|
2 •
<br /> (ii) The Plan Sponsor becomes insolvent, is adjudicated a bankrupt,
<br /> voluntarily files or permits the filing of a petition in bankruptcy, makes an
<br /> assignment for the benefit of creditors, or seeks any similar relief under
<br /> any bankruptcy laws or related statutes.
<br /> •
<br /> (e) Termination of Plan. If the Plan is terminated, for whatever reason, this
<br /> Agreement shall automatically terminate as of the effective date of such
<br /> termination except as set forth in 7.(c) if run-out processing is elected.
<br /> (f) Effect of Termination. Upon termination of this Agreement, all obligations of
<br /> HMA hereunder, specifically including, without limitation, all obligations to
<br /> process claims for benefits and disburse benefit payments, shall terminate, and
<br /> all rights of the City shall cease, and HMA shall not be liable to the City for any
<br /> damage whatsoever sustained or arising out of, or alleged to have arisen out of,
<br /> such termination. Notwithstanding anything express or implied hereih to the
<br /> contrary, the termination of this Agreement shall not affect the right of HMA to
<br /> receive and recover all fees then owing by the Plan Sponsor to HMA hereunder
<br /> or the rights of the parties under Sections 8 and 9 of this Agreement.
<br /> 8. Indemnification by HMA. HMA agrees to indemnify, defend and hold the City
<br /> harmless from any and all claims, demands, liabilities, judgments, damages, expenses,
<br /> and losses incurred by the City, including court costs and reasonable attorney's fees , to
<br /> the extent such claims, demands, liabilities, judgments, damages, expenses or losses
<br /> arise out of, or are based upon, HMA's fraudulent, criminal or willful acts of misconduct,
<br /> HMA's breach of this Agreement, or HMA's reckless or negligent acts or omissions in the
<br /> performance of its duties under this Agreement. The provisions of this section shall
<br /> survive termination of this Agreement.
<br /> 9. Indemnification by the City. The City agrees to indemnify, defend and hold HMA
<br /> harmless from any and all claims, demands, liabilities, judgments, damages, expenses,
<br /> and losses incurred by HMA, including court costs and reasonable attorney's fees, to the
<br /> extend such claims, demands, liabilities, judgments, damages, expenses, or losses arise
<br /> out of, or are based upon, the City's fraudulent,criminal or willful acts of misconduct, the
<br /> City's breach of this Agreement, or the City's reckless or negligent acts or omissions in
<br /> the performance of its duties under this Agreement. The provisions of this section shall
<br /> survive termination of this Agreement.
<br /> 10. Records Access and Audit Rights. Subject to the provisions of this Paragraph 10, the
<br /> Plan Sponsor or the Plan Administrator may audit HMA's compliance with its obligations
<br /> under this Agreement and HMA shall supply the Plan Sponsor or the Plan Administrator,
<br /> as appropriate, with access to information acquired or maintained by HMA in performing
<br /> services under this Agreement. HMA shall be required to supply only such information
<br /> which is in its possession and which is reasonably necessary for the Plan Administrator to
<br /> administer the elan, provided that such disclosure is not prohibited by law or by any
<br /> third-party contracts to which HMA is a signatory. The Plan Sponsor and the Plan
<br /> Administrator hereby represent and warrant that, to the extent any disclosed information
<br /> contains Protected Health Information (as defined by the Standards for Privacy of
<br /> Individually Identifiable Health Information promulgated pursuant to the Health
<br /> Insurance Portability and Accountability Act of 1996, as amended ("HIPAA")) about a
<br /> Participant, the Plan Sponsor or the Plan Administrator has the legal authority to have
<br /> access to such information. The Plan Sponsor or the Plan Administrator shall give HMA
<br /> 60 days' prior written notice of its intent to perform such an audit and its need for such
<br /> information and shall represent to HMA that the information, which will be disclosed
<br /> therein, is reasonably necessary for the administration of the Plan. All audits and
<br /> HMA,Inc.TPA Agreement Page 7 8910-021910
<br /> 18
<br />
|