BPC - A WEX Company

PROVIDER SERVICES AGREEMENT

For PCORI Fee Reporting and Compliance

ARTICLE I.

INTRODUCTION

1.1 Effective Date and Term. These terms and conditions govern your use of PCORI Fee Reporting and Compliance Services, provided by Benefit Planning Consultants, Inc. (hereafter “BPC”), as described in this Agreement.  The Agreement shall be effective as of the date the Application is submitted.  The initial term shall be the length of one 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 4.1.

1.2 Scope of Undertaking. This Agreement shall relate solely to the service of calculating PCORI Fees and preparing Form 720 based on Employer-provided information.  It shall not extend beyond that service or interfere with any other service agreements between the Employer and BPC.

 BPC 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 BPC and the Employer be deemed partners, engaged in a joint venture or governed by any legal relationship other than that of independent contractor. BPC does not assume any responsibility for the general policy design of the Plan, the adequacy of its funding, or any act or omission or breach of duty by Employer.

 BPC is not a law firm and shall not provide specific legal advice.  Information provided by BPC shall not be binding on the Employer, who shall maintain final and complete discretion over the Plans and filing of IRS Form 720.  Nor does BPC accepts any fiduciary duties with respect to Employer’s Plans on the basis of this Agreement.

1.3 Definitions.

"Agreement" means this Provider Services Agreement.

"Application" means the online form an Employer must submit to engage BPC for the services described herein.

"Employer" means the organization listed in the Organization field of the online form.

"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. 

"PCORI fees” means the per participant fees imposed by the Affordable Care Act (ACA) to fund the Patient-Centered Outcomes Research Institute.

"Plan” means the HRA or other Group Health Plan to which the Application relates.

ARTICLE II.

RESPONSIBILITIES

2.1 Employer Responsibilities

Employer has the sole and final authority and responsibility for the operation of its Plans and any related tax filings.  Employer must present BPC with the information requested in the Application in a timely, accurate, and complete manner.  This responsibility shall apply equally to every required field of the Application.  Employer shall be responsible for any form preparation errors occurring as a result of any missing, incomplete, or incorrect information provided in the Application. BPC shall rely on the accuracy of the provided information without obligation to verify any details beyond the Employer’s representation.  Information shall be considered timely submitted if the complete Application is received by the deadline stated on the website.

 If subsequent information is requested, the Employer shall be responsible to respond to such requests in a timely, accurate, and complete manner. 

 Employer shall be solely responsible for completion of Form 720, including but not limited to properly executing the form with an authorized signature, and appropriate transmission to the Internal Revenue Service (IRS).  Employer shall be solely responsible for paying any applicable taxes due relative to PCORI fees or other excise taxes related to Form 720. 

 2.2 BPC Responsibilities

BPC shall use reported information, supplemented as needed with any recordkeeping information to which BPC has direct access based on other services rendered on behalf of the Employer, to calculate applicable PCORI Fees and prepare Form 720 which the Employer may, in its full discretion, use in the process of filing Form 720.  BPC shall provide this form within 15 business days of receipt of Application and no later than July 28.  If Application is not timely submitted, BPC may still provide the services described herein, but shall not be responsible to complete services within the timeframes specified above.

 BPC shall not be liable for any fees and penalties assessed by the Internal Revenue Service (IRS), Department of Labor (DOL) or any other government agency arising from the Plan, except in the event that the loss occurs as a direct result of a negligent act or omission on the part of BPC.

 BPC will not complete Form 720 beyond the necessary fields related to PCORI Fees.  Should the Employer need to report additional information on a Form 720, such determination and additional reporting shall be solely the responsibility of the Employer to complete on a separate Form 720.

2.3 Indemnification. Employer shall indemnify BPC 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 services provided pursuant to this Agreement. Employer shall indemnify BPC 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 Plan or Employer is liable.  Employer’s liability shall explicitly include, but not be limited to, any late filing penalties assessed by the IRS as a result of the Employer either requesting the service after the request deadline, or failing to transmit the form to the IRS prior to the submission deadline. 

 BPC 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 BPC in connection with performing its obligations under this Agreement.

ARTICLE III.

PROVIDER COMPENSATION

3.1 Service Charges. The Employer agrees to pay BPC an annual fee of $150.00 for the rendering of the services described in this agreement, or $300.00 for any year in which the Application is submitted on or after July 10 of the year in which the filing is due.  Charges shall be invoiced to the Employer as soon as practical after services are completed.  Fees will be due and payable within 21 calendar days of the date on the invoice.  Interest will be charged on the outstanding balance beginning 30 calendar days after it is billed.

The individual submitting the Application commits the Employer to paying the fees described herein, and therefore is authorized to take such action on behalf of the Employer.

 Should the Employer fail in the first year or any subsequent year of this Agreement to properly provide all necessary information, BPC shall not be reponsible to provide any services described in this Agreement, and Employer shall not be responsible to pay for services not rendered. 

ARTICLE IV.

GENERAL PROVISIONS

4.1 Termination and Extent 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 Plan and/or this Agreement illegal; (ii) the date Employer becomes insolvent, or bankrupt, or subject to liquidation, receivership, or conservatorship; or (iii) the expiration of any need to pay additional PCORI Fees, either due to the expiration of the legal requirement or due to the termination of the Plan.

(b) Optional.  This Agreement may be terminated as of the earliest of the following: (i) by BPC upon the failure of Employer to pay any charges within thirty (30) business days after they are due and payable as provided in Article III; (ii) by BPC upon the failure of Employer to perform its obligations in accordance with this Agreement, (iii) by Employer upon the failure of BPC to perform its obligations in accordance with this Agreement; or (iv) by either Employer or BPC, as of the end of the term of this Agreement, by giving the other party thirty (30) days written notice.

4.2 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.

 4.3 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 6.3.

 4.4 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.

 4.5 Complete Agreement; Governing Law. This Agreement is the full Agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and representations between the parties. This Agreement shall be construed, enforced and governed by the laws of the State of Illinois.