CITY MANAGER' S REPORT ITEM 4.6
AUGUST 11, 2025 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE AN UPDATE TO CENTRAL SAN JOAQUIN
VALLEY RISK MANAGEMENT AUTHORITY JOINT
POWERS AGREEMENT, AS AMENDED JULY 1, 2025
RECOMMENDATION: Adopt a Resolution to Approve an Amendment to the Joint Power Agreement of the Central San Joaquin
Valley Risk Management Authority as Amended July
1, 2025
SUMMARY:
Central San Joaquin Valley Risk Management Authority ( CSJVRMA) is a California Joint Powers Authority ( JPA) created and operated pursuant to California Government Code 6500 et. seq. for the purpose of pooling funds to provide coverage for indemnification and defense and to purchase excess insurance for certain civil claims involving general liability, workers' compensation, and property damage.
Pursuant to California Government Code 990. 8, the City of Lathrop is a member of the CSJVRMA. The CSJVRMA consists of 53 cities in California, and the City of Lathrop has been a member of CSJVRMA since shortly after its incorporation in 1989.
Amendments to the CSJVRMA Joint Powers Agreement require a written resolution approved and signed by two- thirds (2/ 3rds) of the respective city councils of the member cities.
BACKGROUND
The City of Lathrop is a member of CSJVRMA. The governing documents for the CSJVRMA were last updated in 1994. Following a review by the CSJVRMA Legal Counsel and in conjunction with the CSJVRMA Administration and Financial Services Subcommittee, a recommendation was made to approve the amendments to the Joint Powers Agreement for the CSJVRMA.
Legal counsel for CSJVRMA advised that the changes meet the legal requirements set forth in the Government Code for JPAs and the document has been updated to include:
Definitional terms have been defined more clearly.
Language has been broadened to give leeway in the event the CSJVRMA wants to consider creating or participating in a captive agency.
An addition was made pursuant to Government Code Section 6509 that was not part of the law in 1994 when CSJVRMA last amended the Agreement. The change requires JPAs to designate a member whose restrictions would apply to the operations of the JPA. The City of Ripon was chosen as the designated City.
CITY MANAGER' S REPORT PAGE 2
AUGUST 11, 2025 CITY COUNCIL REGULAR MEETING
UPDATE TO CENTRAL SAN JOAQUIN VALLEY RISK MANAGEMENT
AUTHORITY JOINT POWERS AGREEMENT, AS AMENDED JULY 1, 2025 The changes proposed do not materially affect the City of Lathrop fiscally or in policy.
The updates are intended to comply with the Government Code. The purpose of the Government Code is to place some restrictions on the power of the JPA, without the JPA having to comply with all restrictions that might be in place for all of the members of the JPA.
REASON FOR RECOMMENDATION:
The City of Lathrop is a member of the CSJVRMA. Amendments to the CSJVRMA Joint Powers Agreement require a written resolution to be approved and signed by two-hirds (2/ 3rds) of the respective city councils of the member cities.
FISCAL IMPACT:
There is no fiscal impact on the City.
ATTACHMENTS:
A. Resolution to Approve an Amendment to the Joint Power Agreement of the Central San Joaquin Valley Risk Management Authority ( CSJVRMA) as Amended July 1, 2025
B. CSJVRMA Joint Powers Agreement as Amended July 1, 2025 CITY MANAGER' SREPORT PAGE 3
AUGUST 11, 2025 CITY COUNCIL REGULAR MEETING
UPDATE TO CENTRAL SAN JOAQUIN VALLEY RISK MANAGEMENT
AUTHORITY JOINT POWERS AGREEMENT, AS AMENDED JULY 1, 2025 APPROVALS:
Juli Burns
cg( 20-
Date
Director of Human Resources
a
Thomas Hedegard Date
De . uty City Manager
Cari Jam
Director o finance
q) Ilelaoa5
Date
tl - tap• Z'S
Salvador Navarrete Date
City Attorney
Step n J. Salvatore Date
City Manager
ATTACHMENT " A"
RESOLUTION NO. 25-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO
APPROVE AN AMENDMENT TO JOINT POWERS AGREEMENT OF THE
CENTRAL SAN JOAQUIN VALLEY RISK MANAGEMENT AUTHORITY
WHEREAS, the Central San Joaquin Valley Risk Management Authority ( CSJVRMA) is a California Joint Powers Authority created and operated pursuant to California Government Code 6500 et. seq. for the purpose of pooling funds to provide coverage for indemnification and defense and to purchase excess insurance for certain civil claims involving general liability, workers' compensation, and property damage; and WHEREAS, the City of Lathrop is authorized pursuant to California Government Code 990. 8to enter into a Joint Powers Agreement for the purposes described above; and WHERAS, the City of Lathrop is a member of the CSJVRMA; and WHEREAS, the Joint Powers Agreement allows for amendment of the agreement upon approval by the City Council of two thirds of the members of the CSJVRMA; and WHEREAS, the CSJVRMA desires to amend the Joint Powers Agreement as set forth in the Agreement dated July1, 1994, and as amended July 1, 2025, a copy of which is attached hereto and incorporated herein.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve an amendment to the Joint Powers Agreement of the Central San Joaquin Valley Risk Management Authority amended July 1, 2025.
Resolution 25-
The foregoing resolution was passed and adopted this 11th day of August 2025, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney Resolution 25-
ATTACHMENT " B"
CENTRAL SAN JOAQUIN VALLEY
RISK MANAGEMENT AUTHORITY
JOINT POWERS AGREEMENT
AS AMENDED JULY 1, 20251994
CENTRAL SAN JOAQUIN VALLEY RISK MANAGEMENT AUTHORITY
JOINT POWERS AGREEMENT
TABLE OF CONTENTS
ARTICLE I 3
DEFINITIONS 3
ARTICLE II 4
PURPOSES 4
ARTICLE III 4
CREATION OF JOINT POWERS AUTHORITY 4
ARTICLE IV 5
PARTIES TO AGREEMENT 5
ARTICLE V 5
MEMBERSHIP 5
ARTICLE VI 6
TERM OF AGREEMENT 6
ARTICLE VII 6
POWERS OF THE AUTHORITY 6
ARTICLE VIII 7
BOARD OF DIRECTORS 7
ARTICLE IX 8
BYLAWS AND REGULATIONS 8
ARTICLE X 8
EXECUTIVE COMMITTEE 8
ARTICLE XI 9
OFFICERS 9
ARTICLE XII 9
JOINT PROTECTION PROGRAMS 9
ARTICLE XIII 10
RESERVE FUNDS 10
ARTICLE XIV 10
OPERATING FUND 10
ARTICLE XV 10
BUDGET 10
ARTICLE XVI 10
FUNDING AND PROCEDURES FOR CALCULATING ANNUAL CONTRIBUTIONS 10 Joint Powers Agreement
Table of Contents
ARTICLE XVII 10
RESPONSIBILITIES OF AUTHORITY 11
ARTICLE XVIII 11
RESPONSIBILITIES OF MEMBER CITIES 11
ARTICLE XIX 12
WITHDRAWAL 12
ARTICLE XX 12
INVOLUNTARY TERMINATION 12
ARTICLE XXI 12
CONTINUED LIABILITY 12
ARTICLE XXII 12
REFUNDS UPON WITHDRAWAL OR INVOLUNTARY TERMINATION 12
ARTICLE XXIII 13
TERMINATION OF AUTHORITY 13
ARTICLE XXIV 13
AUDIT 14
ARTICLE XXV 14
ARBITRATION 14
ARTICLE XXVI 14
BINDING EFFECT OF BYLAWS, MASTER PLAN DOCUMENTS, AND MEMORANDA OF COVERAGE14 ARTICLE XXVII 14
ENFORCEMENT 14
ARTICLE XXVIII 14
AMENDMENTS 14
ARTICLE XXIX 15
NOTICES 15
ARTICLE XXX 15
COUNTERPARTS 15
AMENDED JOINT EXERCISE OF POWERS AGREEMENT
FOR INSURANCE AND RISK MANAGEMENT PURPOSES
THIS AMENDED AGREEMENT, dated for convenience this 1st day of_ July; 20251991, made and entered into by, between, and among those Member Cities which become parties to this Agreement by action of their governing boards adopting a resolution agreeing to participate in the joint powers entity created by the terms and conditions of this Agreement; RECITALS:
WHEREAS, California Government Code Section 6500, et. seq. provides that two or more public agencies may, by agreement, exercise any power common to the contracting parties; and WHEREAS, California Government Code Sections 990 and 990. 4 provide that a local entity may self -insure, purchase insurance through an authorized insurer, purchase insurance through a surplus line broker, or any combination thereof; and WHEREAS, California Government Code Section 990. 8provides that two or more local public entities, by a joint powers agreement, may provide insurance for any authorized purpose by any one or more of the methods specified in Section 990. 4; and WHEREAS, Article XVI, Section 6, of the California Constitution provides that insurance pooling arrangements under joint exercise of powers agreements shall not be considered the giving or lending of credit as prohibited therein; and
WHEREAS, each of the cities which are parties to this Agreement desires to join together with other cities in order to collectively self -insure or pool their losses and to jointly purchase insurance and administrative services in connection with Joint Protection Programs for said cities; and
WHEREAS, the Tulare -Kings Municipal Risk Management Authority, a public entity, was created by an initial Agreement dated April 1, 1979, among various cities within the Counties of Tulare and Kings; and
WHEREAS, the name of the organization was changed to the Central San Joaquin Valley Risk Management Authority on July 1, 1981; and
WHEREAS, the initial Agreement was amended on January 1, 1985 and July 1, 1994 by a two-hirds vote of the Member Cities' city councils; and Joint Powers Agreement Page 1 Amended July 1, 2025---» 4 WHEREAS, said Member Cities have determined that it is again appropriate and in the public interest to make certain technical corrections and additions to this Agreement which will provide clarification and will permit the governing body to meet a minimum of two times a year to conduct that business which only the governing body may act upon; and WHEREAS, it is therefore necessary to amend said Joint Powers Agreement; and WHEREAS, said Agreement provides that amendments to the Agreement may be made by a vote of two-hirds (2/ 3rds) of the- Member Cities by resolution of the City Councils of said Cities:
NOW, THEREFORE, for and in consideration of the execution of this Agreement by twothirds ( 2/ 3rds) of the Member Cities, each of the Member Cities which are parties hereto does hereby adopt this amended Agreement, dated July 1, 20251994, which concurrently supersedes that certain Agreement_ creating the Authority, dated April 1, 1979, and all amendments thereto.
Joint Powers Agreement Page 2 Amended July 1, 20251 ' 4
ARTICLE I
DEFINITIONS
The following words, when typed in bold print within the provisions of this Agreement, shall have the following definitions:
Administrator" shall mean that person or group appointed by the Executive Committee and given responsibility for the management, administration, and operation of the Authority.
Agreement" shall mean the Joint Powers Agreement creating the Central San J4oaquin Valley Risk Management Authority.
Authority" shall mean the Central San Joaquin Valley Risk Management Authority, aka the RMA.
Board of Directors" or "Board" shall mean the governing body of the Authority.
Broker" shall mean the insurance broker hired by the- Executive Committee to acquire insurance coverage.
Claims" shall mean demands made against the Authority arising out of occurrences which are claimed to be within one of the Authority' sJoint Protection Programs as developed by the Board.
Deposit Premium" shall mean the annual dollar amount determined by the Board of Directors payable by each Member City for the purpose of self- insurance coverage, excess insurance premiums, and administrative costs, charged for the purpose of carrying out the powers of the Authority. t lose funcs c
iargec for the purpose of self insured coverage.
Executive Committee" shall mean the elected officers and the representatives appointed by each region to represent that region.
Fiscal Year" shall mean the period July 1 to June 30 of each year.
Insurance" shall mean any commercial insurance coverage.
Insurance Premium" shall mean those funds charged for the payment of group purchased insurance.
Joint Protection Programs" shall mean any program to provide risk sharing or insurance coverage under this Agreement and shall include a determination as to the amount of initial Insurance Premiums and/ or Deposit Premiums, a precise allocation plan and formula, and a determination of the amount and type, if any, of excess insurance to be purchased—.
Included within the term Joint Protection Program is the identification of exposures to accidental loss, the reduction or limitation of losses to Member City properties and from injuries to persons or property caused by the operations of Member Cities and the funding Joint Powers Agreement Page 3 Amended July 1, 20251.'+ u4 of those risks, together with any other functions appropriate or necessary to the functioning of the Joint Protection Program.
Master Plan Document" shall mean the document, formally adopted by the Executive Committeepa ticippting ""^ bcr Citios, containing the provisions setting forth the operations, policies, and provisions of a self -insured or pooled coverage program, which shall include, but not be limited to, the following:
1. The scope of the program;
2. The procedures to be followed;
3. Who may participate;
4. Any limits or restrictions;
5. How Deposit Premiums are determined;
6. How refunds, if any, are determined;
7. Commitments required by participants; and
8. How the document may be amended.
Member City" shall mean a city which is an incorporated municipality organized with a council, City Manager/ Administrator form of government, which has been approved for participation in the Authority by the Executive Committee in accordance with applicable provisions of the Agreement and the Bylaws; and has signed the Agreement.
Operating Fund" -shall mean the fund established by the Authority for the purpose of paying just demands submitted to the Authority.
Representative" shall mean the person,_ normally the City Manager/ Administrator of the Member City, w las bccn designated in writing by the Member City to represent and act
Board
for and
or Executive
on behalf
Committee.
of the Member
The
City
Representative
regarding any
must
matter
be
before
either: (
the
a)
Authority' s
the City
Manager/ Administrator or (b) a person designated by the City Manager/ Administrator who holds a management/ organizational position with the Member City and whose responsibilities include all or part of the Member City' s risk management functions ( i.e., finance, human resources, claims/ loses, insurance, and safety/ risk control).
Self -Insurance" shall mean the process whereby the Authority maintains sufficient reserves to pay all claims and associated expenses of a risk exposur or a without purchasing insurance to cover the risk or a portion of the risk.
ARTICLE II
PURPOSES
The purpose of this Agreement is to provide joint powers common to each- Member City for insurance purposes; to pool self -insured claims and losses, to purchase or participate in excess pooling or excess insurance coverage, and to provide related administrative services including risk management, consulting, actuarial services, claims adjusting and legal defense services; and- chafe risks; to implement risk management principles; and to provide for the future inclusion of additional incorporated municipalities- desiring to become parties to the Agreement.
Joint Powers Agreement Page 4 Amended July 1, 2025—.- 4
ARTICLE I II
CREATION OF JOINT POWERS AUTHORITY
A -
Pursuant to Section 6500, et. seq. of the California Government Code, the Authority is a public entity separate and apart from the parties to this Agreement. Pursuant to Government Code Section 6508. 1, the debts, liabilities, and obligations of this joint powers authority shall not constitute debts, liabilities, or obligations of any party to this Agreement.
It is the express understanding of all parties that the Authority created originally on or about April 1, 1979, is the same Authority continued under this Agreement, even though some powers and procedures may be changed by this Agreement.
The Authority, its Board, officers, membership, and staff shall be governed by this Agreement, the Bylaws, Master Plan Documents, Memoranda of Coverage, and other documents duly adopted by the Authority.
ARTICLE IV
PARTIES TO AGREEMENT
A Each city which has applied to and been accepted as a member of the Authority is a party to the Joint Exercise of Powers Agreement —_Each party to the Agreement shall be bound by this Agreement when two-hirds (2/ 3rds) of the city councils of the Member Cities have adopted this amended Agreement —_A party to this Agreement certifies that it intends to and does contract with the Authority and with all other Member Cities which have signed this Agreement and, in addition, with each city which may hereafter be added as a party to and may sign this Agreement —_Each city which has or may hereafter sign this Agreement also certifies that the deletion of any city from the Authority by voluntary withdrawal, involuntary termination, or otherwise, shall not affect this Agreement nor each Member City' sintent to contract as described above with the then remaining Member Cities.
Each city which is a member of the Authority at the time this amended Agreement is adopted by two-hirds (2/ 3rds) of the Member Cities, certifies that it intends to and does hereby contract with the Authority and with all other current Member Cities, and in addition, with each city which may hereafter be added as a party to and may sign this Agreement.
ARTICLE V
MEMBERSHIP
A. ELIGIBILITY
Joint Powers Agreement Page 5 Amended July 1, 2025-:' y.4 To be a member of this Authority, a city must be an incorporated municipality which is characterized by having professional management as typified by a bona fide Council Manager/ Administrator form of government and must be approved for participation in the Authority in the manner provided by the Bylaws.
B. NEW MEMBERS
Eligible incorporated municipalities may become a party to this Agreement pursuant to the Bylaws of the Authority.
ARTICLE VI
TERM OF AGREEMENT
This Agreement, as amended, shall become effective when approved by two thirds (2/ 3rds) of the respective City Councils of the Member Cities — When effective, this Agreement, as may be amended from time to time, shall continue thereafter until terminated as herein provided _ This Agreement shall become effective as to any new Member City in accordance with the Bylaws and Master Plan Documents of the Authority.
ARTICLE VII
POWERS OF THE AUTHORITY
A. The Authority shall have all of the powers common to Member Cities and all additional powers set fort.) in Section 6500, et. seq. and Section 989, et seq. of the Government Code and other applicable law. The Authority shall have all of the rights, immunities, privileges, and defenses afforded each Member City and peculiar to the particular Member City being sued or against which there has been a claim.
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 Ripon is restricted in the exercise of its powers. In the event the City of Ripon shall cease to be a Member of the Authority, then the Authority shall be restricted in the exercise of its powers in the same manner as the City of Madera.
The Authority is hereby authorized to do all acts necessary or appropriate for the exercise of said powers, including, but not limited to any or all of the following:
1. Make and enter into contracts;
2. te- ilncur debts, liabilities, and obligations, but no debt, liability, or obligation of the Authority is a debt, liability, or obligation of a Member City which is a part of this Agrcementexcept as otherwise provided;
Joint Powers Agreement Page 6 Amended July 1, 2025:- 4-+
3. te- Assess Member Cities as deemed appropriate for good cause as ceterminec by the Executive Committee;
4. te- aAcquire, hold, or dispose of real and personal property; S. te- Receive contributions and donations of property, funds, services, and other forms of assistance from any sources;
6. to- sSue and be sued in its own name;
7. te- eEmploy agents and employees;
8. te- aAcquire, construct, manage, and maintain buildings;
9. te- 4Lease real or personal property, including propertytlat of a Member City; and
10. to exercise all powers necessary and proper to carryout the terms and provisions of this Agreement or otherwise authorized by law.
8. W ienever in t pis Agreement any consent or approva is requirec, the same shat not be unreasonably withheld. This Agreement shall be construed and interpreted in accordance with the laws of the State of California.
ARTICLE VIII
BOARD OF DIRECTORS
A. STRUCTURE
The Authority shall be governed by a Board composed of one - Representative from each Member City, each serving in an individual capacity as a member of the Board —_Each Member City shal I appoint one Representative —Appointments shall be limited to the City Manager/ Administrator of each Member City or his/er authorized delegate — Each Member City shall also appoint one alternate Representative —_ The alternate Representative may attend and may participate in any meeting of the Board — When the regular Representative for whom he/ she is an alternate is absent from the meeting, the alternate Representative may vote — Each Representative serves at the pleasure of the Member City being represented —_Each Representative has one vote as the member of the Board—_ Representatives are not entitled to compensation— _However, the Executive Committee may authorize reimbursement for expense incurred by a Representative in connection with his/er duties for the Authority.
B. MEETINGS OF THE BOARD
The Board shall hold at least two meetings each year —_The -Executive Committee shall determinefix- f}y- Feseleutiew the date upon which and the hour and place at which each regular meeting is to be held.
The President may call for a special meeting of the Board in compliance with open meeting laws in the State of California or a majority of the Representatives may call for a special meeting by filing a written request with the Secretary —_The President must then set a date, time, and place for the meeting to be held within 30 days and must make provision for Joint Powers Agreement Page 7 Amended July 1, 2025 4
Commented [JW1]: Meetings will continue to
be adopted by the EC, but in a less
formal manner than by resolution.
notice of the special meeting being given.
Each meeting of the Board, and each meeting of the Executive Committee, 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).
The Authority shall have minutes of regular and special meetings kept —_ As soon as possible after each meeting, copies of the minutes shall be forwarded to each - Member City.
A majority of the members of the 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, unless otherwise specified.
C. POWERS OF THE BOARD OF DIRECTORS
The Board shall provide policy direction for the Executive Committee, the officers, and the Administrator —_The Board may delegate any and all of its authority to the Executive Committee except the following:
1. Amendments toTo change the Bylaws, which requires at least a two-hirds (2/ 3rds) vote of the Board;
2. Tacreation ofe any new Joint Protection Program;
3. termination of ae any Joint Protection Program;
4. To -expulsion ofel a Member City;
5. adoption of an operating budget for the Authority;
6. To change or rcviseAmendments to the Authority' s
Conflict of Interest Code; and
7. T - Aauthorization for a -the issuance, modification, or defeasance of bonds.
ARTICLE IX
BYLAWS AND REGULATIONS
The Board shall adopt Bylaws and general regulations not inconsistent with State law and this Agreement.
ARTICLE X
EXECUTIVE COMMITTEE
The Board shall establish an Executive Committee and delegate functions not otherwise reserved to the entire Board —_The Executive Committee shall be appointed, have the powers, and hold meetings as set forth in the Bylaws.
Joint Powers Agreement Page 8 Amended July 1, 2025 4
ARTICLE XI
OFFICERS
The officers of the Authority shall consist of an elected President, First Vice President, and Second Vice President, and an appointed Administrator, Secretary, and Treasurer— _ Other offices may be created by the Bylaws, Master Plan Documents, or the Administrator, subject to the approval of the Board or the Executive Committee, as applicable, —All offices shall be filled and have the powers and responsibilities as prescribed in the Bylaws or Master Plan Documents. frhe president shall appoint someone other than the treasurer to perform the functions of auditor/ controller of the Authority shall be performed by the Authority' s aeted administration firmofficers or employees or in house staff, or the president may assume these functions as a collateral duty of the presidency. The auditor/ controller must be a member of the Board.- The Ttreasurer and auditor/ controller have the powers, duties, and responsibilities specified in Government Code Section 6505.. The Board seal require tic trcw, urcr and auditor/ controller to file with the Authority an official bond in the amount to be fixed by the Board. The Authority shall pay the cost of bond premiums required by this section. The Authority shall purchase a bond which includes coverage forthe duties performed by the Treasurer and the auditor/ controller.
ARTICLE XII
JOINT PROTECTION PROGRAMS
A The Executive Committee may at any time, and from time to time, offer to the Board for adoption such Joint Protection Programs as may be deemed desirable —_All Member Cities shall participate in those mandatory Joint Protection Programs as set forth in the Bylaws All other Joint Protection Programs shall be optional —_ The Board shall establish the amount of Deposit Premium, determine the amount of loss reserve contribution, provide for the handling of claims, and otherwise establish the policies and procedures necessary to provide a particular Joint Protection Program for Member Cities.
Each Joint Protection Program shall remain separate and distinct from every other Joint Protection Program and the liability and obligations of each program, and its participating Member Cities shall not be a
liability or obligation of another program or participating Member City of another program _ A Member City' s participation in one program shall not obligate it or its funds on deposit with the Authority, to the debts, obligations, or liabilities of any other program — Separate accounting shall be maintained for each Joint Protection Program.
ARTICLE XIII
RESERVE FUNDS
The Authority may establish a fund for the purpose of paying the losses and establishing a reserve Joint Powers Agreement Page 9 Amended July 1, 20254-, 4-, Commented [ JR2]: Staff conformed this
section to reflect current
practices/ align with 6505..
to cover the retained portion of losses that may be insured against by the Authority or the Member Cities —,.The funds treasurer shall be invested anc reinvest tle funds in compliance with the Authority' sInvestment Policy and relevant& stae laws. and n the same manner if they vefe
Member City funds.
Refunds shall be made in accordance with the Master Plan Document
ARTICLE XIV
OPERATING FUND
or each program.
The Authority shall establish an Operating Fund.- The Operating Fund is for the purpose of paying insurance premiums, broker' sfees, adjusting fees, consultant and legal fees, and such other items as are appropriate —,.. Just demands for payment shall be made by warrants in compliance with the adopted budget —,The warrants shall be paid as directed by the Executive Committee —,The Board may establish such other funds as it considers appropriate which shall be maintained and invested in the same manner as the Operating Fund.
ARTICLE XV
BUDGET
The Board shall adopt a budget annually.
ARTICLE XVI
FUNDING AND PROCEDURES FOR CALCULATING
ANNUAL CONTRIBUTIONS
The provisions for funding and calculating annual contributions shall be as set forth in the Bylaws and the Master Plan Documents for each program.
ARTICLE XVII
RESPONSIBILITIES OF AUTHORITY
The Authority may perform or have performed the following functions in discharging its responsibilities under this Agreement:
1. assist Member Cities in developing their risk management programs ;
2. participate in risk management advisory committees formed by Member Cities;
3. provide loss prevention, safety, and security services;
4. provide all program- services as required by program Master Plan Documents ; S. provide loss analysis control by use of statistical analysis, data processing, and Joint Powers Agreement Page 10 Amended July 1,
2025 4
Commented [ JR3]: This change is to allow
for the potential formation of a captive
entity, and investment under other state
laws.
Commented PROThe MPD will be amended to
provide for flexibility in the payment
of refunds. Recall board action to
ratify decisions of executive committee
in withholding refund amounts.
record and file keeping services —_The purpose of this information is to identify high exposure operations and to evaluate proper levels of self -retention and deductibles;
6. conduct risk management audits to review the participation of each Member City in the program; and
7. perform other functions as required by the Board for the purpose of accomplishing the goals of this Agreement.
ARTICLE XVIII
RESPONSIBILITIES OF MEMBER CITIES
The Member Cities have the following responsibilities:
1. pay all financial obligations to the Authority within the time prescribed;
2. appoint an individual to be responsible for coordinating the risk management activities of his/er Member City with the Authority;
3. conduct its operations in a manner which enhances safety and loss control consistent with recommendations by Authority staff;
4. adopt a ris< management program ; carry out the duties and responsibilities as assigned or mandated by the Board of Directors and/ orthe Executive Committee which may include, but are not limited to, adherence to and/ or adoption of policies and procedures, support of initiatives deemed necessa ry for the proper functioning of the Authority, and timely execution of tasks deemed necessary for the operation and governance of the Authority;
5. establish a risk management advisery committee to work with the risk manager of the Authority;
6. maintain an active safety committee;
7. report to the risk manager during the development stages the addition of new programs or the significant reduction or expansion of existing programs;
8. permit and assist the Authority in conducting on -site safety and loss control inspections and/ or safety or risk management audits as required by the Board;
9. submit DE3 DPs to the Authority concurrent with the submission dates established by the State of California;
10. submit underwriting information requested by the Authority on a timely basis;
11. provide accurate statistical data concerning the Member City to the Authority when requested;
12. cooperate fully with the Authority in determining the cause of losses and in the settlement of losses;
13. cooperate to the fullest extent with the Authority' s Litigation Manager on matters of claims and the conduct of defense of claims; and
14. comply with risk management requirements established under the authority of this Agreement.
Joint Powers Agreement
ARTICLE XIX
2025 4
Commented [ JW5]: This will be included in
the program master plan document
WITHDRAWAL
Any Member City, at their sole discretion, may voluntarily withdraw from membership in the Authority only at the end of any fiscal year by notifying the Authority in writing six ( 6) months prior to the end of any fiscal year, or at any other time which is agreed to by the Board, unless otherwise prohibited in the Master Plan Document of any program noticenotice of withdrawal shall be final and irreversible upon its receipt by the Authority unless the Board authorizes it to be rescinded by the Member City.
ARTICLE XX
INVOLUNTARY TERMINATION
A Member City may be removed from this Agreement by a two-hirds (2/ 3rds) vote of the Board for non- compliance with— any provision of the governing documents., — Such involuntary termination shall proceed in accordance with the provisions set forth in the Bylaws.
ARTICLE XXI
CONTINUED LIABILITY
Upon any withdrawal or involuntary termination of a Member City, the said Member City shall continue to be responsible for any unpaid insurance premiums, deposit premiums, surcharges, administration costs, and claims and for any debts and assessments in accordance with the provisions of this Agreement, the Bylaws, Resolutions, and the Master Plan Documents of Joint Protection Programs in which the Member City has participated.
ARTICLE XXII
REFUNDS UPON WITHDRAWAL OR INVOLUNTARY TERMINATION
A In the event a Member City withdraws from the Authority or its membership is involuntarily terminated, said Member City shall thereafter be entitled to receive its unobligated share of monies held by the Authority, less any and all amounts owed the Authority whether contingent or not, by the said withdrawing or terminated Member CityThe remainder of any funds held by the Authority for the withdrawing or terminating Member City subject to any retention amount as provided below, shall be the unobligated share and shall be refunded to the Member City and shall be accepted in full settlement and satisfaction against any claims the Member City may have against the Authority _ The Authority shall require that sufficient funds are retained on deposit with the Authority to completely pay any and all unpaid insurance premiums, deposit premiums, surcharges, administration costs, or claims, including any amounts for unreported claims and maturity of claims against said withdrawing or terminating Member City, and the amount to be retained on deposit shall be determined by the Authority —_ Any and all rights, entitlements, benefits, and obligations after withdrawal or termination shall be subject to ongoing obligations and responsibilities agreed to by a Member City by agreeing to Joint Powers Agreement Page 12 Amended July 1,
2025 44
participate in any pooled Joint Protection Programs.
ARTICLE XXIII
TERMINATION OF AUTHORITY
The Authority may be terminated at any time if two-hirds (2/ 3rds) of the respective city councils of the then -Member Cities adopt a resolution requesting termination of the Authority; provided, however, that this Joint Powers Agreement and the Authority shall continue to exist for the purpose of disposing of all claims, concluding any pending litigations, for the liquidation and distribution of assets, and for all other functions necessary to conclude the affairs of the Authority, The Board shall take whatever action is necessary or appropriate to cause these ongoing responsibilities to be discharged and to effectively close out the affairs of the Authority —_Upon completion ofthe liquidation and dissolution of the Authority, the Authority shall pay to each city which was a member of the Authority at the time of termination its pro rata share based on a city' s contribution to the Authority, as determined by an independent Certified Public Accountant which has audited the financial records of the Authority, of the remaining assets of the Authority and shall pay to each Member City all monies held by the Authority in the reserve funds of that Member City.
ARTICLE XXIV
AUDIT
The Authority shall obtain an annual certified audit of its accounts and financial records which shall be made by a Certified Public Accountant and shall conform to generally accepted auditing standards.
Joint Powers Agreement Page 13 Amended July 1,
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ARTICLE XXV
ARBITRATION
Any controversy between the parties hereto arising out of this Agreement shall be submitted to arbitration, and such arbitration shall comply with and be governed by the provisions of the California Arbitration Act, Sections 1280 through 1294. 2 of the California Code of Civil Procedure.
ARTICLE XXVI
BINDING EFFECT OF BYLAWS, MASTER PLAN DOCUMENTS,
AND MEMORANDA OF COVERAGE
Each party to this Agreement by the execution hereof agrees to be bound by and to comply with all of the terms and conditions of this Agreement, the Bylaws, the Master Plan Documents, Memoranda of Coverage, and any resolution adopted by the Authority, the Board of Directors, or the Executive Committee as they now exist or may hereafter be adopted or amended.
ARTICLE XXVII
ENFORCEMENT
The Authority is hereby granted authority to enforce this Agreement --,..In the event action is instituted by the Authority to enforce any term of this Agreement, the Bylaws, or the Master Plan Document of any program against any Member City, the prevailing party shall be entitled to reasonable attorney fees and costs incurred because of said action, in addition to other appropriate relief.
ARTICLE XXVIII
AMENDMENTS
This Agreement may be amended by written resolution approved and signed by two-hirds (2/ 3rds) of the respective city councils of the Member Cities that are parties to this Agreement — Upon signature of any amendment by two-hirds (2/ 3rds) of the Member Cities, any Member City failing or refusing to abide by such amendment may be involuntarily terminated as a party to this Agreement as provided herein.
ARTICLE XXIX
NOTICES
Notices under this Agreement shall be sufficient if delivered to the office of the Clerk or Secretary of the respective jurisdictions.
Joint. Powers Agreement Page 14 Amended July 1,
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ARTICLE XXX
COUNTERPARTS
This Agreement may be executed in one or more counterparts and shall be as fully effective as though executed in one document.
Dated:
MEMBER CITY
BY:
Joint Powers Agreement Page 15 Amended July 1,
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