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Res 13-647RESOLUTION NO. 13 -647 A RESOLUTION of the City Council of the City of Federal Way, Washington, adopting an Interlocal agreement with Association of Washington Cities Employee Benefit Trust creating the Health Care Program and acknowledging assessments as required by the Health Care Program WHEREAS, the Association of Washington Cities Employee Benefit Trust (the "Trust ") is an entity that provides one or more insured health and welfare benefit plans or programs to Participating Cities and Towns' and Non -City Entities' employees, their qualifying dependents and other beneficiaries (`Beneficiaries "); and WHEREAS, the Trust is governed by a Board of Trustees for the Trust ( "Trustees "); and WHEREAS, the City of Federal Way ( "City) contracts with the Trust to provide health and welfare benefits and programs for its Beneficiaries; and WHEREAS, the City is a Participating City and submits payments to the Trust for specific health and welfare benefits and programs for its Beneficiaries; and WHEREAS, the Trust qualifies as a voluntary employee beneficiary association within the meaning of Section 501(c)(9) of the Internal Revenue Code, providing for the payment of life, sick, accident or other benefits to Beneficiaries; and WHEREAS, the Trust and the City have determined that it is in the best interest of the City to jointly self - insure certain health benefit plans and programs for Beneficiaries through a designated account within the Trust; and WHEREAS, the Trust will also continue to fully insure other specified health and welfare benefit program provided to Beneficiaries; and Resolution No. 13 -647 Page 1 of 4 WHEREAS, it appears economically feasible and practical for the parties to do so; and WHEREAS, Chapter 48.62 RCW provides that two or more local government entities may, by Interlocal agreement under chapter 39.34 RCW, jointly self - insure health benefit plans and programs, and /or jointly hire risk management services for such plans or programs by any one or more of certain specified methods; and WHEREAS, the Association of Washington Cities Employee Benefit Trust Interlocal Agreement (the "Interlocal Agreement ") attached hereto creates a joint self - insured health and welfare benefit program (the "Health Care Program ") to be administered by the Trustees for the purposes of providing self - insured health benefits to Beneficiaries; and WHEREAS, Chapter 48.62 requires Health Care Program assets to be managed consistent with existing authority over use of municipal funds in RCW 35.39.030. The Trust will manage Health Care Program reserves in compliance with Chapter 48.62 RCW; RCW 35.39.030, and the Health Care Program Investment Policy; and WHEREAS, all premium contributions for use in the Health Care Program are deposited into a designated account within the Trust, the Health Care Program Account (the "HCP Account"), and the HCP Account represents a pool of funds that is independent of all other Trust or AWC funds; and WHEREAS, the Trust intends to manage the HCP Account assets in compliance with federal and state laws and the Interlocal Agreement; and WHEREAS, WAC 200 - 110 -030 requires every local government entity participating in a joint self - insurance health and welfare benefit program to adopt such program by resolution; and WHEREAS, the City Council of Federal Way believes it is in the best interest of its Resolution No. 13 -647 Page 2 of 4 Beneficiaries and of the Health Care Program to allow the Trust to manage the HCP Account; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY, RESOLVES AS FOLLOWS: Section 1. Adoption. The Interlocal Agreement creating the Health Care Program is hereby adopted, and the Mayor is authorized to execute any and all necessary documents. Section 2. Assessments. By adopting such Agreement, the City of Federal Way acknowledges that it shall be subject to assessments as required by the Health Care Program. Section 3. Severability. If any section, sentence, clause or phrase of this resolution should be held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of any other section, sentence, clause or phrase of this resolution. Section 4. Corrections. The City Clerk and the codifiers of this resolution are authorized to make necessary corrections to this resolution including, but not limited to, the correction of scrivener /clerical errors, references, resolution numbering, section/subsection numbers and any references thereto. Section 5. Ratification. Any act consistent with the authority and prior to the effective date of this resolution is hereby ratified and affirmed. Section 6. Effective Date. This resolution shall be effective immediately upon passage by the Federal Way City Council. RESOLVED BY THE CITY COUNCIL OF THE CITY OF FEDERAL WAY, WASHINGTON this 1 st day of October, 2013. Resolution No. 13 -647 Page 3 of 4 CITY OF FEDERAL WAY MAYOR, SKIP PRIEST ATTEST: omg Mcf), Li� - �p CITY CLERK, CAROL MCNEIL Y, MC APPROVED AS TO FORM: ?"�- X""' CITY ATTORNEY, PATRICIA A. RICHARDSON FILED WITH THE CITY CLERK: 9 -24 -2013 PASSED BY THE CITY COUNCIL: 10 -01 -2013 RESOLUTION NO.: 13 -647 Resolution No. 13 -647 Page 4 of 4 ASSOCIATION OF WASHINGTON CITIES EMPLOYEE BENEFIT TRUST HEALTH CANE PROGRAM INTEMA)CAL AGREEMENT This Agreement is made and altered into in the State of Washington by and among the Association of Washftton Cities EnVloyee Benefit Trust (6e "Tr an and cities and towns, and non -city entities oMmized and e2tist ng under the Conk tation.or kA"vftbe State of Washington and who are members of the Trust ("Participating Cities and Towns "" or "Participating Non-City 1�nthies"), all of whom are signatories to tbi s Agteeiheat )N V WHEREAS, the Trust is an entity to which contributions by Pardo4mtting Cities and Towm and Not-City E t tics (definod below) and Participating E ye is (defined below) are paid and through:WM6 the board ofTrvstees provides one or Mott bmed health and welfare benefit plans or programs to Participating Employees, their covered dependents and other beneficiaries ("Benef emne s"), an whose behalf the contributions vmm paid; and WH LEAS, the Trust o as a voluntary a iv ►ee be d$cy association within the to Ling of Seoul 501(c)(9) of the internal Revenue Code CTYEBA"), p tuviding for the payment of life, sick, accident or other bests to Beneftciaries; and WI AS, the Tirtft and the l?rtiic� Cities and Tawas have determined. that it is in the best-interest. of F=0gp4* Cities and Towns to join* slf hism certain h=M benefit plants and programs for throWb a designated aceotu t within the Trust, while at the Mme tune having the Tarafst vouti ouo as the entity to which health and welfte benefit plan or program contributions are paid and thtoi gh which insured he" podwvelfere. benefit plans and programs are provided-W Beneficiaries and WHLRFAj%, it gVem sramnticlly feasible and practical fir• the parties to this Agr netrt (defined. below) toda so and WHERE; Chanter 49.62 RCW provides that two or mom 3,vcai gov -emeut entities y, by Ifrloial agreenien t under Chapter 3934 RCW, jointly self ynssme health benefit plans and pemgrAms, and/or jointty hire dk manAgement set vica for such .ptatns or Programs by any out or mom of certain specified methods; and. WHEREAS, each Iced 0Vemtn tt entity that is a signatory.hemto, as required by WAC 200-110-030. arts upon flte thorny of a resolution adoption this ,��ament and the Health Care Program (defined below) created herein; NOW, 'T HEREFORZ for and in consideration of all of-the mutual benefits, covenants and qpetneiM co herein, the portles hereto agree as follows: 74MU7 s OMtaa OMI ART14= 2 10514104 3% fnllawing m+e defizritions of terms used in the Agreement. Unless inamted o&ftvp;ir, other berms are defined where they are fhb use& iefincd terms ere capitaii zed.VAM used in the defined context. 1.1: Agnevout me= this lnteirlocal Agrtemew entered into under the authority of Comer 3934 KCW and as required by RCW 48.6 !.+03 L(2) bercueen the Trust and Participalift EMPlayem 12 Amodation of Wasbh% ton Mex 4or A`'DiIC trtaas'the Association of Wasl ngtt'm Cities; a act for�rofit member also on est abi d pursuant to the" laws otft staff of Washington for the Purpose of providing vaMi us services to and on beWHof its member cities. 1.3 AXWOXhon Of W"bW 00" F�apl y►ee Benefit Trust or the Trust m the t aw.atl t .and money'held by such entity, including all contract rights and* records, for the sole purpose of pro life >„"" ident or other b,,e.tM d , VMHhM benefits to Participaxmg acs, °tiiIr rrciverut dependents'and rrther benentaric. and wici is q by # Revenue Service as a VUBA` . 1. � ` it ' i�t► dt tee or ire s ie °corinnni a flier hi'` "T�; inclit � �. °�veeitg t"h�e a�eratiens`Qf tliie viii � . �'� ty�i�g�an� ►etap�g atmn�l ptetniitt� li�els and benefit �overa�e es fotndatioa to the Board of Tmstacs anci perforg other dunes tQ enswm Vwt the needs bf Peidopetisg Employers are met and the long -term fi cial.. health ofllrc ealthCare ftVam is mat & 0 MM" ca" :program mead the-joint sslf ce:program offering stiff imn+ed b': bm& options ttiia h the HCP AccovAt t t ' Amount mem a fiwithint'thcTiust wd created hyxtltis Amt, the Trust Agreement and 'Trost Hevd& Care Pram policies A uoder " "the =Wwrity of Chapter 48.62 RCW to prime self - insured health bend to ,-th* cttvewd is id'odker be it 'swan f "" � •"�' x 1. J NQ*ICfty 1t ► mmw any pubft qtr public cO V s interg wernmahw sgbAcy Or;pc c.al Slt ifn,7 11 °the staff of Wwh!Vm that meets the requirements-of Aitiele M Secdon l(c)(tx) and (Iii) of the Trust Agreetme€tt for particiPadm i.kX.ft Heft .Care Pte, 1.8 Pardekating. means any city or town v4db the state of Washington Ihat miets the requirements crf Article M Section 1(a) or Section, 1(b) of the Trost Agreement. 7 iecoSDa -OMI 1.9 Participating Employee. means any individual employed by a Participating Employer and for whom the Participating Employer makes contributions to the Trust, and any individual who may have been so employed but is subsequently laid off, . terminated, or retired. 1.1.0 Partici FAuphWer means a Participating City or Non -City Eatttp that, is also a party to this wont. 1.11 Resolotba mem the wwlution adopted by each fttkipating City or Non-City FA ft that autho rim the Hd th Care Program. 1.12 State AAsl ittnager or Rusk Manager means the risk manaw of the Risk hlmnemwt Division within tine ant of Enterprise Services. 1.13 stop+Dt or Reinsurance means a promise hY au iusuranae csosnpaugr that it will cover low ofthe Health Care Program am and atom an agreed-upon individual or aggregded am-oalat, which definition shall be mm lifted by any changes to the dean fiota.otrfstop loss insuranoe in WAC 2WI IM20. 1.14 Third -Party Administrator means the independent won, agency, ea ft or enterprise h. dough a contractual agreement, provides we or more of the Wowmg ongcimg does to ft Health Care Program: pool management or administration services, claims adminisuation services, risk management services; or services for the design, i leineat g, or'termination of an individual or joint self-insurance p vgram. 1.15 Trust Agreenteut m m the Trust Agreement Governing the'Tiust amended and restated July 1, 2013. and any subsequent amendnmts thereto. 1.16 Trustees or.Rbard of Trustees means . the following individuals land their mcessoas, who together gonrerat the Trust and the Hearth Care Ptogram: 1. 16.1 the AWC itesi t and the AWC Vice President; I:16.2 the EBAC Chair site the EBAC Vice Chair, and 1.16.5 an individual elected pursuant to the. procedures in Article JIL Section 5 of the TrustAgtement to serve as the trustee from one of the following regions: (a) Nowt East Region (known as the "North Last Region Trusted'); (b) North West Region awn as the -North West Region Trusts e"Y, (p) South East Region.Omwn as the "South East Rem Trustee"); ad (off South West Region :(known as the "South rest Region Trustee"). I nduols from Non -City Entities are: not eligible to serve as Trustees. 7433 U7,60053l3i4WI ARTICLE 2 PURPOSV This Agreement is eared "into for the purpose of authorizing the Health Care Program created by the Trust to provide self3wwxod health benefits to Participating o s„ theme wined dependents and other benefieaacieic The Health Care Program: comply with the sWutoiy provisions found in Chapters 48.62 and 3934 RCW and the regulatory mpirements mined in WAC 2WI 10 applicable to joint self - insurance programs. ARTICLE 3 ftRTM Each party to th& giant a #fles that it intends m partidApatt in the Health Care Pwsma Participating Employers are; dries of-this Agreement to become eO ective on a ,elate to be. mutually determined (the " Effe kve Date-) and with such other Poticipat ng Cities acrd'Non -City .Eatities as may late =r be 4440 I and become signatories to this Agromhent ARM+ErP:E 4, VtM&TwNw AGREEN T 41 7bk Agreeroqk shall beame eff igy. on thr.Effeciive Date. 4.2. ' This Agmmentshall ha" perpetual dumflon unless tMwdoate d as haesnafter provided. ARTICLE 5 71* Health Care Program I be open to P'artieipaUng Cities and Non-City Entities. Paatiicipadm in Ihe Health Cade PMgMM is voluntary and not a requhneutont of AliWC me xsW The Bond of Tres sail provide, for the reasonable a4mission of new Patio% ;pliting Cities and Non-City Entities. ARTTG $ - 61 All pares dum contributionsby Rwticipating Employ on=City .Boftes and PWUMPORIg Employs for:utse in the Health Care ftwan are depmW into tbs HCP Aunt: 6.2 The HCPixoeant r a posh of f3hnds that is independent of all other Trust or AWC funds and independent of all other Participating Employer and Non -City Entity funds. The funds deposited into the HCP Account ace held, managed and expended only for the Health Care Pwgram and reasonable expenses, consistent with applicable state M34M.so SIM -coach and fesllerai statutes and rules governing joint self - insurance programs and self- insw,,w e programs generally- 6.3 The'mC'P Account is subject to audit by the State Auditor's Office. ARTICLE I TltillE POW RELATED TO HEA L TH CARE PROGRAM The Boatd of Trustees is provided flit powers arid -f loons established under RCW 49:61031 to accomplish the followritV 7.1 Promote the economfed and efficient meow by which h ealtll benefits coverage is made avaUa to Participating Employers and Non -City Entities and provided to Parfidpaling F loyeea, lbelr covered dependents and other beneficiaries; 71 Protect the .fulancial integrity of the Health Care Program through. .purchase ofSUp Loss losuraw or like in such form wind atnoxmt as need d; 73 Contest for or o&ft- w provide risk management and loss control services; 7.4 Contred for or otheivrrise provide legal counsel for the def+ms$ of claims and other legal sue; 7.5 C 1* with the state insurance commis mer and the State Risk Manager; 7.0 Obligate.-the Participating ng Employers and NcnrCity Enthies to pledge revenues or coutribut;e money to secure the obligations or pay the wtpenses of the Health Care Pwgram, imcl it the establishment of a reserve or fimd f"or overage; and 7.7 Exercise all oilier powers and perform all other functions reasonably necessary to terry out the purposes ofthe Health Care Program, Chapter 48.62 RCW and Chapter 20(1-1.10 WAC. ARMOZ 0 ORGANIZATION OF HEALTH SCARE PROGRAM S.l The operations of the Health Care hvgram are manage by the Board of Trustees or its delegates. The Trustees or any delegates review and analyze Ha ft Care AeogmM- relaied matters and make operational decisions rgwfmg premium contributi'otm reserves, plan: opts and benefits in compliance with Chapter 48.62 RCW. 8.2 She Board of Trustees has decision amhority consistent with the Trust Agreement, IWIli Cate Program policies, Chapter 48 463 RCW and Chapter 200 -110 WAC. 74Z434-7.6 0 0531 3 8.0000! ARTICLE 9 PMPONsmu ITm QF TEit TRUSTEES 9.1 The Board of Tnistees sly ASWUoV its responsibilities under this Agreement as follows: 9.1.1 Provide for the effio;t tmana emer<t and operation of the Health Care Program; 9.12 Prole for hearth beM& coverage options for Prick' ' Employers, thek covered dependMts and odw benafickmes; 9.1.3 Determine, the level. of Stop Loss bourance or l suranee coverage for claims agmises above It amomb deemed appropriate for solf insurance; 9.1.4 Ensum that the Hftlth4Cwe: Program meets required state and federal statutes and rules; 9,1.5 Conb*d vendors reqtired to meet the responsibilities ""Usbed by the Trost Amid, Healtb Cam PmSram policies, and applicable state and federal statutes ai►d rules; kL6 MaintrinthobalsAmbetween meeft the Hesdth Care Program needs of Partitr"Wa ft*oyers and the long-term financial mu" of Health Care Program: 9.1.7 Pretiwe.awannual fivap =W report on the operations ofthe Hem Program; ..._ 9.1.8 Provide for other wed appropriate by the Board of Trustees to meet the purpaw ortl is Ageement 9.2 The Board of Trustees may d lq*e tbe, responsibilities described in this Article 9 to the EBAC or adher ddegates at its complete discretion. ARTICLE io RESP I, MITIE3 OF THE PARMOPATING EMM40YMS In order to parfieipaft-in the Health Care'1'cogram, Particlpaftan*yers shalt M1 Be a Panic sativig City orworC3ty Fader in good sWidift and cov44y+a t dw requirements of won or quaUcation as established by the .Board of Tiustees, 102 Adopt this Agreement by Resolution, agreeing to its terms and Visions; 10.3 Submit the won and Agroement to the Trust; 14434347.6W3in -Wwi 110.4 Read .the terms, conditions and representations set forth in the application agreement related to participation in the Health Care Program; 10.5 Desipate -an employee of the Participating Employer to be a contact person for all utters relating to the Participating Employer's part elpatiion in the Haft Can Program; t 0h Pair premiums for ihe; Health Care Program to the Third- -Party Administrator no later than the tenth day of the month in vuhich, the premium is due; 10.7 Byfotmal aefim of the legislative body of the Participating: Employer, move policies and procedures necessary to seem protected health information ("PlEn in accaAwce with Chapter X10;.02 RCW and the He Insurance Portability and aceoitntab0ity Act ("WAN) privacy and.secanity rites wed at 45 C.P.R. Parts 160 -164; JOS ProvWo the Health Care Program with sxh information or assistauac as is necessaryf6r the Health Care Program to meet its responsibitit es under this Agreement; and . . 10.0 Cooperate with and assist the Health Care Program and any insurer of Stop Loss tae or Reinsurance, in all matters relate to the :administration and operation of-the Heaft Care Program and all matters relating to this. Agreement 10.10 Comply with all byWws, rules, rog"ons 4W policies adapted by the Board offmstees rellitiag is tho Health Care Program, ARTCI„E It RESERVE FUND MR TNUM All resftft fund investments from the HCP account shall be made.in a manner that is consistent vYith RCW 49.62.111, Chapter 39.59 RCW, WAC 200- 110 -090 and the Heahh Carne Program Invent Policy. ARUCLE 12 FMAHCI" RECORDS 12.1 'Board ofTmotees shall de<relopMed revenue and eacpendit(Uts to establish a bod t for each fiscal year eovexifitg January 1 trough December 31 annually. Actual. Health Care Program revenues and expeaditures shall be monitored monthly by the Bcd,ofTrvstees and reported at its quarterly meetings. 12.2 71he accounting records of the Health Cam Program we wed in accordance t+�u muds prescribed scribed by the State Auditor's office under the auamity of chapter 43.09 RCW The Health Care Program also, follows applicable accounting standards estabbsbed by true Govermental. Aceot=ng Standards Board CGASB"). Year -eruct uncid reporting is done on an accrual basis and submitted to the Office of the State Auditor as required by Chapter 200 -110 WAC. Once reviewed and approved by the 74234347:6 00308 -00001 Office of the State Auditor the year -end financial report is transtnitted to the Office of the State risk Manager. 12.3 Financial recards ofthe Healt Care Program shall be subject to audit by the Office of State Audftr 'Y+ear -end fiumcial reports and audit resets shall be made available to parts Progrm sha11 pro`nde fh �a1 inlbrmtion as inked '¢s. The Huth Cate required by tuft statute and rule to the Office of the State Risk Manager. ARTICLE 13 'PAWnCEPAT,tNGPOLOYERTEttbMATIONAPWIW RAWAL 13.1 A PzWpa**rMWJqycrM=trMajU in good v th the Trust oral adhere to the r0quir=01ft Of this Ate. In the event that a Parti g`ting Employer fails to be 'a ParttFipat W City or Noi -City thtity in good standing, partidpadon in the Health Lace hW' arri aha11 autoftdiftny'Derminate without notice as sal all health and Welfare benefits provided through the Health Care Program. 13.2" The Board of Trwama Mq take action to terminate mex nbers* or deny membership is the Health Care Pwgratm where it ermines't W swh termin�ie►a.or denial is in the best iutst oftl� H.Catea�rctgram .13.3 Whena Paticipatiag Employees eligibi ty in the H t (Nie (gram is affected date to merger or onandw tbe affected Patimpetirig -Mayer may Petition the Board of Tmstees to remain hi fie.Health Care Program. 13.4 A Participating EMPbY=W Drily wititdmw its participadon in the Health Coe Prograrn az the end ?u the r year a md.must, prouide vaitte n Wtice to tbe Trust.at least thir -btie 31): sfiirt admmce of the end of the vilmdar year eeembec 3lst r 135 In the Wit. of vitbdmwal or non-renewal, the He d* Care Program will cover any of the pUticiPatinS Employer's amairdw outstanding. Heoft. Care Program claims vgenses incurred 0000 *e PWdeipotiitg Fmployees Withdrawel from or norrrmwwal in the Health. Caro Frame 13.6 l Of Orate' bus Budget Reconoiliatl6zi Act of 1985 as A nentled rCOBRA ) d is A 1 and contrast perwrtne.1 . and dap dot .spproued day the.Bos of T� shell foi`fbit all riot and fi to the: CP Account, ?A0M1384DW1 ARTICLE 14 TERMNATIUN OF HEALTH CARE PROGRW 14.1 In the event the Health Cam Program is terminated, the Board of Trish shall diftbute the: remaining furods in the HCP Account to tt Trust or any successor boa authorized by Chapter 39.34 RCW for like purposes for use in any program with dmilw pUqx)MI 14.2 Upon termination, this Amt and the I CI' Account shall Conflauc for tho purpose of pSying ring outstanding olafiris axid wqxnaes and fulfilling all otber figs necessary to complete the busiitieas� of dOe Hedtlt Care Program. .I A EETII++tGS, MOnCZS AND COMMUNICATIOM 13.1 The Bid of Trustees and the .EBAC, if any responsibilities for Trust MODOOOMOX have been delegated Meta, shall provide ngfiice oftheir regular and special inaetuip and bold the meeting$ in amorda4ce with Chaps 4230, RCW Open Public M Act. 15.2 Commm ow with Partite Employers may oocur using mail, ems ar posting an the Health Care Prag m website. The website shall be partitioned to ptovice information for the general public andl inform Lion specific to Participating Employers and their employees. 133 Communications may ebme d tec#ly fiom the Health Care Program, through the Tim Party Administrator or through a>totlier vendor on behalf of the Health C ARTICLE U AMMMAMM TO VWIZRLOCAL AGWWMIEW 16.1 The $oard ofTruater„s sWl review and a Wyze any ,proposed amendment to this Apu meat. An mendment may b, proposed for review by any party to this ApeemenL M2 The Board of Trustees upon its discretion any take action by resolutice on any amendment at any regular num ing of the Bond of Trustees. F1 114 O_W__A� ®0 1 .3 Vs is $e r FE'Ll �s 17.1. No Pordeigatiog Emmployer may assign any right or claim offiftrest it may have muter this Agreemwt. 74Z3C4?.*V 5,3138,Q0Wk 172 No creditor, assignee or third -party bewdciary of any employer shall have the right; claim or title to any party, share, inter premium or asset of the Trust, HCP Account or the Health Care Program. ARITCLE 18 HEALTH CLAIM DIWUTES AND APPFAI�S In the event. AM- a dish arises over o head clebg, the peoceduns, adjndicadon reel and.ad **We remedies "be found In the Hearth tom. Noogram's Vim document appfia s tw iwKeaith Cart Program coveft ft Wit. ARTICLE 1:9 PLAN ADMI1mPR uoN Il►IgpurES AI D► APPEALs 19.1 In the eves that a. &*u*- arises between a PasfiCSpating Employer and the Health Care Progmn. the P&fidpat»g Employer shall dorUm t the circumstances causing do dispute and submit a written request for review of the disputed c rcltmst ices to the Bond of Trustees. Upon review of snch bhrtoation, tta" Board of Trustees shall attempt io resolve thee. 19.2 N the B ofl)n 'resolution to the d4pft. is deand untitisfictory, then altdmative&4mt6 res6lutibn1mm& m6dia&n or binding wNtr6tion way be neeesaary. ARTICLE 2# 20.1 Tile Board of Trustees may enforce the t+a m of this Agent. 29.2 in U event legal action is initiated to enforce any tam or provision of this Amt aphat any present or previous Participating ftpl y , the prevailing Ply shall receive such reimbursement of its as the court deems reasonable for attorneys' fees and cost related to the rdova a legala�atios ARTI= 21. A�AB%"`•T 21.1 If my Partic pang Employer fails t6p*tfeijj anylami or condition ofthis Agreww* and swh hHuxe, tentivaes for a period of sbay (60) days after the Board of Trustees has given the Participating .Employer wrltten notice describi such faze, the Particdpatittg Employer shall be vonsidered in default. 212 Upon diefautt, the Board ofTrustees may immediately cancel the Participating Employer's padicipation in. the Health Care Progrw n without additional notice or exerease some ©thar remedy otherwise provided by lave_ 74MU7.6001.1130 -MI 21.3 The rights and remedies of the Board of Trustees are cumulative in nature and pursuit of any particular remedy shall not be deemed an election of remedies or a waiver of any other remedies available hereunder or otherwise available by law. ARTICLE 22 Nib WA IRS No waiver or forbearance of bream of any covenant, terms, or cou"n of ibis Agmement shall be curved to be .a. waiver or forbearance of any other or subsequent breach of The same or of any other covenant, twin; or condition, and the aceaptanoe of any pecfomm me herder, or the payment of any sum of money after the same has bocoutc-4m or at a time. when any other default exists hereunder, nder, shall not constitute a waiver or A& to 4cmand payTment of all serum ovving or a waiver of any other dot then or der wdsting. N` RACT MANAGEMENT Ths Health Care Prctgtam,siatti a, a person to whom the Stye Risk Manager sha n forward legal process served upon the.Risk Manager; The AWC ChidExwWwe Iiffiew (deli -or successor}. The Hed& Care Progmm Director be mrmsible, for and shall be the contact person for all communications regarding the pace of this Agreement ARTICLE 24 If any provision of this Amt or any provision of any document iwarpo=W by reference shall be held invalid; such invalichty shall not affect the other. provisions of this Agreement which can be .given effect without the invalid provision, if such remainder conforms t tbe. requirements of applicable law and the fundamental purpose of this Agreemeritand to this end.the provisions of this Agreement are declared to be severable. ARTICLE 25 Ct`1VMZIWART COPIES This Agreement may be si iaa counerpart or duplicate copies and any signed counterpart or duplicate copy shall be equivalent to a signed origixail far all purposes. 74234M74 00 .3rf34MI ARTICLE 26 SINGS The Article au Mien headings in this Agreemat of inserted for colivemance try and are nut intmded. _ to be rued in the ititerpretafion of the cimbuts of the Articles and ice. ARTICLE 27 'Tars AVeemaw and the daces ref enced'Imem eontems all the terms and conditions agreed to by the patties. No outer ivne, oral or otherwise, regarding the subjwt matter ofd Agmement dmlt be deemed to atist:or in bind the parties ham. �� Pie f+allt�a� 74234347A ODSM-MI IN WITNESS WHEREOF, the undersigned parties have exectftd this Agreement Amockooa of H- "—bW&n Cities Plrticiw� Amnlover mBigyee Deno& TI-not ���r,� � �� at . � - ►LIB _,� 'die Chief Execufive Officiet yl 3 0 . t; Ell ve.Date: Janumy 1,2014 74234347.6 W5313&89 I Title*, M?rpor Date: