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HomeMy WebLinkAboutRES-91-5482 (ICRMA)U 1 RESOLUTION NO.91-5482 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HERMOSA BEACH, 3 CALIFORNIA PROVIDING FOR THE ADMITTANCE OF THE CITY OF FULLERTON TO MEMBERSHIP IN THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY 4 WHEREAS, the City of Hermosa Beach (the "City") is a 5 municipality duly organized and existing under the Constitution 6 and laws of the State of California ("State") [or the Charter of 7 the City]; and 8 WHEREAS, the Cities of Alhambra, Arcadia, Azusa, Baldwin 9 Park, Bell, Colton, Costa Mesa, Culver City, Downey, E1 Monte, El 10 Segundo, Gardena, Glendora, Hawthorne, Hermosa Beach, Huntington 11 park, Indio, Inglewood, Lynwood, Manhattan Beach, Monrovia, 12 Monterey Park, Redondo Beach, San Fernando, South Gate, Upland, 13 Vernon, West Covina and Whittier, California, have joined 14 together to form the Independent Cities Risk Management Authority 15 ( "Authority") ; and 16 17 WHEREAS, the City of Fullerton has applied for 18 membership in the Authority with its approval to membership 19 contingent upon approval by the existing member cities, itsl 20 compliance with the provisions of the Independent Cities Risk 21 Management Authority Joint Powers Agreement ("Joint Powers 22 Agreement") and the conditions of admittance as determined by the 23 Independent Cities Risk Management Authority Board ("Board"); 24 WHEREAS, the Board has approved Fullerton's admittance 25 to membership in the Authority; and 26 WHEREAS, this City Council is of the view that admitting 27 additional qualified members to membership in the Authority, 28 benefits this City and all members of the Authority; - 1 - `%r' it2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NOW, THEREFORE, be it resolved by the City Council of the City of Hermosa Beach as follows: 1. Approval to Membership of the City of Fullerton. This City approves the amendment to the Joint Powers Agreement to admit the City of Fullerton membership in the Authority subject to all conditions of admittance as determined by the Board. 2. Effective Date. This resolution shall take effect upon its adoption. 3. Be it further resolved that the City Clerk shall certify to the passage and adoption of this resolution; shall cause the same to be entered among the original resolution of said City; and shall make a minute of the passage and adoption thereof in the records of the proceedings of the City Council of said City in the minutes at which time same is passed and adopted. PASSED, APPROVED AND ADOPTED this August , 1991. 13th day of MAY69 of the City of Hermosa Beach, California, and PRESIDENT of the City Council -ATTEST: City Clerk .iii► � ty Attorney - 2 - `qv STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) CITY OF HERMOSA BEACH ) I, Naoma Valdes, Deputy City Clerk of the City Council of the City of Hermosa Beach, California, do hereby certify that the foregoing Resolution No. 91-5482 was duly and regularly passed, approved and adopted by the City Council of the City of Hermosa Beach at a Regular meeting of said Council at the regular meeting place thereof on August 13, 1991. The vote was as follows: AYES: Creighton, Essertier, Sheldon, Wiemans, Mayor Midstokke NOES: None ABSENT: None DATED: August 14, 1991 `1 . a. Deputy City Clerk T6-OT-LOYMOI /#"*A\ sssoaHna sxsKsoYKVK xsiH mm BONVU11SKI Hoa lKaxasHoy sHaKoa ao ssioHsxa sxror ox sxsxaxmm xxiummay xxaxaoyxvx xsiH s3lsio sxsaxsasaxi AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT FOR INSURANCE AND RISK MANAGEMENT PURPOSES This agreement is executed by and among Municipal Corporations, hereafter referred to as Member Cities, organized and existing under the laws of the State of California which are signatory to ,'mop/this Agreement and listed in Appendix "A", which is attached hereto and made a part of. This Agreement, dated July 10, 1990, amends the Joint Exercise of Powers Agreement For Insurance and Risk Management Purposes dated April 18, 1990. RECITALS This Agreement is predicated upon the following facts: A. The Member Cities are Municipal Corporations organized and operating under the laws of the State of California. B. The following State laws, among others, authorize the Member Cities to enter into this Agreement: 1. Labor Code Section 3700, allowing a city to fund its own Workers' Compensation claims; lftw� 2. Government Code Section 990, permitting a city to insure itself against tort or inverse condemnation liability..- 3. iability; 3. Government Code Section 990.4, permitting a city to provide insurance and self-insurance in any desired combination; 4. Government Code Section 990.6, permitting the proper costs for self-insurance to be charged against each city and authorizing the Governing Board to make premium payments for such coverage in an amount such Governing Board determines to be necessary to provide such coverage; 5. Government Code Section 990.8, permitting two or more cities to enter into an agreement to jointly fund such expenditures under the authority of Government Code Sections 6500-6515; 6. Government Code Section 6500-6515, permitting two or more cities to jointly exercise under an agreement any power which is common to each of them. U NOW, THEREFORE, for and in consideration of the mutual benefits, tial covenants, and agreements set forth in this Agreement, the parties agree as follows: - 1 - ARTICLE I. CREATION OF THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY. Pursuant to Article I (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, the parties hereto hereby create a public entity separate and apart from the parties to this Agreement, to be known as the Independent Cities Risk Management Authority, hereinafter referred to as the "Authority". Pursuant to Government Code Section 6508.1, the debts, liabilities, and obligations of the Authority shall not constitute debts, liabilities, or obligations of any party to this Agreement. A Member City may separately contract for or assume responsibility for specific debts, liabilities, or obligations 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 Manhattan Beach is restricted in its exercise of similar powers provided that, if the City of Manhattan Beach shall cease to be a Member City, then the Authority shall be restricted in the exercise of its power in the same manner as the City of San Fernando. ARTICLE II. PURPOSES The purpose of creating this Authority is to exercise the powers of the Member Cities to jointly accomplish the following: A. Develop effective Risk Management Programs to reduce the amount and frequency of their losses. B. Develop Risk Management Programs of insurance to protect Member Cities from the effects of catastrophic or unexpected losses. Such programs shall include, but not be limited to, coverages for losses arising out of Tort Liability, Workers' Compensation, Health Benefits, and the ownership or use of real or personal property. C. Design Risk Management Programs of the Authority on a pooled or self-funded basis whereby the cities share some portion, or all, of the costs of the program losses. D. Jointly purchase insurance, excess insurance, or reinsurance for the purpose of transferring risk of loss to commercial insurers. E. Assist Member Cities to secure a long-term financial base from the issuance of Certificates of Participation. The revenues generated from the Certificates of Participation will be used for the purpose of establishing and maintaining sufficient unencumbered financial reserves, thereby enabling the Authority to provide adequate protection to Member Cities against catastrophic, or greater than expected, claims, and to attract major reinsurers for the purpose of transferring risk. - 2 - F. Jointly secure administrative and other services including, but not limited to, underwriting, risk management, loss prevention, claims adjusting, data processing, brokerage, accounting, and legal services when related to any of the other purposes. ARTICLE III. DEFINITIONS The following definitions shall apply to the provisions of this 114=W Agreement and the By -Laws of the Risk Management Committee: A. "Agreement" shall mean this Agreement creating the Independent Cities Risk Management Authority. B. "Board" or "Governing Board" shall mean the governing body of the Authority. C. "By -Laws" shall mean the rules governing the management of each risk by the individual Risk Management Committee. D. "Claim(s)" shall mean demand(s) made against the Member Cities arising out of occurrences which are covered or alleged to be covered by the Authority's Memorandums of Coverage, or policies of insurance. E. "Fiscal Year" shall mean the period of time from the date of this Agreement to June 30, 1986, and thereafter ending on June 30 each following year. llqw� F. "ICRMA" shall mean the Independent Cities Risk Management Authority created by this Agreement. G. "Insurance" shall mean insurance purchased by the Authority to cover losses for its Member Cities. H. "Member City" shall mean any Municipal Corporation or any Joint Powers Authority, whose membership consists only of Municipal Corporations, which is a party to this Agreement and is participating in one or more Risk Management Committees. I. "Memorandum of Coverage" shall mean the document or documents issued by the Authority specifying the types of coverages and limits provided to the Member Cities. J. "Program Year" shall mean a period of time determined, usually twelve months, in which each program shall be segregated for ease in determining coverage premiums. K. "Participation" or "Participating" shall mean a Member City has elected to jointly participate in the management of a specific risk and is a member of that Risk Management Committee. L. "Risk Management" shall mean the process of identifying, evaluating, reducing, transferring, and eliminating risks. '� Risk management includes various methods of funding claims - 3 - payments, purchasing insurance, legal defense of claims, controlling losses, and determining self-insured retention levels and the amount of reserves for potential claims. M. "Risk Management Committee" shall mean those Committees created by the Authority to manage specific Risk Management Programs, i.e. "Liability Risk Management Committee". �..✓ N. "Risk Management Program" shall mean the programs of risk sharing, insurance, and risk management services established by the Authority and managed by the Risk Management Committee. `v' ARTICLE IV. PARTIES TO AGREEMENT.' Each Member City represents and warrants that it intends to, and does hereby, contract with all other Member Cities listed in Appendix "A", and any new members admitted to the Authority pursuant to Article XVII. Each Member City also represents and warrants that the withdrawal or expulsion of any Member City, pursuant to Article XIV or XV, shall not relieve any Member City of its rights, obligations, or duties under this Agreement. ARTICLE V. GOVERNING BOARD. The Authority shall be governed by a Governing Board comprised of one Representative from each Member City. The City Council of each Member City shall appoint a member of the City Council as the Member City's Representative to the Governing Board. Each Member City shall also designate an alternate Representative. The alternate Representative may be a staff officer of the Member City. Each Representative of the Governing Board has one vote. The alternate Representative may vote at meetings of the Governing Board in the absence of the Member City's Representative. Immediately upon admission of a new Member City pursuant to Article XVII, the Member City shall be entitled to appoint a Representative and alternate Representative to the Governing Board. A Representative and/or alternate Representative shall be removed from the Governing Board upon the occurrence of any one of the following events: (1) the Authority receives written notice from the appointing Member City of the removal of the Representative of alternate Representative; (2) the expulsion or withdrawal of the Member City from this Agreement; (3) the death or resignation of the Representative; (4) the Authority receives the written notice from the Member City that the Representative is no longer a member of the City Council of the Member City. Representatives and their alternate compensation. The Governing Board may expenses incurred by Representatives, or - 4 - s are not entitled to authorize reimbursement of their alternates. Pursuant to Government Code Section 6505.6, the Authority shall designate an officer or employee, or officers and employees, to 1%00, receive, deposit, invest, and disburse the property of the Authority pursuant to Government Code Sections 6505 and 6505.5. The authority shall fix the amount of the fidelity bond to be filed by such public officer(s) and/or employee(s). ARTICLE VI. BOARD MEETINGS AND RECORDS. '*1../ A. Regular Meetings. The Governing Board shall hold at least one regular meeting each quarter of each year. The Governing Board shall fix by resolution the date upon which, and the hour and place at which, each regular meeting is to be held. B. Ralph M. Brown Act. Each meeting of the Governing Board, 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 54050 et. seq. of the Government Code). C. Minutes. The Authority shall have minutes of regular, adjourned regular, and special meetings kept by the Secretary. As soon as possible after each meeting, the Secretary shall forward to each Governing Board member and each City Clerk copies of the minutes. D. Quorum. A majority of the members of the Governing Board is a quorum for the transaction of business. However, less than a quorum may adjourn from time to time. A vote of the majority of a quorum at a meeting is sufficient to take action. ARTICLE VII. OFFICERS. The Governing Board shall elect a president and vice-president from among its members at its first meeting. Thereafter, in the last meeting in each succeeding fiscal year, the Governing Board shall elect a president and a vice-president. Each officer shall assume the duties of his office upon election. If either the president or vice-president cease to be a member, the resulting vacancy shall be filled at the next regular meeting of the Governing Board held after the vacancy occurs. In the absence or inability of the president to act, the vice-president acts as president. The president shall preside at and conduct all meetings of the Governing Board. The Governing Board shall appoint a secretary and a treasurer of the Authority who may, but need not be, a member of the Governing Board. The Governing Board may appoint such other officers as it considers necessary. � ARTICLE VIII. POWERS. The Authority shall have the powers common to its Member Cities and is authorized, in its own name, to do all acts necessary to exercise such common powers to fulfill the purposes of this Agreement referred to in Article II including, but not limited to, each of the following: - 5 - A. Finance through the issuance of Certificates of Participation, or other instruments of indebtedness, self-insurance reserve funds necessary or convenient for the implementation of this Agreement. B. Incur debts, liabilities, and obligations. C. Acquire, hold, or dispose of real and personal property. D. Receive contributions and donations of property, funds, services, and other forms of assistance from any source. E. Sue and be sued in its own name. F. Employ agents and employees. G. Acquire, construct, manage, maintain, or operate buildings, works, or improvements. H. Lease real or personal property, including that of a Member City. I. Receive, collect, and disburse monies. J. Invest money in the treasury of the Authority in the same manner and on the same conditions as local agencies pursuant to Government Code Section 53601. K. Exercise all other powers necessary and proper to carry out the provisions of this Agreement. L. Develop and implement Risk Management Programs. M. Jointly purchase for the benefit of Member Cities, insurance, excess insurance, reinsurance, and enter into agreements for the benefit of Member Cities, for the purpose of transferring risk of loss to commercial insurers or reinsurers or other insurance pools. ARTICLE IX. RISK MANAGEMENT COMMITTEES. The Governing Board shall by resolution establish a Risk Management Committee for each Risk Management Program implemented by the Authority. Each Member City which elects to participate in a Risk Management Program will automatically become a member of that Risk Management Committee. Each created committee shall not become operational, or possess any ,%W, authority, until their proposed By -Laws have been approved by the Governing Board. The voting on the approval of By -Laws shall be restricted to members of the Governing Board representing cities who are members of the particular Risk Management Committee. A 1%0&01 two-thirds vote of these members is required for approval of the By -Laws. On approval of the By -Laws, the various Risk Management - 6 - Committees shall become operational and will have all of the powers specifically delegated to it by the Governing Board. When entering into any transactions authorized by the Governing Board, the committee shall use the committee title and refer to the Authority, i.e. a contract entered into by the Workers' Compensation Risk Management Committee of the Independent Cities Risk Management Authority. `r.✓ ARTICLE X. MEMBER CITY RESPONSIBILITIES. Each Member City participating in a Risk Management Program shall have the following responsibilities: A. To appoint or remove its member of the Governing Board as set forth in Article V. B. To appoint or remove its member to the Risk Management Committee. C. To approve amendments to this Agreement as set forth in Article XX. ARTICLE XI. BUDGETS The Board shall adopt an annual budget as soon as possible for the first Fiscal Year and not later than thirty days prior to the beginning of each Fiscal Year thereafter. 'a■d ARTICLE XII. ANNUAL AUDIT AND REVIEW. The Governing Board shall cause an annual financial audit of the accounts and records to be made by a Certified Public Accountant in compliance with California Government Code Sections 6505 and 6505.5 or 6505.6 with respect to all receipts, disbursements, other transactions, and entries into the books of the Authority. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Government Code Section 26909 and shall conform to generally accepted auditing standards. A report of each audit shall be filed as a public record with each of the Member Cities and also with the county auditor of the county in which each of the contracting parties is located. The report shall be filed within twelve months of the fiscal year under examination. The Authority shall pay all costs of such financial audits. ARTICLE XIII. ESTABLISHMENT AND ADMINISTRATION OF FUNDS. Funds of the Authority may be comingled for investment and administration purposes. However, each Risk Management Program shall be accounted for separately on a full accrual basis. Warrants shall be drawn to pay demands against the Authority. Said warrants shall be signed by both the President, Secretary or Treasurer and an agent, employee or general manager of the Authority. - 7 - The coverage for each Program Year of each Risk Management Program shall be as specified in the Memorandum of Coverage or policies of insurance for that Program Year of the Risk Management Program. Subject to approval by the Governing Board, which approval shall not be unreasonably withheld, each Member City shall have the ability to determine in which Risk Management Program it wishes to participate. 1_. ARTICLE XIV. WITHDRAWAL. A. Any Member City which enters a Risk Management Program may withdraw from that Risk Management Program subject to the terms and conditions as set forth in the By -Laws of that particular Risk Management Committee. B. A Member City is no longer a party to this Agreement upon its withdrawal from all of the Authority's programs. C. Any Member City which withdraws as a participant of any Risk Management Program pursuant to Section B of this Article shall not be permitted to renew participation in that Risk Management Program until the expiration of three years from the date of the Member City's withdrawal. ARTICLE XV. EXPULSIONS The Governing Board may expel any Member City from a Risk Management Program at any time for material breaches of this `ars Agreement or the By -Laws. Such expulsion must be approved by the Governing Board members representing Member Cities in that Risk Management Program or by the vote requirements for expulsion specified in the By -Laws. The withdrawal or expulsion of any Member City after the inception of its participation in the Risk Management Program shall not terminate its responsibility for the years that the Member City participated in any Risk Management Program. ARTICLE XVI. TERMINATION. This Agreement shall continue until terminated. However, it cannot be terminated until such time all principal for the Certificates of Participation shall have been retired. Thereafter, this Agreement may be terminated by vote or written consent of two-thirds of the Member Cities provided, however, that this Agreement and the Authority shall continue to exist for the purposes of disposing all claims, the distribution of assets, and any other functions necessary to conclude the affairs of the Authority. Upon termination of this Agreement, all assets of the Authority shall be distributed only among the parties that have been participants in its Risk Management Programs, including any of those parties which previously withdrew or were expelled pursuant `•W, to Articles of this Agreement, in accordance with and proportionate - 8 - to their net premium payments made during the term of this Agreement. The Governing Board shall determine such distribution N"P� within six months after the last claim covered by this Agreement has been finalized. The Governing Board is vested with all powers of the Authority for the purpose of concluding and dissolving the business affairs of the Authority. These powers shall include the power to require ,NOW/ the Member Cities which were Risk Management Program participants at the time of any particular occurrence which was covered or alleged to be covered under the Memorandum(s) of Coverage or policies of insurance to pay their share of any additional amount of premium deemed necessary by the Governing Board for the final disposition of all claims and expenses associated with such loss. ARTICLE XVII. NEW MEMBERS. With the approval of two-thirds of the Governing Board, any qualified city may become a party to this Agreement. Continuing or new membership is restricted to cities who are members of the Independent Cities Association and are located in the State of California. A city requesting membership shall apply by presenting to the Authority a resolution of the City Council's approval of the Joint Exercise of Powers Agreement and the individual Risk Management Committee By -Laws that the city intends to join. The date that the applying city will become a Member City will be determined by the Governing Board. '✓ ARTICLE XVIII. LIABILITY OF THE AUTHORITY. Each Member City agrees to indemnify and save the Authority and all other Member Cities harmless from and against all claims, losses, and damages, including legal fees and expenses, arising out of any breach or default on the part of such Member City in performance of any of its obligations under this Agreement, or any act or negligence of such Member City or any of its agents, contractors, servants, employees or licensees with respect to this Agreement. No indemnification is made under this Section for claims, losses or damages, including legal fees and expenses, arising out of the willful misconduct, negligence or breach of duty under this Agreement by the Authority or a Member City or their officers, employees, agents or contractors. The Representatives to the Governing Board and to each of the Risk Management Committees and any officer, employee, contractor, or agent of the Authority shall use ordinary care and reasonable diligence in the exercise of their power and in the performance of their duties under this Agreement. Funds of the Authority may be used to defend, indemnify, and hold harmless the Authority and any member of the Governing Board, any member of the Risk Management Committee, and any employee of the Authority for their actions taken within the scope of their duties - 9 - while acting on behalf of the Authority. Nothing herein shall limit the right of the Authority to purchase insurance to provide I%WW such coverage as is hereinabove set forth. ARTICLE XIX. NOTICES. Notices under this Agreement shall be sufficient if delivered to the office of the City Clerk of the Member Cities. ARTICLE XX. AMENDMENTS TO THIS AGREEMENT AND COMMITTEE BY-LAWS. This Agreement may be amended at any time by vote of two-thirds of the Member Cities acting through their City Council. Amendments to the individual Risk Management Committee By -Laws require two -third vote of the Governing Board members representing cities who are members of that Risk Management Committee. ARTICLE XXI. SEVERABILITY. Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions shall not be affected thereby. ARTICLE XXII, AGREEMENT COMPLETE. '�✓ The foregoing constitutes the full and complete Agreement of the parties. There are no oral understandings or agreements not set forth in writing herein. ARTICLE XXIII. TERM OF AGREEMENT. This amended Agreement shall become effective upon the Authority receiving notice of the approval by the City Council of two-thirds of the Member Cities. - 10 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. Title 1'gAYaR Executed before me this %Jr th day of iU&U5T , 1991 (City Seal) City of I/C�I 05A 6EAeN INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY �, MEMBER CITIES 1. Alhambra 16. Hermosa Beach `k✓ 2. Arcadia 17. Huntington Park 3. Azusa 18. Indio 4. Baldwin Park 19. Inglewood 5. Bell 20. Lynwood 6. Colton 21. Manhattan Beach 7. Costa Mesa 22. Monrovia S. Culver City 23. Monterey Park 9. Downey 24. Redondo Beach 10. E1 Monte 25. San Fernando 11. E1 Segundo 26. South Gate 12. Fullerton 27. Upland 13. Gardena 28. Vernon 14. Glendora 29. West Covina 15. Hawthorne 30. Whittier ``. - 12 -