A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN MATEO COUNTY CITIES INSURANCE
GROUP JOINT POWERS AUTHORITY RECOMMENDING THAT THE MEMBER AGRENCIES APPROVE
THE DISSOLUTION OF THE JOINT POWERS AUTHORITY PURSUANT TO THE TERMS OF A
DISSOLUTION AGREEMENT
WHEREAS, the San Mateo County Cities Insurance Group Joint Powers Authority, known as the "Cities Group," is a Joint Powers Authority formed on October 5, 1978 for the purpose of allowing its membership agencies to pool resources to fund and administer their respective workers' compensation programs,
WHEREAS, the governance of the Cities Group and the rights and obligations of the member agencies of the Cities Group are as described in the San Mateo County Cities Insurance Group Joint Powers Agreement ("JPA"), originally adopted on October 5, 1978 and as amended, and the Bylaws of Cities Group ("Bylaws"), as amended from time to time;
WHEREAS, prior to January 1, 2025, five of the six members of the Cities Group issued withdrawal notices pursuant to Section 4 of the JPA, as amended in 1997, indicating either intents or interests in withdrawing from the Cities Group;
WHEREAS, on August 1, 2025, the City of Foster City withdrew from membership in the Cities Group pursuant to an Agreed Termination under Section VIII(B) of the Cities Group Bylaws; WHEREAS, the five remaining members of the Cities Group are the City of San Carlos, the City of Half Moon Bay, the City of Dublin, the Town of Atherton, and the Town of Hillsborough (collectively, the "Member Agencies");
WHEREAS, in anticipation of Foster City's withdrawal and in light of the withdrawal notices issued by the majority of the Cities Group's membership, on June 10, 2025, the Board of Directors adopted a resolution stating its intent to recommend the dissolution of the Cities Group to the Member Agencies; WHEREAS, that June 10, 2025 resolution included the Board's finding that an orderly dissolution of the Cities Group was the preferable method of transitioning the Member Agencies out of the Cities Group, rather than allowing each Member Agency to individually withdraw; WHEREAS, the June 10, 2025 resolution directed staff to create and present to the Board a dissolution plan that would direct the Cities Group to cease administering active and future claims on behalf of the Member Agencies on or before December 31, 2025;
WHEREAS, Section 5 of the JPA requires that the Member Agencies remain members of the Cities Group and that the assets of the Group not be divided and returned to the Members Agencies until all outstanding obligations of the Cities Group have been resolved and/or each member agency executes a contract with the Cities Group to either pay off its outstanding liabilities or accept responsibility for its outstanding claims;
WHEREAS, CG Uhlenberg, an independent CPA, reviewed and balanced the Cities Groups accounts as of March 31, 2025, and that data was provided to Chavon and Associates, an independent auditor, which created balance sheets as of March 31, 2025; WHEREAS, Cities Group staff used the information derived from the balance sheets provided by Chavon and Associates to calculate the value of each Member Agency's fund balances as of March 31, 2025 and presented that information to the Board on June 10, 2025 so that the Member Agencies would have the ability to estimate the value of their fund balances at the time the Cities Group ceases administering claims on December 31, 2025;
WHEREAS, Cities Group shall continue to administer and adjust all pending claims until the time that they are transferred and accepted by the Member Agencies or their identified claims administrators on or before January 1, 2026;
WHEREAS, Cities Group staff has worked with the Member Agencies to draft the attached Dissolution Agreement that, if approved by the Member Agencies, would formally authorize the dissolution of the Cities Group and govern the operation of the Cities Group until its dissolution; WEHREAS, pursuant to Section 5 of the JPA, the Dissolution Agreement shall not be operable unless and until each of the Member Agencies consents to the dissolution of the Cities Group; and WHEREAS, a model resolution shall be provided to each of the Member Agencies for their use in obtaining the consent to dissolve the Cities Group and approve the Dissolution Agreement attached hereto as Exhibit A.
NOW, THEREFORE, BE IT RESOLVED by the Cities Group Board of Directors that the Board recommends that the Member Agencies consent to the dissolution of the Cities Group pursuant to Section 5 of the JPA and approve the Dissolution Agreement attached hereto as Exhibit A.
NOW, THEREFORE, BE IT FURTHER RESOLVED that upon the approval of the attached Dissolution Agreement by all of the Member Agencies, it shall govern the operation of the Cities Group until such time that the Cities Group may formally dissolve, as defined in the Dissolution Agreement. This resolution in no way limits the authority of the Member Agencies to agree among themselves to a form of the Dissolution Agreement that varies from the version attached hereto.
PASSED AND ADOPTED by the Board of Directors of the Cities Group on this 9th day of September, 2025 by the following vote:
Agency Yes No Abstain Absent
Atherton
Dublin
X
Half Moon Bay
Hillsborough
San Carlos
I HEREBY CERTIFY that the foregoing Resolution was duly and regularly adopted at a regular meeting of the Cities Group Board of Directors on September 9, 2025.
ATTEST:
Paul Chrisman, Executive Director