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HomeMy WebLinkAboutC-211100 —Ib" FIFTH AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT FOR INSURANCE AND RISK MANAGEMENT PURPOSES This Fifth Amendment To Joint Exercise Of Powers Agreement For Insurance and Risk Management Purposes ( "Agreement ") is executed by and among the public entities, hereafter referred to as Member or Members, each of which is organized rand existing under the laws of the State of California and is a signatory to this Agreement and listed in Appendix "A ", which is attached hereto and made a part hereof. This Agreement, dated October 13, 2004, for identification purposes, amends the Joint Exercise of Powers Agreement For Insurance and Risk Management Purposes dated August 12, 1998. RECITALS This Agreement is predicated upon the following facts: The following State laws, among others, authorize the Members to enter into this Agreement: 1. Labor Code Section 3700, permitting a Member to fund its own Workers' Compensation claims; 2. Government Code Section 990, permitting a Member to insure itself against tort or inverse condemnation liability; 147448.4 (MS WORD) 000602 -9000 t 3. Government Code Section 990.4, permitting a Member to provide insurance and self- insurance in any desired combination; 4. Government Code Section 990.6, permitting the proper costs for self- insurance to be charged against each Member and authorizing the Governing Board to make premium payments for such coverage in an amount such Governing Board determines to be necessary to provide such coverage; 5. Government Code Section 990.8, permitting two or more Members to enter into an agreement to jointly fund such expenditures under the authority of Government Code Sections 6500 et seq.; 6. Government Code Section 6500 et seq., permitting two or more Members to jointly exercise, under an agreement, any power which is common to each of them. NOW, THEREFORE, for and in consideration of the mutual benefits, covenants, and agreements set forth in this Agreement, the Members agree as follows: ARTICLE 1. CREATION OF THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY. 1.1 Pursuant to Article I (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, the 147448.4 (MS WORD) 000602 -9000 2 0 F Members hereby create a public entity, separate and apart from the Members, to be known as the Independent Cities Risk Management Authority, hereinafter referred to as "ICRMA" or the "Authority ". Pursuant to Government Code Section 6508.1, the debts, liabilities, and obligations of the Authority shall not constitute debts, liabilities, or obligations of any Member. ARTICLE 2. PURPOSE. 2.1 The purpose of creating this Authority is to exercise the powers of the Members to jointly accomplish the following: 2.1.1 Develop effective Risk Management Programs to reduce the amount and frequency of their losses. 2.1.2 Develop Risk Management Programs of insurance to protect Members from the effects of catastrophic or unexpected losses. Such programs shall include, but not be limited to, coverages for losses arising out of Tort Liability, Workers' Compensation, Health Benefits, and the ownership or use of real or personal property. 2.1.3 Design Risk Management Programs of the Authority on a pooled or self- funded basis whereby the Members share some portion, or all, of the costs of the program losses. 147448.4 (MS WORD) 000602 -9000 3 0 0 2.1.4 Jointly purchase insurance, excess insurance, or reinsurance and/or develop alternative financial arrangements for the purpose of transferring risk of loss to commercial insurers. 2.1.5 Assist Members to the maximum extent authorized by law to secure long term solutions enabling the Authority to provide adequate protection to Members against catastrophic, or greater than expected, claims and to attract major reinsurers for the purpose of transferring risk. 2.1.6 Jointly secure administrative and other services including, but not limited to, general administration, underwriting, risk management, loss prevention, claims adjusting, data processing, brokerage, accounting; and legal services when related to any of the other purposes. ARTICLE 3. DEFINITIONS 3.1 The following definitions shall apply to the provisions of this Agreement and the By -Laws of the Authority and Risk Management Programs: 3.1.1 "Agreement' shall mean this Agreement, as it may be amended from time to time, creating the Independent Cities Risk Management Authority. 147448.4 (MS WORD) 000602 -9000 4 3.1.2 "Board" or "Governing Board" shall mean the governing body of the Authority. 3.1.3 "By- Laws" shall mean the rules governing the management of the Authority and each individual Risk Management Program. 3.1.4 "Claim(s)" shall mean demand(s) complying with the requirements of California Government Code Section 910 and made against the Member arising out of occurrences which are covered or alleged to be covered by the Authority's Memorandums of Coverage, or policies of insurance. 3.1.5 "Fiscal Year" shall mean the period of time commencing on July 1 of each year, and thereafter ending on June 30 each following year. 3.1.6 "Governing Documents" shall mean this Agreement, the By- Laws of the Authority and each Risk Management Program, the Memorandum of Coverage and any other document stipulated as a Governing Document in the By -Laws or by action of the Governing Board. 3.1.7 "Insurance" shall mean insurance or reinsurance purchased by the Authority to cover losses for its Members. 147448.4 (MS WORD) 000602 -9000 5 3.1.8 "Member" shall mean any Municipal Corporation or public entity authorized to be a member of a Joint Powers Authority, which is a party to this Agreement and is- participating in one or more Risk Management Programs. 3.1.9 "Memorandum of Coverage" shall mean the document or documents issued by the Authority specifying the types of coverages and limits provided to the Members. 3.1.10 "Program Year" shall mean a period of time in which each program shall be segregated for ease in determining coverage premiums. 3.1.11 "Participation" or "Participating" shall mean a Member has elected to jointly participate in the management of a specific risk and is a member of that Risk Management Program. 3.1.12 'Risk Management" shall mean the process of identifying, evaluating, reducing, transferring, and eliminating risks. Risk Management includes, but is not limited to, various methods of funding claims payments, purchasing insurance, legal defense of claims, controlling losses, and determining self - insured retention levels and the amount of reserves for potential claims. 147448.4 (NfS WORD) 000602 -9000 6 11 0 3.1.13 'Risk Management Program " shall mean those coverage programs of risk sharing, insurance, and risk management services created by the Authority to manage specific Risk Management Programs, i.e. "Liability Risk Management Program ". ARTICLE 4. PARTIES TO THE AGREEMENT AND RESPONSIBILITIES OF MEMBERS. 4.1 Each Member represents and warrants that it intends to, and does hereby, contract with all other Members listed in Appendix "A ", and any new members admitted to the Authority pursuant to Article 16. Each Member also represents and warrants that the withdrawal or expulsion of any Member, pursuant to Article 14 or 15, shall not relieve any Member of its rights, obligations, liabilities or duties under this Agreement or the individual Risk Management Programs in which the Member participates. 4.2 Each Member agrees to be bound by and to comply with all of the terms and conditions of the Governing Documents and any Resolution or other action adopted by the Governing Board as they now exist or may hereinafter be adopted or amended. Each Member assumes the obligations and responsibilities set forth in the Governing Documents. ARTICLE 5. GOVERNING BOARD. 5.1 The Authority shall be governed by a Governing Board the composition of which shall be set forth in the Authority's By -Laws. Immediately upon admission of a new Member pursuant to Article 16, the Member shall be 147448.4 (MS WORD) 000602 -9000 7 • 0 entitled to appoint a Representative to the Governing Board and an alternate Representative and, if desired, a substitute alternate Representative, each of whom shall meet the parameters set forth in the Authority's By -Laws. Decisions of the Member representative, or the Governing Board in his /her absence, shall be binding on the Member. 5.2 The Member Representative and /or alternate Representative or substitute alternate Representative shall be removed from the Governing Board upon the occurrence of any one of the following events: (1) the expulsion or withdrawal of the Member from the Authority; (2) the death or resignation of the Member Representative; (3) the Authority receives the written notice from the Member that the Member Representative is no longer a member of the governing body of the Member or as otherwise provided in the Authority's By -Laws. 5.3 Pursuant to Government Code Section 6505.6, the Governing Board shall designate an officer or employee, or officers and employees, to receive, deposit, invest, and disburse the property of the Authority pursuant to Government Code Sections 6505 and 6505.5. The Governing Board shall fix the amount of the fidelity bond to be filed by such public officer(s) and /or employee(s). ARTICLE 6. BOARD MEETINGS AND RECORDS 6.1 Regular Meetings. The Governing Board and all standing committees shall hold meetings at the location and time set forth in the By -Laws of the 147448.4 (MS WORD) 000602 -9000 8 0 0 Authority and each individual Risk Management Program. 6.2 Ralph M. Brown Act. All meetings of the Governing Board, and appointed committees, including without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act (Section 54950 et. seq. of the Government Code). 6.3 Minutes. Minutes of regular, adjourned regular, and special meetings of the Authority shall be kept under direction of the Secretary. As soon as possible after each meeting, the Secretary shall forward copies of the minutes to each Governing Board member. 6.4 Quorum. A majority of the members of the Governing Board is a quorum for the transaction of business. However, less than a quorum may adjourn from time to time. A vote of the majority of a quorum at a meeting is sufficient to take action. ARTICLE 7. OFFICERS. 7.1 The Governing Board shall elect a president, vice - president, Treasurer and Secretary from among its members. The manner of election and term of office of elected officers and their authority and responsibilities shall be as set forth in the Authority By -Laws. If any of the officers cease to be a Member's representative, the resulting vacancy shall be filled as provided in the Authority By -Laws. The Governing Board may appoint such other officers as it considers necessary. 147448.4 (MS WORD) 000602 -9000 9 • ARTICLE 8. POWERS. 8.1 The Authority shall have the powers common to its Members and is authorized, in its own name, to do all acts necessary and to exercise such common powers to fulfill the purposes of this Agreement referred to in Article 2 including, but not limited to, each of the following: 8.1.1 Finance through the issuance of Bonds or other financial instruments of indebtedness, self- insurance reserve funds necessary or convenient for the implementation of this Agreement. 8.1.2 Incur debts, liabilities, and obligations. 8.1.3 Acquire, hold, or dispose of real and personal property. 8.1.4 Receive contributions and donations of property, funds, services, and other forms of assistance from any source. 8.1.5 Sue and be sued in its own name. 8.1.6 ' Employ agents and employees. 8.1.7 Acquire, construct, manage, maintain, or operate buildings, works, or improvements. 8.1.8 Lease real or personal property, including that of a Member. 8.1.9 Receive, collect, and disburse monies. 147448.4 (MS WORD) 000602 -9000 10 0 0 8.1.10 Invest money in the treasury of the Authority in the same manner and on the same conditions as local agencies pursuant to Government Code Section 53601. 8.1.11 Exercise all other powers necessary and proper to carry out the provisions of this Agreement. 8.1.12 Develop and implement Risk Management Programs. 8.1.13 Jointly purchase for the benefit of Members, insurance, excess insurance, reinsurance, and enter into agreements for the benefit of Members, for the purpose of transferring risk of loss to commercial insurers or reinsurers or other insurance pools. ARTICLE 9. RISK MANAGEMENT PROGRAMS. 9.1 The Governing Board shall establish Risk Management Programs as provided in the Authority's By -Laws. 9.2 No Risk Management Program shall become operational, or possess any authority, until the proposed Risk Management Program By -Laws have been approved by the Governing Board. The voting on the approval of By -Laws shall be restricted to Governing Board Member representatives of the particular Risk Management Program. Approval of the By -Laws and any amendments thereto shall be as provided in the By -Laws of the individual Risk Management Programs. On approval of the By -Laws, the 147449.4 (MS WORD) 000602 -9000 11 0 • various Risk Management Programs shall become operational and will have all of the powers specifically delegated to them by the Governing ARTICLE 10. BUDGET 10.1 The Governing Board shall adopt an annual budget not later than 30 days prior to the beginning of each Fiscal Year. ARTICLE 11. ANNUAL AUDIT AND REVIEW. 11.1 The Governing Board shall cause an annual financial audit of the accounts and records to be made and filed as provided in the Authority's By -Laws and the laws of the State. ARTICLE 12. ESTABLISHMENT AND ADMINISTRATION OF FUNDS. 12.1 Funds of the Authority may be commingled for investment and administration purposes. However, each Risk Management Program shall be accounted for separately on a full accrual basis. 12.2 The Governing Board shall establish the policy for warrants drawn to pay demands against the Authority. 12.3 The coverage for each Program Year of each Risk Management Program shall be as specified in the Memorandum of Coverage or policies of insurance for that Program Year of the Risk Management Program. ARTICLE 13. WITHDRAWAL. 13.1 Any Member which enters a Risk Management Program may withdraw 147448.4 (MS WORD) 000602 -9000 12 from that Risk Management Program and may at a later time seek to renew participation in said Program subject to the terms and conditions as set forth in the By -Laws of that particular Risk Management Program. 13.2 A Member is no longer a party to the Authority or this Agreement upon its withdrawal from all of the Authority's Risk Management Programs. ARTICLE 14. EXPULSION. 14.1 The Governing Board may expel any Member from the Authority and /or from a Risk Management Program at any time for material breaches of the Governing Documents. Such expulsion shall be as provided in the By- Laws of the Authority or each Individual Risk Management Program. ARTICLE 15. - TERMINATION. 15.1 This Agreement shall continue until terminated by vote or written consent of two- thirds of the Members provided, however, that this Agreement and the Authority shall continue to exist for the purposes of disposing of all claims, the distribution of assets, and any other functions necessary to conclude the affairs of the Authority. 15.2 Upon termination of this Agreement, all assets of the Authority shall be distributed only among the Members that have been participants in its Risk Management Programs, including any of those Members which previously withdrew or were expelled pursuant to Articles 13 and 14 of this Agreement, in accordance with and proportionate to their net premium payments made during the term of this Agreement. The Governing Board 147448.4 (MS WORD) 000602 -9000 13 shall determine such distribution within six months after the last claim covered by this Agreement has been finalized. 15.3 The Governing Board is vested with all powers of the Authority for the purpose of concluding and dissolving the business affairs of the Authority. These include the power to require those Members which were Risk Management Program participants at the time of any particular occurrence which was covered or alleged to be covered under the Memorandum(s) of Coverage or policies of insurance to pay their share of any additional amount of premium deemed necessary by the Governing Board for the final disposition of all claims and expenses associated with such loss. ARTICLE 16. 1 NEW MEMBERS. 16.1 Any governmental agency, organized and operating under the laws of the State of California which is authorized to participate in a joint powers authority under the Government Code may become a member of the Authority by complying with the requirements of the Authority By -Laws. ARTICLE 17. LIABILITY OF THE AUTHORITY. 17.1 Each Member agrees to indemnify, save and defend the Authority and all other Members harmless from and against all claims, losses, and damages, including legal fees and expenses, arising out of any breach or default on the part of such Member in performance of any of its obligations under this Agreement, or any act or negligence of such Member or any of its agents, contractors, servants, employees or licensees with respect to 147448.4 (MS WORD) 000602 -9000 14 0 0 this Agreement. No indemnification is made under this Section for claims, losses or damages, including legal fees and expenses, arising out of the willful misconduct, negligence or breach of duty under this Agreement by the Authority or a Member or their officers, employees, agents or contractors. 17.2 The Representatives to the Governing Board and to each of the Risk Management Programs and any officer, employee, contractor, or agent of the Authority shall use ordinary care and reasonable diligence in the exercise of their power and in the performance of their duties under this Agreement. 17.3 Funds of the Authority may be used to defend, indemnify, and hold harmless the Authority and any member of the Governing Board, any member of a Risk Management Program, and any employee of the Authority for their actions taken within the scope of their duties while acting on behalf of the Authority. Nothing herein shall limit the right of the Authority to purchase insurance to provide such coverage as is hereinabove set forth. ARTICLE 18. NOTICES. 18.1 Notices to each Member under this Agreement shall be sufficient if mailed to its respective address on file with the Authority. Any Member may designate any other address in substitution of the foregoing address to which such notice will be given at any time by giving five days written 147448.4 (MS WORD) 000602 -9000 15 notice to the Authority and all other Members. ARTICLE 19. AMENDMENTS TO THIS AGREEMENT AND PROGRAM BY- LAWS. 19.1 This Agreement may be amended at any time by vote of two - thirds of the Members acting through their governing body. Amendments to the individual Risk Management Program By -Laws require the two -third vote of the Governing Board members representing Members of that Risk Management Program. ARTICLE 20. SEVERABILITY. 20.1 Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions shall not be affected thereby. ARTICLE 21. AGREEMENT COMPLETE. 21.1 The foregoing constitutes the full and complete Agreement of the parties. There are no oral understandings or agreements not set forth in writing herein. 147448.4 (MS WORD) 000602 -9000 16 0 • ARTICLE 22. TERM OF AGREEMENT. 22.1 This fifth amended Agreement shall become effective upon the Authority receiving notice of the approval by the governing body of two - thirds of the Members. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. City of QiLGcLe/' By �. LLc�J Title J2Zrt.L1A�1J Executed before me this r I ?day of ,��� "��— 200 4 (City Seal) City Clerk City of 147448.4 (MS WORD) 000602 -9000 17 0 0 APPENDIX "A" INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY MEMBER CITIES 1. Alhambra 2. Arcadia 3. Azusa 4. Baldwin Park 5. Bell 6. Buena Park 7. Chino 8. Colton 9. Culver City 10. Downey 11. El Monte 12. El Segundo 13. Fullerton 14. Glendora 15. Hawthorne 147448.4 (MS WORD) 000602 -9000 16. Hermosa Beach 17. Huntington Park 18. Inglewood 19. La Habra 20. Lynwood 21. Manhattan Beach 22. Monrovia 23. Monterey Park 24. Redondo Beach 25. San Fernando 26. South Gate 27. Upland 28, Vernon INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY FIFTH AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT FOR INSURANCE AND RISK MANAGEMENT PURPOSES 147448.4 (MS WORD) 000602 -9000 RESOLUTION-NO. 6265 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNNA, APPROVING AN.AMENDMENT TO, THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY JOINT POWERS AGREEMENT ADMITTING TO MEMBERSHIP THE CITY OF PALM SPRINGS WHEREAS, the City of Arcadia is a member of the Independent Cities Risk Management Authority ( "ICRMA "), a Joint Powers Authority, which provides risk management programs of insurance to protect its. members from the, effect of unexpected losses and to provide excess insurance and other services, including' risk management, loss prevention, claims adjustment, insurance brokerage, legal and other services related. to its purpose; and WHEREAS, the City, of Palm Springs has applied for membership in ICRMA and the Governing Board has determined that the City of Palm Springs meets the qualifications for membership and has approved its becoming a member; and WHEREAS, it is appropriate to amend the ICRMA Joint Powers Agreement to admit the City of Palm Springs as a member of the Joint Powers Authority. NOW, THEREFORE,' THE CITY COUNCIL -OF THE CITY OF ARCADIA; CALIFORNIA, . DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: 1 , LASER 1N4�,%V_D I. SECTION 1. The City Council does approve an amendment to the Independent Cities Risk Management Authority Joint Powers Agreement to admit to'full membership the City of Palm Springs. SECTION 2. The City Clerk shall certify to the adoption of this Resolution and shall cause a certified copy of this Resolution to be filed with the General Manager of the Independent Cities Risk Management Authority. Passed, approved and adopted this 6th day of November , 2001. ATTEST: Clerk City APPROVED AS TO FORM City Attorney Mayor of the City of Arcadia 2 1 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) SS: CITY OF ARCADIA ) I, JUNE D: ALFORD, City Clerk of the City of Arcadia, hereby. certifies that the foregoing Resolution No. 6265 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 6th day of November, 2001 and that said Resolution was adopted by the following vote, to wit: AYES: Councilmember Chandler, Chang, Kovacic, Marshall and Segal NOES: None ABSENT: None W M9 Ingle a °J LO -G RESOLUTION NO. 6091 • A RESOLUTION OF THE ARCADIA CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, APPROVING AN AMENDMENT TO THE JOINT EXERCISE OF POWERS AGREEMENT FOR INSURANCE AND RISK MANAGEMENT PURPOSES, APPROVING THE ADMITTANCE OF THE CITY OF CHINO TO MEMBERSHIP IN THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY WHEREAS, the City of Arcadia is a member of the Independent Cities Risk Management Authority ( "ICRMA "); and WHEREAS, the City of Chino has applied for membership in the ICRMA; and WHEREAS, the admittance to membership of the City of Chino has been approved by the ICRMA Governing Board; and WHEREAS, the ICRMA Governing Board has recommended amendments to the Joint Exercise of Powers Agreement ( "JPA "), a copy of which amended JPA has provided to this City Council. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA DOES HEREBY FIND, DETERMINE AND DECLARES AS FOLLOWS: SECTION 1. That the City Council does hereby approve the amended JPA as approved by the ICRMA Governing Board as presented to this City Council. SECTION 2. That the City Council does hereby approve the admittance of the City of Chino as a member of the ICRMA. SECTION 3. That the City Clerk shall certify to the adoption of this resolution -and forward a copy of same to the Independent Cities Risk Management Authority. LASER RAGED y • • Passed, approved and adopted this 15th ATTEST: -r-;FerKVrtrTff APPRO • FORM: n i orney o e i o rca is day of December , 1998 /s/ GARY A. KOVACIC Mayorof the Uty of rca is STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) SS: CITY OF ARCADIA ) I, JUNE D. ALFORD, City Clerk of the City of Arcadia, hereby certify that the foregoing Resolution No. 6091 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 15th day of December, 1998 and that said Resolution was adopted by the following vote, to wit: AYES: Councilmember Chandler, Harbicht, Marshall, Roncelli and Kovacic NOES: None ABSENT: None /S/ JUNE D. ALFORD City Clerk of the City of Arcadia INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT FOR INSURANCE AND RISK MANAGEMENT PURPOSES 0 0 AMENDMENTTO JOINT EXERCISE OF POWERS AGREEMENT FOR INSURANCE AND RISK MANAGEMENT PURPOSES This agreement is executed by and among Municipal Corporations, hereafter referred to as Member Cities, organized and existing under the laws of the State of California which are signatory to this Agreement and listed in Appendix "A ", which is attached hereto and made a part hereof. This Agreement, dated August 12, 1998 for identification purposes, amends the Joint Exercise of Powers Agreement For Insurance and Risk Management Purposes dated July 9, 1997. RECITALS This Agreement is predicated upon the following facts: A. The Member Cities are Municipal Corporations organized and operating under the laws of the State of California. B. The following State laws, among others, authorize the Member Cities to enter into this Agreement: 1. Labor Code Section 3700, permitting a city to fund its own Workers' Compensation claims; 2. Government Code Section 990, permitting a city to insure itself against tort or inverse condemnation liability; 3. Government Code Section 990.4, permitting a city to provide insurance and self - insurance in any desired combination; 4. Government Code Section 990.6, permitting the proper costs for self- insurance to be charged against each city and authorizing the Governing Board to make premium payments for such coverage in an amount such Governing Board determines to be necessary to provide such coverage; 5. Government Code Section 990.8, permitting two or more cities to enter into an agreement to jointly fund such expenditures under the authority of Government Code Sections 6500 et sea.; 6. Government Code Section 6500 et seq., permitting two or more cities to jointly exercise, under an agreement, any power which is common to each of them. 18958.9 000602 -9000 8 /18 /9B - 9:21 PM -1 - 0 0 NOW, THEREFORE, for and in consideration of the mutual benefits, covenants, and agreements set forth in this Agreement, the Member Cities agree as follows: ARTICLE 1. CREATION OF THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY. Pursuant to Article I (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, the Member Cities hereby create a public entity, separate and apart from the Member Cities, to be known as the Independent Cities Risk Management Authority, hereinafter referred to as the "Authority ". Pursuant to Government Code Section 6508.1, the debts, liabilities, and obligations of the Authority shall not constitute debts, liabilities, or obligations of any Member City. A Member City may separately contract for or assume responsibility for specific debts, liabilities, or obligations of the Authority. Pursuant to and to the extent required by Government Code Section 6509, the Authority shall be restricted in the exercise of its powers in the same manner as the City of Manhattan Beach is restricted in its exercise of similar powers provided that, if the City of Manhattan Beach shall cease to be a Member City, then the Authority shall be restricted in the exercise of its power in the same manner as the City of San Fernando. If the City of San Fernando shall cease to be a Member City, then the Governing Board shall designate the appropriate Member City. ARTICLE 11. PURPOSE. The purpose of creating this Authority is to exercise the powers of the Member Cities to jointly accomplish the following: A. Develop effective Risk Management Programs to reduce the amount and frequency of their losses. B. Develop Risk Management Programs of insurance to protect Member Cities from the effects of catastrophic or unexpected losses. Such programs shall include, but not be limited to, coverages for losses arising out of Tort Liability, Workers' Compensation, Health Benefits, and the ownership or use of real or personal property. C. Design Risk Management Programs of the Authority on a pooled or self- funded basis whereby the Member Cities share some portion, or all, of the costs of the program losses. D. Jointly purchase insurance, excess insurance, or reinsurance for the purpose of transferring risk of loss to commercial insurers. E. Assist Member Cities to secure a long -term financial base from the issuance of Certificates of Participation. The revenues generated from the Certificates of Participation will be used for the purpose of establishing and maintaining sufficient unencumbered financial reserves, thereby enabling the Authority to provide adequate protection to Member Cities against catastrophic, or greater than expected, claims, and to attract major reinsurers for the purpose of transferring risk. 18458.4 000602 -9000 8/18/98 - 4:21 PM - 2 - 0 F. Jointly secure administrative and other services including, but not limited to, underwriting, risk management, loss prevention, claims adjusting, data processing, brokerage, accounting, and legal services when related to any of the other purposes. ARTICLE L. DEFINITIONS The following definitions shall apply to the provisions of this Agreement and the By -Laws of the Risk Management Programs: A. "Agreement" shall mean this Agreement creating the Independent Cities Risk Management Authority. B. "Board" or "Governing Board" shall mean the governing body of the Authority. C. "By- Laws" shall mean the rules governing the management of each individual Risk Management Program. D. "Claim(s)" shall mean demand(s) made against the Member Cities arising out of occurrences which are covered or alleged to be covered by the Authority's Memorandums of Coverage, or policies of insurance. E. "Fiscal Year" shall mean the period of time commencing on July 1 of each year , and thereafter ending on June 30 each following year. F. "ICRMA" shall mean the Independent Cities Risk Management Authority created by this Agreement. G. "Insurance" shall mean insurance purchased by the Authority to cover losses for its Member Cities. H. "Member City" shall mean any Municipal Corporation or any Joint Powers Authority, whose membership consists only of Municipal Corporations, which is a party to this Agreement and is participating in one or more Risk Management Programs . I. "Memorandum of Coverage" shall mean the document or documents issued by the Authority specifying the types of coverages and limits provided to the Member Cities. J. "Program Year" shall mean a period of time, usually twelve months, in which each program shall be segregated for ease in determining coverage premiums. K. "Participation" or "Participating" shall mean a Member City has elected to jointly participate in the management of a specific risk and is a member of that Risk Management Program. L. "Risk Management" shall mean the process of identifying, evaluating, reducing, transferring, and eliminating risks. Risk Management includes various methods of funding claims payments, purchasing insurance, legal defense of claims, controlling losses, and determining self- insured retention levels and the amount of reserves for potential claims. 18458.4 000602 -9000 8/18/98 - 4 : 2 1 PM - 3 - 0 0 M. "Risk Management Program " shall mean those coverage programs of risk sharing, insurance, and risk management services created by the Authority to manage specific Risk Management Programs, i.e. "Liability Risk Management Program ". ARTICLE IV. AP RTIES TO AGREEMENT. Each Member City represents and warrants that it intends to, and does hereby, contract with all other Member Cities listed in Appendix "A ", and any new members admitted to the Authority pursuant to Article XVII. Each Member City also represents and warrants that the withdrawal or expulsion of any Member City, pursuant to Article XIV or XV, shall not relieve any Member City of its rights, obligations, or duties under this Agreement. ARTICLE V. GOVERNING BOARD. The Authority shall be governed by a Governing Board comprised of one Representative from each Member City. The City Council of each Member City shall appoint a member of the City Council as the Member City's Representative to the Governing Board. Each Member City shall also designate an alternate Representative and may designate a substitute alternate Representative. The alternate Representative and the substitute alternate Representative, if appointed, may be a staff officer(s) of the Member City. Each Representative to the Governing Board has one vote. Either the alternate Representative or substitute alternate Representative, if appointed, may vote at meetings of the Governing Board in the absence of the Member City's Representative. Immediately upon admission of a new Member City pursuant to Article XVII, the Member City shall be entitled to appoint to the Governing Board a Representative and an alternate Representative and, if desired, a substitute alternate Representative. The Member City Representative and /or alternate Representative or substitute alternate Representative shall be removed from the Governing Board upon the occurrence of any one of the following events: (1) the Authority receives a written notice from the appointing Member City of the removal of the Member City Representative or alternate Representative or substitute alternate Representative; (2) the expulsion or withdrawal of the Member City from this Agreement; (3) the death or resignation of the Member City Representative; (4) the Authority receives the written notice from the Member City that the Member City Representative is no longer a member of the City Council of the Member City. The Member City Representative and the alternate Representative, or substitute alternate Representative, if appointed, are not entitled to compensation. The Governing Board may authorize reimbursement of expenses incurred by the Member City Representative, or the alternate Representative, or substitute alternate Representative. Pursuant to Government Code Section 6505.6, the Authority shall designate an officer or employee, or officers and employees, to receive, deposit, invest, and disburse the property of the Authority pursuant to Government Code Sections 6505 and 6505.5. The Authority shall fix the amount of the fidelity bond to be filed by such public officer(s) and/or employee(s). 18458.4 000602 -9000 8/18/98 - 4 : 2 1 PM - 4 - 0 ARTICLE VI. BOARD MEETINGS AND RECORDS. A. Regular Meetings. The Governing Board shall hold at least one regular meeting each quarter of each year. The Governing Board shall fix by resolution the date upon which, and the hour and place at which, each regular meeting is to be held. B. Ralph M. Brown Act. Each meeting of the Governing Board, including without limitation, regular, adjourned regular, and special meetings shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act (Section 54950 et. seq. of the Government Code). C. Minutes. Minutes of regular, adjourned regular, and special meetings of the Authority shall be kept by the Secretary. As soon as possible after each meeting, the Secretary shall forward to each Governing Board member and each City Clerk copies of the minutes. D. Quorum. A majority of the members of the Governing Board is a quorum for the transaction of business. However, less than a quorum may adjourn from time to time. A vote of the majority of a quorum at a meeting is sufficient to take action. ARTICLE VII. The Governing Board shall elect a president and vice - president from among its members at its first meeting. Thereafter, in the last meeting in each succeeding fiscal year, the Governing Board shall elect a president and a vice - president. Each officer shall assume the duties of his office upon election. If either the president or vice - president cease to be a member, the resulting vacancy shall be filled at the next regular meeting of the Governing Board held after the vacancy occurs. In the absence or inability of the president to act, the vice - president acts as president. The president shall preside at and conduct all meetings of the Governing Board. The Governing Board shall appoint a secretary and a treasurer of the Authority who may, but need not be, a member of the Governing Board. The Governing Board may appoint such other officers as it considers necessary. ARTICLE YLl• POWERS. The Authority shall have the powers common to its Member Cities and is authorized, in its own name, to do all acts necessary to exercise such common powers to fulfill the purposes of this Agreement referred to in Article II including, but not limited to, each of the following: A. Finance through the issuance of Certificates of Participation, or other instruments of indebtedness, self- insurance reserve funds necessary or convenient for the implementation of this Agreement. B. Incur debts, liabilities, and obligations. 18458.4 000602 -9000 8/18/98 - 4 : 2 1 PM - 5 - 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, maintain, or operate buildings, works, or improvements. H. Lease real or personal property, including that of a Member City. I. Receive, collect, and disburse monies. J. Invest money in the treasury of the Authority in the same manner and on the same conditions as local agencies pursuant to Government Code Section 53601. K. Exercise all other powers necessary and proper to carry out the provisions of this Agreement. L. Develop and implement Risk Management Programs. M. Jointly purchase for the benefit of Member Cities, insurance, excess insurance, reinsurance, and enter into agreements for the benefit of Member Cities, for the purpose of transferring risk of loss to commercial insurers or reinsurers or other insurance pools. ARTICLE IX. RISK MANAGEMENT PROGRAMS. The Governing Board shall by resolution establish a Risk Management Program for each Coverage Program implemented by the Authority. Each Member City which elects to participate in a Risk Management Program will automatically become a member of that Risk Management Program. No Risk Management Program shall become operational, or possess any authority, until the proposed Risk Management Program By -Laws have been approved by the Governing Board. The voting on the approval of By -Laws shall be restricted to members of the Governing Board representing cities which are members of the particular Risk Management Program . A two- thirds vote of these members is required for approval of the By -Laws. On approval of the By -Laws, the various Risk Management Programs shall become operational and will have all of the powers specifically delegated to them by the Governing Board. When entering into any transactions authorized by the Governing Board, the Risk Management Program shall use the Risk Management Program title and refer to the Authority, i.e. a contract entered into by the Workers' Compensation Risk Management Program of the Independent Cities Risk Management Authority. 18458.4 000602 -9000 8/18/98 - 4 : 2 1 PM - 6 - 0 0 ARTICLE X. MEMBER CITY RESPONSIBILITIES. Each Member City participating in a Risk Management Program shall have the following responsibilities: A. To appoint or remove its member of the Governing Board as set forth in Article V. B. To appoint or remove its member to the Risk Management Program(s) . C. To approve amendments to this Agreement as set forth in Article XX. The Governing Board shall adopt an annual budget as soon as possible for the first Fiscal Year and not later than thirty days prior to the beginning of each Fiscal Year thereafter. ARTICLE CX_II. ANNUAL AUDIT AND REVIEW. The Governing Board shall cause an annual financial audit of the accounts and records to be made by a Certified Public Accountant in compliance with California Government Code Sections 6505 and 6505.5 or 6505.6 with respect to all receipts, disbursements, other transactions, and entries into the books of the Authority. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Government Code Section 26909 and shall conform to generally accepted auditing standards. A report of each audit shall be filed as a public record with each of the Member Cities and also with the county auditor of the county in which each of the Member Cities is located. The report shall be filed within twelve months of the fiscal year under examination. The Authority shall pay all costs of such financial audits. ARTICLE X_III. ESTABLISHMENT •\l ND ADMINISTRATION OF FUNDS. Funds of the Authority may be commingled for investment and administration purposes. However, each Risk Management Program shall be accounted for separately on a full accrual basis. Warrants shall be drawn to pay demands against the Authority. Said warrants shall be signed by both the President, Secretary or Treasurer and an agent, employee or general manager of the Authority. The coverage for each Program Year of each Risk Management Program shall be as specified in the Memorandum of Coverage or policies of insurance for that Program Year of the Risk Management Program. Subject to approval by the Governing Board, which approval shall not be unreasonably withheld, each Member City shall have the ability to determine in which Risk Management Program(s) it wishes to participate. 18958.9 000602 -9000 B /18/98 - 9 : 2 1 PM - 7 - 0 ARTICLE XIV. WITHDRAWAL. 0 A. Any Member City which enters a Risk Management Program may withdraw from that Risk Management Program subject to the terms and conditions as set forth in the By- Laws of that particular Risk Management Program . B. A Member City is no longer a party to this Agreement upon its withdrawal from all of the Authority's Risk Management Programs. C. Any Member City which withdraws as a participant from any Risk Management Program pursuant to Section A of this Article shall not be permitted to renew participation in that Risk Management Program until the expiration of three years from the date of the Member City's withdrawal. ARTICLE XV. EXPULSION. The Governing Board may expel any Member City from a Risk Management Program at any time for material breaches of this Agreement or the Risk Management Program By- Laws. Such expulsion must be approved by the Governing Board members representing Member Cities in that Risk Management Program or by the vote requirements for expulsion specified in the By -Laws. The withdrawal or expulsion of any Member City after the inception of its participation in a Risk Management Program shall not terminate its responsibility for the years that the Member City participated in any Risk Management Program. ARTICLE XVI. TERMINATION. This Agreement shall continue until terminated. However, it cannot be terminated until such time as all principal for the Certificates of Participation shall have been retired. Thereafter, this Agreement may be terminated by vote or written consent of two- thirds of the Member Cities provided, however, that this Agreement and the Authority shall continue to exist for the purposes of disposing all claims, the distribution of assets, and any other functions necessary to conclude the affairs of the Authority. Upon termination of this Agreement, all assets of the Authority shall be distributed only among the Member Cities that have been participants in its Risk Management Programs, including any of those Member Cities which previously withdrew or were expelled pursuant to Articles XIV and XV of this Agreement, in accordance with and proportionate to their net premium payments made during the term of this Agreement. The Governing Board shall determine such distribution within six months after the last claim covered by this Agreement has been finalized. The Governing 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 those Member Cities which were Risk Management Program participants at the time of any particular occurrence which was covered or alleged to be 18458.4 000602 -9000 B/18/98 - 4 : 2 1 PM - O - 0 0 covered under the Memorandum(s) of Coverage or policies of insurance to pay their share of any additional amount of premium deemed necessary by the Governing Board for the final disposition of all claims and expenses associated with such loss. ARTICLE XVII. NEW MEMBERS. With the approval of two- thirds of the Governing Board, any qualified city may become a party to this Agreement. Continuing or new membership is restricted to cities which are members of the Independent Cities Association and are located in the State of California. A city requesting membership shall apply by presenting to the Authority a resolution of the City Council approving this Agreement, as amended, and the individual Risk Management Program By -Laws that the city intends to join. The date that the applying city will become a Member City will be determined by the Governing Board. ARTICLE XVIII. LIABILITY OF THE AUTHORITY. Each Member City agrees to indemnify and save the Authority and all other Member Cities harmless from and against all claims, losses, and damages, including legal fees and expenses, arising out of any breach or default on the part of such Member City in performance of any of its obligations under this Agreement, or any act or negligence of such Member City or any of its agents, contractors, servants, employees or licensees with respect to this Agreement. No indemnification is made under this Section for claims, losses or damages, including legal fees and expenses, arising out of the willful misconduct, negligence or breach of duty under this Agreement by the Authority or a Member City or their officers, employees, agents or contractors. The Representatives to the Governing Board and to each of the Risk Management Programs and any officer, employee, contractor, or agent of the Authority shall use ordinary care and reasonable diligence in the exercise of their power and in the performance of their duties under this Agreement. Funds of the Authority may be used to defend, indemnify, and hold harmless the Authority and any member of the Governing Board, any member of a Risk Management Program , and any employee of the Authority for their actions taken within the scope of their duties while acting on behalf of the Authority. Nothing herein shall limit the right of the Authority to purchase insurance to provide such coverage as is hereinabove set forth. ARTICLE XI X. NOTICES. Notices under this Agreement shall be sufficient if delivered to the office of the City Clerk of the Member Cities. ARTICLE XX. AMENDMENTS TO THIS AGREEMENT AND PROGRAM BY -LAWS. This Agreement may be amended at any time by vote of two- thirds of the Member Cities acting through their City Council. Amendments to the individual Risk Management Program By -Laws require two -third vote of the Governing Board members representing 18458.4 000602 -9000 6/18/98 - 4:21 PM - J - 0 0 cities which are members of that Risk Management Program . ARTICLE XXI. SEVERABILITY. Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions shall not be affected thereby. ARTICLE XXIL AGREEMENT COMPLETE. The foregoing constitutes the full and complete Agreement of the parties. There are no oral understandings or agreements not set forth in writing herein. ARTICLE XXIII. TERM OF AGREEMENT. This amended Agreement shall become effective upon the Authority receiving notice of the approval by the City Council of two- thirds of the Member Cities. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. City of 414 it'615U By X Title �A Executed before me this / / =r day Of 4pr % 199 (City Seal) Clerk City of 18458.4 000602 -9000 8/18/98 - 4:21 PM _10- 0 0 INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY MEMBER CITIES 1. Alhambra 2. Arcadia 3. Azusa 4. Baldwin Park 5. Bell 6. Chino 7. Colton 8. Culver City 9. Downey 10. El Monte 11. El Segundo 12. Fullerton 13. Gardena 14. Glendora 15. Hawthorne 18458.4 000602 -9000 8/18/98 - 4:21 PM - 11 - 16. Hermosa Beach 17. Huntington Park 18. Indio 19. Inglewood 20. Lynwood 21. Manhattan Beach 22. Monrovia 23. Monterey Park 24. Redondo Beach 25. San Fernando 26. South Gate 27. Upland 28. Vernon 29. West Covina 30. Whittier O 3 L p'/ U . RESOLUTION NO. 6010 i 4-v t o / o RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA AMENDING THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY ( ICRMA) JOINT EXERCISE OF'POWERS AGREEMENT TO AUTHORIZE A MEMBER CITY TO APPOINT A SUBSTITUTE ALTERNATE REPRESENTATIVE TO THE GOVERNING BOARD WHEREAS, the City of Arcadia is a member of the Independent Cities Risk Management Authority ( "ICRMA "), a Joint Powers Authority created pursuant to the provisions of the California Government Code; and WHEREAS, the City of Arcadia is a signatory to the Joint Powers Agreement which governs the operation of ICRMA and establishes the membership of its Governing Board; and WHEREAS, the City of Arcadia desires to approve an amendment to the Joint Powers Agreement to authorize the appointment of a substitute alternate representative to the Governing Board should a Member City desire to do so; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA DOES HEREBY FIND, DETERMINE, AND DECLARE AS FOLLOWS: SECTION 1. This City Council does approve an amendment to Article V. of the Joint Powers Agreement, as amehded, to read as follows: The Authority shall be governed by a Governing Board comprised of one Representative from each Member City. The City Council of each Member City shall appoint a member of the City Council as the Member City's Representative to the Governing Board. Each Member City shall also designate an alternate Representative and may designate a substitute alternate. The alternate and the substitute alternate Representative, if appointed, may be staff officer(s) of the Member City. Each Representative of the Governing Board has one vote. Either the alternate or substitute Representative, if appointed, may vote at meetings of the Governing Board in the absence of the Member City's Representative. Immediately upon admission of a new Member City pursuant to Article XVII, the Member City shall be entitled to appoint to the Governing Board a Representative and 'an alternate Representative and, if desired, a substitute alternate Representative. LASER IMAGED A Representatoafor alternate or substitute alteA loresentative shall be removed from the Governing Board upon the occurrence of any one of the following events:. (1) the Authority receives a written notice from the appointing Member City of the removal of the Representative or alternate or substitute alternate Representative; (2) the expulsion or withdrawal of the Member City from this Agreement; (3) the death or resignation of the Representative; (4) the Authority receives the written notice from the Member City that the Representative is no longer a member of the City Council of the Member City. Representatives and their alternates, or substitute alternates, if appointed, are not entitled to compensation. The Governing Board may authorize reimbursement of expenses incurred by the Representative, or their alternates, or substitute alternates. Pursuant to Government Code Section 6505.6, the Authority shall designate an officer or employee, or officers and employees, to receive, deposit, invest, and disburse the property of the Authority pursuant to Government Code Sections 6505 and 6505.5. The Authority shall fix the amount of the fidelity bond to be filled by such public officer(s) and/or employee(s). SECTION 2. That the City Clerk shall certify to the adoption of this Resolution and that a certified copy of this Resolution shall be provided to the General Manager of the ICRMA. Passed, approved and adopted this 16th day of September 1997. /s/ GARY A. KOVACIC Mayor, the City of Arcadia fPro Tem ATTEST: /S/ JUNE D. ALFORD City Clerk of the City of Arcadia APPROVED AS TO FORM: City Attomey of the City of Arcadia STATE OF CALIFORNIA ) - COUNTY OF LOS ANGELES) SS: CITY OF ARCADIA ) I, NNE D. ALFORD, City Clerk of the City of Arcadia, hereby certify that the foregoing Resolution No. 6010 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor Pro Tern and attested to by the City Clerk at a regular meeting of said Council held on the 16th day of September, 1997 and that said Resolution was adopted by the following vote, to wit: AYES: Councilmember Chang, Kovacic, Kuhn and Young NOES: None ABSENT: Mayor Harbicht l51 JUNE D. ALFORD City Clerk of the City of Arcadia 3 RESOLUTION NO. 5615 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA PROVIDING FOR THE ADMITTANCE OF THE CITY OF FULLERTON TO MEMBERSHIP IN THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY WHEREAS, the City of Arcadia (the "City ") as a municipality duly organized and existing under the Constitution and laws of the State of California ( "State "); and WHEREAS, the Cities of Alhambra, Arcadia, Azusa, Baldwin Park, Bell, Colton, Costa Mesa, Culver City, Downey, E1 Monte, E1 Segundo, Gardena, Glendora, Hawthorne, Hermosa Beach, Huntington Park, Indio, Inglewood, Lynwood, Manhattan Beach, Monrovia, Monterey Park, Redondo Beach, San Fernando, South Gate, Upland, Vernon, West Covina and Whittier, California, have joined together to form the Independent Cities Risk Management Authority ( "Authority "); and WHEREAS, the City of Fullerton has applied for membership in the Authority with its approval to membership contingent upon approval by the existing member cities, its compliance with' the provisions of the Independent Cities Risk Management Authority Joint Powers Agreement ( "Joint Powers Agreement ") and the conditions of admittance as determined by the Independent Cities Risk Management Authority Board ( "the Board "); WHEREAS, the Board has approved Fullerton's admittance to membership in the authority; and WHEREAS, this City Council is of the view that admitting additional qualified members to membership in the Authority, benefits this City and all members of the Authority; LASER IMAGED NOW, THEREFORE, be it resolved by the City Council of the City of Arcadia as follows: 1. Approval to Membership of the City of Fullerton The City approves the amendment to the Joint Powers Agreement to admit the City of Fullerton membership in the Authority subject to all conditions of admittance as determined by the Board. 2. Effective Date. This resolution shall take effect upon its adoption. Passed, approved and adopted this 20th day of August, 1991. /s/ CHARLES E. GILB MAYOR OF THE CITY OF ARCADIA ATTEST: !S/ JUNE D. ALFORD CITY CLERK OF THE CITY OF ARCADIA LASER 10GEQ r STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS: CITY OF ARCADIA ) I, JUNE D. ALFORD, City Clerk of the City of Arcadia, hereby certify that the foregoing Resolution No. 5615 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 20th day of August, 1991 and that said Resolution was adopted by the following vote, to wit: AYES: Councilmember Ciraulo, Fasching, Harbicht, Young and Gilb NOES: None ABSENT: None /S/ JUNE D. ALFORD City Clerk of the City of Arcadia 11 LASER IMAGF -r INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT FOR INSURANCE AND RISK MANAGEMENT PURPOSES ICRXR07 -10 -91 LASER IMAGED , i • AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT FOR INSURANCE AND RISK MANAGEMENT PURPOSES This agreement is executed by and among Municipal Corporations, hereafter referred to as Member Cities, organized and existing under the laws of the State of California which are signatory to this Agreement and listed in Appendix "A ", which is attached hereto and made a part of. This Agreement, dated July 10, 1990, amends the Joint Exercise of Powers Agreement For Insurance and Risk Management Purposes dated April 18, 1990. RECITALS This Agreement is predicated upon the following facts: A. The Member Cities are Municipal Corporations organized and operating under the laws of the State of California. B. The following State laws, among others, authorize the Member Cities to enter into this Agreement: 1. Labor Code Section 3700, allowing a city to fund its own Workers' Compensation claims; 2. Government Code Section 990, permitting a city to insure itself against tort or inverse condemnation,liability; 3. Government Code Section 990.4, permitting a city to provide insurance and self- insurance in any desired combination; 4. Government Code Section 990.6, permitting the proper costs for self- insurance to be charged against each city and authorizing the Governing Board to make premium payments for such coverage in 'an amount such Governing Board determines to be necessary to provide such coverage; 5. Government Code Section 990.8, permitting two or more cities to enter into an agreement to jointly fund such expenditures under the authority of Government Code Sections 6500 -6515; 6. Government Code Section 6500 -6515, permitting two or more cities to jointly exercise under an agreement any power which is common to each of them. NOW, THEREFORE, for and covenants, and agreements agree as follows: in consideration of the mutual benefits, set forth in this Agreement, the parties - 1 - 'tIQA F t_ASER 1MAG 0 L] ARTICLE I. CREATION OF THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY. Pursuant to Article I (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, the parties hereto hereby create a public entity separate and apart from the parties to this Agreement, to be known as the Independent Cities Risk Management Authority, hereinafter referred to as the "Authority ". 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 to this Agreement. A Member City may separately contract for or assume responsibility for specific debts, liabilities, or obligations of the Authority. Pursuant to and to the extent required by Government Code Section 6509, the Authority shall be restricted in the exercise of its powers in the same manner as the City of Manhattan Beach is restricted in its exercise of similar powers provided that, if the City of Manhattan Beach shall cease to be a Member City, then the Authority shall be restricted in the exercise of its power in the same manner as the City of San Fernando. ARTICLE II. PURPOSE. The purpose of creating this Authority is to exercise the powers of the Member Cities to jointly accomplish the following: A. Develop effective Risk Management Programs to reduce the amount and frequency of their losses. B. Develop Risk Management Programs of insurance to protect Member Cities from the effects of catastrophic or unexpected losses. Such programs shall include, but not be limited to, coverages for losses arising out of Tort Liability, Workers' Compensation, Health Benefits, and the ownership or use of real or personal property. C. Design Risk Management Programs of the Authority on a pooled or self- funded basis whereby the cities share some portion, or all, of the costs of the program losses. D. Jointly purchase insurance, excess insurance, or reinsurance for the purpose of transferring risk of loss to commercial insurers. E. Assist Member Cities to secure a long -term financial base from the issuance of Certificates of Participation. The revenues generated from the Certificates of Participation will be used for the purpose of establishing and maintaining sufficient unencumbered financial reserves, thereby enabling the Authority to provide adequate protection to Member Cities against catastrophic, or greater than expected, claims, and to attract major reinsurers for the purpose of transferring risk. - 2 LASER IMAGED ' � 5 F. Jointly secure administrative and other services including, but not limited to, underwriting, risk management, loss prevention, claims adjusting, data processing, brokerage, accounting, and legal services when related to any of the other purposes. ARTICLE III. DEFINITIONS The following definitions shall apply to the provisions of this Agreement and the By -Laws of the Risk Management Committee: A. "Agreement" shall mean this Agreement creating the Independent Cities Risk Management Authority. B. "Board" or "Governing Board" shall mean the governing body of the Authority. C. "By -Laws" shall mean the rules governing the management of each risk by the individual Risk Management Committee. D. "Claim(s)" shall mean demand(s) made against the Member Cities arising out of occurrences which are covered or alleged to be covered by the Authority's Memorandums of Coverage, or policies of insurance. E. "Fiscal Year" shall mean the period of time from the date of this Agreement to June 30, 1986, and thereafter ending on June 30 each following year. F. "ICRMA" shall mean the Independent Cities Risk Management Authority created by this Agreement. G. "Insurance" shall mean insurance purchased by the Authority to cover losses for its Member Cities. H. "Member City" shall mean any Municipal Corporation or any Joint Powers Authority, whose membership consists only of Municipal Corporations, which is a party to this Agreement and is participating in one or more -Risk Management Committees. I. "Memorandum of Coverage" shall mean the document or documents issued by the Authority specifying the types of coverages and limits provided to the Member Cities. J. "Program Year" shall mean a period of time determined, usually twelve months, in which each program shall be segregated for ease in determining coverage premiums. R. "Participation" or "Participating" shall mean a Member City has elected to jointly participate in the management of a specific risk and is a member of that Risk Management Committee. L. "Risk Management" shall mean the process of identifying, evaluating, reducing, transferring, and eliminating risks. Risk management includes various methods of funding claims 3 LASER 1MAGEt? , y 3 0 9 payments, purchasing insurance, legal defense of claims, controlling losses, and determining self- insured retention levels and the amount of reserves for potential claims. M. "Risk Management Committee" shall mean those Committees created by the Authority to manage specific Risk Management Programs, i.e. "Liability Risk Management Committee ". N. "Risk Management Program" shall mean the programs of risk sharing, insurance, and risk management services established by the Authority and managed by the Risk Management Committee. ARTICLE IV. PARTIES To AGREEMENT. Each Member City represents and warrants that it intends to, and does hereby, contract with all other Member Cities listed in Appendix "A", and any new members admitted to the Authority pursuant to Article XVII. Each Member City also represents and warrants that the withdrawal or expulsion of any Member City, pursuant to Article XIV or XV, shall not relieve any Member City of its rights, obligations, or duties under this Agreement. ARTICLE V. GOVERNING BOARD. The Authority shall be governed by a Governing Board comprised of one Representative from each Member City. The City Council of each Member City shall appoint a member of the City Council as the Member City's Representative to the Governing Board. Each Member City shall also designate an alternate Representative. The alternate Representative may be a staff officer of --the Member City. Each Representative of the Governing Board has one vote. The alternate Representative may vote at meetings of the Governing Board in the absence of the Member City's Representative. Immediately upon admission of a new Member City pursuant to Article XVII, the Member City shall be entitled to appoint a Representative and alternate Representative to the Governing Board. A Representative and /or alternate Representative shall be removed from the Governing Board upon the occurrence of any one of the following events: (1) the Authority receives written notice from the appointing Member City of the removal of the Representative of alternate Representative; (2) the expulsion or withdrawal of the Member City from this Agreement; (3) the death or resignation of the Representative; (4) the Authority receives the written notice from the Member City that the Representative is no longer a member of the City Council of the Member City. Representatives and their alternate compensation. The Governing Board may expenses incurred by Representatives, or - 4 - s are not entitled to authorize reimbursement of their alternates. LASER IMAGED 1 Pursuant to Government Code Section 6505.6, the Authority shall designate an officer or employee, or officers and employees, to receive, deposit, invest, and disburse the property of the Authority pursuant to Government Code Sections 6505 and 6505.5. The authority shall fix the amount of the fidelity bond to be filed by such public officer(s) and /or employee(s). ARTICLE VI. BOARD MEETINGS AND RECORDS. A. Regular Meetings. The Governing Board shall hold at least one regular meeting each quarter of each year. The Governing Board shall fix by resolution the date upon which, and the hour and place at which, each regular meeting is to be held. B. Ralph M. Brown Act. Each meeting of the Governing Board, including without limitation regular, adjourned regular, and special meetings shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act (Section 54050 et. seq. of the Government Code). C. Minutes. The Authority shall have minutes of regular, adjourned regular, and special meetings kept by the Secretary. As soon as possible after each meeting, the Secretary shall forward to each Governing Board member and each City Clerk copies of the minutes. D. Quorum. A majority of the members of the Governing Board is a quorum for the transaction of business. However, less than a quorum may adjourn from time to time. A vote of the majority of a quorum at a meeting is sufficient to take action. ARTICLE VII. OFFICERS. The Governing Board shall elect a president and vice - president from among its members at its first meeting. Thereafter, in the last meeting in each succeeding fiscal year, the Governing Board shall elect a president and a vice- president. Each officer shall assume the duties of his office upon election. If either the president or vice- president cease to be a member, the resulting vacancy shall be filled at the next regular meeting of the Governing Board held after the vacancy occurs. In the absence or inability of the president to act, the vice - president acts as president. The president shall preside at and conduct all meetings of the Governing Board. The Governing Board shall appoint a secretary and a treasurer of the Authority who may, but need not be, a member of the Governing Board. The Governing Board may appoint such other officers as it considers necessary. ARTICLE VIII. POWERS. The Authority shall have the powers common to its Member Cities and is authorized, in its own name, to do all acts necessary to exercise such common powers to fulfill the purposes of this Agreement referred to in Article II including, but not limited to, each of the following: - 5 - LASER IMAGED 1.63 0 9 A. Finance through the issuance of Certificates of Participation, or other instruments of indebtedness, self- insurance reserve funds necessary or convenient for the implementation of this Agreement. B. Incur debts, liabilities, and obligations. 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, maintain, or operate buildings, works, or improvements. H. Lease real or personal property, including that of a Member City. I. Receive, collect, and disburse monies. J. Invest money in the treasury of the Authority in the same manner and on the same conditions as local agencies pursuant to Government Code Section 53601. K. Exercise all other powers necessary and proper to carry out the provisions of this Agreement. L. Develop and implement Risk Management Programs.' M. Jointly purchase for the benefit of Member Cities, insurance, excess insurance, reinsurance, and enter into agreements for the benefit of Member Cities, for the purpose of transferring risk of loss to commercial insurers or reinsurers or other insurance pools. ARTICLE I %. RISK MANAGEMENT COMMITTEES. The Governing Board shall by resolution establish a Risk Management Committee for each Risk Management Program implemented by the Authority. Each Member City which elects to participate in a Risk Management Program will automatically become a member of that Risk Management Committee. Each created committee shall not become operational, or possess any authority, until their proposed By -Laws have been approved by the Governing Board. The voting on the approval of By -Laws shall be restricted to members of the Governing Board representing cities who are members of the particular Risk Management Committee. A two- thirds vote of these members is required for approval of the By -Laws. On approval of the By -Laws, the various Risk Management 6 - LASER IMAGED a . 0 • Committees shall become operational and will have all of the powers specifically delegated to it by the Governing Board. When entering into any transactions authorized by the Governing Board, the committee shall use the committee title and refer to the Authority, i.e. a contract entered into by the Workers' Compensation Risk Management Committee of the Independent Cities Risk Management Authority. ARTICLE R. MEMBER CITY RESPONSIBILITIES. Each Member City participating in a Risk Management Program shall have the following responsibilities: A. To appoint or remove its member of the Governing Board as set forth in Article V. B. To appoint or remove its member to the Committee. C. To approve amendments to this Agreement Article XX. ARTICLE RI. BUDGET. Risk Management as set forth in The Board shall adopt an annual budget as soon as possible for the first Fiscal Year and not later than thirty days prior to the beginning of each Fiscal Year thereafter. The Governing Board shall cause an annual financial audit of the accounts and records to be made by a Certified Public Accountant in compliance with California Government Code Sections 6505 and 6505.5 or 6505.6 with respect to all receipts, disbursements, other transactions, and entries into the books of the Authority. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Government Code Section 26909 and shall conform to generally accepted auditing standards. A report of each audit shall be filed as a public record with each of the Member Cities and also with the county auditor of the county in which each of the contracting parties is located. The report shall be filed within twelve months of the fiscal year under examination. The Authority shall pay all costs of such financial audits. ARTICLE RIII. ESTABLISHMENT AND ADMINISTRATION OF FUNDS. Funds of the Authority may be comingled for investment and administration purposes. However, each Risk Management Program shall be accounted for separately on a full accrual basis. Warrants shall be drawn to pay demands against the Authority. Said warrants shall be- signed by both the President, Secretary or Treasurer and an agent, employee or general manager of the Authority. 7 LASER IMAGED T70 The coverage for each Program Year of each Risk Management Program shall be as specified in the Memorandum of Coverage or policies of insurance for that Program Year of the Risk Management Program. Subject to approval by the Governing Board, which approval shall not be unreasonably withheld, each Member City shall have the ability to determine in which Risk Management Program it wishes to participate. A. Any Member City which enters a Risk Management Program may withdraw from that Risk Management Program subject to the terms and conditions as set forth in the By -Laws of that particular Risk Management Committee. B. A Member City is no longer a party to this Agreement upon its withdrawal from all of the Authority's programs. C. Any Member City which withdraws as a participant of any Risk Management Program pursuant to Section B of this Article shall not be permitted to renew participation in that Risk Management Program until the expiration of three years from the date of the Member City's withdrawal. The Governing Board may expel any Management Program at any time for Agreement or the By -Laws. Such expul Governing Board members representing Management Program or by the vote specified in,the By -Laws. Member City from a Risk material breaches of this sion must be approved by the Member Cities in that Risk requirements•, for expulsion The withdrawal or expulsion of any Member City after the inception of its participation in the Risk Management Program shall not terminate its responsibility for the years that the Member City participated in any Risk Management Program. PA 1�4 4A�K 0 • This Agreement shall continue until terminated. However, it cannot be terminated until such time all principal for the Certificates of Participation shall have been retired. Thereafter, this Agreement may be terminated by vote or written consent of two - thirds of the Member Cities provided, however, that this Agreement and the Authority shall continue to exist for the purposes of disposing all claims, the distribution of assets, and any other functions necessary to conclude the affairs of the Authority. Upon termination of this Agreement, all assets of the Authority shall be distributed only among the parties that have been participants in its Risk Management Programs, including any of those parties which previously withdrew or were expelled pursuant to Articles of this Agreement, in accordance with and proportionate - S - LASER IMAGED 1 . 'I to their net premium payments made during the term of this Agreement. The Governing Board shall determine such distribution within six months after the last claim covered by this Agreement has been finalized. The Governing 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 those Member Cities which were Risk Management Program participants at the time of any particular occurrence which was covered or alleged to be covered under the Memorandum(s) of Coverage or policies of insurance to pay their share of any additional amount of premium deemed necessary by the Governing Board for the final disposition of all claims and expenses associated with such loss. s_ ;u_ Y With the approval of two - thirds of the Governing Board, any qualified city may become a party to this Agreement. Continuing or new membership is restricted to cities who are members of the Independent Cities Association and are located in the State of California. A city requesting membership shall apply by presenting to the Authority a resolution of the City Council's approval of the Joint Exercise of Powers Agreement and the individual Risk Management Committee By -Laws that the city intends to join. The date that the applying city will become a Member City will be determined by the Governing Board. Each Member City agrees to indemnify and save the Authority and all other Member Cities harmless from and against all claims, losses, and damages; including legal fees and expenses, arising out of any breach or default on the part of such Member City in performance of any of its obligations under this Agreement, or any act or negligence of such Member City or any of its agents, contractors, servants, employees or licensees with respect to this Agreement. No indemnification is made under this Section for claims, losses or damages, including legal fees and expenses, arising out of the willful misconduct, negligence or breach of duty under this Agreement by the Authority or a Member City or their officers, employees, agents or contractors. The Representatives to the Governing Board and to each of the Risk Management Committees and any officer, employee, contractor, or agent of the Authority shall use ordinary care and reasonable diligence in the exercise of their power and in the performance of their duties under this Agreement. Funds of the Authority may be used to defend, indemnify, and hold harmless the Authority and any member of the Governing Board, any member of the Risk Management Committee, and any employee of the Authority for their actions taken within the scope of their duties - 9 - LASER IMAGED f'? 0 9 while acting on behalf of the Authority. Nothing herein shall limit the right of the Authority to purchase insurance to provide such coverage as is hereinabove set forth. ARTICLE RI R. NOTICES. Notices under this Agreement shall be sufficient if delivered to the office of the City Clerk of the Member Cities. ARTICLE RR. AMENDMENTS TO THIS AGREEMENT AND COMMITTEE BY -LAWS. This Agreement may be amended at any time by vote of two - thirds of the Member Cities acting through their City Council. Amendments to the individual Risk Management Committee By -Laws require two -third vote of the Governing Board members representing cities who are members of that Risk Management Committee. Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions shall not be affected thereby. The foregoing constitutes the full and complete Agreement of the parties. There are no oral understandings or agreements not set forth in writing herein. vY. * i This amended Agreement shall become effective upon the Authority receiving notice of the approval by the City Council of two - thirds of the Member Cities. - to - LASER iMAGF 0 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. Executed before me this City of day of City Clerk City of By Title 199 - 11 - (City Seal) LASER IMAGED ", .� 1 INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY MEMBER CITIES 1. Alhambra 16. Hermosa Beach 2. Arcadia 17. Huntington Park 3. Azusa 18. Indio 4. Baldwin Park 19. Inglewood 5. Bell 20. Lynwood 6. Colton 21. Manhattan Beach 7. Costa Mesa 22. Monrovia 8. Culver City 23. Monterey Park 9. Downey 24. Redondo Beach 10. E1 Monte 25. San Fernando 11. E1 Segundo 26. South Gate 12. Fullerton 27. Upland 13. Gardena 28. Vernon 14. Glendora 29. West Covina 15. Hawthorne 30. Whittier 12 - L 360 -/0 /�j 5 SSSG s RESOLUTION NO. 5556 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA APPROVING AN AMENDMENT TO THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY JOINT POWERS AGREEMENT TO PROVIDE FOR THE ADMITTANCE TO MEMBERSHIP OF THE CITIES OF COSTA MESA, EL SEGUNDO, UPLAND AND DESIGNATING CITY REPRESENTATIVES WHEREAS, the City of Arcadia (the "City,,) is a municipality duly organized and existing under the Constitution and laws of the State of California (the "State "), WHEREAS, the Cities of Alhambra, Arcadia, Azusa, Baldwin Park, Bell, Colton, Culver City, Downey, El Monte, Gardena, Glendora, Hawthorne, Hermosa Beach, Huntington Park, Indio, Inglewood, Lyndwood, Manhattan Beach, Monterey Park, Monrovia, Redondo Beach, San Fernando, South Gate, Vernon, West Covina and Whittier, California are the current members of the Independent Cities risk Management Authority ( "ICRMA"); WHEREAS, the Cities of Costa Mesa, E1 Segundo, and Upland, California, have applied for membership in ICRMA and such membership is contingent upon approval by the existing member cities, compliance with the provisions of the Independent Cities Risk Management Authority Joint Powers Agreement and the conditions of admittance as determined by the governing board of ICRMA; and WHEREAS, this City Council is of the view that permitting additional qualified members to membership in ICRMA benefits this City and all of the member cities; NOW, THEREFORE, be it resolved by the City Council of the City of Arcadia as follows: - 1 - 5556 LASER IMAGED SECTION 1. Approval of Amendments to the Joint Powers r` Agreement. Article III, H. of the Joint Powers Agreement is amended to read as follows: "Member City" shall mean any Municipal Corporation or any Joint Powers Authority the membership of which consists only of Municipal Corporations, which is a party to this agreement and is participating in one or more Risk Management Committees. The second paragraph of Article XIII shall be amended to read as follows: Warrants shall be drawn to pay demands against the Authority. Said warrants shall be signed by both the President, Vice President or Treasurer of the Authority and an agent, employee or general manager of the Authority. SECTION 2. Approval of Amended Joint Powers Agreement The amendment to the Independent Cities Risk Management Authority Joint Powers Agreement to admit into membership the Cities of Costa Mesa, E1 Segundo, and Upland, California, provided that these new cities comply with all conditions of admittance as determined by the governing board of ICRMA, is hereby approved. SECTION 3. City Representation, Robert C. Harbicht, the Council Member of this City and James S. Dale, Finance Director of this City, previously designated by this Council as the City's representative and alternate, respectively, to the Independent Cities Risk Management Authority governing Board and to the Liability Risk Management Committee are hereby confirmed and designated as the City's delegate to the Independent Cities Risk Management Authority Governing Board for all purposes of representing the City's interest and exercising the authority of the City with respect to the Coverage and the program and voting - 2 - 5556 LASER IMAGED f on behalf of the City on all matters delegated to the Governing Board and signing such amendments as are contemplated to be approved by the Governing Board and such individuals shall keep this Council informed of such matters on a timely basis. SECTION 4. Effective Date This resolution shall take effect immediately upon its adoption. SECTION 5. That the City Clerk shall certify to the adoption of this Resolution. Passed, approved and adopted this 20th of November 1990. MARY & YOUNG Mayor of the City of Arcadia Attest: /S/ JUNE D. ALFORD City Clerk of the City of Arcadia STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES )SS: CITY OF ARCADIA ) I, JUNE D. ALFORD, City Clerk of the City of Arcadia, hereby certify that the foregoing Resolution No. 5556 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 20th of November 1990, and that said Resolution was adopted by the following vote, to wit: AYES: Councilmember Ciraulo, Fasching, Gilb, Haroicht and Young NOES: None ABSENT: None /S/ JUNE D. ALFORD City Clerk of the City of Arcadia - 3 - LASER IMAGED