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CLAIMS ADMINISTRATION CONTRACT
By and Between
CITY OF CLERMONT
(the "City")
and
EXECUTIVE RISK CONSULTANTS, INC.
(the "Claims Administrator")
Prepared By:
Maguire, Voorhis & Wells, P.A.
Two South Orange Plaza
Orlando, Florida 32801
407-843-4421
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CLAIMS ADMINISTRATION CONTRACT
TABLE OF CONTENTS
BACKGROUND INFORMATION....................................
ARTICLE I - DEFINITIONS...................................
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
1.14
Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Applicable Rate................................
Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Claims Administrator...........................
COBRA Dependent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contract of Insurance..........................
City. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dependent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eligible Employee..............................
Employee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan...........................................
Plan Administrator........... . . . . . . . . . . . . . . . . . .
Service Fee....................................
2.1
ARTICLE II - EMPLOYMENT OF CLAIMS ADMINISTRATOR...........
Employment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE III - DUTIES AND RESPONSIBILITIES OF THE CLAIMS
ADMINISTRATOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reinsurance and Excess Coverage................
Errors and Omissions Coverage, Fidelity Bond
and Surety Bond................................
Claims Services................................
P Ian Presentation..............................
underwriting Services..........................
General Administration.........................
Abide by Rules, Regulations, policies and
Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maintenance of Existence and Qualification.....
Claims Administrator Insurance.................
Standards for Claims Administrator
Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Matters Not Responsibility of Claims
Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Claims Administrator Not Plan Fiduciary........
i.
Paqe
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2
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ARTICLE IV - DUTIES AND RESPONSIBILITIES OF THE CITY....
4.~
4.2
4.3
Rule., R.qul.~ion., Policies and Procedures....
Service Fee...:................................
at.her Ezp..nses.................................
ARTICLB V - OWNERSHIP or BOOKS, RECORDS AND FILES.........
5.1
5.2
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposition on Termination.....................
ARTICLE VI - CERTAIN PROHIBITED SERVICE COMPANY ACTIVITIES
6.1
6.2
_6.3
Disclosure of Information......................
Impairment of. Plan......... " . . . . . . . . . . . . . . . . . .
Limit.ation. on Prohibitions....................
ARTICLE VII ~ RELIANCE AND POLICY CHANGES.................
7.1
7.2
Reliance by Claims Administrator...............
Policy Changes.................................
ARTICLE VIII - TERM OF AGREEMENT AND TERMINATIOB..........
8.1
8.2
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Termination of Cause...........................
ARTICLB IX - IHD!MIfIFICATION..............................
9.1
~.2
Indemnification of Claim. Administrator........
Indemnification by Claims Adm1ni.tra~or........
ARTICLE X - MISCELLANEOUS.................................
10.1
10.:l
10.3
10.4
10.5
10.6
10.7
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Intir. A<¡reement...............................
Notic... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Governing Law..................................
Succe8.o~ Statute..............................
Li tic¡ation. . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Parti.. in Interest............................
Rule. of Construotion..........................
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CLAIMS ADMINISTRATION CONTRACT
This Claims Administration Contract (the "Agreement") is
made effective January 1, 1993 by and between City of Clermont,
Florida (the "City") and Executive Risk Consultants, Inc., a
Florida corporation (the "Claims Administrator").
BACKGROUND INFORMATION
A. The City 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.
B. The City is authorized to appoint a claims
administrator from time to time as the City deems necessary for
the proper administration of the Plan.
C. 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 ser-
vices to the Plan.
D. It is the desire of the City 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 City 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 "Agreement" means this instrument
including all amendments or restatements hereto.
or
agreement,
1.2 "Applicable Rate" means the dollar amount per Eligible
Employee set forth in Exhibit "A" hereto that is used to compute
the Service Fees of the Claims Administrator.
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 City or from any Contract of Insurance purchased by the
City.
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1.4 "Claims Administrator" means Executive Risk Consul-
tants, Inc., a Florida corporation, or any successor corporation
or entity.
1.5 "COBRA Participant" means any former Eligible Employee
or Dependant of a former Eligible Employee, that was eligible
for, and elected health care continuation coverage under the
applicable provisions of the Public Health Service Act, as
amended or replaced.
1.6 "Code" means the
amended or replaced.
Internal Revenue Code of
1986,
as
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 City.
1.8
"City" means City of Clermont, Florida.
1.9 "Dependent" means an Eligible Employee's spouse, child
under the age of 19, or child under the age of 25 that lS a
full-time student.
1.10 "Eligible Employee" means an Employee who normally
works more than 30 hours a week for the City and has been
credited with ~ months of service to the City.
1.11 "Employee" means any person who is employed by the
City, but excludes any person who is employed as a leased
employee or independent contractor.
1.12 "Plan" means the health benefit Plan of the City as
evidenced by the "master plan of benefits" from time to time
adopted by the City 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 City, unless a person
or committee of persons is designated by the City to administer
the Plan on behalf of the City. In no event shall the Claims
Administrator be the Plan Administrator.
1.14 "Service Fees" mean the ordinary fees payable by the
City to the Claims Administrator for providing to the Plan the
services specified in this Agreement. Such Service Fees are to
be calculated by multiplying the Applicable Rate by the number
of Eligible Employees (as that term is modified in Exhibit "A").
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ARTICLE II.
EMPLOYMENT OF CLAIMS ADMINISTRATOR
2.1 "Employment" . The City hereby employs the Claims
Administrator on behalf of the Plan to perform the services
contemplated by this Agreement, and the Claims Administrator
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) assisting the Plan Administrator in
procuring errors and omissions coverage, fidelity bonds and
surety bonds as set forth in section 3.3; (c) providing claims
services as set forth in Section 3.4; (d) providing services
relative to plan presentation as set forth in Section 3.5; (e)
providing underwriting services as set forth in Section 3.6; (f)
providing general administrative services as set forth in
Section 3.7; (g) abiding by the policies and procedures as set
forth in Section 3.8; (h) maintaining the Claims Administrator's
existence and qualification as set forth in Section 3.9; and (i)
maintaining certain insurance as set forth in Section 3.10.
3.2
Reinsurance and Excess Coverage.
(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 City, 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 obliga-
tions, 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.
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(c) 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 (includ-
ing profit commissions, if applicable) as compensation for the
special services provided by the Claims Administrator in procur-
ing such reinsurance and/or excess health insurance policies.
The Claims Administrator shall disclose the amounts (or computa-
tion of such amounts) of such commissions in a disclosure
notice.
3.3 Errors
Surety Bond.
and
omissions
Fidelity
and
Bond
Coverage,
(a) At the request of the Plan Administrator, 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 City, (i) errors and omissions coverage f
(ii) a fidelity bond, and/or (iii) a surety bond. Each policy
shall be written by an insurer or insurers authorized and
approved to transact insurance business in the State of Florida
and shall be in amounts sufficient to meet the requirements of
the Plan, and any regulations that may be adopted from time to
time by any state regulatory agency or department.
(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 errors and
omissions f surety bond and fidelity bond coverages described
above.
(c) Nothing in this Agreement shall be construed as
prohibi ting the Claims Administrator from receiving from the
insurer or insurers writing such errors and omissions coverage,
fidelity bond and surety bond, ordinary and reasonable commis-
sions as compensation for the special services provided by the
Claims Administrator in procuring such policies or bonds. The
Claims Administrator shall disclose the amounts (or computation
of such amounts) of such commissions in a disclosure notice.
3.4 Claims Services. The Claims Administrator shall
provide the Plan with the claims administration services neces-
sary 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,
Dependents, and the Plan Administrator in completing the
Benefits claim forms;
(e) Coordinating with and responding to the reason-
able 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 City and Plan
Administrator for payment claims for Benefits pursuant to the
Plan and the claims procedures established in the Plan;
(g) Furnishing to each Eligible Employee, COBRA
Dependent and Dependent paid Benefits under the Plan, a summary
and 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
care providers;
verification
Benefits
to
medical
of
(j) Maintaining such accounts for the payment
claims as the Plan Administrator shall direct in writing;
of
(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 City;
(1) Routinely, and as directed by the Plan Adminis-
trator, investigating claims for Benefits;
(m) To the extent necessary, coordinating life, acci-
dental death and dismemberment claims with the insurers
providing such coverages; and
(n) Maintaining
Plan Administrator.
continuing
the
claims
records
for
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The claims services to be provided by the Claims Administrator
under this Agreement shall be (i) in accordance with the provi-
sions of the Plan, (ii) in accordance with such reasonable
rules, regulations and policies as are adopted by the Plan
Administrator, ( 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
Plan.
3.5
Plan Presentation.
The Claims Administrator agrees
to:
(a) Provide such information and materials (including
the swnmary plan description) as are reasonably necessary to
adequately describe and present the Benefits offered by the Plan
to Eligible Employees, COBRA Participants and Dependents.
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 shall be borne by City; 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 applicable provisions of the Public Health
Service Act.
3.6 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 Plan. In provid-
ing 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. 6 shall be construed to obligate the Claims
Administrator to provide actuarial services to the Plan.
3.7 General
agrees to:
Administration.
The
Claims
Administrator
(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;
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(c) As directed by the Plan Administrator and with
the assistance of the Plan'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) 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 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 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 City, the Plan Administrator, Eligible Employees, COBRA
Participants and Dependents desiring to contact the Claims
Administrator;
(g) Provide postage for routine correspondence relat-
ing 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;
(j) 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 Plan at hearings, meetings, and administrative inquiries
involving the financial interests of the Plan; provided,
however, that the Claims Administrator shall not represent the
Plan where representation by an attorney at law is required;
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(1) As directed by the Plan Administrator, provide to
the actuaries employed by the Plan such reports and information
as may reasonably be necessary for such actuaries to express
their professional opinion as ~O the status of the Plan¡
(m) Prepare and pre.en~ ~o the plan Administr.~or all
governmental filings1
(n) To the eztent applicaDle to matters handled by
the Claims Administrator on behalf of the Plan, prepare and
distribute Internal Revenue Service Form 1099 (or other required
form) to the Eligible Employees, COBRA Participants, Dependents
and__m8dical .ervice prov;i.dera1
(0) Provide to the Plan Administrator, within 45 days
of the end of each calendar month, a mon~hly report relative to
a11- Benefits paid under the Plan and a report relative to all
amounts received from each El;i.qiÞle Employee, COBRA Dependent
and Dependent, and
(p) Maintain current name and address listing. (com-
piled from the City's records) of all Eligible Employee., COBRA
participants and Dependent..
(q) Handle COBRA Ac1m1ni.~ration for the City, with
the exception of Premium Collection which will be handled by the
City of Clermont for COBRA participants.
3.8 ~by Rules, Regulations, Pol~eB and Procedures.
In the performance of its duties under this Aqreemen't, the
Claims Administrator shall, Bubjec~ to Article VII of this
Agreement, conduct itself in a manner consistent with the
reasonable policies, procedures, rules and regulations hereto-
fore or h.r8.f~8r established by the plan Admini8~rator.
C1aim:'!àm~:~~e8h~îl ~:;s;:n~i-tg~dda~~a~~~;eeme~~~
and throughout the term of this Agreements
(8) duly authorized to transaat business in the State
of Florida, and
(b) to the extent required by state law, dulyauthor-
ized and approved by the State of Florida to contr.Q~ with 881£-
insurance health Þenefit trusts .. a ..rvice company.
3.10 tJ.Aj.ms Admin~Ato~ I~urance. The Claims Ad¡ninis-
tra~or shall proc\&ra and ma n~ain, at its own ezpan8., any
fidelity bond and errors and omi.aions coverage required by the
law. of the State of Florida.
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3.11 Standards for Claims Administrator Performance. It is
agreed by the Claims Administrator and the City that the quality
of the Claims Administrator's performance of its duties and
responsibilities under this Agreement shall equal (and may
exceed, although the Claims Administrator shall have no liabil-
ity for failing to exceed) the quality of normal performance by
other licensed service companies performing similar duties for
similar plans. In no event shall the Claims Administrator be
held to any higher standard.
3.12 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 Agree-
ment. without limiting the generality of the foregoing, it is
specifically agreed that the Claims Administrator shall not be
expected to perform for the Plan any of the following duties:
(a) Any duties that require the
censed attorney at law;
services of a li-
(b) Any duties that are the
Plan's certified public accountants;
responsibility of
the
(c) Any duties (including, but not limited to,
investment of the monies of the Plan) that would be appropriate
duties of a fiscal agent;
( d) Any duties
Plan's actuaries;
responsibility of
that
are the
the
(e) Any duties relative to utilization management or
utilization review, it being specifically contemplated that the
City will contract with a third party to perform such duties if
the Plan Administrator desires to have such duties performed;
( f) Any duties relative to exercising ultimate
responsibility for the management of the Plan, it being spe-
cifically 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
Ci ty. In no event or circumstance shall this Agreement be
construed to be either an insurance policy or a contract to
insure.
3.13 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.
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ARTICLE IV.
DUTIES AND RESPONSIBILITIES OF THE CITY
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, poli-
cies 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 advice or directions received from the Plan
Administrator in particular cases.
4.2 Service Fees. All Service Fees and other expenses (as
defined in Section 4.3) provided for herein shall be paid by the
City. Such Service 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 first day (or on
or before the next succeeding business day, if the same is not a
business day) of each calendar month (except the first month),
and (b) equal to the Service Fee and other expenses calculated
for the preceding calendar month.
4.3 Other Expenses. The City shall be 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 Plan 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 Plan¡ (iv) claims or losses,
(v) certified public accountant and audit expenses, (vi) actu-
arial expenses, (vii) legal expenses, (viii) fidelity and surety
bond, and errors and omissions coverage premiums; and (ix) plan
presentation costs enumerated in Section 3.5.
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 City¡ but it is
specifically acknowledged and agreed that software programs,
computer programs¡ source codes and other computer software
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items that are utilized by the Claims Administrator are not the
property of the City. All books, records and files of the City
in the possession of the Claims Administrator shall be open for
inspection by the Plan Administrator 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 Service Fees and other expenses (as provided in
Article IV) all applicable books, records and files of the City
in the possession of the Claims Administrator shall promptly be
released or delivered to the Plan Administrator.
Notwithstanding the foregoing, the Claims Administrator shall be
entitled to retain a copy of all applicable books, records and
files of the City (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 of the City 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 COMPANY ACTIVITIES
6.1 Disclosure of Information. During the term of this
Agreement, the Claims Administrator shall not, except with the
consent of the Plan Administrator or in connection with the
performance of its duties under this Agreement, (a) disclose to
any person the name of the City, or (b) utilize any proprietary
information concerning the Plan to the detriment of the Plan and
the City.
6.2 Impairment of Plan. The Claims Administrator shall
not engage in any activity intentionally designed to impair the
City.
6.3 Limitations on Prohibitions. It is acknowledged and
agreed by the City that (a) the Claims Administrator serves and
intends to serve as a service company for other health benefit
plans and trusts, (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 trusts, and (c)
such information having common applicability to many health
benefit plans and trusts, whether or not developed by the Claims
Administrator, shall not be deemed to be proprietary information
of the Plan Administrator and the City.
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ARTICLE VII.
I~LIANCE AND POLICY CHANGES
7.1 Rsliance by Claims Admini.~rator. In the absence of
specific written 1natructions from the Plan Administrator in any
partiQular ca.., the Claims Aåm1nistrator shall be fully
protected in acting or refrain1n9 from acting in aQcordance with
the established rules, requlations, policies or procedures of
the Plan Administrator. The Claims Administrator also shall be
fUllr protected in acting or refraining from acting in
part cular cases in accordance with any specific writ~en
instructions from the Plan Administrator, even ~houOh such
instructions shall be contrary to or inconsistent with the
establish." rule., regulations, polici8. or procedure. of the
Plan Adminiatrator.
7.2 l21icy Changes. It i8 recognized by the parties th~t
it may be necessary or desirable for.the Plan Administrator to
supplement or amend its rules, regulations, policies and proce-
dure8 (1ncludinq those contemplated by Article IV hereof) from
time to time, and that the Plan Administrator has the power to
adopt new or supplemental rules, regulations, policies and
procedure. and to make change. in the existinq rules, requla-
tion8, policies and procedures. Notwithstandinq the foregoinq,
no new or supplemental rules, req\llCL~ionB, policies or
procedures shall be adopted and no change in the 8xistinq rules,
regulations, policies or procedures of the Plan sh511 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 DY law)
without the express written consent of the Claims Administrator
if the effect of such new or supplemental rules I regulations,
policies or procedures or the change in the existing rules,
requlations, policies or procedures is (a) to increase
substan~ially the duties or obligations of the Claims
Administrator I or (b) to otherwi.. materially and adversely
affect the Claims Aàmini8trator.
ARTICLE VIII.
TERM OF AGREEMENT AND TIRMINATIOB
- 8.1 Qeneral. This Agreement ahall become effective as of
the date hereof and shall remain in full force and effect for a
p.riod of three (3) year..
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8.2 Termination for Cause. Either party may terminate this
Agreement for cause by gi ving 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 City
agrees to indemnify and hold the Claims Administrator harmless
from and against all costs, damages, judgments, attorneys' and
paralegals' fees, expenses, obligations and disabilities of any
kind or nature (collectively "All Costs and Liabilities") 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 City 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 Plan Administrator or City.
9.2 Indemnification by Claims Administrator. The Claims
Administrator agrees to indemnify and hold the Plan
Administrator and City harmless from and against All Costs and
Liabilities which occur as a result of a breach of this
Agreement by the Claims 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 contem-
plated 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:
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To Claims Administrator:
Executive Risk Consultants,
260 Wekiva Springs Road
Post Office Box 166007
Altamonte Springs, Florida
Attn: David K. Krauser
Inc.
32716
To City:
City of Clermont
Post Office Box 120219
Clermont, Florida 34712
Attn: Mr. Joseph E. VanZile
To Plan Administrator:
City of Clermont
Post Office Box 120219
Clermont, Florida 34712
Attn: Mr. Joseph E. VanZile
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 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 provision.
10.4 Successor Statutes. Any and all references in this
Agreement to any provision of any statute, regulation, exemption
or other law shall be deemed to refer also to any successor
provision, statute, regulation, exemption or other law.
10.5 Litiqation. In the event of litigation arising from
or relating to this Agreement, the prevailing party shall be
enti tIed to recover from the non-prevailing party its costs,
including without limitation, reasonable attorneys' and
paralegals' fees, at trial and on appeal. Any dispute arising
under this Agreement shall be litigated in trial courts located
in Seminole City, Florida, any objection as to jurisdiction or
venue in such courts being hereby waived.
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10.6 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.
10.7 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 10.7 shall be
construed: (a) to prohibit the Claims Administrator from grant-
ing 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
responsibili ty for performance of the Claims Administrator's
obligations hereunder.
10.8 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 conve-
nience of reference only and shall be disregarded;
(b) All references herein
deemed to include every other gender;
to
any
gender
shall
be
(c) The singular includes the plural and the plural
includes the singular; and
(d) All accounting terms used herein shall be con-
strued in accordance with generally accepted accounting princi-
ples.
CLAIMS ADMINISTRATOR:
City:
CITY OF CLERMONT
EXECUTIVE RISK
CONSULTANTS, INC.
By :fJ~ :/ K I;
~
Title
By:Ø ~/¿¿;~ð
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EXHIBIT "A"
APPLICABLE RATE Foa CALCULATION -
OF SERVICE rllS
The Applicable Rate that shall b. used to compute the
Service '..8 ot Ezecutive Risk Consultants, Inc. under the Claims
Administration Contract (the "Agreement") by and between City of
Cle~ont, Florida and Executive Risk Consultants, Ino. shall be
$10.00 per Eligible Employee. Ezcept as provided below, as used
in this Exhibit "A", the terms "Applicable Rate", "Eliqible
imp~oyee", and "Service Fees" shall have the meaning8 ascribed to
them in the body of the Agreement, except that thi8 E:x:hibi t "A"
completes the meaning of the term "Applicable Rate" by providing
that the Applicable Rate shall be $10.00. For purposes of this
!%hibit A, "Eligible Employee II shall include a former Eligible
Employee (but not his Dependents) that has elected health care
continuation coverage under the Plan in accordance with the
applic&bl~ provision8 of the Public Health Service Aot.
The Administrative Fee outlined above will be guaranteed for
a period of li months.