Legal ACA Form

LEGAL ACA FORM

This ACA Compliance and Attestation Agreement (the Agreement) is made and entered into as of Effective Date: by and between Employer Name: , Employer EIN: , Entity Type: Corporation LLC Partnership Sole Proprietor Other: , Address: (Employer), and Service Provider Name: , Tax ID: , Address: (Provider).

RECITALS

WHEREAS, Employer is subject to federal requirements applicable to employer-sponsored health coverage and seeks to satisfy obligations concerning the offer of minimum essential coverage and required reporting for Plan Year beginning and ending ;

WHEREAS, Provider is retained to assist Employer with compliance-related services, including but not limited to administration, collection of employee eligibility data, and preparation of reports and attestations necessary for Employer to satisfy its obligations; and

WHEREAS, the parties intend by this Agreement to allocate responsibilities, establish reporting and recordkeeping procedures, and set forth the Employer's attestation concerning offers of coverage and related certifications.

NOW THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Applicable Large Employer" means an employer that meets the statutory threshold for offering coverage to full-time employees. "Minimum Essential Coverage" means medical coverage sufficient to meet applicable statutory and regulatory standards for plan years in question. "Plan Year" means the period beginning on and ending on .

2. EMPLOYER ATTESTATION

Employer hereby attests that, for the Plan Year identified above, Employer is an Applicable Large Employer: Yes No. Employer further attests that it has offered or will offer Minimum Essential Coverage to at least the minimum percentage of full-time employees as required by law and will maintain documentation substantiating offers of coverage, employee eligibility determinations, and any reliance on affordability safe harbors.

Employer certifies that it will timely provide Provider with accurate employee census data, hours of service records, and other information reasonably necessary for Provider to prepare reports and attestations. Employer acknowledges that incomplete or inaccurate information may result in reporting errors for which Employer retains ultimate responsibility.

3. PROVIDER OBLIGATIONS

Provider shall: (a) use commercially reasonable efforts to prepare and deliver attestation materials and draft reporting consistent with instructions received from Employer and applicable statutory and regulatory requirements; (b) maintain records of all data received and reports prepared for a minimum of four (4) years or such longer period as required by law; and (c) advise Employer of any material inconsistencies or omissions in Employer-provided data.

Provider does not guarantee that any particular reporting position will prevent assessment of penalties by any authority. Provider's services are limited to those expressly set forth in this Agreement.

4. REPORTING, RECORDS AND AUDIT COOPERATION

Employer shall retain all original records supporting eligibility, offers of coverage, and hours of service. Upon reasonable request, Employer will provide Provider with access to such records and shall cooperate with any audit, examination, or inquiry by relevant authorities. Provider shall reasonably assist Employer in responding to written requests for supporting documentation in connection with reporting obligations.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has the full corporate or lawful power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and performance of this Agreement have been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

6. INDEMNIFICATION

Employer shall indemnify, defend and hold harmless Provider and its affiliates and their officers, directors and employees from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Employer's breach of its representations, warranties or covenants, or Employer's provision of inaccurate or incomplete information.

Provider shall indemnify and hold Employer harmless for liabilities arising from Provider's willful misconduct or gross negligence in performing the services described herein; provided, however, that Provider's liability for any claim shall be limited to direct damages and shall not include consequential, incidental or punitive damages except as required by law.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given upon receipt.

8. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and representations, whether written or oral.

11. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding for all purposes.

CERTIFICATION

Each party certifies that the information provided in connection with this Agreement is true, accurate and complete to the best of its knowledge and that it shall maintain records necessary to substantiate the positions reflected in any attestation or report prepared hereunder. Each party acknowledges that deliberate falsification of required records or statements may subject the submitting party to penalties under applicable law.

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