HomeMy WebLinkAboutAgenda Report - December 21, 2011 C-12*L AGENDA ITEM 4*1
CITY OF LODI
,. COUNCIL COMMUNICATION
AGENDA TITLE: Adopt Resolution Approving Amended Joint Powers Agreement Forming the
California Transit Systems Joint Powers Authority and Authorizing City Manager to
Execute Amended Agreement
MEETING DATE: December 21, 2011
PREPARED BY: Public Works Director
RECOMMENDED ACTION: Adopt resolution approving amendedjoint powers agreement
forming the California Transit Systems Joint Powers Authority and
authorizing City Managerto execute amended agreement.
BACKGROUND INFORMATION: The City of Lodi joined California Transit Systems Joint Powers
Authority (CaITIP or Authority) in 1990 to obtain liability coverage,
vehicle physical damage coverage and risk management services
by jointly pooling resources with the other transit agencies that are members of CaITIP. CaITIP has
provided needed risk management services and competitive and stable rates over the years. CaITIP was
formed, as were many other self-insurance pools, in 1987, during a difficulttime for public entities to
obtain coverage from the insurance market. Although the difficulty of obtaining insurancefrom the
standard markets eventually waned, the coverage provided by the insurance industry usually was not
tailored to the specific needs of the public entities and did not provide the tailored risk management
services.
CaITIP was formed with the signing of a joint powers agreement by each of its members. This
agreement was drafted in 1987 and has not been changed since. Although the agreement has not
changed, CaITIP has. It has added a vehicle physical damage program; a more robust safety and loss
control program; and a more refined detailed accounting of funds, expenses and claims costs. It now
participates in a larger public entity self-insurance pool for higher limits of liability. Because of the growth,
committees were formed with certain authorities that align with the current activities of the Authority. In
addition there have been changes in the laws pertaining to joint powers authorities, such as specifically
allowing distribution of excess contributions based on the claims and losses paid and acknowledging that
the withdrawal of one member does not cancel the contract for the other signatories or parties to the
agreement. Also, the original joint powers agreement was restrictive in that it provided detailed
information on the liability program, for which the joint powers authority was initially created. It did not
specifically recognizethe addition of new programs developed to meetthe needs of the members.
Consequently, the Board of Directors of CaITIP decided it was time to update the agreement to reflect the
changes that have occurred in the last 24 years and have drafted an amended agreement that will be
responsive to future changes in CaITIP, the legal environment, and its members. The amendments will
bring the agreement up to date with current laws and best practices within the risk managementjoint
powers authorities and will also provide flexibility to the Board of Directors to adjust its structure and
function from time to time, as needed.
APPROVED: --�
Konradt Bartlam, City Manager
KAMCOUNCIU201 Ucal ipbylaws.doc 11/30/2011
Adopt Resolution Approving Amended Joint Powers Agreement Forming the California Transit Systems
Joint Powers Authority and Authorizing City Managerto ExecuteAmended Agreement
December 21,2011
Page 2
The proposed amendments to the agreement were reviewed by the CaITIP Oversight Committee and the
Board of Directors, and members were given the chance to comment. The amended agreement now
needs to be adopted by at least three-fourths of the members of CaITIP. Although not required, CaITIP
believes it is best for all members to adopt the amended agreement.
All members of CaITIP are transit agencies with similar interests to the City of Lodi, and each member
has representation on the CalTip Board of Directors. CalTIPwill continueto provide benefitsto the City
and therefore staff recommends City Council adopt a resolution approving the amended joint powers
agreement.
The amended CalTIPjoint powers agreement (Exhibit A), a comparison between the current and amended
agreements (Exhibit B), and current CalTIP joint powers agreement (Exhibit C) are attached.
FISCAL IMPACT: Not Applicable.
FUNDING AVAILABLE: Not Applicable.
W ill
F. Wally Sa elin
PublicWorks Director
Prepared by Paula Fernandez, Transportation Manager/Senior Traffic Engineer
FWS/PJF/pmf
Attachments
cc: CityAttomey
K:\WP\COUNCIU2011 \ccaltipbylaws, d oc November 30,2011
CALIFORNIA TRANSIT SYSTEMS
JOINT POWERS AUTHORITY
JOINT POWERS AUTHORITY AGREEMENT
May 2011
TABLE OF CONTENTS
JOINT POWERS AUTHORITY AGREEMENT
CALIFORNIA TRANSIT SYSTEMS JOINT POWERS AUTHORITY (CaITIP)
ARTICLEI - PURPOSE.................................................................................................................................... 1
ARTICLE 11 - CREATION OF THE CALIFORNIA TRANSIT SYSTEMS JOINT POWERS AUTHORITY ..................... 2
ARTICLE III - DEFINITIONS............................................................................................................................. 2
ARTICLE IV - PARTIES TO THIS AGREEMENT................................................................................................. 2
ARTICLE V - TERM OF AGREEMENT.............................................................................................................. 2
ARTICLE VI - POWERS OF THE AUTHORITY.................................................................................................. 3
ARTICLE VII - GOVERNING DOCUMENTS...................................................................................................... 3
ARTICLE VIII - RESPONSIBILITIES OF THE PARTIES........................................................................................ 3
ARTICLE IX - POWERS RESERVED UNTO THE PARTIES................................................................................. 4
ARTICLE X - BOARD OF DIRECTORS.............................................................................................................. 4
ARTICLE XI - DUTIES OF THE BOARD NOT DELEGABLE................................................................................. 4
ARTICLE XII - BOARD MEETINGS AND RECORDS.......................................................................................... 4
ARTICLE XIII - OFFICERS OF THE AUTHORITY............................................................................................... 5
ARTICLE XIV - ANNUAL BUDGET................................................................................................................... 5
ARTICLE XV - ADMINISTRATION OF FUNDS................................................................................................. 5
ARTICLE XVI - NEW PARTIES......................................................................................................................... 5
ARTICLE XVII - WITHDRAWAL....................................................................................................................... 5
ARTICLE XVIII - EXPULSION........................................................................................................................... 6
ARTICLE XIX - EFFECT OF EXPULSION OR WITHDRAWAL............................................................................. 6
ARTICLE XX - TERMINATION AND DISTRIBUTION........................................................................................ 6
ARTICLE XXI - LIABILITY AND INDEMNIFICATION......................................................................................... 6
ARTICLE XXII - NOTICES................................................................................................................................ 7
ARTICLE XXIII - PROHIBITION AGAINST ASSIGNMENT................................................................................. 7
ARTICLE XXIV - ARBITRATION....................................................................................................................... 7
ARTICLE XXV - AMENDMENTS...................................................................................................................... 7
ARTICLE XXVI - AGREEMENT COMPLETE...................................................................................................... 8
This Agreement is executed in the State of California by and among those public entities which are
parties signatory to this Agreement. All parties signatory to this Agreement shall hereinafter be called
"Party" [collectively "Parties"].
RECITALS
Whereas, Article 1, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et
seq.) permits two or more public entities, by agreement, to exercise jointly powers common to the
contracting parties; and
Whereas, it is the mutual benefit of the Parties and in the public interest that the Parties join together
to provide:
• Pooling of their self-insured losses caused by injury to, or disease of, a person or damage to
property;
• Sharing the cost of excess insurance or reinsurance, if any, or pooling with other joint powers
authorities or public entity pooling arrangement; and
• Sharing the administration of the Authority created by this document.
Whereas, each Party desires to enter into this Agreement with each of the other Parties for the purpose
of joint risk sharing and/or insuring against various risk of loss jointly, rather than individually;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
AGREEMENT
This amended Agreement replaces the original Agreement and any prior amendments that may exist.
This Agreement is made under the authority of Government Code Section 6500 et seq. between the
undersigned public entities, after the governing boards of the entities determine that it is in their best
interest to execute this Agreement.
ARTICLE I - PURPOSE
The purpose of this Agreement is to exercise jointly powers common to each Party by:
• Creating an authority under Government Code Section 6500 et seq., a public entity that is
separate and apart from the Parties, to be known as the California Transit System Joint Powers
Authority, to administer a self-insurance pool,
• Sharing losses and purchase as a group, insurance or reinsurance and participate in other joint
powers authorities or other public entity pooling arrangements,
• Maintaining funds sufficient to pay the losses to which the Parties agree to share through a
Coverage Program, and
• Purchasing jointly administrative and other services, including risk management, loss
prevention, and legal defense in connection with the Coverage Programs.
Joint Powers Agreement - May 2011 Page 1 of 8
ARTICLE II - CREATION OF THE CALIFORNIA TRANSIT SYSTEMS JOINT POWERS AUTHORITY
Pursuant to Government Code Section 6500 et seq., the Parties to this Agreement hereby create a public
entity separate and apart from the Parties. This public entity created by this Agreement shall be known
as the California Transit Systems Joint Powers Authority.
ARTICLE III - DEFINITIONS
1. "Authority" shall mean the California Transit Systems Joint Powers Authority.
2. "Board" or "Board of Directors" shall mean the governing board of the Authority.
3. "Coverage Programs" shall mean programs as defined and adopted by the Board which may, but
need not be limited to pooled risk programs, group purchase of insurance or reinsurance, or
participation in other public entity pooling programs.
4. "Coverage Program Documents" shall mean the Master Program Document defining the policies
and procedures of the program and the Memorandum of Coverage defining the coverage
provided by the program.
5. "Contributions" shall mean payments by Members to the Authority, for other than interest,
penalties paid, or reimbursements for payments made on behalf of the Member, for which the
Authority is not liable.
6. "Governing Documents" shall be those documents described in Article VII, Governing
Documents.
7. "Member" or collectively "Members" shall mean a Party who is participating in a particular
Coverage Program.
8. "Party" shall mean a signatory to this Agreement.
9. "Officer" shall mean an officer of the Authority as defined in Article XIII.
ARTICLE IV - PARTIES TO THIS 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 any signatories that may sign this Agreement in the future,
pursuant to Article XVI. The withdrawal of any Party to this Agreement shall not affect this Agreement
as respects the remaining Parties and those remaining Parties' intent to be bound by this Agreement.
ARTICLE V - TERM OF AGREEMENT
As authorized by Government Code Section 6510, this Agreement was effective from May 1, 1987 and
shall stay in full force, as is, as amended on May 1, 2012 or any other subsequent amendments, until
terminated in accordance with Article XX.
Joint Powers Agreement - May 2011 Page 2 of 8
ARTICLE VI - POWERS OF THE AUTHORITY
The powers of the Authority shall be the powers enjoyed by the County of Nevada or, if the County of
Nevada is no longer a Party to this Agreement then, the County of Siskiyou, and is authorized to do all
acts necessary to fulfill the purposes of this Agreement including, but not limited to, the following:
1. Make and enter into contracts;
2. Incur debts, liabilities and obligations, but no debt, liability or obligation of the Authority is the
debt, liability or obligation of any Party except as otherwise provided;
3. Acquire, hold or dispose of real and personal property;
4. Receive contributions and donations of property, funds, services and other forms of assistance
from any source;
5. Assess Parties as deemed appropriate by the Board;
6. Sue and be sued in its own name;
7. Acquire, construct, manage and maintain buildings; and
8. Lease real or personal property including property of a Party, and receive, collect, invest and
disburse monies.
These powers shall be executed in a manner provided by appropriate law and as set forth in this
Agreement.
ARTICLE VII - GOVERNING DOCUMENTS
The Board of Directors shall adopt Bylaws consistent with this Agreement and applicable law to govern
the operations of the Authority. The Board of Directors may adopt Coverage Program Documents,
consistent with this Agreement and the Bylaws. These Coverage Program Documents define the
Coverage Programs, the Members rights and duties, the Authority's rights and duties, and the
operations of the programs. The Board may also adopt policies and procedures, consistent with this
Agreement, the Bylaws, or Coverage Program Documents, to assist in the governance of the Authority's
operations and activities. The Agreement, the Bylaws, Coverage Program Documents and policies and
procedures adopted by the Board shall constitute the Governing Documents of the Authority.
Unless otherwise stated, a Governing Document may be amended by a majority of the Board of
Directors at a duly noticed regular or special Board meeting.
ARTICLE VIII - RESPONSIBILITIES OF THE PARTIES
The Parties to this Agreement shall have the following responsibilities:
1. To abide by the terms of this Agreement and other Governing Documents;
2. To cooperate fully with the Authority in the settlement of claims;
3. To pay Contributions, assessments, or other charges promptly to the Authority when due; and
4. To appoint a Director and an Alternate to the Board of Directors and to reappoint those
positions upon the departure of anyone from those positions.
Joint Powers Agreement - May 2011 Page 3 of 8
ARTICLE IX - POWERS RESERVED UNTO THE PARTIES
The Parties reserve unto themselves the following powers:
1. To amend this Agreement;
2. Appoint the Representatives and Alternates to the Board of Directors; and
3. To terminate the Authority in accordance with Article XX.
ARTICLE X - BOARD OF DIRECTORS
There shall be a Board of Directors to govern the affairs of the Authority. The Board of Directors shall
have all the powers of the Authority except those specifically reserved to the Parties. The Board of
Directors shall have the authority to create committees as deemed necessary for the operations of the
Authority. The Board has the power to delegate any and all of its powers, not specifically reserved
exclusively to the Board, to a committee or an Officer of the Authority.
The Board of Directors shall consist of one Director and one Alternate from each Party to this
Agreement. The Party shall appoint by official action an officer or employee of the Party to be the
Director and such appointment shall remain in effect until such time as the Party appoints another to be
the Director. The Party shall appoint by official action an officer or employee of the Party to be the
Alternate and such appointment shall remain in effect until such time as the Party appoints another to
be the Alternate. Each Director shall have one vote, and each Alternate shall have one vote only if the
Director for which he/she is an Alternate is absent from the meeting.
ARTICLE XI - DUTIES OF THE BOARD NOT DELEGABLE
The Board may not delegate to any committee, office or person the authority to:
1. Adopt, amend or alter the Bylaws;
2. Adopt the Authority's Annual Budget;
3. Create a Coverage Program;
4. Accept a Party to this Agreement; or
5. Expel a Party to this Agreement.
ARTICLE XII - BOARD MEETINGS AND RECORDS
The Board of Directors shall hold at least one meeting each fiscal year. Regular and special meetings
may be called in accordance with the Bylaws of this Authority and applicable laws. All meetings shall be
open to the public except as permitted by Government Code Section 54950 et seq. The Secretary shall
keep full and complete minutes of all Board meetings.
Joint Powers Agreement - May 2011 Page 4 of 8
ARTICLE XIII - OFFICERS OF THE AUTHORITY
The Board shall elect one of its members as Chairperson and one as Vice Chairperson. The Board shall
appoint a Secretary. The duties of the Chairperson, Vice Chairperson and Secretary shall be defined in
the Bylaws.
In lieu of the designation of a treasurer and auditor as per Government Code Section 6505.6, the Board
shall elect a Treasurer, who shall have, among other duties defined in the Bylaws, the duties of the
treasurer and auditor as described in Government Code Section 6505.5.
The Board may appoint other officers of the Authority as described in the Bylaws.
ARTICLE XIV - ANNUAL BUDGET
Pursuant to Government Code Section 6508, the Board shall approve a budget for any given fiscal year
prior to the inception of that year.
ARTICLE XV - ADMINISTRATION OF FUNDS
The Authority shall be responsible for the strict accountability of all funds and reports of all receipts and
disbursements in conformity with Government Code Section 6505. All funds of the Authority may be
held in common although there shall be a separate accounting for funds of each Coverage Program.
ARTICLE XVI - NEW PARTIES
Prospective Parties may apply to the Board of Directors at any time. The Board shall have the power to
accept a prospective Party, after reviewing their application, with at least two-thirds affirmative vote of
the entire Board. The membership shall become effective upon the Board's approval and the signing of
this Agreement, participation in all mandatory Coverage Programs, and compliance with any and all
other requirements imposed upon membership by the Bylaws or other Governing Documents.
ARTICLE XVII - WITHDRAWAL
A Party to this Agreement may not withdraw as a party to this Agreement prior to being a Party for at
least three full fiscal years. A Party, who has been a Party for at least three full fiscal years, may
withdraw from this Agreement only on the completion of a fiscal year. The Party must provide the
Chairperson written notice of intent to withdraw at least six -months prior to withdrawal. The Party may
rescind its notice of intent to withdraw at any time prior to ninety -days prior to the commencement of
the next fiscal year. The Board may authorize rescission of the intent to withdraw upon a Party's request
pursuant to the Bylaws at any time.
Joint Powers Agreement - May 2011 Page 5 of 8
ARTICLE XVIII - EXPULSION
The Authority may expel a Party to this Agreement as a Party by a three -fourth vote of the entire Board.
The Party shall be given written notice of such action of the Board at least ninety -days prior to the
expulsion.
ARTICLE XIX - EFFECT OF EXPULSION OR WITHDRAWAL
Pursuant to Government Code Section 6512.2, termination of any Party to this Agreement as a Party
shall not be construed to be completion of the purpose of the Agreement and shall not require the
return of any Contributions, payments or advances made by the Party until the Agreement is rescinded
or terminated by all Parties in accordance with Article XX.
Termination of a Party to this Agreement as a Party shall not terminate its continuing responsibilities
defined in any Governing Document or Coverage Program Document for the period of time in which the
Party participated, including, but not limited to:
1. Cooperate fully with the Authority in the investigation and settlement of a claim;
2. Pay any Contributions, retentions or deductibles, assessments or other charges which are due
and payable; and
3. Provide any statistical or loss experience data and other information as may be necessary for
the Authority to carry out the purpose of this Agreement.
ARTICLE XX - TERMINATION AND DISTRIBUTION
This Agreement may be terminated at any time with written consent of three-fourths of the Parties;
provided, however, that this Agreement and the Authority shall exist for the purpose of disposing of all
claims, distribution of assets and any other functions necessary to wind up the affairs of the Authority.
The Board shall be vested with all the powers of the Authority for the purposes of winding down and
dissolving the business affairs of the Authority, including the power to assess past and present Parties in
accordance with Coverage Program Documents.
In accordance with Government Code Section 6512, all assets of the Authority shall be distributed
among those who were Parties within ten years of termination, in proportion to the Parties'
Contributions. The Board shall determine when claims and liabilities are sufficiently realized as to not
jeopardize the payment of any claim or liability that may arise in the future.
ARTICLE XXI - LIABILITY AND INDEMNIFICATION
Pursuant to Government Code Section 6508.1, the debts, liabilities and obligations of the Authority shall
not constitute debts, liabilities or obligations of any Party, except to the extent and in the proportions,
imposed by the Bylaws or other Governing Documents. Each Party is independent of every other Party
and of the Authority and not the agent of any Party or of the Authority. In contemplation of the
provisions of Section 895.2 of the California Government Code, imposing certain tort liability jointly
Joint Powers Agreement - May 2011 Page 6 of 8
upon public entities, solely by reason of a joint powers agreement as defined in Section 895 of that
code, each Party, as between each other, pursuant to the authorization contained in Section 895.4 and
895.6 of that code, does hereby assume the full liability imposed upon it, or any of its officers, agents, or
employees by law for injury caused by a negligent or wrongful act or omission occurring in the
performance of this Agreement, to the same extent that such liability would be imposed in the absence
of Section 895.2 of the California Government Code. To achieve the above -stated purpose, each Party
shall indemnify and hold harmless each other Party for any loss, costs, or expense that may be imposed
upon such other Party solely by virtue of Section 895.2. The provisions of Section 2778 of the California
Civil Code are made a part of this Agreement as if set forth fully in this Agreement.
The members of the Board of Directors and the Officers and employees of the Authority shall act in good
faith and in the best interests of the Authority in the performance of their duties. The members of the
Board of Directors and Officers and employees shall be liable for an act or omission within the scope of
their employment with the Authority as a public entity only in the event that they act or fail to act
because of actual fraud, corruption, or malice. No member shall be liable for any actions taken or
omissions by another member of the Board. Funds of the Authority shall be used to defend and
indemnify members of the Board, Officers, and employees for any act or omission pursuant to the
provisions of the Government Code Section 910 to 996.6, inclusive. The Authority may purchase
insurance covering acts or omissions of the Board of Directors, Officers, and employees.
ARTICLE XXII - NOTICES
Notices to any or all Parties shall be sufficient if mailed to their respective addresses on file with the
Authority. Notice to the Authority shall be sufficient if mailed to the official address of the Authority as
established by Resolution.
ARTICLE XXIII - PROHIBITION AGAINST ASSIGNMENT
No Party may assign any right, claim, or interest it may have under this Agreement, and no creditor,
assignee, or third party beneficiary of the Party shall have any right, claim or title to any part, share,
interest, fund, premium, or asset of the Authority.
ARTICLE XXIV - ARBITRATION
Any controversy between the Parties hereto arising out of this Agreement shall be submitted to
arbitration, and such arbitration shall comply with and be governed by the provisions of the California
Arbitration Act, Sections 1280 through 1294.2 of the California Code of Civil Procedure.
ARTICLE XXV - AMENDMENTS
This Agreement may be amended at any time by approval of three-fourths of the Parties.
Joint Powers Agreement - May 2011 Page 7 of 8
ARTICLE XXVI - 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.
In Witness Whereof, the undersigned Party hereto has executed this Agreement on the date indicated
below:
Date:
By:
Printed Name of Authorized Signor
Signature of Authorized Signor
Title of Authorized Signor
Name of Agency
Joint Powers Agreement - May 2011 Page 8 of 8
California Transit Systems Joint Powers Authority
Comparison of JPA Agreements — Current versus Proposed
Current to Proposed:
Current JPA
Changes in Proposed JPA
Proposed JPA
Reference
Reference
Page 1, Line 6
References parties to the contract as "Properties". This
reference has been eliminated.
Page 1, Lines 11- 12
Current JPA references Government Code §6502 allowing
Page 1, Lines 7 - 9
joint powers agreements. The Proposed JPA references
§6500 et seq.
Page 1, Lines 14 - 21
Reference to Government Code §990.4 and §990.8 has been
Page 1, Lines 11- 18
eliminated to recognize the JPA's broader purpose of self-
insurance and group purchase beyond just public liability.
Page 1, Line 35
The Proposed JPA eliminates the definition of "Associate
Member" because there are no provisions for associate
members.
Page 1, Line 38
The Proposed JPA deletes the word "insurance" from the
Page 2, Line 9
definition of Authority to emphasize the fact that it is not
insurance.
Page 1, Line 41
The Board of Directors definition was not changed.
Page 2, Line 10
Page 1, Line 43
The Proposed JPA eliminates the definition of "Claim". The
word is not used in the document.
Page 2, Line 1
The Proposed JPA defines "contributions" broader by stating
Page 2, Lines 17 - 19
it is all payments excluding amounts within the SIR, interest
or penalties paid. This eliminates the monies paid by
Program I members for losses within their SIR.
Page 2, Line 4
The Proposed JPA eliminates the definition of "Cost
Allocation Plan". The word is not used in the document.
Page 2, Line 8
The Proposed JPA eliminates the definition of "Deposit". The
word is not used in the document.
Page 2, Line 11
The Proposed JPA eliminates the definition of "Excess
Insurance". The word is used in the document in generic
terms only.
Page 2, Line 15
The Proposed JPA eliminates the definition of "Executive
Page 4, Lines 12 -14
Committee". The requirement for an executive committee in
the Proposed JPA has been eliminated. The Board is allowed
to establish committees.
Page 2, Line 18
The Proposed JPA eliminates the definition of "Fiscal Year".
The word is not used in the document. "Fiscal Year" is
defined in the Bylaws.
Page 2, Line 21
The Proposed JPA has changed the definition of "Joint
Page 2, Lines 11-13
Protection Program" by re -labeling it to a "Coverage
Program", a more recognizable term in the industry.
Page 2, Line 24
The Proposed JPA eliminates the definition of "Non-
participating Property". The word is not used in the
document.
Page 1 of 5
Current JPA
Changes in Proposed JPA
Proposed JPA
Reference
Reference
Page 2, Lines 27 - 42
The Proposed JPA has eliminated the use of the word
Page 2, Line 24
"Properties" and its definition. "Parties" are used in place of
the word "Properties" and the limitation to transportation
activities will be addressed in the coverage programs. The
reference to San Diego Transportation Company has been
eliminated.
Page 2, Line 44
The Proposed JPA eliminates the definition of "Retrospective
Adjustment". The word is not used in the document.
Page 3, Lines 2 - 19
The Article of the Proposed JPA titled "Purpose" is more
Page 1, Lines 33 - 45
general than the Current JPA. It does not reference or limit to
liabilities incurred under Government Code §990 et seq., but
is broader to include property, workers' compensation and
even employee benefits.
Page 3, Lines 22 - 28
The "Parties to the Agreement" are essentially unchanged.
Page 2, Line 27 - 32
Page 3, Lines 31- 35
The Proposed JPA states the day upon commencement of the
Page 2, Lines 34 -38
contract and states termination upon the conditions stated in
the "Termination" provision. It also references Government
Code §6510 that allows the contract to be ongoing until such
time. The original JPA only reference commencement upon
two properties signing.
Page 4, Lines 2 - 6
The "Creation of Authority" Article is essentially unchanged
Page 2, Lines 1-5
except as respects the name. The word "insurance" was
deleted from the name.
Page 4, Lines 9 - 34
The Article titled "Powers of Authority" is essentially
Page 3, Lines 1- 19
unchanged in the Proposed JPA except that the Proposed JPA
makes it clear that the Authority has the power to assess its
members.
Page 4, Line 37 -
The "Responsibilities of the Authority" have been eliminated
Page 5, Line 21
in the Proposed JPA. This will be left to the Bylaws and the
Board to define.
Page 5, Line 26 —
The Article titled "Responsibilities of the Properties" has been
Page 3, Lines 36 - 44
Page 6, Line 11
amended by eliminating the required appointment of one to
be responsible for risk management. This can be addressed
in the Bylaws. The Proposed JPA requires the Parties to abide
by the Governing Documents.
Page 5, Line 35
The Proposed JPA also eliminated the requirement that a
Page 3, Lines 36 - 44
Party appoint a safety officer or committee. This can be
addressed in the Bylaws. The Proposed JPA requires the
Parties to abide by the Governing Documents.
Page 5, Line 38
The Proposed JPA eliminates the requirement upon the
Properties to maintain records. The records requirements
will be addressed in the Coverage Program Documents.
Page 2 of 5
Current JPA
Proposed JPA
Reference
Changes in Proposed JPA
Reference
Page 5, Line 42 -
The exact days for payment of invoices is not stated in the
Page 3, Line 42
Page 6, Line 2
Proposed JPA but rather states that they will be paid timely.
It also opens the requirement to pay timely to any charge
made against the member. Thus, invoices for reimbursement
of Self-insured retentions will also be required to be paid
promptly. The time of payment can be addressed in the
Coverage Programs or the Bylaws.
Page 6, Line 8
The Proposed JPA requires the members to abide by the
Page 3, Line 40
Bylaws, etc. as does the current JPA. But the Proposed JPA
refers to those documents as the "governing documents".
Page 6,Line 17 —18
The Board appointment and duty to govern are the same.
Page 4, Lines 17 - 23
Page 6, Lines 31- 33
The Proposed JPA does not include cause for appointing a
new Director if the Director has missed two consecutive
meetings. The appointing Party needs no reason for
appointing a new director.
Page 6, Lines 35 - 42
The Proposed JPA has no provisions for a director or alternate
of an associate member. Reference to associate member
deleted.
Page 7, Lines 6 - 11
The Proposed JPA does not specifically address an Executive
Page 4, Lines 12 - 14
Committee. The Board has the right to establish committees,
including an Executive Committee, either in the Bylaws or by
Board action.
Page 7, Line 13 - 43
The Proposed JPA does not specifically state authorities and
Page 4, Lines 11- 15
functions of the Board in detail. Rather it merely states the
Board shall govern the affairs of the Authority and shall have
the powers of the Authority.
Page 8, Line 8
The Proposed JPA requires the Secretary to keep the minutes
Page 4, Lines 37 - 40
of the meetings. The current JPA requires the Board to keep
the minutes and distribute to each Property. The Proposed
Bylaws will address the distribution of the minutes.
Page 8, Lines 12 - 15
The Proposed JPA is silent as to what constitutes a quorum
for the Board. The default of a majority is controlling.
Page 8, Line 24 —
The Proposed JPA does not include any of the details for an
Page 9, Line 13
Executive Committee, leaving the Board to decide whether an
Executive Committee is needed and how it is to be
structured.
Page 9, Lines 15 - 18
The Proposed JPA does not have a separate section for Joint
Page 4, Line 31
Protection Programs and does not require them to be
specified in the Bylaws. Rather the Proposed JPA provides
the Board with the power to create "Coverage Programs" and
define them in whatever document is appropriate. Note,
however, that the Proposed JPA does not allow the Board to
delegate the authority to make programs.
Page 9, Lines 23 - 24
The Proposed JPA requires the budget to be adopted prior to
Page 5, Lines 15 - 16
the fiscal year, a little more precise than the Current JPA.
Page 3 of 5
Current JPA
Proposed JPA
Reference
Changes in Proposed JPA
Reference
Page 9, Lines 26 - 36
The Proposed JPA only refers to the Treasurer's
Page 5, Lines 7 - 9
responsibilities under Government Code Section 6505.5. This
section essentially requires the Treasurer to provide all that is
in the Current JPA.
Page 9, Line 38 —
The Proposed JPA does not specifically require the Board to
Page 5, Lines 7 - 9
Page 10, Line 3
have an audit by a CPA. However, the duties of the Treasurer
per Section 65050.6, requires the Treasurer to have an audit
prepared.
Page 10, Lines 5
The Proposed JPA does not require a claims audit. A claims
-7
audit is specific to a Coverage Program and anticipated to be
included in the documentation of such program.
Page 10, Line 10 - 20
Strict accountability is required under the Proposed JPA as
Page 5, Lines 20 - 22
well as the current JPA. However, the Proposed JPA does not
require the accounting to be on a full accrual basis.
Page 10, Lines 22 -
The Proposed JPA does not comment on the Deposit but
24
leaves that to be stated in the coverage program documents
and the Bylaws as appropriate.
Page 10, Lines 27 —
The Proposed JPA does not specifically discuss a
30
Retrospective Adjustment but anticipates this will be
addressed in each coverage program.
Page 10, Line 33 - 40
The Proposed New Parties section does not specifically
Page 5, Lines 26 - 30
require payment of a deposit but by requiring the new
member to meet all the requirements of the governing
documents essentially imposes the same. The Proposed JPA
does not specifically give the Board the option of applying
additional terms and conditions. But their vote can be so
phrased.
Page 11, Line 13 - 18
The Proposed JPA does not provide for a $25,000 non-
refundable deposit.
Page 11, Line 23 - 28
The Proposed JPA does not provide for a member to drop out
if the premium is higher than the estimated. The Coverage
Program documents can address excessive costs.
Page 11, Line 36 - 40
The Proposed JPA requires six months notice of withdrawal
Page 5, Lines 34 - 40
from the JPA. If the party wants to rescind that notice of
withdrawal, it may do so up to 90 days prior to the date of
withdrawal. The current JPA required confirmation of the
intent to withdraw 90 days before the effective withdrawal.
The three year initial requirement is not changed.
Page 12, Lines 2 - 8
The Proposed JPA does not have a similar Cancellation
provision because the ability to cancel ones participation in a
specific program is expected to be defined in the coverage
program documents. The provisions may vary depending
upon the program and whether participation in such program
is mandatory or voluntary.
Page 12, Lines 13 -
The Proposed JPA, as does the Current JPA, states that the
Page 6, Lines 9 - 12
16
termination by one party does not terminate the contract as
and Lines 14 -22
respects the other parties.
Page 4 of 5
Current JPA
Additional Provisions Not in Current JPA
Proposed JPA
Reference
Changes in Proposed JPA
Reference
Page 12, Lines 18 -
The Proposed JPA does not specifically state that a
Page 6, Lines 14 -23
25
withdrawal does not affect its continuing obligation to a Joint
Defines Governing Documents and establishes a priority of the documents.
Page 4, Lines 3 - 7
Protection Program. Rather it anticipates this to be
Page 4, Lines 27 - 33
A section was added forbidding delegation of certain duties by the Board.
addressed in the program documents to which the party has
The proposed JPA adds a duty of a withdrawn or expelled member to cooperate
in the investigation of claims.
Page 7, Lines 15 -19
agreed in the JPA to be bound.
Page 12, Line 30 -
The Proposed JPA provides for the runoff and provides the
Page 6, Lines 26 -31
Page 13, Line 2
Board with the same powers during Termination of the
Agreement as the Current JPA.
Page 13, Line 9 - 11
Upon termination, the current Agreement requires the Board
Page 6, Lines 33 - 36
to distribute any assets to all past and present members
within six months of the close of the last claim covered by the
Joint Protection Plan. The Proposed JPA leaves it up to the
Board to determine when to distribute the funds. But the
funds are only distributed to those a party to the agreement
within 10 years of termination. Note little funds will be
distributed this way because the programs will distribute
most of the funds through the retrospective adjustments.
Page 13, Lines 14 -
The Proposed JPA does not require the Board to adopt Bylaws
Page 4, Line 29
18
but merely provides the Board the authority to adopt Bylaws.
Page 13, Lines 21-
Indemnification of parties is in essence the same in both the
Page 6, Lines 40 - 44
37
Proposed and Current JPA's.
and Page 7, Lines 1-
19
Page 14, Lines 2 - 6
The Notice provisions of both JPA's are essentially the same.
Page 7, Lines 23 - 25
Page 14, Lines 9 - 12
The three-fourths approval requirement for amendments to
Page 7, Line 41
the JPA remains in the Proposed JPA.
Page 14, Lines 15 -
Prohibition against assignment exists in both JPA's.
Page 7, Lines 29 - 31
19
Page 14, Lines 22 -
Agreement Complete exists in both JPA's
Page 8, Lines 3 - 4
25
New Provisions in Proposed JPA:
Proposed JPA
Reference
Additional Provisions Not in Current JPA
Page 2 Lines 11- 13
Definition of Coverage Program rather than Protection Program
Page 2, Lines 20 - 21
Definition of Governing Documents is added.
Page 2, Lines 22 - 23
Definition of member is added.
Page 2, Line 25
Definition of Officer is added.
Page 3, Lines 24 - 31
Defines Governing Documents and establishes a priority of the documents.
Page 4, Lines 3 - 7
A section was added reserving certain powers to the parties.
Page 4, Lines 27 - 33
A section was added forbidding delegation of certain duties by the Board.
Page 6, Line 18
The proposed JPA adds a duty of a withdrawn or expelled member to cooperate
in the investigation of claims.
Page 7, Lines 15 -19
The proposed JPA includes a provision whereby the Authority will defend and
indemnify the Board and the Officers of the Authority. This essentially bypasses
any terms and conditions in a coverage document as well as eliminate the
member's SIR should the coverage come back through an E&O of the member.
Page 5 of 5
JOINT POWERS AGREEMENT
CREATING
CALIFORNIA TRANSIT SYSTEMS
JOINT POWERS INSURANCE AUTHORITY
ORIGINAL EXECUTION COUNTERPART
TABLE OF CONTENTS
JOINT POWERS AGREEMENT
CALIFORNIA TRANSIT SYSTEMS
JOINT POWERS INSURANCE AUTHORITY
RECITALS..........................................................................................................................................1
ARTICLE 1
DEFINITIONS............................................................................................................... I
ARTICLE2
PURPOSES.................................................................................................................... 3
ARTICLE 3
PARTIES TO AGREEMENT.......................................................................................3
ARTICLE 4
TERM OF AGREEMENT.............................................................................................3
ARTICLE 5
CREATION OF AUTHORITY..................................................................................... 4
ARTICLE 6
POWERS OF AUTHORITY......................................................................................... 4
ARTICLE 7
RESPONSIBILITIES OF THE AUTHORITY.............................................................4
ARTICLE 8
RESPONSIBILITIES OF PROPERTIES...................................................................... 5
ARTICLE 9
BOARD OF DIRECTORS............................................................................................6
ARTICLE 10
POWERS OF THE BOARD OF DIRECTORS.......................................................... 7
ARTICLE 11
MEETING OF THE BOARD OF DIRECTORS........................................................ 8
ARTICLE 12
EXECUTIVE COMMITTEE...................................................................................... 8
ARTICLE 13
DELEGATION OF POWERS TO THE EXECUTIVE COMMITTEE ..................... 9
ARTICLE 14
MEETINGS OF THE EXECUTIVE COMMITTEE .................................................. 9
ARTICLE 15
JOINT PROTECTION PROGRAM COVERAGE ..................................................... 9
ARTICLE 16
ACCOUNTS, RECORDS AND AUDITS..................................................................9
ARTICLE 17
ESTABLISHMENT AND ADMINISTRATION OF FUNDS.................................10
ARTICLE18
DEPOSIT...................................................................................................................10
ARTICLE 19
RETROSPECTIVE ADJUSTMENTS......................................................................10
ARTICLE 20
NEW MEMBERS......................................................................................................10
ARTICLE 21
WITHDRAWAL........................................................................................................11
ARTICLE 22
CANCELLATION.....................................................................................................12
ARTICLE 23
EFFECT OF WITHDRAWAL..................................................................................12
ARTICLE 24
TERMINATION AND DISTRIBUTION.................................................................12
ARTICLE 25
PROVISION FOR BY-LAWS..................................................................................13
ARTICLE 26
LIABILITY AND INDEMNIFICATION.................................................................13
ARTICLE27
NOTICES...................................................................................................................14
ARTICLE 28
AMENDMENT..........................................................................................................14
ARTICLE 29
PROHIBITION AGAINST ASSIGNMENT.............................................................14
ARTICLE 30
AGREEMENT COMPLETE.....................................................................................14
ORIGINAL EXECUTION COUNTERPART
1 JOINT POWERS AGREEMENT
2 CALIFORNIA TRANSIT SYSTEMS
3 JOINT POWERS INSURANCE AUTHORITY
4
5 THIS AGREEMENT is made and entered into in the County of Sacramento, State of
6 California, by and among the California public agencies (referred to as "Properties" or as
7 "Property"), which have become parties to this agreement by executing a counterpart of it.
8
9 RECITALS
10
11 WHEREAS, California Government Code Section 6502 provides that two or more public
12 agencies may by agreement jointly exercise any power common to the contracting parties; and
13
14 WHEREAS, California Government Code Section 990.4 provides that a local public
15 entity may self -insure, purchase insurance through an authorized carrier, or purchase insurance
16 through a surplus line broker, or any combination of these; and
17
18 WHEREAS, California Government Code Section 990.8 provides that two or more local
19 public entities may, by a joint powers agreement, provide insurance for any purpose by any one
20 or more of the methods specified in Government Code Section 990.4; and
21
22 WHEREAS, each Property desires to join together with the other Properties for the
23 purpose of a Joint Protection Program, as defined in this agreement; and
24
25 WHEREAS, it appears economically feasible and practical for the Properties to do so;
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27 NOW, THEREFORE, for and in consideration of all of the mutual benefits, covenants
28 and agreements contained herein, the Properties agree as follows:
29
30 ARTICLE 1
31 DEFINITIONS
32
33 The following definitions shall apply to the provisions of this agreement:
34
35 (a) "Associate Member" shall mean a California nonprofit corporation which
36 operates a fixed route public transportation service.
37
38 (b) "Authority" shall mean the California Transit Systems Joint Powers Insurance
39 Authority created by this agreement.
40
41 (c) "Board of Directors" or "Board" shall mean the governing body of the Authority.
42
43 (d) "Claim" shall mean a demand made against a Property which is within the
44 Authority's Joint Protection Program as developed by the Board of Directors.
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ORIGINAL EXECUTION COUNTERPART
1 (e) "Contribution" shall mean the sum of a Property's Deposit and additional
2 assessments determined by the Cost Allocation Plan for a fiscal year.
4 (f) "Cost Allocation Plan" shall mean the formula, adopted by the Board, to allocate
5 the costs of losses, expenses and Contributions to a catastrophic fund or other reserve, to
6 individual Properties.
8 (g) "Deposit" shall mean the amount determined by the Board annually, as necessary
9 to fund the Joint Protection Program of the Authority.
10
11 (h) "Excess Insurance" shall mean that insurance which may be purchased by or on
12 behalf of the Authority to protect the Properties against catastrophic losses or an unusual
13 frequency of losses during a single year.
14
15 (i) "Executive Committee" shall mean the Executive Committee of the Board of
16 Directors of the Authority.
17
18 (j) "Fiscal Year" shall mean that period of twelve months which is established as the
19 fiscal year of the Authority by the Board of Directors.
20
21 (k) "Joint Protection Program" shall mean and include a program or programs of self -
22 insurance or commercial insurance, or Excess Insurance, or both.
23
24 (1) "Non -participating Property" shall mean, in regards to a specific Joint Protection
25 Program, a Property which is not participating in that Joint Protection Program.
26
27 (m) "Property" or "Properties" shall mean those public agencies organized and
28 existing under the laws of California and empowered by law to provide public transportation
29 service, including but not limited to transportation districts, cities, counties, and other local or
30 regional governmental entities, which have executed this agreement. Public transportation
31 service includes but is not limited to transportation services of all kinds, including service for the
32 elderly and handicapped. The Authority may establish Associate Members, by separate
33 agreement with the Authority, upon approval of the Board of Directors, provided that any
34 prospective Associate Member shall not affect the financing capabilities or other powers of the
35 Authority. An Associate Member which executes such agreement with the Authority shall be
36 deemed to be included within the term Property except as otherwise provided in this agreement.
37 An Associate Member shall not be considered a party to this agreement within the meaning of
38 the provisions of California Government Code Section 6500 and following. An Associate
39 Member shall have all of the responsibilities and obligations of a Property as provided in this
40 agreement. The Properties hereby agree that the Long Beach Public Transportation Company
41 and the San Diego Transit Corporation may become Associate Members by executing this
42 agreement.
43
44 (n) "Retrospective Adjustment" shall mean the amount, determined by the Cost
45 Allocation Plan adopted by the Board of Directors, as a Property's share of losses, expenses, and
46 Contribution to a catastrophe fund or other reserve.
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ORIGINAL EXECUTION COUNTERPART
1 ARTICLE 2
2 PURPOSES
4 This Agreement is entered into by the Properties pursuant to the provisions of California
5 Government Code Sections 990, 990.4, 990.8 and 6500 et seq. in order to provide
6 comprehensive and economical public liability, workers' compensation, and property coverage,
7 or coverage for other risks which the Board of Directors may include in a Joint Protection
8 Program. Additional purposes of this agreement are to reduce the amount and frequency of
9 losses and decrease the cost incurred by Properties in handling and litigating claims. These
10 purposes shall be accomplished through the exercise of the powers of the Properties jointly in the
11 creation of a separate entity, the California Transit Systems Joint Powers Insurance Authority, to
12 administer Joint Protection Programs for the Properties, to pool their losses and Claims, jointly
13 purchase commercial and Excess Insurance and administrative and other services, including
14 claims adjusting, data processing, risk management consulting, loss prevention, legal, and related
15 services.
16
17 It is also the purpose of this agreement to provide, to the extent permitted by law, for the
18 inclusion at a subsequent date of such additional public agencies as may desire to execute this
19 agreement and become Properties, subject to approval by the Board of Directors.
20
21
ARTICLE 3
22 PARTIES TO AGREEMENT
23
24 Each Property certifies that it intends to and does contract with all other Properties and, in
25 addition, with such other parties as may later be added as Properties pursuant to Article 21. Each
26 Property also certifies that the deletion of any party from this agreement pursuant to Articles 22
27 and 23 shall not affect this agreement or such Property's intent to contract with the Properties
28 then remaining.
29
30
ARTICLE 4
31 TERM OF AGREEMENT
32
33 This agreement shall become effective of the date of execution by the second of two
34 Properties and shall continue until and unless terminated as hereinafter provided. This
35 agreement may be executed in counterparts.
36
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ORIGINAL EXECUTION COUNTERPART
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ARTICLE 5
CREATION OF AUTHORITY
Pursuant to Section 6500 et seq. of the California Government Code, there is hereby
created a public entity separate and apart from the parties hereto, to be known as the California
Transit Systems Joint Powers Insurance Authority.
ARTICLE 6
POWERS OF AUTHORITY
The Authority shall have the powers common to the Properties and is hereby authorized
to do all acts necessary for the exercise of those common powers, including, but not limited to,
any or all of the following:
(a) To make and enter into contracts;
(b) To incur debts, liabilities or obligations, to issue bonds, notes, or other evidences
of indebtedness, and make and enter into contracts and other instruments for the issuance and
sale of certificates of participation to fund the purposes of this agreement and to secure the
performance of related agreements, including reinsurance contracts and credit facilities;
(c) To acquire, receive, hold or dispose of property, Contribution and donations of
property, funds, services and other forms of assistance from persons, firms, corporations and
governmental entities;
(d) To sue and be sued in its own name; and
(e) To exercise all powers necessary and proper to carry out the terms and provisions
of this agreement, or otherwise authorized by law.
The powers of the Authority shall be exercised pursuant to the terms of this agreement
and in the manner provided by law. To comply with the provisions of Section 6509 of the
California Government Code, the manner of exercising any power shall be subject only to the
similar restrictions on the exercise of the powers of Central Contra Costa Transit Authority.
ARTICLE 7
RESPONSIBILITIES OF THE AUTHORITY
The Authority shall perform the following functions in discharging its responsibilities
under this agreement:
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ORIGINAL EXECUTION COUNTERPART
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(a) Provide Joint Protection Programs by negotiation or bid, and purchase, as
determined necessary by the Board of Directors.
(b) Assist each Property's designated risk manager with the implementation of risk
management functions relating to risks within the Property covered by the Joint Protection
Program.
(c) Provide claims adjusting and subrogation services for Claims covered by the Joint
Protection Program.
(d) Provide loss analysis and control services by the use of statistical analysis, data
processing, and record and file keeping services, in order to identify high exposure operations
and to evaluate proper levels of self -retention and deductibles.
(e) Conduct risk management audits to review the participation of each Property in
the Joint Protection Program as deemed necessary by the Board of Directors.
(f) Such other responsibilities as deemed necessary by the Board of Directors.
(g) Issue Procedures Manual.
ARTICLE 8
RESPONSIBILITIES OF PROPERTIES
Properties shall have the following responsibilities:
(a) The governing body of each Property shall appoint a Director and at least one
alternate Director to the Board of Directors, pursuant to Article 9 of this agreement.
(b) Each Property shall appoint an employee of the Property to be responsible for the
risk management function within that Property and to serve as a liaison between the Property and
the Authority as to risk management.
(c) Each Property shall maintain an active safety officer or safety committee, or both,
and shall consider all recommendations of the Authority concerning unsafe practices.
(d) Each Property shall maintain a set of records, including a loss log, in all
categories of risk covered by the Joint Protection Program, to insure the accuracy of the
Authority's loss reporting system, until no longer deemed necessary by the Board of Directors.
(e) Each Property shall pay its Contribution, including any Retrospective Adjustment,
within thirty (30) days of the invoice date. After withdrawal or termination, each Property shall
pay promptly to the Authority its share of any additional Contribution, when and if required of it
by the Board of Directors under Article 23 or 24 of this agreement.
-5-
ORIGINAL EXECUTION COUNTERPART
1 The Board has the authority to assess interest or late penalties for payment of money in
2 arrears, such as for overdue Contributions.
4 (f) Each Property shall provide the Authority with such other information or
5 assistance as may be necessary for the Authority to carry out the Joint Protection Program under
6 this agreement.
8 (g) Each Property shall in any and all ways cooperate with and assist the Authority,
9 and any insurer of the Authority, in all matters relating to this agreement, the Joint Protection
10 Program, and covered Claims and will comply with all bylaws, rules and regulations adopted by
11 the Board of Directors.
12
13
ARTICLE 9
14 BOARD OF DIRECTORS
15
16 (a) The Authority shall be governed by the Board of Directors which is hereby
17 established and which shall be composed of one representative from each Property. Each
18 Property, by official action, shall appoint a Director of the Board and an alternate Director, each
19 of whom shall be an officer or employee of that Property. The alternate appointed by a Property
20 shall have the authority to attend, participate in and vote at any meeting of the Board when the
21 regular Director for whom he or she is an alternate is absent from said meeting.
22
23 (b) Each Director or alternate of the Board shall serve until a successor is appointed.
24 Each Director or alternate shall serve at the pleasure of the Property by which he or she has been
25 appointed.
26
27 (c) Each Director or alternate shall have one vote. Directors or their alternates may
28 not vote on issues concerning a Joint Protection Program for which the entity is a Non -
29 Participating Property.
30
31 (d) The unexcused absence of a Director or alternate from two consecutive meetings
32 of the Board shall be cause for the appointment of a new Director by the governing body of the
33 appointing Property.
34
35 (e) The Director and alternate Director of an Associate Member shall be entitled to
36 notice of all meetings of the Board of Directors and may attend and participate in any meeting of
37 the Board, but may vote only on matters relating to a Joint Protection Program, as provided in
38 such program or in the bylaws adopted by the Board of Directors. The Director and alternate
39 Director of an Associate Member shall not be regarded as members of the governing body of the
40 Authority or officers of the Authority; provided, however, that they shall comply with the
41 Political Reform Act of 1974 and the Conflict of Interest Code adopted by the Board of
42 Directors.
43
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ORIGINAL EXECUTION COUNTERPART
1 ARTICLE 10
2 POWERS OF THE BOARD OF DIRECTORS
3
4 The Board of Directors shall have the following powers and functions:
5
6 (a) To elect an Executive Committee from its Directors pursuant to Article 12 of this
7 agreement.
8
9 (b) To review all acts of the Executive Committee and to modify or override any
10 decision or action of the Executive Committee upon a majority vote of the entire Board of
11 Directors.
12
13 (c) To receive and review periodic accountings of all funds and audits under Article
14 16 of this agreement.
15
16 (d) To conduct on behalf of the Authority all businesses of the Authority which the
17 Authority may conduct under the provisions of this agreement and pursuant to law.
18
19 (e) To determine details of, select, and establish the Joint Protection Programs of the
20 Authority.
21
22 (f) To determine and purchase all commercial insurance, including Excess Insurance,
23 necessary to carry out the Joint Protection Programs of the Authority.
24
25 (g) To contract for or develop various services for the Authority, including, but not
26 limited to, claims adjusting, loss control and risk management consulting.
27
28 (h) To cause to be prepared the operating budget of the Authority for each fiscal year.
29
30 (i) To receive and act upon reports of the Underwriting Committee, Claims
31 Committee, Investment Committee, and other committees as may be created by action of the
32 Board.
33
34 (j) To hire persons or entities as the Board deems necessary for the administration of
35 the Authority and to exercise general supervisory and policy control over such persons or
36 entities.
37
38 (k) To establish or appoint such offices, officers, and committees of the Board as deemed
39 necessary; provided, however, that the Board shall appoint a Treasurer and Auditor or Controller,
40 who may be the same person, as officers of the Authority.
41
42 (1) Such other powers and functions as are provided for in this agreement or in the
43 bylaws.
44
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ARTICLE 11
MEETING OF THE BOARD OF DIRECTORS
(a) Meetings. The Board shall provide for its regular, adjourned regular and special
meetings or upon call of the chairperson of the Board; provided, however, that it shall hold at
least one regular meeting annually as set forth in the bylaws.
(b) Minutes. The board shall cause minutes of regular, adjourned regular and special
meetings to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes
to be forwarded to each Property.
(c) Quorum. A majority of the Directors of the Board shall constitute a quorum for
the transaction of business, except that less than a quorum may adjourn from time to time. A
vote of the majority of those Directors present at a meeting shall be sufficient to take action by
the Board, except as otherwise specifically set forth in this agreement or in the bylaws.
(d) Compliance with the Brown Act. All meetings of the Board, including, without
limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and
conducted in accordance with the provisions of the Ralph M. Brown Act, Government Code
Section 54950 et seq.
ARTICLE 12
EXECUTIVE COMMITTEE
The Board of Directors may establish and appoint an Executive Committee.
(a) The Executive Committee, if established, may consist of up to 25 members.
Officers of the Executive Committee shall be the Chairperson, Vice Chairperson, Secretary, and
the Treasurer of the Board of Directors.
(b) The Chairperson of the Authority, or the Vice Chairperson in his or her absence,
shall serve as the Chairperson of the Executive Committee.
(c) The unexcused absence of a member of the Executive Committee from two
consecutive meetings shall be cause for the removal of said member and appointment of a new
member to the Executive Committee.
(d) Vacancies on the Executive Committee shall be filled as provided in the bylaws.
(e) Alternate Directors may be members of the Executive Committee.
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ORIGINAL EXECUTION COUNTERPART
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ARTICLE 13
DELEGATION OF POWERS TO THE EXECUTIVE COMMITTEE
The Board may delegate any of its powers to the Executive Committee, except those
powers described in Articles 10(a), 10(b) and 10 (k).
ARTICLE 14
MEETINGS OF THE EXECUTIVE COMMITTEE
The meetings of the Executive Committee, if established by the Board of Directors, shall
be held and conducted as provided in the bylaws. The Executive Committee shall make periodic
reports to the Board of Directors, advising the Board of its decisions and activities.
ARTICLE 15
JOINT PROTECTION PROGRAM COVERAGE
The coverage of the Joint Protection Program provided by the Authority shall be
specified in the bylaws.
ARTICLE 16
ACCOUNTS, RECORDS AND AUDITS
(a) Annual Budget. The Authority shall annually adopt an operating budget, pursuant
to Article 10 (h) of this agreement.
(b) Funds and accounts. The Treasurer of the Authority shall be the custodian of the
property and money of the Authority and shall establish and maintain such funds and accounts as
required by the Board and as required by good accounting practice. The Treasurer shall file an
official bond in an amount to be fixed by the Board of Directors, unless otherwise fixed by the
Properties. Books and records of the Authority in the hands of the Treasurer shall be open to any
inspection at all reasonable times by authorized representatives of Properties and as otherwise
required by law.
(c) Treasurer's Report. The Treasurer shall make the reports required by law, and
within 120 days after the close of each fiscal year, the Treasurer shall give a complete written
report of all financial activities for such fiscal year to the Board and to each Property.
(d) Financial Audit. The Board shall cause an annual financial audit to be made with
respect to all receipts, disbursements, or other transactions by a Certified Public Accountant. A
report of such financial audit shall be filed as a public record with each of the Properties. Such
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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 Properties in the same manner as all other
administrative costs.
(e) Claims Audit. The Board shall cause a periodic audit of Claims, as deemed
necessary. All costs of such Claims audit shall be paid by the Authority and shall be charged
against the Properties in the same manner as all other administrative costs.
ARTICLE 17
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. All of the funds of the Authority
may be invested in common and each program year shall be accounted for separately on a full
accrual basis.
The Treasurer shall receive, invest and disburse funds in accordance with the procedures
established by the Board and bylaws and in conformity with applicable law.
ARTICLE 18
DEPOSIT
The Deposit for each Property shall be calculated and paid as stated in the bylaws.
ARTICLE 19
RETROSPECTIVE ADJUSTMENTS
Retrospective Adjustments to each year's Deposit shall be calculated and paid as stated in
the bylaws.
ARTICLE 20
NEW MEMBERS
After the effective date of the initial Joint Protection Program is established by the
Authority, additional Properties shall not be permitted to enter the Authority during the first year
of operation, except that upon the three-fourths vote of the entire Board of Directors, the Board
may establish a second entry date by which additional Properties may be permitted to enter the
Authority upon execution of this agreement, the payment of the Deposit, as provided in this
Article, and such other terms and conditions as the Board of Directors may deem necessary.
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ORIGINAL EXECUTION COUNTERPART
1 Following the first year of operation, the Authority shall allow entry into the Joint Protection
2 Program of new Properties approved by the Board, at such times as approved by the Board.
3 Properties entering under this Article will be required to pay their share of organizational
4 expenses as determined by the Board, including expenses necessary to analyze their loss data and
5 determine their Deposits.
7 During the Authority's first year, Properties may join the Joint Protection Program
8 offered by the Authority after it has been established by:
10 (a) Executing this agreement before the effective date of the initial Joint Protection
11 Program, and
12
13 (b) Paying to the Authority a non-refundable deposit equal to the Property's first
14 year's estimated Deposit or $25,000, whichever is less, before the effective date of the initial
15 Joint Protection Program.
16
17 The non-refundable deposit will be used to fund the entity's estimated Deposit if the
18 entity becomes a participant in the Joint Protection Program.
19
20 ARTICLE 21
21 WITHDRAWAL
22
23 (a) A Property may withdraw as a parry to this agreement any time prior to its
24 consenting in writing to enter the Joint Protection Program.
25
26 (b) A Property whose actual Deposit exceeds one hundred ten percent (110 %) of its
27 estimated Deposit may withdraw as a party to this agreement prior to the effective date of the
28 Joint Protection Program.
29
30 (c) A Property which enters the Joint Protection Program may not withdraw as a
31 party to this agreement for a three-year period commencing on the effective date of the Joint
32 Protection Program, or commencing on the date of entry into the Joint Protection Program, or
33 commencing on the date of entry into the Joint Protection Program for those Properties executing
34 this agreement after the effective date of the initial Joint Protection Program.
35
36 (d) After the initial three-year noncancellable commitment to the Joint Protection
37 Program, a Property may withdraw only at the end of any fiscal year, provided it has given the
38 Authority a six-month written notice of its intent to withdraw from this agreement and the Joint
39 Protection Program and a ninety (90) day final notice of intent of withdrawal from the Joint
40 Protection Program of this agreement.
41
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ORIGINAL EXECUTION COUNTERPART
1 ARTICLE 22
2 CANCELLATION
4 Notwithstanding the provisions of Article 21, the Authority shall have the right to cancel
5 any Property's participation in a Joint Protection Program upon a two-thirds vote of the entire
6 Board of Directors. Any canceled Property shall be given a ninety day notice before such
7 cancellation becomes effective, unless such cancellation is for non-payment of a Contribution,
8 then ten days written notice applies.
10 ARTICLE 23
11 EFFECT OF WITHDRAWAL
12
13 (a) The withdrawal of any Property from this agreement shall not terminate this
14 agreement and a Property by withdrawing shall not be entitled to payment or return of any
15 Contribution, consideration or property paid, or donated by the Property to the Authority, or to
16 any distribution of assets, except as provided in this Article and in Article 24 (c).
17
18 (b) The withdrawal or cancellation of any Property after the effective date of the Joint
19 Protection Program shall not terminate its responsibility for Contributions to any fund or
20 insurance
21 program created by the Authority until all Claims, or other unpaid liabilities, occurring or
22 accruing during the period the Property was a party to this agreement have been finally resolved
23 and a determination of the final amount of payments due by the Property or credits to the Property
24 for that period has been made by the Board of Directors. In connection with its determination, the
25 Board may exercise similar powers to those provided for in Article 24 (b) of this agreement.
26
27
ARTICLE 24
28 TERMINATION AND DISTRIBUTION
29
30 (a) This agreement may be terminated at any time during the first three (3)
31 noncancellable years by the written consent of all Properties and thereafter by the consent of
32 three-fourths of the Properties; provided, however, that this agreement and the Authority shall
33 continue to exist for the purpose of the disposition of all Claims, distribution of assets and all
34 other functions necessary to wind up the affairs of the Authority.
35
36 (b) The Board of Directors is vested with all powers of the Authority for the purpose
37 of winding up and dissolving the business affairs of the Authority. These powers shall include
38 the power to require Properties, including those which were a party at the time the Claim arose or
39 was incurred, to pay their share of any additional amount of Contribution in accordance with loss
40 allocation formulas for the final disposition of all claims and losses covered by the Joint
41 Protection Program pursuant to this agreement. A Property's share of such additional
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ORIGINAL EXECUTION COUNTERPART
1 Contribution shall be determined on the same basis as that provided for Retrospective
2 Adjustment.
4 (c) Upon termination of this agreement all assets of the Authority shall be distributed
5 only among the Properties, including any of those Properties which previously withdrew
6 pursuant to Article 21(d) or were canceled pursuant to Article 22 of this agreement, in
7 accordance with and proportionate to their Contributions (including cash contributions and
8 property at market value when received) in excess of the total amount of Retrospective
9 Adjustments made during the term of this agreement. The Board of Directors shall determine
10 such distribution within six months after disposal of the last pending Claim or loss covered by
11 the Joint Protection Program pursuant to this agreement.
12
13
ARTICLE 25
14 PROVISION FOR BY-LAWS
15
16 At the first meeting of the Board of Directors, the Board shall adopt Authority bylaws to
17 govern the day-to-day operations of the Authority. Each Property shall receive a copy of any
18 bylaws adopted under this Article.
19
20
ARTICLE 26
21 LIABILITY AND INDEMNIFICATION
22
23 Pursuant to Government Code Section 6508. 1, the debts, liabilities and obligations of the
24 Authority shall not constitute debts, liabilities or obligation of any Property. Each Property is
25 independent of every other Property and of the Authority and not the agent of any Property or of
26 the Authority. In contemplation of the provisions of Section 895.2 of the California Government
27 Code, imposing certain tort liability jointly upon public entities, solely by reason of a joint
28 powers agreement as defined in Section 895 of that code, each Property, as between each other,
29 pursuant to the authorization contained in Section 895.4 and 895.6 of that code, does hereby
30 assume the full liability imposed upon it, or any of its officers, agents, or employees by law for
31 injury caused by a negligent or wrongful act or omission occurring in the performance of this
32 agreement, to the same extent that such liability would be imposed in the absence of Section
33 895.2 of the California Government Code. To achieve the above -stated purpose, each Property
34 shall indemnify and hold harmless each other Property for any loss, costs, or expense that may be
35 imposed upon such other Property solely by virtue of Section 895.2. The provisions of Section
36 2778 of the California Civil Code are made a part of this agreement as if set forth fully in this
37 agreement.
38
39
40
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ORIGINAL EXECUTION COUNTERPART
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ARTICLE 27
NOTICES
Notices to Properties hereunder shall be sufficient if delivered to the principal office of
the respective Property. Notices to the Authority shall be sufficient if mailed to the address
currently contained in the bylaws.
ARTICLE 28
AMENDMENT
This agreement may be amended at any time upon the three-fourths vote of all the
Properties.
ARTICLE 29
PROHIBITION AGAINST ASSIGNMENT
No Property may assign any right, claim or interest it may have under this agreement, and
no creditor, assignee or third party beneficiary of any Property shall have any right, claim or title
to any part, share, interest, fund, premium or asset of the Authority.
ARTICLE 30
AGREEMENT COMPLETE
The foregoing constitutes the full and complete agreement of the Properties. There are
no oral understandings or agreements not set forth in writing herein.
IN WITNESS WHEREOF, the Properties have first executed this agreement by
authorized officials thereof on the dates indicated below.
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ORIGINAL EXECUTION COUNTERPART
RESOLUTION NO. 2011-191
A RESOLUTION OF THE LODI CITY COUNCIL APPROVING
AMENDED JOINT POWERS AGREEMENT FORMING THE
CALIFORNIA TRANSIT SYSTEMS JOINT POWERS AUTHORITY
WHEREAS, in 1990, the City of Lodi entered into an agreement that provided for
membership in the California Transit Systems Joint Powers Insurance Authority (hereinafter
CaITIP) for the purpose of jointly funding tort liabilities and other losses and providing risk
management services to reduce such losses; and
WHEREAS, CaITIP has provided the City of Lodi coverage for such liabilities, including
losses to Transit vehicles, at stable and overall cost-effective pricing; and
WHEREAS, the Lodi City Council finds it in the best interest of the City of Lodi to
continue its participation in CaITIP and obtain liability coverage and risk management services
from CaITIP; and
WHEREAS, the joint powers agreement of CaITIP has retained its original form as
drafted in 1987, and there have been changes in laws and the operation of CaITIP since that
time; and
WHEREAS, the City Council recognizes these changes and the need to amend the
CaITIP Joint Powers Agreement to enable CaITIP to benefit from the changes in laws, adapt to
changes in the environment that CaITIP operates, and to benefit from the developments in
managerial and operational techniques of the joint powers authority for the purpose of jointly
funding tort liabilities and other losses facing the partiesto the agreement in the future.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby approve
the amended Joint Powers Agreement forming the California Transit Systems Joint Powers
Authority; and
BE IT FURTHER RESOLVED that the City Council does hereby authorize the
City Manager to execute the amended Joint Powers Agreement.
Dated: December21, 2011
hereby certify that Resolution No. 2011-191 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held December21, 2011, by the following vote:
AYES: COUNCIL MEMBERS — Hansen, Katzakian, Nakanishi, and Mayor Mounce
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS —Johnson
ABSTAIN: COUNCIL MEMBERS — None
City Clerk
2011-191