MANAGED SERVICES AGREEMENT

This Services Agreement (this Agreement) is made by and between Interactive Health
LLC, (d/b/a ACA TRACK) with offices located at 995 N. Pontiac Trail (P.O. Box 1285), Walled Lake,
MI 48390, a n d B l u e C h i p T a l e n t w i t h o f f i c e s l o c a t e d a t 4 3 2 5 2 W o o d w a r d
A v e . , S u i t e 2 4 0 , B l o o m f i e l d H i l l s , M I 4 8 3 0 2 (Client).
The Client wishes to enter into a managed services relationship with ACA TRACK with the
terms and conditions set forth in this Agreement, and ACA TRACK is willing to accept such a
relationship.
In consideration of and in reliance upon the previous paragraph and the terms and
conditions contained in this Agreement, the Client and ACA TRACK agree as follows:
1.

Engagement

The Client engages ACA TRACK as a Healthcare Reform compliance managed services
vendor as stated in this Agreement and ACA TRACK accepts this engagement. During the time that
ACA TRACK is performing services for the Client under this Agreement, and for all purposes
outlined in this document, ACA TRACKs status will be that of an independent contractor of the
Client.
2.

Term and Termination

The Effective Date of this Agreement is November 1, 2016. The term of ACA TRACKs
engagement under this Agreement (the Consulting Period) will begin as of the Effective Date and
will remain in effect for three (3) years from the Effective Date. The Services Period will be
automatically extended for an additional year on each anniversary of the Effective Date. Either party
may terminate this Agreement by giving the other party at least ninety (90) days written notice of its
intent to terminate. In the event such termination is effective during the Services Period (including any
renewed Services Period), Client shall be responsible to ACA TRACK for any services performed prior
to the date of termination and any concierge data management fees remaining in the contract. ACA
TRACK shall be responsible to Client to continue to provide services until the date of termination of
this Agreement.
3.

Services

ACA TRACK will provide Affordable Care Act (ACA) administration services to the Client
and will provide support to its customers, employees, representatives, agents and contractors as
to such matters as more fully described in Exhibit A attached to this Agreement and incorporated
herein. ACA TRACK will perform other services as the Client and ACA TRACK mutually agree in
writing. ACA TRACK SHALL ONLY GUARANTEE THE TIMELINESS OF ITS FILING
SERVICE WITH THE IRS AS SET FORTH HEREIN IF INITIAL REQUISITE DATA FILE IS
RECEIVED ON OR BEFORE NOVEMBER 10, 2015.

4.

Obligations

Subject Matter Expertise. ACA TRACK will provide baseline subject matter
expertise, which will be applied to its technology. Employer-specific data management consulting,
ACA consulting and IRS reporting, when needed, is a separate and distinct service which will be
billed for separately.
(a)

Passwords. Client may be given the opportunity to register on our secure, file
transmission website. Accordingly, Client will receive login names and passwords for their specific
use of ACA TRACK services. Client/Customer will use commercially reasonable efforts to keep
login names and passwords confidential and will be responsible for all uses of password and
account. Client/Customer is responsible for all activity occurring under Client/Customer's
Authorized User accounts and shall abide by all applicable local, state, national and regulations in
connection with Client/Customer's use of the ACA TRACK Services. Each party will treat the login
names and passwords as confidential information under this Agreement. Each party will immediately
notify the other party any unauthorized use of Client/Customers login names and passwords or any
other known or suspected breach of security related to this Agreement.
(b)

5.

Compensation

A concierge data management fee of $1,500.00 is required prior to the inception of any
employer- specific work and shall be charged at each anniversary date.
IRS REPORTING
Subject to any changes as may be mutually agreed by the parties, ACA TRACK shall receive,
as compensation $1.00 per employee per month for its on-going 1094-C and 1095-C administration.
PEPM rates for IRS reporting 1094-C and 1095-C shall be charged on each employee that receives a
1095-C form from the start of the reporting period. ACA TRACK charges $2.50 per form for
printing and mailing of the 1095-C to each employee one time.
6.

Performance and Scope

Reliance. In the performance of its duties, ACA TRACK may rely upon, and will have
no obligation to independently verify the accuracy, completeness, or authenticity of, any written
instructions or information provided to ACA TRACK by the Client, its clients or their designated
representatives and reasonably believed by ACA TRACK to be genuine and authorized by the
Client. ACA TRACK will not determine eligibility of employees, tracking of hours, OR who is
eligible to receive a 1095-C form. ACA TRACK will only complete 1094-C and 1095-C IRS
reporting based on the data the employers provides ACA TRACK.
(a)

(b)
No Practice of Law. ACA TRACK will not be obligated to perform, and the Client
will not request performance of, any services which may constitute unauthorized practice of law. The
Client will be solely responsible for obtaining any legal advice, review or opinion as may be
necessary to ensure that its own conduct and operations, including the engagement of ACA TRACK
under the scope and terms as provided herein, conform in all respects with applicable State and

Federal laws and regulations (including ERISA, the Internal Revenue Code, State and securities
laws and implementing regulations) and, to the extent that the Client has foreign operations, any
applicable foreign laws and regulations.
Subcontractors. ACA TRACK may cause another person or entity, as a subcontractor
of ACA TRACK, to provide some of the services required to be performed by ACA TRACK
hereunder.
(c)

(d) Acknowledgements. In connection with ACA TRACKs services under this Agreement,
Client agrees that the compensation payable to ACA TRACK is solely for the services set forth under
this Agreement, including Exhibit A. Any additional administrative, claims representative or other
services (collectively, Additional Services) will be governed by the terms of a separate agreement
covering the Additional Services.
7.

Confidentiality

Client Information. ACA TRACK recognizes that certain confidential information

may be furnished by the Client to ACA TRACK in connection with its services pursuant to this
Agreement (Confidential Information). ACA TRACK agrees that it will disclose Confidential
Information only to those who, in ACA TRACKs reasonable determination, have a need to know such
information. Confidential Information will not include information that (i) is in the possession of ACA
TRACK prior to its receipt of such information from the Client, (ii) is or becomes publicly
available other than as a result of a breach of this Agreement by ACA TRACK, or (iii) is or can
be independently acquired or developed by ACA TRACK without violating any of its obligations
under this Agreement. However, disclosure by ACA TRACK of any Confidential Information
pursuant to the terms of a valid and effective subpoena or order issued by a court of competent
jurisdiction, judicial or administrative agency or by a legislative body or committee will not
constitute a violation of this Agreement.
(a)

HIPAA Privacy. If applicable, ACA TRACK and the Client will each comply with any
prohibitions, restrictions, limitations, conditions, or other requirements to the extent they apply to
them directly or indirectly pursuant to the Health Insurance Portability and Accountability Act of 1996
(HIPAA) and its implementing regulation concerning privacy of individually identifiable health
information as set forth in 45 CFR Parts 160-164, as amended from time to time. Where required,
the Client, as a representative of the health plans and ACA TRACK will enter into a separate
Business Associate Agreement.
(b)

8.

Intellectual Property Ownership

ACA TRACK alone shall own all right, title and interest, including all related intellectual
property rights, in and to, the ACA TRACK Services and related documentation and derivative
works. Any suggestions, ideas, enhancement requests, feedback, recommendations or other
information provided by Customer or any other party relating to the ACA TRACK services shall also
be owned by ACA TRACK. ACA TRACK reserves any and all rights not expressly granted in this
Agreement.

9.

Indemnification Rights and Limitation of Liability

Indemnification. Each party (Indemnifying Party) will promptly defend, indemnify

and hold the other party (Client and its clients Indemnified Party) harmless from and against any
and all claims, suits, actions, liabilities, losses, expenses or damages which the Indemnified Party may
incur as a result of any violation by the Indemnifying Party of any law, or any loss or expense to the
Indemnified Party caused by the misrepresentation, negligent act or omission, or any breach of any
of the Indemnifying Partys obligations under this Agreement.
(a)

(b)
Limitation of Liability. Notwithstanding any other term or provision of this
Agreement, each party shall only be liable for actual damages incurred by the Client, and shall not
be liable for any indirect, consequential or punitive damages. This provision applies to the fullest
extent permitted by applicable law.
10.

Warranty & Disclaimer

(a)
Each party represents and warrants that it has the legal power and authority to enter
into this Agreement.
(b)
ACA TRACK represents and warrants that (a) the ACA TRACK Services, related
documentation and/or derivative works will be performed in a professional and workmanlike manner
and by qualified personnel (b) the ACA TRACK Services, related documentation and/or
derivative works do not include malicious or hidden mechanisms or code for the purpose of
damaging or corrupting Client/Customers software, hardware, networks and systems (c) and the
ACA TRACK Services, related documentation and/or derivative works does not infringe on any
third party intellectual rights. ACA TRACK will indemnify and hold harmless Client/Customer
from and in relation to any and all liability, loss, costs, damages or expense, including
reasonable attorneys, solicitors or legal fees and costs, resulting from or arising out of any
third party claim alleging that the ACA TRACK Services, related documentation and/or
derivative works thereof breach or allegedly breach of intellectual property rights of any third
party.
(c)
THE ACA TRACK SERVICES AND ALL CONTENT IS PROVIDED TO
CLIENT/CUSTOMER STRICTLY ON AN "AS IS" BASIS BASED ON DATA PROVIDED BY
CLIENT. ACA TRACK MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO
THE QUALITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE DATA PROVIDED
BY CLIENT. ACA TRACK WILL NOT DETERMINE ELIGIBILITY, FULL TIME STATUS
OR WHO RECEIVES A 1095-C FORM. ACA TRACK WILL RELY SOLELY ON
EMPLOYER TO DETERMINE ELIGIBILITY AND WHICH EMPLOYEES RECEIVE THE
IRS 1095-C.
11.

Internet Delays and Force Majeure

(a) ACA TRACKs servers may be subject to limitations, delays and other problems inherent
in the use of the Internet. ACA TRACK is not responsible for any delays, delivery failures, or other
damage resulting from such Internet problems.
(b) Neither party will be liable to the other by reason of any failure in performance of this
Agreement if the failure arises out of the unavailability of electronic or other communications

facilities or energy sources, acts of God, acts of the other party, acts of governmental authority, fires,
strikes, delays in transportation, riots, terrorism, war, or causes beyond the reasonable control of that
party.
12.

Notices

Any notices, requests and other communications pursuant to this Agreement will be in
writing and will be deemed to have been duly given, if delivered in person or by courier or sent
by express, registered or certified mail, postage prepaid, addressed as follows:
If to Blue Chip Talent

ATTN: Lisa Cona

Blue Chip Talent
43252 Woodward Ave., Suite 240
Bloomfield Hills, MI 48302

If to ACA TRACK:

ATTN: Todd Covert

ACA TRACK
995 N. Pontiac Trail
Walled Lake, MI 48390

Either party may, by written notice to the other, change the address to which notices to such
party are to be delivered or mailed.
13.

Assignment

ACA TRACK has the right to fully assign this contract at is discretion. ACA TRACK further
warrants that it has the full right and authority to transfer said contract. In the event of an
assignment, ACA TRACK will use its best efforts to ensure the assigned party has the knowledge,
skills, and tools to meet the obligations set forth in this contract. Assignee shall be entitled to all
monies remaining to be paid under the contract, which rights are also assigned hereunder.
14.

Miscellaneous

(a)
Severability. The various provisions and sub provisions of this Agreement are
severable and if any provision or sub provision or part thereof is held to be unenforceable by any
court of competent jurisdiction, then such enforceability will not affect the validity or enforceability
of the remaining provisions or sub provisions or parts thereof in this Agreement.
(b)
Entire Agreement; Amendment. This Agreement, including all exhibits hereto,
constitutes the entire agreement between the parties and supersedes all prior agreements and
understandings, whether oral or written, between the parties regarding the subject matter hereof. This
Agreement may be modified or amended only by a written instrument executed by both parties.
(c)
Governing Law; Rule of Construction. This Agreement will be construed,
interpreted and enforced in accordance with the laws of the State of Michigan without giving effect
to the choice of law principles thereof or any canon, custom or rule of law requiring construction
against the drafter.

(d)
Successors. This Agreement shall be binding upon and shall inure to the benefit of
all assigns, transferees and successors in the interest of the parties hereto.
(e)
Counterparts. This Agreement may be executed by the parties in several
counterparts, each of which shall be deemed to be an original copy.
(f)
Survival of Provisions. Sections 2, 5, 7, 8, 9, 13 and 14 will survive the
termination of this Agreement.

The remainder of this page intentionally left blank.

IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement to be duly
executed on the date first written above.
Blue Chip Talent
By:
Name: Lisa Cona
Title: Director of Human Resources

ACA TRACK
By:
Name: Todd Covert
Title:Executive Vice-President

EXHIBIT A
SCOPE OF MANAGED SERVICES
Subject to any changes and additions as may be mutually agreed by the parties in writing, availability and
delivery of data from the client, insurance carrier, and other third party vendors, ACA TRACK will provide the
following services:

ACA TRACK Services:

Completed 1094-C e-filing form and submission to the US Treasury via AIR system.
Completed 1095-C for each eligible employee which includes all series code calculations for line
14 & 16.

Printing and mailing of the 1095-C to each form recipient.

Call center to for employee questions, re-prints and enrollment verification.

Concierge Data Management & Implementation

ACA TRACK will format all employer data files

ACA TRACK will provide a detailed gap analysis of the missing data required for IRS

reporting.

ACA TRACK will monitor and manage the monthly upload of the required data and

document variances in the month over month data.