HomeMy Public PortalAbout2018.08.09 Joint Powers Agreement and Declaration of Trust IIIA JOINT POWERS AGREEMENT and
DECLARATION OF TRUST
Idaho Independent Intergovernmental Authority
This AGREEMENT is entered into this q day of t (/ct - , 201$'for the purpose
of facilitating the collective participation and negotiation of its members of health benefits coverage
with vendors doing business in Idaho or through health benefit pooling.
I. RECITALS
WHEREAS, public entities are authorized to provide their officers and employees with health
care benefits; and
WHEREAS, the undersigned, hereinafter designated as a "Member", is authorized by Idaho
Code Section §67-2326 et seq. to enter into agreements with one or more public entities for the
purpose of jointly exercising any power common to said public entities; and
WHEREAS, the Member, is authorized by Idaho Code Section §41-4101 et seq. To provide
for joint public agency self-funded health care programs; and
WHEREAS, the Member has been duly authorized by its respective governing body to enter
into this Agreement with the Idaho Independent Intergovernmental Authority; and
WHEREAS, it is the intention of the Members to create an irrevocable trust fund for the
purpose of funding health benefits for the benefit of the Members' employees pursuant to a joint
public agency self-funded health care program.
NOW, THEREFORE, BE IT AGREED BY AND BETWEEN the parties hereto as follows:
JOINT POWERS AGREEMENT-IDAHO INDEPENDENT INTERGOVERNMENTAL AUTHORITY
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II. DEFINITIONS
III-A - The Idaho Independent Intergovernmental Authority, established pursuant to the
statutes of this state by Joint Powers Agreements.
III-A Plan or Plan - The Idaho Independent Intergovernmental Authority Medical
Plan, established pursuant to the statutes of this state.
Board - The Board of Trustees of the III-A Plan which shall serve as Trustees as required by
Idaho Code, Title 41, Chapter 41.
Members - The political subdivisions, as defined in Idaho Code § 6-902(2), which qualify
and agree to the terms of this Joint Powers Agreement or any subsequent amendment thereto.
Joint Powers Agreement or Trust Agreement - means and refers to this Agreement
and Declaration of Trust wherein political subdivisions agree to participate in the offers of the
III-A Plan as set forth by the Board, and any subsequent modifications or amendments thereto.
Authority means and refers to the Idaho Independent Intergovernmental Authority (also
known as the III-A), a joint public agency self-funded health care plan operating pursuant to
Idaho Code §§67-2326 et seq. and Chapter 41, Title 41, Idaho Code.
Trustees means and refers to the Trustees and their successors provided for in this
Agreement.
Self-funded Plan or Plan means the joint public agency plan established by the Joint
Powers Agreement and documents relating thereto, and under which payment for medical, surgical,
hospital, and other services for prevention, diagnosis, or treatment of any disease, injury, or bodily
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condition of an employee is, or is to be, regularly provided for or promised from funds created or
maintained in whole or in part by contributions or payments thereto by a public agency employer, or
by a public agency employer and the employees of the public agency, and not otherwise covered by
insurance or contract with a health care service corporation, health maintenance organization, or
similar other third party prepayment plan.
Employee means and refers to all persons who are eligible, full-time employees of Members
except elected officials and individuals who provide proof of other medical, dental or vision benefit
coverage under a policy on which the coverage is primary for the employee seeking to waive coverage
and would remain primary whether or not the employee is covered by the Plan. The term
Employee also includes retirees of Members, provided that such participation complies with
Idaho law and provided that there has been no lapse in coverage between active status and retired
status.
Contract Administrator or Third Party Administrator (TPA) refers to the entity designated
by the Trustees to administer the Plan. Such Administrator is a fiduciary agent of the Trustees.
Fund means and refers to the Trust Fund created by this instrument, and shall mean
generally the monies, property, contracts or things of value, tangible or intangible, received and held
by the Trustees for the uses, purposes and Trust set forth herein, and those things of value which
comprise the corpus and additions to the Fund. The Fund is an irrevocable trust fund, which means
the Member does not retain any power to alter, amend, revoke or terminate the transfer of funds held
in the Trust Fund. Funds in the Trust Fund are fiduciary funds.
Member means and refers to each public agency, as defined in Idaho Code §§67-2327 and
41-4102(9), that is a party to the Joint Powers Agreement.
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Member Contributions means contributions made by each Member entity to the Fund for the
Plan.
Employee Contribution means the contributions made by the Employees of the Members to
said Fund.
Plan Document means the Joint Powers Agreement, any medical agreement, the
administrative services agreement, or any other agreement entered into by the Board of Trustees, and
the summary plan description, schedule(s) of benefits, and/or any other documents, brochures,
pamphlets, working rules, policies, or any and all other documents produced in furtherance of the
Plan.
Executive Officer means the individual that is the chief administrative official of the
Member and has the power to hire and fire employees.
III. PARTIES
The parties to this Agreement shall be those public agencies which qualify and agree to the
terms of this Joint Powers Agreement or any subsequent amendment thereto.
IV. PURPOSE AND COMMON POWER
The purpose sought to be achieved by the parties to this Agreement is the joint exercise of the
powers conferred by Idaho Code Section §67-2326 et seq. and Idaho Code Section §41-4101 et seq. to
provide officers and employees of Members with benefits in the most cost- effective manner possible
while emphasizing quality, price stability and financial solvency. The Members will seek to
accomplish this purpose through health benefit pooling, as authorized by Idaho Code Section §41-
4101 et seq.
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It is the intent of the Members of the III-A Plan to create an entity with unlimited duration
which will administer a self-funded health care plan and use funds contributed by the Members to
provide health care benefits to employees of the Member entities and their dependents, in accordance
with this Agreement. It is also the intent of the Members to have the III-A Plan provides continuing
stability and availability of needed coverages at reasonable costs. All income and assets of the III-A
Plan shall be at all times held in Trust and dedicated to the benefit of its Members.
V. IDAHO INDEPENDENT INTERGOVERNMENTAL AUTHORITY
By this Agreement there is created the Idaho Independent Intergovernmental Authority
(hereinafter Authority), a separate public agency formed to carry out the purposes set forth above.
The debts, liabilities and obligations of the Authority shall not be debts, liabilities or obligations of the
respective parties hereto except as otherwise provided in this Agreement.
Participation in the III-A Plan shall be comprised of those political entities which have entered
into this Agreement or any subsequent amendment to this Agreement by and through an individual
duly authorized to execute this Agreement, and who have agreed to tender the appropriate
contributions. Members agree to the admission of future Members in accordance with provisions of a
Joint Powers Agreement and acknowledge that they have no right to object to the addition of such
Members provided they are admitted in accordance with the terms hereof. This Agreement shall be
automatically renewed, annually or periodically, consistent with Board established policy terms,
unless the provision for withdrawal, expulsion or termination are applied in compliance with the
terms of this Agreement or adopted Board policy.
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VI. NON-WAIVER
The Members of the III-A, by participation in this program, do not waive any immunities or
limitations of liability provided to political subdivisions or their employees by law of the state of
Idaho or the United States; provided however, this paragraph or any other terms as stated in this Joint
Powers Agreement does not abrogate or waive in any way whatsoever the standards of conduct as to
fiduciary responsibilities of the trustees either individually or collectively as the Board of Trustees as
required under titles 41 and 68, Idaho Code or other applicable law.
VII. IRREVOCABLE TRUST FUND
Financial operations of the III-A are committed to the sound discretion of the Board of
Trustees with the primary intent being the long term solvency of the program through the use of an
irrevocable trust; said Trust Fund shall be actuarially sound, that its assets and income must be
adequate under reasonable estimates for payment of all benefits promised to beneficiaries of the Plan.
Contributions from Members shall be determined by the Board, considering, among other factors,
risk exposure as determined by actuarial information, loss experience, net operating
expenditures, costs of administering claims, and other appropriate or necessary costs.
The Fund is an irrevocable trust fund, which means the Member does not retain any power to
alter, amend, revoke or terminate the transfer of funds held in the Trust Fund. Funds in the Trust
Fund are fiduciary funds.
The III-A Joint Powers Agreement establishes an Irrevocable Trust Fund which shall consist
of funds the Board deems reasonably sufficient to annually produce the sum of money necessary to
fund the current year benefit claims and claims expenses, provide for any stop loss insurance, excess
insurance requirements, provide for fidelity bonds, other operating expenses, plus funds necessary to
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meet the III-A Plans obligation to satisfy the requirements of any regulatory authority. The Trust
Fund shall be legally liable for payment of all applicable benefits stated in the statement or schedule
of benefits in effect at the time a claim there under arises.
The name of this Trust is and shall be the III-A Trust and shall in all respects be governed
by the laws of the State of Idaho and administered to accomplish the purposes expressly, and by
necessary implication, contained herein.
The express purpose and primary objectives of the Trust are:
a. To establish and maintain a program of providing and maintaining health benefits for
Employees of Members;
b. To pay for costs of wellness programs designed to improve the health of employees;
c. To pay for costs of administration and related expenses through self- funded programs;
e. To reimburse the Trustees for any other expenses necessarily or properly incurred by
them in the performance of their duties under this Trust Agreement; and
f. To empower the Trustees to enter into contracts and provide such benefits through self-
funding, and to place into effect and maintain the desirable Schedule of Benefits.
The foregoing expressions of purpose are not exhaustive and, in addition to other related objectives
reasonably inferred from that list, that the Trust shall have such other objectives as may be lawful
under Idaho law.
VIII. MEMBERSHIP DELEGATION
Each Member may appoint a delegate to represent it at the annual meeting of the Membership
delegation. At this meeting, the Board shall report to the delegation and the delegation shall elect the
Board of Trustees as provided herein. Each Member to this agreement may change its delegate at any
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time provided that the Member gives the chairperson of the Authoritys Board of Trustees written
notice of the change prior to the first meeting at which each new delegate attends for the purpose of
representing the Member. Each delegate is entitled to cast one vote on each action item at any duly
constituted meeting of the delegation at which he or she is present.
A quorum shall consist of the presence of delegates representing fifteen percent of the
Members, provided that a minimum of ten delegates must be present for the transaction of Authority
business at a meeting of the delegation. However, in the event that there are less than twenty
Members of the Authority, a quorum shall consist of the presence of delegates representing
twenty-five percent of the Members, provided that a minimum of two delegates must be present for
the transaction of Authority business at a meeting of the delegation. A vote of a majority of the
Members present at any such annual meeting shall be sufficient to approve an action of the
Membership Delegation.
IX. BOARD OF TRUSTEES OF AUTHORITY
This agreement shall be administered and contracts with vendors shall be executed by the
Authoritys Board of Trustees, hereinafter referred to as the Board. The Membership of the Board
of Trustees shall be as follows: the Board of Trustees shall consist of no more than eleven Members.
Five Trustees shall be chosen based on the number of employees eligible for enrollment in the
Authoritys medical program for each Member. The five Members having the highest number of such
eligible employees shall have a Trustee on the Board of Trustees. The Member shall submit the name
of the prospective Trustee to the Membership at the annual meeting for ratification by a majority of
the Members present at such annual meeting.
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For the first two years following the formation of the Authority, the City of Ketchum shall be
entitled to have a Trustee on the Board of Trustees. If the City of Ketchum qualifies for a Trustee
position based on the number of employees, its Trustee position for the first two years shall be one of
the five dedicated seats based on the number of employees. Otherwise its Trustee position shall be a
member at large.
Ninety days prior to the annual meeting of the Members, the Board shall verify the number of
eligible employees for each Member in order to determine the five Members that are entitled to a
Trustee on the Board of Trustees. Such Trustees shall hold seats numbered one through five on the
Board of Trustees.
Five additional Trustees shall be elected from the delegation, provided that no Member shall
have more than one Trustee on the Board of Trustees. The Board of Trustees shall appoint one
additional Trustee. Such elected and appointed Trustees shall hold seats numbered six through
eleven on the Board of Trustees.
Positions six through eleven on the Board of Trustees shall be staggered after the first term,
which shall be for a period of one year. The Board of Trustees shall determine the length of the
second term for positions six through eleven in order to stagger the terms. Thereafter, terms for
positions numbered six through eleven shall be for a term of three years, and shall be staggered so that
not more than two terms expire each year.
In the event that a trustee on the Board of Trustees resigns his position or is no longer able to
serve, the Board shall appoint a delegate to fill the vacancy for the remainder of the term.
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The executive officer of a Member cannot serve as a Trustee on the Board of Trustees. If a
Trustee eventually holds an executive office, such Trustee shall be replaced with another
representative of the Member.
X. MEETINGS OF THE MEMBERSHIP DELEGATION AND BOARD OF
TRUSTEES
There shall be an annual meeting of the Membership delegation. The Board of Trustees shall
meet at least once each quarter. Minutes shall be kept of all Board and delegation meetings by the
secretary of the Board. A simple majority of the Board shall constitute a quorum for the transaction of
business. Each delegate shall have one (1) vote at delegation meetings and each Trustee shall have
one (1) vote at Trustee meetings. Delegates and Trustees must be present at the meeting to vote.
All meetings of the delegation and the Board shall be subject to the Idaho open meetings act
(Idaho Code §67-2340 et seq.). The Board shall adopt rules and regulations for conducting
delegation and Board meetings in conformity with the law.
XI. OFFICERS OF THE BOARD
The officers of the Board of Trustees shall consist of the chair, vice-chair and secretary. The
chair shall be responsible for developing meeting agendas and conducting meetings.
The chair shall be authorized to make administrative decisions on behalf of the Authority
subject to Board policies.
The vice-chair shall fulfill the chairs duties in his or her absence.
The secretary shall cause minutes of all meetings to be kept and shall, upon request, cause a
copy of the minutes to be forwarded to any Member of the Authority. The secretary shall fulfill the
duties of the chair and vice-chair in their absence.
For the first two years following the formation of the Authority, the City of Ketchums
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Trustee shall be entitled to hold the position of chair.
XII. POWERS AND DUTIES OF AUTHORITY BOARD OF TRUSTEES
A. Powers and Duties. The Trustees shall have all powers with regard to trust property
granted by Idaho law on the date hereof, and, in addition, shall have the following specific powers:
a. To hold, manage, care for and keep the Fund and collect the income and
increments thereof, and keep and maintain adequate and proper records to render
an annual audit, accounting and reports as hereinafter mentioned;
b. To employ or hire such agents, attorneys, accountants, actuaries,
Employees or other persons, and may lease premises and equipment, as may be
necessary or desirable in administering the Fund and carrying out its purposes. The
necessary and reasonable fees, salaries, wages, emoluments or compensation of any
and all such persons shall be paid from the Fund;
c. To sell, convey, transfer, pledge, lease or otherwise dispose of the same without
the approval of any court and without any notice to Members or Employees and
without obligation upon any person dealing with the Trustees to be responsible for the
application of any money or other property delivered to them, to the extent permitted
by Idaho law (or Title 41, Chapter 41, Idaho Code);
d. To pay any and all taxes of whatsoever nature the Fund is or may be obligated to
pay, and incur any expenses for supplies, rental of space, or other items or anything
else believed to be necessary or desirable in administering the Fund and carrying
out the objects and purposes of this Trust;
e. To borrow money for the purposes of the Trust and to give security therefor;
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f. To exchange property or securities for other property or securities;
g. To vote, either in person or by proxy, any shares of stock held as part of the
assets of the Trust;
h. To collect the principal or income of the Trust as the same shall become due
and payable, and, if necessary, to take such legal proceedings as it may deem advisable
in the best interests of the Trust to collect any sum of money due to the Trust. The
Trustees shall be under no obligation to commence suit unless they shall first have
been indemnified by the Members with respect to expenses or losses to which the Trust
may be subjected through taking such action;
i. To have all right, power and authority to do all those things which, in the
opinion of the Trustees may be necessary or desirable for the administration
and operation of and accomplishments of the objects and purposes of the Fund and this
Trust and Trust Agreement in compliance with title 41, chapter 41, Idaho Code.
B. Authority of Trustees.
a. The Trustees, in carrying out the purposes of this Trust Agreement, shall have
the power and the right to provide the intended benefits under this Trust by means of
self- funding by the Trust.
b. Except as limited by law, a majority of the Trustees may in writing designate
one or more of the Trustees or another individual to act on behalf of all the Trustees. A
third party dealing with the Trustees may conclusively presume that any exercise of
power within the scope of a written designation is authorized by the Trustees and is in
accordance with the terms of this Agreement. In the absence of such written
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designation, any action approved by a majority of the Trustees shall be conclusively
binding.
c. The Trustees may, subject to their discretion and the continuing right to change,
obtain for the beneficiaries of the Trust, the forms of employee benefits.
d. All member and employee contributions must be deposited by the Trustees in
the name of the Trust. All corpus or portions of the Fund not expended may be
deposited by the Trustees in the name of the Trust in such depository or depositories or
investments as the Trustees shall from time to time select, as authorized in writing, and
any such deposit or deposits should carry or bear interest. The Trustees are empowered
to receive for the benefit of the Trust Fund such interest as might accrue on the above
deposits. If not so deposited, any accumulated funds not currently required for the
purposes of this Trust shall be invested by the Trustees in reasonably secure,
reasonably liquid investments permitted for investment of such funds pursuant to
Idaho law
e. The Trustees may invest reserves required by Idaho Code §41-4110 and other
funds available for the purposes of the Trust in investments authorized by Idaho Code
§41-4109. All such investments shall be made and held in the name of the Trust Fund,
and the interest and yield thereon shall inure to the account of the Trust Fund. No
investment shall be made unless authorized in writing by the Trustees and so shown in
the records of the Trust Fund. Any Trustee or other person who authorizes any
investment of Trust Fund moneys in violation of Section 41-4109, Idaho Code, shall, in
addition to other penalties provided under Idaho law, be liable for all loss suffered by
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the Trust Fund on account of the investment. No investment made in violation of
Section 41-4109, Idaho Code, shall constitute an asset in any determination of the
financial condition of the Trust Fund.
f. The Trustees shall not receive compensation for their services rendered. The
Trustees shall receive reimbursement for actual reasonable expenses incurred.
g. All checks, drafts, vouchers, or other withdrawals from the Fund or depositories
or investments shall first be authorized by the Trustees and then signed by appropriate
signators as determined by the Trust, except that checks for claims payment and
authorized expenses may be signed by an authorized representative of the Contract
Administrator responsible for administering the self-funded benefits.
h. In the event there shall be any disagreement between the Trustees and the
Contract Administrator over exercise of powers granted herein, the Trustees shall
prevail, and the service organization shall have no liability to any person with respect
to such act or omission in the event it shall give notice in writing of its dissent from
such act to each Trustee and to each Member.
i. The benefits to be provided hereunder shall be set forth in an Employee
Booklet that shall be provided to each employee-beneficiary of the Plan clearly stating
all benefits currently allowable under the Plan, together with all applicable restrictions,
limitations, and exclusions, and the procedure for filing a claim of benefits.
j. The accounting year of the Fund shall be on a fiscal year basis,
commencing on the first day of October of each year, and ending on the last day of
September of the following year, provided that the first fiscal year of the Fund shall
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begin on the date of registration with the State of Idaho and end on the last day of
September, 2012. Any report required by law, city, county, State or federal, or the
respective subdivisions thereof, shall be made by the Trustees. The Trustees shall have
an annual audit and accounting of the Trust Fund by an independent Certified Public
Accountant in accordance with generally accepted accounting practices, at the end of
each fiscal year. The CPA shall certify to the accuracy of his audit and accounting. A
statement of the results of each audit shall be available for inspection by authorized
persons at the Principal Office of the Trust for a period of not less than five (5) years.
Copies of the audit and generalized statements of the accounting and reports shall be
delivered to each Trustee and each Member after each audit or at other times when
necessary. In addition to the audit required by this Section, the Trustees shall promptly
make the books, records and accounts of the Plan and Trust Fund available to the
Director of the Idaho Department of Insurance, and do all other things necessary to
comply with the examination requirements of Idaho Code §41-4113.
k On an annual basis the Trustees shall contract for an actuarial study of all self-
funded programs to establish reserve levels, set appropriate funding and contribution
rates and ensure compliance with state and federal laws and regulations. The Trustees
shall also contract with an actuary to ensure accurate quarterly reports, which shall be
submitted to the Department of Insurance.
l. The Trustees shall have the power to adopt rules and regulations for the
administration of the Fund and/or Trust, which shall be consistent with the covenants,
terms, conditions, obligations and duties as set forth in this Trust Agreement, and such
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rules and regulations shall be binding upon all persons dealing with the Fund and upon
any and all persons claiming any benefits hereunder. Provided such rules and
regulations shall not conflict with any provision of this Agreement.
m. The Trustees shall procure dishonesty insurance policies or surety bonds for the
Trust and persons authorized to receive, handle, deal with or draw upon the monies in
the Fund for any purpose whatsoever, said bonds to be in such reasonable amount to
reasonably aid in reimbursing bondable loss of money, and in the event shall meet the
requirements as may be required, from time to time, by applicable United States or
Idaho law, including Idaho Code §41-4114(3). Such bonds are to be obtained from a
reputable fidelity or surety company or companies as the Trustees shall determine.
Any such bonds or policies shall only be cancelled upon giving no less than thirty (30)
days written notice to the Trustees and to the Director of the Idaho Department of
Insurance. The cost of the premiums on such bonds shall be paid out of the corpus or
income of the Fund.
n. The Trustees shall be required to execute annual conflict of interest disclosure
statements, consistent with the requirements of Idaho Code §§41-223(1), 41-4115, and
Title 68, Idaho Code. The Trustees shall also require its Contract Administrator, and
other consultants to execute conflict of interest disclosure statements.
XII. FUNDS OF THE AUTHORITY
A. ESTABLISHMENT OF AUTHORITY FUNDS
The Board shall establish an irrevocable trust fund for the purpose of receipt of contributions,
making claim payments, payment of stop loss premiums to insurers contracting with the Authority and
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administrative expenses under the Authoritys self-funded program(s). Revolving bank accounts may
be established to facilitate payment of claims provided such accounts are established as irrevocable
trust funds. Deposits to and withdrawals from these funds shall be made as provided herein. All
money acquired by or belonging to the Authority shall be kept in said irrevocable trust funds and all
funds of the Authority are fiduciary funds. Books and records of the Authority shall be open for
inspection at all reasonable times. All records are public information and will be available upon
request.
B. ANNUAL CONTRIBUTIONS
For each fiscal year commencing October 1, and ending September 30, each member to this
Agreement shall contribute to the Authority an amount equal to the total estimated annual cost of its
participation in the self-funded program of the Authority as calculated by the Board, paid in advance
to the Authority in monthly installments based upon the number of employees enrolled in each
program. All contributions shall be payable to the name of the Trust, and shall be paid in the manner
and form determined by the Trustees. Contributions shall be deposited and disbursed from a trust
fund created and existing under this Agreement between the Member and Board of Trustees. The
purpose of this trust is to provide for the pooling of contributions for health care costs as described in
Title 41, Chapter 41 of the Idaho Code. If employees are required to pay for any portion of the
contribution, such payment shall be by regular periodic payroll deductions and shall be paid by the
Member to the Trust Fund on a monthly basis, except as to contributions made by an employee during
his absence from employment for such period as the Plan may reasonably provide.
Subject to the provisions providing for termination of this Agreement, all Contributions to the
Trust shall be irrevocable, and under no circumstances shall any monies properly paid into the Trust,
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or any part of the Trust, be recoverable by or payable to the Members or any Employee, nor
shall any of the same be used for or diverted to purposes other than for the exclusive program of
benefits for Employees and beneficiaries provided hereunder.
The Trustees shall arrange for the disbursement of benefits under the Plan through a Contract
Administrator appointed by the Trustees.
Prior to payment to an Employee or his beneficiary, all assets of the Trust shall be owned by
the Trust and shall not be liable in any way for any debt or obligation of any Employee or any
Member. To the extent permitted by law, all Trust benefits shall be exempt from attachment,
garnishment, levy of execution, bankruptcy proceedings, or other legal process at any time
subject to the Trustees possession and control; but in any event such assets shall be subject to such
process only to the extent of such Employees benefits hereunder as they fall due.
No Employee or other beneficiary shall have any right or claim to benefits under the Plan
except as specified in the self-funded benefits procured or entered into pursuant to this
Agreement. Any dispute as to eligibility, type, amount, time or duration of benefits provided by the
Fund as self-funded, shall be decided by the Trustees, subject to the Employees right to external
review as provided in Idaho Code, Title 41, Chapter 59.
C. ADJUSTMENT OF CONTRIBUTIONS
During the course of each fiscal year covered by this Agreement, the Board shall review and
determine whether contribution rates should be adjusted to reflect substantial changes in anticipated
costs or other unforeseen events occurring after the commencement of the fiscal year. In the event the
Board determines that an immediate change in contribution rates is required, the Board shall provide
at least sixty days notice to Members before such change in contribution rate is effected.
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D. CONTRIBUTIONS FOR FUTURE YEARS
For each fiscal year, the Board shall transmit to each party by no later than sixty days
preceding the commencement of the new fiscal year the Members contribution rates for such year.
The contribution rates so projected shall constitute the limit of each partys annual liability for costs
unless subsequently adjusted by the Board of Trustees as herein provided.
E. CONTRACT ADMINISTRATOR
1. The Board may appoint a Contract Administrator of the Authority.
(a) All checks, drafts, vouchers, or other withdrawals from the Fund or
depositories or investments shall first be authorized by the Trustees and then signed by
appropriate signators as determined by the Trust, except that checks for claims
payment under the self-funded benefit provisions of this Trust or checks for Board
authorized expenses may be signed by an authorized representative of the Contract
Administrator responsible for administering the self-funded benefits.
(b) In the event there shall be any disagreement between the Trustees and
the Contract Administrator over exercise of powers granted herein, the Trustees shall
prevail, and the service organization shall have no liability to any person with respect
to such act or omission in the event it shall give notice in writing of its dissent from
such act to each Trustee and to each Member.
(c) A separate fidelity bond shall be required for the Contract Administrator
pursuant to Chapter 9, Title 41, Idaho Code.
(d) The Contract Administrator shall be a fiduciary agent of the Board of
Trustees and the Trust.
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XIII. LIABILITY OF BOARD
The Trustees of the III-A owe a duty to the beneficiaries of the Trust to comply with prudent
investor rule set forth in Title 68, Chapter 5 of Idaho Code. Trustees shall invest and manage trust
assets as a prudent investor would and Trustees must make reasonable efforts to verify facts relevant
to the investment and management of trust assets. Provided Trustees comply with their fiduciary
duties, they $hall not be liable for any mistake of judgment or other action made, taken or omitted by
them in good faith; nor for any action taken or omitted by any agent, employee or independent
contractor selected with reasonable care, except with regard to liability as stated in Idaho Code §41-
4109(5) or other violations of title 41, chapter 41, Idaho Code. No Trustee shall be liable for any
action taken or omitted by any other Trustee. The assets of the III-A shall be used to defend and
indemnify any Trustee, officer, or employee for actions by such person in good faith within the scope
of his or her Authority for the III-A as public officials in the state of Idaho.
XIV. ELIGIBILITY FOR MEMBERSHIP
Any public agency as defined in Idaho Code Section §41-4102(9) (hereinafter
entity/agency), may be eligible for participation in the health care benefit programs established
pursuant to this Agreement if, and only if, such public entity/agency satisfies all of the following
requirements:
A. The public entity/agency must be located within the State of Idaho.
B. The public entity/agency cannot be an agency of the state government.
C. Written application for admission to the program must be filed with the Board by no
less than sixty (60) days prior to the effective date of membership.
JOINT POWERS AGREEMENT IDAHO INDEPENDENT INTERGOVERNMENTAL AUTHORITY
PAGE 20 of 25
D. The application must be accompanied by a formal resolution of the governing body of
such public entity/agency authorizing the inclusion of the entity/agency into this program. As the
Board deems appropriate, additional information may be required.
E. The application must thereafter be ratified by a majority of the entire membership of
the Trustees of the Board. The decision of the Board shall be final.
F. Following the determination specified in paragraph E hereof, the Board shall notify the
applying entity/agency of the anticipated total contributions computed for the first years participation
by the entity/agency, which total shall include an additional assessment, in an amount recommended
by the Board, constituting the applying entity/agencys share of accumulated reserves. The notice
shall also inform the applying entity/agency of the amount of its first monthly payment. The applying
entity/agency shall be deemed to be admitted to the Authority upon deposit of its first monthly
payment and this assessment.
F. All eligible, full-time employees of Members must participate in programs offered
by the Authority except elected officials and individuals who provide proof of other medical, dental or
vision benefit coverage under a policy on which the coverage is primary for the employee seeking to
waive coverage and would remain primary whether or not the employee is covered by the
Authority. Retirees of the Members may also participate in Authority programs provided such
participation complies with Idaho law and provided that there has been no lapse in coverage between
active status and retired status.
JOINT POWERS AGREEMENT IDAHO INDEPENDENT INTERGOVERNMENTAL AUTHORITY
PAGE 21 of 25
XV. WITHDRAWAL BY MEMBER
A. NOTIFICATION
Any Member may elect to withdraw from Membership in the Authority and from
participation in its programs effective September 30 of any year by giving written notice to the
Authority by no later than July 1 of the same year. It shall be a condition precedent to the making
of such an election that the Member has completed not less than three full fiscal years as a Member of
the Authority immediately prior to the proposed effective date of its withdrawal. The notice of
withdrawal shall consist of a resolution adopted by the governing body of the Member, expressly
stating the partys intention to exercise its right hereunder to withdraw effective the next
succeeding September 30.
A Member which withdraws without complying with the above paragraph will be subject to a
penalty equal to the contributions paid or charged against the Member for the twelve (12) month
period prior to the effective date of the Members unauthorized withdrawal. The penalty shall be paid
in full within ninety (90) days following the date of unauthorized withdrawal. In the event that such
penalty is determined to be a violation of Article VIII, Section 3, of the Idaho Constitution, such
penalty shall not be assessed.
B. UNFUNDED LIABILITY
The Member must pay in full the amount of its proportionate share of any cumulative
unfunded liability as determined by the Board. The penalty shall be paid in full within ninety (90)
days following the date of unauthorized withdrawal.
JOINT POWERS AGREEMENT IDAHO INDEPENDENT INTERGOVERNMENTAL AUTHORITY
PAGE 22 of 25
C. RE-ADMISSION
A Member which has withdrawn must be a non-Member for a period of two (2) complete
program years and must apply for membership pursuant to Section XIII.
XVI. INVOLUNTARY TERMINATION OF MEMBER
The Authority may, if it deems such action necessary to achieve the purposes stated
hereinabove, elect to terminate any Members participation under this Agreement without that
Members consent. The terminated Member shall have the financial responsibilities expressed in
Article XVIII.B. Such action may only be taken upon an affirmative vote of two-thirds of all the
Members of the Board of Trustees followed by ninety (90) days written notice to the party of its
involuntary termination.
XVII. DISSOLUTION OF AUTHORITY
The term of this agreement is intended to be perpetual. The Authority may elect at any time to
terminate its joint activities carried on pursuant to this Agreement. Such election to terminate shall
not be effective unless authorized by duly adopted action of each of the governing bodies of at
least three-fourths of the current Members and by written request of the Board of Trustees to the
Director of the Idaho Department of Insurance and entry of his order terminating said Plan and Trust
Fund in accordance with Section 41-4118, Idaho Code, or its subsequent equivalent
In the event of termination of this Joint Powers Agreement such that the III-A is dissolved, all
assets of said Plan and Trust Fund shall be liquidated, and such liquidation shall be conducted by the
Board of Trustees under a plan of liquidation in writing filed with the Director of the Idaho
JOINT POWERS AGREEMENT IDAHO INDEPENDENT INTERGOVERNMENTAL AUTHORITY
PAGE 23 of 25
Department of Insurance and approved by the Director in accordance with section 41-4119, Idaho
Code, or its subsequent equivalent.
XVIII. ACCESS TO EMPLOYEES
Members agree to cooperate with the Authority and with consultants of the Authority in
coordinating access to Employees for the purpose of training, obtaining relevant information,
completing required forms, etc. All necessary steps shall be taken to ensure that the Authority, its
Trustees, and its consultants comply with HIPAA.
XIX. STOP LOSS PROVISION
An integral part of the Trust will be an aggregate stop loss and specific stop loss insurance.
Stop loss coverage will be provided by an authorized carrier licensed to execute contracts in the State
of Idaho, pursuant to the requirements of Idaho Code §41-4104.
XX. SEVERABILITY
In the event that any portion of this Agreement is hereafter found or declared to be void or
otherwise rendered inoperative in any way, the remainder of this Agreement shall continue in full
force and effect separate and apart from the portions so invalidated.
XXI. AUTHORITY TO AMEND AGREEMENT
The Board of Trustees shall have the authority to amend this Agreement by a three- fourths
vote at a properly noticed meeting. In the event this Agreement is amended, the Authority shall first
obtain authorization from the Department of Insurance.
XXII. VENDOR-CARRIER SELECTION
The selection of vendors and consultants for the Authority shall be at the sole discretion of the
Board. Program offerings shall be at the sole discretion of the Board.
JOINT POWERS AGREEMENT IDAHO INDEPENDENT INTERGOVERNMENTAL AUTHORITY
PAGE 24 of 25
Approved by the agency's governing board on(111 / a5 4- 9 , 20
••• L %�. / �—
��r'°`M °''°..1,��.,, gency Re/e t. •,ve and Title Aii
�A1, *- at: re tjwtova (�', V
cJ Attest:
7. E";s �.0 0 g
:1-,.�� ,-... z: 4;:-$ • aik
1,/CCALt• ��� C erk ee l e JU9 lil e1.
'IIIrrri i11111%%•'
Approved by the III-A Board of Trustees on , 20 .
Aie )4
Rick Watkins, III-A Chain�ltan
Attest:
Ne0- Pa_te,
III-A Executive Direc
JOINT POWERS AGREEMENT-IDAHO INDEPENDENT INTERGOVERNMENTAL AUTHORITY
PAGE 25 of 25
Approved by the agency's governing board on ,((I .t __,20 /IS
,agency Re •ese t ve and Title
Attest: 'J/
564-4)-(.(--,,-V7,/ (-://, ,a(->"-
Clerk 1 Are au
Approved by the III-A Board of Trustees on August 8 ,20 18
Ric ' atkins,III-A hairman
Attest:
•
III-A Exe. Director
t:i
I
I
JOINT POWERS AGREEMENT—IDAHO INDEPENDENT INTERGOVERNMENTAL AUTHORITY
PAGE 25 of 25
I
ADDENDUM TO AGREEMENT
ADDENDUM TO AGREEMENT, made and entered into this 9' day ofo 2018, by and
Calla
between Idaho Independent Intergovernmental Authority("Ill-A") and City Mc , public entity
under I.C. §67-2326 of the State of Idaho ("Member"),
WITNESSETH:
WHEREAS,the III-A Trust would like to offer participation with entities that provide fire and
police protection to public entities;
WHEREAS,these entities may be empowered to engage in collective bargaining and therefore
negotiate specific terms and conditions of employment, see, e.g. I.C. §44-1801;and
WHEREAS,these entities desire to explore participating in the Ill-A; and,
WHEREAS,the III-A Trust Agreement ("JPA") may require a public entity to entirely participate in
the Ill-A,such that an addendum is needed in order to include these groups; and,
NOW,THEREFORE,for and in consideration of the premises and of the covenants, agreements
and conditions hereinafter set forth and those set forth in the Agreement referred to above,the parties
agree to amending the III-A JPA as follows:
SECTION 1:Section II "Definitions"
"Members"-The political subdivisions,as defined in Idaho Code §6-902(2), which qualify and
agree to the terms of this Joint Powers Agreement or any subsequent amendment thereto. Members
also include Member(Collective Bargaining Eligible)groups that provide police or fire services to
government entities that are eligible to participate in collective bargaining as a bargaining unit.
SECTION 2:Section IX"Board of Trustees of Authority",the following paragraphs shall be amended:
This agreement shall be administered and contracts with vendors shall be executed by the
Authority's Board of Trustees, hereinafter referred to as the "Board." The Membership of the Board of
Trustees shall be as follows:the Board of Trustees shall consist of no more than eleven Members. Five
Trustees shall be chosen based on the number of employees eligible for enrollment in the Authority's
medical program for each Member. The five Members having the highest number of such eligible
employees shall have a Trustee on the Board of Trustees.;four Members and one Member(Collective
Bargaining Eligible).The Member shall submit the name of the prospective Trustee to the Membership
at the annual meeting for ratification by a majority of the Members present at such annual meeting.
ADDENDUM TO AGREEMENT- 1
For the first two years following the formation of the Authority,the City of Ketchum shall be entitled to
have a Trustee on the Board of Trustees. If the City of Ketchum qualifies for a Trustee position based on
the number of employees, its Trustee position for the first two years shall be one of the five dedicated
seats based on the number of employees. Otherwise its Trustee position shall be a member at large.
IN WITNESS WHEREOF,the Member, and the III-A have hereunto caused their names to be
subscribed as of the day and year herein first above written.
IDAHO INDEPENDENT��D,, INTERGOVERNMENTAL AUTHORITY
By (" eN190
Rick Watkins, Ill-A Chairman
ATTEST:
Page,
Amy Manning, Ill-A Executive Director
MEM R
B
T
Ti ' :
I LI 0 i lN'-VW ot►unthrr4i
�1cC A(, '/i��
(5 �wc00n�s1 L
ATTEST: s Fg SEAL
•
P.
r—.42.1ASS. 44k4 / � ^ Uo o
74.( \
Title:., SS • • /. '�,c °.',1�so.e=
for the first-ti,vo-years-fel-leving-the for ati�ien omhe-Aim: ' , - }um-shall-b&e le4-te
iia• - . . _.. . . - . . sed erg
•- •• a ,' -- .. 3 - _ • : :•- 44e-five-dedicated
seats based on t al yee&. ^thee ise its Trustee pesitien-shall-bc a member at large.
IN WITNESS WHEREOF,the Member, and the III-A have hereunto caused their names to be
subscribed as of the day and year herein first above written.
IDAHO I► 0 PENDENT I •TERGOV RNMENTAL AUTHORITY
BY a _ 1////
Rick .tkins,Ill-A Chairman
d
T:
_.4... a Vt-M_
Amy Mai 141,I-A Executive Director
MEMB R
BY w•
, inlayer
ATTEST:
• Title:j�jc'S5/eJ• tAIA9