HomeMy WebLinkAbout1994-04-12; City Council; 12653; REVISED JOINT POWERS AGREEMENT CREATING THE PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA PARSACI
REVISED JOINT POWERS AGREEMENT
8
RECOMMEND
Adopt Resolution No. 9Y-91 approving the revised Joint Powers Agreement creating the
Public Agency Risk Sharing Authority of California (PARSAC).
ITEM EXPLANATION
On January 4,1994, the Council adopted Resolution No. 94-2 approving the revised Joint
Powers Agreement creating the Public Agency Risk Sharing Authority of California
(PARSAC). The effect of the revised Agreement was to change the name of the organization
from California Municipal Insurance Authority (CMIA) to Public Agency Risk Sharing
Authority of California (PARSAC).
Since that time, BARSAC has revised the signature page of the Agreement to include the
signatures of the member and BARSAC. As a result, PARSAC has re-distributed the
Agreement and requested that (1) the Council adopt a resolution approving the Agreement
with the revised signature page and (2) send one copy with original signatures to PARSAC
and retain a second copy with original signatures.
Two copies of the Participation Agreement for the Liability Program, a condition of the Joint
Powers Agreement, are included. The signature page of this Agreement has also been revised to include original signatures for PARSAC and the City.
FISCAL IMPACT
1.
2.
Resolution No. 9 Y - 9 '7 Revised Joint Powers Agreement and Participation Agreement for the Liability
Program on file in the City Clerk's Office.
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0 0 EXHIBIT 1
RESOLUTION NO. 9 4 - 9 1
REVISED JOINT POWERS AGREEMENT CREATING THE PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA
WHEREAS, the City of Carlsbad is a Member Entity of the California
Municipal Insurance Authority (CMIA), a joint powers agency providing risk management
services, claims pooling and joint insurance purchase benefits to its members entities; and
WHEREAS, the Executive Committee and Board of Directors of CMIA
have elected to change the name of the entity to the Public Agency Risk Sharing Authority
of California (PARSAC) and such name change makes it necessary to correct the present
Joint Powers Agreement to incorporate this change of name; and
WHEREAS, upon recommendation of its Executive Committee, the Board
of Directors of CMIA on November 19, 1993 approved the Revised and Restated Joint
Powers Agreement and recommended to all Member Entities that they approve it as well;
and
WHEREAS, Article XXIX of the Joint Powers Agreement provides that th
Agreement may be amended by a two-thirds vote of the Board; and
WHEREAS, notice of the proposed amendment was mailed to all Member
Entities on October 15, 1993, providing at least thirty (30) days notice of the proposed
amendment.
I
NOW, THEREFORE, be it resolved by the City Council of the City of
Carlsbad, California, as follows:
The revised Joint Powers Agreement creating the Public Agency Risk
Sharing Authority of California is hereby approved.
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PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City
Council of the City of Carlsbad on the
vote, to wit:
12 th day of APRIL 1994, by the following
AYES: Council Members Lewis, Stanton, Kulchin, Nygaard, Fin
NOES: None
ABSEW. None
ATEST:
u
ALETHAL.
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7
EXHIBIT 2 0 0
.
REVISED AND RESTATED
JOINT POWERS AGREEMENT CREATING
PARSAC
Public Agency Risk Sharing
Authority of California
November 19, 1993
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TABLE OF CONTENTS *
Page
ARTICLE I DEFINITIONS ............................................................ 2
ARTICLE I1 PARTIES TO AGREEME ............................................. 4
ARTICLE I11 PURPOS Es................................................................ 5
ARTICLE IV CREATION OF THE PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA ...................................... 5
ARTICLE V TERM OF AGREEME ................................................. 6
ARTICLE VI POWERS OF PARSAC .................................................. 6
ARTICLE VI1 RESPONSIBILITIES OF MEMBER ENTITI ....................... 7
ARTICLE VI11 BOARD OF DIRECTORS ............................................... 8
ARTICLE IX OFFICERS ................................................................. 11
ARTICLE X EXECUTIVE COMMITTEE ............................................ 11
ARTICLE XI ADMINISTRATION ..................................................... 12
ARTICLE XI1 BUDGET ................................................................... 12
ARTICLE XI11 ANNUAL AUDITS AND REVIEWS ................................. 12
ARTICLE XIV ESTABLISHMENT AND ADMINISTRATION OF FUNDS.. ... 13
ARTICLE XV SUPPORT OF PARSAC’S GENERAL EXPENS ES................ 15
ARTICLE XVI DEPOSIT PREMIUMS .................................................. 15
ARTICLE XVII LIABILITY PROGRAM ................................................. 15
ARTICLE XVIII MEMORANDUM OF COVERAGE FOR THE LIABILITY PROGRAM ................................... 16
ARTICLE XIX S.I.R. MANDATORY RESERVE ..................................... 16
ADJUSTMENTS AND ASSESSMENTS .............................. 16
ARTICLE XXI PROGRAMS ............................................................... 16
ARTICLE XXII NEW MEMBERS ......................................................... 17
ARTICLE Xxm WITHDRAWAL .......................................................... 17
ARTICLE XX RETROSPECTIVE PREMIUM
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ARTICLE XXIV EXPULSION .............................................................. 18
ARTICLE XXV
I(
EFFECT OF WITHDRAWAL OR EXPULSION ON MEMBER ENTITY'S RESPONSIBILITIES .................... 20
ARTICLE XXVI TERMINATION OF AGREEMENT AND DISTRIBUTION OF ASSETS ................................... 21
ARTICLE XXVII NOTICES .................................................................. 22
ARTICLE XXVIII PROHIBITION AGAINST ASSIGNMENT .......................... 22
ARTICLE XXIX AME~MENTS .......................................................... 22
ARTICLE XXX SEVERABILITY .......................................................... 23
ARTICLE XXXI AGREEMENT COMPLETE ............................................ 23
ARTICLE XXXII FILING WITH SECRETARY OF STATE ........................... 24
APPENDIX "A" LIST OF MEMBER ENTITIES ........................................ 25
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PUBLIC AGENCY RISK SHARING AUTHORITY OF CALTFORNIA [PARSAC]
JOINT POWERS AGREEMENT
a
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, hereinaftel
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 mort
public agencies by agreement to jointly exercise any power common to the contracting parties.
California Government Code Section 900.4 permits a local public entity to seli B.
insure, purchase insurance through an authorized carrier, or purchase insurance through
surplus line broker, or any combination of these; and
C. California Government Code Section 990.6 provides that the cost of insuranc
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 entitit
to, by ajoint powers agreement, provide insurance for any purpose by any one or more of tk
methods specified in Government Code Section 990.4 and provides that such pooling of sel
insured claims or losses does not constitute the business of insurance under the Californ
Insurance Code.
E. Labor Code Section 37OO[c] permits all political subdivisions of this Stat
including each member of a pooling arrangement under a joint exercise of powers agreemer
to request a certificate of consent from the Division of Industrial Welfare to self-insure agah
worker compensation claims.
F. Each of the Member Entities which is a party to this Agreement desires to jc
with the other Member Entities to fund programs of insurance for workers' compensatic
liability, property and other coverages to be determined and for other purposes set forth
Article 111 of this Agreement.
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G. The governing body of each Member Entity has determined that it is in its ow1
best interest and in the public interest that this Agreement be executed and that it participate a
a member of the Public Agency Risk Sharing Authority of California [PARSAC] created b:
this Agreement.
H. As of the effective date of this Agreement, this Agreement shall replace an(
supersede the Joint Powers Agreement Creating the Public Agency Risk Sharing Authority o
California, dated May 21, 1986, as amended on November 20, 1987, July 1, 1989, an(
November 19, 1993.
Now, therefore, in consideration of the above facts and the mutual benefits, promise,
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. "Aereement" shall mean this Revised and Restated Joint Powers Agreemen
Creating the Public Agency Risk Sharing Authority of California [PARSAC].
B.
C.
"Board" or "Board of Directors" shall mean the governing body of PARSAC.
"Bvlaws" shall mean the Bylaws of PARSAC, revised as of November 19.
1993, and as they may be further amended or revised.
D. "Claims" shall mean any demand[s] made against a Member Entity to recovei
for monetary damages within, or alleged to be within, the scope of coverage provided by an)
of PARSAC's Memorandums of Coverage [or any commercial insurance policy related to i
PARSAC Program].
E. "PARSAC" shall mean the Public Agency Risk Sharing Authority of Californii
created by this Agreement.
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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. "Deuosit 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. "Fiscal Year" shall mean the period of time ending on June 30 of each ym
during which PARSAC is in existence.
K. "Incurred Loss" shall mean the amount of monies paid and reserved bq
PARSAC to investigate, defend and satisfy a demand or demands made against a Membei
Entity.
L. "Insurance" shall mean commercial insurance policies which PARSAC mal
purchase for its Member Entities, from time to time, in order to effect a transfer of risk. Thc
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 part)
signatory to this Agreement, including any other agency for which the City Council sits as thc
Governing board.
N. "Memorandum of Coverape' shall mean the document or documents issued bi
PARSAC specifying the type and amount of coverages provided under any Program to thc
Member Entities by PARSAC.
0. "Municiualitv" shall mean an incorporated General Law City, defined b!
California Government Code Section 34102, or a Charter City, defined by Californi;
Government Code Section 34 10 1.
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P. "Participation Apreement" 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. Vrotram" 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. "Retrospective Premium" shall mean, the amount determined retrospectively
as each Member Entity's share of losses, reserves, expenses and interest income as may br
determined periodically for any Program.
T. "Retrosuective Premium Adiustment" shall mean the amount necessary tc
periodically adjust the Deposit Premium, or prior Retrospective Premiums if any, to the newlj
calculated Retrospective Premium amount.
U. "Self-Insured Retention" or "rntt shall mean the amount of loss from eacl
occurrence which the Member Entity shall retain and pay directly and which shall not bc
shared by the Member Entities of PARSAC.
ARTICLE 11
PARTIES TO AGREEMENT
Each Member Entity is a party to this Agreement and agrees that it intends to, and doe
contract with, all other parties who are signatories of this Agreement and with such othe
parties as may later be added as parties to this Agreement pursuant to Article XXII. Eacl
Member Entity also agrees that the expulsion or withdrawal of any Member Entity from thi
Agreement, pursuant to Article XXIV or XXIII, shall not affect this Agreement nor th
remaining parties as to the other Member Entities then remaining.
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ARTICLE III
PURPOSES
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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.
D.
Share some portion, or all, of the cost of their losses;
Jointly purchase commercial insurance, associate with other insurance pools, 01
self-insure against risks;
E. Jointly purchase administrative and other services including but not limited tc
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 an
related services; and
G. Do all things necessary to carry out the foregoing purposes, as well as all thing
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 c
Title 1 of the California Government Code, the Member Entities hereby create a public entit
separate and apart from the parties to this Agreement, to be know as the Public Agency Ri:
Sharing Authority of California ["PARSAC"]. Pursuant to Government Code Section 6508.
the debts, liabilities or obligations of PARSAC shall not constitute debts, liabilities 1
obligations of any party to this Agreement. However, a Member Entity may separate
contract for or assume responsibility for, specific debts, liabilities or obligations of PARSAC
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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 partie:
hereby authorize PARSAC to do all acts necessary to exercise such powers to fulfill the
purposes of this Agreement referred to in Article 111, including, but not limited to, the
following:
A.
B.
C.
Make and enter into contracts;
Incur debts, liabilities and obligations;
Acquire, hold, lease or dispose of real and personal property, contributions and
donations of property, funds, services and other forms of assistance;
D.
E. Employ agents and employees;
F. Acquire, construct, manage, maintain or operate buildings, works or
Sue and be sued in its own name and settle any claim against it;
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.
of this Agreement.
Exercise all powers necessary and proper to carry out the terms and provisions
These powers shall be exercised in the manner provided by applicable law and as set
forth in this Agreement.
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ARTICLE VI1
RESPONSIBILITIES OF MEMBER ENTITIES I
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 eac
Program;
C. To pay Deposit Premiums, Retrospective Premium Adjustments, and an
Special Assessments to PARSAC on or before the due date;
D. To appoint, elect or remove representatives to serve as director and alternate o
the Board as set forth in Article VI11 and the Bylaws, which representatives shall act on beha
of the Member Entity on all matters coming before the Board;
E. To assure that its representative director or alternate attends at least the annu;
meeting of the Board;
F. To assure that its representative director and alternate keep informed aboi
PARSAC's activities and to assist them in doing so;
G.
H.
To approve amendments to this Agreement as set forth in Article XXIX;
To file, in a prompt and timely manner, all statewide, county, and local1
mandated reports and filings, including but not limited to the Fair Political Practici
Commission's Statement of Economic Disclosure and the Secretary of State's Public Agenc
Roster Statement of Facts;
I. To undertake an annual risk management audit of its facilities and activitie
conducted by a person and/or firm approved by PARSAC's Executive Committee, and, basc
upon such audit report, to evidence correction, elimination and/or clarification of all not1
deficiencies or audit recommended corrections to the satisfaction of PARSAC's Executi
Committee. Risk management audits may be required by the Executive Committee mc
frequently than annually. Risk management audits may be paid by PARSAC and charged ba
to Member Entities as part of the Retrospective Premium Adjustment;
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J. To provide PARSAC with a copy of its most recent audited annual financia
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]; anc
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 anc
any insurer, claims adjuster, legal counsel or other service-provider engaged or retained bj
PARSAC in all matters relating to this Agreement;
L. To promptly cooperate with PARSAC to determine and/or clarify any incident
which might become losses, the cause of any and all actual losses, and methods to bring abou
settlement of claims; and
M. To comply with its obligations and responsibilities under this Agreement, thc
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 createi
or amended] necessary to implement this Agreement or any Program in which the Membei
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
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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.
E.
The Board shall elect PARSAC's officers.
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 tc
PARSAC and to Member Entities. These necessary services may include, but shall not bc
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 providc
general supervision and policy direction to PARSAC's General Manager.
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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 claim:
payment and settlement authority, beyond which a proposed settlement must be referred to thc
Board for approval.
K. The Board may require that PARSAC review, audit, report upon, and makt
recommendations with regard to the safety or claims administration functions of any Membe
Entity insofar as those functions are affecting PARSAC's liability or potential liability. Thc
Board may forward any or all such recommendations to the Member Entity with a request fo
compliance and a statement of potential consequences for noncompliance.
L.
PARSAC's funds.
M.
The Board shall receive, review and act upon periodic reports and audits c
The Board shall appoint the General Manager as Secretary of PARSAC, t
serve at the Board's pleasure.
N.
key documents.
0.
The Board may amend, repeal or adopt new Bylaws, this Agreement or otht
The Board may increase, decrease, or otherwise amend the coverages, limi
and other terms of any Memorandum of Coverage.
P. The Board shall approve any proposal by the Executive Committee for Speci,
Assessments from the Member Entities before such Special Assessments are billed.
Q. The Board may expel a Member Entity from any Program or from membersh
in PARSAC pursuant to Article XXIV of this Agreement.
R. The Board may ratify actions of the Executive Committee, where SUI
ratification is required before the action becomes final.
S. The Board may enter into a joint venture or contractual arrangement with a
similar entity and may also enter int0.a merger or acquisition agreement with a similar entit
provided that if PARSAC is not the surviving entity in any such merger or acquisition, su
action shall require approval by the vote of three-fourths of the Member Entities.
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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 thc
elected officers of PARSAC [the President, Vice President, Treasurer, anc
Auditor/Controller], who shall serve ex-officio, and five [5] other individuals, who shall bi
elected by a majority vote of the Board for two-year terms at its annual meeting. The Genen
Manager of PARSAC shall attend meetings of the Executive Committee and shall serve as it
Secretary but shall have no vote.
The authority of the Executive Committee and provisions for its meetings shall be :
stated in the Bylaws.
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ARTICLE XI
ADMINISTRATION
PARSAC shall have a General Manager, who may be appointed or terminated by thr
Executive Committee, and who shall serve as the Secretary of PARSAC. The Genera
Manager shall attend meetings of the Board, the Executive Committee and other committees 0:
the Board but shall have no vote and shall be responsible for the preparation and maintenancc
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 Committa
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 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.
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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.
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.
C.
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 Californi;
Government Code Sections 6505, 6505.1, 6505.5, or 6505.6.
The Treasurer of PARSAC shall establish and maintain such funds and accounts as ma;
be required by good accounting practices and by the Board. Separate accounts shall bc
established and maintained for each Program Year of each Program of PARSAC. Books ant
records of PARSAC in the hands of the Treasurer or other designated person shall be open t
inspection at all reasonable times by members of the Board or authorized representatives of th
Member En ti ties.
The Treasurer shall have the custody of and disburse PARSAC's funds. He or she ma
delegate disbursing authority to such persons as may be authorized by the Board to perfori
that function; provided that, pursuant to Government Code Section 6505.5, the Treasurc
shall:
A. Receive and acknowledge receipt of all funds of PARSAC and place them in t
treasury to the credit of PARSAC; *
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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 bj
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
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.
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.
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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 variour
rating and underwriting criteria, such as:
[l] The Member Entity's payroll;
[2]
[3]
[4]
[5] Total insurable values; and/or
[6] Employee classification ratings.
The Member Entity's exposure base;
The results of an on-site underwriting inspection;
The Member Entity's prior claims history;
Deposit Premiums shall be billed to the Member Entities at least thirty [30] days prior to th
inception of coverage or a new Policy Year. All Deposit Premiums shall be due and payabl
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 [
membership in PARSAC.
The first Policy Year shall end on June 30, 1987. Subsequent Policy Years shall beg
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 t
the Declaration Page of the respective Memorandum of Coverage.
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ARTICLE XVIII
MEMORANDUMS OF COVERAGE
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 maintair
mandatory loss reserves for claims which are less than Member Entities' self-insured retentior
[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. Thc
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 thc
respective Participation Agreement and Memorandum of Coverage. All Member Entities shal
participate in the Liability Program, and subject to approval by the Board, which approva
shall not be unreasonably withheld, each Member Entity may determine in which othe
Programs it will participate.
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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, anc
when such participation shall begin. Municipalities shall become new Member Entities as ol
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 foi
the remainder of the Policy Year, in accordance with the provisions of the respectivr
Participation Agreement.
ARTICLE XXIII
WITHDRAWAL
Member Entities shall be obligated to participate in the Liability Program for rollinl
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 Entit
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 wit1
the first day of the next Policy Year. Withdrawal from the Liability Program shall terminat
coverage under it and shall constitute withdrawal from this Agreement and from membershi
in PARSAC, subject to the ex-Member Entity's continuing obligations under Article XXV
below.
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Committee consent at any time earlier than ninety days before the expiration of the withdrawa
period.
[Member Entities' participation in other Programs shall be specified in the respectivr
Participation Agreements.]
Any Member Entity which withdraws as a participant in any Program may renev
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 Entit
may be expelled from PARSAC or a Program either with or without cause. The Genen
Manager shall review any lack of satisfactory performance or other problem with the Membe
Entity and shall attempt to resolve the matter. If the General Manager determines that th
Member Entity is unwilling or unable to correct the problem, the General Manager sha
present the matter to the Executive Committee. The Executive Committee may recommend t
the Board that the Member Entity be expelled, either for cause or without cause. Action b
the Board shall require the vote of a majority of the total number of directors.
A. Expulsion Without Cause. The Executive Committee may decide t
recommend that a Member Entity be expelled without cause [for no stated cause]. Writte
notice of the Executive Committee's recommendation for expulsion shall be delivered to th
Member Entity by certified mail at least fourteen [ 141 days before the Board meeting at whic
the matter will be discussed.
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B. ExDulsion 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, procedure:
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 certifiec
mail. The notice shall also include any guidelines concerning the procedures to be followed a
the hearing. The hearing officer shall preside at the hearing and shall be responsible for thc
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 b
kept, either by a court reporter or by a good quality tape recorder, a written transcription c
which may be prepared at the requesting party's expense. Within thirty [30] days after th
hearing is declared closed by the hearing officer, he or she shall prepare written rulings of fac
and law, with a recommendation for further action by the Board, and shall deliver the decisio
to the Member Entity and PARSAC. Within thirty [30] days after receipt of the hearin
officer's decision, the Board shall consider and act on the hearing officer's recornmendatioi
The Board shall permit the Member Entity to present a written response to the hearin
officer's recommendations. The Board's decision shall be final, and if it decides to expel tf
Member Entity, it shall also state the effective date on which coverage terminates.
C. ODDortunitv to Remedy. In considering the expulsion of a Member Entit
the Executive Committee shall allow the affected Member Entity a reasonable opportunity
address and remedy the reasons, if any, for the proposed expulsion. The period of time
allowed shall be within the sole discretion of the Executive Committee. If such a reasonat
opportunity is allowed, PARSAC may require quarterly audits to monitor the affected Memt
Entity's remedial actions or any other conditions to its continued participation in PARSAC
its Programs.
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D. Alternative Coveraee. 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 wi.thdrawal 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:
Provide PARSAC with such statistical and loss experience data and other A.
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.
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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 il
participated, until all claims relating to such Policy Year[s] and ProgramCs] are settled, paid 01
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 01
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 a
this Agreement shall also constitute the termination of all Participation Agreements and a
Programs. This Agreement may be terminated at any time by the vote of three-fourths of th
Member Entities; provided, however, that this Agreement and PARSAC shall continue to exi!
for the purpose of disposing of all claims, the distribution of assets, and any other function
necessary to wind up the affairs of PARSAC.
Upon termination of this Agreement, all assets of each Program of PARSAC shall b
distributed among the Member Entities [and ex-Member Entities which previously withdrew c
were expelled] which participated in such Programs, in accordance with and proportionate I
their net premium payments made during the term of this Agreement. Such distributions sha
be determined within six [6] months after the disposal of the last pending claim or 0th
liability covered by each Program.
Following the termination of this Agreement, any Member Entity which was
participant in any Program of PARSAC shall pay any additional amount of premiur
determined by the Board or its designee in accordance with a retrospective premiu
adjustment, which may be necessary to enable final disposition of all claims arising frc
losses under that Program during the Member Entity's period of participation.
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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 PAWSAC 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 E301 days in advance of such meeting.
Any such amendment shall become effective immediately, unless otherwise stated therein.
.
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ARTICLE XXX
SEVERABILITY
Should any portion, term, condition or provision of this Agreement be decided by i
court of competent jurisdiction to be illegal or in conflict with any law of the State oi
California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining
portions, terms, conditions and provisions shall not be affected thereby.
ARTICLE XXXI
AGREEMENT COMPLETE
The foregoing constitutes the full and complete agreement of the parties. There are nc
oral understandings or agreements not set forth in writing herein, except as noted with respec
to the Bylaws, Participation Agreements, and Memorandums of Coverage. If any provision o
this Agreement conflicts with a provision of the Bylaws, a Participation Agreement, :
Memorandum of Coverage or other document, such conflicting provisions shall be interpretec
to avoid any such conflict, but this Agreement shall govern.
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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 E301 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 statemenl
of purpose of the Agreement or the power to be exercised, and a description of the amendmeni
or amendments made to the Agreement, if any.
In witness whereof, the authorized officials of the parties hereto have executed thi
Agreement as of the date indicated below.
Public Agency Risk Sharing Authority of California ["PARSAC"]
DATE: Nov, 19, 1993 BY:
General Manager
r! ~#,
' ATTEST:
Secretary, PARSAC
Member Entity CITY OF CARLSBAD
DATE: W 14. 1994 BY:
ATTEST: c+LL
City/Town Clerk ALETHA L . RAUTENKRANZ , CI'd CLER
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APPENDIX "A"
LIST 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 Coalinga
City of Ferndale
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 Rancho 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
93JPA.DOC
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*
PUBLIC AGENCY RISK SHARING AUTHORITY
OF CALIFORNIA
[PARSAC]
PARTICIPATION AGREEMENT
FOR THE
LIABILITY PROGRAM
Adopted by the PARSAC Board of Directors, November 19,1993
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PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA
LIABILITY PROGRAM
Participation Agreement
THIS PARTICIPATION AGREEMENT is entered into by and between the Public Agency Risk Sharinl
Authority of California [PARSAC], a joint powers authority duly organized under the laws of the State o
California, and the Cityflown of , which is duly incorporate
or chartered under the laws of the State of California and which is, or becomes concurrently with the date of thi
Agreement, a signatory to the Revised and Restated Joint Powers Agreement creating the Public Agency Ris
Sharing Authority of California, dated November 19, 1993, as it may be amended (the "Joint Powe
Agreement"), and a member of PARSAC (the "Member Entity").
RECITALS
A. PARSAC has been established under the Joint Powers Agreement and pursuant to Califom
Govemment Code Section 6500 et seq., which permits two or more public agencies by agreement to joint
exercise any power common to the contracting parties.
B. California Government Code Section 990.4 permits a local public entity to self-insure, purcha
insurance through an authorized camer, or purchase insurance through a surplus lines broker, or any combinatic
of these.
C. California Government Code Section 990.6 provides that the cost of insurance provided b1
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 enter intc
joint powers agreement to provide insurance for any purpose by any one or more of the methods specified
Government Code Section 990.4 and also provides that such pooling of self-insured claims or losses does
constitute the business of insurance under the California Insurance Code.
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E. The Member Entity, which is a party to the Joint Powers Agreement, desires to join with
PARSAC's other Member Entities to fund a program for general liability coverage.
F. The governing body of the Member Entity has determined that it is in its own best interests and
in the public interest that the Joint Powers Agreement and this Participation Agreement be executed and that it
participate as a member of PARSAC.
G. This Agreement hereby incorporates by reference the Joint Powers Agreement and makes it a
part hereof, and as of the effective date of this Agreement, this Agreement shall replace and supersede any
conflicting provisions with respect to PARSAC's Liability Program contained in the Joint Powers Agreement
Creating the California Municipal Insurance Authority, dated May 21, 1986, as amended on November 20, 1987,
July 1, 1989, and November 19, 1993, as well as those contained in PARSAC's Bylaws prior to the amendment
and restatement of the Bylaws adopted on November 19, 1993.
H. This Agreement governs only the terms and conditions of the Member Entity's participation in
PARSAC's Liability Program.
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AGREEMENT
1. Definitions. Capitalized terms used in this Agreement without definition shall have thc
meanings assigned to them in the Joint Powers Agreement.
2. Coverage. The Member Entity shall pay PARSAC the annual Deposit Premium (the initial on1
of which is stated on Appendix "A" hereof) which is calculated by PARSAC pursuant to Paragraph 8 hereof fo
coverage of the Covered Losses stated in the Memorandum of Liability Coverage for the Public Agency Ris
Sharing Authority of California ("Memorandum of Coverage"), which is attached hereto and is incorporated int
this Agreement.
3. b. The term of this Agreement is three years. Coverage under this Agreement sha
commence on its effective date, but only if the Deposit Premium has been paid, and shall renew for a subsequei
three-year period at the commencement of each Policy Year unless withdrawal occurs.
4. Initial Coverage. Coverage of a new Member Entity by PARSAC's Liability Program, or of a
existing Member Entity which wishes to change its SIR or other terms of the Memorandum of Coverage, sha
begin on the date indicated on Appendix "A" hereof, provided that all of the following have been satisfactori
completed or submitted to PARSAC:
a. Information requested by PARSAC, including but not limited to: Liability Exposu
Questionnaire, questionnaires from the excess liability carrier or the reinsurer, and copies of the three prior year
audited annual financial statements.
b. An underwriting inspection and satisfactory conclusions or recommendations by
safety and loss control engineer designated by PARSAC and, if applicable, satisfactory corrections or explanatio
regarding any deficiencies revealed by such inspection.
C. Timely submission of loss data for the five most recent years in a form which PARS/
can use to calculate the initial Deposit Premium.
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d. Evaluation by PARSAC of all information submitted by the Member Entity and i
recommendation from PARSAC's General Manager to the Executive Committee concerning the Member Entity',
participation in IPARSAC's Liability Program, including a proposed initial Deposit Premium.
e. If requested by PARSAC, a meeting with the Member Entity's governing board wit1
PARSAC's General Manager or designee, to discuss PARSAC's Liability Program and membership in PARSAC.
f. Approval of the Member Entity's participation in PARSAC's Liability Program b
PARSAC's Underwriting Committee or Executive Committee (which approval shall be ratified by PARSAC'
Board of Directors, but such ratification shall not be a condition precedent to the Member Entity's coverage).
g. Execution by duly authorized representatives of PARSAC and the Member Entity of:
(i) New Member Resolution (in a form to be supplied by PARSAC);
(ii) The Joint Powers Agreement; and
(iii) This Agreement and any addenda or supporting documents.
h. Delivery to PARSAC of the Member Entity's check issued to PARSAC in the amoun
of the Deposit Premium, including the Member Entity's contribution to PARSAC's Catastrophic Loss Fund.
5. Obligation to Participate. The Member Entity agrees that participation in PARSAC's Liabilit
Program is a condition precedent to membership in PARSAC, and that withdrawal or expulsion from the Liabilit:
Program constitutes withdrawal or expulsion from PARSAC as provided for in the Joint Powers Agreement.
6. Member Entitv's Responsibilities. In addition to the foregoing and the duties contained in tht
Joint Powers Agreement and the Memorandum of Coverage, the Member Entity shall comply with the following:
a. Pay all Deposit Premiums, Retrospective Premium Adjustments, and any Specia
Assessments to PARSAC on or before the due date;
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b. 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, tc
evidence correction, elimination and/or clarification of all noted deficiencies or recommended corrections to thc
satisfaction of PARSAC's Executive Committee. Risk management audits may be required by the Executivc
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;
C. Provide PARSAC with a copy of its three most recent years' audited annual financia
statements prepared by a Certified Public Accountant; or, if not available, provide PARSAC with the most recen
set of monthly financial statements (which have not been audited); and provide any other financial material as ma:
be requested by PARSAC from time to time;
d. Cooperate with, communicate with and assist, in a timely manner, PARSAC and an
insurer, claims adjuster, legal counsel or other service provider engaged or retained by PARSAC in all matter
relating to the Liability Program and this Agreement;
e. Promptly cooperate with PARSAC to determine and/or clarify any incidents whic
might become losses, the cause of any and all actual losses, and methods to bring about settlement of claims; and
f. Comply with its obligations and responsibilities under this Agreement, the Joint Powei
Agreement, the Bylaws, the Memorandum of Coverage, PARSAC's policies and procedures, and any othc
contract or requirement (as any of the foregoing may be created or amended) necessary to implement th
Agreement or the Liability Program.
7. Self-Insured Retention (S.1.R.) Reserved Fund Balance. The Member Entity must establisl
by resolution, a "Fund Balance Reserve" ("Reserve") equal to three times (3) the designated S.I.R. or for ar
underlying insurance deductible chosen, and approved for the Member Entity by PARSAC. The Reserve will 1
recorded and maintained in the appropriate Member Entity Fund in accordance with Generally Acceptab
Accounting Principles.
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PARSAC will be notified of any proposed adjustment to the Reserve prior to the Member Entity's
adoption of such a resolution.
PARSAC may request certification, by the Member Entity, of the balance in the Reserve account at any
time.
Applicants establishing coverage with PARSAC after July 1, 1989 shall be required to submit the "Fund
Balance Reserve Resolution" prior to coverage inception.
Member Entities participating in the PARSAC Liability Program prior to July 1, 1989 shall establish the
correct Reserve within three (3) years from the effective date of this Agreement.
Any Member Entity which does not desire to establish a local Fund Balance Reserve at the required
three-times its S.I.R. or underlying insurance deductible amount, may contract for an actuarial study of its losses
and reserves by a Fellow of the Casualty Actuary Society (FCAS), to ascertain and represent to the PARSAC
adequate below S.I.R. Reserves. Such below S.I.R. amount shall be established as the correct Reserve for that
Member Entity.
8. DeDosit Premiums. The Deposit Premiums for the Liability Program shall be set at a level
estimated to be sufficient to cover PARSAC's budget for each Policy Year of the Liability Program.
The Deposit Premiums for the Member Entity shall be established for each Policy Year and shall be
based on: (a) the Member Entity's prior claims history; (b) the Member Entity's total payroll; (c) the Member
Entity's exposure base; and (d) the results of an on-site underwriting inspection.
Deposit premiums for the Liability Program shall be billed by PARSAC to the Member Entity at leas1
thirty (30) days prior to the inception of coverage or of a new Policy Year.
9. Retrospective Premium Adiustments and Assessments. A financial reconciliation or audit ol
each Policy Year will be made by PARSAC to determine whether the Deposit Premium collected for that Polic)
Year was sufficient to cuver the costs, expenses and coverage.
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P
I
.I Retrospective Premium Adjustments for the Liability Program shall be calculated eighteen months afte
the conclusion of each Policy Year and annually thereafter until all applicable claims are finalized. In addition
the Board may have special Retrospective Premium Adjustments calculated at any time if, in its opinion, I
becomes advisable. The results of the Retrospective Premium Adjustments shall be communicated to the Memk
Entities within one month following each calculation.
Any Retrospective Premium Adjustments indicating additional premiums due from any Member Entit
shall be billed to that Member Entity at least one month in advance of when they shall be due and payable. Th
Adjustments resulting from the regularly scheduled calculations shall be due and payable in conjunction with th
next set of Deposit Premiums billed. The Adjustments resulting from special calculations authorized by the Boar
shall be due as specified by the Board. Likewise, any Retrospective Premium Adjustments conducted whic
indicate an excess of Deposit Premiums collected, resulting in a credit to the Member Entity, shall be conveyed i
writing to the Member Entity at the same time the other Retrospective Premium Adjustments are conveyed 1
Member Entities (one month in advance of when the Deposit Premiums and Retrospective Premium Adjustment
where applicable, are due and payable). However, if a Member Entity has withdrawn from the Liability Progra~
and PARSAC, or was expelled from the Liability Program and PARSAC, any Retrospective Premium Adjustmei
credit shall remain with PARSAC until all claims have been settled for the particular Policy Year(s) beir
reconciled.
The Retrospective Premium Adjustment for each Policy Year of the Liability Program shall be calculatc
for each Member Entity by adding the sums of "A" and "B" below, less premiums on hand:
A. An amount equal to the individual Member Entity's Incurred Losses and share of expenses a~
interest income for such layer; provided, however, that such amount shall not be greater thi
150% of the Deposit Premium for that layer, nor less than 75% of the Deposit Premium for th
layer.
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B. Each Member Entity‘s proportionate share (based upon the amounts determined pursuant to “A‘
above) of the difference between the sum of the individual amounts calculated pursuant to “A’
above, and the total of all Incurred Losses, reserves, expenses and interest income for sucl
layer.
10. Withdrawal. The period of commitment by a Member Entity to participation in the Liabilit]
Program is three years; that is, the current Policy Year plus the next two consecutive Policy Years. Notice o
intent to withdraw from the Liability Program may be tendered in writing by a Member Entity at any time. Sucl
notice will become effective and withdrawal will occur after the last day of coverage of the next two consecutiv
full Policy Years. Such notice can be rescinded with Executive Committee consent at any time at least ninety (90
days before the end of the last Policy Year. A Member Entity can seek reinstatement at any time afte
withdrawal.
11. Notices. Notices to the Member Entity under this Agreement shall be sufficient if mailed to i!
respective address on file with PARSAC. Notices to PARSAC shall be sufficient if mailed to the address of th
principal executive office of PARSAC, addressed to the General Manager.
12. Assimment. The Member Entity shall not assign any right, claim, or interest it may hav
under this Agreement, and no creditor, assignee or third party beneficiary of the Member Entity shall have an
right, claim or title to any part, share, interest, fund, premium or asset of PARSAC.
13. Amendments. This Agreement may be amended only by an agreement in writing betwee
PARSAC and the Member Entity. Any such amendment shall become effective immediately, unless otherwi5
stated therein.
14. Severabilitv. Should any portion, term, condition or provision of this Agreement be decided t
a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or t
otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions ax
provisions shall not be affected thereby.
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15. ComDlete Ameement. The foregoing constitutes the full and complete agreement of the partia
There are no oral understandings or agreements not set forth in writing herein, except with respect to PARSAC
Bylaws and the Joint Powers Agreement. If any provision of this Agreement conflicts with a provision of tk
Joint Powers Agreement, such conflicting provisions shall be interpreted to avoid any such conflict, but the Joii
Powers Agreement shall govern.
In witness and recognition of the above, the authorized officials of the parties hereto ha1
executed this Agreement as of the date indicated below:
Public Agency Risk Sharing Authority of California ["PARSAC"]
DATE: Nov. 19, 1993 BY:
General Manager
ATTEST:
Secretary, PARSAC
I
CITY OF CBRLSBAD Member Entity
DATE: April 14, 1994 BY: - - -
Signaturemitie y YLAUDE A. LEWIS, MAYOR -
ALETHA L. MUTE" Z, CITY ATTEST: LlQmkRL
Cityflown Clerk
93FTAGMT.DOC
bjm/lM13/93
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