10. Resolution 5360 - Employee Benefits Program Agreement - MMIAnrtvtKili Mtr'h vAiv Klivi®hL i r'TG13LvCr.L
The Town or City of
MONTANA MUNICIPAL INTERLOCAL AUTHORITY
Table of Contents
SECTION1: DEFINITIONS ............................................................................................................................ 2
SECTION 2: REPRESENTATIONS, COVENANTS AND WARRANTIES .................................................. 3
SECTION 3: ESTABLISHMENT OF ACCOUNTS; COVERAGE; PAYMENT OF SETTLEMENTS AND
OTHER PROGRAM COSTS; PURCHASE OR ACQUISITION OF OTHER INSURANCE,
EXCESS INSURANCE OR REINSURANCE .......................................................................... 4
SECTION 4: NEW MEMBER ENTITY APPLICATIONS, ASSESSMENT PAYMENT, DELINQUENT
ASSESSMENTPAYMENTS ................................................................................................... 5
SECTION 5: ADMISSION TO, WITHDRAWAL FROM AND EXPULSION FROM THE EMPLOYEE
BENEFITSPROGRAM ............................................................................................................ 7
SECTION 6: WITHHOLDING, OVERDUE PAYMENTS AND ABATEMENT ............................................11
SECTION 7: AGREEMENTS WITH SERVICE PROVIDERS .....................................................................11
SECTION 8: INDEMNIFICATION AND RELEASE OF PROVIDER; DISCLAIMER ..................................11
SECTION9: MISCELLANEOUS .................................................................................................................. 12
SignaturePage .............................................................................................................................................. 14
MONTANA MUNICIPAL INTERLOCAL AUTHORITY
EMPLOYEE BENEFITS PROGRAM AGREEMENT
This EMPLOYEE BENEFITS PROGRAM AGREEMENT, by and between the
MONTANA MUNICIPAL INTERLOCAL AUTHORITY (the "Authority"), a joint exercise of powers
agency duly organized and existing under the laws of the State of Montana, and
, a political subdivision duly organized and existing under the Constitution
and laws of the state of Montana, (the "Member Entity") is agreed to this day of
2009;
WHEREAS, Article XI, Section 7 of the Montana Constitution provides that a political
subdivision may (a) cooperate in the exercise of any function, power, or responsibility with, (b)
share the services of any officer or facilities with, and (c) transfer or delegate any function,
power responsibility, or duty of any officer to one or more other local government units, the state
or the United States;
WHEREAS, Title 7, Chapter 11, Part 1 Montana Code Annotated ("Mont. Code Ann.")
(the Interlocal Cooperation Act) authorizes political subdivisions to create interlocal agreements
to jointly perform any undertaking that each such political subdivision unit is authorized by law to
perform;
WHEREAS, Mont. Code Ann. § 2-18-702, authorizes cities and towns to enter into group
hospitalization, medical, health, including long-term disability, accident or group life insurance
contracts or plans for the benefit of their officers and employees and their dependents;
WHEREAS, Mont. Code Ann. § 2-18-711, permits the establishment of group programs
by local government entities to provide employee group benefits;
WHEREAS, the Authority is authorized to exercise necessary powers to implement the
purposes of the Authority as established by the Interlocal Agreement;
WHEREAS, the Authority and the Member Entity, in consultation with independent
professional consultants, have formulated an Employee Benefits Program, the terms and
conditions of which are set forth in this Agreement, to be administered by the Authority to meet
the health and welfare benefit needs of the Member Entity and its officers, employees and
retirees;
WHEREAS, it is the intent of the Member Entity that in executing this Employee Benefits
Program Agreement that the Employee Benefits Program already established by the Authority
and its Member Entities should remain in full force and effect and that continuity of the
Employee Benefits Program should be and is maintained with the execution of Employee
Benefits Program Agreement; and
WHEREAS, the governing body of the Member Entity has authorized the execution of
this Agreement for the purpose of providing Coverage for the Member Entity for the benefit of
the Member Entity's officers, employees or retirees; and
WHEREAS, the Member Entity has heretofore determined and does hereby confirm that
the Risk Assessments to be required hereunder are reasonable and advantageous;
MMIA EB Program Agreement, July 1, 2009 Page 1
NOW THEREFORE, in consideration of the above recitals and of the mutual covenants
hereinafter contained and for other good and valuable consideration, the parties hereto agree as
follows:
SECTION 1: DEFINITIONS
1.1. Definitions and Rules of Construction. Unless the context otherwise requires,
capitalized terms used herein shall, for all purposes of this Agreement, have the meaning
specified in the Interlocal Agreement entered into between and among the Authority and its
Member Entities, together with any amendments thereof or supplements thereto permitted to be
made thereunder; and the additional terms defined in this Article I shall, for all purposes of this
Agreement, have the meanings specified herein.
Agreement means this Employee Benefits Program Agreement entered into between
and among the Authority, as Authority, and the Member Entities which are members of the
Authority and signatories hereto, as Members.
Assessments means the Risk Assessments and Special Assessments which a Member
Entity may be required to pav under the terms of this Proqram Agreement.
Coverage means the coverage, excess insurance, reinsurance, and other services
provided pursuant to and in accordance with and on the terms set forth in this Agreement, the
Member Entity Agreement, and the other Program Documents.
Employee Benefits Program means any health, dental, vision, disability, or group life
benefits programs which the Authority may create for the benefit of its Member Entities which
are Member Entities in such program or programs by virtue of their execution of this Employee
Benefits Program Agreement.
Interlocal Agreement means that Interlocal Cooperation Agreement establishing the
Montana Municipal Interlocal Authority pursuant to Title 7, Chapter 11, Part 1, Mont. Code Ann.
Coverage Year shall mean the period beginning each July 1 and the twelve (12)
consecutive months thereafter during which the Member Entity Agreement shall be in effect for
each Member Entity, unless the Board of Directors designates such other period of twelve (12)
consecutive months as the period during which such Member Entity Agreement may be in
effect. In the case of a Member Entity which joins the Program during a Coverage Year, the
Coverage Year shall be the remaining portion of the Coverage Year from the effective date of
Coverage until the end of such Coverage Year.
Loss Reserve means amounts in the Program Operations Fund required to be
designated as reserves for payment of Claims pursuant to Section 3.4 hereof in accordance
with prudent practice as determined by the Authority, including additional reserves established
because of changed circumstances subsequent to the year any such Claim is filed and including
the amount determined by a Qualified Consultant for loss development of claims.
Member Entity shall mean any political subdivision which has executed the Interlocal
Agreement and become a member of the Authority.
MMIA EB Program Agreement, July 1, 2009 Page 2
Member Entity Agreement shall mean the contract or contracts setting forth the terms,
conditions and Coverages in the Employee Benefits Program provided to a Member Entity for
any Coverage Year.
Program means the Employee Benefits Program, the terms and conditions of which are
set forth herein and in the other Program Documents.
Program Documents means this Agreement, the Interlocal Agreement, the Bylaws of
the Authority, and such policies and procedures as may be adopted by the Authority related to
the Program, and all exhibits pertaining to such documents.
Unencumbered Reserves means the amount in the Program Operations Fund in
excess of the total amount that has been designated by the Authority as Loss Reserve and
amounts required for operations.
1.2. Other Terms. Such other terms as may appear in this Agreement which are not
defined in this Article I shall have such definitions as may be contained in the remainder of this
Agreement.
SECTION 2: REPRESENTATIONS, COVENANTS AND WARRANTIES
2.1. Representations, Covenants and Warranties of the Member Entity. The Member
Entity represents, covenants and warrants to the Authority as follows:
(a) Recitals. The Recitals to this Agreement are true and correct.
(b) Due Organization and Existence. Such Member Entity is a political subdivision of
the State, duly organized and existing under the Constitution and laws of the State.
(c) Authorization; Enforceability. The Constitution and laws of the State authorize
the Member Entity to enter into this Agreement and the Interlocal Agreement and to enter into
the transactions contemplated by and to carry out its obligations under all of the aforesaid
agreements, and the Member Entity has duly authorized and executed all of the aforesaid
agreements. This Agreement and the Interlocal Agreement constitute the legal, valid, binding
and enforceable obligations of each Member Entity in accordance with their respective terms,
except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles affecting the rights of creditors generally and except as to the
limitations on remedies against public agencies generally.
(d) No Violations. Neither the execution and delivery of this Agreement or the
Interlocal Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or
thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts
with or results in a breach of the terms, conditions or provisions of any restriction or any
agreement or instrument to which such Member Entity is now a party or by which the Member
Entity is bound, or constitutes a default under any of the foregoing.
2.2. Representations, Covenants and Warranties of the Authority. The Authority
represents, covenants and warrants to each Member as follows:
MMIA EB Program Agreement, July 1, 2009 Page 3
(a) Recitals Correct. The Recitals to this Agreement are true and correct.
(b) Due Organization and Existence; Enforceability. The Authority is a legal entity
created pursuant to the Interlocal Cooperation Act, Title 7, Chapter 11, Part 1, Mont. Code Ann.,
duly organized, existing and in good standing under and by virtue of the laws of the State of
Montana; has the power to enter into this Agreement; possesses by virtue of the Interlocal
Agreement full power to provide an employee benefits group self -funded program to parties
signatory to the Interlocal Agreement; and has duly authorized the execution and delivery of all
of the aforesaid agreements. This Agreement and the Interlocal Agreement constitute the legal,
valid, binding and enforceable obligations of the Authority in accordance with their terms, except
to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws or equitable principles affecting the rights of creditors generally and except as to the
limitations on remedies against public agencies generally.
(c) No Encumbrances. The Authority will not pledge the Assessments or its rights
under this Agreement except as provided under the terms of this Agreement.
(d) Equitable Exercise of Responsibilities. The Authority will exercise all rights and
responsibilities hereunder reasonably and equitably for the benefit of all Member Entities without
preference or discrimination among Members.
(e) No Violations. Neither the execution and delivery of this Agreement, nor the
fulfillment of or compliance with the terms and conditions hereof or thereby, conflicts with or
results in a breach of the terms, conditions or provisions of the Bylaws of the Authority or any
restriction or any agreement or instrument to which the Authority is now a party or by which the
Authority is bound, or constitutes a default under any of the foregoing.
SECTION 3: ESTABLISHMENT OF ACCOUNTS; COVERAGE; PAYMENT OF
SETTLEMENTS AND OTHER PROGRAM COSTS; PURCHASE OR
ACQUISITION OF OTHER INSURANCE, EXCESS INSURANCE OR
REINSURANCE
3.1. Program Funds and Accounts. The Authority hereby creates the following Funds
and Accounts as set forth herein:
(a) Program Operations Fund. The Authority shall deposit in the Program
Operations Fund all Assessments investment income and other funds or revenues allocated to
the Program. This fund shall be used to pay all claims, excess insurance, reinsurance, and
administrative costs of the Program. These funds may also be expended for investment,
contribution or assessment for participation in a group or captive insurance program or pool as
provided in Section 3.4.
(b) The Program Operations Fund shall have the following accounts:
(i) one or more Program Checking Accounts into which assessments and
other revenue items shall be deposited and from which shall be paid
Program costs and expenses;
(ii) Program Investment accounts. The Program shall maintain various
investment accounts in compliance with MMIA's Investment Policy.
MMIA EB Program Agreement, July 1, 2009 Page 4
Unencumbered Reserves in these accounts may be used for the following
purposes:
To pay premiums, in whole or in part, for any insurance, re -insurance
or excess insurance due by the Authority;
As a credit against Assessments owed by Member Entities to the
Authority; and
As a payment to each Member Entity on termination of the Program
3.2. Coverage. The Authority through the Program hereby provides the Coverage to
the Member Entity, and the Member Entity hereby agrees to accept the Coverage, upon the
terms and conditions set forth in this Agreement and the Member Entity Agreement.
3.3. Establishment of Group Self -Funded Program. The Authority hereby establishes
the Program as a group self -funded program to provide health and welfare benefits as may be
set forth in the Member Entity Agreement, which benefits may include, as may be appropriate
and as may be provided in the discretion of the Authority, health, dental, vision, disability and/or
life insurance, on such terms and conditions as the Board of Directors of the Authority may in
their sole discretion determine is in the best interests of the Member Entities. It is expressly
agreed and understood that the Program is a separate program of the Authority and none of the
assets of the Proaram shall be comminaled with the assets of anv other nmoram of the
Authority.
3.4. Purchase of Commercial Insurance, Re -insurance, or Excess Insurance. The
Authority may provide the Coverage to the Member Entities by a combination of:
(i) one or more group self -funded programs;
(ii) the purchase of one or more policies of commercial insurance,
reinsurance or excess insurance, either directly from one or more health,
dental, vision, disability or life insurance carriers duly authorized to
provide primary or surplus line insurance in the State of Montana, and/or
(iii) through participation in a group insurance program or a group captive
pooled insurance program which may include among its members one or
more public entities or pools or groups of public entities as may be
authorized under the laws of the respective jurisdictions in which such
public entities or pools or groups of public entities may be located.
SECTION 4: NEW MEMBER ENTITY APPLICATIONS, ASSESSMENT PAYMENT,
DELINQUENT ASSESSMENT PAYMENTS
4.1. New Member Applications. To the extent permitted by applicable law, an
application for membership in the Program shall be submitted on an approved form to the Board
of Directors of the Authority, or to such individual or committee as the Board may designate,
which shall approve such applications provided the applicant meets the requirements for
membership set forth in this Agreement and the Interlocal Agreement. Concurrence of the
Program's health, vision, dental, disability or life insurance or reinsurance or excess insurance
carrier(s), or group or pooled health, dental, vision, disability, or life insurance program(s) in
MMIA EB Program Agreement, July 1, 2009 Page 5
which the Program participates, may also be required as a condition for providing Coverage, to
the extent permitted by applicable law.
4.2. Risk Assessments. Risk Assessments shall be adopted by the Board of
Directors, with the advice of such committee or committees as the Board may establish, upon
implementation of the Program, and on a Coverage Year basis for each Coverage Year, or on
such other annual date as the Board of Directors may subsequently determine, provided,
however, that the Board of Directors may make such mid-term adjustments to Risk
Assessments as may be appropriate and in the best interests of the Program and the Member
Entities to accomplish the goals of the Program. The Risk Assessments established by the
Board of Directors shall be based on sound actuarial principles taking into consideration the
premiums or rates charged by any health, dental, vision, disability, or life insurance carrier,
reinsurer, or excess insurer, or group or pooled health, dental, vision, disability, or life insurance
program in which the Authority may participate, and shall be adopted with the advice of an
actuary experienced in the field of health and welfare programs.
In addition to Risk Assessments charged to the Member Entities, the Program may
realize investment income which shall be treated as income to the Program. In establishing the
Risk Assessments to be charged the Member Entities, appropriate credit may be given for
investment income.
4.3. Administrative Costs As Part of Risk Assessments. The Risk Assessments
charged Member Entities will be sufficient to secure and pay for ordinary and appropriate
administrative services, including but not limited to, the following:
a. General administrative services
b. Loss prevention and risk assessment
C. Investment services
d. Legal services
e. Accounting services
f. Actuarial services
g. Risk management consulting
h. Brokerage services.
4.4. Special Assessments in Addition to Risk Assessments. In the event that the
Board of Directors of the Authority, upon advice of such operating committees as it may
establish and upon the advice of the Program's consulting actuary, accountant, and other
professionals, determines that the Risk Assessments paid may not be adequate to fully fund the
Program, the Board may make an equitably determined assessment ("Special Assessment")
upon each Member Entity to ensure that there are adequate moneys to fully fund the Program.
Such Special Assessments shall be due and payable as may be directed by the Board of the
Authority. In the event that a Member Entity shall withdraw from the Program as provided in this
Agreement, such withdrawing Member Entity shall be liable for any Special Assessment levied
by the Board within the twelve (12) month period immediately following such withdrawal. For
purposes of this section 4.4 and the obligations of withdrawing Member Entities pursuant to
sections 5.4 and 5.5 herein below, in the event that the Board of Directors elects a rating plan
which includes amortized payment of Loss Reserves, either actual or anticipated, and a
Member Entity withdraws either voluntarily or involuntarily before the amortized losses have
been fully paid by such Member Entity, any unpaid losses shall become immediately due and
payable as a Special Assessment against such withdrawing Member.
MMIA EB Program Agreement, July 1, 2009 Page 6
4.5. Budget and Appropriation of Assessments. The Member Entity covenants to
take such action as may be necessary to include Assessment payments payable hereunder in
its annual budget. The covenants on the part of the Member Entity herein contained shall be
deemed to be and shall be construed to be duties imposed by law and it shall be the duty of
each and every public official of the Member Entity to take such action and do such things as
are required by law in the performance of the official duty of such official to enable each
Member Entity to carry out and perform the covenants and agreements in this Agreement
agreed to be carried out and performed by such Member Entity.
4.6. Employee Benefits Program Audits: Risk Assessments are calculated based on
the number of covered employees and dependents and the plans selected. The audit will be
limited to the three months prior to the month during which the audit takes place. Audits will be
designed to verify eligibility and plan selection of plan participants. Refunds for overpayments
or billing for underpayments will be limited to the same period covered by the audit.
4.7. Member Entity Identified Errors. If an individual Member Entity finds errors in the
amount of Risk Assessment paid for prior periods, and submits documentation deemed
adequate by the Authority (e.g. an independent audit or authorized change to reports submitted
to some other government entity), a refund may be requested or additional Assessments paid in
accordance with the time limits identified above for Risk Assessment audits.
SECTION 5: ADMISSION TO, WITHDRAWAL FROM AND EXPULSION FROM THE
EMPLOYEE BENEFITS PROGRAM
5.1. Conditions for Providing Coverage to a New Member Entity. To the extent
permitted by applicable law, the Authority may provide coverage to a new Member Entity of the
Program which is not currently a Member Entity under this Agreement, subject to the following
conditions:
(a) such new Member Entity shall be signatory to the Interlocal Agreement and a
member of the Authority;
(b) such new Member Entity shall have submitted a completed application for
admission to the Program as may be required by the Board of Directors; and,
(c) such new Member Entity shall have executed such other Program Documents as
may be required by the Board of Directors.
5.2. Initial Commitment Period. Each new Member Entity shall be obligated to
participate in the Program for a period of sixty (60) consecutive months as provided herein from
the first day of Coverage provided to its eligible program participants and their dependents
under the terms of this Program and each applicable Member Entity Agreement ("Initial
Commitment Period"). For purposes of computing this Initial Commitment Period, for each
Member Entity which participates in the Program commencing October 1, 2004, the Initial
Commitment Period shall be for a period ending June 30, 2009. Provided further that any
Member Entity which enters the Employee Benefits Program after October 1, 2004, the Initial
Commitment Period shall be for a period of sixty (60) months from their first date of participation
or until the end of the Coverage Year during which the sixtieth month occurs, whichever is
longer.
MMIA EB Program Agreement, July 1, 2009 Page 7
In the event a Member Entity breaches its obligation to participate in the Program
and pay Assessments, the Authority may pursue any equitable remedies to which it may be
entitled and the breaching Member Entity agrees to pay, in addition, liquidated damages in an
amount equal to Risk Assessments which it would have paid for the balance of the Initial
Commitment Period, based upon the coverage for the number of lives covered by the Program
for such breaching Member Entity during the month immediately preceding the breach.
5.3. Automatic Renewal for Succeeding Coverage Year. After the Initial Commitment
Period has expired, each Member Entity's participation in this Program shall renew
automatically for each succeeding Coverage Year unless the Member Entity provides at least
one hundred twenty (120) days' notice prior to the commencement of the next Coverage Year in
writing to the Board of Directors of its desire to withdraw from the Program, in which case the
Member Entity's termination shall be effective at 11:59 p.m. Mountain Time of the last day of the
Coverage Year in which such notice is given.
5.4. Withdrawal by Member Entity.
(a) Notification.
After the Initial Commitment Period as provided in section 5.2 of this Agreement
has expired, any Member Entity may withdraw from the Program by giving written notice to the
Board of Directors by March 1 prior to the commencement of the next Coverage Year of its
desire to withdraw, provided such withdrawal is permitted under the terms of the Program
Agreements entered into by the Authority and the Member Entity. Such withdrawal will be
effective at 11:59 p.m. Mountain Time of the last day of the Coverage Year in which such notice
of withdrawal is given.
In no event shall withdrawal from Coverage, termination or non -renewal of a
Member Entity's participation in the Program release a Member Entity from its obligation to pay
damages resulting from default under the terms of this Agreement, nor shall such withdrawal or
termination release a Member Entity from its obligation to pay Assessments as provided in the
Program Agreements.
Notice to withdraw shall be revocable only at the option of the Authority.
(b) Bargaining Unit Withdrawal.
A Member Entity will be permitted to withdraw a portion of its employees by
bargaining unit subject to the same requirements as specified in Sections (a), (c), and (d)of this
section.
(c) Re -Admission.
Any re-entry into the Program by a former Member Entity whose participation in
the Program has been terminated either voluntarily or involuntarily, or has provided a notice of
withdrawal, may be conditioned upon such terms and conditions as the Board of Directors may
require, at the beginning of the Coverage Year following thirty six (36) months from the Member
Entity's withdrawal date. Re -admission may be subject to the payment by such former Member
Entity of a re-entry fee in such amount as the Board may determine in its sole discretion to the
extent permitted by applicable law and such re-entry shall commit the re-entering Member Entity
to be treated as a new Member Entity for purposes of the Initial Commitment Period.
MMIA EB Program Agreement, July 1, 2009 Page 8
(d) Withdrawing Member Entity's.
In the event that a Member Entity shall withdraw from the Program as provided in
this Agreement, such withdrawing Member Entity shall be liable for any Assessment levied by
the Board within the twelve (12) month period immediately following such withdrawal. In no
event shall a Member Entity exercising its unilateral right to withdraw be entitled to any refund or
repayment of contributions or reserves.
5.5. Membership Review and Termination Procedure. Conditions of Membership
Review, Suspension and Termination Procedure.
(a) The Authority may suspend or expel a Member Entity from the Program:
(i) if the Member Entity is in default under the terms of this Agreement; or
(ii) when, in the determination of the Chief Executive Officer, a Member
Entity has engaged in conduct, other than a default under this Agreement
that warrants expulsion from membership in the Program.
(b) The following shall be "Events of Default" under this Agreement and the terms
"Events of Default' and "default" shall mean have the same meaning whenever they are used in
this Agreement with respect to a Member Entity, any one or more of the following events:
(i) failure by such Member Entity to observe and perform any covenant,
condition or agreement on its part to be observed or performed herein or
otherwise with respect hereto, for a period of 30 days after written notice
specifying such failure and requesting that it be remedied has been given
to such Member Entity by the Authority, provided, however, if the failure
stated in the notice cannot be corrected within the applicable period, the
Authority, as the case may be, shall not unreasonably withhold its
consent to an extension of such time if corrective action is instituted by
the Member Entity within the applicable period and diligently pursued until
the default is corrected; or
(ii) the filing by such Member Entity of a case in bankruptcy, or the subject of
any right or interest of such Member Entity under this Agreement to any
execution, garnishment or attachment, or, adjudication of such Member
Entity as a bankrupt, or assignment by such Member Entity for the benefit
of creditors, or the entry by such Member Entity into an agreement of
composition with creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Member Entity in any
proceedings instituted under the provisions of the federal bankruptcy
code, as amended, or under any similar act which may hereafter be
enacted.
(c) When a Member Entity has been determined by the Authority to be in default
under the terms of the Agreement, the Member Entity shall be given written notice of such
default and shall be required to cure such default within ten (10) calendar days of receipt of such
notice. If such default is not cured within the time prescribed herein, said Member Entity will be
suspended from the Program and Coverage shall be terminated during the period of
suspension, which shall be effective, without the need for a meeting of the Board of the
Authority, at 12:01 a.m. on the 30th day after notice of termination has been received by the
MMIA EB Program Agreement, July 1, 2009 Page 9
Member Entity. Such period of suspension shall continue until the conditions of termination or
expulsion have been met, at which time the defaulting Member Entity's participation in the
Program shall be immediately terminated without a meeting.
(d) In the event the Chief Executive Officer has determined that the Member Entity
has engaged in conduct that warrants expulsion other than a default under this Agreement, the
Chief Executive Officer shall file a written report with the Board of Directors. Said report shall
contain a summary of the facts and the recommendations regarding continued membership
status. A copy of the report shall be served by mail to the Member Entity along with a Notice of
Meeting of the Board of Directors. Said Notice of Meeting shall include the place, date and time
of the meeting. At its discretion, the Board of Directors may submit written questions to the
Member Entity, written answers to which must be mailed to the Chief Executive Officer no later
than seven (7) calendar days prior to the date of the meeting. A Member Entity objecting to the
report and recommendations of the Chief Executive Officer shall submit a written statement to
the Board of Directors setting out in detail the basis for the objection and any other information
the Member Entity desires to submit. Said statement must be mailed to the Chief Executive
Officer no later than seven (7) calendar days prior to the meeting. The Board of Directors shall
meet at the time and place designated in the Notice of Meeting. The Member Entity shall be
entitled to be represented at the meeting and present an oral statement and other information.
Following the meeting, the Board of Directors shall affirm, modify, or reject the recommendation
of the Chief Executive Officer. The Board of Directors shall have the authority:
(i) to place a Member Entity on probation, the terms and duration of which it
shall determine;
(ii) to suspend a Member Entity from Coverage; or
(iii) to expel a Member Entity from the Program.
A copy of the Board of Directors' decision shall be served by mail on the Member
Entity. In the event that the Board of Directors votes to suspend or terminate membership, such
suspension or termination shall not take place for at least thirty (30) days after the Member
Entity has received notice of the suspension or termination. The duration of the notice period
shall be determined by the Board.
A Member Entity whose participation in the Program is to be terminated or who is
expelled from the Program pursuant to this Section 5.5 shall be deemed to be suspended from
the Program and Coverage under the Program shall be terminated during the period of
suspension, which shall be effective at 12:01 a.m. on the 30th day after notice of termination or
expulsion has been received by the Member Entity. Such period of suspension shall continue
until the conditions of termination or expulsion have been met, at which time the Member
Entity's participation in the Program shall be immediately terminated.
5.6. Damages related to Suspension from, Termination of, or Expulsion from
Program. In no event shall involuntary termination or expulsion release a Member Entity of its
obligation to pay damages resulting from default under the term of this Agreement.
5.7. No Remedy Exclusive. No remedy conferred herein upon or reserved to the
Authority is intended to be exclusive and every such remedy shall be cumulative and shall be in
addition to every other remedy given under this Agreement or now or hereafter existing at law or
in equity, including, but not limited to the right by mandamus or other suit or proceeding at law
or in equity to enforce his rights against the Member Entity and to compel the Member Entity to
MMIA EB Program Agreement, July 1, 2009 Page 10
perform and carry out its duties under this Agreement. No delay or omission to exercise any
right or power accruing upon any default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle the Authority to exercise any
remedy reserved to it in this Article it shall not be necessary to give any notice, other than such
notice as may be required in this Article or by law.
SECTION 6: WITHHOLDING, OVERDUE PAYMENTS AND ABATEMENT
6.1. No Withholding. Notwithstanding any dispute between the Authority and a
Participant, including a dispute as to the scope or nature of Coverage provided by the Authority
or the availability of amounts in the Program Operations Fund to pay Claims made against any
Participant, or for any other reason (other than the termination of the obligation to pay
Assessment pursuant to Section 4.1 hereof), the Member Entity shall appropriate funds
sufficient to pay and shall make all Assessment payments when due and shall not withhold any
Assessment payments pending the final resolution of such dispute.
6.2. Rate on overdue Payments. In the event a Member Entity fails to make any of
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the Member Entity until the amount in default shall have been fully paid, and in addition to any
remedies available with respect to such default, the Member Entity agrees to pay the same with
interest or penalty thereon, at a rate or rates to be established by the Authority, from the date
such amount was originally payable.
6.3. Abatement. There shall be no abatement of Assessment payments.
SECTION 7: AGREEMENTS WITH SERVICE PROVIDERS
7.1. Agreements with Service Providers. The Board of Directors may approve
agreements with various service companies to perform such services as may be reasonably
necessary for the operation of the Program.
SECTION 8: INDEMNIFICATION AND RELEASE OF PROVIDER; DISCLAIMER
8.1. Release and Indemnification Covenants. Each Member Entity shall and hereby
agrees to indemnify and save the Authority and all other Member Entities harmless from and
against all claims, losses and damages, including legal fees and expenses, arising out of (1) its
breach or default in the performance of any of its obligations under this Agreement or (ii) its act
or negligence or that of any of its agents, contractors, servants, employees or licensees with
respect to the Coverage. No indemnification is made under this Section or elsewhere in this
Agreement for claims, losses or damages, including legal fees and expenses, arising out of the
willful misconduct, negligence, or breach of duty under this Agreement by the Authority, its
officers, agents, employees, successors or assigns.
MMIA EB Program Agreement, July 1, 2009 Page 11
8.2. Disclaimer. THE AUTHORITY MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE ADEQUACY OF THE
COVERAGE FOR THE NEEDS OF THE MEMBER ENTITIES.
SECTION 9: MISCELLANEOUS
9.1. Agreement to Pay Attorneys' Fees and Expenses. In the event either party to
this Agreement should default under any of the provisions hereof and the nondefaulting party
should employ attorneys or incur other expenses for the collection of moneys or the
enforcement of performance or observance of any obligation or agreement on the part of the
defaulting party contained herein, the defaulting party agrees that it will on demand therefore
pay to the nondefaulting party the reasonable fees of such attorneys and such other expenses
so incurred by the nondefaulting party awarded to the nondefaulting party by a court of
competent jurisdiction.
9.2. No Additional Waiver Implied by One Waiver. In the event any covenant
contained in this Agreement should be breached by either party and thereafter waived by the
other party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.
9.3. Notices. All notices, bonds or other communications required to be given under
the terms of this Agreement hereunder shall be sufficiently given and shall be deemed to have
been received five business days after deposit in the United States mail in certified form,
postage prepaid, to the Member Entities, the Authority at the following addresses:
If to the Member Entity: The City or Town Clerk
(please fill in) At the address of the City or Town
As maintained in the official records of the Authority
If to the Authority: MONTANA MUNICIPAL INTERLOCAL AUTHORITY
PO Box 6669
Helena, MT 59604-6669
The Authority and Member Entities, by notice given hereunder, may designate different
addresses to which subsequent notices, bonds or other communications will be sent.
9.4. Binding Effect. This Agreement shall inure to the benefit of and shall be binding
upon the Authority and the Member Entities and their respective successors and assigns.
9.5. Enforceability. This Agreement is enforceable by the Authority, and the Member
Entities of the Program.
9.6. Severability. In the event any provision of this Agreement shall be held invalid or
unenforceable by a court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
9.7. Further Assurances and Corrective Instruments. The Authority and the Member
Entities agree that they will, from time to time, execute, acknowledge and deliver, or cause to be
MMIA EB Program Agreement, July 1, 2009 Page 12
executed, acknowledged and delivered, such supplements hereto and such further instruments
as may reasonably be required for correcting any inadequate or incorrect description of the
Coverage hereby provided or intended so to be or for carrying out the expressed intention of
this Agreement.
9.8. Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
9.9. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Montana.
9.10. Amendments. This Agreement maybe amended by the affirmative vote of the
Board of Directors of the Authority and an affirmative vote of a majority of the then -current
Member Entities in good standing of the Program; and, such amendment shall be binding upon
all the Member Entities of the Program.
9.11. Effective Date. This Agreement shall be effective as of 12:01 am July 1, 2009.
MMIA EB Program Agreement, July 1, 2009 Page 13
MONTANA MUNICIPAL INTERLOCAL AUTHORITY
EMPLOYEE BENEFITS
PROGRAM AGREEMENT
Dated as of J U LY 17 2009
Signature Page
IN WITNESS WHEREOF, The Authority has caused this Agreement to be executed in
its name by its duly authorized officers;
MONTANA MUNICIPAL INTERLOCAL AUTHORITY
as Authority
By
Chief Executive Officer
Date Signed
and the Member Entities have caused this Agreement to be executed in its name by its duly
authorized officers, as of the date first above written.
City of
as Member Entity
Address
By
Its
Date Signed
ATTEST:
City Clerk
MMIA EB Program Agreement, July 1, 2009 Page 14