2020/11/24 City Council Resolution 2020-104 RESOLUTION NO. 2020-104
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING AMENDMENTS TO THE JOINT POWERS AGREEMENT
AND BYLAWS OF REDWOOD EMPIRE MUNICIPAL INSURANCE FUND (REMIF)
AND APPROVING THE JOINT POWERS AGREEMENT AND BYLAWS FOR
CALIFORNIA INTERGOVERNMENTAL RISK AUTHORITY (CIRA)
WHEREAS; Rohnert Park is a Member entity of the Redwood Empire Municipal
Insurance Fund("REMIF"); and
WHEREAS, after over a year of in-depth analysis both the REMIF and Public Agency
Risk Sharing Authority of California("PARSAC") Board of Directors voted to recommend to
the Members of their respective agencies, a merger between the two organizations with the
creation of a new pool called the California Intergovernmental Risk Authority("CIRA"); and
WHEREAS, the self-insured health plan will remain under the care, custody, and
control of REMIF; and
WHEREAS, a complete and true copy of the proposed JPA and Bylaw amendments
recommended by the REMIF Board and of the proposed CIRA JPA and Bylaws has been
provided to the City and is attached hereto as Exhibit A. Exhibit B. Exhibit C. and Exhibit D,
which are incorporated by this reference; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve and ratify the amendments to the JPA and Bylaws
of REMIF .
BE IT FURTHER RESOLVED that the City Council of the City of Rohnert Park that it
does hereby authorize and approve and ratify the JPA and Bylaws of CIRA.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to execute documents pertaining to same for and on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED this 24 day of November, 2020.
CITY OF ROHNERT PARK
J
' JL_
ose T. Callinan, Mayor
ATTEST:
Sylvia Lopez evas, City Clerk
Attachments: Exhibit A through D
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BYLAWS
The following Bylaws are for the regulation of Redwood Empire Municipal Insurance
Fund, except as otherwise provided by Statute or the Joint Powers Agreement creating
Redwood Empire Municipal Insurance Fund. These Bylaws are dated and will be effective
January 1, 2021.
ARTICLE I
DEFINITIONS
The terms in these Bylaws shall be as defined herein and in the Joint Powers Agreement
(hereinafter JPA Agreement) creating the Redwood Empire Municipal Insurance Fund
(REMIF) unless otherwise specified herein.
Alternate Director means that individual appointed by a Member or Associate
Member to act in the absence of its duly appointed representative except the
Alternate Director shall not exercise the powers of an officer of the Authority or
serve on the Executive Committee.
Associate Member means any contracting public agency who has been a signatory
of the Authority’s JPA Agreement for less than ten years.
Authority means the Redwood Empire Municipal Insurance Fund created by the
JPA Agreement.
Board or Board of Directors means the governing board of the Authority.
Broker is an insurance broker used by the Board to acquire insurance coverage.
Cash Assessment means an amount determined by the Board of Directors, to be
paid by each Participating Agency as necessary to meet the Authority’s obligations.
Cash Contribution means the annual dollar amount determined by the Board of
Directors which is payable by each Participating Agency as its established share of
the funding required to cover the financial obligation of each pooled coverage
program in which the Participating Agency participates.
Claims means demands made against the Participating Agencies or the Authority
arising out of occurrences which may be within any of the Authority’s coverage
agreements.
Claims Adjuster is the person(s) hired as an employee of the Authority and/or
contracted by the Board to determine losses and make or recommend payments in
the various coverage programs.
Exhibit A
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Coverage Agreement is the document issued by the Authority to Participating
Agencies specifying the scope and amount of pooled protection provided to each
Participating Agency by the Authority in each pooled coverage program.
Covered Loss means any loss resulting from a claim or claims against a
Participating Agency or the Authority which is in excess of the respective self-
funded retention, and is covered by a Coverage Agreement issued by the Authority
or any purchased programs and may include loss payments, defense costs, and other
charges directly attributed to the resolution of the matter including defense costs
incurred by the Authority.
Deductible means the amount of a claim, which the Participating Agency must
incur or become liable for before the Authority is obligated to pay. Deductible is
synonymous with Self-Funded Retention.
Director means the individual appointed by the Member or Associated Member to
serve on the Board of Directors or the Alternate Director in the absence of the
individual Director.
Entire Board shall consist of all Directors, whether or not present at a Board
meeting.
Excess Insurance means any self-insurance, insurance, or reinsurance purchased by
the Authority to cover losses in excess of the Authority’s self-insured retention.
Executive Committee means that body composed of the President, vice President
and three additional members of the Board appointed or elected in accordance with
the Bylaws of the Authority.
General Manager is the person or firm appointed by the Board to be its Secretary
and the Chief Administrative Officer of the Authority.
Incurred Loss means the sum of monies paid and reserved by the Authority that is
necessary to investigate and defend a claim and to satisfy a covered loss sustained
by a Participating Agency or the Authority pursuant to a coverage agreement.
Member means any Participating Agency that has been a signatory to the
Authority’s JPA Agreement for more than ten years.
Participating Agency means any Associate Member agency or Member agency that
is signatory to the Authority’s JPA Agreement.
Pooled Coverage Programs shall consist of coverages provided by the Authority
pursuant to a Coverage Agreement. These may include, but are not limited to
property, workers’ compensation and liability coverages as may be determined by
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the Board.
Program Year means a period of time determined by the Board, usually twelve
(12) months, into which each pooled coverage program shall be segregated for
purposes of account, record keeping, and coverage interpretation.
Self-Funded Retention means the amount of a claim, which the Participating
Agency must incur or become liable for before the Authority is obligated to pay.
Self-Funded Retention is synonymous with Deductible.
Treasurer means an officer of the Authority appointed by a majority of the
Entire Board who shall serve at the pleasure of the Board.
ARTICLE II
OFFICES
The principal executive office for the transaction of business of the Authority and receipt
of all notices is hereby fixed and located as described in the attached addendum hereto and
incorporated herein by reference. The Board shall have the authority to change the location
of the principal executive office.
Other business offices may be established by the Board at any time and at any place or
places where the Authority is qualified to do business.
ARTICLE III
DIRECTORS OR OFFICERS
Appointment of Board of Directors
The Board of Directors will include one Director from each Member and a Director from
each Associate Member.
The governing board or other duly designated official of each Member and Associate
Member of the Authority shall appoint a representative to the Board of Directors. The
appointment shall be in writing, directed to the Authority at its designated principal
executive office, and shall remain in effect until the receipt of a written notice designating
a replacement. Each Member and Associate Member shall also designate an Alternate
Director, in the manner described above, to act in the absence of its duly appointed
representative except the Alternate Director shall not exercise the powers of an officer of
the Authority or serve on the Executive Committee. Each Director has one vote.
Election and Removal of Officers
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The officers of the Authority shall be the President, Vice President, Treasurer and General
Manager/Secretary. The President and Vice President shall be elected, as individuals, from
among the members of the Board of Directors not as the Participating Agencies they
represent. The term of office for President and Vice President shall be two
(2) fiscal years, and they shall assume the duties of their offices at the beginning of the next
fiscal year.
The Treasurer will be appointed, by a majority of the Board, and shall serve at the pleasure
of the Board. The qualifications of the Treasurer will be set by Board policy and shall have
the powers, duties and responsibilities specified in Government Code
§6505.5. The Treasurer shall have no vote on the Board unless he/she is a Director also.
The General Manager shall be the Secretary and Chief Administrative Officer of the
Authority, appointed by the Board and shall serve at the pleasure of the Board. Although
the General Manager is an officer of the Authority, he/she may not vote on matters before
the Board, Executive or other appointed committees. The General Manager may not be an
employee or an officer of a Participating Agency. The General Manager shall be
responsible for administering the operations of the Authority, cause minutes to be kept as
specified by the Board, shall have the duty to maintain or cause to be maintained all
accounting and other financial records of the Authority, file financial reports of the
Authority, and perform other such duties as the Board may specify.
Election for President will be held first and then election for Vice President. Each Director
present shall cast one vote for each office. The candidate receiving the greatest plurality of
votes for the particular office will be elected and will assume the office on July 1 of the
succeeding fiscal year. In the event of a tie vote, those not involved in the tie vote will be
eliminated and the remaining candidates will be the subjects of a run-off election as
described above. If unsuccessful after the run off, the election for that office shall start
again with all the candidates eligible. Nomination of candidates and election for the
Officers and the Executive Committee shall be made at the June meeting every other year
for the succeeding fiscal year. Officers and the Executive Committee elections will be held
on opposite years.
The President and Vice President will be elected at the Annual Board meeting in fiscal
years ending in even numbered years and shall serve for their elected term of office for two
(2) years, or until removal by the Participating Agency, or removal from office by the
affirmative vote of the majority of the Board of Directors at any regular or special meeting
of the Board of Directors. Vacancies in the offices of President or Vice President or
Executive Committee will be filled by election of a replacement, at the next regular or
special meeting of the Board, by a majority vote of the Board, to serve the remainder of the
unexpired term.
All other Authority staff positions will be appointed by the General Manager subject to
budget approval by the Board.
The Board shall require the General Manager and the Treasurer to file with the Authority
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an individual or a blanket bond in the amount to be fixed by the Board, but not less than
$100,000. The Authority shall pay the cost of the premiums for the bond required by it.
ARTICLE IV
EXECUTIVE COMMITTEE
There shall be an Executive Committee composed of five members. The President and
Vice President shall serve on the Executive Committee during their incumbency and three
members at large will be elected every other year to serve with them.
The election of members at large to serve on the Executive Committee will be held at the
annual Board meeting in fiscal years ending in odd numbered years. The at-large members
shall be elected, as individuals, from among the members of the Board of Directors, not as
the Participating Agencies they represent. If an Executive Committee member is not
available for a committee meeting, no alternate can sit as a replacement.
One Executive Committee member shall be elected from each of the following three
regions:
South Region includes: Cotati, Sebastopol Rohnert Park, Sonoma, and Windsor
Central Region includes: Cloverdale, Healdsburg, Lakeport, St. Helena, and Ukiah
North Region includes: Arcata, Eureka, Fort Bragg, Fortuna, and Willits
Each Region will elect their own Executive Committee Representative. The Board may
revise the membership of the three regions from time to time as membership in the Authority
changes.
Any vacancy on the Executive Committee shall be filled at the Next Board meeting by a
vote from the appropriate Region as specified in Article III for elections and Removal of
Officers.
Powers
The powers of the Executive Committee shall be those powers delegated to it by the
Board of Directors, which may include but are not limited to:
recommendation on the personnel matters concerning salary, benefits and
working conditions of the General Manager;
covered loss settlement authority as determined per Article X;
approval of service contracts in excess of staff’s authority of $50,000, but
within budgeted amounts;
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amendments to the annual budget within limits established in Article VIII;
other authority as delegated by the Board.
The Board of Directors may revoke any of the powers delegated to the Executive
Committee by a majority vote of the Board.
ARTICLE V
MEETINGS
Board of Directors Meetings
There shall be at least one (1) regular meeting of the Board of Directors each year, which
shall be designated as the Annual Membership Meeting. At the final Board meeting of each
fiscal year, the Board shall fix the date, hour and location at which each regular meeting in
the succeeding year is to be held. Special meetings may be called by the President or a
majority of the Board. Notice of such special meetings shall be delivered personally, by
electronic facsimile transmission or by mail, as provided by state law, to each Participating
Agency at least twenty-four (24) hours before the time of such meetings.
A regular or special meeting of the Board may be cancelled or postponed by the General
Manager or President by notice delivered as provided by state law, to each Participating
Agency at least twenty-four (24) hours before the time of such meeting. The Annual
Membership Meeting may be postponed but not cancelled.
Executive Committee Meetings
The Executive Committee shall hold meetings as the need arises. Some may coincide with
meetings of the Board of Directors. The President or 2 members of the Executive
Committee may request meetings, as need dictates. Notice of such special meetings shall
be delivered as provided by state law, to each Participating Agency at least twenty-four
(24) hours before the time of such meetings.
A regular or special meeting of the Executive Committee may be cancelled or postponed
by the President by notice delivered as provided by State law, to each Participating Agency
at least twenty-four (24) hours before the time of such meeting.
General Meetings
No business may be transacted by the Board, Executive Committee, or other appointed
committees without a quorum of their respective members participating. A quorum of the
Board shall consist of a majority of its number; a quorum of the Executive Committee shall
number three (3) members. Quorums of other committees established by the Board shall
be a majority of their members. A majority of the members present must vote in favor of a
motion to approve it, except as otherwise provided in the JPA Agreement or Bylaws and
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except for the following:
1. A two-thirds (2/3) vote of the Board is required to amend the Bylaws provided
that any amendment is compatible with the purposes of the Authority, is not in
conflict with the JPA Agreement and has been submitted to the Board at least
thirty 30 days in advance.
2. A majority vote of the Board is required to levy a cash assessment for any
pooled coverage program.
3. A majority vote of the Board is required to remove an officer of the Board or
member of the Executive Committee.
4. A four-fifths (4/5) vote of the entire Board is required to expel any Participating
Agency from the Authority.
The Board and the Executive Committee shall conduct their meetings in accordance with
Robert’s Rules of Order.
All meetings of the Board, including without limitation, regular, adjourned regular, and
special meetings, shall be called, noticed, held and conducted in accordance with the
provisions of the Ralph M. Brown Act, or any other applicable State law.
The General Manager shall cause minutes of all regular, adjourned regular and special
meetings to be kept. As designated by the Board a copy of the minutes will be forwarded
to each Participating Agency.
ARTICLE VI
DUTIES OF DIRECTORS AND OFFICERS
The Board of Directors shall be responsible for governing the Authority either directly or
by delegation to other bodies or persons unless prohibited by law or by the JPA Agreement,
and shall exercise all those powers not specifically reserved to the Participating Agencies
in the JPA Agreement. Each Director shall have the authority to bind their Participating
Agency on all matters pertaining to the JPA Agreement as provided in the JPA Agreement.
In addition, the results of all votes will have the authority to bind all Participating Agencies.
Each Director shall be entitled to cast one vote in all matters requiring a vote, except in the
case of an actual or potential conflict of interest.
The Board may establish committees and delegate to them functions not otherwise reserved
to the Board.
The duties of the President shall be to preside at all meetings of the board and the Executive
Committee and to perform such other duties as the Board may specify.
The duties of the Vice President shall be to act as the President, in the absence of the
President, and to perform such other duties as the Board may specify.
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The duties of the Treasurer shall be those specified in §6505.5 or 6505.6 of the California
Government Code, to receive and safekeep all money coming into the treasury, to comply
with all laws governing the deposit and investment of funds, and to provide a quarterly
financial report to the Board summarizing receipts, disbursements, and fund balances,
along with a listing of all investments and other duties as specified by the Board.
The duties of the General Manager shall be to administer the operations of the Authority,
to cause minutes to be kept as specified in the JPA Agreement, to maintain or cause to be
maintained all accounting and other financial records of the Authority, to file all financial
reports of the Authority and to perform such other duties as the Board may specify.
ARTICLE VII
BUDGET
An annual budget shall be presented by the General Manager to the Board before and be
adopted no later than June 30 of each year. At the discretion of the Board, a multi-year
budget may be adopted, thereby eliminating the requirements of annual presentation and
adoption during the term of such multi-year budget.
The budget shall separately show the following:
a. general and administrative expenses;
b. revenue section;
ARTICLE VIII
RECEIPT AND DISBURSEMENT OF FUNDS
Revenues of the Authority shall be received at its principal executive office. The Treasurer,
General Manager or other designee of the Board shall safeguard and invest funds in
accordance with the Authority’s current Investment Policy.
The General Manager and others as designed by the Board shall be authorized signatories
of the Authority’s checking account. All checks disbursing funds of the Authority shall be
signed by the appropriate number of individuals as established by action of the Board.
The General Manager shall be authorized to make all expenditures for goods or services
without specific approval, to the extent such funds have been included and approved by
adoption of the budget, or as subsequently approved by the Board.
The Executive Committee shall be authorized to permit budget modifications in amounts
up to $50,000 for expenditures in excess of previously budgeted or approved amounts.
ARTICLE IX
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ACCOUNTS AND RECORDS
The Authority shall maintain such funds and accounts in accordance with acceptable
accounting practices or by any provision of the law or any policy of the Board. Books and
records in the possession of the Treasurer or the Board’s designee that are considered public
documents by state law shall be open to inspection at all reasonable times by designated
representatives of the Participating Agencies.
The Treasurer or the Board’s designee shall report to the Board as required by State law
and Board policy.
The Board shall contract with a certified public accountant to make an annual audit of the
accounts and records of the Authority at the end of each fiscal year. The audit report shall
be filed within six (6) months of the end of the fiscal year under examination. The Authority
shall bear the cost of the audit.
The fiscal year of the Authority is the period from the first day of July of each year to and
including the last day of June of the following year.
The Authority shall maintain or cause to be maintained accurate loss records for all covered
risks, for all claims paid, and for such other losses as it requires records or directs records
to be maintained.
ARTICLE X
SETTLEMENT OF CLAIMS
The General Manager or the Board’s designee shall have authority to settle workers
compensation, property and liability claims up to the limit specified by law and Board
policy but not to exceed the actual amount of the claim.
The General Manager will have authority to settle property and liability claims for up to
$40,000 per occurrence. The Executive Committee shall have authority to settle property
and liability claims from $40,000 up to $150,000 per occurrence. The Board shall have
authority to settle claims in excess of these amounts up to the Authority’s limit of coverage.
For workers compensation claims, staff has standing authority to pay benefits due under
workers compensation law for medical benefits, temporary disability, etc. and to resolve
permanent disability claims up to statutory requirements. Any settlements for permanent
disability and/or a covenant and release exceeding the statutory requirements may be
settled by the General Manager for amounts not to exceed $40,000; by the Executive
Committee for amounts not to exceed $150,000; and for any higher amount, by the Board,
up to the Authority’s limit of coverage.
From time to time, the Board may, by policy or resolution, raise or lower the level of
settlement authority granted to the General Manager and/or Executive Committee.
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ARTICLE XI
POOLED RISK COVERAGE PROGRAMS
The Authority shall provide pooled risk coverage programs as determined by the Board of
Directors. All Participating Agencies must participate in at least one pooled risk coverage
program in order to maintain their membership in the Authority. The terms and conditions
of each pooled risk coverage program including, but not limited to, agency participation
commitment, choices of self-funded retentions, cash contributions, formulas, and other
relevant details will be determined by the Board through these Bylaws, addendum, policies
and/or coverage agreements.
The Board is authorized to adopt and provide additional pooled risk coverage programs it
deems beneficial to Members.
Coverage may be provided by a self-funded risk-sharing pool, participation in pooled
excess self-insurance, purchased insurance, reinsurance or any combination thereof, as
determined by the Board as described in policy, attached addendum or coverage agreement.
Each pooled risk coverage program will be funded by annual cash contributions of the
Participating Agencies at a level that is determined to be sufficient to cover the predicted
losses, loss adjustment expenses, defense costs, excess premiums, and proportionate share
of general administrative expenses of the Authority.
The cash contributions shall be calculated by taking into consideration the above expenses
as well as each Participating Agency’s incurred loss experience and deductible selected.
The formula for establishing the cash contributions shall be included as an addendum to
these Bylaws or in Board policy and can be changed by the Board to properly fund each
program.
The cash contributions will be pooled with each year’s cash contributions to provide a
central pool for each pooled risk coverage program. These cash contributions paid to the
Authority and any investment income attributed to such fund shall be held in trust by the
Authority to carry out the purposes of the Authority as set forth in these Bylaws and the
Authority Agreement. Failure to pay cash contributions when due will constitute grounds
for cancellation of coverage under terms and procedures established by the Board. If the
participating agency doesn’t pay after 30 days, an interest fee will be issued; after 60 days,
a $150.00 penalty will be issued; and after 90 days of non-payment, notification will be
sent to the Executive Committee and the delinquent Member’s City Manager. After 120
days, a notice of cancellation will be issued by the Executive Committee to the delinquent
Member.
Refunds of excess funds to the Participating Agencies will be issued in accordance with
these Bylaws or policies established by the Board. Per California Government Code section
6512.2, there is no right to refunds or return of excess funds at any time, except as approved
by the Board, and withdrawal or termination of membership shall not require the refund of
any contributions, payments or advances by the Member.
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Excess funds in one pooled risk coverage program shall not be used to fund a different
pooled risk coverage program.
Cash contribution invoices are payable upon receipt and become in arrears thirty (30) days
after the invoice date. Interest and/or other penalties for all such invoices in arrears shall
be calculated in accordance with the policies and procedures adopted by the Board.
ARTICLE XII
RISK COVERAGE AND DEDUCTIBLES
EFFECTIVE DATE
Pursuant to the payment of cash contributions by each Participating Agency to the
Authority, the Authority shall issue to each Participating Agency a coverage agreement or
policy, indicating the risk coverage provided to the Participating Agency by the Authority.
The coverage provided by the coverage agreement begins and ends for each Participating
Agency on such dates as set forth in the coverage agreement.
DEDUCTIBLES
For each coverage agreement provided, the Authority is responsible for the risks covered
by the coverage agreement over and above the deductible but only up to the limits of the
coverage agreement. Each Participating Agency shall designate the deductible for each of
its coverage agreements, but in no case will it be less than the per loss amount stated by
Board policy or in the Bylaws. Each Participating Agency is responsible for the deductible
applicable to it under the coverage agreement. The Authority shall take the amount of the
deductible into consideration in calculating the amount charged to each Participating
Agency for the risks covered. The Participating Agency will be responsible for all amounts
over the combination of its Deductible, the Authority’s coverage amount, and any
purchased and/or pooled excess coverage if the loss or settlement exceeds the combination.
SUBROGATION
The Authority shall share each subrogation recovery with the Participating Agency in
accordance with any policies or procedures described in the coverage agreement from
which the covered loss originated. Each subrogation action shall be brought on behalf of
both the Participating Agency and the Authority.
SPECIAL COVERAGES
The Authority may negotiate special coverages with or for a Participating Agency(ies) as
may be requested by the Participating Agency(ies). The special coverages may be approved
by the Board and be funded in accordance with the Authority’s Bylaws or policies. It is
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intended that special coverages for any Participating Agency(ies) not be provided at the
expense of the other Participating Agencies without Board approval.
ARTICLE XIII
ASSESSMENTS
Upon a majority vote of the Board, the Board shall have the authority to levy a cash
assessment for any pooled coverage program. There must be a finding by the Board that
these are insufficient funds available to the Authority to meet its obligations.
A cash assessment shall be directed only to those Participating Agencies or former
Participating Agencies which participated in the pooled coverage program during the
program year in which the covered loss, causing the assessment, was incurred.
The cash assessment will be due and payable thirty (30) days from the date the Board
declares the assessment, unless otherwise indicated.
Any costs, including attorney fees incurred by the Authority in collecting any cash
assessment, shall be reimbursed in full by the Participating Agency against which such
collection action has been taken.
New Member
ARTICLE XIV
MEMBERSHIP
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The Authority may allow entry into the program a new Participating Agency as an
Associate Member, approved by the Board only at the beginning of the Authority’s fiscal
year following the Authority’s fiscal year in which the request to join the Authority is
submitted to the Board by the agency requesting membership. Request for membership
shall only be considered by the Board if the agency requesting membership has submitted
a written request to the Board at least six (6) months prior to the beginning of the
Authority’s fiscal year in which the agency seeks membership. Moreover, the Board shall
not consider a request for membership unless it includes, but is not limited to, such
information as noted below:
a) Complete a REMIF application form, which may include, but not be limited
to, the following information.
1) underwriting data for the current year;
2) payrolls for the prior five years;
3) loss history for the prior five years;
4) a copy of the most recent claims audit and actuarial reports;
5) a copy for the most recent audited financial statements;
6) an indication as to the pooled coverage programs in which the
prospective applicant wishes to participate and the anticipated retained
limit for such programs; and
b) Provide an actuarial study in a framework that is acceptable to REMIF.
c) Provide a current accreditation or independent consultant’s report from an
organization that is acceptable to REMIF.
d) Submit to a staff analysis of their qualifications for membership and provide
whatever documentation is required.
e) Comply with any other requests or considerations made by the Board of
Directors.
Agencies entering under this Article shall be required to pay their share of organizational
expenses as determined by the Board, including those necessary to analyze their loss data
and determine their premiums.
Upon review of a prospective Participating Agency’s application and after any necessary
site visits by staff, a report, containing a staff recommendation, will be presented to the
Board of Directors. The prospective Participating Agency will be invited to attend a
meeting of the Board of Directors to respond to questions concerning the application. The
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affirmative vote of a two-third (2/3) majority of the Board is necessary for admission to the
Authority.
Any agency admitted under this Article will be designated an Associate Member with all
the rights and responsibilities assigned by the Agreement, these Bylaws, and Board policies
to an Associate Member.
ARTICLE XV
TERMINATION AND DISTRIBUTION
Upon termination of the Authority, in accordance with Article XXII of the JPA Agreement,
the Authority shall take all necessary actions to properly dispose of all claims and other
liabilities of the Authority.
Cash Contributions:
All remaining cash assets shall be distributed among only the parties which have been
participants in the pooled coverage program, including any of those parties which had
previously withdrawn, or were expelled, pursuant to Articles XX and XXI of the JPA
Agreement and in accordance with the terms and conditions of the Bylaws. Each qualifying
participant’s share shall be determined by policy or a resolution of the Board of Directors.
The Board shall determine and make such distribution within six (6) months after the last
pending claim or covered loss, subject to the JPA Agreement, has been finally resolved.
Real and Personal Property (other than cash contributions):
All real and personal property shall be liquidated. The cash from the liquidated assets will
be distributed in the manner as determined by the Board of Directors. The Board shall
determine and make such distribution within six (6) months after the last pending claim or
covered loss, subject to the JPA Agreement, has been finally resolved.
ARTICLE XVI
AMENDMENTS
These Bylaws may be amended by a two-thirds (2/3) vote of the Board provided that any
amendment is compatible with the purposes of the Authority, is not in conflict with the
JPA Agreement, and has been submitted to the Board at least thirty (30) days in advance.
Any such amendment shall be effective immediately, unless otherwise designated.
ARTICLE XVII
SEVERABILITY
Should any portion, term, condition or provision of these Bylaws be decided by a court of
competent jurisdiction to be illegal or in conflict with any laws of the State of California
or the United States, or otherwise be rendered unenforceable or ineffectual, the validity of
the remaining portions, terms, conditions and provisions shall not be affected thereby.
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ADDENDUM I
MEMBER LISTING
Original 7 Founding Members Established in 1976
City of Cloverdale
City of Cotati
City of Healdsburg
City of Rohnert Park
City of Sebastopol
City of Sonoma
City of Ukiah
Effective July 1, 2014, the following public agencies are Current Members and Former
Associate Members of the Redwood Empire Municipal Insurance Fund:
Member Date Joined
City of Fort Bragg 12/31/78
City of Lakeport 12/31/78
City of Willits 12/31/78
City of Arcata 7/1/80
City of Fortuna 7/1/80
City of St. Helena 7/1/86
Town of Windsor 7/1/92
City of Eureka 3/1/93
City of Crescent City 3/1/78 to 6/30/93 (Former)
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ADDENDUM II
OFFICES
The principal address of Redwood Empire Municipal Insurance Fund for the transaction
of business and receipt of all notices shall be:
414 W. Napa Street
Sonoma, CA 95476
REDWOOD EMPIRE MUNICIPAL INSURANCE FUND
FOURTH AMENDED AND RESTATED
JOINT POWERS AGREEMENT
Effective as of July 1, 2021
This Fourth Amended and Restated Agreement is made by and among the following public
entities: City of Arcata, City of Cloverdale, City of Cotati, City of Eureka, City of Fortuna, City
of Ft. Bragg, City of Healdsburg, City of Lakeport, City of Rohnert Park, City of Sebastopol, City
of Sonoma, City of St. Helena, City of Ukiah, City of Willits and Town of Windsor, hereafter
referred to as Members, all of which are public entities generally organized and operating under
the laws of the State of California or public entities specifically organized and operating under
§6507 of the California Government Code and related provisions of law which authorize the
creation and operation of governmental joint powers authorities under California law. This Fourth
Amended and Restated Agreement is dated and will be effective July 1, 2021.
RECITALS
I.The following State laws, among others, authorize the Members to enter into this agreement:
A.Labor Code §3700(b) allowing a local public entity to fund its own workers’
compensation claims;
B.Government Code §989 and §990, and Education Code §15802, permitting
a local public entity to insure itself against liability and other losses;
C.Government Code §990.4, permitting a local public entity to provide
insurance and self-insurance in any desired combination;
D.Government Code §990.8, permitting two or more local public entities to pool self-
insured claims or losses and enter into an agreement to jointly fund such expenditures
under the authority of Government Code §§6500 through 6515; and
E.Government Code §§6500 through 6515, permitting two or more local public
entities to jointly exercise, under an agreement, any power which is common
to each of them.
II.The governing board of each undersigned public entity has determined that it is in its best
interest and in the public interest that this FOURTH AMENDED Agreement be executed
and that it shall participate as a Member of the public entity created by the original version
of this Agreement.
NOW, THEREFORE, the undersigned, by, between and among themselves, for and in
consideration of the mutual benefits, promises and agreements set forth below, hereby
agree as follows:
Exhibit B
AGREEMENT
ARTICLE I
CONTINUATION OF THE REDWOOD EMPIRE MUNICIPAL INSURANCE FUND
Pursuant to Article I, Chapter 5, Division 7, title I of the Government Code of the State of
California (commencing with §6500), the parties previously created a public agency,
separate and apart from the parties, now known as the REDWOOD EMPIRE MUNICIPAL
INSURANCE FUND, hereinafter called the Authority. This Fourth Amended Agreement
amends and supersedes all prior joint powers agreements of the parties.
ARTICLE II
PURPOSES
The purpose of the Authority is to develop an effective risk management program: (a) to
reduce the amount and frequency of their losses; (b) pool their self-insured losses; and (c)
jointly purchase excess insurance and administrative services in connection with a joint
protection program for said parties.
ARTICLE III
DEFINITIONS
Unless the context otherwise requires, the following terms shall be defined as herein stated:
Alternate Director means the individual appointed by a Member or Associate Member to
act in the absence of a duly appointed Director except the Alternate Director shall not
exercise the powers of an officer of the Authority or serve on the Executive Committee.
Associate Member means any contracting public agency who has not been a member for
over 10 years. A listing of the Associate Members and former Associate Members will be
an addendum to the JPA Bylaws.
Authority means the Redwood Empire Municipal Insurance Fund created by this
Agreement.
Board or Board of Directors means the governing board of the Authority.
Broker is an insurance broker used by the Board to acquire insurance coverage.
Cash Assessment means an amount determined by the Board, to be paid by each
Participating Agency as necessary to meet the Authority’s obligations.
Cash Contribution means the annual dollar amount determined by the Board which is
payable to each Participating Agency as its established share of the funding required to
cover the financial obligation of each pooled coverage program or insured program in
which the Participating Agency participates.
Certificate of Coverage for Additional Covered Party means the document issued by the
Authority to third parties specifying the type and amount of pooled coverage provided to
the Participating Agency by the Authority and extended to the named third party for the
specified purpose.
Claims means demands made against the Participating Agencies or the Authority arising
out of occurrences which may be within any of the Authority’s coverage agreements.
Claims Adjuster is the claims adjuster hired as an employee of the Authority and/or
contracted by the Board to determine losses and make or recommend payments in the
various coverage programs.
Coverage Agreement is the document issued by the Authority to Participating Agencies
specifying the scope and amount of pooled protection provided to each Participating
Agency by the Authority in each pooled coverage program.
Covered Loss means any loss resulting from a claim or claims against a Participating
Agency or the Authority which is in excess of the respective self-funded retention, and is
covered by a Coverage Agreement issued by the Authority or any purchased programs and
may include loss payments, defense costs, and other charges directly attributed to the
resolution of the matter including defense costs incurred by the Authority.
Deductible means the amount of a claim or lawsuit, which the Participating Agency must
incur or become liable for before the Authority is obligated to pay. Deductible is
synonymous with Self-Funded Retention.
Director means the individual appointed by the Member or Associate Member to serve
on the Board or the Alternate Director in the absence of the individual Director.
Excess Insurance means any self-insurance, insurance, or reinsurance purchased by the
Authority to cover losses in excess of the Authority’s self-insured retention.
Executive Committee means that body composed of the President, Vice President and one
or more additional members of the Board appointed or elected in accordance with the
Bylaws of the Authority.
General Manager is the person or firm appointed by the Board to be its Secretary and the
Chief Administrative Officer of the Authority.
Incurred Loss means the sum of monies paid and reserved by the Authority that is necessary
to investigate and defend a claim and to satisfy a covered loss sustained by a Participating
Agency or the Authority pursuant to a coverage agreement.
Member means any Member that has been in the JPA for 10 consecutive years or more.
A listing of the Members and former Members will be an addendum to the JPA Bylaws.
Participating Agency means any Associate Member agency or Member agency who is
covered by this Agreement.
Pooled Coverage Programs shall consist of coverages provided or formerly provided
directly by the Authority pursuant to a Coverage Agreement.
Program Year means a period of time determined by the Board, usually twelve (12) months,
into which each pooled coverage program shall be segregated for purposes of account,
record keeping, and coverage interpretation.
Self-Funded Retention means the amount of a claim or lawsuit, which the Participating
Agency must incur or become liable for before the Authority is obligated to pay. Self
Funded Retention is synonymous with Deductible.
Treasurer means an officer of the Authority appointed by a majority of the Board who shall
serve at the pleasure of the Board.
ARTICLE IV
PARTIES TO AGREEMENT
Each party to this Agreement certifies that it intends to, and does, contract with all other parties
who are signatories of this Agreement and, in addition, with such other parties as may later be
added as parties to, and signatories of, this Agreement pursuant to Article XIX. Each party to this
Agreement also certifies that the deletion of any party from this Agreement, pursuant to
Article XX or XXI, shall not affect this Agreement or the remaining parties’ intent to contract as
described above with the other parties to the Agreement then remaining. Each Participating
Agency must, at all times, participate in at least one Coverage Program of the Authority.
ARTICLE V
TERM OF AGREEMENT
This Fourth Amended and Restated Agreement shall become effective as of July 1, 2021, and
shall continue full force until terminated as hereafter provided.
ARTICLE VI
POWERS OF THE AUTHORITY
The Authority is authorized, in its own name, to exercise all powers necessary and proper to carry
out the terms and provisions of this Agreement or as otherwise authorized by law, including but
not limited to the power to:
A. make and enter into contracts;
B. incur debts, liabilities and obligations; but no debt, liability or obligation of the Authority
is a debt, liability or obligation of any Participating Agency, except as otherwise provided
by Articles XX and XXI;
C. acquire, hold or dispose of real and personal property;
D. receive contributions and donations of property, funds, services and other forms of
assistance from any source;
E. sue and be sued in its own name;
F. employ agents and employees;
G. acquire, construct, manage and maintain buildings;
H. lease real or personal property including that any Participating Agency; and
I. receive, collect, invest and disburse monies.
ARTICLE VII
PARTICIPATING AGENCY RESPONSIBILITIES
Each Participating Agency shall have the following responsibilities;
appoint a representative of the Participating Agency to be responsible for the risk
management function within that Participating Agency, and to serve as a liaison
between the Participating Agency and the Authority regarding risk management
matters;
provide the Authority with current, complete, and accurate information which will be
used to determine the appropriate coverage cash contributions for each coverage
program. This information can include but is not limited to property and building
values, vehicle types and numbers, annual payrolls, miles of streets and sidewalks, and
other pertinent demographic information;
pay its coverage cash contributions, and any adjustments including cash assessments,
promptly to the Authority when due. After withdrawal or termination, such agency shall
pay promptly to the Authority its share of any additional coverage cash contributions
or cash assessments, when and if required of it by the Board under Article XX or XXI
of this Agreement;
establish and maintain risk management programs including but not limited to loss
control, risk transfer and employee safety programs;
report to the Authority’s risk manager, during the development stage, the addition of
new programs or facilities, and the elimination or significant reduction or expansion of
existing programs or facilities;
comply with the Agreement, Bylaws and all policies and procedures adopted by the
Board;
promptly notify the Authority of any claim or summons and complaint which may
result in a covered loss that is filed against and/or received by a Participating Agency;
cooperate fully with and assist the Authority in determining the cause of claims and in
the settlement of claims, as defined in the specific coverage agreement;
cooperate fully with and assist the Authority, and any insurer, claims adjuster or legal
counsel, of the Authority, in all matters relating to this Agreement and covered losses;
comply with the risk management requirements established by the Authority;
provide the Authority with such other information or assistance as may be necessary
for the Authority to carry out the joint protection program under this Agreement;
if a Member or an Associate Member, appoint a representative and alternate to the
Board.
ARTICLE VIII
BOARD
Responsibility for the control, direction, and administration of the Authority shall be vested in
the Board. The Board will consist of a representative of each Member and Associate Member
agency. The powers of the Board shall be all of the powers of the Authority not specifically
reserved to the Participating Agency by this Agreement.
POWERS OF THE
MEMBERS AND
ASSOCIATE MEMBERS
The city councils of the Members and Associate Members hereby retain the following powers:
A. the appointment of their Director and Alternate Director to the Board;
B. approval of amendments to this Agreement as specified in Article XXVI; and
C. termination of the Authority in accordance with Article XXIII.
BOARD OF DIRECTORS– APPOINTMENTS
The Director and Alternate Director of the Board shall be appointed by the respective Member and
Associate Member which shall notify, in writing, the Authority of the appointment. The
representative shall serve at the pleasure of the Member or Associate Member until written notice
of the appointment of a successor is received by the Authority.
The Alternate Director shall have all the powers of the representative in their absence except that
the Alternate Director shall not exercise the powers of an officer of the Authority or serve on the
Executive Committee.
Each Director has one (1) vote on the Board. A board member is not entitled to compensation from
the Authority. However, the Board may authorize reimbursement for expenses incurred by a
Participating Agency or Director/Alternate Director in connection with his or her duties as a board
member.
ARTICLE IX
COMMITTEES
The Board shall have the authority to establish committees as it deems appropriate to conduct the
business of the Authority. The Board is authorized to dissolve any committee established pursuant
to this Article.
ARTICLE X
MEETINGS
The Board shall hold at least one regular meeting each year.
Each meeting of the Board and Executive Committee, including, without limitation, regular,
special and adjourned regular or special meetings, shall be called, noticed, held and conducted in
accordance with applicable State law.
ARTICLE XI
OFFICERS AND EMPLOYEES
The officers of the Authority shall be the President, Vice President, Treasurer and General
Manager. The President and Vice President shall be elected by the Board from among its own
members, as individuals, not as the Participating Agencies they represent. The term of office for
President and Vice President shall be one (1) fiscal year, and they shall assume the duties of their
offices at the beginning of the fiscal year. The Board shall appoint as a Treasurer a person who
need not be a member of the Board, whose qualifications will be set by Board policy. This person
shall have the powers, duties and responsibilities specified in Government Code §6505.5. The
Treasurer shall serve at the pleasure of the Board. If the President or Vice President ceases to be a
member of the Board or is removed from office, the resulting vacancy shall be filled, for the
unexpired term, at the next regular or special meeting of the Board held after the vacancy occurs.
The General Manager shall be the Secretary and Chief Administrative Officer of the Authority.
The Board shall appoint the General Manager who shall serve at the pleasure of the Board. The
responsibilities and duties of the officers of the Authority shall be as defined in the Bylaws and as
assigned by the Board. The Board may appoint such other officers and employees and may contract
with such persons or firms as it considers necessary to carry out the purposes of this Agreement.
The Board shall also set the terms and conditions of employment for the Authority’s employees
by Board action or policy.
Any Participating Agency which agrees to have an employee or other representative assigned
duties pursuant to this Article may be reimbursed by the Authority for that individual’s time and
services rendered on behalf of the Authority, at the discretion of the Board. Any such employee,
while acting for or on behalf of the Authority, will be entitled to defense and indemnification by
the Authority to the extent provided in California Government Code §825 et. seq. and §995 et seq.
The Board shall require the General Manager and the Treasurer to file with the Authority an
individual or a blanket bond in an amount to be fixed by the Board, but not less than $100,000.
The Authority shall pay the cost of the premiums for the bond required by it.
ARTICLE XII
FISCAL YEAR/BUDGET
The Authority’s fiscal year shall be from July 1 to June 30 unless otherwise indicated by Board
resolution.
An annual budget shall be presented by the General Manager to the Board before and shall be
adopted by the Board no later than June 30 of each year. At the discretion of the Board, a multi-
year budget may be adopted, thereby eliminating the requirements of annual presentation and
adoption during the term of such multi-year budget.
ARTICLE XIII
ANNUAL AUDITS AND AUDIT REPORTS
FINANCIAL AUDIT
The Board shall cause an annual financial audit in accordance with generally accepted auditing
standards to be made with respect to all receipts, disbursements, other transactions and entries into
the books by a Certified Public Accountant, and a report of such financial audit shall be filed as a
public record with each of the Participating Agencies and with the county auditor in the county
where the Authority has its principal office as stated in the Bylaws. All costs of such financial
audit shall be paid by the Authority as a general and administrative expense.
ARTICLE XIV
ESTABLISHMENT AND ADMINISTRATION OF FUNDS
The Board 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
§6505 of the California Government Code.
The Treasurer or Board’s designee shall receive, invest and disburse funds only in accordance with
the procedures established by the Board and in conformity with applicable law. The General
Manager shall have the authority to expend funds, which have been budgeted, as provided in the
Bylaws.
An Investment Policy shall be adopted by the Board and reviewed annually as required by state
law.
The Authority may make loss payments on behalf of a Participating Agency up to the maximum
amount of the self-insured coverage provided by the Authority, but limited to the actual amount of
the loss.
The Board will set the level of authority for the settlement of claims by the General Manager and
Executive Committee.
ARTICLE XV
CASH CONTRIBUTION
Each Participating Agency shall make a cash contribution for each year of participation in each
pooled coverage program in an amount approved by the Board. The amount of such cash
contribution shall be determined in accordance with a formula and schedule of payment contained
in the Bylaws of the Authority or a policy established pursuant to the Bylaws and shall be
sufficient, when combined with the cash contributions of all other participants in such pooled
coverage programs, to cover the outstanding liabilities, actuarially predicted losses, loss
adjustment expenses, defense costs, excess insurance premiums and administrative expenses of
the Authority.
The cash contribution is payment for the various coverage agreements issued by the Authority to
each Participating Agency for the risk coverage specified in the coverage agreement or insured
program. The Board may, but is not required to, use standard form policies utilized in the market
for any coverages authorized by the Board. The scope of any such coverages in the pool shall be
determined by the Board as specified in the Authority’s Bylaws, policy statements, and/or in the
coverage agreement.
The cash contribution shall be billed to the Participating Agencies in accordance with the policy
set by the Board. Any cash contributions not received by the Authority within thirty (30) days
following the date of billing shall be in arrears and subject to interest and/or penalties in accordance
with the Bylaws or any policy adopted by the Board.
ARTICLE XVI
CASH ASSESSMENT
The Board by a majority vote shall have the authority to levy a cash assessment upon a
determination that it is necessary to meet the Authority’s obligations.
All cash assessments shall be determined and payable in accordance with Board policy or Bylaws
and shall be assessed against those Participating Agencies who participated in the program year(s)
resulting in a deficit.
ARTICLE XVII
POOLED COVERAGE PROGRAMS
The pooled coverage for each program shall be as specified in the Bylaws and applicable policies
and procedures. Any new Participating Agency accepted for membership in the Authority shall
have an initial three-program year, non-cancelable commitment. Each Participating Agency may
participate in such pooled coverage programs as are offered by the Authority on such terms, for
such time periods and with such cash contributions as are determined by the Board.
ARTICLE XVIII
AUTHORITY FUNCTIONS AND RESPONSIBILITIES
The Authority shall perform the following functions in discharging its responsibilities under this
Agreement:
(a) provide coverage, as authorized by the Board, through, but not limited to, a self- insurance
fund and commercial insurance, as well as excess coverage, reinsurance, and umbrella
insurance, by negotiation, bid, or purchase;
(b) provide claims management and legal services for covered risk, which may or may not
exceed the Participating Agency’s deductible;
(c) provide claims recovery and subrogation services to investigate, pursue and collect for
damages caused by the acts of others;
(d) establish actuarial services to distribute costs and generate revenues;
(e) provide loss analysis control by use of statistical analysis, data processing, record and file
keeping services in order to evaluate proper levels of self-funded retention and deductibles;
(f) select legal counsel according to policy established by the Board;
(g) perform other functions as required by the Board for the purpose of accomplishing the
goals of the Agreement.
ARTICLE XIX
NEW PARTICIPATING AGENCIES
It is the intent of the Authority to provide, to the extent permitted by law and Board policy, for the
inclusion at a subsequent date of such additional public entities, organized and existing under the
Constitution or laws of the State of California, as may desire to become Participating Agencies of
the Authority.
The Board shall review all applications for participation in the Authority. Those public agencies
seeking membership must be approved by the affirmative vote of a two-third (2/3) majority of the
Board.
Public agencies applying under this Article shall be required to pay their share of organizational
expenses, as determined by the Board, including those costs necessary to analyze their loss data
and determine their cash contributions.
Cash contributions for Participating Agencies joining the Authority at other than the beginning of
the Authority’s program year, shall be prorated for the remainder of the program year.
A new Participating Agency will be considered an Associate Member, whose voting rights will be
granted in conformity with the Agreement and Bylaws.
ARTICLE XX
WITHDRAWAL
A new Participating Agency which wishes to join the Authority shall not withdraw from the
Authority for a three (3) fiscal year period commencing on July 1st of the first full fiscal year that
said new Participating Agency became a Participating Agency of the Authority.
After the initial three (3) fiscal year non-cancelable commitment to the Agreement, a Participating
Agency may withdraw only at the end of a fiscal year of the Authority, provided it has given the
Authority a six (6) month written notice of its intent to withdraw from this Agreement and the joint
protection program.
Any Participating Agency which withdraws as a party to this Agreement pursuant to this Article,
or is expelled pursuant to Article XXI, shall not be reconsidered for new Membership until the
expiration of five (5) years from the Participating Agency’s withdrawal.
ARTICLE XXI
EXPULSION
The Authority shall have the right to expel any Participating Agency from a specific coverage
program or from the entire Authority upon a four-fifths (4/5) vote of the entire Board after ninety
(90) days written notice to the Participating Agency; and such expulsion shall be effective at the
conclusion of the program year in which the notice is given, unless a different, specific date is
stated by the Board. Any Participating Agency so expelled shall, on the effective date of the
expulsion, be treated the same as if the Participating Agency had voluntarily withdrawn from this
program.
ARTICLE XXII
EFFECT OF WITHDRAWAL OR EXPULSION
The withdrawal or expulsion of any Participating Agency after the inception of its participation
in the Authority or any pooled coverage program shall not terminate its responsibility:
(a) to cooperate fully with the Authority in determining the cause of losses and in the
settlement of claims incurred during the coverage period, as defined in the Memorandum
of Coverage;
(b) to pay any cash assessments or other amounts determined by the Board to be due and
payable to each program year of each program in which it participated until all claims, or
other unpaid liabilities, covering such periods have been finally resolved;
(c) to provide the Authority with such statistical and loss experience data and other information
as may be necessary for the Authority to carry out the purposes of this Agreement; and
(d) to cooperate with and assist the Authority and any insurer, claims adjuster or legal counsel
retained by the Authority, in all matters relating to this Agreement.
Coverages under all pooled coverage programs in which that Participating Agency participated
will remain in effect and continue until the conclusion of their respective program years or an
earlier date as determined by the Board.
Further, withdrawal or expulsion of a Participating Agency shall not be considered as a completion
of the purpose of this Agreement and shall not require the repayment or return to the withdrawing
Participating Agency of all or any part of any contributions, payments or advances made by the
parties unless the Agreement is rescinded or terminated as to all parties; however, when funds
earmarked for program years in which the Participating Agency participated are rebated or
redistributed to Participating Agencies, the withdrawing Participating Agency will be entitled to
its pro rata share as determined by the Board for its years of participation.
ARTICLE XXIII
TERMINATION AND DISTRIBUTION
This Agreement may be terminated any time by the written consent of a majority of the Members’
city councils provided that all Participating Agencies are notified in writing at least ninety (90)
days in advance; provided, however, that this Agreement and the Authority shall continue to exist
for the purpose of disposing of all claims, distribution of assets and all other functions necessary
to wind up the affairs of the Authority. Notification of the action of the Members’ city councils in
terminating this Agreement may be delivered by mail to the Authority or in person by each
Member’s Director or Alternate Director at a regular or special meeting of the Board. Upon
termination of this Agreement, all assets of the Authority shall be distributed only among the
Participating Agencies which have been participants in its pooled coverage programs, including
any of those Participating Agencies which previously withdrew or were expelled pursuant to
Articles XXI and XXII of this Agreement, and in accordance with the terms and conditions of the
Bylaws of the Authority. The Board shall determine such distribution within six (6) months after
the last pending claim or covered loss subject to this Agreement has been finally resolved.
The Board is vested with all powers of the Authority for the purpose of concluding and dissolving
the business affairs of the Authority. These powers shall include the power to require the
Participating Agencies, including those which were program participants at the time the claim
arose or at the time the covered loss was incurred, to pay their share of any cash assessment deemed
necessary by the Board for final disposition of all such claims and covered losses subject to this
Agreement. The decision of the Board under this Article shall be final.
ARTICLE XXIV
NOTICES
Notices to Participating Agencies under this Agreement shall be sufficient if mailed, first class, to
their respective addresses on file with the Authority. Notices to the Authority shall be sufficient if
mailed, first class, to the address of the Authority as contained in the Bylaws.
ARTICLE XXV
PROHIBITION AGAINST ASSIGNMENT
No Participating Agency may assign any right, claim, or interest it may have under this Agreement,
and no creditor, assignee or third party beneficiary of any Participating Agency shall have any
right, claim, or title to any part, share, interest, or asset of the Authority.
ARTICLE XXVI
AMENDMENTS
This Agreement may be amended by two thirds (2/3) vote of the Members’ and Associate
Members’ city councils provided that any amendment is compatible with the purposes of this
Agreement and has been submitted to the Members at least thirty (30) days in advance. Any such
amendment shall be effective immediately upon receipt by the Authority of votes sufficient for
passage, unless otherwise designated. Notification of the action of the Members’ city councils may
be delivered by a Member’s Director or Alternate Director at any regular or special meeting of the
Board. Such amendments shall be binding upon all Participating Agencies of the Authority.
ARTICLE XXVII
SEVERABILITY
Should any portion, term, condition or provision of this Agreement be decided by a court of
competent jurisdiction to be illegal or in conflict with any law of the State of California or the
United States, or to be otherwise rendered unenforceable or ineffectual, the validity of the
remaining portions terms conditions and provisions shall not be affected thereby.
ARTICLE XXVIII
AGREEMENT COMPLETE
The foregoing constitutes the full and complete Agreement of the parties. There are no oral
understandings or agreements not set forth in writing herein.
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65365.00002\33006226.3
BYLAWS
of the
CALIFORNIA INTERGOVERNMENTAL RISK AUTHORITY
ARTICLE I.
PREAMBLE
The California Intergovernmental Risk Authority (“CIRA” or “the Authority”) is established for the
purposes and under the authorities described in its Joint Exercise of Powers Agreement (“Agreement”).
The Agreement specifies that Bylaws will govern many of the operations of the Authority, and defines
certain terms used in these Bylaws.
ARTICLE III.
NEW MEMBERS
Any California public agency that provides municipal services may become a Member of the Authority by
agreeing to be bound by the Governing Documents and by complying with all of the following
requirements:
A.Submit a completed application for membership 90 days before the start of the fiscal year,
including any required application fee;
B.Submit a signed resolution acknowledging participation under the terms and conditions which
then prevail;
C.Execute the Agreement then in effect and agree to be bound by any subsequent amendments to
the Agreement;
D.Agree to be a Member for at least five consecutive fiscal years after commencement of
membership or, if a member of the Public Agency Risk Sharing Authority of California (PARSAC)
or the Redwood Empire Municipal Insurance Fund (REMIF) as of June 30, 2021, for two fiscal
years after that date;
E.Be accepted for membership by a two-thirds vote of the Board of Directors;
F.Appoint, in writing, a representative to act as Director on the Authority’s Board and another to
act as alternate Director in the absence of the Director, who shall be officers or employees of
the Member; and
G.Ensure the Director and alternate Director file with the Authority the required Fair Political
Practices Commission (FPPC) forms upon assuming office, annually, and upon termination of
office.
Before the Board votes on a potential Member’s application, there shall be a review and interview of the
applicant, in accordance with the Underwriting Guidelines, including the applicant’s most recent audited
financial statement and associated management letters. This review may also include a safety inspection
of the facilities of the applicant. A two-thirds vote of the Board of Directors is required to approve the
Exhibit C
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application, based upon the application, and any inspections, reports, or other material pertinent to the
decision.
ARTICLE IV.
MEMBER RESPONSIBILITIES
Each Member is responsible for the following:
1. Cooperation with the Authority, its insurers, adjusters and legal counsel in determining the
cause of losses in settling claims, and supporting effective risk management and risk transfer
decisions;
2. Timely payment of all contributions, assessments, interest, penalties, or other charges imposed
consistent with the Governing Documents;
3. Providing the Authority with statistical and loss experience and other data as requested.
4. Execution of a membership resolution for each Program in which the Member participates.
5. Appointing a representative and alternate to represent the Member on the Authority’s Board,
expressly authorizing such representatives to act on behalf of the Member on all matters
coming before the Board, and assuring that its representative or alternate regularly attend
meetings of the Board and any committee to which a representative has been appointed.
6. Execution of amendments to this Agreement as set forth in Article XV; provided, however, the
Member may, by resolution or ordinance, authorize its representative on the Board to approve
and execute amendments on behalf of the Member without the necessity of a resolution or
ordinance of the legislative body of the Member confirming or ratifying such amendment.
7. As required by the Authority, undertake risk management audits of its facilities and activities,
conducted by a person and/or firm approved by the Authority and provide evidence of
correction, elimination and/or clarification of all noted deficiencies or recommended corrections
to the satisfaction of the Authority.
8. Use of an Authority-approved third-party claims administrator.
9. Payment for the costs of staffing and supporting the Authority (“general expenses”) shall be
funded by the Members in accordance with the Board’s allocation of general expenses to the
Authority’s various Programs.
ARTICLE V.
GOVERNING BOARD
A. The governing body of the Authority shall be the Board of Directors (Board). The Board shall be
comprised of one Director from each Member. Each Director has one vote. An alternate Director
may cast a vote only in the absence of the Director. Each Director and alternate Director must
be an officer or employee of the Member. A Member may change any of its representatives to
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the Board only by written notification to the Authority from the Member’s governing body or
the Member’s Chief Executive Officer or equivalent.
B. The Board shall provide policy direction for the General Manager, the Executive Committee, any
other standing committees, and any administrative or legal service providers to the Authority.
The Board may delegate any or all of its responsibilities, except those requiring a vote by the
Board as specified in the Governing Documents.
C. As to Program-specific agenda items, only the Directors representing Members that participate
in that Program may vote, and as to such items a quorum shall be determined by reference to
the number of Members participating in the Program. As to agenda items relating to all
liabilities and obligations of CIRA existing prior to the Effective Date (“Preexisting Obligations”),
only Directors representing Members who were members of the Authority prior to the Effective
Date may vote, and as to such items, a quorum shall be determined solely by reference to the
number of Members that were members of the Authority prior to the Effective Date.
D. The Board reserves unto itself the authority to do the following (except where specifically noted,
a simple majority of the Board present at a meeting may take action):
1. Accept a new Member to the Authority (two-thirds vote of the Board);
2. Accept indebtedness (two-thirds vote of the entire Board);
3. Adopt a budget;
4. Amend these Bylaws;
5. Elect and remove Officers;
6. Expel a Member from the Authority (two-thirds vote of the Board);
7. Approve dissolution of Authority (two-thirds vote of the entire Board); and
8. Approve financing costs from one Program to another (Program to Program borrowing)
if such financing extends beyond a twelve-month period.
E. The Board will meet at least once a year to review the operations of the Authority. The Board
will establish a time and place to hold such regular meetings. The Board Secretary will mail
notices of all Board meetings to each Member, keep minutes of the meetings, and send copies
of such minutes to the Members.
F. A special meeting may be called by the president or by a majority of the Board with twenty-four
(24) hours’ notice, stating the purpose, date, time, and place of the meeting, provided such
notice is in writing.
G. Every Member is expected to have its Director or alternate attend Board meetings.
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H. All meetings of the Board shall be conducted in accordance with the Ralph M. Brown Act
(Government Code §54950 et seq.)
I. A quorum shall consist of a majority of the Directors then appointed and serving, without
counting vacancies. All matters within the purview of the Board may be decided by a majority
vote of a quorum of the Board, except as specified otherwise in the Governing Documents.
ARTICLE VI.
OFFICERS
A. The officers of the Authority shall consist of a President, a Vice President, a Treasurer, an
Auditor/Controller, and a Secretary. The Board shall elect the President, Vice-President,
Treasurer, and Auditor/Controller. The President, Vice-President, and Auditor/Controller must
be directors on the Board. The Treasurer may be a Director, an employee of the Authority, or an
employee of a Member, and if the Treasurer is an employee of a Member the employee need
not be the Member’s designated representative on the Board. The General Manager shall serve
as Secretary.
B. Initial officers shall serve staggered terms with the President and Treasurer serving a two-year
term and Vice President and Auditor/Controller serving a one-year term. The terms of office for
subsequent officer elections shall be two years. The President and Auditor/Controller will be
elected in odd-numbered years and the Vice President and Treasurer will be elected in even-
numbered years.
C. Initial officers (other than the Secretary) shall be elected at the first meeting of the Board of
Directors. At least 30 days before each subsequent election, the President may appoint a
nominating committee as set forth in these Bylaws or propose a slate informally.
D. The nominating committee’s nomination of candidates for elected officer positions shall be
made in writing, and the slate of nominees will be sent to each Member at least seven (7) days
before the last regular Board meeting of the fiscal year. Additional candidates for any of the
offices may be made by an open nomination and second from the floor at the time of the
meeting.
E. The election of officers will be held at the last regular Board meeting of the fiscal year in which
their terms expire or at a special meeting called for that purpose. Those candidates receiving a
majority of votes cast for each office will succeed to those offices. If no nominee receives a
majority of the vote, the nominee with the least votes shall be deleted as a nominee and a new
vote taken. This elimination process will continue until one nominee receives a majority vote.
Each Director or, in the absence of that Director, the Director’s alternate, shall be eligible to
vote.
F. Each elected officer will serve until the next election of officers, or termination of his or her
employment with the Member, or until removal from office by a majority vote of the Board,
whichever is earliest.
G. The Board shall make the appointment to a vacancy in the office of the President. Vacancies in
any other office shall be filled by appointments by the President with ratification by the Board at
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the next Board meeting held after the vacancy occurs. In the event that the Board fails to ratify
an appointment, the President shall make another appointment which will be subject to
ratification by the Board.
H. The President shall preside at all meetings of the Authority. The President shall, with the
consent of the Board or Executive Committee, appoint representatives to the board of any joint
powers authority of which the Authority is a Member, and shall make all Committee
appointments with the exception of the Executive Committee. The President shall execute
documents on behalf of the Authority as authorized by the Board and shall serve as the primary
liaison between the Authority and any other organization. The President shall serve as a
member of the Executive Committee and as a nonvoting ex-officio member of all other
Committees.
I. In the absence or temporary incapacity of the President, the Vice-President shall exercise the
functions of the President. The Vice-President shall serve as member of the Executive
Committee and as a nonvoting ex-officio member of all other committees when the President is
unable to attend.
J. The Auditor/Controller shall be responsible for the duties and functions prescribed by
Government Code Section 6505.6, as well as any other duties as may be specified by the Board
or the Executive Committee. The Auditor/Controller may appoint an assistant to serve as
needed, provided such assistant shall not be an employee or public official of the same Member
as the Auditor/Controller. In the absence of both the President and Vice President at any one
meeting, the Auditor/Controller shall preside over that meeting only and shall have powers and
duties as may be required by the Board for this purpose. If the President, Vice-President, and
Auditor/Controller will be absent from any one meeting, any of them may designate a director
to preside over the meeting, but the designated director shall have only the powers and duties
as may be required by the Board for this purpose.
K. The Secretary shall be responsible for preparing all minutes and agendas of the Board, the
Executive Committee, and any other Committee meetings, preparing necessary
correspondence, and maintaining files and records.
L. The Treasurer shall have no vote on the Board or Executive Committee unless the Treasurer is a
designated representative of a Member to the Board. The Treasurer shall have the responsibility
to establish and maintain such funds and accounts as may be required by accepted accounting
practices and procedures prescribed by the Government Accounting Standards Board and by the
Board. Separate accounts shall be established and maintained for each Program Year of each
Program. Books and records of the Authority in the hands of the Treasurer or other designated
person shall be open to inspection at all reasonable times by members of the Board or
authorized representatives of the Members. The Treasurer shall disburse Authority funds,
accounts, and property, in accordance with the Government Code and at the direction of the
Board.
M. An Officer Emeritus is a retired or former member of the Authority’s or REMIF’s Executive
Committee or Board of Directors, preferably an Officer, having served three terms or more on
the Executive Committee or six years on the Board for each agency. The Officer Emeritus serves
to maintain the institutional knowledge, culture, and practice of CIRA. The Officer Emeritus is
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independent and does not represent any Member. The Officer Emeritus attends and may
participate in meetings but does not vote. The Officer Emeritus may represent CIRA as directed
and may serve as a mentor or advisor as needed and available. The Officer Emeritus receives a
stipend as determined by the Board via resolution and reimbursement for reasonable travel
expenses. The Executive Committee shall appoint up to two Officers Emeritus to be affirmed by
the Board. The Officer Emeritus position will be re-evaluated by the Board after five years.
ARTICLE VII.
COMMITTEES
A. Executive Committee. There shall be an Executive Committee to conduct the day-to-day
business of the Authority. The Board may create other committees, standing or temporary, as it
deems necessary.
B. All committee meetings shall be conducted in accordance with applicable law, including but not
limited to the Ralph M. Brown Act (Government Code § 54950, et seq.). For all committees, a
quorum shall consist of a majority of committee members then appointed and serving, without
counting vacancies. All matters within the purview of a committee may be decided by a majority
vote of a quorum of the committee, except as specified otherwise in the Governing Documents.
C. The Executive Committee shall be composed of thirteen members including the President, Vice-
President, Treasurer (if a Board Member), and Auditor/Controller, and nine (or ten, if necessary)
other individuals, all of whom must be Directors and not alternates. Five of the nine shall be
elected by the Board in even numbered years and four (or five, if necessary) shall be elected by
the Board in odd numbered years. One each shall be elected by the Directors in each of three
regions designated by the Board. One each shall be elected by the Directors in each of three size
categories (small, medium, and large) designated by the Board. Three (or if necessary four) shall
be elected at large. Executive Committee members may be re-elected without restriction. All
nine shall be elected in the first election following adoption of these Bylaws, with either four or
five being designated to serve an initial term of one year until the next election depending on
whether the next year is odd or even. For the first two elections after these Bylaws become
effective on July 1, 2021, at least five members of the Executive Committee shall be from former
members of the Redwood Empire Municipal Insurance Fund. No Member shall be represented
by more than one member on the Executive Committee.
D. Members of the Executive Committee may be removed with or without cause by the Board,
which shall elect replacements for the vacancies caused by such removal. Members may also be
removed for failure to attend two consecutive meetings without reasonable excuses. The
President may appoint replacements to fill any vacancies caused by death, disability,
resignation, disqualification, or removal for unexcused absences, and such appointees shall
serve until the next meeting of the Board, at which time the selection of replacement shall be
ratified or another replacement elected.
E. The Executive Committee may exercise all powers and authority of the Board, except those
reserved to the Board as set forth in Article V.D. The Executive Committee may make
recommendations to the Board on matters including a change in Members’ retention levels,
approval of the annual budget, and approval of new Members. The Executive Committee may
also establish subcommittees, define their functions and responsibilities and appoint members
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to them; appoint or terminate the General Manager; and exercise such other powers and
perform such other duties as these Bylaws or the Board may prescribe.
F. PARSAC Committee. The Board shall appoint a committee made up of representatives of
Authority members that were members prior to the Effective Date to make recommendations
to the Board regarding the administration of the Preexisting Obligations.
G. Personnel Committee. The Officers (not including the Secretary or any Treasurer who is not a
Director) and two other Directors appointed by the President (three if the Treasurer is not a
Director) shall serve collectively as the Personnel Committee, with the authority to oversee,
review and recommend action to be taken by the Executive Committee regarding the
performance and compensation of the General Manager and any other personnel issues.
ARTICLE VIII.
GENERAL MANAGER
A. The General Manager shall be the Chief Administrative Officer and Secretary of the Authority,
appointed by the Board and serving at the pleasure of the Board. The General Manager may not
be an employee or an officer of a Member.
B. The General Manager shall be responsible for administering the operations of the Authority,
including giving notices of meetings, posting of agendas for meetings, preparation of minutes of
meetings, maintenance of all accounting and other financial records of the Authority, filing of all
financial reports of the Authority, reporting activities of the Authority to Members, and other
such duties as the Board may specify.
C. The General Manager shall appoint all staff positions of the Authority, subject to budget
approval by the Board, and shall be responsible for their supervision.
D. The General Manager shall attend all meetings of the Board and Executive Committee
ARTICLE IX.
SETTLEMENT OF CLAIMS
A. The General Manager shall have authority to settle workers compensation, property and liability
claims up to the limit specified by Board policy but not to exceed the actual amount of the claim.
The Executive Committee, Board, or a designated claims committee, if appointed, shall have
authority to settle claims beyond the authority of the General Manager.
B. For workers’ compensation claims, staff has standing authority to pay benefits due under
workers’ compensation law for medical benefits, temporary disability, etc. and to resolve
permanent disability claims up to statutory requirements. Any settlements for permanent
disability and/or a compromise and release exceeding the statutory requirements may be
settled by the General Manager, or by the Executive Committee or Board for amounts in excess
of the General Manager’s authority up to the Authority’s limit of coverage.
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ARTICLE X.
FINANCIAL AUDIT
A. The Auditor/Controller shall cause an annual audit of the financial accounts and records of the
Authority to be made by a qualified, independent individual or firm. The minimum requirements
of the audit shall be those prescribed by law.
B. The financial audit report shall be filed with the State Controller’s Office within six months of the
end of the fiscal year under examination. A copy of the audit report shall be filed as a public
record with each Member.
C. The costs of the audit shall be charged against the operating funds of the Authority.
ARTICLE XI.
FISCAL YEAR
A. The fiscal year of the Authority shall be the period from July 1 of each year through June 30 of
the subsequent year.
ARTICLE XII.
BUDGET
A. A draft budget shall be presented to the Board at the last scheduled Board meeting prior to July
1 of the next fiscal year.
B. The Board shall adopt the annual budget by July 1 of each year.
ARTICLE XIII.
ESTABLISHMENT AND ADMINISTRATION OF FUNDS
A. The Authority is responsible for the strict accountability of all funds and reports of all receipts
and disbursements. It shall comply with every provision of law relating to the subject,
particularly Section 6505 of the Government Code. The Treasurer shall receive, invest, and
disburse funds only in accordance with procedures established by the Board and in conformity
with applicable law.
B. The funds received for each Program shall be accounted for separately on a full-accrual basis.
The portion of each Program’s annual contribution allocated for payment of claims and losses
shall be held by the Authority in trust for the Program members.
C. The Treasurer may invest funds not required for the immediate operations of the Authority, as
directed by the Board or Executive Committee, in the same manner and on the same conditions
as local agencies as provided by Government Code Section 53601.
D. The General Manager shall draw warrants to pay demands against the Authority, after such
demands have been approved by both the President and the Treasurer, except for employee
payroll and benefits disbursements, and other unusual or urgent circumstances as determined
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by the General Manager. All checks disbursing funds of the Authority shall be signed by at least
two Authority officials, one of whom must be the General Manager or designee.
E. Officers, directors and employees handling funds shall be properly bonded as determined by the
Board or Executive Committee.
ARTICLE XIV.
PROGRAMS
A. The Authority shall establish Programs in such areas as the Board may select including, but not
limited to, the areas of property, workers’ compensation, and liability coverage.
B. Coverage in a Program may be provided by a self-funded risk-sharing pool, participation in
pooled excess self-insurance, purchased insurance, reinsurance or any combination thereof, as
determined by the Board or Executive Committee.
C. The Authority may authorize and use administrative funds to study the feasibility and
development of new Programs. If a new Program is approved by the Board, the estimated
contributions to fund the Program shall be developed and presented in writing to each Member.
Each Member shall have sixty (60) days from the date of such notice to state in writing its intent
to join or refrain from joining the new Program. Unless the Member provides written notice to
the Authority of its intent to participate in the new Program, it shall be presumed that the
Member declines to participate in the Program. Upon conclusion of the notice period, the final
contributions will be determined and billed to the Members in the new Program. Each Member
that elected to participate will be bound to the new Program for the period of time required by
the Master Program Document.
D. The Board will adopt and maintain a Memorandum of Coverage and Master Program Document,
and determine the financial contributions to be required of the Members for each Program. The
Memorandum of Coverage or Master Program Document shall, among other things, establish
procedures for addressing claims disputes.
E. Each Program will be financially self-contained and individually evaluated for administrative and
equity allocation purposes. Each fiscal year within each Program shall be separately accounted
and maintained. Program funds may be co-mingled with the funds of another Program for
durations shorter than a twelve-month period, or when specifically allowed by the Board.
F. Each Member shall cooperate fully with the Authority to provide underwriting and safety and
loss control information. Additionally, each Member shall comply with the provisions of the
annual Safety and Loss Prevention Program Plan as approved by the Board.
G. Members with delinquent amounts due may be assessed a penalty which shall be set by the
Authority.
H. The condition of each Program shall be evaluated by an independent actuary. The Workers’
Compensation and Liability Programs shall receive such evaluation on an annual basis. Other
Programs shall be evaluated as determined by the Board. The condition of each open fiscal year
within each such Program shall be evaluated to determine its actuarial soundness. If it is
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determined by the actuary that any year is no longer actuarially sound, appropriate actions shall
be taken. In addition, the Board reserves the right to assess all Members and/or the Members of
any Program an amount determined by the Board to be necessary for the soundness of the
Program and to allocate such assessment in a fair and equitable manner.
I. The withdrawal or expulsion of a Member from any Program shall be in accordance with the
provisions of the Master Program Document.
J. The withdrawal or expulsion of any Member from any Program shall not terminate the
Member’s responsibility to contribute its share of contributions, or funds, to any fund or
Program in which it participated, nor its responsibility to provide requested data for the periods
in which it participated. All current and past Members shall be responsible for their respective
share of the expenses, as determined by the Authority, until all claims, or other unpaid liabilities
covering the period of the Member’s participation in the Program, have been finally resolved
and a determination of the final amount of payments due by, or credit to, the Member for the
period of its participation has been made by the Board. Past Members shall receive any
distribution of surplus based on the same methodology as current Members. The withdrawal or
expulsion of any Member from any Program shall not require the repayment or return to that
Member of all or any part of any contributions, payments, advances, or distributions except in
conformance with the provisions as set forth herein and in the Master Program Document.
K. The Treasurer may deposit and invest Authority funds, subject to the same requirements and
restrictions that apply to deposit and investment of the general funds of a city incorporated in
the State of California and in accordance with the Investment Policy adopted annually by the
Board.
L. The accounting method for each Program will be in accordance with the provisions of the
Master Program Document and the principles established by the Government Accounting
Standards Board.
ARTICLE XV.
WITHDRAWAL, DEFAULTS AND EXPULSION FROM THE AUTHORITY
A. Withdrawal from a Program
1. Any Member which withdraws as a participant in any Program may renew participation
in that Program by complying with all Program rules and regulations.
2. All Members must participate in at least one of the following two Programs: Workers’
Compensation and Liability. If withdrawal from a Program would result in the Member
no longer participating in either of these two Programs, then such withdrawal shall
constitute withdrawal as a party to the Joint Powers Agreement, subject to the
Member’s continuing obligations outlined in this Agreement and any other relevant
governing documents. Withdrawal from the Authority pursuant to this Section A
requires one year’s notice of intent to withdraw as described in Section B below.
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B. Withdrawal from the Authority
1. A withdrawing Member must notify CIRA of its intention to withdraw at least one year
prior to the end of the fiscal year in which the Member intends to withdraw, unless a
shorter withdrawal period is approved by the Executive Committee, in its sole
discretion.
2. Withdrawing Members shall forfeit any remaining equity. In addition to foregoing
equity, withdrawing members shall be subject to an administrative fee equal to their
pro-rata share of ongoing expenses for the three program years following withdrawal.
Ongoing expenses include but are not limited to staff payroll and benefits, actuarial
services, investment services, financial audits, and claims administration. The
withdrawing member will be invoiced its portion of the administrative fee for each of
the three years, as outlined in the Master Program Document.
3. Following withdrawal, any Member which was a participant in any Program shall be
responsible for its share of any additional amount of contribution, determined by the
Board in accordance with the retrospective contribution adjustment, which may be
necessary to enable final disposition of all claims arising from losses under that Program
during the withdrawn Member’s period of participation. Any such additional
contribution shall be taken first from the Member’s forfeited equity, if any, and if such
equity is insufficient the withdrawn Member shall be responsible to pay the difference.
4. A notice of intent to withdraw may be rescinded in writing with Executive Committee
consent at any time earlier than ninety (90) days before the expiration of the
withdrawal period, except that any withdrawal approved by the Executive Committee
upon less than six (6) months’ notice shall be final.
C. The following shall be “defaults” under the Agreement and these Bylaws:
1. Failure by a Member to observe and/or perform any covenant, condition, or agreement
under the Governing Documents, including but not limited to risk management or loss
reporting procedures;
2. Consistent failure to attend meetings by a Member’s designated representative or
alternate, submit requested documents, or cooperate in the fulfillment of the Program
objectives;
3. Failure to pay any amounts, including penalties and interest, due to the Authority for
more than thirty (30) days;
4. Consistent inability to sustain the financial and insurance criteria that was reviewed and
considered upon application for membership. For example, excessive losses, financial
distress of member, handling of legal matters, corrective actions and other areas as
determined by the Board;
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5. The filing of a petition applicable to the Member in any proceedings instituted under the
provisions of the Federal Bankruptcy Code or under any similar act which may hereafter
be enacted; or
6. Any condition of the Member which the Board believes jeopardizes the financial viability
of the Authority.
C. Remedies on Default
1. Whenever any default has occurred, the Authority may exercise any and all remedies
available pursuant to law or granted pursuant to the Agreement and these Bylaws
including, but not limited to increasing a Member’s retention, penalty, or assessment,
canceling a Member’s coverage, or expelling the Member. However, no remedy shall be
sought for defaults until the Member has been given thirty (30) days’ notice of default
by the Authority.
2. Probation of a Member from a Program and/or Authority:
a. If deemed appropriate by the Authority a member may be put on probation for
a defined period of time to remedy any stated failures or matters noted in this
Article.
b. Notice of such probation shall be in writing and signed by both parties.
c. The probation remedies and timelines shall be stated clearly in the notice of
probation so that the Authority’s actions at the end of the probation period are
understood by both parties.
3. Expulsion of a Member from the Authority:
a. The Board, with at least a two-thirds vote, may expel any Member that is in
default from the Authority.
b. Such expulsion shall be effective on the date prescribed by the Board, but not
earlier than thirty days after notice of expulsion has been personally served or
sent by certified mail to the Member.
c. The expulsion of any Member from any Program, after the effective date of such
Program, shall not terminate its responsibility to contribute its share of
contributions, or funds, to any fund Program in which it participated, nor its
responsibility to provide requested data for the period(s) in which it
participated.
D. Cancellation by the Authority of Coverage under a Program:
1. Upon the occurrence of any default, the Board may temporarily cancel all rights of the
defaulting Member in any Program in which such Member is in default until such time
as the condition causing default is corrected.
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2. Upon the occurrence of any default, the Board, with at least a two-thirds (2/3) vote,
may cancel permanently all rights of the defaulting Member in any Program in which
such Member is in default.
E. No remedy contained herein is intended to be exclusive. No delay or failure to exercise any right
or power accruing upon any default, shall impair any such right or shall be construed to be a
waiver thereof.
F. In the event any provision in any of the Governing Documents is breached by either party and
thereafter waived by the other party, such waiver shall be limited to the particular breach so
waived and shall not be deemed to waive any other breach hereunder.
G. Except as stated in this Article or elsewhere in the Governing Documents, neither withdrawal
nor expulsion shall extinguish the rights and obligations of the parties incurred prior to such
withdrawal or expulsion.
ARTICLE XVII.
LEGAL REPRESENTATION
A. Legal counsel may be retained by the Board to advise on matters relating to the operation of the
Authority and interpretation of the Governing Documents, including but not limited to the
Memoranda of Coverage. In matters in which the parties’ interests are adverse or potentially
adverse, counsel for the Board shall only represent the Board and shall not represent any
individual Member without the informed written consent of both parties.
B. The Authority shall have the right to pay such legal counsel reasonable compensation for said
services.
ARTICLE XVIII.
EXECUTION OF CONTRACTS
A. The Board or Executive Committee may authorize any officer or officers, or any agent or agents,
to enter into any contract or execute any instrument in the name, and on behalf, of the
Authority and such authorization may be general or confined to specific instances.
B. Unless so authorized by the Board, no officer, agent, or employee shall have any power or
authority to bind the Authority by any contract or to pledge its credit or to render it liable for
any purpose or to any amount.
ARTICLE XVIV.
EXPENSE REIMBURSEMENT AND INSURANCE
A. The Authority shall reimburse any Director who does not otherwise receive compensation for
actual expenses incurred, for reasonable out of pocket expenses of the Director in the
performance of his/her duty on behalf of the Authority.
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B. The Authority shall obtain insurance or provide other coverage (which may include self-
insurance) indemnifying the directors, officers, and employees for personal liabilities arising out
of wrongful acts in the discharge of their duties to the Authority.
ARTICLE XIX.
NOTICES
A. Any notice to be given to any Member, in connection with these Bylaws, must be in writing
(which may include facsimile or email) and will be deemed to have been given when deposited
in the mail to the address specified by the Member to receive such notice. Any notice delivered
by facsimile will be deemed to have been given when the facsimile transmission is complete.
Any notice delivered by email will be deemed to have been given when the message is
successfully sent. Any Member may, at any time, change the address to which such notice will
be given by giving five (5) days written notice to the Authority.
B. Any notice to or claim against the Authority shall be mailed or delivered to the mailing address
of the Authority.
ARTICLE XX.
EFFECTIVE DATE, AMENDMENTS, AND SUPREMACY
A. These Bylaws shall be effective immediately upon the date of adoption.
B. Any amendments to these Bylaws shall be effective upon adoption, unless the Board in adopting
them specifies otherwise, and shall supersede and cancel any prior Bylaws and/or amendments
thereto.
C. These Bylaws shall not be amended until at least 30 days after notice of the proposed
amendment has been given to each Member.
D. The adoption or amendment of these Bylaws shall not affect the Agreement or any
amendments thereto. Any provision in these Bylaws which is inconsistent with the Agreement
shall be superseded by the Agreement but only to the extent of the inconsistency.
ARTICLE XXI.
POWER OF DESIGNATED PARTY
A. Pursuant to Government Code section 6509, the Authority is subject to the restrictions upon the
manner of exercising the power of the City of Rancho Cucamonga. In the event that the City of
Rancho Cucamonga ceases to be a member of the Authority, the Authority’s power shall be
subject to the restrictions applicable to the City of Sebastopol.
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AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
OF THE
CALIFORNIA INTERGOVERNMENTAL RISK AUTHORITY
(formerly Public Agency Risk Sharing Authority of California)
This Amended and Restated Joint Exercise of Powers Agreement of the California
Intergovernmental Risk Authority (“CIRA” or “Authority”) (“Agreement”), formerly known as the Public
Agency Risk Sharing Authority of California (“PARSAC”), is entered into by and among the public entities,
hereafter referred to as “Members”, each of which is organized and existing under the laws of the State
of California and is a signatory to this Agreement and listed in Appendix “A”, attached hereto and made
a part hereof. This Agreement supersedes the Public Agency Risk Sharing Authority of California
[PARSAC] Joint Powers Agreement dated May 25, 2017 as of, and is effective on, July 1, 2021 (“Effective
Date”).
RECITALS
1.The Authority was originally created as the California Municipal Insurance Authority
effective May 21, 1986 pursuant to that certain Joint Powers Agreement Creating the California
Municipal Insurance Authority (“Original JPA Agreement”). The Original JPA Agreement was revised and
restated effective July 1, 1989 and then again effective November 19, 1993 when the original name was
changed to the Public Agency Risk Sharing Authority of California. Subsequent restatements were
approved effective May 31, 1996, December 13, 2002, December 12, 2003, May 20, 2005, May 31, 2007,
and May 26, 2011. The most recent restatement is the PARSAC Joint Powers Agreement which was
approved effective May 25, 2017 (“PARSAC Agreement”).
2.Labor Code Section 3700 authorizes public entities, including members of a pooling
arrangement under a joint powers authority, to fund their own workers’ compensation claims.
3.Government Code Sections 989 and 990 authorize a local public entity to insure itself
and its employees against tort or inverse condemnation liability.
4.Government Code Section 990.4 authorize a local public entity to fund insurance and
self-insurance in any desired combination.
5.Government Code Section 990.6 provides that the cost of insurance is an appropriate
public expenditure.
6.Government Code Section 990.8 authorizes two or more local public entities to enter
into an agreement to jointly fund such expenditures under the authority of the Joint Exercise of Powers
Act (Gov. Code Section 6500 et seq.).
7.Government Code Section 6500 et seq. authorizes two or more public entities to jointly
exercise, under an agreement, any power which is common to each of them.
8.Each Member that is a party to this Agreement desires to join with the other Members
to fund programs of insurance for workers’ compensation, liability, property and other coverages to be
determined and for other purposes set forth in this Agreement.
Exhibit D
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9. The governing body of each Member has determined that it is in the Member’s own
best interest, and in the public interest, to execute this Agreement and participate as a Member of the
Authority.
In consideration of the recitals, mutual benefits, covenants, and agreements set forth in this
Agreement, the Members agree as follows:
ARTICLE I.
CALIFORNIA INTERGOVERNMENTAL RISK AUTHORITY
AS SUCCESSOR TO AND EXPANSION OF PARSAC
A. Authority Created. The Authority was originally formed on May 21, 1986 as the California
Municipal Insurance Authority by operation of the Original JPA Agreement and subsequently
renamed as the Public Agency Risk Sharing Authority of California effective November 19, 1993.
The Authority was, and is, formed pursuant to the provisions of Article I (commencing with
Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of
California (“Code”), which authorizes two or more public agencies, by a joint powers agreement
entered into respectively by them and authorized by their legislative or governing bodies, to
exercise jointly any power or powers common to the member agencies.
1. Name Change. As of the Effective Date, the Public Agency Risk Sharing Authority of
California shall be known as the California Intergovernmental Risk Authority, hereinafter
referred to as “CIRA” or the “Authority.”
2. Separate Entity. Pursuant to Code Sections 6506 and 6507, from its inception, the
Authority has, is, and shall be a public entity separate and independent from the
Members which is governed exclusively by the Authority’s Board of Directors (“Board”).
B. Membership in the Authority as of the Effective Date. As of the Effective Date, the membership
of the Authority shall consist of the members of PARSAC and the members of the Redwood
Empire Municipal Insurance Fund (“REMIF”), with respect to only those that have approved this
Agreement as of the Effective Date, as listed in Appendix “A”.
C. Future Membership. Membership in the Authority is open to public entities throughout the
State of California, if such public entities meet the requirements specified in the Bylaws and are
approved by the Board.
ARTICLE II.
PURPOSE
The purpose of the Authority is to exercise the powers of the Members to jointly accomplish the
following:
A. Develop comprehensive Programs with the objective to reduce the cost of risk against which the
Members are authorized or required to protect against by insurance, self-insurance, or pooling.
Such Programs may include, but are not limited to, coverages for tort liability, workers’
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compensation, employee health benefits, loss to real or personal property, or liability arising out
of the ownership, maintenance, or use of real or personal property.
B. The design of the Programs may evolve with the needs of the Members and in accordance with
contemporary economic and financial conditions. Programs may therefore operate on an
insured, pooled, self-funded, or other appropriate basis whereby the Members share some
portion, or all, of the costs of Program losses.
B. Jointly secure administrative and other services including, but not limited to, general
administration, underwriting, risk management, loss prevention, claims adjusting, data
processing, brokerage, accounting, legal and other services related to any authorized purpose.
ARTICLE III.
PARTIES TO THE AGREEMENT AND RESPONSIBILITIES OF MEMBERS
A. Each Member represents and warrants that it intends to, and does hereby, contract with all
other Members listed in Appendix “A”, and any new members admitted to the Authority. Each
Member also represents and warrants that the withdrawal or expulsion of any Member shall not
relieve any Member of its rights, obligations, liabilities or duties under this Agreement or the
individual Programs in which the Member participates.
B. Each Member agrees to be bound by and to comply with all the terms and conditions of the
Governing Documents and any Resolution or other action adopted by the Board as they now
exist or may hereinafter be adopted or amended. Each Member assumes the obligations and
responsibilities set forth in the Governing Documents, as they may be amended.
C. Each new Member agrees to participate for a minimum of five years, except that members of
PARSAC and REMIF as of June 30, 2021 must continue for a minimum of two years thereafter.
Also, each new Member agrees to meet its obligations and responsibilities as set forth in the
Governing Documents.
ARTICLE IV.
POWERS
The Authority shall have the powers common to its Members. As provided by Government Code Section
6509, the Authority’s power is subject to the restrictions upon the manner of exercising the power of
the Member specified in the Bylaws. Under this Agreement, the Authority is authorized, in its own
name, to do all acts necessary and to exercise such common powers to fulfill the purposes of this
Agreement, including but not limited to the following:
A. Make and enter contracts;
B. Employ agents and employees;
C. Incur debts, liabilities or obligations;
D. Receive, collect, invest, and disburse funds;
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E. Receive contributions and donations of property, funds, services and other forms of assistance;
F. Acquire, construct, manage, maintain, hold, lease or dispose of real and personal property; and
G. Sue and be sued in its own name and settle any claim against it.
ARTICLE V.
BOARD OF DIRECTORS
A. The Authority shall be governed by the Board. Each Member shall appoint a representative to
the Board and an alternate representative, each of whom shall meet the parameters set forth in
the Bylaws. In the absence of a resolution of the Board providing otherwise, representatives and
alternates will serve without compensation by the Authority.
B. The Member’s representative and/or alternate representative shall be removed from the Board
upon the occurrence of any one of the following events: (1) the expulsion or withdrawal of the
Member from the Authority; (2) the death or resignation of the Member representative; (3) the
Member gives notice that the Member representative is no longer employed by the Member; or
(4) as otherwise provided in the Authority’s Bylaws.
C. The Board shall exercise all powers and conduct all business of the Authority, either directly or
by delegation of authority to committees or other bodies or individuals.
ARTICLE VI.
ADMINISTRATION OF PREEXISTING OBLIGATIONS
A. All liabilities and obligations of the Authority existing prior to the Effective Date (“Preexisting
Obligations”) will be administered under the terms and conditions of the PARSAC Agreement.
For this purpose, the PARSAC Agreement in effect on June 30, 2021, which is attached hereto as
Appendix B, is hereby made a part of this Agreement and incorporated herein by this reference.
B. The Board shall appoint a committee made up of representatives of Authority members that
were members prior to the Effective Date to make recommendations to the Board regarding the
administration of the Preexisting Obligations. As to specific agenda items relating to such
matters, only Directors representing Members who were members of the Authority prior to the
Effective Date may vote, and as to such items, a quorum shall be determined solely by reference
to the number of Members that were members of the Authority prior to the Effective Date.
C. All assets of the Authority existing on June 30, 2021 shall be reserved by the Authority for the
sole purpose of administering the Preexisting Obligations. Similarly, all assets of REMIF shall be
used exclusively for the purpose of administrating the obligations of REMIF.
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ARTICLE VII.
OFFICERS
A. The Board shall elect a President, Vice-President, Treasurer, and Auditor/Controller. The
President, Vice-President, and Auditor/Controller must be Directors. The General Manager shall
serve as Secretary of the Board. The manner of election and term of office of elected officers
and their authority and responsibilities shall be as set forth in the Authority’s Bylaws. If any of
the elected officers ceases to be a Member’s representative, the resulting vacancy shall be filled
as provided in the Authority’s Bylaws. The Board may elect such other officers as it considers
necessary.
B. As permitted by Government Code Section 6505.6, the Treasurer shall comply with the duties
and responsibilities set for the subdivisions (a) through (d) of Government Code Section 6505.5,
and shall cause an independent audit to be made by a certified public accountant, or public
accountant, in compliance with Government Code Section 6505. The Treasurer will have no vote
on the Board unless the Treasurer is also a Director.
C. The Board shall appoint a General Manager who shall act as Secretary of the Board and as the
Chief Administrative Officer of the Authority. Although an officer, the General Manager shall not
have a vote on the Board or any committee of the Authority.
ARTICLE VIII.
MEETINGS AND RECORDS
A. Not less than once a year, the Board and all standing committees shall hold regular meetings as
set forth in the Bylaws of the Authority. Special meetings may be called as provided in the
Bylaws.
B. All meetings of the Board, and appointed committees, 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).
C. Minutes of regular, adjourned regular, and special meetings of the Authority shall be kept under
the direction of the Secretary. After each meeting, the Secretary shall cause copies of the
minutes to be forwarded to each Board member for review and approval at the next regular
meeting.
ARTICLE IX.
BUDGET
The Board shall adopt an annual budget prior to the beginning of each Fiscal Year.
ARTICLE X.
REGULAR AUDITS AND REVIEWS
A. The Board 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
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6505.5 or 6505.6 with respect to all receipts, disbursements, other transactions and entries into
the books of the Authority. The minimum requirements of the audit shall be those prescribed by
the State Controller for special districts under Government Code Section 26909 and shall
conform to generally accepted accounting standards. A report of each such audit shall be filed
as a public record with the Board, each of the Members, and the auditor/controller of the
county in which the Authority’s administrative office is located. The report shall be filed within
twelve months of the end of the fiscal year under examination. The Authority shall pay all costs
for such financial audits.
B. The Board shall cause an annual actuarial review to be prepared for each of the Programs of the
Authority and a report of such actuarial review shall be made available for inspection by the
Board and the Members. The Authority shall pay all costs for such actuarial review.
C. The Board shall cause a claims audit of the administration of the claims for each of the Programs
of the Authority at least biannually. A report of such claims review shall be made available for
inspection by the Board and the Members. The Authority shall pay all costs for such claims
reviews.
ARTICLE XI.
ADMISSION OF NEW MEMBERS
A. Any public entity eligible for membership as stated in Article I may apply for membership in the
Authority and participation in one or more of the Authority’s Programs at any time. To be
considered, the applicant must submit any documentation or information requested by the
Authority and pay any costs required to analyze their application and determine their initial
contribution.
B. The Authority shall review all applications by potential new members to determine if they meet
the requirements provided for in the Bylaws and any relevant Board policies to determine
whether and on what conditions to admit the applicant.
C. Upon approval for membership by two-thirds vote of the Board, to become a Member the
applicant must execute this Agreement and pay any contributions or premiums required to
participate in the Program(s) for the initial Program Year in which the applicant will participate.
ARTICLE XII.
WITHDRAWAL
A. After the initial commitment period described in Article III, any Member which enters a Program
may withdraw from that Program by compliance with the requirements stated in the Bylaws for
withdrawal from the Program.
B. Withdrawal of a Member does not terminate its rights to coverage arising under any Program in
which it participated for the years in which it participated. A Member that has withdrawn from a
Program may later seek to renew participation in the Program subject to any terms and
conditions set forth in the Bylaws.
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C. A Member that has withdrawn from all of the Authority’s Programs shall no longer have a right
to a representative on the Board, but shall remain liable for assessments and other obligations
arising from the Program Years in which it participated.
D. As soon as administratively feasible after the Effective Date, the Members of the Authority shall
agree on the method of apportioning the CalPERS retirement obligations of the Authority in the
event of a default event as defined by Government Code Section 6508.2. Until such time, and in
the event of a default event, the terms of the Public Agency Risk Sharing Authority of California
(PARSAC) Agreement for Apportion of Retirement Obligations dated May 25, 2017, and attached
hereto as Exhibit “C”, shall apply with respect to all Members of the Authority.
ARTICLE XIII.
EXPULSION
The Board may expel any Member from the Authority and/or from a Program for material breaches of
the Governing Documents consistent with the provisions of the Bylaws, subject to any warning or
probationary provisions in the Governing Documents. Expulsion does not terminate the obligations of
either the Authority or the Member incurred prior to the expulsion.
ARTICLE XIV.
TERMINATION AND DISTRIBUTION
A. This Agreement shall continue in full force and effect until terminated. Termination of this
Agreement shall also constitute the termination of all Programs. This Agreement may be
terminated at any time by the vote of three-fourths of the Members; provided, however, that
this Agreement and CIRA shall continue to exist for the purpose of disposing of all claims and
paying its obligations for employees’ health and pension benefits, before the distribution of
assets, and any other functions necessary to wind up the affairs of CIRA.
B. Upon termination of this Agreement, all assets of each Program of CIRA shall be distributed
among the Members which participated in such Programs, in accordance with the retrospective
premium adjustment process in effect during the term of this Agreement. Such distributions
shall be determined within six [6] months after the disposal of the last pending claim or other
liability covered by all Programs of the Authority. The Board may in its sole discretion determine
that earlier distributions are appropriate as to Programs for which there remains no claim or
liability.
C. Following the termination of this Agreement, any Member which was a participant in any
Program of CIRA shall pay any additional amount of premium, determined by the Board or its
designee in accordance with a retrospective premium adjustment, which may be necessary to
enable final disposition of all claims arising from losses under that Program during the Member’s
period of participation.
D. The Board is vested with all powers of CIRA for the purpose of concluding and dissolving the
business affairs of CIRA. The Board may designate legal counsel and any committee or person to
carry out a plan of dissolution adopted by the Board.
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ARTICLE XV.
LIABILITY OF MEMBERS, DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS
A. Pursuant to Government Code section 6508.1, except as to liabilities to a public retirement
system, the debts, liabilities, and obligations of the Authority shall not constitute debts,
liabilities, or obligations of any Member. However, each Member shall remain liable to the
Authority for contributions assessed by the Authority to pay its debts, liabilities, or obligations.
B. The debts, liabilities or obligations incurred by either PARSAC or REMIF prior to the Effective
Date shall not constitute the debts, liabilities or obligations of the other. Notwithstanding the
preceding, the Authority intends to be the successor to the CalPERS pension obligations of
REMIF pursuant to California Government Code Section 20508. As such, the liability to CalPERS
with respect to service credited under REMIF’s CalPERS contract, and the continuing liability to
CalPERS of the Authority with respect to service credit accrued both prior to and after the
Effective Date under the Authority’s CalPERS contract, shall be the contractual liability of the
Authority. The Authority and REMIF shall separately enter into an agreement to provide for the
allocation of liability, and the payment of related contributions, with respect to service credit
accrued prior to the Effective Date.
C. The representatives to the Board of Directors and to each of the Programs and any officer,
employee, contractor, or agent of the Authority shall use ordinary care and reasonable diligence
in the exercise of their power and in the performance of their duties under this Agreement.
Directors, officers, committee members of the Authority shall be liable for any act or omission
within the scope of their office or employment by the Authority only in the event that they act
or fail to act because of actual fraud, corruption, or actual malice or willfully fail or refuse to
conduct the defense of a claim or action in good faith or to reasonably cooperate in good faith
in the defense conducted by the Authority.
D. The Authority shall defend and indemnify its directors, officers, and employees to the same
extent as any other public entity of the State of California is obliged to defend and indemnify its
employees pursuant to Government Code Section 825, et seq., or other applicable provisions of
law. Nothing herein shall limit the right of the Authority to purchase insurance to satisfy this
obligation.
E. The Authority shall indemnify, protect, defend, and hold harmless each and all of the Members,
and their officials, agents, and employees, for and from any and all liability, claims, causes of
action, damages, losses, judgments, costs, or expenses (including attorney fees) resulting from
an injury caused by a negligent or wrongful act or omission occurring in the performance of this
Agreement by the Authority, by one or more of the Members, or any of their officials,
employees, agents, or independent contractors.
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ARTICLE XVI.
NOTICES
Notices to each Member under this Agreement shall be sufficient if mailed to its respective address on
file with the Authority. Any Member may designate any other address in substitution of the foregoing
address to which such notice will be given at any time by giving five days written notice to the Authority
and all other Members.
ARTICLE XVII.
AMENDMENTS
This Agreement may be amended at any time with the approval of two-thirds of the Directors on the
Board acting with the approval of their governing bodies, except that any amendment that reduces the
voting requirement for termination of the Authority must be approved by three-fourths of the Directors
on the Board acting with the approval of their governing bodies. Authority of the Member
representative (director) to give such approval may be delegated such in advance by the Member’s
governing body, or in the absence of such prior delegation by action of a Member’s governing body to
approve the proposed amendment. The amended Agreement shall take effect on the first day of the
month following the Authority’s receipt of notice of approval by two-thirds of the Members, unless
otherwise stated in the Amendment, and once effective shall apply to all Members regardless of
whether a particular Member approved the amendment. Refusal to execute or comply with the
amended Agreement shall be a basis for expulsion of the Member. A Member that does not approve of
the amendment may withdraw from the Authority and all its Programs at the end of the fiscal year next
following the effective date of the amendment, notwithstanding the five-year minimum commitment
provided for in Article III, Section C.
ARTICLE XVIII.
SEVERABILITY
Should any portion, term, condition, or provision of this Agreement be decided by a court of competent
jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered
unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions
shall not be affected thereby.
ARTICLE XIX.
COMPLETE AGREEMENT
The foregoing constitutes the full and complete Agreement of the parties. There are no oral
understandings or agreements not set forth in writing herein, except as to the Bylaws.
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ARTICLE XX.
TERM OF AGREEMENT
This Agreement shall become effective upon execution, and shall continue in effect until satisfaction of
all obligations created hereunder following termination of the Authority created by this Agreement.
ARTICLE XXI.
COUNTERPARTS
The Agreement may be executed in multiple counterparts, each of which shall be considered an original.
ARTICLE XXII.
ARBITRATION
Any controversy arising out of this Agreement shall be submitted to binding arbitration, which shall be
conducted in accordance with the provisions of the California Arbitration Act (California Code of Civil
Procedure § 1280 et seq.).
ARTICLE XXIII.
FORCE MAJEURE
No party will be deemed to be in default where failure or delay in performance of any of its obligations
(other than payment obligations) under this Agreement is caused by floods, earthquakes, other Acts of
God, fires, wars, riots or similar hostilities, actions of legislative, judicial, executive, or regulatory
government bodies or other cause, without fault and beyond the reasonable control of such party
(“Force Majeure”). If any such events shall occur, the time for performance by such party of any of its
obligations under this Agreement will be extended by the parties for the period of time that such events
prevented such performance. Upon the occurrence of an event of Force Majeure, the affected party
shall: (i) promptly notify the other parties of such Force Majeure event, (ii) provide reasonable details
relating to such Force Majeure event and (iii) implement mitigation measures to the extent reasonable.
ARTICLE XXIV.
DEFINITIONS
The following definitions shall apply to the provisions of this Agreement and the Bylaws of the Authority:
A. “Agreement” shall mean this Agreement, as it may be amended from time to time, creating the
California Intergovernmental Risk Authority.
B. “Board” or “Board of Directors” shall mean the governing body of the Authority.
C. “Bylaws” shall mean the Bylaws attached to this Agreement, as amended from time to time by
the Board consistent with the amendment provisions in the Bylaws.
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D. “Claim(s)” shall mean demand(s) made against the Member arising out of occurrences which are
covered or alleged to be covered by the Authority’s Memorandums of Coverage or policies of
insurance.
E. “Fiscal Year” shall mean the period of time commencing on July 1 of each year and ending on
June 30 of the following year.
F. “Governing Documents” shall mean this Agreement, the Bylaws of the Authority, each
Program’s Memorandum of Coverage, the Master Program Document, , and any other
document stipulated as a Governing Document in the Bylaws or by action of the Board.
G. “Insurance” shall mean insurance or reinsurance purchased by the Authority to cover Claims
against or losses of the Authority and/or its Members.
H. “Jurisdiction” shall mean the territory in which the Authority may exercise its powers; i.e., the
State of California.
I. “Member” shall mean any public entity authorized to be a member of a Joint Powers Authority,
which is a party to this Agreement and is participating in one or more Programs.
J. “Memorandum of Coverage” shall mean a document issued by the Authority for each Program
specifying the coverages and limits provided to the Members participating in the Program.
K. “Participation” or “participating” shall refer to a Member that has elected to join and take part
in a Program.
L. “Pooling” shall mean group self-insurance as allowed by Government Code section 990.8, Labor
Code section 3700, or any other applicable law.
M. “Program” shall mean those coverage programs of risk sharing, insurance, self-insurance,
pooling and risk management services created by the Authority to manage specific types of
risks.
N. “Program Year” shall mean the annual period in each Program to be segregated for
determination of coverage premiums or assessments.
O. “Risk Management” shall mean the process of identifying, evaluating, reducing, transferring,
and eliminating risks. Risk Management includes, but is not limited to, various methods of
funding claims payments, purchasing insurance, legal defense of claims, controlling losses, and
determining self-insured retention levels and the amount of reserves for potential claims.
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IN WITNESS WHEREOF, the undersigned party hereto has executed this Agreement on the date
indicated below.
California Intergovernmental Risk Authority ["CIRA"]
Date: _____________________ By: __________________________________________
Name/Title
Attest: __________________________________________
Secretary, CIRA
Member Entity: __________________________
Date: _____________________ By: __________________________________________
Name/Title
Attest: __________________________________________
City/Town Clerk
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APPENDIX “A”
CALIFORNIA INTERGOVERNMENTAL RISK AUTHORITY MEMBERS
1. City of Arcata
2. City of Amador City
3. City of Avalon
4. City of Belvedere
5. City of Blue Lake
6. City of California City
7. City of Calimesa
8. City of Calistoga
9. City of Citrus Heights
10. City of Clearlake
11. City of Cloverdale
12. City of Coalinga
13. City of Cotati
14. City of Eureka
15. City of Ferndale
16. City of Fort Bragg
17. City of Fortuna
18. City of Grass Valley
19. City of Healdsburg
20. City of Highland
21. City of Lakeport
22. City of Menifee
23. City of Nevada City
24. City of Placentia
25. City of Placerville
26. City of Plymouth
27. City of Point Arena
28. City of Rancho Cucamonga
29. Rancho Cucamonga Fire Protection
District
30. City of Rancho Santa Margarita
31. City of Rohnert Park
32. City of San Juan Bautista
33. City of Sebastopol
34. City of Sierra Madre
35. City of Sonoma
36. City of South Lake Tahoe
37. City of St. Helena
38. City of Tehama
39. City of Trinidad
40. Town of Truckee
41. City of Twentynine Palms
42. City of Ukiah
43. City of Watsonville
44. City of Wheatland
45. City of Wildomar
46. City of Willits
47. Town of Windsor
48. Town of Yountville
49. City of Yucaipa
50. Town of Yucca Valley
Adopted May 25, 2017 i
APPENDIX “B”
PARSAC Agreement
PARSAC
JOINT POWERS AGREEMENT
Revised & Adopted May 25, 2017
Public Agency Risk Sharing
Authority of California
Adopted May 25, 2017 ii
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS ................................................................................................3
ARTICLE II PARTIES TO THE AGREEMENT ................................................................6
ARTICLE III PURPOSES .....................................................................................................6
ARTICLE IV CREATION OF THE PUBLIC AGENCY RISK
SHARING AUTHORITY OF CALIFORNIA ...............................................7
ARTICLE V TERM OF AGREEMENT ..............................................................................7
ARTICLE VI POWERS OF PARSAC ..................................................................................7
ARTICLE VII RESPONSIBILITIES OF MEMBER ENTITIES ..........................................8
ARTICLE VIII BOARD OF DIRECTORS ...........................................................................10
ARTICLE IX OFFICERS ....................................................................................................13
ARTICLE X EXECUTIVE COMMITTEE .......................................................................13
ARTICLE XI ADMINISTRATION ....................................................................................13
ARTICLE XII BUDGET ......................................................................................................14
ARTICLE XIII ANNUAL AUDITS AND REVIEWS..........................................................14
ARTICLE XIV ESTABLISHMENT AND ADMINISTRATION
OF FUNDS ...................................................................................................15
ARTICLE XV SUPPORT OF PARSAC'S GENERAL EXPENSES ...................................16
ARTICLE XVI DEPOSIT PREMIUMS ................................................................................17
ARTICLE XVII PARSAC MEMBERSHIP ............................................................................18
ARTICLE XVIII MEMORANDA OF COVERAGE ..............................................................18
ARTICLE XIX SIR MANDATORY RESERVES/PAYMENT ............................................19
Adopted May 25, 2017 iii
ARTICLE XX RETROSPECTIVE PREMIUM ADJUSTMENTS AND
ASSESSMENTS ...........................................................................................20
ARTICLE XXI NEW MEMBERS .........................................................................................21
ARTICLE XXII WITHDRAWAL ...........................................................................................22
ARTICLE XXIII EXPULSION ................................................................................................25
ARTICLE XXIV EFFECT OF WITHDRAWAL OR EXPULSION ON
MEMBER ENTITY'S RESPONSIBILITIES ...............................................26
ARTICLE XXV TERMINATION OF AGREEMENT AND
DISTRIBUTION OF ASSETS .....................................................................27
ARTICLE XXVI NOTICES ......................................................................................................28
ARTICLE XXVII PROHIBITION AGAINST ASSIGNMENT ................................................28
ARTICLE XXVIII AMENDMENTS ..........................................................................................29
ARTICLE XXIX SEVERABILITY ..........................................................................................29
ARTICLE XXX AGREEMENT COMPLETE ........................................................................29
ARTICLE XXXI EXECUTION OF COUNTERPARTS .........................................................30
APPENDIX "A" MEMBER ENTITIES
Adopted May 25, 2017 1
PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA [PARSAC]
JOINT POWERS AGREEMENT
THIS AGREEMENT is made in the State of California by and among
those municipalities organized and existing under the laws of the State of California, hereinafter
referred to as "Member Entity[ies]," which are parties’ signatory to this Agreement. All such
Member Entities are listed in Appendix "A", which is attached hereto and made a part hereof.
RECITALS
A. California Government Code Section 6500 and following permits two or more
public agencies by agreement to jointly exercise any power common to the contracting parties.
B. California Government Code Section 990.4 permits a local public entity to self-
insure, purchase insurance through an authorized carrier, or purchase insurance through a
surplus line broker, or any combination of these;
C. California Government Code Section 990.6 provides that the cost of insurance
provided by a local public entity is a proper charge against that local public entity;
D. California Government Code Section 990.8 permits two or more local entities to,
by a joint powers agreement, provide insurance for any purpose by any one or more of the
methods specified in Government Code Section 990.4 and provides that such pooling of self-
insured claims or losses does not constitute the business of insurance under the California
Insurance Code;
Adopted May 25, 2017 2
E. California Labor Code Section 3700(c) permits all political subdivisions of the
State of California, including each member of a pooling arrangement under a joint exercise of
powers agreement to self-insure against workers’ compensation claims by securing a certificate
of consent from the Department of Industrial Relations;
F. Each of the Member Entities, which is a party to this Agreement, desires to join
with the other Member Entities to fund programs of insurance for workers' compensation,
liability, property and other coverages to be determined and for other purposes set forth in
Article III of this Agreement;
G. The governing body of each Member Entity has determined that it is in its own
best interest and in the public interest that this Agreement be executed and that it participate as a
member of the Public Agency Risk Sharing Authority of California [PARSAC] created by this
Agreement; and
H. As of the effective date of this Agreement, this Agreement shall replace and
supersede the Joint Powers Agreement Creating the Public Agency Risk Sharing Authority of
California, dated May 21, 1986, as amended on November 20, 1987, July 1, 1989, and
November 19, 1993, May 31, 1996, December 13, 2002, December 12, 2003, May 20, 2005,
May 31, 2007, December 2, 2010, May 26, 2011 and May 25, 2017.
Now, therefore, in consideration of the above facts and the mutual benefits, promises and
agreements set forth below, the Member Entities hereby agree as follows:
Adopted May 25, 2017 3
AGREEMENT
ARTICLE I
DEFINITIONS
The following terms shall have the following definitions:
A. “Agreement” shall mean this Revised and Restated Joint Powers Agreement
creating the Public Agency Risk Sharing Authority of California [PARSAC].
B. “Alternate” shall mean the person designated by the Member Entity to act as a
director of PARSAC in the absence of the Director. The Alternate shall have the same
responsibility, power and authority as the Director when acting in the Director's stead.
C. “Board” or “Board of Directors” shall mean the governing body of PARSAC.
D. “Bylaws” shall mean the Bylaws of PARSAC, revised as of May 27, 2010, and
as they may be further amended or revised.
E. “Claims” shall mean any demand[s] made against a Member Entity to recover
for monetary damages within, or alleged to be within, the scope of coverage provided by
any of PARSAC's Memoranda of Coverage [or any commercial insurance policy related
to a PARSAC Program].
F. “PARSAC” shall mean the Public Agency Risk Sharing Authority of California
created by this Agreement.
G. “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 Memoranda of Coverage [or insurance policy related to a PARSAC
Program].
H. “Deposit Premium” shall mean the estimated amount determined for each
Member Entity necessary to fund each layer of coverage for each Policy Year of each
Adopted May 25, 2017 4
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 year
during which PARSAC is in existence.
K. “Incurred Loss” shall mean the amount of monies paid and reserved by
PARSAC to investigate, defend and satisfy a demand or demands made against a
Member Entity.
L. “Insurance” shall mean commercial insurance policies which PARSAC may
purchase for its Member Entities, from time to time, in order to effect a transfer of risk.
The term "Insurance" shall not mean any self-insurance, risk-sharing or pooling of losses
or risks.
M. “Liability Program Participant” shall refer only to members of PARSAC that
have been approved and are in good standing to participate in the Liability Program.
N. “Member Entity” shall mean any California public entity which is a party
signatory to this Agreement including any other agency for which the City Council sits
as the Governing board.
O. “Memorandum of Coverage” shall mean the document or documents issued by
PARSAC specifying the type and amount of coverages provided under any Program to
the Member Entities by PARSAC.
P. “Program 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.
Adopted May 25, 2017 5
Q. “Program” shall mean arrangements to cover specific types of claims which
may include, but not be limited to, property, workers' compensation, and comprehensive
liability claims.
R. “Public Entity” shall mean a county, city, whether general law or chartered, city
and county, town, district, political subdivision, joint powers authority, or any board,
commission, or agency thereof providing a municipal service, excluding school districts.
S. “Retrospective Premium” shall mean, the amount determined retrospectively as
each Member Entity's share of losses, reserves, expenses and interest income as may be
determined periodically for any Program.
T. “Retrospective Premium Adjustment” shall mean the amount necessary to
periodically adjust the Deposit Premium, or prior Retrospective Premiums if any, to the
newly calculated Retrospective Premium amount.
U. “Self-Insured Retention” or “SIR” shall mean the amount of loss from each
occurrence which the Member Entity shall retain and pay directly and which shall not be
shared by the Member Entities of PARSAC.
V. “Workers’ Compensation Program Participant” shall refer only to members
of PARSAC that have been approved and are in good standing to participate in the
Workers’ Compensation Program.
W. “Group Purchase Programs” shall mean coverage programs provided by
insurance policies where there is no self-insurance, risk sharing or pooling.
Adopted May 25, 2017 6
ARTICLE II
PARTIES TO THE AGREEMENT
Each Member Entity is a party to this Agreement and agrees that it intends to, and does
contract with, all other parties who are signatories of this Agreement and with such other parties
as may later be added. Each Member Entity also agrees that the expulsion or withdrawal of any
Member Entity from this Agreement shall not affect this Agreement nor the remaining parties as
to the other Member Entities then remaining.
ARTICLE III
PURPOSES
This Agreement is entered into by the Member Entities in order to:
A. Create the Public Agency Risk Sharing Authority of California to carry out the
purposes listed below and to exercise the powers contained in this Agreement;
B. Develop effective risk management programs to reduce the amount and
frequency of their losses;
C. Share some portion, or all, of the cost of their losses;
D. Jointly purchase commercial insurance, associate with other risk-sharing pools,
or self-insure against risks;
E. Jointly purchase administrative and other services including, but not limited to,
underwriting, risk management, loss prevention, claims adjusting, data processing, brokerage,
accounting and legal services when related to any of the other purposes;
F. Provide other joint powers risk sharing authorities with management services;
and
G. Do all things necessary to carry out the foregoing purposes, as well as all things
necessary to implement the terms of this Agreement as permitted by law.
Adopted May 25, 2017 7
ARTICLE IV
CREATION OF THE PUBLIC AGENCY
RISK SHARING AUTHORITY OF CALIFORNIA
Pursuant to the California Government Code, the Member Entities hereby agree to
continue in existence a public entity, separate and apart from the parties to this Agreement, to be
known as the Public Agency Risk Sharing Authority of California ["PARSAC"]. The debts,
liabilities or obligations of PARSAC shall not constitute debts, liabilities or obligations of any
party to this Agreement. However, a Member Entity may separately contract for, or assume
responsibility for, specific debts, liabilities or obligations of PARSAC.
ARTICLE V
TERM OF AGREEMENT
This Agreement shall become effective as of the date hereof and shall continue in full
force and effect until terminated in accordance with Article XXVI.
ARTICLE VI
POWERS OF PARSAC
PARSAC shall have the powers common to its Member Entities in California and all
additional powers permitted to a joint powers authority by California law, and the parties hereby
authorize PARSAC to do all acts necessary to exercise such powers to fulfill the purposes of
this Agreement including, but not limited to, the following:
A. Make and enter into contracts;
B. Incur debts, liabilities and obligations;
C. Acquire, hold, lease or dispose of real and personal property, contributions and
donations of property, funds, services and other forms of assistance;
D. Sue and be sued in its own name and settle any claim against it;
E. Employ agents and employees;
Adopted May 25, 2017 8
F. Acquire, construct, manage, maintain or operate buildings, works or
improvements;
G. Receive, collect, and disburse monies; and invest money not required for
immediate necessities; and
H. Exercise all powers necessary and proper to carry out the terms and provisions of
this Agreement.
ARTICLE VII
RESPONSIBILITIES OF MEMBER ENTITIES
Each member entity shall:
A. Sign this Agreement and its legally enacted amendments and participate in
PARSAC's Liability Program and/or Workers’ Compensation Program;
B. Sign a Membership Resolution for each Program;
C. Pay Deposit Premiums, Retrospective Premium Adjustments, and any Special
Assessments to PARSAC on or before the due date;
D. Appoint, elect or remove representatives to serve as director and alternate on the
Board, which representatives are expressly authorized to act on behalf of the Member Entity on
all matters coming before the Board;
E. Assure that its representative director or alternate attends at least one meeting of
the Board annually;
F. Assure that its representative director and alternate keep informed about
PARSAC's activities and assist them in doing so;
G. Approve Amendments to this Agreement as set forth in Article XXIX; provided,
however, the Member Entity may, by resolution or ordinance, authorize its director and
alternate on the Board to approve and execute amendments on behalf of the Member Entity
Adopted May 25, 2017 9
without the necessity of a resolution or ordinance of the legislative body of the Member Entity
confirming or ratifying such amendment.
H. File, in a prompt and timely manner, all statewide, county, and locally-mandated
reports and filings, including but not limited to the Fair Political Practices Commission's
Statement of Economic Interests;
I. Undertake a 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 report,
to evidence correction, elimination and/or clarification of all noted deficiencies or
recommended corrections to the satisfaction of PARSAC's Executive Committee. Risk
management audits may be required by the Executive Committee as frequently as it chooses.
Risk management audits may be paid by PARSAC and charged back to Member;
J. Provide PARSAC with a copy of its most recent audited annual financial
statements prepared by a Certified Public Accountant; or, if not available, provide PARSAC
with the most recent set of unaudited monthly financial statements, and any other financial
material as may be requested by PARSAC from time to time;
K. Cooperate with, communicate and assist in a timely manner, PARSAC and any
insurer, provider of excess coverage, claims adjuster, legal counsel or other service provider
engaged or retained by PARSAC in all matters relating to this Agreement;
L. Promptly cooperate with PARSAC to determine and/or clarify any incidents
which might become losses, the cause of any and all actual losses, and methods to bring about
settlement of claims;
M. Comply with its obligations and responsibilities under this Agreement, the
Adopted May 25, 2017 10
Bylaws, the Memoranda of Coverage, the Risk Management Standards, PARSAC's policies and
procedures, and any other contract or requirement [as any of the foregoing may be created or
amended] necessary to implement this Agreement or any Program;
N. Pay any fines or penalties assessed by the Board or any regulatory agency that
are attributable to the Member Entity's failure to perform in accordance with self-insurance
regulations or comply with the provisions of this Agreement. An appeal may be filed with the
appropriate regulatory agency. All decisions of the Board are final.
O. Use an Executive Committee-approved third-party claims administrator for
claims handling, under such circumstances as the Board of Directors may require.
Failure to comply with any of the obligations under this section may be grounds for
expulsion pursuant to Article XXIV of this Agreement.
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 and/or Workers’
Compensation Program. The number of persons on the Board shall be equal to the number of
Member Entities. 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 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
Adopted May 25, 2017 11
respective Member Entity's governing body, and shall serve at its pleasure. If a director or
alternate ceases to be an employee or elected official of a Member Entity for any reason, his or
her position on the Board and any of its committees shall immediately terminate.
The Board of Directors shall have the following powers and functions:
A. The Board shall exercise all powers and conduct all business of PARSAC, either
directly or by delegation of authority to other bodies or persons pursuant to this Agreement and
applicable law;
B. The Board shall form an Executive Committee from its membership. In the
Bylaws the Board shall delegate to that Committee such powers as it sees fit;
C. The Board may form such other committees as it deems appropriate in
conducting PARSAC's business;
D. The Board shall elect PARSAC's officers;
E. The Board shall cause to be prepared and adopt PARSAC's annual operating
budget;
F. The Board shall develop, or cause to be developed, and shall review, modify as
necessary, and adopt each of PARSAC's Programs, including all provisions for reinsurance and
administrative services necessary to carry out such Program;
G. The Board shall contract or otherwise provide for necessary services to PARSAC
and to Member Entities. These necessary services may include, but shall not be limited to, risk
management consulting, loss prevention and control, centralized loss reporting, actuarial
consulting, claims adjusting, and legal defense services;
H. The Board, either directly or through the Executive Committee, shall provide
policy direction to PARSAC's General Manager;
Adopted May 25, 2017 12
I. The Board shall receive and act upon reports of its committees and the General
Manager, either directly or through the Executive Committee;
J. The Board shall establish monetary limits upon any delegation of the claims
payment and settlement authority, beyond which a proposed settlement must be referred to the
Board for approval;
K. The Board may require that PARSAC review, audit, report upon, and make
recommendations with regard to the safety or claims administration functions of any Member
Entity insofar as those functions are affecting PARSAC's liability or potential liability. The
Board may forward any or all such recommendations to the Member Entity with a request for
compliance and a statement of potential consequences for noncompliance;
L. The Board shall receive, review and act upon periodic reports and audits of
PARSAC's funds;
M. The Board may amend, repeal or adopt new Bylaws, this Agreement or other key
documents;
N. The Board may increase, decrease, or otherwise amend the coverages, limits and
other terms of any Memorandum of Coverage;
O. The Board shall approve any proposal by the Executive Committee for Special
Assessments from the Member Entities before such Special Assessments are billed;
P. The Board may expel a Member Entity from any Program or from membership
in PARSAC pursuant to Article XXIV of this Agreement;
Q. The Board may ratify actions of the Executive Committee, where such
ratification is required before the action becomes final;
R. The Board may enter into a joint venture or contractual arrangement with any
Adopted May 25, 2017 13
similar entity and may also enter into a merger or acquisition agreement with a similar entity,
provided that if PARSAC is not the surviving entity in any such merger or acquisition, such
action shall require approval by the vote of three-fourths of the Member Entities; and
S. 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, Treasurer, and
Auditor/Controller, and their qualifications and duties shall be those set forth in the Bylaws.
ARTICLE X
EXECUTIVE COMMITTEE
There shall be an Executive Committee, all of whose members shall be directors. The
Executive Committee shall set policy for and direct the administration of PARSAC on a day-to-
day basis and may, without limitation, provide incentives and impose penalties, financial or
otherwise, for performing or failing to perform in conformance with PARSAC requirements,
programs, standards and policies. The composition, specific authority and meeting
arrangements of the Executive Committee shall be set forth in the Bylaws.
ARTICLE XI
ADMINISTRATION
PARSAC shall have a general manager, who shall be appointed or terminated by the
Executive Committee, shall be responsible to the Executive Committee for the efficient and
effective administration of PARSAC, and who shall serve as the Secretary of PARSAC. The
General Manager shall attend all meetings of the Board, the Executive Committee, and other
committees of the Board (but shall have no vote), shall prepare and maintain all minutes of
meetings of the Board and its Committees, notices of meetings, and records of PARSAC, and
Adopted May 25, 2017 14
shall carry out all duties set forth in the Bylaws.
ARTICLE XII
BUDGET
The Executive Committee shall recommend and the Board shall adopt an annual
operating budget prior to the beginning of each Fiscal Year.
ARTICLE XIII
ANNUAL AUDITS AND REVIEWS
A. Financial Audit. The Auditor/Controller shall cause an annual financial audit of
the accounts and records to be prepared by a Certified Public Accountant in compliance with
California Government Code Sections 6505 and 6505.5 or 6505.6 with respect to all receipts,
disbursements, other transactions and entries into the books of PARSAC. The minimum
requirements of the audit shall be those prescribed by the State Controller for special districts
under Government Code Section 26909 and shall conform to generally accepted accounting
standards. A report of each such audit shall be filed as a public record with the Board, each of
the Member Entities, and the auditor/controller of the county in which PARSAC’s
administrative office is located. The report shall be filed within twelve [12] months of the end
of the fiscal year under examination. PARSAC shall pay all costs for such financial audits.
B. 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 review.
C. Claims Audit. The Board shall cause a biannual claims audit of the
administration of the claims for each of the Programs of PARSAC. A report of such claims
review shall be made available for inspection by the Board and the Member Entities. PARSAC
Adopted May 25, 2017 15
shall pay all costs of such claims reviews.
ARTICLE XIV
ESTABLISHMENT AND ADMINISTRATION OF FUNDS
PARSAC shall be responsible for the strict accountability of all funds and the reporting
of all receipts and disbursements in accordance with generally accepted accounting principles.
It will comply with all provisions of law relating to this subject, including California
Government Code Sections 6500-6525.
The Treasurer of PARSAC shall establish and maintain such funds and accounts as may
be required by good accounting practices and by the Board. Separate accounts shall be
established and maintained for each Program Year of each Program of PARSAC. Books and
records of PARSAC in the hands of the Treasurer or other designated person shall be open to
inspection at all reasonable times by members of the Board or authorized representatives of the
Member Entities.
The Treasurer shall have the custody of and disburse PARSAC’s funds. He or she may
delegate disbursing authority to such persons as may be authorized by the Board to perform that
function provided that, pursuant to Government Code Section 6505.5, the Treasurer shall:
A. Receive and acknowledge receipt of all funds of PARSAC and place them in the
treasury to the credit of PARSAC;
B. Be responsible upon his or her official bond for the safekeeping and
disbursement of PARSAC's funds so held by him or her;
C. Pay any sums due from PARSAC as approved for payment by the Board or by
any body or person to whom the Board has delegated approval authority, making such payments
from PARSAC's funds upon warrants drawn by the Auditor;
D. Verify and report in writing to PARSAC and to Member Entities, as of the first
Adopted May 25, 2017 16
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 Authority shall defend and indemnify its directors, officers, and employees to the
same extent as any other public entity of the State of California is obliged to defend and
indemnify its public employees pursuant to California Government Code Section 825, et seq., or
other applicable provisions of law.
The Authority may insure or self-insure itself to the extent deemed necessary by the
Board against loss, liability and claims arising out of or connected to the conduct of the
Authority’s activities.
ARTICLE XV
SUPPORT OF PARSAC’S GENERAL EXPENSES
Costs of staffing and supporting PARSAC [hereinafter called PARSAC's general
Adopted May 25, 2017 17
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 the Liability and Workers’ Compensation Programs shall be
set at a level estimated to be sufficient, as determined by the Executive Committee, to cover
PARSAC’s budget for each Policy year. The Deposit Premiums for the Member Entities shall
be set by PARSAC using various rating and underwriting criteria, such as:
[1] The Member Entity's payroll;
[2] The Member Entity's exposure base;
[3] The results of an on-site underwriting inspection;
[4] The Member Entity's prior claims history;
[5] Total insurable values; and/or
[6] Employee classification ratings.
Deposit Premiums for the Liability, Workers’ Compensation, and Group Purchase
Programs shall be billed to the Member Entities.
At the conclusion of each Program Year, PARSAC shall conduct a payroll audit of each
Member Entity to adjust for any discrepancies between estimated and actual payroll. In the sole
discretion of PARSAC, an on-site payroll audit may be conducted by PARSAC or an
independent auditor. Any adjustments in payrolls, either debits or credits, shall result in an
assessment of additional premiums or a return of overpaid premiums. This adjustment shall be
made within sixty (60) days after the date of the audit.
Adopted May 25, 2017 18
ARTICLE XVII
PARSAC MEMBERSHIP
Member Entities shall participate in PARSAC's Liability Program and/or Workers’
Compensation Program as a condition of membership in PARSAC. Participation in either
Program shall be a minimum of three years and the Term shall be renewed for subsequent one-
year periods at the commencement of each Program Year upon payment of the applicable
Deposit Premium, unless termination, withdrawal, or expulsion occurs pursuant to Articles
XXIII and XXIV of this Agreement. The Executive Committee shall establish the initial SIR
for each Liability or Workers’ Compensation Program Participant and may require a different
SIR for Program Participants from time to time, in its sole discretion.
Program Years shall begin on July 1 of each year and shall continue through the
following June 30. Retroactive coverage may be provided as approved by the Board and
documented on the Declaration Page of the respective Memorandum of Coverage.
ARTICLE XVIII
MEMORANDA OF COVERAGE
The types and amounts of coverage for each Program available to Member Entities shall
be specified in a Declarations Page and/or 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 Program Year, no Member Entity participating in that Program Year shall be
entitled to withdraw by reason of any said amendment prior to the termination of that Program
Year.
Adopted May 25, 2017 19
ARTICLE XIX
SIR MANDATORY RESERVES/PAYMENTS
A Member Entity participating in the Liability Program must establish by resolution a
“Fund Balance Reserve” (“Reserve”) equal to three times (3) the designated SIR, or any
underlying insurance deductible chosen, and approved for the Member Entity by PARSAC.
The Reserve will be recorded and maintained in the appropriate Member Entity Fund in
accordance with Generally Acceptable Accounting Principles.
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 shall be required to submit the “Fund
Balance Reserve Resolution” prior to coverage inception.
Any Member Entity which does not desire to establish a local Fund Balance Reserve at
the required three-times its SIR, 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 PARSAC adequate SIR Reserves. Such SIR amount shall be
established as the correct Reserve for that Member Entity.
Although not obligated to do so, PARSAC may elect to pay a portion of claims expenses
before the Member Entity’s self-insured retention has been exhausted in order to expedite the
resolution of a claim. In this event, the member will be invoiced and shall have 30 days from the
date of invoice to remit reimbursement. A 10% penalty shall be applied to the balance if
payment is not received by the due date.
The claims payment procedures for members participating in the Workers’
Adopted May 25, 2017 20
Compensation Program with a self-insured retention are as follows:
1. The Member Entity shall set up a checking account with the Third-Party
Administrator (TPA). The TPA shall pay all claim expenses within the Member’s
Entity’s self-insured retention from the checking account. The Member Entity shall
be responsible for ensuring sufficient funds are available for all costs related to the
checking account, including any set-up fees charged by the TPA; or
2. PARSAC shall pay all claim expenses within the Member Entity’s self-insured
retention, which shall be reconciled and invoiced to the Member Entity quarterly.
The Member Entity shall have 30 days from the date of invoice to submit its self-
insured retention payment. A 10% penalty shall be applied to the balance if payment
is not received by the due date. This option is available to Member Entities with an
SIR of $100,000 or lower.
ARTICLE XX
RETROSPECTIVE PREMIUM ADJUSTMENTS AND ASSESSMENTS
Retrospective Premium Adjustments (RPA) for self-funded Programs shall be calculated
annually as determined by each Program’s funding policy. The Board may determine and levy
special assessments on Member Entities by majority vote.
The RPA is a financial reconciliation made by PARSAC to determine whether the
Deposit Premium collected for that Policy Year was sufficient to cover the costs. An RPA
summary is presented annually to the Board for approval. Distribution of credits or collection
of assessments will follow each Program’s funding policy.
If a Member Entity has timely withdrawn or been expelled from a Program, any
Retrospective Premium Adjustment credit shall remain with PARSAC until all Policy Year(s) in
which they participated have been closed and reconciled. Any Retrospective Premium
Adopted May 25, 2017 21
Adjustment deficit shall be billed to the Member Entity at the time that particular Policy Year(s)
is being reconciled. If a withdrawn or expelled member’s total equity for all program years in
which they participated is insufficient, the member will be billed at the time the deficit is
identified. A member that has untimely withdrawn from a program foregoes their right to any
remaining equity and is subject to assessment for any deficits.
ARTICLE XXI
NEW MEMBERS
Any California public entity as defined in Article I may apply for membership in
PARSAC and participation in any of PARSAC's Programs at any time. Public Entities must
participate in either the Liability or Workers’ Compensation program before participating in
other Program offerings.
PARSAC shall review all requests for Program membership, and the Executive
Committee shall approve and the Board shall ratify, which applicants shall be accepted for
membership, in which Programs they may participate, and when such participation shall begin.
Public Entities shall become new Member Entities as of the effective date of coverage indicated
on the Program Declarations Page and upon payment of the Deposit Premium. Public Entities
which are in the process of formation shall be covered only as of the effective date of formation.
Deposit Premiums for coverage which begins during a Program Year may be prorated
for the remainder of the Program Year. A Public Entity applying for membership in the
Workers’ Compensation or Liability Program shall complete, return and comply with all of the
following:
A. An “Application for a Certificate of Consent to Self-Insure” from the
Department of Industrial Relations/Division of Self-Insurance Plans (DIR/SIP) (Workers’
Compensation only);
Adopted May 25, 2017 22
B. Loss reports for the five (5) most recent policy years;
C. Estimated payroll for the current year and corresponding to the 5 years of loss
data
D. Liability Exposure questionnaire from PARSAC, questionnaires from the excess
carrier or reinsurer, and most recent three years’ audited financial statements;
E. Undertake a risk management audit of its facilities and activities and, based upon
such audit report, provide evidence of correction, elimination and/or clarification of all noted
deficiencies revealed by such inspection; and
F. Such other information as is reasonably required by PARSAC to assure
compliance with law and PARSAC policies.
ARTICLE XXII
WITHDRAWAL
Any Member Entity who has been a member for at least three full fiscal years may
withdraw from its status as a member and as a party to the Joint Powers Agreement by
submitting notice in writing to PARSAC as follows:
A. Timely Notice of Withdrawal. A withdrawing Member Entity must notify
PARSAC of its intention to withdraw at least six (6) months prior to the end of
the fiscal year in which the member intends to withdraw, unless a shorter
withdrawal period is approved by the Executive Committee, in its sole
discretion. Withdrawing members who submit Timely Notice shall be subject to
an administrative fee equal to their pro-rata share of ongoing expenses for the
three program years following withdrawal. Ongoing expenses include but are not
limited to staff payroll and benefits, actuarial services, investment services,
financial audits, and claims administration. Withdrawing member will be
Adopted May 25, 2017 23
invoiced for their portion of the administrative fee each of the three years.
Calculation and Payment of Fee. The administrative fee shall be
calculated based on the member’s actual payroll and self-insured
retention level in the last year in which the member participated. In
year one, 100% of the administrative fee will be charged to the
member; 50% in year two; and 25% in year three. The withdrawing
member shall be invoiced for their portion of the administrative fee
and it shall not be taken from equity. Should equity be insufficient to
cover any deficit, the member will be subject to assessment. The
withdrawing member’s equity will remain with PARSAC until all
years in which the member has participated are closed. Any equity
remaining after all years have closed will be returned to the withdrawn
member.
B. Untimely Notice of Withdrawal. Members submitting a notice of intent to
withdraw less than six (6) months prior to the end of the fiscal year, but
not later than April 1, in which the member intends to withdraw shall be
considered untimely. In the event of an untimely notice of intent to
withdraw, the withdrawing member shall forego their right to any
remaining equity. In addition to foregoing equity, withdrawing members
who submit Untimely Notice shall be subject to an administrative fee
equal to their pro-rata share of ongoing expenses for the three program
years following withdrawal. Ongoing expenses include but are not limited
to staff payroll and benefits, actuarial services, investment services,
Adopted May 25, 2017 24
financial audits, and claims administration, and will remain subject to both
the administrative fee and assessments for all years in which they
participated. Withdrawing members will be invoiced for their portion of
the administrative fee each of the three years. Calculation and Payment of
Fee. The administrative fee shall be calculated based on the member’s
actual payroll and self-insured retention level in the last year in which the
member participated. In year one, 100% of the administrative fee will be
charged to the member; 50% in year two; and 25% in year three.
Withdrawal from the Liability or Workers Compensation Program
shall terminate coverage under that Program. If withdrawal would result
in the Member Entity no longer being a member of either the Liability or
the Workers Compensation Program, then such withdrawal shall
constitute withdrawal from this Agreement and from membership in
PARSAC, subject to the ex-Member Entity's continuing obligations
under Article XXV below.
A notice of intent to withdraw may be rescinded in writing with
Executive Committee consent at any time earlier than ninety (90) days
before the expiration of the withdrawal period, except that any
withdrawal approved by the Executive Committee upon less than 6
months notice shall be final.
Any Member Entity which withdraws as a participant in any
Program may renew participation in that Program by complying with all
Program rules and regulations.
Adopted May 25, 2017 25
ARTICLE XXIII
EXPULSION
Regardless of its three-year commitment under the Liability and/or Workers’
Compensation Program, a Member Entity may be expelled from PARSAC or a Program either
with or without cause. The General Manager shall review any lack of satisfactory performance
or other problem with the Member Entity and shall attempt to resolve the matter. If the General
Manager determines that the Member Entity is unwilling or unable to correct the problem, the
General Manager shall present the matter to the Executive Committee. The Executive
Committee may recommend to the Board that the Member Entity be expelled, either with or
without cause. Written notice of the Executive Committee's recommendation for expulsion
shall be delivered to the Member Entity with return receipt at least fourteen [14] days before the
Board meeting at which the matter will be discussed. Action by the Board shall require the vote
of a majority of the total number of directors. Expelled members are subject to the
administrative fee for a timely withdrawal as described in Article XXIII, Paragraph A.
In considering the expulsion of a Member Entity, the Executive Committee shall allow
the affected Member Entity a reasonable opportunity to address and remedy the reasons, if any,
for the proposed expulsion. The period of time so allowed shall be within the sole discretion of
the Executive Committee. If such a reasonable opportunity is allowed, PARSAC may require
quarterly audits to monitor the affected Member Entity's remedial actions or any other
conditions to its continued participation in PARSAC or its Programs.
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.
Adopted May 25, 2017 26
ARTICLE XXIV
EFFECT OF WITHDRAWAL OR EXPULSION
ON MEMBER ENTITY'S RESPONSIBILITIES
The withdrawal or expulsion of any Member Entity after its participation in any
Program shall not terminate its responsibility with respect to the following:
A. Provide PARSAC with such statistical and loss experience data and other
information as may be necessary for PARSAC to carry out the purposes of this Agreement;
B. Pay to PARSAC when due any Deposit Premiums or Retrospective Premium
Adjustments for each Policy Year of each Program in which it participated;
C. Cooperate fully with PARSAC in determining the cause of losses in the
settlement of claims;
D. Cooperate with and assist PARSAC and any insurer, excess provider, claims
adjuster, legal counsel or other service provider engaged or retained by PARSAC in all matters
relating to this Agreement; and
E. Comply with the Bylaws and all policies and procedures of PARSAC not
inconsistent with the provisions of this Agreement and not inconsistent with its withdrawal from
PARSAC.
Disposition of Equity – Timely Withdrawal or Expulsion. In addition, PARSAC shall
retain all remaining equity, and the ex-Member Entity is obligated to pay any future
assessments made with respect to the Policy Years of any Program in which it participated, until
all such Policy Year[s] have been closed, at which time PARSAC shall refund to the ex-
Member Entity, any remaining equity which was not expended in settling, paying or otherwise
resolving claims against the ex-Member Entity.
Disposition of Equity – Untimely Withdrawal. PARSAC shall retain all remaining equity
Adopted May 25, 2017 27
and the ex-Member Entity is obligated to pay any future assessments made with respect to the
Policy Years of any Program in which it participated, until all such Policy Year[s] have been
closed and the administrative fee charged per Article XXII, Paragraph B.
ARTICLE XXV
TERMINATION OF AGREEMENT AND DISTRIBUTION OF ASSETS
This Agreement shall continue in full force and effect until terminated. Termination of
this Agreement shall also constitute the termination of all Programs. This Agreement may be
terminated at any time by the vote of three-fourths of the Member Entities; provided, however,
that this Agreement and PARSAC shall continue to exist for the purpose of disposing of all
claims and paying its obligations (to CalPERS) for employees’ health and pension benefits,
before the distribution of assets, and any other functions necessary to wind up the affairs of
PARSAC.
Upon termination of this Agreement, all assets of each Program of PARSAC shall be
distributed among the Member Entities [and ex-Member Entities which previously timely
withdrew or were expelled] which participated in such Programs, in accordance with the
retrospective premium adjustment process in effect during the term of this Agreement. Such
distributions shall be determined within six [6] months after the disposal of the last pending
claim or other liability covered by each Program.
Following the termination of this Agreement, any Member Entity which was a
participant in any Program of PARSAC shall pay any additional amount of premium,
determined by the Board or its designee in accordance with a retrospective premium adjustment,
which may be necessary to enable final disposition of all claims arising from losses under that
Program during the Member Entity's period of participation.
The Board is vested with all powers of PARSAC for the purpose of concluding and
Adopted May 25, 2017 28
dissolving the business affairs of PARSAC. The Board may designate legal counsel and any
committee or person to carry out a plan of dissolution adopted by the Board.
ARTICLE XXVI
NOTICES
Notices to Member Entities under this Agreement or the Bylaws shall be sufficient if
mailed to their respective addresses on file with PARSAC. Notices to PARSAC shall be
sufficient if mailed to the address of the principal executive office of PARSAC, addressed to the
General Manager.
ARTICLE XXVII
PROHIBITION AGAINST ASSIGNMENT
No Member Entity may assign any right, claim, or interest it may have under this
Agreement, and no creditor, assignee or third-party beneficiary of any Member Entity shall have
any right, claim or title to any part, share, interest, fund, premium or asset of PARSAC.
ARTICLE XXVIII
AMENDMENTS
This Agreement may be amended by a two-thirds vote of the Board present and voting
at any duly convened regular or special meeting; provided that, any such amendment has been
submitted to the directors and the Member Entities at least thirty [30] days in advance of such
meeting. Member Entities may, by resolution or ordinance, grant their director and alternate on
the Board explicit authorization to approve and execute amendments to this Agreement on
behalf of the Member Entity without the necessity of a resolution or ordinance of the legislative
body of the Member Entity confirming or ratifying such amendment. Any such amendment
shall become effective immediately, unless otherwise stated therein.
Adopted May 25, 2017 29
ARTICLE XXIX
SEVERABILITY
Should any portion, term, condition or provision of this Agreement be decided by a
court of competent jurisdiction to be illegal or in conflict with any law of the State of California,
or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions,
terms, conditions and provisions shall not be affected thereby.
ARTICLE XXX
AGREEMENT COMPLETE
The foregoing constitutes the full and complete agreement of the parties. There are no
oral understandings or agreements not set forth in writing herein, except as noted with respect to
the Bylaws and Memoranda of Coverage. If any provision of this Agreement conflicts with a
provision of the Bylaws, Memoranda of Coverage or other document, such conflicting
provisions shall be interpreted to avoid any such conflict, but this Agreement shall govern.
Adopted May 25, 2017 30
ARTICLE XXXI
EXECUTION OF COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original, but altogether shall constitute one and the same
Agreement.
Public Agency Risk Sharing Authority of California ["PARSAC"]
Date: By: ________________________________________
Name/Title
Attest: __________________________________________
Deputy Secretary, PARSAC
Member Entity: __________________________
Date: By: __________________________________________
Name/Title
Attest: __________________________________________
City/Town Clerk
Adopted May 25, 2017 31
APPENDIX “A”
PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA
[PARSAC]
MEMBER ENTITIES
City of Amador City
City of Avalon
City of Belvedere
City of Blue Lake
City of California City
City of Calimesa
City of Calistoga
City of Citrus Heights
City of Clearlake
City of Coalinga
City of Ferndale
City of Grass Valley
City of Highland
City of Menifee
City of Nevada City
City of Pacific Grove
City of Placentia
City of Placerville
City of Plymouth
City of Point Arena
City of Rancho Cucamonga
Rancho Cucamonga Fire Protection District
City of Rancho Santa Margarita
City of San Juan Bautista
City of South Lake Tahoe
City of Tehama
City of Trinidad
Town of Truckee
City of Twentynine Palms
City of Watsonville
City of West Hollywood
City of Wheatland
City of Wildomar
Town of Yountville
City of Yucaipa
Town of Yucca Valley
PARSAC
AGREEMENT FOR APPORTIONMENT OF
RETIREMENT OBLIGATIONS
Public Agency Risk Sharing
Authority of California
Appendix "C"
Public Agency Rish Sharing Authority of California (PARSAC) Agreement for Apportionment of
Retirement Obligations Dated May 25, 2017
PUBLIC AGENCY RISK SHARING AUTHORITY OF CALIFORNIA [PARSAC]
AGREEMENT FOR APPORTIONMENT OF RETIREMENT OBLIGATIONS
THIS AGREEMENT is made in the State of California by and among those municipalities
organized and existing under the laws of the State of California, hereinafter referred to as "Member
Entity[ies]," which are parties' signatory to the Joint Powers Authority Agreement (as revised
effective May 25, 2017, hereafter "JPA Agreement. All such Member Entities are listed in
Appendix "A,11 which is attached hereto and made a part hereof.
RECITALS
Whereas P ARSAC is an entity formed under California Government Code § 6500 which
permits two or more public agencies by agreement to jointly exercise any power common to the
contracting parties.
Whereas California Government Code§ 6508.2 requires that the member agencies of a joint
powers agency ("AGENCY") mutually agree to a 100% apportionment of the AGENCY's
retirement liability prior to either a dissolution of the AGENCY or the termination of the
AGENCY's participation in a public retirement system.
Now, therefore, in consideration of the above facts and the mutual benefits, promises and
agreements set forth below, the Member Entities hereby agree as follow:
AGREEMENT
ARTICLE I
DEFINITIONS
The following terms shall have the following definitions:
A."Agreement" shall mean this Revised and Restated Joint Powers Agreement creating the
Public Agency Risk Sharing Authority of California [PARSAC].
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B."Board" or "Board of Directors" shall mean the governing body of PARSAC.C."P ARSAC" shall mean the Public Agency Risk Sharing Authority of California createdby this Agreement. D."Deposit Premium" shall mean the estimated amount determined for each Member Entitynecessary to fund each layer of coverage for each Policy Year of each Program of PARSAC. E."Member Entity" shall mean any California public entity which is a party signatory to thisAgreement including any other agency for which the City Council sits as the Governing board. F.''Program Veart' shall mean a period of time, usually 12 months, for which each Programis to determine Deposit Premiums, Retrospective Premiums, and Retrospective Premium Adjustments. G.'•Program" shall mean arrangements to cover specific types of claims which may include,but not be limited to, property, workers' compensation, and comprehensive liability claims. H.''Public Entin" shall mean a county, city, whether general law or chartered, city and county,town, district, political subdivision, joint powers authority, or any board, commission, or agency thereofp_roviding a municipal service, excluding school districts.I.''Public Retirement System" shall mean CalPERS or any other Public Entity retirementprogram established or operated by a California Public Entity available to public employees as to which current or former employees of P ARSAC participated. J.'�Retirement Liability" shall mean the liability that PARSAC possesses to all former orcurrent employees of PARSAC for retirement benefits owed to them pursuant to a contract between PARSAC and a Public Retirement System and arising by reason of those employees participation in the Public Retirement System.
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K.'•Retrospective Premium" shall mean, the amount determined retrospectively as eachMember Entity's share of losses, reserves, expenses and interest income as may be determined periodically for any Program. L.'�Retrospective Premium Adiustmenf' shall mean the amount necessary to periodicallyadjust the Deposit Premium, or prior Retrospective Premiums if any, to the newly calculated Retrospective Premium amount.
ARTICLE II
PARTIES TO THE AGREEMENT Each Member Entity is a party to this Agreement and agrees that it intends to, and does contract with, all other parties who are signatories of this Agreement and with such other parties as may later be added. Each Member Entity also agrees that the expulsion or withdrawal of any Member Entity from this Agreement shall not affect this Agreement nor the remaining parties as to the other Member Entities then remaining.
ARTICLE III
PURPOSE This Agreement is entered into by the Member Entities in order to: A.Provide for an apportionment among current and fonner PARSAC Member Entitiesof 100% of P ARSAC' s Retirement Liability consistent with the requirements of Government Code §§ 6508.1 and 6508.2 as enacted and amended effective January 1, 2019. The current MemberEntities of PARSAC are set forth in Appendix A. The former Member Entities of PARSAC as of the date of this Agreement are set forth in Appendix B.
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ARTICLE IV
MF.TH On OF A PPORTTONMF.NT OF RF,TIREMENT LIA RH JTY A.In the event of a decision by the governing Board of PAR SAC to dissolve and ceaseall operations, or in the event of a decision by the governing Board of P ARSAC to terminate PARSAC's contract with a Public Retirement System, the Member Entities agree that 100% of PARSAC' s Retirement Liability shall be funded by all current and former PARSAC Member Entities based on a pro rata share of the former and current Member Entities' historical Deposit Premium in the Workers' Compensation and Liability self-funded Programs. The apportionment of the Retirement Liability shall be calculated as set forth above, and the unfunded Retirement Liability then existing shall be paid as follows: The unfunded Retirement Liability then existing shall be paid prior to any distribution of assets as provided in ARTICLE XXV of the JPA Agreement and prior to the payment of any equity that may be determined as the result of the Retrospective Premium Adjustment process as set forth in ARTICLE XX. (For example, should a Member Entity have remaining equity in either the Workers' Compensation or Liability program, at the time of PARSAC's dissolution or PARSAC's termination of PARSAC's contract with a public retirement system, the Member Entity's equity shall first be applied to reduce that Member Entity's share of the apportionment of the Unfunded Retirement Liability.) B.In the event that PARSAC disposes of the real property identified as 1525 ResponseRoad, Sacramento, CA, 95815 (the "Property"), any unfunded Retirement Liability of PARSAC shall first be reduced by applying the proceeds from the sale of the Property as provided in Resolution 2019-03, attached hereto as Exhibit A, prior to the determination of the amounts owed by the former or current Member Entities under the apportionment provided herein.
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C.The apportionment of the Retirement Liability of PARSAC among the former andcurrent Member Entities of PARS AC and the obligation of the. former and c-urrent Member Entities to pay such apportionment of the PARSAC Retirement Liability as provided herein shall be a separate and independent obligation from the obligation of the Member Entities arising upon termination, expulsion or withdrawal of a Member Entity or upon termination of the Joint Powers Agreement (as revised effective May 25, 2017) including but not limited to ARTICLES XX, XXII, XXIII, XXIV and XXV of that Agreement.
ARTICLE V
TERM OF AGREEMENT This Agreement shall become effective as of the date hereof and shall continue in full force and effect for the purpose of paying 100% of the Retirement Liability of P ARSAC pursuant to the apportionment among former and current Member Entities as provided for herein.
ARTICLE VI
SEVERABILITY Should any portion, term, condition or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions and provisions shall not be affected thereby.
ARTICLE VII
AGREEMENT COMPLETE The foregoing constitutes the full and complete agreement of the parties. There are no oral understandings or agreements not set forth in writing herein, except as noted with respect to the Bylaws and Memoranda of Coverage. Ifany provision of this Agreement conflicts with a provision
6
8
Public Agency Risk Sharing Authority of California [“PARSAC’]
Date: By: ________________________________
Name/Title
Attest: ______________________________
Deputy Secretary, PARSAC
Member Entity: _______________________
Date: By: ________________________________
Name/Title
Attest: ______________________________
City/Town Clerk