1997-04
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CLAIMS ADMINISTRATION CONTRACT
BY AND BETWEEN
CITY OF CLERMONT
("The "Employer")
and
PCA SOLUTIONS, INC.
(the "Claims Administrator")
.<i(\
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CLAIMS ADMINISTRATION CONTRACT
TABLE OF CONTENTS
Page
BACKGROUND INFORMATION. ...... .................................."............. "".0.........'
ARTICLE I
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1
DEFINITIONS.oo...................o.....................""""""""""0"""'0""""
1
Administrative Fee.............................................o............................,. 1
Agreement.......o......................................"""""""""""""""""0"""" 1
Benefit..............o..................................""'.......0"""""""""""""""'" 2
Claims Administrator.....................................o....0""""""""'0""""'" 2
COBRA Participant........... ............................. 0"""'" """""""""""'" 2
Code.....................................o............""""0""""""""""0"'0""""""" 2
Employer.....o........................................"""""""""""""""0""""""" 2
Contract of Insurance............. """"""""'...0.......................... 0""""'" 2
Dependent......................................o...............0.."""""""""""""""" 2
Eligible Employee. """""""""""""""""""""""'" ......0......... 0......... 2
Employee.........o....................o..o.o.o..o...o.""""""""""""........0..........' 2
Plan............................................o......"""""""""""""""........0....."" 2
Plan Administrator....................................o......,................................ 2
ARTICLE II EMPLOYMENT OF CLAIMS ADMINISTRATOR....................... 2
2.1
Employment....................................................................................,.
2
ARTICLE III DUTIES AND RESPONSIBILITIES OF THE CLAIMS
ADMINISTRATOR..................o......o..............o................................
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3
Genera1............................................................................................,. 3
Reinsurance, Excess Coverage and Ancillary Plan Services............ 3
Claims Services.... ...... ..................... .................... ............................,. 3
Plan Presentation.............................................................................,. 5
Underwriting Services......... ............................."...................... 0"""" 5
General Administration..........o.....................o.................................... 5
Abide by Rules, Regulations, Policies and Procedures..................... 7
Maintenance of Existence and Qualification..................................... 7
Claims Administrator Insurance....... ................................................. 7
Matters Not the Responsibility of Claims Administrator.................. 7
Claims Administrator Not Plan Fiduciary......................................... 8
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ARTICLE IV DUTIES AND RESPONSIBILITIES OF THE EMPLOYER............ 8
4.1
4.2
4.3
Rules, Regulations, Policies and Procedures..................................... 8
Administrative Fees ..................... ............"........... ..... ................. 8
Other Expenses..o...................o..........o............"""""""""""""""'0"" 8
ARTICLE V OWNERSHIP OF BOOKS, RECORDS AND FILES...................... 8
5.1
5.2
Genera1..................................................0..0""""""""""""""""""0."" 8
Disposition on Termination............................... 0"""""""""""""""" 9
ARTICLE VI CERTAIN PROHIBITED SERVICE EMPLOYER ACTIVITIES
6.1
6.2
6.3
9
Disclosure ofInformationo.................................o............................,... 9
Impairment of the Plan ........... """""""""""""'0"""""""""""'" ...... 9
Limitations on Prohibitions....o....................................."'........0......."" 9
ARTICLE VII RELIANCE AND POLICY CHANGES........................................... 9
7.1
7.2
Reliance by Claims Administrator...................................................... 9
Policy Changes...... ......... ........... ......................................... .......... ...,... 10
ARTICLE VIII TERM OF AGREEMENT AND TERMINATION........................ 10
8.1
8.2
General.............o..............................................0"""""""""..0......0.0."'" 10
Termination for Cause............o........................................................0.... 10
ARTICLE IX INDEMNIFICA TION.......................................................................... 10
9.1
9.2
Indemnification of Claims Administrator............................................. 10
Indemnification by Claims Administrator............................................ 11
ARTICLE X MISCELLANEOUS.. """"""""""""""""" ............................. 0 0"'" ..... 11
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Entire Agreement.... ........... .............. ...............0..""""""""""""""""", 11
Notices..............................................."'0""""""""""""""""""""""'" 11
Plan Document.................................................0....................................12
Governing Law.... ....................................."...... ..............................".... 12
Successor Statutes.................... ..... ..........."............................... ............ 12
Litigation...............................................................................................12
Counterparts..........................o............................0..................................12
Parties in Interest............................................................................,.... 12
Rules of Construction............ 0 .............................................................. 12
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CLAIMS ADMINISTRATION CONTRACT
This Claims Administration Contract (the "Agreement") is made effective January 1,
1997 by and between the City of Clermont, a Florida political subdivision (the "Employer") and
PCA Solutions, Inc., a Florida corporation (the "Claims Administrator").
BACKGROUND INFORMATION
The Employer has heretofore elected to provide group health coverage (the "Plan") by
self-funding a portion of the cost of the group health coverage and by securing excess health
insurance coverage for the balance of the cost of the Plan.
The Employer is authorized to appoint a Claims Administrator from time to time as the
Employer deems necessary for the proper administration of the Plan.
The Claims Administrator is a corporation that has the experience and qualifications in
the self-funded health benefit field that are necessary to provide claims administration services to
the Plan.
It is the desire of the Employer to hire and employ the Claims Administrator on behalf of
the Plan to provide the specific services that are necessary or appropriate in the planning,
operation and conduct of the day-to-day business of the Plan.
AGREEMENT
The Employer and Claims Administrator acknowledge the accuracy of the foregoing
Background Information and agree as follows:
ARTICLE I.
DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the following
meanIngs:
1.1 '~dministrative Fee" means the dollar amount per Eligible Employee per month
set forth in Exhibit "A" hereto that is used to compute the ordinary fees payable by the Employer
to the Claims Administrator for providing to the plan the services specified in this Agreement.
Such fees are to be calculated by multiplying the Administrative Fee by the number of Eligible
Employees for the current calendar month (as that term is modified in Exhibit "A").
1.2 "Agreement" means this instrument or agreement, including all amendments or
restatements hereto.
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1.3 "Benefit" means any and all health benefits provided to Eligible Employees,
COBRA Participants and Dependents pursuant to the terms of the Plan and payable from the
assets of the Employer or from any Contract of Insurance purchased by the Employer.
1.4 "Claims Administrator" means PCA Solutions, Inc., a Florida corporation, or any
successor corporation or entity.
1.5 "COBRA Participant" means any former Eligible Employee or Dependent of a
former Eligible Employee, that was eligible for, and elected health care continuation coverage
under applicable provisions of the Consolidated Omnibus Budget Reconciliation Act, as
amended or replaced.
1.6
"Code" means the Internal Revenue Code of 1986, as amended or replaced.
1.7 "Contract of Insurance" means any health insurance policy, whether group or
individual, and including reinsurance or excess health insurance coverage, issued by an insurer as
selected by the Plan Administrator or Employer.
1.8 "Dependent" means an Eligible Employee's spouse, child under the age 25 or as
otherwise defined in the Summary Plan Document.
1.9 "Eligible Emplovee" means an Employee who works 25 hours a week for the
Employer and has satisfied the Employer's employment waiting period which is defined in the
Summary Plan Description and Plan Document for the Health Benefit Plan.
1.10 "Emvlovee" means any person who is employed by the Employer, but excludes
any person who is employed as a leased employee or independent contractor.
1.11
"Emplover" means the City of Clermont, a Florida political subdivision.
1.12 "Plan" means the Health Benefit Plan of the Employer and/or Affiliated
Employer as evidenced by the Summary Plan Description and Plan Document adopted by the
Employer for the purpose of outlining the Benefits to be provided to Eligible Employees,
COBRA Participants and Dependents by the Plan.
1.13 "Plan Administrator" means the Employer, unless a person or committee of
persons is designated by the Employer to administer the Plan on behalf of the Employer. In no
event shall the Claims Administrator be the Plan Administrator for purposes of this Agreement.
ARTICLE II.
EMPLOYMENT OF CLAIMS ADMINISTRATOR
2.1 Emplovment. The Employer hereby employs the Claims Administrator on behalf
of the Plan to perform the services outlined in this Agreement, and the Claims Administrator
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hereby accepts such employment, all on the terms and conditions and for the duration provided in
this Agreement.
ARTICLE III.
DUTIES AND RESPONSIBILITIES OF THE CLAIMS ADMINISTRATOR
3.1 General. During the term of this Agreement, the Claims Administrator shall
provide the administrative services specified herein relative to the day-to-day administration of
the Plan. Such administrative services shall consist of: (a) assisting the Plan Administrator in
procuring one or more Contracts of Insurance for the benefit of the Plan for reinsurance and/or
excess health insurance coverage as set forth in Section 3.2; (b) providing claims services as set
forth in Section 3.3; (c) providing services relative to plan presentation as set forth in Section
3.4; (d) providing underwriting services as set forth in Section 3.5; (e) providing general
administrative services as set forth in Section 3.6; (f) abiding by the policies and procedures as
set forth in Section 3.7; (g) maintaining the Claims Administrator's existence and qualification
as set forth in Section 3.8; and (h) maintaining certain insurance as set forth in Section 3.9.
3.2
Reinsurance. Excess Coverage and Ancillary Plan Services.
(a) The Claims Administrator shall assist the Plan Administrator in securing,
placing and procuring, at the expense of and on behalf of the Plan and the Employer, one or more
Contracts of Insurance for reinsurance and/or excess health insurance coverage written by an
insurer or insurers authorized or approved to transact insurance business in the State of Florida in
amounts sufficient to satisfy the requirements of the Plan.
(b) At the request of the Plan Administrator, and at reasonable times consistent
with the Plan's contractual obligations, the Claims Administrator shall use its best efforts to
assist the Plan Administrator in renegotiating the reinsurance and/or excess health insurance
coverage described above.
(d) Nothing in this Agreement shall be construed as prohibiting the Claims
Administrator from receiving from the insurer or insurers writing such reinsurance or excess
health insurance policies, ordinary and reasonable commissions (including profit commissions, if
applicable) as compensation for the special services provided by the Claims Administrator in
procuring such reinsurance and/or excess health insurance policies. The Claims Administrator
shall disclose the amount (or computation of such amounts) of such commissions in a disclosure
notice.
3.3 Claims Services. The Claims Administrator shall provide the Plan with the
claims administration services necessary for the day-to-day administration of the Plan. Such
claims administration services shall consist of:
(a) Handling claims for Benefits where a liability is asserted which is claimed to
be covered by the Plan;
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(b) Coordinating with the Plan Administrator in the administration and
processing of the claims for Benefits, including without limitation, certifying such claims for
Benefits to the Plan Administrator for payment;
(c)
Providing claims forms to the Plan Administrator;
(d) Assisting Eligible Employees, COBRA Participants, and the Plan
Administrator in completing the Benefits claim forms.
(e) Coordinating with and responding to the reasonable requests of legal
counsel employed by the Plan Administrator to defend liability suits against or on behalf of the
Plan;
(f) Processing and certifying to the Employer and Plan Administrator for
payment, claims for Benefits pursuant to the Plan provisions and the claims procedures
established in the Plan;
(g) Furnishing to each Eligible Employee, COBRA Participant and Dependent,
paid Benefits under the Plan, an explanation of the Benefits paid on his behalf;
(h) Verifying the eligibility of Eligible Employees, COBRA Participants and
Dependents for coverage under the terms of the Plan;
(i)
Providing verification of Benefits to medical care providers;
G) Maintaining such accounts for the payment of claims as the Plan
Administrator shall direct in writing;
(k) Initiating such special investigations of claims for Benefits believed to be
questionable or improper as the Claims Administrator may be directed to initiate by the Plan
Administrator, it being agreed that charges of third party investigators for such special
investigations shall be borne by the Employer;
(1)
Routinely, and as directed by the Plan Administrator, investigate claims for
Benefits;
(m) To the extent necessary, coordinating life, accidental death and
dismemberment claims with the insurers providing such coverages; and
(n) Maintaining continuing claims records for the Plan Administrator. The
claims services to be provided by the Claims Administrator under this Agreement shall be (i) in
accordance with the provisions of the Plan, (ii) in accordance with such reasonable rules,
regulations and policies as are adopted by the Plan Administrator and (iii) in accordance with the
provisions of the Code, and (iv) in accordance with any requirements of any excess health
insurance policies or reinsurance policies issued to the Piano
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3.4
Plan Presentation. The Claims Administrator agrees to:
(a) Provide such information and materials (including the summary plan
description) as are reasonably necessary to adequately describe and present the Benefits offered
by the Plan to Eligible Employees and COBRA Participants. Notwithstanding the foregoing, it is
understood that all such information and materials must be approved in writing by the Plan
Administrator and that such reasonable cost of such printing is included in the initial plan start up
fee; and
(b) Assist the Plan Administrator in the enrollment of Eligible Employees and
Dependents, and communicating their rights to health care continuation coverage to eligible
COBRA Participants; it being expressly acknowledged and agreed that the Plan Administrator
(not the Claims Administrator) shall be responsible for all notices under the health care
continuation provisions of the Consolidated Omnibus Budget Reconciliation Act (COBRA).
3.5 Underwriting Services. The Claims Administrator shall provide underwriting
services for the Plan for the purpose of selecting and pricing risks to be covered by the Plan and
establishing charges for risks covered by the Piano In providing such underwriting services, the
Claims Administrator shall comply with such reasonable underwriting and rating standards as the
Plan Administrator may adopt from time to time. Nothing in this Section 3.5 shall be construed
to obligate the Claims Administrator to provide actuarial services to the Plan.
3.6
General Administration. The Claims Administrator agrees to:
(a) Attend meetings of the Plan Administrator as reasonably directed by the
Plan Administrator from time to time;
(b) As directed by the Plan Administrator, make such reports to the Plan
Administrator relating to matters of concern or general interest with respect to the Plan as are
reasonably requested by the Plan Administrator;
(c) As directed by the Plan Administrator, and with the assistance of the Plan
Administrator's actuaries, advise and assist the Plan Administrator in the development of rates,
rate modifications, Benefit modifications, cost modifications, and the implementation of any
such modifications;
(d) As directed by the Plan Administrator and without thereby undertaking to
perform the duties of the Plan's actuaries, assist the Plan's independent actuaries by providing
the actuaries such information from the Plan's records as may be necessary to permit the Plan's
actuaries to calculate the financial effect on the Plan of the modifications referenced in
subsection (c) above;
(e) If requested by the Plan Administrator, endeavor to provide the Plan
Administrator with sufficient pertinent information to enable the Plan Administrator to evaluate
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the Plan and the Plan's eligibility requirements and, if deemed advisable by the Plan
Administrator, to make changes in such eligibility requirements;
(f) Provide a toll free telephone number for use by the Employer, the Plan
Administrator, Eligible Employees, COBRA Participants and Dependents desiring to contact the
Claims Administrator;
(g)
Provide postage for routine correspondence relating to the Plan;
(h) Provide all required notices to the Plan's reinsurer(s) and excess health
insurance carrier(s), including notice of any modification of the Plan;
(i) Coordinate with the Plan Administrator in carrying out the policies of the
Plan Administrator and providing day-to-day management for the Plan;
G) At the direction of the Plan Administrator, provide to the certified public
accountants selected by the Plan Administrator, such reports and information as may reasonably
be necessary to enable such certified public accountants to prepare the Plan's audited financial
statements and to express their professional opinion as to the financial condition of the Plan;
(k) Upon request of the Plan Administrator, represent the Employer at hearings,
meetings, and administrative inquiries involving the financial interests of the Plan, and before the
Internal Revenue Service, Department of Labor and any regulatory agency or department of the
State of Florida; provided, however, that the Claims Administrator shall not represent the
Employer where representation by an attorney at law is required;
(1) As directed by the Plan Administrator, provide to the actuaries employed by
the Employer such reports and information as may reasonably be necessary for such actuaries to
express their professional opinion as to the financial status of the Plan;
(m) Provide information to assist Plan Administrator in the completion of
Schedule A - 5500 form;
(n) To the extent applicable to matters handled by the Claims Administrator on
behalf of the Plan, prepare and distribute Internal Revenue Service Form 1099 to medical service
providers;
(0) Provide to the Plan Administrator within twenty (20) days of the end of each
calendar month, as agreed upon by the Plan Administrator and the Claims Administrator a
monthly report relative to all Benefits paid under the Plan; and
(P) Maintain current name and address listings (compiled from the Employer's
and Affiliated Employer's records) of all Eligible Employees, COBRA Participants, Dependents,
and Retirees.
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3.7 Abide bv Rules. Regulations. Policies and Procedures. In the performance of its
duties under this Agreement, the Claims Administrator shall, subject to Article VII of this
Agreement, conduct itself in a manner consistent with the reasonable policies, procedures, rules
and regulations heretofore or hereafter established by the Plan Administrator.
3.8 Maintenance of Existence and Qualification. The Claims Administrator shall
be, as of the date of this Agreement, and throughout the term of this Agreement:
(a)
duly authorized to transact business in the State of Florida; and
(b) to the extent required by state law, duly authorized and approved by the
State of Florida to contract with self-insurance health benefit plans as a service company.
3.9 Claims Administrator Insurance. The Claims Administrator shall procure and
maintain, at its own expense, any fidelity bond and errors and omissions coverage required by
the laws of the State.
3010 Matters Not Responsibility of Claims Administrator. The Claims Administrator
undertakes in this Agreement to perform only such duties as are specifically set forth in this
Agreement. Without limiting the generality of the foregoing, it is specifically agreed that the
Claims Administrator shall not be expected to perform for the Employer any of the following
duties:
(a)
Any duties that require the services of a licensed attorney at law;
(b)
Any duties that are the responsibility of the Employer's certified public
accountants;
(c) Any duties (including, but not limited to, investment of the monies of the
Employer) that would be appropriate duties of a fiscal agent;
(d)
Any duties that are the responsibility of the Employer's actuaries;
(e) Any duties relative to utilization management or utilization review, it being
specifically contemplated that the Employer will contract with a third party to perform such
duties if the Employer desires to have such duties performed;
(f) Any duties relative to exercising ultimate responsibility for the management
of the Plan, it being specifically agreed that such responsibility and duties rest with the Plan
Administrator;
(g) Any duties of an insurer, reinsurer or excess insurer, it being specifically
acknowledged that the Claims Administrator does not insure or underwrite the liability of the
Employer under the Plan. In no event or circumstance shall this Agreement be construed to be
either an insurance policy or a contract to insure.
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3.11 Claims Administrator Not Plan Fiduciary. Nothing in this Agreement shall be
construed as an undertaking by the Claims Administrator to serve as a plan "fiduciary" unless
such status shall be automatically conferred on the Claims Administrator by operation of law.
ARTICLE IV.
DUTIES AND RESPONSIBILITIES OF THE EMPLOYER
4.1 Rules. Regulations. Policies and Procedures. The Plan Administrator shall have
the right (subject to Section 7.2 of this Agreement) to adopt (or revise) rules, regulations, policies
and procedures for the guidance of the Claims Administrator in performing its duties under this
Agreement. In the absence of rules, regulations, policies or procedures established by the Plan
Administrator, the Claims Administrator shall be entitled to use and rely upon its normal
operating procedures or its best judgment in performing its duties in respect of the services
provided hereunder to the Plan, subject, however, to any specific advise or directions received
from the Plan Administrator in particular cases.
4.2 Administrative Fees. All Administrative Fees and other expenses (as defined in
Section 4.3) provided for herein shall be paid by the Employer. Such Administrative Fees and
other expenses shall be payable to the Claims Administrator in monthly installments, each such
installment to be (a) payable on or before the tenth day of each calendar month and (b) equal to
the Administrative Fee times the number of Eligible Employees calculated for the current
calendar month
4.3 Other EXDenses. The Employer and Affiliated Employers shall be jointly and
severally liable for all other expenses of operating the Plan, except for expenses directly relating
to the performance by the Claims Administrator of its obligations under this Agreement. The
other expenses to be paid by the Employer (unless paid by the Employer and/or Affiliated
Employers) shall include, but not be limited to, (i) excess health insurance and/or reinsurance
premiums, (ii) taxes and assessments, if any, imposed by law, (iii) any fees or other sums payable
to persons providing utilization management or utilization review services to the Employer (iv)
claims or losses, (v) certified public accountant and audit expenses, (vi) actuarial expenses, (vii)
legal expense, (viii) fidelity and surety bond, and errors and omissions coverage premiums for
coverages insuring the Employer.
ARTICLE V.
OWNERSHIP OF BOOKS. RECORDS AND FILES
5.1 General. The Claims Administrator shall maintain and retain on behalf of the
Plan Administrator custody of the books, records and files of the Plan for the duration of this
Agreement. Such books, records, and files of the Plan shall remain the exclusive property of the
Employer but it is specifically acknowledged and agreed that software programs, computer
programs, source codes and other computer software items that are utilized by the Claims
Administrator are not the property of the Employer. All books, records and files of the Plan in
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the possession of the Claims Administrator shall be open for inspection by the Plan
Administrator or Trustee during regular business hours.
5.2 Disposition on Termination. If this Agreement expires or is terminated as
provided in Article VIII hereof, then upon payment of all Administrative Fees and other
expenses (as provided in Article IV) all applicable books, records and/or files of the Plan in the
possession of the Claims Administrator shall promptly be released or delivered to the Plan
Administrator (or to the Employer's designated successor service Employer) at the Plan
Administrator's expense. Notwithstanding the foregoing, the Claims Administrator shall be
entitled to retain a copy of all applicable books, records and files of the Plan and the Trust
(including, without limitation, computer tapes or records of such items) for a period of two years
from the date of termination; at the end of such two year period, the copy of such books, records
and files ofthe Plan and Trust so retained by the Claims Administrator shall either be returned to
the Plan Administrator or shall be destroyed by the Claims Administrator.
ARTICLE VI.
CERTAIN PROHIBITED SERVICE EMPLOYER ACTIVITIES
6.1 Disclosure of Information. During the term of this Agreement, the Claims
Administrator shall not, except with the consent of the Employer and/or Affiliated Employer or
in connection with the performance of its duties under this Agreement, (a) disclose to any person
the names of the Employer and Affiliated Employers, or (b) utilize any proprietary information
concerning the Plan to the detriment of the Plan.
6.2 Impairment Qj the Plan. The Claims Administrator shall not engage in any
activity intentionally designed to impair the Plan.
6.3 Limitations on Prohibitions. It is acknowledged and agreed by the Employer that
(a) the Claims Administrator serves and intends to serve as a service Employer for other health
benefit plans, (b) many of the policies and procedures to be recommended to or utilized by the
Plan Administrator have been developed by the Claims Administrator and have general
applicability to many health benefit plans, and ( c) such information having common applicability
to many health benefit plans, whether or not developed by the Claims Administrator, shall not be
deemed to be proprietary information of the Employer.
ARTICLE VII.
RELIANCE AND POLICY CHANGES
7.1 Reliance bv Claims Administrator. In the absence of specific written instructions
from the Plan Administrator in any particular case, the Claims Administrator shall be fully
protected in acting or refraining from acting in accordance with the established rules, regulations,
policies or procedures of the Plan Administrator. The Claims Administrator also shall be fully
protected in acting or refraining from acting in particular cases in accordance with any specific
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written instructions from the Plan Administrator, even though such instructions shall be contrary
to or inconsistent with the established rules, regulations, policies or procedures of the Plan
Administrator.
7.2 Policv Changes. It is recognized by the parties that it may be necessary or
desirable for the Plan Administrator to supplement or amend its rules, regulations, policies and
procedures (including those contemplated by Article IV hereof) from time to time, and that the
Plan Administrator shall have the power to adopt new or supplemental rules, regulations, policies
and procedures and to make changes in the existing rules, regulations, policies and procedures.
Notwithstanding the foregoing, no new or supplemental rules, regulations, policies or procedures
shall be adopted and no change in the existing rules, regulations, policies or procedures of the
Plan shall be made (other than such new or supplemental rules, regulations, policies or
procedures or such changes to existing rules, regulations, policies and procedures as may be
required by law) without the express written consent of the Claims Administrator if the effect of
such new or supplemental rules, regulations, policies or procedures or the change in the existing
rules, regulations, policies or procedures is (a) to increase substantially the duties or obligations
of the Claims Administrator, or (b) to otherwise materially and adversely affect the Claims
Administrator.
ARTICLE VIII.
TERM OF AGREEMENT AND TERMINATION
8.1 General. This Agreement shall become effective January 1, 1997 and shall
remain in full force and effect until the first anniversary hereof. On the first anniversary of this
Agreement and on each anniversary thereafter this Agreement shall be automatically renewed on
the terms and conditions herein set forth for a successive one year period unless at least ten (10)
days prior to the renewal date either party shall provide the other party with written notice
terminating this Agreement as of the renewal date. Notwithstanding, the parties may agree at the
end of the term of this agreement and/or upon nonrenewal, to continue this agreement for claims
run-out services; such claims run-out services are not included in the services provided under this
agreement and the Claims Administrator shall notify the Employer of the fees payable for run-
out services
8.2 Termination for Cause. Either party may terminate this Agreement for cause by
giving written notice thereof to the other party. Such notice shall specify the cause, shall state
the termination date and shall be sent by certified mail, return receipt requested to the other party
at the notice address specified in Section 10.2 of this Agreement. The termination date shall not
be less than thirty (30) days from the date of mailing the termination notice.
ARTICLE IX.
INDEMNIFICATION
9.1 Indemnification of Claims Administrator. The Employer and Affiliated
Employers (to the extent permitted by law) agree to indemnify and hold the Claims
Administrator harmless from and against all costs, damages, judgments, attorneys' fees,
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expenses, and obligations which the Claims Administrator may incur or sustain in connection
with or arising from this Agreement or any court action arising hereunder, provided such action
is not determined to have resulted primarily from a breach of this Agreement by the Claims
Administrator. Without limiting the foregoing indemnification, the Employer, (to the extent
permitted by law) agrees to indemnify and hold the Claims Administrator harmless from and
against all costs and liabilities which the Claims Administrator may incur or sustain as a result of
disclosing any medical information or Benefit claims information to the Employer, Affiliated
Employers, or the Plan Administrator.
9.2 Indemnification bv Claims Administrator. The Claims Administrator agrees to
indemnify and hold the Employer, Affiliated Employers and the Plan Administrator harmless
from and against all costs and liabilities which occur as a result of a breach of this Agreement by
the Claims Administrator or from any act, error, omission, or commission which is performed
outside the expressed rules, regulations and policies ofthe Plan or the Plan Administrator.
ARTICLE X.
MISCELLANEOUS
10.1 Entire Agreement. This Agreement contains all of the terms agreed upon
between the parties with respect to the subject matter hereof. No amendment or modification of
this Agreement shall be valid or binding on either party hereto unless made in writing and fully
executed by both parties.
10.2 Notices. All notices provided for herein or contemplated hereby shall be in
writing and shall be deemed to have been duly given when sent postage prepaid by certified mail
return receipt requested, to the parties at the following addresses:
To Claims Administrator:
PCA Solutions, Inc.
P. O. Box 166007
Altamonte Springs, FL 32716
Attn.: Nancy Blastic, Corporate Counsel
To Employer:
City of Clermont
1 Westgate Plaza
Clermont, Florida 34711
Attn.: Joseph Van Zile
To Plan Administrator:
City of Clermont
1 Westgate Plaza
Clermont, Florida 34711
Attn.: Joseph Van Zile
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Any person may change such notice address for all purposes by providing notice as aforesaid to
the other parties specifying the new notice address.
10.3 Plan Document. In the event of a conflict in the definitions as used in this
Agreement and between the Summary Plan Description and Plan Document, the Summary Plan
Description and Plan Document shall prevail.
lOA Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Florida, without regard to principles of conflicts of laws, and all
provisions hereof shall be administered according to the laws of that state. In case any provision
of this Agreement shall be or become invalid, such fact shall not affect the validity of any other
provlSlon.
10.5 Successor Statutes. Any and all references in this Agreement to any provision of
the Code or Act, or any statute, regulation, exemption or other law shall be deemed to refer also
to any successor provision, statute, regulation, exemption or other law.
10.6 Litigation. In the event of litigation arising from or relating to this Agreement,
the prevailing party shall be entitled to recover from the non-prevailing party its costs, including
without limitation, reasonable attorneys' fees, at trial and on appeal. Any dispute arising under
this Agreement shall be litigated in trial courts located in Seminole County, any objection as to
jurisdiction or venue in such courts being hereby waived.
10.7 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which constitute one and the same Agreement.
10.8 Parties in Interest. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their successors. Neither party shall be entitled to assign its
rights or obligations under this Agreement to any other party; provided, however, that nothing in
this Section 10.8 shall be construed: (a) to prohibit the Claims Administrator from granting any
lender a security interest in any receivables of the Claims Administrator due pursuant to this
Agreement, (b) to prohibit the Claims Administrator from delegating its duties under this
Agreement to such persons or entities satisfactory to the Plan Administrator, as the Claims
Administrator may properly deem necessary to the efficient performance of its responsibilities
under this Agreement, or (c) to prohibit the Claims Administrator from assigning this agreement
to any corporate affiliate of the Claims Administrator as long as such assignment does not relieve
the Claims Administrator of ultimate responsibility for performance of the Claims
Administrator's obligations hereunder.
10.9 Rules of Construction. In construing the terms of this Agreement, it is agreed by
the parties hereto that:
(a) All Article and Section headings are for convenience of reference only and
shall be disregarded;
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(b) All references herein to any gender shall be deemed to include every other
gender;
(c)
The singular includes the plural and the plural includes the singular; and
(d) All accounting terms used herein shall be construed in accordance with
generally accepted accounting principles.
IN WITNESS WHEREOF, the parties hereto have executed this Claims Administrator
Contract this I r¡~ day of T OJ) (LtLÎ <-( 199 1-.
"CLAIMS ADMINISTRATOR"
"EMPLOYER"
PCA Solutions, Inc.
Ci@_~
By' ¿J/ ~
Title JIJ1 \J 0 r
By: D.~O\~
Title:
(Corporate Seal)
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EXHIBIT" A"
APPLICABLE RATE FOR CALCULATION
OF ADMINISTRATIVE FEES
The Rate that shall be used to compute the Administrative Fees of PCA Solutions, Inc.
under the Claims Administrator Contract (the "Agreement") by and between the City of
Clermont and PCA Solutions, Inc. shall be $12.00 per Eligible Employee and Eligible Employee
with dependent coverage per month.
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