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Provider Service Agreement/HR/Cobra AdministrationPROVIDER SERVICES AGREEMENT AND BUSINESS ASSOCIATE AGREEMENT RECITALS A. City of Carmel ("Employer") has established certain employee benefit programs, including one or more of the following a health flexible spending account ("FSA") under Code Section 105; a dependent care assistance program ("DCAP") under Code Section 129; a health reimbursement arrangement ("HRA") under Code Section 105; transportation fringe benefit plan ("Transportation Plan") under Code Section 132(0(4); Health Savings Accounts ("HSA") under Code Section 223, COBRA administration and LifeLock Identity Theft Protection. The FSA and DCAP are each offered under Code Section 125 cafeteria plan. B. Employer has requested Benefit Planning Consultants, Inc. ("PROVIDER") to act as its agent for the payment of certain benefits and to furnish certain administrative services for one or more of the FSA, DCAP, HRA, Transportation Plan, LifeLock and COBRA as described in this Agreement (collectively, the "Program"). In consideration of the mutual promises contained in this Agreement, Employer and PROVIDER agree as follows. ARTICLE I. INTRODUCTION 1.1 Effective Date and Term. The effective date of this Agreement is January 1, 2016 ("Effective Date"). The initial term shall be the length of the initial plan year; thereafter, this Agreement will renew automatically for successive periods of twelve (12) months unless this Agreement is terminated in accordance with the provisions of Section 7.8. 1.2 Scope of Undertaking. Employer has sole and final authority to control and manage the operation of the Program. PROVIDER is and shall remain an independent contractor with respect to the services being performed hereunder and shall not for any purpose be deemed an employee of Employer. Nor shall PROVIDER and Employer be deemed partners, engaged in a joint venture or governed by any legal relationship other than that of independent contractor. PROVIDER does not assume any responsibility for the general policy design of the Program, the adequacy of its funding, or any act or omission or breach of duty by Employer. Nor is PROVIDER in any way to be deemed an insurer, underwriter or guarantor with respect to any benefits payable under the Program. Provider generally provides reimbursement services only and does not assume any financial risk or obligation with respect to benefits offered or claims for benefits payable by Employer under the Program. Nothing herein shall be deemed to constitute Provider as a party to the Program or to confer upon Provider any authority or control respecting management of the Program, authority or responsibility in connection with administration of the Program, or responsibility for the terms or validity of the Program. Nothing in this Agreement shall be deemed to impose upon Provider any obligation to any employee of Employer or any person who is participating in the program ("Participant"). 1.3 Definitions. "Agreement" means this Provider Services Agreement, including all Appendices hereto. "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. "Code" means the Internal Revenue Code of 1986, as amended. "DCAP" has the meaning given in the Recitals. "Electronic PHI" has the meaning assigned to such term under HIPAA. "Eligibility Reports" have the meaning described in Section 2.3. "Employer" has the meaning given in the Recitals. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Effective Date" has the meaning given in Section I.I. "FSA" has the meaning given in the Recitals. "Group Health Plan" means a Plan maintained by an Employer that provides medical care to employees or their dependents, directly or through insurance, reimbursement, or otherwise. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended. "HSA" has the meaning given in the Recitals. "Named Fiduciary" means the named fiduciary as defined in ERISA Section 402(a) (I). "Participant" has the meaning given in Section 1.2. "Plan" means the FSA, DCAP, HRA, Transportation Plan, or Group Health Plan as applicable. "Plan Administrator" means the administrator as defined in ERISA Section 3(16)(A). "Provider" has the meaning given in the Recitals. "Program" has the meaning given in the Recitals. "Qualifying Event" means a Triggering Event that causes a Toss of coverage under a Group Health Plan. Benefit Planning Consultants, Inc. I of 15 "Transportation Plan" has the meaning given in the Recitals. "Triggering Event" means an event that will result in a Qualifying Event under COBRA; it also causes a loss of coverage under a Group Health Plan, ARTICLE 11. EMPLOYER RESPONSIBILITIES 2.1 Sole Responsibilities (a) General. Employer has the sole authority and responsibility for the Program and its operation, including the authority and responsibility for administering, construing and interpreting the provisions of the Program and making all determinations thereunder. Employer gives Provider the authority to act on behalf of Employer in connection with the Program, but only as expressly stated in this Agreement or as mutually agreed in writing by Employer and Provider. All final determinations as to a Participant's entitlement to Program benefits are to be made by Employer, including any determination upon appeal of a denied claim for Program benefits. Employer is considered the Plan Administrator and Named Fiduciary of the Program benefits for purposes of ERISA. (b) Examples. Without limiting Employer's responsibilities described herein, it shall be Employer's sole responsibility (as Plan Administrator) and duty to: ensure compliance with COBRA; perform required nondiscrimination testing; amend the Plans as necessary to ensure ongoing compliance with applicable law; file any required tax or governmental returns (including Form 5500 returns) relating to the Plans; determine if and when a valid election change has occurred; handle Participant appeals; execute and retain required Plan, claims and COBRA documentation; and take all other steps necessary to maintain and operate the Plans in compliance with applicable provisions of the Plans, ERISA, the Code and other applicable federal and state laws. Upon written request, Provider can act as an independent contractor to assist in preparing said services for mutually agreed upon fees or as outlined in the fee schedule Appendix. 2.2 Service Charges, Taxes and Fees; Funding. Employer shall pay Provider the service charges set forth in the Appendices hereto, as described in Article V. Employer shall promptly fund an account maintained for the payment of Program benefits as described in Article IV. In addition, the Employer shall pay Provider any taxes or fees that may be required to be paid by the Provider for any plans or plan participants sponsored by the Employer. Benefit Payment System (BPS), the company the TPA uses for processing payments for the Employer Program will debit the Employer's bank account $1.00 for a pre -note fee whenever the Employer provides a new bank account or there is a change in the bank account the Employer uses for payments under any Program. The employer will be responsible for funding this pre -note fee. 2.3 Information to Provider. Employer shall furnish the information requested by Provider as determined necessary to perform Provider's functions hereunder, including information concerning the Program and the eligibility of individuals to participate in and receive Program benefits ("Eligibility Reports"). Such information shall be provided to Provider in the time and in the manner agreed to by Employer and Provider but no later than 30 days from the date of coverage termination for COBRA notification purposes. Provider shall have no responsibility with regard to benefits paid in error due to Employer's failure to timely update such information. From time to time thereafter, but no more frequently than monthly, Provider shall provide Employer with updated Reports by electronic medium unless otherwise agreed by the parties. Employer shall be responsible for ensuring the accuracy of its Eligibility Reports, and bears the burden of proof in any dispute with Provider relating to the accuracy of any Report. Provider shall have no liability to Employer or any Participant as a consequence of an inaccurate Report and Provider shall not have any obligation to credit Employer for any claims expenses or administrative fees incurred or paid to Provider as a consequence of Employer failing to review Reports for accuracy. Provider shall assume that all such information is complete and accurate and is under no duty to question the completeness or accuracy of such information. Such Eligibility Reports shall be considered PHI and, when transmitted by or maintained in electronic media shall be considered electronic PHI, and subject to the privacy and security rules under HIPAA and Article VI of this Agreement. 2.4 Plan Documents. Employer is responsible for the Program's compliance with all applicable federal and state laws and regulations and shall provide Provider with all relevant documents, including but not limited to, the Program documents and any Program amendments. Employer will notify Provider of any changes to the Program at least sixty (60) days before the effective date of such changes. Employer acknowledges that Provider is not providing tax or legal advice and that Employer shall be solely responsible for determining the legal and tax status of the Program. As described in Section 3.7, Provider can furnish updated documents and/or amendments at the current applicable fee. 2.5 Liability for Claims. Employer is responsible for payment of claims made pursuant to, and the benefits to be provided by, the Program. Provider does not insure or underwrite the liability of Employer under the Program. Employer is responsible for proper funding of reimbursements issued by Provider to participants. Except for expenses specifically assumed by Provider in this Agreement, Employer is responsible for all expenses incident to the Program. Benefit Planning Consultants, Inc. 2 of 15 2.6 Indemnification. Employer shall indemnify Provider and hold it harmless from and against all loss, liability, damage, expense, attorney's fees or other obligations, resulting from, or arising out of any act or omission of Employer in connection with the Program or demand, or lawsuit by Program Participants and beneficiaries against Provider in connection with benefit payments or services performed hereunder. In addition, Employer shall indemnify Provider and hold it harmless from and against any liability, expense, demand, or other obligation, resulting from, or out of any premium charge, tax or similar assessment (federal or state), for which the Program or Employer is liable. Employer shall also have the indemnification obligation described in Section 3.4. Provider shall indemnify Employer and hold it harmless from and against all loss, liability, damage, expense, attorney's fee or other obligations, resulting from, or arising out of any act or omission of Provider in connection with performing its obligations under this Agreement. 2.7 Medical Records. Employer shall, if required by law or regulation, notify each Participant and provide each Participant with an opportunity to opt out (if required) or obtain from each Participant such written authorization for release of any personal financial records and medical records in accordance with applicable state and federal law (including the Gramm -Leach -Bliley Act) to permit Employer and/or Provider to perform their obligations under this Agreement. ARTICLE 11I. PROVIDER RESPONSIBILITIES 3.1 Sole Responsibilities. Provider's sole responsibilities shall be as described in this Agreement (including the obligations listed in any Appendix to this Agreement). Provider generally provides certain reimbursement and record keeping services, as described further below. 3.2 Service Delivery. Provider shall provide customer service personnel during normal business hours as determined by Provider by telephone and shall provide electronic administrative services twenty-four (24) hours per day, seven (7) days per week. Provider shall not be deemed in default of this Agreement, nor held responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, natural disaster, act of God, labor controversy, civil disturbance, disruption of the public markets, war or armed conflict, or the inability to obtain sufficient materials or services required in the conduct of its business, including Internet access, or any change in or the adoption of any law, judgment or decree. 3.3 Benefits Payment. Provider shall, as agent of Employer, operate under the express terms of this Agreement and the Program. Provider shall initially determine if persons covered by the Program (as described in the Eligibility Reports) are entitled to benefits under the Program and shall pay Program benefits in its usual and customary manner, to Participants as set forth in this Article 111 and Article IV. Provider shall have no duty or obligation with respect to claims incurred prior to the Effective Date ("Prior Reimbursement Requests"), if any, and/or Program administration (or other) services arising prior to the Effective Date ("Prior Administration"), if any, regardless of whether such services were/are to be performed prior to or after the Effective Date. Employer agrees that: (a) Provider has no responsibility or obligation with respect to Prior Reimbursement Requests and/or Prior Administration; (b) Employer will be responsible for processing Prior Reimbursement Requests (including any run-off claims submitted after the Effective Date) and maintaining legally required records of all Prior Reimbursement Requests and Prior Administration sufficient to comply with applicable legal (e.g.. IRS substantiation) requirements; and (c) Employer shall indemnify and hold Provider harmless for any liability relating to Prior Reimbursement Requests and/or Prior Administration. 3.4 Bonding. Provider has, and will maintain, a fidelity bond for all persons involved in collecting money or making claim payments, and all officers of the company. This bond covers the handling of Employer's and Participants' money from dishonesty, theft, forgery or alteration, and unexplained disappearance. 3.5 Reporting. Provider shall make available to Employer each month via electronic medium (unless otherwise agreed upon by the parties) a master report showing annual election, year-to-date claims paid, year-to-date payroll deposits, and account balances. For purposes of Employer's FSA, Employer must provide certification that the plan document requires the Employer to comply with applicable privacy and security rules under HIPAA before Provider will make available the reports provided for in this Section to Employer. Provider shall also make available to Participants each quarter via electronic medium unless otherwise agreed on by the parties a report showing their individual payment history and status of claims and the amounts and transactions in their individual accounts. For purposes of Employer's Health FSA, Employer is responsible for ensuring that any beneficiary of the Participant for whom a claim has been submitted to the Health FSA has agreed to the disclosure of his or her PHI to the Participant, if required by the privacy rule. 3.6 Claims or Coverage Appeals. Provider shall refer to Employer or its designee, for final determination, any claim for benefits or coverage that is appealed after initial rejection by Provider or any class of claims that Employee may specify, including (a) any question of eligibility or entitlement of the claimant for coverage under the Program; (b) any question with respect to the amount due; or (c) any other appeal. Benefit Planning Consultants, Inc. 3 of 15 3.7 Additional Documents. If Employer requests, and Employer and Provider mutually agree upon payment of applicable fees, then Provider shall furnish Employer: (a) plan documents to be reviewed by Employer, for creation of customized documentation for the Program to be approved and executed by Employer, including board resolutions, summary plan descriptions (SPDs), plan documents and plan amendments (if any); and (b) administrative forms needed for Provider to perform its duties under this Agreement. Provider will furnish legally required amendments, as needed without specific request of Employer at the rate stated on the Provider's current standard fee schedule. 3.8 Recordkeeping. Provider shall maintain, for the duration of this Agreement, the usual and customary books, records and documents, including electronic records, that relate to the Program and its Participants that Provider has prepared or that have otherwise come within its possession. These books, records, and documents, including electronic records, are the property of Employer, and Employer has the right of continuing access to them during normal business hours at Provider's offices with reasonable prior notice. If this Agreement terminates, Provider may deliver, or at Employer's request, will deliver all such books, records, and documents to Employer, subject to Provider's right to retain copies of any records it deems appropriate. Employer shall be required to pay Provider reasonable charges for transportation or duplication of such records. Provided, however, that upon termination of this Agreement, Provider must destroy or return to Employer all PHI, including PHI that is in the possession of subcontractors or agents of Provider. If it is infeasible to return or destroy PHI received from Employer or the Health FSA, or created or received by Provider on behalf of Employer or the Health FSA, Provider shall provide to Employer notification of the conditions that make return or destruction infeasible. Upon Employer's agreement that return or destruction of PHI is infeasible, Provider shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Provider retains such PHI. Provider shall pay all storage charges for any such PHI for so long as Provider retains such PHI 3.9 Standard of Care. Provider shall use reasonable care and due diligence in the exercise of its powers and the performance of its duties under this Agreement. If Provider makes any payment under this Agreement to an ineligible person, or if more than the correct amount is paid, Provider shall make a diligent effort to recover any payment made to or on behalf of an ineligible person or any overpayment. However, Provider will not be liable for such payment, unless Provider would otherwise be liable under another provision of this Agreement. 3.10 Notices to Participants; Amendment to Comply with Privacy Rules. Provider shall provide to Employer all notices (including any required opt -out notice) reflecting its privacy policies and practices as required by state and/or federal law (including the Gramm -Leach -Bliley Act). Parties agree to amend this Agreement as is necessary from time to time to comply with the requirements of the privacy rules under HIPAA. 3.11 Non -Discretionary Duties; Additional Duties. Provider and Employer agree that the duties to be performed hereunder by Provider are non -discretionary duties. Provider and Employer may agree to additional duties in writing as may be specified in the Appendices from time to time. ARTICLE IV. BENEFIT PROGRAM PAYMENT: EMPLOYER'S FUNDING RESPONSIBILITY 4.1 Payment of Benefits. Employer authorizes Provider to pay Program benefits by checks written (or other draft payment or debit) on a bank account established and maintained in the name of the Employer for the payment of Program benefits. Each week or at such other interval as mutually agreed upon, Provider will notify Employer of the amount needed to pay approved benefit claims and Employer shall pay or transfer into the bank account the amount needed for the payment of Program benefits. Employer shall enter into such agreements and provide instructions to its bank as are necessary to implement this Section 4.1. Provider shall have sole authority to provide whatever notifications, instructions or directions as may be necessary to accomplish the disbursement of such Program funds to or on behalf of Participants in payment of approved claims. Provider is merely a collection agent for the employer and any funds collected belong to the employer (and not to the Provider). Provider shall immediately forward any amount due the group policyholder for remittance to the appropriate insurer. Provider will not pay any claims with money withdrawn from an account established in which premiums or charges are deposited. If debit cards are used in conjunction with the Program, Employer agrees to sufficiently fund the bank account and monitor it to prevent overdraft. 4.2 Funding of Benefits. Funding for any payment on behalf of the Participants under the Program, including but not limited to, all benefits to Participants in accordance with the Program, is the sole responsibility of Employer, and Employer agrees to accept liability for, and provide sufficient funds to satisfy, all payments to Participants under the Program, including claims for reimbursement for covered expenses, where such expenses are incurred and the claim is presented for payment during the term of this Agreement. Benefit Planning Consultants, Inc. 4 of 15 ARTICLE V. PROVIDER COMPENSATION 5.1 Service Charges. The amounts of the monthly service charges of Provider are described in the Appendices. Provider may change the amount of such charges by providing at least thirty (30) days written or electronic notice to Employer, before the annual date of renewal of this Agreement. Provider may also change the monthly service charges as of the date any change is made in the Program. Requests for additional or non-standard services may result in additional charges. 5.2 Billing of Charges. All service charges of Provider, whether provided for in this or any other Section, shall be billed separately from statements for payment of claims so that proper accounting can be made by Employer of the respective amounts paid for claims and for administrative expenses. 5.3 Payment of Charges. All charges under this Article V shall be determined by Provider and billed prospectively to Employer on a monthly basis unless otherwise agreed upon in the Appendices. Fees for the month shall be billed around the 15'" of each month. Alternatively, if so agreed by the parties, Provider may deduct payment for monthly service charges from the bank account maintained by Employer as described in Article IV. Employer shall make payment to Provider within thirty (30) days of receipt of notice of the amount due, or such amount will automatically be deducted from the bank account maintained by Employer as described in Article IV. ARTICLE VI. HIPAA GUIDELINES FOR EMPLOYER AND PROVIDER This Article VI is the BUSINESS ASSOCIATE AGREEMENT ("Agreement") by and between the Plan Administrator or Employer ("Covered Entity") and the Provider ("Business Associate"). Business Associate and Covered Entity are hereafter referred to individually as a "Party" and collectively as the "Parties". The Parties recognize that HIPAA and the Privacy Regulations require the imposition of certain safeguards necessary to protect the privacy of individually identifiable health information that is created or received by Business Associate in performing services ("Services") for or on behalf of Covered Entity pursuant to the most recent Provider Services Agreement ("Underlying Agreement"). The Parties will fully comply with all applicable Privacy Security Regulations (including Breach Notification regulations) and other applicable laws respecting the privacy and the security of health information, and hereby agree to enter into this Agreement in order to comply with the business associate agreement requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations and to comply with the Privacy and Security Regulations, the standards for electronic transactions (45 C.F.R. Parts 160, 162, and 164) promulgated or to be promulgated under HIPAA, and to incorporate any material required to be incorporated thereby. The Parties do hereby agree as follows: 6.1 Definitions. (a) Breach. "Breach" shall have the same meaning as the term "breach" in 45 CFR § 164.402. (b) Breach Notification Rule. "Breach Notification Rule" shall mean the Standards and Implementation Specifications for Notification of Breaches of Unsecured Protected Health Information under 45 CFR Parts 160 and 164, subparts A and D. (c) Business Associate. "Business Associate" shall mean Benefit Planning Consultants, Inc. (d) Covered Entity. "Covered Entity" shall mean Plan Administrator or Employer. (e) Designated Record Set. "Designated Record Set" shall mean (1) A group of records maintained by or for a health plan or health care provider, that is: (i) The medical records and billing records about individuals maintained by or for a covered health care provider: (Il) The enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) Used, in whole or in part, by or for the health plan or health care provider to make decisions about individuals. (2) For purposes of this definition, the term record means any item, collection, or grouping of information that includes protected health information and is maintained, collected, used, or disseminated by or for a health plan or health care provider. Benefit Planning Consultants, Inc. 5 of 15 (f) Electronic Protected Health Information. "Electronic Protected Health Information" shall have the same meaning as the term "electronic protected health information" in 45 CFR §160.103. (g) Electronic Transactions Rule. "Electronic Transactions Rule" shall mean the final regulations issued by HHS concerning standard transactions and code sets under 45 CFR Parts 160 and 162. (h) Enforcement Rule. "Enforcement Rule" shall mean the Enforcement Provisions set forth in 45 CFR Part 160. (i) Genetic Information. "Genetic Information" shall have the same meaning as the term "genetic information" in 45 CFR § 160.103. (j) HHS. "HHS" shall mean the Department of Health and Human Services. (k) HIPAA Rules. "HIPAA Rules" shall mean the Privacy Rule, Security Rule, Breach Notification Rule, and Enforcement Rule. (1) HITECH Act. "HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009. (m) Privacy Rule. "Privacy Rule" shall mean the Privacy Standards and Implementation Specifications at 45 CFR Parts 160 and 164, subparts A and E. (n) Protected Health Information. "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 CFR §160.103, limited to the information created, received, maintained, or transmitted by Business Associate from or on behalf of Covered Entity pursuant to this Agreement. (o) Required by Law. "Required by Law" shall have the same meaning as the term "required by law" in 45 CFR § 164.103. (p) Security Incident. "Security Incident" shall have the same meaning as the term "security incident" in 45 CFR §164.304. (q) Security Rule. "Security Rule" shall mean the Security Standards and Implementation Specifications at 45 CFR Parts 160 and 164, subparts A and C. (r) Subcontractor. "Subcontractor" shall have the same meaning as the term "subcontractor" in 45 CFR § 160.103. (s) Transaction. "Transaction" shall have the meaning given the term "transaction" in 45 CFR §160.103. (t) Unsecured Protected Health Information. "Unsecured Protected Health Information" shall have the meaning given the term "unsecured protected health information" in 45 CFR § 164.402. Benefit Planning Consultants, Inc. 6 of 15 6.2 Privacy and Security of Protected Health Information. (a) Permitted Uses and Disclosures. Business Associate is permitted to use and disclose Protected Health Information only as set forth below: (i) Functions and Activities on Covered Entity's Behalf. Business Associate performs one or more services relating to Health Reimbursement Arrangement Accounts (HRA), Health Flexible Spending Accounts (FSA), and Dependent Care Flexible Spending Accounts (DCAP), Health Savings Accounts (HSA) and COBRA administration as defined in the Underlying Agreement. (ii) Business Associate's Operations. Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate or to carry out Business Associate's legal responsibilities, provided that - (A) The disclosure is Required by Law; or (B) Business Associate obtains reasonable assurance from any person or entity to which Business Associate will disclose Protected Health Information that the person or entity will - (I) Hold the Protected Health Information in confidence and use or further disclose the Protected Health Information only for the purpose for which Business Associate disclosed Protected Health Information to the person or entity or as Required by Law; and (2) Promptly notify Business Associate of any instance of which the person or entity becomes aware in which the confidentiality of Protected Health Information was breached. (iii) Minimum Necessary. Business Associate will, in its performance of the functions, activities, services, and operations specified above, make reasonable efforts to use, to disclose, and to request only the minimum amount of Protected Health Information reasonably necessary to accomplish the intended purpose of the use, disclosure, or request, except that Business Associate will not be obligated to comply with this minimum -necessary limitation if neither Business Associate nor Covered Entity is required to limit its use, disclosure, or request to the minimum necessary under the HIPAA Rules. Business Associate and Covered Entity acknowledge that the phrase "minimum necessary" shall be interpreted in accordance with the HITECH Act and the HIPAA Rules. (b) Prohibition on Unauthorized Use or Disclosure. Business Associate will neither use nor disclose Protected Health Information, except as permitted or required by this Agreement or in writing by Covered Entity or as Required by Law. This Agreement does not authorize Business Associate to use or disclose Covered Entity's Protected Health Information in a manner that would violate the HIPAA Rules if done by Covered Entity, except as permitted for Business Associate's proper management and administration, as described above. (c) Information Safeguards. (i) Privacy of Protected Health Information. Business Associate will develop, implement, maintain, and use appropriate administrative, technical, and physical safeguards to protect the privacy of Protected Health Information. The safeguards must reasonably protect Protected Health Information from any intentional or unintentional use or disclosure in violation of the Privacy Rule and limit incidental uses or disclosures made pursuant to a use or disclosure otherwise permitted by this Agreement. To the extent the parties agree that the Business Associate will carry out directly one or more of Covered Entity's obligations under the Privacy Rule, the Business Associate will comply with the requirements of the Privacy Rule that apply to the Covered Entity in the performance of such obligations. (ii) Security of Covered Entity's Electronic Protected Health Information. Business Associate will comply with the Security Rule and will use appropriate administrative, technical, and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information that Business Associate creates, receives, maintains, or transmits on Covered Entity's behalf. (iii) No Transfer of PHI Outside United States. Business Associate will not transfer Protected Health Information outside the United States without the prior written consent of the Covered Entity. In this context, a "transfer" outside the United States occurs if Business Associate's workforce members, agents, or subcontractors physically located outside the United States are able to access, use, or disclose Protected Health Information. Benefit Planning Consultants, Inc. 7 of 15 (d) Subcontractors. Business Associate will require each of its Subcontractors to agree, in a written agreement with Business Associate, to comply with the provisions of the Security Rule; to appropriately safeguard Protected Health Information created, received, maintained, or transmitted on behalf of the Business Associate; and to apply the same restrictions and conditions that apply to the Business Associate with respect co such Protected Health Information. (e) Prohibition on Sale of Protected Health Information. Effective as of Effective Date, Business Associate shall not engage in any sale (as defined in the HIPAA rules) of Protected Health Information. (f) Prohibition on Use or Disclosure of Genetic Information. Effective as of Effective Date, Business Associate shall not use or disclose Genetic Information for underwriting purposes in violation of the HIPAA rules. (g) Penalties for Noncompliance. Business Associate acknowledges that it is subject to civil and criminal enforcement for failure to comply with the HIPAA Rules, to the extent provided by the HITECH Act and the HIPAA Rules. 6.3 Compliance With Electronic Transactions Rule. If Business Associate conducts in whole or part electronic Transactions on behalf of Covered Entity for which HHS has established standards, Business Associate will comply, and will require any Subcontractor it involves with the conduct of such Transactions to comply, with each applicable requirement of the Electronic Transactions Rule and of any operating rules adopted by HHS with respect to Transactions. 6.4 Individual Rights. (a) Access. Business Associate will, within twenty-five (25) calendar days following Covered Entity's request, make available to Covered Entity (or, at Covered Entity's written direction, to an individual or the individual's designee) for inspection and copying Protected Health Information about the individual that is in a Designated Record Set in Business Associate's custody or control, so that Covered Entity may meet its access obligations under 45 CFR § 164.524. Effective September 23, 2013, if Covered Entity requests an electronic copy of Protected Health Information that is maintained electronically in a Designated Record Set in the Business Associate's custody or control, Business Associate will provide an electronic copy in the form and format specified by the Covered Entity if it is readily producible in such format; if it is not readily producible in such format, Business Associate will work with Covered Entity to determine an alternative form and format that enable Covered Entity to meet its electronic access obligations under 45 CFR § 164.524. (b) Amendment. Business Associate will, upon receipt of written notice from Covered Entity, promptly amend or permit Covered Entity access to amend any portion of an individual's Protected Health Information that is in a Designated Record Set in the custody or control of the Business Associate, so that Covered Entity may meet its amendment obligations under 45 CFR §164.526. (c) Disclosure Accounting. To allow Covered Entity to meet its obligations to account for disclosures of Protected Health Information under 45 CFR § 164.528: (i) Disclosures Subject to Accounting. Business Associate will record the information specified below ("Disclosure Information") for each disclosure of Protected Health Information, not excepted from disclosure accounting as specified below, that Business Associate makes to Covered Entity or to a third party. (ii) Disclosures Not Subject to Accounting. Business Associate will not be obligated to record Disclosure Information or otherwise account for disclosures of Protected Health Information if Covered Entity need not account for such disclosures under the HIPAA Rules. (iii) Disclosure Information. With respect to any disclosure by Business Associate of Protected Health Information that is not excepted from disclosure accounting under the HIPAA Rules, Business Associate will record the following Disclosure Information as applicable to the type of accountable disclosure made: (A) Disclosure Information Generally. Except for repetitive disclosures of Protected Health Information as specified below, the Disclosure Information that Business Associate must record for each accountable disclosure is (i) the disclosure date, (ii) the name and (if known) address of the entity to which Business Associate made the disclosure, (iii) a brief description of the Protected Health Information disclosed, and (iv) a brief statement of the purpose of the disclosure. (B) Disclosure Information for Repetitive Disclosures. For repetitive disclosures of Protected Health Information that Business Associate makes for a single purpose to the same person or entity (including Covered Benefit Banning Consultants, Inc. 8 of 15 Entity), the Disclosure Information that Business Associate must record is either the Disclosure Information specified above for each accountable disclosure, or (i) the Disclosure Information specified above for the first of the repetitive accountable disclosures; (ii) the frequency, periodicity, or number of the repetitive accountable disclosures; and (iii) the date of the last of the repetitive accountable disclosures. (iv) Availability of Disclosure Information. Business Associate will maintain the Disclosure Information for at least 6 years following the date of the accountable disclosure to which the Disclosure Information relates. Business Associate will make the Disclosure Information available to Covered Entity within fifty-five (55) calendar days following Covered Entity's request for such Disclosure Information to comply with an individual's request for disclosure accounting. (d) Restriction Agreements and Confidential Communications. Covered Entity shall notify Business Associate of any limitations in the notice of privacy practices of Covered Entity under 45 CFR §164.520, to the extent that such limitation may affect Business Associate's use or disclosure of Protected Health Information. Business Associate will comply with any notice from Covered Entity to (1) restrict use or disclosure of Protected Health Information pursuant to 45 CFR §I 64.522(a), or (2) provide for confidential communications of Protected Health Information pursuant to 45 CFR § 164.522(b), provided that Covered Entity notifies Business Associate in writing of the restriction or confidential communications obligations that Business Associate must follow. Covered Entity will promptly notify Business Associate in writing of the termination of any such restriction or confidential communications requirement and, with respect to termination of any such restriction, instruct Business Associate whether any of the Protected Health Information will remain subject to the terms of the restriction agreement. 6.5 Breaches and Security Incidents. (a) Reporting. (1) Impermissible Use or Disclosure. Business Associate will report to Covered Entity any use or disclosure of Protected Health Information not permitted by this Agreement not more than twenty-five (25) calendar days after Business Associate discovers such non -permitted use or disclosure. (11) Breach of Unsecured Protected Health Information. Business Associate will report to Covered Entity any potential Breach of Unsecured Protected Health Information not more than fifty-five (55) calendar days after discovery of such potential Breach. Business Associate will treat a potential Breach as being discovered in accordance with 45 CFR § 164.410. Business Associate will make the report to Covered Entity's Privacy Officer. If a delay is requested by a law- enforcement official in accordance with 45 CFR §164.412, Business Associate may delay notifying Covered Entity for the applicable time period. Business Associate's report will include at least the following, provided that absence of any information will not be cause for Business Associate to delay the report: (A) Identify the nature of the Breach, which will include a brief description of what happened, including the date of any Breach and the date of the discovery of any Breach; (B) Identify the types of Protected Health Information that were involved in the Breach (such as whether full name, Social Security number, date of birth, home address, account number. diagnosis, or other information were involved); (C) Identify who made the non -permitted use or disclosure and who received the non -permitted disclosure; (D) Identify what corrective or investigational action Business Associate took or will take to prevent further non - permitted uses or disclosures, to mitigate harmful effects. and to protect against any further Breaches; (E) Identify what steps the individuals who were subject to a Breach should take to protect themselves; (F) Provide such other information, including a written report and risk assessment under 45 CFR §164.402, as Covered Entity may reasonably request. (iii) Security Incidents. Business Associate will report to Covered Entity any Security Incident of which Business Associate becomes aware. Business Associate will make this report annually, except if any such Security Incident resulted in a disclosure not permitted by this Agreement or Breach of Unsecured Protected Health Information, Business Associate will make the report in accordance with the provisions set forth above. (b) Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect known to the Business Associate resulting from a use or disclosure in violation of this Agreement. Benefit Planning Consultants, Inc. 9 of 15 6.6 Term and Termination. (a) Term. This Agreement shall be effective as of Effective Date. (b) Right to Terminate for Cause. Covered Entity may terminate this Agreement if it determines, in its sole discretion, that Business Associate has breached any provision of this Agreement, and after written notice to Business Associate of the breach, Business Associate has failed to cure the breach within thirty (30) calendar days after receipt of the notice. Any such termination will be effective immediately or at such other date specified in Covered Entity's notice of termination. (c) Treatment of Protected Health Information on Termination. (i) Return or Destruction of Covered Entity's Protected Health Information If Feasible. Upon termination of this Agreement, Business Associate will, if feasible, return to Covered Entity or destroy all Protected Health Information in whatever form or medium, including all copies thereof and all data, compilations, and other works derived therefrom that allow identification of any individual who is a subject of the Protected Health Information. This provision shall apply to Protected Health Information that is in the possession of any Subcontractors of Business Associate. Further, Business Associate shall require any such Subcontractor to certify to Business Associate that it has returned or destroyed all such information which could be returned or destroyed. Business Associate will complete these obligations as promptly as possible, but not later than sixty (60) calendar clays following the Effective Date of the termination of this Agreement. (ii) Procedure When Return or Destruction Is Not Feasible. Business Associate will identify any Protected Health Information, including any Protected Health Information that Business Associate has disclosed to Subcontractors, that cannot feasibly be returned to Covered Entity or destroyed and explain why return or destruction is infeasible. Business Associate will limit its further use or disclosure of such information to those purposes that make return or destruction of such information infeasible. Business Associate will complete these obligations as promptly as possible, but not later than sixty (60) calendar days following the Effective Date of the termination or other conclusion of Agreement. (iii) Continuing Privacy and Security Obligation. Business Associate's obligation to protect the privacy and safeguard the security of Protected Health Information as specified in this Agreement will be continuous and survive termination or other conclusion of this Agreement. 6.7 General Provisions. (a) Definitions. All terms that are used but not otherwise defined in this Agreement shall have the meaning specified under HIPAA, including its statute, regulations, and other official government guidance. (b) Inspection of Internal Practices, Books, and Records. Business Associate will make its internal practices, books, and records relating to its use and disclosure of Protected Health Information available to Covered Entity and to HHS to determine compliance with the HIPAA Rules. (c) Red Flag Rules. To the extent applicable and upon the Effective Date, as stated by the Federal Trade Commission (the "FTC"), and thereafter, if Business Associate performs services for Covered Entity with respect to Covered Accounts as such term is defined in the Identity Theft Red Flag rules published by the FTC (the "Rules"), Business Associate shall also be deemed a "Service Provider" of Covered Entity and as to such Covered Accounts, Business Associate shall: (i) perform its activities under the Agreement in accordance with reasonable policies and procedures of Business Associate designed to detect, prevent, and mitigate the risk of identity theft, as required of a Service Provider under the Rules (the "Program"); and (ii) promptly report to Covered Entity but in no event later than five (5) days after learning of any specific Red Flag Incidents (as such term is defined in the Rules) which Business Associate detects as to Covered Accounts of Covered Entity pursuant to the Program and respond to, or reasonably assist Covered Entity in responding to, such reported Red Flag. (d) Amendment to Agreement. This Agreement may be amended only by a written instrument signed by the parties. In case of a change in applicable law, the parties agree to negotiate in good faith to adopt such amendments as are necessary to comply with the change in law. (e) No Third -Party Beneficiaries. Nothing in this Agreement shall be construed as creating any rights or benefits to any third parties. Benefit Planning Consultants, Inc. 10 of 15 (f) Interpretation. Any ambiguity in the Agreement shall be resolved to permit Covered Entity and Business Associate to comply with the applicable requirements under the HIPAA Rules. (g) Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by the law of Illinois, except to the extent preempted by federal law. Business Associate shall comply with all applicable federal, state and local laws, rules and regulations, including, without limitation, the requirements of HIPAA. (h) Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (i) Construction and Interpretation. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement has been negotiated by the parties at arm's-length and each of them has had an opportunity to modify the language of the Agreement. Accordingly, the Agreement shall be treated as having been drafted equally by the parties and the language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party shall not apply. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. (j) Notices. AM notices and communications required by this Agreement shall be in writing. Such notices and communications shall be given in one of the following forms: (i) by delivery in person, 01) by a nationally -recognized, next -day courier service, (iii) by first-class, registered or certified mail, postage prepaid; or (iv) by electronic mail to the address that each party specifies in writing. (k) Underlying Agreement. Except as specifically required to implement the purposes of this Agreement, and except to the extent inconsistent with this Agreement, all terms of the Underlying Agreement shall remain in full force and effect. In the event of a conflict between the terms of the Underlying Agreement and this Agreement, this Agreement shall control. (1) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless Covered Entity and its directors, officers, affiliates, employees, agents, and permitted successors from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from or arising out of any act or omission of Business Associate in connection with performing its obligations under this Agreement or the Underlying Agreement. Covered Entity agrees to indemnify, defend, and hold harmless Business Associate and its directors, officers, affiliates, employees, agents, and permitted successors from and against any and all claims, loss, liability, damage, costs, and expenses (including reasonable attorneys' fees) or other obligations, resulting from, or arising out of any act or omission of Covered Entity in connection with performing its obligations under this Agreement. ARTICLE VII. GENERAL PROVISIONS 7.1 Severability; Headings. If any term of this Agreement is declared invalid by a court, the same will not affect the validity of any other provision, provided that the basic purposes of this Agreement are achieved through the remaining valid provisions. The headings of Sections and subsections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 7.2 Compliance; Non -Waiver. Failure by Employer or Provider to insist upon strict performance of any provision of this Agreement will not modify such provision, render it unenforceable, or waive any subsequent breach. No waiver or modification of any of the terms or provisions of this Agreement shall be valid unless in each instance the waiver or modification is accomplished pursuant to the amendment provisions of Section 7.3. 7.3 Assignment; Amendment. Neither Employer nor Provider can assign this Agreement without the other party's written consent. This Agreement may be amended only by written agreement of duly authorized officers of Employer and Provider. 7.4 Audits. Each party shall be authorized to perform audits of the records of payment to all Participants and other data specifically related to performance of the parties under this Agreement upon reasonable prior written notice to the other. Audits shall be performed during normal working hours. Audits may be performed by an agent of either party provided such agent signs an acceptable confidentiality agreement. Each party agrees to provide reasonable assistance and information to the auditors. Employer acknowledges and agrees that if it requests an audit, it shall reimburse Provider for Provider's reasonable expenses, including copying and labor costs, in assisting Employer to perform the audit. Each party also agrees to provide such additional information and reports as the other party shall reasonably request. Benefit Planning Consultants, Inc. 1 1 of 15 7.5 Non -Disclosure of Proprietary Information (a) General. Employer and Provider each acknowledge that in contemplation of entering into this Agreement (and as a result of the contractual relationship created hereby), each party has revealed and disclosed, and shall continue to reveal and disclose to the other, information which is proprietary and or confidential information of such party. Employer and Provider agree that each party shall; (a) keep such proprietary and/or confidential information of the other party in strict confidence; (b) not disclose confidential information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c) shall not use confidential information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure). (b) Confidential Information Defined. Information revealed or disclosed by a party for any purpose not directly related to and necessary for the performance of such party's obligations under this Agreement shall not be considered confidential information for purposes hereof (a) if, when, and to the extent such information is or becomes generally available to the public without the fault or negligence of the party receiving or disclosing the information; or (b) if the unrestricted use of such information by the party receiving or disclosing the information has been expressly authorized in writing and in advance by an authorized representative of the other party. For purposes of this Section, confidential information is any information in written, human -readable, machine-readable, or electronically recorded form (and legended as confidential and/or proprietary or words of similar import) and information disclosed orally in connection with this Agreement and identified as confidential and/or proprietary (or words of similar import); and programs, policies, practices, procedures, files, records and correspondence concerning the parties' respective businesses or finances. The terms and conditions of this Section 7.5 shall survive the termination of this Agreement. 7.6 Mediation. Any controversy arising out of or relating to this Agreement between Employer and Provider, or the breach thereof, shall be subject to non-binding mediation prior to the filing of a complaint in a court of law; provided, however, that such mediation shall be final and binding and may be enforced in any court with the requisite jurisdiction if the parties agree in advance, in writing, that such mediation shall have final, binding effect. The mediation shall take place in Indiana. 7.7 Notices and Communications. (a) Notices. All notices provided for herein shall be sent by confirmed facsimile, or guaranteed overnight mail, with tracing capability, or by first class United States mail, with postage prepaid, addressed to the other party at their respective addresses set forth below or such other addresses as either party may designate in writing to the other from time to time for such purposes. All notices provided for herein shall be deemed given or made when sent. (b) Addresses. Employer's address for notices as described above is: City of Carmel 1 Civic Square Carmel, IN 46302 Provider's address for notices as described above is: Benefit Planning Consultants, Inc. 2110 Clearlake Blvd., Suite 200 P.O. Box 7500 Champaign, IL 61826-7500 (c) Communications. Employer agrees that Provider may communicate confidential, protected, privileged or otherwise sensitive information to Employer through a named contact designated by Employer "Named Contact" and specifically agrees to indemnify Provider and hold it harmless: (a) for any such communications directed to Employer through the Named Contact attempted via telefax, mail, telephone, e-mail or any other media, acknowledging the possibility that such communications may be inadvertently misrouted or intercepted; and (b) from any claim for the improper use or disclosure of any PHI by Provider if such information is used in a manner consistent with its duties and responsibilities hereunder. 7.8 Termination of Agreement (a) Automatic This Agreement shall automatically terminate as of the earliest of the following. (i) the effective date of any legislation which makes the Program and/or this Agreement illegal; (ii) the date Employer or Provider becomes insolvent, or bankrupt, or subject to liquidation, receivership, or conservatorship; or (iii) the termination date of the Program, subject to any agreement between Employer and Provider regarding payment of benefits after the Program is terminated. Benefit Planning Consultants, Inc. 12 of 15 (b) Optional. This Agreement may be terminated as of the earliest of the following: (1) by Provider upon the failure of Employer to pay any charges within thirty (30) business days after they are due and payable as provided in Article V; (ii) by Provider upon the failure of Employer to perform its obligations in accordance with this Agreement, (iii) by Employer upon the failure of Provider to perform its obligations in accordance with this Agreement; or (iv) by either Employer or Provider, as of the end of the term of this Agreement, by giving the other party thirty (30) days written notice. (c) Limited Continuation After Termination. If the Program is terminated, Employer and Provider may mutually agree in writing that this Agreement shall continue for the purpose of payment of any Program benefit, expense or claims incurred prior to the date of Program termination. In addition, if this Agreement is terminated while the Program continues in effect, Employer and Provider may mutually agree in writing that this Agreement shall continue for the purpose of payment of any claims for which requests for reimbursements have been received by Provider before the date of such termination. If this Agreement is continued in accordance with this subsection (c), Employer shall pay the monthly service charges incurred during the period that this Agreement is so continued. This Agreement shall continue as provided by and subject to Section 3.8 if the return or destruction of PHI is determined to be infeasible. (d) Survival of Certain Provisions. Termination of this Agreement shall not terminate the rights or obligations of either party arising out of a period prior to such termination. The indemnity, confidentiality, privacy and security provisions of this Agreement shall survive its termination. 7.9 Complete Agreement; Governing Law. This Agreement (including the Appendices) is the full Agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and representations between the parties. IN WITNESS WHEREOF, Employer and Provider have caused this Agreement to be executed in their names by their undersigned officers, the same being duly authorized to do so. City of Carmel ("Employer") Signed: By: Print name Title: Date: Benefit Planning Consultants, Inc. ('Provider") Signed: By: Robert Nikolai Title: Director /gig:::) Benefit Operations and Compliance Date: /2/ agog0 /S— Benefit Planning Consultants, Inc. 13 of 15 Approved and Adopted this 1G day of l ct02&tC2o /S . CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: Jame Date: --raj ainard, Presiding Officer Mary An Date: Lori S. Watson Date: ATTEST: �J blana Cordray, IMCA, Cle I reasurer ate: /oZ l(o -/.$— Provider Service Agreement Appendix A — Health FSA & DCAP Administration Guidelines City of Carmel Capitalized terms used in this Appendix and not defined have the meanings given in the Agreement. Initial Setup Fee: Waived. Initial Document Fee: Included. **Requests for additional or non-standard services may result in additional charges. Monthly Service Charges: The monthly fees charged for each Participant enrolled in the Health FSA & DCAP for any part of the plan year of the Agreement and for 90 days following a participants termination from the Health FSA & DCAP shall be $3.45 per Participant per month, with a minimum monthly fee of $50. Monthly fees will be billed by BPC around the 15th of each month for Provider services performed for the following month, and are due and payable within 21 calendar days. Interest that will not exceed the maximum allowed under Illinois law will be charged on the outstanding balance beginning 30 calendar days after it is billed. Requests for stop -payment or nonpayment of any claims expenses for insufficient funds or any other reason will be billed at the prevailing fee charged by bank or debit card company at the time the request is made or non-payment occurs. Annual Administration Services: Annual New Year data set-up and annual discrimination testing is included. Optional: IRS form 5500 preparation and filing (if required) will be charged at the current applicable rates. Services Included: Employer is responsible for all legal requirements and administrative obligations with regard to the Health FSA & DCAP, except for the following administrative duties (to be performed by BPC): BPC shall make available (by electronic medium or paper copy) a set of master enrollment and reimbursement forms and instructions for fling Participant claims, so the employer can make copies to distribute to all plan participants. Upon payment of additional fees, BPC shall make available other Health FSA & DCAP documents. 2. Upon receiving instructions from Employer with regard to a Participant's change in status or other event that permits an election change under IRS regulations, BPC shall make the requested change in the Participant's election as soon as practicable. 3. Employer shall prepare and submit any Form 5500 unless otherwise agreed upon by both parties in writing and for mutually agreed upon fees. 4. BPC shall assist Employer in preparing nondiscrimination tests for the Health FSA & DCAP when requested. 5. BPC shall disburse any benefit payments that it determines to be due weekly but within no more than one (I) month from the day on which BPC receives the claim. Benefit payments shall be made by check or direct deposit payable to the Participant. Claims of less than $25.00 may be carried forward and aggregated with future claims until the total amount is equal to or greater than $25.00, except that any remaining amount shall be paid after the end of the run -out period for the Plan Year without regard to the $25.00 threshold. In the case of DCAP claims, if the amount of the claim exceeds the amount the Participant has had withheld to date, BPC will hold the claim and make reimbursements as monies are withheld from the Participant's pay. 6. BPC shall notify Participants with regard to any claims that are denied due to inadequate substantiation or data submission and provide an adequate period of time for the Participant to resubmit the claim. BPC shall follow the requirements of ERISA with regard to denial of claims. Services Not Included: BPC is not responsible for any of the following: 1. Employer's compliance with COBRA or compliance with HIPAA with regard to certificates of creditable coverage unless otherwise agreed upon by both parties in writing and for mutually agreed upon fees. 2. Determining if and when an event has occurred under the IRS permitted election change regulations such that a change in election is permitted under the Health FSA or DCAP. 3. Employer is responsible for furnishing Open Enrollment materials, SPDs, and SMMs to Plan Participants as needed. Benefit Planning Consultants, Inc. Provider Service Agreement Appendix B - COBRA Administration Guidelines City of Carmel Capitalized terms used that are not defined have the meanings given in the Agreement. Initial Setup Fee: Waived **Requests for additional or non-standard services may result in additional charges. Monthly Service Fees for BPC Administrative Services: As of the date of this agreement, the monthly fee charged to retain Provider COBRA services shall be $.50 per month per Employee eligible for benefit plans requiring COBRA notification, with a $0.00 Monthly Minimum. Monthly fees will be billed by BPC around the 15`" of each month for the Provider services performed for the following month, and are due and payable within 21 calendar days. Interest will be charged on the outstanding balance beginning 30 calendar days after it is billed. In addition. BPC will keep the 2% administrative fee added to the COBRA premiums paid by the Employer's COBRA participants. Requests for stop -payment or nonpayment of any premiums or expenses for insufficient funds or any other reason will be billed at the prevailing fee charged by bank or debit card company at the time the request is made or non- payment occurs. Optional Services: One-time service: Mail Initial COBRA Notices to Current Employees. One -Time Fee for compliance if Employer had not provided Initial COBRA Notices to current Employees in the past. $2.75 per Employee enrolled in benefit plans subject to COBRA. Decline this service. Please initial here Annual Service: Mailing of annual Open Enrollment Packets for COBRA participants and Qualified Beneficiaries (if elected) will be charged at the current applicable rates. Service will be offered each year prior to open enrollment period. Services Performed by BPC: Employer is responsible for all legal requirements and administrative obligations with regard to COBRA, except for the following administrative duties (to be performed by BPC): 1. BPC shall supply Initial COBRA Notification forms and shall disburse to Plan Participants and spouses. If City of Carmel desires, Employer may do mailing to Plan Participants and spouses. 2. BPC shall send a COBRA Election Notice via First Class Mail United States Postal Service to the Qualified Beneficiary, within 14 days of the notification from Employer, once BPC has been notified of the Qualifying Event. 3. BPC will process all billing and collection of COBRA premiums and forward any COBRA premium payments received to the Employer weekly. 4. BPC will send Premium Shortfall Notice if necessary. 5. BPC will send notice of change in COBRA premium. 6. BPC shall track COBRA participation information. 7. BPC will send Cessation of coverage letters and HIPAA Certificate of Creditable Coverage for the COBRA period. Services Performed by Employer: BPC is not responsible for the following: I. Employer shall be responsible for notifying BPC within 30 days, anytime an employee or employee's spouse elects benefits for the first time. 2. Employer is responsible for furnishing Open Enrollment materials. conversion notices, SPDs. SMMs and documents to Qualified Beneficiaries and COBRA participants as needed. 3. Employer shall provide annual census file of eligible employees to BPC. Benefit Planning Consultants, Inc.