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HomeMy WebLinkAboutResolution # 3824RESOLUTION NO. 3824 A RESOLUTION APPROVING A GROUP ENROLLMENT 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 health insurance products 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 G.rh day of ~ e~t~~. , 2007 upon a roll call vote as follows: AYES: Aldermen Berardi, Safff, West, Nidiffer, Meade, Strandberg, Lewis. NAYS: None , ABSENT: Alderman Schenck.. APPROVED: ti• ~ ,.. ATTEST: ~ (,~ ~, ' ~ XL`~~[i' ancy Whi s, City Clerk ,~ GROUP ENROLLMENT AGREEMENT BETWEEN Health Alliance Medical Plans, Inc. AND City of Canton Effective Period: May 1, 2007 - Apri130, 2008 HACEA-00 TABLE OF CONTENTS Section 1. General Purpose Section 2. Definitions Section 3. Obligations of Plan Sponsor Section 4. Obligations of Health Alliance Section 5. Ineligible Participants Section 6. Legal Relationship Between Parties Section 7. Rights of Parties and Members Section 8. Term and Termination of Agreement Section 9. Health Alliance Insolvency Section 10. Amendments or Assignments Section 11. Non-Discrimination Section 12. Applicable Law and Dispute Resolution Section 13. Notices Section 14. Entire Contract Section 15. Miscellaneous HAGEA-00 2 GROUP ENROLLMENT AGREEMENT THIS AGREEMENT, executed in duplicate, each of which shall be considered an original, is made and entered into between Health Alliance Medical Plans, Inc. ("Health Alliance"), an Illinois domestic stock insurance corporation, with its principal office at 301 South Vine Street, Urbana, Illinois and City of Canton at 2 N Main, Canton, IL ("Plan Sponsor"). RECITALS WHEREAS, Health Alliance is a domestic stock insurance corporation validly organized, duly authorized, and certified to do business in the State of Illinois to underwrite and issue health insurance products, including but not limited to, HMO, PPO and POS type products; and WHEREAS, Plan Sponsor employs individuals or has members ("Eligible Participants") who it desires to obtain coverage for health care services for said Eligible Participants and their Dependents from Health Alliance in accordance with the terms and conditions of the health welfare benefit plan ("Plan") established by the Plan Sponsor; and WHEREAS, Health Alliance and Plan Sponsor desire to enter into an agreement by which Plan Sponsor will make available to Eligible Participants under the Plan the option of obtaining coverage for health care services through health insurance products issued by Health Alliance. NOW, THEREFORE, in consideration of the promises, the above-stated recitals, which are incorporated herein by this reference, and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, Health Alliance and Plan Sponsor agree as follows: Section 1. GENERAL PURPOSE 1.1 The intent of this Agreement is to establish a harmonious relationship between Health Alliance and the Plan Sponsor in regard to making available to Eligible Participants the option of electing coverage for health care services under the terms and conditions of this Agreement and the health insurance products underwritten and issued by Health Alliance. Section 2. DEFINITIONS 2.1 The definitions contained in Exhibit "A" the health insurance product elected by an Eligible Participant, together with any Face Sheets, Amendments and Riders attached thereto, ("Subscription Certificate"), in effect from time-to-time and issued by Health Alliance to Eligible Participants who elect coverage under such product are incorporated herein by this reference and shall, for the purposes of this Agreement, have the same meaning and effect as set forth therein. True and correct copies of the forms of the Subscription Certificate presently in effect for HAGEA-00 the health insurance products to be offered by the Plan Sponsor to Eligible Participants under this Agreement are attached hereto and marked singularly or collectively as Exhibit "A". Section 3.OBLIGATIONS OF PLAN SPONSOR 3.1 Eligibility and Enrollment: Plan Sponsor shall make available to Eligible Participants the opportunity to elect coverage for health care services pursuant to the terms and conditions of the health insurance products issued by Health Alliance, identified in Exhibit "A" referred to in Section 2, and pursuant to the terms and conditions of the Health Alliance Eligibility and Enrollment Requirements that are attached hereto and marked as Exhibit "B" and which by this reference are incorporated herein. 3.2 Contribution Requirements: Plan Sponsor shall contribute towards the payment of the monthly premium for each Eligible Participant's coverage under the selected Subscription Certificate an amount equal to or greater than the Health Alliance minimum employer contribution referred to in Exhibit "B". Such contributions shall not financially discriminate against Eligible Participants electing coverage pursuant to the Subscription Certificate and shall be proportionately equal to Plan Sponsor's contributions for Eligible Participants who elect other plans of coverage offered by Plan Sponsor. 3.3 Remittance of Premiums: Plan Sponsor shall collect and remit to Health Alliance the full monthly premiums on behalf of any Member for coverage under the Subscription Certificate attached hereto as follows: Commencement (1) 1 sc-15cn of month (2) 16cn-31 Sc of month Payment On or before 1 Sc day of the month coverage commences. On or before 1 Sc day of the month following commencement of coverage. Coverage under the Subscription Certificate shall commence for each Member on the date specified in writing by the Plan Sponsor to Health Alliance, notwithstanding the fact that the day specified may not be the first day of a calendar month; except that no coverage will be provided for any Member who enrolled on or between the sixteenth (16cn) and the thirty-first (31St) days of a calendar month and whose Group membership is terminated on or prior to the fifteenth (15cn) day of the following month. Plan Sponsor will not be entitled to a premium refund for such terminated Member. Plan Sponsor shall collect and remit all monthly premiums for continuation coverage provided pursuant to this Agreement. Plan Sponsor shall not be obligated to remit premiums for HAGEA-00 4 continuation coverage of any Member in the event Plan Sponsor does not receive payment for the same from the Member. All premiums, including those for continuation coverage, shall be due on the first (1 S`) day of each month commencing with the effective date of this Agreement. If the premium for any Member is not paid within thirty-one (31) days after it becomes due, the Member's coverage under the Subscription Certificate shall be terminated as of that date or as otherwise maybe provided bylaw. 3.4 Termination and Premium Remittance: For a Member whose coverage under the Subscription Certificate is terminated because of termination of employment or membership, relocation outside of the HMO Service Area (if HMO coverage is elected), change in status as a Dependent, divorce or legal separation from a Member, death of a Member, becoming entitled to Title 18 Social Security Benefits, or otherwise, and the Member does not elect continuation coverage, Plan Sponsor shall not be required to collect and remit monthly premiums on behalf of such a Member, if the effective date of coverage termination occurs on or between the first (ls`) and the fifteenth (15`h) day of a calendar month. If the effective date of termination occurs on or between the sixteenth (16`'') and the thirty-first (31 S`) day of a calendar month, Plan Sponsor shall remit to Health Alliance the full monthly premium on behalf of the Member for that month. 3.5 Effective Dates of Coverage and Termination: Plan Sponsor shall, within ten (10) days of the date coverage commences and/or terminates for each Member under the applicable Subscription Certificate, send written notice to Health Alliance of the effective date of each of such events. Health Alliance shall be entitled to rely on such notice as the warranty of Plan Sponsor and its representatives concerning the effective date of commencement and termination of the Member's coverage. Plan Sponsor shall not be entitled to receive a refund of any portion of a premium paid to Health Alliance as a result of Plan Sponsor's failure to accurately notify Health Alliance, in writing, of the effective date of termination of the Eligible Participant's employment or membership. 3.6 Continuation Coverage Notice to Members: Upon the occurrence of a qualifying event, as defined in the Consolidated Omnibus Budget Reconciliation Act (COBRA"), Public Law 99-272, (29 U.S.C. Section 1161, et seq.) as amended from time-to-time, and as defined in the State of Illinois continuation coverage regulations, the Plan Sponsor shall provide to each Member notice of the Member's right to elect continuation coverage pursuant to the provisions of COBRA and/or state continuation. 3.7 Notice of Termination of Agreement: Plan Sponsor shall promptly notify Health Alliance of the occurrence of any of the following events, which constitute "causes" for termination of this Agreement under Section 8.2: (i) dissolution of the Plan Sponsor, by operation of law or otherwise; (ii) in the event of HMO coverage, Plan Sponsor withdrawing its business, or a portion thereof, from the Service Area and no longer maintaining business activities within the Service HAGEA-00 Area utilizing full-time active employees. 3.8 Continuation of Coverage For Non-Renewal of Contract After Termination of Agreement: Notwithstanding any other provision of this Agreement to the contrary, a Member's right to elect or receive continuation coverage under the terms of this Agreement shall not survive the termination of this Agreement. Continuation coverage for Members who elected such coverage prior to the termination of this Agreement shall terminate upon the effective date of the termination of this Agreement. Plan Sponsor shall provide notice to each Member who has elected continuation coverage under the terms of this Agreement of the effective date of termination and of the Members' rights to elect conversion coverage thereafter pursuant to the provisions of COBRA. 3.9 Member Non-Liability: In no event, including but not limited to, nonpayment by Health Alliance under this Agreement, Health Alliance's insolvency, or breach of this Agreement by Health Alliance, shall Plan Sponsor seek any type of payment from, bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against any Member, persons acting on the Member's behalf (other than Health Alliance), if any, for services provided pursuant to this Agreement. Section 4. OBLIGATIONS OF HEALTH ALLIANCE 4.1 Acceptance for Enrollment: Health Alliance shall accept for enrollment Plan Sponsor's Eligible Participants who meet the Eligibility Enrollment Requirements as set forth in Exhibit "B" attached hereto. 4.2.1 Health Care Services Pursuant to Subscription Certificate: Commencing with the effective date of this Agreement set forth in Section 8.1, Health Alliance shall arrange for and/or pay for covered health care services described in the Subscription Certificate issued by Health Alliance to Eligible Participants, and as amended by Health Alliance from time-to-time during the terms of this Agreement. Health Alliance's obligation to arrange for and/or pay for covered health care services under the respective Subscription Certificate shall also be subject to the limitations, Co-payments, Coinsurance or Deductible amounts and eligibility requirements set forth in Exhibit "B". 4.2.2 Health Alliance does not deliver services to Members. Health Alliance has undertaken through its various products to arrange for and/or pay for the coverage of health care services to Members and has entered into agreements with various health care providers for the purpose of providing and delivering health care services to Members entitled to such services under the terms and conditions of the Subscription Certificate. Among the provisions of these agreements is the reimbursement of the health care providers for the cost of the health care services delivered and provided to Members. Health Alliance and the health care providers are independent contractors with each responsible for the performance of their HAGEA-00 respective duties under the contracts. The decision to receive or decline any health care service is the sole responsibility of the Member, the Member's legal guardian or the Member's authorized representative. 4.2.3 For HMO Plans, Health Alliance has provided in its agreements with the providers it contracts ("Participating Providers") that in the event of Health Alliance's insolvency or other cessation of operations, the Participating Providers will provide Medically Necessary covered services to Members through the period for which a premium has been paid to Health Alliance. Participating Providers will provide Medically Necessary covered services to Members confined in an inpatient facility on the date of insolvency or other cessation of operations until their discharge. 4.2.4 For HMO Plans, Health Alliance has provided in its agreements with the Participating Providers that it will provide the Participating Providers with initial information and adequate notice of change in benefits, co-payments, and all operational policies and procedures that Participating Providers must comply as a condition of participation. 4.2.5 Plan Sponsor shall have no obligation with respect to the Subscription Certificate or with respect to the health care services described therein, except to the extent of its obligation under this Agreement. 4.3 Premium Payments: Premium payments payable each month on behalf of Members for coverage under the respective Subscription Certificate during the term of this Agreement as specified in Section 8.1, and any adjustments thereto, shall be as set forth in Exhibit "C", which is attached hereto, and by this reference is incorporated herein. 4.4 Premium Changes: Except as set forth below, Health Alliance will not increase the premiums for coverage of health care services described in the Subscription Certificate issued to an Eligible Participant pursuant to their election of coverage hereunder during the term of this Agreement. Health Alliance may, at any time upon the occurrence of one or more of the following events, increase or decrease the premiums for coverage of health care services described in the Subscription Certificate: (i) the number of Eligible Participants changes by more than 20%; or (ii) a change in federal or state law that effects the level of health care services Health Alliance is required to provide under the Subscription Certificate that results or may result in a change in the level of the cost of health care services to Health Alliance; or (iii) discovery subsequent to the date of this Agreement of information if known to Health Alliance at the time the Agreement was entered into would have materially affected the acceptance of the risk by Health Alliance. 4.5 Forms: Health Alliance shall provide Plan Sponsor with all forms necessary for its Eligible Participants to elect coverage for the health care services under the health insurance products identified in Exhibit "A" and to effectuate the other HAGEA-00 terms of this Agreement. Section 5. INELIGIBLE PARTICIPANTS 5.1 Persons not eligible to participate in Health Alliance through the Group are: (i) proprietors, partners, stockholders, directors and their relatives unless they are on the payroll and meet the hours worked and minimum employer contribution requirements; (ii) former employees unless covered pursuant to COBRA; (iii) consultants, lawyers and individuals retained on an advisory basis; (iv) agents and independent contractors; (v) temporary or substitute employees; and (vi) individuals who do not meet the definition of Dependents as specified in the Subscription Certificate. 5.2 Early retirees are not eligible unless covered pursuant to COBRA or the Group makes a contribution towards their health insurance coverage. The Group must establish reasonable age and service requirements for retirees to be covered. Retirees with Medicare A and B as primary coverage are not eligible for benefits under the Indemnity Plan. Section 6. LEGAL RELATIONSHIP BETWEEN PARTIES 6.1 Purposes: The relationship between Health Alliance and Plan Sponsor during the term of this Agreement is that Health Alliance under its HMO Subscription Certificate arranges for and pays for health care services, and under other Subscription Certificates reimburses the Provider for which the Member received out-of-network health care services; and Plan Sponsor is the administrator of the Plan. 6.2 Independent Contractors: Notwithstanding any of the provisions of this Agreement, each party is acting independently of the other in their respective capacities concerning the provisions of this Agreement; and further, this Agreement shall not be construed to mean that either of the parties is acting as the agent, employee or representative of the other, but, in fact, each party recognizes that it is acting in the capacity of an independent contractor concerning the obligations of each pursuant to this Agreement. 6.3 No Implied Rights or Authority: Neither Health Alliance or Plan Sponsor now has, or at any time in the future shall have, any express or implied rights or authority to assume or create any obligation or responsibility on behalf of, or in the name of, the other, unless such obligation or responsibility is mutually agreed to by the parties and is evidenced by an amendment in writing to this Agreement signed by both parties. 6.4 ERISA Reporting: Plan Sponsor shall prepare and file all reports require pursuant to the Employee Retirement Income Security Act of 1974 (29 U.S.C. Sec. 1001, et. seq.) and the United States Internal Revenue Code, as amended HAGEA-00 from time-to-time. If some or all of the information necessary to enable the Plan Sponsor to comply with the above-referenced requirements is maintained by Health Alliance, it shall provide that information to Plan Sponsor upon request. Section 7. RIGHTS OF PARTIES AND MEMBERS 7.1 Nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any right of subordination or action over or against any party to this Agreement. 7.2 The rights of each Member arise out of, and are subject to, the terms and provisions of the Subscription Certificate issued to them by Health Alliance and not out of any of the terms or provisions of this Agreement. 7.3 Health Alliance is obligated by federal and state law to protect and keep confidential certain information it receives and/or maintains with respect to Members. Such information will be disclosed by Health Alliance to Plan Sponsor or its authorized representative only upon presentation by Plan Sponsor of an original consent and authorization signed by the Member or the Member's legal representative, which consent and authorization is in a form acceptable to Health Alliance and which specifies the information to be released. Section 8. TERM AND TERMINATION OF AGREEMENT 8.1 Effective Date and Term: The effective date of this Agreement shall be the 1St day of May and the term shall extend to and include the 30th day of April unless sooner canceled or terminated as provided for herein. At the end of the first year of this agreement and at the end of each year thereafter, this Agreement shall automatically be renewed for an additional one (1) year term, unless written notice by either party to the other of its intent not to renew the Agreement is given at least thirty-one (31) days prior to the end of the Agreement year. Exhibits "B" and "C" will be renewed each year in a like manner unless notice of any change in the Exhibits by either party is given to the other party at least thirty-one (31) days prior to the end of the Agreement year. Such amended Exhibits "B" and "C" shall be attached hereto and by this reference incorporated herein. 8.2 Termination for Cause: This Agreement maybe terminated by either party "for cause" by giving the other party thirty-one (31) days notice in writing of such intention to terminate this Agreement. For the purposes of this Paragraph, "termination for cause" is defined as termination for: (i) an intentional or willful violation of any of the provisions of this Agreement by a party; (ii) failure by a party to abide by all applicable state and federal laws and regulations that pertain HAGEA-00 9 to them; (iii) dissolution of the Plan Sponsor, by operation of law or otherwise; (iv) Plan Sponsor's current membership level falls below twenty-five percent (25%); (v) in the event of HMO coverage, Plan Sponsor withdrawing its business, or a portion thereof, from the Service Area and no longer maintaining business activities within the Service Area utilizing full-time active employees. The party seeking to terminate this Agreement "for cause" must specify in writing to the other party the nature of the "cause" resulting in the termination. The Group agrees to continuously maintain the required participation established in (iv) above and understands that if the required participation is not maintained the Group will have sixty (60) days to meet the participation requirements or coverage will be terminated. Section 9. HEALTH ALLIANCE INSOLVENCY 9.1 Health Alliance has taken the following steps, in addition to the requirements of federal and state law applying to it relating to Member non-liability, to ensure in the event of its insolvency the provision to Members of the covered health care services to which they are entitled under the Subscription Certificate issued to them by Health Alliance: 9.1.1 Health Alliance has in place and shall maintain at all times during the term of this Agreement the minimum capitalization and deposit requirements required by the provisions of the Illinois Insurance Code and the Illinois Department of Insurance, and the federal Health Maintenance Organization Act; 9.1.2 Health Alliance has in place and shall maintain at all times during the term of this Agreement insolvency insurance insuring against liabilities incurred for claims by Members for the thirty (30) day period prior to the date of insolvency; 9.1.3 Health Alliance has in place and shall maintain at all times during the term of this Agreement a policy of reinsurance covering the cost of claims in excess of the per Member per year amounts presently in force; and 9.1.4 Health Alliance shall timely pay all assessments tendered by the Illinois Health Maintenance Organization Guaranty Association during the term of this Agreement. Section 10. AMENDMENTS OR ASSIGNMENTS 10.1 Amendments: Except as otherwise expressly set forth herein, including without limitations Section 10.1, 12.3 and 15.4, this Agreement shall 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 shall be by written amendment signed by each of the parties and made a part of this Agreement. The foregoing notwithstanding, Health Alliance shall have the right to amend this Agreement upon thirty (30) days notice to Plan Sponsor in order to HAGEA-00 10 conform the terms and provisions hereof to applicable state and federal law. 10.2 Assignments: The specific duties and obligations of the parties as set forth in this Agreement shall not be assigned or transferred to other persons or entities without the express written consent of both parties hereto, which written consent shall not be unreasonably withheld. Section 11. NON-DISCRIMINATION 11.1 Health Alliance: Health Alliance shall not discriminate against any person on the basis of age, sex, race, religion, origin, health status, physical or mental condition, national origin or source of payment. 11.2 Plan Sponsor: Plan Sponsor shall not discriminate against any person on the basis of age, sex, race, religion, origin, health status, physical or mental condition, national origin or source of payment. Section 12. APPLICABLE LAW AND DISPUTE RESOLUTION 12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 12.2 For purposes of this Section, "Dispute" means any conflict, disagreement, demand or claim between Plan Sponsor and Health Alliance arising out of or related to the interpretation or application of this Agreement or breach thereof. 12.3 Resolution of Disputes shall be subject to good faith negotiation between the parties. The complaining party shall notify the other party in writing of such Dispute and the parties shall 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, Health Alliance, or its designated representative, shall refer the appeal to an independent review organization identified by a nationally recognized professional board or association or to a nationally recognized arbitration service, such as the American Arbitration Association or the National Health Lawyers Association Alternative Dispute Resolution Service. Health Alliance and Plan Sponsor shall share equally in paying any fee charged by such independent review organization or arbitration service. The parties hereto shall be legally bound by the outcome of any such appeal. Health Alliance reserves the right to amend this appeal procedure at any time and shall notify Plan Sponsor of any such amendment. 12.4 An arbitration provision is not a substitute for a party's right to maintain a legal action if the party so desires; and in no way affects or limits the parties ability to take legal action in a court of law, prior to voluntarily agreeing to enter into an arbitration proceeding. Any controversy or claim arising out of or relating to this HACEA-00 11 agreement, or the breach thereof, maybe settled by arbitration. The arbitration will be conducted pursuant to the applicable rules of the American Arbitration Association and in accordance with the Uniform Arbitration Act 710 ILCS 5/1 et.seq. within a reasonable time limit (30 days after the parties agree to arbitrate their dispute is a reasonable time limit for selecting and appointing independent arbitrators, 15 days is a reasonable time limit for an expedited review provision). The arbitration maybe binding on both parties or non-binding upon the insured, but in all instances must be entered into on a voluntary basis. Arbitrators must be fair, impartial, and free of any conflicts of interest or the appearance of a conflict of interest. By voluntarily agreeing to enter into an arbitration proceedings, the parties should be aware and understand that they maybe giving up certain rights to have their dispute settled in and by a court of law, except to the extent that Illinois law may provide for judicial review of arbitration proceedings. An arbitration provision in no way affects a party's ability to file a complaint with the Illinois Department of Insurance in connection with a claim or any other dispute. To contact the Department write to: The Illinois Department of Insurance, Consumer Service Division, Springfield, Illinois 62767. Section 13. NOTICES 13.1 Any notice required under the terms of this Agreement shall be sent by United States mail with postage prepaid thereon, addressed as follows, and such notice shall be effective upon the earlier of (i) receipt by the party to whom it is addressed or (ii) one (1) day after such notice is sent: City of Canton Health Alliance Medical Plans Attn: Kathy Luker Attn: Marketing Department 2 N Main 301 South Vine St. Canton, IL 61520 Urbana, IL 61801 13.1.1 In the alternative, notice may behand-delivered to the parties specified above at the address stated and the person delivering such notice shall obtain a written receipt specifying the date, time, place and to whom the notice was hand- delivered. Section 14. ENTIRE CONTRACT 14.1 This Agreement constitutes the entire contract between Health Alliance and Plan Sponsor with respect to making available to Eligible Participants the option of electing coverage for health care services under the terms and conditions of this Agreement and the health insurance products underwritten and issued by Health Alliance. This Agreement supersedes any and all previous agreements, whether verbal or written, between the parties relating thereto. This Agreement maybe changed, modified or amended only by a written agreement executed by Health Alliance and Plan Sponsor. HAGEA-00 12 Section 15. MISCELLANEOUS 15.1 Severability and Supervening Laws: The invalidity or unenforceability ofany term or provision of this Agreement shall not impair or affect any other provision hereof which shall remain in full force and effect. Except that the parties recognize that this Agreement at all times is to be subject to applicable state, local and federal law. The parties further recognize that this Agreement shall be subject to amendment in such laws and regulations and to new legislation. 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, shall be deemed to have superseded the terms of this Agreement, provided however, that the parties shall exercise their best efforts to accommodate the terms and intent of this Agreement to the greatest extent possible consistent with the requirements of law. In the event the parties are unable to accommodate the terms and intent of this Agreement to the greatest extent possible consistent with the amended requirements of law, then this event shall be an additional "cause" for termination under Section 8.2. 15.2 References and Section Headings: Any reference to the singular shall include reference to the plural, and vice versa. The headings of the various sections of this Agreement are not a part hereof, and are inserted merely for convenience in locating different provisions and shall be ignored in construing this Agreement. Any reference herein to a "Section" shall be interpreted as relating to the identified section of this Agreement unless otherwise stated. 15.3 Authority: Each individual signing this Agreement warrants that such execution has been duly authorized by the party for which he or she is signing. The execution and performance of this Agreement by each party has been duly authorized in accordance with all applicable laws and regulations and all necessary corporate action has been taken, and this Agreement constitutes the valid and enforceable obligation of each party in accordance with its terms. 15.4 Survival: It is the express intention and agreement of the parties hereto that Sections 1, 2, 8.1, 8.2, 11.1, 11.2, 12.1, 12.2, 12.3, 12.4, 15.5, 15.6, and 15.8 shall survive the termination of this Agreement for any reason. 15.5 Other Contracts: The parties to this Agreement agree to execute, acknowledge, deliver, file and record any and all other notes, contracts or documents reasonably necessary for the execution and performance of the terms, conditions, and intent of this Agreement or to comply with the requirements ofany regulator or judicial authority, upon the approval of their respective legal representatives. 15.6 Attorneys' Fees: In the event ofany litigation by any party to enforce or defend its rights under this Agreement, including but not limited to, mandatory arbitration of disputes as provided for in Section 12.3 above, the prevailing party, in addition to all other relief, shall be entitled its costs and to reasonable attorneys' HAGEA-00 13 fees. 15.7 Compliance With Applicable Laws: Each of the parties hereto shall abide by all applicable state and federal laws and regulations that pertain to them. 15.8 Counterparts: This Agreement maybe executed in separate counterparts, each of which when so executed shall be an original; but all such counterparts shall together constitute but one and the same instrument. 1N WITNESS WHEREOF, the parties have executed this Agreement on the date and year appearing under the signatory lines. HEALTH ALLIANCE CITY OF CANTON MEDICAL PLANS, INC. By: AT' Dat sy: ATTEST: Date: HAGEA-00 14 Exhibit B City of Canton ELIGIBILITY REQUIREMENTS Requirement Health Alliance Group Requirements Descriptions Reauirements ns/n~ nnm _ na/zn/~nnQ Benefits Administrator Varies by Group Kathy Luker and/or Local Contact: Total Number of Employees Eligible for Health Insurance Benefits: (including Varies by Group 151 those em to ees who waive covera e) Total Number of Employees: (including those employees not eligible for Varies by Group 180 covera e Service Area: Varies by Group Service Areas applicable to the Group: To be eligible for enrollment in the Plan, you must live or work within the Service Area. Listed below are the counties within which Health Alliance Medical Plans, Inc., is authorized to offer the Health Alliance PPO Plan. Adams, Alexander, Boone, Brown, Adams, Alexander, Boone, Brown, Bureau, Carroll, Cass, Champaign, Bureau, Carroll, Cass, Champaign, Christian, Clark, Clay, Coles, Crawford, Christian, Clark, Clay, Coles, Crawford, Cumberland, DeWitt, Douglas, Edgar, Cumberland, DeWitt, Douglas, Edgar, Edwards, Effingham, Fayette, Ford, Edwards, Effingham, Fayette, Ford, Franklin, Fulton, Greene, Grundy, Franklin, Fulton, Greene, Grundy, Gallatin, Hamilton, Hancock, Hardin, Gallatin, Hamilton, Hancock, Hardin, Henderson, Henry, Iroquois, Jackson, Henderson, Henry, Iroquois, Jackson, Jasper, Jefferson, Jersey, Johnson, Knox, Jasper, Jefferson, Jersey, Johnson, Knox, LaSalle, Lawrence, Lee, Livingston, LaSalle, Lawrence, Lee, Livingston, Logan, Macon, Macoupin, Marion, Logan, Macon, Macoupin, Marion, Madison, Marshall, Mason, Massac, Madison, Marshall, Mason, Massac, McDonough, McLean, Menard, Mercer, McDonough, McLean, Menard, Mercer, Montgomery, Morgan, Moultrie, Ogle, Montgomery, Morgan, Moultrie, Ogle, Peoria, Perry, Piatt, Pike, Pope, Pulaski, Peoria, Perry, Piatt, Pike, Pope, Pulaski, Putnam, Randolph, Richland, Rock Putnam, Randolph, Richland, Rock Island, Saline, Sangamon, Schuyler, Scott, Island, Saline, Sangamon, Schuyler, Scott, Shelby, St. Clair, Stark, Stephenson, Shelby, St. Clair, Stark, Stephenson, Tazewell, Union, Vermilion, Wabash, Tazewell, Union, Vermilion, Wabash, Washington, Warren, Wayne, White, Washington, Warren, Wayne, White, Whiteside, Williamson, Winnebago, Whiteside, Williamson, Winnebago, Woodford, Boone (Iowa), Calhoun Woodford, Boone (Iowa), Calhoun (Iowa), Carroll (Iowa), Clinton (Iowa), (Iowa), Carroll (Iowa), Clinton (Iowa), Dallas (Iowa), Greene (Iowa), Hamilton Dallas (Iowa), Greene (Iowa), Hamilton (Iowa), Hardin (Iowa), Jasper (Iowa), Lee (Iowa), Hardin (Iowa), Jasper (Iowa), Lee (Iowa), Marshall (Iowa), Polk (Iowa), Sac (Iowa), Marshall (Iowa), Polk (Iowa), Sac (Iowa), Scott (Iowa), Story (Iowa), Tama (Iowa), Scott (Iowa), Story (Iowa), Tama (Iowa), Webster (Iowa), Wright (Iowa) (Iowa), Webster (Iowa), Wright (Iowa) Eligibility Requirements: (1) Number of Hours Worked: Employees must be actively at work 40 averaging [20-40] or more hours per week with the exception of approved leaves of absence. (2) Effective Date of Dependent Coverage may continue through the last day 19/25 Last Day of the Month Coverage Termination: of the birth month if age [ 19-27]. For full-time students, coverage may continue through [the last day of the month of graduation] OR [through the day of graduation], cessation of studies or age [19-27], whichever is earlier. (3) Effective Dates of Coverage: New Hires: Coverage is effective the first First of the Month Following One Complete Applications must be submitted within of the month following [30, 60, 90, {or Calendar ~'~tP'of Employment 31 days from the eligibility date or specify} days] of employment. during a special enrollment period. Otherwise, "Late Entrant" coverage Late Entrants: Coverage is effective the applies. first of the month after Health Alliance Same as Standard receives the Group application/change form. A pre-existing condition limitation period of up to 18 months could apply. (4) Effective Date of Employee Coverage Coverage terminates the date the employee Coverage Terminates at the End of the Termination: leaves employment. Premiums for the Month in which the Employee Leaves Group shall not be entitled to receive a month of termination are payable according refund of any portion of a premium to the 15th of the month rule. See paid to Health Alliance as a result of the "Remittance of Premiums", Section 3.3 of Group's failure to accurately notify the Group Enrollment Agreement. Health Alliance in writing within 31 days of an employee's effective date of termination. Layoff Policy: Employees on temporary layoff authorized Same as Standard Health Alliance will allow employees by the Group will be allowed to pay 100% on temporary layoffs longer than six of their own premium for a maximum of six months to remain on the Plan if the months. Group resumes monthly contributions for these employees that meet or exceed There must be a documented bona fide the "Minimum Group Contribution" reason to believe that the employee will be after the initial six month period. recalled in six months or less. Return from Layoff Policy: Coverage is effective immediately upon Same as Standard return from layoff. Leave of Absence Policy: Employees on leaves of absence (medical, Same as Standard Health Alliance will allow employees disability, education or personal leave) on leaves of absence longer than six authorized by the Group will be allowed to months to remain on the Plan if the pay 100% of their own premium for a Group resumes monthly contributions maximum of six months. for these employees that meet or exceed the "Minimum Group Contribution" There must be a documented bona fide after the initial six month period. reason to believe that the employee will return to work upon conclusion of the leave of absence. Return from Leave of Absence Policy: Coverage is effective immediately upon Same as Standard return from leave of absence. Rehire Policy: Treat as a new hire. Same as Standard Job Status Change Policy: Treat as a new hire. Same as Standard Non-benefit eligible to benefit eligible Transfer Policy: Coverage is effective the first of the month Not Applicable following the date of transfer. Retiree Coverage: Yes/No In order to be eligible at retirement, Varies by Group yes retirees must receive at least a 25% contribution from their former Group toward the cost of the single premium rate or the retiree must be "Primary Medicare Eligible." - ";Medicare Eligible" Policy: HMO Benefits: Same as Standard This policy applies to certain retired If a "Medicare Eligible" Member does not employees age 65 and older and their elect Part B coverage when they are first covered dependents, and disabled eligible then Health Alliance shall persons eligible for Medicare primary determine payment as if the Member had coverage. elected Part B coverage. This is required for small and large Groups. Indemnity Benefits: "Medicare Eligible" Members are not eligible for Health Alliance Indemnity benefits. Minimum Group Contribution: t For full-time employees, Health Varies by Group. Specific employer Employees Pay 3% of e For All Alliance requires a Minimum Group contribution should be identified when it is Coverages; ~~y Contribution of 50% toward the cost of greater than the required 50%. 0 the single premium. Contributions for .p part-time employees can be reduced by If employer contribution is 100%, all ~ d the ratio of part-time to full-time hours. eligible employees are required to participate. Pre-existing Condition Limitation Policy: Apre-existing condition limitation period of No Pre-Existing Limitation Period Will up to 12 months will apply to initial Apply. enrollees and new hires. Remittance of Premiums: Premiums must be paid by the first of each Same as Standard month. A 31-day grace period is allowed before automatic termination. Special Enrollment Period: This period represents a time in which an Newly Married Spouse: Any eligible Dependent may enroll individual may enroll in Health Alliance: No Pre-Existing Limitation Period Will during a special enrollment period. Apply, Applications must be submitted within 1) [f there has been a change in family 31 days from the date of the event. status involving a newly married Newborn: Otherwise, "Late Entrant" coverage spouse, newborn, newly adopted child, No Pre-Existing Limitation Period Will applies. stepchild or a legal guardianship Apply. change. Coverage would then be effective upon the date of the event. Newly Adopted Children: No Pre-Existing Limitation Period Will 2) If other coverage was terminated as a Apply. result of loss of job/loss of coverage provisions. Loss ofjob/loss of Loss of Job/Loss of Coverage: coverage provisions include divorce, No Pre-Existing Limitation Period Will death of the spouse, termination of the Apply. spouse's employment (voluntary or involuntary), termination of the plan by the spouse's group, modification of the plan by the spouse's group to terminate coverage for the class of employees of which the spouse is a Member or expiration of COBRA coverage with another Group. Coverage would then be effective the day after the coverage was lost. ronnlll:69664 ,~~.