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Home My WebLink About2004 090 CC RESO2004 090 CC RESOL³U RESOLUTION NO. 2004-090 A RESOLUTION OF THE BALDWIN PARK CITY COUNCIL APPROVING THE FIFTH AMENDMENT TO THE JOINT EXERCISE OF POWERS AGREEMENT FOR INSURANCE AND RISK MANAGEMENT PURPOSES AND APPOINTING REPRESENTATIVES TO THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY'S GOVERNING BOARD AND ITS SEPARATE RISK MANAGEMENT PROGRAMS WHEREAS the City of Baldwin Park is a member of the Independent Cities Risk Management Authority ICRMA") and a signatory to its Joint Exercise of Powers Agreement for Insurance and Risk Management Purposes JPA"); and WHEREAS the original JPA provided for the issuance of Certificates of Participation COP") which have been retired and contained other provisions for the governance of ICRMA; and WHEREAS the ICRMA's Governing Board has approved a Fifth Amendment to the JPA Fifth Amended JPA") which deletes references to the COP and makes other changes to the JPA as shown on the Comparison of 1998 Joint Powers Agreement and October 2004 Amended Joint Powers Agreement" which has been provided to this City Council along with a staff report; and WHEREAS, the Fifth Amended JPA will become effective upon approval by the city councils of two-thirds of the ICRMA members; and WHEREAS, the Fifth Amended JPA and the individual risk management program bylaws require the City Council to appoint an elected official to serve as the designated representative on the ICRMA Governing Board along with an alternate and substitute alternate if the City determines to do so. NOW, THEREFORE, the City Council of the City of Baldwin Park does hereby find, determine and declare as follows: 1- This City Council does approve the Fifth Amendment to the JPA as recommended for approval by the ICRMA Governing Board and as presented to this City Council; 2. The City Council does hereby appoint Councilmember David Olivas to serve as the primary Governing Board representative and Councilmember Marlen Garcia and Georgina Knight, Personnel/Risk Manager to serve as the alternate and substitute alternate representatives. These persons shall also act as the City's representatives to the individual Risk Management Programs in which this City participates. BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Resolution No. 2004-090 Page 2 RESOLVED, FURTHER that the appointed city representatives are authorized and empowered to take such action as is deemed appropriate, as provided in the Fifth Amended JPA and the ICRMA Bylaws and the bylaws of the separate Risk Management Programs and such decision(s) shall be binding upon this City. RESOLVED, FURTHER, that the City Clerk shall certify to the adoption of this resolution and the same shall be in full force and effect. RESOLVED, FURTHER, that a certified copy of this resolution shall be forwarded to the ICRMA, to the attention of its General Manager. PASSED, APPROVED AND ADOPTED THIS 1st DAY OF DECEMBER 2004. MAYOR" ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF BALDWIN PARK ss. I, ROSEMARY RAMIREZ, Chief Deputy City Clerk of the City of Baldwin Park, do hereby certify that the foregoing Resolution was duly approved and adopted at a regular meeting of the City Council on December 1, 2004 by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: MARLEN GARCIA, DAVID J. OLIVAS, BILL VAN CLEAVE, MAYOR PRO TEM RICARDO PACHECO AND MAYOR MANUEL LOZANO None ABSENT: COUNCILMEMBERS: None ABSTAIN: COUNCILMEMBERS: None ROSEMARY RAMTREZ, CMC CHIEF DEPUTY CITY CLERK BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 and 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 seg.: 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 MS WORD) 000602-9000 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U 2004 090 CC RESOL³U Exhibit A 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 147448.4 MS WORD) 000602-9000 11 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A various Risk Management Programs shall become operational and will have all of the powers specifically delegated to them by the Governing Board. 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 1474484 MS WORD) 000602-9000 13 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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. 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 1474484 MS WORD) 000602-9000 15 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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. /^ / g^ldwin/'P^k 7V^.^^ Title M^or Executed before me this 1st day of December_____. 200 4 City Seal) City of Baldwin Park 147448.4 MS WORD) 000602-9000 17 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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. EISegundo 13. Fullerton 14. Glendora 15. Hawthorne 16. Hermosa Beach 17. Huntington Park 18. Inglewood 19. La Habra 20. Lynwood 21. Manhattan Beach 22. Monrovia 23. MontereyPark 24. Redondo Beach 25. San Fernando 26. South Gate 27. Upland 28. Vernon 29. Whittier 147448.4 MS WORD) 000602-9000 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit A 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit B ICRMA Proposed Changes to Joint Powers Agreement Opening paragraph States agreement is executed by Municipal Corporations, referred to as Member Cities" States agreement is executed by public entities, referred to as Member or Members" Recital A. Reference to Member or Members being organized and existing under laws of State of California incorporated into opening paragraph instead of under Recitals" heading. Recital B.I-6 State Laws Recitals 1 through 6. Same as prior Agreement except substitutes Member" for Cities." Paragraphs in Proposed Amendment are numbered differently. Member Cities" replaced in Proposed Amendment by Member or Members" Article I Creation of ICRMA Includes provisions that: 1) Member City may separately contract for or assume responsibility for specific debts, liabilities, or obligations of Authority. 2) Pursuant to Govt code 6509 Authority shall be restricted in exercise of powers in same manner as City of Manhattan Beach is restricted; or if Manhattan Beach ceases to be Member City, then Authority shall be restricted in exercise of power in same manner as City of San Femando; if City of San Femando ceases to be a Member City, Governing Board shall designate appropriate Member City. Article 1.1. Same as Article I, except these provisions were omitted from proposed amendment. 0006029000 09/20/2004 5.27 pm BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit B ICRMA Proposed Changes to Joint Powers Agreement prior Agreement Article 2.1.4. Same as prior Agreement, except adds authorization to Jointly purchase insurance...and/or develop alternative financial arrangements for the purpose of transferring risk of loss..." Provides for Member Cities to secure long-term financial base from issuance of Certificates of Participation, revenues from which will be used for establishing financial reserves to enable Authority to provide protection to Member Cities against catastrophic claims and to attract major reinsurers for purpose of transferring risk. Article 2.1.5. Omits language regarding Certificates of Participation. States instead, 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 claims and to attract major reinsurers for purpose of transferring risk. Article 2.1.6. Same as prior Agreement except adds Jointly secure administrative and other services including.. general administration, underwriting, risk management...." Agreement Board or Governing Board By-Laws Articles 3.1.1 3.1.5. Same as prior Agreement. Claim(s) Article 3.1.4. Adds: Clamps)' shall mean demands complying with the requirements of California Government Code Section and made against the Member arising out of occurrences..." 000602 9000 09/20/2004 527 pm BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit B ICRMA Proposed Changes to Joint Powers Agreement Article in. Definitions E. Fiscal Year Article 3.1.5. Same as prior Agreement. Article in. Definition F. Provides: TCRMA"' shall mean the Independent Cities Risk Management Authority created by this Agreement" ICRMA" is defined in Article 1.1 Governing Documents" not defined in proposed Agreement. Article 3.1.6. Provides: 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 Government Document in the By-Laws or by action of the Governing Board." Article m. Definition G. Insurance Article 3.1.7. Same as IILG. except adds that Insurance' shall mean insurance or reinsurance purchased by Authority..." Article ffl. Definition H. Defines Member City" as any Municipal Corporation or any Joint Powers Authority whose membership consists only of Municipal Corporations, which is a party to this Agreement Article 3.1.8. Defines Member" as any Municipal Corporation or public entity authorized to be a member of a Joint Powers Authority, which is a party to this Agreement Article ffl. Definition I. Memorandum of Coverage Articles 3.1.9-3.1.11. Same as prior Agreement. Article m. Definition J. Program Year Article 3.1.10. Omitted usually twelve months" in definition of program year. 149402 1 000602 9000 09/20/2004 5.27 pf BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit B ICRMA Proposed Changes to Joint Powers Agreement Article m. Definition K. Agreement. Article in. Definition L. Risk Management Article 3.1.12. Same as prior agreement, except adds that Risk Management includes but is not limited to" various methods of funding claims payments, etc. Article HI. Definition M. Risk Management Program Article 3.1.13. Same as prior Agreement. Article IV. Parties to Agreement Article 4.1. Same as prior agreement, except adds at end of paragraph, rights, obligations, liabilities, or duties under this Agreement or the individual Risk Management Programs in which the Member participates." Article 4.2 added. 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." 149402 I 000602-9000 09/20/2004 527pm BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit B ICRMA Proposed Changes to Joint Powers Agreement Article V. Governing Board Provides that Authority shall be governed by a Governing Board comprised of one Representative from each Member City and sets forth terms for appointment of same and of alternate Representatives and substitute alternate Representatives by Cities and voting. Article 5.1. Provides that Authority shall be governed by a Governing Board the composition of which shall be set forth in the Authority's By-Laws." Also provides that New Member admitted pursuant to Article 16 shall be entitled to appoint Representative and alternate Representative per Authority By-Laws. Article 5.1 Governing Board Article V. Governing Board second K Provides in part for Member City Representative's + alternate's, and substitute alternate's) removal from Governing Board if Authority 1) receives written notice from Member City of the removal of the Member City Representative or alternate Representative or substitute alternate Representative. Article 5.2. Section is same as in prior agreement, except this language re City Representative's removal from Government Board was omitted. Article V. Governing Board third K Provides Member City Representative, alternate or substitute Representative are not entitled to compensation; however. Governing Board may authorize reimbursement may authorize reimbursement of expenses. * This language was omitted from proposed Amendment. Article V. Governing Board fourth H Article 5.3. Same as prior agreement, except instead of The Authority shall fix the amount of the fidelity bond...", it reads, The Governing Board shall affix the amount of the fidelity bond..." Article VI. Regular Meetings A. States Governing Board shall hold at least one regular meeting each quarter of each year. Date, place and time to be fixed by Governing Board resolution. Article 6.1. Refers to By-Laws for location and time for Governing Board and all standing committees to hold meetings. Article 5.2 Meetings of the Governing Board 149402 1 000602 9000 09/20/2004 527 pm BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit B ICRMA Proposed Changes to Joint Powers Agreement Article VI. B. Ralph M. Brown Act Provides Each meeting of Governing Board" to be conducted in accordance with the Ralph M. Brown Act. Article 6.2. Same as prior agreement, except provides that All meetings of the Governing Board, and appointed committees" be conducted in accordance with the Ralph M. Brown Act. Article VI. C. Minutes Article 6.3. Same as prior agreement, except omits provision that Secretary forward to each Governing Board member and each City Clerk copies of the minutes. Article VI. D. Quorum Article 6.4. Same as prior agreement. Article Vn Officers Provides that Governing Board shall elect president and vice president; provides for filling of vacancy in the event the president or vice present ceases to be a member; provides that vice president act in president's absence or president's inability to act, and provides for appointment of secretary and treasurer and other officers Governing Board considers necessary. Article 7.1. Provides that the Governing Board shall elect a President, Vice- president, Treasurer and Secretary, and the manner of election, term of office of elected officers, their authority and responsibilities, and filling of vacancy of any officer who ceases to be a Member's representative shall be set forth in Authority By-Laws. Article 6 Officers of the Governing Board 6.1-6.4.5 Article Vin. A. Powers Finance through issuance of Certificates of Participation Article 8.1.1. Same as prior agreement, except instead of Certificates of Participation," provides for Finance through issuance of Bonds or other financial instrument of indebtedness." Articles VIIL B.-M. Powers Articles 8.1.2 8.1.13. Same as prior agreement. 1494021 000602-9000 09/20/2004 5.27pm BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit B ICRMA Proposed Changes to Joint Powers Agreement Article DC first H Risk Manage- ment Programs Provides that Governing Board shall by resolution establish a Risk Management Program for each Coverage Program implemented by Authority. establishment of Risk Management Programs. Article 13 Risk Management Programs Article IX second Risk Manage- ment Programs Provides for a two-thirds vote of members of Governing Board representing cities which are members of a particular Risk Management Program for approval of proposed Risk Management Program By-Laws Article 9.2. Provides that Approval of the By-Laws and any amendments thereto shall be as provided in the By- Laws of the individual Risk Management Program." Article 13 Risk Management Programs Article IX second T| Risk Manage- ment Programs Provides that when entering into transactions authorized by Government Board, the Risk Management Program shall use the Risk management Program title and refer to Authority, i.e., contract entered into by Workers' Compensation Risk Management Program of ICRMA. Article 9.2. This provision was omitted from proposed amendment. Article X. Member City Responsi- bilities Risk Manage- ment Programs) Provides that each Member City participating in Risk Management Program has responsibility to: A) Appoint or remove its member of Governing Board, B) Appoint or remove its member to the Risk Management Program(s), and C) Approve amendments to this Agreement. This provision was omitted from proposed amendment. Addressed in By-Laws for Separate Risk Management Program] Article XI. Budget Article 10. Same as Article XI in prior agreement. 000602 9000 09/20/2004 527 pr BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit B ICRMA Proposed Changes to Joint Powers Agreement Article XII. Annual Audit and Review Requires Governing Board to cause an annual financial audit of accounts and records and includes requirements for preparation and filing of same. annual financial audit. Article 8. Financial Audit Article XIIL first 1| Establish- ment and Adminis- tration of Funds Article 12.1. Same as Article XIII in prior agreement. Article Xffl. second K Establish- ment and Adminis- tration of Funds Provides warrants to pay demands against Authority to be signed by both President, Secretary or Treasurer or an agent, employee or general manager of Authority. Article 12.2. Provides that Governing Board shall establish policy for warrants drawn to pay demands against Authority. Article XIII. third H Establish- ment and Adminis- tration of Funds Provides that subject to approval by Governing Board, Member City shall have ability to determine in which Risk Management Program(s) it wishes to participate. Article 12.3. Same as third T[ of Article XIII, except this provision was omitted from proposed amendment. Article XIV.A. Withdrawal Article 13.1. Same as Article XIV.A, except provides that Member may at a later time seek to renew participation in said Program...." Article XIV.B Withdrawal Article 13.2. Same as Article XIV.B. 000602-9000 09/20/2004 521 pr BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit B ICRMA Proposed Changes to Joint Powers Agreement Article XIV.C. Withdrawal Provides that any Member City which withdraws from any Risk Management Program pursuant to XIV.A. shall not be permitted to renew participation in that Risk Management Program until expiration of 3 years from date of withdrawal. Article 13.1. Provides that a Member withdrawing from a Risk Management Program may seek to renew participation subject to terms set forth in the By-Laws of the Risk Management Addressed in By-Laws for Separate Risk Management Programi Article XV. first H Expulsion Article 14.1. Same as XV first K, except provides that Governing Board may expel any Member from the Authority and/or from a Risk Management Program for material breaches of the Governing Documents." Refers to By- Laws of Authority or each individual Risk Management Program. Section 13.5 Program Withdrawal or Expulsion Article XV. second Expulsion Provides withdrawal or expulsion of any Member City after inception of its participation in a Risk Management Program shall not terminate its responsibility for years that Member City participated in any Risk Management Program. This provision is addressed in Article 4.1. Article XVI. first K Termination Provides in part that Agreement cannot be terminated until such time as all principal for Certificates of Participation shall have been retired. Article 15.1. Same as XVI, first T[, except this provision was omitted from proposed amendment. Article XVI. second and third Us Termination Articles 15.2-15.3. SameasXVL, second and third 1|s. 149402 1 000602-9000 09/20/2004 527 pm BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit B ICRMA Proposed Changes to Joint Powers Agreement Provides that with approval of two-thirds of Governing Board, any qualified city which is member of Independent Cities Association, may become a party to this Agreement; city must present City Council resolution approving Agreement; date applying city will become Member City to be determined by Governing Board. Article 16. Refers to By-Laws for new member requirements. Article 4 Member Entities Article XVIII. Liability of the Authority Articles 17.1-17.3. SameasXVIIL Provides that notices shall be sufficient if delivered to office of City Clerk of Member Cities. Article 18. Provides that notices to each Member shall be sufficient if mailed to its respective address on file with Authority. Any Member may designate any other address in substitution of the foregoing address...by giving five days written notice to the Authority and all other Members". Article XX. Amendments to this Agreement and Program By-Laws Provides amendment by vote of two-thirds of Member Cities acting through their City Council Article 19. Provides for amendment to Agreement by vote of two-thirds of Members acting through their governing body. Also provides for amendment to individual Risk Management Program By-Laws by vote of two-thirds of Governing Board members representing Members of that Risk Management Program. Article XXI. Severability Article 20. SameasXXL Article XXII. Agreement Complete Article 21. SameasXXIL 10 149402 1 000602-9000 09/20/2004 5 27 pm BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 2004 090 CC RESOL³U Exhibit B ICRMA Proposed Changes to Joint Powers Agreement Article XXIIL Term of Agreement Provides amended Agreement to be effective upon Authority receiving notice of approval by City Council of two-thirds of Member Cities. Article 22. Same as Article XXIII, except provides amended Agreement to be effective upon Authority receiving notice of approval by governing body of two-thirds of the Members. 11 149402 I 000602 9000 09/20/2004 5.27 pi BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04 Exhibit A 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 BIB] 38356-U01 2004-U02 090-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO35399-U03 DO59375-U03 C6-U03 RESO-U03 1/3/2005-U04 ROBIN-U04