HomeMy WebLinkAboutMunicipal Cooperation Agreement DRAFT 7-20-2010.PDFMUNICIPAL COOPERATION AGREEMENT
THIS AGREEMENT (the "Agreement") made effective as of 1" day of January 2010
(the "Effective Date"), by and among each of the signatory municipal corporations hereto
(collectively, the "Participants").
WHEREAS:
1. Article 5-G of the New York General Municipal Law (the "General Municipal
Law") authorizes municipal corporations to enter into qooperative agreements for the
performance of those flunctions or activities in which t 1ey could engage individually;
Z. Sections 92-a and 119-o of the General Municipal Law authorize municipalities to
purchLase a single health insurance policy, enter into group health plans, and establish a joint
body to administer a health plan;
3. Article 47 of the New York Insurance Law (the "Insurance Law"), and the rules
and regulations of the New York State Superintendent of Insurance (the "Superintendent") set
forth certain requirements for governing self-insured municipal cooperative health insurance
plans;
4. Section 4702(t) of the Insurance Law defines the term "municipal corporation" to
include a county, city, town, village, school district, board of cooperative educational services,
public library (as defined in Section 253 of the New York State Education Law) and district (as
defined in Section 119-n of the General Municipal Law); and
5. The Participants have determined to thoir individual satisfaction that furnishing
the health benefits (including, but not limited to, medipal, surgical, hospital, prescription drug,
dental, and/or vision) for their eligible offrcers, eligible employees (as defined by the Internal
Revenue Code of 1986, a.s amended, and the Internal Revenue Service rules and regulations),
eligible retirees, and the eligible dependents of eligiblg officers, employees and retirees
(collectively, the "Enrollees") (such definition does ndt include independent contractors and/or
consultants) through a municipal cooperative is in their best interests as it is more cost- effective
and officient. Eligibility requirements shall be determlned by each Participant's collective
bargaining agreements andlor their personnel policies and procedures.
NOW, THEREI'ORE, the parties agree as
A. PARTICIPANTS.
follows:
1. The Participants hereby designate them,selves under this Agreement as the Greater
Tompkins County Municipal Health inrurun". Consortium (the "Consortium") for the purpose of
prouidi.rg health-benefits (medical, surgical, hospital, prescription drug, dental, and/or vision) to
those Enrollees that each Participant individually elecfs to include in the Greater Tompkins
County Municipal Health Insurance Consortium Medical Plan(s) (the "Plan(s)").
Z. The following Participants shall compriise the initial membership of the
Colsortium (a) County of Tompkins; (b) City of Ithaoa; (c) Town of Enfield; (d) Town of
Caroline; (e) Town oflthaca; (f) Town of Danby; (g) Town of Dryden; (h) Town of Ulysses; (i)
Village of Cayuga Heigtrts; (j) Village of Groton; (k) Village of Dryden; (l) Village of
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Trumansburg; (m) Town of Groton. Membership in the Consortium may be offered to any
municipal corporation within the geographical boundaqies of the County of Tompkins; provided
however, in the sole discretion of the Board (as defined below), the applicant provides
satisfirctory proof of its financial responsibility and is of the same type of municipal corporation
as the initial Participants. Notwithstanding anything tq contrary set forth in this Agreement,
admission of new Participants shall not require amendment of this Section A(2)' Membership
shall lbe subject to the terrns and conditions set forth in this Agreement, any amendments hereto
and qpplicable law.
3. Participation in the Plan(s) by some, but not all, collective bargaining units or
empl<lyee groups of a Participant is not encouraged antil shall not be permitted absent prior Board
approval. Further, after obtaining approval, any Participant which negotiates an alternative
friatttr insurance plan offe,ring other than the plan offeiings of the Consortium with a collective
bargaining unit oi employee group may be subject to a risk charge as determined by the Board.
4. Initial membership of additional participants shall become effective on the first
day of the Plan Year following the adoption by the Board of the resolution to accept a municipal
coipgration as a Participant. Such municipal corporation must agree to continue as a Participant
for a minimum of three (i|) years upon entry.
5. The Board, by a two-thirds (2/3) vote of the entire Board, may elect to permit a
municipal corporation which is not located in the geographical or political boundaries of the
CounLty of Tompkins to become a Participant subject to satisfactory proof, as determined by the
Board, of such municipal corporation's financial responsibility. Such municipal corporation
must agree to continue as a Participant for a minimum of three (3) years upon entry.
6. A municipal corporation that was previously a Participant, but is no longer a
partioipant, and which ii otherwise eligible for membqrship in the Consortium, may apply for re-
entry after a minimum of'three (3) years has passed since it was last a Participant. Such re-entry
shail be subject to the approval of twothird s (213) of the entire Board. This re-entry waiting
peric,d *uyb" waived Uy ttre approval of two-thirds (ll3) of the entire Board. In order to re-
bnter the ionsortium, a rnunicipal corporation employer must have satisfied in full all of its
outstanding financial obligations to the Consortium. A municipal corporation must agree to
continue as a Participant for a minimum of three (3) years upon re-entry.
B. PINTTCTPANTLIABILITY.
1. The Farticipants shall share in the costs of, and assume the liabilities for benefits
(including medical, surgiial, and hospital) provided under the Plan(s) to covered officers,
emptoyeJs, retireeso and their dependents. Each PartiOipant shall pay on demand such
participant s share of any assessment or additional cofltribution ordered by the Board, as set forth
in Section L(4) of this Agreement. The pro rata share shall be based on the Participant's relative
"premium" contribution io the Plan(s) as a percentagd of the aggregate "premium" contribution
to tfre Plan(s), as is appropriate based on the nature oflthe assessment or contribution.
2. New Participants (each a "New Participant") who enter the Consortium may be
assessed a fee for additional financial costs above and beyond the premium contributions to the
plan(s). Any such additional financial obligations anS any related terms and conditions
associated with membership in the Consortium shall be determined by the Board, and shall be
disclosed to the New Participant prior to its admissiorn.
[H1049320.1i]
3. Each Partic;ipant shall be liable, on a pro rata basis, for any additional assessment
required in the event the Consortium funding falls below those levels required by the Insurance
law as follows:
a. In the event the Consortium doeF not have admitted assets (as defined in
Insurance Law $ 107) atleast equal to the aggrqgate ofits liabilities, reserves and
minimum surplus r:equired by the Insurance Law, the Board shall, within thirty (30) days,
order an assessment (an "Assessment Order") for the amount that will provide sufficient
funds to remove such impairment and collect from each Participant apro'rata share of
such assessed amount.
b. Each Participant that participated in the Consoftium at any time during the
two (2) year periorl prior to the issuing of an Assessment Order by the Board shall, if
notified of such Assessment Order, pay its pro rata share of such assessment within ninety
(90) days after the issuance of such Assessment Order. This provision shall survive
termination of the Agreement of withdrawal of a Participant.
c. For purposes of this Section B(l), a Participant's pro-rata share of any
assessment shall be determined by applying thq ratio of the total assessment to the total
contributions or premium equivalents earned drlring the period covered by the assessment
on all Participants subject to the assessment to the contribution or premium equivalent
earned during such period attributable to such Participant'
C. BO,q.NO OF DIRECTORS.
1. The goverrring board of the Consortium; responsible for management, control and
administration of the Corrsodium and the Plan(s), shall be referred to as the "Board of Directors"
(the "Board"). The voting members of the Board shallbe composed of one representative of
each Participant and representatives of the Joint Comrlittee on Plan Structure and Design (as set
forth in Seciion C(11)), v,'ho shall have the authority t{ vote on any official action taken by the
Board (each a "Director"). Each Director, except the rlepresentatives of the Committee on Plan
Structure and Design, shall be designated in writing b1'the governing body of the Participant'
2. If a Direct,cr designated by a Participanf cannot fulfill his/her obligations, for any
reason, as set forth herein, and the Participant desires fo designate a new Director, it must notify
the Consortium's Chairperson in writing of its selectiotr of a new designee to represent the
Participant as a Director.
3. Directors shall receive no remuneratiorl from the Consortium for their service and
shall serve a term from January 1 through December 31 (the "Plan Year").
4. No Director may represent more than ohe Participant.
5. No Directpr, or any member of a Director's immediate family shall be an owner,
officer, director, partner, or employee of any contracter or agency retained by the Consoftium'
including any third party contract administrator.
6. Except as otherwise provided in Sectiop D of the Agreement, each Director shall
be entitled to one vote. 1, majority of the entire Eoard], not simply those present, is required for
the Iloard to take any oflicial action, unless otherwisO specified in this Agreement. The "entire
Board", as used herein and elsewhere in this Agreemqnt, shall mean the total number of
Directors when there are no vacancies.
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7. Each Participant may designate in writing an alternate Director to attend the
Board's meeting when its lDirector cannot attend. The dlternate Director may participate in the
discussions at the Board nreeting and will, if so designated in writing by the Participant, be
authorized to exercise the Particlpant's voting authority. Only alternate Directors with voting
authonity shall be counted toward a quorum. th. Joint Committee on Plan Structure and Design
may dlesignate alternate Directors as set forth in Section C(l1)'
g. A majority of the Directors of the Board shall constitute a quorum. A quorum is a
simple majority (more than half of the entire Board. A quorum is required for the Board to
conduct any business. This quorum requirement is indopendent of the voting requirements set
forth in Section C(6). The Board shall meet on a regular basis, but not less than on a quarterly
basis at a time and place rvithin the State of New York determined by a vote "llF. Board' The
Boarcl shall hold an annuerl meeting (the "Annual Meeding") between October 3'o and october
15th of each Plan Year.
g. Special meretings of the Board may be qalled at any time by the Chairperson or by
any two (2) Directors. When&er practicable, the person or persons calling such special meeting
snatt give at least three (3) day notlce to all of the other Directors. Such notice shall set forth the
time ind place of the rpi,iiut meeting as well as a detailed agenda of the matters proposed to be
acted upon. In the event lhree (3) days notice cannot be given, each Director shall be given such
notice as is practicable under the circumstances.
10. In the event that a special meeting is impractical due to the nature andlor urgency
of any action which, in the opinion of the Chairperson; is necessary or advisable to be taken on
behalf of the Consortium, the Chairperson may send pfoposals regarding said actions via
facsimile to each and all of the Directors. The DirectcJrs may then fax their approval or
disapproval of said actions to the Chairperson. Upon feceipt by the Chairperson of the requisite
nu-b.. of written approvals, the Chairperson may act on behalf of the Board in reliance upon
such approvals. Any'act:ions taken Uy itre Chairpersort pursuant to this paragraph shall be ratified
at the next scheduled me,ating of the Board.
1 1. The Chair of the Joint Committee on Plan Structure and Design and the at-large
votirrg Labor Member(s) (as defined in Section K) sh4ll serve as Directors (the "Labor
Representatives',) and shall have the same rights and obligations as all other Directors' The Joint
ComLmittee on Plan Stru<:ture and Design ma:y design{te in writing alternate Directors to attend
the Iloard,s meetings wh.en the Labor Representative$ cannot attend' The alternate Director
may, if designated in wriiting, be authorizid to exercile the Labor Representatives' voting
authority.
D. Wnrcurno Voruxc.
1. Except as, otherwise provided in this Afgreement, any two or more Directors,
actilg jointly, may require a weighftd vote on any mAtter that may come before-the Board' In
such event, the voting plocedure-set forth in this 3ection D shall apply in lieu of any other voting
procedures set forth i? Utir Agreement. Such weighted voting procedures shall apply solely with
iespect to the matter then before the Board.
2. For purposes of this Section D, each director shall receive votes as follows:
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a. eac;h Director representing a Parfticipant with five hundred (500) or fewer
Enrollees shall be entitled to one (1) vote.
b. eac;h Director representing a Pariticipant with more than five hundred (500)
Enrollees shall be entitled to a number of votes equaling the total number of votes
assigned under subsection 2(a) above minus one (1), divided evenly by the number of
Participants eligible under this subsection 2(b) and rounded down to the nearest whole
number.
c. the Labor Representative shall be entitled to one (l) vote.
3. Attached a.s Addendum 6(A" to this Agreement is an example of the application of
the voting formula contained in subparagraph'02" of this Section.
4. Notwithstanding anything to the contraty contained in this Agreement, any action
taken pursuant to this Section D shall require the approval of two-thirds (213) of the total number
of voteso if all votes had treen cast.
E. AcrroNsBYTHE BoaRI.
Subject to the voting and quorum requirements set forth in this Agreement, the Board is
authorized and/or required to take action on the following matters:
1. To fill any vacancy in any of the officers of the Consortium.
2. To fix the .lrequency, time and place of pegular Board meetings.
3. To approve an annual budget for the Cotrrsortium, which shall be prepared and
approved prior to October 15tn of each year, and deteninine the annual premium equivalent rates
to be paid by each Participant for each Enrollee classification in the Plan on the basis of a
comrnunity rating methodology filed with and approvqd by the Superintendent.
4. To audit receipts and disbursements of dhe Consoftium and provide for
indetrrendent audits, and periodic financial and operatiqnal reports to Participants.
5. To establish a joint fund or funds to finance all Consortium expenditures,
inchrding claims, reserveis, surplus, administration, stop-loss insurance and other expenses.
6. To select and approve the benefits provfded by the Plan(s) including the plan
document(s), insurance c,ertificate(s), and/or summary plan description(s), a copy of the Plan(s)
effective on the date of ttris Agreement is incorporated by reference into this Agreement.
7. To annually select aplan consultant (thg "Plan Consultant") for the upcoming Plan
Year, prior to October 1" of each year.
8. To review,, consider and act on any recommendations made by the Plan
Consrultant.
9. To establish administrative guidelines fbr the efficient operation of the Plan.
10. To establish financial regulations for the entry of new Participants into the
Consortium consistent wiith all applicable legal requirEments and this Agreement.
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1 1. To contract with third parties, which may include one or more Participants, for the
furnishing of all goods and services reasonably needed in the efficient operation and
admirListration of the Consortium, including, without lirnitation, accounting services, legal
counsel, contract adminislration services, consulting services, purchase of insurances and
actuarial services. Provided, however (a) the charges, fees and other compensation for any
contrercted services shall tre clearly stated in written administrative services contracts, as required
in Sec;tion 92-a(6) of the (ieneral Municipal Law; (b) payment for contracted services shall be
made only after such services are rendered; (c) no Direptor or any member of such Director's
immediate family shall be an owner, officer, director, partner or employee of any contract
admirristrator retained by the Consortium; and (d) all sirch agreements shall otherwise comply
with the requirements of flectiong2-a(6) of the General Municipal Law.
12. To purchase stop-loss insurance on behdlf of the Consortium and determine each
year the insurance carrier or carriers who are to provide the stop- loss insurance coverage during
the ni:xt Plan Year, as required by Section 4707 of the [nsurance Law.
I 3. To determine and notify each Participant prior to October 1 5th of each Plan Year
of thermonthly premium equivalent for each enrollee classification during the next Plan Year
commencing the following January 1".
14. To designate the banks or trust companiBs in which joint funds, including reselve
funds, are to be deposited and which shall be located iql this state, duly chartered under federal
law or the laws of this state and insured by the Federal Deposit Insurance Corporation, or any
successor thereto.
15. To designate annually a treasurer (the "freasurer") who may or may not be a
Director and who shall bo the treasurer, or equivalent financial officer, for one of the
Partir:ipants. The Treasurer's duties shall be determined by the Chief Fiscal Officer to whom
he/she will report.
16. To designate an Officer or Director to rptain custody of all reports, statements and
other documents of the C,cnsoftium and take minutes cjf each Board meeting which shall be acted
on by the Board at a subsequent meeting.
I7 . To choose the certified public accountairt and the actuaty to provide the reports
required by this Agreement and any applicable law.
18. To designste an attorney-in-fact to recelve summons or other legal process in any
action, suit or proceeding arising out of any contract, 4greement or transaction involving the
Consortium. The Board-rlesignates John G. Powers, Esq. as the Consortium's initial attorney-in-
fact.
19. To take all necessary action to ensure that the Consortium obtains and maintains a
Certificate of Authority in accordance with the Insurapce Law.
20. To take all necessary action to ensure the Consortium is operated and
admiinistered in accordarice with the law of the State Of New York.
2L To take any other action authorized
the prurposes of this Agreement.
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F. Expcurrvn Coiurrnrnp.
1. The Exectrtive Committee of the Consoftium shall consist of the Chairperson, the
Vice-Chairperson, and the Chief Fiscal Officer of the Consortium.
2. The Executive Committee may meet at anytime between meetings of the Board,
at ther discretion of the Chairperson. The Executive Committee shall make recommendations to
the Board.
3. The Executive Committee shall manage the Consortium between meetings of the
Board, subject to such approval by the Board as may be required by this Agreement.
G. Orrrcnns.
1. At the Annual Meeting, the Board shall elect from its Directors a Chairperson,
Vice Chairperson, Chief Fiscal Officer, and Secretary, who shall serve for a term of one (1) year
or until their successors uue elected and qualified. Any vacancy in an officer's position shall be
fillecl at the next meeting of the Board.
2. Officers of the Consortium and employees of any third party vendor, including
without limitation the oflicers and employees of any Farticipant, who assist or participate in the
operation of the Consortium, shall not be deemed employees of the Consortium. Each third
party vendor shall provicle for all necessary services and materials pursuant to annual contracts
with the Consortium. ThLe officers of the Consortium shall serve without compensation from the
Consoftium, but may be reimbursed for reasonable ou,t-of-pocket expenses incurred in
connection with the perfitrmance of such officers' duties.
3. Officers shall serve at the pleasure of the Board and may be removed or replaced
upon a two-thirds (213) tote of the entire Board. This provision shall not be subject to the
weighted voting alternative set forth in Section D.
H. CuarnppnsoN;\y'tcBCnarnpnnson.
1" The Chairperson shall be the chief exeiutive officer of the Consoftium.
2. The Chairperson, or in the absence of ihe Chairperson, the Vice Chairperson,
shall preside at all meetitrgs of the Board.
3. In the absence of the Chairperson, the
related to that office.
Vice Chairperson shall perform all duties
PIaN ADMINISTIRATOR.
The Board, by a two-thilds (2/3) vote of the entire Board, may annually designate an
administrator and/or insurance company of the Plan (the "Plan Administrator") and the other
provider(s) who are deerned by the Board to be qualiffed to receive, investigate, and recommend
or ru,ake payment of claims, provided that the charges, fees and other compensation for any
contracted services shall be clearly stated in written administrative services and/or insurance
contracts and payment filr such contracted services shall be made only after such services are
rendered or are reasonab,ly expected to be rendered. All such contracts shall conform to the
requirements of Section 92-a(6) of the General Munigipal Law'
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J. Cnrpr Frscu, Orprcrn.
1. The Chief Fiscal Officer shall act as the chief financial administrator of the
Consortium and disbursing agent for all payments madp by the Consortium, and shall have
custocly of all monies either received or expended by t$e Consortium. The Chief Fiscal Officer
shall he a fiscal officer of a Participant. The Chief Fisgal Officer shall receive no remuneration
from the Consortium. The Plan shall reimburse the Patticipant that employs the Chief Fiscal
Officer for reasonable and necessary out-of-pocket expenses incurred by the Chief Fiscal Officer
in connection with the performance of his or her duties that relate to the Consortium.
2. All moniesi collected by the Chief Fiscal Officer relating to the Consortium, shall
be maintained and administered as a common fund. The Chief Fiscal Officer shall,
notwithstanding the provisions of the General Municipal Law, make payment in accordance with
procedures developed by the Board and as deemed accEptable to the Superintendent.
3. The Chief Fiscal Officer shall be bonded for all monies received from the
Participants. The amount of such bond shall be established annually by the Consortium in such
monios and principal amount as may be required by the Superintendent'
4. All monies collected from the Participants by the Chief Fiscal Officer in
connection with the Consoftium shall be deposited in accordance with the policies of the
Partioipant which regularly employs the Chief Fiscal Qfficer and shall be subject to the
provisions of law governiing the deposit of municipal funds'
5. The Chief Fiscal Officer may invest moneys not required for immediate
expenditure in the types of investments specified in thp General Municipal Law for temporary
investments or as otherwise expressly permitted by tho Superintendent.
6. The Chief Fiscal Officer shall account for the Consortium's reserve funds separate
and apartfrom all other funds of the Consortium, and guch accounting shall show:
a. tho purpose, source, date and arhount ofeach sum paid into the fund;
b. tht: interest eamed by such funds;
c. capital gains or losses resulting from the sale of investments of the Plan's
reserve funds;
d. thr: order, purpose, date and amiount of each payment from the reserve
fund; and
e. thr: assets of the fund, indicating cash balance and schedule of
investments.
7. The Chiel: Fiscal Officer shall cause to be prepared and shall furnish to the Board,
to participating municipal corporations, to unions whiph are the exclusive bargaining
represenfatives of Enrollees, the Board's consultants, pnd to the Superintendent:
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a. an irnnual audit, and opinions thoreon, by an independent certified public
accountant, of the financial condition, accounting procedures and internal control systems
of the municipal cooperative health benefit plan;
b. an annual report and quarterly rqports describing the Consortium's current
financial status; attd
c. an annual independent actuarial iopinion on the financial soundness of the
Consortium, including the actuarial soundness pf contribution or premium equivalent
rates and reserves, both as paid in the current Plan Year and projected for the next Plan
Year.
8. Within ninety (90) days after the end of each Plan Year, the Chief Fiscal Officer
shall furnish to the Board a detailed report of the oper4tions and condition of the Consortium's
reserve funds.
K. JOINT COMMI'TTEE ON PLAN STRUCTURE AND DESIGN.
1. There shall be a Joint Committee on Plan Structure and Design (the "Joint
Committee"), which shall consist of (a) a representative of each collective bargaining unit that is
the exclusive collective bargaining representative of any Enrollee or group of Enrollees covered
by the Plan(s) (the "Union Members"); and (b) a representative of each Participant (the
"Management Members"). Management Members mqy, but are not required to be, Directors.
2. The Joint,Committee shall review all ptospective Board actions in connection
with the benefit structure and design of the Plan(s), and shall develop findings and
recornmendations with respect to such matters. The Chair of the Joint Committee shall repoft
such findings and recomrnendations to the Board at a\y regular or special meeting of the Board.
3. The Joint Committee shall select (a) frqm among the Union Members, an
individual who shall serve as Chair of the Joint Comn{ittee; and (b) from among the
Management Members, eLn individual who shall serve as Vice Chair of the Joint Committee. The
Joint Committee shall est;ablish its own parliamentary rules and procedures.
4. Eacheligible rmion shall establish such progedures by which its representative to the
Joint Committee is chose'n and such representative sh{ll be designated in writing to the
Chairperson of the Boarcl and the Chair of the Joint Cqmmittee'
5. The Union Me:mbers on the Joint Committee shall select from among the Union
Mernbers an individual to serve as an additional at-larle voting Labor Member on the Board of
Direrltors of the Consoftium. If the number of municipal members on the Consoftium rises to
seventeen (17), the union members of the Joint Comrnittee shall select from among the Union
Members an additional at-large voting Labor Membeq on the Board of Directors of the
Consortium. The at-large voiing Labor Member(s) alpng with the Joint Committee Chair shall
collectively be the "Labor Representatives" as defined in Section C(11) of this Agreement.
L. Pnnuruu Car-cur-auoNS/PAYMENT.
1" The annu,al premium equivalent rates shall be established and approved by a
majority of the entire Board. The method used for thQ development of the premium equivalent
rates, may be changed frgm time to time by the approval of two-third s (213) of the entire Board,
subject tt review and approval by the Superintendent, The premium equivalent rates shall
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consist of such rates and oategories of benefits as is set forth in the Plan[s] that is determined and
approved by the Board consistent with New York law.
2. The Consortium shall maintain reserves and stop-loss insurance to the level and
extent required by the Insiurance Law and as directed by the Superintendent.
3. Each Participant's monthly premium equivalent, by enrollee classification, shall
be paid by the first day o l each calendar month during the Plan Year. A late payment charge of
one percent (1%) of the rnonthly installment then due will be charged by the Board for any
payment not received by the first of each month, or tho next business day when the first falls on a
Saturday, Sunday, legal holiday or day observed as a lbgal holiday by the Participants.
The Consortium rnay waive the first penalty once per Plan Year for each Participant, but
will r;trictly enforce the penalty thereafter. A repeated ifailure to make timely payments, including
any applicable penalties, may be used by the Board as an adequate justification for the expulsion
of the Participant from th,e Consortium.
4. The Board shall assess Participants for additional contributions, if actual and
anticipated losses due to benefits paid out, administradive expenses, and reserve and surplus
requirements exceed the amount in the joint funds, as pet forth in Section B(3) above.
5. The Board, in its sole discretion, may refund amounts in excess of reserves and
surplus, or retain such excess amounts and apply theso amounts as an offset to amounts projected
to be paid under the next Plan Year's budget.
M"Evrpr,ovnn CoN'rnrnurloNs.
If any Participant require,s an Enrollee's contribution fpr benefits provided by the Consortium,
the F articipant shall colk:ct such contributions at such time and in such amounts as it requires.
However, the failure of aL Participant to receive the Eqrollee contribution on time shall not
diminish or delay the palrment of the Participant's molthly premium equivalent to the
Any Participant choosinll to provide more benefits, cqverages, or enrollment eligibility other
than that provided under the Plan(s), will do so at its $ole expense. This Agreement shall not be
deenred to diminish suctr Participant's benefits, coverages or enrollment eligibility, the additional
bene,fits and the payment for such additional benefits, shall not be part of the Plan(s) and shall be
administered solely by and at the expense of the Partipipant.
Consortium, as set forth in this Agreement.
N. ArorrroNar. BENEFITS.
O. RnponrrNc.
The Board, through its officers, agents, or delegatees, shall ensure that the follow reports are
prepared and submitted:
showing the financial condition and affairs of the Corfsortium, including an annual independent
1. Annually after the close of the Plan Yqar, not later than one-hundred twenty (120)
daysr after the close of the Plan Year, the Board shall file a report with the Superintendent
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financial audit statement iend independent actuarial opinion, as of the end of the preceding plan
year.
2. Annually after the close of the Plan Year, the Board shall have prepared a
staternent and independent actuarial opinion on the finpncial soundness of the Plan, including the
contribution or premium equivalent rates and reserves, both as paid in the current Plan Year and
projeoted for the next Plan Year.
3. The Board shall file repofts with the Sqperintendent describing the Consortium's
then current financial stal.us within forty-five (45) days of the end of each quafter during the Plan
year.
4. The Board shall provide the annual report to all Participants and all unions, which
are the exclusive collective bargaining representatives of Enrollees, which shall be made
available for review to all Enrollees.
5. The Board shall submit to the Superintqndent a report describing any material
changes in any information originally provided in the Certificate of Authority. Such reports, in
addition to the reports described above, shall be in such form, and containing such additional
content, as may be required by the Superintendent.
P. WrrnnnawAr.olt'PanucIpaNt.
1. Withdrawal of a Participant from the Cbnsortium shall be effective only once
annually on the last day of the Plan Year.
2. Notice of intention of a Participant witlhdraw must be given in writing to the
Chairperson prior to October 3'd of each Plan Year. Fbilure to give such notice shall
autornatically extend the Participant's membership and obligations under the Agreement for
another Plan Year, unless the Board shall consent to ap earlier withdrawal by a two-thirds (2/3)
vote.
3. Any with<lrawing Participant shall be rbsponsible for its pro rata share of any Plan
deficit that exists on the date of the withdrawal, subjedt to the provisions of subsection '04" of this
Section. The withdrawing Participant shall be entitled to any pro rata share of surplus that exists
on thLe date of the withdrawal, subject to the provision$ of subsection "4" of this Section. The
Consortium surplus or deficit shall be based on the suin of actual expenses and the estimated
liability of the Consortium as determined by the Boar$. These expenses and liabilities will be
determined one (1) year after the end of the Plan Yeal in which the Participant last participated.
4. The surplus or deficit shall include recognition and offset of any claims, expenses,
assel;s and/or penalties incurred at the time of withdra{,al, but not yet paid. Such pro rata share
shall be based on the Participant's relative premium cgntribution to the Consortium as a
percentage of the aggregatepremium contributions to the Consoftium during the period of
participation. This percentage amount may then be applied to the surplus or deficit which existed
on the date of the Participant's withdrawal from the Cpnsortium. Any pro rata surplus amount
due rthe Farticipant shall be paid to the Participant onq year after the effective date of the
withdrawal. Any pro rata deficit amount shall be billed to the Participant by the Consortium one
vear after the effective date of the withdrawal and shalll be due and payable within thirty (30)
days after the date of such bill.
{H1 049320.1 l }l1
DRAFT - 07/20/10
a. DlssolurtoN;RENEwal;ExrulstoN.
1. The Board at any time, by a two-thirds (2/3) vote of the entire Board, may
determine that the Consoftium shall be dissolved and terminated. If such determination is made,
the Consortium shall be dissolved ninety (90) days after written notice to the Participants.
a. Upon determination to dissolve the Consortium, the Board shall provide
notice of its deterrnination to the Superintendent. The Board shall develop and submit to
the Superintendent for approval a plan for winding-up the Consortium's affairs in an
orderly manner designed to result in timely payment of all benefits.
b. Upon termination of this Agreernent, or the Consortium, each Participant
shall be responsible for its pro rata share of an1, deficit or shall be entitled to any pro rata
share of surplus that exists, after the affairs of dhe Consortium are closed. No part of any
funds of the Consortium shall be subject to the claims of general creditors of any
Participant until all Consoftium benefits and other Consortium obligations have been
satisfied. The Consortium's surplus or deficit shall be based on actual expenses. These
expenses will be rletermined one year after the end of the Plan Year in which this
Agreement or the Consortium terminates.
c. Any surplus or deficit shall include recognition of any claims/expenses
incurred at the time of iermination, but not yet paid. Such pro rata share shall be based on
each Participant's relative premium contribution to the Plan as a percentage of the
aggregatepremium contributions to the Plan during the period of participation. This
percentage amount would then be applied to the surplus or deficit which exists at the time
of termination.
Z. The continuation of the Consortium under the terms and conditions of the
Asrerement. or anv amendments or restatements thereto, shall be subject to Board review on the
niin tSt5 anniversary of the Effective Date and on eaoh fifth (5t) anniversary date thereafter
(each a "Review Date").
a. At the annual meeting ayear
include as an agenda item a reminder of the
terms and conditions of the Agreement.
b. During the calendar year preceding the Review Date, each Participant
shall be responsible for independently conductring a review of the terms and conditions of
the Agreement and submitting to the Board of Directors a written resolution containing
any objection to the existing terms and conditibns or any proposed modification or
amendment to the existing Agreement, such Written resolution shall be submitted to the
Board on or before March 1'tpreceding the Review Date. Failure to submit any such
resolution shall be deemed as each Participantls agreement and authorization to the
continuation of the Consortium until the next fi.eview Date under the existing terms and
conditions of the Agreement.
prlior to the Review Date, the Board shall
Pdrticipants' coming obligation to review the
c. As soon as practicable after M{rch 1't, the Board shall circulate to all
Participants copies of all resolutions submitte$ by the Participants. Subject to Section S
hereof, urry r.rtlotions relating to the modificition, amendment, or objection to the
.dgreement submitted prior to each Review Date shall be considered and voted on by the
participants at a special meeting called for su{h purpose. Such special meeting shall be
held on or before: July 1" preceding the Revie'iv Date'
t2{H1049320. I 1 }
pRAFT - 07/20/10
d. Notwithstanding the foregoing or Section S hereof, if at the Annual
Meeting following any scheduled Review Date the Board votes on and approves the
budget and annual assessment for the next yea!, the Parlicipants shall be deemed to have
approved the continuation of the Consortium under the existing Agreement until the next
Review Date.
3. The Participants acknowledge that it may be necessary in certain extraordinary
circumstances to expel a Participant from the Consortium. In the event the Board determines
that:
a. a Participant has acted inconsistently with the provisions of the Agreement
in a way that threatens the financial well-being or legal validity of the Consortium; or
b. a Participant has acted fraudulently or has otherwise acted in bad faith
with regards to the Consoftium, or toward any individual Participant concerning matters
relating to the Consortium, the Board may votg to conditionally terminate said
Participant's membership in the Consortium. Upon such a finding by the affirmative vote
of seventy-five percent (7 5%) of the Participants, the offending Participant shall be given
sixty (60) days to correct or cure the alleged wrongdoing to the satisfaction of the Board.
Upon the expiration of said sixty (60) day perigd, an absent satisfactory cure, to the
Board may expel the Participant by an affirmative vote of seventy-five percent (75%) of
the Participants (exclusive of the Participant under consideration). This section shall not
be subject to the weighted voting provision provided in Section D. Any liabilities
associated with the Participant's departure from the Consortium under this provision shall
be determined by the procedures set forth in Section P of this Agreement.
R. RBpnnsnNrATIoNS AND WARRANTIES oF PARTICIPANTS.
Eackr Participant by its approval of the terms and conditions of this Agreement hereby represents
and warrants to each of the other Participants as follorl.vs:
1" The Participant understands and acknofwledges that its participation in the
Conl;ortium under the terms and conditions of this Agreement is strictly voluntary and may be
terminated as set forth herein, at the discretion of the Participant.
2. The Participant understands and acknowledges that the duly authorized decisions
of the Board constitute the collective will of each of tire Participants as to those matters within
the scope of the Agreement.
3. The Participant understands and acknoi'wledges that the decisions of the Board
ma{e in the best interests of the Consoftium may on occasion temporarily disadvantage one or
more of the individual Participants.
4. The Participant represents and warranls that its designated Director or authorized
representative understands the terms and conditions oif this Agreement and is suitably
experienced to understand the principles upon which this Consoftium operates.
5. The Participant understands and acknciwledges that all Directors, or their
authorized representatives, are responsible for attendihg all scheduled meetings. Provided that
the quorum rules are satisfied, non-attendance at any lcheduled meeting is deemed acquiescence
by the absent Participant to any duly authorized lBoard-approved action at the meeting' However,
a Farticipant that was absent from a meeting will not pe presumed to have acquiesced in a
{Hi049320. r 1 }IJ
DRAFT - 07/20/10
particular action taken at the meeting if, within fifteen (15) calendar days after learning of such
action, the Participant delivers written notice to the Clairperson that it dissents from such action.
The I'articipant shall also notify the other members of ithe Board of such dissent. The
Chairperson shall direct the Secretary to file the notice with the minutes of the Board.
6. The Participant understands and acknowledges that, absent bad faith or fraud, any
Partir;ipant's vote approving any Board action renders that Board action immune from later
challenge by that Participant.
S. Rpconos.
The lloard shall have the custody of all records and documents, including financial records,
associated with the operation of the Consortium. Each Participant may request records and
documents relative to their participation in the Consortium by providing a written request to the
Chairperson and Chief Fiscal Officer. The Consoftium shall respond to each request no later
than thirty (30) days after its receipt thereof, and shall include all information which can be
provided under applicable law.
T. Cul,Ncns ro AcREEMENT.
Any change or amendment to this Agreement shall require the unanimous approval of the
Participants, as authorized by their respective legislative bodies.
U. CoNrronnrIALITY.
Nothing contained in this Agreement shall be construod to waive any right that a covered person
possosses under the Plan with respect to the confidentiality of medical records and that such
rights will only be waived upon the written consent of such covered person.
V. Ar,rnRNauvn Drspurn Rnsor-uuoN ("ADR").
1. General. The Participants acknowledgp and agree that given their budgeting and
fiscal constraints, it is imperative that any disputes aribing out of the operation of the Consortium
be limited and that any disputes which may arise be addressed as quickly as possible.
Accordingly, the Participants agree that the procedurei set forth in this Section V are intended to
be the exclusive means through which disputes shall be resolved. The Participants also
acknowledge and agree that by executing this Agreement each Participant is limiting its right to
seek redress for certain types ofdisputes as hereinafter provided.
2. Disputes subject to ADR. Any dispute by any Participant arising out of or
relating to a contention that:
a. the Board, the Board's designatpd agents, or any Participant has failed to
adhere to the terms and conditions of this AgrQement;
b. the Board, the Board's designatbd agents, or any Participant has acted in
bad faith or fraudulently in undertaking any dqty or action under the Agreement; or
{H1049320.11}l4
c. any other dispute otherwise arislng out of or relating to the terms or
conditions of this Agreement or requiring the irlterpretation of this Agreement shall be
resolved exclusively through the ADR procedure set forth in paragraph (3) below.
3. ADR Procedure. Any dispute subject to ADR, as described in subparagraph (2),
shall be resolved exclusively by the following procedure:
a. Board Consideration: Within ninety (90) days of the occurrence of any
dispute, the objecting party (the "Claimant") shall submit a written notice of the dispute
to the Chairperson specifying in detail the natuie of the dispute, the parties claimed to
have been involved, the specific conduct claimed, the basis under the Agreement for the
Participant's objection, the specific injury or damages claimed to have been caused by the
objectionable conduct to the extent then ascertainable, and the requested action or
resolution of the dispute. A dispute shall be deomed to have occurred on the date the
objecting party knew or reasonably should havb known of the basis for the dispute.
(i) Within sixty (60) days of the submission of the written notice, the
Executive Committee shall, as necessary, request further information from the
Claimant, collect such other informatiolr from any other interested party or source,
form a recommendation as to whether the Claimant has a valid objection or claim,
and if so, recommend a fair resolution of said claim. During such period, each
party shall provide the other with any rqasonably requested information within
such party's control. The Executive Committee shall present its recommendation
to the Board in writing, including any underlying facts, conclusions or support
upon which it is based, within such sixty (60) day period.
(ii) Within sixty (60) days of the submission of the Executive
Committee's recommended resolution df the dispute, the Board shall convene in a
special meeting to consider the dispute and the recommended resolution. The
Claimant and the Executive Committee shall each be entitled to present any
argument or material it deems pertinent to the matter before the Board. The Board
shall hold discussion andlor debate as appropriate on the dispute and may
question the Claimant and/or the Executive Committee on their respective
submissions. Pursuant to its regular propedures, the Board shall vote on whether
the Claimant has a valid claim, and if so, what the fair resolution should be. The
weighted voting procedure set forth in Section D shall not apply to this provision.
The Board's determination shall be deemed final subject to the Claimant's right to
arbitrate as set forth below.
b. Arbitration. The Claimant may challenge any Board decision under
subparagraph (VX3Xa)(ii) by filing a demand for arbitration with the American
Arbitration Association within thirty (30) days of the Board's vote (a "Demand"). In the
event a Claimant shall fail to file a Demand wilhin thirty (30) days, the Board's decision
shall automatically be deemed final and conclu$ive. In the event the Participant files a
timely Demand, the arbitrator or arbitration parlel may consider the claim:
provided however;
(i) in no event may the arbitrator review any action taken by the
Board that occurred three (3) or more years prior to when the Chairperson
received notice of the claim: and
{H1049320.1 l }15
DRAFT - 07 t20n0
(ii) in no event may the arbitrator award damages for any period that
precedes the date the Chairperson recefved notice of the claim by more than
twenty-four Q$ months.
c. The Participants agree that the $rocedure set forth in this Section V shall
constitute their exclusive remedy for disputes within the scope of this Section.
W. Mrscrr,r,lNEousPRovrsroNs.
1. This instrument constitutes the entire Agreement of the Participants with respect
to thLe subject matter hereof, and contains the sole statement of the operating rules of the
Consortium. This instrument supersedes any previoug Agreement, whether oral or written.
2. Each Participant will perform all other acts and execute and deliver all other
documents as may be necessary or appropriate to carry out the intended purposes of this
Agreement.
3. If any article, section, subdivision,pardgraph, sentence, clause, phrase, provision
or portion of this Agreement shall for any reason be held or adjudged to be invalid or illegal or
unenforceable by any court of competent jurisdiction, such article, section, subdivision,
parugraph, sentence, clause, phrase, provision or portion so adjudged invalid, illegal or
unenforceable shall be deemed separate, distinct and independent and the remainder of this
Agreement shall be and remain in full force and effec and shall not be invalidated or rendered
illegal or unenforceable or otherwise affected by such holding or adjudication.
4. This Agreement shall be governed by and construed in accordance with the laws
of ttre State of New York. Any claims made under Section V(3Xb) except to the extent
otherwise limited therein, shall be governed by New fork substantive law.
5. All notices to any party hereunder shdll be in writing, signed by the party giving
it, shall be sufficiently given or served if sent by regi$tered or certified mail, return receipt
requLested, hand delivery, or overnight courier service addressed to the parties at the address
designated by each party in writing. Notice shall be deemed given when transmitted.
6. This Agreement may be executed in two or more counterparts each of which
shall be deemed to be an original but all of which sha,[ constitute the same Agreement and shall
become binding upon the undersigned upon delivery to the Chairperson of an executed copy of
this Agreement together with a certified copy of the rbsolution of the legislative body approving
this Agreement and authorizing its execution.
7 . The provisions of Section V shall suryive termination of this Agreement,
withdrawal or expulsion of a Participant, and/or dissflution of the Consortium.
8. Article and section headings in this A$reement are included for reference only
and shall not constitute part of this Agreement.
9. No findings or recommendations madg by the Joint Committee on Plan Structure
and Design or by the Chair of the Joint Committee shall be considered a waiver of any
bargaining rights under any contract, law, rule, statutg, or regulation.
{H1049320. l l l l6
pRAFT - 07/20110
X. Appnovlr,, RatInrcartoN, ANDExECUTIoN.
1. As a condition precedent to execution o'f this Municipal Cooperative Agreement
and membership in the Consortium, each eligible municipal corporation desiring to be
Participant shall obtain legislative approval of the terms and conditions of this Agreement by the
municipality' s governing body.
2. Prior to execution of this Agreement by a Participant, the Participant shall provide
the Chairperson with the resolution approving the municipality's participation in this
Conrsortium and expressly approving the terms and cOnditions of this Municipal Cooperative
Agreement. Each presented resolution shall be attacl[ed to and considered apart of this
Agreement.
3. By executing this Agreement, each signatory warrants that he/she has complied
with the approval and ratification requirements herein and is otherwise properly authorized to
bind the participating municipal corporation to the tetms and conditions of this Agreement.
[Signature Pages Follow]
{Hl 049320.1 l }t7
By:
IN WITNESS WHEREOF, the undersigned
as of the day and year first above written.
Crrv or Irnaca
By:
Mayor
CouNrv on Toivrprns
By:By:
Chair of the County Legislature
TowN or Clnolnn
Town Supervisor
TowNorDaNnv
By:
Town Supervisor
TowN or Ur,vssBs
By:
has caused this Agreement to be executed
TowN or ENrInm
Town Supervisor
TowN or GRoron
Town Supervisor
TowN or Irnacn
Town Supervisor
TowN onDnvrnN
Town Supervisor
Vrr,r,ncn or Gnoron
By:
By:By:
By:
Town Supervisor
Vrllacn or Cevuca Hntcnrs
Mayor
Vrr,lncu on TnuvraNsBURG
IVtrayor
Major
Vru.acs or DnvlrN
By:By:
Mayor
By:
{H1049320.1 1 }18
DRAFT - 07r20tr0
Addendum ofA"
Example of Weighted Voting Fontnula under Section D(2)
If 10 Participants have 500 or fewer enrollees each aqd 2Participants have more than 500
enrollees each, under subparagraph o'a" the 10 each get I vote. Under subparagraphoob,' the 2
large Participants get 4 votes each, which is calculated by taking the total number of votes under
subparagraph "a" [10] subtracting 1, dividing by the 4umber of eligible Participants under
subsection o'b" l2l, and rounding the result [4.5] down to the nearest whole number [4]. The
Labor Representative shall have I vote, irrespective o[the votes available to the Participants.
t9{H1049320.1 I }