Adopted: June 4, 1999
Amended: October 1, 2004
Amended: June 19, 2008
MEMORA NDUM OF UNDERSTA NDING
PROPERTY PROGRAM
This Memorandum of Understanding is entered into by and between the Public Risk Innovation, Solutions, and Management (hereinafter referred to as " PRISM") and the participating members who are signatories to this Memorandum.
1. Joint Powers A greem ent. Except as is otherwise provided herein, all terms used herein shall be as defined in Article 1 of the Joint Powers Agreement Creating the Public Risk Innovation, Solutions, and Management (hereinafter referred to as "Agreement"), and all other provisions of the Agreement not in conflict with this Memorandum shall also be applicable.
2. Program Committe e. There is hereby established a Property Program Committee (hereinafter referred to as "Property Committee" or “Committee”) and, except as otherwise provided herein, said Committee shall have full authority to determine all matters affecting the members including, but not limited to, approval of new members and premium/rate setting and establishment of policies regarding data submission and provisions for notice of withdrawal, as long as such policies are not in conflict with the Joint Powers Agreement.
The Property Committee shall consist of eleven (11) voting members and two (2) alternates. The Executive Committee of PRISM shall appoint the Committee members, to be selected from members in the Program as follows: Seven (7) of the C ommittee members are to be appointed from the member s who make up the top fourteen (14) members according to the amount of annual property premium paid (“Large Members”).
Two (2) of the Committee members are to be appointed from those remaining members not within the top fourteen (14) members (“Smaller Members”). One (1) of the members may be appointed from any member (“At Large”). The remaining seat shall be designated for a Public Entity member. If there are no Public Entity nominees or not enough members available from a category (Large, Smaller, At Large), the Executive Committee shall make the appointment from members participating in the Program without regard to category.
The two (2) alternates may be appointed from any member.
The terms of the members of the Committee shall be for two (2) years, except for the Public Entity representative and the alternate representatives whose terms shall be for one (1) year. The expiration dates of the two-year appointments shall be staggered so that terms of no more than five (5) members will expire at any one time. The Committee will annually, at its first meeting of the calendar year, select its officers, c onsisting of a Chair and Vice Chair.
The Committee, when necessary to fulfill the purposes of this Memorandum, shall meet on the call of the Chair of the Committee as provided in Article 12 of the Agreement and Article VI of the Bylaws of PRISM (hereinafter referred to as the “Bylaws”).
Adopted: June 4, 1999
Amended: October 1, 2004
Amended: June 19, 2008
A majority of the members of the Committee shall constitute a quorum for the transaction of business. Except as otherwise provided herein, all actions of the Property Committee shall require the affirmative vote of a majority of the members of the Committee. Any meeting of the Committee shall be subject to the applicable provisions of Government Code § 54950 et seq., commonly known as the “Brown Act.”
3. Pre miums. The participating members, in accordance with the provisions of Article 14 of the Agreement, shall be assessed an annual premium for the purpose of funding the Property Program. Annual premium contributions, including administrative costs associated with the Program shall be established by the Property Committee.
4. Cost Allocation. Each member’s share of annual premium shall be determined by the Property Committee; however, the Committee may delegate any or all of this authority as it deems appropriate.
5. Application to the Program. All applications to join the Property Program will be evaluated and subject to approval by the Committee and the underwriter. Any entity, which makes application to become a participating member of the Program, who is not already a participating member in PRISM must also be approved in accordance with the provisions of Article 19 of the Agreement.
New members may be added to the Program during the term of the coverage year on a pro-rata basis.
6. Withdrawal and/or Cancellation From the Program. Withdrawal of a member from the Program shall be in accordance with the withdrawal provisions of Article 20 or 21 of the Agreement.
7. Late Payments. All provisions for payments shall be in accordance with the Invoicing and Payment Policy adopted by the Board of Directors. Notwithstanding any other provision to the contrary regarding late payment of invoices or cancellation from a Program, at the discretion of the Executive Committee, any member that fails to pay an invoice when due may be given a ten (10) day written notice of cancellation.
8. Resolution of Disputes. Any question or dispute with respect to the rights and obligations of the parties to this M emorandum shall be determined in accordance with Article 31 of the Agreement, Dispute Resolution.
9. Amendment. This Memorandum may be amended by a majority vote of the Property Committee, upon ninety (90) days advance written notice to the members and county counsels. Each member shall approve of any amendment by signature on the Memorandum by a member ’s representative who shall have authority to execute this Memorandum. Should a member of the Program fail to execute any amendment to this Memorandum within the time provided by the Committee, the member will be deemed to have withdrawn from the Program on the next annual renewal date.
Adopted: June 4, 1999
Amended: October 1, 2004
Amended: June 19, 2008
6/19/2008
10. Complete Agreement. Except as otherwise provided herein, this Memorandum constitutes the full and complete agreement of the members.
11. Severability. Should any provision of this Memorandum be judicially determined to be void or unenforceable, such determination shall not affect any remaining provision.
12. Effective Date of A greem ent. This Memorandum shall become effective on the date of coverage for the member or upon approval by the Property Committee of any amendment, whichever is later.
13. Execution in Counterparts . This Memorandum may be executed in several counterparts, each of which shall be an original, all of which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Memorandum as of the date set forth below.
Dated Public Risk Innovation, Solutions, and Management
Dated Member Entity: x