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EXHIBIT 10.11
ADMINISTRATOR'S CONTRACT
THIS Agreement is entered into on this 9th day of August, 1995 by and
between KENTUCKY RETAIL FEDERATION SELF INSURERS FUND ("KRFSIF") and SUMMIT
CONSULTING, INC.
("Summit").
WHEREAS, KRFSIF is a self insurers fund organized and established
pursuant to the laws of the State of Kentucky for the purpose of providing
worker's compensation coverage to KENTUCKY RETAIL FEDERATION, INC. members; and
WHEREAS, KRFSIF desires to engage Summit as its Administrator to manage
said fund in accordance with applicable law; and
WHEREAS, Summit is engaged in the business of administering self
insurers funds and agrees to serve as Administrator of KRFSIF and provide
administrative services to the extent referenced below;
NOW, THEREFORE, and in consideration of the mutual covenants herein
contained, Summit and KRFSIF agree as follows.
1. During the term of this Agreement, Summit xxxx:
a. Manage the affairs of KRFSIF in accordance with
the policies adopted by the trustees of KRFSIF.
b. Advise KRFSIF's trustees on policy matters
pertaining to self insurance.
c. Put forth its best effort to ensure that the
provisions of contracts by KRFSIF's trustees with third
parties are met.
d. Provide underwriting for, set up and issue, and
endorse policies providing insurance coverages as required by
KRFSIF to carry out the business of KRFSIF.
e. Submit bills relating to the policies issued by
KRFSIF to its members and secure premium audit services and
related filings regarding said audits and make reasonable
efforts to collect the resulting sums due KRFSIF.
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f. Maintain the books and records of KRFSIF at
Summit's place of business, which location shall be designated
as the address of KRFSIF except as otherwise may be required
by the State of Kentucky.
g. Secure all necessary actuarial services as may be
required to manage the affairs of KRFSIF at the expense of
KRFSIF.
h. Secure if requested, at the expense of KRFSIF, an
annual audit of KRFSIF prepared by a certified public
accountant.
i. Secure, at the expense of KRFSIF, all surety bonds
which may be required by the State of Kentucky relating to the
operation of KRFSIF.
j. Receive all funds due KRFSIF and pay all expenses
incurred by it and account for such to the Board of Trustees
of KRFSIF.
k. Invest all funds of KRFSIF in a manner authorized
by the State of Kentucky and approved by the Board of Trustees
of KRFSIF.
l. Put forth a reasonable marketing effort on behalf
of KRFSIF, including the payment of commissions to producing
agents, said commissions not to exceed six percent (6%) of
premium. Additional commissions, if any, are to be at the
expense of KRFSIF, or as mutually agreed to by the parties.
m. Prepare filings as may be required of KRFSIF by
the State of Kentucky.
n. Assist in securing all specific and aggregate
insurance coverages as required by the State of Kentucky
regarding the operation of KRFSIF, the cost of which Summit
shall bear to the extent same does not exceed, for any given
policy period, that premium which would have been generated by
applying the percentage of earned normal premium required as
of July 1, 1995.
o. Provide claims, risk management and loss control
services as may be required to competently administer KRFSIF,
it being understood and agreed that such
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services may be sub-contracted by Summit to qualified
persons or organizations at Summit's expense. In this regard,
Summit, or its sub-contractor will:
(i) Receive and accept notice of all
worker's compensation and employer's liability claims
as reported by the members of KRFSIF (including those
claims reported to the preceding administrator), and
service, investigate and adjust such reported claims
for a period not to exceed twenty-four (24) months
from the date of termination at this Agreement. In
the event KRFSIF desires such services beyond the
referenced twenty-four (24) month period, such shall
be subject to further negotiation by the parties.
(ii) Issue checks on a special revolving
account to be funded and provided by KRFSIF for
payment of claims against KRFSIF if, in the judgment
of Summit, said claims are covered by the Kentucky
Worker's Compensation and Employer's Liability Laws,
including compensation to an injured party, medical
payments, rehabilitative costs, and properly
allocated claims expenses as defined below. Expenses
of employees of Summit, or its subcontractor, in
carrying out this Agreement, shall none be considered
as a claim expense for the purpose of this paragraph.
(iii) Allocate to expenses chargeable as
"claims expense" the following:
A) fees for service at process;
B) fees to attorneys;
C) the costs of services of
undercover agents and/or detectives.
D) the cost of employing expert
witnesses for the purpose of preparing maps,
photographs, diagrams, chemical or physical
analyses and testimony in regard thereto;
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E) The costs of transcripts of
testimony, depositions, recorded statements
and court reporters, as might be necessary
to carry out the obligations of this
Agreement;
F) Rehabilitative services for
injured employees; and
G) Direct cost pertaining to the
defense of a particular claim or to the
protection of subrogation rights of KRFSIF.
H) Any fees for an approved managed
care or health care arrangements.
(iv) If necessary, defend worker's
compensation and employer's liability claim against
members of KRFSIF, in the name of or on behalf of
KRFSIF, in any suit or other proceedings which may at
the time be instituted against any member of KRFSIF
as a result of injuries or death which are within the
purview of the laws of Kentucky, even though such
suits or other proceedings contain allegations or
demands which may be groundless, false or fraudulent.
All costs and expenses in providing such services,
including legal and expert witness fees, shall be
paid through an account provided for that purpose by
KRFSIF, upon which amount Summit, or its
subcontractor, shall have the authority to make
payment of just claims and bills as necessary.
(v) Keep and maintain at all times complete
records of all claims and related payments, which
records shall be opened at all reasonable times for
inspection and copying by KRFSIF, its agents,
servants and employees.
(vi) Provide office space, personnel
experienced in worker's compensation claims,
equipment and supplies, as necessary to carry out the
terms of this Agreement.
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(vii) Provide a claims kit to all new
members of KRFSIF within ten (10) working days of
receiving notice of such new member, said kit to
contain such forms and data as recommended and
authorized by Summit.
(viii) Provide a monthly loss report and
such other reports as the State of Kentucky shall
require, including statistical data as may be
reasonably required by KRFSIF, as such relates to
claims handling.
(ix) Keep confidential the directory of
members of KRFSIF.
(x) Select reasonable and competent legal
counsel as regards all claims matters and oversee
legal proceedings pertaining to any claim which may
be litigated an behalf of KRFSIF.
2. In exchange for the services referenced above, KRFSIF will pay to
Summit an amount equal to thirty-one percent (31%) of earned normal premium
relating to the operation of KRFSIF, said fee to be computed on a monthly basis
and paid to Summit by the 15th of the following month. In this regard, earned
normal premium is defined as earned standard premium, less allowable discounts,
but in no event shall the discount exceed fifteen percent (15%) of the
cumulative standard premiums of all members of KRFSIF. Changes in the earned
normal premium resulting from payroll audits will be taken into consideration
end adjustments necessary will be made on a quarterly basis.
3. The initial term of this Agreement shall be for five (5) years
beginning on the date referenced above. The Agreement will automatically be
renewed under the same terms and conditions for an additional five (5) years
unless written notice of termination is provided by Summit to KRFSIF at least
180 days prior to the expiration at the initial term of the Agreement.
4. Notwithstanding the preceding paragraph of this Agreement, either
party hereto may terminate the Agreement with proper notice to the other for
just cause. Just cause for the purpose of this provision of the Agreement
consists of any of the following:
A. The filing of a Bankruptcy Petition by either
party to this Agreement.
B. Fraud perpetrated by one party to this Agreement
upon the other.
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C. Failure of a party to this Agreement to perform
contractual duties as outlined herein, subject, however, to
the party seeking to terminate the Agreement providing written
notice of its intent to do so to the other party, said notice
detailing the duties it contends the other party has failed to
perform. Subsequent to receiving said notice, the recipient
shall have ninety (90) days thereafter to correct the noted
deficiencies and, in the event said corrections are made
within that time, termination will not be available pursuant
to this provision.
5. In the event of a dispute between the parties to this Agreement, the
parties hereto agree that prior to either initiating legal proceedings that each
will in good faith seek to resolve said dispute through mediation by a mediator
to be agreed upon. In the event the dispute is not resolved through mediation
and litigation results therefrom, the parties agree that venue of such action
shall be Polk County, Florida and that all costs of such litigation, including
attorneys' fees and court costs both in the lower court and on appeal shall be
reimbursed and taxable against the non-prevailing party to the litigation.
6. This Agreement may not be varied or amended except by an instrument
in writing executed by both parties.
7. The provisions of this Agreement shall be governed by the laws of
the State of Florida.
8. This Agreement is non-assignable by either party.
9. All notices provided for under this Agreement shall be delivered
either personally or by receipted mail. The address for purposes of giving such
notice to KRFSIF is: 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000; and to
Summit is: Post Xxxxxx Xxxxxx 000, Xxxxxxxx, Xxxxxxx 00000-0000.
IN WITNESS WHEREOF. the parties have executed this Administrator's
Contract on the date set forth above.
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KENTUCKY RETAIL FEDERATION
SELF INSURERS FUND
By: /s/
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Chairman - Board of Trustees
In the presence of:
/s/
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/s/
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SUMMIT CONSULTING, INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, President
In the presence of:
/s/
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/s/
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