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

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SECTION 15: ENTIRE AGREEMENT 15.1 Definition. This Agreement, including all Exhibits and Addenda, represents the entire agreement and understandings of the parties hereto and all prior or contemporaneous agreements, understandings, representations and warranties, whether written or oral, in regard to the subject matter hereof, including any proposal document submitted by Claim Administrator to Employer are superseded, except as otherwise provided in this Agreement. In the event of a conflict, the provisions of this Agreement and the Exhibits and Addenda of this Agreement shall prevail. 15.2 Components. The Exhibits and Addenda of this Agreement are: a. Exhibit 1 -Claim Administrator Services b. Exhibit 2-Fee Schedule, Financial Responsibilities& Required Disclosures c. Exhibit 3- Recovery Litigation Authorization d. Exhibit 4-ASO BPA 15.3 Amending. This Agreement shall be amended by mutual written agreement of the parties. Employer acknowledges and agrees that the format of such changes shall be determined by Claim Administrator in its sole discretion, including, but not limited to,the use of a new form of agreement(that replaces this Agreement in its entirety). Notwithstanding the foregoing, any amendments required by law, regulation or order("Law")or by Claim Administrator or the Blue Cross and Blue Shield Association may be implemented by Claim Administrator upon sixty(60) calendar days' prior notice to Employer or such time period as may be required by law. Amendments required by Law shall be effective retroactively, if applicable, as of the date required by such Law. If Employer objects to such amendment within thirty (30) days of receipt of notice of such amendment,the parties shall then engage in good faith negotiations to amend the amendment,to the greatest extent possible. If the parties cannot agree on terms of the amendment in a satisfactory manner, either party shall be allowed to proceed to dispute resolution, as set forth in Section 18. SECTION 16: NOTICE AND SATISFACTION Unless specifically stated otherwise in this Agreement or in any written Exhibit or Addenda thereto, Employer and Claim Administrator agree to give one another written notice (pursuant to Section 19 Notices below) of any complaint or concern the other party may have about the performance of obligations under this Agreement and to allow the notified party ninety (90) days in which to make necessary adjustments or corrections to satisfy the complaint or concern prior to taking any further action with regard to such. SECTION 17: LIMITATIONS; LIMITATION OF LIABILITY No action or dispute shall be brought to recover under this Agreement after the expiration of three (3) years from the date the cause of action accrued, except to the extent that a later date is permitted under Section 413 of ERISA. Liability for any errors or omissions by Claim Administrator (or its officers, directors, employees, agents or independent contractors)in the administration of this Agreement,or in the performance of any duty or responsibility contemplated by this Agreement, shall be limited to the maximum benefits which should have been paid under this Agreement had the errors or omissions not occurred(less Claim Administrator's share of any arbitration expenses incurred), unless any such errors or omissions are adjudged to be the result of intentional misconduct, gross negligence or intentional breach of a duty under this Agreement by Claim Administrator. SECTION 18: DISPUTE RESOLUTION/ARBITRATION 18.1 Initial negotiation. Any dispute arising out of or related to this Agreement shall be resolved in accordance with the procedures specified in this Section 18, which shall be the sole and exclusive procedures for the resolution of any such disputes. All negotiations pursuant to this Section 18 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 18.2 Deferring to arbitration/selecting an arbitrator. In the event the parties fail to agree with respect to any matter covered herein and only after making good faith efforts to resolve any dispute under this Agreement, HCSC IL Gen ASA Med Non ERISA REG Rev.8.16 11 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.