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HomeMy WebLinkAboutRes 08-11 WA Contract Region XI ESC BC Benefits Coop Agreement WESTLAKE ACADEMY RESOLUTION NO. 08-11 EDUCATION SERVICE CENTER REGION XI BENEFITS COOPERATIVE INTERLOCAL AGREEMENT RESOLUTION AND AGREEMENT. WHEREAS, Westlake Academy, an open-enrollment charter school operated by the Town of Westlake, Texas, ("Participant") pursuant to the authority granted under Chapter 791 Government Code, as amended, desires to Coln together with other school districts, charter schools, or governmental entities to participate in employee benefits offered by the Education Service Center Region XI Employee Benefits Cooperative (the "ESC Region XI BC"), holding the opinion that participation in these programs will be beneficial to the school district, charter school, or governmental entities and its employees; and, WHEREAS, the ESC Region XI BC is managed by a committee called the Board of Record that consists of the superintendents or chief executive officers or their designees from each of the Participants in the Coop; NOW, THEREFORE,BE IT RESOLVED that Board of Trustees of Westlake Academy requests the ESC Region XI BC to include Westlake Academy as a participant. Westlake Academy acknowledges and agrees to the following: 1. The purposes of the ESC Region XI BC are governmental functions or services that each party to this agreement is authorized to perform individually; 2. Any obligation to pay any fees will come from current revenues available to the Participant; 3. Such fees fairly compensate the parties performing the functions and services under the agreement; 4. This agreement incorporates the Operational Procedures developed by the Board of Record as it currently exists or may he hereafter amended by action of the Board of Record; 5. Participant delegates to the Board of Record authority to modify the Operational Procedures as the Board of Record decros in the best interests of the ESC Region XI BC; 6. Participant delegates to the Board of Record all purchasing functions related to the purposes of this interlocal agreement to the maximum extent permitted by law; 7. Participant shall comply with the Operational Procedures as established, modified, and/or approved by the Board of Record; 8. The ESC Region XI BC shall comply with the purchasing requirements for the purchase of personal property and services as required by Chapter 44 of the Education Code and Chapter 791 of the Local Government Code; 9. The term of this agreement shall be one year, from September 1,2008,to August 31, 2009, and shall automatically renew annually without the need for Participant's Board action; and 10. Participant or the ESC Region XI BC may terminate Participant's participation in the ESC Region XI BC for any reason by giving written notice to the ESC Region XI BC Board of Record sixty (60) calendar days before the anniversary date of this agreement. 1 BE IT FURTHER RESOLVED that the Board of Trustees of Participant authorizes its Superintendent/CEO to execute any and all documents and take whatever action necessary to carry out the desires of the Board of Trustees as stated herein. I certify that the foregoing is a true and correct copy of the resolution and agreement adopted by the Board of Trustees of Westlake Academy and that the same is reflected in the minutes of the Board meeting held on August 11, 2008. In witness thereof, we hereunto affix our signatures this 11th day of August, 2008. BY: A&'k Laura Wheat Signature of School Board or Charter Typed Name of School Board or Charter Schoo oard Pr ident School Board President Kim Sutter i nature of School Board or Charter Typed Name of School Board or Charter chool Board Secretary School Board Secretary Thomas Brymer ignature Se of Bo d or Charter Typed Name of School Board or Charter School Sup ri endent/CEO School Board Superintendent/CEO Name of Agency: hle5� e 4eadem)l .- Address: -,) c r. #202 e �� 7 � Z Name of Contact Person: G)Oa Phone Number: r�l17 q?O r5 711 { Wes Eversole Signature of ESC Region XI BC Board Typed Name of ESC Region XI BC Board President President UIL iam Stokes Signature of ESC Re ion XI BC Board Typed Name of ESC Region XI BC Board Secretary Secretary ' Richard Ownby Signature of ESC Region XI Pxei, e Typed Name of ESC Region XI Director Executive Director i 71-2 Date Approved by ESC Region XI BC 2 OPERATIONAL PROCEDURES AGREEMENT ESC REGION XI BENEFITS COOPERATIVE 2008-2009 This Operational Procedures Agreement has been reviewed and is hereby agreed to by the Board of Record of the ESC REGION XI Benefits Cooperative (ESC REGION XI BC), as well as by all other current or future members of the ESC REGION XI BC, hereinafter individually referred to as Participant. Acceptance of these procedures is acknowledged as a requirement for participation in the ESC REGION XI BC. It is agreed and understood that 1. The objective of the ESC REGION XI BC is to develop, procure, and administer employee benefits programs that embody the concept of providing improved benefit provisions to Participant's employees and reducing costs. 2. The purpose of this agreement is to define and clarify governance, rights and responsibilities, termination guidelines, and liability and methods by which parties to this agreement shall conduct business. DEFINITIONS 1. Board of Record - The governing body of the ESC REGION XI BC. Composition of the Board is comprised of the superintendent/designee from each entity that is a member of the ESC REGION XI BC and the ESC Region XI executive director/designee. 2. Participant - Any entity that has been accepted/approved for participation by the ESC REGION XI BC Board of Record. 3. Employee Benefits Program —A program that shall include, but not be limited to, dental insurance, life insurance, disability income protection, flexible spending accounts, and other benefits as determined by the Board of Record. 4. Runout Claim -A runout claim is any claim incurred prior to the termination date that has final disposition after the termination date. PROVISIONS I. Membership in ESC REGION XI BC A. Membership of the ESC REGION XI BC shall consist of school districts and charter schools that commit to be Participants by executing the Interlocal Agreement and approving these Operational Procedures. B. By executing this agreement, the Participant transfers its rights to acquire employee benefits programs to the ESC REGION XI BC. 1 II. Governance Structure of the ESC REGION XI BC A. Membership -- Direction of the ESC REGION XI BC is vested in the Board of Record consisting of each member superintendent/designee and ESC Region XI executive director/designee. B. Meetings —The Board of Record will meet as often as required to fulfill its role and function. It may meet at any place of its choosing and is not required to operate under the provisions of the Texas Open Meetings Act. Meetings may be conducted telephonically, electronically by Interactive Television (TETN), or any other manner whereby a Participant may hear and interact on matters being discussed by the Board of Record. C. Compensation —The Board of Record representatives serve without compensation and the Participants shall underwrite their own costs associated with their Board of Record representative's expenses. D. The Board of Record shall elect annually the following: Chairman, Vice-Chairman, and Secretary. E. The duties of the Chairman of the Board shall be to: 1. Assist the ESC Region XI Board of Record representative to prepare the agenda. 2. Preside at all meetings. 3. Appoint committees that are not selected by majority vote. 4. Discuss and make motions and resolutions, and vote on all matters coming to the Board. F. The duties of the Vice-Chairman shall be to: Perform the duties of the Chairman when the Chairman is absent, has resigned, or is otherwise unable to perform duties of the office. G. The duties of the Secretary shall be to: 1. Assist the ESC Region XI in matters pertaining to the maintenance of the Board's records, documents, and minutes. 2. In the absence of both Chairman and Vice-Chairman, call the Board meeting to order and conduct the meeting. H. Each Board officer shall serve for one term (1-year) and be elected by majority vote of the Board of Record. Each officer's school district or charter school must be a member of the ESC Region XI BC, and any officer must forfeit his or her position if his or her school district or charter school withdraws from the ESC Region XI BC. 2 I. ESC Region XI will serve as liaison between Participants, carriers, and the Third Party Administrator, including general communications, problem resolution, and Participant meeting coordination. J. ESC Region XI shall act as fiscal agent for the ESC REGION Xl BC. The fiscal agent is not liable for any financial or other loss that is incurred by the ESC REGION XI BC, other than its pro rata share. III. Role and Function of the Fiscal Agent A. Fiscal agent is authorized to create bank accounts and internal accounting procedures to ensure proper accounting of ESC REGION XI BC funds received from participants and disbursed to carriers. B. Participants are responsible for submitting payments in a timely manner to the fiscal agent, which will aggregate the funds and remit them to the carriers in a timely manner. Participants whose accounts become delinquent may be charged a late fee and interest as allowed by law, and must remedy the delinquency within 15 days of notice. A delinquent Participant shall be liable for payment to the fiscal agent for any financial institution costs associated with the Participant's delinquency, including, but not limited to, any bank charges or interest on short-term loans necessary to pay the delinquency. Failure to remedy any delinquency may result in involuntary termination of Participant's participation in the ESC REGION XI BC under Paragraph VI.B. C. The fiscal agent will provide any periodic accounting reports deemed necessary by the Board of Record. D. The fiscal agent shall negotiate its reimbursement for administrative expenses with the third party administrator selected in accordance with this Agreement. Additionally, as reimbursement for any financial institution charges and other costs associated with maintenance of fiscal accounts, the fiscal agent shall be entitled to retain for its sole use and benefit any interest accrued in any account operated on behalf of the ESC REGION Xi BC. IV. Role and Function of the Board of Record A. In general, the role of the Board of Record is to provide overall direction for the development and operation of ESC REGION XI BC. The Board of Record shall act in a manner that is in the best interest of the Cooperative and ensure that all activities promote only the purposes for which the ESC REGION XI BC is organized. 3 B. The Board of Record will authorize the ESC Region XI representative to negotiate and enter into contracts with approved carriers for the benefit of Participants. A copy of the contracts shall be available for Participants' review. C. The Board of Record and ESC Region XI representative retain the right and responsibility, upon consultation with Participants, to terminate any agreement with a carrier into which it has entered on behalf of Participants. D. The Board of Record and ESC Region XI designee may negotiate, implement, and administer alternative financing arrangements that it believes serves the interests of ESC REGION Xl BC and its Participants, including, but not limited to, arranging for funding to cover premium payments on behalf of a Participant who is delinquent or otherwise in default of a payment. E. The Board of Record and ESC Region XI executive director or designee, the ESC Region XI employees and designees, and each Participant shall have no duty or liability due to negligence of other Participants, carriers, and providers. To the maximum extent permitted by law, each Participant hereby waives any such claim against all other Participants and the ESC Region XI executive director or designee. V. Role and Responsibilities of Participants A. Any school district, charter school or governmental entity, by action of its governing authority, may become a Participant in ESC REGION XI BC for 2008-2009 by executing the Interlocal Agreement document and the Operational Procedures Agreement. After the 2008-2009 school year, districts may petition the Board of Record for membership by following guidelines set up by the Board of Record. These guidelines will ensure that new members are beneficial to the ESC REGION XI BC. B. The Governing Board of each Participant delegates to the Board of Record authority to modify the terms of this Agreement. A Participant's continued participation in the ESC REGION XI BC shall constitute acceptance of any changes made by the Board of Record. C. Employee Benefits Cooperative 1. Each Participant will execute necessary enrollment documents in a timely manner per contract and/or negotiated schedule. 4 2. Each Participant agrees to furnish any needed census or other necessary data as directed by the Board of Record. 3. Each Participant will remit in a timely manner all premiums and/or contract charges specified in contracts to the fiscal agent. Failure to remit premium payments may be a cause for involuntary termination of Participant from participation in the ESC REGION XI BC, D. Each member shall be financially responsible for its pro rata share of any year-end deficit. The school district or governmental entity's contributions (premiums) compared to the total cooperative contributions for the just-ended fiscal year shall be the basis for the pro rata calculation. At the end of each plan year, any flex plan excesses or losses will be distributed on a pro rata basis based on the school district or governmental entity's contributions compared to the total cooperative's contributions. VI. Length of Agreement and Termination A. This agreement shall be considered ongoing on behalf of the Participant. A Participant's governing board may terminate this Agreement for any reason by notifying the Chairman of the Board of Record of the Participant's intent to terminate participation in the ESC REGION XI BC in writing sixty (60) days before the end of the fiscal year (August 31). Termination effective date can only occur at the conclusion of a fiscal year. B. The ESC REGION XI BC Board of Record can terminate participation for good cause other than experience factor by any Participant by providing sixty (60) days written notice. Termination by the Board of Record can only be undertaken when, in the opinion of the Board of Record, the success of the overall Benefits Cooperative is jeopardized by continued participation of a given Participant, or for failure to cure a delinquency under Paragraphs III.B. or make a premium payment under V.C.3. C. Upon receipt of proper notification of a member's intent to terminate participation, the following actions shall occur: 1. The year-end financial condition of the cooperative shall be determined. This involves computing projected terminal liability (computed runout claims liability plus any other known and/or projected obligations) for the entire cooperative and applying this amount to year-end fund balance. 5 2. If fund balance equals or exceeds terminal liability for the cooperative, the terminating member's runout claims will be paid by the ESC REGION XI BC. If the fund balance does not equal or exceed terminal liability, the terminating Participant shall pay a pro rata share of the unfunded liability within thirty (30) days of the effective date of termination. D. An exiting member has no claim on any cooperative fund balance or surplus. E. Only participants of the cooperative at time of cooperative dissolution will share in asset distribution that was purchased with ESC REGION XI BC monies, and only after other liabilities have been paid. Upon dissolution of the cooperative, the fiscal agent will retain the fund balance. F. The effective date of a termination, except a for cause termination, shall be the end of the fiscal year following a timely notice under Paragraph VI.A VII. Eligibility Requirements for New Members The ESC REGION XI BC will consider new members annually. Districts must make application for membership to the Board of Record by the date specified by the Board of Record. This is accomplished by submission of required written documents that are specified by the Board of Record. Requesting districts, if admitted to membership, must participate in all coverages provided by the ESC REGION XI BC. The Board of Record will notify requesting districts by July 1, or other date as determined by the Board, of their acceptance into the ESC REGION XI BC for the ensuing September 1 plan year. VIII. Liability of Parties A. To the extent permitted under state law, any Participant who is party to this agreement shall hold the Board of Record, ESC Region XI, employees of said districts, charter school, ESC, or other Participants and any of their agents, lawyers, or assignees harmless for actions relating to the establishment, maintenance, or termination of the ESC REGION XI BC. All parties hereto agree to waive any rights to litigation from any dispute unless there is evidence of intentional wrongdoing, and agree to resolve any dispute first through a mutually agreed-to form of mediation, and then through binding arbitration. B. Notwithstanding anything to the contrary contained in this Agreement, each Participant shall be individually liable for payments for any and all premiums and/or charges for employee 6 C. benefits for which the Participant and/or its employees receive insurance benefits. IX. Agreement Execution This Operational Procedures Agreement has been duly approved by the governing board of the participant at a meeting held the 11th day of August, 2008. BY: 1 f A Laura Wheat Signature of S hoot Board or Charter Typed Name of School Board or Charter School,-Board President School Board President r� Kim Sutter -digr16ture of School Board or Charter Typed Name of School Board or Charter School Board Secretary School Board Secretary Thomas Bremer Signatur oard harter Typed Name of School Board or Charter School Superi dent/CEO School Board Superintendent/CEO Name of Agency: Westlake Academy Address: 2600 JT Ottinger Road Westlake, TX 76262 Name of Contact Person: Todd Wood Phone Number: (817) 490-5711 PA I NA_ c '( � Richard Ownby Signature of ESC Region Iecve Typed Name of ESC Region XI Director Executive Director 464 Wes Eversole Signature of ESC Region XI BC Board Typed Name of ESC Region XI BC Board President President Signature of ESC Region Xl BC Board Typed Name of ESC Region XI BC Board Secretary Secretary Date Approved by ESC Region XI BC 7