuracy standard is a ratio, expressed as a percentage
of a Test Sample, the numerator of which is the total claim dollars
paid correctly (that is, paid in accordance with every applicable
provision of the Medical Plan, excluding amounts paid incorrectly
whether underpayment or overpayment) and the denominator of
which is the total claim dollars in the Test Sample.
(b) Claim procedural accuracy of ninety percent (90%). The claim
procedural accuracy standard is a ratio, expressed as a percentage
of a Test Sample, the numerator of which is the number of
medical claim transactions processed correctly in every
procedural aspect and the denominator of which is the total
number of claim transactions in the Test Sample. For the
purposes of this subsection (b) and subsection (c) immediately
below, "claim transaction" is defined as the claim documentation
and processing relating to the issuance of one explanation of
benefits.
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(c) Claim payment accuracy of ninety-five percent (95%). The claim
payment accuracy standard is a ratio, expressed as a percentage
of a Test Sample, the numerator of which is the number of
medical claim transactions processed for the correct amount and
the denominator of which is the total number of claim
transactions in the Test Sample.
(d) Penalty for underperformance. For each one full percentage
point (1%) under the performance standards in subsections (a),
(b) and/or (c) above, the Plan Sponsor shall receive a two percent
(2%) credit against the Medical Administrative Fee set forth in
Schedule B due for the month for which the audit was performed.
Such credit shall be subject to an aggregate maximum of fifty
percent (50%) of the total Monthly Services Administrative Fee
due for such month. As an example, if an audit disclosed a claim
payment accuracy of ninety four percent (94%) and a financial
accuracy of ninety eight percent (98%), Plan Sponsor would
receive a credit of four percent (4%) for the Monthly Services
Administrative Fee due for the month in which the audit was
performed. BAS shall receive no credit for exceeding the quality
standards in subsections (a), (b) and (c) above.
3.08 Turn Around Standard. BAS agrees to process all Medical Claims for
which all required data is received, and no pending or follow-up is required, within
fourteen (14) business days of receipt ("Turn Around Standard").
(a) Measurement. Measurement of the Turn Around Standard shall
be based on a claim turn around time report that BAS will provide
to the Plan Sponsor on a monthly basis. The Plan Sponsor may, at
its option, contract with an independent third party or use its
internal accounting staff to audit this report at BAS' office during
regular business hours, provided the Plan Sponsor gives BAS
fourteen (14) business days' prior written notice of the requested
audit.
(b) Penalty for underperformance. For every two full days in excess
of the Turn Around Standard, the Plan Sponsor shall receive a two
percent (2%) credit against the Medical Administrative fees set
forth in Schedule B due for the month for which the report is
delivered. Such credit shall be subject to an aggregate maximum
of fifty percent (50%) of the total fees set forth in Schedule B due
for the month for which the report is delivered. Such credit will
be applied against monthly billings subsequent to the findings in
the event that there are no subsequent billings, such penalty will
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be paid in the form of a check to the Plan Sponsor. The aggregate
maximum credit under this subsection (b) is separate from and
independent of the aggregate maximum credit against the
Monthly Services Administrative Fee in Section 3.07(d).
3.09 Medical Plan Design. BAS shall assist Plan Sponsor in designing its
Medical Plan and preparing Medical Plan documents and changes thereto.
3.10 Funding Medical Benefit Payments.
(a) BAS Medical Claims Fund Account. Plan Sponsor may fund
Medical Claims through the BAS Medical Claims Fund Account.
Plan Sponsor agrees to fund its account in the BAS Medical Claims
Fund Account on such basis and in such amount so that BAS shall
be able to release all checks drawn for Medical Claims.
(b) Plan Sponsor Medical Claims Fund Account. If the Plan Sponsor
does not elect to fund Medical Claims through the BAS Medical
Claims Fund Account as described in Section 3.10 (a), the Plan
Sponsor shall establish a Plan Sponsor Medical Claims Fund
Account ("Plan Sponsor Fund Account"). The Plan Sponsor agrees
to maintain a positive balance in such Plan Sponsor Fund Account
at all times and to:
(1) Deposit into the Plan Sponsor Fund Account on a weekly
basis an amount sufficient to enable BAS to release all
checks drawn on the Plan Sponsor Fund Account then
being held by BAS;
(2) Institute check tracing for missing checks. The Plan
Sponsor shall issue stop payment orders on outstanding
checks that are missing, notifying BAS of such stop
payment so that BAS can issue a replacement check; and
(3) Reconcile the Plan Sponsor Fund Account on a monthly
basis.
3.11 Reports. BAS agrees to prepare and provide the Plan Sponsor with access
to the reports listed on Schedule C and, if requested, will provide to the Plan Sponsor
with those reports.
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ARTICLE 4
COBRA/HIPAA ADMINISTRATIVE SERVICES
4.01 COBRA Administrative Services. If elected by the Plan Sponsor, BAS
agrees to administer a plan of health, dental, vision, and/or flexible spending benefit
coverage required by the Consolidated Omnibus Budget Reconciliation Act for Covered
Employees whose health, dental, vision and/or flexible spending benefit coverage under
the Medical Plan is terminated ("COBRA Plan'). In administering the COBRA Plan, BAS
agrees to:
(a)
Forward the COBRA and PERF election notice via first class mail to
the Qualified Beneficiary advising him or her of their continuation
option and contribution required if indicated on Schedule A.
(b)
Process elections received and notify the Plan Sponsor of an
eligible individual's continuation election or rejection;
(c)
Bill qualified beneficiaries monthly for continuation coverage
charges;
(d)
Collect and record coverage charges;
(e)
Remit coverage charges to the Plan Sponsor, if applicable;
(f)
Notify qualified beneficiaries of coverage charge changes;
(g)
Notify qualified beneficiaries upon the termination of
continuation coverage;
(h)
Notify the Plan Sponsor of continuation coverage termination
events that are reasonably within its responsibilities to know,
such as failure of a qualified beneficiary to pay coverage charges
within the grace period and expiration of the continuation period
with respect to a qualified beneficiary;
(i)
Notify qualified beneficiaries of any conversion options; and
(j)
Provide the Plan Sponsor with records of all relevant transactions.
4.02 Responsibilities of the Plan Sponsor
(a)
Review and approve the COBRA rates
(b)
Report termination and qualifying event
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4.03 Claim Processing and Other Services. The COBRA Plan benefits and
claims shall be treated under this Agreement the same as benefits and claims under the
Medical Plan.
4.04 HIPAA Certification of Creditable Coverage. If elected by the Plan
Sponsor, BAS agrees to maintain records that will permit issuance of certificates of
creditable coverage as required by the Health Insurance Portability and Accountability
Act ("HIPAA") and to issue such certificates.
4.05 Reports. BAS agrees to prepare and provide the Plan Sponsor with access
to the reports listed on Schedule C and, if requested, will provide to the Plan Sponsor
with those reports.
ARTICLE 5
FLEXIBLE SPENDING ACCOUNT SERVICES
5.01 Flexible Spending Account Administrative Services. If elected by the Plan
Sponsor, BAS agrees to administer the plan. In administering the Flexible Spending Plan,
BAS agrees to:
(a) Design a Cafeteria Plan Document, Dependent Care Assistance
Plan and Medical Reimbursement Plan to be reviewed by BAS and
the Plan Sponsor's legal counsel.
(b) Design a Summary Plan Description to be distributed to each plan
participant.
(c) Provide the Plan Sponsor election forms to be used during the
enrollment process.
(d) Process initial enrollment forms and revocation forms to initiate
the administration function.
(e) Prepare confirmation letters to employees to verify elections.
(f) Provide each participant with a Reimbursement Claim Booklet and
instructions for filing claims.
(g) Provide reimbursement checks to the employees.
(h) Provide forms to the Plan sponsor for use by the Plan Sponsor in
communicating participant terminations and changes of family
status.
(i) Present information seminars to the Plan Sponsors employees
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5.02 Responsibilities of the Plan Sponsor
(a) Review and approve the Cafeteria Plan Document and Summary
Plan Description from the Plan Sponsor's legal counsel.
(b) Report participant terminations and changes of family status to
BAS.
(c) Reconciliation of payroll amount redirected to the Cafeteria Plan
based on reports provided each month by BAS.
(d) Initiate any action required in the event the plan(s) become
discriminatory.
5.03 Funding Flexible Spending Benefit Payment
(a) BAS Flexible Spending Claims Fund Account. Plan Sponsor may
fund Claims through the BAS Flexible Spending Claims Fund
Account. Plan Sponsor agrees to fund its account in the BAS
Flexible Spending Claims Fund Account on such basis and in such
amount so that BAS shall be able to release all checks drawn for
Flexible Spending Claims.
(b) Plan Sponsor Flexible Spending Claims Fund Account. If the Plan
Sponsor does not elect to fund Flexible Spending Claims through
the BAS Flexible Spending Claims Fund Account as described in
Section 5.04 (a), the Plan Sponsor shall establish a Plan Sponsor
Flexible Spending Claims Fund Account ("Plan Sponsor Fund
Account"). The Plan Sponsor agrees to maintain a positive
balance in such Plan Sponsor Fund Account at all times and to:
(1) Deposit into the Plan Sponsor Fund Account on a weekly
basis an amount sufficient to enable BAS to release all
checks drawn on the Plan Sponsor Fund Account then
being held by BAS;
(2) Institute check tracing for missing checks. The Plan
Sponsor shall issue stop payment orders on outstanding
checks that are missing, notifying BAS of such stop
payment so that BA5 can issue a replacement check; and
Reconcile the Plan Sponsor Fund Account on a monthly basis.
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5.04 Reports BAS agrees to prepare and provide the Plan Sponsor with access
to the reports listed on Schedule C and, if requested, will provide to the Plan Sponsor
with those reports.
ARTICLE 6
WEB -BASED SERVICES
6.01 Web -Based Services. BAS services include a web -based product that
provides 24/7 customer service that is encrypted and secured with personal log -ins and
passwords.
(a) Benefit Manager
(1)
Employees can:
i. Request I.D. cards, Certificates of Creditable Coverage
and Address Change.
ii.View paid claims history, Explanation of Benefits,
Employee and Dependent profiles, Schedule of
Benefits, and Plan Documents.
iii. Link to PPO Networks, Prescription Card Vendors
and General Health Information.
(2)
Employers can:
i. Request termination of employee or dependent for all
coverages.
ii.Customize their Home Page and add links and text
specific to your employees.
(b) Benefit
Manager Platinum (if selected)
(2)
Online Benefit Enrollment
(3)
Employee Benefit Selection
(4)
On-line Data Changes
(5)
Census Reporting
(6)
Data Import / Export
(7)
Annual Employee Compensation Statements
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(c) Benefit Analyzer
(1) Benefit Analyzer is a real-time reporting system accessible
by the Health Plan Sponsor and its Broker/Consultant. This
on-line management information service provides analysis
of health benefits plan performance with the added ability
to benchmark and organize health patterns to identify
opportunities for plan improvements.
ARTICLE 7
MEDICAL STOP LOSS INSURANCE SERVICES
7.01 Bid Specifications. If requested by the Plan Sponsor or the Plan Sponsor's
broker, BAS shall prepare bid specifications for medical stop -loss insurance for
submission to various insurance companies. The medical stop -loss insurance will
reimburse the Plan Sponsor (rather than the Plan) for medical claims in excess of
selected attachment point(s).
7.02 Submission to Insurers. BAS shall submit bid specifications prepared at
the Plan Sponsor's request, or at the request of the Plan Sponsor's broker, to insurers
and/or managing general underwriters that have authority to bind one or more insurers
that BAS believes will provide suitable bids. The Plan Sponsor shall review and
specifically approve in writing any disclosure form that is submitted to a prospective
insurer. The number of insurers to which BAS will submit bid specifications is small
when compared with the total number of insurers issuing medical stop -loss insurance.
BAS selects this small number of insurers for many reasons including the size and rating
of the insurer, BAS' claim paying experiences with the insurer and other factors relevant
to the suitability of the insurer. The amount of compensation described in Section 7.03
that BAS receives may vary depending on which insurer is selected.
7.03 Compensation to BAS. BAS and/or the Plan Sponsors Broker may receive
a commission from the issuing insurer upon the placement of the medical stop -loss
insurance. BAS may receive a contingent commission dependent on volume and
persistency of the premium, but not dependent on the loss ratio of the coverage.
7.04 Submission of Stop -Loss Claims. BAS agrees to submit claims to and
attempt to obtain reimbursement from the Plan Sponsor's medical stop -loss insurer
whether or not BAS placed such stop -loss insurance and was compensated for such
placement.
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ARTICLE 8
NON -MEDICAL INSURANCE SERVICES
8.01 Bid Specifications. If requested by the Plan Sponsor or the Plan Sponsor's
broker, BAS shall prepare bid specifications for group term life, short-term or long-term
disability and/or other welfare benefit coverages for the Covered Employees
("Life/Disability Coverage").
8.02 Submission to Insurers. BAS shall submit bid specifications prepared at
the Plan Sponsor's request, or at the request of the Plan Sponsor's broker, to insurers
and/or managing general underwriters that have authority to bind one or more insurers
that BAS believes will provide suitable bids. The Plan Sponsor shall review and
specifically approve in writing any disclosure form that is submitted to a prospective
insurer. The number of insurers to which BAS will submit bid specifications is small
when compared with the total number of insurers issuing Life/Disability Coverage. BAS
selects this small number of insurers for many reasons including the size and rating of
the insurer, BAS' claim paying experiences with the insurer and other factors relevant to
the suitability of the insurer. The amount of compensation described in Section 8.04
that BAS receives may vary depending on which insurer is selected.
8.03 Premium Billing and Collection. If requested by Plan Sponsor, BAS shall
prepare premium invoices, assist in collecting such premium and remit to insurer
providing the Life/Disability Coverage.
8.04 Compensation to BAS. BAS and/or the Plan Sponsors Broker may receive
a commission from the issuing insurer upon the placement of the Life/Disability
Coverage. The commission will be a percentage of premium paid to the insurer. BAS
may receive a contingent commission and may be dependent on volume and
persistency of the premium, but not dependent on the loss ratio of the coverage.
ARTICLE 9
COMPENSATION
9.01 Compensation. For services performed pursuant to this Agreement, Plan
Sponsor agrees to pay, or acknowledge that compensation/fees may be received as
follows:
(a) For medical claim processing services including any ancillary
medical claim services described in Article 3, the
compensation/fees to BAS are set forth in the attached Schedule
B.
(b) For COBRA/HIPAA Administrative Services described in Article 4,
compensation/fees to BAS are set forth in Schedule B.
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(c) For Flexible Spending Administrative Services described in Article
5 compensation/fees to BAS are set forth in Schedule B.
(d) For Medical Stop -Loss Insurance Services described in Article 7.
(e) For Non -medical Insurance Services described in Article 8.
(f) BAS will provide an invoice as of the first business day of each
month reflecting fees as described in Schedule B. Payment must
be received by the 15t' day of that calendar month (or the next
business day if the 151h is not a business day) to avoid late
payment charges by vendors.
9.02 Initial Administrative and Annual Set -Up Fees. The Plan Sponsor agrees
to pay an initial administrative service fee during the first year of this Agreement set
forth in Schedule B. The Plan Sponsor also agrees to pay an annual set up fee set forth
in Schedule B to cover the cost of setting up records; designing and printing
identification cards; and preparing the summary plan description and plan document.
9.03 Printing Cost. Except as otherwise agreed with BAS, the Plan Sponsor
agrees to pay the cost of printing and distributing all summary plan descriptions, plan
documents and all notices given to Covered Employees.
9.04 Plan Sponsor's Broker. Some Plan Sponsors utilize a broker to place
coverage for its Plan. A Plan Sponsor utilizing such broker agrees that such broker may
receive compensation in connection with its Plan.
9.05 Other Services. Fees for services or supplies not referenced in this
Agreement will be based on the time and materials required or charges incurred for
services performed by outside vendors. Fees not specifically cited in this Agreement
may be paid to BAS in relation to vendor services which require BAS administrative
support.
9.06 Adiustment of Compensation. As set forth in Sections 1.02, this
Agreement may be renewed as of the anniversary of the Effective Date pursuant to a
Renewal Agreement between the Plan Sponsor and BAS_ Such agreement to renew this
Agreement shall include all Schedules that will be effective during such renewal period.
ARTICLE 10
INDEMNIFICATION AND INSURANCE
10.01 Indemnification of Plan Sponsor. BAS agrees to indemnify and hold the
Plan Sponsor harmless from any and all costs, claims, demands, liabilities and damages
(including attorney's fees) of whatever nature that may be imposed upon, incurred by
14
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or asserted against the Plan Sponsor by reason of the negligence of BAS or its
employees in providing any of its services under this Agreement.
10.02 Indemnification of BAS. Plan Sponsor agrees to indemnify and hold BAS
harmless from any and all costs, claims, demands, liabilities and damages (including
attorney's fees) of whatever nature (including any tax or similar assessment, state or
federal, that is the liability of the Plan or Plan Sponsor) that may be imposed upon,
incurred by or asserted against BAS at any time by reason of its services under this
Agreement. Plan Sponsor shall have no obligation to indemnify and hold BAS harmless
from any costs, claims, demands, liabilities and damages (including attorneys' fees)
resulting from the negligence of BAS or its employees.
10.03 Notice of Claim. As soon as reasonably possible, but in no event
subsequent to thirty (30) calendar days after receipt by an indemnified party hereunder
of written notice of any demand, claim or circumstances which, upon the lapse of time,
would give rise to a claim or the commencement (or threatened commencement) of any
action, proceeding or investigation (a "Claim") that may result in a loss, such
indemnified party shall give written notice thereof ("Claims Notice") to the indemnifying
party. The Claims Notice shall describe the Claim in reasonable detail, and shall indicate
the amount (estimated, if necessary) of the loss that has been or may be suffered by
such indemnified party. The failure of the indemnified party to give the Claims Notice
within the time provided for herein shall not affect the indemnifying party's obligation
under this Article 10, except if, and then only to the extent that, such failure materially
prejudices the indemnifying party or its ability to defend such Claim.
10.04 Opportunity to Defend. Within thirty (30) calendar days of receipt of any
Claims Notice given pursuant to Section 10.03 the indemnifying party shall notify the
indemnified party in writing of the acceptance of or objection to the Claim and whether
the indemnifying party will indemnify the indemnified party and defend the same at the
expense of the indemnifying party with counsel selected by the indemnifying party (who
shall be approved in writing by the indemnified party, such approval not to be
unreasonably withheld); provided, however, that the indemnified party shall at all times
have the right to engage its own counsel and fully participate in the defense of the Claim
at its own expense or, as provided hereinbelow, at the expense of the indemnifying
party. Indemnified party shall fully cooperate in the defense of the Claim by the
indemnifying party. Failure by the indemnifying party to object in writing within such
thirty (30) day period shall be deemed to be acceptance of the Claim by the
indemnifying party. In the event that that indemnifying party objects to a Claim within
said thirty (30) calendar days or does not object but fails to defend the Claim, the
indemnified party shall have the right, but not the obligation, to undertake the defense,
and to compromise and/or settle (in exercise of reasonable business judgment) the
Claim, all at the risk and expense (including, without limitation, reasonable attorneys'
fees and expense) of the indemnifying party. Except as provided in the preceding
sentence, the indemnified party shall not compromise and or settle any Claim without
15
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the prior written consent of the indemnifying party. If the Claim is one that cannot by
its nature be defended solely by the indemnifying party, the indemnified party shall
make available all information and assistance that the indemnifying party may
reasonably request; provided, however, that any associated expense shall be paid by the
indemnifying party.
10.05 Survival. Sections 9.01 through 9.04 shall survive the expiration or
termination of this Agreement.
10.06 Fidelity Bond. BAS shall maintain in force a fidelity bond in an amount
not less than One Million Five Hundred Thousand Dollars ($1,500,000) per occurrence
and in the annual aggregate, which bond provides protection to the Plan for loss by
reason of acts of fraud or dishonesty. If requested, BAS shall cause the issuer of the
fidelity bond to deliver to Plan Sponsor evidence of the existence of such bond, and shall
cause such issuer to give thirty (30) calendar days' written notice prior to cancellation
of, or any material change in, the bond.
10.07 Liability Policy. BAS shall maintain in force an errors and omissions
liability policy in an amount of not less than Two Million Dollars ($2,000,000) per
occurrence and in the annual aggregate, providing for indemnification of the Plan
and/or Plan Sponsor for any loss arising as a result of any actual or alleged negligence on
the part of officers, agents or employees of BAS in any aspect of the performance of
BAS' services under this Agreement. If requested, BAS shall cause the insurer of the
liability policy to deliver to Plan Sponsor evidence of the existence of such policy, and
shall cause the insurer to give thirty (30) calendar days' written notice prior to the
cancellation of, or any material change in, the policy.
ARTICLE it
ARBITRATION
11.01 Agreement to Arbitrate. Any dispute, controversy or claim arising out of
or relating to this Agreement or the performance by the parties of its terms will be
settled by binding arbitration held at a location to be mutually agreed upon by the
parties in accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect, with the express stipulation that the arbitrator shall strictly
abide by the terms of this Agreement and shall strictly apply rules of law applicable
thereto. The interpretation and enforceability of this Article 11 will be governed
exclusively by the Federal Arbitration Act.
11.02 Arbitration Panel. There will be a panel of three (3) arbitrators, one of
whom will be selected by BAS, one of whom will be selected by the Plan Sponsor, and
the third of whom will be mutually selected by the arbitrators selected by BAS and the
Plan Sponsor. In the event that such third arbitrator is not selected within fifteen (15)
days after the selection of the second arbitrator, the third shall be selected by the
American Arbitration Association. All arbitrators must have substantial experience in
16
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the third party health claims administration industry.
11.03 Judgment on Award. Judgment upon the award rendered by the
arbitrators may be entered in any court having in personam and subject matter
jurisdiction.
11.04 PendencV of Arbitration. The fact that the dispute resolution procedures
specified in this Article 11 have been or may be invoked will not excuse either party
from performing its obligations under this Agreement, and during the pendency of any
such procedure all parties must continue to perform their respective obligations in good
faith. All applicable statutes of limitation will be tolled with respect to the subject
matter of the dispute while the procedures specified in this Article 11 are pending. The
parties will take such action, if any, required to effectuate such tolling.
11.05 Survival. This Article 11 shall survive the expiration or termination of this
Agreement.
ARTICLE 12
REGULATORY COMPLIANCE
12.01 Compliance. BAS shall comply with all applicable statues, ordinances,
rules and regulations of any and all federal, state and municipal regulatory authorities in
the conduct of its business and in the performance of its obligations under this
Agreement.
12.02 Licensing. Where required by state law, BAS shall hold a certificate of
registration or license as an administrator and/or as an insurance producer issued by the
department of insurance or other regulatory body.
ARTICLE 13
CONTRACTUAL RELATIONSHIP
13.01 Independent Contractor. The only relationship between BAS and Plan
Sponsor is the contractual relationship established by this Agreement. BAS' relationship
with Plan Sponsor shall be that of an independent contractor and nothing in this
Agreement shall be construed as creating the relationship of employer and employee
between Plan Sponsor and officers or employees of BAS or the relationship of a
partnership or a joint venture between the parties. Plan Sponsor shall exercise no
control whatsoever over the hours, office location, rentals, staff of employees or
manner of performance of duties hereunder except insofar as herein provided.
13.02 Limitation of Authority and Control. BAS' power or authority shall extend
no further than is expressly stated in this Agreement and no power or authority shall be
implied from the granting or denial of power specifically mentioned herein.
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ARTICLE 14
EXPIRATION AND TERMINATION
14.01 Expiration. This Agreement shall expire at the end of twelve (12) months
following the Effective Date of this Agreement, or at the end of twelve (12) months
following subsequent anniversaries of the Effective Date if this Agreement is renewed
for a period of twelve (12) months pursuant to a Renewal Agreement between the Plan
Sponsor and BAS.
14.02 Termination. This Agreement shall terminate upon written notice given
by either party on the occurrence of any of the following events:
(a) A material breach of the terms of this Agreement by either party,
which includes Plan Sponsor's failure to fully fund either the BAS
Medical Claims Fund Account or the Plan Sponsor Fund Account in
accordance with Article 3, 3.10 a & b or to pay BAS the
compensation/fees described in Schedule B, if such material
breach is not corrected within ten (10) calendar days of receipt by
the breaching party of written notice specifying the nature of the
breach;
(b) The bankruptcy, insolvency or dissolution of Plan Sponsor or BAS;
or
(c) The enactment of any law or promulgation of any regulation or
action of any state or federal agency that declares illegal the
continuance of this Agreement or the performance of any of the
services of the parties hereunder.
BAS requires written notice of termination 30 days prior to renewal. If written notice of
termination is not received 30 days prior to renewal, the plan sponsor will incur a fee
equal to three (3) month's TPA fees as illustrated in the Schedule B attached hereto.
Early Termination (defined as earlier than 30 days prior to renewal) will incur a fee equal
to three (3) month's TPA fees as illustrated in the Schedule B attached hereto.
14.03 Run-off Services. If requested, BAS will provide services under this
Agreement for a "run-off period" not to exceed twelve months (12) following the date
of termination or expiration ("Run -Off Services"). BAS shall charge an administrative
service fee of the current claims fee multiplied by two (2) multiplied by the Covered
Employees on the expiration or termination date multiplied by three (3) months. This
fee shall be paid in advance for the Run -Off Services. All applicable provisions of this
Agreement shall remain in effect with respect to the Run -Off Services notwithstanding
the expiration or termination of this Agreement. Run-off Service fees may be charged
18
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from PPO vendors to utilize their services for discounts on claims.
14.04 Final Accounting and Plan Funds. Upon termination of this Agreement,
BAS shall within thirty (30) calendar days after the date of termination prepare,
complete and deliver the final accounting records and report as of the date of
termination, the financial status of the Plan to the Plan Sponsor. In the event that a run-
off period is elected according to the provisions of the previous paragraph, said thirty
(30) calendar day period shall be extended commensurate with the length of the run-off
period.
14.05 Turn Over of Books and Records. All books and records in possession of
BAS pertaining to the administration of the Plan, all benefit files and all reports and
other papers pertaining to the Plan shall be retained by BAS for a period of six (6) years
(or longer if required by law) after which they shall be returned to the Plan Sponsor if so
requested, at Plan Sponsor's expense. However, BAS shall provide copies of any books
and records in either electromagnetic or hard copy when requested by the Plan
Sponsor, at the Plan Sponsor's expense. BAS shall at the time of final accounting deliver
any funds of the Plan in its possession or control to the Plan Sponsor.
14.06 Subrogation. Upon termination or expiration of this Agreement said 10%
Recovery fee will increase to 20% of recovery. This would apply to any recovery made
after the termination or expiration date of this Agreement.
ARTICLE 15
TRADEMARKS AND SERVICE MARKS
15.01 Nonuse. Neither party will use the name, symbols, trademarks, or service
marks of the other party in advertising or promotional materials or otherwise, except as
expressly authorized in this Agreement or with the prior written consent of the other
party.
15.02 Authorization. BAS hereby authorizes the Plan and the Plan Sponsor to
use BAS' name and all symbols, trademarks, and service marks presently existing or
hereafter established with respect to BAS to the extent that it is deemed necessary or
prudent to adequately notify Covered Employees of the effect and operation of the
services provided by BAS pursuant to this Agreement.
15.03 Cessation of Usage. Both parties will cease any and all usage of the other
party's name, symbols, trademarks and service marks immediately following the
termination or expiration of this Agreement.
19
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ARTICLE 16
MISCELLANEOUS
16.01 Amendment. This Agreement shall not be modified or amended except
in writing signed by both parties.
16.02 Schedules and Exhibits. All schedules and exhibits to this Agreement that
have been agreed to by the parties are an integral part of this Agreement.
16.03 Notice. Any notice provided in this Agreement shall be in writing and
neither party shall be bound by any notice or request unless it is in writing. Any written
notice shall be deemed to have been duly given as follows: a) when delivered by hand
or by electronic or facsimile transmission correctly addressed; b) on the first business
day after being sent by overnight courier (such as Federal Express); or c) on the second
business day after being deposited in the United States Mail, certified or registered mail,
return receipt requested, postage prepaid, and addressed as follows.
BAS: Benefit Administrative Systems, LLC
17475 Jovanna Drive, Suite 1D
Homewood, Illinois 60430
Plan Sponsor: City of Richmond
50 North 51h Street
Richmond, Indiana 47374
16.04 Governing Law. This Agreement shall be subject to and construed under
the laws of the State of Indiana without regard to conflict of laws principles.
16.05 References. Any reference to the singular shall include reference to the
plural, and vice versa. Articles and Section headings are intended for purposes of
description only and shall not be used to interpret this Agreement.
16.06 Validity. If any portion of this Agreement shall be void, illegal or
unenforceable, the validity of the remaining portions of such provisions shall not be
affected.
16.07 Authority. Each party represents and warrants that the respective
officers executing this Agreement on its behalf are authorized by its Board of Directors
and are acting within the scope of their authority to bind the parties under this
Agreement.
16.08 Nonwaiver. The rights of each party to this Agreement to enforce any
20
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provisions hereof shall not be affected by its prior failure to require performance of that
provision or any other provision by any other party, nor shall any right be deemed to
have been waived unless the waiver thereof be in writing and signed by the parties
making such waiver.
16.09 No third party beneficiaries. Except as otherwise specifically provided
herein, nothing in this Agreement is intended or shall be construed to give any person
other than the parties hereto, their permitted successors and assigns, any legal or
equitable right, remedy or claim under this Agreement.
16.10 Assignment. BAS may assign or transfer this Agreement and its rights and
obligations hereunder with the written consent of Plan Sponsor, provided that (i) the
assignee agrees in writing to assume and fully perform all of the terms and provisions of
this Agreement and (ii) such assignment is incident to a sale of substantially all of the
assets and business of BAS whereupon BAS shall be released from further liability.
16.11 Subcontracting. Plan Sponsor acknowledges and agrees that BAS may
enter into contracts with service providers for service hereunder with approval by the
Plan Sponsor.
16.12 Entire Agreement. This Agreement supersedes all prior discussions and
agreements between the parties with respect to the subject matter of this Agreement,
and this Agreement, including all Schedules and Exhibits attached hereto, contains the
sole and entire agreement between the parties with respect to the subject matter
hereof.
16.13 Execution in Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be considered an original, and all of which taken
together shall be considered one and the same instrument.
21
�r�ctilBiT� pAGE�Q
NOWERISA
IN WITNESS WHEREOF, this Agreement has been executed by the duly
authorized representative of the parties as of the day and year first above written.
CITY OF RICHMOND
("Plan Sponsor")
EXHIBIT PAGE OF
By: -
Title:
Attest:
Date:
BENEFIT ADMINISTRATIVE SYSTEMS, LLC
("BAS")
By:
Title:
Attest:
Date:
22
EXHIBIT R PAGE�,OF
Administrative & Ancillary Services:
iinistrative Services:
Claims Administration
RI Medical
Xl Dental
Fxl Vision
Q Short Term Disability
Fundin
Lj BAS Medical Fund Account
XX Plan Sponsor Medical Claims Fund Account
COBRA
0 Yes - With Initial Notification
Yes -Without Initial Notification
FJ No COBRA elected
HIPAA - Certificate of Creditable Coverage
aYes
No
Flexible Spending Account
XM Yes x� Medical D Dependent Care
If Yes v Debit Card
EJ No
Web -based Services
XQ
Benefit Analyzer
Online Enrollment System
Online Enrollment System with integration
Ancillary
Services:
X❑
Advocacy
M
ELAP
X
Core Health Portal
X
Bill Negotiation
X�
Prescription Drug Card Program
X
Credit Balance Recoveries
XQ
Utilization Review
X�
Medical Review Services
X�
Case Management
X❑
Subrogation Recovery
X�
Disease Management
X
Positive Pay
On -site Health Screenings
Consolidated Billing
On -site Clinic
Without File Transfer
On -site Health Coaching
RI With File Transfer
Xl
PPO Networks
CI
Behavioral Health Management
EXHIBIT PAGE OF
Plan Sponsor:
SCHEDULE A
EXHIBIT PAGE OF D
EXHIBIT PAGE v
SCHEDULE B
Administrative & Ancillary Service Fees:
City of Richmond - Contract Year 01101115-12131115
COVERAGE I PREMIUM I
Specific S/L, $150,000
Composite
National Union Fire
$103.97 per employee, per month
Aggregate Premium
National Union Fire
$5.45 per employee, per month
Aggregate Factors:
Single
$591.03 per single, per month
Family
$1,466.46 per family, per month
Medical Claims Fee*
BAS
$17.50 per employee, per month
STD Claims Fee*
BAS
$1.00 per employee, per month
PPO Fee
PHCS
$7.00 per employee, per month
U.R. Fee
MedWatch
Included Above
Disease Management
MedWatch
$4.95 per employee, per month
Flexible Spending Fee*
BAS
$6.50 per employee, per month
PBM Interface Fee
BAS
$1.00 per employee, per month
Administrative Fee*
BAS
$2,000 annual
Compliance Fee
BAS
$500 annual
Subrogation Fee
BAS
10% of Recovery
Large Case Management
MedWatch
$125 per hour
VSP
Employee
VSP
$6.52 per employee, per month
Employee + Spouse
VSP
$10.98 per employee + spouse, per month
Employee + Child(ren)
VSP
$11.21 per employee + child(ren), per month
Family
VSP
$18.08 per family, per month
Basic Life
MetLife
$.234 per $1,000
Basic AD&D
MetLife
$.028 per $1,000
Supplemental life
MetLife
age rated
Supplemental AD&D
MetLife
$.029 per $1,000
LTD
MetLife
$.372 per $100
JXHIBIT PAGE OF
Plan Sponsor E Or ate;
EXHIBIT PAGE 2 50F
Administrative & Ancillary Service Fees:
City of Richmond - Contract Year 01101115-12131115
Employee
Employee + Spouse
Employee + Child(ren)
Family
(Positive Pay
jEligibility Feed's to vendors
SCHEDULE B
Health Resources $21.00 per employee, per month
Health Resources $55.50 per employee + spouse, per month
Health Resources $61.00 per employee + child(ren), per month
Health Resources 1$91.10 per family, per month
1* 2 year rate guarantee (through 12/31/2016)
BAS I$500 annual
BAS 1$2,000 ( 4 vendors @ $500 per vendor)
EXHIBIT PAGE OF -
Plan
Sponsor: Dat ^;�__�OF__
EXHIBIT ) PAGE. 0 , *
SCHEDULE C
Reports:
Medical Plan Administration:
Frequency
Funding Request with Check Register
Per Check Run
Coverage Analysis
Monthly
Check Register
Weekly
Fund Account Statement
Monthly
Premium Billing Statement
Monthly
Eligibility Listing
Monthly
Aggregate Report
Monthly
Positive Pay Bank File
Monthly
PPO Analysis
Annual
Prescription Drug Utilization
Annual
Individual Payment Report
Upon Request
Paid Claims Analysis
Upon Request
Claims Lag Study
Upon Request
COBRA/HIPAA Administration:
Monthly Premium Remittance Monthly
Payment History Upon request
Notification Report Upon request
Detail Report Upon request
Flexible Spending Administration:
Funding Request with Check Register Per Check Run
Statement of Account Monthly
Payroll reconciling worksheet for amounts Monthly
Redirected to Cafeteria Plan
Discrimination Report Upon request
XI �iBiT Pai�c OFPAGEOt-
Plan Sponsor. ww-'� ff —
a