R2016-136 BlueCross BlueShield Administration of Group Health Benefit Plan 2017

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eligibility, rescission or clarity of Employer's Plan language will be referred to Employer for review and final determination. Covered Persons who choose to appeal adverse determinations with Employer after exhaustion of all remedies offered by Claim Administrator will also be referred to Employer. In addition, Claim Administrator may provide other types of reviews related to the Plan. 5.4 External Review Coordination. Claim Administrator may coordinate, and Employer shall pay for, external reviews by Independent Review Organizations("IROs")as described in Exhibit 1 and/or the most current ASO BPA, but in no event shall IROs be considered subcontractors of Claim Administrator under this Agreement. SECTION 6: INDEMNIFICATION 6.1 The parties acknowledge and agree that(a) Claim Administrator does not insure or underwrite the liability of Employer under the Plan and has no responsibility for designing the terms of the Plan or the benefits to be provided thereunder, and (b) Employer retains the ultimate responsibility for claims under or related to the Plan and all expenses incident to the Plan, except as specifically undertaken in this Agreement by Claim Administrator. 6.2 Claim Administrator indemnifies Employer. Claim Administrator hereby agrees to indemnify and hold harmless Employer and its directors, officers and employees against any and all loss, liability, damages, penalties and expenses, including reasonable attorneys' fees, or other cost or obligation resulting from or arising out of claims, lawsuits, demands, settlements or judgments with respect to this Agreement resulting from or arising out of any acts or omissions of Claim Administrator or its directors, officers or employees(other than acts or omissions of Claim Administrator done at Employer's direction)which have been adjudged to be (i)grossly negligent, dishonest,fraudulent or criminal or(ii) in material breach of the terms of this Agreement. 6.3 Employer indemnifies Claim Administrator. Employer agrees to indemnify and hold harmless Claim Administrator and its directors, officers and employees against any and all loss, liability, damages, fines, penalties, taxes and expenses, including attorneys' fees and costs, or other cost or obligation resulting from or arising out of claims, lawsuits, demands, governmental inquiries or actions, settlements or judgments brought or asserted against Claim Administrator in connection with the design or administration of the Plan, including but not limited to(a)the Plan's grandfathered health plan status, if applicable, (b)the Plan's exempt plan status, if applicable, (c) any provision of inaccurate information to Claim Administrator, and (d) selection of Employer's Essential Health Benefits benchmark for the purpose of ACA; unless the liability therefor was the direct consequence of the acts or omissions of Claim Administrator or its directors, officers or employees (other than acts or omissions of Claim Administrator done at Employer's direction)and the acts or omissions are adjudged to be(i)grossly negligent, dishonest,fraudulent or criminal or(ii) in material breach of the terms of this Agreement. SECTION 7: AUDIT RIGHTS 7.1 Employer audits Claim Administrator. During the term of this Agreement and within one hundred eighty (180)days after its termination, Employer or an authorized agent of Employer(subject to Claim Administrator's reasonable approval) may, upon at least ninety(90) days prior written notice to Claim Administrator, conduct reasonable audits of records related to Claim Payments and Net Claim Payments to verify that Claim Administrator's administration of the covered health care benefits is performed according to the terms of this Agreement. The audit must be free of bias, influence or conflict of interest. Contingency fee based audits are deemed to have an inherent conflict of interest and will not be supported by Claim Administrator.Audit samples will be limited to no more than three hundred(300)Claims. If a pattern of errors is identified in an audit sample, Claim Administrator shall also identify Claims with the same errors and will reprocess such identified Claims in accordance with Claim Administrator policies and procedures. Notwithstanding anything in this Agreement to the contrary, in no event will Claim Administrator be obligated to reprocess Claims or reimburse Employer for alleged errors based upon audit sample extrapolation methodologies or inferred errors in a population of Claim Payments and Net Claim Payments. Employer will be responsible for all costs associated with the audit. Employer will reimburse Claim Administrator for any reasonable personnel time in excess of eighty (80) person-hours required to support audits conducted during the term of this Agreement. Employer will reimburse Claim Administrator for all reasonable expenditures necessary to support audits conducted after termination of this Agreement.All such audits shall be subject to Claim Administrator's then current external audit policy HCSC IL Gen ASA Med Non ERISA REG Rev.8.16 7 Proprietary and Confidential Information of Claim Administrator Not for use or disclosure outside Claim Administrator,Employer,their respective affiliated companies and third party representatives,except with written permission of Claim Administrator.