HomeMy WebLinkAbout2000-43RESOLUTION NO. 2000-43
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF UKIAH APPROVING REVISIONS TO AGREEMENT WITH
REDWOOD EMPIRE MUNICIPAL INSURANCE FUND (REMIF)
WHEREAS, the City of Ukiah entered into a Joint Powers Agreement (JPA) with
the cities of Cloverdale, Cotati, Healdsburg, Rohnert Park, Sebastopol, and Sonoma,
on May 26, 1976 to provide for the creation and operation of a common pool of funds to
be used to meet the obligation of the parties to provide workers compensation benefit
for their employees; and
WHEREAS, that JPA was subsequently amended to broaden the authority of the
JPA to provide for the procurement of insurance, pooling of losses, and execution of
risk management functions for all insurable losses, in addition to workers compensation
benefits; and
WHEREAS, the "Associate Member" classification was created in the Bylaws
allowing additional cities to participate in REMIF programs; and
WHEREAS, since inception of the original Agreement, eight additional cities
have become "Associate Members" and have been given entitlement to all the benefits
of the JPA except representation on the Board of Directors; and
WHEREAS, at this time REMIF is presenting an Amended Agreement making
revisions to the original Agreement to accurately reflect current law as well as to modify
the composition of the Board of Directors to include two Directors from among the
"Associate Members."
NOW, THEREFORE, BE IT RESOLVED by the Ukiah City Council that the City
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of Ukiah hereby approves the Amendment to the Redwood Empire Municipal Insurance
Fund Joint Powers Agreement, effective July 1,2000, as demonstrated in Exhibit "A" of
this resolution; and
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and
directed to approve, execute, and sign the Amended Joint Powers Agreement on behalf
of the City of Ukiah.
PASSED AND ADOPTED this 3rd day May, 2000, by the following roll call vote:
AYES: Councilmembers Smith, Libby, Baldwin, Ashiku, and Mayor Mastin.
NOES: None.
ABSENT: None.
ABSTAIN: None.
ATTEST:
Marie Ulvila, City Clerk
4:Res:REMIF.400
__.astin, Mayor
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EXHIBIT "A"
REDWOOD EMPIRE MUNICIPAL INSURANCE FUND AGREEMENT
TABLE OF CONTENTS
RECITALS ..................................................
ARTICLE I ..................................................
Creation of the Redwood Empire Municipal Insurance Fund
ARTICLE II .................................................
Purposes
ARTICLE III .................................................
De£mitions
ARTICLE IV .................................................
Parties to Agreement
ARTICLE V ..................................................
Term of Agreement
ARTICLE VI .................................................
Powers of the Authority
ARTICLE VII ................................................
Participating Agency Responsibilities
ARTICLE VIII ................................................
Board
Powers of Members & Associate Members
Board of Directors - Appointments
ARTICLE IX .................................................
Committees
ARTICLE X .................................................
Meetings
ARTICLE XI .................................................
Officers & Employees
ARTICLE XII ................................................
Fiscal Year/Budget
ARTICLE XIII ................................................
Annual Audits and Audit Reports
Financial Audits
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ARTICLE XIV ................................................
Establishment and Administration of Funds
ARTICLE XV ................................................
Cash Contribution
ARTICLE XVI ................................................
Cash Assessment
ARTICLE XVII ...............................................
Pooled Coverage Programs
ARTICLE XVIII ...............................................
Authority Functions and Responsibilities
ARTICLE XIX ................................................
New Participating Agencies
ARTICLE XX ................................................
Withdrawal from REMIF
ARTICLE XXI ................................................
Expulsion
ARTICLE XXII ...............................................
Effect of Withdrawal or Expulsion
ARTICLE XXIII ...............................................
Termination and Distribution
ARTICLE XXIV ...............................................
Notices
ARTICLE XXV ...............................................
Prohibition Against Assignment
ARTICLE XXVI ...............................................
Amendments
ARTICLE XXVII ..............................................
Severability
ARTICLE XXVIII ..............................................
Agreement Complete
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REDWOOD EMPIRE MUNICIPAL INSURANCE FUND
JOINT POWERS AGREEMENT
This AMENDED Agreement is made by and among the following public entities; City of
Cloverdale, City of Cotati, City of Healdsburg, City of Rohnert Park, City of Sebastopol, City of
Sonoma and City of Ukiah, hereafter referred to as Members all of which are public entries
generally organized and operating under the laws of the State of California or public entities
specifically organized and operating under §6507 of the California Government Code and related
provisions of law which authorize the creation and operation of governmental joint powers
authorities under California law. The Agreement is dated and will be effective July 1, 2000.
RECITALS
I. The following State laws, among others, authorize the Members to enter
into this agreement:
A. Labor Code §3700(b) allowing a local public entity to fund its own workers'
compensation claims;
B. Government Code §989 and §990, and Education code §15802, permitting a
local public entity to insure itself against liability and other losses;
C. Government Code §990.4 permitting a local public entity to provide insurance
and self-insurance in any desired combination;
Do
Government Code §990.8 permitting two or more local public entities to pool self-
insured claims or losses and enter into an agreement to jointly fund such expenditures
under the authority of Government Code §6500 - 6515; and
Government Code §6500 - 6515 permitting two or more local public entities
to jointly exercise, under an agreement, any power which is common to each
of them.
II.
The governing board of each undersigned public entity has determined that it is in its best
interest and in the public interest that this present Agreement be executed and that it shall
participate as a Member of the public entity created by this Agreement.
NOW, THEREFORE, the undersigned, by, between and among themselves, for and in
consideration of the mutual benefits, promises and agreements set forth below, hereby
agree as follows:
AGREEMENT
ARTICLE I
CREATION OF THE REDWOOD EMPIRE MUNICIPAL
INSURANCE FUND
Pursuant to Article I, Chapter 5, Division 7, title I of the Government Code of the State of
California (commencing with §6500), the parties hereto hereby have created a public
agency, separate and apart from the parties hereto now to be known as the REDWOOD
EMPIRE MUNICIPAL INSURANCE FUND, hereinafter called the Authority. This
Amended Agreement amends and supersedes the Agreement filed with the Secretary of
State on May 26, 1976 entitled JOINT POWERS AGREEMENT ESTABLISHING TI-IE
REDWOOD EMPIRE WORKER'S COMPENSATION FUND and the FIRST
AMENDMENT TO JOINT POWERS AGREEMENT ESTABLISHING THE
REDWOOD EMPIRE WORKERS COMPENSATION FUND (Now known as the
Redwood Empire Municipal Insurance Fund) and filed with the Secretary of State on
March 1, 1978.
ARTICLE II
PURPOSES
This Amended Agreement is entered into by the Members pursuant to the provisions of
California Government Code §990, 990.4, 990.8 and 6500 et seq. In order to develop an
effective risk management program: (a) to reduce the amount and fi'equency of their
losses; (b) pool their self-insured losses; and (c) jointly purchase excess h~surance and
administrative services in connection with a joint protection program for said parties.
This purpose shall be accomplished through the exercise of the powers of the Members
jointly in the creation of a separate entity, to be known as the "Redwood Empire
Municipal Insurance Fund," to administer a joint protection program wherein the
Members will pool their losses and claims, jointly purchase excess insurance and
administrative and other services, including claims adjusting, data processing, risk
management, loss prevention, legal and related services.
It is also the purpose of this Agreement to provide to the extent permitted by law, for the
inclusion at a subsequent date of such additional public agencies organized and existing
under the constitution of laws of the State of California as may desire to become parties
to this Agreement and members of the Authority, subj?ct to approval by the Board.
It is also the purpose of this Agreement to provide for the removal or withdrawal of the
Members.
ARTICLE III
DEFINITIONS
Unless the context otherwise requires, the following terms shall be defined as herein
stated:
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Alternate Director means the individual appointed by a Member or Associate Member to
act in the absence of a duly appointed Director except the Alternate Director shall not
exercise the powers of an officer of the Authority or serve on the Executive Committee.
Associate Member means any contracting public agency who was not an original
signatory to the 1976 Agreement. A listing of the Associate Members and former
Associate Members will be an addendum to the JPA Bylaws.
Authority means the Redwood Empire Municipal Insurance Fund created by this
Agreement.
Board or Board of Directors means the governing board of the Authority.
Broker is an insurance broker used by the Board to acquire insurance coverage.
Cash Assessment means an amount determined by the Board, to be paid by each
Participating Agency as necessary to meet the Authority's obligations.
Cash Contribution means the annual dollar amount determined by the Board which is
payable to each Participating Agency as its established share of the funding required to
cover the financial obligation of each pooled coverage program or insured program in
which the Participating Agency participates.
Certificate of Coverage for Additional Covered Party means the document issued by the
Authority to third parties specifying the type and amount of pooled coverage provided to
the Participating Agency by the Authority and extended to the named third party for the
specified purpose.
Claims means demands made against the Participating Agencies or the Authority arising
out of occurrences which may be within any of the Authority's coverage agreements.
Claims Adjuster is the claims adjuster hired as an employee of the Authority and/or
contracted by the Board to determine losses and make or recommend payments in the
various coverage programs.
Coverage Agreement is the document issued by the Authority to Participating Agencies
specifying the scope and amount of pooled protection provided to each Participating
Agency by the Authority in each pooled coverage program.
Covered Loss means any loss resulting from a claim or claims against a Participating
Agency or the Authority which is in excess of the respective self-funded retention, and is
covered by a Coverage Agree.ment issued by the Authority or any purchased programs
and may include loss payments, defense costs, and other charges directly attributed to the
resolution of the matter including defense costs incurred by the Authority.
Deductible means the amount of a claim or lawsuit, which the Participating Agency must
incur or become liable for before the Authority is obligated to pay. Deductible is
synonymous with Self-Funded Retention.
Director means the individual appointed by the Member or Associate Member to serve
on the Board or the Alternate Director in the absence of the individual Director.
Excess Insurance means any self-insurance, insurance, or reinsurance purchased by the
Authority to cover losses in excess of the Authority's self-insured retention.
Executive Committee means that body composed of the President, Vice President and
one or more additional members of the Board appointed or elected in accordance with the
Bylaws of the Authority.
General Manager is the person or fu:m appointed by the Board to be its Secretary and the
Chief Administrative Officer of the Authority.
Incurred Loss means the sum of monies paid and reserved by the Authority that is
necessary to investigate and defend a claim and to satisfy a covered loss sustained by a
Participating Agency or the Authority pursuant to a coverage agreement.
Member means one of the seven Members that was one of the original signatories to the
1976 Agreement. A listing of the Members and former Members will be an addendum to
the JPA Bylaws.
Participating Agency means any Associate Member agency or Member agency who is
covered by this Agreement.
Pooled Coverage Programs shall consist of coverages provided directly by the Authority
pursuant to a Coverage Agreement. These may include, but are not limited to property,
workers' compensation and liability coverages as may be determined by the Board.
Program Year means a period of time determined by the Board, usually twelve (12)
months, into which each pooled coverage program shall be segregated for purposes of
account, record keeping, and coverage interpretation.
Self-Funded Retention means the amount of a claim or lawsuit, which the Participating
Agency must incur or become liable for before the Authority is obligated to pay. Self
Funded Retention is synonymous with Deductible.
Treasurer means an officer of the Authority appointed by a majority of the .Board who
shall serve at the pleasure of the Board.
ARTICLE IV
PARTIES' TO AGREEMENT
Each party to this Agreement certifies that it intends to, and does, contract with all other parties
who are signatories of this Agreement and, in addition, with such other parties as may later be
added as parties to, and signatories of, this Agreement pursuant to Article XIX. Each party to
this Agreement also certifies that the deletion of any party fi.om this Agreement, pursuant to
Article XX or XXI, shall not affect this Agreement or the remaining parties' intent to contract as
described above with the other parties to the Agreement then remaining. Each Participating
Agency must, at all times, participate in the Automobile/General Liability Coverage Program
and the Workers' Compensation Coverage Program as defined in the Bylaws or policies
ARTICLE V
TERM OF AGREEMENT
This Agreement shall become effective as of the date of adoption, July 1, 2000, and shall
continue full force until terminated as hereafter provided.
ARTICLE VI
POWERS OF THE AUTHORITY
The Authority is authorized, in its own name, to exercise all powers necessary and proper to
carry out the terms and provisions of this Agreement or as otherwise authorized by law,
including but not limited to the power to:
A. make and enter into contracts;
B. incur debts, liabilities and obligations; but no debt, I/ability or obligation of the Authority
is a debt, liability or obligation of any Participating Agency, except as otherwise provided
by Articles XX and XXI;
C. acquire, hold or dispose of real and personal property;
D. i'eceive contributions and donations of property, funds, services and other forms of
assistance fi.om any source;
E. sue and be sued in its own name;
F. employ agents and employees;
G. acquire, construct, manage and maintain buildings;
H. lease real or personal property including that any Participating Agency; and
I. receive, collect, invest and disburse monies.
ARTICLE VII
PARTICIPATING AGENCY RESPONSIBILITIES
Each Participating Agency shall have the following responsibilities;
· appoint a representative of the Participating Agency to be responsible for the risk
management function within that Participating Agency, and to serve as a liaison
between the Participating Agency and the Authority regarding risk management
matters;
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provide the Authority with current, complete, and accurate information which will be
used to determine the appropriate coverage cash contributions for each coverage
program. This information can include but is not limited to property and building
values, vehicle types and numbers, annual payrolls, miles of streets and sidewalks,
and other pertinent demographic information;
pay its coverage cash contributions, and any adjustments including cash assessments,
promptly to the Authority when due. After withdrawal or termination, such agency
shall pay promptly to the Authority its share of any additional coverage cash
contributions or cash assessments, when and if required of it by the Board under
Article XX or XXI of this Agreement;
· establish and maintain risk management programs including but not limited to loss
control, risk transfer and employee safety programs;
report to the Authority's risk manager, during the development stage, the addition of
new programs or facilities, and the elimination or significant reduction or expansion
of existing programs or facilities;
· comply with the Agreement, Bylaws and all policies and procedures adopted by the
Board;
· promptly notify the Authority of any claim or summons and complaint which may
result in a covered loss that is filed against and/or received by a Participating Agency;
· cooperate fully with and assist the Authority in determining the cause of claims and in
the settlement of claims, as defined in the specific coverage agreement;
· cooperate fully with and assist the Authority, and any insurer, claims adjuster or legal
counsel, of the Authority, in all maters relating to this Agreement and covered losses;
· comply with the risk management requirements established by the Authority;
· provide the Authority with such other information or assistance as may be necessary
for the Authority to carry out the joint protection program under this Agreement;
· if a Member or an Associate Member. appoint a representative and alternate to the
Board.
ARTICLE VIII
BOARD
Responsibility for the control, direction, and administration of the Authority shall be vested in
the Board, which shall initially consist of nine (9) representatives: seven (7) Directors, one fi-om
each Member; and two (2) Directors from among the Associate Members. The number of
individuals representing the Associate Members, method of selection and length of term of office
for the Associate Members are determined by the Authoritv's Bylaws.
The Board will consist of a representative of the Member and designated Associate Member
agency. The powers of the Board shall be all of the powers of the Authority not specifically
reserved to the Participating Agency by this Agreement.
POWERS OF THE MEMBERS
AND ASSOCIATE MEMBERS
The city councils of the Members and Associate Members hereby retain the following powers:
A. the appointment of their Director and Alternate Director to the Board;
B. approval of amendments to this Agreement as specified in Article XXVI; and
C. termination of the Authority in accordance with Article XXIII.
BOARD OF DIRECTORS- APPOINTMENTS
The Director and Alternate Director of the Board shall be appointed by the respective Member
and Associate Member which shall notify, in writing, the Authority of the appointment. The
representative shall serve at the pleasure of the Member or Associate Member until written
notice of the appointment of a successor is received by the Authority.
The Alternate Director shall have all the powers of the representative in their absence except that
the Alternate Director shall not exercise the powers of an officer of the Authority or serve on the
Executive Committee.
Each Director has one (1) vote on the Board. A board member is not entitled to compensation
f~om the Authority. However, the Board may authorize reimbursement for expenses incurred by
a Participating Agency or Director/Alternate Director in connection with his duties as a board
member.
ARTICLE IX
COMMITTEES
The Board shall have the authority to establish committees as it deems appropriate to conduct the
business of the Authority. The Board is authorized to dissolve any committee established
pursuant to this Article.
ARTICLE X
MEETINGS
BOARD MEETINGS
The Board shall hold at least one regular meeting each year.
Each meeting of the Board and Executive Committee, including, without limitation, regular,
special and adjourned regular or special meetings, shall be called, noticed, held and conducted in
accordance with applicable State law.
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ARTICLE XI
OFFICERS AND EMPLOYEES
The officers of the Authority shall be the President, Vice President, Treasurer and General
Manager. The President and Vice President shall be elected by the Board fi.om among its own
members, as individuals, not as the Participating Agencies they represent. The term of office for
President and Vice President shall be one (1) fiscal year, and they shall assume the duties of their
offices at the beginning of the fiscal year. The Board shall appoint as a Treasurer a person who
need not be a member of the Board, whose qualifications will be set by Board policy. This
person shall have the powers, duties and responsibilities specified in Government Code {}6505.5.
The Treasurer shall serve at the pleasure of the Board. If the President or Vice President ceases
to be a member of the Board or is removed fi.om office, the resulting vacancy shall be filled, for
the unexpired term, at the next regular or special meeting of the Board held after the vacancy
Occurs.
The General Manager shall be the Secretary and Chief Administrative Officer of the Authority.
The Board shall appoint the General Manager who shall serve at the pleasure of the Board. The
responsibilities and duties of the officers of the Authority shall be as defined in the Bylaws and
as assigned by the Board. The Board may appoint such other officers and employees and may
contract with such persons or firms as it considers necessary to carry out the purposes of this
Agreement. The Board shall also set the terms and conditions of employment for the Authority's
employees by Board action or policy.
Any Participating Agency which agrees to have an employee or other representative assigned
duties pursuant to this Article may be reimbursed by the Authority for that individual's time and
services rendered on behalf of the Authority, at the discretion of the Board. Any such employee,
while acting for or on behalf of the Authority, will be entitled to defense and indemnification by
the Authority to the extent provided in California Government Code {}825 et. seq. and 995 et..
seq.
The Board shall require the General Manager and the Treasurer to file with the Authority an
individual or a blanket bond in an amount to be fixed by the Board, but not less than $100,000.
The Authority shall pay the cost of the premiums for the bond required by it.
ARTICLE XIi
FISCAL YEAR/BUDGET
The Authority's fiscal year shall be from July 1 to June 30 unless otherwise indicated by Board
resolution.
An annual budget shall be presented by the General Manager to the Board before and shall be
adopted by the Board no later than June 30 of each year. At tile discretion of the Board, a multi-
year budget may be adopted, thereby eliminating the requirements of annual presentation and
adoption during the term of such multi-year budget.
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ARTICLE XIII
ANNUAL AUDITS AND AUDIT REPORTS
FINANCIAL AUDIT
The Board shall cause an annual financial audit in accordance with generally accepted auditing
standards to be made with respect to all receipts, disbursements, other transactions and entries
into the books by a Certified Public Accountant, and a report of such financial audit shall be filed
as a public record with each of the Participating Agencies and with the county auditor in the
county where the Authority has its principal office as stated in the Bylaws_. All costs of such
financial audit shall be paid by the Authority as a general and administrative expense.
ARTICLE XIV
ESTABLISHMENT AND ADMINISTRATION OF FUNDS
The Board shall be responsible for the strict accountability of all funds and reports of all receipts
and disbursements. It will comply with all provisions of law relating to the subject, particularly
§6505 of the California Government Code.
The Treasurer or Board's designee shall receive, invest and disburse funds only in accordance
with the procedures established by the Board and in conformity with applicable law. The
General Manager shall have the authority to expend funds, which have been budgeted, as
provided in the Bylaws.
An Investment Policy shall be adopted by the _Board and reviewed annually as required by state
law.
The Authority may make loss payments on behalfofa Participating Agency up to the maximum
amount of the self-insured coverage provided by the Authority, but limited to the actual amount
of the loss.
The Board will set the level of authority for the settlement of claims by the General Manager and
Executive Committee.
ARTICLE XV
CASH CONTRIBUTION
Each Participating Agency shall make a cash contribution for each year of participation in each
pooled coverage program in an amount approved by the Board. The amount of such cash
contribution shall be determined in accordance with a formula and schedule of payment
contained in the Bylaws of the Authority or a policy established pursuant to the Bylaws and shall
be sufficient, when combined with the cash contributions of all other participants in such pooled
coverage programs, to cover the outstanding liabilities, actuarially predicted losses, loss
adjustment expenses, defense costs, excess insurance premiums and administrative expenses of
the Authority.
The cash contribution is payment for the various coverage agreements issued by the Authority to
each Participating Agency for the risk coverage specified in the coverage agreement or insured
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program. The Board may, but is not required to, use standard form policies utilized in the market
for comprehensive general and automobile liability, property workers' compensation and other
coverages as authorized by the Board. The scope of property, liability, workers' compensation,
and other coverages in the pool shall be determined by the Board as specified in the Authority's
Bylaws, policy statements, and/or in the coverage agreement.
The cash contribution shall be billed to the Participating Agencies in accordance with the policy
set by the Board. Any cash contributions not received by the Authority within thirty (30) days
following the date of billing shall be in arrears and subject to interest and/or penalties in
accordance with the Bylaws or any policy adopted by the Board.
ARTICLE XVI
CASH ASSESSMENT
The Board by a majority vote shall have the authority to levy a cash assessment upon a
determination that it is necessary to meet the Authority's obligations.
All cash assessments shall be determined and payable in accordance with Board policy or
Bylaws and shall be assessed against those Participating Agencies who participated in the
program year(s) resulting in a deficit.
ARTICLE X¥II
POOLED COVERAGE PROGRAMS
The pooled coverage for each program shall be as specified in the Bylaws and applicable policies
and procedures. Any new Participating Agency accepted for membership in the Authority shall
have an initial three-program year, non-cancelable commitment. Each Participating Agency may
participate in such pooled coverage pro~rams as are offered by the Authority on such terms, for
such time periods and with such cash contributions as are determined by the Board.
ARTICLE XVIII
AUTHORITY FUNCTIONS AND RESPONSIBILITIES
The Authority shall perform the following functions in discharging its responsibilities under this
Agreement:
(a) assist the Participating Agencies in establishing a risk management program that may
include, but is not limited to, a risk management statement, risk management
committees, and risk management audits;
(b) provide coverage, as authorized by the Board, through, but not lixnited to, a self-
insurance fund and commercial insurance, as well as excess coverage, reinsurance, and
umbrella insurance, by negotiation, bid, or purchase;
(c) provide loss prevention, safety, and security advice;
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(d) provide claims management and legal services for covered risk, which may or may not
exceed the Participating Agency's deductible;
(e) provide claims recovery and subrogation services to investigate, pursue and collect for
damages caused by the acts of others;
(f) assist in providing rehabilitation services under workers' compensation to reduce
industrial disability retirement liabilities;
(g) establish actuarial services to distribute costs and generate revenues;
(h)
provide loss analysis control by use of statistical analysis, data processing, record and
file keeping services in order to help identify high exposure operations and evaluate
proper levels of self-funded retention and deductibles;
(i) assist Participating Agencies in maintaining current, complete, and accurate building and
contents values by location for insured properties;
(j) select legal counsel according to policy established by the Board;
(k) perform other functions as required by the Board for the purpose of accomplishing the
goals of the Agreement.
ARTICLE XIX
NEW PARTICIPATING AGENCIES
It is the intent of the Authority to provide, to the extent permitted by law and Board policy, for
the inclusion at a subsequent date of such additional public entities, organized and existing under
the Constitution or laws of the State of California, as may desire to become Participating
Agencies of the Authority.
The Board shall review all applications for participation in the Authority. Those public agencies
seeking membership must be approved by the aff'axnative vote of a two-third (2/3) majority of
the Board.
Public agencies applying under this Article shall be required to pay their share of organizational
expenses, as determined by the Board, including those costs necessary to analyze their loss data
and determine their cash contributions.
Cash contributions for Participating Agencies joining the Authority at other than the beginning
of the Authority's program year, shall be prorated for the remainder of the program year.
A new Participating Agency will be considered an Associate Member, whose voting rights will
be granted in conformity with the Agreement and Bylaws.
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ARTICLE XX
WITHDRAWAL
A new Participating Agency which wishes to join the Authority shall not withdraw from the
Authority for a three (3) fiscal year period commencing on July 1st of the first full fiscal year that
said new Participating Agency became a Participating Agency of the Authority.
After the initial three (3) fiscal year non-cancelable commitment to the Agreement, a
Participating Agency may withdraw only at the end of a fiscal year of the Authority, provided it
has given the Authority a six (6) month written notice of its intent to withdraw from this
Agreement and the joint protection program.
Any Participating Agency which withdraws as a party to this Agreement pursuant to this Article,
or is expelled pursuant to Article XXI, shall not be reconsidered for new Membership until the
expiration of five (5) years from the Participating Agency's withdrawal.
ARTICLE XXI
EXPULSION
The Authority shall have the right to expel any Participating Agency from a specific coverage
program or from the entire Authority upon a four-fifths (4/5) vote of the entire Board after
ninety (90) days written notice to the Participating Agency; and such expulsion shall be
effective at the conclusion of the program year in which the notice is given, unless a different,
specific date is stated by the Board. Any Participating Agency so expelled shall, on the
effective date of the expulsion, be treated the same as if the Participating Agency had
voluntarily withdrawn from this program.
ARTICLE XXII
EFFECT OF WITHDRAWAL OR EXPULSION
The withdrawal or expulsion of any Participating Agency after the inception of its participation
in the Authority or any pooled coverage program shall not terminate its responsibility:
(a)
(b)
(c)
to cooperate fully with the Authority in determining the cause of losses and in the
settlement of claims incurred during the coverage period, as defined in the Memorandum
of Coverage;
to pay any cash assessments or other amounts determined by the Board to be due and
payable to each program year of each program in which it participated until all claims, or
other unpaid liabilities, covering such periods have been finally resolved;
to provide the Authority with such statistical and loss experience data and other
information as may be necessary for the Authority to carry out the purposes of this
Agreement; and
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(d) to cooperate with and assist the Authority and any insurer, claims adjuster or legal
counsel retained by the Authority, in all maters relating to this Agreement.
Coverages under all pooled coverage programs in which that Participating Agency participated
will remain in effect and continue until the conclusion of their respective program years or an
earlier date as determined by the Board.
Further, withdrawal or expulsion of a Participating Agency shall not be considered as a
completion of the purpose of this Agreement and shall not require the repayment or return to the
withdrawing Participating Agency of all or any part of any contributions, payments or advances
made by the parties unless the Agreement is rescinded or terminated as to all parties; however,
when funds earmarked for program years in which the Participating Agency participated are
rebated or redistributed to Participating Agencies, the withdrawing Participating Agency will be
entitled to its pm rata share as determined by the Board for its years of participation.
ARTICLE XXIII
TERMINATION AND DISTRIBUTION
This Agreement may be terminated any time by the written consent of a majority of the
Members' city councils provided that all Participating Agencies are notified in writing at least
ninety (90) days in advance; provided, however, that this Agreement and the Authority shall
continue to exist for the purpose of disposing of all claims, distribution of assets and all other
functions necessary to wind up the affairs of the Authority. Notification of the action of the
Members' city councils in terminating this Agreement may be delivered by mail to the Authority
or in person by each Meinber's Director or Alternate Director at a regular or special meeting of
the Board. Upon termination of this Agreement, all assets of the Authority shall be distributed
only among the Participating Agencies which have been participants in its pooled coverage
programs, including any of those Participating Agencies which previously withdrew or were
expelled pursuant to Articles XXI and XXII of this Agreement, and in accordance with the terms
and conditions of the Bylaws of the Authority. The Board shall determine such distribution
within six (6) months after the last pending claim or covered loss subject to this Agreement has
been finally resolved.
The Board is vested with all powers of the Authority for the purpose of conclUding and
dissolving the business affairs of the Authority. These powers shall include the power to require
the Participating Agencies, including those which were program participants at the time the
claim arose or at the time the covered loss was incurred, to pay their share of any cash
assessment deemed necessary by the Board for £mal disposition of all such claims and covered
losses subject to this Agreement. The decision of the Board under this Article shall be final.
ARTICLE XXIV
NOTICES
Notices to Participating Agencies under this Agreement shall be sufficient if mailed, first class,
to their respective addresses on file with the Authority. Notices to the Authority shall be
sufficient if mailed, first class, to the address of the Authority as contained in the Bylaws.
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ARTICLE XXV
PROHIBITION AGAINST ASSIGNMENT
No Participating Agency may assign any right, claim, or interest it may have under this
Agreement, and no creditor, assignee or third party beneficiary of any Participating Agency shall
have any right, claim, or title to any part, share, interest, or asset of the Authority.
ARTICLE XXVI
AMENDMENTS
This Agreement may be amended by a unanimous vote of the Members' city councils provided
that any amendment is compatible with the purposes of this Agreement and has been submitted
to the Members at least thirty (30) days in advance. Any such amendment shall be effective
immediately upon receipt by the Authority of votes sufficient for passage, unless otherwise
designated. Notification of the action of the Members' city councils may be delivered by mail,
return receipt requested, to the Authority or in person by a Member's Director or Alternate
Director at any regular or special meeting of the Board. Such amendments shall be binding upon
all Participating Agencies of the Authority.
ARTICLE XXVII
SEVERABILITY
Should any portion, term, condition or provision of this Agreement be decided by a court of
compet_ent jurisdiction to be illegal or in conflict with any law of the State of California or the
United States, or to be otherwise rendered unenforceable or ineffectual, the validity of the
remaining portions terms conditions and provisions shall not be affected thereby.
ARTICLE XXVIII
AGREEMENT COMPLETE
The foregoing constitutes the full and complete Agreement of the parties. There are no oral
understandings or agreements not set forth in writing herein.
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