Agenda 07/26/2011 Item #16E57/26/2011 Item 16.E.5.
EXECUTIVE SUMMARY
Recommendation to award and authorize the Chairman to sign a contract with
Allegiance, Inc. for Group Health Third Party Administration Services in the amount
of $690,976 annually.
OBJECTIVE: To provide group health claims administration services to the Collier County Group
Health Plan through the award of a contract to Allegiance, Inc. for Group Health Third Party
Administration Services effective January 1, 2012.
CONSIDERATIONS: The Board of Commissioners through the Risk Management Department
offers a comprehensive group insurance program to its employees and their eligible dependents.
The program includes a partially self- funded group health insurance plan also known as the
"Plan ".
In order to properly manage the Plan, the County employs the services of a professional third
party claims administration company to adjudicate claims. In addition, the vendor provides
services which include HIPAA and COBRA administration services, flexible spending account
services, dependent care reimbursement account services, health reimbursement account
services and access to preferred provider networks as needed. Since 2000, the County has
utilized Meritain, Inc., formerly known as CBSA, for these services. The existing agreement will
expire on December 31, 2011.
Since 2000, the County has been part of a local healthcare purchasing group known as the Collier
County Healthcare Consortium (the CCHCC). The Consortium consists of the County, the
Sheriff's Office, the District Schools and the NCH Healthcare System and encompasses 22,100
lives. The mission of the group is to work together to address healthcare cost issues common to
each employer through joint purchasing where possible and through the adoption of common
administrative processes designed to reduce overhead and improve efficiency.
The Consortium members decided to jointly release an RFP through the Purchasing Department
of the District School Board to determine if a joint purchase could provide best value through
lower cost and improved services. The RFP required that proposers provide two price proposals
consisting of a standalone proposal for each member and a proposal that included pricing should
two or more members choose to select a particular vendor. Willis, Inc., who serves as the benefits
and actuarial consultant to the four Consortium members prepared the RFP and oversaw the
process.
Proposals were received on April 8, 2011 at the Purchasing Department Offices of the District
Schools. Nine firms submitted proposals. Willis prepared an initial ranking of firms by price and
presented the information to the Consortium for the purpose of preparing a short list of firms for
interview. The consensus of the group was to narrow the list to six firms consisting of IMS,
Meritain, Allegiance, Wells Fargo, FSAI, and Web TPA. Face to face interviews were conducted
on April 28`h and 291". Once the interviews were completed, each Consortium member prepared a
final short list of firms for their individual review. Collier County's list included Meritain, IMS,
Allegiance, and Web TPA.
On May 5, 2011, Risk Management staff conducted additional
systems and administrative processes of IMS. Allegiance,
Consortium members performed similar reviews of their sho rt
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interviews to review the information
and Web TPA. The other three
listed firms. Of particular concern
7/26/2011 Item 16.E.5.
was the issue of each firm's ability to successfully implement a seamless program transition with
minimal disruption to covered members and network providers should their firm be selected.
Although the commencement date of service is January 1, 2012, the transition to a new vendor
would begin immediately upon the execution of the contract in July, 2011.
Once each Consortium member completed its interviews, a list of the final firms was submitted
and Willis requested best and final price proposals from each firm. These final price proposals
were compiled and presented to the Consortium on May 27, 2011. Allegiance presented the
lowest price proposal. The final price proposals for Collier County were as follows:
1. Allegiance- $690,976 per year subject to actual enrollment.
2. Meritain- $786,625 per year subject to actual enrollment.
Staff completed final reference checks on both current and former clients of Allegiance. These
reference checks included a review of the quality of services but also each firms' experience with
regard to program transition. The results of the reference checks were overwhelmingly positive.
Staff recommends that the Board award a contract to Allegiance, Inc. based upon the following
findings.
1. Allegiance proposed the lowest price.
2. Allegiance presented superior standard, ad hoc reporting and information management
capabilities.
3. Allegiance is better positioned to support the County's wellness program and its
associated health plan design through data analysis and population management
capabilities.
4. Allegiance will open a local claims office should two or more employers choose them as
their claims servicing company.
5. Allegiance will provide an onsite claims advocate with the ability to adjudicate claims
onsite if necessary.
6. Allegiance can accept online electronic enrollment and is also offering a comprehensive
benefits enrollment platform at no cost should the County desire to use it.
7. Allegiance presented a detailed transition plan to assure minimal disruption to covered
members and network providers.
8. The reference checks of both current and former clients of Allegiance were highly
positive.
A three year agreement with the option to renew for two additional one year periods has been
reviewed by the Purchasing Department and is included as part of this request for approval. The
commencement date of the agreement is January 1, 2012. At the time of this submission, the
NCH Healthcare System and Collier County Government are recommending the selection of
Allegiance. The District School Board and the Sheriff's Office are finalizing their selection.
FISCAL IMPACT: The annual fees paid to Allegiance, Inc. will be approximately $690,976 per
year based upon current enrollment. Funds are budgeted within Fund 517, Group Health and Life
for this purpose. This compares to current fees of $787,400 and is a reduction of $96,424.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with
this item.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney's Office,
requires majority vote, and is legally sufficient for Board action. — CMG
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7/26/2011 Item 16.E.5.
RECOMMENDATION: That the Board awards a contract to Allegiance, Inc. for Group Health
Third Party Administration Services and authorizes the Chairman to execute an Agreement for
services after review by County Attorney.
PREPARED BY: Jeff Walker, CPCU, ARM, Director, Risk Management
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7/26/2011 Item 16.E.5.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.5.
Item Summary: Recommendation to award and authorize the Chairman to sign a contract
with Allegiance, Inc. for Group Health Third Party Administration Services in the amount of
$690,976 annually.
Meeting Date: 7/26/2011
Prepared By
Name: WalkerJeff
Title: Director - Risk Management.Risk Management
7/8/2011 9:07:14 AM
Submitted by
Title: Director - Risk Management.Risk Management
Name: WalkerJeff
7/8,2011 9:07:16 AM
Approved By
Name: SmithKristen
Title: Administrative Secretary,Risk Management
Date: 7/12/2011 4:04:57 PM
Name: WoodLvn
Title: Contracts Specialist,Purchasing K General Services
Date: 7/12'2011 4:27:05 PM
Name: CarnellSteve
Title: Director - Purchasing /General Services. Purchasing
Date: 7/13COI1 10:18:35 AM
Name: PriceLen
Title: Administrator - Administrative Services.
Date: 7/13'2011 259:40 PM
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Name: GreeneColleen
Title: Assistant County Attomey,County Attorney
Date: 7 /14/2011 2:02:53 PM
Name: KlatzkowJeff
Title: County Attome).
Date: 7/14/20114:26:34 PM
Name: StanleyTherese
Title: Management/Budget Analyst, Senior.Office of Management R Budget
Date: 7/18/2011 2:30:58 PM
Name: SheffieldMichael
Title: Manager- Business Operations, CMO
Date: 7/18/2011 3:16:27 PM
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7/26/2011 Item 16.E.5.
7/26/2011 Item 16.E.5.
11.5729 "Third Party Administrator for Health Benefits"
ADMINISTRATIVE SERVICES
AGREEMENT
THIS Administrative Services Agreement (hereinafter "Agreement "), effective forthethirty -six (36) month period beginning January 1, 2012,
and ending December 31, 2014, and may be renewed for two (2) additional one (1) year periods as mutually agreed by the parties in
writing, is entered into by COLLIER COUNTY GOVERNMENT, a political subdivision of the State of Florida, Collier County, Naples
(hereinafter referred to as the "Plan Sponsor "). and ALLEGIANCE BENEFIT PLAN MANAGEMENT, INC., a corporation duly organized and
existing under the laws of the State of Montana (hereinafter referred to as the "TPA ").
WHEREAS, the Plan Sponsor sponsors self- funded employee welfare benefit plans (the "Plan"),
WHEREAS, the Plan Sponsor desires to make available a program of health care benefits under the Plan,
WHEREAS, the Plan Sponsor wishes to contract with an independent third party administrator to perform certain administrative services
with respect to the Plan as described herein,
WHEREAS, the TPA desires to contract with the Plan Sponsor to perform certain administrative services with respect to the Plan as
described herein. and
THEREFORE. in consideration of the promises and mutual covenants contained herein, the Plan Sponsor and the TPA enter into this
Agreement for administrative services for the Plan.
ARTICLE I: DEFINITIONS
For the purposes of this Agreement, the following words and
phrases have the meanings set forth below, unless the context
clearly indicates otherwise and, wherever appropriate, the singular
,hall include the plural and the plural shall include the singular.
1.1 "Claim" means each bill, invoice, claim form or other
document representing a request for payment for medical,
dental or vision services, which is received by the TPA.
Each such documentwill be considered to be one "claim ",
regardless of the number of itemized lines on the
document and regardless of whether the document is a
duplicate of previous documents or whether the services
indicated on the document are eligible for coverage under
the applicable Plan.
1.2 "Claimant" means a Covered Person or entity on behalf of
a Covered Person, submitting expenses for payment or
reimbursement from the Plan.
1.3 "Claims Payment Account" means an account utilized by
the Plan Sponsor for payment or reimbursement for
Covered Services, which account balances shall
constitute assets of the Plan Sponsor and not the Plan.
1.4 "COBRA" means the Consolidated Omnibus Budget
Reconciliation Act of 1985 or the Public Health Service
Act, as amended, together with all regulations applicable
thereto.
Health Care Provider or the Covered Person, void of any
omissions of pertinent information, coordination of
benefits or liability issues, in a form satisfactory to TPA
and with sufficient documentation to substantiate the
claim for benefits under the Plan that is necessary or
required according to industry standards or requirements
in order for the TPA to make a determination of benefits
under the Plan.
1.7 "Covered Person' is a person who is properly enrolled
and entitled to benefits from the Plan.
1.8 "Covered Services" means the care, treatments, services
or supplies described in the Plan Document as eligible for
payment or reimbursement from the Plan.
1.9 "Creditable Coverage" means health or medical coverage
under which a Covered Person was covered prior to
enrollment under this Plan which prior coverage was
under any of the following'.
1.5 "COBRA Participant" means any person who is properly
enrolled for and entitled to benefits from the Plan policy,
pursuant to COBRA continuation coverage.
1.6 "Complete Claim" means a claim for benefits for a
Covered Person that has been submitted by a licensed
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ALLEGIANCE BENEFIT PLAN MANAGEMENT, IN-
(a) A group health plan,
(b) Health Insurance coverage;
(c) Part A. Part B or Part C of Title XVIII of the
Social Security Act (Medicare)',
(d) Title XIX of the Social Security Act, other than
coverage consisting solely of benefits under
§1928 (Medicaid),
(e) Chapter 55 of Title 10, United States Code
(active military and CHAMPUS),
(f) A medical care program of the Indian Health
Service or a tribal organization,
(g) A state health benefits risk pool,
(h) A health plan offered under Chapter 89 of Title 5.
United States Code (Federal Employee Health
Benefits):
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(i) A public health plan; or
Q) A health benefit plan under §5(e) of the Peace 121
Corps Act.
(k) A state Childress Health Insurance Program
(CHIP).
1.222
110 "Employer" means the Plan Sponsor and any successor
organization or affiliate of such Employer which assumes
the obligations of the Plan and this Agreement.
1.11 " ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, together with all
regulations applicable thereto.
1.12 "Fee Schedule" means the listing of fees or charges for
services provided under this Agreement. This Fee
Schedule may be modified from time to time in writing by
the mutual agreement of the parties. The Fee Schedule is
contained in Appendix A and is a part of this Agreement.
1.13 "Flexible Benefits Plan" for the Employees of Plan
Sponsor, means the Flexible Benefits Plan which the Plan
Sponsor has established pursuant to the Plan Document.
114 "Health Care Providers" means physicians, dentists,
hospitals, or other health care practitioners or health care
facilities that are duly licensed and authorized to receive
payment or reimbursement for Covered Services in
accordance with the terms of the Plan.
1.15 "HIPAA" means the Health Insurance Portability and
Accountability Act of 1996, as amended, togetherwith all
applicable regulations thereto.
1.16 "Medical Expense Reimbursement Plan' (hereinafter
referred to as the health reimbursement arrangement or
HRA Plan) means a healthcare expense reimbursement
plan within the meaning of Section 105 of the Internal
Revenue Code of 1986, as amended. and regulations
issued thereunder,
1.17 "Paid Claims" means claims for benefits under the Plan
that have been processed for payment by the TPA, have
been funded in U.S. Dollars by the Plan or the Plan
Sponsor, and for which payment or electronic payment
has been issued and transmitted to the Claimant or
assignee.
1.18 "Plan' means the self- funded health and welfare benefit
plan which is the subject of this Agreement and which the
Plan Sponsor has established pursuant to the Plan
Document.
1.19 "Plan Administrator' means the person or entity, including
an insurance company, designated by the Plan Sponsor
to manage the Plan and make all discretionary decisions
regarding Plan terms and managing Plan assets.
7/26/2011 Item 16.E.5.
"Plan Participant` is any employee, retiree or COBRA
beneficiary who is properly enrolled and eligible for
benefits under the Plan.
"Plan Year" means the twelve -month period of time
beginning with the effective date of the Plan as specified
in the Plan Document.
1.23 "Qualified Beneficiary' means a Covered Person under
the Plan Sponsor's Plan. who is eligible to continue
coverage under the Plan policy in accordance with the
applicable provisions of Title X of COBRA or §609(a) of
ERISA regarding Qualified Medical Child Support Orders,
or in accordance with any similar applicable state law.
Qualified Beneficiary also means a child born to, adopted
or placed for adoption with a Participant or former
Participant, who is a COBRA participant,, at any time
during active COBRA continuation coverage of that
Participant or former Participant.
1.24 "Qualifying Event" means.
(a) With respect to an eligible Participant
1_ The termination (other than by reason of gross
misconduct) of the covered Participants
employment: or
2. The reduction in hours of the covered
Participants employment causing the
Participant to become ineligible for coverage.
(b) With respect to covered Dependents:
1.20 "Plan Document' means the instrument or instruments
that set forth and govern the duties of the Plan Sponsor
and eligibility and benefit provisions of the Plan which
provide for the payment or reimbursement of Covered 1.25
Services.
1. Death of the covered Participant:
2. Termination of the covered Participant's
employment;
3. Reduction in hours of the covered Participants
employment causing the Participant to become
ineligible for coverage:
4. The divorce or legal separation of the covered
Participant from his or her spouse:
5. The covered Participant's entitlement to
Medicare: or
6. A covered Dependent child ceases to be a
Dependent as defined by the Plan.
(c) Qualifying Events for retired Participants, for purposes
of this section, are
Bankruptcy, if the covered Participant retired on
or before the date of any substantial elimination
of group health coverage due to bankruptcy.
(d) Qualifying Events for the Dependents of retired
covered Participants,. for purposes of this section,
are:
Bankruptcy, if the Dependent was a covered
Dependent of a covered retiree on or before the
day before the bankruptcy Qualifying Event.
"Stop Loss or Excess Loss Insurance" means an
insurance policy obtained by the Plan orthe Plan Sponsor
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to provide coverage for individual claims at a specified
stop loss limit and /or group claims at an aggregate stop
loss limit that are incurred and paid during a defined
period of time by the insurance policy.
1.26 "Summary Plan Description" means the document that
describes the terms and conditions under which the Plan
operates.
1.27 "Utilization Management' means the evaluation of medical
necessity and appropriateness of the use of health care
services, procedures, and facilities utilized by a Covered
Person under the terms of the Plan.
1.28 "Working Days' shall mean a regular business day, which
is not a recognized federal or banking holiday, and
specifically excluding any Saturday or Sunday.
ARTICLE II. RELATIONSHIP OF THE PARTIES
2.1 The Plan Sponsor acknowledges that the TPA is an
independent contractor for purposes of this Agreement.
As such, the TPA is not an agent or employee of the Plan
Sponsor and does not assume any liability or
responsibility for any breach of duty or act of omission by
the Plan Sponsor. The Plan Sponsor delegates to the
TPA only non - discretionary authority with respect to
assisting Plan Sponsor in the development, maintenance
and administration of the Plan as specifically described in
this Agreement. Any function not specifically delegated
by Plan Sponsor to, and agreed to be assumed by the
TPA in writing pursuant to this Agreement shall remain the
sole responsibility ofthe Plan Sponsor. The Plan Sponsor
shall retain all discretionary authority, control and
responsibility for the operation and administration of the
Plan.
2.2 The parties acknowledge that:
(a) This is a contract for administrative services only
as specifically set forth herein,
(b) The TPA shall not be obligated to disburse more
in payment for Claims or other obligations
arising under the Plan than the Plan Sponsor
shall have made available in the Claims
Payment Account:.
c) This Agreement shall not be deemed a contract
of insurance under any laws or regulations. The
TPA does not insure, guarantee or underwrite
the liability of the Plan Sponsor under the Plan.
The TPA has no responsibility and the Plan
Sponsor has total responsibility for payment of
Claims under the Plan and all expenses
incidental to the Plan; and
7/26/2011 Item 16.E.5.
2.3 Except as specifically set forth herein, this Agreement
shall inure to the benefit of and be binding upon the
parties hereto and their respective legal successors
provided, however, that neither party may assign this
Agreement without the prior written consent of the other,
which consent shall not be unreasonably withheld.
2.4 Dispute Resolution. Prior to the initiation of any action or
proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a
good faith effort to resolve any such disputes by
negotiation. The negotiation shall be attended by
representatives of both parties with full decision- making
authority and by Plan Sponsor's staff person who would
make the presentation of any settlement reached during
negotiations to Plan Sponsor for approval.
Failing resolution, and prior to the commencement of
depositions in any litigation between the parties arising
out of this Agreement, the parties shall attemptto resolve
the dispute through Mediation before an agreed -upon
Circuit Court Mediator certified by the State of Florida. The
mediation shall be attended by representatives of TPA
with full decision - making authority and by Plan Sponsor's
staff person who would make the presentation of any
settlement reached at mediation to Plan Sponsor s board
for approval.
Should either party fail to submit to mediation as required
hereunder, the other party may obtain a court order
requiring mediation under Section 44.102, Fla. Stats.
Any suit or action brought by either party to this
Agreement against the other party relating to or arising
out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which
courts have sole and exclusive jurisdiction on all such
matters.
2.5 It is agreed by the parties to this Agreement that any cause
of action brought by either party to this contract must be
made within five (5) years of the date of occurrence of any
alleged breach, infraction or dispute. or within five (5) years
of the termination date of this Agreement, whichever occurs
first, in compliance with Section 95.11, Florida Statutes.
2.6
(d) The TPA is not the plan administrator, plan
sponsor or plan fiduciary and the Plan Sponsor
will not identify the TPA or any of its affiliates as 2,7
such. The Plan Sponsor acknowledges and
agrees that it is the plan sponsor, plan
administrator and named fiduciary as such terms
are defined by ERISA, or other applicable law.
The Plan Sponsor acknowledges and agrees that the TPA
will not be deemed to be a legal or tax advisor for the Plan
or the Plan Sponsor as a result of the performance of its
duties under this Agreement. The TPA makes no
representation to the Plan Sponsor concerning federal,
state, or local laws, rules or regulations applicable to the
Plan. Company must seek its own counsel for legal advice
and guidance. In no event shall the TPA be liable for
special or consequential damages, even if the TPA was
advised of the possibility of such damages.
The TPA may secure the services of actuaries, . computer
software companies, computer service firms.. insurance
consultants and producers. legal counsel, accountants,
utilization management consultants, pharmacy benefit
management companies, preferred provider organizations,
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claims negotiation companies, subrogation firms, and any
other entities that it deems necessary in the performance of
its obligations under this Agreement. At the discretion of
the TPA, such services may be performed directly by the
TPA, wholly or in part, through a subsidiary or affiliate of 2.10
TPA or under an agreement with an organization, agent,
advisor or other person of its choosing. Any such services
resulting in a fee not agreed to in the Fee Schedule.
Appendix A, must first be authorized in writing by the Plan
Sponsor
2.8 The TPA agrees to be duty licensed as a Third Party
Administrator to the extent required under applicable law
and agrees to maintain such licensure throughout the
term of this Agreement. 2.11
2.9 The TPA will possess through the term of this Agreement
an in -force fidelity bond or other insurance as may be
required by state and federal laws for the protection of its
clients. Additionally, the TPA agrees to comply with any
state or federal statutes or regulations regarding its
operations.
2.10 The TPS shall provide to Plan Sponsor.
A. Commercial General Liability. Coverage shall
have minimum limits of $1,000,000 Per Occurrence,
Combined Single Limit for Bodily Injury Liability and
Property Damage Liability. This shall include
Premises and Operations: Independent Consultants;
Products and Completed Operations and Contractual
Liability.
B. Business Auto Liability: Coverage shall have
minimum limits of $1,000,000 Per Occurrence.
Combined Single Limit for Bodily Injury Liability and
Property Damage Liability. This shall include.
Owned Vehicles, Hired and Non -Owned Vehicles and
Employee Non - Ownership.
C. Workers'Compensation: Insurance covering all
employees meeting Statutory Limits in compliance
with the applicable state and federal laws.
7/26/2011 Item 16.E.5.
to meet. The same TPA shall provide Plan Sponsor with
certificates of insurance meeting the required insurance
provisions.
The TPA shall be entitled to rely upon, without
investigation or inquiry, any written or oral information or
communication of the Plan Sponsor or agents, including
but not limited to consultants, actuaries, attorneys,
accountants, auditors, managed care organizations,
preferred provider organizations, pharmacy benefit
management companies, mental health care
management companies or brokers retained by the Plan
Sponsor.
The TPA will indemnity, defend, save and hold the Plan
Sponsor harmless from and against any and all claims,
suits, liabilities, losses, penalties or damages including
court costs and attorneys' fees with respect to the Plan
which directly result from or arise out of the dishonest,
fraudulent, grossly negligent or criminal acts of the TPA or
its employees, except for any acts taken at the specific
direction of the Plan Sponsor.
2.12 The Plan Sponsor will indemnity, defend, save and hold
the TPA harmless from and against any and all claims,
suits, actions, liabilities, losses, penalties or damages,
including court costs and attorneys' fees to the extentthat
such claims, losses, liabilities, damages and expenses
arise out of or are based upon the gross negligence,
fraudulent, criminal or dishonest acts ofthe Plan Sponsor,
its agents or employees, in the performance of their
duties, a release of Claims data by the TPA to the Plan
Sponsor, or an interpretation of the Plan by the Plan
Sponsor on which the TPA acts. To the extent authorized
by law and applicable to contract and indemnity claims,
the foregoing indemnification shall not constitute a waiver
of sovereign immunity beyond the limit set forth in Section
768.28, Florida Statutes.
ARTICLE III. THE TPA'S RESPONSIBILITIES
The TPA will provide the following Plan Administrative services for
the Plan Sponsor:
D. Professional Liability Insurance. The TPA shall 31
maintain Insurance to insure its legal liability for
claims arising out of the performance of professional
services under this Agreement. Coverage shall have
minimum limits of $1,000,000 Per Occurrence.
Special Requirements: The Plan Sponsor shall be listed
as the Certificate Holder and included as an Additional
Insured on the Comprehensive General Liability Policy.
Current valid insurance policies meeting the requirement
herein identified shall be maintained by the TPA during 3.2
the duration of this Agreement. Renewal certificates shall
be sent to the Plan Sponsor thirty (30) days prior to any
expiration date. There shall be a thirty (30) day
notification to the Plan Sponsor in the event of
cancellation or modification to any stipulated coverage.
TPA shall insure that all of TPA's subConsultants comply
with the same insurance requirements that he is required
Maintain Plan records based on eligibility information
submitted by the Plan Sponsor as to the dates on which a
Covered Person's coverage commences and terminates.
Maintain Plan records of Plan coverage applicable to each
Covered Person based on information submitted by the
Plan Sponsor.
Maintain Plan records regarding payment of Claims,
denial of Claims, and Claims pending.
Administer enrollment of Covered Persons, create and
distribute enrollment forms and answer inquiries, create
and maintain enrollment records for Covered Persons,
provide on -line electronic enrollment services for all
benefits, and distribute identification cards to the Plan
Sponsor in accordance with Appendix A, the Fee
Schedule
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Provide "Welcome Packets' in TPA's format for all
Participants and for Community Health Partnres and Lee
County PHO providers.
3.3 Process Complete Claims submitted by Covered Persons
or Health Care Providers according to the terms of the
Plan Document as construed by the Plan Sponsor. These
Claims will be processed in accordance with prevailing
industry practices and the TPA will use an industry-
recognized method of determining usual, customary, and
reasonable charges or the prevailing fee allowance as
determined by the Plan Sponsor in the Plan.
The TPA will not be required by the Plan Sponsor to alter
its standard claims processes, procedures or regular mail
dates to manipulate the Paid Claims date for any purpose.
The TPA will process claims received on a basis
consistent with prevailing industry practice for timeliness
and accuracy, in accordance with the terms of the Plan
Document as construed by the Plan Sponsor, and
consistent medical information forms, pre- existing
conditions requirements, disability determinations and
coordination of benefits situations. Unless specifically
agreed by the parties in writing, the TPA's duties with
respect to subrogation situations shall be limited to
informing the Plan Sponsor that subrogation rights may
exist. The terms, conditions and fees for any additional
agreement regarding subrogation are as stated in the
attached Subrogation Services Appendix, if applicable.
The TPA will process Claims or request additional
_ information in order to be able to process a Complete 3.4
Claim within an average of fourteen (14) Working Days
from the date the Complete Claim is received by the TPA.
If additional information is needed for a Complete Claim,
the TPAwill send through the U.S. Mail to the appropriate
persons (with a copy to the Plan Participant) a follow -up
request for the required information for a Complete Claim
requesting a response to the request for additional
information for a Complete Claim within a maximum of
forty -five (45) days. The follow -up request will indicate
that no additional requests for information will be sent and
the file will be closed, and the initial incomplete claim will
be denied, if the requested information is not provided
within the specified time
When all.necessary documents and Claim information
have been received to constitute a Complete Claim and
the Complete Claim has been approved, a Claim check or
draft will be remitted on the next Paid Claims batch
disbursal date provided that the Plan Sponsor has
provided funds for such Complete Claims or advance
funding has been provided by the Stop Loss or Excess
Loss insurance company. All Complete Claims will
remain in a processed but pended status until funded by
the Plan Sponsor or its Stop Loss or Excess Loss
insurance company. The Plan Sponsor must provide
funding of all Complete Claims within five (5) Working
Days of receipt of request for funding from the TPA.
Customer Service Representatives of the TPA will inform
any Plan Participant or Health Care Provider who inquires
7/26/2011 Item 16.E.5.
about any Claim which is derided for lack of funds that
such Claim has been received and processed and is
pending receipt of funds. No further explanation will be
required of the TPA by the Plan Sponsor under such
circumstances.
Unless otherwise advised by the Plan Sponsor, the Plan
Sponsor agrees that the order of claims payment by TPA
of new claims submitted under the Plan shall be based on
processing first the oldest claims with complete medical,
repricing /discount. and other necessary information with
permitted exceptions for those claims identified with
excess loss insurance reimbursement potential or which
face loss of any available discounts for the medical
services so rendered. Any payment by TPA is contingent
upon the availability of adequate funding by the Plan
Sponsor. If the funds provided by the Plan Sponsor are
insufficient to pay all adjudicated claims, then, at the
specific direction of Plan Sponsor, the funds will be
applied to pay claims as noted above to the extent funds
are available except that large claims that cannot be
funded by the then available funding will be skipped in
favor of more recent claims that can be covered with then
available funding. Further, all claims for a participant and
his or her covered dependents subsequent to the first
claim that cannot be funded due to insufficient funding
from the Plan Sponsor shall be skipped in favor of more
recent claims from other participants and /or their
dependents if the Plan Sponsor funding is not sufficient to
cover all adjudicated claims for the participant and /or his
or her dependent.
After a preliminary review to determine thatthe Claim was
correctly processed, the TPA will refer any doubtful,
disputed or appealed Claims to the Plan Sponsor for a
final decision. The TPA will provide initial claims
adjudication and assist the Plan Administrator with
appeals. The Plan will pay the actual cost of any expert
medical consultation required to determine claims
eligibility under the Plan as a claims cost.
3.5 Process, issue and distribute Claims checks,
Explanations of Benefits, drafts or electronic funds
transfer, as instructed by the Plan Sponsor to Plan
Participants, Health Care Providers, or others as may be
applicable.
Every week the TPA will notify the Plan Sponsor of the
Claims batch amount required to be prospectively
deposited to the Claims Payment Account to pay the
Claims liability after these Claims are processed for
payment.
The TPA shall establish and maintain customary
investigative benefit and Claims review procedures within
the prevailing standard of care in the TPA industry . The
TPA shall take reasonable measures and precautions to
prevent the allowance and payment of improper benefits
and Claims. The TPA shall not be liable for fraud by any
Health Care Provider or Covered Person or for errors in
Claim payment made to Covered Persons or designated
assignees in good faith. The TPA shall not be liable for
any loss of discount or increase in charges arising from a
Claim due to a delay in the payment of a Claim. If a Claim
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payment error is discovered, the Health Care Provider or
Covered Person will be notified and requested to refund
payment. In the event that the Covered Person or his /her
assignee does not respond to the refund request or
refuses payment, the Plan Sponsor will be notified. The
Plan Sponsor shall have the right to bring action against
any employee or provider of service who does not
voluntarily agree to repay the Plan for payments made in
error. The TPA shall not be liable for misrepresentations,
inflated charges. omissions, errors or fraud by any Health
Care Provider or Covered Person which may result in any
ineligible or excessive Claim payments.
3.6 Notify Covered Persons in writing through the U.S. Mail of
ineligible Claims received. The computerized Explanation
of Benefits form (EOB) shall indicate the general reason
why such Claim is ineligible for payment. The EOB shall
also contain notice of the written Claims review and
appeal procedure in the Plan. This notification will be
made within an average of fourteen (14) Working Days of
the date the TPA receives the Complete Claim
documentation and any Plan interpretations by the Plan
Sponsor.
17 Respond to Claims inquiries by a Covered Person. the
estate of a Covered Person, an authorized member of a
Covered Person's family unit, the Covered Person's
authorized legal representative or an authorized Health
Care Provider .
3.6 Maintain local telephone service and toll -free telephone
lines during regular business hours for inquiries made by
Covered Persons regarding the status of their Claims.
Such telephone conversations may be recorded by the
TPA
Provide secure on -line internet web -based information for
Participants and Dependents for claims information. PPO
look -up, SPDs, and for on -line communication with TPA.
19 Maintain an Internet Inquiry site for Paid Claims.
processed claims and related information. Maintain an
interactive voice response system and fax back service
forthe convenience of Covered Persons and Health Care
Providers for Claim or coverage inquiries.
3.10 Provide on -site claims and customer service personnel in
a location provided by Plan Sponsor.
3.11 Maintain information that identifies a Covered Person in a
confidential manner. The TPA agrees to take all
reasonable precautions to prevent disclosure or use of
Claims information for a purpose unrelated to the
administration of the Plan. TPA shall not be liable for
fraud deceit, misrepresentation or any other false,
misleading or erroneous representations made by the
Plan Sponsor, any Covered Person, any Health Care
Provider or any other person pertaining to any
confidential, personal or protected health information or
claim request. The TPA will only release non - protected
health or Claims information for certificate of need
reviews, for medical necessity determinations, to set
uniform data standards, to update relative values scales.
to use in claims analysis to further cost containment
7/26/2011 Item 16.E.5.
programs; to verify eligibility; to comply with federal, state
or local laws; for coordination of benefits; for subrogation;
in response to a civil or criminal action upon issuance of a
subpoena, or with the written consent of the Covered
Person or his or her legal representative.
3.12 Provide and maintain a specimen Plan Document and
Summary Plan Description in a format acceptable to the
TPA for review and final approval by the Plan Sponsor
and the Plan Sponsor's legal counsel. Upon approval of
the Plan Document from the Plan Sponsor, the TPA will
forward copies of plan document and amendments, if any,
to the Stop Loss or Excess Loss insurance company.
The TPA will furnish a master Summary Plan Description
to the Plan Sponsor either electronically (PDF format), or
in printed form. and Summary Plan Description booklets in
TPA's format for the fees stated in Appendix A.
The TPA will maintain an electronic Claims file on every
Claim reported to it by the Covered Persons. The TPA
shall retain such files and all Plan- related information fora
period of six (6) years. Copies of such records shall be
made available to the Plan Sponsor for inspection during
a regularly scheduled Working Day at the office of the
TPA for consultation, review and audit upon advance
notice of a minimum of fourteen (14) Working Days.
The Plan Sponsor shall pay for any audit made at its
request.
In the event this Agreement is terminated. the Plan
Sponsor shall have a continuing obligation and liability to
pay the TPA for all costs and professional, executive,
managerial and clerical time expended by the TPA and its
employees for any audit conducted by the Plan Sponsor
or its Stop Loss or Excess Loss insurance company, and
this obligation and liability shall survive and continue
beyond the termination of this Agreement. The Plan
Sponsor shall pay the TPA for the TPA's expenses to
provide information and documentation to any such
auditor.
Any audit shall be conducted by an auditor mutually
acceptable to the Plan Sponsor and the TPA and the audit
shall include, but not necessarily be limited to, producing
photocopies of Claims and funding information in the
TPA's existing format(s), a review of procedural controls,
a review of system controls, a review of Plan provisions.. a
review of sampled Claims, and comparison of results to
TPA industry performance standards or any statistical
models previously agreed to by the Plan Sponsor and the
TPA in writing.
Nothing in this Agreement, expressed or implied, shall
require the TPA disclose any proprietary information,
including, but not limited, file layout or record formats of
its Claims processing system or procedures, provide
records or information in a format not in use by the TPA, .
or to create unique information formats solely for the use
of the auditor(s). consultant(s), agents) or broker(s) for
the Plan Sponsor.
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313 Upon request of the Plan Sponsor, provide COBRA
continuation coverage services through a related
corporation, Allegiance COBRA Services, Inc. (ACSI), A
separate fee will be charged for COBRA continuation
services, which fee is set out in a COBRA Services
Agreement, Appendix C, attached hereto and
incorporated by reference. If the Plan Sponsor does not
request COBRA continuation services from ACSI, all
responsibility and liability for administration of COBRA
continuation shall remain with the Plan Sponsor, and
neither the TPA nor ACSI will have any obligation or
responsibility for providing such services or consultation
regarding such services.
3.14 Provide the following reports
(a) monthly summary of benefits paid analysis by
type of Claim and total dollar amounts,
(b) weekly check register,
(c) monthly cumulative aggregate deductible to paid
Claims report;
(d) annual summary management reportwithin sixty
(60) days after the close of the Plan Year,
(e) annual loss analysis report rt, and
(f) special ad hoc reports requested by the Plan
Sponsor which the TPA agrees to produce.
3.15 Procure, through Intermountain Underwriters, Inc., an
affiliated company of TPA, Stop Loss or Excess Loss
(specific and aggregate) insurance proposals and policies
for the Plan Sponsor's consideration and selection, which
Excess Loss or Stop Loss insurance will be an asset of
the Plan Sponsor and not of the Plan. Intermountain
Underwriters, Inc. may act as agent of record for the Plan
Sponsor in placing Stop Loss or Excess Loss forthe Plan
Sponsor.
3.16 If applicable
(a) Notify the Stop Loss or Excess Loss insurance
company of any potential large Claims, which
may become a Claim under the Stop Loss or
Excess Loss coverage.
(b) On behalf of the Plan Sponsor, the TPA will file
with the insurance company or its designee any
Complete Claims for consideration for
reimbursement under the Stop Loss or Excess
Loss policies.
(c) Promptly forward to the Plan Sponsor any
premium, claim reimbursement, Stop Loss or
Excess Loss or other notices received from the
Stop Loss or Excess Loss insurance carrier
concerning the policy.
3.17 If applicable, conduct utilization review for the Plan,
including pre- certification of hospital stays, concurrent
review of hospital stays, discharge planning, preliminary
review for potential hospital bill audits, large case
management or any other managed care programs as
agreed to between the Plan Sponsor and the TPA. A
separate fee will be charged for these services as stated
in Appendix A.
7/26/2011 Item 16.E.5.
Provide data extracts to Plan Sponsor's predictive
modeling vendor.
3.18 Maintain working relationships with networks of Health
Care Providers through Preferred Provider Organizations
(PPO) contracted by the Plan Sponsor or arranged by the
TPA. The TPA shall be entitled to rely upon any and all
representations made by Health Care Providers /PPO
regarding their qualifications as Health Care Providers,.
and shall have no obligation or liability to obtain, verify or
monitor such qualifications or credentials.
Reprice PPO or other similar provider discounted claims.
If applicable, a separate fee will be charged for PPO
network services, TPA coordination and system
maintenance for PPO networks, as stated in Fee
Schedule, Appendix A.
The TPA will not be responsible for any services provided
(or any failure to provide services) by a participating PPO
or Health Care Providers and specifically makes no
representation, warranty or guarantee whatsoever
regarding any such PPO, Health Care Providers, or their
representations, qualifications or credentials.
3.19 If checked as an included service in Appendix A, the TPA
will provide coordination of services for wellness and
health assessment through a third party vendor,
Behavioral Health Care Options, Inc.
3.20 Provide, within thirty (30) days after termination of this
Agreement, a summary paid Claim report of all Claims
paid twenty-four (24) months prior to the date of
termination, copies of any governmental reports, and
other plan documentation to the Plan Sponsor. Until that
time, these records will be maintained at the TPA's
principal administrative office. Claim files will be kept in
secure storage facilities or electronic media for at least six
(6) years following the termination of the Plan Year.
Copies of any materials in storage will be available to the
Plan Sponsor for a copy fee of fifteen ($.15) cents per
page copied plus a retrieval fee of Ten Dollars ($10.00)
per box or electronic media access. At the end of the six
(6) year period or termination of this Agreement, if earlier,
the TPA shall notify the Plan Sponsor that these records
will be destroyed.
121 Provide Certificates of Creditable Coverage and other
Creditable Coverage services as required by HIPAA for
employees of the Plan Sponsor and their eligible
dependents.
3.22 Provide Medicare, MSP, and §111 reporting services.
3.23 Provide non - proprietary information and documents as
requested by the Plan Sponsor to brokers and agents
designated by the Plan Sponsor. However, if the Plan
Sponsor has entered into an agent of record agreement
with any new agent or broker, and the TPA has notice of
the same. the TPA shall not be required to provide any
information or documentation to other agents or brokers
unless or until the Plan Sponsor has terminated the
original agent of record agreement and notified the
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original agent of record of the termination. The TPA shall
have the express right to contact any agent of record to
verify the agent of record agreement has been terminated.
A separate fee will be charged for this service as stated
in Appendix A.
3.24 For Plan Sponsors which have designated subsidiaries,
divisions, or which are a Multiple Employer Welfare
Arrangement (MEWA): when any designated subsidiary ..
division or member employer of a MEWA terminates
coverage under the plan that is the subject of this
Agreement. the TPA will automatically perform run -out
services for a period of three (3) months after the date of
such termination for such designated subsidiary division
or member employer, unless directed not to do so by the
Plan Sponsor in writing. The fee for each month of run -
out services will be equal to the claims processing fee(s)
stated in Appendix A, based upon the designated
subsidiary's.. division's or MEWA member employers
number of enrolled Plan Participants for the month
immediately prior to the date of termination of coverage.
Plan Sponsor will also pay the TPA run -out services fees
for any enrolled Plan Participants wno were laid -off or
otherwise terminated from the rolls of the Plan during the
term of this Agreement if the total number of such laid -off
or terminated Plan Participants exceeds five (5 %) percent
of the total number of enrolled Plan Participants during
the first month of this Agreement. Final reconciliation of
run -out services fees will be made within ninety (90) days
of the end of this Agreement.
3.25 Fees for the services described in Article III are set out in
Appendix A attached hereto. Such fees are fixed for the
initial term of this Agreement except that the fees are
subject to change under the following conditions, with
sixty (60) days' written notice to Plan Sponsor_
(a) if the Plan Sponsor's census of enrolled
employees increases or decreases by more than
five (5 %) percent from the number of employees
that were enrolled on the commencement of this
Agreement:
(b) if the Plan Sponsor significantly alters the design
or complexity of its health benefit plan: or
(c) regularly requesting and obtaining extra -
contractual services from the TPA.
3.26 The TPA will comply with the applicable laws and rules for
the storage, transmission and release of any 'protected
health information" (used herein as such is defined in
HIPAA). Notwithstanding any other provision of this
Agreement. the TPA shall not be required to do any act
which in its judgment violates HIPAA.
3.27 The TPA will provide consolidated billing services if
checked as an included service in Appendix A.
Specifically, the TPA will bill fees and premiums for other
employee benefits including, but not limited to, group life..
group AD &D and /or group short term and long term
disability to the Plan Sponsor, and will remit the premium
collected to the applicable carrier.
3.28 The TPA will perform such supervisory services with
respect to the medical expense reimbursement plan
MEDICAL AS,
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
7/26/2011 Item 16.E.5.
(hereinafter referred to as the health reimbursement
arrangement or HRA Plan ) in accordance with Appendix
D, attached hereto and incorporated by reference.
ARTICLE IV:
THE PLAN SPONSOR'S RESPONSIBILITIES
The Plan Sponsor or Employer will:
4.1 Establish the Plan together with a framework of policies,
interpretations and rules, which shall be the basis for the
TPA's performance of its duties under this Agreement.
Maintain current and accurate Plan eligibility and
coverage records, verify Covered Person eligibility and
submit eligibility and coverage information monthly, or
more often if requested by the TPA, to the TPA at its
designated electronic or postal address.
This information shall be provided in a format acceptable
to the TPA and shall include the following for each
Covered Person: name and address, Social Security
number, date of birth, type of coverage, sex, relationship
to employee.. changes in coverage., date coverage begins
or ends, and any other information as necessary to
determine eligibility and coverage under the Plan.
The Plan Sponsor assumes the responsibility for and will
hold the TPA harmless from the erroneous disbursement
of benefits by the TPA in the event of error or neglect by
the Plan Sponsor or Employer in providing eligibility and
coverage information to the TPA, including, but not limited
to, failure to give timely notification if ineligibility or
termination of a former Covered Person. or fraudulent
enrollment and /or continuation of coverage.
4.2 The TPA shall make recommendations regarding Claims
determinations. The Sponsor shall have the sole authority
to resolve all Plan ambiguities and interpretations,
questions and disputes relating to the Plan eligibility of a
Covered Person, Plan coverage and denied Claims.
The Plan Sponsor shall have the sole authority to make
determinations regarding appeal of denied Claims. The
Plan Sponsor will respond to any written request for
information made by the TPA within ten (10) Working
Days of receipt of the request.
The Plan Sponsor shall resolve all Plan ambiguities,
questions and disputes relating to the Plan eligibility of a
Covered Person, Plan coverage, . denial of Claims or
decisions regarding appeal or denial of Claims, or any
other Plan interpretation questions. The Plan Sponsor will
respond to any written request made by the TPA within
ten (10) Working Days of receipt of the request.
The TPA will administer and process Claims in
accordance with Article 111 if the Plan Document and
Summary Plan description are clear and unambiguous as
to the validity of the Claims and the Covered Person's
eligibility for coverage under the Plan. The TPA will have
no discretionary authority to interpret the Plan or
adjudicate Claims. If processing a benefit Claim requires
interpretation of ambiguous Plan language, and the Plan
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Sponsor has not previously indicated to the TPA the
proper interpretation of the language, then the Plan
Sponsorwill be responsible for resolving the ambiguity or
any other dispute.
In any event, the TPA shall rely upon the Plan Sponsor's
decision as to any Claim (whether or not it involves a Plan
ambiguity or other dispute) and such decision by the Plan
Sponsor shall be final and binding unless modified or
reversed by a court or regulatory agency having
jurisdiction over such Claim matter.
4.3 Fully fund the Claims Payment Account every week based 4.11
upon the Claims batch report provided by the TPA.
4.4 Set funding levels for the Plan at a minimum level
necessary to cover the expected Claims costs,
administrative expenses and incurred but not reported
Claims liability and fund the Plan at such level.
4.5 Not request or require the TPA, under any circumstances,
to issue Claims drafts for Claims, stop loss or excess loss
insurance premiums, or any other costs arising out of the
subject matter of this Agreement, unless the Plan
Sponsor has so authorized and has previously deposited
sufficient funds to cover such Complete Claims or other
Plan expense obligations and payment(s).
4.12
4.6 Provide the TPA with copies of any and all revisions or
changes to the Plan at least five (5) Working Days prior to
the effective date of the changes. Failure to provide
timely notice may result in additional claims processing 413
fees as set forth in Appendix A.
4.7 Provide, and timely distribute, all notices and information
required to be given to Covered Persons, including
Summary Annual Reports. Maintain and operate the Plan
in accordance with applicable law. Maintain all
recordkeeping and file all forms relative thereto pursuant
to any federal, state or local law, unless this Agreement
specifically assigns such duties to the TPA.
4.8 Acknowledge that it is the Plan Sponsor, Plan
Administrator, and Named Fiduciary. As such, the Plan
Sponsor retains full discretionary control and authOnty and
discretionary responsibility in the operation and
administration of the Plan.
4.9 Pay any taxes, assessments for fees arising solely out of
the operations of the Plan or the services provided under
this Agreement that are levied against the Plan or against
the TPA by any governmental entity whether federal, state
or local, or any political subdivisions or instrumentality
thereof. Taxes based on TPA's net income or licenses
TPA is required to maintain to provide the services under
this Agreement shall be the sole responsibility of TPA.
7/26/2011 Item 16.E.5.
Trade Secrets Act, Title 30, Chapter 14, Part 4 of the
Montana Code Annotated and any other constitutional
protections. The Plan Sponsor acknowledges that such
proprietary information shall include all financial
information, PPO network or provider contracting
arrangements, reasonable and customary Claims levels,
fee schedules, conversion factors and Claims
administration guidelines or procedures of the TPA or its
affiliates or subcontractors. Confidentiality is subject to
Chapter 119, Florida Statutes, also known as the Public
Records Law.
Pay, in accordance with the Fee Schedule, Appendix A,
the TPA's fees for services rendered under this
Agreement. The TPA is expressly directed by the Plan
Sponsor to pay any excess loss insurance premiums
(where applicable), fee, cost or charge then due to the
TPA prior to application of funds to payment of Claims or
any other costs arising out of the Plan or subject matter of
this Agreement. The Plan Sponsor specifically directs
that all funds provided to TPA under this Agreement will
be disbursed in the following order: First to pay excess
loss insurance premiums where applicable, claims
administration fees, costs and related expenses incurred
by TPA and second, to pay benefit claims arising under
the Plan.
Maintain any fidelity bond or other insurance as may be
requested by state or federal law for the protection of the
Plan and Covered Persons.
Maintain Stop Loss or Excess Loss insurance with an
admitted insurance company in the minimum amount set
forth in the Fee Schedule, Appendix A.
4.14 Promptly notify the TPA of any termination notice,
expiration lapse, or modification of Stop Loss or Excess
Loss insurance, life insurance, disability insurance,
conversion insurance or any other insurance purchased in
conjunction with the Plan.
4.15 Ensure that there is adequate release and authorization
from each participant and /or beneficiary under the Plan
permitting Health Care Providers to share with TPA and
TPA to share with Health Care Providers and other
service providers to the Plan any and all information,
whether protected or individually identifiable, which may
be necessary to perform the services anticipated by this
Agreement and any Appendices hereto. TPA may in its
sole discretion, require participants and/or beneficiaries of
the Plan to execute additional releases and authorizations
for the use and disclosure of such information. TPA may
refuse to release protected or other individually
identifiable health care information to Plan Sponsor, its
agents and designees if such authorizations and /or
releases are not provided.
4.10 Hold confidential information that is proprietary to the TPA 4.16 Have the sole responsibility for reporting and disclosure,
or information or material not generally known by including but not limited to plan documents, summary plan
personnel other than management employees of the TPA. descriptions, summaries of material modifications,
The Plan Sponsor agrees not to use or disclose participant communications, pre-retirement counseling to
proprietary information of the TPA. Such proprietary participants, bonding filings or other compliance required
information includes, but is not limited to, information of., by or for the Plan. their participants and beneficiaries,
designated as "trade secrets' underthe Montana Uniform or the Plan Sponsor by ERISA, the Internal Revenue
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7/26/2011 Item 16.E.5.
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Code, or any other related and /or applicable federal., state 5.2
At any time during the term of this Agreement, either the
or local laws, rules or regulations. Plan Sponsor shall
Plan Sponsor or the TPA may amend or change the
indemnify and hold harmless TPA from any claim or
provisions of this Agreement. These amendments or
expense incurred as a result of the Plan Sponsor's failure
changes must be agreed upon in advance in writing by
to comply with the requirements or provisions of
both the Plan Sponsor and the TPA. If any such
applicable, federal, state, and local laws, rules and
amendment increases the anticipated Claims experience
regulations. To the extent authorized by law, and
under the Plan or the TPA's cost of administering the
applicable to contract and indemnity claims the foregoing
Plan, the Plan Sponsor agrees to pay any increase in
indemnification shall not constitute a waiver of sovereign
Claims expenses, as well as increases in administrative
immunity beyond the limits set forth in Section 768.28,.
fees or other costs which the TPA reasonably expects to
Florida Statutes.
Incur as a result of such modification.
4.17
Shall be solely responsible for paying all fees, expenses,
Any amendment which affects only the Fee Schedule,
or costs attributable to any legal action or proceeding
Appendix A, may be made subject to an amendment in
brought to recover a refund of a claim for benefits under
writing by the parties and approved by the Collier County
the Plan brought or prosecuted by or on behalf ofthe Plan
Board of County Commissioners. All fee quotes accepted
Sponsor or Plan Administrator. TPA shall, however make
by the Plan Sponsor for renewals of this Agreement will
available to the Plan Sponsor and its counsel, such
be incorporated into this Agreement as amendments to
evidence which relates to or is relevant to such action or
the Fee Schedule, Appendix A.
proceeding as TPA may have as a result of the
performance of the services set forth in this Agreement. 5.3
Either the Plan Sponsor or the TPA may terminate this
TPA shall promptly notify the Plan Sponsor in writing of
Agreement at any time,. by giving ten (10) days advance
any legal actions of which it becomes aware that involve
written notice to the other party unless both parties agree
the Plan or the Plan Sponsor. Any legal fees incurred by
to waive such advance notice, At the option of the party
TPA in connection with any legal action or proceeding
initiating the termination, the other party may be permitted
a cure period (of a length determined by the party
initiating the termination) to cure any default,
4.18
Provide timely, accurate and complete information
required by TPA to provide the services that TPA has 5.4
The TPA may, at its sole option. terminate this Agreement
agreed to perform under this Agreement. TPA shall have
with ten (10) days written notice upon the occurrence of
the right to rely on such information. Such information
any one or more of the following events pertaining to the
shall include but not be limited to all necessary eligibility
Plan Sponsor:
enrollment and participant data; and copies of all
governing documents of the Plan and any amendments
(a) The Plan Sponsor fails to fund the Claims
thereto, including any written policies. interpretations.
Payment account:
rules, practices or procedure concerning same. Such
(b) The Plan Sponsor fails to pay administration
information shall be provided upon execution of this
fees or other fees for the TPA's services upon
Agreement and immediately following modification or
presentation for payment and in accordance with
amendment. TPA shall have the right to assume that all
the Fee Schedule, Appendix A,
such information is accurate and complete and TPA shall
(c) The Plan Sponsor fails to comply with any
be under no duty to question such information. Plan
federal, state or other government statute, rule
Sponsor shall reimburse TPA at its standard hourly rates
or regulation:.
for TPA's costs incurred for efforts expended to remedy
(d) The Plan Sponsor, through its acts, practices, or
data or information inaccuracies as were provide by the
operations, exposes the TPA to any existing or
Plan Sponsor
potential investigation or litigation.
(e) The Plan Sponsor permits its stop loss or excess
419
Provide suitable and adequate office space at Plan
loss insurance to lapse, whether by failure to pay
Sponsor's location for TPA's onsite claims and customer
premiums or otherwise:
service personnel, at no cost to TPA, provided however,
(1) The Plan Sponsor loses its licensure or
TPA shall bear all costs for its office equipment and
certification, if required by law, to continue the
telephone and internet services and connectivity.
Plan,
(g) Insolvency of the Plan,
ARTICLE V: DURATION OF AGREEMENT
(h) Court appointment of a permanent receiver for
substantially all of the Plan Sponsor's assets,
51
This Agreement shall commence and end on the dates
(i) A general assignment of the benefit of credits by
first written above, unless terminated earlier in
the Plan Sponsor; or
accordance with this Article. The fee quote in this
Q) The filing of a voluntary or involuntary petition of
subsection must be accepted, in writing, by the Plan
bankruptcy, if such petition is not dismissed
Sponsor prior to the renewal date for the period to which
within forty -five (45) days of the date of filing .
the fee quote applies. Non - acceptance of the renewal fee
provided that an order for relief from automatic
quote shall cause this Agreement to lapse and terminate
stay has been obtained, or with respect to a
at 5:00 P.M. on the last Working Day of this Agreement.
Chapter 11 proceeding, that the bankrupt or
Bankruptcy Trustee fails to reaffirm this
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Agreement and provide adequate assurances
pursuant to 11 USC 365 .
5.5 The Plan Sponsor may, at its option, terminate this 5.8
Agreement with ten (10) days written notice upon the
occurrence of any one or more of the following events
pertaining to the TPA:
(a) Court appointment of a permanent receiver for
all or substantially all of the TPA's assets;
(b) A general assignment of the benefit of credits by
the TPA',
(c) The filing of a voluntary or involuntary petition of
bankruptcy, if such petition is not dismissed
within forty -five (45) days of the date of filing,
provided that an order for relief from automatic
stay has been obtained, or with respect to a 5.9
Chapter 11 proceeding, that the bankrupt or
Bankruptcy Trustee fails to reaffirm this
Agreement and provide adequate assurances
pursuant to 11 USC 365;
(d) The TPA loses its licensure or certification
required by law to continue its business or
continue as third party administrator, or
(e) The TPA fails to comply with any federal, state or
other governmental statute, rule or regulations.
7/26/2011 Item 16.E.5.
specifically survive termination of this
Agreement.
If the Plan Sponsor terminates this Agreement on or
before the expressed expiration date of this Agreement,
but after such termination date becomes entitled to any
reimbursement(s) pursuant to the provisions of the Plan
Sponsor's Stop Loss or Excess Loss insurance policy
aggregate or specific loss reimbursement provisions. and
no separate Run -Out Services Agreement is executed,
the Plan Sponsor shall pay to the TPA an hourly fee of
One Hundred and no /100 Dollars ($100.00) per hour for
all services rendered by the TPA after termination of this
Agreement regarding such reimbursement(s) request
made to or claims paid by a Stop Loss or Excess Loss
insurance company.
In the event this Agreement is terminated for any reason
and Plan Sponsor cannot be located following reasonable
efforts by TPA, TPA shall charge a $50.00 per check
administrative charge for its efforts to return any stale
dated funds (defined as a check with an original issue
date greater than 180 days) belonging to Plan Sponsor or
belonging to a plan participant who, likewise, cannot be
located. The administrative charge may be paid from any
funds of the Plan Sponsor held by TPA, or billed directly
to the Plan Sponsor. This provision shall survive
termination of this Agreement.
5.6 At the written request of the Plan Sponsor and subject to
the Plan Sponsor's continuing obligation to fund the
Claims Payment Account, and to timely pay any
ARTICLE VI: MISCELLANEOUS
outstanding amounts due and payable to the TPA under
the terms of this Agreement, the TPA will process incurred 6.1
This Agreement, together with all addenda, exhibits and
but not reported Claims after the termination of this
appendices, supersedes any and all prior representations,
Agreement (Run -Out Services). The written request of
conditions, warranties, understandings, proposals or other
the Plan Sponsor for Run -Out services must be received
agreements between the Plan Sponsor and the TPA
before the date of termination of this Agreement. A
hereto, oral or written, in relation to the services and
separate Run -Out Services Agreement will be provided
systems of the TPA, which are rendered or are to be
after receipt of the request for Run -Out services. The fee
rendered in connection with its assistance to the Plan
for Run Out Services is stated in Appendix A hereto.
Sponsor in the administration of the Plan.
51 If this Agreement terminates for any reason and no Run- 6.2
This Agreement., together with the aforesaid addenda,
Out Service Agreement is requested, or if the TPA
exhibits, and appendices, constitutes the entire
declines to provide Run -Out Services, the TPA shall have
Administrative Services Agreement of whatsoever kind or
no obligation to:
nature existing between or among the parties.
Appendices attached hereto and incorporated by
(a) Complete the processing of any claim requests
reference include. Appendix A, Fee Schedule and
that were pending or otherwise not Complete
Financial Arrangement; Appendix B, Subrogation and
Claims or complete the processing of any
Reimbursement Services; Appendix C, COBRA
Complete Claims if the Plan Sponsor has failed
Administrative Services and Certification of Creditable
to provide funds forthe payments of any benefits
Coverage Agreement, Appendix D, Section 105 Medical
due;
Expense Reimbursement Plan and Appendix E, Flexible
(b) Accept or process requests for claim payments
Benefits Plan .
presented to it after termination of this
Agreement irrespective of when such claim was 6.3
The parties hereto, having read and understood this entire
incurred;
Agreement, acknowledge and agree that there are no
(c) Issue claims checks after the termination date of
other representations, conditions, promises, agreements,
this Agreement for any request for claims
understandings or warranties that exist outside this
payments relative to conditions existing before,
Acreementwhich have been made by either ofthe parties
on or after such a date
hereto which have induced either party or have led to the
(d) Provide ongoing customer service to Plan
execution of this Agreement by either party. Any
Participants or Health Care Providers -, or
statements, proposals, representations. conditions,
(e) Perform any other task or requirement of this
warranties, understandings or agreements which may
Agreement, except for those requirements that
have been heretofore made by either of the parties
hereto, and which are not expressly contained or
MEDICAL ASA Page 11 of 42 MED STD SNGL EMP
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incorporated by reference herein, are void and of no
effect.
6.4 Except as provided in Article V, no changes in or additions
to this Agreement shall be recognized unless and until
made in writing and signed by all parties hereto.
6.5 In the event any provision of this Agreement is held to be
invalid, illegal or unenforceable for any reason and in any
respect. such invalidity, illegality or unenforceability shall
in no event affect, prejudice or disturb the validity of the
remainder of this Agreement, which shall remain in
accordance with its terms.
6.6 The Plan Sponsor will notify the TPA within ten (10)
Working Days of any inquiry made by any Covered
Person or authorized representative of any Covered
Person related to Plan Documents, Plan Records, Claims,
Claims Appeals, Claims Disputes, threatened litigation,
lawsuits pertaining to the Plan or any inquiry made by
federal or state authority regarding the Plan.
6.7 In the event that either party is unable to perform any of
its obligations under this Agreement because of natural
disaster fire, flood, wind storm, power outage,. labor
unrest civil disobedience,. acts of war (declared or
undeclared), or actions or decrees of governmental
bodies or any event which is referred to as a 'Force
Majeure Event ", the party who has been so affected shall
immediately notify the other party and shall do everything
possible to resume performance.
Upon receipt of such notice, all obligations under this
Agreement shall be immediately suspended. Ifthe period
of non - performance exceeds fourteen (14) Working Days
from the receipt of notice of the Force Majeure Event. the
party whose ability to perform has not been so affected
may terminate this Agreement by giving ten (10) Working
Days' written notice.
6.8 All notices required to be given to either party by this
Agreement shall, unless otherwise specified in writing, be
deemed to have been given three (3) days after deposit in
the U.S. Mail, first class postage prepaid, certified mail,
return receipt requested.
Any official notice to the TPA will be mailed to the
attention of President, 2806 South Garfield St.,
Missoula, MT 59801.
Any official notice to the Plan Sponsor will be mailed to
the attention of Jeff Walker, Director. Collier County
Risk Management Department.. 3311 Tamiami Trail East.
Naples, Florida 34112.
7/26/2011 Item 16.E.5.
6.9 This Agreement shall be interpreted and construed in
accordance with the laws of the state of Florida except to
the extent superseded by federal law. Venue shall be in
the U.S. Middle District Court of Florida.
6.10 The parties agree to use and disclose protected health
information about a Covered Person in accordance with
the terms of a separately provided Business Associate
Agreement.
611 The TPA may enter into arrangements with a Health Care
Provider or group of Health Care Providers to obtain
discounts in charges for Covered Services. TPA makes
no representations that such discounts will continue for
any period of time or will apply in any particular factual
context. In no event will TPA be responsible for the loss
of any such discounts except in the sole event that such
loss is directly cause by commissions or omissions of
TPA which constitute gross negligence.
6.12 No forbearance or neglect on the part of either party to
enforce or insist upon any of the provisions of this
Agreement shall be construed as a waiver. alteration or
modification of the Agreement.
6.13 Should TPA's performance of its duties under this
Agreement be made materially more burdensome or
expensive due to an increase in US Postal Service rates
or due to a change in federal, state or local laws or
imposition of fees there under, any such additional fees
shall be paid by Plan Sponsor upon sixty (60) days notice
in writing from TPA to Plan Sponsor.
6.14 The TPA and the Plan Sponsor specifically state,
acknowledge and agree that it is their intent that no other
parties including, but not limited to, all persons eligible for
benefits under the Plan, all covered employees, and their
assignees shall be third party beneficiaries of this
Agreement. The parties further agree that nothing herein
shall be deemed to impose on the TPA any obligation to
any other party including, but not limited to, all persons
eligible for benefits under the Plan, all covered
employees, and their assignees.
6.15 The Plan Sponsor acknowledges that the TPA shall have
no responsibility or liability for any fines or penalties
assessed by the Internal Revenue Service as a result of
the issuance of annual 1099 forms to medical service
providers so long as the TPA has issued the 1099 to the
same name, address and TIN as billed by the medical
services provider at the point of claim submission.
MEDICAL ASA Page 12 of 42 MED STD SNGL EMP
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7/26/2011 Item 16.E.5.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on their behalf by their duly authorized representatives'
signatures, effective as of the date first written above.
COLLIER COUNTY GOVERNMENT
By: _Fred W. Coyle, Chairman
(Name /Title)
By.
(Signature)
Date:
ATTEST:
Dwight E. Brock, Clerk of Courts
By:
Dated:
(SEAL)
Approved as to form and
legal sufficiency:
+ssistant County Attorney
Print Name
ALLEGIANCE BENEFIT PLAN MANAGEMENT, INC.
2806 S. Garfield St.
Missoula, MT 59801
By: Ronald K. Dewsnup
President and General Manager
By _
(Signature)
Date:
MEDICAL ASA Page 13 of 42 MED STD SNGL EMF
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7/26/2011 Item 16.E.5.
APPENDIX A
Fee Schedule
The Plan Sponsor and the TPA hereby agree to the compensation schedules set forth below as being the sole compensation to the TPA for
the performance of its obligations under this Agreement. Monthly fees are based upon Plan Participant enrollment as of the beginning of
each month.
A. Administration fees are guaranteed from January 1. 2012 through December 31, 2016, as follows:
CCHCC Member 2012
1 2013
1 2014
1 2015
2016
Collier County Government $15.5D
$15.50
515.97
$16.44
516.94
The above fees shall include services for production and maintenance of Plan Documents /Summary Plan Description, plan
building,. amendment production, plan document compliance, and HIPAA compliance. regulatory compliance (if applicable) and
production and mailing via bulk mail to the Plan Sponsor of health plan identification cards, and all of the following services that
are checked'.
X Medical Claims
X Vision Claims
X PPO Management and Provider Network Coordination
X Predictive Modeling Disease Management Data Extracts
X Consolidated Billing
X COBRA services and HIPAA Certificates of Creditable Coverage, provided by Allegiance COBRA Services. Inc. pursuant
to the COBRA Administrative Services and Certification of Creditable Coverage Agreement Appendix C, attached hereto.
(In addition to this fee. the TPA will also retain two (2) percent of all COBRA premiums as fees for COBRA services.)
X any administrative fees charged by the Pharmacy Benefit Management (PBM) company that is utilized by the Plan
Distribution of plan materials will be delivered to the Plan Sponsor. An additional postage and handling fee will be paid to
the TPA for mailing materials to individual Plan Participants,. except for Welcome Packets and identification cards..
B. Run out fees.
Run Out services shall be based upon a separate run out agreement executed at the time Run Out is requested. However, the
fees therefore shall be calculated as follows:
There shall be a single fee payable in advance, equal to three times the administration fee paid for the month immediately
preceding the date Run Out Services are requested.
C. Hourly fee of $125.00 for welfare plan consulting. Such services must be agreed to in advance by the Plan Sponsor.
D. Hourly fee of $125.00 for stop -loss reimbursement services. audit assistance services and any other services provided by the
TPA after termination of this Agreement and in the absence of a separate Run -Out Services Agreement.
E. Hourly fee of $125.00 for special programming requests or research including production of any special claims history reports.
Such services must be agreed to in advance by the Plan Sponsor.
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7/26/2011 Item 16.E.5.
�.
Special Reports requested by the Plan Sponsor and produced by the TPA upon prior agreement as to report(s) and feels), if any.
G.
Final fee of $500.00 for forwarding magnet diskette of eligibility /enrollment file in DBC or ASCII format to the Plan Sponsor (if
requested).
H.
Final fee of $1,500.00 for forwarding magnetic diskette of Claims history file in DBC or ASCII format to the Plan Sponsor (if
requested).
I
I.
Check customization, customized printed material, special statistical reports other than those enumerated in this contract, special
medical underwriting, new taxes assessed against the Plan, or other services mutually agreed upon will be billed separately at
the rate of $125.00 per hour for such services. Such services must be agreed to in advance by the Plan Sponsor.
I
J.
A fee equal to the actual costs for printing Summary Plan Description Booklets, together with costs of shipping for each booklet.
K.
A fee of $125.00 per hour for time expended producing and providing information to agents, consultants or brokers forwhom the
Plan Sponsor requests Plan information be provided, together with any postage, shipping and copying costs. Paper copies will
be billed at fifteen ($15) cents per copy and electronic copies shall be billed at $500.00 per disk in DBC or ASCII format only
I
" L.
PPO access fees for any PPO organization or claim negotiation company that assesses a per Plan Participant fee, a per Claim
fee, or a percentage of claims savings fees not to exceed twenty -five (25 %) percent of the actual savings amount between the
charges billed by the Health Care Provider and the discounted amount agreed to between the PPO or Claims Negotiation
Company and the Health Care Provider, except for those entities specifically listed below, for which no service fee applies. The
amount charged under this Agreement shall be equal to the amount charged by the PPC or Claims Negotiation Company. The
TPA, its parents or its affiliates, may be paid a service fee by the PPO for claim repricing or other administrative services
associated with the claims discount or negotiation. The Plan Sponsor will receive a report that outlines the total billed charges,
the total discounts obtained, the net claims cost and the total claim savings to the Plan. Any additional fee in excess of this i
amount must be approved in advance by the Plan Sponsor. The TPA may be paid a fee not to exceed twenty -five (25 %) percent
of net savings pavable to TPA, its parent or its affiliates, realized as a result of any negotiation or reduction in the amount of
claims paid or any recovered funds obtained by TPA through employment of cost containment companies. Specific fees at the
inception of this contract for which a per Participant per month rate is charged are'
$ -0- per Plan Participant per month for Community Health Partners PHO
$ -0- per Plan Participant per month for Lee County PHO
10% of savings for claims through CIGNA PPO Network
M.
Funds held in accounts by TPA, until paid out for benefits, may accrue interest. The interest accrued will be retained by TPA as
reasonable compensation and fees for fees assessed on the accounts, for paper, printing and postage, record keeping and
account reconciliation, bank service fees, trust tax return preparation, and SAS 70 and related trust activities audit fees.
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7/26/2011 Item 16.E.5.
Funding and Fee Payment Terms
Plan Sponsor will establish and maintain a zero balance Claims Payment Account for payment and reimbursement of Covered Services
TPA will notify Plan Sponsor or its designee on a weekly basis of amount required to be deposited to the Claims Payment Account to pay
claims after they have been processed for payment. Notification of the amount required to be deposited will take place as follows:
On Monday of each week (Tuesday, if Monday coincides with a recognized Federal holiday), an electronic notification will be
provided to Plan Sponsor that the weekly report of claims processed for payment is available on TPA's secured website.
Upon approval from Plan Sponsor, TPA will release the claims checks issued for the batch approved for that week. .
TPA will generate a monthly bill for fees. Payment of monthly billing will be as follows:
On or about the 25th of each month.. TPA will provide an electronic notification to Plan Sponsor that the monthly bill is available on
TPA's secured website.
Upon approval from Plan Sponsor. TPA will affect an electronic withdrawal of funds from an account designated by Plan Sponsor
on the Debit Authorization Form. i
Initials
(Plan Sponsor)
TPA Initials
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7/26/2011 Item 16.E.5.
APPENDIX B
11 -5729 "Third Party Administrator for Health Benefits"
SUBROGATION AND REIMBURSEMENT SERVICES
The Plan Sponsor and TPA hereby agree that TPA will perform certain services in connection with the Plan regarding subrogation and
reimbursement rights of the Plan and for the fees stated in this Appendix.
A. TPA shall provide recovery services for subrogation /reimbursement of Complete Claims paid by the Plan. Subrogation services
shall include direct recovery on behalf of the Plan against third parties and reimbursement services shall include recovery of Plan
funds from those Covered Persons who have recovered damages from third parties. Such services shall include review of paid
Complete Claims and applicable medical records, identifying potential subrogation and reimbursement claims, follow up
questionnaires to Covered Persons and Health Care Providers, additional research as necessary, notification to Health Care
Providers, Covered Persons, and their authorized representatives, settlement of claims with prior authorization from the Plan
Administrator, and other acts necessary to effectuate recovery of Plan funds.
B. The Plan Sponsor shall pay direct costs incurred by the TPA if written approval is given in advance by Plan Sponsor for
subrogation and reimbursement services, including, but not limited to costs of consultants, outside legal counsel, and other
professionals. The Plan Sponsor shall also pay the TPA fifteen percent (15 %) of the total funds recovered from subrogation or
reimbursement less any direct costs incurred by the TPA. Plan Sponsor shall never receive less than 85% of any subrogation
recovery .
C. If necessary to retain outside legal counsel for recovery of Plan funds, the Plan Sponsor shall have sole discretion to select and
retain legal counsel.
D. Plan Sponsor and TPA acknowledge that negotiation or waiver of a subrogation /reimbursement claim may be necessary as a
result of state or federal law or the specific facts and circumstances of the disputed Claim, The TPA shall refer any requests for
negotiation or waiver of a claim to the Plan Sponsor for final settlement.
MEDICAL ASA Page 17 of 42
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Initials
(Plan Sponsor)
Initials
(TPA)
MED STD SNGL EMP
REV. 2011 -2 (6 -11)
7/26/2011 Item 16.E.5.
APPENDIX C
11 -5729 "Third Party Administrator for Health Benefits"
COBRA ADMINISTRATIVE SERVICES
ANDCERTIFICATION OF CREDITABLE COVERAGE
AGREEMENT
This COBRA Administrative Services and Certification of Credible Coverage Agreement (hereinafter "Agreement ") is entered into January 1,
2012, by and between COLLIER COUNTY GOVERNMENT (hereinafter "Plan Sponsor "), whose address and phone number are 3299
Tamiami Trail East, Suite 303„ Naples, Florida 34112, (239) 252 -8461, and ALLEGIANCE COBRA SERVICES, INC., (hereinafter "TPA "),
whose address and phone number are 2806 S. Garfield St, PO Box 2097. Missoula, MT 59806: (406) 721 -2222.
WHEREAS, the Plan Sponsor andlor the plan administrator of the group health plan sponsored by the Plan Sponsor is required to perform
certain duties pursuant to continuation of benefits coverage and certification of credible coverage requirements.
WHEREAS, the Plan Sponsor has selected the TPA to perform certain nondiscretionary and ministerial duties pursuant to the Plan
Sponsors continuation of benefits coverage and certification of credible coverage requirements.
NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, the parties agree as follows.
(i) A public health plan
SECTION 1: Definitions (j) A health benefit plan under section 5(e) of the
Peace Corps Act
1.1 "COBRA" means the Consolidated Omnibus Budget (k) A state Children's Health Insurance Program
Reconciliation Act of 1985 or the Public Health Service (CHIP)
Act, as amended or interpreted from time to time, and
applicable regulations.
1.2 "COBRA Participant" means any person who is properly
enrolled for and entitled to benefits from the Plan,
pursuant to COBRA continuation coverage.
1.3 "Creditable Coverage means health or medical coverage
under which a Covered Person was covered prior to
enrollment under this Plan, which prior coverage was
under any of the following:
(a) A group health plan
(b) Health Insurance coverage
(c) Part A, Part B or Part C of Title XVIII of the
Social Security Act (Medicare)
(d) Title XIX of the Social Security Act, other than
coverage consisting solely of benefits under
Section 1928 (Medicaid)
(e) Chapter 55 of Title 10, United States Code
(active military and CHAMPUS)
(f) A medical care program of the Indian Health
Service or a tribal organization
(g) A state health benefits risk pool
(h) A health plan offered under chapter 89 of Title 5,
United States Code (Federal Employee Health
Benefits)
1.4 'HIPAA' means the Health Insurance Portability and
Accountability Act of 1996, as amended or interpreted
from time to time, together with applicable regulations.
1.5 "Plan' means the self- funded health and welfare benefit
plan which is the subject of this Agreement and which the
Plan Sponsor has established pursuant to the Plan
Document
1.6 'Plan Administrator' means the person or entity and
designated by the Plan Sponsor to manage the Plan and
make all discretionary decisions regarding Plan terms and
managing Plan assets.
1.7 "Plan Participant" is any employee, retiree or COBRA
beneficiary who is properly enrolled and eligible for
benefits under the Plan.
1.8 'Qualified Beneficiary' means a covered person under the
Plan, who is eligible to continue coverage under the Plan
in accordance with the applicable provisions of COBRA,
regarding Qualified Medical Child Support Orders, or in
accordance with any other applicable Federal or State
law
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"Qualified Beneficiary" also means a child born to,
adopted by or placed for adoption with a covered
employee or former employee, at any time during active
COBRA continuation coverage of that employee or former
employee.
1.09 "Qualifying Event" means
a. With respect to a covered employee or former
employee, termination of employment of the
employee (except for termination as a result of gross
misconduct), or reduction of hours of employment
causing the employee to become ineligible for
coverage.
2.5
With respect to an eligible dependent or spouse of a
covered employee or former employee, termination of
employment of the employee (except for termination
as a result of gross misconduct), reduction of hours
of employment causing the employee to become
ineligible for coverage, the covered employee's
entitlement to Medicare, the death of the covered
employee, the divorce or legal separation of the
spouse from the covered employee, and an eligible
dependent who ceases to be a dependent as that
term is defined by the Plan.
c. With respect to eligible retirees and their eligible
dependents, the commencement of a bankruptcy
proceeding.
d. Any other qualifying event as defined by law and as
the law may be amended or interpreted from time to
time.
SECTION 2: Relationship of Parties
21 Independent Contractor Plan Sponsor acknowledges
that the TPA is an independent contractor as defined in
section 35.71 -120 of the Montana Code Annotated, as
amended, for purposes of this Agreement. As such, the
TPA is not an agent or employee of Plan Sponsor and
does not assume any liability or responsibility for any
breach of duty or act of omission by Plan Sponsor.
2.2 Plan Fiduciary. Plan Sponsor acknowledges and agrees
that the performance by the TPA of its obligations under
this Agreement does not make the TPA a plan
administrator, plan sponsor, or fiduciary as defined by
ERISA or other applicable law, and Plan Sponsor will not
identify the TPA or any of its affiliates as such. The Plan
Sponsor further acknowledges and agrees that it is the
plan sponsor, plan administrator, and named fiduciary as
defined by ERISA or other applicable law. As such, Plan
Sponsor retains full discretionary authority, control, and
responsibility for the operation and administration of the
Plan
2.3 No Legal or Tax Advice. Plan Sponsor acknowledges and
agrees that the TPA will not be deemed to be a legal or
tax advisor as a result of the performance of its duties
under this Agreement .
2.4 Subcontractors. The TPA may subcontract the services
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT, INC
7/26/2011 Item 16.E.5.
of computer companies, consultants, attorneys,
accountants, and other organizations that it deems
necessary in the performance of its obligations underthis
Agreement. At the discretion of the TPA, such services
may be performed directly by the TPA, wholly or in part,
through a subsidiary or affiliate of the TPA or under an
agreementwith an organization, agent, or other person of
its choosing. Any such services resulting in a fee not
agreed to in Appendix A, Fee Schedule and Financial
Arrangement in the Administrative Services Agreement
between Plan Sponsor and Allegiance Benefit Plan
Management, shall have priorwritten authorization by the
Plan Sponsor.
Third Party Administrator Licensure. The TPA represents
that it is licensed and /or registered as a third party
administrator in the following states: Montana, California,
Colorado, Idaho, Kansas, Nebraska, North Dakota,
Oregon, South Dakota, Utah, Washington, Wisconsin,
and Wyoming.
SECTION 3'. Responsibilities of Plan Sponsor
31 Initial Notice. If applicable, Plan Sponsor will notify the
TPA within thirty (30) days after employees and /or their
dependents enroll in Plan Sponsor's Plan, of such
enrollment to allow the TPA to send the employee an
initial COBRA notice.
3.2 Qualifying Event Notice: Plan Sponsorwill notify the TPA
or cause the TPA to be notified when employees and /or
their dependents have a Qualifying Event as follows:
a. Within 30 days of the employee's death, termination
from employment for any reason including gross
misconduct, or reduction of employment hours.
b. Within 60 days of the divorce or legal separation of
the employee or the date atwhich a dependent child
ceases eligibility under the Plan.
c. Within 60 days of a second Qualifying Event of a
Qualified Beneficiary dependent or spouse, such as
the divorce or legal separation from the covered
employee, death of the covered employee,
entitlement to Medicare or the dependent child
ceasing eligibility under the Plan.
3.3 Late Notice of Qualifying Event: If any employee or
dependent of an employee provides notice to the Plan
Sponsor of divorce or legal separation., entitlement to
Medicare, or that a dependent child ceases eligibility
under the Plan, and such notice is made more than 60
days after the Qualifying Event, Plan Sponsor will notify
the TPA in writing of the same within 10 days after
receiving the notice.
The TPA wil I not enroll those persons who provided notice
in such manner for COBRA continuation coverage, unless
specifically directed to do so in writing, by the Plan
Sponsor and /or the Plan Administrator.
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3.4 Qualified Beneficiary Information: Plan Sponsor will
the premium applies, date of receipt, and period for which
provide the TPA the following information with notice of a
the premium applies. Plan Sponsor shall forward
Qualifying Event:
premium checks received to the TPA for deposit into the
premium trust account.
a. The name, address, and Social Security number of
the employee.
3.11
Initial Grace Period: Plan Sponsor designates that the
ial 45 day grace period for the premium payment will
b. The name, address, and Social Security number for
begin on the date of COBRA election .
any covered dependents.
o. Date and description of the Qualifying Event, or if not
3.12
Other: Plan Sponsor will provide any other information
a Qualifying Event, the date and reason, if known, for
required by the TPA to perform its obligations under this
dropping or terminating Dependent coverage. If the
Agreement.
Plan Sponsor knows that the Participant's reason for
dropping or terminating Dependent coverage is in
SECTION 4: COBRA Services of the TPA
contemplation of divorce or legal separation. Plan
Sponsor shall notify the TPA of the same to assure
4.1
Initial Notice. If applicable, within fourteen (14) days of
that any affected Dependent receives notice of any
receipt of notice from Plan Sponsor of a newly - enrolled
COBRA rights to which he or she is entitled.
employee and /or spouse, the TPA will mail to the
3.5 Determination Letters Plan Sponsor will forward
employee and /or spouse an initial notice of COBRA
continuation coverage rights.
cop
copies of any Social Security Disability Determination
letters it may receive from COBRA Participants, within 10
4.2
Enrollment Packet'. Within 14 days of receipt of notice
days after Plan Sponsor receives the same and has date
from the Plan Sponsor of a Qualifying Event, the TPA will
stamped the letter
mail to Qualified Beneficiaries a notice of the right to elect
COBRA continuation coverage.
3.6 Plan Sponsor Plan Chances and Amendments. Plan
Sponsor will notify the TPA of any changes in benefits,
4.3
Enrollment of Qualified Beneficiaries. The TPA will enroll
eligibility and /or premiums for Plan Sponsor's Plan, in
all Qualified Beneficiaries who elect COBRA continuation
accordance with the terms of the Administrative Service
coverage within the time permitted by law.
Agreement for the Plan Sponsor's Plan.
4.4
3.7 COBRA Premiums: Plan Sponsor will determine the
amount to be charged for COBRA premiums and notify
the TPA of the same, in writing, upon execution of this
Agreement. Plan Sponsor will notify the TPA in writing of 4.5
any premium changes at least thirty (30) days prior to the
effective date of the change or as soon as reasonably
possible thereafter.
3.8 COBRA Election Forms: If Plan Sponsor receives
requests for COBRA coverage, Plan Sponsor will record
on the form the date it was received by Plan Sponsor.
Plan Sponsor will fax a copy of the form to the TPA on the 4.6
date it is received by Plan Sponsor and will mail a copy of
the same to the TPA within five (5) days of receipt by Plan
Sponsor
3.9 Premium Trust Accounts: Plan Sponsor will establish, or
cause to be established, a premium trust account at a
bank designated by the TPA. Plan Sponsor, and not the
TPA, will be the owner of such account.
Plan Sponsor authorizes the TPAto endorse COBRA premium 4.7
payments received by stamping the samewith "FOR DEPOSIT
ONLY" and the applicable premium trust account number and
to deposit the payments into the premium trust account.
3.10 Premium Payments Received from COBRA Participants:
If Plan Sponsor receives premium payments directly from
COBRA Participants, Plan Sponsor will notify the TPA in 48
writing on the date of receipt, or cause the TPA to be
notified in writing on the date of receipt of the premium
amount, the name of the COBRA Participants) for whom
Notice of Open Enrollment. The TPA will notify COBRA
participants of any open enrollment periods held for
employees under Plan Sponsor's Plan.
Contemplation of Divorce: Upon receipt of notice from the
Plan Sponsor, the TPA will provide notices to spouses
and other Dependents whose coverage is being
terminated in contemplation of divorce or legal separation
that they may have rights to COBRA continuation
coverage when the divorce decree or legal separation is
entered by a court .
Post - Election Notices. The TPA will provide all post
election notices to employees and their spouses required
by applicable law, including but not limited to notice of
ineligibility for COBRA continuation coverage, notice of
nonpayment of premium, and notice of termination of
COBRA coverage. If the notice of ineligibility is due to the
employee's termination of employment for gross
misconduct, the Plan Sponsor shall be solely responsible
for the determination of gross misconduct.
Plan Changes and Amendments. The TPA will inform
COBRA Participants under the Plan of any changes in
benefits, eligibility requirements, or premiums of the Plan.
The obligations of the TPA under this subsection will be
limited to mailing to COBRA Participants, copies of all
Plan amendments, changes, modifications, or other
notices as received from the Plan Sponsor.
Customer Service Toll -Free Line: The TPA will provide
customer service assistance regarding COBRA issues to
Plan Sponsor and beneficiaries under Plan Sponsor's
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Plan through a toll -free telephone number during regular
business hours.
4.9 COBRA Participant Premiums: The TPA will bill COBRA
Participants for the premiums as designated by Plan
Sponsor and in accordance with applicable law. The TPA
will not be required to bill for any premium amount that
does not comply with applicable law.
The TPA will direct COBRA Participants to make premium
payments payable to the Plan Sponsor and to send
payments to the TPA for deposit into the premium trust
account. If the TPA receives premium checks made
payable to the TPA, the TPA will endorse them over to
Plan Sponsor, without recourse. The TPA will collect
COBRA premiums and deposit them in the Plan
Sponsor's premium trust account no less frequently than
weekly.
The TPA will establish, or cause to be established, a
system to credit the premium payments to the appropriate
Qualified Beneficiary or COBRA Participant.
7/26/2011 Item 16.E.5.
SECTION 5: Creditable Coverage Certification Services of
the TPA
5.1 Customer Service Toll -Free Line The TPA will provide
customer service assistance regarding Creditable
Coverage to Plan Sponsor and beneficiaries under Plan
Sponsor's Plan through a toll -free telephone number
during regular business hours.
5.2 Certificates of Credible Coverage: The TPA will provide
Certifications of Creditable Coverage as required by law,
to employees, dependents and others authorized to
receive this information.
4.10 Late Premium Notices: The TPA will send a reminder
notice to Qualified Beneficiaries and COBRA Participants
whose premium payment has not been received on or
about the twentieth day of the month. 71
4.11 Late Premium Payments: If the TPA receives a premium
payment past the premium due date (including any grace
period provided by law or the Plan), the TPA will return the
payment to the sender with a notice that it cannot be
accepted. The TPA will return the payment to the sender,
with such notice, within five (5) days of receiving the
payment.
7.2
4.12 COBRA Terminations: The TPA will notify the Plan
Sponsor of the date COBRA continuation coverage will
expire in the absence of any default, for each COBRA
Participant. Such notice will be given in an eligibility
report provided by the TPA to the Plan Sponsor on a
monthly basis.
4.13 Notice of Default: The TPA will notify each COBRA
Participant, in writing, of any default in payment of
premium, or other default causing loss of coverage,
including the date of default and the date COBRA 73
continuation coverage terminated. Notice will be sent by
first class mail within five (5) days following receipt of
notice from Plan Sponsor and /or Plan Administrator.
4.14 Notice of COBRA Exhaustion: The TPA will notify each
COBRA Participant of the date COBRA continuation
coverage will expire in the absence of any default. Such
notice will be sent by first class mail within thirty (30) days
of the termination date. 7.4
4.15 Conversion Coverage: If applicable, the TPA shall provide
notices to eligible COBRA Participants of their rights to
obtain conversion coverage. Such notices shall be
supplied at the expense of the Plan. The TPA shall
administer conversion rights in accordance with the
provisions of the Plan document.
SECTION 6: TPA Compensation
Plan Sponsor agrees to pay the TPA its compensation for
services provided under this Agreement in accordance
with the terms and conditions outlined in Appendix A, "Fee
Schedule and Financial Arrangement' in the
Administrative Services Agreement between Plan
Sponsor and Allegiance Benefit Plan Management.
SECTION 7: Limitations on Liability
Premium Payments /Loss of Coverage: Except as
provided for under section 8.1, the TPA will have no
liability to any person or entity regarding the processing of
premium payments. Provided the TPA acts in accordance
with this Agreement, the TPA will have no liability to any
person or any entity for loss of COBRA coverage as a
result of late or nonpayment of premium.
Failure of Plan Sponsor to Notify: The TPAwill provide all
notices to COBRA Participants and Qualified Beneficiaries
in accordance with this Agreement. Provided the TPA
acts in accordance with this Agreement, the TPAwill have
no liability to any COBRA Participant or Qualified
Beneficiary for failure of the Plan Sponsor to properly
notify the TPA and provide the information required forthe
TPA to perform its obligations under this Agreement. The
TPA will have no liability for the accuracy of the
information provided by the Plan Sponsor and for any
actions taken in reliance upon any such information.
NSF Checks: This Agreement will not be construed in any
manner to require the TPA to collect insufficient funds,
"stop- payment" or otherwise dishonored checks, or other
negotiable instruments received for premium payments.
which are subsequently not paid by the maker. The TPA
will not be liable for any losses to Plan Sponsor or Plan
Sponsor's Plan as a result of such checks or negotiable
instruments.
Determinations of Gross Misconduct: The TPA shall not
make any determinations of any nature regarding whether
a Qualified Beneficiary's termination from employment
was due to gross misconduct. The TPA shall be entitled to
rely upon any determinations of gross misconduct as
mace by the Plan Sponsor and shall have no liability for
actions taken in reliance upon any such information as
provided by the Plan Sponsor.
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SECTION 8: Indemnification
81 Plan Sponsor Indemnification: The TPA will indemnify .
defend, save and hold the Plan Sponsor harmless from
and against any and all claims, suits, actions, liabilities,
losses, penalties or damages including court costs and
attorneys' fees with respect to the Plan to the extent they
are caused by the gross negligence, malfeasance, or
criminal acts or omissions of the TPA or its employees in
the performance of its duties under this Agreement and
for any acts taken at the specific direction of the Plan
Sponsor.
8.2 TPA Indemnification: The Plan Sponsor will indemnify,
defend, save, and hold the TPA harmless from and
against any and all claims, suits, actions, liabilities,
losses, penalties or damages, including court costs and
attorneys' fees, to the extent that such claims, losses.
liabilities, damages and expenses are caused by the
gross negligence, malfeasance or criminal acts or
omissions of the Plan Sponsor, its agents and employees,
in the performance of its duties under this Agreement and
in those situations under Section 7 where the TPA is
exculpated from liability. To the extent authorized by law.
and applicable to contract and indemnity claims the
foregoing indemnification shall not constitute a waiver of
sovereign immunity beyond the limits set forth in Section
768.28, Florida Statutes.
SECTION 9: Term and Termination of Agreement
91 Term and Renewal Term. The term of this Agreement
shall commence on January 1, 2012. and end on
December 31, 2014, and may be renewed for two (2)
additional one (1) year periods as mutually agreed by the
parties in writing unless terminated earlier in accordance
with the Administrative Services Agreement.
9.2 Termination. This Agreement shall be terminated in
accordance with the provisions of Article V. Term and
Termination of the Administrative Services Agreement.
9.3 Survival The provisions of Sections 2. 7, and 8 shall
survive termination of this Agreement.
SECTION 10: General Provisions
10.1 Authorization: Plan Sponsor grants to the TPA the
7/26/2011 Item 16.E.5.
communications between them concerning its subject
matter. This Agreement or any attachment shall not be
amended or modified except as agreed upon in writing
and signed by the parties. If any such modification or
amendment increases the direct costs to the TPA under
this Agreement, the Plan Sponsor agrees to pay any
increases in direct costs that the TPA reasonably expects
to incur as a result of such modification.
10.4 Severability. If any provision of this Agreement is held to
be invalid, illegal, or unenforceable by any court of final
jurisdiction, it is the intent of the parties that all other
provisions of this Agreement be construed to remain fully
valid.. enforceable, and binding on the parties.
10.5 Agreement Counterparts'. This Agreement may be
executed in two or more counterparts, each and all of
which will be deemed an original and all of which together
will constitute but one and the same instrument.
10.6 Assignment. Neither party shall assign, transfer, or
subcontract any portion of this Agreement without the
prior written consent of the non - assigning party.
10.7 Notice of Threatened Litigation: The Plan Sponsor will
notify the TPA within ten (10) days of any threatened
litigation, lawsuits or regulatory complaints or inquiries
pertaining to the subject matter of this Agreement, or any
inquiry made by any federal or state authority regarding
the same
10.8 Service of Notice. Neither party will be bound by any
notice, directive or request unless and until it is received
in writing, or by facsimile transmission, or by e-mail
address at the addresses in this subsection. All notices
given to either party under this Agreement shall, unless
otherwise specified in writing, be deemed to have been
given three (3) days after deposit in the U.S. Mail, first
class postage prepaid, certified mail, return receipt
requested.: date of facsimile transmission, or date of e-
mail transmission
Notice to the TPA shall be directed to
Dirk Visser, CEO, Allegiance Benefit Plan Management,
Inc., 2806 South Garfield St., PO Box 3018, Missoula, MT
59806 -3018, Phone. (406) 721 -2222, Fax: (406) 721-
2252, Email dvissenalaskallegiance. com.
Notice to the Plan Sponsor shall be directed to:
authority to do all acts it deems necessary to carry out the Jeff Walker, Director, Collier County Risk Management
terms of this Agreement. Department, 3311 Tamiami Trail East, Naples, Florida
34112: Phone: (239) 252 -8906, Fax. (239) 252 -8048,
10.2 Waiver: No forbearance or neglect on the part of either Email: JeffWalker @colliergov.net .
party to enforce or insist upon any of the provisions of this
Agreement will be construed as a waiver, alteration, or 10.9 Choice of Law and Venue. This Agreement shall be
modification of this Agreement. governed and construed in accordance with the laws of
the State of Florida.
10.3 Entire Agreement Amendments. Modification: This
Agreement and any attachments constitute the entire 10.10 Prior to the initiation of any action or proceeding permitted
agreement between the parties with respect to its subiect by this Agreement to resolve disputes between the parties,
matter. This Agreement supersedes all existing the parties shall make a good faith effort to resolve any
agreements and all other oral.. written or other such disputes by negotiation. The negotiation shall be
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attended by representatives of the TPA with full decision-
, making authority and by Plan Sponsor's staff person who
would make the presentation of any settlement reached
during negotiations to Plan Sponsor for approval. Failing
resolution, and prior to the commencement of depositions
in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute
through Mediation before an agreed -upon Circuit Court
Mediator certified by the State of Florida. The mediation
shall be attended by representatives of the TPA with full
decision - making authority and by Plan Sponsor's staff
person who would make the presentation of any settlement
reached at mediation to Plan Sponsor's board for approval.
Should either party fail to submit to mediation as required
7/26/2011 Item 16.E.5.
hereunder, the other party may obtain a court order
requiring mediation under Section 44.102, Fla. Stats.
Any suit or action brought by either party to this Agreement
against the other party relating to or arising out of this
Agreement must be brought in the appropriate federal or
state courts in Collier County, Florida, which courts have
sole and exclusive jurisdiction on all such matters.
1010 Headings: Section headings are included only for
convenient reference and do not describe the sections to
which they relate.
10.11 Interpretation of Words: Words denoting the singular
include the plural and vice versa.
Initials
(Plan Sponsor)
Initials
(TPA)
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7/26/2011 Item 16.E.5.
APPENDIX D
11.5729 'Third Party Administrator for Health Benefits"
ADMINISTRATIVE SERVICES AGREEMENT
SECTION 105 MEDICAL EXPENSE REIMBURSEMENT PLAN
This Agreement, effective for the period beginning January 1. 2012, and ending December 31, 2014, and may be renewed for two (2)
additional one (1) year periods as mutually agreed by the parties in writing is entered into by Collier County Government, a political
subdivision of the State of Florida, Collier County, Naples (hereinafter referred to as the 'Plan Sponsor ") and Allegiance Benefit Plan
Management, Inc., a corporation duly organized and existing under the laws of the State of Montana (hereinafter referred to as the "TPA ").
WHEREAS, the Plan Sponsor sponsors a medical expense reimbursement plan (hereinafter referred to as the health reimbursement
arrangement or HRA Plan ) which is a healthcare expense reimbursement plan within the meaning of Section 105 of the Internal Revenue
Code of 1986, as amended, and regulations issued thereunder,. for all employees participating in the Plan Sponsor's health or welfare
benefits plan, and
WHEREAS. the Plan Sponsor wishes to contract with an independent third -party administrator to perform certain supervisory services with
respect to the HRA Plan, and
WHEREAS, the TPA desires to contract with the Plan Sponsor to perform such supervisory services with respect to the Plan, as set forth
below, and
WHEREAS, the parties wish to enter into this Agreement to set forth the obligations and duties of both parties with regard to such
supervisory services.
THEREFORE, in consideration of the promises and mutual covenants contained herein. the Plan Sponsor and the TPA enter in to this
Agreement for administrative services for the HRA Plan.
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7/26/2011 Item 16.E.5.
SECTION 1. DEFINITIONS
Forthe purposes ofthis Agreement the following words and phrases have the meanings set forth below, unless the context clearly indicates
otherwise and, wherever appropriate, the singular will include the plural and the plural will include the singular.
1,1 "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, together with all regulations
applicable thereto.
1.2 "Code" means the Internal Revenue Code of 1986, and any applicable amendments and any Treasury regulation applicable to the
section or subsection.
1.3 "Covered Person" means any Participant or Dependent of a Participant meeting the eligibility requirements for coverage and
properly enrolled for coverage as specified in the Plan.
1.4 "Dependent" means any eligible Dependent who is a Tax Dependent for the tax year during which expenses were incurred.
1.5 "Employee' means an individual that the Employer classifies as a common -law employee and who is paid by the Employer, but
does not include any leased employee (including but not limited to those individuals defined in Code 1414(n)). or any individual
classified by the Employer as a contractworker, independent contractor, temporary employee or casual employee, whetheror not
any such persons are on the employer's W -2 payroll, or any individual who performs services forthe Employer but who is paid by
a temporary employment agency under a professional employer arrangement or other employment agency, or any employee for
whom the terms of a collective bargaining agreement would supersede the terms of this plan.
1.6 "Employer" means the Plan Sponsor and any successor organization or affiliate of such Employerwhich assumesthe obligations
of the HRA Plan and this Agreement.
1.7 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, together with all regulations applicable
thereto.
1.8 "Fee Schedule" means the listing of fees or charges for services provided under Appendix A of this Appendix this Agreement.
This Fee Schedule may be modified from time to time in writing by the mutual agreement of the parties. The Fee Schedule is
contained in Appendix A and is a part of this Agreement.
1.9 "Group Health Plan" means any group health care, disability, #dental or vision care plan provided by premiums to and contract
with a third -party insurer that is in force for Employees of the Employer and as may be amended or replaced from time to time at
the discretion of the Employer.
1.10 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996., as it may be amended from time to time, and all
regulations applicable thereto.
1.11 "Participant" is any employee, retiree or COBRA beneficiary who is eligible for, properly enrolled in and entitled to benefits from
the HRA Plan.
1.12 "Plan" means the Medical Expense Reimbursement Plan for the Employees of #, Plan Sponsor, which is the subject of this
Agreement and which the Plan Sponsor has established pursuant to the Plan Document, togetherwith any and all amendments,
supplements and appendices and any other relevant documents pertinent to its operation and maintenance.
1.13 "Plan Administrator" means the Employer and/or any person or entity designated by the Plan Sponsor which is responsible to
manage the day -to -day functions and management of the HRA Plan and make all discretionary decisions regarding Plan terms
and managing Plan funds. The Plan Administrator may employ persons or firms to process premium payments and perform other
Plan- connected services. For the purposes of the Employee Retirement Income Security Act of 1974, as amended, and any
applicable state legislation of a similar nature, the Employer will be deemed to be the Plan Administrator of the Plan unless by
action of the Board of Directors or equivalent authority the Employer designates an individual or committee to act as Plan
Administrator.
1.14 "Plan Document" means the instrument or instruments that set forth and govern the duties of the Plan Sponsor and eligibility and
benefit provisions of the HRA Plan which provide for reimbursement of out -of- pocket healthcare expenses not covered under the
Plan Sponsors employee health and welfare benefits plan.
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7/26/2011 Item 16.E.5.
1.15 "Plan Sponsor" will be as defined in Section 3(16)(A) of ERISA and means the entity and any successor entity or organization,
which is responsible for and which has created, established and maintains an employee health and welfare benefit plan for the
benefit of a group or groups of employees. Plan Sponsor includes any successor organization or affiliate of such Plan Sponsor that
assumes the obligations of the HRA Plan and this Agreement.
1.16 "Plan Year" means the twelve -month period of time commencing with the effective date of this HRA Plan orthe Plan anniversary
date, and terminating on the date of the next succeeding Plan anniversary date. The Plan anniversary date will be January 1 st of
each year
1.17 "Plan Summary' means the document that describes the terms and conditions under which the HRA Plan operates.
1.18 "Working Day" means a regular business day that is not a recognized federal or banking holiday, and specifically excluding any
Saturday or Sunday.
SECTION 2. RELATIONSHIP OF THE PARTIES
2.1 The Plan Sponsor delegates to the TPA only those powers and responsibilities with respect to development, maintenance and
administration of the HRA Plan that are specifically enumerated in this Agreement. Any function not specifically delegated to and
assumed by the TPA in writing pursuant to this Agreement will remain the sole responsibility of the Plan Sponsor. The Plan
Sponsor retains the responsibility for any obligations under the Consolidated Omnibus Budget Reconciliation Act (COBRA) of
1985, as amended, and obligations under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) unless this
Agreement and the Fee Schedule in Appendix A expressly include language and fees for COBRA or HIPAA administrative
services by the TPA.
2.2 The TPA is acting as an independent contractor for purposes of this Agreement. As such, the TPA is not a fiduciary and does not
assume any liability or responsibility for any breach of duty or act of omission by Plan Sponsor.
2.3 The parties acknowledge that.
A. This is a contract for administrative services only as specifically set forth herein, and
B. This Agreement will not be deemed a contract of insurance under any laws or regulations. The TPA does not insure,
guarantee or underwrite the liability of the Plan Sponsor under the Plan. The Plan Sponsor has total responsibility for
payment of contributions for the employee health and welfare benefits reimbursement plan under the HRA Plan and all
expenses incidental to the Plan.
2.4 Except as specifically set forth herein, this Agreement will inure to the benefit of and be binding upon the parties hereto and their
respective legal successors provided, however, neither party may assign this Agreement without the prior written consent of the
other, which consent will not be unreasonably withheld. There are no intended third -party beneficiaries to this Agreement, and this
Agreement will not be construed in any manner as to create same.
2.5 Any dispute as to the applicability of this Agreement between the parties or the respective rights and obligations of the parties
under this Agreement which the parties are unable to resolve, will be determined by arbitration. Either party may submit the
dispute to arbitration before a single arbitrator and in accordance with the rules of the American Arbitration Association. The cost
of such arbitration will be paid by the party that does not substantially prevail. The decision of the arbitrator will be final and
binding upon the parties and may be filed with any court of competent jurisdiction and enforced as judgment of that court .
2.6 It is agreed by the parties to this Agreement that any cause of action brought by either party to this contract must be made within
two (2) years of the date of occurrence of any alleged breach, infraction or dispute, or within two (2) years of the termination date
of this Agreement, whichever occurs first.
2.7 The TPA agrees to be duly licensed as a Third Party Administrator to the extent required under applicable law and agrees to
maintain such licensure throughout the term of this Agreement.
2.8 The parties to this Agreement acknowledge that TPA will have no obligation of any sort, express or implied, in this contract to
provide Plan Sponsor with any proprietary .. confidential or trade secret information of TPA. Plan Sponsor is entitled to its claims
information and other information which the Plan Sponsor and Plan Administrator are required to retain by applicable law. but any
proprietary ,. confidential or trade secret information of TPA shall be removed from such information. TPA will not disclose
proprietary ,. confidential or trade secret information to Plan Sponsor without Plan Sponsor first executing a legally binding
Confidentiality and Non - Disclosure Agreement regarding such information.
SECTION 3. THE TPA'S RESPONSIBILITIES
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7/26/2011 Item 16.E.5.
The TPA will provide the following HRA Plan Supervisory Services for the Plan Sponsor. The fees for these services are stated in the Fee
Schedule in Appendix A.
3.1 The TPA will assist Plan Sponsor in developing and designing the HRA Plan and any amendments, revisions or modifications,
subject to approval by Plan Sponsor or Plan Sponsor's attorney.
3.2 The TPA will maintain HRA Plan records based on information submitted by the Plan Sponsor as to the dates on which the Plan
becomes effective.
3.3 The TPA will perform the following specific services for Plan Sponsor as requested.
A. Receive reimbursement requests and supporting documentation (Explanations of Benefits) from Participants for
processing.
B. Process Qualifying Expenses and determine Reimbursable Expenses in accordance with the terms of the Medical
Expense Reimbursement Plan Document.
C. Notify Plan Sponsor for funding requirements in order to fully fund and pay claims as required by applicable law.
D. Prepare and transmit reimbursement for Reimbursable Expenses as defined in the Plan Document.
3.4 The TPA agrees to be duly licensed as a Third Party Administrator to the extent required under applicable law and agrees to
maintain such licensure throughout the term of this Agreement.
3.5 The TPA will possess throughout the term of this Agreement an in -force fidelity bond or other insurance as may be required by
state and federal laws for the protection of its clients. Additionally, the TPA agrees to comply with any state or federal statutes or
regulations regarding its operations.
3.6 The TPA will maintain information that identifies a Participant in a confidential manner. The TPA agrees to take all reasonable
precautions to prevent disclosure or the use of premium payment information for a purpose unrelated to the administration of the
Plan.
3.7 Plan Sponsor may provide its own Plan Document and Summary Plan Description at its expense, used by TPA for review and
approval by Plan Sponsor's legal counsel, subject to review and approval by TPA.
3.8 The TPA will provide non - proprietary information and documents as requested by the Plan Sponsor to brokers and agents
designated by the Plan Sponsor, provided, however, if the Plan Sponsor has entered into an agent of record agreement with any
agent or broker, and the TPA has notice of the same,. the TPA will not be required to provide any information or documentation to
other agents or brokers unless or until Plan Sponsor has terminated the agent of record agreement and notified the agent of
record of the termination. The TPA will have the express right to contact any agent of record to verify the agent of record
agreement has been terminated. A separate fee will be charged for this service as stated in Appendix A.
3.9 The TPA will have no obligation whatsoever with regard to the Plan Sponsor's obligations and responsibilities under the
Consolidated Omnibus Budget Reconciliation Act (COBRA) of 1985, as amended, or the Health Insurance Portability and
Accountability Act (HIPAA) of 1996, unless specifically requested by Plan Sponsor, in which case TPA's responsibilities for
COBRA administration are stated in the COBRA Appendix C attached hereto and made a part hereof by this reference.
3.10 Upon request of Plan Sponsor, TPA will perform 25% Key Employee Concentration discrimination testing and /or prepare the IRS
Form 5500 for the Plan referenced in this Agreement. However, by providing these services, TPA is not acting as Plan Sponsor's
legal counsel or tax advisor. All services provided by TPA under this paragraph should be reviewed by Plan Sponsor's legal
counsel and tax advisors.
SECTION 4. PLAN SPONSOR OBLIGATIONS
4.1 Plan Sponsor will furnish to the TPA the following reports and information to allow effective performance by the TPA:
A. Certification of participation in the HRA Plan and such other information as may be necessary.
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4.2 Plan Sponsorwill give notice of the establishment of the HRA Plan to its employees and will be responsible for distributing copies
of the Plan Summary to participating employees.
4.3 Plan Sponsorwill maintain current and accurate Plan eligibility and participation records, verity Participant eligibility and submitthis
information if requested by the TPA, to the TPA at its designated mailing address. This information will be provided in a format
acceptable to the TPA and will include the following for each Participant. name and address, Social Security number, date of birth,
type of coverage, sex, relationship to employee. changes in participation, date participation begins or ends, and any other
information necessary to determine eligibility and participation levels under the Plan.
4.4 Plan Sponsor will resolve all Plan ambiguities and disputes relating to the eligibility of a Plan Participant or any other Plan
interpretation questions. The Plan Sponsor will respond to any written request made by the TPA within ten (10) working days.
4.5 Plan Sponsor will provide the TPA with copies of any and all revisions or changes to the Plan within five (5) Working Days of the
effective date of the changes.
4.6 Plan Sponsor will provide and timely distribute, all notices and Information required to be given to Participants, maintain and
operate the Plan in accordance with applicable law, maintain all record keeping, and file all forms relative thereto pursuant to any
federal, state, or local law, unless this Agreement specifically assigns such duties to the TPA.
47 Plan Sponsorwill at all times acknowledge that it is the Plan Sponsor, Plan Administrator. and Named Fiduciary, as these terms
are defined in ERISA. As such, Plan Sponsor retains full discretionary control and authority and discretionary responsibility in the
operation and administration of the Plan.
4.8 Plan Sponsorwill pay any and all taxes, licenses. and fees levied, if any, by any local, state, or federal authority in connection with
the Plan.
4.9 Plan Sponsor will hold confidential information obtained that is proprietary to the TPA or information or material not generally
known by personnel other than management employees of the TPA. Confidentiality is subject to Chapter 119, Florida Statutes,
also known as the public Records Law.
4.10 Plan Sponsor will pay, in accordance with the Fee Schedule, the TPA's fees for services rendered under this Agreement.
4.11 Plan Sponsorwill maintain any insurance as may be required by state or federal law for the protection of the Plan and Participants.
412 Plan Sponsor will notify the TPA of any requests for HRA Plan documents.
4.13 Plan Sponsor will maintain a supply of election forms and other documents provided by the TPA and will make them available to
participating employees.
4.14 Plan Sponsor will provide all reports and documents required from time to time to satisfy governing law or to promote effective
HRA Plan operation, including, but not limited to year -to -date payroll deduction summaries.
4.15 Plan Sponsor retains sole responsibility for Plan Sponsor's obligations and responsibilities under the Consolidated Omnibus
Budget Reconciliation Act (COBRA) of 1985. as amended or the Health Insurance Portability and Accountability Act (HIPAA) of
1996 , unless Plan Sponsor has specifically requested TPA to provide COBRA administrative services, in which case TPA's
responsibilities for COBRA administration are stated in the COBRA Appendix C attached hereto and made a part hereof by this
reference.
4.16 If the Plan Sponsor elects Set -Up Services only as shown on the Fee Schedule in Appendix A. and elects not to have the TPA
provide Re- Enrollment Services, the TPA will have no responsibility whatsoever for notifying Plan Sponsor of changes in, and
required compliance with, the laws applicable to this Plan including Plan Document revisions required for such compliance. The
Plan Sponsor will remain solely responsible for remaining apprised of such future changes in laws and required compliance with
regard to Plan Documents.
4.17 TPA provides a website to its customers for access to plan information which includes Protected Health Information (PHI) as that
term is defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Access to PHI via the website is
limited to the person to whom the PHI belongs by use of a unique personal password mailed to that person's known address.
Plan Sponsor has requested TPA issue passwords to persons requesting them via the TPA's website. Assuming there are no
technological impediments to providing this service to Plan Sponsor, Plan Sponsor and TPA agree to the following:
The person requesting a password will certify their identity by using unique identifiers.
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_,. TPA will not be responsible or liable in any way as the Business Associate of Plan Sponsor for any fraud or identity
misrepresentation which causes a password to be issued to the wrong person.
SECTION 5. DURATION OF AGREEMENT
5.1 This Agreement shall commence on January 1, 2012, and end on December 31, 2014. and maybe renewed for two (2) additional
one (1) year periods as mutually agreed by the parties in writing.
5.2 In the event of a change in the Fee Schedule for a subsequent twelve (12) month period, an amendment shall be issued and
signed by the parties.
5.3 At any time during the term of this Agreement, either the Plan Sponsor or the TPA may amend or change the provisions of this
Agreement. These amendments or changes must be agreed upon in advance in writing by both the Plan Sponsor and the TPA. If
any such amendment increases the TPA's cost of administering the Plan, the Plan Sponsor agrees to pay any increase in funding
expenses, as well as increases in administrative fees or other costs which the TPA reasonably expects to incur as a result of such
modification.
Any amendment which affects only the Fee Schedule, Appendix A, shall be made, in writing signed by all parties,. All fee quotes
accepted by Plan Sponsor for renewals of this Agreement will be incorporated into this Agreement as amendments to the Fee
Schedule, Appendix A.
5.4 This Agreement may be terminated by either party at any time upon providing the terminating party with sixty thirty (60) days prior
notice of intent to terminate unless both parties agree to waive such advance notice. At the option of the party initiating the
termination, the other party may be permitted a cure period (of a length determined by the party initiating the termination) to cure
any default.
5.5 The TPA may, at its sole option, terminate this Agreement within ten (10) days written notice upon the occurrence of any one or
more of the following events pertaining to the Plan Sponsor
A. The Plan Sponsor fails to pay administration fees or other fees for the TPA's services upon presentation for payment and
in accordance with the Fee Schedule,
- B. The Plan Sponsor engages in any unethical business practice or conducts itself in a manner which in the reasonable
judgment of the TPA may be a violation of any federal, state, or other government statute, rule, or regulation,
C. The Plan Sponsor, through its acts, practices, or operations, exposes the TPAto any existing or potential investigation or
litigation;
D. Insolvency;
E. Court appointment of a permanent receiver for all or substantially all of the Plan Sponsor's assets,
F. A general assignment of the benefit of creditors by the Plan Sponsor, or
G. The fling of a voluntary or involuntary petition of bankruptcy, if such petition is not dismissed within forty -five (45) days of
the date of filing, provided that an order for relief from automatic stay has been obtained, or with respect to a Chapter 11
proceeding, that the bankrupt or Bankruptcy Trustee fails to reaffirm this Agreement and provide adequate assurances
pursuant to 11 USC 365.
5.6 The Plan Sponsor may, at its option, terminate this Agreement within ten (10) days written notice upon the occurrence of any one
or more of the following events pertaining to the TPA
A. Insolvency,
B. Court appointment of a permanent receiver for all or substantially all of the TPA's assets,
C. A general assignment of the benefit of creditors by the TPA;
D. The filing of a voluntary or involuntary petition of bankruptcy, if such petition is not dismissed within forty-five (45) days of
the date of filing, provided that an order for relief from automatic stay has been obtained, orwith respect to a Chapter 11
proceeding, that the bankrupt or Bankruptcy Trustee fails to reaffirm this Agreement and provide adequate assurances
pursuant to 11 USC 365,
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E. The TPA engages in any unethical business practice or conducts itself in a manner which in the reasonable judgment of
the Plan Sponsor may be a violation of any federal, state, or other government statute, rule, or regulation. or
F. The TPA loses its licensure or certification required by law to continue its business or continue as third -party
administrator.
5.7 In the event this Agreement is terminated for any reason and Plan Sponsor cannot be located following reasonable efforts by TPA.
TPA shall charge a $50.00 per check administrative charge for its efforts to return any stale dated funds (defined as a check with
an original issue date greaterthan 180 days) belonging to Plan Sponsor or belonging to a plan participantwho, likewise, cannot be
located. The administrative charge may be paid from any funds of the Plan Sponsor held by TPA,. or billed directly to the Plan
Sponsor. This provision shall survive termination of this Agreement.
SECTION 6. LIMITATIONS AND INDEMNIFICATION
6.1 In performing its obligations in this Agreement, the TPA is acting only as an independent contractor. Plan Sponsor shall be
deemed to be Plan Administrator, unless Plan Sponsor designates an individual or committee to act as Plan Administrator. For
purposes of the Employee Retirement Income Security Act of 1974 as amended from time to time and any applicable State
legislation of a similar nature. Sponsor will be deemed to be Administrator of the Plan, unless Sponsor designates an individual or
committee to act as Administrator. In no instance will the TPA be deemed to be or be, Administrator of the Plan for purposes of
the Employee Retirement Income Security Act of 1974,. as amended from time to time.
6.2 The TPA will indemnify, defend, save and hold the Plan Sponsor harmless from and against any and all claims, . suits,, actions,
liabilities, losses, penalties or damages including court costs and attorney's fees with respect to the Plan which directly resultfrom
or arise out of the dishonest, fraudulent grossly negligent or criminal acts of the TPA or its employees,. exceptfor any acts taken at
the specific direction of the Plan Sponsor.
6.3 The Plan Sponsor will indemnify, defend save, and hold the TPA harmless from and against any and all claims, suits, actions,
liabilities, losses, penalties or damages, including court costs and attorney's fees, to the extent that such claims. losses, liabilities,
damages and expenses arise out of or are based upon the gross negligence, fraudulent, criminal or dishonest acts of Plan
Sponsor, its agents and employees in the performance of their duties, a release of data by the TPA to the Plan Sponsor, or an
interpretation of the Plan by the Plan Sponsor on which the TPA acts. To the extent authorized bylaw, and applicable to contract
and indemnity claims the foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes.
SECTION 7. MISCELLANEOUS
71 This Agreement. together with all addenda, exhibits, and appendices supersedes any and all prior representations, conditions,
warranties, understandings, proposals, or other agreements between the Plan Sponsor and the TPA hereto, oral or written, in
relation to the services and systems of the TPA, which are rendered or are to be rendered in connection with its assistance to the
Plan Sponsor in the administration of the Plan.
7.2 This Agreement together with the aforesaid addenda. exhibits, and appendices constitutes the entire Administrative Services
Agreement of whatsoever kind or nature existing between or among the parties.
7.3 The parties hereto, having read and understood this entire Agreement, acknowledge and agree that there are no other
representations, conditions, promises, agreements. understandings, or warranties that exist outside this Agreement which have
been made by either of the parties hereto, which have induced either party or have led to the execution of this Agreement by either
party. Any statements, proposals, representations conditions. warranties, understandings, or agreements which may have been
heretofore made by either of the parties hereto, and which are not expressly contained or incorporated by reference herein,. are
void and of no effect.
7.4 This Agreement maybe executed in two or more counterparts, each and all of which shall be deemed an original and all of which
together shall constitute but one and the same instrument,
7.5 Except as provided herein, no changes in or additions to this Agreement shall be recognized unless and until made in writing and
signed by all parties hereto.
7.6 In the event any provision of this Agreement is held to be invalid. illegal. or unenforceable for any reason and in any respect, such
invalidity.. illegality, or unenforceability shall in no event affect, prejudice. or disturb the validity of the remainder of this Agreement.
which shall remain in accordance with its terms.
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7.7 The Plan Sponsor will notify the TPA within ten (10) Working Days of any inquiry made by any Participant or authorized
representative of any Participant related to Plan Documents, Plan Records, disputes, threatened litigation, lawsuits pertaining to
the Plan or any inquiry made by any federal or state authority regarding the Plan.
7.8 In the event that either party is unable to perform any of its obligations under this Agreement because of natural disaster, labor
unrest, civil disobedience, acts of war (declared or undeclared), or actions or decrees of governmental bodies (any one of these
events which is referred to as a "Force Majeure Event'), the party who has been so affected shall immediately notify the other party
and shall do everything possible to resume performance,
Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of non-
performance exceeds fourteen (14) Working Days from the receipt of notice of the Force Majeure Event, the party whose ability to
perform has not been so affected may, by giving ten (10) Working Days written notice, terminate this Agreement.
7.9 All notices required to be given to either party by this Agreement shall, unless otherwise specified in writing, be deemed to have
been given three (3) days after deposit in the U.S. Mail. first class postage prepaid, certified mail, return receipt requested.
Any official notice to the TPA will be mailed to the attention of the President at 2806 South Garfield Street, Missoula, MT 59801.
The TPA will not be bound by any notice, directive or request unless and until it is received in writing at this address.
Any official notice to the Plan Sponsor will be mailed to the attention of Jeff Walker, Risk Management Director, at 3311 Tamiami
Trail East, Naples, Florida 34112. The Plan Sponsor will not be bound by any notice, directive or request unless and until it is
received in writing at this address.
7.10 This Agreement shall be interpreted and construed in accordance with the laws of the state of Florida except to the extent
superseded by federal law. Venue shall be in the U.S. Middle District Court of Florida.
7.11 No forbearance or neglect on the part of either party to enforce or insist upon any of the provisions of this Agreement shall be
construed as a waiver, alteration, or modification of the Agreement.
APPENDIX A to APPENDIX D
FEE SCHEDULE AND FINANCIAL ARRANGEMENT
1. FEE SCHEDULE
The Plan Sponsor and the TPA hereby agree to the compensation schedules set forth below as being the sole compensation to the TPA for
any of its services which relate to the Section 105 HRA Plan. Monthly fees are based upon Plan Participant enrollment as of the beginning
of the month.
All fees stated below are subject to Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act'.
Plan Sponsor shall pay THE TPA the following fees as indicated.
SERVICE AMOUNT DUE
A. Monthly Service Fee HRA for 2012 $4.00 /participant per month
Monthly Service Fee HRA for 2013 and 2014 $4.12/ participant per month
Monthly Service fee HRA for 2015 and 2016 $4.25 /participant per month
8. Hourly fee of $50.00 for reconciliation of contribution listing and related accounting services.
C. Hourly fee of $100.00 for welfare plan consulting. Such services must be agreed to in advance by the Plan Sponsor.
D. Hourly fee of $100.00 per hour for audit assistance services and any other services provided by the TPA not specifically provided
for in this Agreement.
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APPENDIX E
11 -5729 "Third Party Administrator for Health Benefits"
ADMINISTRATIVE SERVICES AGREEMENT
FLEXIBLE BENEFITS PLAN
This Agreement, effective for the period beginning January 1, 2012, and ending December 31, 2014, and may be renewed for two (2)
additional one (1) year periods as mutually agreed by the parties in writing. is entered into by COLLIER COUNTY GOVERNMENT, a
political subdivision of the State of Florida. Collier County. Naples(hereinafter referred to as the "Plan Sponsor") and Allegiance Benefit Plan
Management, Inc., a Corporation duty organized and existing under the laws of the State of Montana (hereinafter referred to as the "TPA")
WHEREAS, the Plan Sponsor sponsors a Flexible Benefits Plan (hereinafter referred to as the FLEX Plan) which is a' cafeteria plan" within
the meaning of Section 125 of the Internal Revenue Code of 1986 as amended, and regulations issued thereunder, for all employees
participating in the Plan Sponsors health or welfare benefits plan,. and
WHEREAS, the Plan Sponsorwishes to contractwith an independent third party administrator to perform certain supervisory services with
respect to the FLEX Plan and to process reimbursement requests submitted under the FLEX Plan, and
WHEREAS, the TPA desires to contract with the Plan Sponsor to provide such supervisory and reimbursement services with respect to the
FLEX Plan, as set forth below and
WHEREAS, the parties wish to enter into this Agreement to set forth the obligations and duties of both parties with regard to such
supervisory and reimbursement services.
THEREFORE. in consideration of the promises and mutual covenants contained herein, the Plan Sponsor and the TPA enter in to this
Agreement for administrative services for the FLEX Plan.
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SECTION 1. DEFINITIONS
1.11
"Plan Document" means the instrument or instruments
that set forth and govern the duties of the Plan Sponsor
For the purposes of this Agreement the following words and
and eligibility and benefit provisions of the FLEX Plan
phrases have the meanings set forth below, unless the context
which provide for before -tax payment of premiums forthe
clearly indicates otherwise and, wherever appropriate, the singular
employee health and welfare plan and the reimbursement
will include the plural and the plural will include the singular
of Covered Services.
11 "Calendar Year" means January 1 through December 31
1.12
"Plan Sponsor" will be as defined in Section 3(16)(A) of
of the same year
ERISA and means the entity and any successor entity or
organization, which is responsible for and which has
1.2 "COBRA" means the Consolidated Omnibus Budget
created, established and maintains an employee health
Reconciliation Act of 1985, as amended, together with all
and welfare benefit plan and /or FLEX Plan for the benefit
regulations applicable thereto.
of a group or groups of employees. Plan Sponsor includes
any successor organization or affiliate of such Plan
1.3 "Covered Services" means the care. treatments, services
Sponsor which assumes the obligations of the FLEX Plan
or supplies described in the Plan Document as eligible for
and this Agreement.
reimbursement from the FLEX Plan.
1.13
"Plan Year" means the twelve -month period of time
1.4 "Employer" means the Plan Sponsor and any successor
beginning with the effective date of the FLEX Plan as
organization or affiliate of such Employer which assumes
specified in the Plan Document.
the obligations of the FLEX Plan and this Agreement.
114
"Reimbursement Account" means an account utilized for
1.5 " ERISA" means the Employee Retirement Income
reimbursement for Covered Services. For purposes of
Security Act of 1974, as amended, together with all
this Agreement, the Reimbursement Account means the
regulations applicable thereto.
funds deposited for before -tax payment of premiums for
the employee health and welfare benefits plan and for
1.6 "Fee Schedule" means the listing of fees or charges for
Reimbursement Requests.
services provided under this Agreement. This Fee
Schedule may be modified from time to time in writing by
1.15
"Reimbursement Request" means a request by a
the mutual agreement of the parties. The Fee Schedule is
Participant for reimbursement for Covered Services from
contained in Appendix A and is a part of this Appendix E.
the FLEX Plan.
1.7 " HIPAA" means the Health Insurance Portability and
1.16
"Summary Plan Description" means the document
Accountability Act of 1996, as it may be amended from
required to be provided under Sec. 102 of ERISA that
time to time, and all regulations applicable thereto.
describes the terms and conditions underwhich the FLEX
Plan operates.
1.8 "Participant" is any employee, retiree or COBRA
beneficiary who is properly enrolled for and entitled to
1.17
"Working Day' will mean a regular business day that is
participate in the FLEX Plan and who submits expenses
not a recognized federal or banking holiday, and
for reimbursement from the FLEX Plan.
specifically excluding any Saturday or Sunday.
1.9 "Plan" means the Flexible Benefits Plan for the
Employees of Plan Sponsor, which is the subject of this
Agreement and which the Plan Sponsor has established 2.1
pursuant to the Plan Document.
1.10 "Plan Administrator" means the Employer and /or entity
designated by the Plan Sponsor which is responsible to
manage the day -to -day functions of the FLEX Plan and
make all discretionary decisions regarding Plan terms and
managing Plan assets. The Plan Administrator may
employ persons or firms to process Reimbursement
Requests and perform other Plan- connected services.
For the purposes of the Employee Retirement Income
Security Act of 1974, as amended, and any applicable
state legislation of a similar nature, the Employer will be
deemed to be the Plan Administrator of the FLEX Plan
unless by action of the Board of Directors or equivalent
authority the Employer designates in writing an individual
or committee to act as Plan Administrator.
MEDICAL ASA
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42
SECTION 2. RELATIONSHIP OF THE PARTIES
The Plan Sponsor delegates to the TPA only those
powers and responsibilities with respect to development,
maintenance and administration of the FLEX Plan that are
specifically enumerated in this Agreement. Any function
not specifically delegated to and assumed by the TPA in
writing pursuant to this Agreement will remain the sole
responsibility of the Plan Sponsor. The Plan Sponsor
retains the responsibility for any obligations under the
Consolidated Omnibus Budget Reconciliation Act
(COBRA) of 1985, as amended, and obligations under the
Health Insurance Portability and Accountability Act of
1996 ( HIPAA) unless this Agreement and the Fee
Schedule in Appendix A to Appendix E expressly include
provisions and fees for COBRA or HIPAA administrative
services by the TPA.
The TPA is acting as an independent contractor for
purposes of this Agreement. As such,. the TPA is not a
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fiduciary and does not assume any liability or
responsibility for any breach of duty or act of omission by
Plan Sponsor.
2.3 The parties acknowledge that
A. This is a contract for administrative services or iy
as specifically set forth herein,. and
B. The TPA will not be obligated to disburse more
in payment for Reimbursement Requests or
other obligations arising under the FLEX Plan
than the Plan Sponsor will have made available
in the Reimbursement Account, and
C. This Agreement will not be deemed a contract of
insurance under any laws or regulations. The
TPA does not insure. guarantee or underwrite
the liability of the Plan Sponsor under the FLEX
Plan. The Plan Sponsor has total responsibility
for payment of before -tax premiums for the
employee health and welfare benefits pian. for
Reimbursement Requests under the FLEX Plan
and all expenses incidental to the FLEX Plan.
2.4 Except as specifically set forth herein. this Agreement will
inure to the benefit of and be binding upon the parties
hereto and their respective legal successors provided,
however, neither party may assign this Agreement without
the prior written consent of the other which consent will
not be unreasonably withheld. There are no intended or
unintended third -party beneficiaries to this Agreement..
and this Agreement will not be construed in any manner
as to create same
2.6 Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the
parties, the parties shall make a good faith effort to
resolve any such disputes by negotiation. The negotiation
shall be attended by representatives of the TPA with full
decision - making authority and by Plan Sponsors staff
person who would make the presentation of any
settlement reached during negotiations to Plan Sponsor
for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between
the parties arising out of this Agreement the parties shall
attempt to resolve the dispute through Mediation before
an agreed -upon Circuit Court Mediator certified by the
State of Florida. The mediation shall be attended by
representatives of the TPA with full decision - making
authority and by Plan Sponsor's staff person who would
make the presentation of any settlement reached at
mediation to OWNER'S board for approval. Should either
party fail to submit to mediation as required hereunder,
the other party may obtain a court order requiring
mediation under Section 44.102. Fla. Stats.
Any suit or action brought by either party to this
Agreement against the other party relating to or arising
out of this Agreement must be brought in the appropriate
federal or state courts in Collier County. Florida. which
7/26/2011 Item 16.E.5.
courts have sole and exclusive jurisdiction on all such
matters
2.6 It is agreed by the parties to this Agreement that any
cause of action brought by either party to this contract
must be made within five (5) years of the date of
occurrence of any alleged breach, infraction or dispute, or
within five (5) years of the termination date of this
Agreement whichever occurs first, in compliance with
Section 95.11. Florida Statutes.
2.7 The TPA agrees to be duly licensed as a Third Party
Administrator to the extent required under applicable law
and agrees to maintain such licensure throughout the
term of this Agreement.
2.8 The TPA may secure the services of actuaries, computer
service firms, insurance consultants, legal counsel,
accountants and any other entities that it deems
necessary in performing its duties under this Agreement.
At the discretion of the TPA such services may be
performed directly by it, wholly or in part, through a
subsidiary or affiliate of the TPA or under an agreement
with an organization, agent, advisor or other person of its
choosing. Any such services resulting in a charge not
agreed to in the Fee Schedule must first be authorized in
writing by the Plan Sponsor. The TPA will be entitled to
rely, without investigation or inquiry, upon any written or
oral information or communication of the Plan Sponsor or
Agents, including but not limited to Consultants,
Actuaries, Attorneys. Accountants, auditors,. or Brokers
retained by the Plan Sponsor.
2.9 ALLEGIANCE will not be bound by any notice, directive or
request unless and until it is received in writing at the
mailing address or fax number shown below:
2806 SOUTH GARFIELD STREET
MISSOULA, MT 59801
Facsimile. (406) 523 -3149
Neither Plan Sponsor nor Plan Administrator will be bound
by any written notice, directive or request unless and until
it is received in writing at its primary place of business or
fax number shown below:
3311 Tamiami Trail East
Naples, Florida 34112
Facsimile: 239 - 252 -8048
2.10 The parties to this Agreement acknowledge that the TPA
will have no obligation of any sort .. express or implied, in
this contract to provide Plan Sponsorwith any proprietary,
confidential or trade secret information of TPA. The Plan
Sponsor is entitled to its claims information and other
information which the Plan Sponsor and Plan
Administrator are required to retain by applicable law, but
any proprietary, confidential or trade secret information of
the TPA shall be removed from such information. The
TPA will not disclose proprietary, confidential or trade
secret information to the Plan Sponsor without the Plan
Sponsor first executing a legally binding Confidentiality
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and Non - Disclosure Agreement regarding such
information.
SECTION 3. THE TPA's RESPONSIBILITIES
7/26/2011 Item 16.E.5.
limited to insurance contracts, if any, and
documents required to be filed with the U. S.
Department of Labor. There will be a fifteen cent
($15) per page copy charge assessed for all
copies produced hereunder.
The TPA will provide the following FLEX Plan Supervisory
and Reimbursement Services for the Plan Sponsor. The 3.5 The Employer and not the TPA, is responsible
fees for these services are stated in the Fee Schedule in for preparing and filing the IRS Form 5500 on or
Appendix A of this Appendix E. before the due date. The TPA will provide the
necessary information to enable the Plan
Sponsor to complete and file an IRS form 5500
SUPERVISORY SERVICES annual report, if requested, at least thirty (30)
days prior to the date such filings are due.
3.1 The TPA will assist Plan Sponsor in developing and
designing the FLEX Plan and any amendments, revisions REIMBURSEMENT PROCESSING SERVICES
or modifications subject to approval by Plan Sponsor or
Plan Sponsor's attorney. 16 As specified under the FLEX Plan, the TPA will
3.2 The TPA will maintain FLEX Plan records based on
eligibility information submitted by the Plan Sponsor as to
the dates on which a Participant's eligibility commences
and terminates, maintain Plan records of Plan elections
applicable to each Participant based on information
submitted by the Plan Sponsor, and maintain Plan records
regarding Reimbursement Requests, denials of
Reimbursement Requests. and Reimbursement Requests
Danced.
13 Upon request of Plan Sponsor, TPA will perform twenty -
five percent (25 %) Key Employee Concentration
discrimination testing for the Plan referenced in this
Agreement. However, by providing these services, TPA is
not acting as Plan Sponsor's legal counsel or tax advisor.
All services provided by TPA under this paragraph should
be reviewed by Plan Sponsor's legal counsel and tax
advisors.
3.4 The TPA will perform the following specific services for
Plan Sponsor as requested:
A. Project estimated costs relating to the FLEX
Plan.
B. Draft and prepare FLEX Summary Plan
Description for review and approval by Plan
Sponsor'slegalcounsel
C. Assist with the introduction of Plan provisions
and procedures to Plan Sponsor's electing
employees through materials and meetings
arranged by agreement between Sponsor and
the TPA
D. Prepare reports as required by law for the
financial management and administrative control
of the FLEX Plan for use by Plan Sponsor.
A. Promptly process and prepare disbursement to
pay valid Reimbursement Requests submitted
by participating employees.
B. Provide a proper accounting and billing to Plan
Sponsor of Reimbursement Requests paid.
C. Maintain current and complete records and files
of Reimbursement Requests and payments for
each participating employee according to the
TPA's current practices.
Duplicates 2.7
3.7 The TPA will possess throughout the term of this
Agreement an in -force fidelity bond or other insurance as
may be required by state and federal laws for the
protection of its clients. Additionally, the TPA agrees to
comply with any state or federal statutes or regulations
regarding its operations.
3.8 The TPA will process enrollment forms for Participants in
the FLEX Plan and answer enrollment inquiries; create
and maintain enrollment records for Participants and
distribute FLEX Plan materials supplied by the Plan
Sponsor to new Plan Participants.
3.9 The TPA will process Reimbursement Requests incurred
by Participants according to the terms of the Plan
Document as construed by the Plan Sponsor. The TPA
will establish and maintain usual and customary
Reimbursement Request review procedures within the
usual standard of care in the TPA industry. The TPA will
take reasonable measures and precautionsto prevent the
reimbursement of improper requests. TheTPAwillnotbe
liable for fraud, misrepresentation or errors by any
Participant or for errors in Reimbursements made to
Participants in good faith.
When all necessary documents and Reimbursement
E. Provide to Plan Sponsor, upon request. a copy Request form information have been received and the
of all Plan documents which employees are Reimbursement Request has been adjudicated, a
entitled to examine under ERISA and any other Reimbursement check or draft will be remitted on the next
related documents. Said documents will be Reimbursement disbursal date provided that the Plan
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Sponsor has provided funds for such Reimbursement. All
Reimbursement Requests will remain in a processed but 3.17
pended status until funded by the Plan Sponsor.
Customer Service Representatives of the TPA will inform
any Participant who inquires about any Reimbursement
Request which is pended for lack of funds that such
Reimbursement Request has been received and
processed and is pending receipt of funds. No further
explanation will be required of the TPA by the Plan
Sponsor under such circumstances.
3.10 The TPA will notify Participants in writing of ineligible
Reimbursement Requests received.
3.11 The TPA will process, issue and distribute
Reimbursement checks or drafts as instructed by the Plan
Sponsor to Participants. The TPA will notify the Plan
Sponsor of the Reimbursement Request amount required
to be deposited to the Reimbursement Account to pay the
Reimbursement Requests as they occur.
3.12 The TPAwill maintain local telephone service and toll -free
telephone lines for inquiries made by Participants
regarding the status of their Reimbursement Requests.
The TPA may record such telephone calls.
7/26/2011 Item 16.E.5.
The TPAwill, upon termination of this Agreement, . save all
records at the TPA's principal administrative office.
Reimbursement request files will be kept in secure
storage facilities for at least six (6) years following the
termination of a Plan Year or as required by ERISA.
Copies of any materials in storagewill be available to Plan
Sponsor for a copy fee of fifteen cents ($.15) per page
copied plus a retrieval fee often dollars ($10.00) per box
or CD ROM diskette accessed. At the end of the six -(6)
year period, the TPA will destroy all records.
3.18 The TPA will perform special Reimbursement Request
history research projects upon request by the Plan
Sponsor. A separate fee may be required depending
upon the complexity of such request.
3.19
3.13 The TPA will respond to Reimbursement Request
inquiries by a Participant, the estate of a Participant an
authorized member of a Participant's family unit. or the
Participant's authorized legal representative. 3.20
3.14 The TPA will maintain information that identifies a
Participant in a confidential manner. The TPA agrees to
take all reasonable precautions to prevent disclosure or
the use of premium payment information or
Reimbursement Request information for a purpose
unrelated to the administration of the FLEX Plan.
3.15 Plan Sponsor may provide its own Plan Document and
Summary Plan Description at its expense, used by TPA 3.21
for review and approval by Plan Sponsor's legal counsel,
subject to review and approval by TPA.
3.16 The TPA will maintain a Reimbursement Request file on
every Reimbursement Request reported to it by the
Participants. Copies of such records will be made
available to the Plan Sponsor during a regularly
scheduled Working Day at the office of the TPA for
consultation, review. and audit upon advance notice of a 4.1
minimum of fourteen (14) Working Days
The Plan Sponsor will pay for any audit made at its
request. A fee of fifteen cents ($.15) per photo copy will
be paid by the Plan Sponsor or Plan auditor on behalf of
the Plan Sponsor for any Reimbursement Request or
other record. The TPA will charge an hourly fee of one
hundred dollars ($100.00) for executive or professional
time, fifty dollars ($50.00) per hour for department
managertime and twenty -five dollars ($25.00) per hourfor
clerical time spent in cooperation with such consultation..
review and audit.
The TPA will provide non - proprietary information and
documents as requested by the Plan Sponsor to brokers
and agents designated by the Plan Sponsor, provided,
however, if the Plan Sponsor has entered into an agent of
record agreement with any agent or broker, and the TPA
has notice of the same, the TPA will not be required to
provide any information or documentation to other agents
or brokers unless or until Plan Sponsor has terminated
the agent of record agreement and notified the agent of
record of the termination. The TPA will have the express
right to contact any agent of record to verify the agent of
record agreement has been terminated.
The TPA will have no obligation whatsoeverwith regard to
the Plan Sponsors obligations and responsibilities under
the Consolidated Omnibus Budget Reconciliation Act
(COBRA) of 1985, as amended, or the Health Insurance
Portability and Accountability Act (HIPAA) of 1996, unless
specifically requested by Plan Sponsor. in which case
TPA's responsibilities for COBRA administration are
stated in the COBRA Appendix C attached hereto and
made a part hereof by this reference.
Upon request TPA will provide certain limited bank
account management services for the reimbursement
Account. for the fees and upon the conditions set out in
Reimbursement Account Management Services Appendix
D attached hereto and made a part hereof by this
reference.
SECTION 4. PLAN SPONSOR OBLIGATIONS
Plan Sponsor will furnish to the TPA the following reports
and information to allow effective performance by the
TPA.
A. Certification of participation in the FLEX Plan
and such other information as may be necessary
for processing Reimbursement Requests.
B Prompt reconciliation of
(1) The itemized monthly billing provided
by the TPA listing employees covered
under the FLEX Plan, and',
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(2) The amount of premiums and
contributions elected by each
participating employee for the billing 4.5
period.
In the event the Plan Sponsor does not reconcile
the contribution listing, the TPA will reconcile the
contribution listing at the rates shown in the Fee
Schedule in Appendix A to this Appendix E.
4.2 Plan Sponsor will give notice of the establishment of the
FLEX Plan to its employees and will be responsible for 4.6
distributing copies of the Summary Plan Description to
participating employees.
4.3 Plan Sponsor will maintain current and accurate Plan
eligibility and participation records, verify Participant
eligibility and submit this information if requested by the
TPA, to the TPA at its designated mailing address, 4.7
This information will be provided in a format acceptable to
the TPA and will include the following for each Participant .
name and address, Social Security number, date of birth, 4.8
type of participation, sex relationship to employee,
changes in participation, date participation begins or
ends, and any other information necessary to determine
eligibility and participation levels under the FLEX Plan.
Plan Sponsor assumes the responsibility for the
erroneous disbursement of reimbursements by the TPA in
the event of error or neglect on the Plan Sponsor or 4.9
Employer's part of providing eligibility and participation
information to the TPA, including but not limited to, failure
to give timely notification of ineligibility or termination of a
former Participant.
4.4 Plan Sponsor will resolve all Plan ambiguities and
disputes relating to the eligibility of a Participant, Plan
participation, denial of Reimbursement Requests or
decisions regarding appeal, or denial of Reimbursement
Requests, or any other Plan interpretation questions. The
Plan Sponsorwill respond to any written request made by
the TPA within ten (10) working days.
The TPA will administer and process Reimbursement
Requests in accordance with this Agreement if the Plan
Document and Summary Plan Description are clear and
unambiguous as to the validity of the Reimbursement
Requests and the Participants' eligibility for participation
under the FLEX Plan, but will have no discretionary
authority to interpret the FLEX Plan or adjudicate
Reimbursement Requests. If processing a
Reimbursement Request requires interpretation of
ambiguous Plan language, and the Plan Sponsor has not
previously indicated to the TPA the proper interpretation
of the language, then the Plan Sponsorwill be responsible
for resolving the ambiguity or any other dispute.
The Plan Sponsor's decision as to any Reimbursement
Request (whether or not it involves a Plan ambiguity or
other dispute) will be final and binding unless modified or
7/26/2011 Item 16.E.5.
reversed by a court or regulatory agency having
jurisdiction over such matter.
Plan Sponsor will prospectively fund the Reimbursement
Accounts each pay period by depositing funds deducted
from Participants' wages into the Reimbursement
Account. If additional funding is required to pay claims,
Plan Sponsor shall advance funds in a timely manner, but
in no event later than thirty (30) days after notice from the
TPA of the required funding amount, so pended claims
can be released.
Plan Sponsor will not demand or require the TPA, under
any circumstances, to issue checks or drafts for
Reimbursement Requests or any other costs arising out of
the subject matter of this Agreement, unless the Plan
Sponsor has so authorized and has previously deposited
sufficient funds to cover such payment(s).
Plan Sponsorwill provide the TPA with copies of any and
all revisions or changes to the FLEX Plan within five (5)
Working Days of the effective date of the changes.
Plan Sponsorwill provide, and timely distribute, all notices
and information required to be given to Participants,
maintain and operate the FLEX Plan in accordance with
applicable law, maintain all record keeping, and file all
forms relative thereto pursuant to any federal, state, or
local law, unless this Agreement specifically assigns such
duties to the TPA.
Plan Sponsor will at all times acknowledge that it is the
Plan Sponsor, Plan Administrator, and Named Fiduciary,
as these terms are defined in ERISA or other applicable
law As such, Plan Sponsor retains full discretionary
control and authority and discretionary responsibility in the
operation and administration of the FLEX Plan.
4.10 Plan Sponsor will pay any and all taxes, licenses, and
fees levied, if any, by any local, state, or federal authority
in connection with the FLEX Plan.
4.11 Plan Sponsor will hold confidential information obtained
that is proprietary to the TPA or information or material not
generally known by personnel other than management
employees of the TPA. Subject to Chapter 119, Florida
Statutes, also known as the Public Records Law,
4.12 Plan Sponsor will pay, in accordance with the Fee
Schedule, the TPA's fees for services rendered under this
Agreement. Unless otherwise agreed, the TPA may
withdraw from the applicable account any fee then due to
the TPA prior to application of the funds in the applicable
account to pay Reimbursement Requests or any other
costs arising out of the FLEX Plan or the subject matter of
this Agreement.
4.13 Plan Sponsor will maintain any fidelity bond or other
insurance as may be required by state or federal law for
the protection of the FLEX Plan and Participants.
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4.14 Plan Sponsor will notify the TPA of any requests for FLEX
Plan documents orwritten inquiries about Reimbursement
Requests processed under the FLEX Plan.
4.15 Plan Sponsor will maintain a supply of election forms,
Reimbursement Requestforms. Compensation Reduction
Agreement forms, and other documents provided by the
TPA, and will make them available to participating
employees. 5.1
4.16 Plan Sponsor will submit timely payment for enrollment
services and administrative fees as stated in Appendix A
of this Appendix E.
4.17 Plan Sponsor will provide all reports and documents
required from time to time to satisfy governing law or to
promote effective FLEX Plan operation.
4.18 Plan Sponsor retains sole responsibility for Plan
Sponsor's obligations and responsibilities under the
Consolidated Omnibus Budget Reconciliation Act
(COBRA) of 1985, as amended or the Health Insurance
Portability and Accountability Act (HIPAA) of 1996. unless
Plan Sponsor has specifically requested TPA to provide
COBRA administrative services, in which case TPA's
responsibilities for COBRA administration are stated in the
COBRA Appendix C attached hereto and made a part
hereof by this reference.
4.19 If the Plan Sponsor elects Set -Up Services Only as
shown on the Fee Schedule in Appendix A of this
Appendix E, and elects not to have the TPA provide Re-
Enrollment and Discrimination Testing Services, the Plan
Sponsor retains sole responsibility for Discrimination
Testing, and the TPA will have no responsibility for the
same. Further, if these services are not elected. the TPA
will have no responsibility whatsoever for notifying Plan
Sponsorof changes in, and required compliance with. the
laws applicable to this Plan. including Plan Document
revisions required for such compliance. The Plan
Sponsor will remain solely responsible for remaining
apprized of such future changes in laws and required
compliance with regard to Plan Documents.
4.20 The Plan Sponsor has sole responsibility for preparing
and filing IRS Form 5500 if applicable.
#4.21 TPA provides a website to its customers for access to
plan information which includes Protected Health
Information (PHI) as that term is defined by the Health
Insurance Portability and Accountability Act of 1996
(HIPAA). Access to PHI via the website Is limited to the
person to whom the PHI belongs by use of a unique
personal password mailed to that person's known
address.
Plan Sponsor has requested TPA issue passwords to
persons requesting them via the TPA's website. Plan
Sponsor and TPA agree to the following.
The person requesting a password will certify their identity
by using unique identifiers.
7/26/2011 Item 16.E.5.
TPA will not be responsible or liable in any way as the
Business Associate of Plan Sponsor for any fraud or
identity misrepresentation which causes a password to be
issued to the wrong person.
SECTION 5. DURATION OF AGREEMENT
This Agreement shall commence on January 1, 2012.. and
end on December 31, 2014 This Agreement and maybe
renewed for two (2) additional one (1) year periods as
mutually agreed by the parties in writing, under the same
terms, conditions and Fee Schedule unless modified or
terminated as described below.
5.2 In the event of a change in the Fee Schedule the fee
quote described in this subsection must be accepted, in
writing, by Plan Sponsor prior to the renewal date for the
period to which the fee quote applies. Nonacceptance of
the fee quote prior to such renewal date shall cause this
Agreement to lapse and terminate at 12:01 o'clock a.m.
on that renewal date.
5.3 Either party may terminate this Agreement at any time
upon providing the terminating party with thirty (30) days
prior notice of intent to terminate unless both parties
agree to waive such advance notice. All obligations of the
TPA to process benefits under the FLEX Plan are
terminated on the effective date of termination even
though a reimbursable expense arose prior to the
termination of this Agreement. At the option of the party
initiating the termination, the other party may be permitted
a cure period (of a length determined by the party
initiating the termination) to cure any default.
50 Failure of Plan Sponsor to provide funds for
Reimbursement Requests orto make contributions to the
FLEX Plan will result in the termination of this Agreement
thirty (30) days from the date of written notice to Plan
Sponsor of the lack of funds.
5.5 Upon termination of this Agreement, the TPA shall provide
an accounting and reconciliation to Plan Sponsor within
sixty (60) days after the effective date of termination.
Together with said accounting and reconciliation, the TPA
shall return to Plan Sponsor all remaining funds of Plan
Sponsor and /or its employees held by the TPA. TPA shall
forward to Plan Sponsor all Reimbursement Requests
received but not processed by TPA.
5.6 Any amendment which affects only the Fee Schedule,
Appendix A to this Appendix E, shall be made, in writing
signed by all parties and approved by the Collier County
Board of County Commissioners, All fee quotes accepted
by Plan Sponsor for renewals of this Agreement will be
incorporated into this Agreement as amendments to the
Fee Schedule, Appendix A to this Appendix E.
5.7 The TPA may, at its sole option. terminate this Agreement
with ten (10) days written notice upon the occurrence of
any one or more of the following events pertaining to the
Plan Sponsor.
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A.
The Plan Sponsor fails to pay administration
fees or other fees for the TPA 's services upon
presentation for payment and in accordance with
the Fee Schedule;
B.
The Plan Sponsor engages in any unethical
business practice or conducts itself in a manner
which in the reasonable judgment of the TPA
may be a violation of any federal, state, or other
government statute, rule, or regulation,
C.
The Plan Sponsor, through its acts, practices, or
operations, exposes the TPA to any existing or
potential investigation or litigation;
D.
The Plan Sponsor loses its licensure or
certification required by law to continue the
FLEX Plan;
E.
Insolvency;
F.
Court appointment of a permanent receiver for
all or substantially all of the Plan Sponsor's
assets;
G.
A general assignment of the benefit of creditors
by the Plan Sponsor, or
H.
The filing of a voluntary or involuntary petition of
bankruptcy, if such petition is not dismissed
within forty -five (45) days of the date of filing,
...
provided that an order for relief from automatic
stay has been obtained, or with respect to a
Chapter 11 proceeding, that the bankrupt or
Bankruptcy Trustee fails to reaffirm this
Agreement and provide adequate assurances
pursuant to 11 USC 365.
5.8 The
Plan Sponsor may, at its option, terminate this
Agreement with ten (10) days written notice upon the
occurrence of any one or more of the following events
pertaining to the TPA'
A.
Insolvency,
B.
Court appointment of a permanent receiver for
all or substantially all of the TPA's assets,
C.
A general assignment of the benefit of creditors
by the TPA:
D. The filing of a voluntary or involuntary petition of
bankruptcy, if such petition is not dismissed
within forty -five (45) days of the date of filing,
provided that an order for relief from automatic
stay has been obtained, or with respect to a
Chapter 11 proceeding, that the bankrupt or
Bankruptcy Trustee fails to reaffirm this
Agreement and provide acequate assurances
pursuant to 11 USC 365;
7/26/2011 Item 16.E.5.
E. The TPA engages in any unethical business
practice or conducts itself in a manner which in
the reasonable judgment of the Plan Sponsor
may be a violation of any federal, state, or other
government statute, rule, or regulation, or
F. The TPA loses its licensure or certification
required by law to continue its business or
continue as third -party administrator.
5.9 In the event this Agreement is terminated for any reason
and Plan Sponsor cannot be located following reasonable
efforts by TPA, TPA shall charge a fifty dollar ($50.00) per
check administrative charge for its efforts to return any
stale dated funds (defined as a check with an original
issue date greater than one hundred eighty (180) days)
belonging to Plan Sponsor or belonging to a plan
participant who, likewise, cannot be located. The
administrative charge may be paid from any funds of the
Plan Sponsor held by TPA, or billed directly to the Plan
Sponsor. This provision shall survive termination of this
Agreement.
5.10 TPA, in its sole discretion may provide run out services
upon the termination of this agreement. The Run out
period, notto exceed three (3) months, will be determined
by the Plan Sponsor at the time of notification of the
termination. If no run out time is specified, the TPA will
cease all claims processing on the date of termination.
Run out services will consist solely of processing claims
incurred by a Participant prior to the date of termination of
this Agreement, but submitted no later than the end of the
run out period. Run out services will be provided by the
TPA only if at the time of termination of this agreement, all
fees due the TPA and all plan funding are paid and
current. TPA will not provide run out services if the above
conditions are not met, or if termination is aresult of any
of the conditions listed in paragraph 5.7 of this
Agreement. The run out fee will be an amount equal to the
amount of Plan Sponsor's administrative fees payable to
the TPAforthe month immediately priorto the date notice
of termination multiplied by the run out time in months.
Upon determination of the run out period, a run out fee
schedule will be issued to the Plan Sponsor as an
Appendix F to this agreement.
SECTION 6. LIMITATIONS AND INDEMNIFICATION
61 In performing its obligations in this Agreement, the TPA is
acting only as an independent contractor. Plan Sponsor
shall be deemed to be Plan Administrator. unless Plar
Sponsor designates an individual or committee to act as
Plan Administrator. For purposes of the Employee
Retirement Income Security Actof 1974 as amended from
time to time and any applicable State legislation of a
similar nature, Sponsor will be deemed to be
Administrator of the Plan, unless Sponsor designates an
individual or committee to act as Administrator. In no
instance will the TPA be deemed to be or be..
Administrator of the Plan for purposes of the Employee
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Retirement Income Security Act of 1974, as amended
from time to time.
6.2 The TPA will not be liable for, and will not advance its
funds for payment of Reimbursement Requests underthe
FLEX Plan. The TPAwill not be considered the insurer or
underwriter of the liability of Plan Sponsor to provide
benefits for the employees participating under the FLEX
Plan. Plan Sponsor will have final responsibility and
liability for Reimbursement Requests in accordance with
the FLEX Plan .
6.3 The TPA will indemnify, defend, save and hold the Plan
Sponsor harmless from and against any and all claims,
suits, actions, liabilities, losses, penalties or damages
including court costs and attorney's fees with respect to
the FLEX Plan which directly result from or arise out of the
dishonest, fraudulent, grossly negligent or criminal acts of
the TPA or its employees, except for any acts taken at the
specific direction of the Plan Sponsor.
6.4 The Plan Sponsor will indemnify, defend, save, and hold
the TPA harmless from and against any and all claims,
suits, actions, liabilities, losses, penalties or damages, to
the extent that such claims, losses, liabilities, damages
and expenses arise out of or are based upon the gross
negligence, fraudulent, criminal or dishonest acts of Plan
Sponsor its agents and employees in the performance of
their duties, a release of data by the TPA to the Plan
Sponsor. or an interpretation of the FLEX Plan by the Plan
Sponsor on which the TPA acts.
To the extent authorized by law, and applicable to contract
and indemnity claims the foregoing indemnification shall
not constitute a waiver of sovereign immunity beyond the
limit set forth in Section 768.28. Florida Statutes
SECTION 7. MISCELLANEOUS
71 This Agreement, together with all addenda, exhibits and
appendices supersedes any and all prior representations,.
conditions, warranties, understandings, proposals, or
other agreements between the Plan Sponsor and the TPA
hereto, oral or written, in relation to the services and
systems of the TPA, which are rendered or are to be
rendered in connection with its assistance to the Plan
Sponsor in the administration of the FLEX Plan
7.2 This Agreement, together with the aforesaid addenda,
exhibits, and appendices constitutes the entire
Administrative Services Agreement of whatsoever kind or
nature existing between or among the parties.
7.3 The parties hereto, having read and understood this entire
Agreement, acknowledge and agree that there are no
other representations.. conditions, promises, agreements,
understandings, or warranties that exist outside this
Agreementwhich have been made by either ofthe parties
hereto, which have induced either party or have led to the
execution of this Agreement by either parry. Any
statements.. proposals, representations. conditions..
warranties. understandings.. or agreements which may
have been heretofore made by either of the parties
MEDICAL ASA
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hereto, and which are not expressly contained or
incorporated by reference herein, are void and of no
effect
7.4 This Agreement may be executed in two or more
counterparts, each and all of which shall be deemed an
original and all of which together shall constitute but one
and the same instrument.
7.5 Except as provided herein, no changes in or additions to
this Agreement shall be recognized unless and until made
in writing and signed by all parties hereto.
7.6 In the event any provision of this Agreement is held to be
invalid, illegal, or unenforceable for any reason and in any
respect,. such invalidity, illegality, or unenforceability shall
in no event affect, prejudice, or disturb the validity of the
remainder of this Agreement, which shall remain in
accordance with its terms.
7 The Plan Sponsor will notify the TPA within ten (10)
Working Days of any inquiry made by any Participant or
authorized representative of any Participant related to
Plan Documents, Plan Records, Reimbursement
Requests, disputes, threatened litigation, lawsuits
pertaining to the FLEX Plan or any inquiry made by any
federal or state authority regarding the FLEX Plan.
7.8 In the event that either party is unable to perform any of
its obligations under this Agreement because of natural
disaster, labor unrest, civil disobedience. acts of war
(declared or undeclared), or actions or decrees of
governmental bodies (any one of these events which is
referred to as a "Force Majeure Event'), the party who has
been so affected shall immediately notify the other
party and shall do everything possible to resume
performance,
Upon receipt of such notice, all obligations under this
Agreement shall be immediately suspended. Ifthe period
of non - performance exceeds fourteen (14) Working Days
from the receipt of notice of the Force Majeure Event, the
party whose ability to perform has not been so affected
may.. by giving ten (10) Working Days written notice,
terminate this Agreement.
7.9 All notices required to be given to either party by this
Agreement shall, unless otherwise specified in writing, be
deemed to have been given three (3) days after deposit in
the U.S. Mail, first class postage prepaid, certified mail,
return receipt requested.
Any official notice to the TPA will be mailed to the
attention of the President at 2806 South Garfield Street,
Missoula, MT 59801. The TPA will not be bound by any
notice directive or request unless and until it is received
in writing at this address.
Any official notice to the Plan Sponsor will be mailed to
the attention of Jeff Walker, the Risk management
Director at 3311 Tamiami Trail East, . Naples, Florida
34112. The Plan Sponsor will not be bound by any
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notice, directive or request unless and until it is received
in writing at this address.
.10 The TPA has adopted an Affirmative Action Policy that is
in compliance with Section 49 -3 -101 to Section 49 -3 -303
MCA. Employees hired by the TPA are hired on the basis
of merit and qualifications, and there is no discrimination
on the basis of race, color, religious creed, political ideas,
sex, age, marital status, physical handicap, national origin
or ancestry by persons performing this Agreement.
Qualifications mean such abilities as are genuinely related
to competent performance of the particular occupational
task.
7.11 This Agreement shall be interpreted and construed in
accordance with the laws of the state of Florida except to
the extent superseded by federal law.
7.12 No forbearance or neglect on the part of either party to
enforce or insist upon any of the provisions of this
Agreement shall be construed as a waiver, alteration, or
modification of the Agreement.
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APPENDIX A to APPENDIX E
FEE SCHEDULE AND FINANCIAL ARRANGEMENT
FEE SCHEDULE
7/26/2011 Item 16.E.5.
The Plan Sponsor and the TPA hereby agree to the compensation schedules set forth below as being the sole compensation tothe TPAfor
any of its services which relate to the FLEX Plan. Monthly fees are based upon Plan Participant enrollment as of the beginning of the
month
All fees stated below are subject to Chapter 218. Florida Statutes, . also known as the "Local Government Prompt Payment Act.
Plan Sponsor shall pay THE TPA the following fees as indicated:
SERVICE
AMOUNT DUE
A. Monthly Service Fee FSA for 2012
$4.15 /participant per month
Monthly Service Fee FSA for 2013 and 2014
$4.27/ participant per month
Monthly Service fee FSA for 2015 and 2016
$4.40 /participant per month
B. Hourly fee of $50.00 for reconciliation of contribution listing and related accounting services.
C. Hourly fee of $100.00 for welfare plan consulting. Such services must be agreed to in advance by the Plan Sponsor.
D. Hourly fee of $100.00 per hour for audit assistance services and any other services provided by the TPA not specifically provided
for in this Agreement.
E. Electronic Payment Card Service for 2012 $1.00 /participant per month
Elecronic Payment card Service for 2013 and 2014 $1.03 /participant per month
Electronic Payment Card Service for 2015 and 2016 $1.06 1participant per month
F. Fee for FSA COBRA services $.25 /participant/month together with 2% of the
COBRA fees collected.
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