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HomeMy WebLinkAboutCC Resolution 9980 (Dental Insurance Program)RESOLUTION NO. 9980 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING SELF INSURANCE OF THE DENTAL INSURANCE PROGRAM, EFFECTIVE JANUARY 1, 1998 WHEREAS, the City of San Rafael has established a dental insurance plan to provide certain dental insurance benefits to its employees and their dependents who are eligible to participate in such benefits in accordance with the Plan; and WHEREAS, the City of San Rafael elects to self insure its dental insurance plan and is the named fiduciary of the Plan, and is the Plan Administrator and Sponsor of the Plan; and WHEREAS, the dental insurance plan is funded by the City of San Rafael; and WHEREAS, the City of San Rafael desires that United Health Care Administrators, Inc., The TPA, furnish certain administrative services which are necessary for the operation and administration of the Plan; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Rafael that it authorizes the City Manager to enter into such an agreement with the designated third party administrator. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on Mondav, the 17th day of November, 1997 by the following vote, to wit: AYES: COUNCILMEMBERS:Coh.en, Heller, Miller, Phillips & Mayor Boro NOES: COU NCI LM EMBERS: None ABSENT: COUNCILMEMBERS:None Ih . J NNE M. LEONCINI, CITY CLERK U9A�����CY"�LRq$b � TffA United Healthcare Administrators, Inc. The United HealthCare Administrators, Inc. (UHCA) Customer Agreement The UHCA Customer Agreement (called the "Agreement") covers the services UHCA is providing to the Employer. These services include the following modules: • Claims Administration • Run -Out Administration This Agreement is structured so that the general provisions and basic services appear first, and the special services provisions are attached as Modules. The Agreement consists of this page, the main body following this page, and the Exhibits and Modules. This Agreement is effective as of January 1, 1998 (called the "Effective Date"). By signing below, each party agrees to the terms of this Agreement. CITY OF SAN RAFAEL UHCA By: By: Name: (Zc�� �-� Name: Title Cl/ % `� ' /�Y✓ ��_ Title Date: i�/2�> / / Date: ATTEST: a�, Cy CN N E LEONC I, Ci'ty Clerk R MKD OCTOBM 1996 UHCA-AGT r n [0 V 77ETR lkYfod►iearthCareAotniesfrabrsr Inc TABLE OF CONTENTS General Provisions Section Title Page I Employee Benefit Plan 4 II Employer's Obligation 5 III Capacity of UHCA 6 IV Records, Information, Audits 7 V Claims Account 9 VI Indemnification 9 VII Taxes and Assessments 10 VIII Related Services and Agreements 10 IX Fees of UHCA 11 X Timing of Agreement 11 XI Subcontracting Services, Assignment 12 XII Termination of Agreement 12 XIII Governing Law 13 XIV Entire Agreement, Amendment, Waiver 14 XV Written Communication 15 Module Title Page I Claims Administration 16 II Run -Out Administration 17 Z REVISED OCTOBER 1996 UHCA.AGT 77E,U uA LhW Flearth m AahnraUabsS ire WITNESSETH WHEREAS ATAC ("Employer") has established a single employer employee health and welfare benefit plan (the "Plan") within the meaning of the Employee Retirement Income Security Act of 1974 as amended ("ERISA") to provide certain welfare benefits to its employees, former employees and their dependents who are eligible to participate in such benefits in accordance with the Plan (the "Participants"); WHEREAS, as defined in ERISA, Employer is a named fiduciary of the Plan, and is the Plan Administrator and Sponsor of the Plan. WHEREAS, the Plan is funded through a welfare benefit trust maintained pursuant to a trust agreement between Employer, in its capacity as Plan Sponsor. WHEREAS, Employer desires that UHCA furnish certain administrative services described in this Agreement which are necessary for the operation and administration of the Plan; NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and the Exhibits and Addenda, if any, attached hereto, Employer and UHCA hereby agree as follows: SECTION 1 Emnlovee Benefit Plan 1.1 The Plan. The Plan that this Agreement applies to is the Employer's Benefit Plan, but only to the extent that the Plan provides the following benefits: dental benefits 1.2 Responsibility for the Plan. Employer accepts total responsibility for the Plan, including its benefit design and compliance with any laws that apply to Employer or the Plan. Also, UHCA is not the ERISA "Plan Administrator" of the Plan. 1.3 Description of the Plan. Employer will give UHCA a written description of the Plan benefits and other relevant provisions of the Plan [Plan Document, Summary Plan Description, and if applicable, Trust Agreements, including all amendments thereto, relating to the Plan (collectively, the "Plan Documents")] within thirty (30) days of the 4 REVISED OCTOBER, 1996 UHCA-ACT 77ETFA Unfed H&*Ca a AdmdsWb-4 In: Effective Date, so that LTHCA will be able to provide services under this Agreement. The Summary Plan Description will determine how Plan benefits are paid. 1.4 Plan Consistent with the Agreement. Employer warrants that the Plan provisions are consistent with this Agreement and the services UHCA is providing. Employer will give UHCA copies of Plan Documents and employee communications and Employer will amend them if they are not consistent with this Agreement or are inaccurate. 1.5 Plan Documents - Prepared by UHCA. If requested by Employer at least ninety (90) days in advance of the delivery date, UHCA shall prepare for Employer a draft Plan Document and Summary Plan Description. Employer shall be responsible for promptly reviewing the drafts with its own legal counsel and advisors and maintains all legal responsibilities for the Plan. Upon finalization of the documents, Employer shall notify UHCA in writing of its approval and adoption of the Plan Documents. Employer will pay, in advance of the effective date of this Agreement, UHCA's standard charge for the preparation of such Plan Documents. 1.6 Distribution. Employer shall be responsible for printing, maintaining a supply of, and distributing to Participants (and to persons entitled to become Participants) the Summary Plan Description and all other information and forms necessary for enrollment, continued eligibility and submission of claims for benefits under the Plan. 1.7 Participant Eligibility Information. Employer shall furnish UHCA with a complete list of all current Participants. During the term of this Agreement, Employer shall notify UHCA in writing at least ten (10) days in advance of the effective date of each change, addition and termination with respect to the eligibility of Participants. Employer shall be the sole and final determinant of issues regarding the eligibility of Participants under the Plan. 1.8 Affiliated Employers. Employer represents and warrants to UHCA that the Plan is a single employer employee health and welfare benefit plan as defined in ERISA and that, as such, the Plan is not a multiple employer welfare arrangement subject to regulation under the insurance laws of any state. If, however, Affiliated Employers are covered by the plan, Employer must inform UHCA, in writing, of the names of any Affiliated Employers whose Employees are covered by the Plan. Employer must give UHCA prior written notice of any changes to the above list of Affiliate Employers whose Employees are covered by the Plan. SECTION II Employer's Obligations 2.1 Interpretation of Plan and Participant Eligibility. Employer, in its fiduciary capacity as Plan Administrator and Sponsor, shall possess the ultimate authority for decisions on 5 REVISED OCTOBER, 1996 UHCA•AGT MTM Wed lie fnc questions of eligibility for Plan participation, termination of Plan participation, the interpretation of Plan terms and the payment of benefits to Participants under the Plan. 2.2 Control of Plan Assets. Employer shall have absolute authority with respect to the control, management, investment, disposition and utilization of Plan assets, and UHCA shall neither have nor be deemed to exercise any discretion, control or authority with respect to the disposition of Plan assets. Employer authorizes and instructs LTHCA to invest claims account funds through Comerica Bank - California. 2.3 Legal Obligations. Employer shall possess ultimate responsibility and authority for the design, funding and operation of the Plan and for its compliance with ERISA and all other applicable laws and regulations. Further, Employer represents and warrants to UHCA that its funding of the Plan (whether by means of a trust or the general assets of Employer) complies with ERISA and applicable law. 2.4 Funding of Claims. Employer shall be solely responsible for the timely funding of benefits under the Plan. 2.5 Coverage Information. Employer will inform UHCA which Employees, their dependents and/or other persons are eligible to be covered by the Plan. This information must be: a) in a format to which UHCA agrees; b) accurate; and C) given to UHCA within a reasonable period of time before the person's coverage begins or ends. For persons whose coverage ends, this period is not less than fourteen (14) days prior to the end of coverage. 2.6 Notices to Participants. Employer will give Participants the information and documents they need to obtain benefits under the Plan within a reasonable period of time before coverage begins. 2.7 Financial Information. At UHCA's request Employer will provide UHCA with the financial information to determine if Employer can meet financial obligations under this agreement and such information will be held in confidence pursuant to Section 4.4. SECTION III Capacity of UHCA 3. I Capacity of UHCA. In fulfilling its duties and obligations under this Agreement, UHCA shall act only as an administrative agent and not as a fiduciary, sponsor, trustee or plan 6 REVISED OCTOBER, 1996 UHCA-AGT 77ETFA U *W Hea11 Qm Adwkiamfor., Inc administrator (as such terms are defined under ERISA, Internal Revenue Code, and other law) of the Plan or with respect to Plan Assets. 3.2 Financial Liability. UHCA shall not be liable for, and shall not advance its own funds for, the payment of claims for benefits under the Plan, or for the Plan expenses, all such obligations being solely those of Employer. UHCA shall not under any circumstances be considered the insurer or underwriter of any liability to provide benefits under the Plan. 3.3 Representations. UHCA is entitled to rely, and shall be fully protected and indemnified in relying upon, the oral and written representations of the Employer, Trustee, any Employee, Dependent, Participant or any other party to the extent that such reliance is not grossly negligent in accordance with industry standards. 3.4 Discretion. UHCA shall not have any discretion or authority with respect to the control, handling, investment or disposition of Plan Assets. SECTION IV Records. Information. Audits 4.1 Records. UHCA will keep records relating to the services it provides under this Agreement for as long as required by law. 4.2 Access to Information. If Employer (or another entity performing services for Employer) needs information UHCA has in order to administer the Plan, UHCA will give Employer (or that entity) access to that information under the following circumstances: a) Employer shall be solely responsible for, and shall indemnify and hold harmless UHCA with respect to any such disclosures. b) The information must relate to UHCA services under this Agreement. C) UHCA must possess the information or it must be within UHCA's control. d) Employer must give UHCA reasonable prior notice of the need for the information. e) UHCA will provide the information only while the Agreement is in effect and for a period of twelve (12) months after the Agreement terminates. f) UHCA will not provide access to any information if the law prohibits it. g) UHCA can deny access to Confidential Information to any entity if UHCA determines that it will be harmful to UHCA business to release the information. 7 REVISED OCTOBER, 1996 UHCA-AGT 77E7M LhWHaattl�CareA�nirrshators UJG For example (but not as a limitation of this provision), if that entity is a competitor of UHCA and UHCA does not want them to learn proprietary information. h) In responding to requests for disclosure of information by Participants and their assignees and representatives, UHCA shall be entitled to rely upon assignment of benefit forms, releases, and similar authorizations which reasonably appear to be valid. i) Before UHCA will give access to Confidential Information to any entity other than Employer, Employer and that entity must sign UHCA's "Third Parry Disclosure Agreement". 4.3 Audits. Employer can audit UHCA in order to determine whether it is meeting the commitments UHCA made under this Agreement. These are the rules that apply to audits: a) The place, time, length and frequency of all audits must be reasonable and agreed to by UHCA. b) Employer will pay any expenses that are incurred by Employer or by UHCA for the audits. c) The audit can be conducted by Employer or by another entity selected by Employer if that entity is acceptable to UHCA. d) All of the other requirements in this Records, Information, Audits Section also apply to audits. e) Employer will provide UHCA with a copy of any reports of the audits performed within 30 days of the completion of the physical audit process. 4.4 Confidential Information. The following rules apply when either party receives Confidential Information: a) The Confidential Information will be used solely to administer the Plan or to perform under this Agreement. b) The Confidential Information will not be disclosed to any person or entity other than either party's Employees needing access to the information to administer the Plan or perform under this Agreement. c) Either party can disclose Confidential Information if required to because of legal process, for example, under court order, or regulatory demand. S REVISED OCTOBER, 1996 LJHCA•AGT �TIFIPAA.,' Wed bs,,na d) UHCA is permitted to disclose such information to its subcontractors if it is necessary to perform under this Agreement. In that case, UHCA will hold its subcontractors to the same standards of confidentiality as outlined here. SECTION V Claims Account 5.1 Claims Account. Employer will maintain a Bank Account against which checks may be drawn by UHCA to pay eligible claims submitted by employees covered under the Plan. Employer will ensure that the account balance is adequate to cover the checks so drawn. UHCA may immediately, at its option, cease providing any services under this agreement if the Employer fails to adequately fund this account, and may otherwise terminate the agreement. 5.2 Deposits to Claims Account. Employer (or Trustee, if applicable) shall make deposits to the claims account upon the written or oral request of UHCA for the purpose of funding claims processed for payment by UHCA. Upon bank clearance of the requested deposit, but not before, UHCA shall release benefit payments. UHCA may immediately, at its option, cease providing any services under this agreement if the Employer fails to fund the account, and may otherwise terminate the agreement. 5.3 Escheat. Employer shall be solely responsible for compliance with and remittances due under applicable escheat laws of any jurisdiction as such laws may be applied with respect to benefit payments under the Plan. SECTION VI Indemnification 6.1 UHCA. UHCA will indemnify Employer and hold Employer harmless against any losses, liabilities, penalties, fines, costs, damages, and expenses, including reasonable attorneys' fees, Employer incurs as a result of UHCA's gross negligence or willful misconduct relating to this Agreement. This right will survive termination of this Agreement. 6.2 Employer. Employer will indemnify UHCA and hold UHCA harmless against any losses, liabilities, penalties, fines, costs, damages, and expenses, including reasonable attorneys' fees, UHCA incurs as a result of UHCA's acting upon Employer's instructions, and/or due to Employer's gross negligence or willful misconduct relating to this Agreement. This right will survive termination relating to this Agreement. 9 MUM OCT08 x, 19% UHCA-AGT 7YETFA Wed Healthcare Ain stratar� Inc SECTION VII Taxes and Assessments 7.1 Taxes. If any tax or assessment is imposed by any governmental authority in connection with or on the services performed, fees received or payments made by UHCA pursuant to this Agreement (other than taxes based solely on the net income of UHCA), Employer shall promptly reimburse the UHCA for the amount thereof. Employer shall be solely responsible for all withholding, deposit and reporting requirements of federal, state and local authorities applicable to payment of benefit payments under the Plan. SECTION VIII Related Services and Aereements 8.1 Administrative Assistance. UHCA may retain accountants, attorneys or such other service providers or professionals it deems necessary in fulfilling its duties under this Agreement. Employer shall reimburse UHCA for any expenses incurred with respect to administrative assistance requested by or agreed to by Employer. 8.2 "Stop Loss" Insurance. Employer has procured the "stop loss" insurance coverage described on Exhibit B attached hereto with respect to the funding of Plan benefits by Employer in excess of certain specified individual and aggregate limits. UHCA shall, on behalf of Employer, assist Employer in the submission of claims for benefits payable under such policy, provided, however, that UHCA shall not be required or responsible to process claims for benefits under the Plan other than in the ordinary course and, provided that claims are processed in the ordinary course; however, no priority will be given to claims merely because the stop loss year is coming to a close. 8.3 Related Service Agreements. Employer shall provide to UHCA copies of all contracts in force between Employer and third parties which affect the administration of the Plan or payment of benefits thereunder including without limitation, contracts with "preferred provider", managed care, utilization and pre -certification service providers and insurers. All such contracts are listed on Exhibit B attached hereto. To the extent consistent with the terms and conditions of the Plan and the performance of UHCA services hereunder, UHCA will make all reasonable efforts to process and pay claims under the Plan in a manner consistent with the terms of such contracts, provided, however, that UHCA, which is not a party to any such contracts and cannot guarantee performance, shall not be liable or responsible for the failure of Employer to perform any term of any such contract or for Employer's obtaining of any benefits thereunder including, without limitations, discounts, preferred rates and price reductions. 10 REVISED OCTOBER, 1996 UHCA-AGT 71E TA LhIed healfh(are Adrnrrstratars Inc SECTION IX Fees of UHCA 9.1 Fees. Employer shall pay UHCA the fees described on Exhibit A attached hereto [start up fees; minimum fees]. Such fees shall be payable monthly in advance and are fully earned by UHCA upon payment. Adjustments in Fees due to changes in the number of employees shall be made within sixty (60) days of such change and the adjustment reflected in the next succeeding invoice. Interest shall be charged on the amount of all past due fees at the rate of 1 1/2% per month, or, if lower, the maximum allowable rate under applicable law. Fees shall be deemed past due on the day after the due date of UHCAs invoice. UHCA may immediately, at its option, cease providing any services under this contact, on the 30th day after the invoice date if the Employer fails to pay the amount due, and may otherwise terminate the agreement. 9.2 Disclosure. Employer acknowledges that UHCA collects commissions, billings and administration fees as described on Exhibit C attached hereto. 9.3 Material Changes and Renewal. In the event the Plan is amended, or the operation or administration of the Plan is changed, in any material aspect (including, without limitation, by way of amendment to the Plan or a material (10% or more increase or decrease in the number of Participants), the fee of UHCA shall be adjusted, as necessary, effective as of the date of such change in order to reasonably compensate UHCA for any additional services required to be performed or expenses to be incurred by UHCA. Failing an agreed upon adjustment in fees, UHCA may immediately terminate this Agreement. Furthermore, the fees as described in 9.1 shall be applicable only during the initial term hereof and shall be renegotiated upon each renewal of this Agreement. 9.4 Claim Reprocessing. In the event that Employer requires LTHCA to reprocess claims or deviate from the Plan (including but not limited to reprocessing claims due to retroactive changes in Plan design, extra contractual approval of claims, inaccurate eligibility information, etc.), UHCA reserves the right to charge for additional claims administration. SECTION X Timins of Agreement 10.1 Services Begin. UHCA will begin providing Employer services under this Agreement on the Effective Date. 10.2 Claims Incurred. UHCA services apply only to claims for Plan benefits that are incurred on or after January 1, 1998 REVISED OCTOBER, 1996 UHCA-AGT 77E TM Wed ileaMfKare AdmirrsLefa� Inc 10.3 Agreement Period. This Agreement will continue for the initial "Agreement Period" of twelve (12) months. Then, it will automatically continue for additional Agreement Periods of twelve (12) months each unless and until it is terminated. 10.4 Services End. UHCA services under this Agreement stop on the date this Agreement ends, regardless of the date that claims are incurred. However, the parties may agree to services UHCA agrees to continue to provide beyond the termination date. SECTION XI Subcontracting Services, Assignment 11.1 Subcontractors. UHCA may arrange with its divisions or affiliates or contract with other subcontractors to perform services under this Agreement. However, UHCA will be responsible for those services to the same extent that it would have been responsible had UHCA performed those services directly hereunder. 11.2 Assignment. Neither party may assign its rights or delegate its duties hereunder without the prior written consent of the other party, provided, however, that UHCA may delegate its responsibility to any wholly-owned affiliate of UHCA or its parent corporation. SECTION XII Termination of the Agreement 12.1 Termination Events. This Agreement will terminate when: a) The Plan terminates. b) Both parties mutually agree to terminate the Agreement. c) Either party unilaterally terminates the Agreement at any time for any reason by giving the other party at least,thirty (30) days prior written notice. d) UHCA gives Employer prior written notice of termination because Employer did not pay the fees or other amounts Employer owed UHCA under this Agreement within thirty (30) days of their Due Date. e) The bankruptcy or insolvency of Employer or UHCA occurs. f) The Employer fails to provide adequate funds to the Claims Account and does not correct the breach within fifteen (15) days after being notified in writing by LTHCA that the Agreement will terminate due to failure'to fund said account. 12 REVISED OCTOBER, 1"6 UHCA-AGT MTM Unted Heat Qm A&nstrarn Inc g) Either party materially breaches this Agreement (other than by situations addressed in subsections 12.1 (d) and (f)) and does not correct the breach within thirty (30) days after being notified in writing by the other party that the Agreement will terminate due to the breach. h) The enactment of, or recognition of the existence of, any law, promulgation of any regulation or action of any State or Federal Agency or authority which makes or declares illegal the continuance of the Agreement or the performance of any of the services of UHCA hereunder. i) This Agreement otherwise provides for such termination. 12.2 Return of Claims and Funds. Within twenty (20) days after the effective date of termination, UHCA has the right to return to Employer the following: a) All unprocessed applications for benefits in the possession of UHCA; b) All claim files, reports and other records belonging to Employer dealing with the Plan provided that UHCA shall retain such records or copies thereof as it deems necessary; c) Employer shall reimburse UHCA for all out-of-pocket expenses incurred by UHCA in complying with the foregoing provision. 12.3 Employer Liability For Benefits After Termination. Upon termination of this Agreement, UHCA shall cease to act on behalf of Employer, and Employer shall be solely liable for the processing and payment of all benefit claims incurred before or as of the date of termination, including claims incurred but not reported and claims reported and not processed as of such date. UHCA shall have no responsibility to process any claims in its possession as of the termination date. However, if the parties mutually agree and enter into an agreement so providing, UHCA may provide services with respect to the run-off of claims after termination of this Agreement. UHCA's fees for such service shall be paid in advance in an amount mutually agreed upon by the Employer and UHCA. SECTION XIII Governing Law 13.1 This Agreement is governed by ERISA. To the extent that state law applies, this Agreement will be governed by the laws of the State of Arizona. 13 REVISED OCTOBER, 1996 UHCA-AGT 77ETFA' ft)dFiealMaCareAdminstratar; Un SECTION XIV Entire Agreement. Amendment. Waiver 14.1 Entire Agreement. This Agreement, with its Exhibits and Modules, is the entire Agreement between the parties governing the subject matter of this Agreement. This Agreement replaces any prior written or oral communications or agreements between the parties relating to the subject matter of this Agreement. 14.2 Amendment. This Agreement may be amended only by both parties agreeing to the amendment in writing. 14.3 Waiver/Failure to Enforce. Any failure by either party at any time to enforce or require the strict performance of any of the terms or conditions of this Contract shall not constitute a waiver of such terms or conditions. Any specific waiver by either party of any of the terms and conditions of this contract shall be considered a one time event and shall not constitute a continuing waiver. Neither a waiver or any failure to enforce shall in any way affect or impair the terms or conditions of the Contract or the right of either party to avail itself of its remedies. 14.4 Disputes. In the event that any dispute relating to this Agreement arises between the parties, the dispute shall be resolved by binding arbitration before the American Arbitration Association using an independent panel of three (3) arbitrators provided that the arbitrators selected have at least five (5) years experience in the health care industry. In no event may the arbitration be initiated more than one year after the date one party first gave written notice of the dispute to the other party. The arbitration shall be held in Hartford, Connecticut. The arbitrators shall have no power to award any punitive or exemplary damages or to ignore or vary the terms of this Agreement and shall be bound by controlling law, including ERISA. 14 REVISED OCTOBER, 1996 UHCA-AGT 77ETM of ted FiealtliCareAdrnirostrdtor; Ir�c MODULE I Claims Administration Processing of Claims. UHCA shall process, adjust and settle claims received by UHCA for benefits under the Plan in accordance with the terms and conditions of the Plan. UHCA shall promptly adjust and settle such claims in a workmanlike manner in accordance with industry standards and shall notify the claimant of the disposition of the claim within the time period required by law. Claim Review. In the event that UHCA makes an initial determination that a claim is not eligible for payment under the Plan, and the claimant (or authorized representative or beneficiary) requests a review of such determination, UHCA shall refer such request to Employer together with the relevant records in UHCA's possession, and Employer shall make a full and fair review of the claim denial as required by ERISA and shall notify the claimant in writing of its decision on review in accordance with the time limits and other requirements of ERISA. Employer acknowledges that UHCA does not represent or warrant that all determinations made by it will be accurate, and Employer expressly reserves for itself the ultimate authority. 16 REVISED OCTOBER. 1996 UHCA-ACT UTM Urwted Healthcare AdmasUators, Ur - MODULE II Run -Out Administration 1.1 Run -Out Claims. Unless Employer directs UHCA not to, upon termination of the Agreement, UHCA will continue to process claims incurred prior to the termination date, for a period of three months. 1.2 In -Hand Processing. Unless Employer directs UHCA not to, UHCA will continue to process all claims that UHCA received prior to the date that UHCA stops providing claims processing services if UHCA has received all of the information necessary to process the claim before that date. 1.3 Agreement Breach. UHCA will not provide these claim processing services after termination of the Agreement if the Agreement was terminated because Employer failed to pay UHCA fees due or Employer did not the provide funding required under the Funding of Benefits Section of this Module or, at UHCAs option, when there is termination for any other breach of the Agreement. 1.4 Additional Fee. There will be an additional fee, determined by UHCA, for processing claims after termination of the Agreement. 1.5 Other Agreement Terms. All of the other terms of this Agreement will apply to these post -termination services as though the Agreement continued to be in effect. 1.6 Stop Loss. It is Employer's responsibility to maintain adequate stop -loss protection for this period. 17 REMED OCTOBER, 1996 UHCA-AGT 77ETFA unreel HaafniCare adrnrasaatars Uc EXHIBIT C Disclosure In the course of performing its obligations under the Agreement, LJHCA may act as a broker or sub -broker in the purchase of insurance/reinsurance contracts placed with respect to the Plan or other welfare benefit plans. In case the premiums on such contracts are paid from "plan assets" (as defined in ERISA), the following disclosure is being made to (and approved by) an independent fiduciary of the Plan. 1. Sale Commission - The following commissions are applicable to the insurance/reinsurance contract referenced above and are shown as a percentage of the gross annual insurance/reinsurance premium: Commission Schedule Policv Year First and Following Percentage Commissions 0% UHCA retains five percent (5%) of the insurance/reinsurance commission as a billing and administration fee and passes through one hundred percent (100%) of all remaining commissions to the sub -broker. The sub -broker receives additional compensation from the claims and administration fees, as listed below: Agent Name NEke Lynch Lynco Financial Address 177 Post Street, suite 750 San Francisco, CA 94108 Additional Commissions : $4.00 per employee per month