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O-736-92 05/11/92VILLAGE OF LEMONT ORDINANCE NO, 736 AN ORDINANCE AUTIIORIZING THE VILLAGE OF LEMONT TO BECOME A MEMBER OF THE SOUTIWEST AGENCY FOR HEALTH MANAGEMENT AND AUTIIORIZING THE PRESIDENT AND VILLAGE CLERK TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT CREATING THE SOUTHWEST AGENCY FOR HEALTH MANAGEMENT ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF TIIE VILLAGE OF LEMONT This 11 day of May , 1992. Published In pamphlet form by authority of the President and Board of Trustees of the Village of Lemont, Counties of Cook, Will, and DuPage, Illinois, this 11th day of May , 1992. ORDINANCE 736 AN ORDINANCE AUTHORIZING THE VILLAGE OF LEMONT TO BECOME A MEMBER OF THE SOUTHWEST AGENCY FOR HEALTH MANAGEMENT AND AUTIORIZING TIIE PRESIDENT AND VILLAGE CLERK TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT CREATING THE SOUTHWEST AGENCY FOR HEALTH MANAGEMENT WHEREAS, THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT HAVE REVIEWED A NUMBER OF METHODS BY WHICH THE OFFICERS AND EMPLOYEES OF THE VILLAGE CAN RECEIVE ADEQUATE HEALTH AND ACCIDENT INSURANCE AND SIMILAR BENEFITS; AND WHEREAS, TIIE PRESIDENT AND BOARD OF TRUSTEES HAVE CONCLUDED THAT AN EFFICIENT METHOD OF PROVIDING SUCH BENEFITS IS TO JOIN AN INTERGOVERNMENTAL AGENCY WHICH WILL ADMINISTER THE BENEFIT PROGRAM OF THE VILLAGE; AND WIIEREAS, IT HAS BEEN DETERMINED THAT THE VILLAGE OF LEMONT DOES NOT HAVE SUFFICIENT OFFICERS AND EMPLOYEES TO BECOME A MEMBER OF THE INTERGOVERNMENTAL PERSONNEL BENEFIT COOPERATIVE, WHICH HAS PREVIOUSLY BEEN ORGANIZED TO CARRY OUT THE FUNCTION OF ADMINISTERING THE PERSONNEL BENEFITS ACCORDED TO ITS MEMBERS; AND WHEREAS, THE INTERGOVERNMENTAL PERSONNEL BENEFIT COOPERATIVE HAS HERETOFORE AMENDED ITS BY -LAWS TO PERMIT AN INTERGOVERNMENTAL AGENCY COMPRISED OF GOVERNMENTAL BODIES WHICH HAVE FORMED THAT AGENCY THROUGH AN INTERGOVERNMENTAL AGREEMENT TO BE ADMITTED AS AN INDIVIDUAL MEMBER OF THE INTERGOVERNMENTAL PERSONNEL BENEFIT COOPERATIVE; AND WHEREAS, THE VILLAGE OF LEMONT, TOGETHER WITH OTHER UNITS OF LOCAL GOVERNMENT, HAS DETERMINED THAT AN INTERGOVERNMENTAL AGENCY, ENTERED INTO PURSUANT TO THE CONSTITUTION AND STATUTES OF THE STATE OF ILLINOIS, SIIOULD BE CREATED FOR THE PURPOSE OF BECOMING A MEMBER OF THE INTERGOVERNMENTAL PERSONNEL BENEFIT COOPERATIVE; AND, WHEREAS, AN AGREEMENT TO ACCOMPLISH THE CREATION OF THIS INTERGOVERNMENTAL AGENCY TO BE KNOWN AS THE SOUTHWEST AGENCY FOR HEALTH MANAGEMENT (SWAHM) HAS BEEN DRAFTED AND THE PRESIDENT AND BOARD OF TRUSTEES DESIRE TO AUTHORIZE THE MEMBERSHIP OF THE VILLAGE WITHIN THE SOUTHWEST AGENCY FOR HEALTH MANAGEMENT, THROUGH THE EXECUTION OF SAID AGREEMENT. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK, WILL AND DU PAGE COUNTIES, ILLINOIS, AS FOLLOWS: SECTION ONE: THAT THE VILLAGE OF LEMONT IS HEREBY AUTHORIZED AND SHALL BECOME A MEMBER OF THE SOUTHWEST AGENCY FOR HEALTH MANAGEMENT IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT ATTACHED HERETO AS EXHIBIT "A" WHICH IS BY THIS REFERENCE INCORPORATE HEREIN. SECTION TWO: THAT THE PRESIDENT AND VILLAGE CLERK BE AND THE SAME ARE HEREBY AUTHORIZED AND DIRECTED TO EXECUTE THE FORM OF AGREEMENT CREATING THE SOUTHWEST AGENCY FOR HEALTH MANAGEMENT ATTACHED HERETO AS EXHIBIT "A." SECTION THREE: THAT THE VILLAGE CLERK IS HEREBY AUTHORIZED AND DIRECTED TO FORWARD CERTIFIED COPIES OF THIS ORDINANCE AND EXECUTE THE FORM OF AGREEMENT CREATING THE SOUTHWEST AGENCY FOR HEALTH MANAGEMENT ATTACHED IIERETO AS EXHIBIT "A" TO THE RESPECTIVE VILLAGES SET FORTH ON THE SIGNATURE PAGE OF THE AGREEMENT REFERRED TO IN THIS SECTION AND TO THE INTERGOVERNMENTAL PERSONNEL BENEFIT COOPERATIVE. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DU PAGE, ILLINOIS ON THIS 11th DAY OF May , 1992 Kenneth Bromberek Barbara Buschman Bert Ercoli Richard Kwasneski William Margalus Ralph Schobert AYES NAYS PASSED ABSENT X X X X X X CHARLENE M. SMOLLEN, VILLAGE CLERK Approved by me this 11th day of May , 1992 Attest: CI GENE M. SMOLLLN, VILLAGE CLERK A EPH S/ FORZLEY, VIL E)ESIDENT STATE 01? ILLINOIS ) ) SS. COUNTY OF COOK ) CERTIFICATE 1, CHAItLENE SMOLLEN, certify that 1 am the duly elected and acting Municipal Clerk of the Village of Lemont, Cook County, Illinois. I further certify that on , 19 , the Corporate Authorities of such municipality passed and approved Ordinance No. entitled which provided by its terms that it should be published in pamphlet form. The pamphlet form of Ordinance No. , including the Ordinance and a cover sheet thereof, was prepared, and a copy of such Ordinance was posted in the municipal building, commencing on , 19 , and continuing for at least ten days thereafter. Copies of such Ordinance were inspection upon request in the office of the Municipal Clerk. DATED at Lemont, Illinois this day of (SEAL) also available for public , 19 Municipal Clerk SOUTHWEST AGENCY FOR HEALTH MANAGEMENT COMBINED AGREEMENT AND BY -LAWS THIS AGREEMENT made and entered into by and between the Village of Frankfort, an Illinois Municipal Corporation, the Village of Lemont, an Illinois Municipal Corporation, the Village of Mokena, an Illinois Municipal Corporation, the Village of New Lenox, an Illinois Municipal Corporation, the Village of Plainfield, an Illinois Municipal Corporation and the Village of Shorewood, an Illinois Municipal Corporation (hereinafter collectively referred to as "MEMBERS" or individually referred to as "MEMBER "). W I T N E S S E T H: WHEREAS, Section 10 of Article VII of the Illinois Constitution of 1970 authorizes units of local government to contract or otherwise associate among themselves in any manner not prohibited by law or by ordinance; and WHEREAS, Chapter 127, Section 741 et. seq., Illinois Revised Statutes, 1989, as amended, entitled the "Intergovernmental Cooperation Act ", authorizes units of local government to exercise any power or powers, privileges or authority which may be exercised and enjoyed jointly with any other local government or body in the State; and WHEREAS, units of local government within Illinois have found it increasingly expensive to provide health and life insurance benefits to their officers and employees; and WHEREAS, a large number of local governmental entities have undertaken a series of studied to determine the feasibility of EXHIBIT "A" entering into an Intergovernmental Personnel Benefits Cooperative for the purpose of administering some or all of the personnel benefits programs offered by its member units of local government to their respective officers and employees and have concluded that the creation of such a cooperative is financially and administratively feasible; and WHEREAS, the corporate authorities of a number of units of local government have organized the Intergovernmental Personnel Benefits Cooperative ( "IPBC ") and have adopted a combined Contract and By -Laws for such agency; and WHEREAS, the Contract and By -Laws of IPBC ( "IPBC BY- LAWS ") as amended, allows combinations of units of local government, other governmental bodies, quasi- governmental bodies and non- profit public service entities to contract with each other to create an intergovernmental benefit pool with the rights and powers equivalent to that of a single member of IPBC; and WHEREAS, the MEMBERS desire to create an Intergovernmental Benefit Pool hereby designated as Southwest Agency for Health Management, hereinafter referred to as "SWAHM "; and WHEREAS, the MEMBERS, by this Agreement, are desirous of establishing their mutual rights and obligations with respect to their membership in SWAHM and with regard to the IPBC. NOW, THEREFORE in consideration of the foregoing recitals and of the covenants and conditions hereinafter contained, the adequacy and sufficiency of which the parties hereto hereby stipulate, the parties agree as follows: 2 1. INCORPORATION OF RECITALS: The recitals set forth in the preamble hereinabove are hereby incorporated herein by reference and made a part of this Agreement among the MEMBERS. 2. PARTICIPATION: The membership of SWAHM shall consist of those MEMBERS which are parties to this Agreement plus any other governmental entity admitted to membership as a MEMBER from time to time, less any MEMBER which withdraws or is expelled from SWAHM in accordance with the provisions of this Agreement. Members of SWAHM may also add listed entities as defined in the IPBC BY -LAWS. The MEMBER who lists other entities to its membership shall be the sole MEMBER of SWAHM and shall be responsible for all costs and duties of membership provided herein. The MEMBER may make such arrangement as is desired with the listed entities regarding the manner of payment, sharing of risks, and duration of such arrangement. Such arrangement is not a part of this Agreement. The admission of new MEMBERS and their listed entities and the listing of additional entities by any MEMBER shall take place only after a favorable two thirds (2/3) vote of the entire membership of the Board of Directors of SWAHM and subject to the payment of such sums and under such conditions as the Board shall in each case or from time to time establish. In the event that the Board of the IPBC objects to a prospective member of SWAHM or a listed entity of such prospective member, it may require SWAHM Board to deny admission to such prospective member or such listed entity. 3 3. REPRESENTATION: Each MEMBER shall by majority vote of its corporate authorities, appoint one (1) person as delegate to represent the MEMBER on the Board of Directors of SWAHM for a term of one (1) year or until a successor is selected. An alternate delegate may also be appointed to serve when the primary delegate is unable to carry out his duties. Neither the delegate nor the alternate need be an elected official. The failure of a MEMBER to appoint a delegate or the failure of the delegate to participate shall not affect the responsibilities or duties of MEMBER under this Agreement. At its first organizational meeting, which shall take place within thirty (30) days of the commencement of SWAHM, and thereafter at its first meeting of each fiscal year, which is established as July 1 through June 30, the Board shall elect one (1) delegate to serve as Chairman of the Board and representative to the IPBC for the remainder of the fiscal year. A Treasurer who shall also act as the IPBC alternate representative shall be elected. The term of office for the Chairman and other officials shall be for a period of one (1) year except that the first term shall be from the commencement of SWAHM until the following June 1st. No person may serve as Chairman for more than two (2) consecutive full fiscal year terms. The Board may from time to time establish other officers and may select any Board representative to serve in any of such offices. The Board may fill any vacancy which may occur in such offices until the end of the term. 4 4. RESPONSIBILITY OF THE BOARD OF DIRECTORS: The Board of Directors shall determine the general policy of SWAHM with respect to SWAHM Membership in IPBC and for other matters effecting the relationship between SWAHM and its members. Policies established by the Board of Directors shall be followed by the delegate and /or alternate delegate to IPBC. In the absence of the establishment of a specific policy regarding a matter, the representative and /or alternate representative shall vote in the manner believed to best represent the interest of the majority of the MEMBERS. No one serving on the Board of Directors of SWAHM shall receive any salary or other payment from SWAHM for providing such service thereto. Any reasonable expenses incurred by a delegate or alternate as a result of attending IPBC meetings shall be reimbursed to such MEMBER by the MEMBERS. 5. VOTING: Each MEMBER shall be entitled to one (1) vote on the Board of Directors. Such vote may be cast only by the designated delegate or alternate. Proxy or absentee voting shall not be permitted. Voting shall be conducted according to the following procedures: A. A quorum shall consist of a majority of the delegates of the MEMBERS then in office. A simple majority of a quorum shall be sufficient to pass upon all matters, except as otherwise provided herein. 5 B. Voice voting shall be permitted unless one (1) or more MEMBERS requests a roll call vote or the vote requires greater than a majority vote for passage. C. A two - thirds (2/3) affirmative vote of the entire membership of SWAHM shall be required to amend the plan of benefits available to the officers or employees of its MEMBERS, to withdraw as a MEMBER of IPBC in accordance with Paragraph 10 of this Agreement, to admit a new member or listed agency or expel a MEMBER or listed agency, to amend this Agreement, and such other matters as the Board shall establish as requiring a two - thirds (2/3) affirmative vote, provided that such rule can only be established by at least a two - thirds (2/3) affirmative vote of the entire membership. D. Any amendments to this Agreement which involve the manner in which SWAHM shall function as a member of the IPBC or the financial obligations of SWAHM or its MEMBERS to the IPBC shall not become effective after passage by the Board of SWAHM unless such amendment is also approved 6 by a two - thirds (2/3) affirmative vote of the IPBC Board. 6. MEETINGS: Regular meetings of the Board of Directors shall be held at least four (4) times a year. The dates of regular meetings of the Board shall be established at the beginning of each fiscal year. Special meetings may be held at the call of the Chairman or by any two (2) delegates. Any item of business may be conducted at a regular meeting. Business conducted at special meetings shall be limited to those items specified in the agenda. Ten (10) days written notice of regular or special meetings shall be given to the delegates of each MEMBER by the Chairman or the convening authority. The time, date and location of regular and special meetings of the Board of Directors shall be determined by the Chairman of the Board of Directors or by the convening authority. To the extent not contrary to this Agreement, and except as modified by the Board of Directors, Robert's Rules of Order, Latest Edition, shall govern all meetings of the Board of Directors. Minutes of all regular and special meetings of the Board of Directors shall be sent to all delegates of the Board of Directors. 7. FINANCES: A. SWAHM shall be considered a single member of IPBC (as defined in IPBC BY- LAWS), for purposes of determining its required contribution to the Administrative Fund and Benefit Pool of IPBC. Each separate MEMBER of SWAHM shall be responsible 7 for its share in the cost of the Administrative Fund and Benefit Pool, which cost shall be in direct proportion to the number of employees and officers of the MEMBER whose benefit programs are to be administered by IPBC as compared to the total number of such person in SWAHM. B. SWAHM shall see to the collection of funds due the IPBC and transmit such funds to the IPBC or at its direction. The Board of Directors may from time to time designate a municipality who shall be responsible for collecting funds due the IPBC from MEMBERS. The Village of Frankfort is hereby designated as the initial collector of funds of SWAHM and shall act as agent for SWAHM for these purposes. Each separate MEMBER shall promptly pay to the Village of Frankfort, as agent for SWAHM, such monthly, supplementary or other payments to the Administrative Fund and the Benefit Pool as shall be due IPBC as a result of the administrative and payment to the benefit program of such MEMBER. The financial obligations of each MEMBER shall be those which would be properly chargeable if the MEMBER were as independent member of the IPBC, in accordance with the terms of the Contract and By -Laws of the IPBC, dated May 29, 1979, as amended from time to time. In the event that a MEMBER of SWAHM should default in its financial obligations, both SWAHM and the IPBC shall have the right to take action to recover such funds as are owed, plus interest at the highest rate allowed by statute, which may be paid by an Illinois non -home rule municipality. 8 8. PLAN OF BENEFITS: A. Each MEMBER agrees to accept the Plan of Benefits described in Attachment A, as may be revised from time to time, for its officers and employees who are included in its personnel benefit program. All MEMBERS of SWARM shall have the same plan of benefits which may be amended as a whole if approved by the Board of SWAHM. B. The Benefit Administrator of the IPBC and the IPBC Board shall rate the experience of all of the MEMBERS of SWAHM, as a whole, in determining the amount necessary to fund the IPBC Benefit Pool. 9. OBLIGATIONS OF MEMBERS: The obligations of each MEMBER to SWAHM and to IPBC shall be as follows: A. To promptly pay all monthly and supplementary or other payments to the Administrative Fund and the Benefit Pool at such times and in such amounts as shall be established by IPBC within the scope of this Agreement and the IPBC BY -LAWS. Any delinquent payments shall accrue a penalty which, for the period of non - payment, shall be equivalent to the highest interest rate allowed by statute to be paid by an Illinois non -home rule municipality. B. To appoint a delegate and an alternate on the Board of Directors of SWAHM. 9 C. To allow IPBC reasonable access to all facilities of the MEMBERS and all records, including but not limited to, financial records which relate to the purpose and powers of IPBC. D. To furnish full cooperation to IPBC attorneys, claims adjusters, the Benefit Administrator and any agent, employee, officer, or independent contractor, of IPBC relating to the purpose and powers of IPBC. E. To report to IPBC as promptly as possible all claims made to it within its benefit program as administered by IPBC. F. To pay all payments, as may be determined by the MEMBERS, for an Escrow Fund, if any. 10. WITHDRAWAL; TERMINATION: A. All MEMBERS of SWAHM shall be obligated to continue as MEMBERS until July 1, 1993. After July 1, 1993, MEMBERS shall be obligated to continue as MEMBERS during successive terms as established by the Board of Directors of IPBC. Any MEMBER may withdraw from membership by giving written notice of such intention to withdraw to all other MEMBERS at least ninety (90) days prior to the commencement of one of the multi -year extension terms of the IPBC. Failure to give such notice shall obligate the MEMBER to continue for the next multi -year term, except where SWAHM withdraws from IPBC, IPBC terminates, or the IPBC declines 10 to permit SWAHM to remain within the Cooperative. Withdrawal by SWAHM may only be made to take effect at the end of the then current three (3) year cycle. The obligation of a MEMBER during each term in which it is a MEMBER shall include continuing participation with regard to all classes of officers and employees of the MEMBER, not including its listed entities, established as being entitled to benefits at the commencement of each three (3) year term. In addition, a MEMBER shall only be required to provide continuing participation for those persons within said classes of officers and employees as are actually employed or working for the MEMBER or who may otherwise be entitled to coverage by the MEMBER, as required by law B. If a MEMBER shall withdraw from SWAHM, no benefit claims of the MEMBER shall be processed or paid by IPBC after the close of the fiscal year in which withdrawal takes place. Within sixty (60) days after withdrawal, a final accounting of the former MEMBER'S fund shall take place. Pending claims and other records pertaining to the withdrawing MEMBER shall be turned over to that MEMBER in a prompt manner. If the amount owed to or due from the withdrawing MEMBER is Twenty Five Thousand Dollars ($25,000) or less, the party owing such funds shall make payment within ninety (90) days after the final accounting. If the amount owed or owing shall be over Twenty Five Thousand Dollars ($25,000), the party owing such funds shall pay to the recipient Twenty Five Thousand Dollars ($25,000) in no more than thirteen (13) equal monthly payments with interest thereon at the highest 11 amount lawfully payable by a non -home rule Illinois municipality on the date the final accounting is accomplished. C. If SWAHM shall withdraw from IPBC, no benefit claims shall be processed or paid by IPBC after the close of the fiscal year in which withdrawal takes place. If upon such withdrawal by SWAHM, a deficit position exists in the Benefit Fund, then the IPBC shall apply any SWAHM funds on deposit with the IPBC to liquidate the deficit. If a deficit still exists in the Benefit Fund, each MEMBER shall be required to pay an additional assessment into SWAHM escrow fund in proportion to the premiums paid over the previous twelve (12) months. The Board shall establish the amount of such payment or payments. Such additional payments shall be required even if the MEMBERS' individual Benefit Fund balance with the IPBC or SWAHM is not in a deficit position. The Escrow Fund shall then be used by SWAHM to liquidate any remaining deficit with the IPBC. If after making the above adjustments, there is a surplus of funds in the Escrow Fund, this surplus shall be returned to the MEMBERS. Such distribution shall be made on a proportional basis by comparing each MEMBERS contribution to the Escrow Fund with a total of all MEMBERS' contribution to the Escrow Fund. Such distribution shall be made at a date determined by the Board of Directors of SWAHM and shall not be made until after all expenses of SWAHM have been paid or provided for. D. In the event that a non - appealed or appealable order of a court in which IPBC is a party should decide that SWAHM may not 12 be a member of the IPBC, then this Agreement shall terminate. Provided, however, that to the extent permitted by law, the termination shall take place in accordance with paragraph 10B hereof. 11. EXPULSION OF MEMBERS: By the vote of two - thirds (2/3) of the entire remaining membership of the Board of Directors, any MEMBER may be expelled. Such expulsion, which shall take effect in the manner set out below, may be carried out for one or more of the following reasons: A. Failure to make any payments due to SWAHM or the IPBC. B. Failure to furnish full cooperation with SWAHM's attorneys, the IPBC's attorneys, claims adjusters, Benefit Administrator and any agent, employee, officer or independent contractor of the IPBC or SWAHM relating to the purpose and powers of the IPBC or SWAHM. C. Failure to carry out any obligation of a MEMBER which impairs the ability of SWAHM to carry out its purposes and powers. D. Offering a second Indemnity Health Care Plan or other Plan to its employees that is not in place at the date of the execution of this Agreement and has not been approved by SWAHM; provided that nothing contained herein shall be deemed to be a restriction placed upon any member with respect to providing options of membership in qualified 13 Health Maintenance Organizations as may be required by State or Federal statute. No MEMBER may be expelled except after notice from SWAHM of the alleged failure along with a reasonable opportunity of not less than fifteen (15) days to cure the alleged failure. The MEMBER, within that fifteen (15) day period, may request a hearing before the Board before any decision is made as to whether the expulsion shall take place. The Board shall set the date for a hearing which shall not be less than fifteen (15) days after the expiration of the time to cure has passed. The Board may appoint a hearing officer to conduct such hearing and make a recommendation to the Board based upon findings of fact. If the Board conducts the hearing itself, it may make a decision at the close of the hearing. A decision by the Board to expel a MEMBER after notice and hearing and a failure to cure the alleged defect shall be final unless the Board shall be found by a court to have committed a gross abuse of discretion. After expulsion, the former MEMBER shall continue to be fully obligated for any payment to the Administrative Fund, the Benefit Pool and the Escrow Fund, if any, which was created during the term of the administration of its claims along with any other unfulfilled obligation as if it was still a MEMBER of SWAHM. The obligation of the IPBC to administer the claims filed under the benefit program of the expelled MEMBER shall cease thirty (30) days after the date of expulsion, provided that such obligation shall only exist where there is a credit balance in 14 the Benefit Pool and Administrative Fund to the account of SWAHM or such a credit balance is created. The IPBC shall not be required to pay any benefits for the expelled MEMBER after the actual date of expulsion if a deficit in amounts owed the IPBC should exist at any time during the thirty (30) day period. Within sixty (60) days after the last claim of the MEMBER is paid by the IPBC, a final accounting of funds owed or owing shall take place. Pending claims and other records of the expelled MEMBER shall be turned over to that MEMBER in a prompt manner. In the event that the Board of the IPBC should vote to expel SWAHM from membership, so long as a particular municipality or listed entity was a MEMBER of SWAHM, that MEMBER or listed entity shall be deemed to have been expelled from SWAHM in the same manner as if SWAHM Board had taken that action. 12. ESCROW FUND: As security for the financial obligation described herein, each MEMBER shall place on deposit an amount of money equal to one (1) times the anticipated monthly payment due IPBC for the operation of the Administrative Fund and the Benefit Pool. Such funds shall be deposited in an escrow account in the financial institution used by IPBC. Accrued interest shall be credited to each individual MEMBER on a pro rata basis determined by the amount deposited as compared to the entire fund. In the event that a MEMBER fails to pay funds due the IPBC by the fifteenth (15th) day of any month, the IPBC Benefit Administrator shall notify the Chairman of the Board of IPBC who shall notify the delegate of the MEMBER, either verbally or in writing, that 15 the funds shall be withdrawn from the escrow account unless payment is made within five (5) days. The IPBC Benefit Administrator shall have the authority together with the IPBC Treasurer, to withdraw from any account within the Escrow fund the amount due after prescribed notice is given. Employees or officers of the MEMBER shall be entitled to payments from the Benefit Pool during the month for which payment is made on behalf of the MEMBER from the escrow account. In the event monies are withdrawn in the manner prescribed above, the MEMBER shall take prompt action to restore the escrow account to the original amount. At the beginning of each fiscal year, the Benefit Administrator shall recommend to the IPBC Board of Directors any adjustments required in the Escrow Fund as a result of increase or decrease in the anticipated monthly payment to IPBC, The IPBC may require a supplementary deposit to the escrow account, if necessary, to reduce an anticipated deficit in the escrow account. Should SWAHM accumulate any balance in any fund of the IPBC which, as a matter of right, it can withdraw, the Board of Directors may authorize a transfer of those monies to the Escrow Fund. This refund is to be accounted for in a manner which segregates each MEMBER's share. Each MEMBER's share will be calculated according to the same proportion as premiums paid during the year(s) the surplus was accumulated in relation to all premiums paid by SWAHM MEMBERS during that year(s). If the 16 surplus can not be associated with a specific fiscal year(s), then the transfer of any portion of the surplus to the Escrow Fund will be allocated to the individual Member based upon the amount paid by each of the MEMBERS over the lesser of the last five years or since the inception of SWAHM. Upon withdrawal or expulsion from SWAHM, any amount due after satisfying all outstanding claims, shall be returned to the former MEMBER. 13. ACCEPTANCE OF CONTRACT AND BY -LAWS OF THE INTERGOVERNMENTAL PERSONNEL BENEFIT COOPERATIVE: The MEMBERS hereby agree to accept the terms and conditions contained within the Contract and By -Laws of the IPBC, dated May 29, 1979, and as amended from time to time, except that the IPBC BY -LAWS may not be amended to require from SWAHM duties or responsibilities different from the other MEMBERS of the IPBC and not initially contained within this Agreement. 14. COMMENCEMENT OF SOUTHWEST AGENCY FOR HEALTH MANAGEMENT: This Agreement shall be in full force and effect and legally binding upon the signatory MEMBERS as of midnight the 30th day of June, 1992, if by that date the number of municipalities executing this Agreement equal five (5) or more and the combined total number of officers and employees covered by the benefit plan of the signatories is not less than one hundred and ninety (190). If by that date there are not five (5) or more municipalities with at least one hundred and ninety (190) covered individuals who have signed, then without further acts of the 17 parties, this Agreement shall terminate and be of no further force or effect. The commencement of SWAHM shall also require the admission of SWARM into the IPBC by the vote of the Board of the IPBC. 15. CONTRACTUAL OBLIGATION: This Agreement shall constitute the contract among those units of local government which become members of SWAHM. The obligations and responsibilities of the MEMBERS set forth herein, including the obligation to take no action inconsistent with this Agreement as originally written or validly amended, shall remain a continuing obligation and responsibility of the MEMBER. The terms of this Agreement may be enforced in a court of law or equity either by SWAHM itself or by any of its MEMBERS. The consideration for the duties herewith imposed upon the MEMBERS to take certain actions and to refrain from certain other actions shall be based upon the mutual promises and agreements of the MEMBERS set forth herein and the advantage gained by the MEMBERS in anticipated reduction of administrative costs for the processing of personnel benefits. Except to the extent of the limited financial contributions to SWAHM agreed to herein, or such additional obligations as may come about through amendments to this Agreement, no MEMBER agrees or contracts herein to be held responsible for any claims of any kind against any other MEMBER. The contracting parties intent in the creation of SWAHM is to establish an organization for joint personnel benefit administration only within the scope herein set forth, and have not herein created as between MEMBER and MEMBER, 18 any relationship of surety, insurer, guarantor, indemnitor, obligor, or otherwise have any responsibility for the debts or claims against any MEMBER. 16. ENTIRE UNDERSTANDINGS: This Agreement sets forth the entire understanding of the parties and may only be amended as provided for herein. 17. ASSIGNMENT: This Agreement shall not be assigned by any party hereto. 18. COUNTERPARTS: This Agreement is executed in multiple counterparts, each of which shall be deemed to be an original. 19. GOVERNING LAW: This Agreement shall be governed in accordance with the laws of the State of Illinois. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective Village Presidents and duly attested by their respective Village Clerks in accordance with ordinances duly passed by their respective corporate authorities. ATTEST: Village Clerk AT EST: illage Clerk Village of Frankfort, an Illinois oiG Municipal Corporation, BY: Village of Lemont, an Illinois Munici al Corporatio BY: 19 ATTEST: Village Clerk ATTEST: Village Clerk ATTEST: Village Clerk ATTEST: Village Clerk Village of Mokena, an Illinois Municipal Corporation BY: Village of New Lenox, an Illinois Municipal Corporation BY: Village of Plainfield, an Illinois Municipal Corporation BY: Village of Shorewood, an n> imic Municipal Corporation BY: 20