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HomeMy WebLinkAboutResolution # 3825 - administrative services agreement with health allianceRESOLUTION NO. ~R~S A RESOLUTION APPROVING AN ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE CITY OF CANTON AND HEALTH ALLIANCE, AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AND DELIVER SAID AGREEMENT ON BEHALF OF THE CITY OF CANTON, ILLINOIS. WHEREAS, the Finance Committee of the City of Canton has determined that it is necessary and in the best interest to enter into an agreement with Health Alliance to administer the City's dental plan as set forth in Exhibit A attached hereto and incorporated herein; and, WHEREAS, the City Council of the City of Canton has made a similar determination. NOW, THEREFORE, BE IT RESOLVED by the Mayor and the City Council of the City of Canton, Illinois, as follows: 1. That the Agreement attached hereto and incorporated herein as Exhibit A was hereby approved by the Canton City Council. 2. That the Mayor and City Clerk of the City of Canton, Illinois are hereby authorized and directed to execute and deliver said Agreement on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval of the Mayor thereof. PASSED by the City Council of the City of Canton, Illinois at a regular meeting this ~~.. ~ day of Septanber , 2007 upon a roll call vote as follows: AYES: Aldeztnen I,ewi.s, Straxxlberg, Nfeade, Nidiffer, West, Sarff, Berardi. NAYS: None. ABSENT: Alderrnaxi Schenck. APPROVED: odney . Heinze, Mayo ATTEST: ~' ~ ~ ' 4.,C ~~^ ~ ~~i~ Nancy ites, City Clerk ADMINISTRATIVE SERVICES AGREEMENT THIS AGREEMENT is made and entered into this I" day of May, 2007 by and between Health Alliance Medical Plans, Inc., an Illinois corporation ("Health Alliance") and City of Canton ("Plan Administrator"). WHEREAS, Health Alliance is validly organized, duly authorized and licensed as a third party administrator and preferred provider administrator under Illinois statutes; and WHEREAS, the Plan Administrator, in its capacity as Plan sponsor, has established the employee welfare benefit plan described in Exhibit " 3" of this Agreement ("Plan") for certain eligible Covered Persons; and WHEREAS, the Plan Administrator has requested Health Alliance to act as its agent with regard to certain administrative services and payment of Plan benefits for Covered Services. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the above-mentioned recitals, which are incorporated herein by this reference, and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties hereto agree as follows: PARTI DEFINITIONS The words and terms set forth below which are not otherwise defined will have the following meanings: 1.1 "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations there under. 1.2 "Covered Person" means a Participant, eligible Dependent or qualified beneficiary under COBRA who elects coverage under the Plan and properly enrolls in accordance with the procedures established by the Plan Administrator or its delegate. 1.3 "Covered Services" means those Health Care Services for which the Plan is obligated to pay benefits to or for Covered Persons pursuant to the terms, conditions and limitations set forth in the Summary Plan Description/Plan Document. 1.4 "Designated Record Set" means enrollment, payment, claims adjudication, and case or medical management or disease management records maintained by a Health Alliance or Plan Administrator; or records used in whole or in part by Health Alliance or Plan Administrator to make decisions about a Covered Person. For purposes of this definition, the term "record" means any item, collection or grouping of information that includes Protected Health Information and is maintained, collected, used or disseminated by or for Health Alliance or Plan Administrator. 1.5 "Employee" means an employee of the Employer who is a member of a group or classification of employees to whom benefits under the Plan have been extended and continue to be extended by designation of the Employer. 1.6 "Employer" means City of Canton and the Plan Sponsor. ASO-1 City of Canton ,' 1.7 "Health Care Services" means the dental services provided by a licensed provider. 1.8 "Participant" means an eligible Employee, Retired Employee or a former Employee who is a qualified beneficiary under COBRA who elects coverage under the Plan and properly enrolls in accordance with the procedures established by the Plan Administrator or its delegate. 1.9 "Protected Health Information" means all individually identifiable health information transmitted or maintained by Health Alliance or Plan Administrator regardless of form. 1.10 "Summary Plan Description/Plan Document" means the written Plan description and any amendment thereto and provided to Employees. The document will contain all information required in a manner calculated to be understood by the average Participant and be sufficiently accurate and comprehensive to reasonably apprise such Participants of their rights and obligations under the Plan. PART II PLAN BENEFITS 2.1 The Plan benefits subject to this Agreement are dental benefits. PART III PLAN ADMINISTRATOR RESPONSIBILITIES 3.1 The Plan Administrator represents that it is the Plan fiduciary having authority to control and manage the operation and administration of the Plan. Except as otherwise specifically provided herein, the Plan Administrator retains all liabilities under the Plan and Health Alliance neither insures nor underwrites any such liability of the Plan Administrator. In performing its obligations under this Agreement, with respect to the Plan Administrator, Health Alliance acts only as the provider of the services described in this Agreement and, with respect to Covered Persons, acts only as the agent of the Plan Administrator. 3.2 The Plan Administrator will pay Health Alliance's charges for services performed under this Agreement as set forth in the Schedules attached to this Agreement and any sales or use tax, premium tax or any similar benefit-related or Plan-related charge, surcharge or assessment, however denominated, which may be imposed by any governmental authority. Health Alliance has the right to change the charges: a. on the date a significant change is made in the Plan; or b. on the date the number of Employees covered by the Plan has changed by twenty-five percent (25%) or more since the date the then-current charges were effective. A grace period of thirty-one (31) days without interest will be allowed for the payment of every charge due and payable after the effective date. Failure of the Plan Administrator to pay any charge within the grace period will result in the automatic termination of this Agreement at the end of the grace period. The Plan Administrator will remain liable to Health Alliance for charges that are due and unpaid as of the date of termination. ASO-2 City of Canton 3.3 The Plan Administrator will provide funds for the payment of Plan benefits for Covered Services, and the Plan Administrator will comply in all respects with the funding procedures as set forth in Exhibit "1" of this Agreement. 3.4 The Plan Administrator will provide Health Alliance the Summary Plan Description/Plan Document needed to process, adjudicate and pay Covered Person claims under the terms of this Agreement. The Plan Administrator must notify Health Alliance in writing of any changes in the Summary Plan Description/Plan Document, no less than thirty-one (31) days prior to the effective date of the change. 3.5 The Plan Administrator will provide information to Health Alliance regarding the eligibility and entitlement of Covered Persons to receive Plan benefits in a form approved by Health Alliance to perform its functions under the terms of this Agreement. In determining any person's right to Plan benefits, Health Alliance shall rely on eligibility information provided by the Plan Administrator and will have no obligation with respect to any changes in the eligibility status of a Covered Person prior to receipt of proper notification in writing by the Plan Administrator. 3.6 The Plan Administrator acknowledges that it is solely responsible for complying with all Plan reporting and disclosure requirements imposed by the Internal Revenue Code and all other applicable federal, state and local laws. Health Alliance will have no responsibility with respect to such requirements, except to provide the Plan and the Plan Administrator, upon its reasonable request, with information in its possession that is necessary for the Plan Administrator to complete required reports. 3.7 In the event the Plan Administrator should request an audit with respect to the administration of the Plan under this Agreement, the Plan Administrator agrees to: a. Pay the Plan's auditors to perform the audit. Treat all of Health Alliance's proprietary information and all information concerning claims or claimants in a confidential manner, and to use such information only for purposes necessary for completion of the audit except where fraud is alleged. b. Health Alliance requires a minimum ten-day (10) notice of all audits. Health Alliance will pull requested documentation in preparation for the audit when appropriate notice is given. c. Allow Health Alliance to review the audit results and to include with the official audit report a supplementary statement from Health Alliance containing facts it deems pertinent to the audit. 3.8 The Plan Administrator will indemnify Health Alliance for and save Health Alliance, its directors, officers and employees harmless from and against all loss, liability, damage, expenses or other obligation including reasonable attorneys' fees and court costs, for which Health Alliance may become liable: a. for any sales or use tax, premium tax or any similar benefit-related or Plan- related charge, surcharge or assessment, however denominated, including any penalties and interest payable with respect thereto, assessed by any governmental authority against Health Alliance on the basis of and/or measured by the amount of Plan benefits administered by Health Alliance pursuant to this Agreement; as a result of any acts or omissions occurring while this Agreement is in effect ASO-3 City of Canton alleged to be a breach of fiduciary duty; c. arising in connection with payment of Plan benefits and administrative services performed under this Agreement; d. arising out of any claim, legal action or proceeding instituted by any third party regarding unclaimed or abandoned property, or laws relating thereto, or any escheat obligations, as related to Plan benefits administered pursuant to this Agreement, including any penalties and interest payable with respect thereto; or arising from any allegation of a breach of confidentiality related to the release of confidential information to, or any improper use of such information by, the Plan Administrator or a third party. PART IV HEALTH ALLIANCE RESPONSIBILITIES 4.1 Health Alliance will receive and adjudicate properly submitted claims for payment of Covered Services received during the contract period and disburse benefit payments and provider authorizations to the persons entitled thereto that it determines to be due in accordance with the terms of the Plan. 4.2 Health Alliance will perform or retain services of a vendor to perform certain identification and follow-up recovery services in connection with claims adjudicated or paid which may be eligible for reimbursement to the Plan under workers' compensation, subrogation, personal injury laws, third party liability laws and coordination of benefits. Plan reimbursement will be net of the vendor's fee for any such services. 43 Health Alliance will notify any Covered Person whose request for payment of Covered Services it denies in whole or in part of the reasons for the denial, and of that Covered Person's rights to have the denial reviewed in the manner and within the time limits then required by the Plan. 4.4 Plan Administrator, acting as Plan fiduciary, reserves to itself the authority and responsibility to make a full and fair review of each claim denial and to notify the claimant in writing of its decision on review in accordance with the requirements of the Plan relating thereto. Plan Administrator acknowledges that this reservation of authority is reflected in the Summary Plan Description/Plan Document. 4.5 Health Alliance will provide the Plan Administrator services and assistance in connection with the design and development of the Plan, initially and in connection with Plan revisions. Service and assistance includes: underwriting and actuarial services; estimates of initial Plan costs; cost projections of any proposed Plan revisions; and dra8ing and printing of the Summary Plan Description/Plan Document. 4.6 Health Alliance will provide to the Plan Administrator the following: a. Reports regarding the Plan as agreed to by the Plan Administrator and Health Alliance as set forth in Exhibit " 2" of this Agreement. Upon request, Health Alliance will provide ad hoc reports at a fee to be determined based on the number of hours required for completion. A minimum $500 fee per Plan year will be charged per ad hoc report. ASO-4 City of Canton Administrative forms needed to facilitate the performance of the Health Alliance duties pursuant to this Agreement. c. Current listings of Covered Persons based on enrollment and disenrollment information provided by the Plan Administrator. 4.7 In the event the Plan Administrator should request an audit with respect to the administration of the Plan under this Agreement, Health Alliance agrees to: a. Allow the Plan Administrator's auditors to examine Health Alliance's records and transactions used to perform the administrative services under this Agreement at any time during the normal business hours of Health Alliance, provided that at least ten (10) days prior notice in writing has been given by the Plan Administrator of its intent to audit Health Alliance's records. b. Allow the Plan Administrator or any third party representative chosen by the Plan Administrator, other than a representative whose action would be considered to be a conflict of interest by Health Alliance, to perform portions of the audit on site in Health Alliance's claims processing and accounting locations. 4.8 Health Alliance will credit to the Plan administrative fees in Schedule "A" of this Agreement for Participants whose Plan enrollment terminated up to ninety (90) days prior to the date of notification of termination. Health Alliance will not credit administrative fees beyond ninety (90) days prior to the date of notification for retroactive terminations. 4.9 In the event a Covered Person's Plan enrollment is retroactively terminated by the Plan Administrator effective more than 90 days prior to Health Alliance's receipt of notice of such termination, Health Alliance will attempt to recover Plan benefits paid for Covered Services received by the Covered Person after the effective date of termination but not more than one year prior to Health Alliance's receipt of the notice thereof. 4.10 Health Alliance will maintain errors and omissions coverage during the term of this Agreement with liability limits not less than $1,000,000. Health Alliance will also maintain comprehensive general and professional liability insurance, at minimum limits of $1,000,000 per occurrence and $3,000,000 annual aggregate of all claims. 4.11 Health Alliance will indemnify the Plan Administrator and save it harmless from and against all claims, lawsuits, settlements, judgments, costs, penalties and expenses, including attorneys' fees, with respect to this Agreement resulting from or arising out of the gross negligence or the dishonest, fraudulent or criminal acts of Health Alliance or its employees, acting alone or in collusion with others. PART V CONFIDENTIALITY 5.1 Health Alliance and the Plan Administrator agree to ensure the confidentiality of all information exchanged between the Plan Administrator and Health Alliance including, but not limited to: (a) the terms of this Agreement; (b) details of the operation of administrative services, including the provider discounts; (c) financial, utilization or any other information related to the management and administration of the Plan. Information may be used in a blinded, cumulative manner by Health Alliance for general Plan ASO-5 City of Canton performance comparisons. PART VI HIPAA COMPLIANCE 6.1 The provisions of this Part VI shall supersede any conflicting or inconsistent terms of this Agreement, including all exhibits, schedules and other attachments hereto and all documents incorporated herein by reference. The parties understand and acknowledge that Health Alliance is performing services for and on behalf of the Plan pursuant to this Agreement as a "business associate" of the Plan for purposes of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the health information privacy standards promulgated there under at 45 C.F.R. Parts 160 and 164 (the "Privacy Regulations"). The parties recognize that HIPAA and the Privacy Regulations require the imposition of certain safeguards to protect the privacy of individually identifiable health information that is created or received by Health Alliance in performing services for or on behalf of the Plan pursuant to this Agreement ("Protected Health Information"). The Plan and Health Alliance will fully comply with all applicable Privacy Regulations and other applicable federal and state law respecting the privacy of health information, and hereby agree to amend this Agreement to the extent necessary to allow the Plan to comply with the Privacy Regulations, the standards for electronic transactions (45 C.F.R. Parts 160 and 162) and the security standards (45 C.F.R. Part 142) promulgated or to be promulgated under HIPAA, and to incorporate any material required to be incorporated thereby. 6.2 Health Alliance may: a. Use Protected Health Information in its possession for the proper management and administration of Health Alliance and to fulfill any of the present or future legal responsibilities of Health Alliance, provided that such uses are permitted under state and federal confidentiality laws; and b. Disclose Protected Health Information in its possession to third parties for the purpose of the proper management and administration of Health Alliance or to fulfill any of the present or future legal responsibilities of Health Alliance if (i) the disclosures are required by law, as defined in 45 C.F.R. § 164.501 or (ii) Health Alliance has received from the third party written assurances regarding the confidential handling of such Protected Health Information as required under 45 C.F.R.§164.504(e)(4)(ii). 6.3 With regard to its use and disclosure of Protected Health Information, Health Alliance's obligations are to: a. Use and disclose the Protected Health Information only as required to satisfy its obligations under this Agreement and as permitted by this Part VI or as otherwise required by law. Use commercially reasonable efforts to maintain the security of the Protected Health Information to prevent its use or disclosure other than as provided for in this Part VI. c. With respect to Protected Health Information in a Designated Record Set, have responsibility for responding to requests to access such Protected Health Information by a Covered Person. Plan Administrator delegates to Health ASO-6 City of Canton Alliance the authority to determine on behalf of Plan Administrator whether to deny access to such requested Protected Health Information. d. Promptly after receipt of a request from a Covered Person (whether made directly to Health Alliance or through Plan Administrator) to access Protected Health Information in a Designated Record Set, respond to the request in the time and manner required under 45 C.F.R. § 164.524. e. Upon request, make Protected Health Information in a Designated Record Set available to Covered Person on behalf of Plan Administrator for inspection and copying to enable Plan Administrator to fulfill its obligations under the Privacy Rule, including without limitation 45 C.F.R. § 164.524. With respect to Protected Health Information in a Designated Record Set, Health Alliance will have responsibility for responding to requests to amend such Protected Health Information by a Covered Person. Plan Administrator delegates to Health Alliance the authority to determine on behalf of Plan Administrator whether to deny a requested amendment to such Protected Health Information. £ Promptly after receipt of a request from a Covered Person (whether made directly to Health Alliance or through Plan Administrator) to amend Protected Health Information in a Designated Record Set, respond to the request in the time and manner required under 45 C.F.R. § 164.526. g. Upon request, make Protected Health Information in Designated Record Set available to Plan Administrator for amendment to enable Plan Administrator to fulfill its obligations under the Privacy Rule, including without limitation 45 C.F.R. § 164.526. h. Document disclosures of Protected Health Information and information related to such disclosures as required by and in accordance with 45 C.F.R. § 164.528. i. Promptly after receipt of a request from a Covered Person (whether made directly to Health Alliance or through the Plan Administrator), respond to the request for an accounting of disclosures in the time and manner required under 45 C.F.R. § 164.528. j, Upon request, make Protected Health Information in a Designated Record Set available to Plan Administrator to provide an accounting of disclosures to enable Plan Administrator to fulfill its obligations under the Privacy Rule, including without limitation 45 C.F.R. § 164.528. k. Handle Covered Person requests for privacy protection for Protected Health Information pursuant to the requirements of the Privacy Regulations at 45 C.F.R. § 164.522. 1. Promptly report to the Plan Administrator, in writing, any use or disclosure of the Protected Health Information that is not permitted by this Part VI of which Health Alliance becomes aware. m. Require all Health Alliance subcontractors and agents to which it provides the Protected Health Information to agree, in writing, to adhere to the same restrictions and conditions on the use and disclosure of Protected Health Information as apply to Health Alliance pursuant to this Part VI. ASO-7 City of Canton n. Make available all Health Alliance's records, books, agreements, policies and procedures relating to the use and disclosure of the Protected Health Information to (i) Plan for purposes of enabling the Plan Administrator to determine Health Alliance's compliance with the terms of this Part VI and (ii) the Secretary of the U.S. Department of Health and Human Services for purposes of determining the Plan's compliance with the Privacy Regulations, subject to attorney-client and other applicable legal privileges. o. Within 30 days after termination of this Agreement, Health Alliance agrees to return or destroy all the Protected Health Information it then maintains pursuant to 45 C.F.R.§164.504(e)(2)(I), if feasible to do so, and unless otherwise prohibited from doing so by state or federal law and/or regulation requiring the maintenance of certain documents containing Protected Health Information. If it is infeasible for Health Alliance to return or destroy said Protected Health Information, Health Alliance shall provide Plan with written notification including a statement that Health Alliance has determined that it is infeasible to return or destroy the Protected Health Information in its possession, and the specific reasons for such determination. Health Alliance further agrees to extend any and all protections, limitations and restrictions contained in this Part VI to its use and/or disclosure of any Protected Health Information retained after the termination of this Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the Protected Health Information infeasible. 6.4 With regard to its use and/or disclosure of Protected Health Information, the Plan's obligations are: a. The Plan Administrator agrees to provide Health Alliance with a copy of the notice of privacy practices that the Plan shall provide to Participants in accordance with 45 C.F.R. § 164.520, as well as of any changes to such notice. b. The Plan Administrator agrees to provide Health Alliance with notice of any changes in, or revocation of, a consent or authorization to use or disclose Protected Health Information made by a party from whom Protected Health Information was obtained by the Plan or Health Alliance, if such changes affect Health Alliance's permitted or required uses and disclosures, within one business day following the change or revocation. c. The Plan Administrator agrees to notify Health Alliance of any restriction on the use or disclosure of Protected Health Information that the Plan has agreed to in accordance with 45 C.F.R.§164.522, within one business day following such agreement. d. The Plan Administrator shall not request Health Alliance to use or disclose protected Health Information in any manner that would not be permissible under the Privacy Regulations if done by the Plan. 6.5 The Plan Administrator acknowledges and agrees on behalf of the Plan that the Privacy Regulations allow the Plan to permit Health Alliance to disclose or provide access to Protected Health Information, other than "summary health information"(as defined in 45 C.F.R. § 164.504) and Plan enrollment information, to only those employees or other persons under the control of the Plan Sponsor who are identified by name or position in the Plan documents as the persons who are to be given access to Protected Health Information solely to carry out the particular Plan administration functions that the Plan ASO-8 City of Canton Sponsor performs for the Plan. The Plan hereby warrants and represents that it has received the Plan Sponsor's certification that the Plan documents have been amended to incorporate, and the Plan Sponsor agrees to, the provisions required by the Privacy Regulations as a precondition to disclosure of Protected Health Information to the Plan Sponsor. Accordingly, notwithstanding any other terms and conditions of this Agreement, to the extent that the fulfillment of its obligations under this Agreement requires Health Alliance to disclose or provide access to Protected Health Information to the Plan Sponsor or any employee or other person under the control of the Plan Sponsor, Health Alliance shall make such disclosure of or provide such access to Protected Health Information only as follows: a. Health Alliance shall disclose summary health information to any employee or other person under the control of the Plan Sponsor upon such person's written request on behalf of the Plan Sponsor for the purpose of obtaining premium bids for the provision of health insurance, HMO or stop-loss coverage for the Plan or modifying, amending or terminating the Plan; and Health Alliance shall disclose or make available Protected Health Information, other than summary health information, at the direction of the Plan to only the following employees or other persons under the control of the Plan Sponsor identified in the Plan documents solely for the purpose of carrying out the Plan administration functions that the Plan Sponsor performs for the Plan: City TreasurerBudget Officer 6.6.1 With regard to security of Electronic Protected Health Information, Health Alliance's obligations are to: a. Implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic Protected Health Information that it creates, receives, maintains or transmits on behalf of the Plan as required by the Security Rule. b. Ensure that any agent, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect it. c. Promptly report to the Plan Sponsor any Security Incident, with respect to electronic Protected Health Information, of which it becomes aware. d. Authorize termination of the contract by the covered entity if the covered entity determines that the business associate has violated a material term of the contract. PART VII RESPONSIBILITY FOR PROVISION OF SERVICES 7.1 Health Alliance does not nor does it intend to, engage in the performance or delivery of medical, hospital or other types of health care. Nothing herein will be construed to imply that Health Alliance, its officers, directors, employees or agents are engaged in the practice of medicine or other health care professions related thereto. Any determination under a preauthorization program, if any, or quality assurance or utilization management program or respecting what is "medically necessary" for purposes of determining ASO-9 City of Canton reimbursement under this Agreement is expressly recognized as not interfering with any determination by providers of medical and hospital services with respect to the medical needs and the appropriate treatment of a Covered Person. PART VIII PLAN ADMINISTRATOR LIABILITY 8.1 Health Alliance does not insure nor underwrite the liability of the Plan Administrator under the Plan. The Plan Administrator retains the ultimate responsibility for claims made pursuant to the Plan and ultimate liability related to excess loss filing and exposure. The Plan Administrator is responsible for all expenses incident to the Plan except any expenses that this Agreement expressly states will be borne by Health Alliance. PART IX HEALTH ALLIANCE LIABILITY 9.1 Health Alliance will use reasonable care and due diligence in the exercise of its powers in the performance of its duties under this Agreement. Health Alliance will not be liable for any mistake of judgment or other actions taken in good faith. 9.2 In the event Health Alliance makes an incorrect payment pursuant to this Agreement, which is a result of the failure of Health Alliance to exercise reasonable care in making the payment (e.g., clerical error in the issuance of a draft), Health Alliance will be liable for its mistake. However, if the incorrect payment is the result of incorrect or incomplete information provided by the Plan Administrator to Health Alliance, Health Alliance will not be liable for the incorrect payment. The Plan Administrator and Health Alliance will make a diligent effort to recover any incorrect excess payment made. Health Alliance is not required to institute any court proceedings. PART X RESOLUTION OF DISPUTES 10.1 For purposes of this Section, "Dispute" means any dispute or claim between the Plan Administrator and Health Alliance arising out of or related to the interpretation or application of this Agreement or breach thereof. 10.2 Resolution of disputes will be subject to good faith negotiation between the parties. The complaining party will notify the other party in writing of such dispute, and the parties will attempt to resolve the dispute within ninety (90) days of the date of such notice or within such time as is mutually agreed upon by the parties in writing. In the event the dispute cannot be settled by the mutual cooperation of the parties, the dispute will be referred to an independent review organization identified by a nationally recognized board or association. The parties hereto will be legally bound by the outcome of any such appeal. PART XI TERM AND TERMINATION 11.1 The effective date of this Agreement is May 1, 2007. ASO-10 CityoFCanton 11.2 When executed by both parties, this Agreement will be effective as of the date set forth above and will continue in effect unless otherwise amended or terminated. 11.3 This Agreement may be terminated with or without cause by a party at any time upon providing the other party ninety (90) days prior written notice. 11.4 This Agreement may be terminated by either party for cause by giving thirty-one (31) days notice to the other party in writing of such intention to terminate the Agreement. For purposes of this Section 13.4, "cause" is defined as an intentional or willful violation of any of the provisions of this Agreement by a party or failure to abide by all applicable state and federal laws and regulations that pertain to it. The party seeking to terminate this Agreement for cause must specify in writing to the other party the nature of the cause that is the basis for its termination. 11.5 In the event either party to this Agreement becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or its assets or avails itself of, or becomes subject to, any proceeding under the Federal Bankruptcy Act, or any statute of any state relating to insolvency or the protection or rights of creditors, or becomes subject to rehabilitation, then, at the option of the other party, this Agreement will terminate and be of no further force and effect. 11.6 The parties will cooperate with each other to resolve promptly any outstanding financial or administrative issues upon termination of this Agreement. PART XII INDEPENDENT CONTRACTOR 12.1 Except as otherwise specifically stated in this Agreement, each party is acting as an independent contractor and not as the agent, employee, partner or co-venturer of the other party. 12.2 Health Alliance will not be considered to be the Plan Administrator, a fiduciary or trustee of the Plan. PART XIII OTHER PERSONS NOT A PARTY 13.1 No person will have any rights under this Agreement unless he or she is a party hereto. This Agreement is not intended to, and will not, create any rights in any person, including a Covered Person, who is not a signatory hereto. The covenants, undertakings and agreements set forth in this Agreement will be solely for the benefit of, and will be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder. PART XIV AMENDMENTS AND ASSIGNMENTS 14.1 Except as otherwise expressly set forth herein, this Agreement will not be amended, altered, changed or assigned at any time without the express written consent of each of the parties hereto and any such amendments of this Agreement will be by written amendment signed by each of the parties and made a part of this Agreement. The ASO-11 City of Canton foregoing notwithstanding, Health Alliance will have the right to amend this Agreement upon thirty-one (31) days notice to the Plan Administrator in order to conform to the terms and provisions hereof to applicable state and federal law. 14.2 The specific duties and obligations of the parties as set forth in this Agreement will not be assigned or transferred to other persons or entities without the express written consent of each of the parties hereto, which written consent will not be unreasonably withheld. PART XV TRADEMARKS AND SYMBOLS 15.1 The Plan Administrator and Health Alliance reserve the right to control the use of their respective symbols, trademarks and service marks, presently existing or subsequently established. The Plan Administrator and Health Alliance agree not to use words, symbols, trademarks, service marks and other devices, including the corporate name of the other party in advertising, promotional materials or otherwise without the prior written consent of the other party. The Plan Administrator and Health Alliance will cease any previously approved usage immediately upon termination of this Agreement. The Plan Administrator and Health Alliance further agree that any advertising, promotional materials or otherwise which include the name of the Plan Administrator or Health Alliance, are the property of the appropriate namesake and will be returned to the appropriate property owner either upon request or at termination of this Agreement. PART XVI APPLICABLE LAW 16.1 This Agreement shall be subject to and construed under the laws of the State of Illinois. PART XVII NOTICES 17.1 Any notice required under the terms of this Agreement will be sent by United States mail with postage prepaid, return receipt requested and addressed as follows: Health Alliance Medical Plans, Inc. City of Canton Chief Executive Officer City TreasurerBudget Officer 301 South Vine Street 2 North Main Street Urbana, Illinois 61801-3347 Canton, Illinois 61520 and any such notice will be effective upon the earlier of receipt by the party to which it is addressed or three (3) days after notice is sent. 17.2 Parties may change the address to which notices are to be sent by providing notice pursuant to this section. PART XVIII REFERENCES AND SECTION HEADINGS 18.1 Any reference to the singular will include reference to the plural and vice versa. Section headings are intended for purposes of description only and will not be used for purposes ASO-12 City of Canton of interpretation of this Agreement. PART XIX SEVERABILITY AND SUPERVENING LAW 19.1 The invalidity or unenforceability of any term or provision of this Agreement will not impair or affect any other provision hereof which will remain in full force and effect. The parties recognize that this Agreement at all times is to be subject to applicable state, local and federal law. Any provisions of the law that invalidate, or otherwise are inconsistent with, the terms of this Agreement or that would cause one or both of the parties to be in violation of law, will be deemed to have superseded such terms of this Agreement, provided however, that the parties will exercise their best efforts to accommodate the terms and intent of this Agreement to the greatest extent possible consistent with the amended requirements of law. PART XX SURVIVAL 20.1 Provisions contained in this Agreement that by their sense and context are intended to survive completion of performance or termination of this Agreement shall so survive. PART XXI ENTIRE CONTRACT 21.1 This Agreement and the attached Schedules and Exhibits, which are incorporated herein by this reference, constitute the entire contract between Health Alliance and the Plan Administrator. This Agreement supersedes any and all previous oral and written agreements between the parties relating to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first appearing above. HEALTH ALLIANCE MEDICAL PLANS, INC. CITY OF CANTON By: Date: Its: Attest: By: Date: Its: Attest: ASO-13 City of Canton CITY OF CANTON SCHEDULE "A" COMPENSATION TERMS PLAN YEAR May 1, 2007-April 30, 2008 1. Plan Administrator will pay Health Alliance the following fee per Employee per month (PEPM) within thirty-one (31) days from the date of invoice: Dental Claims Administration $~PM a~So K~ 2. Health Alliance will cover the costs of printing for the following standard materials: Summary Plan Description/Plan Document, amendments, cover letter, identification cards, Plan highlights and enrollment applications. The Plan Administrator is responsible for the cost of postage for mailings that include the Summary Plan Description/Plan Document. 3. The Plan Administrator will reimburse Health Alliance its printing and/or postage costs, plus twenty percent (20%), for any special printing or mailing for the Plan, except for the items specified in number 2 above. 4. In the event a Covered Person's Plan enrollment is retroactively terminated by the Plan Administrator effective more than 90 days prior to Health Alliance's receipt of notice of such termination, Health Alliance will attempt to recover funds paid for up to one year under the terms of this Agreement at a collection fee of twenty percent (20%) of recoveries. Eighty percent (80%) of recoveries will be reimbursed to Plan Administrator on the funding invoice. 5. Plan Year means May 1, 2007 through April 30, 2008. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year appearing below. HEALTH ALLIANCE MEDICAL PLANS, INC. CITY OF CANTON By: Date: Its: Attest: By: Date: Its: Attest: ASO-14 City of Canton EXHIBIT "1" FUNDING PROCEDURES The Plan Administrator will pay for Covered Services as follows: Health Alliance will make benefit determinations and prepare a funding invoice on a weekly basis for dental claims. The Plan Administrator will be informed via facsimile with supporting documentation of the amount due for claims payment. 2. Health Alliance will automatically draw down funds from the Employer's bank account and deposit such funds into the Health Alliance account at the Busey Bank in Urbana, Illinois. Health Alliance will not release provider or Participant payments until Health Alliance has sufficient funds from the Plan Administrator in the account at Busey Bank to cover such payments. Illinois law requires prompt payment of clean claims within thirty (30) days of receipt. If Plan Administrator fails to cover payments as required above, Plan Administrator will be responsible for payment of any interest due providers for late payment. ASO-15 City of Canton EXHIBIT " 2" THIRD PARTY ADMINISTRATIVE SERVICES Health Alliance will provide the following Third Party Administrative services: Administrative Services Benefit design consultation " Drag and print approved Summary Plan Description/Plan Document Print and distribute standard identification cards Communications Client Services Representative Toll-free telephone line for Covered Persons Process enrollment applications Provide operational forms and standard letters Maintenance of records Provide HIPAA Certificates of Creditable Coverage Manage requests for accessing and amending Protected Health Information Track and provide an accounting of disclosures as required under the Privacy Regulations of HIPAA 2. Accounting Services Assist with banking arrangements Fund account reconciliation Claims/Premium Administration Claims processing and adjudication (Dental) Explanation of benefits (EOB) form Quality control and claims audit Coordination of benefits (COB) >$0 Third party liability/subrogation recovery Fees apply based on a percent of recovery Payment of claims with remittance advice electronically or in paper format Provide detailed monthly billing for administrative services 4. Reporting Weekly Claims Funding Invoice Weekly Check Register Monthl Aggregate Monthly Paid Claims Report Monthly Premium Invoice Plan Administrator Overrides Report uarterl Aggregate Monthly Paid Claims Report Aggregate Not Covered Savings Report Aggregate Paid Claims Trail Report Aggregate Utilization Report Benchmark Utilization Report Additional reports are available upon request. The minimum fee is $500 per report per Plan year. ASO-16 City of Canton EXHIBIT " 3" SUMMARY PLAN DESCRIPTION/PLAN DOCUMENT ASO-17 City of Canton