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HomeMy WebLinkAboutResolutions - No. 86-38RESOLUTION NO. 86-38 A RESOLUTION AUTHORIZING N1M3ERSHIP IN THE CALIFORNIA JOINT POWERS INSURANCE AUTHORITY Resolved: The City Council of the City of Lodi authorize the Mayor and City Clerk to execute the Joint Powers Agreement creating the California Joint Powers Insurance Authority (CJPIA). A copy of that agreement is attached hereto, identified as Exhibit A, and thereby made a part hereof. Further Resolved: Effective 12:01 a.m. Wednesday, March 5, 1986, the City will participate in insurance layers outlined as: Layer A $ 250,000 excess of $ 250,000 SIR per occurrence Layer B $ 500,000 excess of $ 500,000 per occurrence Layer C $4,000,000 excess of $1,000,000 per occurrence Layer D $5,000,000 excess of $5,000,000 per occurrence Further Resolved: The City Manager is authorized and directed to implement administrative procedures necessary to the operation of this program. Dated: March 5, 1986 I hereby certify that Resolution No.86-38 was passed and adopted by the City Council of the City of Lodi in a regular meeting held March 5, 1986 by the following vote: Ayes: Council Members - Olson, Pinkerton, Reid, Snider, and Hinchman (Mayor) Noes: Council Members - None Absent: Council Members - None Alice M. Reimche City Clerk 86-38 i `i 3 JOINT POWERS AGREEMENT CREATING THZ CAL%rolwZ& JOINTyowmaE St1/t muc sAtlTMOMTY JOINT POWERS AGREEMENT TABLE OF CONTENTS ARTICLE I CREATION OF THE CALIFORNIA JOINT POWERS INSURANCE AUTHORITY T ARTICLX II PURPOGNA 2 ARTICLE III DEFINITIONS 3 ARTICLE IV PARTIES TO AGREEMENT S ARTICLE V TERMS OF AGREEMENT S ARTICLE VI POWERS OF THE AUTHORITY 6 ARTICLE VII MEMBER ENTITY RESPONSIBILITIES 6 ARTICLE VIII BOARD OF DIRECTORS 7 ARTICLE IX MEETINGS AND RECORDS 9 ARTICLE X OFFICERS t EMPLOYEES 10 ARTICLE XI FISCAL YEAR 11 ARTICLE XII BUDGET 12 ARTICLE XIII ANNUAL AUDIT AND AUDIT REPORTS 12 ARTICLE XIV ESTABLISHMENT AND ADMINISTRATION OF FUNDS 12 ARTICLE XV DEPOSIT PREMIUMS 13 ARTICLE XVI RETROSPECTIVE PREMIUM ADJUSTMENTS 13 ARTICLE XVII POOLED COVERAGE PROGRA.MS 14 ARTICLE XVIII NEW MEMBERS 14 ARTICLE XIX WITHDRAWAL 15 ARTICLE XX EXPULSION 16 ARTICLE XXI EFFECT OF WITHDRAWAL OR EXPULSION 16 ARTICLE XXII TERMINATION AND DISTRIBUTION 16 ARTICLE XXIII NOTICES 17 ARTICLE XXIV PROHIBITION AGAINST ASSIGNMENT 18 ARTICLE XXV AMENDMENTS 18 ARTICLE XXVI SEVERABILITY 18 ARTICLE XXVII AGREEMENT COMPLETE 18 CALIFORNIA JOINT POWERS INSURANCE AUTHORITY JOINT POWERS AGREEMENT This Agreement is made by and among the undersigned public entities, all of which are public entities generally organised and operating under the Uva of the State of California or public entities specifically organised and operating under section 6507 of the California Government Code and related provisions of law which authorise the creation and operation of governmental joint powers authorities under California Law. RECITALS I. The following state laws, among others, authorise the Member entities to anter into this agreeaant& A. Labor Coda Section 3700(b) allowing a local public entity to fund its own workers' compensation claims, Be Government Code Sections 989 and 990, and Education Code Section 15802, permitting a local public entity to insure itself against liability and other losses: C. Government Code Section 990.4 permitting a local public entity to provide insurance and salt -insurance in any desired combination, D. Government Coda Sections 990.8 permitting two or more local public entities to enter into an agreement to jointly fund such expenditures under the authority of Government Code Sections 6500 - 65151 cad E. Government Codi Section 6500 - 6515 permitting two or more local public entities to jointly exercise under an agreement any power which is ,:oam,on to each of theca. II. Each of the parties to this Agreement desires to join together with the other parties for the purposes of, .� A. Developing effective risk management programs to reduce the amount and frequency of their losses D. Pooling their self -.insured lassoes and C. Jointly purchasing excess insurance end administrative 4ervices in connection with any of the Pooled Coverage Programs for aai4 pasties. 111. The governing board of each undersigned public entity has determined that it is in its own best interest and in the public interest that this present Agreement be executed and that it shall participate as a sember of the public entity created by this Agreement. s Vow, therefore, the undersigned, by, between and among themselves, in consideration of the mutual benefits, promises and agreements set forth below, '•ereby agree as follows: ' AGRS UMM ARTICLE I CREATION OF THE CALIFORNIA JOINT POWERS INSURANCE AUTHORITY Pursuant to Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing vith Section'6500)* the parties hereto hereby create a public agency, separate and apart from the parties hereto, to be known as the California Joint Powers Insurance Authority, hereinafter called the Authority. r- PURPOSES This Agreement is entered into by Member Entities pursuant to the provisions of California Government Code Section 990, 990.4, 990.8, and 6500 at seq. in order tos A. Develop effective risk management programs to reduce the amount and frequency of their loosest s. To share the risk of salt -insured loosest and C. Jointly purchase excess insurance and administrative and othpx services sncluding, but not limited tot claims adjusting, data processing, risk management, loss prevention and legal services in connection with any of the Pooled Coverage Programs for said parties. These purposes shall be accomplished through the exorcise of the powers of the Member Entities jointly in the creation and operation of the Authority. St is also the purpose of this Agreement to provide, to the "teat permitted by law, for the inclusion at a subsequent date of such additional public entities organised and existing under the Constitution or laws of the tate of California as may desire to become parties to this Agreement and mes►bers of the Authority, subject to ARTICLE XVIII. it is also the purpose of this Agreement to Provide for the removal of Mambar Entities for cause, or upon request. ARTICLE III DEFINITIONS Unless the context otherwise requires the following terms shall be defined as herein stateds A. "Adjusted Deposit Premium" shall mean the amount determined retrospectively by the Board as each Member Entity's share of losses, reserves, expenses and interest income for each Program Year of each Program of the 'N.uthority J B. 'Authority' shall mean the California Joint Powers Insurance kuthority created by this Agreement; �i C. "Board" or "Board of Directors" shall mean the governing body of the Authority] D. "Charter lsembers" shall mean those Number Zntities executing this %greament on or before January 31, 19861 Z. "Claims" shall mean demands made against ths��Xembsr Entities or tbsi Authority arising out of occurrences which are within the Authority's pooled coverages as determined by the Board; r. "Covered Loss" shall mean any loss resulting from a claim or claims against a Member tntity or the Authority which is is &moans of itis respective self-insured retention, and is pooled by the Authority) G. "Deposit premium" shall mean the estimated amount determined by the sosrd for each Member Zntity necessary to fund each Program Year of each 2gram of the Authority; H. "Excess Insurance" shall mean that insurance purchased by the Authority to cover losses in excess of the Authority's pools: I. "Incurred Loss" shall mean the sum of monies paid and reserved by the Authority to investigate, defend and satisfy a Covered Loss sustained by a Member Entity or the Authority] J. "Associate Members" shall be those Member Entities executing this Agreement after January 31, 1986; x. "member Entity" shall mean any of the public entities which are a party to this Agreement; L. "Program Year` shall mean a period of time determined by the Hoard, usually 12 months, into which each Program shall be segregated for ease is -itermining Deposit Premiums, Incurred Losses, Adjusted Deposit Premiums and Ratrospective Premium Adjustments; N. "Pooled Coverage Programs" shall include but not be limited to property, workers' compensation, and liability coverages as may be determined by the board from time to timet and No 'Retrospective Premium Adjustment• shall sears the amount necessary to periodically adjust the Deposit Premium, to reflect the estimated Changes in each Member Entity's share of losses, reserves, e3CVenses and interest income for each Policy Year of Each Program of the Authority. ARTICLE IV PARTIES TO AGREEMENT Mach party to this Agreement certifies that it intends to, and doss contract with, all other parties who are signatories of this Agresaosnt sA# is addition, with such other parties as spay later be added as parties to, &ad -ignatories of, this Agreement pursuant to ARTICLE XVIII. Each party to this Agreement also certifies that the deletion of any party from this Agreement, pursuant to ARTICLE XIX or XX, shall not affect this Agreement nor 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 as of the date hereof and shall continue in full force until terminated in accordance with ARTICLE XXII. ARTICI.S VI POWERS OF THE AUTHORITY The Authority is authorized, in its own name• to do all acts necessary to fulfill the pwrposes of this Agreement referred to in ARTICLi II including* but not. United to each of the fallowing I A. slake and enter into contsactsl Tt s. Incur debts, liabilities and obligations but'no debt, liability or obligation of the Authority is a debt, liability or obligation of any entity which is a party to this Agreement, *=apt as otherwise provided by ARTICLXS XXI and XXIIi C. Acquire, hold or dispose of real and personal propertys D. Receive contributions and donations of property, funds, services and other forms of assistance from any sourced , E. Sue and be sued in its own nasi . r. Z:mploy agents and employessl G. Acquire, construct, mange and maintain buildingsr S. Lease real or personal property including that of a Member tatityj and I. Receive, collect, invest and disburse morias: These powers shall be exercised in the manner provided by applicable law and as expressly Bet forth in this Agreement. ARTICLE VII MEMBER ENTITY RESPONSIBILITIES The Member Entities shall have the following responsibilitess A. To cooperate fully with the Authority in determining the cause of losses and in the settlement of claims, as defined in the coverage agreements B. To pay Deposit Premiums, and any adjustments thereto, promptly to `tea Authority when due; c. To provide the Authority with such statistical and loss experience data and other information as may be necessary for the Authority to carry oast' the purposes of this Agreemento and D. To cooperate with and assist the Authority and any insurer, claim adjuster or legal counsel retained by the Authority, in all matters relating to this Agreement and to comply with the Bylaws and all Policies and Procedures adopted by the Board. ARTICLE VISI BOARD OF DIRECTORS There shall be a Board of Directors to govern the affairs of the • %thority. Until February 1, 1966, the Board of Directors of the California Association of Joint Powers Authorities shall serve as the Authority's Board. Thereafter, the number of Directors shall be three more than the number of Charter Mambars.and shall be elected as specified in this ARTICLH. BOARD OF DIRECTORS -POWERS The powers of the Board shall be all of the powers of the Authority not specifically reserved to the Member Entities by this Agreement. The Member Entities hereby retain the following powerss A. The election of the Board of Directors as specified in this ARTICLE? B. The expulsion of Member Entities as specified in ARTICLi XXI C. Approval of amendments to this Agreement as specified in ARTICLZ XXV and D. The rejection of Member Entities from participation is layers of ,filed coverages as specified in ARTICLES XVZI and XVIII. BOARD OF DIRECTORS-APPOINTMENTS/ELECTIONS The -Board of Directors stall be appointed or elected in the following manners A. Each Charter Member shall appoint one direatbr to the board of Directors. An alternate director may also be appointed, and if so appointed, shall have all of the powers of the director in the absence of the direaser. a. The remaining vacancies on the Board of Directors shall be tilled by the Associate Members in the following manners 1. Each Associate Member may place a represeatative in nomination for the board. 2. Each Associate Member shall oast its weighted vote for the ndidate of its choice. The weighted vote shall be determiiaed by giving one vat: per million dollars of workers' Compensation payroll for the program Year Just ended, rounded up to the next higher million dollars. 3. The three candidates receivinq the most votes shall be elected for two year terms. No Member Entity shall have more than one representative on the Board of Directors. The unexcused absence, as determined by the Board, of any director representing the Associate Members from two consecutive meetings of the Board r- shall be cause for removal of said Director and such removal shall create a vacancy on the Board. The Board shall have the power to fill, until the next meeting of the ember Entities, any vacancies that occur within the Directors representing the. Assoicate Members. ARTICLE IX MEETINGS AND RECORDS Member Meeting's The Member Entities shall hold at least one regular meeting each year, at which time the Associate Members shall elect the appropriate number of now board Members as specified in ARTICLE VIII. Absentee ballots shall be an acceptable form of voting for Board Members.' The Board shall fix the date, hour and place at which each regular meeting is to be held and the Board President shall preside at all meetings of the Member entities. apeoial meetings may also be called upon written request by the president or at least one-third of the Mambar Entities. Notice of special meetings shall be delivered personally or by mail to each Member Entity at least 7 days before to time of such meeting. Board Meetings The Board.shall hold at least one regular meeting, each year. The Board shall fix the data, hour and place at which each regular meeting is to be held. The General Manager/Secretary may request special meetings as needs dictate. Special meetings may also be called upon written request by, the President or 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 24 hours before the time of such meeting. Each meeting of the Member Entities and the Board, including, without limitation, regular, adjourned regular and special meetings, shall be called, oticed, held and conducted in accordance with the Ralph M. Brown Act (Section 54950 at. seq. of the Government Cods). The General Manager/Secrstary shall keep or have kept minutes of all �agular, adjourned regular. and special meanings Of the Member Eatities said the Board. As soon as possible atter each meetings he shall have a copy of the minutes forwarded to each member of the Board and to each Member entity. As soon as practicable after the first meeting the Board, and within 01 erne first twelve months of the Authority's existence, tiii Board shall cause bylaws and Administrative Policies and procedures Manual to be developed, which are not inconsistent either with applicable law or with this Agreement, to govern the day-to-day operations of the Authority. Each Board member and each Member Entity shall receive a copy of any Bylaws and Administrative Policies and Procedures Manual developed under this AATICI.S. Thereafter, the Board may adopt additional Bylaws and Administrative Policies and Procedures o'r change ax"tinq ones so long as they shall be and remain consistent with both ?plicabla law and with this Agreement. The General Manager/Secretary shall promptly sand to each Board member and to each Member Entity each Bylaw amandmant and Administrative Policy and Procedure change promptly after its adoption by the Board. No business may be transacted by the Board or the Member Entities without a quorum of their respective members being present. A quorum shall consist of a majority of their respective members. A majority of the members present must vote in favor of a motion to approve it, except as otherwise provided in this Agreement. The Board and the Member Entities shall conduct their business in accordance with Roberts Rules of Order. ARTICLE Y OFFICERS i EMPLOYEES The Officers of the Authority shall be the President, Vice President, General Manager/Secretary, Treasurer and Auditor/Controller. The President and Vice -President shall be elected by the Board from among its own members at its rat meeting. The term of office for President and Vice president shall be two years. The President and vice President shall assume the duties of their offices upon election. 'if either the President or Vice-Prasident ceases to be a member of the Board, the resulting vacancy shall be tilled at the next zeqular meeting of the Board held atter the vacancy occurs. The General Manager shall be the secretary and Chief Administrative officer of the Authority. The board shall appoint the General Manager/ Secretary, the Treasurer, and the Auditor/Controller. However, the person. appointed as Auditor/Controller may not be the acme person that is appointed as the General Manager/secretary or as the Treasurer. Their responsibilities and duties shall be as defined in the Bylaws and as assigned by the Board. The board s►ay appoint such other officers and employees and may contract with such -sons or firms as it considers necessary to carry out the purposes of this Agreement. Any Member Entity which agrees to have an employee or other representative assigned duties pursuant to this ARTICLE may be reimbursed by the Authority for that individual's time or services rendered on behalf of the Authority, at the discretion of the Board. Any loss or liability arising out of the activities of such employee or other reprEsentative while carrying out the assigned duties shall be the responsibility of the Authority. ARTICLE ACI FISCAL YEAR The first Fiscal Year of the Authority shall be the period from the date r" this Agreement through June 30, 1987 and subsequent Fiscal Years of the Authority shall end on June 30 of each succeeding year. ARTICLE XIS BUDGET The Board shall adopt an annual budget not lat64. than 90 days prior to the beginning of each Fiscal Year. ARTICLE XIII Y ANNUAL AUDITS AND AUDIT REPORTS Financial Audit The Auditor/Controller shall cause an annual financial audit to be made vlsh respeee to all receLpts, "abwrseesnrs# ashes ssansaetions and sesrkea into the books by a Certified Public Accountant, and a report of such financial audit shall be tiled as a public record with each of the Member Entities. •tiah ` sport shall be tiled 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 Entities in the same manner as all other administrative costs. Claims Audit The Hoard of Directors shall cause an annual claims audit to be made on each of the Member Entities' claims prior to the annual retrospective calculations for retrospective premium adjustments, and a report of such claims audit shall be filed as a public record with each of the Member Entities. All costs of such claims audit shall be paid by the Authority. 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 ,_,xovisions of law relating to the subject, particularly Section 6505 of the California Government Code. All of the funds of the Authority may be hold in common mad each Progras Year of each Pooled Coverage Program shall be accounted for separately on a full accrual basis. The Treasurer shall receive, invut, and disburse funds only in accordance with the procedures established by the Board and in conformity with applicable law. ARTICLE XV OEPOSIT PREMIUXB The Oaposit Premium for each Member tntity shall be in the same ratio as hat rntity's Payrolls bear to the total Payrolls of all satities participating In the same layer of each Program in each Program Year. The Deposit Premiums shall be billed to the Member Entities 30 days prior to the inception of coverage, shall be due and payable at the inception of coverage and subject to penalties and interest if not paid within 30 days thereafter. The Board shall have the authority to subsequently increase the Deposit Premiums prior to the first Retrospective Premium Adjustment if, in its opinion, it should become necessary. ARTICLE XVI RETROSPECTIti'I: PREKIUM ADJUSTMENTS Retrospective Premium Adjustments shall be calculated at the conclusion if each Program Year and annually thereafter until all applicable claims ore ~finalized. l Retrospective premium Adjustments for each Program shall be made as scified in the Bylaws. ARTICLE XVII POOLED COVERAGE PROGRAMS The pooled coverage for each Program shall be as specified in the 3ylaws. Each Member Entity shall have the ability to determine which Programs usd which layers within these Pragrsms It will participate in from year to year except when rejected by one third or more of the Member Zntitien participating Wrinq the previous year in any layer of any Program in which the Meod"s Natlty •ishes to initiate participation and except as prohibited by ARTICL3 XIX. Said ieterminations shall be exercised and communicated in writing to the'Authority ' six months prior to the inception of each Program's Policy Year. ARTICLIC XVIII NEW MEMBERS Prospective members may apply for participation in any of the Authority's Programs at any time. The Board shall review all new -a-bar applications and determine which entities shall be accepted for participation in each layer of each of the . Authority's Programs, except when rejected by one third or more of the Member entities in any layer of any Program in which the prospective member applies to participate. Entities entering under this Article shall be required to pay their share of organizational expenses as determined by the Board,, including those -:assary to analyze their loan data and determine their premiums. Deposit Premiums for entities entering any Program at other than the 1_._,oginninq of the Authority's Program Year, shall be prorated for the remainder .of the Program Year. ARTICLE XIX WITHDRAWAL A. Any Member Entity which eaters any layer of any Pooled Coverage Program shall not withdraw from that layer for a three-year period commanding with its entrance into said Program. B. A member Entity which enters any Pooled Coverage Program shall not withdraw from that Program or as a party to this Agreement or the Authority for e three-year period commencing with its entrance into said Program. C. Atter the initial three-year nondanoellsble con"tment to any layer f a Program, a member Entity may withdraw from said layer only at the and of said Program's Program Year, provided it has given the Authority a six -south written notice of its intent to withdraw from said layer. A Member entity may withdraw from a.Program only upon its withdrawal from all of the layers of that Program. A Member Entity may withdraw as a party to this Agreement or the Authority only upon its withdrawal from all of the Authority's Programs. D. Any Member Entity which withdraws as a participant of any Prograst pursuant to Section C. of this ARTICLE shall not be reconsidered for participation in said Program until the expiration of three years from the Member Entity's withdrawal. c ARTICLE XX EXPULSION The Authority may expel any Member Entity as a participant in any program or as a Member of the Authority by a tyro -thirds vote of the aeaber Entitlea, but.only for material breaches of this Agreemente ARTICLE XXI EFFECT Or WITHDRAWAL OR =XPULSION The withdrawal or expulsion of any Member Entity after the inception of its participation in any Program shall not terminate its responsibility to$ A. To cooperate fully with the Authority in determining the cause of losses and in the settlement of claims, as defined in the coverage ai seneats A . To Pay any Deposit srenium Lnoreases sot Ret.arespeaaive Prealua • djustments determined by the Board to be due and payable for each Prograaa Year of each Program in which it participated] C. To provide the Authority with such statistical and loss euparieace data and other information as may be necessary for the Authority to carry out the purposes of this Agreement) and D. To cooperate with and assist the Authority aiid any insurer, claims adjuster or legal counsel retained by the Authority, in all mattera relating to this Agreement. r - ARTICLE XXII TERMINATION AND DISTRIBUTION This Agreement may be terminated any time during the first three •oncancellable years by the written consent of all Member Entities, and thereafter by the written consent of three-fourths of the Member Entitiesl provided, however, that this Agreement and the Authority shall continue to exist for the purpose of disposing of all claims, distribution of &seats and ,all other functions necessary to wind up the affairs of the Authority. Upon termination of this Agreement, all assets of the Authority shall ba distributed only among the parties that have been participants in its programs, including any of those parties which previously withdraw pursuant to AA 1== XIX and XX of this Agreement, in accordance with and proportloAate to their not premium payments made during the term of this Agreement. The Board shall determine such distribution within six months after the last pending claim or loss covered by this Agreement has been finally disposed of. The Board is vested with all powers of the Authority for the purpose of conclud.inq and dissolving the business affairs of the Authority. These powers shall include the power to require Member Entities, including those which were. Prograa participants at the time the claim arose or at the time the loss was recurred, to pay their share of any additional amount of premium deemed necessary by the Board for final disposition of all claims and losses covered by this Agreement.' ARTICLE XXIII NOTICES Notices to Member Entities under this Agreement shall be sufficient if mailed to their respective addresses on file with the Authority. Notices to the Authority shall be sufficient it mailed to the address of the Authority as contained in the Bylaws. i ARTICLE XXIV J PROHIBITION AGAINST ASSIGNMENT No Member Entity may assign any right, claim, or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary at any.rleaber Entity shall have any right, claim or title to any part# shsse# interest, fund, premium or asset of the Authority. 't ARTICLE XXV AMENDMENTS This Agreement may be amended by a two-thirds vote of the Member ZnUtiss of the Authority at any regular or special meeting of the Member entities, provided that any amendment is compatible with the purposes of this Agreement and has been submitted to the Member Entities at least 90 days in advance* any uch aswndment shall be effective immediately, unless otherwise designated. ARTICLE XXV1 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 unforcesble or ineffectual, the validity of the remaining portions, terms, condition and provisions shall not be affected thereby. ARTICLE XXVII AGREE ENT COMPLETE The foregoing constitutes the .'all and complete Agreement of the parties. There are no oral understandings or agreements no set forth in writing herein. IN WITNESS WHEREOF, the parties hereto have executed this Joint Exercise of Powers Agreement by their duly authorized officers. CITY OF LODI ATTEST: 7 Zia City Clerk (Date) 19 ( ) • �"V �t— Mayor