CENTRAL SAN JOAQUIN VALLEY
RISK MANAGEMENT AUTHORITY
JOINT POWERS AGREEMENT
AS AMENDED JULY 1, 20251994
Redline Version
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 Redline Version
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 Redline Version
ARTICLE XXIX ................................................................................................................................. 15 NOTICES ........................................................................................................................................ 15 ARTICLE XXX .................................................................................................................................. 15 COUNTERPARTS ............................................................................................................................ 15 Redline Version
Joint Powers Agreement Page 1 Amended July 1, 20251994
AMENDED JOINT EXERCISE OF POWERS AGREEMENT
FOR INSURANCE AND RISK MANAGEMENT PURPOSES
THIS AMENDED AGREEMENT, dated for convenience this 1st day of July, 20251994, 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 990.8 provides 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-thirds vote of the Member Cities' city councils; and Redline Version
Joint Powers Agreement Page 2 Amended July 1, 20251994
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-thirds (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.
Redline Version
Joint Powers Agreement Page 3 Amended July 1, 20251994
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 Juoaquin 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. those funds charged 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 Redline Version
Joint Powers Agreement Page 4 Amended July 1, 20251994
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 Committeeparticipating Member Cities, 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 , who has been designated in writing by the Member City to represent and act for and on behalf of the Member City regarding any matter before the Authority's Board or Executive Committee. The Representative must be either: (a) 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/losses, 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 exposurearea 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 share risks; to implement risk management principles; and to provide for the future inclusion of additional incorporated municipalities desiring to become parties to the Agreement.
Redline Version
Joint Powers Agreement Page 5 Amended July 1, 20251994
ARTICLE III
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.
B. 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.
C. 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-thirds (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's intent to contract as described above with the then remaining Member Cities.
B. Each city which is a member of the Authority at the time this amended Agreement is adopted by two-thirds (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
Redline Version
Joint Powers Agreement Page 6 Amended July 1, 20251994
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 forth 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. to mMake and enter into contracts;
2. to iIncur 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 Agreementexcept as otherwise provided;
Redline Version
Joint Powers Agreement Page 7 Amended July 1, 20251994
3. to aAssess Member Cities as deemed appropriate for good cause as determined by the Executive Committee;
4. to aAcquire, hold, or dispose of real and personal property;
5. to rReceive 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. to eEmploy agents and employees;
8. to aAcquire, construct, manage, and maintain buildings;
9. to lLease real or personal property, including propertythat of a Member City; and
10. to exercise all powers necessary and proper to carry out the terms and provisions of this Agreement or otherwise authorized by law.
B. Whenever in this Agreement any consent or approval is required, the same shall 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 shall appoint one Representative. . Appointments shall be limited to the City Manager/Administrator of each Member City or his/her 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/her duties for the Authority.
B. MEETINGS OF THE BOARD
The Board shall hold at least two meetings each year. . The Executive Committee shall determinefix by resolution 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 Commented [JW1]: Meetings will continue to
be adopted by the EC, but in a less
formal manner than by resolution.
Redline Version
Joint Powers Agreement Page 8 Amended July 1, 20251994
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-thirds (2/3rds) vote of the Board;
2. To creation ofe any new Joint Protection Program;
3. To termination of ae any Joint Protection Program;
4. To expulsion ofel a Member City;
5. To adoption of an operating budget for the Authority;
6. To change or reviseAmendments to the Authority's Conflict of Interest Code; and
7. To Aauthorization for e 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.
Redline Version
Joint Powers Agreement Page 9 Amended July 1, 20251994
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.
The 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 contracted 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 6505.6. The Board shall require the treasurer 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 for the 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.
B. 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 Commented [JR2]: Staff conformed this
section to reflect current
practices/align with 6505.6.
Redline Version
Joint Powers Agreement Page 10 Amended July 1,
20251994
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 and reinvest the funds in compliance with the Authority's Investment Policy and relevant Sstate laws. and in the same manner as if they were Member City funds.
Refunds shall be made in accordance with the Master Plan Document for each program.
ARTICLE XIV
OPERATING FUND
The Authority shall establish an Operating Fund. The Operating Fund is for the purpose of paying insurance premiums, broker's fees, 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 ;
5. provide loss analysis control by use of statistical analysis, data processing, and Commented [JR3]: This change is to allow
for the potential formation of a captive
entity, and investment under other state
laws.
Commented [JR4]: The 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.
Redline Version
Joint Powers Agreement Page 11 Amended July 1,
20251994
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/her 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 risk management program ;carry out the duties and responsibilities as assigned or mandated by the Board of Directors and/or the Executive Committee which may include, but are not limited to, adherence to and/or adoption of policies and procedures, support of initiatives deemed necessary 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 advisory 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.
ARTICLE XIX
Commented [JW5]: This will be included in
the program master plan document
Redline Version
Joint Powers Agreement Page 12 Amended July 1,
20251994
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. . A notice 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-thirds (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 City. . The 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 Redline Version
Joint Powers Agreement Page 13 Amended July 1,
20251994
participate in any pooled Joint Protection Programs.
ARTICLE XXIII
TERMINATION OF AUTHORITY
The Authority may be terminated at any time if two-thirds (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 of the 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
A. 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.
Redline Version
Joint Powers Agreement Page 14 Amended July 1,
20251994
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-thirds (2/3rds) of the respective city councils of the Member Cities that are parties to this Agreement. . Upon signature of any amendment by two-thirds (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.
Redline Version
Joint Powers Agreement Page 15 Amended July 1,
20251994
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:
Redline Version
CENTRAL SAN JOAQUIN VALLEY RISK MANAGEMENT AUTHORITY
JOINT POWERS AGREEMENT
AS AMENDED AND RESTATED
EFFECTIVE JULY 1, 2025
TABLE OF CONTENTS
AMENDED AND RESTATED
JOINT POWERS AGREEMENT
CENTRAL SAN JOAQUIN VALLEY RISK MANAGEMENT AUTHORITY (CSJVRMA) ARTICLE I – DEFINITIONS ................................................................................................................. 2 ARTICLE II – PURPOSES ................................................................................................................... 4 ARTICLE III – CREATION OF JOINT POWERS AUTHORITY ................................................................ 4 ARTICLE IV – PARTIES TO AGREEMENT ........................................................................................... 4 ARTICLE V – MEMBERSHIP .............................................................................................................. 5 ARTICLE VI – TERM OF AGREEMENT ............................................................................................... 5 ARTICLE VII – POWERS OF THE AUTHORITY ................................................................................... 5 ARTICLE VIII – BOARD OF DIRECTORS ............................................................................................. 6 ARTICLE IX – BYLAWS AND REGULATIONS ...................................................................................... 7 ARTICLE X – EXECUTIVE COMMITTEE ............................................................................................. 7 ARTICLE XI – OFFICERS .................................................................................................................... 8 ARTICLE XII – JOINT PROTECTION PROGRAMS ............................................................................... 8 ARTICLE XIII – RESERVE FUNDS ....................................................................................................... 8 ARTICLE XIV – OPERATING FUND .................................................................................................... 9 ARTICLE XV – BUDGET ..................................................................................................................... 9 ARTICLE XVI – FUNDING AND PROCEDURES FOR CALCULATING ANNUAL CONTRIBUTIONS ........ 9 ARTICLE XVII – RESPONSIBILITIES OF AUTHORITY .......................................................................... 9 ARTICLE XVIII – RESPONSIBILITIES OF MEMBER CITIES ................................................................ 10 ARTICLE XIX - WITHDRAWAL ......................................................................................................... 10 ARTICLE XX – INVOLUNTARY TERMINATION ................................................................................ 11 ARTICLE XXI – CONTINUED LIABILITY ............................................................................................ 11 CSJVRMA Amended and Restated Joint Powers Agreement
Table of Contents
ARTICLE XXII – REFUNDS UPON WITHDRAWAL OR INVOLUNTARY TERMINATION ..................... 11 ARTICLE XXIII – TERMINATION OF AUTHORITY............................................................................. 11 ARTICLE XXIV – AUDIT ................................................................................................................... 12 ARTICLE XXV - ARBITRATION ......................................................................................................... 12 ARTICLE XXVI – BINDING EFFECT OF BYLAWS, MASTER PLAN DOCUMENTS, AND MEMORANDA OF COVERAGE .................................................................................................. 12 ARTICLE XXVII - ENCORCEMENT ................................................................................................... 12 ARTICLE XXVIII - AMENDMENTS ................................................................................................... 13 ARTICLE XXIX - NOTICES ................................................................................................................ 13 ARTICLE XXX - COUNTERPARTS ..................................................................................................... 13 Joint Powers Agreement Page 1 Amended and Restated July 1, 2025
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
FOR INSURANCE AND RISK MANAGEMENT PURPOSES
THIS AMENDED AND RESTATED AGREEMENT, dated for convenience this 1st day of July 2025, 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 990.8 provides 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-thirds vote of the Member Cities' city councils; and 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 Joint Powers Agreement Page 2 Amended and Restated July 1, 2025 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-thirds (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 and restated Agreement, dated July 1, 2025, which concurrently supersedes that certain Agreement creating the Authority, dated April 1, 1979, and all amendments thereto.
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 Joaquin 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.
"Executive Committee" shall mean the elected officers and the representatives appointed by each region to represent that region.
Joint Powers Agreement Page 3 Amended and Restated July 1, 2025 "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 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 Committee, 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, designated in writing by the Member City to represent and act for and on behalf of the Member City regarding any matter before the Authority's Board or Executive Committee. The Representative must be either: (a) 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/losses, insurance, and safety/risk control).
Joint Powers Agreement Page 4 Amended and Restated July 1, 2025 "Self-Insurance" shall mean the process whereby the Authority maintains sufficient reserves to pay all claims and associated expenses of a risk exposure 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; to implement risk management principles; and to provide for the future inclusion of additional incorporated municipalities desiring to become parties to the Agreement.
ARTICLE III
CREATION OF JOINT POWERS AUTHORITY
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
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-thirds (2/3rds) of the city councils of the Member Cities have adopted this amended and restated 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's intent to contract as described above with the then remaining Member Cities.
Joint Powers Agreement Page 5 Amended and Restated July 1, 2025 Each city which is a member of the Authority at the time this amended and restated Agreement is adopted by two-thirds (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
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 and restated, 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
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;
Joint Powers Agreement Page 6 Amended and Restated July 1, 2025
2. Incur debts, liabilities, and obligations, but no debt, liability, or obligation of the Authority is a debt, liability, or obligation of a Member City except as otherwise provided;
3. Assess Member Cities as deemed appropriate by the Executive Committee;
4. Acquire, hold, or dispose of real and personal property;
5. Receive contributions and donations of property, funds, services, and other forms of assistance from any source;
6. Sue and be sued in its own name;
7. Employ agents and employees;
8. Acquire, construct, manage, and maintain buildings;
9. Lease real or personal property, including property of a Member City; and
10. To exercise all powers necessary and proper to carry out the terms and provisions of this Agreement or otherwise authorized by law.
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 shall appoint one Representative. Appointments shall be limited to the City Manager/Administrator of each Member City or his/her 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/her duties for the Authority.
B. MEETINGS OF THE BOARD
The Board shall hold at least two meetings each year. The Executive Committee shall determine 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 Joint Powers Agreement Page 7 Amended and Restated July 1, 2025 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 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 to the Bylaws, which requires at least a two-thirds (2/3rds) vote of the Board;
2. Creation of any new Joint Protection Program;
3. Termination of any Joint Protection Program;
4. Expulsion of a Member City;
5. Adoption of an operating budget for the Authority;
6. Amendments to the Authority's Conflict of Interest Code; and
7. Authorization for 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 and Restated July 1, 2025
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.
The functions of auditor/controller of the Authority shall be performed by the Authority’s officers or employees. The Treasurer and auditor/controller have the powers, duties, and responsibilities specified in Government Code Section 6505.6. The Authority shall purchase a bond which includes coverage for the 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.
B. 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 to cover the retained portion of losses that may be insured against by the Authority or the Member Cities. The funds shall be invested in compliance with the Authority's Investment Policy and relevant state laws.
Refunds shall be made in accordance with the Master Plan Document for each program.
Joint Powers Agreement Page 9 Amended and Restated July 1, 2025
ARTICLE XIV
OPERATING FUND
The Authority shall establish an Operating Fund. The Operating Fund is for the purpose of paying insurance premiums, broker's fees, 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;
5. Provide loss analysis control by use of statistical analysis, data processing, and 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.
Joint Powers Agreement Page 10 Amended and Restated July 1, 2025
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/her 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. Carry out the duties and responsibilities as assigned or mandated by the Board of Directors and/or the Executive Committee which may include, but are not limited to, adherence to and/or adoption of policies and procedures, support of initiatives deemed necessary for the proper functioning of the Authority, and timely execution of tasks deemed necessary for the operation and governance of the Authority;
5. Report to the risk manager during the development stages the addition of new programs or the significant reduction or expansion of existing programs;
6. 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;
7. Submit underwriting information requested by the Authority on a timely basis;
8. Provide accurate statistical data concerning the Member City to the Authority when requested;
9. Cooperate fully with the Authority in determining the cause of losses and in the settlement of losses;
10. Cooperate to the fullest extent with the Authority's Litigation Manager on matters of claims and the conduct of defense of claims; and
11. Comply with risk management requirements established under the authority of this Agreement.
ARTICLE XIX
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. A notice 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.
Joint Powers Agreement Page 11 Amended and Restated July 1, 2025
ARTICLE XX
INVOLUNTARY TERMINATION
A Member City may be removed from this Agreement by a two-thirds (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
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 City. The 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 participate in any pooled Joint Protection Programs.
ARTICLE XXIII
TERMINATION OF AUTHORITY
The Authority may be terminated at any time if two-thirds (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.
Joint Powers Agreement Page 12 Amended and Restated July 1, 2025 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 of the 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.
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.
Joint Powers Agreement Page 13 Amended and Restated July 1, 2025
ARTICLE XXVIII
AMENDMENTS
This Agreement may be amended by written resolution approved and signed by two-thirds (2/3rds) of the respective city councils of the Member Cities that are parties to this Agreement. Upon signature of any amendment by two-thirds (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.
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: