Backup Documents 07/26/2011 Item #16E5
16 E 5
MEMORANDUM
Date:
September 21, 2011
To:
Diana De Leon, Contract Technician
Purchasing Department
From:
Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re:
Contract #11-5729: Third Party Group Health
Administration Services
Contractor: Allegiance Benefit Plan Management, Inc.
Attached, is an original copy of the contract referenced above (Item #161'5),
approved by the Board of County Commissioners on Tuesday, July 26,2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8411.
Thank you.
Attachment
.-
16 E 5 ~
County
Purchasing Department
3327 Tamiami Trail East
Naples, Florida 34112
Telephone: (239) 252-2667
FAX: (239) 252-6593
Email: LynWood@collierqov.net
www.collierqov.net/purchasinq
Admni~ Services DMsioo
Purchasing
Memorandum
J:1oo
c::
Ct.>
c..."
o
'"'t7
.:x
J:-
..
Subject:
Solicitation # 11-5729 "Third Party Administrator for Group Health Plan"
Date:
August 15, 2011
From:
tr-
U1
U1
Lyn M. Wood, C.P.M., Procurement Strategist
To:
Ray Carter, Risk Manager
This Contract was approved by the BCC on July 26, 2011 Agenda Item 16.E.5
The County is in the process of executing this contract with Allegiance Benefit Plan Management, Inc.
Please review the Insurance Certificate(s) for the referenced Contract.
"-:0
..
..........
-
8
i-O
z"'"
. . J 1
~c;'
rr
');>0
g-ri
~~
~
. If the insurance is not in order. please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the
County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order. please acknowledge your approval and send to the County Attorney's office via
the attached Request for Legal Services.
stion please contact me at the above referenced information.
C:
MTE RECEtWD
AUG 1 6 2011
RISK IWtI&MENT
Jeff Walker, Risk Management
(Please route to County Attorney via attached Request for Legal Services)
w~~\\
G/Acquisitions/AgentF ormsandLetters/RiskMgmtReviewofl nsurance4/15/201 0/16/09
~
'--.'\
16 E 5
11-5729 "Third Party Administrator for Health Benefits"
ADMINISTRATIVE SERVICES
AGREEMENT
THIS Administrative Services Agreement (hereinafter "Agreement"), effective for the thirty-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
shall 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 document will 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.
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
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:
(a) A group health plan;
(b) Health Insurance coverage;
(c) Part A, Part B or Part C of Title XVII! of the
Social Security Act (Medicare);
(d) Title XIX of the Social Security Act, other than
coverage consisting solely of benefits under
91928 (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;
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT, INC.
Page 1 of 41
MED STO SNGL EMP
REV. 2011.2 (6-11)
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
(h) A health plan offered under Chapter 89 ofTitle 5,
United States Code (Federal Employee Health
Benefits );
(i) A public health plan; or
(j) A health benefit plan under ~5(e) of the Peace
Corps Act.
(k) A state Children's Health Insurance Program
(CHIP).
"Employer" means the Plan Sponsor and any successor
organization or affiliate of such Employer which assumes
the obligations of the Plan and this Agreement.
"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, together with all regulations
applicable thereto.
"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.
"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.
"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.
"HIPAA" means the Health Insurance Portability and
Accountability Act of 1996, as amended, together with all
applicable regulations thereto.
"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 Intemal
Revenue Code of 1986, as amended, and regulations
issued thereunder.
"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.
"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.
"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.
"Plan Document" means the instrument or instruments that
set forth and govern the duties of the Plan Sponsor and
1.21
1.22
1.23
1.24
16 E 5
eligibility and benefit provisions of the Plan, which provide
for the payment or reimbursement of Covered Services.
"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.
"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.
"Qualifying Event" means:
(a) With respect to an eligible Participant:
1. The termination (other than by reason of gross
misconduct) of the covered Participant's
employment; or
2. The reduction in hours of the covered
Participant's employment causing the
Participant to become ineligible for coverage.
(b) With respect to covered Dependents:
1. Death of the covered Participant;
2. Termination of the covered Participant's
employment;
3. Reduction in hours of the covered Participant's
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:
1. 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:
1. Bankruptcy, if the Dependent was a covered
Dependent of a covered retiree on or before the
day before the bankruptcy Qualifying Event.
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 2 of 41
MED STD SNGL EMP
REV. 2011-2 (6-11)
1.25 "Stop Loss or Excess Loss Insurance" means an
insurance policy obtained by the Plan or the Plan Sponsor
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 of the 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
(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
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.
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 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 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 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.
2.7 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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 3 of 41
management companies, preferred provider organizations,
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 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 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.
2.9
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.
D.
Professional Liability Insurance: The TPA shall
maintain Insurance to insure it's 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 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
2.11
2.12
2.13
16 E 5 7:"~
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
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 indemnify, 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.
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
arise out of or are based upon the gross negligence,
fraudulent, criminal or dishonest acts of the 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:
3.1 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.
3.2
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
MEOlcAl ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MEO STO SNGL EMP
REV. 2011-2 (6-11)
Page 4 of 41
benefits, and distribute identification cards to the Plan
Sponsor in accordance with Appendix A, the Fee
Schedule.
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
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 TPA will 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
16 E 5
.
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
about any Claim which is pended 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 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.
3.4
After a preliminary review to determine that the 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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 5 of 41
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
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 offourteen (14) Working Days ofthe date the
TPA receives the Complete Claim documentation and any
Plan interpretations by the Plan Sponsor.
3.7
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.
3.8
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.
3.9
Maintain an Internet Inquiry site for Paid Claims,
processed claims and related information. Maintain an
interactive voice response system and fax back service for
the 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
3.12
16 E 5 ..~
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 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.
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 for a
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 TPAs 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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 6 of 41
auditor( s), consultant( s), agent( s) or broker( s) for the Plan
Sponsor.
3.13
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, hereby attached 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)
(b)
(c)
(d)
(e)
(f)
monthly summary of benefits paid analysis by
type of Claim and total dollar amounts;
weekly check register;
monthly cumulative aggregate deductible to paid
Claims report;
annual summary management report within sixty
(60) days after the close of the Plan Year;
annual loss analysis report; and
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 for the 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
conceming 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
3.18
3.19
3.20
3.21
16 E 5 ~
agreed to between the Plan Sponsor and the TPA. A
separate fee will be charged for these services as stated in
Appendix A.
Provide data extracts to Plan Sponsor's predictive
modeling vendor.
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.
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.
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 ofthe 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 ofTen 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.
Provide Certificates of Creditable Coverage and other
Creditable Coverage services as required by HIPAA for
employees of the Plan Sponsor and their eligible
dependents.
3.23
3.22 Provide Medicare, MSP, and 9111 reporting services.
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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 7 of 41
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 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 employer's
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 who 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 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 commence 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,
3.28
16 E 5 14
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.
The TPA will perform such supervisory services with
respect to the medical expense reimbursement plan
(hereinafter referred to as the health reimbursement
arrangement or HRA Plan) in accordance with Appendix
D, hereby attached 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.
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.
MEDICAl ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 8 of 41
The TPA will administer and process Claims in
accordance with Article III 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
Sponsor has not previously indicated to the TPA the
proper interpretation of the language, then the Plan
Sponsor will 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
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.
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).
4.5
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 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
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.
4.8
Acknowledge that it is the Plan Sponsor, Plan
Administrator, and Named Fiduciary. As such, the Plan
Sponsor retains full discretionary control and authority 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.
4.10
4.11
4.12
4.13
4.14
4.15
16 E 54
Hold confidential information that is proprietary to the TPA
or information or material not generally known by
personnel other than management employees of the TP A.
The Plan Sponsor agrees not to use or disclose
proprietary information of the TPA. Such proprietary
information includes, but is not limited to, information
designated as "trade secrets" under the Montana Uniform
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.
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.
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.
MEDICAl ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 9 of 41
4.16
Have the sole responsibility for reporting and disclosure,
including but not limited to plan documents, summary plan
descriptions, summaries of material modifications,
participant communications, pre-retirement counseling to
participants, bonding filings or other compliance required
of, by or for the Plan, their participants and beneficiaries,
or the Plan Sponsor by ERISA, the Intemal Revenue
Code, or any other related and/or applicable federal, state
or local laws, rules or regulations. Plan Sponsor shall
indemnify and hold harmless TPA from any claim or
expense incurred as a result of the Plan Sponsor's failure
to comply with the requirements or provisions of
applicable, federal, state, and local laws, rules and
regulations. 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.
4.17
Shall be solely responsible for paying all fees, expenses,
or costs attributable to any legal action or proceeding
brought to recover a refund of a claim for benefits under
the Plan brought or prosecuted by or on behalf of the Plan
Sponsor or Plan Administrator. TPA shall, however, make
available to the Plan Sponsor and its counsel, such
evidence which relates to or is relevant to such action or
proceeding as TPA may have as a result of the
performance of the services set forth in this Agreement.
TPA shall promptly notify the Plan Sponsor in writing of
any legal actions of which it becomes aware that involve
the Plan or the Plan Sponsor. Any legal fees incurred by
TPA in connection with any legal action or proceeding.
4.18
Provide timely, accurate and complete information
required by TPA to provide the services that TPA has
agreed to perform under this Agreement. TPA shall have
the right to rely on such information. Such information
shall include but not be limited to all necessary eligibility
enrollment and participant data; and copies of all
goveming documents of the Plan and any amendments
thereto, including any written policies, interpretations,
rules, practices or procedure concerning same. Such
information shall be provided upon execution of this
Agreement and immediately following modification or
amendment. TPA shall have the right to assume that all
such information is accurate and complete and TPA shall
be under no duty to question such information. Plan
Sponsor shall reimburse TPA at its standard hourly rates
for TPA's costs incurred for efforts expended to remedy
data or information inaccuracies as were provide by the
Plan Sponsor.
4.19
Provide suitable and adequate office space at Plan
Sponsor's location for TPA's onsite claims and customer
service personnel, at no cost to TPA, provided however,
TPA shall bear all costs for its office equipment and
telephone and intemet services and connectivity.
ARTICLE V: DURATION OF AGREEMENT
5.1
This Agreement shall commence and end on the dates
first written above, unless terminated earlier in accordance
with this Article. The fee quote in this subsection must be
16 E 5 ,~
accepted, in writing, by the Plan Sponsor prior to the
renewal date for the period to which the fee quote applies.
Non-acceptance of the renewal fee quote shall cause this
Agreement to lapse and terminate at 5:00 P.M. on the last
Working Day of this Agreement.
5.2
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 anticipated Claims experience
under the Plan or the TPA's cost of administering the Plan,
the Plan Sponsor agrees to pay any increase in Claims
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, may be made subject to an amendment in
writing by the parties and approved by the Collier County
Board of County Commissioners. All fee quotes accepted
by the Plan Sponsor for renewals of this Agreement will be
incorporated into this Agreement as amendments to the
Fee Schedule, Appendix A.
5.3
Either the Plan Sponsor or the TPA may terminate this
Agreement at any time, by giving ten (10) days advance
written notice to the other party 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.
5.4
The TPA may, at its sole option, terminate this Agreement
with ten (10) days written notice upon the occurrence of
anyone or more of the following events pertaining to the
Plan Sponsor:
(a) The Plan Sponsor fails to fund the Claims
Payment account;
(b) 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, Appendix A;
(c) The Plan Sponsor fails to comply with any
federal, state or other government statute, rule or
regulation;
(d) The Plan Sponsor, through its acts, practices, or
operations, exposes the TPA to any existing or
potential investigation or litigation.
(e) The Plan Sponsor permits its stop loss or excess
loss insurance to lapse, whether by failure to pay
premiums or otherwise;
(f) The Plan Sponsor loses its licensure or
certification, if required by law, to continue the
Plan;
(g) Insolvency of the Plan;
(h) Court appointment of a permanent receiver for
substantially all of the Plan Sponsor's assets;
(i) A general assignment of the benefit of credits by
the Plan Sponsor; or
MEDICAl ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 10 of41
U)
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.
5.5
The Plan Sponsor may, at its option, terminate this
Agreement with ten (10) days written notice upon the
occurrence of anyone 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
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.
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
outstanding amounts due and payable to the TPA under
the terms of this Agreement, the TPA will process incurred
but not reported Claims after the termination of this
Agreement (Run-Out Services). The written request of the
Plan Sponsor for Run-Out services must be received
before the date of termination of this Agreement. A
separate Run-Out Services Agreement will be provided
after receipt of the request for Run-Out services. The fee
for Run Out Services is stated in Appendix A hereto.
5.7
If this Agreement terminates for any reason and no Run-
Out Service Agreement is requested, or if the TPA
declines to provide Run-Out Services, the TPA shall have
no obligation to:
(a) Complete the processing of any claim requests
that were pending or otherwise not Complete
Claims or complete the processing of any
Complete Claims if the Plan Sponsor has failed
to provide funds for the payments of any benefits
due;
(b) Accept or process requests for claim payments
presented to it after termination of this
Agreement irrespective of when such claim was
incurred;
16 E 5
(c)
Issue claims checks after the termination date of
this Agreement for any request for claims
payments relative to conditions existing before,
on or after such a date.
Provide ongoing customer service to Plan
Participants or Health Care Providers; or
Perform any other task or requirement of this
Agreement, except for those requirements that
specifically survive termination of this
Agreement.
(d)
(e)
5.8
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.
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 $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.
ARTICLE VI: MISCELLANEOUS
6.1
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.
6.2
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.
Appendices attached hereto and incorporated by
reference include: Appendix A, Fee Schedule and
Financial Arrangement; Appendix B, Subrogation and
Reimbursement Services; Appendix C, COBRA
Administrative Services and Certification of Creditable
Coverage Agreement; Appendix D, Section 105 Medical
Expense Reimbursement Plan and Appendix E, Flexible
Benefits Plan.
6.3
The parties hereto, having read and understood this entire
Agreement, acknowledge and agree that there are no
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 11 of 41
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.
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 govemmental 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. 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 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 TP A will be mailed to the attention
of: President, 2806 South Garfield St., Missoula, MT
59801.
16 E 5 ~1
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.
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.
6.11 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
AlLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011.2 (6-11)
Page 12 of 41
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
ALLEGIANCE BENEFIT PLAN MANAGEMENT, INC.
2806 S. Garfield St.
Missoula, MT 59801
By: _Fred W. Coyle, Chairman
(Name/Title)
~ffi~. ~
:t-/1-.lR /20' I
By: Ronald K. Dewsnup
B~Z;~
~ (S~t"ffi)
Date: ~ If; &7//
By:
Date:
ATTEST:
DWi.9htE'~9~:1l~FfOf Courts
. ,M:'\{:' . ... '" 0,..('
/ ..;,.' ~
.. ~
Approved as to form and i.
legal sufficiency:
WQ~m~
Assistant County Attorney"
~reeYlfV1Gv~
Print Name
r~-"l"l'~
J(oe5
Item #
Agenda '],2 .
Date - --
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 130f41
MED STD SNGL EMP
REV. 2011-2 (6-11)
16 E 5 II
I
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:
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:
1- Medical Claims
1- Vision Claims
1- PPO Management and Provider Network Coordination
1- Predictive Modeling Disease Management Data Extracts
1- Consolidated Billing
1- 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.)
1- 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.
F. Special Reports requested by the Plan Sponsor and produced by the TPA upon prior agreement as to report(s) and fee(s), if any.
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 14 of41
MED STD SNGL EMP
REV. 2011-2 (6-11)
16 E 5
.,~.~
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. 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.
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 $125.00 per hour for time expended producing and providing information to agents, consultants or brokers for whom the
Plan Sponsor requests Plan information be provided, together with any postage, shipping and copying costs. Paper copies will be
billed at fifteen ($.15) cents per copy and electronic copies shall be billed at $500.00 per disk in DBC or ASCII format only.
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 PPO 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 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 payable 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.
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 15of41
MED STD SNGL EMP
REV. 2011-2 (6-11)
16 E 5
II
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 effect an electronic withdrawal of funds from an account designated by Plan Sponsor
on the Debit Authorization Form.
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 16 of41
MED STD SNGL EMP
REV. 2011-2 (6-11)
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
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 17 of41
MED STD SNGL EMP
REV. 2011-2 (6-11)
16 E 5 II
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 and/or 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 Sponsor's
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:
SECTION 1: Definitions
1.1
"COBRA" means the Consolidated Omnibus Budget
Reconciliation Act of 1985 or the Public Health Service
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)
(i) A public health plan
U) A health benefit plan under section 5(e) of the
Peace Corps Act
(k) A state Children's Health Insurance Program
(CHIP)
1.4
"H I PM" 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.
"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.
MEDICAl ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 18 of 41
b. 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
2.1
Independent Contractor. Plan Sponsor acknowledges that
the TPA is an independent contractor as defined in section
39-71-120 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 Fiduciarv. 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 Leaal 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 of
computer companies, consultants, attorneys, accountants,
and other organizations 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 the TPA or under an agreement with 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 prior written authorization by the Plan Sponsor.
16 E 5 __
2.5
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.
3.1
SECTION 3: Responsibilities of Plan Sponsor
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
Qualifvina Event Notice: Plan Sponsor will 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 at which 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 Qualifvina 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 will 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.
3.4
Qualified Beneficiarv Information: Plan Sponsor will
provide the TPA the following information with notice of a
Qualifying Event:
a. The name, address, and Social Security number of
the employee.
b. The name, address, and Social Security number for
any covered dependents.
c. Date and description of the Qualifying Event, or if not
a Qualifying Event, the date and reason, if known, for
dropping or terminating Dependent coverage. If the
Plan Sponsor knows that the Participant's reason for
dropping or terminating Dependent coverage is in
contemplation of divorce or legal separation, Plan
Sponsor shall notify the TPA of the same to assure
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MEa STD SNGL EMP
REV. 2011-2 (6-11)
Page 19 of 41
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
that any affected Dependent receives notice of any
COBRA rights to which he or she is entitled.
SSI Determination Letters: Plan Sponsor will forward
copies of any Social Security Disability Determination
letters it may receive from COBRA Participants, within 10
days after Plan Sponsor receives the same and has date
stamped the letter.
Plan Sponsor Plan. Chances. and Amendments: Plan
Sponsor will notify the TPA of any changes in benefits,
eligibility and/or premiums for Plan Sponsor's Plan, in
accordance with the terms of the Administrative Service
Agreement for the Plan Sponsor's Plan.
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
any premium changes at least thirty (30) days prior to the
effective date of the change or as soon as reasonably
possible thereafter.
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 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.
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 TPA to endorse COBRA
premium payments received by stamping the same with
"FOR DEPOSIT ONLY" and the applicable premium trust
account number and to deposit the payments into the
premium trust account.
Premium Payments Received from COBRA Participants: If
Plan Sponsor receives premium payments directly from
COBRA Participants, Plan Sponsor will notify the TPA in
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 Participant(s) for whom
the premium applies, date of receipt, and period for which
the premium applies. Plan Sponsor shall forward premium
checks received to the TPA for deposit into the premium
trust account.
Initial Grace Period: Plan Sponsor designates that the
initial 45 day grace period for the premium payment will
begin on the date of COBRA election.
Other: Plan Sponsor will provide any other information
required by the TPA to perform its obligations under this
Agreement.
16 E 5'1
SECTION 4: COBRA Services of the TPA
4.1
Initial Notice. If applicable, within fourteen (14) days of
receipt of notice from Plan Sponsor of a newly-enrolled
employee and/or spouse, the TPA will mail to the
employee and/or spouse an initial notice of COBRA
continuation coverage rights.
4.2
Enrollment Packet: Within 14 days of receipt of notice from
the Plan Sponsor of a Qualifying Event, the TPA will mail
to Qualified Beneficiaries a notice of the right to elect
COBRA continuation coverage.
4.3
Enrollment of Qualified Beneficiaries: The TPA will enroll
all Qualified Beneficiaries who elect COBRA continuation
coverage within the time permitted by law.
4.4
Notice of Open Enrollment. The TPA will notify COBRA
participants of any open enrollment periods held for
employees under Plan Sponsor's Plan.
4.5
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.
4.6
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.
4.7
Plan Chances 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.
4.8
Customer Service Toll-Free Line: The TPA will provide
customer service assistance regarding COBRA issues to
Plan Sponsor and beneficiaries under Plan Sponsor's 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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 20 of 41
MED STD SNGL EMP
REV. 2011-2 (6-11)
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.
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. 7.1
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, 7.3
including the date of default and the date COBRA
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 7.4
of the termination date.
4.15 Conversion Coveraae: 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 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 Coveraae: The TPA will provide
Certifications of Creditable Coverage as required by law,
to employees, dependents and others authorized to
receive this information.
16 E 5
r'~
;-' ,.~ -
"
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 Coveraae: 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 Soonsor to Notify: The TPA will provide all
notices to COBRA Participants and Qualified Beneficiaries
in accordance with this Agreement. Provided the TPA
acts in accordance with this Agreement, the TPA will 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 for the
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 made by
the Plan Sponsor and shall have no liability for actions
taken in reliance upon any such information as provided by
the Plan Sponsor.
SECTION 8: Indemnification
8.1
Plan Soonsor 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
attomeys' 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.
MEDICAl ASA
AlLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 21 of41
MED STD SNGL EMP
REV. 2011-2 (6-11)
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
9.1 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
authority to do all acts it deems necessary to carry out the
terms of this Agreement.
10.2
Waiver: No forbearance or neglect on the part of either
party to enforce or insist upon any of the provisions of this
Agreement will be construed as a waiver, alteration, or
modification of this Agreement.
10.3
Entire Aareement. Amendments. Modification: This
Agreement and any attachments constitute the entire
agreement between the parties with respect to its subject
matter. This Agreement supersedes all existing
agreements and all other oral, written or other
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
Severabilitv: 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.
16 E 5 ~
10.5
Aareement Counteroarts: 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
Assianment. 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 LitiQation: 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 bye-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: dvisser@askalleaiance.com.
Notice to the Plan Sponsor shall be directed to:
Jeff Walker, Director, Collier County Risk Management
Department, 3311 Tamiami Trail East, Naples, Florida
34112; Phone: (239) 252-8906; Fax: (239) 252-8048;
Email: JeffWalker@colliergov.net.
10.9 Choice of Law and Venue. This Agreement shall be
governed and construed in accordance with the laws of the
State of Florida.
10.10 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 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
MEDICAL ASA
AllEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGl EMP
REV. 2011-2 (6-11)
Page 22 of 41
16 E 5 ·
hereunder, the other party may obtain a court order
requiring mediation under Section 44.102, Fla. Stats.
10.10 HeadinQs: Section headings are included only for
convenient reference and do not describe the sections to
which they relate.
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.
10.11 Interpretation of Words: Words denoting the singular
include the plural and vice versa.
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 23 of 41
MED STD SNGL EMP
REV. 2011-2 (6-11)
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 'ntemal 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.
SECTION 1.
DEFINITIONS
the Employer as a contract worker, independent
contractor, temporary employee or casual employee,
whether or not any such persons are on the employer's
W-2 payroll, or any individual who performs services for
the 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.
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 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.
1.6
"Employer" means the Plan Sponsor and any
successor organization or affiliate of such Employer
which assumes the obligations of the HRA Plan and this
Agreement.
1.2 "Code" means the Internal Revenue Code of 1986, and
any applicable amendments and any Treasury
regulation applicable to the section or subsection.
1.7
"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, together with all
regulations applicable thereto.
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.
1.8
"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.
1.4
"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 s414(n)), or any individual classified by
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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 24 of 41
MED STD SNGL EMP
REV. 2011.2 (6-11)
1.10
1.11
1.12
1.13
1.14
1.15
be amended or replaced from time to time at the
discretion of the Employer.
"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.
"Participant" is any employee, retiree or COBRA
beneficiary who is eligible for, properly enrolled in and
entitled to benefits from the HRA Plan.
"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,
together with any and all amendments, supplements
and appendices and any other relevant documents
pertinent to its operation and maintenance.
"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.
"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
Sponsor's employee health and welfare benefits plan.
"Plan Sponsor" will be as defined in Section 3(16)(A) of
ERI SA 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 or
the Plan anniversary date, and terminating on the date
of the next succeeding Plan anniversary date. The Plan
anniversary date will be January 1st of each year.
16 E 5 II
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.
1.17
"Plan Summary" means the document that describes
the terms and conditions under which the HRA Plan
operates.
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.
The parties acknowledge that:
2.3
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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 25 of41
MED STD SNGL EMP
REV. 2011-2 (6-11)
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
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.
16E5 .,4
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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 26 of 41
these services, TPA is not acting as Plan Sponsor's
legal counselor 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
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
16 E 5 It
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.
Plan Sponsor will pay, in accordance with the Fee
Schedule, the TPA's fees for services rendered under
this Agreement.
Plan Sponsor will maintain any insurance as may be
required by state or federal law for the protection of the
Plan and Participants.
Plan Sponsor will notify the TPA of any requests for
HRA Plan documents.
Plan Sponsor will maintain a supply of election forms
and other documents provided by the TPA and will
make them available to participating employees.
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.
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.
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.
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.
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.
4.2
Plan Sponsor will give notice ofthe establishment ofthe
HRA Plan to its employees and will be responsible for
distributing copies of the Plan Summary 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. 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.
4.7
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. As
such, Plan Sponsor retains full discretionary control and
authority and discretionary responsibility in the operation
and administration of the Plan.
4.8
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 Plan.
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 27 of 41
MED STD SNGL EMP
REV. 2011-2 (6-11)
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.
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
16 E 5 '"
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;
5.1
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.
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.
C.
The Plan Sponsor, through its acts, practices,
or operations, exposes the TPA to any existing
or potential investigation or litigation;
5.2
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.
5.6
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 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.
The Plan Sponsor may, at its option, terminate this
Agreement within ten (10) days written notice upon the
occurrence of anyone or more of the following events
pertaining to the TPA:
A.
B.
Insolvency;
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.
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;
5.5
The TPA may, at its sole option, terminate this
Agreement within ten (10) days written notice upon the
occurrence of anyone or more of the following events
pertaining to the Plan Sponsor:
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 adequate assurances
pursuant to 11 USC 365;
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;
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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 28 of41
MED STD SNGL EMP
REV. 2011.2 (6-11)
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 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.
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 attomey's 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.
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 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.
16E5 "
SECTION 7.
MISCELLANEOUS
7.1
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 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.
7.7
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 (anyone of these events which is
referred to as a "Force Majeure Event"), the party who
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 29 of41
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
7.11
16 E 5
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.
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.
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011.2 (6-11)
Page 30 of 41
16 E 5 .~
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
Monthly Service Fee HRA for 2013 and 2014
Monthly Service fee HRA for 2015 and 2016
$4.00/participant per month
$4.12/ participant per month
$4.25 Iparticipant 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.
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 31 of41
MED STD SNGL EMP
REV. 2011-2 (6-11)
APPENDIX E
16 E 5 ~1
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 duly 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 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 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.
SECTION 1.
DEFINITIONS
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
Appendix E.
1.7
"HIPM" means the Health Insurance Portability and
Accountability Act of 1996, as it may be amended from
time to time, and all regulations applicable thereto.
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 will include the plural and the plural will include the
singular
1.1
"Calendar Year" means January
December 31 of the same year.
through
1.8
"Participant" is any employee, retiree or COBRA
beneficiary who is properly enrolled for and entitled to
participate in the FLEX Plan and who submits expenses
for reimbursement from the FLEX Plan.
1.2
"COBRA" means the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended, together with
all regulations applicable thereto.
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
pursuant to the Plan Document.
1.3
"Covered Services" means the care, treatments,
services or supplies described in the Plan Document as
eligible for reimbursement from the FLEX Plan.
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
1.4
"Employer" means the Plan Sponsor and any successor
organization or affiliate of such Employer which
assumes the obligations of the FLEX Plan and this
Agreement.
1.5
"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, together with all
regulations applicable thereto.
1.6
"Fee Schedule" means the listing of fees or charges for
services provided under this Agreement. This Fee
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT, INC.
Page 32 of 41
MED STD SNGL EMP
REV. 2011-2 (6-11)
1.11
1.12
1.13
1.14
1.15
1.16
1.17
2.1
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.
"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 FLEX Plan
which provide for before-tax payment of premiums for
the employee health and welfare plan and the
reimbursement of Covered Services.
"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 and/or FLEX Plan for the
benefit of a group or groups of employees. Plan
Sponsor includes any successor organization or affiliate
of such Plan Sponsor which assumes the obligations of
the FLEX Plan and this Agreement.
"Plan Year" means the twelve-month period of time
beginning with the effective date of the FLEX Plan as
specified in the Plan Document.
"Reimbursement Account" means an account utilized for
reimbursement for Covered Services. For purposes of
this Agreement, the Reimbursement Account means the
funds deposited for before-tax payment of premiums for
the employee health and welfare benefits plan and for
Reimbursement Requests.
"Reimbursement Request" means a request by a
Participant for reimbursement for Covered Services
from the FLEX Plan.
"Summary Plan Description" means the document
required to be provided under Sec. 102 of ERISA that
describes the terms and conditions under which the
FLEX Plan operates.
"Working Day" will mean 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
16E5 lr1
AppendiX E expressly include provisions 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.
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
2.3
The parties acknowledge that:
A.
This is a contract for administrative services
only 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 plan, 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
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 OWNER'S board for approval. Should
either party fail to submit to mediation as required
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 33 of 41
MED STD SNGL EMP
REV. 2011-2 (6-11)
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.
2.6
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 Sponsor with
any proprietary, confidential or trade secret information
16E5 J.tI
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 and Non-
Disclosure Agreement regarding such information.
SECTION 3.
THE TPA's RESPONSIBILITIES
The TPA will provide the following FLEX Plan
Supervisory and Reimbursement Services for the Plan
Sponsor. The fees for these services are stated in the
Fee Schedule in Appendix A of this Appendix E.
SUPERVISORY SERVICES
3.1
The TPA will assist Plan Sponsor in developing and
designing the FLEX Plan and any amendments,
revisions or modifications, subject to approval by Plan
Sponsor or Plan Sponsor's attorney.
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 pended.
3.3
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 counselor 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's legal counsel.
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.
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6.11)
Page 34 of 41
D.
Prepare reports as required by law for the
financial management and administrative
control of the FLEX Plan for use by Plan
Sponsor.
E.
Provide to Plan Sponsor, upon request, a copy
of all Plan documents which employees are
entitled to examine under ERISA and any
other related documents. Said documents will
be 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.
3.5
The Employer and not the TPA, is responsible for
preparing and filing the IRS Form 5500 on or before the
due date. The TPA will provide the necessary
information to enable the Plan Sponsor to complete and
file an IRS form 5500 annual report, if requested, at
least thirty (30) days prior to the date such filings are
due.
REIMBURSEMENT PROCESSING SERVICES
3.6 As speCified under the FLEX Plan, the TPA will:
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 precautions to
3.10
3.11
3.12
3.13
3.14
3.15
3.16
16 E 5
prevent the reimbursement of improper requests. The
TPA will not be 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
Request form information have been received and the
Reimbursement Request has been adjudicated, a
Reimbursement check or draft will be remitted on the
next Reimbursement disbursal date provided that the
Plan Sponsor has provided funds for such
Reimbursement. All Reimbursement Requests will
remain in a processed but 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.
The TPA will notify Participants in writing of ineligible
Reimbursement Requests received.
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.
The TPA will 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.
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.
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.
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.
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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 35 of 41
consultation, review, and audit upon advance notice of a
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
manager time and twenty-five dollars ($25.00) per hour
for clerical time spent in cooperation with such
consultation, review and audit.
3.17
The TPA will, upon termination of this Agreement, save
all records at the TPA's principal administrative office.
Reimbursement request files will be kept in secure
storage facilities for at least six (6) years following the
termination of a Plan Year or as required by ERISA.
Copies of any materials in storage will be available to
Plan Sponsor for a copy fee of fifteen cents ($.15) per
page copied plus a retrieval fee of ten 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
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.
3.20
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.
3.21
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.
16E5 "
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 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;
(2) The amount of premiums and
contributions elected by each
participating employee for the billing
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
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.
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 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
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.
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 36 of41
The Plan Sponsor will 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 Sponsor
will 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 reversed by a court or regulatory agency having
jurisdiction over such matter.
4.5
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.
4.6
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).
4.7
Plan Sponsor will 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.
4.8
Plan Sponsor will 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.
4.9
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
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
16 E 5 r'~~
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.
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.
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.
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.
Plan Sponsor will notify the TPA of any requests for
FLEX Plan documents or written inquiries about
Reimbursement Requests processed under the FLEX
Plan.
Plan Sponsor will maintain a supply of election forms,
Reimbursement Request forms, Compensation
Reduction Agreement forms, and other documents
provided by the TPA, and will make them available to
participating employees.
Plan Sponsor will submit timely payment for enrollment
services and administrative fees as stated in Appendix
A of this Appendix E.
Plan Sponsor will provide all reports and documents
required from time to time to satisfy governing law or to
promote effective FLEX Plan operation.
Plan Sponsor retains sole responsibility for Plan
Sponsor's obligations and responsibilities under the
Consolidated Omnibus Budget Reconciliation Act
(COBRA) of 1985, as amended, orthe 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.
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
MEDICAl ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 37 of 41
are not elected, 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 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.
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. This Agreement and
may be 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.
16E5 ~K~~
5.4
Failure of Plan Sponsor to provide funds for
Reimbursement Requests or to 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 anyone 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 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 receiverfor
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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 38 of 41
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 anyone 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 adequate assurances
pursuant to 11 USC 365;
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, not to 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
16E 5
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 a result 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
TPA for the month immediately prior to 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
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 not be liable for, and will not advance its
funds for payment of Reimbursement Requests under
the FlEX Plan. The TPA will 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 attomey'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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
MED STD SNGL EMP
REV. 2011-2 (6-11)
Page 39 of41
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 TP A 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
7.8
7.9
7.10
7.11
7.12
16 E 5 <4
pertaining to the FLEX Plan or any inquiry made by any
federal or state authority regarding the FLEX Plan.
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
govemmental bodies (anyone 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.
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
notice, directive or request unless and until it is received
in writing at this address.
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.
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.
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.
7.1
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 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 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.
7.7
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
MEDICAL ASA
ALLEGIANCE BENEFIT PLAN MANAGEMENT. INC.
Page 40 of 41
MED STD SNGL EMP
REV. 2011-2 (6-11)
16E 5
APPENDIX A to APPENDIX E
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 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
Monthly Service Fee FSA for 2013 and 2014
Monthly Service fee FSA for 2015 and 2016
$4.15/participant per month
$4.27/ participant per month
$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 $1 00.00 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
Elecronic Payment card Service for 2013 and 2014
Electronic Payment Card Service for 2015 and 2016
$1.00 /participant per month
$1.03/participant per month
$1.06/participant per month
$.25 /participant/month together with 2% of the
COBRA fees collected.
F.
Fee for FSA COBRA services
MEDICAL ASA
AlLEGIANCE BENEFIT PLAN MANAGEMENT, INC.
Page 41 of 41
MED STD SNGL EMP
REV. 2011-2 (6-11)
Client#: 22473 ALLEGlAN
"ACORDTM CERTIFICATE OF LIABILITY INSURANCE
/00
YO 011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
Payne Financial Group, Inc.
P.O. Box 3327
145 West Front Street
Missoula, MT 59806-0638
Allegiance Benefit Plan Management, Inc
PO Box 3018
Missoula, MT 59806
INSURERS AFFORDING COVERAGE
INSURER A: The Travelers Indemnity Co.
INSURER B: Phoenix Insurance CO.
INSURER C:
INSURER D:
INSURER E:
NAIC#
INSURED
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
NS~~ TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR OAT
A X GENERAL LIABILITY 1680571 Y 4170lND1 0 09/01/10 09/01/11 EACH OCCURRENCE $1 000 000
I--- DAMAGE TO RENTED
X COMMERCIAL GENERAL LIABILITY $500 000
I CLAIMS MADE [KJ OCCUR MED EXP (Anyone person) $5 000
PERSONAL & ADV INJURY ~1.000 000
f--
GENERAL AGGREGATE $2 000 000
r--
n'L AGGREnE LIMIT APflS PER: PRODUCTS - COMP/OP AGG $2 000 000
POLICY j~g;: LOC
B X ~TOMOBILE LIABILITY BA576Y624610SEL 09/01/10 09/01/11 COMBINED SINGLE LIMIT
.!... ANY AUTO (Ea accident) $1,000,000
ALL OWNED AUTOS BODILY INJURY
- (Per person) $
- SCHEDULED AUTOS
.!... HIRED AUTOS BODILY INJURY
(Per accident) $
.!... NON-OWNED AUTOS
- PROPERTY DAMAGE $
(Per accident)
~RAGE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
A X EXCESS/UMBRELLA LIABILITY ISFCUP571Y70311ND1 09/01/10 09/01/11 EACH OCCURRENCE $3 000 000
~ OCCUR D CLAIMS MADE AGGREGATE $3 000 000
$
~ DEDUCTIBLE $
X RETENTION $ 5000 $
WORKERS COMPENSATION AND I T~~;;r~J,~<, I IOJ~-
EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $
If yes, describe under E.L. DISEASE - POLICY LIMIT $
SPECIAL PROVISIONS below
OTHER
DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
CERTIFICATE HOLDER CANCELLATION avs or on- avmen
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Collier County Government DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL --30.- DAYS WRITTEN
3311 Tamiami Trail East NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Naples, FL 34112 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
~-. WuJv REPRESENTATIVES.
~ A~SENTATIVE
\)l.) G.::). ~ ~ · ~
10 D
f N
P
t
ACORD 25 (2001/08) 1 of 2
#S674822/M545162
THW1
@ ACORD CORPORATION 1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-5 (2001/08) 2 of 2
#S674822/M545162
16 E 5
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
INSURED ORGANIZATION TO INCLUDE SCHEDULED ENTITIES WITH SEPARATE PRIOR AND
PENDING PROCEEDING AND CONTINUITY DATES ENDORSEMENT
(INCREASED LIMITS)
This endorsement changes the following:
Managed Care Errors and Omissions Liability
It Is agreed that:
1. The following is added to the definition of Insured Organization in the DEFINITIONS section of the Liability
Coverage(s):
Insured Organization also means the following entities:
Entitles
Benefit Management Corp.
Allegiance Life & Health Insurance Company, Inc.
Allegiance Benefit Plan Management, Inc.
Allegiance Re, Inc.
Intermountain Underwriters, Inc.
Allegiance COBRA Services, Inc.
Allegiance Provider Direct, LLC
Starpoint, LLC
2. Solely with respect to any Claim based upon or arising out of any Wrongful Act by any entity scheduled
below, the Prior and Pending Proceeding Date and Continuity Date in ITEM 5 of the Declarations are
deleted and replaced with the dates listed directly opposite the entities scheduled below:
Entities
Allegiance Life & Health Insurance Company, Inc.
Starpolnt, LLC
Prior and Pending
Proceedlna Date
April 1, 2007
May 1, 2007
Continuity
Date
April 1 , 2007
May 1, 2007
3. Solely with respect to the entities scheduled below and to that portion of the Liability Coverage Limit of Liability
that is $1.000.000 excess of $2.000.000, the Prior and Pending Proceeding Date and Continuity Date in ITEM 5 of
the Declarations are deleted and replaced with the dates listed directly opposite the entities scheduled below:
Entities
Benefit Management Corp.
Allegiance Benefit Plan Management, Inc.
Allegiance Re, Inc.
Intermountain Underwriters, Inc.
Allegiance COBRA Services, Inc.
Allegiance Provider Direct, LLC
Prior and Pending
Proceeding Date
May 31, 2009
May 31,2009
May 31, 2009
May 31,2009
May 31, 2009
May 31, 2009
Continuity
Qm
May 31, 2009
May 31, 2009
May 31, 2009
May 31, 2009
May 31, 2009
May 31, 2009
Issuing Company: Travelers Casualty and Surety Company of America
Policy Number: 105612180
LIA-10047 Ed. 02-11
@ 2012 The Travelers Indemnity Company. All rights reserved.
Page 10f 2
16 E 5 .~
4. Solely with respect to the entities scheduled below and to that portion of the Liability Coverage Limit of Liability
that is $2.000.000 excess of $2.000.000, the Prior and Pending Proceeding Date and Continuity Date in ITEM 5 of
the Declarations is deleted and replaced with the dates listed directly opposite the entities scheduled below:
Entities
Benefit Management Corp.
Allegiance Benefit Plan Management, Inc.
Allegiance Re, Inc.
Intermountain Underwriters, Inc.
Allegiance COBRA Services, Inc.
Allegiance Provider Direct, LLC
Prior and Pending
Proceeding Date
May 31, 2010
May 31, 2010
May 31, 2010
May 31, 2010
May 31, 2010
May 31, 2010
Continuity
Date
May 31, 2010
May 31,2010
May 31, 2010
May 31, 2010
May 31, 2010
May 31, 2010
5. Solely with respect to the entities scheduled below and to that portion of the Liability Coverage Limit of Liability
that is $2.000.000 excess of $3.000.000. the Prior and Pending Proceeding Date and Continuity Date in ITEM 5 of
the Declarations is deleted and replaced with the dates listed directly opposite the entities scheduled below:
Entities
Allegiance Life & Health Insurance Company, Inc.
Prior and Pending
Proceeding Date
April 30, 2011
Continuity
Date
April 30, 2011
6. Solely with respect to the entities scheduled below and to that portion of the Liability Coverage limit of liability
that is $4.000.000 excess of $1.000.000. the Prior and Pending Proceeding Date and Continuity Date in ITEM 5 of
the Declarations is deleted and replaced with the dates listed directly opposite the entities scheduled below:
Entities
Starpolnt, LLC
Prior and Pending
Proceeding Date
April 30, 2011
Continuity
Date
April 30, 2011
Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations
of the above-mentioned policy, except as expressly stated herein. This endorsement is part of such policy and
incorporated therein.
LJA-10047 Ed. 02-11
Q 2011 The Travelers Indemnity Company. All rights reserved.
Page 2 of 2
16 E 5
TRAVELERST Wrap...rSM
Travelers Casualty and Surety Company of America
Hartford, Connecticut 06183-9062
(A Stock Insurance Company, herein called the Company)
THE LIABILITY COVERAGES ARE WRITTEN ON A CLAIMS-MADE BASIS. THE LIABILITY COVERAGES COVER
ONLY CLAIMS FIRST MADE AGAINST INSUREDS DURING THE POLICY PERIOD. THE LIMIT OF LIABIUTY
AVAILABLE TO PAY SETTLEMENTS OR JUDGMENTS WILL BE REDUCED BY DEFENSE EXPENSES, AND
DEFENSE EXPENSES WILL BE APPLIED AGAINST THE RETENTION. THE COMPANY HAS NO DUTY TO DEFEND
ANY CLAIM UNLESS DUTY-TO-DEFEND COVERAGE HAS BEEN SPECIFICALLY PROVIDED HEREIN.
ITEM 1 NAMED INSURED:
Allegiance Life & Healtb Insurance Company, Ine.
D/B/A:
Principal Address:
2806 S. Garfield Street
Missoula, MT 59801
ITEM 2 POLICY PERIOD:
Inception Date: ADril 30. 2011 Expiration Date: Mav 31. 2012
12:0 I A.M. standard time both dates at the Principal Address stated in ITEM 1.
ITEM 3 ALL NOTICES OF CLAIM OR LOSS MUST BE SENT TO THE COMPANY BY EMAIL, FACSIMILE, OR
MAIL AS SET FORTH BELOW:
Emait: BFPclaims@travelers.com
FAX: 1.888.460.6622
Travelers Bond & Financial Products Claim
385 Washington Street - Mail Code 9275-NB03A
S1. Paul. MN 55102
ITEM 4 COVERAGE INCLUDED AS OF THE INCEPTION DATE IN ITEM 2:
~ Managed Care Errors and Omissions Liability
MC0-2001 (Ed. 05-10)
Page 1 on
ITEM 5
ITEM 6
ITEM 7
ITEM 8
ITEM 9
16 E 5
Only those coverage features marked "L?SJ Applicable" are included in this policy.
Limits of Liability:
Managed Care Errors and Omissions Liability
$5,000,000 for each Claim; not to exceed
$5,000,000 for all Claims
Additional Defense
Coverage:
o Applicable
[gI Not Applicable
Additional Defense
Limit of LiabIlity:
tNLA for all Claims
Retention:
550,000 for each Claim
Prior and Pending
Proceeding Date:
Aprill,2007
Continuity Date:
April 1, 2007
PREMIUM FOR THE POLICY PERIOD:
$N/A Annual Installment Premium if ITEM 10 below is applicable
TYPE OF LIABILITY COVERAGE:
o Reimbursement
181 Duty-to-Defend
Only the type of liability coverage marked "C8J" is included in this policy.
LIABILITY COVERAGE EXTENDED REPORTING PERIOD:
Additional Premium Percentage:
150 %
Additional Months:
12
(If exercised in accordance with Section m. CONDmONS O. EXTENDED REPORTING PERIOD of the Liability
Coverage Terms and Conditions)
LIABILITY COVERAGE RUN-OFF EXTENDED REPORTING PERIOD:
Additional Premium Percentage: NI A
Additional Months: N/A
(If exercised in accordance with Section m. CONDITIONS K. CHANGE OF CONTROL of the Liability Coverage
Terms and Conditions)
MCO-2001 (Ed. 05-10)
Page 2 00
16 E 5
ITEM 10 ANNUAL REINSTATEMENT OF THE LIABILITY COVERAGE UMIT OF LIABILITY:
D Applicable
~ Not Applicable
Only those coverage features marked "181 Applicable" are included in this policy.
ITEM 11 FORMS AND ENDORSEMENTS AITACHED AT ISSUANCE: MeO-300l, LIA-3001, MCO-7009,
MCQ-7014, ACF-4004, ACF-4018, ACF-7004, LIA-4016, LIA-502S, UA-7305
THE DECLARATIONS, THE APPLICATION, THE LIABILITY COVERAGE TERMS AND CONDITIONS, THIS LIABILITY
COVERAGE, AND ANY ENDORSEMENTS ATTACHED THERETO, CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN THE COMPANY AND THE INSURED.
Countersigned By
IN WITNESS WHEREOF, the Company has caused this policy to be signed by its authorized officers.
~7'l ~
tV~ L: ~
Executive Vice President
Corporate Secretary
MCO-2001 (Ed. 05-10)
Page 3 00
Client#: 22473
ALLEGlAN
ACORDTM
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DDIYYYY)
08/15/11
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
Payne Financial Group, Inc.
P.O. Box 3327
145 West Front Street
Missoula, MT 59806-0638
Allegiance Benefit Plan Management, Inc
PO Box 3018
Missoula, MT 59806
INSURERS AFFORDING COVERAGE
INSURERA: The Phoenix Insurance Company
INSURER B:
INSURER C:
INSURER 0:
INSURER E:
NAIC#
INSURED
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I TYPE OF INSURANCE POLICY NUMBER P~~~~ri~ig8~\E Pg~fJ(~rft~~N LIMITS
LTR NSR
~NERAL LIABILITY EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY ~~~~~~J9E~~J.;~~"~~\ $
I CLAIMS MADE 0 OCCUR MED EXP (Anyone person) $
I-- PERSONAL & ADV INJURY $
I-- GENERAL AGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $
n -nPRO- n
POLICY JECT LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $
ANY AUTO (Ea accident)
-
- ALL OWNED AUTOS BODILY INJURY
(Per person) $
- SCHEDULED AUTOS
f-- HIRED AUTOS BODILY INJURY
(Per accident) $
f-- NON-OWNED AUTOS
f-- PROPERTY DAMAGE $
(Per accident)
qRAGE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
~ESS/UMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR 0 CLAIMS MADE AGGREGATE $
$
~ DEDUCTIBLE $
RETENTION $ $
A WORKERS COMPENSATION AND IKUB7620C46610 10/01/10 10/01/11 X I T~~JT~J,~<: I IOJ~-
EMPLOYERS' LIABILITY $1,000,000
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? YES E.L. DISEASE - EA EMPLOYEE $1,000,000
If yes, describe under E.L. DISEASE - POLICY LIMIT $1,000,000
SPECIAL PROVISIONS below
OTHER
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
** Supplemental Name **
Intermountain Underwriters, Inc
Allegiance Cobra Services, Inc
Benefit Management Corp
(See Attached Descriptions)
CERTIFICATE HO ER
CA CE
ON 10 0
f N
P
t
LD N LLATI ays or on- aymen
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Collier County Government DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL .....10...... DAYS WRITTEN
3311 Tamiami Trail East NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Naples, FL 34112 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
A~SENTATIVE
v..) G:)h....At .. ~
ACORD 25 (2001/08) 1 of 3
#S677511/M553763
J1N
@) ACORD CORPORATION 1988
f'~
IMPORT ANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
25-5 (2001/08) 2 of 3
#S6775111M553763
Allegiance Provider Direct, LLC
Allegiance Re, Inc
Allegiance Life & Health Insurance Company, Inc.
Starpoint, LLC
AMS 25.3 (2001/08)