The URL can be used to link to this page

Home My WebLink AboutPublic Agency Risk Sharing Authority of California; 1996-11-07;/ I- -- EXHIBIT 2 REVISED AND RESTATED JOINT POWERS AGREEMENT CREATING PARSAC Public Agency Risk Sharing Authority of California November 19, 1993 ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X ARTICLE XI ARTICLE XII ARTICLE XIl’I ARTICLE XIV ARTICLE XV ARTICLE XVI ARTICLE XVII ARTICLE XVIII ARTICLE XIX S.I.R. MANDATORY RESERVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ARTICLE XX RETROSPECTIVE PREMIUM ADJUSTMENTS AND ASSESSMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ARTICLE XXI ARTICLE XXII ARTICLE XXIII TABLE OF CONTENTS Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 PARTIES TO AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 PURPOSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 CREATION OF THE PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 TERM OF AGREEMENT ............................................... 6 POWERS OF PARSAC .................................................. 6 RESPONSIBILITIES OF MEMBER ENTITIES ..................... 7 BOARD OF DIRECTORS ............................................... 8 OFFICERS ................................................................. 11 - EXECUTIVE COMMITTEE ............................................ 11 ADMINISTRATION ..................................................... 12 BUDGET ................................................................... 12 ANNUAL AUDITS AND REVIEWS ................................. 12 ESTABLISHMENT AND ADMINISTRATION OF FUNDS. . . . . 13 SUPPORT OF PARSAC’S GENERAL EXPENSES.. . . . . . . . . . . . . . . 15 DEPOSIT PREMIUMS .................................................. 15 LIABILITY PROGRAM ................................................. 15 MEMORANDUM OF COVERAGE FOR THE LIABILITY PROGRAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 PROGRAMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 NEW MEMBERS ......................................................... 17 WITHDRAWAL .......................................................... 17 -i- I PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA [PARSAC] JOINT POWERS AGREEMENT THIS AGREEMENT is made in the State of California by and among those municipalities organized and existing under the laws of the State of California, hereinafter referred to as “Member Entity[ies],” which are parties signatory to this Agreement. All such Member Entities are listed in Appendix “A,” which is attached hereto and made a part hereof. RECITALS A. California Government Code Section 6500 and following permits two or -more public agencies by agreement to jointly exercise any power common to the contracting parties. B. California Government Code Section 900.4 permits a local public entity to self-. insure, purchase insurance through an authorized carrier, or purchase insurance through a surplus line broker, or any combination of these; and C. California Government Code Section 990.6 provides that the cost of insurance provided by a local public entity is a proper charge against that local public entity. D. California Government Code Section 990.8 permits two or more local entities to, by a joint powers agreement, provide insurance for any purpose by any one or more of the methods specified in Government Code Section 990.4 and provides that such pooling of self- insured claims or losses does not constitute the business of insurance under the California Insurance Code. E. Labor Code Section 37OO[c] permits all political subdivisions of this State, including each member of a pooling arrangement under a joint exercise of powers agreement, to request a certificate of consent from the Division of Industrial Welfare to self-insure against worker compensation claims. F. Each of the Member Entities which is a party to this Agreement desires to join with the other Member Entities to fund programs of insurance for workers’ compensation, liability, property and other coverages to be determined and for other purposes set forth in Article III of this Agreement. -l- -. G. The governing body of each Member Entity has determined that it is in its own best interest and in the public interest that this Agreement be executed and that it participate as a member of the Public Agency Risk Sharing Authority of California @?ARSAC] created by this Agreement. H. As of the effective date of this Agreement, this Agreement shall replace and supersede the Joint Powers Agreement Creating the Public Agency Risk Sharing Authority of California, dated May 21, 1986, as amended on November 20, 1987, July 1, 1989, and November’ 19, 1993. Now, therefore, in consideration of the above facts and the mutual benefits, promises and agreements set forth below, the Member Entities hereby agree as follows: AGREEMENT ARTICLE I DEFINITIONS The following terms shall have the following definitions: A. “APreement” shall mean this Revised and Restated Joint Powers Agreement Creating the Public Agency Risk Sharing Authority of California [PARSAC]. B. “Board” or “Board of Dire&o& shall mean the governing body of PARSAC. C. 14Bvlawsn shall mean the Bylaws of PARSAC, revised as of November 19, 1993, and as they may be further amended or revised. D. “m” shall mean any demand@] made against a Member Entity to recover for monetary damages within, or alleged to be within, the scope of coverage provided by any of PARSAC’s Memorandums of Coverage [or any commercial insurance policy related to a PARSAC Program]. E. “PARSAC” shall mean the Public Agency Risk Sharing Authority of California created by this Agreement. -2- - F. “Covered Layer” shall mean a Program’s layer[s] of coverage in exchange for which a Member Entity pays a Deposit Premium. G. “Covered Loss” shall mean any loss resulting from a claim or claims against a Member Entity which is in excess of its Self-Insured Retention and which is covered by any of PARSAC’s Memorandums of Coverage [or insurance policy related to a PARSAC Program]. H. “DeDosit Premium” shall mean the estimated amount determined for each Member Entity necessary to fund each layer of coverage for each Policy Year of each Program of PARSAC; I. “Executive Committee” shall mean that committee of the Board, constituted and exercising the authority set forth in this Agreement and in the Bylaws. J. Tiical Year” shall mean the period of time ending on June 30 of each year. during which PARSAC is in existence. K. “Incurred L,o@ shall mean the amount of monies paid and reserved by PARSAC to investigate, defend and satisfy a demand or demands made against a Member Entity. L. %surance” shall mean commercial insurance policies which PARSAC may purchase for its Member Entities, from time to time, in order to effect a transfer of risk. The term “Insurance” shall not mean any self-insurance, risk-sharing or pooling of losses or risks. M. “Member Entitv” shall mean any California municipality which is a party signatory to this Agreement, including any other agency for which the City Council sits as the Governing board. N. “Memorandum of Coverape” shall mean the document or documents issued by PARSAC specifying the type and amount of coverages provided under any Program to the Member Entities by PARSAC. 0. “MuniciDalitv” shall mean an incorporated General Law City, defined by California Government Code Section 34102, or a Charter City, defined by California Government Code Section 34101. -3- P. “Partickation Aweement” shall mean a written agreement between PARSAC and the Member Entities which participate in one of PARSAC’s Programs, which Participation Agreement shall incorporate this agreement by reference. Q* “Policv Year” shall mean a period of time, usually 12 months, for which each Program is to determine Deposit Premiums, Retrospective Premiums, and Retrospective Premium Adjustments. R. “Prowam” shall mean arrangements to cover specific types of claims which may include, but not be limited to, property, workers’ compensation, and comprehensive liability claims. S. “Retrosuective Premium” shall mean, the amount determined retrospectively as each Member Entity’s share of losses, reserves, expenses and interest income as may be. determined periodically for any Program. T. “Retrospective Premium Adiustment” shall mean the amount necessary to periodically adjust the Deposit Premium, or prior Retrospective Premiums if any, to the newly calculated Retrospective Premium amount. U. n~elf-hsured Retention” or “SIR” shall mean the amount of loss from each occurrence which the Member Entity shall retain and pay directly and which shall not be shared by the Member Entities of PARSAC. ARTICLE II PARTIES TO AGREEMENT Each Member Entity is a party to this Agreement and agrees that it intends to, and does contract with, all other parties who are signatories of this Agreement and with such other parties as may later be added as parties to this Agreement pursuant to Article XXII. Each Member Entity also agrees that the expulsion or withdrawal of any Member Entity from this Agreement, pursuant to Article XXIV or XXIII, shall not affect‘ this Agreement nor the remaining parties as to the other Member Entities then remaining. -4- ARTICLE III PURPOSES This Agreement is entered into by the Member Entities in order to: A. Create the Public Agency Risk Sharing Authority of California to carry out the purposes listed below and to exercise the powers contained in this Agreement; B. Develop effective risk management programs to reduce the amount and frequency of their losses; C. Share some portion, or all, of the cost of their losses; D. Jointly purchase commercial insurance, associate with other insurance pools, or self-insure against risks; E. Jointly purchase 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; F. Provide other joint powers insurance authorities with risk management and related services; and G. Do all things necessary to carry out the foregoing purposes, as well as all things necessary to implement the terms of this Agreement as permitted by law. ARTICLE IV CREATION OF THE PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA Pursuant to Article 1 [commencing with Section 65001 of Chapter 5 of Division 7 of Title 1 of the California Government Code, the Member Entities hereby create a public entity, separate and apart from the parties to this Agreement, to be know as the Public Agency Risk Sharing Authority of California [“PARSAC”]. Pursuant to Government Code Section 6508.1, the debts, liabilities or obligations of PARSAC shall not constitute debts, liabilities or obligations of any party to this Agreement. However, a Member Entity may separately contract for or assume responsibility for, specific debts, liabilities or obligations of PARSAC. -5- ARTICLE V TERM OF AGREEMENT This Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated in accordance with Article XXVI. ARTICLE VI POWERS OF PARSAC PARSAC shall have the powers common to its Member Entities in California and all additional powers permitted to a joint powers authority by California law, and the parties hereby authorize PARSAC to do all acts necessary to exercise such powers to fulfil1 the purposes of this Agreement referred to in Article III, including, but not limited to, the . following: A. Make and enter into contracts; B. Incur debts, liabilities and obligations; C. Acquire, hold, lease or dispose of real and personal property, contributions and donations of property, funds, services and other forms of assistance; D. Sue and be sued in its own name and settle any claim against it; E. Employ agents and employees; F. Acquire, construct, manage, maintain or operate buildings, works or improvements; G. Receive, collect, and disburse monies; and invest its money not required for its immediate necessities, in compliance with Government Code Section 53601; and H. Exercise all powers necessary and proper to carry out the terms and provisions of this Agreement. These powers shall be exercised in the manner provided by applicable law and as set forth in this Agreement. 4% ARTICLE VII RESPONSIBILITIES OF MEMBER ENTITIES Each Member Entity shall comply with the following responsibilities: A. To sign this Agreement and participate in PARSAC’s Liability Program; B. To sign a Membership Resolution and Participation Agreement for each Program; C. To pay Deposit Premiums, Retrospective Premium Adjustments, and any Special Assessments to PARSAC on or before the due date; D. To appoint, elect or remove representatives to serve as director and alternate on the Board as set forth in Article VIII and the Bylaws, which representatives shall act on behalf of the Member Entity on all matters coming before the Board; . E. To assure that its representative director or alternate attends at least the annual meeting of the Board; F. To assure that its representative director and alternate keep informed about PARSAC’s activities and to assist them in doing so; G. To approve amendments to this Agreement as set forth in Article XXIX; H. To file, in a prompt and timely manner, all statewide, county, and locally- mandated reports and filings, including but not limited to the Fair Political Practices Commission’s Statement of Economic Disclosure and the Secretary of State’s Public Agency Roster Statement of Facts; I. To undertake an annual risk management audit of its facilities and activities, conducted by a person and/or firm approved by PARSAC’s Executive Committee, and, based upon such audit report, to evidence correction, elimination and/or clarification of all noted deficiencies or audit recommended corrections to the satisfaction of PARSAC’s Executive Committee. Risk management audits may be required by the Executive Committee more frequently than annually. Risk management audits may be paid by PARSAC and charged back .to Member Entities as part of the Retrospective Premium Adjustment; -7- J. To provide PARSAC with a copy of its most recent audited annual financial statements prepared *by a Certified Public Accountant; or, if not available, provide PARSAC with the most recent set of monthly financial statements [which have not been audited]; and provide any other financial material as may be requested by PARSAC from time to time; K. To cooperate with, communicate and assist, in a timely manner, PARSAC and any insurer, claims adjuster, legal counsel or other service-provider engaged or retained by PARSAC in all matters relating to this Agreement; L. To promptly cooperate with PARSAC to determine and/or clarify any incidents which might become losses, the cause of any and all actual losses, and methods to bring about settlement of claims; and M. To comply with its obligations and responsibilities under this Agreement, the Bylaws, the Memorandum of Coverage, the Risk Management Standards, PARSAC’s policies and procedures, and any other contract or requirement [as any of the foregoing may be created or amended] necessary to implement this Agreement or any Program in which the Member Entity participates. ARTICLE VIII BOARD OF DIRECTORS Except as otherwise provided in this Agreement or in the Bylaws, the powers of PARSAC shall be exercised, its property shall be controlled, and its affairs shall be conducted by its Board of Directors, whose meetings, functions and activities shall be governed by the Bylaws. The Board shall be composed of one director who represents and acts on behalf of each respective Member Entity which participates in PARSAC’s Liability Program. The number of persons on the Board shall be equal to the number of Member Entities which participate in the Liability Program. In addition, each Member Entity shall appoint a second individual, as alternate director, who shall have the authority to attend, participate in, and vote at any -8- meeting of the Board when the respective director is absent. Each director and alternate director shall be an elected official or employee of the respective Member Entity, shall be appointed by the respective Member Entity’s governing body, and shall serve at its pleasure. If a director or alternate ceases to be an employee or elected official of a Member Entity for any reason, his or her position on the Board and any of its committees shall immediately terminate. The Board of Directors shall have the following powers and functions: A. The Board shall exercise all powers and conduct all business of PARSAC, either directly or by delegation of authority to other bodies or persons pursuant to this Agreement and applicable law. B. The Board shall form an Executive Committee from its membership. In the. Bylaws the Board shall delegate to that Committee such powers as it sees fit. C. The Board may form such other committees as it deems appropriate in conducting PARSAC’s business. D. The Board shall elect PARSAC’s officers. E. The Board shall cause to be prepared and adopt PARSAC’s annual operating budget. F. The Board shall develop, or cause to be developed, and shall review, modify as necessary, and adopt each of PARSAC’s Programs, including all provisions for reinsurance and administrative services necessary to carry out such Program. G. The Board shall contract or otherwise provide for necessary services to PARSAC and to Member Entities. These necessary services may include, but shall not be limited to, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjusting, and legal defense services. H. The Board, either directly or through the Executive Committee, shall provide general supervision and policy direction to PARSAC’s General Manager. -9- I. The Board shall receive and act upon reports’of its committees and the General Manager, either directly or through the Executive Committee. J. The Board shall establish monetary limits upon any delegation of the claims payment and settlement authority, beyond which a proposed settlement must be referred to the Board for approval. K. The Board may require that PARSAC review, audit, report upon, and make recommendations with regard to the safety or claims administration functions of any Member Entity insofar as those functions are affecting PARSAC’s liability or potential liability. The Board may forward any or all such recommendations to the Member Entity with a request for compliance and a statement of potential consequences for noncompliance. L. The Board shall receive, review and act upon periodic reports and audits of. PARSAC’s funds. M. The Board shall appoint the General Manager as Secretary of PARSAC, to serve at the Board’s pleasure. N. The Board may amend, repeal or adopt new Bylaws, this Agreement or other key documents. 0. The Board may increase, decrease, or otherwise amend the coverages, limits and other terms of any Memorandum of Coverage. P. The Board shall approve any proposal by the Executive Committee for Special Assessments from the Member Entities before such Special Assessments are billed. Q* The Board may expel a Member Entity from any Program or from membership in PARSAC pursuant to Article XXIV of this Agreement. R. The Board may ratify actions of the Executive Committee, where such ratification is required before the action becomes final. S. The Board may enter into a joint venture or contractual arrangement with any similar entity and may also enter into a merger or acquisition agreement with a similar entity, provided that if PARSAC is not the surviving entity in any such merger or acquisition, such action shall require approval by the vote of three-fourths of the Member Entities. -lO- T. The Board shall have such other powers and functions as are provided for in this Agreement, the Bylaws, and applicable law. ARTICLE IX OFFICERS The officers of PARSAC shall be the President, Vice President, General Manager/Secretary, Treasurer, and Auditor/Controller, and their qualifications and duties shall be those set forth in the Bylaws. ARTICLE X EXECUTIVE COMMITTEE The Board shall create an Executive Committee, all of whose members shall be directors. The Executive Committee shall be composed of nine [9] members, including the elected officers of PARSAC [the President, Vice President, Treasurer, and Auditor/Controller], who shall serve ex-officio, and five [5] other individuals, who shall be elected by a majority vote of the Board for two-year terms at its annual meeting. The General Manager of PARSAC shall attend meetings of the Executive Committee and shall serve as its Secretary but shall have no vote. The authority of the Executive Committee and provisions for its meetings shall be as stated in the Bylaws. -ll- - ARTICLE XI ADMINISTRATION PARSAC shall have a General Manager, who may be appointed or terminated by the Executive Committee, and who shall serve as the Secretary of PARSAC. The General Manager shall attend meetings of the Board, the Executive Committee and other committees of the Board but shall have no vote and shall be responsible for the preparation and maintenance of all minutes of meetings of the Board and its Committees, notices of meetings, and records of PARSAC. The General Manager shall also administer and supervise PARSAC’s business and activities, subject to the direction and supervision by the Board and the Executive Committee, and shall be responsible for carrying out the duties set forth in the Bylaws. . ARTICLE XII BUDGET The Board shall adopt an annual budget as recommended by the Executive Committee prior to the beginning of each Fiscal Year. ARTICLE Xl-II ANNUAL AUDITS AND REVIEWS A. Financial Audit. The Auditor/Controller shall cause an annual financial audit of the accounts and records to be prepared 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 PARSAC. 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 accounting standards. A report of each such audit shall be filed as a public record with the Board, each of the Member Entities, and each county auditor of the county in which each of the Member Entities is located. The report shall be filed within twelve [12] months of the end of the fiscal year under examination. PARSAC shall pay all costs for such financial audits. -12- B. Actuarial Review. The Board shall cause an annual actuarial review to be prepared for each of the Programs of PARSAC and a report of such actuarial review shall be made available for inspection by the Board and the Member Entities. PARSAC shall pay all costs for such actuarial reviews. C. Claims Review. The Board shall cause an annual claims review to be prepared of the administration of the claims for each of the Programs of PARSAC. A report of such claims review shall be made available for inspection by the Board and the Member Entities. PARSAC shall pay all costs of such claims reviews. ARTICLE XIV ESTABLISHMENT AND ADMINISTRATION OF FUNDS PARSAC shall be responsible for the strict accountability of all funds and the reporting of all receipts and disbursements in accordance with generally accepted accounting principles. It will comply with all provisions of law relating to this subject, including California Government Code Sections 6505, 6505.1, 6505.5, or 6505.6. The Treasurer of PARSAC shall establish and maintain such funds and accounts as may be required by good accounting practices and by the Board. Separate accounts shall be established and maintained for each Program Year of each Program of PARSAC. Books and records of PARSAC in the hands of the Treasurer or other designated person shall be open to inspection at all reasonable times by members of the Board or authorized representatives of the Member Entities. The Treasurer shall have the custody of and disburse PARSAC’s funds. He or she may delegate disbursing authority to such persons as may be authorized by the Board to perform that function; provided that, pursuant to Government Code Section 6505.5, the Treasurer shall: A. Receive and acknowledge receipt of all funds of PARSAC and place them in the treasury to the credit of PARSAC; -13- B. Be responsible upon his or her official bond for the safekeeping and disbursement of PARSAC’s funds so held by him or her; C. Pay any sums due from PARSAC as approved for payment by the Board or by any body or person to whom the Board has delegated approval authority, making such payments from PARSAC’s funds upon warrants drawn by the Auditor; D. Verify and report in writing to PARSAC and to Member Entities, as of the first day of each quarter of the fiscal year, the amount of money then held for PARSAC, the amount of receipts since the last report, and the amount paid out since the last report; E. Prepare a complete written report of all financial activities within one hundred and twenty [120] days after the close of each fiscal year for such fiscal year to the Board and to each Member Entity; and . F. Receive, invest, and disburse funds in accordance with the procedures established by the Board or the Bylaws and in conformity with applicable law. Pursuant to Government Code Section 6505.1, the General Manager, the Treasurer, and such other persons as the Board may designate shall have charge of, handle, and have access to PARSAC’s property. PARSAC shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in form specified by the Board covering all officers and employees of PARSAC who are author&d to hold or disburse PARSAC’s funds, and aB officers and employees who are author&d to have charge of, handle, and have access to PARSAC’s property. The Auditor/Controller shall draw warrants to pay demands against PARSAC when the demands have been approved by both the President and the General Manager. -14- ARTICLE XV SUPPORT OF PARSAC’S GENERAL EXPENSES Costs of staffing and supporting PARSAC [hereinafter called PARSAC’s general expenses] shall be equitably allocated among the various Programs by the Board, and shall be funded by the Member Entities which participate in such Programs [and ex-Member Entities] in accordance with such allocations. ARTICLE XVI DEPOSIT PREMIUMS The Deposit Premiums for each Member Entity shall be set by PARSAC using various rating and underwriting criteria, such as: . Ul The Member Entity’s payroll; PI The Member Entity’s exposure base; r31 The results of an on-site underwriting inspection; 141 The Member Entity’s prior claims history; PI Total insurable values; and/or 161 Employee classification ratings. Deposit Premiums shall be billed to the Member Entities at least thirty [30] days prior to the inception of coverage or a new Policy Year. All Deposit Premiums shall be due and payable before the inception of coverage or on or before the first day of a new Policy Year. ARTICLE XVII LIABILITY PROGRAM Member Entities shall participate in PARSAC’s Liability Program as a condition of membership in PARSAC. The first Policy Year shall end on June 30, 1987. Subsequent Policy Years shall begin on July 1 of each succeeding year and shall continue through the following June. Retroactive coverage may be provided as approved by the Board and documented on the Declaration Page of the respective Memorandum of Coverage. -15 ARTICLE XVIII MEMORANDUMS OF COVERAGE I. The types and amounts of coverage for each Program provided to Member Entities shall be specified in a Memorandum of Coverage which shall be issued by PARSAC to each Member Entity for each Program Year in which the Member Entity has coverage. The Board shall have the power and authority to decrease, increase, or amend the coverage provided by a Memorandum of Coverage. If any such amendment is approved by the Board during a Policy Year, no Member Entity participating in that Policy Year shall be entitled to withdraw by reason of any said amendment prior to the termination of that Policy Year. ARTICLE XIX SIR MANDATORY RESERVES . The Board may determine and require that Member Entities establish and maintain mandatory loss reserves for claims which are less than Member Entities’ self-insured retention [SIR] or deductible. ARTICLE XX RETROSPECTIVE PREMIUM ADJUSTMENTS AND ASSESSMENTS Retrospective Premium Adjustments for each Program shall be calculated periodically, as determined by the Board and specified in the respective Participation Agreement. The Board may determine and levy special assessments on Member Entities by majority vote. ARTICLE XXI PROGRAMS The coverage for each Policy year of each Program shall be as specified in the respective Participation Agreement and Memorandum of Coverage. All Member Entities shall participate in the Liability Program, and subject to approval by the Board, which approval shall not be unreasonably withheld, each Member Entity may determine in which other Programs it will participate. -16- ARTICLE XXII NEW MEMBERS - Any California municipality may apply for membership in PARSAC and participation in any of PARSAC’s Programs at any time. Municipalities must participate in at least the Liability Program. PARSAC shall review all requests for membership and shall determine. which applicants shall be accepted for membership, in which Programs they may participate, and when such participation shall begin. Municipalities shall become new Member Entities as of the effective date of coverage under the Liability Program. Municipalities which are in the process of incorporation shall be covered only as of the effective date of incorporation. Deposit Premiums for coverage which begins during a Policy Year may be prorated for. the remainder of the Policy Year, in accordance with the provisions of the respective Participation Agreement. ARTICLE XXIII WITHDRAWAL Member Entities shall be obligated to participate in the Liability Program for rolling three-year periods [the current Policy Year plus the two next consecutive Policy Years]. Participation in other Programs shall be specified in the respective Participation Agreement. In order to withdraw from participation from the Liability Program, a Member Entity shall give PARSAC written notice of its intent to withdraw at any time during a Policy Year, which withdrawal shall be effective on the expiration of the two-year period which begins with the fust day of the next Policy Year. Withdrawal from the Liability Program shall terminate coverage under it and shall constitute withdrawal from this Agreement and from membership in PARSAC, subject to the ex-Member Entity’s continuing obligations under Article XXV, below. -17- ’ Any notice of intent to withdraw may be rescinded in writing with Executive Committee consent at any time earlier than ninety days before the expiration of the withdrawal period. [Member Entities’ participation in other Programs shall be specified in the respective Participation Agreements.] Any Member Entity which withdraws as a participant in any Program may renew participation in that Program by complying with all Program rules and regulations. ARTICLE XXIV EXPULSION Regardless of its three-year commitment under the Liability Program, a Member Entity. may be expelled from PARSAC or a Program either with or without cause. The General Manager shall review any lack of satisfactory performance or other problem with the Member Entity and shall attempt to resolve the matter. If the General Manager determines that the Member Entity is unwilling or unable to correct the problem, the General Manager shall present the matter to the Executive Committee. The Executive Committee may recommend to the Board that the Member Entity be expelled, either for cause or without cause. Action by the Board shall require thevote of a majority of the total number of directors. A. Exuukion Without Cause. The Executive Committee may decide to recommend that a Member Entity be expelled without cause [for no stated cause]. Written notice of the Executive Committee’s recommendation for expulsion shall be delivered to the Member Entity by certified mail at least fourteen [14] days before the Board meeting at which the matter will be discussed. -18- .- B. Exuulsion for Cause. If the Executive Committee’s recommendation is to expel a Member Entity for cause, the Board shall appoint a hearing officer to conduct a hearing on the matter, and the hearing officer shall be responsible for all notices, procedures and reports in connection with the hearing. Written notice of the date, time and place of the hearing, along with a summary of the reasons supporting the expulsion for cause shall be delivered to the Member Entity at least fourteen [14] days before the hearing, by certified mail. The notice shall also include any guidelines concerning the procedures to be followed at the hearing. The hearing officer shall preside at the hearing and shall be responsible for the conduct of the .hearing and all rulings on procedure, evidence and law during the hearing. Both the Member Entity and PARSAC shall be represented by legal counsel at the hearing. Both parties may present written and oral evidence. A transcript of the proceedings shall be. kept, either by a court reporter or by a good quality tape recorder, a written transcription of which may be prepared at the requesting party’s expense. Within thirty [30] days after the hearing is declared closed by the hearing officer, he or she shall prepare written rulings of fact and law, with a recommendation for further action by the Board, and shall deliver the decision to the Member Entity and PARSAC. Within thirty [30] days after receipt of the hearing officer’s decision, the Board shall consider and act on the hearing officer’s recommendation. The Board shall permit the Member Entity to present a written response to the hearing officer’s recommendations. The Board’s decision shall be final, and if it decides to expel the Member Entity, it shall also state the effective date on which coverage terminates. C. ortunitv to Remedv. In considering the expulsion of a Member Entity, the Executive Committee shall allow the affected Member Entity a reasonable opportunity to address and remedy the reasons, if any, for the proposed expulsion. The period of time so allowed shall be within the sole discretion of the Executive Committee. If such a reasonable opportunity is allowed, PARSAC may require quarterly audits to monitor the affected Member Entity’s remedial actions or any other conditions to its continued participation in PARSAC or its Programs. -19- D. Alternative Coverage. A Member Entity- which is the subject of a proposed expulsion shall be responsible for investigating the availability of alternate coverage. On the request of the Member Entity, the Board may permit the Member Entity a reasonable time to make arrangements for alternative coverage, but such period of time shall be at the Board’s sole discretion. ARTICLE XXV EFFECT OF WITHDRAWAL OR EXPULSION ON MEMBER ENTITY’S RESPONSIBILITIES The withdrawal or expulsion of any Member Entity [the ex-Member Entity] after its participation in any Program shall not terminate its responsibility with respect to the following: A. Provide PARSAC with such statistical and loss experience data and other information as may be necessary for PARSAC to carry out the purposes of this Agreement; B. Pay to PARSAC when due any Deposit Premiums or Retrospective Premium Adjustments for each Policy Year of each Program in which it participated; C. Cooperate fully with PARSAC in determining the cause of losses in the settlement of claims; D. Cooperate with and assist PARSAC and any insurer, claims adjuster, legal’ counsel or other service provider engaged or retained by PARSAC in all matters relating to this Agreement or a Participation Agreement; and E. Comply with the Bylaws, Participation Agreements, and all policies and procedures of PARSAC not inconsistent with the provisions of this Agreement and not inconsistent with its withdrawal from PARSAC. -2o- .- In addition, PARSAC may retain all Deposit Premiums, assessments, property or other charges paid or transferred to PARSAC, and the ex-Member Entity is obligated to pay any future assessments made with respect to the Policy Years of any Program in which it participated, until all claims relating to such Policy Year[s] and Program[s] are settled, paid or resolved, at which time PARSAC shall refund to the ex-Member Entity any premiums, deposits, or property which it has retained and which were not expended in settling, paying or otherwise resolving claims against the ex-Member Entity. ARTICLE XXVI TERMINATION OF AGREEMENT AND DISTRIBUTION OF ASSETS This Agreement shall continue in full force and effect until terminated. Termination of this Agreement shall also constitute the termination of all Participation Agreements and all Programs. This Agreement may be terminated at any time by the vote of three-fourths of the Member Entities; provided, however, that this Agreement and PARSAC shall continue to exist for the purpose of disposing of all claims, the distribution of assets, and any other functions necessary to wind up the affairs of PARSAC. Upon termination of this Agreement, all assets of each Program of PARSAC shall be distributed among the Member Entities [and ex-Member Entities which previously withdrew or were expelled] which participated in such Programs, in accordance with and proportionate to their net premium payments made during the term of this Agreement. Such distributions shall be determined within six [6] months after the disposal of the last pending claim or other liability covered by each Program. Following the termination of this Agreement, any Member Entity which was a participant in any Program of PARSAC shall pay any additional amount of premium, determined by the Board or its designee in accordance with a retrospective premium adjustment, which may be necessary to enable final disposition of all claims arising from losses under that Program during the Member Entity’s period of participation. -21- The Board is vested with all powers of PARSAC for the purpose of concluding and dissolving the business affairs of PARSAC. The Board may designate legal counsel and any committee or person to carry out a plan of dissolution adopted by the Board. ARTICLE XXVII NOTICES Notices to Member Entities under this Agreement, a Participation Agreement, or the Bylaws shall be sufficient if mailed to their respective addresses on file with PARSAC. Notices to PARSAC shall be sufficient if mailed to the address of the principal executive office of PARSAC, addressed to the General Manager. . ARTICLE XXVIII PROHIBITION AGAINST ASSIGNMENT No Member Entity may assign any right, claim, or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any Member Entity shall have any right, claim or title to any part, share, interest, fund, premium or asset of PARSAC. ARTICLE XXIX AMENDMENTS This Agreement may be amended by a two-thirds vote of the Board at any duly convened regular or special meeting; provided that, any such amendment has been submitted to the directors and the Member Entities at least thirty [30] days in advance of such meeting. Any such amendment shall become effective immediately, unless otherwise stated therein. -22- ARTICLE XXX 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 XXX1 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, except as noted with respect to the Bylaws, Participation Agreements, and Memorandums of Coverage. If any provision of this Agreement conflicts with a provision of the Bylaws, a Participation Agreement, a Memorandum of Coverage or other document, such conflicting provisions shall be interpreted to avoid any such conflict, but this Agreement shall govern. -23- - ARTICLE XXXII FILING WITH SECRETARY OF STATE A notice of this Agreement and any amendments thereto shall be prepared and filed with the California Secretary of State within thirty [30] days of the effective date of this Agreement or any amendment. The notice shall contain the name of each public agency which is a party to the Agreement, the date upon which the Agreement became effective, a statement of purpose of the Agreement or the power to be exercised, and a description of the amendment or amendments made to the Agreement, if any. In witness whereof, the authorized officials of the parties hereto have executed this’ Agreement as of the date indicated below. [Municipality] By: [Signature of authorized official] Date: November 19, 1993 -24- -- APPENDIX “A” LTST OF MEMBER ENTITIES City of Alturas City of Avalon City of Blue Lake City of Calistoga City of Canyon Lake City of Carlsbad City of Clearlake City of CoaIinga City of Femdale City of Grass Valley City of Highland City of Nevada City City of Pacific Grove Cit of Placentia City of Placerville City of Plymouth City of Point Arena City of Ranch0 Cucamonga City of Rialto City of Ridgecrest City of South Lake Tahoe City of Tehama City of Trinidad City of Twentynine Palms City of Wheatland Town of Yountville City of Yucaipa Town of Yucca Valley -25 w/RITE IT- DON’T S&i’ IT! To File From Karen Date Jan. 11 0 Reply Wanted ONo Reply Necessary 19 94 The Public Agency Risk Sharing Authority of California (PARSAC) was formerly the California Municipal Insurance Authority (CMIA). A copy of Res. No. 94-2 was provided to Risk Management on l/10/94 per their request. They did not request that the JPA be signed. K. AIGNER FORM NO. S-032 PRINTED IN USA PARSAC JOINT POWERS AGREEMENT Public Agency Risk Sharing Authority of California EXHIBIT 2 O Best Best & Krieger LLP 19% - TABLE OF CONTENTS ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 ARTICLE II PARTIES TO AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . 6 ARTICLE III ARTICLE IV ARTICLE V PURPOSES .................................. 6 CREATION OF THE PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA .............. 7 TERM OF AGREEMENT ......................... 7 ARTICLE VI ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X POWERSOFPARSAC ........................... 7 RESPONSIBILITIES OF MEMBER ENTITLES ............ 8 BOARD OF DIRECTORS ......................... 10 OFFICERS...................................1 3 EXECUTIVE COMMITTEE ........................ 13 ARTICLE XI ADMINISTRATION ............................. 14 ARTICLE XII BUDGET....................................1 4 ARTICLE XIII ANNUAL AUDITS AND REVIEWS ..... : ............ 14 ARTICLE XIV ESTABLISHMENT AND ADMINISTRATION OFFUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...15 ARTICLE XV SUPPORT OF PARSAC’S GENERAL EXPENSES ......... 17 ARTICLE XVI DEPOSIT PREMIUMS ........................... 17 ARTICLE XVII LIABILITYPROGRAM ....... , .................. 18 ARTICLE XVIII MEMORANDA OF COVERAGE .................... 18 ARTICLE XIX S.I.R.MANDATORY RESERVE .................... 19 RVPUB/DIA2833 -i- -- ARTICLE XX RETROSPECTIVE PREMIUM ADJUSTMENTS AND ASSESSMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 ARTICLE XXI NEW MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . 19 ARTICLE XXII WITHDRAWAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 ARTICLE XXIII EXPULSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...21 ARTICLE XXIV EFFECT OF WITHDRAWAL OR EXPULSION ON MEMBER ENTITY’S RESPONSIBILITIES . . . . . . . . . . . . . . 23 ARTICLE XXV TERMINATION OF AGREEMENT AND DISTRIBUTION OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . 24 ARTICLE XXVI NOTICES . :. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 ARTICLE XXVII PROHIBITION AGAINST ASSIGNMENT . . . . . . . . . . . . . . . 25 ARTICLE XXVIII AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 ARTICLE XXIX SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ARTICLE XXX AGREEMENT COMPLETE . . . . . . . . . . . . . . . . . . . . . . . . 26 ARTICLE XXXI EXECUTION OF COUNTERPARTS . . . . . . . . . . . . . . . . . . 27 APPENDIX “A” LIST OF MEMBER ENTITIES . . . . . . . . . . . . . . . . . . . . . . . 28 RVWBIDIA2333 -ii- PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA [PARSAC] JOINT POWERS AGREEMENT THIS AGREEMENT is made in the State of California by and among those municipalities organized and existing under the laws of the State of California, hereinafter referred to as “Member Entity[ies],” which are parties signatory to this Agreement. All such Member Entities are listed in Appendix “A”, which is attached hereto and made a part hereof. RECITALS A. California Government Code Section 6500 and following permits two or more public agencies by agreement to jointly exercise any power common to the contracting parties. B. California Government Code Section 990.4 permits a local public entity to self- insure, purchase insurance through an author&d carrier, or purchase insurance through a surplus line broker, or any combination of these; and c. California Government Code Section 990.6 provides that the cost of insurance provided by a local public entity is a proper charge against that local public entity. D. California Government Code Section 990.8 permits two or more local entities to, by a joint powers agreement, provide insurance for any purpose by any one or more of the methods specified in Government Code Section 990.4 and provides that such pooling of self- insured claims or losses does not constitute the business of insurance under the California Insurance Code. E. State law permits all political subdivisions of this State, including each member of a pooling arrangement under a joint exercise of powers agreement, to maintain in good standing a certificate of consent to self-insure against claims. F. Each of the Member Entities which is a party to this Agreement desires to join with the other Member Entities to fund programs of insurance for workers’ compensation, liability, property and other coverages to be determined and for other purposes set forth in Article III of this Agreement. G. The governing body of each Member Entity has determined that it is in its own best interest and in the public interest that this Agreement be executed and that it participate as a member of the Public Agency Risk Sharing Authority of California [PARSAC] created by this Agreement. H. As of the effective date of this Agreement, this Agreement shall replace and supersede the Joint Powers Agreement Creating the Public Agency Risk Sharing Authority of California, dated May 21, 1986, as amended on November 20, 1987, July 1, 1989, and November 19, 1993. Now, therefore, in consideration of the above facts and the mutual benefits, promises and agreements set forth below, the Member Entities hereby agree as follows: -2- AGREEMENT ARTICLE I DEFINITIONS The following terms shall have the following definitions: A. “Ameement” shall mean this Revised and Restated Joint Powers Agreement Creating the Public Agency Risk Sharing Authority of California [PARSAC]. B. “Alternate” shall mean the person designated by the Member Entity to act as a director of PARSAC in the absence of the Director. The Alternate shall have the same responsibility, power and authority as the Director when acting in the Director’s stead. C. “Board” or “Board of Directors” shall mean the governing body of PARSAC. D. “Bvlaws” shall mean the Bylaws of PARSAC, revised as of November 19,1993, and as they may be further amended or revised. E. “Claims” shall mean any demand[s] made against a Member Entity to recover for monetary damages within, or alleged to be within, the scope of coverage provided by any of PARSAC’s Memorandums of Coverage [or any commercial insurance policy related to a PARSAC Program]. F. “PARSAC” shall mean the Public Agency Risk Sharing Authority of California created by this Agreement. G. ” Coveratze Laver” shall mean a Program’s layer[s] of coverage in exchange for which a Member Entity pays a Deposit Premium. H. “Covered Loss” shall mean any loss resulting from a claim or claims against a Member Entity which is in excess of its Self-Insured Retention and which is covered by any of PARSAC’s Memorandums of Coverage [or insurance policy related to a PARSAC Program]. -3- I. “DeDosit Premium” shall mean the estimated amount determined for each Member Entity necessary to fund each layer of coverage for each Policy Year of each Program of PARSAC. J. “Executive Committee” shall mean that committee of the Board, constituted and exercising the authority set forth in this Agreement and in the Bylaws. K. “Fiscal Year” shall mean the period of time ending on June 30 of each year during which PARSAC is in existence. L. “Incurred Loss” shall mean the amount of monies paid and reserved by PARSAC to investigate, defend and satisfy a demand or demands made against a Member Entity. M. “Insurance” shall mean commercial insurance policies which PARSAC may purchase for its Member Entities, from time to time, in order to effect a transfer of risk. The term “I nsurance” shall not mean any self-insurance, risk-sharing or pooling of losses or risks. N. “Member Entitv” shall mean any California municipality which is a party signatory to this Agreement including any other agency for which the City Council sits as the Governing board. 0. “Memorandum of Coverage” shall mean the document or documents issued. by PARSAC specifying the type and amount of coverages provided under any Program to the Member Entities by PARSAC. P. “hhmiciw&y” shall mean an incorporated General Law City, defined by California Government Code Section 34102, or a Charter City, defined by California Government Code Section 34101. 4 Q. “Particiuation Agreement” shall mean a written agreement between PARSAC and the Member Entities which participate in one of PARSAC’s Programs, which Participation Agreement shall incorporate this agreement by reference. R. “Policv Year” shall mean a period of time, usually 12 months, for which each Program is to determine Deposit Premiums, Retrospective Premiums, and Retrospective Premium Adjustments. S. “Propram” shall mean arrangements to cover specific types of claims which may include, but not be limited to, property, workers’ compensation, and comprehensive liability claims. T. “Retrosuective Premium” shall mean, the amount determined retrospectively as each Member Entity’s share of losses, reserves, expenses and interest income as may be determined periodically for any Program. U. “Retroswctive Premium Adiustment” shall mean the amount necessary to periodically adjust the Deposit Premium, or prior Retrospective Premiums if any, to the newly calculated Retrospective Premium amount. V. “Self-Insured Retention” or “m” shall mean the amount of loss from each occurrence which the Member Entity shall retain and pay directly and which shall not be shared by the Member Entities of PARSAC. -5- ARTICLE II PARTIES TO THE AGREEMENT Each Member Entity is a party to this Agreement and agrees that it intends to, and does contract with, all other parties who are signatories of this Agreement and with such other parties as may later be added. Each Member Entity also agrees that the expulsion or withdrawal of any member Entity from this Agreement shall not affect this Agreement nor the remaining parties as to the other Member Entities then remaining. ARTICLE III PURPOSES This Agreement is entered into by the Member Entities in order to: A. Create the Public Agency Risk Sharing Authority of California to carry out the purposes listed below and to exercise the powers contained in this Agreement; B. Develop effective risk management programs to reduce the amount and frequency of their losses; C. Share some portion, or all, of the cost of their losses; D. Jointly purchase commercial insurance, associate with other risk-sharing pools, or self-insure against risks; E. Jointly purchase 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; F. Provide other joint powers risk sharing authorities with management services; and G. Do all things necessary to carry out the foregoing purposes, as well as all things necessary to implement the terms of this Agreement as permitted by law. ARTICLE IV CREATION OF THE PUBLIC AGENCY , RISK SHARING AUTHORITY OF CALIFORNIA Pursuant to the California Government Code, the Member Entities hereby agree to continue in existence a public entity, separate and apart from the parties to this Agreement, to be known as the Public Agency Risk Sharing Authority of California [“PARSAC”]. The debts, liabilities or obligations of PARSAC shall not constitute debts, liabilities or obligations of any party to this Agreement. However, a Member Entity may separately contract for or assume responsibility for, specific debts, liabilities or obligations of PARSAC. ARTICLE V TERM OF AGREEMENT This Agreement shall become effective as of the date hereof and shall continue in’full force and effect until terminated in accordance with Article XXV. ARTICLE VI POWERS OF PARSAC PARSAC shall have the powers common to its Member Entities in California and all additional powers permitted to a joint powers authority by California law, and the parties hereby -7- authorize PARSAC to do all acts necessary to exercise such powers to fulfil1 the purposes of this Agreement , including, but not limited to, the following: A. Make and enter into contracts; B. Incur debts, liabilities and obligations; C. Acquire, hold, lease or dispose of real and personal property, contributions and donations of property, funds, services and other forms of assistance; D. Sue and be sued in its own name and settle any claim against it; E. Employ agents and employees; F. Acquire, construct, manage, maintain or operate buildings, works or improvements; G. Receive, collect, and disburse monies; and invest money not required for immediate necessities; and H. Exercise all powers necessary and proper to carry out the terms and provisions of this Agreement. ARTICLE VII RESPONSIBILITIES OF MEMBER ENTITIES Each member entity shall : A. Sign this Agreement and its legally enacted amendments and participate in PARSAC’s Liability Program; B. ficqP.m; Sign a Membership Resolution and Participation Agreement for each additional -8- . C. Pay Deposit Premiums, Retrospective Premium Adjustments, and any Special Assessments to PARSAC on or before the due date; D. Appoint, elect or remove representatives to serve as director and alternate on the Board, which representatives are expressly authorized to act on behalf of the Member Entity on all matters coming before the Board; E. Assure that its representative director or alternate attends at least the annual meeting of the Board; F. Assure that its representative director and alternate keep informed about PARSAC’s activities and assist them in doing so; G. Approve amendments to this Agreement as set forth in Article XXVIII; H. File, in a prompt and timely manner, all statewide, county, and locally-mandated reports and filings, including but not limited to the Fair Political Practices Commission’s Statement of Economic Disclosure and the Secretary of State’s Public Agency Roster Statement of Facts; I. Undertake an annual risk management audit of its facilities and activities, conducted by a person and/or firm approved by PARSAC’s Executive Committee, and, based upon such audit report, to evidence correction, elimination and/or clarification of all noted deficiencies or audit recommended corrections to the satisfaction of PARSAC’s Executive Committee. Risk management audits may. be required by the Executive Committee more frequently than annually. Risk management audits may be paid by PARSAC and charged back to Member Entities as part of the Retrospective Premium Adjustment; J. Provide PARSAC with a copy of its most recent audited annual financial statements prepared by a Certified Public Accountant; or, if not available, provide PARSAC -9- with the most recent set of unaudited monthly financial statements , and any other financial material as may be requested by PARSAC from time to time; K. Cooperate with, communicate and assist, in a timely manner, PARSAC and any insurer, claims adjuster, legal counsel or other service provider engaged or retained by PARSAC in all matters relating to this Agreement; L. Promptly cooperate with PARSAC to determine and/or clarify any incidents which might become losses, the cause of any and all actual losses, and methods to bring about settlement of claims; and M. Comply with its obligations and responsibilities under this Agreement, the Bylaws, the Memorandum of Coverage, the Risk Management Standards, PARSAC’s policies and procedures, and any other contract or requirement [as any of the foregoing may be created or amended] necessary to implement this Agreement or any Program . ARTICLE VIII BOARD OF DIRECTORS Except as otherwise provided in this Agreement or in the Bylaws, the powers of PARSAC shall be exercised, its property shall be controlled, and its affairs shall be conducted by its Board of Directors, whose meetings, functions and activities shall be governed by the Bylaws. The Board shall be composed of one director who represents and acts on behalf of each respective Member Entity which participates in PARSAC’s Liability Program. The number of persons on the Board shall be equal to the number of Member Entities which participate in the Liability Program. In addition, each Member Entity shall appoint a second individual, as -lO- alternate director, who shall have the authority to attend, participate in, and vote at any meeting of the Board when the respective director is absent. Each director and alternate director shall be an elected official or employee of the respective Member Entity, shall be appointed by the respective Member Entity’s governing body, and shall serve at its pleasure. If a director or alternate ceases to be an employee or elected official of a Member Entity for any reason, his or her position on the Board and any of its committees shall immediately terminate. The Board of Directors shall have the following powers and functions: A. The Board shall exercise all powers and conduct all business of PARSAC, either directly or by delegation of authority to other bodies or persons pursuant to this Agreement and applicable law. B. The Board shall form an Executive Committee from its membership. In the Bylaws the Board shall delegate to that Committee such powers as it sees fit. C. The Board may form such other committees as it deems appropriate in conducting PARSAC’s business. D. The Board shall elect PARSAC’s officers. E. The Board shall cause to be prepared and adopt PARSAC’s annual operating budget. F. The Board shall develop, or cause to be developed, and shall review, modify as necessary, and adopt each of PARSAC’s Programs, including all provisions for reinsurance and administrative services necessary to carry out such Program.. G. The Board shall contract or otherwise provide for necessary services to PARSAC and to Member Entities, These necessary services may include, but shall not be limited to, risk -ll- management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjusting, and legal defense services. H. The Board, either directly or through the Executive Committee, shall provide policy direction to PARSAC’s General Manager. I. The Board shall receive and act upon reports of its committees and the General Manager, either directly or through the Executive Committee. J. The Board shall establish monetary limits upon any delegation of the claims payment and settlement authority, beyond which a proposed settlement must be referred to the Board for approval. K. The Board may require that PARSAC review, audit, report upon, and make recommendations with regard to the safety or claims administration functions of any Member Entity insofar as those functions are affecting PARSAC’s liability or potential liability. The Board may forward any or all such recommendations to the Member Entity with a request for compliance and a statement of potential consequences for noncompliance. L. The Board shall receive, review and act upon periodic reports and audits of PARSAC’s funds. M. The Board may amend, repeal or adopt new Bylaws, this Agreement or other key documents. N. The Board may increase, decrease, or otherwise amend the cover-ages, limits and other terms of any Memorandum of Coverage. 0. The Board shall approve any proposal by the Executive Committee for Special Assessments from the Member Entities before such Special Assessments are billed. -12- P. The Board may expel a Member Entity from any Program or from membership in PARSAC pursuant to Article XXIII of this Agreement. Q. The Board may ratify actions of the Executive Committee, where such ratification is required before the action becomes final. R. The Board may enter into a joint venture or contractual arrangement with any similar entity and may also enter into a merger or acquisition agreement with a similar entity, provided that if PARSAC is not the surviving entity in any such merger or acquisition, such action shall require approval by the vote of three-fourths of the Member Entities. S. The Board shall have such other powers and functions as are provided for in this Agreement, the Bylaws, and applicable law. ARTICLE IX OF’F’ICER!S The officers of PARSAC shall be the President, Vice President, General Manager/Secretary, Treasurer, and Auditor/Controller, and their qualifications and duties shall be those set forth in the Bylaws. ARTICLE X EXECUTIVE COMMI’ITEE There shall be an Executive Committee, all of whose.members shall be directors. The Executive Committee shall set policy for and direct the administration of PARSAC on a day-to- day basis. The composition, specific authority and meeting arrangements of the Executive Committee shall be set forth in the Bylaws. -13- ARTICLE XI ADMINISTRATION PARSAC shall have a general manager, who shall be appointed or terminated by the Executive Committee, shall be responsible to the Executive Committee for the efficient and effective administration of PARSAC, and who shall serve as the Secretary of the Authority. The General Manager shall attend all meetings of the Board, the Executive Committee and other committees of the Board (but shall have no vote), shall prepare and maintain all minutes of meetings of the Board and its Committees, notices of meetings, and records of PARSAC, and shall carry out all duties set forth in the Bylaws. ARTICLE XII BUDGET The Executive Committee shall recommend and the Board shall adopt an annual operating budget prior to the beginning of each Fiscal Year. ARTICLE XIII ANNUAL AUDITS AND REVIEWS A. Financial Audit. The Auditor/Controller shall cause an annual financial audit of the accounts and records to be prepared 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 PARSAC. 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 accounting -14- standards. A report of each such audit shall be filed as a public record with the Board, each of the Member Entities, and each county auditor of the county in which each of the Member Entities is located. The report shall be filed within twelve [12] months of the end of the fiscal year under examination. PARSAC shall pay all costs for such financial audits. B. ActuariaI Review. The Board shall cause an annual actuarial review to be prepared for each of the Programs of PARSAC and a report of such actuarial review shall be made available for inspection by the Board and the Member Entities. PARSAC shall pay all costs for such actuarial review. C. Claims Audit. The Board shall cause a biannual claims audit of the administration of the claims for each of the Programs of PARSAC. A report of such claims review shall be made available for inspection by the Board and the Member Entities. PARSAC shall pay all costs of such claims reviews. ARTICLE XIV ESTABLISHMENT AND ADMINISTRATION OF FUNDS PARSAC shall be responsible for the strict accountability of all funds and the reporting of all receipts and disbursements in accordance with generally accepted accounting principles. It will comply with all provisions of law relating to this subject, including California Government Code Sections 6500-6525. The Treasurer of PARSAC shall establish and maintain such funds and accounts as may be required by good accounting practices and by the Board. Separate accounts shall be established and maintained for each Program Year of each Program of PARSAC. Books and records of PABSAC in the hands of the Treasurer or other designated person shall be open to -15 inspection at all reasonable times by members of the Board or author&d representatives of the Member Entities. The Treasurer shall have the custody of and disburse PARSAC’s funds. He or she may delegate disbursing authority to such persons as may be authorized by the Board to perform that function; provided that, pursuant to Government Code Section 6505.5, the Treasurer shall: A. Receive and acknowledge receipt of all funds of PARSAC and place them in the treasury to the credit of PARSAC; B. Be responsible upon his or her official bond for the safekeeping and disbursement of PARSAC’s funds so held by him or her; C. Pay any sums due from PARSAC as approved for payment by the Board or by any body or person to whom the Board has delegated approval authority, making such payments from PARSAC’s funds upon warrants drawn by the Auditor; D. Verify and report in writing to PARSAC and to Member Entities, as of the first day of each quarter of the fjscal year, the amount of money then held for PARSAC, the amount of receipts since the last report, and the amount paid out since the last report; E. Prepare a complete written report of all financial activities within one hundred and twenty [120] days after the close of each fiscal year for such fiscal year to the Board and to each Member Entity; and F. Receive, invest, and disburse funds in accordance with the procedures established by the Board or the Bylaws and in conformity with applicable law. Pursuant to Government Code Section 6505.1, the General Manager, the Treasurer, and such other persons as the Board may designate shall have charge of, handle, and have access to PARSAC’s property. -16- PARSAC shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in form specified by the Board covering all officers and employees of PARSAC who are authorized to hold or disburse PARSAC’s funds, and all officers and employees who are authorized to have charge of, handle, and have access to PARSAC’s property. ARTICLE XV SUPPORT OF PARSAC’S GENERAL EXPENSES Costs of staffing and supporting PARSAC [hereinafter called PARSAC’s general expenses] shall be equitably allocated among the various Programs by the Board, and shall be funded by the Member Entities which participate in such Programs [and ex-Member Entities] in accordance with such allocations. ARTICLE XVI DEPOSIT PREMIUMS The Deposit Premiums for each Member Entity shall be set by PABSAC using various rating and underwriting criteria, such as: Ul PI 131 [41 151 161 The Member Entity’s payroll; The Member Entity’s exposure base; The results of an on-site underwriting inspection; The Member Entity’s prior claims history; Total insurable values; and/or Employee classification ratings. -17- Deposit Premiums shall be billed to the Member Entities at least thirty [30] days prior to the inception of coverage or a new Policy Year. All Deposit Premiums shall be due and payable before the inception of coverage or on or before the first day of a new Policy Year. ARTICLE XVII LIABILITY PROGRAM Member Entities shall participate in PARSAC’s Liability Program as a condition of membership in PARSAC. Policy Years shall begin on July 1 of each year and shall continue through the following June. Retroactive coverage may be provided as approved by the Board and documented on the Declaration Page of the respective Memorandum of Coverage. ARTICLE XVIII MEMORANDA OF COVERAGE The types and amounts of coverage for each Program available to Member Entities shall be specified in a Memorandum of Coverage which shall be issued by PARSAC to each Member Entity for each Program Year in which the Member Entity has coverage. The Board shall have the power and authority to decrease, increase, or amend the coverage provided by a Memorandum of Coverage. If any such amendment is approved by the Board during a Policy Year, no Member Entity participating in that Policy Year shall be entitled to withdraw by reason of any said amendment prior to the termination of that Policy Year. ARTICLE XIX S.I.R. MANDATORY RESERVES The Board may determine and require that Member Entities establish and maintain mandatory loss reserves for claims which are less than Member Entities’ self-insured retention [SIR.] or deductible. ARTICLE XX RETROSPECTIVE PREMIUM ADJUSTMENTS AND ASSESSMENTS Retrospective Premium Adjustments for each Program shall be calculated periodically, as determined by the Board and specified in the respective Participation Agreement. The Board may determine and levy special assessments on Member Entities by majority vote. ARTICLE XXI NEW MEMBERS Any California municipality may apply for membership in PARSAC and participation in any of PARSAC’s Programs at any time. Municipalities must participate in at least the Liability program. PARSAC shall review all requests for membership and shall determine which applicants shall be accepted for membership, in which Programs they- may participate, and when such participation shall begin. Municipalities shall become new Member Entities as of the effective date of coverage under the Liability Program. Municipalities which are in the process of incorporation shall be covered only as of the effective date of incorporation. -19- Deposit Premiums for coverage which begins during a Policy Year may be prorated for the remainder of the Policy Year, in accordance with the provisions of the respective Participation Agreement. ARTICLE XXII WITHDRAWAL Member Entities shall be obligated to participate in the Liability Program for rolling three-year periods [the current Policy Year plus the two next consecutive Policy Years]. Participation in other Programs shall be specified in the respective Participation Agreement. In order to withdraw from participation from the Liability Program, a Member Entity shall give PARSAC written notice of its intent to withdraw at any time during a Policy Year, which withdrawal shall be effective on the expiration of the two-year period which begins with the fust day of the next Policy Year. Withdrawal from the Liability Program shall terminate coverage under it and shall constitute withdrawal from this Agreement and from membership in PAPSAC, subject to the ex-Member Entity’s continuing obligations under Article XXIV, below. Any notice of intent to withdraw may be rescinded in writing with Executive Committee consent at any time earlier than ninety days before the expiration of the withdrawal period. Any Member Entity which withdraws as a participant in any Program may renew participation in that Program by complying with all Program. rules and regulations. -2o- ARTICLE XXIII EXPUISION Regardless of its three-year commitment under the Liability Program, a Member Entity may be expelled from PARSAC or a Program either with or without cause. The General Manager shall review any lack of satisfactory performance or other problem with the Member Entity and shall attempt to resolve the matter. If the General Manager determines that the Member Entity is unwilling or unable to correct the problem, the General Manager shall present the matter to the Executive Committee. The Executive Committee may recommend to the Board that the Member Entity be expelled, either with or without cause. Action by the Board shall require the vote of a majority of the total number of directors. A. Exuulsion Without Cause. The Executive Committee may decide to recommend that a Member Entity be expelled without cause [for no stated cause]. Written notice of the Executive Committee’s recommendation for expulsion shall be delivered to the Member Entity with return receipt at least fourteen [14] days before the Board meeting at which the matter will be discussed. B. Exdsion for Cause. If the Executive Committee’s recommendation is to expel a Member Entity for cause, the Board shall appoint a hearing officer to conduct a hearing on the mater, and the hearing officer shall be responsible for all notices, procedures and reports in connection with the hearing. Written notice of the date, time and place of the hearing, along with a summary of the reasons supporting the expulsion for cause shall be delivered with return receipt to the Member Entity at least fourteen [14] days before the hearing. The notice shall also include any guidelines concerning the procedures to be followed at the hearing. The hearing officer shall preside at the hearing and shall be responsible for the conduct of the hearing -21- and all rulings on procedure, evidence and law during the hearing. Both the Member Entity and PARSAC shall be represented by legal counsel at the hearing. Both parties may present written and oral evidence. A transcript of the proceedings shall be kept, either by a court reporter or by a good quality tape recorder, a written transcription of which may be prepared at the requesting party’s expense. Within thirty [30] days after the hearing is declared closed by the hearing officer, he or she shall prepare written rulings of fact and law, with a recommendation for further action by the Board, and shall deliver the decision to the Member Entity and PARSAC. Within thirty [30] days after receipt of the hearing officer’s decision, the Board shall consider and act on the hearing officer’s recommendation. The Board shall permit the Member Entity to present a written response to the hearing officer’s recommendations. The Board’s decision shall be final, and if it decides to expel the Member Entity, it shall also state the effective date on which coverage terminates. C. Omxwtunitv to Remedv. In considering the expulsion of a Member Entity, the Executive Committee shall allow the affected Member Entity a reasonable opportunity to address and remedy the reasons, if any, for the proposed expulsion. The period of time so allowed shall be within the sole discretion of the Executive Committee. If such a reasonable opportunity is allowed, PARSAC may require quarterly audits to monitor the affected Member Entity’s remedial actions or any other conditions to its continued participation in PARSAC or its Programs. D. Alternative Coverage. A Member Entity which is the subject of a proposed expulsion shall be responsible for investigating the availability of alternate coverage. On the request of the Member Entity, the Board may permit the Member Entity a reasonable time to -22- , make arrangements for alternative coverage, but such period of time shall be at the Board’s sole discretion. ARTICLE XXIV EFFECT OF WITHDRAWAL OR EXPULSION ON MEMBER ENTITY’S RESPONSIBILITIES The withdrawal or expulsion of any Member Entity after its participation in any Program shall not terminate its responsibility with respect to the following: A. Provide PARSAC with such statistical and loss experience data and other information as may be necessary for PARSAC to carry out the purposes of this Agreement; B. Pay to PARSAC when due any Deposit Premiums or Retrospective Premium Adjustments for each Policy Year of each Program in which it participated; C. Cooperate fully with PARSAC in determining the cause of losses in the settlement of claims; D. Cooperate with and assist PARSAC and any insurer, claims adjuster, legal counsel or other service provider engaged or retained by PARSAC in all matters relating to this Agreement or a Participation Agreement; and E. Comply with the Bylaws, Participation Agreements, and all policies and procedures of PARSAC not inconsistent with the provisions of this Agreement and not inconsistent with its withdrawal from PARSAC. In addition, PARSAC may retain all deposit Premiums, assessments, property or other charges paid or transferred to PARSAC, and the ex-Member Entity is obligated to pay any future assessments made with respect to the Policy Years of any Program in which it -23- participated, until all claims relating to such Policy Year[s] and Program[s] are settled, paid or resolved, at which time PAFGAC shall refund to the ex-Member Entity any premiums, deposits, or property which it has retained and which were not expended in settling, paying or otherwise resolving claims against the ex-Member Entity. ARTICLE XXV TERMINATION OF AGREEMENT AND DISTRIBUTION OF ASSETS This Agreement shall continue in full force and effect until terminated. Termination of this Agreement shall also constitute the termination of all Participation Agreements and all Programs. This Agreement may be terminated at any time by the vote of three-fourths of the Member Entities; provided, however, that this Agreement and PARSAC shall continue to exist for the purpose of disposing of all claims, the distribution of assets, and any other functions necessary to wind up the affairs of PARSAC. Upon termination of this Agreement, all assets of each Program of PARSAC shall be distributed among the Member Entities [and ex-Member Entities which previously withdrew or were expelled] which participated in such Programs, in accordance with and proportionate to their net premium payments made during the term of this Agreement. Such distributions shall be determined within six [6] months after the disposal of the last pending claim or other liability covered by each Program. Following the termination of this Agreement, any Member Entity which was a participant in any Program of PARSAC shall pay any additional amount of premium, determined by the Board or its designee in accordance with a retrospective premium adjustment, which may be -24- h necessary to enable final disposition of all claims arising from losses under that Program during the Member Entity’s period of participation. The Board is vested with all powers of PARSAC for the purpose of concluding and dissolving the business affairs of PARSAC. The Board may designate legal counsel and any committee or person to carry out a plan of dissolution adopted by the Board. ARTICLE XXVI NOTICES Notices to Member Entities under this Agreement, a Participation Agreement, or the Bylaws shall be sufficient if mailed to their respective addresses on file with PABSAC. Notices to PARSAC shall be sufficient if mailed to the address of the principal executive office of PARSAC, addressed to the General Manager. ARTICLE XXVII PROHIBITION AGAINST ASSIGNMENT No Member Entity may assign any right, claim, or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any Member Entity shall have any right, claim or title to any part, share, interest, fund, premium or asset of PARSAC. ARTICLE XXVIII AMENDMENTS This Agreement may be amended by a two-thirds vote of the Board present and voting at any duly convened regular or special meeting; provided that, any such amendment has been -25- )’ , , - submitted to the directors and the Member Entities at least thirty [30] days in advance of such meeting. Any such amendment shall become effective immediately, unless otherwise stated therein. ARTICLE XXIX 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 XXX 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, except as noted with respect to the Bylaws, Participation Agreements, and Memorandums of Coverage. If any provision of this Agreement conflicts with a provision of the Bylaws, a Participation Agreement, a Memorandum of Coverage or other document, such conflicting provisions shall be interpreted to avoid any such conflict, but this Agreement shall govern. -26- ARTICLE XXX1 EXECUTION OF COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but altogether shall constitute one and the same Agreement. Public Agency Risk Sharing Authority of California [“PARSAC”] Date: 6125196 : 4 t- Date: 11/7/96 General Manager Attest: %huty Secretary, PARSAC By: Attest: KAREN R. KUNDTZ, Assistant City Clerk -27- APPENDIX “A” LIST OF MEMBER ENTITIES City of Alturas City of Amador City City of Avalon City of Blue Lake City of Calimesa City of Calistoga City of Canyon Lake City of Carlsbad City of Clearlake City of Coalinga City of Femdale City of Grass Valley City of Hesperia City of Highland City of Nevada City City of Pacific Grove City of Placentia City of Placerville City of Plymouth City of Point Arena City of Ranch0 Cucamonga City of Rialto City of Ridgecrest City of San Juan Bautista City of South Lake Tahoe City of Tehama City of Trinidad City of Truckee City of Twentynine Palms City of Watsonville City of Wheatland Town of Yountville City of Yucaipa Town of Yucca Valley -2%