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Home My WebLink AboutLetter - Group RenewalSolstice) January6, 2012 Mr. Johnny Martinez, PE City Manager, City of Miami 444 SW 2nd Ave. 9th Floor Miami, FL 33130 Group #10902, Renewal DearMr. Manager As a valued client of Solstice Benefits, we thank you for the City's valued business over the years.. As You may be aware, the City's contract renewal period is from January 1, 2012 through December 31, 2012. We are pleased to renew the City's COM 1000 dental plan with the same rich benefits, and no increase in the rates. Also, you should know that our network of providers continues to increase. Thus, we recommend that at your convenience please visit our website at www.solsticebenefits.com for the most updated list of providers. Again, we are happy to assist the City in providing continuity of quality benefits and service. In that regard, please execute the attached Group Renewal Authorization Form, and fax same to 954.370.1737. Should the City have any questions regarding this account, please have a member of your team contact Senior Account Manager, Mr. Jim Moore at 954.370.1736. As always, thank you for selecting Solstice Benefits! Sincerely, Solstice Client Services `PO Box 19199 * Plantation, FL * 33318 * Tel: 954.370.1700 * Fax: 954.370.1701 Solstice Benefits, Inc. Group Renewal Authorization Client Name City of Miami Client Number 10902 Y �;�t lYf f Y .fr' �' d .• 4. .� Sc S% C � �P .f k° Renewal Period January 1, 2012— December 31, 2012 Renewal Plan Name(s) COM 1000 Renewal Rates: Employee Only Employee & Family $12.18 $30.52 Are you having an open enrollment meeting? Number of full-time employees Authorized signature Print Name Title Email Address Date Fax to: 954.370.1737, Attention Jim Moore Phone: 954.370.1736 The contract provisions on file with Solstice will be extended through the contract- - renewal period. A 45-day written cancellation clause applies to in force contracts. Solstice L'-'=S-tarrriark snafus February 5, 2008 Ms. Magaly Gonzalez Assistant Director City of Miami Department of Risk Management 444 SW 2nd Ave., 9u' Floor Miami, FL 33130 Dear Ms. Gonzales, Please find attached two signature pages for the Amendment to Services Agreement, signed by Carlos Ferrera, COO, Starmark Benefits, Inc. Please have both copies signed and return one original signed copy to us. I have enclosed a self-addressed, postage paid envelope for your convenience to return the signed original. Regards, - y WO ' P.O. Box 19199, Plantation, FL 33324 954.476.1182 • Fax: 954.476.8816 • Toll Free: 877.760.2247 www:solticebenefits.com Page 1 of 3 Rodriguez, Gisela From: Carlos Ferrera jcferrera@solsticebenefits.com] Sent: Friday, May 16, 2008 4:06 PM To: - Gonzalez; Magaly Cc: Morales, Denise M; Rodriguez, Gisela Subject: Starmark to Solstice Name Change Maggie, Attached please find the State Consent for the official name change from Starmark Benefits to Solstice Benefits. The new Certificate of Insurance's with the City named as an insured have been requested and should be available by end of next week. As I explained earlier, all providers have been notified of the name change and are aware that they will be seeing both the Starmark and Solstice logos as we make the transition. There are no changes to rates, plan name, benefits, claim addresses, telephone numbers, or tax ID. This was simply a company name change approved by the Office of Insurance Regulations. All members will be receiving new ID Cards in July with the Company's new name and plan material with the new logo, etc. We will let you know the exact date of when the ID Cards are mailed. We will update you next week with the new Certificate of Insurance. Thank you again. Carlos Ferrera From: Gonzalez, Magaly [mailto:mgonzalez@miamigov.com] Sent: Tuesday, May 13, 2008 12:15 PM To: Carlos Ferrera Cc: Morales, Denise M; Rodriguez, Gisela; jmoore@solsticebenefits.com; Michelle Thompson Subject: RE: We are receiving complaints again from our employees Carlos, Thank you for your reply. I note that you mention mailing notices to providers, but did the City employees currently participating in the Starmark plan receive any notification of the change? The employees need to know about the change of name and they also need to know if there is a change in the plan number or a change in contact numbers. Additionally, will employees participating in the Starmark plan receive new dental cards with the Solstice information? As to the official change of name, I will once again need to take this change to the City Commission. I need all the supporting documentation (letter agreements, contracts, State approvals, etc.) between Starmark and Solstice. I also need the current Certificate of Insurance for Solstice naming the City as an insured. Please provide this information as soon as possible. Many thanks 7 € 4 (ce) GA , i4 Assistant Director of Risk Management 305.416.1757 mgonzalez@miamigov.com 5/16/2008 Page 2 of 3 From: Carlos Ferrera[mailto:cferrera@solsticebenefits.com] Sent: Tuesday, May 13., 2008 11:17 AM To: Gonzalez, Magaly Cc: Morales, Denise M; Rodriguez, Gisela; jmoore@soisticebenefits.com; 'Michelle Thompson' Subject: RE: We are receiving complaints again from our employees Maggie: We apologize for the issues you are experiencing. Here's what we've discovered: 1. Name change: Attached is an email between you and me whereby you asked us to sign the old "Paragon" to "Starmark" before you were able to proceed to the change to Solstice. I apologize for my misinterpretation; I was under the impression you needed to produce a new document. Please let me know what you need us to submit for you. 2. Regarding Dr. Jessica. Eagan, she is part of a group of dentists called South Miami Dental Associates who we have tried to recruit and they have officially refused. They have never participated in our network. 3. During the month of February we mailed notices to all our providers notifying them of the official name change. During the first week in March we performed a grass -roots effort and contacted every dental office in Dade and Broward Counties reasserting the name change for those who did not get the mailing. Should you, or any of your employees have any specific dentist, please let us know as soon as possible so that we can contact them. Best regards, Carlos Ferrera COO From: Gonzalez, Magaly [mailto:mgonzalez@miamigov.com] Sent: Monday, May 12, 2008 2:48 PM To: Michelle Thompson; cferrera@starrnarkbenefits.com; Jim Moore Cc: Morales, Denise M; Rodriguez, Gisela Subject: We are receiving complaints again from our employees Once again the complaints from our employees have started regarding the services they are not receiving from the Starmark/Solstice dental plan. Has the company officially changed its name to Solstice? .I haven't heard anything further since my communication with Jim Moore on February 1st (attached below for reference). Have notifications gone out to all interested parties like the City of Miami employees that are on the plan and the the administrators of the plan (Leeann, Denise and mysel)? Additionally, dentist are telling our employees that they can't honor their dental coverage because Solstice no longer allows them to be part of the network. Specifically our employee, Nelson Cuadras was told.by his dentist, Jessica Eagan that Solstice no longer allowed her to be a network dentist. . Can you please update us immediately as to the status of the change of name and also as to what is going on with the Starmark/Solstice network of dentist. Your immediate attention will be greatly appreciated. 5/16/2008 Page 3 of 3 Assistant Director of Risk Management 305.416.1757 mgonzaiez@miamigov.com From: Jim Moore [mailto:jmoore@solsticebenefits.com] Sent: Friday, February 01, 2008 10:22 AM To: Gonzalez, Magaly Subject: Thanks for the Meeting Yesterday Hello Magaly, Thank you for meeting with Michelle and myself yesterday regarding the on-line training. It was a pleasure meeting you and your staff and I look forward to working with you all more in the near future. As soon as we have the final letter from the State regarding the name change, 1 will give you a call so I can make sure that we have all the proper forms completed for presentation to the Council. In the mean time, please do not hesitate to call me if there's anything that I can assist you with. I hope you have a great Friday and a wonderful weekend. Thanks, Jim Moore Senior Account Executive Solstice Solstice Benefits, Inc. (formerly Starmark) (786) 367-2763 Cell _ (954) 335-0759 Direct www.SolsticeBenefits.com CONFIDENTIALITY NOTICE (HIPM Compliance): This e-mail message, including any attachments, is for the sole use of the intended recipient(s) and may contain confidential and privileged information._ Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the • sender by reply e-mail and destroy all copies of the original message. 5/16/2008 OFFICE OF INSURANCE REGULATION KEVIN M. MCCARTY COMMISSIONER IN THE MATTER OF: • SOLSTICE BENEFITS, INC. FILE 77- 2008 OFFICE OF viguRANGE:RIEGUL' A tieckQ ted CASE NO.: 94348-08-CO CONSENT. ORDER THIS CAUSE came on for consideration upon the filing of a request by SOLSTICE BENEFITS, INC. (hereinafter referred to as "SOLSTICE"), formerly known as STARMARK BENEFFI S, INC. (hereinafter referred to as "STARMARK"), to use previously approved STARMARK forms with the SOLSTICE name, without refilling the same forms fox approval pursuant to Section 627.410, Florida Statutes. The OFFICE OF INSURANCE REGULATION • (hereinafter referred to as the "OH ICE"), having considered said application and being otherwise advised in its premises, finds as follows: 1. STARMARK petitioned the OFFICE to change its name to SOLSTICE. The name change was approved by the OFFICE effective December 11, 2007. , SOLSTICE states no changes within the corporate structure were realized. 2. As a material condition to approval of the above request, SOLSTICE, by .. execution of this Consent Order, certifies to the OFFICE that all policy forms previously utilized byr;STARMARK in the State of Florida comply with applicable provisions of the Florida ir=Insurance: Code:c-rr::-SOLSTICE further certifies that the Only :change required to achieve compliance prospectively is the substitution of file nanie SOLSTICE in lieu of STARMARK and that the only change in the forms' is the name change. If the above certification is not correct, SOLSTICE acknowledges that such misrepresentations may be considered willful, and penalties assessed accordingly. 3. Attached as Exhibit A is a list of all policy forms SOLSTICE will modify with the name change. 4. SOLSTICE shall continue to comply with all statutes and applicable rules of the OFFICE governing form filings and rate filings. 5. SOLSTICE expressly waives a hearing in this matter, and the making of Findings of Fact and Conclusions of Law by the OFFICE. SOLSTICE hereby knowingly and voluntarily waives all rights of any kind to challenge or to contest this Consent Order in any forum now available to it, including the right to any administrative proceeding, circuit or federal court action, or any appeal. 6. SOLSTICE shall mail to each of its insured a copy of the name change endorsement. SOLSTICE may continue to use the old policy forms, with the name change endorsement, for a period of ninety (90) days after the date this Consent Order is executed by the OFFICE. 7. SOLSTICE agrees to pay an administrative cost of two thousand five hundred U.S. dollars ($2,500) to effectuate the name change within 30 days of the execution of this Consent Order. to this action shall bear its own costs except as otherwise 8. _ --Each parry p provided 2 THEREFORE, the.agreement beiwe u SOLSTICE and the OFFICE, to permit the use of previously approved .STARMARK:forms, without refilling the same forms, is APPROVED. FURTHER, all terms and conditions contained herein are hereby ORDERED. DONE AND ORDERED this4-t, day of rt.PP.N , 2 08. M. McCARTY, Commissioner Office of Insurance Regulation 3 By execution .hereof; SOLSTICE BENEFITS; INC., consents to entry of this Consent Order, agrees without reservation to all of the above terms and conditions, and shall be bound by all provisions herein. The undersigned represents that he or she has the authority to bind SOLSTICE BENEFITS, INC., to the terms and conditions of this Consent Order. (Corporate Seal) By: n� Print Name: N (C( 1 {Z- -P(,A ‹ Title: Date: .'?\ \`\ 20 c5 STATE OF .SX -\ 2 COUNTY OF_ The foregoing instrument was acknowledged before me this \ day of tntt 2008, by i'M.64,tPC2-,.A-P'f' as (name of person) (type of authority e.g. officer, trustee attorney in fact) for , (company name) (Print, Type or Stamp Commissioned Name of Notary) Personally Known ✓ OR Produced Identification Type of Identification Produced 4 a•�„ YN�fIV I'fR,� M r{NA Wary P h - Stale of Florida 3 • ,=My Cammiss on Expires Jun 12, 2009 II, _ Conim ssbn� DO 439852 ' ,,N Bonded By NeI onai NotaryAw COPIES FCJRNISHE13 TO: Michael David Flax President Solstice Benefits, Inc. 7901 SW 6TH CT, STE 400 Plantation, Florida 33324 Wenceslao B. Troncoso Assistant General Counsel Office of Insurance Regulation Legal. Services Office 200 East Gaines Street Tallahassee, Florida 32399-4206 Gary Edenfield Senior Management Analyst *I Bureau of Life & Health Forms & Rates Office of Insurance Regulation 200 East Gaines Street Tallahassee, Florida 32399-0328 Monica Rutkowski Chief of Life & Health Forms & Rates Bureau of Life & Health Forms & Rates Office of Insurance Regulation 200 East Gaines Street Tallahassee, Florida 32399-0328 5 AMENDMENT TO SERVICES AGREEMENT This Amendment to the Services Agreement entered into as of the December 2, 2004, but effective as of January 1, 2005, by and between the City of Miami, a Florida municipal corporation whose principal business address 444 Southwest 2nd Avenue, 9th Floor, Miami, Florida 33130 (hereinafter referred to as "City"), and Paragon Dental Services, Inc. a Florida Corporation (hereinafter referred to as "Provider"). RECITALS: WHEREAS, the City issued RFP No. 03-04-077 to secure a provider to provide Employee Benefit Dental Plans, for the Department of Risk Management. WHEREAS, the Miami City Commission accepted the City Manager's recommendation to approve the finding of the evaluation committee pursuant to RFP No. 03-04-077, that the top -ranked firm to provide employee benefit dental plans for the Department of Risk Management is Paragon Dental Services, Inc., A Florida Corporation. - WHEREAS, the Miami City Commission authorized the City Manager to negotiate a Professional Services Agreement for the employee benefit dental plans. WAF,REAS, Paragon Dental Services, Inc. and the City of 'Miami entered into a Services Agreement dated December 2, 2004, but effective January 1, 2005; WHEREAS, Starmark Benefits, Inc., A Florida Corporation entered into an Asset Purchase Agreement with Paragon Dental Services, Inc. as of March 31, 2005 including the policy for the City's employee benefit dental plans. NOW, THEREFORE, in consideration of the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency whereof being hereby acknowledged and intending to be legally bound, the parties hereto agree as follows: 1. The foregoing recitals are true and correct and are hereby incorporated into and made a part of this Amendment. 2. • PARTIES: The first paragraph of the original Services Agreement entered into on December 2, 2004 (but effective as of January 1, 2005) is hereby deleted and replaced with the following language: This Agreement is entered into this 1 day of (JL&Pf.007 by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Starmark Benefits, Inc. ("Provider"). 3. Except as expressly amended by the provisions of this Amendment, the terms and conditions contained in the original Services Agreement shall continue to govern the rights and obligations of the parties and all provisions of the original Services Agreement, as amended, shall remain in full force and effect as stated therein and as such are hereby ratified and reaffirmed. NOW, THEREFORE, IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this day and year first written above. ATTEST: By:l/ . ;.(� 62-- Prisci a.A, Thompson, City Cle 3 (9-a 8- ATfhST: By: Name: Title: "City" CITY OF • , a Municipal Corporation By: Pedro G. Hernandez, Manager Starmark Benefits, Inc., a Florida Corporation By: -- Name: GQg-L-D3 Title: �v APPROVED AS TO FORM AND APPROVED AS TO INSURANCE R EQNTS: CORRECTNESS: N1At2IA J.CHIARO 62,t2g LEEANN R. BREHM, SP Interim City Attorney Risk Management Director Composite Exhibit A - Asset Purchase Agreement between Starmark Benefits, Inc. and Paragon Dental Services, Inc. Composite Exhibit B - Updated insurance requirements and evidence of coverages for Starmark Benefits, Inc. Composite Exhibit C - City's Legislative Package from September 23, 2004, including authorizing resolution and original Services Agreement, J1.04-E9-2025 21:16 FROM:LEONARD A WEISS 9544732594 TO:12504997061 P.2'2 ASSET PURCHAS, :.GREEMF T Cofeediecti to Document Di 1 OS nerd A. ielss THIS ASSET PURCf E AGREEEFIT, made this 315t day of March, 2005, by and between Starmark Benefits, Inc. a Florida corporation (hereinafter known as "Buyer") and Paragon Dental Services, Inc. a Florida ''corporation (hereinafter known as "Seller"). RECITALS`: A. Seller now awns and operates a discounted dental benefit company. Seller provides for sale of discounted dental 1enefits to both groups(multiple members) and individuals via its solely contracted denial provider network; and B. Buyer desires to purchasp and receive from Seller all active group and individual discounted dental benefit contrails as well as Seller's solely contracted and assignable dental provider network; and NOW, THEREFORE, for and In Insideration of the premises, and other good and valuable consideration, the parties her agree as follows: 1. Purchaeg Price at d AlloIon, 1.0. Purchase Price. Subject to the terms and conditions set forth herein, Buyer shall pay Seller a Purchase Price as follows: 1.1 $ Q0.00 earnest money deposit paid at the time of the exeaitlon of this agreement 1.2 S% minimum of the net monthly income of the Buyer to be paid on an"as eam " monthly basis, to commence on 04/01/05,, to be rem ed on the last day of each month beginning on 04/30/ 5 and every month thereafter indefinitely or until such time as the majority of the Buyer's stock or assets are acquired by a third party. Should a sale ensue Involving I than 50% of either the corporatestock or 50% of th corporate assets, then -a minimum of 50% of the p ds of such a sale shall become due and the 5% inimum monthly payments shall continue until such ime as the Buyer `s remaining stock/assets have been acquired by a third party. 1.3 50% of the sale pric of either the majority of the Buyer;s stock or the major of the Buyer's assets by a third party. •. UN-2i-2 64: 3 FROPI:LEONVID A WEYSS 95447 S34 TO'18594837061 P.r 2. • purchase and Sale of A,seets, Subject to tie terms and conditions hereof, Buyer hereby purchase from Seller, and Seller hereby sells to Buyer the Seller's active discount dental benefit contracts for individuals and groups alike along with the Seller's contracted dental provider .network (hereinafter known as "Assets), The detail of such Assets have been disclosed by the Seller and reviewed by the buyer as of 03/31/05 and are to be considered the purchased assets as oFthle date as they pertain to this agreement as follows:. 2.1 Reaatyables, Sellers shall sell and Buyer shall buy all current dtscaunted dental benefit contracts( contracts and their membership fees as their pertain to the benefit period of 04/01/05 and forward. Any fees collected that pertain to benefit periods prior to 04/01/05 that are collected by the buyer shall be reconciled and credited to the Mier on a monthly basis. 2.2. rerstegierjegaads, Seiler agrees to turn over all customer service records to Buyer upon execution of this agreement. Buyer agrees that Seller shall be given reasoreble ac0ess to any and all such records and shall be permitted tia make copies of all such records at any time subsequent to execution of this agreement Buyer also agrees that Seiler shalt have access to any computer records relating to groups and/or Individuals that have been transferred from the Setter to the Buyer on this date. Subsequent be execution of this agreement,. Buyer agrees to maintain all such records for a period consistent with the period which Buyers maintain their records and shall not thereafter destroy any such records without first Offering to deliver them to the Seller, It Is also agreed that both Buyer and Seiler will abide by all HIPPA laws and reputations In the above trarifers, transactions, or any actions as they pertain to this agreement. • 2.3 Cantingentjalatuniamente. Buyer is not purchasing or assuming Seller's company -related contingent or other liabilities (or reserves from or at banks and finance companies) and Seller shalt hold Buyer harmless from same. 2.4. bntan,gIb1. My and all of Sellers Intangible assets, Including but not limited to, oerpttrat7e names, telephone numbers, goodwill and tzchniques, lists, service and customer history, technical data, internal memoranda, and marketing concepts are available for use by the Buyer should the Buyer deem ttjthem necessary for the conduction of its business, J N-21.- 04:04 FROM:LEOWIRD 1i IC-155 95447 94 TO:1mB48arasi P. 4 ?S .Drat Benotil;2 ylder i� Any and all dental provider files and any other memorandum regarding the Seller's dental provider network shell be made available to the Buyer at their request 3.0 Pefault. In the event of the failure or refusal by Buyer to perform in accordance Mil this Agreement, speflca Ily to at any time and for any time, deem It In the best Interest of the Buyer not to remit the agreed upon. monthly percentage of monthty net income, the following shall occur: 0) Buyer may defer monthly payment(s) missed to facture months at their discretion (Ii) In the event of an acquisition of the majority of the Buyer's corporate shack or the majority of Its assets, any unpaid balance of monthly remittances shail have been accrued and due atolls time and shall be Included with the minimal 50% of actual sale price as outtined in 1.3. 4.0. Organization and Standing. The Seller is a corporation duty organized, validly existing and in good standing under the laws of ttte State of Florida. The Seller has all requisite corporate power and authority to own and to carry on its baisiness as is now being =Anducted. 5.0. Absefl_of Undlaeioabiili. (l)There am no (and with respect to ail facts existing prior to execution of this agreement) liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, due or to become due, or arising out of transactions entered intro or any state of facts existing, for which Buyer may become liable or which may adversely affect the free and dear title of the' Buyer to the Assets after execution of this agreement. (ii)Seller represents and warrants that they do not know of nor do they have reasonable grounds to knew of any basis for assertion • against Buyer, prfor•to the execution of this agreement, of any liability of any nature or in'any arnount'not futiy'r+eflerd -a- 3111-2i-2 5 04:04 rnotirLECNIVWR &EI6S 5v44730594 To:1E504097i1t61 P.5 6.0. its and Approvals. All corporate anions and all consents and authorizations of any person or ntlty have been or prior to the Closing will be obtained or taken to authorize and count to this Asset Purchase Agreement and the transactions contemplated herein. • 7.0 Imo. Seller is covemd by valid, outstanding enforceable "errors and omisslons occurrence" policies of insurance Issued by reputable Insurers covering their properties, Assets -and Business against risks of the nature normally Insured: against by similar entitles In the same or similar lines of business to coverage amounts typically and reasonably carried by such entitles (the "Insurance Policies"), Such Insurance Policies are in full force and effect, and ail premiums due thereon have been paid through the date of this Agreement and any future premiums coming due will be paid through the {losing. Seiler has complied with the proyysions of such Insurance P+ollccles applicable to them, and have provided Buyer with copies of all Insurance Policies and all amendments and riders thereto. 9:0 1PdemniticatiorLbv Sellers anciSharehotr: Sellershall, and herebyagree to, Indemnity and hold harmless Buyer at all times from or after the execution of this agreement against and tn. respect to any damages, as hereinafter defined. Damages, as used herein, shall Include any claims, actions, demands, losses, costs, . expert*, liabilities (joint or several), penalties and damages, Including attorneys' fees (including appellate proceedings and paralegal fees) incurred to investigating or in attempting to avoid or defend same or oppose the Imposition thereof, resulting to Buyer from (a) any lnacarrate representation made In or under this Agreement which survives Closing; (b) breach of any of the warranties made in or under this Agreement which survives Closing; (c) breach or default In the performance of any of the covenants to Ybe performed subsequenty,t to dosing hereunder; (d) any debts, ilebl ltes or obligations of Seiler whetter rued, absolute, contingent:, or otherwise, due' or to become due; and (e) any claims (relating to the Assets or business of Setter or act or omissions of Seller. . 9.0 Mlecetlancrous, 9.1. Asslgnrnent. ibis Mr& Purchase Agreement shall not be assignable by Sellers, Shareholder; or Purchasers without the prior written consent of the other parties. 9.2 „s, Each of the parties shall bear all expenses Incurred by It in connection with thls Asset Purchase Agreement and In the consummation of the transactions contemplated hereby and in preparation thereof. Ju -21-2$ S 64:65 FROMtL f9 I TSS 9544733394 TOr LIZIN8870G1 P.6 9.3. Attomewb Fees. In th'evvent it biomes ne sary for eith r partybo 'inform the tams of this Agreement, the prevailing party shall be entitled, In addition to such damages or other relief as may be granted, to' recover reasonable attorneys- fees and cots, such attorneys., fees bo Include those incurred on any appeal. 9,4. Aniendrn • II • nd Waiver. This Asset Purchase Agreement may be amended, rnodifed or germinated at any time and In all respects, or any provisions hereof may be waived by an instrument in writing executed by all the parties hereto. 9.S. flg ice. Any notices or otter communication required or permitted hereunder shall be sufflcientiy given if hand delivered, transmitted by facsimile machine or sent by certified mall, postage prepaid, addressed to the addresses of the parties set forth below their respective signatures contained herein or at such other addresses shall be furnished In writing by any of the parties to the others, and shall be deemed to have been given as of the date of receipt Notice given to Sellers shall be deemed given to the Shareholder. 9.6. Choice of Law. It is the Intention of the parties that the laws or the State of Florida shouldgovern the validity of this Asset Purchase Agreement, the consbucdon of Its .terms, and the Interpretation of the rights and duties of the parties. Venue and exdustve jurisdiction for any action hereunder shalt be taken in a court of competent jurisdiction located In Miami - Dade County, Florida. • 9.7. t'st All of the terms and provisions of the Asset Purdiase Agreement shall be binding upon, Inure to the benefit of and be enf r able the parties and their sure eters heirs and permitted assigns. 6rtlYl VGOt/�G by�+ra� 4+tr.r and ..r i 9.8. QocLlmentaaon. From time to time, after the Closing, at the request or the Buyer, the Seller will execute and deliver to the Buyer such other instruments of conveyance and transfer and take such other action as the Buyer may reasonably require to more effectively convey, transfer to, and vest In the Buyer, and to put the Buyer in possession of, any of the properties or assets bo be conveyed, transferred, and delivered to the Buyer hereunder. JLPI-2A-2025 04s135 ROM:LEONARD A I•EI5S S54473E594 TO:1E5049B70o1 11,.7 Given under the hands and seals of the undersigned, effective the day and year first above written. Syes: Starrett Benefits, line. a Ftodda corporation Na e: . its. Date: Paragon Dental Semites, DI . • n Florida co • • n BY: Date: • r Starmark -w= Bemefits VIA Email September 5, 2007 Denise R. Morales Group Insurance Coordinator DMoraies@ci.miami.fl.us RE: Change from Paragon to Starmark Benefits, Inc. Dear Denise: Please accept this letter as confirmation of Starmark Benefits, Inc.'s acquisition of all of Paragon Benefits assets, including but not limited to, its contracts, provider networks, etc. as of April 2005. Please let me know if you have any questions. Sincerely, Carlos Ferrera Chief Operations Officer Starmark Benefits, Inc. Stamiark Benefits, lnc. P.O. Box 19199, Plantation, FL 33318 1.877.760.2247 www.StarmarkBenefits.com ..w,OATE '''''Igg: '?:! -Iry�,I `,,:.^.. 16't:, Ig��Lif: t illltti� ; 1"4:.:!:1!l4!, ',fir:�11'. Il!Jti...1,'•C. .) i <7: 'fir. (MMID)O/Yl'J r .nre: pp _ , .,_.mey.5__.�., ~II•[ �4C�Rla .�� !tlZ-' -:r, n� ' � �.. '.I• � T'1 { di�.4t� t111 F. , ulpi !.R 1 tp,l l l:',; � `7 t %I.,*. �� '}•:: �I L l flil U llt `!� J Ll �µ fl '111! iv'ur �._. 51 �5 1 t{LH lcr' till �:I..•I ILilir tt -e.P 14 1.4'!71 4 ri';,.•_ r �y,� J. �•�li I„!I !..r ! nl ,1!) -cf.. l t}4ti:fi i1t �+.4 1 i, l„ i!.. ,_�I. .. ,`: I: / / Gi , 10 02 07 '"""°F' ,... PRODUCER Insurance Marketers, :..i .(T .r.,m, an?i. i,.. Inc. 41 r !�9.,1 !, _r. I 1 t1.,Jj"i, . i....: ! .•! 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. 2600 Douglas Road Suite 712 Gables FL 33134 COMPANIES AFFORDING COVERAGE Coral. Evarist Milian Jr. A178686 • r Phone:305-442-9507 Fax:305-447-8527 COMPANY A •. Fidelity & Dep.Co.of Maryland INSURED COMPANY 8 • ' COMPANY C - Stazmark Benefits Inc. P.O BOX 19199 Plantation FL 33318 • COMPANY D • ';-7['.�!,;i ic• y:I !::511.,�: { I@$r'i ,r..sl !! ,� �,':c:.:.ry ,'!L•'4;e: `• • :, n.l::;...; :.; :• ',,: ; .t= yi=;ari :^ .?Al; :: , rJ` � . .. .• ._, i,... a,•-0•14, . 161- ,, ..,_,; , .,,:..-J..�Ii .: ?.... ?d e i.,ti• s7n....51,:"rl,•»�[,. :f•li y,I ! .4.r41:gatiil.ii .i .:ir.a:... e44%•�F.:t.,), ,ail! , !. ,. AMR.; ,L) ,. Y. l:n :• 14 I-r:lr. •., i.. =r k Pl n ,�Ir� .L;iJ�.,l;'- :1: i':c:: 1; I . ,y�il!1 5� °lp',L"tili::! i. '- ::) �.! .. !.r. �ii0ii!:i!�.'!,.•:r. S! 'il.`I:IW� i v' � i ��!l..�v: •, ..... .. _. _ i. .c�. '�� 'L •�C- T. �,,..r,•1,. �q;!«:1r::Ts,i�i��,=t �t,.�a:v.:,?i.,.f� !:,r,.F'.:.p.{.�;!.r:.lc...!il.•;'l;; 'r�i'. ,'.Ia:• �..__.._.__. $... ,: ....,� .,., THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED 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 BYTHEPOLICIES DESCRIBED HEREIN 1S SUBJECT TO ALL THE TERMS. ' - EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR 'TYPE OF INSURANCE POLICYNUMBER POUCY EFFECTIVE DATE (MhVDD/YY) POLICY EXPIRATIO0 DATE (MWDDIYY) COVEREDPROPERTY LIMITS — — BUILD)NG $ _I PROPIRTY _...« PERSONAL PROPERTY $ CAUSE60FLOSS --- BUSINESS INCOME S BASIC -- EXTRA EXPENSE $ BROAD BLANKET BUILDING 5 SPECIAL BLANKETPERSPROP $ "'•'- EARTHQUAKE BLANKE•I BLDG 8 PP S FLOOD $ 5 INLAND MARINE S TYPE OF POLICY 5 CAUSES OF LOSS . 3 NAMED PERILS OTHER S 09/28/07 09/28/08 X Emo.oyee Diehooeety $$1,000,000 A X CRIME CPP006362401 - X Deductible s $10 , 0 0 0 TYPE OF POUCY : $ ' $ BOILER & MACHINERY • . OTHER LOCATION OF PREMISES/DESCRIPTION OF PROPERTY - Dental Company MLMO = :' Location of Premises: 7901 SW 6th Ct.#400 Plantation, Fl 33324 SPECIAL CONDITIONSIOTHER COVERAGES Coverages are subject to the terms, conditions, deductibles, and exclusions shown in the policy. *10 day notice of cancellation for non payment of premium- - � ...., ._ ..- ,......... .... .•r:-:.. ..-«. .:_ :v .... , .., I.. _...,, .I. -.. L .!-: !....t ia. ... .. .��:-0-.,4 1„ 1 ,,�.�.-r{, . ._ ip., i'll!?:.r_cw ,!,r! i ,.: ,F ,�_:«::',LL I,....L p, UT.�n f�;�f y t:_�'�l. �.hr �i_{..�' i„•?' l ''Di,�:i:`Si,�••f:"aC::7c ' -i... ttj_•::r�::i.•� : i:i "li i} !f? .(? .f: !l:r("i �ATI•�e.f7.i :.l�u,: :a:11- i1i '�'1`:'i 'li el ,'1!i!I �m . �.1,'l..F! - L :. ,G ;+, ,lii2!-�-II'.zs'r_ =-St;: �n.r yax , ,a;;G_.-.,- v,ai. =. e .. 0Elt 6 ); J,'.:.!lLL{.IL:�-Lh �. „),I', ,:I .,'— ,d � .....ia-r.,.,a.. �.,._..v � •.....-• ...,"._.. �lu,•4'(.• R , y�,�dT��O°jIn. ,�,.�i �I tC°7:L�Ti!E!R!'-, CIT1r0 $ -. _ ..... _.. _ .. - .... _._.. ..._ ._ _.. ' -'-:- :' •'• .' -'_ '"' "-, '-'" " • - .._..rn SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO. THE CERTIFICATE HOLDER NAMED TO THE LEFT, q t{c ,. City „Of:; Ms.ami,: •.-- - --' : • 444 Sic 2nd Ave 9th Floor_ - BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION DR LIABILITY _.. _ .. <. .:......._ ..._... OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. Miami, FL 33130 lyyE7't QRP?RESFNTATIVE Oe • • ' - I- .... y..,, . �:... _.; .. ,, 1. - e; _.._.1._c ,-; , ..:..._�, ; , :. ; ,..i:.::, .:. {f:•raka .�.�.� .r•.I.. •'•,....R _,.u.:., it�1'?{.�ly.,.�I:,yun::,Yliu.(,•114):f..i......1:.f:itP14.:�u�i1,1:�..lim,•:I,.F:t!i•.S!Id.L.uiP:P�'i�JL, -.r,J �!]If+'"�Y h,]I II- !n!lll:I�.w-rn, r ! I ....-, , . Yx•-..:n:rn•..,, u,�l•.�la _. I I...Iu.ti h)fi!!h,�i, _.:.., ..._..1'J l '[ { lir.• .;•J'_.: �} «i' n/l' 'III able"' hind!•..,,:r,;1-'-r.;;,:..,!.Ji ,:I R�';J� ; rsi[t- $: itit•T ;y. j ,tg Berl:{i.(.. �,e,:41 1:,d�1,�•,a�'.:��C!,::4.!C..!.i..[A:II;c:.M1r �17M1'. a....i:a«. t....4.., J :!: ,.. ... - - c, City of Miami Master Rep®rt Resolution R-04-0674 City Hall. 3500 l'an American Drive Miami, FL 33133 www.miamigov.coin File JD #: 04-01085 Version: 1 Enactment Date: 10/14/04 Controlling City Commission Status: Passed .. Body: Title: A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENTS, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH THE FOLLOWING TOP -RANKED FIRMS TO PROVIDE EMPLOYEE BENEFIT DENTAL PLANS, PURSUANT TO RESOLUTION NO. 04-063G, ADOPT13D SEPTEMBER 23, 2004: (1) PARAGON, FOR THE DENTAL MAINTENANCE ORGANIZATION; AND (2) METROPOLITAN LIFE, FOR THF, PREFERRED PROVIDER ORGANIZATION, EACH FOR AN INITIAL THREE-YEAR PERIOD WITH THE . OPTION TO RENEW FOR TWO ADDITIONAL. TWO-YEAR PERIODS. Reference: Introduced: 9/16/04 Name: Dental Agreement Requester: Cost: Final Action: 10/14/04 Notes: Sections: indexes: Attachments: 04-01085-cover memo.pdf, 04-01085-mcmo.pdf, 04-01085-metlife.pdf, 04-01085-schedule of attachmcnts.pdf, 04-01085-attachments.pdf, 04-01085-memo ofagracment.pdf, 04-01085-PDPI.pdf, 04-0] 085-P DP2.pdf, 04-01085-paregon.pdi 04-01085-paragon2.pdf, 04-01085-paragon business agrcemcnt_pdf Action History Ver. Acting Body Date Action Sent To Due Date Returned Result T Office ofihe City 10/13/04 Reviewed and Attorney Approved l City Commission 10/14/04 ADOPTED City of Miami Page I Printed on 10/2/2007 A motion was made by Angel Gonzalez, seconded by Jeffery L. Alien, that this matter he ADOPTED. Chairman Sanchez: We arc — Vice Chairman Gonzalez: h4ovc RE.2. Chairman -Sanchez: R1:.2, it's a resolution also. There is a motion by Vice Chairman Gon7.11lez. Is thene a second? Commissioncr Allen: 1 second. Commissioner Regalndo: Second. Chairman Sanchez: Second by Commissioner Allen. 11 is open for discussion. Hearing none, all in favor, say "aye." The Commission (Collectively): Aye. Chairman Sanchez: Anyone in opposition, having the same right, say "nay." I [caring none, the resolution passes unanimously. The motion carried by the following vote: Aye: 5 - Angel Gonzalez, Johnny L. Winton, Joe Sanchez, Tomas Regalado and Jeffery L. Allen 1 Oflice of the Mayor 10/15/04 Signed by the Mayor City or Miami Page 2 r>amcd on i moon, - rube i. OA. �. ..Title A RESOLUTION OF THE MIAMI. CITY COMMISSION AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENTS, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH THE FOLLOWING TOP -RANKED FIRMS TO fROWDE EMPLOYEE BENEFIT DENTAL PLANS, PURSUANT TO RESOLUTION NO. 04-0636, ADOPTED SEPTEMBER 23, 2004: (1) PARAGON, FOR THE DENTAL MAINTENANCE ORGANIZATION; AND (2) METROPOLITAN LIFE, FOR THE PREFERRED PROVIDER ORGANIZATION, EACH.FOR AN INITIAL THREE- YEAR PERIOD WITI•I THE OPTION TO RENEW FOR TWO ADDITIONAL TWO-YEAR PERIODS. ..Body WHEREAS, pursuant to public notice, Request For Proposals ("RFP") No. 03-04-077 was issued to provide Employee Benefit Dental Plans, on a contract basis for a three-year period, with the option to renew for two additional two-year periods, to be executed by the City Manager, for the Department. of Risk Management; and WHEREAS, the RFP for Employee Benefit Dental plans requested quotes on the current Dental Maintenance Organization ("DMO"), as well as, an optional Preferred Provider Organization ("PPO") product; and WHEREAS, RFPs were received on June 2, 2004, and the proposals were evaluated by an Evaluation Committee appointed by the City Manager; and WHEREAS, contracts have been successfully negotiated with Paragon and Metropolitan Life; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized{ 1 } to. execute Agreements, in a form acceptable to the City Attorney, with the following top -ranked firms, to provide Employee Benefit Dental Plans, pursuant to Resolution No. 04-0636, adopted September 23, 2004: (1) Paragon, for the DMO, and (2) Metropolitan Life, for the PPO, each for an initial three-year period with the option to renew for two additional two- year periods. 'Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. { 2} http://egov; ci.mi arni .fl.us/LegistarWeb/uti li tyFunctions/getMatterText. asp 10/2/2007 rage- L V1 G ..Footnote {I} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions; • {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. http://egov.ci.nuami.fl.us/LegistarWeb/utilityFunctions/getMatterText.asp l 0/2/2007