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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 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, 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 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. 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 Page 4 of 5 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 `" Page 5 of 5 EXHIBIT � PAGE NON-ERISA 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 11 NON-ERISA 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 EXH!P,IT PAGE 01= NON-ERISA 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 3 EXHIBIT PAt OF� NON-ERISA 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; 4 EXHIBIT L PAGt�0 NON-ERISA (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. 5 EXHIBIT PAGE 0� NON-ERISA (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 M 1=xHIIT PAGE' NON-ERISA 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. 7 EXHIBIT PAGE NON-ERISA 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 EXHIBIT PAGE( NON-ERISA 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 4 EXHIBIT PAGE =OF NON-ERISA 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. 10 EXHIBfT PAGE _ OFF _ .r I NOWERISA 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 11 EXHIBIT PAGE 1 2 05a_Lo NON-ERISA (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. 12 EXHIBIT PAGEOt~ NON-ERISA 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. 13 EXHIBIT PAGE 0 NON-ERISA (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 EXHIBIT ±L PAGE ,. .0P1 NON-ERISA 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 EXHIBIT_ PAGL ' � OF�I. NON-ERISA 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 EXHIBIT PAGE OF� NON-ERISA 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. 17 EXHIBIT, PAGE` raLl NON-ERISA 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 EXHIBIT PAGEQ�} NON-ERISA 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 EXHIBIT PAGE 2 0 NOWERISA 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 EXHIBIT PAGE 21 OF NON-ERISA 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