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EXHIBIT E
COBRA ADMINISTRATION
RECITALS
WHEREAS, the County has requested Businessolver to furnish certain COBRA administrative services as set forth in the applicable
Exhibit A, Pricing and Fees attached hereto for one or more employee benefit programs for which Businessolver is currently
providing other technical services pursuant to the Contract entered into by and between County and Businessolver.
WHEREAS, County has independently concluded that it is required to perform certain duties under the Health Plan Provisions of
the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), 26 U.S.C. Section 4980B; and 29 U.S.C. Section 1161
et seq., as may be amended (the “regulations”). This COBRA Administration Exhibit explains the services Businessolver will
perform to assist County in meeting its obligations under the COBRA continuation requirements as an agent of the plan
administrator.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises herein, and other good and valuable
consideration it is agreed as follows:
ARTICLE 1. SERVICES
Section 1.1. Services. Businessolver shall provide County COBRA Administration Services ("COBRA Services") as
described in Exhibit B, Scope of Work; Exhibit C, Requirements; Exhibit D, Roles and Responsibilities; and Exhibit H Service
Level Agreement.
ARTICLE 2. RESPONSIBILITIES
Section 2.1. Initial Notification. Businessolver is responsible for the initial notification of all covered or newly covered
active employees and dependents of their continuation rights. County is responsible for providing Businessolver with names and
current addresses of any covered or newly covered active employees and spouses, except where the information is available to
Businessolver through the Contract with the County.
Section 2.2. Qualifying Events. County shall update the Benefitsolver system electronically of the following qualifying
events within five (5) days after the plan administrator receives notice of the qualifying event: a) Death of a covered employee; b)
Termination of employment of a covered employee (for reasons other than gross misconduct) or reduction in the employee’s hours
that causes a loss of coverage under the plan, and County shall be solely responsible for determining whether or not an employee
has been terminated for gross misconduct under the provision of COBRA; c) Divorce/legal separation of covered employees; d)
Covered employee becoming entitled to benefits under Title XVIII of the Social Security Act (Medicare); e) Dependent children
who cease to be covered as a "dependent" under the terms of County health plan; and f) Additional events, which includes any
other event resulting in a covered employee and/or dependent becoming qualified to continue coverage under the provisions of
COBRA, as subsequently amended. Notwithstanding the foregoing, if County is the plan administrator, County shall have thirty
(30) days after the qualifying event to notify Businessolver of (a), (b), (d), and, if applicable, (f).
Section 2.3. Terms and Conditions. County is responsible for notifying Businessolver in writing of the terms and conditions
of the health plan(s) under which a Qualified Beneficiary, as defined by COBRA regulations, is covered, including but not limited
to: a) Carrier Information, including name and address of each carrier and any change thereto; b) Coverage Date. Effective date of
coverage for each Qualified Beneficiary, except where the information is available to Businessolver through the Enrollment and
Eligibility Services provided to County; c) premium rate(s) and any change(s) thereto; d) actuarially calculating applicable premium
(as defined in COBRA) for each self-funded plan. County shall bear the total expense for computing this premium.
Section 2.4. Employee Address. County is responsible for providing the last known address of each employee and covered
dependent who is entitled to COBRA.
Section 2.5. Notices in Writing. County shall provide Businessolver with thirty (30) days prior written notice of any change
in carrier(s), benefit(s), coverage(s) or premium rate(s). Businessolver shall NOT be responsible for the payment or collection of
any additional premium for which adequate prior notice was not received.
Section 2.6. Compliance with Laws. Businessolver shall perform the COBRA Services with respect to the Plan in
accordance with a reasonable good faith interpretation of the federal COBRA and HIPAA requirements (but only to the extent that
COBRA and HIPAA administrative services are included in the COBRA Services). Except for such responsibilities assumed by
Businessolver in Exhibit B, Scope of Work; Exhibit C, Requirements; Exhibit D, Roles and Responsibilities; and Exhibit H, Service
Level Agreement, County will be responsible (i) for compliance with all laws and governmental regulations affecting its business
and (ii) for any use County may make of the COBRA Services to assist it in complying with such laws and governmental
regulations.
Section 2.7. Notice of Material Events. Businessolver agrees that it will provide the County with written notice of any of
the following events to the extent Businessolver reasonably determines they could have a negative impact on the ability of
Businessolver to fulfill its duties and obligations under this Contract: a) lawsuits against Businessolver; b) regulatory complaints
against Businessolver; c) final judgments or orders; d) settlements of disputes; e) labor unrest in its workplace; f) material damage
to its premises, building, systems or software; and g) material changes in Businessolver’s operational controls and procedures,
systems, ownership or subcontractor arrangements.
ARTICLE 3. LIMITATIONS OF LIABILITY
Section 3.1. Liabilities. Businessolver shall NOT be liable for any federal or state tax or penalty of any nature which may
be imposed under any law or regulation that was caused by the County’s negligence, delay or breach of this Contract, Exhibit E.
Businessolver agrees to hold harmless and indemnify County for any Department of Labor or Internal Revenue Service excise
taxes or penalties pertaining to a failure under COBRA caused by negligence or willful misconduct of Businessolver in performance
of the COBRA Services.
Section 3.2. County COBRA Services Indemnity. County shall only indemnify, defend and hold Businessolver harmless
from and against any and all liabilities, claims, penalties, damages, forfeitures, suits, and the costs and expenses incident thereto
(including the costs and expenses of defense, settlement and reasonable attorneys’ fees), arising from or claimed to have arisen
from actions Businessolver performs in connection with COBRA Services pursuant to County’s procedures, any County data
supplied by County or any instruction, request or representation of County, and except to the extent such liability claims, damages,
costs or expense arise from the negligence, willful misconduct or breach of this Contract, Exhibit E, by Businessolver.
Businessolver shall be under no duty to review any such procedures, County data, instructions, requests or representations of
County.
Section 3.3. COBRA SERVICES Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN OR IN THE SCOPE OF COBRA SERVICES, COUNTY EXPRESSLY ACKNOWLEDGES THAT BUSINESSOLVER
IS NOT THE "ADMINISTRATOR" OR "PLAN ADMINISTRATOR" AS DEFINED IN SECTION 3(16)(A) OF ERISA AND
SECTION 414(g) OF THE CODE, RESPECTIVELY, NOR IS BUSINESSOLVER THE "NAMED FIDUCIARY" WITHIN THE
MEANING OF ERISA, AND COUNTY SHALL NOT REQUEST OR OTHERWISE REQUIRE BUSINESSOLVER TO ACT
AS SUCH. IT IS THE INTENT OF THIS CONTRACT THAT BUSINESSOLVER SHALL NOT EXERCISE ANY
DISCRETIONARY AUTHORITY OR DISCRETIONARY CONTROL RESPECTING MANAGEMENT OF ANY PLAN OR
MANAGEMENT OR DISPOSITION OF ANY PLAN ASSETS. BUSINESSOLVER SHALL NOT RENDER INVESTMENT
ADVICE FOR A FEE OR OTHER COMPENSATION, DIRECT OR INDIRECT, WITH RESPECT TO ANY MONIES OR
OTHER PROPERTY OF ANY PLAN, NOR DOES BUSINESSOLVER HAVE ANY AUTHORITY OR RESPONSIBILITY TO
DO SO. BUSINESSOLVER HAS NO DISCRETIONARY AUTHORITY OR DISCRETIONARY RESPONSIBILITY IN THE
ADMINISTRATION OF THE PLAN(S). THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT
BUSINESSOLVER WILL NOT BE DEEMED TO BE PROVIDING LEGAL OR TAX ADVICE TO COUNTY AS A RESULT
OF PROVIDING COBRA SERVICES.
Section 3.4. BUSINESSOLVER COBRA SERVICES INDEMNITY. CONSISTENT WITH THE FOREGOING
PROVISIONS, BUSINESSOLVER SHALL ONLY INDEMNIFY, DEFEND AND HOLD COUNTY HARMLESS FROM AND
AGAINST ANY AND ALL LIABILITIES, CLAIMS, PENALTIES, DAMAGES, FORFEITURES, SUITS, AND THE COSTS
AND EXPENSES INCIDENT THERETO (INCLUDING THE COSTS AND EXPENSES OF DEFENSE, SETTLEMENT AND
REASONABLE ATTORNEYS’ FEES), ARISING FROM THE NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF
THIS EXHIBIT E BY BUSINESSOLVER.