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HomeMy WebLinkAbout01/02/1990, C-3 - REVISION OF THE JOINT EXERCISE OF POWERS AGREEMENT AND THE CREATION OF BYLAWS OF THE CENTRAL COAST `V't�l M1II METING DATE: city of San tins OBIspo - o j COUNCIL AGENDA REPORT Imo"''NUMBER: + FROM: Ann McPike, Personnel DirectorQf SUBJECT: Revision of the Joint Exercise of Powers Agreement and the Creation of Bylaws of the Central Coast Cities Self Insurance Fund CAO RECOMMENDA710N: Adopt resolution approving the revision of the agreement creating the Central Coast Cities Self Insurance Fund and the creation of bylaws. BACKGROUND: n July , the Centraloast Cities Self-Insurance Fund was formed by a Joint Powers Authority (JPA) Agreement to provide a workers' compensation self-insurance program. The charter cities were Arroyo Grande, Grover City, Morro Bay, Paso Robles, Pismo Beach and San Luis Obispo. Since its inception the membership has grown to eleven cities (Atascadero,Guadalupe, Lompoc,Santa Maria,Santa Paula and also now includes programs for General/Auto Liability and Deferred Compensation. The Central Coast Cities Self-Insurance Fund was one of the first pooled municipal insurance programs in the State. It was established to allow the advantages of self-insurance-to accrue to the smaller cities and at the same time maintain predictability of costs by combining the funding of all members. At the October 4, 1989 Board of Directors meeting, it was recommended that the JPA Agreement be recreated to more adequately reflect the operation of the Central Coast Cities Self Insurance Fund. In addition, it was recommended that Bylaws be developed to provide for written operating policy and procedure. The new documents being proposed for adoption will become effective when all current members adopt them by Council action. Many of the changes are cosmetic in nature. The basic concepts of the Program are the same. The governing structure has been modified to facilitate day- to-day operations. The major changes are summarized as follows: Bylaws have been created. Bylaws will allow more flexibility as they may be amended by a two-thirds vote of the Board of Directors. An Executive Committee has been created and is composed of the Immediate Past President, President, Vice President, and Secretary/Treasurer. The Secretary/Treasurer is a non-voting member. The Executive Committee shall oversee day-to-day operation of the Authority with whatever powers are provided by the Board. The President is granted more authority. The positions of Secretary and Treasurer have been combined. The Director of Finance of the City of San Luis Obispo serves in the capacity. ���� ►�►►►�IIIIIIIIIP°�°►►���III city of san tins oBespo MaZe COUNCIL AGENDA REPORT IPA Agreement Page Two The terms of office are for one year. Currently there is no set term of office. The terms of office will be on a calendar year basis, rather than on a fiscal year basis. The current IPA Agreement contains a section on an Employee Benefits plan which is no longer in existence. The new Agreement does not address specific programs; provisions of specific programs are covered in the Bylaws which can be changed by the Board of Directors whenever appropriate. FISCAL IMPACT: None. ALTERNATIVES: 1. Adopt the resolution. 2. Take no action. CONCURRENCES: The Finance Director and the City Attorney concur with the recommendation. CONSEQUENCES OF NOT TAKING THE RECOMMENDED ACTION: If the Council fails to adopt this resolution, the new IPA Agreement and Bylaws will not become effective. All current members of the CCCSIF are required to adopt the documents by Council action. Without the adoption by the San Luis Obispo City Council, the current, outdated agreement will remain in effect without the written operating policy and procedure contained in the bylaws. RECOMMENDATION: Adopt resolution approving the version of the agreement creating the Central Coast Cities Self Insurance Fund and the Creation of Bylaws. Attachments: 1. Proposed Agrewmt 2. Bylaws RESOLUTION NO. (1990 Series) RESOLUTION APPROVING THE REVISION OF THE AGREEMENT CREATING THE CENTRAL COAST CITIES SELF INSURANCE FUND AND THE CREATION OF BYLAWS WHEREAS, the City of San Luis Obispo is a member entity of the Central Coast Cities Self Insurance Fund; and WHEREAS, the Board of Directors of the Central Coast Cities Self Insurance Fund at the October 4, 1989 meeting voted to recommend revisions to the original Agreement, and WHEREAS, the Board of Directors voted to create Bylaws for the Central Coast Cities Self Insurance Fund; and WHEREAS, a complete and true copy of the proposed Joint exercise of Powers Agreement and Bylaws recommended by the Board, has been provided to this member entity; and WHEREAS, this member entity is in accord with the revised Joint Exercise of Powers Agreement and the Bylaws, and finds that they should be adopted; now therefore BE IT RESOLVED that this member entity hereby adopts the revised Joint Exercise of Powers Agreement and newly created Bylaws, and authorizes execution of the Agreement. . On motion of seconded by and on the following roll call vote: / AYES: NOES ABSENT: C Resolution No. (1990 Series) The foregoing Resolution was passed and adopted this day 1989. MAYOR RON DUNIN ATTEST: CITY CLERK PAM VOGES APPROVED: City Administrative Officer i. 6At y Fin ncctor Personnel Director • JOINT EXERCISE OF POWERS AGREEMENT FOR CENTRAL COAST CITIES SELF INSURANCE FUND This Aurc:ement is made by and aurone the undersiuncd public entities, all of which are organized and operating under the laws of the: Mate W California. RECITALS 1. The following state laws. anion_ others. authorize the Member Agencies to enter into this Aereemc:nt: A. Labor Code Section 3700(h) which alkms a local public entity to fund its Workers' Compensation claims: B. Government Code Sections 989 and 990 which permits a local public entity• to insure against liability and other losses: C. Government Code Section 990.4 which permits a local public entity to provide insurance and self-insurance in anv desired combination: D. Government Code Section 990.8 which permits two or more local public entities to enter into an agreement to jointly fund such expenditures in accordance with Government Code Sections 6-500-6-515: and C 1-1 VS! Aucu�l 9. t E. Government Code. Section 6500-6515 which permits two or more ^ local public entities to jointly exercise under an agreement any powers which ) are common to each of them. 2 Each of the parties to this Agreement desires to join with the other partics for the purpose of: �. Devcloping efcctive risk management programs to reduce the ,ti•,u UJII ,Ind frequency of If: it losscs: B. Pooling their self-insured losses: and C. Jointly ourchasing insurance and administrative services in ili IfiC i%rOora m>. for said p::rti 3. The go%,erning bod% of each undersigned public entity has determined that it is in the entitv's own best interest and in the public interest that this .)resent Agreement be executed and that the entity shall participate as a member of the public entity created by this Agreement. NOW, THEREFORE, the undersigned, by, between and among themselves.. in consideration of the mutual benefits, promises and agreements set forth below. hereby agree as follows: Tti,%SU7t:.VS] AGREEMENT ARTICLE I RE-CREATION OF TETE CENTRAL. COAST CITIES SELF INSURANCE FUND This agreement has been created for the purpose of revising and updatin( an existing Joint Exercise of Powers Agreement forming the Central Coast Cities Self Insu,mnce Fund. Pursuant to Article I, Chapter 5,. Division 7, Title I of the Governnicnt Code of the Stag of California (commencing with Section 6500), the parties hereto hereby cre::te a puhlic agency, separate and apc:rt from the parties hereto. knimvn as the Central Coast Cities Self Insurance Fund. hereinafter called the Authority. This a 'rCCttlen: st:::ll supC,-SCd' .:m such otlie. a,rc emen:. • ARTICLE II PURPOSES This Agreement is entered into by Member Agencies pursuant to the provisions of California Government Code Sections 990, 990.4, 990.8. and 6500. et seq.. to: L Pool on a self-insured basis various risks in excess of established deductible amounts and up to a jointly selected maximum: '_. Jointh purchase insurance coverage; I Jointly purchase administrative and other services including. but not limited to: claims administration, data processing. risk management, loss prevention and legal services in connection with any of the Programs: 'I� r�(117}i.i's l i. :\uEuy 4, lo:•r 3- 7 4. Create and maintain various Program funds to pay the cost of the O self-insured portions of losses insured against; 5. Implement risk management and loss control programs; G. Provide for including in the future additional cities which desire to become parties to the Agreement; and 7. Provide for the removal of Member Agencies for cause or upon reau.-st. ARTICLE Ill DEFINITIONS Unless the context otherwise requires, the following terms shall be defined as herein stated: 1. "Authority" shall mean Central Coast Cities Self Insurance Fund. 2. "Board" or "Board of Directors" shall mean the governing body of the Authoritv. 3. "Deposit" shall mean the estimated amount determined by the Board for each tilember Agency necessary to fund the Program Year for each Prozram of the Authority. 1'1..7407LS PSI a august •+. 1 "" 4. "Insurance" shall mean that insurance which may be purchased on behalf of the Authority to protect the funds of the Member Agencies against loss as is determined by the Board of Directors. 5. "Member Agency" shall mean any of the public entities which arc; a party to this Agreement. 6. -M-1-morandum of Coverage" shall be rile document issued by the: Authority to NlCmbe,- speciiving the type and amount of pooled coverage provided to each :Member Agency by the Authority. 7. "Fiscal Year" shall, mean period of time as defined in Article \I. to he used in dcrermining operating hudget, deposits, and incurred losses. S. "Program" shall include. but nut he lirnited to. property. workers compensation. and liability coverages as maybe determined by the. Board. 9. "Covered Losses" shall mean anv loss resulting from a claim o; claims against a Member Agency which is in excess of its respective deductible and is covered by anv Memorandum of Coverage issued by the Authority or any purchased insurance coverage. ARTICLE Nrl PARTIES TO AGREEMENT Each party to this Agreement certifies that it intends to, and does, contract with all other parties who are signatories to this Agreement and, in addition, with such other parties as may later be added partics to, and signatories of, this Agreement pursuant • it � 3- 9 to Article XVIL Each party to this Agreement also certifies that the deletion of any party from this Agreement, pursuant to Article XVIII or XIX, shrill not affect this Agreement or the remaining parties' intent to contract as described above with the other parties to the Agreement then remaining. ARTICLE V TERM OF -kGREENIEN'r This A(_reement sh:til become effective when executed by the titles of Arroyo Grand-_. A_txscadcro. Grover Cite. Guadalupe. Lompoc. `lorro Ba,. Paso Rohles.. Pismo Beach. San Luis Obispo, Santa Maria. and Santa Paul::. arnj shall remain in ;:ull force until terminated in accordance with Article XX1. ARTICLE %I POWERS OF THE AUTH.ORITI' The Authority is authorized. .in its own name, to do all acts necessary to fulfill the purposes of this Agreement as referred to in Article II, including. but not limited for L Make and enter into contracts: 2. Incur debts, liabilities and obligations, but no debt, liability or obligation of the Authority is a debt. liability or obligation of anv Member Agency, except as otherwise provided by Article XIX and XX: ?. Acquire. hold or dispose of real and.personal property: a O4. Receive contributions and donations of property, funds, services and other forms of assistance from any source; 5. Sue and he sued in its own name; 6. Lease real or personal property, including that of a 1ti4enther Al:'enc`: 7. Receive. collect, invest and disburse monies; and S. Undertake such other activities as may be necessary to carry out the purpose :tf this Aereemerit. These po%�ers sh,.!! be exercised in the manner provided bs applicable l i%% anti as ezpressic set fortis in this Agretme.nt. ARTICLE VII NIENIBER AGENCY-RESPONSIBILITIES The Member Agencies shall have the following responsibilities: 1. To appoint a representative and alternate to the Board of Directors: I To cooperate fully with the Authority in determining the cause of losses and in the settlement of claims, as defined in the insurance coverage: 3. To pay deposits and any adjustments thereto promptly to the Authorit\ when due: �-3-I1 4. To provide the Authority with such statistical and loss experience dart O and other information as may be necessary for the Authority, in all matters relating to this Agreement and to comply with the Bylaws and all policies and procedures adopted by the Board. 5. Maintain an active risk mcinagcment program. 6. Dcsk-mate a risk manager charged with overseeinu the entitv's risk: management program %vithin the cite: . Compl%. %vith safcL%1Joss control requirements cstahlishcd by the Authority. Establish a claim manaaem-r: procedure. ARTICLE VIII BOARD_OF-DIRECTORS 1. MEMBERSHIP There shall be a Board of Directors "to govern the affairs of the Authority. The Authority's Board shall be comprised of one representative from each Member Agency. The City Council of each Member Agency shall appoint asits representative the City Manager, or City Administrator. The Board member shall serve and be subject to removal and replacement at the pleasure of the appointing city. Said representati%•e shi 111 have authority to bind the Member Agency on all matters pertaining to this agreement. O TP.,y_W7u i s� R AuE,l.; ,, Io.•, Each Board representative shall appoint one alternate for such representative who Cshall attend meetings in the event that the appointed representative is unable to attend and who shall, as in alternate, have the same rights as the representative so a-ppointed. 2. OFFICERS Thc: Board of Directors shall elect from its memhership a Present and Vice: President in accordance to the provisions of the Byla\Ls. The: Bo::rd of Directors shall appoint a Secretary,7reasurer v.-ho is not rcc:uircd to he ;t n .lather of the Board of Directors. POWERS The pocc•ers of the Board shall be all o; the powers of the Autilo, It\ not spCcltic;tilC reserved to the 1'tember Agencies by this Agreem?:r�: aIlld ilia\' Ir1Ci.LLIC. .Illi not he limited to. Article II of' said At_,reement and tiiC C` A. ApprOV it of Insuranc: Covera_cs. B. Setting deposit premiums. C. Approval of the annual Authority budget. D. Election of officers. E. Creation of Bylaws. F. Approval of service providers. including but not limited to: (I) Program Administrator/Broker (2) Legal counsel (;) Auditors (4) Claim administrators (5) Loss prevention consultants G. DcicL:nte authority to officers as Provided for in the Byla%ks. A I%`l'l CI.I•: IN MEETINGS AND RECORDS 1. BOARD MEETINGS The Board shall hold at least one regular mecting each fiscal year. The Board shall fix the date. hour and place at - which each regular meeting is to be held. Special meetings may be called b% the President or upon written request of at least one-third of the Board. Notice of such special meetings shall be delivered personally or by mail to each Board Member at least seven (7) days before such meeting. Each meeting of the Board, including. without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the Ralph M. Brown Act (Section 54950, et seq. of the Government Code). 2. RECORDS The President shall keep. or have kept, minutes of all regular, adjourned, regular and special meetings of the Board. As soon as i1t:%V?3.x.1'?I Ili Au"u.i '0. Iv.•, possible after each meeting, a copy of the minutes shall be forwarded to each C� member of the Board. Minutes may not be kept of any closed sessions. No business m'av he transacted by the Board without a quorum of its members beinL, present. quorum shall consist of a majority of its members authorized rrnresenCltives. A majority of the members present must vote in fa\.,or of a motion to app rove it. rxcept as may otherwise be pro.-ided for in this Agreement. Alternates sh:dl have all the power and authority of a designated representative. Thr Board sh:,ll conduct its business in accordance with Roberts Rules of Ord"-,-. ARTICLE S BVI_ NN'S AND ADMINISTRATION POLICY AND PROCEDURES The Board shall cause B}laws to be developed consistent with applicable law and y-to-day operations of the Authoriry. Each Board C ' this Agrremrnt, to govern the da member shall rcceive a copy of the Bylaws and any administrative policies and procedures developed under this article. The Board may adopt additional Bylaws and approve administrative policy and procedures or chance emsting ones so lonLas they shall be and remain consistent with both applicable law and with this Agreement. .ARTICLE XI FISCAL YEAR ,The fiscal year of the Authority shall be the period beginning the first day of Juin of each calendar year to and including the 30th day of June of the following year. O 11':i/_Sti1ZS.I's I I! Au,usl v, 1'JI'I ARTICLE X11 BUDGET The Board shall adopt an annual budget prior to the beginning of each fiscal veer. ARTICLE XIII :VNNUAL .-1UI)I1'-AN'D-AU7P1'F REPORTS The Board of Directors shall cause an annual financial audit to be made with i1spec: to all rcceipts. disbursements, and other transactions by a Certified Public Accountant Cx p�:rienced in and Hu:ilificd to conduct public agency audits. A rcreport�' of such financial audit shall be filed as a public record with each of the 'Member Sucli report shall he filed no Liter than required by All costs of such financial audit shall he paid by the Authoritv and shall be charged against the Nlembtr Agencies in the same manner Lis all other administrative costs. ARTICLE XIV ESTABLISHMENT AND ADMINISTRATION OF FUNDS The Authority shall be responsible for the strict accountability of all funds and reports of all receipts and disbursements. It will comply with all provisions of law relating to the subject, particularly Section 6505 of the California Government Code. The Treasurer shall receive, invest and disburse funds only in accordance with the procedures established by the Board of Directors, the Byla�k-s, and in conformity applicable law. August ARTICLE XV DEPOSITS The deposit for each Member Acencv for each Program in which they participate sh;!ll he •cdculaicd and paid in accordance:e with the BYlLaws and Administrative Police and ARTICLE XVI PROGRAMS Tin•_- covcr;!,_,e(s) provided b% the Auihorit%- shall be as specified in the Nlemoran.Ja of Covcmoc and 'o.- insurance policies. Each Nlemher Entity shall have the ability to in %ehich ProLmms it will par-kicinatt. ARTICLE XV11 N'TWAlEMBFIRS Prospective Members may apply for participation in the Authority in accordance with, and as stated in the Bylaws. A two-thirds majority vote of the cities participating in a Program shall be required for admission to any Program subject to ratification by m,o-thirds majority vote of the entire Board of Directors of the Authoeirv. ARTICLE WIII NNrITI I DRAWA I. Any %Icm,ber Avc:ncy of the Authority who has been a member for at least thrCC full fiscal years may withdraw from one or any Program in k-hich it participates. The w'ithdr+w;+I ttuctivc oniv at the end of a fiscal scar. The withdmwki_ Member Aeency must notify the Authority in writing at least ninety (90) days prior to the gild of the fiscal yCar ftit It will withdraw' from a Proizmnl. Atter with&aw;il, the withdrawing member shall continue to be responsible for ani iinnncl'll obho!!iotl incurred try rL:'Is )n of losses occurring prior to the effective chic o: an Cntity w'liildi;tw';11. ARTICLE \I\ EXPULSION The Authority may expel an} N•lember Agency. with or without cause. as a participant in ari pro(-Yram or as a member of the Authority by atwo-thirds vote of the Board. ARTICLE XX EFFECT OF N%'ITHDRA«'AL OR EXPULSION The withdrawal or expulsion of any Member Agency after the inception of its participation in .arty program shall not terminate its responsibility to: '7) j I. Cooperate fully with the Authority in determining the cause of losses Uand in the settlement of claims, as defined in the coverage agreement; ?. Pay any adjustments determined by the Board to be due and payable for each program.year in which it participated; i. Provide the Authority with such statistical and hiss experience data ane! other information as may he necessary for tic Authority to carry out the: purposCs of this Agreement: and 4. Cooperate with and assist the AuthUrit%'. Liny insurer, claims adjuster of ICgal counsel retained by the Authority. in all maitCrs relating to this .A'_rCCment. ARTICLE XXI TERMINATION ASD DISTRIBUTION The Programs provided for by this Agreement may be terminated when the Board so determines that the withdrawal of a sufficient number of members makes it no Ionizer feasible to continue as a Joint Powers Authority. and that the public interest is no longer served. However, this Aareement and the Authority shall continue to exist for the purpose of disposing of all claims, distribution of assets and all other functions necessary to conclude the affairs of the Authoritv. Upon termination of all Programs provided for under this agreement and the settlement of all liabilities and claims, including incurred but not reported claims. all property of the Authority shall he divided among the entities in a ratio equal to their equity in each Program in Which they participate. The Board shall determine such distribution Within six months after the last pending claim or loss covered by this Agreement has heen tinally resolved. The Board is vested With all powers of the Authority for the purpose of concludin_ and dissolving thc: husincss affairs of the Authoritv. ARTICLE \XII NOTICES Notices to Mcmher under this A_rcement shall be sufficiCnt if'mellCd to thClr respcctivC avt!LC>J.ti on ill. -,viol the ,-\uthority. Notices to the Authority sh::ll f?C SUfIICICni it Iil::'1CG zo Ing addrCss of the Authority as ContatnCd In Tile BVL,1%c's. 1 .� ARTICLE XXILI PROHIBITION AGAINST ASSIGNMENT No Member A*encv may assign anv right, claim or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any Member Agency shall have any right, claim or title to any part, share, interest, fund. premium or asset of the Authority. ARTICLE XXIV C1 AM1tENDMENTS This Agreement mac be amended by a two-thirds vote of the Member ALtcncies at any regular or special meeting of the Board, provided that am amendntc rit is compatible with fisc• purposes of this Aurccment and it has hcen submittc;d to the Beard Memhers ;it Ic-ast sixty (60) days in. advance. Atm such amendment shall be effecti�e•irnmediately upon two-thirds vote of the menihcr a!uc:ncies. ARTICLE XXL' SEVERABILITY S;,,u:id anv portion, term. condition or provision of this Agreement he decided by a court of competent jurisdiction to be illegal or in conflict with amlaic' of the State of California, or be otherwise rendered unenforceable or ineffectual, the validit of the remaining portions, terms, conditions and provisions shall not be affected thereby. ARTICLE X\NI HOLD HARMLESS AND INDEMNIFICATION Member Agencies agree and covenant to save free and hold harmless and indemnify the Authority, other Member Agencies, their elected officers, employees and volunteers for any claim, damage, or liability in connection with claims handling. claims administration. retrospective adjustments, assessments. deposits, coverage, error and omissions. and/or decisions to expel a Member Agency. C' ti.yw c; si t- AtIzu.; r . j ARTICLE XXVII AGREEMENT COMPLETE The foreeoin, constitutes the full and complete agreement of the parties. "I'hc:rc arc no curl undersmndines or agreements hot set forth in .vriting herein. ARTICLE XXVIII EXECUTION OF COUNTERPARTS I i?IS ;�_rCCi:1CI?t Iiia\• I?e exe�:uteci ill i1nv num!)er of counterparts, each of which %%hen so executes shall he cfc;cmed to he an oricinal. but alto,ethcr shall constitute ilii'.• 2nd dile Sr!ii1:: azrce: lent. IN WITNESS WHEREOF. each of the parties hereto. by and through their respective duh• authorized rCpresentatiue . hale executed this ,Agreement on the date so indicate. DATED: CITY OF: BY: Nfavor BY: City Clea e-3•�2 RYI.AWS of the CENTR-M. COAST CITIES SELF INSURANCE FUND Pu-su;!nt it) tlwiz ceriain ai-,rccnlent entitled .Joint Excrcisc Ui i'O\\:;rJ :`�rCCtllCiit i:�: the Centr;ll Coast Cities 5Cf Lnsur::nce Fund" dated 19w ;t;l'! effective 1959 these Bylaws have been adopted for the rC,u!:cion of said ARTICLE I DEFINITIONS he terms in then; Byil;twsn;tii he as defined in the ALreen :nt creatlnu the Coast Cltles JCI'. I:INLMinl.c 171.1111J. unless otherwise specified ilercin. C, ARTICLE II OFFICES The principal executive office for the transaction of husiness of the :authority is hereb\ feed and located at: Cit\• of San Luis Obispo c/o Finance Director P.O. Box SIM San Luis Obispo, CA 9:403-3100 The Board shall have the authority to change the location of the principal executive office from time-to-time. Arty such chane shall be noted in the Bvlaws. and this section shall be amended to state the new location. Official notice shall compl, with Section 530 1 of the California Government Code. ARTICLE III �tEEi'1ti(;S In addition to a required annual meeting as called for in the Joint Exercise of Powycrs Acreement, the Board shall meet on an as needed hasis as determined h\ th, lio:ird. Ofticittl minutes of the Board meeting shall he kept by the Authority at its princip d cxeeutivc office. ARTICLE. IV ELECTION 01: PRESIDE\T ANI) 'ICF: PF:F:SII)ENT Tiie Board of Directors shall elect the President and Vice President from among t17- Bil::rd me-mh,is. Elc:ci!on of President and Vice President and conditions of Utf c 1. A nominating committee shall h. appointed b% the Presider- to recummcnd a slate of ofticcrs. In adu�itio;,. ary Bwrd nrcntbcr max another Buard member fo an ofticc. Each Board memher .shall cast one vote for the candidate of choice for each office. :. Ali terms of office shall be for one year. The officers shall begin scn,in_ terms at the he`_innin_ of the calendar year immediately followin_ the election. The terms of office shall end on December 31 of each year. 4. Elections shall be held whenever there is an office vacancy. 5. President and Vice President shall hold their positions as individuals and not merely as a representative of a Member Agency. ARTICLE V DUTIES OF OFFICERS PRESIDENT. The duties of the President shall be: 1. to preside at all meetings of the Board of Directors and the Executive Committee. to si`,n cont-: cts on hchalt of the Joint Powcrs Awhorit�. 3. to enter into insurance agreements on hchalf of the Joint Pcn.crs Authority within the parameters as granted by the Board. 4. to prepare the meeting agendas. 5. to direct the Program Administrator. (i. zo taCllk;,tc and cnSurc the preparation of minutes Ui the nlc::tlf1L,� reef aired. 7. to perfl)i m such other duties as the Board may specify. VICE PRESIDENT. The duties of the Vice President shall he to act as the President in the absence of the President and to perform such ocher duties as the The duties o the Secrc:tt,n',"hreasurer shall be: 1. to have Custodiv and main-Len mcg of the Authorit\' s records and docunients. ?. to maintain all accounting and other fin:lncial records in accordance with accepted financial accounting practices. 3. to file: all financial reports required of the Authority. 4. to perform the functions of controller and to have the duties specific.) in Section 650-.5 of' the Government Code. �. to make payments pursuant to previously authorized contracts which are .vithin budget limits. 6. to collect and process all Conflict of Interest statements and records in compliance with State requirements. The Secretan•/Treasurer shall furnish a fidelity bond in a minimum amount of One Hundred Thousand Dollars ($100,000) conditioned upon the performance of the duties herein prescribed. The amount of the bond shall he determined from time-to-time by the Board. Any premiums for such bond shall be a proper char,-,c against the: Authority. C� - f � 1 ARTICLE VI -� C0111MITTEES AND DUTIES EXE=CUTIVE. COMMITTEE. The Executive Committee shall be comprised of the President, Vice President, immediate Past President and SecretaryrFreasurer. The: Sccret::rti•/Treasurer shall he a non-voting member. The Executive Committee shall ovcrsee thc_ day-to-day management of the Authority'. For Purposes of conductin-_ such husiness. the Executive Committee has powers as may be provided for by iht : Board. Thr i:xccutie•c Comnllttte shall provide reports to the Board as rc:yui%d. SAFETY COMMIT-l-EE. Each member city shall appoint a represcntatiy:: to the Authority's S::fery Committee which shall meet refularly to plan. coordinate and tiiltllCiilCnl P:O_"::fii> Instrumental In rcducin!, loss. ARTICLE VLI BUDGF'T -lit. Authority s}l::!! annually adopt an operating budget pursu::nt to Article X11 o: the Joint Exercise of Poyyers Aereement. which shall include a separate bud e: ic)- each Pmt*Tara. The preliminary budget shall be submitted to all members no tji:+rl .;pril 15 ut each year, and a final hud,.jet shall be completed no later :pan J unc 1� ut Baca The budget shall provide for: Reyenu:: Administrative Expenses Incurred Losses Insurance Expense Loss Control Program Expense ARTICLE VI11 DISBURSEMENT AND MANAGEMENT OF FUNDS The disbursement and management of funds of the Authorityshall t-ic in accurdancr with the followin_: 1. The Treasurer's Office shall have sole authority to withdraw tunds fiun: the Local Auencies Investment Fund (LAIF) in accordance %with policy' and procedures adopicd by the city in which the Joint Yocyers A_ency funds arc manaLcd. 2. The Treasurer shall have authority to transfer funds from reserves to offset hudget overruns of other hudgCt line items. Authority rnav he granted to the Claims Administrators to issue warrants from a trust account in amounts so specified by the Board for purposes of claims administration or settlement. :�RTICI,F. ix lN\,ES"T:NIF NT OF FUNDS The Treasurer shill invest surplus funds from each Program in accordance with ih:: In•estmen; Policy ;adopted by the Board of DlrcctoFs. The Treasurer shall submit to the Burd of Directors no less than annually, a report of investments. The rcrort shall include. hat not be limited w. a list of investmen7N COMprltilni the .A!Ithoritys portfolio, rates of interest, and annual yield on ARTICLE SF_7FFl.EMl:\-*F OF. CLAINTS � Each member of a Pm,_,ram shall _rant to tile Proaram's Claims administrator discretionary settlement authoritv in an amount determined b% the lkletnber Agency. All settlements in excess of the settlement authority of the Claims Administrator shall require approval from each Member Agency in accordance with the pro\.isions of the entin,'s Municipal Code or procedure. ARTICLE \I LIABILITN' PROGRAM 1. PROGRAM STRUCTURE. The Auto and General Liability Program shall consist of a deductible, a self-insured retention layer (pool), and purchased excess insurance in an amount determined annually by the Board of Directors. Each Member Aeencv shall determine the amount of their deductible, but in no case ma\' it be less than S1,000 for each occurrence insured against. �. COVERAGE. The coverage provided in all lavers ot.the program shall he the same as th:u of the coverage provided in the excess insurince policy. I i :7Su71'01 SI �3-�i ;. PLAN FUNDING. The Liability Program shall be funded annually by each Member A�ency contributing a Deposit based on funding formulas established by the Board of [directors. There shall be three cost components that are funded by the Deposit. They are: (1) the loss reserve fund, (2) the excess insurance premium. and (3) administrative costs. The Deposit shall be sufficient to cover the Rudec:t for each Proc-rtm Year of the Program. 4. RETAINED RISK. For coverage pros�ded, the Authority is responsible for c0%c:r;1LC of risks in the self-insured retention laver (pool) o,.:er ;ind above the deijilCtlhle appiicabic to the Member Agency. DEDUCTIBLE RECOVERY. Each Member Acency is responsible for a died Uctihi : under the Procram for losses that nCCtlr. Loss is defined as paid clalins. ;,djustin, costs. and le_al expense. Repayment is made to the Authority for the deductible after the claim is paid by the Authority. When a claim is paid and closed. or i,;n•ment on an open claim reaches S1,000. the Claims Administrator shall Nil C,:i11 Mc nibcr ALcncv. P ivnlents shall be made to the Authority's Treasurer. 0. PFFUND PLAN. .A Memher Agency in the Program three complete fiscal years. reflCctin, ;i positive "Fund Balance:" may be eligible for a percentage refund o iiieir "Fund Balance" if such a refund is declared by the Board of Directors. In the Refund Plan calculation, the "Fund Balance" represents the amount of funds remainino in a Member Aa-ncv's account after allowing for reserves. an IBNR (Incurred But Not Reported) reserve, and inflation factors. ARTICLE X11 WORKERS* COMPENSATION PROGRAM 1. PROGRAM STRUCTURE. The Workers' Compensation Program shall consist of a self-insured retention laver (pool), and purchased excess insurance in an amount determined annually by the Board of Directors. 2. COVERAGE. The coverage provided shall be those statutory Workers' Compensation benefits prescribed by California State law•, and for Emplo}'ers Liability. 3. PLAN FUNDING. The Workers' Compensation Program shall he funded annually ny each Member Agency contributing a Deposit based on funding formulas established by the Board of Directors. There shall he three cost components funded by the Deposit. The components are: (1) the loss reserve fund, (2) the excess �! insurance premium, and (3) administrative costs. The Deposit shall be sufficient to cover the Budget for each Program Year of the Program. RETAINED RISK.. The Authority is responsible for coverage of those Stag. mandated «Vorkers' Compensation and Employers Liability benefits in the self-insured retention layer (pool) of the Program. �. REFUND PLAN. A ,Iemher Agency in the Program three complete fisc;d years. reflecting a positive "Fund Balance" may be eligible for a percentage refund of their "Fund Balance" if such a refund is declared by the Board of Directors. The "Fund Balance" represents the amount of funds remaininc, in a Member Agencv's account after allowing for reserves, an IBNR (Incurred But Not Reported) reserve. and inflation factors. ARTICLE XIII \EN1'IENI-BERS city �yithin the Counties of San Luis Obispo.. Santa Barbara or Ventura may . for admission to the Joint Po%vers Authority for participation in any or .all C Pro_ranls. The Board of Directors, shall vote on the city's application for admission after evaluating past loss experience, financial status, other risk management considerations. and compatibility with the objecti%es of the Authority. A tyo-thirds majority vote of the .Member Agencies participating in a Program shah be required for admission to the Program subject to ratitication by two-thirds majority vote of the entire Board of Directors of the. Authorit. .ARTICLE XIV AIN IEND AIENTS These Bylaws may be amended by a majority of the Board provided that any amendment is compatible with the purposes of the Authority, is not in conflict with the Agreement and has been submitted to the Board at least 30 days in advance. Any such amendment shall be effective immediately, unless otherwise designated. �l I; 73•).is 1.7