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HomeMy WebLinkAboutLetter- RE TCCOG Health Care Status 2-12-2010.PDFAtt: Trustees RE: TCCOG Health Care Status From: Mayor Gilmore Fellow Boardmembers, At our 2/BMonday Noon board M explain the key points of the TCCOG to it, I'll now share the basics referri questions for clarification on Tuesda #1J The Municipal Cooperation Agre progress for about a year. 17 munici 23 bargaining union units through th review by Laurie fohnston, our I{eal is nowwith the NYSID New York Stat day now. The final version will go to to sign it on or by February 25 which its municipalities signing on by this The Agreement gives the Village of Member Municipalities one vote on t the case where there's a tie vote, a w possible stall in the managing the ent employees will receive weighted vo with smaller municipalities. These occurred to date, as what's good for a The VOCH Mayor by earlier Board Me document on2/25/2010 at the regul required, Randy or Norma should ad TCC0G signing is anticipated. #2) Financial Summary.."Jeff Silber wi circled in the sheet you have dated 9/ anticipated for this new organization. and the City of Ithaca's Controller Ste the Health Consortium since each of t the resources and staffing to oversee Steve will report to the Health Care C oversight. Extra consortium staffing County under Dave Squire's direction. The area under "Net Income". "Liabilit building of resources for catastrophic [page two/Health consortium financi summary continuedJ Date 211,2/I0 ng it was nJy, Norma and Jeff Silber's intent to further ealth Care Consortium situation. Since we didn,t get to the material distributed. Please bring any 2 / L6' s evelring meeting. ment dated 2/B/1,0 is in our packets; a work in lities havd been involved in contract negotiation and Health Consortium Board. The contract is under care and Labor Relation's Attorney. This agreement Insurance Department and likely to be approved any urie |ohnston for her approval, and I would expect ll officiall[z create the legal insurance entity with all te. ga Heights, a Labor Union Representative and all Health Consortium Board issues going forward. In ted voti4g model will be implemented to avoid any . Municipalities with the greatest number of , but in a manner that's intended to protect balance ofconflicts are not expected, nor have they y heaJth cg_pfortium membgr ig likq]y good_for all. ber resolution has been authorized to execute this r TCCOG Meeting. However, if a new Resolution is se us of action required on Z/1.6 before the 2/25 I explain thfs in a more detail. The dollar amounts 4/09 is the Draft Health Consortium prrrloar Tompkins County's Director of Finance Dave Squires Thayer acft as the fiscal administrative officers for ese entities have the lion's share of participants and is $25 milllon do]lar annual operation. Dave and sortium Board monthly as it relates to this financial ill be hired administrativelv and housed within the es", and "Ullencumbered Fund Balance" represents a rticipant losses and long-term equity stabilization of the consortium, allowing it to keep insurance prem #3) VOCH Retiree Side by Side Compariso4 dated2/B currentlv have verses what we anticipate for our Reti as good as or better than our present health care cove Participants and the Village for this coverage will be a charged. It's expected this coverage will be ready to explanation will go out to retirees as soon as the Villa Support feels we are ready to move forwa4d. Consortium Retiree Coverage was approved at the B being appropriate, subject to Treasurer-Clerk and M execution as required. #4J VOCH Non-Bargaining Side-bir-Side Comparison d currentlv have verses what we anticipate for our Non designed to be as good as or better than orir present h premiums to the Participants and the Village for this than currently charged. It's expected this doverage wi Treasurer, Clerk and Mayor will notify us, when in ou coverage, assuming side-by-side comparisons continu explanation will go out to Non-Bargaining Staff a mon This coverage also represents a savings to V0CH, alth finalized. Non-Bargaining Consortium Insurance [#4J adoption for administration to then take follow-up ;iction" It is s #3 &#4 above) In both cases of coverage above, the intimately involved in the detail of affirmirlg the cover is brought forth to the employees" This further explains the status of Consortium Health Board's further support to keep this progressing. The inching forward thanks to municipal-wide cooperatio government, perhaps unheard of at the national level" the 1st such Municipal Health Consortium greated in N New York State Insurance Law. I hope this helps and we can address any further ques needed. Currently Mayor Gilmore sits on the Consorti the official "Alternate" when the Mayor is unavailable. Sincerely,Mayor jim Gilrnore ums as low as nossible. ...This compares what coverage we Participants. It is designed to be ge. Insurance premiums to the least 15% lower than currently ke affect soon, and that letters of Administration with Board rd Level several month's ago, as r's final review, approval and ted2/8.... This comoares whatwe argaining Participants. It is Ith care coverage. Insurance verage will be at least 15% lower I be ready to take affect soon. Our opinion we are ready to begin this favorably. If so, letters of before coverage would change. ugh exact %o savings is being believe still needs Board Approval ll under review. surer, Clerk and and cost ofboth Mayor will be policies before it nsurance, and our request for the hole process has been slow but that's a bit unique in local If enacted, this organization will be York State under Article 47 of ons you all may have on 21L6 as m Board and Trustee Kate Supron is FT -- THIS AGREEMENT (the "") made effective as of 1" day of January 2010 (the "Effective Date"), by and among (collectively, the "Participants"). of ttre signatory municipal corporations hereto WHEREAS: 1. Article 5-G of the New Yprk General Municipal Law (the "General Municipal Law") authorizes municipal corporationq to enter intq cooperative agreements for the performance of those firnctions or activities in which they could engage individually; 2. Sections 92-aand 119-o the General Municipal Law authorize municipalities to purchase a single health insurance po body to administer a health plan; enter into group health plans, and establish a joint 3. Article 47 of the New Y lnsurance Law (the "Insurance taw"), and the rules and regulations of the New York State intendent of Insurance (the "Superintendent") set forth certain requirements for governing plans; :insured municipal cooperative health insurance 4. Section 4702(t) of the I Law defines the term "municipal corporation" to include a county, city, town, village,district, board of cooperative educational services, public library (as defined in Section 253 defined in Section 119-n of the General f the New York State Education Law) and district (as unicipal Law); and 5. The Participants have to their individual satisfaction that furnishins the health benefits (including, but not li ted to, medical, surgical, hospital, prescription drug, dental, and/or vision) for their eligible o eligible employees (as defined by the Internal Revenue Code of 1986" as amended. and Internal Revenue Service rules and. regulations), of eligible officers, employees and retireeseligible retirees, and the eligibie (eollectively, the "Enrollees") (such does not include independent contractors and/or consultants) through a municipal is in their best interests as it is more cost- efflective and efficient. Eligibility requirements be determined by each Participant's collective bargaining agreements and/or their policies and procedures. NOW, THEREFORE, the partie$ agree as follows: A. P,rnrrcpaNrs. 1. The Participants hereby delignate themselves under this Agreement as the Greater Tompkins County Municipal Health Insu{ance Consortium (the "Consortium") for the purpose of providing heaith benefits (medical, surgic[], hospital, prescription drug, dental, and/or vision) to those Enrollees that each Participant indi{idually elects to include in the Greater Tompkins counf Municipal Health Insurance Conslrtium Medical Plan(s) (the "Plan(s)"). 2. The followine shall comprise the initial membership of the Consortium (a) County of Tompkins; (b)ity of Ithaca; (c) Town of Enfield; (d) Town of Caroline; (e) Town of Ithaca; (f) Town Danby; (g) Town of Dryden; (h) Town of Ulysses; (i) Village of Cayuga Heights; fi) Village of {H1049320.1 1} ; (k) Village of Dryden; (1) Village of nsortium may be offered to anY f the County of Tompkins; Provided ), the applicant provides same type of municipal corporation as the initialParticipants. Notwithstanding anything to co set forth in this Agreement, admission of new Participants shall not requiro of this Section A(2). MembershiP Agreement, any amendments heretoshall be subiect to the terms'and conditions set forth in and applicable law. 3. Participation in the Plan(s) by some, but all, collective bargaining units or l not be permitted absent prior Board which negotiates an alternative tr-ealth insurance plan offering other than the Pfan o of the Consortium with a collective charge as determined bY the Board"bargaining unit or employee group may be subject to a 4. Initial membership of additional shall become effective on the fust the resolution to accept a municipal agree to continue as a ParticiPant 5. The Board, by a two-thids (213) vote of entire Board, may elect to Permit a ical or political boundaries of the proof, as determined bY the Trumansburg; (m) Town of Groton. Membership inthe C municipal cJrporation within the geographical boundaries however, in the sole discretion of the Board (as defined 1 satisfactory proof of its financial responsibility and is of employee groups of a Participant is not encouiaged and appioval. F,rthet, after obtaining approval, any Partici day of the Plan Year following the adoption by the Bo.*d corporation as a Participant. Such municipal oorporation for a minimum of three (3) years upon entry. municipal corporation which is not located in the geogl County of Tompkins to become a Participant subject to Board, of such municipal corporation's financial responsi must agree to continue as a Participant for a minimum of Participant, and which is otherwise eligible for membersl entrv after a minimum of three (3) years has passed since shali be"subjestto the approval of two-thirds (213) of the r period may be waived by the approval of two'thirds Q/3) (including medical, surgical, and hospital) provided ur employees, retirees, and their dependents. Eaoh Partici "premium" contribution to the Plan(s) as a petcentage of t to the Plan(s), as is appropriate based on the nature of the 6. A municipal corporation that was previ a Participant, but is no longer a Such municipal corPoration (3) years upon entry. in the Consortium, ffi&Y aPPIY for re- was last a Participant. Such re-entry or contribution. Board. This re-en$ waiting if the entife Board. In order to'rd: inter the Consortium, a municipal corporation employer have satisfied in fullal1of its outstanding financial obligations to the Consortium' A icipal corporation must agrce to continue as a Participant for a minimum of three (3) years upon re-entry" B. P.lnncrP.lNT LrABtr rrY" 1. The Participants shall share in Sre costs of,assume the liabilities for benefits the Plan(s) to covered officers, shall pay on demand such Participant's share of any assessment or additional co in Section L(4) of this Agreement" The pro rafa share ion ordered by the Board, as set forth be based on the Participant's relative aggregate "premium" contribution New Participants (each a "New Participant") who enter the Consortium may b3J. 6u LrVrPArlJ \vgvu * . t-'l assessed a fee for additional financial costs atiove and bey]ond the premium contributions to the plan(s). Any such additional financial obligafions and anJ' related 19"": and conditions associated with membership in the Consortium shall be dgtermined by the Board, and shall be disclosed to the New Participant prior to its admission. {H1049320.11} 2 I 3. Each Participant shail be liable, on a pro rata basis, for any additional assessment Insurancerequired in the event the Consortium law as follows: ing falls below those levels required by the a. In the event the ium does not have admitted assets (as defined in Insurance Law $ 107) atleast eq to the aggregate of its liabilities, reserves and minimum surplus required by Insurance Law, the Board shall, within thirty (30) days, order an assessment (an "nt Order") for the amount that will provide sufficient funds to remove such impai and collect from each Participant a pro-rata share of such assessed amount. b" Each Particip_ant tfra! participated in the Consortium at any time during theffig (Zl year period prior to the ifsuing of an Assessment Order by the Board shall, if notified of such Assessment , pay its pro rata share of such assessment within ninety (90) days after the issuance of Assessment Order. This provision shall survive termination of the Agreement of wal of a Participant. c. Forpurposes of assessment shall be determined Section B(3), a Participant's pro-rata share of any applying ttle ratio of the total assessment to the total contributions or premium earned during the period covered by the assessrnent on ali Participants subject to the to the contribution or premium equivalent earned during such period attri le to suoh Participant. C. Bo,l.nt or Drnncrons. 1. The governing board of Consortium, responsible for managsment, control and administration of the Consortium and Plan(s), shall be referred to as the "Board of Directors" authoriq'.to vote on any offisial aetion taken by the Board (each a "Director"). Each Di , except the representative of the Labor-Management in writing by the governing body of the Participant.Advisory Committee, shall be 2. If a Director desisnated a Participaril cannot fulfill hislher obligations, for any reason, as set forth herein, and the desires to designate a new Director, it must notify its selectiorr of a new designee to represent the from the Consortium for their service and December 31 (the "Plan Year"). No Director may more than one Participant. No Director, or any me of a Director's immediate family shall be an owner, officer, director, partner, or employee of contractor or agency retained by the Consortium, including any third party contract 6" Except as otherwise provi in Section D of the Agreement, each Director shall be entitled to one vote. A maioriff of the ire Board, not simply those present, is required for the Board to take any official action.otherwise specified in this Agreement" The ooentire (the "Board"). The voting members of each Participant and one representative forth in Section C(11)), who shall have the Consortium's Chairperson in writing Participant as a Director. 3. Directors shail receive no shall serve a term from January 1 throus Board", as used herein and elsewhere in Directors when there are no vacancies. Board shafl be composed of one representative of the Labor-Management Advisory Committee (as set Agreement, shall mean the total number of aJ 4. 5. {H1049320.1 1} Board's meeting when its Director cannot attend. The altel discussions at the Board meeting and will, if s9 designated authorized to exercise the Participant's voting authority' authority shall be counted toward a quofl'lm' The Labor- an alternate Director as set forth in Section C(l1)' simple majority (more than half) of the entire Board' A con-duct any business. This quorl'Im requiremept is inde basis at a time and place within the State ofNew York det Board shall hold an annual meeting (the *Annual Meeting any two (2) Directors. Whenever practicable, the person c acted upon. In the event three (3) days notice cannot be notice as is practicable under the circumstancEs' 10. In the event tbat a special meeting is of any action which, in the opinion of the Chairperson, is behalf of the Consortium, the Chairperson may send prol number of written approvals, the Chairperson may act on such approvals. Any actions taken by the Ch4frperson pr obligations as all other Directors' The Labor-Manag in writing an altemate Director to attend the Board's RA -2t081 7"Each Participant may designate in writing alternate Director to attend the Director may particiPate in the in writing by the ParticiPa.nt, be y alternate Directors with voting Committee may designate 8. A majority of the Directors of ttie Board constitute a quonrm. A quorum is a is required for the Board to of the voting requirements set forth in Section C(6). The Board shall meet on a regular is, but not less than on a quarterlY nined by a vote of q" Board. The between October 3'o and October 15m of each Plan Year. g. Special meetings of the Board may be at any time by the ChairPerson or bY persons calling such special meeting shall give at least three (3) day notice to all of ttre other rs. Such notice shall set forth the time ird place of the special meeting as well as a detailed of the matters proposed to be each Director shall be given such due to the nature and/or urgency or advisable to be taken on regarding said actions via facsimile to each and all0f the Directors. Tho Directors y then fax their approval or disapproval of said actions to the Chairpersonl Upon pt by the Chairperson of the requisite of the Board in reliance uPon to-this paragraph fhall be ratffigd at the next scheduled meeting of the Board' 11. The Chafu of the Labor-Management Advi K) shall serve as a Director (the "Labor Representative") Committee (as defined in Section shall have the same rights and Advisory Committee may designate when the Chair cannot attend. The alternate Director may, if designated in'ryriting, be ized to exercise the Chair's voting authority. 2. For purposes of this Section D; each Direcfor shall receive votes as follows: D. WnrcnrnuVornvc. 1. Except as otherwise provided in this Agre$nent, any two or rnore Directors, acting jointly, may iequire a weightid vote on 1ny mattel[hat may come before the Board. In ,"-rrZ"""t,irr" rrotitrg pto""dot" set forth in this Section { shall apply in lieu of any other voting pru".d*., set forth ir tttir Agreement. Such weighted vo{ing procedures shall apply solely with iespect to the matter then before the Board' {H1049320.1 1}4 Enrollees shall be entitled to a n of votos equaling the total number of votes avaiiable under subsection (a)one (1), divided evenly by the number of a. each Director Enrollees shall be entitled to b. each Director Participants eligible under this number. FT_2 ing a Participant with five hundred (500) or fewer l) vote. a Participant with more than five hundred (500) bsection (b) and rounded down to the nearest whole "2" of this Section. c. the Labor Rep ive shall be entitled to one (1) vote. 3. Afiached as Addendum "" to this Agreement is an example of the application of the voting formula contained in 4" Notwithstandins to the conhqry contained in this Agreement, any action taken pursuant to this Section D shall ofvotes, ifall votes had been cast. E. Acrrons By rHE Bo.rnn. ire the app4oval of two-thirds (2/3) of the total number Subject to the voting and quorum req set fo4th in this Agreement, the Board is authorized and/or required to take action the following matters: f the officers of the Consortium. place of regular Board meetings. To approve an annual for the Cqnsortium, which Shall be prepared and approved prior to October 15ft of each to be paid by'each Participant for each , and determine the annual premium equivalent rates classification in the Plan on the basis of a community rating methodology filed and approvpd by the Superintendent. 4.To audit receipts and di independent audits, and periodic financ 5. To establish a joint fund or to finance all Consortium expenditures, including claims, reserves, surplus,stop-loss insurance and other expenses. 6" To select and approve the fits provided by the Plan(s) including the plan document(s), insurance certificate(s),summary plan description(s), a copy of the plan(s) effective on the date of this Agreement is by reference into this Agreement. 7. To annually select a plan Year, prior to October l't of each year. sultant (the "Plan Consultant") for the upcoming plan 1. 2. a To fill any vacancy in any To fix the frequency, time sements of the Consortium and provide for and operatiqnal reports to Participants. 8. To review consider and ac Consultant. 9. To establish administrative Consortium consistent with all applicable {Hr049320.r1\ on any recommendations made by the Plan idelines fqr the efficient operation of the plan. 10. To establish financial ions for thq entry of new Participants into the requirements and this Agreement. 1 1. To contract with third parties, which may in{lude one or more Particrpants, for the fumishing of all goods and services reasonably needed T t+" efficient operation and administration ofthe Consortium, including, w[thout limita]tion, accounting services, legal counsel, contract administration services, consulting servicfs, purchase of insurancel and immedi# family shall be an owner, offrcer, director, partrler or employee.gf 9V contract administrator retained by the Consortium; and (d) all such {Breements shall otherwise comply with the requirements of Section 92-a(6) of the General Mr[nicipal Law' actuarial services. Provided, however (a) the clrarges, fees and other compensation for any contracted services shall be clearly stated in wilitten adminiltrative services contracts, as required in Section 92-a(6)of the General ivtunlcipat L.aw; 9) payrnient for contracted services shall be made only aftersuch services are rendered; (c) no Director or any mlmber of such Dir, ector's the Consortium and determine each stop- loss insurance coverage during ihe next Plan Year, as required by Section 470V of t}lrel Law. 13. To determine and notifu each Participant to October 15ft of each Plan Year durine the next Plan Year 12. To purchase stop-loss insurance on behalf vear the insurance carrier or carriers who are to provide t of the monthly premium equivalent for each enrollee commencing the following January 1". 14. To designate the banks or trust oomparues which joint funds, including reserve state, duly chartered under federalfunds, are to be deposited and which shall be located in it Insurance Corporation, or anylaw or the laws of this state and insured by the Federal successor thereto. 15. To designate annually a treasuror (the "T ") who may or may not be a Director and who shall be the treasurer, or equivalent ial officer. for one of the Participants. The Treasurer's duties shall be de[ermined by he/she will report. custody ofall reports, staternents and16. To designate .an Officer'or Director to ret other documents of the Consortium and take minutes of Board meeting which shall be acted on by the Board at a subsequent meeting. 17 " To choose the certified public abcountant required by this Agreement and any applicabld law' the actuary to provide the rePorts 18. To designate an attorney-in-facf to receive or other legal process in anY action, suit or proceeding arising out ofany contract,nt or transaction involving the Consortium. The Board designates John G. Powers, Esq' fact" the Consortium's initial attomey-in- the Chief Fiscal Officer to whom D. To take all necessary action to onsure that Certificate of Authority in accordance with thb Insurance 20. To take all necessarY administered in accordance with the action to ensure the um is operated and law of tho State ofN York. 21" To take any other action authorized by law the purposes of this Agreement. F. Exncurrvg Conanurrnn' Consortium obtains and maintains a {H1049320. I I } deemed necessary to accomPlish 10 1. The Executive of the Consortium shall consist of the Chairperson, the Vice-Chairperson, and the Chief Fiscal of the Consortium. 2. The Executive may meet at anytime between meetings of the Board, at the discretion of the Chairperson. the Board. Executive Committee shall make recornmendations to 3" The Executive Committep shall manage the Consortium between meetings ofthe subject to such approval by the FNoard as may be required by this Agreement. Orrrcnns. l. At the Annual Meeting, Vice Chairperson, Chief Fiscal Officer, or until their successors are elected and filled at the next meeting of the Board. Board shdll elect from its Directors a Chairperson, 2" Officers of the Consorti and employees of any third parry vendor, including without limitation the officers and empl of any Participant, who assist or participate in the operation of the Consortium, shall not deemed employees of the Consortium. Each third parfy vendor shall provide for all services and materials pursuant to annual contracts with the Consortium. The officers of Consortium shall serve without compensation from the Consortium, but may be reimbursed for ble out-of-pocket expenses incurred in connection with the performance of officers' duties. 3. Officers shall serve at the easure of the Board and may be removed or replaced upon a two-thirds Ql3) vote of the entire This provision shall not be subject to the weighted voting altemative set forth in H. Cu.lrnpnnsox: Vrcn The Chairperson shall be chief executive officer of the Consortium. The Chairperson, or in absence of the Chairperson, the Vice Chairperson, shall preside at all meetings of the Board Secretary, who shall derve for a term of one (l) year ified. At'ry vacancy in an officer's position shall be Board, G. I. .) 3. In the absence ofthe related to that office. Pr,,lN Aounrrrsrnaton. The Board,by atwo-thirds (213) vote of administrator and,/or insurance company the Vice Chairperson shall perform all duties entire Board, may annually designate an the Plan (the "Flan Administrator") and the other provider(s) who are deemed by the to be qualified to receive, investigate, and recommend the charges, fees and other compensation for anyor make payment of claims, provided contracted services shall be clearlv stated written administrative services and/or insurance contracts and payment for such services shall be made only after such services are rendered or are reasonably expected to requirements of Section 92-a(6) ofthe J. Cnrrr Frscar, Orrrcnn. rendered. All such contracts shall conform to the {H104e320.1r } Municipal Law. 1. The Chief Fiscal Officer shall act as ttre financial administrator of the shal bL a fiscal officer of a Participant. The Chief Fiscal shall receive no remuneration from the Consortium. The Plan shall reimbursB the Partici that empioys the Chief Fiscal Officer for reasonable and necessary out-of-pocket ex incurred by the Chief Fiscal Officer Consortium and disbursing agent for all paymonts made custody of all monies either received or expended by the in connection with the performance of his or her duties 2. All monies collected by the Chi'ef Fiscal be maintained and administered as a common lund' The notwithstanding the provisions of the General Municipal procedures developed by the Board and as deemed 3. The Chief Fiscal Officer shall be bonded the Consortium, and shall have ium. The Chief Fiscal Officer relate to the Consortium. relating to the Consortium, shall Fiscal Offrcer shall, , make payment in accordance with le to the Superintendent. all monies received from the annually by the Consortium in such Consortium's reserve firnds separate accounting shall show: the sale of investnents of the Plan's of each payment from the reserve balance and schedule of and shall fumish to the Board, the exclusive bargaining the Superintendent: Participants. The amount of such bond shall bo established monies and principal amount as may be requirpd by the Su connection with the Consortium shall be deposited in Participant which regularly employs the Chief Fiscal provisions of law governing the deposit of mupicipal expenditure in the types of investments specified in the investments or as otherwise expressly permitted by the 6. The Chief Fiscal Officer shall account for and apart from all other funds of the Consortiqm, and suc c. capital reserve funds; gains or losses rpsulting d. the order, pulpose: date and fund; and e. the assets of the fund, ihdicating investments. 7. The Chief Fiscal Officer shall cause to be to participating municipal eorporations, to unlons which accountant, of the financial condition, accounting of the municipal cooperative health bqneflrt plan; 4. All monies collected from the Participants the Chief Fiscal Officer in with the policies of the and shall be subject to the 5. The Chief Fiscal Officer may invest not required for immediate Municipal Law for temPorary m. the purpose, source.i date and of each sum paid into the fund; b. the interest eamed bY such funds; representatives of Enrollees, the Board's consultants, and an annual audit, and oPinions by an independent certified public {H1049320.11} and internal control sYstems b. an annual report {nd quarterly reports describing the Consortium's current financial status; and c" an annual indepe$dent actuarial opinion on the financial soundness of the Consortium, including. the actua{ial soundne$s of contribution or premium equivalent rates and reserves, both as paid iir the current Plan Year and projected for the^next plan Year" Within ninety (90) days r the end of each Plan Year, the Chief Fiscal Officer K.Laron-M,c.NAGEMENT Anvrso Y COIVIIVIITTEE. L There shall be a Labor- shall furnish to the Board a detailed reserve funds. Management Members, an individual w of the operations and condition of the Consortium's tAdvisory Committee (the "Advisory Committee"), which shall consist of (a) the exclusive collective bargaining by the Plan(s) (the "Union Members");(b) a reprpsentative of each Participant (the "Management Members").Members may, but are not required to be, Directors. 2. The Advisory Committee I review all prospective Board actions in connection with the benefit structure and desisn of Plan(s), and shall develop findings and recommendations with respect to such report such findings and recommendati The Chair of the Advisory Committee shall to the Boarrd at any regular or special meeting of the tsoard. The Committee'sfindings will be to the Board in a timely manner, forconsideration by the Board, in C o oper ativ e A. gr e e ment. with the tineline described in the Municipal 3. The Advisory Committee I select (p) from among the Union Members, an individual who shall serve as Chair of representative of each collective bargaining unit that is :ntative of any Enrollee or group of Enrollees covered Advisory Committee; and (b) from among the shall serve as Vice Chair of the Advisory Committee. used for the development of the premium equivalent 'the approval of two-thirds (213) of the entire Board, The Advisory Committee shall establish own parli4merfiary rules and procedures. 4. Each eligible union shall lish such procedures by which its representative to the Advisory Committee is chosen and representative shall be designated in writing to the Chairperson of the Board and the Chair o the Advisory Committee. L. Pnnnrruivr C,c.Lcul,{rroNsi?A 1. The annual premium equi lent rates shall be established and approved by a majority of the entire Board. The rates may be changed from time to time subject to review and approval by the S rintendent. The premium equivalent rates shall consist ofsuch rates and catesories of as is se{ forth in the Plan[s] that is determined and approved by the Board consistent with N York law. in reserved and stop-loss insurance to the level and directed !y the Superintendent. 2. The Consortium shall extent required by the Insurance Law {H1049320.1 I ) -2la8l 3. Each Participant's monthly premium equiv be paid by the first day of each calendar month auline l|; by enrollee classification, shall Year" A late PaYment charge of o"" p"t"."t (1%) of the monthly installment t{en au; witl charged by the Board for anY payment not received by th9 first of.each month' :1ry-business day when the first falls on a but*auy, Sunday, legai holiday or day observed as a legal liday by the ParticiPants. The Consortium may waive the first penalty once Plan Year for each ParticiPant, but to make timelY PaYments, including justification for the exPulsion 4. The Board shall assess Participants for contributions, if actual and , and reserve and surPlus in Section B(3) above. amounts in excess of reserves and as an offset to amounts Projected will strictly enforce the penalty thereafter' A ropeated fai any applicable penalties, fl&Y be used by the Board as an of the Participant from the Consortiirm' anticipated losses due to benefits paid out, adrninistrative requiiements exceed the amount in the joint fi4nds' as set 5. The Board, in its sole discretiorl' may re strrplus, or retain such excess amounts and apply these to be paid under the next Plan Year's budget' M. EvrPr,oYgn CoxrnmurroNs" If any Participant requires an Enrollee-9 contributionjol bfnefits nrovided by the Consortium' the Participant shall coilect such contributions u1t":h tim{ and in sueh amounts as it requires' However, the failure of a Participant to receive the Enrgll{e contribution on time shall not diminish or delay the payment oittt" Participdnt's month{ premium equivalent to the Consortium, as set forth in this Agreement" N. Annrrroxu,Bnxnrrrs. or enrollment eligibilitY other xpense. This Agreement shall not be rr enrollment eligibility, the additional [ot later than one-hundred twenty (120) r report with the SuPerintendent ium, including an annual independent he Board shall have PrePared a ial soundness of the Plan, including the Any'Partiiipant choosing to provide more benefits' covel tnan tnat prlvided undeithe Plan(s), will do so at its sole deemed to aimnistr such Participant's benefitp, coverages benefits and the payment for such additional benefits'not be part of the Plan(s) and shall be administered sollty uy ?trtd atthe expense of the Particinaft. O. RrrontrNc. The Board, through its offrcers, agents, or delegatees, shafl ensure that the follow reports are prepared and submitted: 1" Annually after the close of the Plan Year' days after the close of the Plan Year, t:"Boqd- shall file showing the financial condition and affairs of the conso financiil audit statement and independent actuarial opini n, as of the end of the Preceding Plan year. 2" Annually after the close of the Plan Year' I statement and independent actuarial opinion on the finanf {Hro4e32o.r1} 10 contribution or premium equivalent projected for the next Pian Year. 3. The Board shall file then current financial status within year. FT- and reservQs, both as paid in the current Plan year and s with the Superintendent describing the Consortium,s five (45) days of the end of each quarter during the plan repo forty 4. The Board shall provide e annual report to all Participants and all unions, which madeare the exclusive collective bargaining r presentatives of Enrollees, which shall be available for review to all Enrollees. 5. The Board shall submit td the Superintendent a report describing any material changes in any information originally pr$vided i" ttte Certificate of Authority. iurft reports, in addition to the reports described above,be in such form, and containing such additional content, as may be required by the Su P. Wrrgonawnr, orpanrrcrpANT 1. Withdrawal of a partici from the Consortium shall be effective onlv once annually on the last day of the plan year 2. Notice of intention of a Chairperson prior to October 3'd of each automatically extend the Participant's ip and obligations under the Agreement for another Plan Year, unless the Board shal vote. consent to 4n earlier withdrawal by a two-thirds (2/3) 3- Any withdrawin^g Partlcip{nt shait be responsible for its pro rata share of any plan deficit that exists on the date of the withdfawal, subject io the provisions of subsecti on,,4,, of this Section. The withdrawing Participant shafl be entitlld to any pro rata share of surplus that exists on the date of the withdrawal, subject to th. provisions of subsecti orr" ".of this Section. The Consortium swplus or deficit shall be baded on the surn of actual expenses and the estimated liability of the Consortium as determined by the Board. These expenses and liabilities will be determined one (1) year after the end of t{re Plan Year in which *ri narticipant last participated. 4- The surplus or deficit shail]include recognition and offset of any ciaims, expenses, assets and./or penalties incurred at the tims of withdrawal, but not yet paid. Such pro rata slare shall be based on the Participant's relative premium contribution to thi Consortium as a percentage of the aggregate premium con{ibutions to the Consortium during the period of participation. This percentage amount maJ' then be applied to the surplus orteficit which existed on the date of the Participant's withdrawaf from the Consortium. Any pro rata surplus amount due the Participant shall be paid to the Parfticipant one year after the effective date of the withdrawal" Any pro rata deficit amount sfrall be billed to the Participant by the Consortium one year after the effective date of the withdrafval and shall be due and payable within thirty (30) days after the date of such bill. a. DrssolurroN; RENEwAT,; Exrur,[rox. 1 . The Board at arry time, by { t*o-thira s Ql3) vote of the entire Board, may determine that the Consortium shall be didsolved and terminated. If such determinationls made, the Consortium shall be dissolved ninety (pO; days after written notice to the participants. {H104e320.11} 1 1 cipant withdraw must be given in writing to the m Year. Failure to give such notice shall the Superintendent for approval a plan fo1 wind orderly manner designed to result in tinoely pay Participant until all Consortium benefits and other satisfied. The Consortium's surplus or deficit shal expenses will be determined oile year ater the end Ajreement or the Consortium terminatps' each Participant's relative premium corntribution to aggregate piemium contributions to tho l.lan furin Agreement, or any amendments or restatements thereto' nfrfr (Str) anniversary of the Effective Date and on each (each a "Review Date"). -2la8l Upon determination to dissolve the um, the Board shall Provide notice of its determination to the Superintendent'Board shall develoP and submit to the Consortium's affairs in an of all benefrts. shall be responsible for its pro rata sharre of any de or the Consortium, each Participant :it or shall be entitled to any pro ratab. Upon termination of this share of surplus that exists, after the affairs of the ium are closed. No Part of anY funds of the-Consortium shall be subjeot to the clai of, general creditors of anY ium obligations have been be based on actual expenses. these the Plan Year in which this c. Any surplus or deficit shall include of any claims/exPenses incurred at the time of termination, but not yet pai Such pro rata share shall be based on Plan as a percentage of the the period of particiPation. This pii".tttugt amount would then be applied to the or deficit which exists at the time of termination. 2.The continuation of the Consoritium under terms and conditions of the be subject to Board review on the (5th) anniversary date thereafter a. At the annual meeting a Year Prior the Review Date, the Board shall include as an agenda item a reminder of the Partici terms and conditions of the Agreement" ' coming obligation to review thtl b, During the calendar yedr preceding the Review bate, each ParticiPant review of the terms and conditions of a written resolution containing any proposed modification or Board on or before March 1*tpreceding the Revi resolution shall be submitted to the Date. Failwe to submit anY such resolution shall be deemed as each Participant's and authori zatian to the continuation of the Consortium until the next Revi w Date under the existing terms and conditions of the Agreement. c" As soon as Practicable after March ls. the Board shall circulate to all Participants copies of all resolutions submitted by Participants. Subject to Section S hereof, any resolutions relating to the modi amendment, or objection to the Agreement submiued prior to each Review Date be considered and voted on bY the Such special meeting shall be d. Notwithstanding the foregoing or S hereof, if at the Annual Meeting following any scheduled Review Date Board votes on and aPProves the shall be responsible for independently conducting the Agreernent and submitting to the Board of Dit any objection to the existing terms and conditions amendment to the existing Agreementi such writt( Participants at a special meeting called for such held on or before July l't preceding the Review budget-and *trrrul asJessment for the hext year, ttJe Participants [H1049320.11]t2 shall be deemed to have: approved the continuation of the Review Date. of seventy-five percent (75%) ot sixty (60) days to correct or cure Upon the expiration of said sixty Board may expel the Participant the Participants (exclusive of the warrants to each of the other Parti ium under the existing Agreement until the next that it may be3. The Participants circumstances to expel a Participant thzrt: necessary in certain exhaordinary In the event the Board determinesthe Consortium. a. . a Participanthas {cted inconsibtently with the provisions of the Agreementin a way that t}reatens the financ[al well-beiag or legal validifu of the Consortium; or b. a Participant has cted fraudulently or has otherwise acted in bad faith with regards to the Consortium.r toward any individual Participant cpncerning matters relating to the Consortium, the B ard may vote to conditionaliy terminate said cnsortium. Upon such a finding by the affirmative voteParticipant's membership in the Participeints, the offending Participant shall be given alleged ryrongdoing to the satisfaction of the Board. 60) day period, an absent satisfactory cure, to the an affirmative vote of seventy-five percent (75%) ot rticipant Under consideration). This section shall not Each and r be subject to the weighted voting vision provided in Section D.Any liabilities associated with the Participant's be determined by the procedures frofn the Consortium under this provision shall forth in Section P of this Asreement. R RnrnnsrNTATroNS lxl W OFPARTICIPANTS. Participant by its approval of the and conditions of this Agreement hereby represents as follows: 1. The Participant and acknowledges that its participation in the of this Agreempnt,is strictly voluntary and may beConsortium under the terms and condi_ ' .ll ternrinated as set forth herein. at the di ion of the Participant. 2. The Participant and acknowledges that the duly authorized decisions of the Board constitute the collective wil the scope of the Agreement. of each of the Participants as to those matters within 3. The Participant and aoknowledges that the decisions of the Board made in the best interests of the Consorti more of the individual Participants. may on occasion temporarily disadvantage one or 4" The Participant represents representative understands the terms and wanants that its designated Director or authorized onditions of this Agreement and is suitably experienced to understand the principles which this Consortium operates. 5. The Participant and acknowledges that all Directors, or their auth.oized representatives, are responsi for attending all scheduled meetings. Provided that the quorum rules are satisfied,at any scheduled meeting is deemed acquiescence by the absent Parficipant to any duly ized Board-approved action at the meeting. However, a Participant that was absent from a meeti will not be presumed to have acquiesced in a particular action taken at the meeting if,in fifteen (15) calendar days after leaming of such action, the .L'articipant delivers written nc t {H1049320.1 I } ce to the Chairperson that it dissents from such action. The Participant shall also notiff the other members of the chairperson shall direct the secretary to file thp notice wi 6. The Participant understands and Participant,s vote approving any Board action renders that challenge by that ParticiPant. chairperson and chief Fiscal officer. The consortium sh than tirirty (30) days after its receipt thereof, and shall incl Any change or amendment to this Agreement shall require Participants, as authorizedby their respective legislative br Rrcorus. The Board shall have the custody of all records and including financial records, associated with the operation of the consortium" Each Par documents relative to their participation in the Consortium ipant may request records and providing a written request to the I respond to each request no later all information which can be provided under aPPlicable law. T. CnlNcrsroAGREEMENT. of such dissent. The the minutes of the Board. that, absent bad faith or fraud, anY action immune from later the unanimous approval of the waive any right that a covered person of medical records and that such CoxrmrxTrAlrrY. Nothing contained in this Agreemenl shall be ponstrued to porr.rt-"t under the Plan with respect to the confidentialiq V. iigttr will only be waived upon the written consent of covered person. Ar.rnnnarrvr DTsPUTE REsoLUTIoN (trADR"). 1. General. The Participants acknowledge agree that give; their budgeting and fiscal constraints, it is imperative that any disputes arising of the operation of the Consortium as quickly as possible.be limited and that any disputes which may arise be forth in this Section V are intended to . The Participants also Participant is limiting its right to ided. Participant arising out of or the Board, the Board's designated or any Participant has failed to adhere to the terms and conditions of this b. the Board, the Board's rilesignated bad faith or fraudulently in undertaking any duty or any Participant has acted in action under the Agreement; or c. any other dispute otherwise arising of or relatins to the terms or conditions of this Agreement or requiring the i ion of this Agreement shall be resolved exclusively through the ADR procedure Accordingly, the Participants agree that the procedures be the exClusive means through which disputos shall be acknowledge and agree that by executing this Agreement seek redress for certain 6/pes of disputes as hereinafter pr 2. Disputes sub-iect to ADR. Any dispute by relating to a contention that: {H1049320.1 1 ) forth in paragraph (3) below. 3. ADR Procedure. Any di subject to ADR, as described in subparagraph (2), shall be resolved exclusively bv the fi ng procedure: a.Co dispute, the objecting parfy (the to the Chairyerson specifying in have been involved, the specific il the nature of the dispute, the parties claimed to Participant's objection, the speci clairned, the basis under the Agreement for the objectionable conduct to the resolution of the dispute. A di shall be dbemed to have occurred on the date the objecting party knew or y should have known of the basis for the dispute. within qn: Within ninety (90) days of the occurrence of any Claimant") shall submit a written notice of the dispute c qiury or damages claimed to have been caused by the rt then ascertainable, and the requested action or form a recofirmendation and if so, recommend a parby shall provide the with any reasonably requested information within such party's control. The ive Committee shall present its recommendation to the Board in writing, upon which it is based, (i0 Within (60) days of the submission of the Executive resolution of the dispute, the Board shali convene in a the dispute and the recommended resolution" The Committee shall each be entitled to present any Committee's special meeting to argument or material it Executive Committee Claimant, collect such Claimant and the Executi shall hold discussion and/ The Board's determinati (60) days of the submission of the written notice, the as nscessary, request further information from the information from any other interested party or source, to whether the Claimant has a valid objection or claim, resolution of said claim" During such period, each uding any underlying facts, conclusions or support Lin such six,ty (60) day period. m pertinent to the matter before the Board. The Board debate as appropriate on the dispute and may set forth in Section D shall not apply to this provision. shall be deerned final subject to the Claimant's right to question the Claimant or the Execrrrtive Committep on.their respective strbntissions. Pursuant to i regular procedures, the Board shall vote on whether the Claimant has a valid im, and if so, what the fair resolution should be. The weighted voting arbitrate as set forth b. Arbitration. The may challenge any Board decision under subparagraph (V)(3)(a)(ii) by fili a demand for arbitration with the American Arbihation As sociation within (30) days ofthe Board's vote (a "Demand"). In the event a Claimant shall fail to file Demand within thirry (30) days, the Board's decision shail automatrcally be deemed fi timely Demand, the arbitrator or and conclusive. In the event the Participant files a itration panel may consider the claim: provided however; (i) in no event the arbitrator review any action taken by the Board that occurred three 3) or more )lears prior to when the Chairperson received notice of the clai (ii) in no event the arbitrator award damages for any period that precedes the date the {H1049320.rr} twenty-four (24) months. 15 receirved notice of the claim by more than RA w. c. The ParticiPants agree that the set forth in this Section V shall constitute their exclusive remedy for disputes wi Mrscrr,r,.LNEous Pnovrsroxs. the scope of this Section. 1. This instrument constitutes the entire of the ParticiPants with resPect to the subject matter hereof, and contains the sole of the operating rules of the 3"'":"ilffi:'tirfrt]rt*"nt supersedes any qte"ious Ag{eement' whether oral or written' &1H:;1H".,i'i; ft;;;i;'ul 1'.. 11a "rg,1flshau not be invaridated or rendered i[egat or unenforcJi;;;;,h;*ir" affected by such nofOins or adjudication' 4. This Agreement shall be governed by an! po3:ty:.U in a1o-1d111ewith the laws of the State of New YIrk. Any claims *-ud. undgr S.-tli+ V(3Xb) except to the extent otherwise limited therein, shall be governed by New Yo$ substantive law' 5. A11 notices to any party hereunder shall in writing, signed by the parfy giving or certified mail, retum receiPt it, shall be sufficiently given or served if sent by regi requested, hand delivery, 9t ov.gtettJ joy""1 t:T]:",to the parties at the address alrig"ut"i by each party inwriting' Notice shall be given when transmitted. rnore counterparts each of whi-c-h - , stitute the same Agreement and shall Agreement. 3" If any article, section, subdivision,_paragraph, sentence, clause, Phrase, provision or portion of this Agreement shall for *y r.urorr-u" h"ta fr adjudged to be invalid or illegal or trnenforceable by any court of competeni juripdiction' sucfr article' section' subdivision' paragraph, sentence, clause, phrase, provision or portion {o adjudged invalid, illegal or unenforceable shall be deemed separate' Jittin"t alld indepeid:."t*9'h" t1ffT1t:-"-*:-^^ shallbedeemedtobeanoriginalbutallofrdlrichshall become binding upon the undersigned upon dellv9V to this Agreement together with a certified copy of the this Alreement and authorizing its execution' 7 . The provisions of Section V shall survive withdrawal or expuision of a Participant, and/or dissolut Chairperson ofan executed coPY of ion of the legislative body approving termination of this Agreement, of the Consortium. are included for reference onlY8. Article and section headings ln this and shall not constitute part of this Agreement' X. Appnov.q'r-, Rl'tmIclrroN, AND ExECUTToN' 1. As a condition precedent to execution ofttiis Municipal coopelltive Agreement and membership in the Consortium, each ellgible municinal corporation desiring to be participant shalr obtain legisrative apprwal Jrtrr" terms and conditions of this Agreement by the municipality' s governing bodY' z. prior to execution of this Agreement uy a farticipant, the Participant shall provide the Chairperson with the resolution apprivihg the muni{ipatity's particlnaJion in this consortium *a ."pr.rrlf upprouirrg til" t.it"'r ana con{iiions of this Municipal cooperative {Hro4932o,r 1} L6 Agreement. Each presented resolution Asreement. 3. By executing this with the approval and ratification bind the participating municipal {H1049320.11} be attaghed to and considered a paxt of this each sigr{atory warrants that he/she has complied ents here[n and is otherwise properly authorized to to the tprms and conditions of this Agreement. ature Pageq Followl IN WITNESS WHEREOF, the undersigned has By: By: as of the day and year first above written' CrrvorIrruc.L Mayor CouNrv or TovrPxnvs Chair of the CountY Legislature Towx or CAnor,nln By: Town Supervisor TowNorD.lr.rnY Town Supervisor TowN orUr.Yssrs By: Town Supervisor Vn r,a,cn or C.lYuclllBrcnrs By: Mayor Vrr,r,,c.cn on Tnulr.c.NSBURG By: Mayor By: {H1049320.r 1} this Agreement to be executed onENrmr,p Supervisor or GnoroN Supervisor or Irmcl Supervisor wN oF DnvonN Supervisor TLLAGE or GnoroN ILLAGE or DnvlrBx Mayor By: Example of W If 10 Participants have 500 or fewer enrollees each, under subparagraph ..a" large Participants get 4 votes each, whi subparagraph "a" [10] subtacting l, di subsection 'ob" V1, and rounding the rer Labor Representative shall have 1 vote. {Hr049320.11} Voting Formula under Section D(2) llees each and? Participants have more than 500 e 10 each get 1 vote" Under subparagraph..b,, the 2 is calculated by taking the total number of votes und^er ing by the number of eligible participants under t [4.5] doram to the nearest whole number [a]. The ive of the votes available to the Participants.