HomeMy WebLinkAboutResolutions 89-282 N.C.S. 09/05/1989°~=~~ . Resolution NO. 89-282 N.C.S.
of the City of Petaluma, California
RESOLUTION APPROVING AMENDMENTS TO THE AGREEMENT
CREATING THE CALIFORNIA JOINT POWERS INSURANCE AUTHORITY
WHEREAS, this agency is a member entity of the California Joint
Powers Insurance Authority; and
WHEREAS, at the August 17, 1989 meeting of the California Joint
Powers Insurance Authority Board of Directors, the Board voted to
recommend to the member entities a series of amendments to the original
agreement (including changing the name of the Authority to the "California
Joint Powers Risk Management Authority") ; and
WHEREAS, a complete and true copy of the proposed JPA
Agreement amendments recommended by the Board, has been provided to
this member entity: and
WHEREAS, this member entity is in accord with the proposed
amendments, finds them compatible with the general purposes of the
Agreement, and finds that they should be adopted; now
THEREFORE, BE IT RESOLVED that this member entity hereby
approves and ratifies the actson taken by other member entities t~ make
such amendments effective, hereby adopts such amendments and authorizes
execution on behalf of this member entity of any further instrument
constituting an amendment of the Agreement, or the entire Agreement. as
amended or other appropriate form of instrument tendered for signature and
filing t~ make effective on July 1, 1990 the amendments hereby adopted.
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to
Council of the City of Petaluma at a (Regular) (.4~g~ad~~effil~ meeting-- rm
on the ..-.---S.tkl.-._.--.... day of ..............S.ePt.embex.....................-, 19.8.4-., by the
following vote:
ity At orney
AYES: Woolsey, Cavanagh, Balshaw, Davis, Vice Mayor Sobel, Mayor Hilligoss
NOES: 0
ABSENT: Tencer '')) ••~-~~
ATTEST : ................ .....~~N..... .........-............... ........---:...-... -------... ---................-... ..........!!d.~.......
City ~~~ Mayor
UT~ CBTY CLERK counci, F~,~ ..............................._...
CA 10-55 Res. No.....8.9'.2.~.2........ N.C.S.
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ADOPTED
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ARTICLE I
CREATION OF THE CALIFORNIA JOINT POWERS RISK MANAGEMENT
AUTHORITY 2
ARTICLE II
PURPOSES 2
ARTICLE III
DEFINITIONS 3
ARTICLE IV
PARTIES TO AGREEMENT 5
ARTICLE V
TERM OF P,GREEMENT 5
ARTICLE VI
POWERS OF~.THE AUTHORITY 6
ARTICLE VII
MEMBER ENTITY RESPONSIBILITIES 6
ARTICLE 'VIII
. BOARD OF .DIRECT.ORS 7
POWERS OF 'MEMBER ENTITIES 7
BOARD OF DIRECTORS -APPOINTMENTS 8
ARTICLE IX
COMMITTEES 8
ARTICLE X
EXECUTIVE COMMITTEE 8
EXECUTIVE COMMITTEE - POWERS 9
ARTICLE XI
MEETINGS- 9
BOARD OF `DIRECTORS MEETINGS 9
EXECUTIVE COMMITTEE MEETINGS 10
GENERAL 10
ARTICLE XII
'OFFICERS & EMPLOYEES 11
ARTICLE XIII
`.FTSCAL YEAR 12
ARTICLE XIV
.BUDGET 12
ARTICLE XU
ANNUAL AUDITS AND AUDIT REPORTS! I2
FINANCIAL AUDIT' ., 12
RISK MANAGEMENT AUDITS 13
ARTICLE XVI
'ESTABLISHMENT AND ADMINISTRATION OF FUNDS 13
ARTICLE XVII
CASH CONTRIBUTION 14
ARTICLE XVIII
CASH ASSESSMENT 14
ARTICLE XIX
POOLED COVERAGE PROGRAMS 15
ARTICLE' XX
NEW' MEMBERS 16
ARTICLE.XXI
WITHDRAWAL FROM.PROGRAP'I AND/OR CJPRMA 17
ARTICLE XXII
EXPULSION . 18
ARTICLE X'XIII
EFFECT DF WITHDRAWAL OR EXPULSION 18
ARTICLE:XXIV
TERMINATION AND 'DISTRIBUTION 19
ARTICLE XXV
NOTICES 20
ARTICLE XXVI
PROHIBITION~AGAINST ASSIGNMENT 20
ARTICLE XXVII
;AMENDMENTS 21
ARTICLE'XXVIII
SEUERABILITY 21
ARTLCLE XXIX
AGREEMENT COMPLETE 21
_~ _.
'' CALIFORNIA JOINT PbWERS RISK MANAGEMENT AUTHORITY
JOINT POWERS AGREEMENT
This Agreement is °made by and among. the undersigned public
entities., all of which are public entities generally organized and
operat=ing under the 1-aws of the State of California or public
entities specifically organized and operating under Section 650.7
of the California Government Code and related provisions of law
which authorize the creation and operation of governmental joint
powers authorities under California Law.
RECITALS
I. The following: state laws, among others, authorize the Member
.Entities to enter into this agreement:
A. Labor Code Section 3700 (b) allowing a local public entity
to fund its; own workers' compensation claims;
B. Government Code Sections 989 and 99'0, and Education Code
Section 15:802,, 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 self-insurance in any
desired, combination;
. D. Government. Code Section 990.8 permitt-ing two or more
local public entities to enter into an agreement to
jointly fund such expenditures under the authority of
Government Code Sections 6500 - 6515; and
E. Government Code Sections 6,500 - 6515. permitting two or
more local pubhicentities to jointly~exer-c'ise, under an
agreement, any power which is common to each of them.
II. The governing board of each- unde"rsigned public entity has
determined-that it is in its best interest and in the public
,,.interest that this present Agreement be executed and that it
JPA ,Agreement/Page "1
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`: shall participate as a member of the public entity created by
this Agreement.
NOW, THEREFORE,. the undersigned, by, between and among.
themselves, in consideration of the mutual benefits, promises and
agreements set forth below, hereby agree as follows:
ARTICLE I
CREATIOYd OF THE CALIFORNIA JOINT POWERS RISK MANAGEMENT
Pursuant to Article-1, Chapter 5, Division 7, Title 1 of the
Government Code of the 'State of California (commencing with Section
6500), the parties hereto 'hereby have created a public agency,
separate and apart from the parties hereto, .now to be known as the
California Joint Powers Risk Management.-Authority, hereinafter
called .the Authority. Thi's Agreement amends and supercedes the
Agreement filed with the Secretary of S"tate on April 21, 1986
entitled "Jo'int Powers Agreement Creating the- California Joint
Powers Insurance Authority".
ARTICLE II
PIIRPOSES
This amended Agreement is entered into by Member Entities
pursuant to the provisions of California Government-Code Sections
990, 99'0.4, 990.8, -and 650'0 et seq, in 'order to?:
A. Share the risk of covered losses'; and
JPA Agreement/Page 2
B. Jointly ,purchase excess insurance and administrative and
other services as determined by the Board of Directors;
and
C. Assist the Member Entities to develop and maintain.. risk
management programs to reduce the severity and frequency
of their losses.
ARTICLE III
DEFIYdITIOPTB
Unless the context otherwise requires the following terms
shall be defined as herein stated:
A. "Authority" shall mean the California Joint Powers Risk
Management Authority created by this Agreement;
B. "Board" or "Board of Directors" shall mean the governing
.:body of the Authority composed of one representative of each
Member Entity;
C.. "Cash-Assessment" shall mean an amount determined by the
Board of Directors„ to be paid by each Member Entity as
necessary to meet the Authority's obligations.
D. "Cash Contribution" shall mean the annual dollar amount
determined by 'the Board of Directors which is payable by each
Member Entity as its established share of the funding required
to cover the financial obligations of each Pooled Coverage
Program in which the Member Entity participates;
E. "'Certifcat.e o,f Coverage fo.r Additional Covered Party"
shall be the' document issued by the Authority to third parties
specifying the type and amount of pooled coverage provided to
the Member Entity by the Authority 'and extended to the named
third party for the specified purpose;
F. "Claims" shall mean. demands made against the Member
Entities or the Authority arising out of occurrences. which
may be within the Authority's pooled coverage programs;
JPA Agreement/Page 3
-.,
G. ".Covered Loss," shall mean any loss resulting from a claim
or claims against a Member Entity or the Authority which.is
in excess of the Member Entity'-s respective self-funded
r,etenti'on, and is covered by any .Memorandum of Coverage issued
by the Authority or any purchased coverage programs and shall
include loss payments, defense costs and other charges
directly attributable to the resolution of the matter
including defense costs incurred by the Authority;
H. ".Excess Insurance" shall mean that commercial insurance
purchased by the Authority to cover losses in excess of the
Authority's pooled 'limits and/or each Member Entity's self-
funded retention;.
I. "Executive Committee" shall mean that body composed of
the President,. Vice-President and five-.additional members of
the Board .of Directors elected in accordance with the Bylaws
of the Authority;
J. "Incurred Loss" shall mean the sum of monies paid or
reserved by the Authority to investigate, defend and satisfy
a Covered Loss sustained by a Member Entity or the Authority;
K. "Member .Entity" shall mean each of the public entities
which is a party to t-his Agreement;
L. "Memorandum of Coverage" shah be the document issued by
the Authority to Member Entities specifying the type, amount
and conditions of pooled coverage provided to each participant
by the Authority;
M. "Pooled Coverage Programs" shall consist of coverages
provided directly by the Authority pursuant to a Memorandum
of Coverage and/or provided by a purchased coverage program.
These may incllude but not be limited to property, workers'
compensation, and liability coverages as may be Betermined by
the Board;
N. "Program Year" shall mean a period of time determined by
the Board', usually, l2 months, into which each Pooled.Coverage
Program shall. be segregated for .purposes of accounting and
JPA Agreement/Page 4
record keeping.;
O. "Purchased Coverage Program" shall mean any transfer of
risk by the Authority through. the purchase of commercial
.excess insurance, participation in a Joint Powers Authority,.
risk retention group or similar mechanism;
P. "Self Funded :Retention" shall mean the amount of a claim
which the Member Entity must incur or become liable for before
the Authority, or. any applicable purchased coverage program
is obligated to pay.
ARTICLE I9
PARTIES TO AGREEMENT
Each party to this Agreement certifies that it intends to, and
.does contract with„ all other parties who are. .signatories of this
Agreement and, in addition, with such other parties as may later
be added as parties to, and signatories of, this Agreement pursuant
to ARTICLE XX. Each party to this Agreement also certifies that
the deletion of any party from this Agreement, pursuant to ARTICLE
XXI or XXII, shall :not affect this Agreement nor the remaining
parties' intent to contract as described above with the other
parties to the Agreement then remaining. Each party to this
Agreement must, at all times, particpate~in the Automobile/General
Liability Program as defined in Article X of the Bylaws.
ARTICLE O
.TERM OF .AGREEMENT
This 'Agreement shall becom
adoption. and shall continue in
.accordance with ARTICLE XXIV.
e effective as of the date of
full .force until. terminated in
JPA Agreement/Page 5
.ARTICLE' 'VI
POWERS OF` THEE` ~IITHORITY
The .Authority is authorized, in its own name, to exercise all
powers necessary and proper to: carry out the terms and provisions
of this Agreement or as otherwise authorised by law, including but
not limited to the .power to:
A. Make and enter into contracts;
B. Incur debts,. liabilities and obligations; but no debt,
lab-lity or obligation of the Authority is a debt, liability
or obligation of any Entity, which is a party to this
Agreement, except. as otherwise provided by ARTICLES XXI and
XXII;
C. Acquire, hold or dispose of real and personal property;
D. Receive ,contributions and donations of property, funds,
services and other.forms of assistance -from any source;
E. Sue. and be sued in its own name;
F. Employ agents and employees.;
G. Acquire, construct, manage and maintain buildings;
H. Lease real or personal property including that of a
Member Entity;. and
I. Receive, collect, invest and d-sburse monies.
ARTICLE VII
MEMBER ENTITY RESPONSIBILITIES
The Member Entities shall have the.followng responsibilities:
A. To cooperate fully with the Authorty'in determining the
cause of losses 'and in the settl,emen€ of claims, as defined
in the Memorandum of Coverage;
B. To pay Cash Contributions, Cash Assessments and other
charges, promptly to the Authority when due;
JPA Agreement/:Page 6
:.
'~ C. To provide the Authority with such statistical and loss
experience data and other information as may be necessary for
the Authority to carry, out the purposes of this Agreement;
D. To establish and maintain Risk Management .programs
including but not limited to loss control, risk transfer and
employee safety programs; •
E. To cooperate with and assist the Authority and any
insurer, claim"s adjuster or legal. counsel retained by the
Authority, in all matters relating to this Agreement;
• F. To comply with the Bylaws and all Policies and Procedures
.adopted by the Board; and,
G. T.o appoint a representative and alternate to the Board
of Directors.
ARTICLE VIII
.BOARD OF DIRECTORS
There. shall be a Board of Directors to govern the affairs of
the Authority. It shall be composed of one representative from
each Member Entity w-ho shall be an employee, or officer of that
Member Entity. EachMember Entity shall appoint an alternate to
serve in the absence of the representative. The powers of the
Board: shall be all of the; powers of the Authority not specifically
reserved to the Member Entities by this Agreement.
.POWERS OF MEMBER. ENTITIES
The governing boards of the Member Entities hereby retain the
following powers:
A. The appointment of their representative and alternate to
`the Board of .Directors.;
JPA Agreement/.:Page 7
i
B. Approval :of amendments to this Agreement as specified in
ARTICLE XXVII; and
C. Termnat"ion of the Author"ity 'in accordance with ARTICLE
XXIV.
BOARD OF'DLRECTORS_- APPOINTMENTS
The' members of "the .Board of Directors shall be appointed by
the respective Member Entities, in writing to the business office
of the Authority. The representative shall serve at the pleasure
of the Member Entity until written notice of the appointment of a
successor is received by the Authority.
The alternate shall have all the powers of the representative
in their absence except that the alternate shall not exercise the
powers of an officer o'f, the Authority or serve on the Executive
Committee.
ARTICLE IR
COMMITTEES
The Board of Directors shall have the authority to establish
.::committees as it deems appropriate to conduct the business of the
Authority. The_Board is authorized to dissolve any committee
established pursuant to°this ARTICLE..
ARTICLE S
EXECUTIQE COMMhT-TEE.
There shall be a seven .member Executive Committee of the Board
of. Directors, composed of the President and Vice President and five
Directors elected -by the. Board to serve on the committee in
accordance 'wi`th the ;Bylaws.
JPA Agreement/Page 8
EXECUTIVE COMMITTEE - POWERS
The powers of the Executive Committee shaTT be those powers
de;legafed to it by the Board of Directors: which may include but are
not 1'mted to:
A, Personnel matters concerning salary,~benefits and working
conditions of staff;.
B. Approval o_f, warrants;
C. Approval. of .Requests for.Cert°fcates of Coverage for
Additional Covered Parties;
D. Covered loss settlement authority in an amount as
determined by the Boar-d;
E. Approval. of contracts for routine services (claims audit,
financial audit,~actuarial audit, etc.); and.,
F. Other authority as delegated by the.Board.
ARTICLE XI
MEETIPTGS
.BOARD OF DIRECTORS :MEETINGS
The Board of Directors shall hold at least four regular
meetings .each year, one of which .shall be designated the Annual
Membership Meeting. The Board shall fix the date, hour and
location 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 by the President or at least
one-third of the Directors.. A Regular or Special meeting may be
postponed or cancelled as provided in the Bylaws, except the Annual
Membership Meeting may not be cancel ed.
JPA Agreement/Page 9
EXECUTIVE.COMMIT:TEE MEETINGS
The Executive Committee shall hold at least six regular
meetings each year which may coincide. with Board meetings or the
Annual. Membership Meeting, and may' hold other meetings as
designated by the Board of Directors'..The President shall fix the
date., hour and location at which. the regular meetings are to be
held:. The President or General Manager/Secretary or a majority of
the Executive Committee may request special ,meetings as needs
dictate.
GENERAL
The General. Manager/Secretary shall keep minutes of all
regular, special and 'adjourned regular or special meetings of the
Board and Executive Committee. As soon as possible after each
meeting., a copy of the minutes shall be forwarded to each Member
Entity.
The Board shall cause Bylaws and an Administrative Policies
and Procedures Manual to be developed, which are consistent with
applicable law and this Agreement, to govern the day-to-day
operations of the Authority. Each Member Entity shall receive a
copy of any Bylaws and Administrative Policies and Procedures
Manual deve•loped.'under this ARTICLE. Thereafter, the Board may
revise such .Bylaws and Administrative Policies and Procedures so
long a~s they shall }be and remain consistent with both applicable
law and this Agreement. To the extent such Bylaws and
Administrative Policies and Procedures are in conflict with this
'Agreement the terms and provisions of this Agreement are
controlling. The General Manager/Secretary- shall send to each
Member- Entity each ;Bylaw amendment and. .Administrative Policy and
Procedure change promptly after its adoption by the Board.
JP-A Agreement/Page 1.0
~~ Each meeting of the Board and Executive Committee, including,
without limitation., regular, special :and adjourned regular or
special meetings., shall be calmed;, noticed, held and conducted' in
accordance with applicable state law.
ARTICLE RII
OFFICERS & EMPLOYEES,
The Officers of the Authority shal be the President, Vice
President, Treasurer and General Manager/Secretary. The President
and Vice-President shall be elected by the Board from among its own
members, as individuals, not as the Member Entities they represent.
The term of off-ice f;or President and Vice-President shall be two
years and they shall assume the duties. of their offices upon
election. The Treasurer will be appointed by a majority of the
entire Board and shal_1 serve at the pleasure of the Board.. If the
President or Vice-President ceases to be .a member of the Board or
is removed, from office, the resulting vacancy shall be filled, for
the unexpired term,. at the next regular"or special meeting of the
Board held after the vacancy occurs.
The .General Manager shall be the Secretary and Chief
Administrative Officer of the Authority. The Board shall appoint
the General Manager/Secretary who shall serve at the pleasure of .
the Board. The responsibilities and duties of the officers of the
:Authority shall be as defined in the Bylaws and as assigned by the
Board.. The Board may appoint such other officers and employees and
may contract with such persons or firms- as it considers necessary
to carry out the purposes o~f thus 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 and.
services rendered on behalf of the Authority at the discretion
JPA Agreement/Page 11
Cv
of the Board. Any such employee, while acting for or on behalf of
the Authority., will be entitled to defense°and indemnification by
the Authority to the-extent provided in California Government Code
Sections 825 ~ et. seq. and 9.9'5 et. seq.
ARTICLE RIM
FISCAL YEAR."
The first Fiscal. Year of the Authority under this Agreement
shall be the period from July 1, 1'990 thru June 30, 1.991 and
subsequent• Fiscal Y-ears of the Authority shall end on June 30 of
each succeeding year.
ARTICLE RI9
BIIDGET
An Annual Budget shall be presented by the General
Manager/Secretary to the Board not later than thirty (30) days
prior to the beginning of each Fiscal Year ;and shall be adopted no
later than July 31 of each year. At the discretion of the Board
a multi-year budget ':may `be adopted, thereby eliminating the
requirements of annual presentation and adoption during the term
of such. multi-year budget..
ARTICLE` RV
ANNIIAL.AIIDITS AND`AIIDIT REPORTS
FI-NANCIAL AUDIT
The Executive Gommttee~shall cause an annual financial audit
in accordance with generally accepted auditing standards to be
JPA Agreement/Page 12
'~,
~~ made with 'respect to all receipts, disbursements, other
transactions and entries into the :books by a Certified Public
Accountant, and a report of~such financial audit .shall be .filed as
a public :record with each of the Member Entities. All. costs of.
such financial audit shall be paid by the Authority as a general
and administrative expense.
RISK'_MANAGEMENT AUDITS
The Board may cause an audit to be made of any of the Member
Entities risk management programs. All costs of such audits shall
be paid by the Authority as a general 'and administrative expense.
ARTSCLE RVI
ESTABLI'SHM-ENT AYJD ADMIATISTRATION_DF FIINDS
The Authority shall be responsible for the strict
accountability of all funds and repor;t's of all receipts and
disbursements. It will comply with all prow-lions of law relating
to the .subject,. particularly Section 65'0'5' of the California
Government Code.
All of the funds of the Authority shall be held in common and
strictly accounted for.
The Treasurer or Board's desig-nee shall receive, :invest, .and
disburse funds only in accordance with the procedures establ-fished
by the 'Board and in conformity with applicable law. The General
Manager/Secretary shall 'have. the authority to expend funds which
have been 'budgeted., a~s pr,ovided in the Bylaws .
An Investment Policy ;shall be adopted by the Board .and
reviewed annually.
JPA 'Agreement/Page 13
,~'t
ARTIChE $VIY
CASH' CONTRIBIITIOYd
Each: Member Entity shall make a cash contribution for each
year of participation in each Pooled Coverage Program in an amount
approved by the Board of Directors. The amount of such cash
contribution shall. be determined in accordance with a formula
contained in the Bylaws of the Authority or a policy established
pursuant to the Bylaws and shall be sufficient, when combined with
the .cash contributions of all other par-ticipants in such Pooled
Coverage Programs, to cover the .outstanding liabilities,
actuaral_1y predicted. losses, loss adjustment expenses, defense
costs, excess insurance premiums and administra~t'ive expenses of the
Authority.
The: cash contribution shall be billed to the Member Entities prior
to the beginning of each program year and is due and payable by the
date of commencement o.f the program year. 'Any cash contributions
not received by the Authority within thirty (30) days following the
date of commencement of the program year .shall be in arrears and
subject to interest and/or penalties in accordance with the Bylaws
or any policy adopted pursuant to the Bylaws of the Authority.
ARTICLE XVII•I
CASH ASSESSMENT
The .Board by a two-thirds vote of the, entire body shall-have
the authority to levy a cash assessment upon a Betermnation that
it is necessary to meet the Authority'' obligations.
..All cash assessments shal'1 be determined and. payable in
accordance with the policy contained .in th'e Bylaws.
JPA Agreement/Page 14
I~RTICLE' RI%
POOLED COOERAGE'PROGRAMS
The pooled coverage for each. program shall be as specified in
the Bylaws :and applicable policies and procedures. Each Member
Entity electing coverage in the Automobile/General Liability
program <commencing on July .1, 1990., which was a member of such
program on July 1, 1:989 shall have an initial one-year non-
cancel-Table commitment to the program and. the .Authority. Any other
Member Entity accepted for membership in the. Authority shall have
an initial three-program-year, non-cancellable commitment. Each
Member Entity may participate in such other Pooled Coverage
Programs as are offered by the Authority on such terms, for such
time ,periods and with such cash contributions as are determined
by the Board.
At the conclusion of the initial nori-cancellable commitment
Member Ertities may continue to participat°e, with subsequent one
program year commitments, A11 Member Entte;s must participate in
the Automobile/General Liability Program in order to maintain their
membership in the Authority and'particpate in any other pooled
coverage. programs.
Member Entities shall have the ability to determine., from year
to year,, which Board' established self-funded retention level they
will assume in the Autoinobe/General Liability program.
Such determinations must be communicated 'in writing to the
Authority by December 31, 1990 and thereafter at le`as.t one hundred
eighty (180„) days prior. t'o the commencement of each succeeding
program year.
JPA Agreement/Page 15
Member Entities electing to participate in an existing pooled.
coverage program of the Authority may do so only upon the
affirmative vote of two-thirds of: the participants in that pooled
coverage program at the time of`ther application to part--cipate.
ARTICLE.RB
PTE~B MEMBERS.
It is the intent of the Member Entities. to provide, to the
extent permitted by law, for the inclusion at a subsequent date of
such additional public entities, organized and existing under the
constitution or laws of the State of California, as may desire to
become parties to this. Agreement and members of the Authority.
The Board shall review all applications for participation in
the Authority. Those entities seeking membership must be approved
by the affirmative vote of a two-thirds majority of the entire
Board -of 'Directors.
Entities applying under this ARTICLE shall be required to pay
their share of organizational expenses as determined by the Board,
including those posts necessary to analyze their loss data and
determine their cash contributions.
cash :Contributions for entities joining the Authority at other
than the .beginning of the Authority's program year., shall be
prorated for the °remander o'f 'the grogram year.
JPA Agreement/Page 16
•:!
ARTICLE %%I.
~ITHDRANAL 'FROY~I PROGR1~iAq AND/OR CJPRMA
An entity which is .accepting membership in the Authority's
Automobile/General Liability Program for coverage commencing on
July 1,, 1990 and which is a participant on July 1, 1989, shall not
withdraw from that ,program or the Authority for a one-program year
period. All other Member Entities shall-have an initial Three-
.Program-Year, non-cancellable commitment to .the program and the
Authority. At the conclusion of such non-cancellable commitment,
a Member Entity may continue to participate with successive one
program year commitments:..
A Member Entity may withdraw from the Automobile/General
Liability Program,'wh%ch wial result in automatic withdrawal from
all other pooled coverage programs and from the Authority, by
giving written notice of such withdrawal no later than six months
prior to the conclusion of the program year in which the Member
Entity's non-cancellable commitment is completed, or any subsequent
Program Year.
A Member Entity 'may withdraw from other pooled coverage
programs by written notice in accordance with deadlines established
by the Board.
Any Member Entity which withdraws as a participant of any
pooled coverage program, or as a party to this Agreement, shall not
be re-admitted except upon the affirmative vote of two=thirds of
the participants of such pooled coverage program or the Authority.
JPA Ag_r.eement/Page 17
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~iRTICLE Y%II
E%P.IILSIOT~T
The Board, by a three-fourths vote of 'a11 Directors, may expel
any Member Entity from the Authority after ninety (90) days written
notice to the Member Entity. Such expuls:on shall be effective at
the conclusion of the Automobile/General Liability Program Year
in which the notice is given, unless extended by the Board.
ARTICLE %%III
EFFECT OF 69ITHDR1~iWAL' OR £%PULSIOPT
The withdrawal. or expulsion of any Member Entity after the
inception of its participation in the Authority or any pooled
coverage program :shall not terminate its responsibility:
A. To eooperat'e fully with the Authority in determining the
cause of losses and in the settlement of claims incurred
during the coverage. period, as defined in the Memorandum of
Coverage;
B. To pay_any Cash Assessments or other amounts determined
by the Board to be due and payable for each program year of
each. program in which it participated until all claims, or
other unpaid liabilities, covering such periods have been
finally resolved;
C. To provide the Authority with such statistical and loss
experience data and other information as may be necessary for
the Authority to carry out the purposes of this Agreement; and
JPA Agreement/Page 18
,.:
D. To cooperate with :and assist the Authority and any
insurer, claims adjuster ;or legal counsel retained by the
Authority, in 'all. matters relating to this Agreement.
Coverages under all pooled coverage program"s in which that.
Member 'Entity participated will remain in effect and continue until
the conclusion of their ,r-espectve program years.
ARTICLE XRIV
TERMIATATIOPI AND DISTRIBIITIOPi
This Agreement. may be terminated any time by the written
consent of three-fourths of the Member Entities' governing boards
provided however that a l Member Entities are notified in writing
at least ninety (90) days in advance-and; provided, however, that
this Agreement and "the. Authority shall continue to exist for the
purpose of d-isposing of: al 1, claims, distribution of assets and all
other functions necessary to wind up the affairs of the Authority.
Notification of the .action of the Member Entities' governing boards
in terminating this Agreement may b'e delivered by mail to the
Authority or in per;son;by each Member Entity's representative or
alternate at a regular or special meeting of the .Board of
Directors.
Upon termination of this Agreement,. all assets of the
Authority shall be .distri.buted only among the parties which have
been participants in its pooled coverage programs, including any
of tYiose parties which previously withdrew or were expelled
pursuant to ARTICLES XXI and XXII of this -Agreement and .in
accordance with the terms and conditions of the Bylaws of the
Authority.. The Board shall determine such distribution within six
months. after the last pending claim or covered 'loss subject to this
Agreement has been final y resolved.
JPA Agreement/Pag,e 19
,,s.
The Board is vested with all powers of the Authority for the
purpose of concluding and' dissolving the business affairs of the
Authority:. These powers shall include. the power to require Member.
Entities, including those which were ,program participants at the
time the cl°am arose or at the time the covered loss was incurred,
to pay their share of 'any cash assessment. deemed necessary by the
Board for final disposition of all such claims and covered losses
subject to this Agreement..
ARTICLE XRV
NOTICES
Notices to Member .Entities under this Agreement shall be
sufficient if mailed, first class, to their respective addresses
on file with the Authority. Notices to the Authority shall be
sufficient if mailed', first class,to the address of the Authority
as contained in the Bylaws.
~iRTICLE XXVI
PROHIBITION AGAINST A'SSIGNMENT_
No Member Entity may assign any right, claim, or interest it
may have under this Agreement, and no creditor, assignee or third
party beneficiary of any Member Entity shall have any right, claim
or title to any part, share, interest,, or asset of the Authority.
JPA Agreement/Page 20
. ~~ _
ARTICLE'RX9II
AMENDMENTS
Th%s Agreement may b.e amended by the vote of three-quarters
or :more of` the .Member Entities' governing boards, provided. that any
amendment, is compatible with the purposes of this Agreement and has
been submitted to the Member Entities at least thirty (30) days in
advance:.. Any such amendment shall be effective immediately upon
receipt by the Authority' of votes sufficient for passage, unless
otherwise designated. Notification of the action of the Member
Entities' governing boards maybe delivered .by mail return receipt"
requested) to the Authority or in person by each Member Entity's
representative or alternate at any regular or special meeting of
the Board.
ARTICLE %INIII
SEVER1aiBILITY
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 th'e State of California or
the United States, or be otherwise rendered unenforceable or
ineffectual, the validity of the remarning portions, terms,
conditions and provisions shall not be affected thereby.
ARTICLE.%%I%
AGREEMENT COMPLETE
The foregoing constitutes the full and complete Agreement of
the parties. There are no oral understandings or agreement's not
set forth in writing: herein.
JPA Agreement/Page 21