2011/05/11 Council Agenda Packet

• • information disclosure shall occur at a reasonable time and place and at the Plan Sponsor's sole cost and expense. 11. Overpayment or Improper Payment of Plan Benefits. If any payment is made hereunder to an ineligible person, or if it is determined that an overpayment or improper payment has been made to any Participant, HMA shall make reasonable efforts to recover the payment made to the ineligible person, or the overpayment or improper payment to the Participant, but shall not be required to initiate court proceedings for any such recovery. If HMA is unsuccessful, HMA shall notify the Plan Administrator in order that the Plan Administrator may take such action as may be available to it. 12. Additional Payments to Claimants. The Plan Administrator may, by written notice to HMA signed by an executive officer of the Plan Administrator, instruct HMA to pay claims, which in HMA's opinion are not payable under the Plan, upon the condition that such instruction expressly releases HMA from any liability in connection therewith. The Plan Sponsor and the Plan Administrator hereby acknowledge that such payments will not qualify for credit toward excess or stoploss insurance coverage, if any, and, as such, are considered "outside" the Plan, unless agreed upon, in writing by the Plan's stop-loss carrier. The Plan Sponsor and the Plan Administrator assume all legal requirements for such payment. 13. Cooperation. If the City is a party to any action or proceeding arising from or relating to the Plan or this Agreement, HMA shall, to the fullest extent permitted by law, make available to the City and its counsel all documents and records that the City reasonably determines to be relevant to such action or proceeding. If HMA is a party to any action or proceeding arising from or relating to the Plan or to this Agreement, the City shall, to the fullest extent permitted by law, make available to HMA and its counsel all documents and records that HMA reasonably determines to be relevant to such action or proceeding. The provisions of this section shall survive termination of this Agreement. 14. Notice of Third Party Administrator's Capacity. HMA shall notify all Participants in writing of its identity and its relationship to the Plan and the Plan Sponsor in such form and manner as approved by the Plan Sponsor. 15. Plan's Compliance with Laws. The City, as the Plan Sponsor and the Plan Administrator, represents and warrants that the Plan presently complies with all applicable federal, state and local laws and regulations, specifically including, without limitation, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and HIPAA, and covenants and agrees that it will, at its sole cost and expense, take all action necessary to cause the Plan's continued compliance with all applicable federal, state and local laws and regulations during the term of this Agreement. • 16. Miscellaneous. (a) Entire Agreement. This document is the entire, final and complete agreement and understanding of the parties regarding the subject matter hereof and supersedes and replaces all written and oral agreements and understandings heretofore made or existing by and between the parties or their representatives with respect thereto. (b) Severability. In the event any one or more of the terms, conditions or provisions contained in the Agreement or any application thereof shall be HMA, Inc.TPA Agreement Page 8 8910-021910 19