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HomeMy WebLinkAboutResolution 1-90 RESOLUTION NO. 1-90 A RESOLUTION OF THE CITY OF ATASCADERO RATIFYING THE REVISED JOINT EXERCISE OF POWERS AGREEMENT FOR CENTRAL COAST CITIES SELF-INSURANCE FUND WHEREAS, the existing Joint Exercise of Powers Agreement for the Central Coast Cities Self-Insurance Fund needs to be revised; NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Atascadero does hereby ratify: Section 1 . That the revised Joint Exercise of Powers Agreement for Central Coast Cities Self-Insurance Funddated August 9, 1989 and attached hereto , as exhibit I and made a part of this resolution, is adopted ; and Section 2. That this resolution shall take effect immediately upon adoption. On motion by Councilperson Shiers and seconded by Councilperson Mackey the foregoing resolution is hereby adopted in its entirety on the following vote: AYES: Councilmembers Lilley, Borgeson, Shiers, Mackey and Mayor Dexter NOES: None ABSENT: None DATE 01/09/90 ATTEST: BOYD HARITZ, City -Plerk LIN DEXTER, Mayor APPROVED AS TO FORM APPROVED AS TO CONTENT: ARITHER MON ANDO RAY WINDSOR City Attorney City Manager . EXHIBIT I JOINT EXERCISE OF POWERS AGREEMENT FOR CENTRAL COAST CITIES SELF INSURANCE FUND This Agreement is made by and among the undersigned public entities, all of which are organized and operating under the laws of the State of California. RECITALS 1. The following state laws, among others, authorize the Member Agencies to enter into this Agreement: A. Labor Code Section 3700(b) which allows a local public entity to fund its Workers' Compensation claims; B. Government Code Sections 989 and 990 which permits a local public entity to insure against liability and other losses; C. Government e n Cod Section 990.4 which permits a local public entity to provide insurance and self-insurance in any desired combination; D. Government Code Section 990.8 which permits two or more local public entities to enter into an agreement to jointly fund such expenditures in accordance with Government Code Sections 6500-6515; and TE/L50738.PS1 i August 9, 1989 E. Government Code Section 6500-6515 which permits two or more local public entities to jointly exercise under an agreement any powers which are common to each of them. 2. Each of the parties to this Agreement desires to join with the other parties for the purpose of.- A. f:A. Developing effective risk management programs to reduce the amount and frequency of their losses; B. Pooling their self-insured losses; and C. Jointly purchasing insurance and administrative services in connection with any of the programs for said parties. 3. The governing body of each undersigned public entity has determined that it is in the entity's own best interest and in the public interest that this present Agreement be executed and that the entity shall participate as a member of the public entity created by this Agreement. NOW, THEREFORE, the undersigned, by, between and among themselves, in consideration of the mutual benefits, promises and agreements set forth below, hereby agree as follows: TE/Z50738TS1 2 August 9, 1989 AGREEMENT ARTICLE I RE-CREATION OF THE CENTRAL COAST CITIES SELF INSURANCE FUND This agreement has been created for the purpose of revising and updating an existing Joint Exercise of Powers Agreement forming the Central Coast Cities Self Insurance Fund. Pursuant to Article I, Chapter 5, Division 7, Title I of the Government Code of the State of California (commencing with Section 6500), the parties hereto hereby create a public agency, separate and apart from the parties hereto, known as the Central Coast Cities Self Insurance Fund, hereinafter called the Authority. This agreement shall supersede any such other agreement. ARTICLE II PURPOSES This Agreement is entered into by Member Agencies pursuant to the provisions of California Government Code Sections 990, 990.4, 990.8, and 6500, et seq., to: 1. Pool on a self-insured basis various risks in excess of established deductible amounts and up to a jointly selected maximum; 2. Jointly purchase insurance coverage; 3. Jointly purchase administrative and other services including, but not limited to: claims administration, data processing, risk management, loss prevention and legal services in connection with any of the Programs; TE/750738.PS1 3 August 9, 1989 4. Create and maintain various Program funds to pay the cost of the self-insured portions of losses insured against; 5. Implement risk management and loss control programs; 6. Provide for including in the future additional cities which desire to become parties to the Agreement; and 7. Provide for the removal of Member Agencies for cause or upon request. ARTICLE III DEFINITIONS Unless the context otherwise requires, the following terms shall be defined as herein stated: L "Authority" shall mean Central Coast Cities Self Insurance Fund. 2. 'Board" or "Board of Directors" shall mean the governing body of the Authority. 3. "Deposit" shall mean the estimated amount determined by the Board for each Member Agency necessary to fund the Program Year for each Program of the Authority. TE/Z50738.PS1 4 August 9, 1989 4. "Insurance" shall mean that insurance which may be purchased on behalf of the Authority to protect the funds of the Member Agencies against loss as is determined by the Board of Directors. 5. "Member Agency" shall mean any of the public entities which are a party to this Agreement. 6. "Memorandum of Coverage" shall be the document issued by the Authority to Member Agencies specifying the type and amount of pooled coverage provided to each Member Agency by the Authority. 7. "Fiscal Year" shall mean a period of time as defined in Article XI, to be used in determining operating budget, deposits, and incurred losses. 8. 'Program" shall include, but not be limited to, property, workers' compensation, and liability coverages as may be determined by the Board. 9. "Covered Losses" shall mean any loss resulting from a claim or claims against a Member Agency which is in excess of its respective deductible and is covered by any Memorandum of Coverage issued by the Authority or any purchased insurance coverage. ARTICLE VI PARTIES TO AGREEMENT Each party to this Agreement certifies that it intends to, and does, contract with all other parties who are signatories to this Agreement and, in addition, with such other parties as may later be added parties to, and signatories of, this Agreement pursuant TE/Z50738TS1 5 August 9, 1989 w r to Article XVII. Each party to this Agreement also certifies that the deletion of any party from this Agreement, pursuant to Article XVIII or XIX, shall not affect this Agreement or the remaining parties' intent to contract as described above with the other parties to the Agreement then remaining. ARTICLE V TERM OF AGREEMENT This Agreement shall become effective when executed by the cities of Arroyo Grande, Atascadero, Grover City, Guadalupe, Lompoc, Morro Bay, Paso Robles, Pismo Beach, San Luis Obispo, Santa Maria, and Santa Paula, and shall remain in full force until terminated in accordance with Article XXL ARTICLE VI POWERS OF THE AUTHORITY The Authority is authorized, in its own name, to do all acts necessary to fulfill the purposes of this Agreement as referred to in Article H, including, but not limited to: 1. Make and enter into contracts; 2. Incur debts, liabilities and obligations, but no debt, liability or obligation of the Authority is a debt, liability or obligation of any Member Agency, except as otherwise provided by Article XIX and XX; 3. Acquire, hold or dispose of real and personal property; TE/L50738.PS1 6 August 9, 1989 4. Receive contributions and donations of property, funds, services and other forms of assistance from any source; S. Sue and be sued in its own name; b. Lease real or personal property, including that of a Member Agency; 7. Receive, collect, invest and disburse monies; and 8. Undertake such other activities as may be necessary to carry out the purpose of this Agreement. These powers shall be exercised in the manner provided by applicable law and as expressly set forth in this Agreement. ARTICLE VII MEMBER AGENCY RESPONSIBILITIES The Member Agencies shall have the following responsibilities: 1. To appoint a representative and alternate to the Board of Directors; 2. To cooperate fully with the Authority in determining the cause of losses and in the settlement of claims, as defined in the insurance coverage; 3. To pay deposits and any adjustments thereto promptly to the Authority when due; TE/Z50738.PS1 7 August 9, 1989 4. To provide the Authority with such statistical and loss experience data and other information as may be necessary for the Authority, in all matters relating to this Agreement and to comply with the Bylaws and all policies and procedures adopted by the Board. 5. Maintain an active risk management program. 6. Designate a risk manager charged with overseeing the entity's risk management program within the city; 7. Comply with safety/loss control requirements established by the Authority. 8. Establish a claim management procedure. ARTICLE VIII BOARD OF DIRECTORS 1. MEMBERSHIP There shall be a Board of Directors to govern the affairs of the Authority. The Authority's Board shall be comprised of one representative from each"Member Agency. The City Council of each Member Agency shall appoint as`its representative the City Manager, or City Administrator. The Board member shall serve and be subject to removal and replacement at the pleasure of the appointing city. Said representative shall have authority to bind the Member Agency on all matters pertaining to this agreement. TE/Z_50738.PS1 8 August 9, 1989 Each Board representative shall appoint one alternate for such representative who shall attend meetings in the event that the appointed representative is unable to attend and who shall, as an alternate, have the same rights as the representative so appointed. 2. OFFICERS The Board of Directors shall elect from its membership a President and Vice President in accordance to the provisions of the Bylaws. The Board of Directors shall appoint a Secretary/Treasurer who is not required to be a member of the Board of Directors. 3. POWERS The powers of the Board shall be all of the powers of the Authority not specifically reserved to the Member Agencies by this Agreement and may include, but not be limited to, Article II of said Agreement and the following: A. Approval of Insurance Coverages. B. Setting deposit premiums. C. Approval of the annual Authority budget. D. Election of officers. E. Creation of Bylaws. F. Approval of service providers, including but not limited to: (1) Program Administrator/Broker TE/Z50738.PS1 9 August 9, 1989 (2) Legal counsel (3) Auditors (4) Claim administrators (5) Loss prevention consultants G. Delegate authority to officers as provided for in the Bylaws. ARTICLE IX MEETINGS AND RECORDS 1. BOARD MEETINGS The Board shall hold at least one regular meeting each fiscal year. The Board shall fix the date, hour and place at which each regular meeting is to be held. Special meetings may be called by the President or upon written request of at least one-third of the Board. Notice of such special meetings shall be delivered personally or by mail to each Board Member at least seven (7) days before such meeting. Each meeting of the Board, including, without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the Ralph M. Brown Act (Section 54950, et seq. of the Government Code). 2. RECORDS The President shall keep, or have kept, minutes of all regular, adjourned, regular and special meetings of the Board. As soon as TE/L50738.PS1 10 August 9, 1989 possible after each meeting, a copy of the minutes shall be forwarded to each member of the Board. Minutes may not be kept of any closed sessions. No business may be transacted by the Board without a quorum of its members being present. A quorum shall consist of a majority of its members authorized representatives. A majority of the members present must vote in favor of a motion to approve it, except as may otherwise be provided for in this Agreement. Alternates shall have all the power and authority of a designated representative. The Board shall conduct its business in accordance with Roberts Rules of Order. ARTICLE X BYLAWS AND ADMINISTRATION POLICY AND PROCEDURES The Board shall cause Bylaws to be developed consistent with applicable law and this Agreement, to govern the day-to-day operations of the Authority. Each Board member shall receive a copy of the Bylaws and any administrative policies and procedures developed under this article. The Board may adopt additional Bylaws and approve administrative policy and procedures or change existing ones so long as they shall be and remain consistent with both applicable law and with this Agreement. ARTICLE XI FISCAL YEAR The fiscal year of the Authority shall be the period beginning the first day of July of each calendar year to and including the 30th day of June of the following year. TE/Z50738.PS1 ii August 9, 1989 ARTICLE XII BUDGET The Board shall adopt an annual budget prior to the beginning of each fiscal year. ARTICLE XIII ANNUAL AUDIT AND AUDIT REPORTS The Board of Directors shall cause an annual financial audit to be made with respect to all receipts, disbursements, and other transactions by a Certified Public Accountant experienced in and qualified to conduct public agency audits. A report of such financial audit shall be filed as a public record with each of the Member Agencies. Such report shall be filed no later than required by law. All costs of such financial audit shall be paid by the Authority and shall be charged against the Member Agencies in the same manner as all other administrative costs. ARTICLE XIV ESTABLISHMENT AND ADMINISTRATION OF FUNDS The Authority 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 Section 6505 of the California Government Code. The Treasurer shall receive, invest and disburse funds only in accordance with the procedures established by the Board of Directors, the Bylaws, and in conformity with applicable law. TE/Z50738TS1 12 August 9, 1989 ARTICLE XV DEPOSITS The deposit for each Member Agency for each Program in which they participate shall be calculated and paid in accordance with the Bylaws and Administrative Policy and Procedures. ARTICLE XVI PROGRAMS The coverage(s) provided by the Authority shall be as specified in the Memoranda of Coverage and/or insurance policies. Each Member Entity shall have the ability to determine in which Programs it will participate. ARTICLE XVII NEW MEMBERS Prospective Members may apply for participation in the Authority in accordance with, and as stated in the Bylaws. A two-thirds majority vote of the cities participating in a Program shall be required for admission to any Program subject to ratification by two-thirds majority vote of the entire Board of Directors of the Authority. TE/L50738.PSi 13 August 9, 1989 ARTICLE XVIII WITHDRAWAL Any Member Agency of the Authority who has been a member for at least three full fiscal years may withdraw from one or any Program in which it participates. The withdrawal may be effective only at the end of a fiscal year. The withdrawing Member Agency must notify the Authority in writing at least ninety (90) days prior to the end of the fiscal year that it will withdraw from a Program. After withdrawal, the withdrawing member shall continue to be responsible for any financial obligation incurred by reason of losses occurring prior to the effective date of an entity's withdrawal. ARTICLE XIX EXPULSION The Authority may expel any Member Agency, with or without cause, as a participant in any program or as a member of the Authority by a two-thirds vote of the Board. ARTICLE XX EFFECT OF WITHDRAWAL OR EXPULSION The withdrawal or expulsion of any Member Agency after the inception of its participation in any program shall not terminate its responsibility to: TE/Z.50738.PS1 14 August 9, 1989 1. Cooperate fully with the Authority in determining the cause of losses and in the settlement of claims, as defined in the coverage agreement; 2. Pay any adjustments determined by the Board to be due and payable for each program year in which it participated; 3. 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 4. Cooperate with and assist the Authority, any insurer, claims adjuster or legal counsel retained by the Authority, in all matters relating to this Agreement. ARTICLE XXI TERMINATION AND DISTRIBUTION The Programs provided for by this Agreement may be terminated when the Board so determines that the withdrawal of a sufficient number of members makes it no longer feasible to continue as a Joint Powers Authority, and that the public interest is no longer served. However, 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 conclude the affairs of the Authority. Upon termination of all Programs provided for under this Agreement and the settlement of all liabilities and claims, including incurred but not reported claims, all property of the Authorityshall be divided amongthe entities in a ratio equal to 9 TE/Z50738.PS1 15 August 9, 1989 their equity in each Program in which they participate. The Board shall determine such distribution within six months after the last pending claim or loss covered by 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. ARTICLE XXII NOTICES Notices to Member Agencies under this Agreement shall be sufficient if mailed to their respective addresses on file with the Authority. Notices to the Authority shall be sufficient if mailed to the address of the Authority as contained in the Bylaws. ARTICLE XXIII PROHIBITION AGAINST ASSIGNMENT No Member Agency may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any Member Agency shall have any right, claim or title to any part, share, interest, fund, premium or asset of the Authority. TE/Z50738.PS1 16 August 9, 1989 ARTICLE XXIV AMENDMENTS This Agreement may be amended by a two-thirds vote of the Member Agencies at any regular or special meeting of the Board, provided that any amendment is compatible with the purposes of this Agreement and it has been submitted to the Board Members at least sixty (60) days in advance. Any such amendment shall be effective immediately upon two-thirds vote of the member agencies. ARTICLE XXV SEVERABILITY Should any portion, term, condition or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions and provisions shall not be affected thereby. ARTICLE XXVI HOLD HARMLESS AND INDEMNIFICATION Member Agencies agree and covenant to save free and hold harmless and indemnify the Authority, other Member Agencies, their elected officers, employees and volunteers for any claim, damage, or liability in connection with claims handling, claims administration, retrospective adjustments, assessments, deposits, coverage, error and omissions, and/or decisions to expel a Member Agency. TE/Z50738.PS1 17 August 9, 1989 ARTICLE XXVH 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. ARTICLE XXVIH EXECUTION OF COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but altogether shall constitute one and the same agreement. IN WITNESS WHEREOF, each of the parties hereto, by and through their respective duly authorized representatives, have executed this Agreement on the date so indicate, (RESOLUTION NO. 1-90) DATED: 1/9/90 CITY OF: ATASCADERO ayor BY:-- City Clerk T'E/ZS0738.PS1 18 August 9, 1989