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HomeMy WebLinkAbout83-055 - WA Cities Insurance Authority (WCIA)INTERLOCAL 1 AGREEMENT CREATING THE WASHINGTON CITIES INSURANCE AUTHORITY TABLE OF CONTENTS PAGE Recitals 1 -2 ARTICLE 1 Definitions 2 ARTICLE 2 Purposes 2 ARTICLE 3 Parties to Agreement 2 ARTICLE 4 Term of Agreement 3 ARTICLE 5 Creation of Authority 3 ARTICLE 6 Powers of Authority 3 ARTICLE 7 Board of Directors 3 -4 ARTICLE 8 Powers of the Board of Directors 4 -5 ARTICLE 9 Meetings of the Board of Directors 5 ARTICLE 10 Executive Committee 5 ARTICLE 11 Officers of the Authority 6 ARTICLE 12 Coverage 6 ARTICLE 13 Development of the Joint Protection Program 7 -8 ARTICLE 14 Accounts and Records 8 ARTICLE 15 Responsibility for Monies 8 -9 ARTICLE 16 Responsibilities of the Authority 9 ARTICLE 17 Responsibilities of Member Cities 9 -10 ARTICLE 18 Interim Period and Effective Date of Program 10 ARTICLE 19 New Members 11 ARTICLE 20 Withdrawal and Cancellation 11 -12 ARTICLE 21 Cancellation of Coverage 12 ARTICLE 22 Effect of Withdrawal 12 ARTICLE 23 Termination and Distribution 13 ARTICLE 24 Provisions for By -Laws and Manual 13 ARTICLE 25 Notices 13 ARTICLE 26 Amendment 14 ARTICLE 27 Prohibition Against Assignment 14 ARTICLE 28 Agreement Complete 14 WCIA Interlocal A 9 reementctober 1, 1991 INTERLOCAL AGREEMENT CREATING THE WASHINGTON CITIES INSURANCE AUTHORITY THIS AGREEMENT is made and entered into in the State of Washington by and among the municipal corporations organized and existing under the Constitution or laws of the State of Washington, hereinafter collectively referred to as "Member Cities" or "Cities and individually as "Member City" or "City" which are parties signatory to this Agreement and listed in Appendix A, which is attached hereto and made a part hereof Said Cities are sometimes referred to herein as "parties" RECITALS Page 1 WHEREAS, Ch. 48 62 RCW provides that two or more local governmental entities may, by interlocal agreement, jointly purchase insurance, jointly self insure, and /or jointly hire risk management services for any authorized purpose by any one or more of certain specified methods, and, WHEREAS, each of the parties to this Agreement desires to join together with the other parties for the purpose of pooling their self- insured losses and jointly purchasing excess insurance and administrative services in connection with a Joint Protection Program for said parties, and, WHEREAS, it appears economically feasible and practical for the parties to this Agreement to do so, NOW, THEREFORE, for and in consideration of all of the mutual benefits, covenants and agreements contained herein, the parties hereto agree as follows ARTICLE I Definitions The following definitions shall apply to the provisions of the Agreement: (a) "Authority" shall mean the Washington Cities Insurance Authority created by this Agreement. (b) "Board of Directors" or "Board" shall mean the governing body of the Authority (c) "Claims" shall mean demands made against the Authority arising out of occurrences which are within the Authority's Joint Protection Program as developed by the Board of Directors. (d) "Excess Insurance" shall mean that insurance purchased on behalf of the Authority to protect the funds of the Authority against catastrophes or an unusual frequency of losses during a single year WCIA Interlocal Agreement October 1, 1991 Page 2 (e) "Executive Committee" shall mean the Executive Committee of the Board of Directors of the Authority (f) "Fiscal Year" shall mean that period of twelve months which is established as the fiscal year of the Authority (g) "Coverage" shall mean and include self- insurance through a funded program and /or any commercial insurance contract. (h) "Executive Director" shall mean that employee of the Authority who is appointed by the Board of Directors, and responsible for the management and administration of the Joint Protection Program of the Authority ARTICLE 2 Purpose This Agreement is entered into by Cities in order to provide more comprehensive and economical liability coverage, to provide for the economical and self insurance pooling of risk exposures for all forms of insurance available or required by law for municipal corporations and for which State law authorizes the formation of pooling organizations to provide such insurance, to reduce the amount and frequency of Cities losses, and to decrease the cost incurred by Cities in the handling and litigation of claims This purpose shall be accomplished through the exercise of the powers of Cities jointly in the creation of a separate entity, the Washington Cities Insurance Authority, to administer a Joint Protection Program wherein cities will jointly pool and self insure their losses and claims, and may jointly purchase excess insurance and administrative and other services including claims adjusting, data processing, risk management consulting, loss prevention, legal and related services It is also the purpose of this Agreement to provide, to the extent permitted by law, for the inclusion at a subsequent date of such additional municipal corporations organized and existing under the Constitution or laws of the State of Washington as may desire to become parties to this Agreement and members of the Authority, subject to approval by the Board of Directors. It is also the purpose of this Agreement to provide, to the extent permitted by law, that the Authority may, in the discretion of its Directors, contract with non member Cities or other municipal corporations in the State of Washington to provide, at a reasonable charge, such non member Cities or municipal corporations administrative and other services including claims adjusting, data processing, risk management consulting, loss prevention and training ARTICLE 3 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 to and signatories of this Agreement pursuant to Article 19 Each party to this Agreement also certifies that the deletion of any party from this Agreement, pursuant to Articles 20 and 21, shall not affect this Agreement nor such party's intent to contract as described above with the other parties to the Agreement then remaining WCIA Interlocal Agreement October 1, 1991 Page 3 ARTICLE 4 Term of Agreement This Agreement shall become effective on January 1, 1981, and shall continue for not less than three years until and unless terminated as hereinafter provided ARTICLE 5 Creation of Authority Pursuant to Ch. 48 62 RCW, the debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of any party to this Agreement. ARTICLE 6 Powers of Authority (a) The Authority shall have the powers common to Cities and is hereby authorized to do all acts necessary for the exercise of said common powers, including, but not limited to, any or all of the following (1) To make and enter into contracts, (2) To incur debts, liabilities or obligations, (3) To acquire, hold or dispose of property, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and governmental entities, (4) To sue and be sued in its own name, and (5) To exercise all powers necessary and proper to carry out the terms and provisions of this Agreement, or otherwise authorized by law (b) Said powers shall be exercised pursuant to the terms hereof and in the manner provided by law ARTICLE 7 Board of Directors (a) The Authority shall be governed by the Board of Directors which is hereby established and which shall be composed of one representative from each Member City who is an employee or official of that City, as appointed by the City Council, Commission, or appointing official of that City Each City Council, Commission, or appointing official in addition to appointing a member of the Board, shall appoint at least one alternate who also shall be an officer or employee of that City The alternate appointed by a City shall have the authority to attend, participate in and vote at any meeting of the Board when the regular member for whom he or she is an alternate is absent from said meeting WCIA Interlocal Agreement October 1, 1991 Page 4 (b) Each member or alternate of the Board shall be appointed for a one year term and until a successor is appointed Each member or alternate shall serve at the pleasure of the City by which he or she has been appointed as long as he or she is an officer or employee of the City (c) Each member of the Board shall have one vote ARTICLE 8 Powers of the Board of Directors The Board of Directors of the Authority shall have the following powers and functions (a) The Board may elect from its members, pursuant to Article 10 of this Agreement, an Executive Committee to which it may give authority to make and implement any decisions, including those involving the administration of the Authority, except those decisions that would require an amendment of this Agreement, under Article 26 herein. (b) The Board may review all acts of the Executive Committee, and shall have the power to modify and /or override any decision or action of the Executive Committee upon a majority vote of the entire Board of Directors (c) The Board shall review, modify if necessary, and approve the annual operating budget of the Authority (d) The Board shall receive and review periodic accounting of all funds under Article 14 and 15 of this Agreement. (e) The Board shall have the power to conduct on behalf of the Authority, all business of the Authority which the Authority may conduct under the provisions hereof and pursuant to law (f) The Board shall determine and select a Joint Protection Program for the Authority (g) The Board shall determine and select all necessary instruments of coverage to carry out the Joint Protection Program of the Authority (h) The Board shall have the authority to contract for or develop various services for the Authority, including, but not limited to claims adjusting, loss control and risk management consulting services. (1) The Board shall appoint an Executive Director of the Authority and shall receive and act upon reports of the Executive Director (j) The Executive Director shall have the power to hire such persons as the Board authorizes for the administration of the Authority, including the "borrowing" of management level employees from one or more of the Member Cities to assist in the development phase of the Joint Protection Program of the Authority, subject to the approval of the Member City Any Member City whose employee is so "borrowed" according to this provision shall be reimbursed by the Authority for that employee's time spent or services rendered on behalf of the Authority WCIA Interlocal Agreement October 1, 1991 Page 5 (k) The Executive Director shall have the general supervisory control over the day -to- day decisions and administrative activities of the Authority (I) The Board shall have such other powers and functions as are provided for in this Agreement, including, but not limited to, the power to authorize the contracts with non member Cities or municipal corporations and the "Authority to provide services to such non members as set forth in Article 2, upon such terms and conditions as the Director shall decide appropriate ARTICLE 9 Meetings of the Board of Directors (a) Meetings The Board shall provide for its regular, adjourned regular and special meetings, provided, however, that it shall hold at least one regular meeting annually (b) Minutes The Board of the Authority shall cause minutes of regular, adjourned regular and special meetings to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to each City (c) Quorum A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time A vote of the majority of those members present at a meeting shall be sufficient to constitute action by the Board ARTICLE 10 Executive Committee The Board of Directors may appoint at any time of the year during a Board meeting an Executive Committee of the Board of Directors which shall consist of an odd number of not Tess than five nor more than nine members, as determined by the Board of Directors. Two of the members of the Executive Committee shall be the President of the Board of Directors, and the Vice President of the Board of Directors, the remainder of the members, after their original election, shall be elected by the Board of Directors at the same time the officers of the Board are elected in January of each calendar year The President of the Authority, or the Vice President in his or her absence, shall serve as the Chairperson of the Executive Committee The Board of Directors may delegate any of the powers of the Board as outlined in Article 8 to the Executive Committee and may establish and delegate any other powers and duties the Board deems appropriate WCIA Interlocal Agreement October 1, 1991 Page 6 ARTICLE 11 Officers of the Authority (a) President and Vice President. The Board shall elect a President and Vice President of the Authority at its first meeting, each to hold office for one year term and until successor is elected Thereafter in January of each succeeding calendar year, the Board shall elect or re -elect the President and Vice President for the ensuing year In the event the President or Vice President so elected ceases to be a member of the Board, the resulting vacancy in the office of President or Vice President shall be filled at the next regular or special meeting of the Board held after such vacancy occurs In the absence or inability of the President to act, the Vice President shall act as President. The President, or in his or her absence, the Vice President, shall preside at and conduct all meetings of the Board and shall be a member and the Chairperson of the Executive Committee (b) Executive Director The Executive Director shall have the general administrative responsibility for the activities of the Joint Protection Program and shall appoint all necessary employees thereof (c) Treasurer The Treasurer shall be appointed by the Board and shall be a person other than the Executive Director The duties of the Treasurer are set forth in Article 14 and 15 of this Agreement. (d) Attorney The Board of Directors shall select an attorney for the Authority The attorney may be, but is not required to be, a City Attorney, from a Member City In the event the attorney is precluded from acting because of a conflict of interest or legal impediment, or for other good reason, the Board may employ independent counsel as the attorney for the Authority The attorney shall serve at the pleasure of the Board of Directors. ARTICLE 12 Coverage (a) The coverage provided for Member Cities by the Authority shall be defined by the Board and may allow or require protection for comprehensive liability, personal injury, errors and omissions, contractual liability, and such other areas of coverage as the State shall require or the Board shall determine (b) The Authority shall maintain a coverage limit for Member Cities determined by the Board of Directors to be adequate The Board may arrange purchase of a group insurance policy for Member Cities interested in obtaining additional coverage above this limit, at an additional cost to those participating Cities. (c) The Board may arrange for the purchase of any other insurance deemed necessary to protect the funds of the Authority against catastrophes. WCIA Interlocal Agreement October 1, 1991 Page 7 ARTICLE 13 Development of the Joint Protection Program (a) As soon as practicable after the effective date of this Agreement, but prior to the effective date of the Joint Protection Program, the Board of Directors shall adopt the Authority's Joint Protection Program, including the coverage provided for in Article 12, the amount of initial assessment, the precise cost allocation plan and formula, the pro forma financial statement of the Authority, and the amount and type of excess insurance which may be procured (b) The Joint Protection Program provided by the Authority shall extend to all city department operations except transit, aviation and hospitals, unless otherwise excluded by the Board of Directors. (c) The initial assessment for each City shall be determined by the Board, in its discretion, based upon a fair formula which may consider, but not be limited to, total City worker hours, total City payroll, administrative experience of the City, the previous loss experience of the City, the liability risks of the City and the costs to the Authority of adding the City as a member (d) The cost allocation plan and formula adopted by the Board shall provide for an adjustment in the Member Cities' assessments at the end of the first year of operation, and annually thereafter, in order to produce an assessment for the following year for each City shall consider, but not be limited to, the following (1) That amount of losses borne individually by the City, as determined by the Board, d (2) The City's share of pooled losses and other expenses, as determined by the Board, and (3) The City's contribution to a catastrophe fund and reserves for incurred- but -not- reported losses, and amount of such fund and reserves to be determined by the Board. (e) The Board may at any time make additional assessment adjustments to correct any fund deficit as the Board deems necessary to maintain the financial integrity of the Authority (f) The Board shall adopt criteria for determining each City's annual share of pooled losses, expenses and contribution to a catastrophe fund which may include the City's payroll as compared to the total payroll of all Member Cities, the City's individual loss experience, and such other criteria as the Board may determine to be relevant. (g) The annual readjustment of the amount of assessment shall be made and notices for readjusted assessment amounts and the next year's assessments shall be distributed at least ninety (90) days prior to the close of each fiscal year This assessment amount, together with any readjusted amount due under paragraph (c) above, shall be due and payable on or before fifteen (15) days after the beginning of the fiscal year (h) Inasmuch as some Member Cities may experience an unusual frequency of losses during a single fiscal year, which could increase their final assessment substantially for that year and cause budgetary problems, the Board may provide for payment of a portion of WCIA Interlocal Agreement October 1, 1991 Page 8 such assessment to be made over a period of time, not to exceed three years, plus reasonable interest. ARTICLE 14 Accounts and Records (a) Annual Budget. The Authority shall annually adopt an operating budget, pursuant to Article 8(c) of this Agreement. (b) Funds and Accounts The Authority shall establish and maintain such funds and accounts as may be required by state law and proper accounting practices. Books and records of the Authority shall be in the hands of the Treasurer and shall be open to any inspection at all reasonable times by representatives of Member Cities (c) Executive Director's Report. The Executive Director, within one hundred and twenty (120) days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Board and to each Member City (d) Annual Audit. The Board may provide for a certified, annual audit of the accounts and records of the Authority such audit shall conform to generally accepted auditing standards. When such an audit of the accounts and records is made by a Certified Public Accountant, a report thereof shall be filed as a public record with each of the Member Cities. Such report shall be filed within six (6) months of the end of the year under examination. (e) Costs Any costs of the audit, including contracts with, or employment of, Certified Public Accountants, in making an audit pursuant to this Article, shall be borne by the Authority and shall be considered included within the term "administrative costs" ARTICLE 15 Responsibility for Monies (a) The Treasurer of the Authority shall have the custody of and disburse the Authority's funds subject to Board approval. He or she shall have the authority to delegate the signatory function to such persons as are authorized by the Board (b) A bond in the amount set by the Board, as outlined by State RCW shall be required of all officers and personnel authorized to disburse funds of the Authority, such bond to be paid for by the Authority (c) The Treasurer's duties shall include (1) Receive and receipt for all money of the Authority and place it in the treasury to the credit of the Authority; (2) Be responsible upon his or her official bond for the safekeeping and disbursement of all of the Authority's money so held by him or her; (3) Pay, when due, out of money of the Authority so held by him or her, all sums payable on outstanding debts of the Authority; WCIA Interlocal Agreement October 1, 1991 Page 9 (4) Pay any other sums due from the Authority money only upon request for payment signed by the President of the Board or the Executive Director The Board may designate an alternate signature for each, and (5) Verify the report in writing on the first day of July, October, January and April of each year to the Authority and to Member Cities the amount of money held for the Authority, the amount of receipts since the last report, and the amount paid out since the last report. ARTICLE 16 Responsibilities of the Authority The Authority shall perform the following functions in discharging its responsibilities under this Agreement: (a) Provide coverage by whatever means and methods the Board deems appropriate, including but not limited to a self- insurance fund and commercial insurance, as well as excess coverage and umbrella insurance, by negotiation or bid, and purchase, as necessary (b) Assist Cities in obtaining insurance coverages for risks not included within the basic coverage of the Authority (c) Assist each City's assigned risk manager with the implementation of that function within the City (d) Provide Toss prevention and safety and consulting services to Cities as required. (e) Provide claims adjusting and subrogation services for claims covered by the Authority's Joint Protection Program (f) Provide loss analysis by the use of statistical analysis, data processing, and record and file- keeping services, in order to identify high exposure operations and to evaluate proper levels of self- retention and deductibles. (g) Provide for Cities, as needed, a review of their contracts to determine sufficiency of indemnity and insurance provisions. (h) Conduct risk management audits to review the participation of each City in the program. The audit shall be performed by the Executive Director, or, at the discretion of the Board, an independent auditor may be retained by contract to conduct the audits (i) The Authority shall have such other responsibilities as deemed necessary by the Board of Directors in order to carry out the purposes of this Agreement. ARTICLE 17 Responsibilities of Member Cities Member Cities shall have the following responsibilities WCIA Interlocal Agreement October 1, 1991 Page 10 (a) The City Council, Commission, or appointing official of each City shall appoint a representative and at least one alternate representative to the Board of Directors, pursuant to Article 7 of this Agreement. (b) Each City shall appoint an employee of the City to be responsible for the risk management function within that City, and to serve as a liaison between the City and the Authority as to risk management. (c) Each City shall maintain an active safety officer and /or committee, and shall consider all recommendations of the Authority concerning the development and implementation of a loss control policy to prevent unsafe practices. (d) Each City shall maintain its own set of records, as a loss log, in all categories of loss to insure accuracy of the Authority's loss reporting system. (e) Each City shall pay its assessment and any readjusted assessment promptly to the Authority when due After withdrawal or termination, each City shall pay promptly to the Authority its share of any additional assessment and accrued interest at a rate determined by the Board when and if required of it by the Board under Article 22 or 23 of this Agreement. (f) Each City shall 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. (g) Each City shall in any and all ways cooperate with and assist the Authority, and any insurer of the Authority, in all matters relating to this Agreement and covered losses, and will comply with all by -laws, rules and regulations adopted by the Board of Directors. ARTICLE 18 Interim Period and Effective Date of Program (a) Interim Period. Once this Agreement has been initially signed, the estimated deposit charge for each City shall be developed and presented to each City by written notice Each City shall have thirty (30) days from the receipt of such notice to withdraw from the Agreement. After the end of this thirty (30) day period, and prior to December 1, 1980, each City's actual deposit charge shall be determined. Each City which signed the Agreement shall be bound thereby unless the actual deposit charge for the first year exceeds the estimated deposit charge in the written notice If the actual deposit charge exceeds the estimated deposit charge, a Member City may nevertheless, elect to proceed with its participation in the Joint Protection Program by informing the Authority, in writing, of its decision to that effect. (b) Effective Date After each City's actual deposit charge for the first year has been determined, written notice to that effect shall immediately be given to all Cities. The Joint Protection Program shall become effective thirty (30) days from the date of such notice (c) Joint Protection Program. After this Agreement becomes effective, the Authority shall develop the details of the Joint Protection Program more fully described in Article 12 and 13 of this Agreement. WCIA Interlocal Agreement October 1, 1991 Page 11 ARTICLE 19 New Members After the effective date of the Joint Protection Program is established by the Authority, according to the provisions of Article 18, additional Cities shall not be permitted to become signatories to this Agreement, or to enter the Joint Protection Program, during the first year of operation Following the first year of operation, the Authority shall allow entry in the program of new members approved by the Board at such time during the year as the Board deems appropriate Cities entering under this Article will be required to pay their share of organizational expenses as determined by the Board, including those necessary to analyze their Toss data and determine their assessment. ARTICLE 20 Withdrawal and Cancellation (a) City Withdrawal From Authority Membership (1) A Member City may withdraw as a party to this Agreement pursuant to requirements of Article 18 (2) A Member City which signs the Agreement and enters the Joint Protection Program pursuant to Article 18 may not withdraw as a party to this Agreement and as a member of the Authority for a three -year period commencing on the effective date of the Joint Protection Program, as determined by Article 18. (3) After the initial three -year non cancelable commitment to the program, a Member City may withdraw from membership only at the end of any fiscal year of the Authority, provided it has given the Authority twelve months prior written notice of its intent to withdraw from this Agreement. Such notice shall be hand carried or mailed to the offices of the Authority by certified mail. (4) Withdrawal of membership will result in automatic cancellation of such Member City's participation in the Joint Protection Program, any excess insurance and any other programs offered by the Authority effective the date of withdrawal. Further, the Authority reserves the right to non -renew said withdrawing Member City's coverage in any Authority program during such City's notice period (b) Authority Termination of City Membership (1) The Authority shall have the right to terminate any City's membership in the Authority at any time Such Termination of Membership shall be upon a majority vote of the Board of Directors present at a full Board meeting where such motion for termination of membership is presented A City's termination of membership shall become effective no later than sixty (60) days after the date such motion is passed, but in no event shall membership extend beyond the last day of coverage in the current Authority program in which said City is a participant. WCIA Interlocal Agreement October 1, 1991 Page 12 (2) For purposes of this section, Membership in the Authority consists of a Member City's right to have a representative on the Board of Directors and to vote on Board matters, and the right to participate or receive coverage in any Joint Protection Program, self- insured retention or excess insurance program, and to utilize any Authority services or programs (3) The Authority shall notify a City in writing of its intent to vote on a motion for Termination of Membership of the City at least 30 days before the meeting at which the motion is to be voted upon. The notification shall include reasons for the proposed Termination of Membership The affected City has the right to be represented at the meeting where the motion for Termination of Membership is to be voted upon and will be provided an opportunity to address the Board members present if they so choose. ARTICLE 21 Cancellation of Coverage (a) The Authority shall have the right to cancel any Member City's participation in any coverage program offered by or through the Authority The terms of such cancellation of coverage will be specified in each of the coverage documents for the Authority's various programs, except that excess coverage in any program shall automatically cancel effective the date of cancellation of its self- insured coverage Further coverage in all Authority programs shall cease effective the date of Member City's voluntary withdrawal of membership from the Authority (b) The Authority may cancel any Member City's participation in any coverage program offered by or through the Authority without termination of the Member City's membership in the Authority However, any City whose Membership in the Authority has been terminated pursuant to Article 20(B) shall automatically be canceled from participation in all coverage programs offered by or through the Authority as of the effective date of termination of membership ARTICLE 22 Effect of Withdrawal (a) The withdrawal of any City from this Agreement shall not terminate the same and no City by withdrawing shall be entitled to payment or return of any assessment, consideration of property paid, or donated by the City to the Authority, or to any distribution of assets. (b) The withdrawal of any City after the effective date of the Joint Protection Program shall not terminate its responsibility to contribute its share of funds to any fund or program created by the Authority until all claims, or other unpaid liabilities, covering the period the City was signatory hereto have been finally resolved and a determination of the final amount of payments due by the City or credits to the City for the period of its membership has been made by the Board of Directors In connection with this determination, the Board may exercise similar powers to those provided for in Article 23(c) of this Agreement. WCIA Interlocal Agreement October 1, 1991 Page 13 ARTICLE 23 Termination and Distribution (a) This Agreement may be terminated any time during the first three noncancelable years by the written consent of all Member Cities, and thereafter by the written consent of three fourths of the Member Cities, 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 (b) Upon termination of this Agreement, all assets of the Authority shall be distributed only among the parties that have been Members of the Joint Protection Program, including any of those parties which previously withdrew pursuant to Article 20 or 21 of this Agreement, in accordance with and proportionate to their cash (including assessment) payments and property (at market value when received) contributions made during the term of this Agreement. The Board shall determine such distribution within six months after the last pending claim or loss covered by this Agreement has been finally disposed of (c) The Board is vested with all powers of the Authority for the purpose of winding up and dissolving the business affairs of the Authority These powers shall include the power to require Member Cities, including those which were Member Cities at the time the claim arose or at the time the loss was incurred, to pay their share of any additional amount of assessment deemed necessary by the Board for final disposition of all claims and losses covered by this Agreement. A City's share of such additional assessment shall be determined on the same basis as that provided for annual assessments in Article 13(d) and (e) of this Agreement, and shall be treated as if it were the next year's annual assessment for that City, subject to the limits described in Article 13(h) of this Agreement. ARTICLE 24 Provisions for By -Laws and Manual As soon as practicable after the first meeting of the Board of Directors, and within the first twelve months of the Authority's existence, the Board shall cause to be developed Authority By -Laws and a policy and procedure manual to govern the day -to -day operations of the Authority Each Member City shall receive a copy of any By -Laws, policy statement or manual developed under this Article ARTICLE 25 Notices Notices to Member Cities hereunder shall be sufficient if mailed to the office of the City Clerk of the respective Member City WCIA Interlocal Agreement October 1, 1991 Page 14 ARTICLE 26 Amendment This Agreement may be amended at any time by the written approval of two- thirds of all City Councils or Commissions of Cities signatory to it, or by an amendment adopted in the manner provided for in the By -Laws ARTICLE 27 Prohibition Against Assignment No City may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any City shall have any right, claim or title to any part, share, interest, fund, assessment or asset of the Authority ARTICLE 28 Agreement Complete The foregoing constitutes the full and complete Agreement to the parties. There are no oral understandings or agreements not set forth in writing herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by Authorized officials thereof on the date indicated in the appropriate Appendix. EVIDENCE d0 fNSURA PRODUCER ROBERT F DRIVER COMPANY INC P 0 BOX 6450 NEWPORT BEACH CA 92658 -6450 Ph (949) 756 -0271 Fax (949) 756 -2713 LICENSE NO 0084379 CODE SUB -CODE COVERAGE INFORMATION FOR EVIDENCE ONLY G: \JPA UNITN P X\ CERTIFICATES \WCIA \2002 -2003 PROPERTY \02 -03 WCIA PROPERTY PRIMARY.DOC 9/16/02 THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED IS IN FORCE, AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY COMPANY INSURED NATIONAL PUBLIC ENTITY EXCESS PROGRAM MEMBER. WASHINGTON CITIES INSURANCE AUTHORITY AND ITS MEMBER: CITY OF TUKWILA 0/0 P 0 BOX 1165 RENTON, WA 98057 PROPERTY INFORMATION LOCAAS PER SCHEDULE OF LOCATIONS WITH THE INSURANCE COVERAGE PERILS FORMS ALL RISKS OF DIRECT PHYSICAL LOSS OR DAMAGE. PER OCCURRENCE LOSS LIMIT SUBJECT TO SUB LIMITS AND AGGREGATES EARTHQUAKE PER OCCURRENCE AND ANNUAL AGGREGATE. LOAN NUMBER FLOOD PER OCCURRENCE AND ANNUAL AGGREGATE. BUILDERS RISK/COURSE OF CONSTRUCTION (INCLUDING NEW FOR PROJECT VALUES) REMARKS {Including Special Conditions) *EXCEPT 10 DAYS FOR NON PAYMENT OF PREMIUM AS PER SCHEDULE ATTACHED NATURE OF INTEREST MORTGAGEE EFFECTIVE DATE (MM /DD/YY) 09/01 /02 THIS REPLACES PRIOR EVIDENCE DATED: COMPANY AND ROBERT F DRIVER ASSOCIATES PLEASE REFER TO THE POLICY FOR SPECIFIC TERMS, CONDITIONS AND EXCLUSIONS. Note additional deductibles: Flood: except $250,000 per occurrence in flood Zone A or within 100 year flood area special flood endorsement for the Lexington Policy only per the attached Vehicles, Property Damage /Collision Damage $50,000 Fine Arts $50,000 per occurrence Earthquake or Flood. Specially Trained Animals $1 000 per occurrence. $500 000 per occurrence for tunnels, bridges, dams, catwalks (except those not for public use), roadway highways, streets, sidewalks, culverts, streetlights and traffic signals unless a specific value has been declared CANCELLATION THE POLICY IS SUBJECT TO THE PREMIUMS FORMS AND RULES IN EFFECT FOR EACH POLICY PERIOD SHOULD THE POLICY BE TERMINATED THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW '30 DAYS WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW ADDITIONAL INTEREST NAME AND ADDRESS LOSS PAYEE 1 438 BFU SIGNATURE OF AUTHORIZED AGENT OF COMPANY POLICY NUMBER VARIOUS PER ATTACHED EXPIRATION DATE (MM /DD /YY) 09/01/03 AMOUNT OF INSURANCE 250 000 25 000 000 ISSUE DATE (MM /DD /YY) 10 000 000 C (OTHER) EVIDENCE ONLY CONT UNTIL TERMINATED :III IF CHECKED ADDITIONAL INSURED DEDUCTIBLE $250,000 each every occurrence n 5% Per Unit of Insurance (Real Property Personal Property Time Element) 10% on Pre 1940 Biuldings Subject to $100,000 Min. per Member Earthquake Shock occurrence 250 000 000 $250,000 each every occurrence $10,000 Course of Construction All Perils except Earthquake Flood. 9/16/02 9:19 AM Company Insurina Comoanies of: $95,000,000 excess $5,000,000 P E P I P -YEAR 4 -(WCIA) DOMESTICS ONLY Washington Cities Insurance Authority (WCIA) ESSEX INSURANCE CO C/0 MARKEL COMMONWEALTH INSURANCE CO. Insurino Insurance Comoanies of: 1) $45,000,0000 excess $5,000,000 primary Insurina Companies of: $50.000.000 excess $50.000.000 WESTCHESTER SURPLUS INSURANCE 0/0 ACE ALL Insurance Period: 9/1/02 to 9/1/03 SCHEDULE OF INSURANCE COMPANIES (Al EXCESS DOMESTICS ONLY Policy Reins. Certificate Participation Insurina Companies of: $5.000.000 Primary Excludino Earthouake in California WESTCHESTER SURPLUS INSURANCE 0/0 ACE WPL 661502 -0 100.00% Subtotal A 100.00% EPEP 10022 US 4003 WESTCHESTER SURPLUS INSURANCE C/0 ACE WXL 665823 -0 Great American Assurrance Company 0/0 American Custom CPP 590 5366 LEXINGTON INS. CO C/0 WESTERN RISK SPECIALIST INC. 747 3144 Commercial Underwriters Ins. 00.0 /0 WESTERN RISK SPECIALIST INC. CU 747 3144 Subtotal C -2 WXL 665823 -0 SUBTOTAL 245 X 5 Subtotal B 2 5.00% 5.00% 10.00% 13.30% 10.00% 13.33% 8.87% 45.50% 8.00% Subtotal D -2 8.00% Insurino Companies of: $150.000.000 excess $100.000.000 Royal Surplus Lines Insurance Company K2HD 406 186 25.00% Subtotal E -2 25.00% Insurina Companies of: $250,000,000 excess $250,000,000 (All Flood Sublimited at 6250.000.000 or less 1 Excludina Earthouake and EOSL/Excludina Floodl Royal Surplus Lines Insurance Company K2HD 406 188 100.00% Subtotal G 100.00% 9/16/02 9:19 AM Company Reinsurina Comoanies of: $95,000,000 excess $5,000,000 Reinsurina Syndicates Numbers of: $45,000,000 excess $5,000,000 Reinsurina Syndicates Numbers of: $50,000,000 excess $50,000,000 P E P I P -YEAR 4 (WCIA) OVERSEAS ONLY Washington Cities Insurance Authority (WCIA) Insurina Comoanies of: 55.000.000 Primary Excludina Earthauake in California WESTCHESTER SURPLUS INSURANCE C/O ACE #TBD Subtotal A MUNICH AMERICAN RISK PARTNERS Reinsurance Period: 9/1/02 to 9/1/03 SCHEDULE OF REINSURANCE COMPANIES (B) Wellington Underwriting Syn 2020 LU 023 1235/18 9.90% F R White and Others Syn 190 LU 023 1235/18 7.65% MAP Underwriting Syn 2791 LU 023 1235/18 2.70% HISCOX LU 023 1235/18 2.25% HANOVER RE LU 0231307/18 2.00% AXIS LU 0231307/18 2.50% KILN SYNDICATE LU 0231238/18 2.50% Subtotal C 1 29.50% FARADAY LU 023 1236/18 20.000% MUNICH AMERICAN RISK PARTNERS LU 023 1278/18 10.000% HISCOX LU 023 1236/18 5.000% KILN LU 023 1236/18 1.500% R A Stuchb R A Stuchbery-Syn 1096 LU 023 1236/18 8.500% HAR -2000 LU 023 1236/18 1.000% RTH 1414 LU 023 1236/18 5.000% MONTPELIER RE LU 023 1287/18 9.000% Subtotal D 1 60.000% Reinsurina Syndicates Numbers of: $150.000.000 excess $100.000.000 WELLINGTON LU 023 1237/18 15.00% F.R. WHITE LU 023 1237/18 8.80% FARADAY LU 023 1237/18 8.80% MAP LU 023 1237/18 2.64% MUNICH AMERICAN RISK PARTNERS LU 023 1279/18 10.00% KILN LU 023 1237/18 1.76% MONTPELIER RE LU 0231288/18 10.00% HANOVER RE LU 0231308/18 6.00% AXIS LU 023 1308/18 5.00% Subtotal E 1 68.00% Reinsurina Syndicates Numbers of: 5200.000.000 excess 550.000,000 All Earthouake is excluded ACE GLOBAL MARKETS Policy Reins. Certificate Participation 100.00% 100.00% LU 023 1277/18 15.00% Subtotal B 1 15.00% LU 023 1299/18 7.00% Subtotal F 7.00% Flood Deductible Special Flood Endorsement 1 With respect to locations wholly or partially within Special Flood Hazard Areas (SFHA), areas of 100 -year flooding, as defined by the Federal Emergency Management Agency (if these locations are not excluded elsewhere in this policy with respect to the peril of flood), the deductible shall be 5% of the TIV at each location involved in Toss or damage, subject to a minimum of $1,000,000 any one occurrence 2 With respect to Named Storms (a storm that has been declared by the National Weather Service to be a Hurricane, Typhoon, Tropical Cyclone or Tropical Storm), the deductible shall be 5% of the TIV at each location involved in loss or damage, subject to a minimum of $100,000 any one occurrence 3 With respect to any other flood loss or damage the deductible shall be 5% of the TIV at each location involved in Toss or damage, subject to a minimum of $25,000 any one occurrence and a maximum of $100,000 any one occurrence Lexington 2002 "Flood Named Storm" Deductible must: WASHINGTON CITIES INSURANCE AUTHORITY CONTRACT -1- 15215 52nd Ave. South, Suite 10 Tukwila, WA 98188 (206) 764-6471 S6k1N 443 -6471 WHEREAS, Washington Cities Insurance Authority (WCIA) has entered into a Group Retrospective Rating Plan as provided under the provisions of RCW 51.16.035 et. seq., with the Washington State Department of Labor and Industries, said Plan being Plan B with a 1.45 Maximum Premium Ratio for the period April 1, 1988 to April 1, 1989, and; WHEREAS, the undersigned City (City) has been accepted for participation in the group to share in the benefits to be achieved by virtue of said Plan. NOW, THEREFORE, it is hereby understood and agreed by and between the parties hereto as follows: 1. Eligibility Participants in the program a. Be a member in good standing of Washington Cities Insurance Authority. b. Maintain a current and active workers' compensation account with the Department of Labor and Industries. c. Have a loss profile compatible with the remainder of the group. d. Agree to comply with an active safety program as devised by WCIA and the other cities participating in the program aimed at reducing losses and maintaining a favorable loss profile. e. Keep current its payment of Labor and Industries assessments and penalties and WCIA assessments under the program. f. Comply with all the terms of this contract. 2. Jpa ensea City agrees to pay its pro rata share of administrative expenses prior to Plan inception and all future pro rata shares of administrative expenses within 60 days of billing. 3. mounds /Recaptures City agrees that any retrospective premium returns (refunds) will be held in trust until the final adjustment has been made for this plan year. Any premium recaptures will be paid out of the trust fund. At such time as the final adjustment has been made, distribution will be made to participating cities using the formula shown on Attachment A, attached hereto and made a part hereof. Interest earned on the trust fund account will be distributed, held, or applied toward administrative costs at the direction of the participants. 4. Retrospective Penalties In the event WCIA is assessed a penalty by Labor and Industries, group members will be invoiced to a maximum of forty -five percent (45 of their plan year premium. The formula for retrospective penalties is shown on Attachment A, attached hereto and made a part hereof. 5. Failure to Pay Failure of a city to promptly pay its original premium to the Department, its pro rata share of administrative expenses, or retrospective penalty assessment entitles WCIA to withhold any monies credited to city in the trust fund to satisfy city's debt. City may be barred from participating in future retrospective rating plans by two thirds vote of the plan year participating cities without cause having to be stated or proven. 6. agency City hereby appoints WCIA to act as its agent in matters pertaining to industrial insurance pursuant to this Retrospective Rating Agreement. 7. Information _Weans City hereby authorizes Department of Labor and Industries of the State of Washington to release any and all information pertaining to industrial insurance, experience, and files of the city to WCIA. 8. Po Liability to State WCIA disclaims any liability to the state for any premiums or penalties owed by any city to the state. City acknowledges that WCIA assumes no liability to the state for payments of premiums or penalties owed by the City to the state with the exception of retro penalties owed the state as provided in Paragraph 4. 9. The text herein shall constitute the entire agreement between the parties and supersedes any other oral or written agreement of any kind. -2- If any provision, or any portion thereof, contained in this Agreement is held to be unconstitutional, invalid, or unenforceable, the remainder of this agreement or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect. Executed by duly authoriz�eed representative$ of the parties to this Agreement this S�`� day of LA- 1988. Title: M 0- L4 c 171,k wi10_ Washington Cities Insurance 1 City //,7 .-t ��,r 7 7 B _"/ci�46sz,� (i Jj Title: -3- Example: Standard lac.rred City_ Premien Losses Example:. 1 -a City A 1 8 C 0 E TOTAL 1 ATTACHMENT A FORMULA FOR RETROSPECTIVE REFUNDS Only cities having individual loss ratios equal to or less than the break -even loss ratio for the group (determined by Labor Industries) will share in retrospective refunds for any policy year. Division of the refund among qualifying member cities will be made in proportion to a weighted index consisting of (1) each member's standard premium (2) the retrospective premium credit (if any) sash member would receive on an individual basis under the plan and (3) the maximum premium ratio for the group. 1 52,000 3,100 .060 All 8 35,000 0 8. .096 C 16,000 00,000 1.21ta 1 47,000 46,500 .886* 1 1 42.000 1.400 .033 .866 M 10TAL 142.000 131.000 .S41 .223 i •City losses higher than break -even PLAN 6 RAIIRON FRENIVI RATIO: 1.50 BREAK -EVER LOSS RATIO: .818 RETRO P E11111: $1110,131.00 REM: 81,005.00 (1) Basic Loss ladi,id.al Proportion Lass Peonies Comfiest*, Retro Retro Total of Shari Ratio factor Factor Premium Credit (2) (S) (9) R _PORMIILR !OR RETROSPECTIVE PENRLTIEB Each member of the group will share any retrospective penalty due. A retrospective premium will be calculated for each member, using factors provided by the Department of Labor Industries. The individual retrospective premium will be totaled for all members and the proportion of the total assessment will be calculated, subject to a maximum payment by members equal to the maximum premium ratio for the group minus 1.000 times the members' standard premium. (2) (3) Steadied :,tarred Petioles Losses 48,000 12,000 32,000 4,000 00,000 53,000 39,000 900 38,000 160,000 217000 230000 .2117 43,034 .104 31,360 x 1 1 1 .134 36.5110 .777 t ratio for g r oup PLAN 8 RAIINWI PRER110 RATIO: 1.50 (4) Basic Prosiest Factor 8,166 3,640 1 1 5,440 (1) (2) (7) Loss 1adivid.al Properties Cea,srsien Retro of Factor Premise ___1!) .644 .156 42,384 .1947 .904 .096 26,312 .1346 .811 .189 68.677 .2695 .877 .123 34,314 .1576 .877 .123 S3.006 .2436 .291 i .709 !see `olw 4 217,893 individual 226,217 veep 80,166 .4114 33 38,640 .2642 21 1 1 1 1 47 440 .3244 16 146 ,146 1461 J 81 (6) Share of Add. Presley Des 1,714 1,242 2,464 1,453 2.244 0.217 INTERLOCAL AGREEMENT CREATING THE WASHINGTON CITIES INSURANCE AUTHORITY I hereby certify this copy of the Interlocal Agreement creating the Washington Cities Insurance Authority to be full and complete .,)/:;2/ n C .r 1fl i It DATE Ap1HORITY SECRETARY Subscribed and sworn to before me this ,2" day of =z-- _u 1988 d Notary ?Public in and /for th'' State '6 of Washington residing in deral Way Recitals ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 7 ARTIC1E 8 ARTICLE 9 ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 ARTICLE 16 ARTICLE 17 ARTICLE 18 I ARTICLE 19 N TABLE OF CONTENTS Definitions Purposes Parties to Agreement Term of Agreement Creation of Authority Powers of Authority Board of Directors Powers of the Board of Directors Meetings of the Board of Directors Executive Committee Officers of the Authority Insurance Coverage Development of the Joint Protection Program Accounts and Records Responsibility for Monies Responsibilities of the Authority Responsibilities of Member Cities nterim Period and Effective Date of Program ew Members ARTICLE 20 Withdrawal and Cancellation ARTICLE 21 Cancellation of Coverage ARTICLE 22 Effect of Withdrawal PAGE 1 1 -2 2 -3 3 3 3 4 4 16 5 -6 6 6 -7 7 8 8 -9 9 -10 10 -11 11 -12 12 13 13 14 -15 15 ARTICLE 23 Termination and Distribution 16 -17 ARTICLE 24 Provisions for By -Laws and Manual 17 ARTICLE 25 Notices 17 ARTICLE 26 Amendment 17 ARTICLE 27 Prohibition Against Assignment 18 ARTICLE 28 Agreement Complete 18 INTERLOCAL AGREEMENT: CREATING THE WASHINGTON CITIES INSURANCE AUTHORITY RECITALS ARTICLE I Definitions 1 THIS AGREEMENT is made and entered into in the State of Washington by and among the municipal corporations organized and existing under the Constitution or laws of the State of Washington, hereinafter collectively referred to as "Member Cities" or "Cities and individually as "Member City" or "City" which are parties signatory to this Agreement and listed in Appendix A, which is attached hereto and made a part hereof. Said Cities are sometimes referred to herein as "parties WHEREAS, Ch. 48.62 RCW provides that two or more local governmental entities may, by Interlocal Agreement, provide insurance for any purpose by any one or more of certain specified methods, and; WHEREAS, each of the parties to this agreement desires to join together with the other parties for the purpose of pooling their self insured losses and jointly purchasing excess insurance and administrative services in connection with a Joint Protection Program for said parties, and; WHEREAS, it appears economically feasible and practical for the parties to this Agreement to do so; NOW, THEREFORE, for and in consideration of all of the mutual benefits, covenants and agreements contained herein, the parties hereto agree as follows: The following definitions shall apply to the provisions of the Agreement: (a) "Authority" shall mean the Washington Cities Insurance Authority created by this Agreement 2 (b) "Board of Directors" or "Board" shall mean the governing body of the Authority (c) "Claims" shall mean demands made against the Authority arising out of occurrences which are within the Authority's Joint Protection Program as developed by the Board of Directors (d) "Excess Insurance" shall mean that insurance purchased on behalf of the Authority to protect the funds of the Authority against catastrophes or an unusual frequency of losses during a single year (e) "Executive Committee" shall mean the Executive Committee of the Board of Directors of the Authority. (f) "Fiscal Year" shall mean that period of twelve months which is established as the fiscal year of the Authority. (g) "Insurance" shall mean and include self- insurance through a funded program and /or any commercial insurance contract. (h) "Executive Director" shall mean that employee of the Authority who is appointed by the Board of Directors, and responsible for the management and administration of the Joint Protection Program of the Authority. ARTICLE 2 Purpose This agreement is entered into by Cities in order to provide more comprehensive and economical liability coverage, to provide for the economical and self insurance pooling of insurance coverage for all forms of insurance available or required by law for municipal corporations and for which State law authorizes the formation of pooling organizations to provide such insurance, to reduce the amount and frequency of Cities losses, and to decrease the cost incurred by Cities in the handling and litigation of claims. This purpose shall be accomplished through the exercise of the powers of Cities jointly in the creation of a separate entity, the Washington Cities Insurance Authority, to administer a Joint Protection Program wherein Cities will pool their losses and claims, jointly purchase excess insurance and administrative and other services including claims adjusting, data processing, risk management consulting, loss prevention, legal and related services. It is also the purpose of this Agreement to provide, to the extent permitted by law, for the inclusion at a subsequent date of such additional municipal corporations organized and existing under the Constitution or laws of the State of Washington as may desire to become parties to this Agreement and members of the Authority, subject to approval by the Board of Directors. It is also the purpose of this Agreement to provide, to the extent permitted by law, that the "Authority" may, in the discretion of its Directors, contract with non member Cities or other municipal corporations in the State of Washington to provide, at a reasonable charge, such non member Cities or municipal corporations administrative and other services including claims adjusting, data processing, risk management consulting, loss prevention and training ARTICLE 3 ARTICLE 4 ARTICLE 5 3 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 to and signatories of this Agreement pursuant to Article 19 Each party to this Agreement also certifies that the deletion of any party from this Agreement, pursuant to Articles 20 and 21, shall not affect this Agreement nor such party's intent to contract as described above with the other parties to the Agreement then remaining Term of Agreement This Agreement shall become effective on January 1, 1981, and shall continue for not less than three years until and unless terminated as hereinafter provided. Creation of Authority Pursuant to Ch 48 62 RCW the debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of any party to this Agreement. ARTICLE 6 Powers of Authority (a) The Authority shall have the powers common to Cities and is hereby authorized to do all acts necessary for the exercise of said common powers, including, but not limited to, any or all of the following. 1) To make and enter into contracts; 2) To incur debts, liabilities or obligations; 3) To acquire, hold or dispose of property, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and governmental entities; 4) To sue and be sued in its own name; and 5) To exercise all powers necessary and proper to carry out the terms and provisions of this Agreement, or otherwise authorized by law (b) Said powers shall be exercised pursuant to the terms hereof and in the manner provided by law. ARTICLE 7 Board of Directors (c) Each member of the Board shall have one vote 4 (a) The Authority shall be governed by the Board of Directors which is hereby established and which shall be composed of one representative from each Member City who is an employee or official of that City, as appointed by the City Council, Commission, or appointing official of that City Each City Council, Commission, or appointing official in addition to appointing a member of the Board, shall appoint at least one alternate who also shall be an officer or employee of that City. The alternate appointed by a City shall have the authority to attend, participate in and vote at any meeting of the Board when the regular member for whom he or she is an alternate is absent from said meeting (b) Each member or alternate of the Board shall be appointed for a one year term and until a successor is appointed Each member or alternate shall serve at the pleasure of the City by which he or she has been appointed as long as he or she is an officer or employee of the City ARTICLE 8 Powers of the Board of Directors 5 The Board of Directors of the Authority shall have the following powers and functions: (a) The Board may elect from its members, pursuant to Article 10 of this Agreement, an Executive Committee to which it may give authority to make and implement any decisions, including those involving the administration of the Authority, except those decisions that would require an amendment of this Agreement, under Article 26 herein (b) The Board may review all acts of the Executive Committee, and shall have the power to modify and /or override any decision or action of the Executive Committee upon a majority vote of the entire Board of Directors. (c) The Board shall review, modify, if necessary, and approve the annual operating budget of the Authority. (d) The Board shall receive and review periodic accounting of all funds under Article 14 and 15 of this Agreement. (e) The Board shall have the power to conduct on behalf of the Authority all business of the Authority which the Authority may conduct under the provisions hereof and pursuant to law (f) The Board shall determine and select a Joint Protection Program for the Authority. (g) The Board shall determine and select all necessary insurance, including excess insurance, necessary to carry out the Joint Protection Program of the Authority. (h) The Board shall have the authority to contract for or develop various services for the Authority, including, but not limited to claims adjusting, loss control and risk management consulting services. (i) The Board shall appoint an Executive Director of the Authority and shall receive and act upon reports of the Executive Director. (j) The Executive Director shall have the power to hire such persons as the Board authorizes for the administration of the Authority, including the "borrowing" of management -level employees from one or more of the Member Cities to assist in the development phase of the Joint Protection Program of the 6 Authority, subject to the approval of the Member City. Any Member City whose employee is so "borrowed" according to this provision shall be reimbursed by the Authority for that employee's time spent or services rendered on behalf of the Authority. (k) The Executive Director shall have the general supervisory control over the day -to -day decisions and administrative activities of the Authority. (1) The Board shall have such other powers and functions as are provided for in this Agreement, including, but not limited to, the power to authorize the contracts with non member Cities or municipal corporations and the "Authority to provide services to such non- members as set forth in Article 2, upon such terms and conditions as the Director shall decide appropriate. ARTICLE 9 Meetings of the Board of Directors (a) Meetings. The Board shall provide for its regular, adjourned regular and special meetings; provided, however, that it shall hold at least one regular meeting annually. (b) Minutes. The Board of the Authority shall cause minutes of regular, adjourned regular and special meetings to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to each City. (c) Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. A vote of the majority of those members present at a meeting shall be sufficient to constitute action by the Board. ARTICLE 10 Executive Committee The Board of Directors may appoint at any time of the year during a Board meeting an Executive Committee of the Board of Directors which shall consist of an odd number of not less than five nor more than nine members, as determined by the Board of Directors. Two of the members of the Executive Committee shall be the President of the Board of Directors, and the Vice President of the Board of Directors; the remainder of the members, after their original election, shall be elected by the Board of Directors at the same time the officers of the Board are elected in January of each calendar year. The President of the Authority, or the Vice President in his or her absence, shall serve as the Chairperson of the Executive Committee. The Board of Directors may delegate any of the powers of the Board as outlined in Article 8 to the Executive Committee and may establish and delegate any other powers and duties the Board deems appropriate. ARTICLE 11 7 Officers of the Authority (a) President and Vice President. The Board shall elect a President and Vice President of the Authority at its first meeting, each to hold office for one year term and until successor is elected. Thereafter in January of each succeeding calendar year, the Board shall elect or re -elect the President and Vice President for the ensuing year. In the event the President or Vice President so elected ceases to be a member of the Board, the resulting vacancy in the office of President or Vice President shall be filled at the next regular or special meeting of the Board held after such vacancy occurs. In the absence or inability of the President to act, the Vice President shall act as President. The President, or in his or her absence, the Vice President, shall preside at and conduct all meetings of the Board and shall be a member and the Chairperson of the Executive Committee. (b) Executive Director. The Executive Director shall have the general administrative responsibility for the activities of the Joint Protection Program and shall appoint all necessary employees thereof. (c) Treasurer. The Treasurer shall be appointed by the Board and shall be a person other than the Executive Director. The duties of the Treasurer are set forth in Article 14 and 15 of this agreement. (d) Attorney. The Board of Directors shall select an attorney for the Authority. The attorney may be, but is not required to be, a City Attorney, from a Member City. In the event the attorney is precluded from acting because of a conflict of interest or legal impediment, or for other good reason, the Board may employ independent counsel as the attorney for the Authority. The attorney shall serve at the pleasure of the Board of Directors. ARTICLE 12 ARTICLE 13 8 Insurance Coverage (a) The insurance coverage provided for Member Cities by the Authority shall allow or require protection for comprehensive liability, personal injury, errors and omissions, contractual liability, and such other areas of coverage as the State shall require or the Board shall determine. (b) The Authority shall maintain an insurance limit for Member Cities determined by the Board of Directors to be adequate. The Board may arrange purchase of a group policy for Member Cities interested in obtaining additional coverage above this limit, at an additional cost to those participating Cities. (c) The Board may arrange for the purchase of any other insurance deemed necessary to protect the funds of the Authority against catastrophes. Development of the Joint Protection Program (a) As soon as practicable after the effective date of this Agreement, but prior to the effective date of the Joint Protection Program, the Board of Directors shall adopt the Authority's Joint Protection Program, including the insurance coverage provided for in Article 12, the amount of initial premiums, the precise cost allocation plan and formula, the pro forma financial statement of the Authority, and the amount and type of excess insurance to be procured. (b) The Joint Protection Program provided by the Authority shall extend to all city department operations except transit, aviation and hospitals, unless otherwise excluded by the Board of Directors. (c) The initial premium for each City shall be determined by the Board, in its discretion, based upon a fair formula which shall consider, but not be limited to, total City payroll, administrative experience of the City, the previous loss experience of the City, the liability risks of the City and the costs to the Authority of adding the City as a member. (d) The cost allocation plan and formula adopted by the Board shall provide for an adjustment in the Member Cities' premiums at the end of the first year of operation, and annually thereafter, in order to produce a premium for the following year for each City that is equal to the sum of the following three items: 1) That amount of losses borne individually by the City, as determined by the Board; and 2) The City's share of pooled losses and other expenses, as determined by the Board; and 3) The City's contribution to a catastrophe fund and reserves for incurred but not reported losses, and amount of such fund and reserves to be determined by the Board. (e) The Board may make such premium adjustments retrospective to the prior year and each Member City shall pay any additional premium required by such retrospective adjustment. (f) The Board shall adopt criteria for determining each City's annual share of pooled losses, expenses and contribution to a catastrophe fund which may include the City's payroll as compared to the total payroll of all Member Cities, the City's individual loss experience, and such other criteria as the Board may determine to be relevant. (g) The annual readjustment of the amount of premium shall be made and notices for readjusted premium amounts and the next year's premiums shall be distributed at least ninety (90) days prior to the close of each fiscal year. This premium amount, together with any readjusted amount due under paragraph (c) above, shall be due and payable on or before fifteen (15) days after the beginning of the fiscal year. (h) Inasmuch as some Member Cities may experience an unusual frequency of losses during a single fiscal year, which could increase their final premium substantially above the prepaid premium for that year and cause budgetary problems, the Board may provide for payment of a portion of such additional premium to be made over a period of time, not to exceed three years, plus reasonable interest. ARTICLE 14 Accounts and Records 9 (a) Annual Budget. The Authority shall annually adopt an operating budget, pursuant to Article 8(c) of this Agreement. (b) Funds and Accounts. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice. Books and records of the Authority shall be in the hands of the Treasurer and shall be open to any inspection at all reasonable times by representatives of Member Cities. (c) Executive Director's Report. The Executive Director, within one hundred and twenty (120) days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Board and to each Member City. (d) Annual Audit. The Board may provide for a certified, annual audit of the accounts and records of the Authority such audit shall conform to generally accepted auditing standards. When such an audit of the accounts and records is made by a Certified Public Accountant, a report thereof shall be filed as a public record with each of the Member Cities. Such report shall be filed within six (6) months of the end of the year under examination. (d) Costs. Any costs of the audit, including contracts with, or employment of, Certified Public Accountants, in making an audit pursuant to this Article, shall be borne by the Authority and shall be considered included within the term "administrative costs ARTICLE 15 Responsibility for Monies (a) The Treasurer of the Authority shall have the custody of and disburse the Authority's funds subject to Board approval. He or she shall have the authority to delegate the signatory function to such persons as are authorized by the Board. (b) A bond in the amount set by the Board, as outlined by State RCW shall be required of all officers and personnel authorized to disburse funds of the Authority, such bond to be paid for by the Authority. (c) The Treasurer's duties shall include: 10 (1) Receive and receipt for all money of the Authority and place it in the treasury to the credit of the Authority; (2) Be responsible upon his or her official bond for the safekeeping and disbursement of all of the Authority's money so held by him or her; (3) Pay, when due, out of money of the Authority so 11 held by him or her, all sums payable on outstanding debts of the Authority; (4) Pay any other sums due from the Authority money only upon request for payment signed by the President of the Board or the Executive Director. The Board may designate an alternate signature for each; and (5) Verify the report in writing on the first day of July, October, January and April of each year to the Authority and to Member Cities the amount of money held for the Authority, the amount of receipts since the last report, and the amount paid out since the last report. ARTICLE 16 Responsibilities of the Authority The Authority shall perform the following functions in discharging its responsibilities under this agreement: (a) Provide insurance coverage as necessary, including but not limited to a self- insurance fund and commercial insurance, as well as excess coverage and umbrella insurance, by negotiation or bid, and purchase, as necessary. (b) Assist Cities in obtaining insurance coverages for risks not included within the basic coverage of the Authority. (c) Assist each City's assigned risk manager with the implementation of that function within the City. (d) Provide loss prevention and safety and consulting services to Cities as required. (e) Provide claims adjusting and subrogation services for claims covered by the Authority's Joint Protection Program. (f) Provide loss analysis by the use of statistical analysis, data processing, and record and file- keeping services, in order to identify high exposure operations and to evaluate proper levels of self retention and deductibles. (g) Provide for Cities, as needed, a review of their contracts to determine sufficiency of indemnity and insurance provisions. (h) Conduct risk management audits to review the participation of each City in the program. The audit shall be performed by the Executive Director, or, at the discretion of the Board, an independent auditor may be retained by contract to conduct the audits. 12 (i) The Authority shall have such other responsibilities as deemed necessary by the Board of Directors in order to carry out the purposes of this Agreement. ARTICLE 17 Responsibilities of Member Cities Member Cities shall have the following responsibilities: (a) The City Council, Commission, or appointing official of each City shall appoint a representative and at least one alternate representative to the Board of Directors, pursuant to Article 7 of this Agreement. (b) Each City shall appoint an employee of the City to be responsible for the risk management function within that City, and to serve as a liaison between the City and the Authority as to risk management. (c) Each City shall maintain an active safety officer and /or committee, and shall consider all recommendations of the Authority concerning the development and implementation of a loss control policy to prevent unsafe practices. (d) Each City shall maintain its own set of records, as a loss log, in all categories of loss to insure accuracy of the Authority's loss reporting system. (e) Each City shall pay its premium and any readjusted amount promptly to the Authority when due. After withdrawal or termination, each City shall pay promptly to the Authority its share of any additional premium and accrued interest at a rate determined by the Board when and if required of it by the Board under Article 22 or 23 of this Agreement. (f) Each City shall 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. (g) Each City shall in any and all ways cooperate with and assist the Authority, and any insurer of the Authority, in all matters relating to this Agreement and covered losses, and will comply with all by -laws, rules and regulations adopted by the Board of Directors. ARTICLE 18 Interim Period and Effective Date of Program (a) Interim Period. Once this Agreement has been initially signed, the estimated deposit charge for each City shall be developed and presented to each City by written notice. Each City shall have thirty (30) days from the receipt of such notice to withdraw from the Agreement. After the end of this thirty (30) day period, and prior to December 1, 1980, each City's actual deposit charge shall be determined. Each City which signed the Agreement shall be bound thereby unless the actual deposit charge for the first year exceeds the estimated deposit charge in the written notice. If the actual deposit charge exceeds the estimated deposit charge, a Member City may nevertheless, elect to proceed with its participation in the Joint Protection Program by informing the Authority, in writing, of its decision to that effect. (b) Effective Date. After each the first year has been determined, shall immediately be given to all Program shall become effective thirty notice. (c) effective, Protection Agreement. 13 City's actual deposit charge for written notice to that effect Cities. The Joint Protection (30) days from the date of such Joint Protection Program. After this Agreement becomes the Authority shall develop the details of the Joint Program more fully described in Article 12 and 13 of this ARTICLE 19 New Members After the effective date of the Joint Protection Program is established by the Authority, according to the provisions of Article 18, additional Cities shall not be permitted to become signatories to this Agreement, or to enter the Joint Protection Program, during the first year of operation. Following the first year of operation, the Authority shall allow entry in the program of new members approved by the Board at such time during the year as the Board deems appropriate. Cities entering under this Article will 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. (2) A Member City which signs the Agreement and enters the Joint Protection Program pursuant to Article 18 may not withdraw as a party to this Agreement and as a member of the Authority for a three -year period commencing on the effective date of the Joint Protection Program, as determined by Article 18. (3) After the initial three -year non cancelable commitment to the program, a Member City may withdraw from membership only at the end of any fiscal year of the Authority, provided it has given the Authority twelve months prior written notice of its intent to withdraw from this Agreement. Such notice shall be hand carried or mailed to the offices of the Authority by certified mail. (4) Withdrawal of membership will result in automatic cancellation of such Member City's participation in the Joint Protection Program, any excess insurance and any other programs offered by the Authority effective the date of withdrawal. Further, the Authority reserves the right to non -renew said withdrawing Member City's coverage in any Authority program during such City's notice period. 14 ARTICLE 20 Withdrawal and Cancellation A) City Withdrawal From Authority Membership (1) A Member City may withdraw as a party to this Agreement pursuant to requirements of Article 18. B) Authority Termination of City Membership 1) The Authority shall have the right to terminate any City's membership in the Authority at any time. Such Termination of Membership shall be upon a majority vote of the Board of Directors present at a full Board meeting where such motion for termination of membership is presented. A City's termination of membership shall become effective no later than sixty (60) days after the date such motion is passed, but in no event shall membership extend beyond the last day of coverage in the current Authority insurance coverage program in which said City is a participant. ARTICLE 21 Cancellation of Coverage 15 2) For purposes of this section, Membership in the Authority consists of a Member City's right to have a representative on the Board of Directors and to vote on Board matters, and the right to participate or receive coverage in any Joint Protection Program, self insured retention or excess insurance program, and to utilize any Authority services or programs. 3) The Authority shall notify a City in writing of its intent to vote on a motion for Termination of Membership of the City at least 30 days before the meeting at which the motion is to be voted upon. The notification shall include reasons for the proposed Termination of Membership. The affected City has the right to be represented at the meeting where the motion for Termination of Membership is to be voted upon and will be provided an opportunity to address the Board members present if they so choose. a) The Authority shall have the right to cancel any Member City's participation in any insurance coverage program offered by or through the Authority. The terms of such cancellation of coverage will be specified in each of the coverage documents for the Authority's various programs, except that excess coverage in any program shall automatically cancel effective the date of cancellation of its self- insured coverage. Further coverage in all Authority programs shall cease effective the date of Member City's voluntary withdrawal of membership from the Authority. b) The Authority may cancel any Member City's participation in any insurance coverage program offered by or through the Authority without termination of the Member City's membership in the Authority. However, any City whose Membership in the Authority has been terminated pursuant to Article 20(B) shall automatically be canceled from participation in all insurance coverage programs offered by or through the Authority as of the effective date of termination of membership. ARTICLE 22 Effect of Withdrawal 16 (a) The withdrawal of any City from this Agreement shall not terminate the same and no City by withdrawing shall be entitled to payment or return of any premium, consideration of property paid, or donated by the City to the Authority, or to any distribution of assets. (b) The withdrawal of any City after the effective date of the Joint Protection Program shall not terminate its responsibility to contribute its share of premium or funds to any fund or insurance program created by the Authority until all claims, or other unpaid liabilities, covering the period the City was signatory hereto have been finally resolved and a determination of the final amount of payments due by the City or credits to the City for the period of its membership has been made by the Board of Directors. In connection with this determination, the Board may exercise similar powers to those provided for in Article 23(c) of this Agreement. ARTICLE 23 Termination and Distribution (a) This Agreement may be terminated any time during the first three noncancelable years by the written consent of all Member Cities, and thereafter by the written consent of three fourths of the Member Cities; 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. (b) Upon termination of this Agreement, all assets of the Authority shall be distributed only among the parties that have been Members of the Joint Protection Program, including any of those parties which previously withdrew pursuant to Article 20 or 21 of this Agreement, in accordance with and proportionate to their cash (including premium) payments and property (at market value when received) contributions made during the term of this Agreement. The Board shall determine such distribution within six months after the last pending claim or loss covered by this Agreement has been finally disposed of. (c) The Board is vested with all powers of the Authority for the purpose of winding up and dissolving the business affairs of the Authority. These powers shall include the power to require Member Cities, including those which were Member Cities at the time the claim arose or at the time the loss was incurred, to pay their share of any additional amount of premium deemed necessary by the Board for final disposition of all claims and losses covered by this Agreement. A City's share of such additional premium shall be determined on the same basis as that provided for annual premiums in Article 13(d) and (e) of this Agreement, and shall be treated as if it were the next year's annual premium for that City, subject to the limits described in Article 13(h) of this Agreement. ARTICLE 24 ARTICLE 26 Amendment 17 Provisions for By -Laws and Manual As soon as practicable after the first meeting of the Board of Directors, and within the first twelve months of the Authority's existence, the Board shall cause to be developed Authority By -Laws and a policy and procedure manual to govern the day -to -day operations of the Authority. Each Member City shall receive a copy of any By -Laws, policy statement or manual developed under this Article. ARTICLE 25 Notices Notices to Member Cities hereunder shall be sufficient if mailed to the office of the City Clerk of the respective Member City. This Agreement may be amended at any time by the written approval of all City Councils or Commissions of Cities signatory to it, or by an amendment adopted in the manner provided for in the By -Laws. No City may assign this Agreement, and no of any City shall have interest, fund, premium ARTICLE 27 Prohibition Against Assignment any right, claim or interest it may have under creditor, assignee or third party beneficiary any right, claim or title to any part, share, or asset of the Authority. ARTICLE 28 18 Agreement Complete The foregoing constitutes the full and complete Agreement to the parties. There are no oral understandings or agreements not set forth in writing herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by Authorized officials thereof on the date indicated in the appropriate Appendix. must: CONTRACT WHEREAS, Washington Cities Insurance Authority (WCIA) has entered into a Group Retrospective Rating Plan as provided under the provisions of RCW 51.16.035 et. seq., with the Washington State Department of Labor and Industries, said Plan being Plan B with a 1.50 Maximum Premium Ratio for the period April 1, 1987 to April 1, 1988, and; WHEREAS, the undersigned City (City) has been accepted for participation in the group to share in the benefits to be achieved by virtue of said Plan. NOW, THEREFORE, it is hereby understood and agreed by and between the parties hereto as follows: 1. Eligibility Participants in the program a. Be a member in good standing of Washington Cities Insurance Authority. b. Maintain a current and active workers' compensation account with the Department of Labor and Industries. c. Have a loss profile compatible with the remainder of the group. d. Agree to comply with an active safety program as devised by WCIA and the other cities participating in the program aimed at reducing losses and maintaining a favorable loss profile. e. Keep current its payments of Labor and Industries assessments and penalties and WCIA assessments under the program. f. Comply with all the terms of this contract. 2. Expenses City agrees to pay its pro rata share of administrative expenses prior to Plan inception and all future pro rata shares of administrative expenses within 60 days of billing. -1- 3. Refunds /Recaptures City agrees that any retrospective premium returns (refunds) will be held in trust until the final adjustment has been made for this plan year. Any premium recaptures will be paid out of the trust fund. At such time as the final adjustment has been made, distribution will be made to participating cities using a formula to be developed by WCIA staff and adopted by a majority vote of the participant cities prior to the end of the plan year. Interest earned on the trust fund account will be distributed, held, or applied toward administrative costs at the direction of the participants. 4. Retrospective Penalties In the event WCIA is assessed a penalty by Labor and Industries, group members will be invoiced to a maximum of 50% of their plan year premium. Returned penalties will be redistributed in similar fashion as they are collected. 5. Failure to Pay Failure of a city to promptly pay its original premium to the Department, its pro rata share of administrative expenses, or retrospective penalty assessment entitles WCIA to withhold any monies credited to city in the trust fund to satisfy city's debt. City may be barred from participating in future retrospective rating plans by two thirds vote of the plan year participating cities without cause having to be stated or proven. 6. Agency City hereby appoints WCIA to act as its agent in matters pertaining to industrial insurance pursuant to this Retrospective Rating Agreement. 7. Information Release City hereby authorizes Department of Labor and Industries of the State of Washington to release any and all information pertaining to industrial insurance, experience, and files of the city to WCIA. 8. No Liability to State WCIA disclaims any liability to the state for any premiums or penalties owed by any city to the state. City acknowledges that WCIA assumes no liability to the state for payments of premiums or penalties owed by the city to the state with the expection of retro penalties owed the state as provided in Paragraph 4. 9. The text herein shall constitute the entire agreement between the parties and supersedes any other oral or written agreement of any kind. If any provision, or any portion thereof, contained in this Agreement is held to be unconstitutional, invalid, or unenforceable, the remainder of this agreement or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect. Executed by duly authorized representatives of the parties to this Agreement this 11th day of February 1987. CITY OF TUKWILA Washington Cities Insurance City Authorit Title: Mayor By: Title: C o1LE #g- 07 AGREEMENT FOR SCAN SERVIQ TE /ct k GO THIS AGREEMENT made and entered into this 3 day o ea r W• N the provisions of Chapter 39.34 RCW, by and itween the State [Separtment o f General Administration, hereinafter called the "State and Washington Cities Insurance Authority hereinafter called the 'User". s.F This agreement is for the purpose of permitting the User to make the most efficient use of its powers by enabling it to cooperate with the State and other authorized public agencies on a basis of mutual advantage in the utilization of the State Controlled Area Network, hereinafter called "SCAN The State agrees to furnish service on SCAN, the statewide telephone network, to the User as hereinafter provided: 1. The User may terminate service at any time. The State may discontinue service to the User at any time after 30 days prior written notice. 2. The User shall utilize the system in accordance with the following conditions: (a) Calls on the SCAN Network shall be for state and public agency purposes and functions only; (b) Personal calls are not permitted; (c) The User is not authorized to provide SCAN service or facilities to any other activity. All requests for SCAN service will be referred to the State Telecommunications Division; for appropriate disposition; (d) The User will not change the terminating equipment or type of service without first providing written notification to the State Telecommunication Division; 3. The State will provide the User an accounting report of calls monthly on the same basis that it does state agencies. The State will determine the rates to be charged based upon the number of minutes of SCAN tele- phone usage and upon the total cost of SCAN, including common carrier charges and administrative expenses, and upon the cost of common carrier facilities and equipment necessary to provide SCAN service as in the case of state agencies. SCAN usage will be evaluated quarterly, or as necessary, for the purpose of making such adjustments as may be necessary to conform to cost variations. The User shall make payment in full within ten days after receipt of the advance invoice in accord- ance with the Advance Payment Policy. 4. The State shall determine whether SCAN service for the User will be provided at any requested geographical location. 5. SCAN services will be authorized only in those offices operated by the User for the purpose of conducting business directly concerned with state or local governmental functions. 7 -/8 FID AGREEMENT FOR SCAN SERVICES Page Two DATED THIS 3 day of September, 1986 6. The State shall administer this agreement for services in the same manner as it for state agencies, boards and commissions. 7. In the event that the services provided by the State involve the use of services or facilities with regard to which another state agency has statutory powers, this agreement shall be submitted to such state agency for approval prior to its becoming effective. 8. Before this agreement shall become effective, it shall be filed with the City Clerk and with the County Auditor, and with the Secretary of State. Any filing fees attributable thereto shaii be borne by the User. 9. The powers and authority conferred by this agreement are in addition and supplemental to powers or authority conferred by any other law and nothing contained in this agreement shall be construed. as limiting any other powers or authority of the User or the State. USER AGENCY STATE OF WASHINGTON DEPARTMENT OF GENERAL ADMINISTRATION BY G-�'�% B 6ttti BETTY/ L. BOUSHEY TITLE frCsi o' e n G e. a TELECOMMNICATIONS DIRECTOR ARTICLE 1 EXHIBIT A (h) Executive Director shall mean that employee of the Authority who is appointed by the Board of Directors, and responsible for the management and administration of the joint protection program of the Authority. ARTICLE 2 This agreement is entered into by Cities in order to provide more compre- hensive and economical liability coverage, to provide for the economical or self insurance pooling of insurance coverage for all forms of insurance avail- able or required by law for municipal corporations and for which State law authorizes the formation of pooling organizations to provide such insurance, to reduce the amount and frequency of Cities' losses, and to decrease the cost incurred by Cities in the handling and litigation of claims. This purpose shall be accomplished through the exercise of the powers of Cities jointly in the creation of a separate entity, the Puget Sound Cities Interlocal Insurance Authority, to administer a joint protection program where Cities will pool their losses and claims, jointly purchase excess insurance and administrative and other services including claims adjusting, data processing, risk management consulting, loss prevention, legal and related services. It is also the purpose of this Agreement to provide, to the extent per- mitted by law, for the inclusion at a subsequent date of such additional municipal corporations organized and existing under the Constitution or laws of the State of Washington as may desire to become parties to this Agreement and members of the Authority, subject to approval by the Board of Directors. It is also the purpose of this Agreement to provide, to the extent per- mitted by law, that the "Authority" may, in the discretion of its Directors, contract with non member Cities or other municipal corporations in the State of Washington to provide, at a reasonable charge, such non member Cities or municipal corporations administrative and other services including claims adjusting, data processing, risk management consulting, loss prevention and training. ARTICLE 7 (a) The Authority shall be governed by the Board of Directors which is hereby established and which shall be composed of one representative from each Member City who is an employee or official of that City as appointed by the City Council, Commission, or appointing official, of that City. Each City Council, Commission, or appointing official, in addition to appointing a member of the Board shall appoint at least one alternate who also shall be an officer or employee of that City. ARTICLE 8 (j) The Executive Director shall have the power to hire such persons as the Board authorizes for the administration of the Authority, including the "borrowing" of management -level employees from one or more of the Member Cities to assist in the development phase of the joint protection program of the Authority, subject to the approval of the Member Cities to assist in the development phase of the joint protection program of the Authority, subject to the approval of the Member City. Any Member City whose employee is so "borrowed" according to this provision shall be reimbursed by the Authority for that employee's time spent or services rendered on behalf of the Authority. (k) The Executive Director shall have the general supervisory control over the day -to -day decisions and administrative activities of the Authority. (1) The Board shall have such other powers and functions as are provided for in this Agreement, including, but not limited to, the power to authorize the contracts with non member Cities or municipal corporations and the "Authority to provide services to such non members as set forth in Article 2, upon such terms and conditions as the Directors shall decide appropriate. ARTICLE 10 The Board of Directors may appoint at any time of the year during a board meeting an Executive Committee of the Board of Directors which shall consist of an odd number of not less than five nor more than nine members, as determined by the Board of Directors. Two of the members of the Executive Committee shall be the President of the Board of Directors, and the Vice President of the Board of Directors, the remainder of the members, after their original election, shall be elected by the Board of Directors at the same time the officers of the Board are elected in January of each calendar year. The President of the Authority, or the Vice President in his or her absence, shall serve as the Chairperson of the Executive Committee. The Board of Directors may delegate any of the pwers of the Board as outlined in Article 8 to the Executive Committee and may establish and delegate any other powers and duties the Board deem appropriate. ARTICLE 11 (b) Executive Director. The Executive Director shall have the general administrative responsibility for the activities of the joint protection program and shall appoint all necessary employees thereof. ARTICLE 12 (a) The insurance coverage provided for Member Cities by the Authority shall allow or require protection for comprehensive liability, personal -2 injury, errors and omissions, contractual liability, and such other areas of coverage as the state shall require or the Board shall determine. ARTICLE 13 (c) The initial premium for each City shall be determined by the Board, in its discretion, based upon a fair formula which shall consider, but not be limited to, total City payroll, administrative experience of the City, the previous loss experience of the City, the liability risks of the City and the costs to the Authority of adding the City as a member. ARTICLE 14 (c) Executive Director's Report. The Executive Director, within one hundred and twenty (120) days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Board and to each Member City. ARTICLE 15 (c) The Treasurer's duties shall include (4) Pay any other sums due from Authority money only upon request for payment signed by the President of the Board or the Executive Director. ARTICLE 16 (h) Conduct risk management audits to review the participation of each City in the program. The audit shall by performed by the Executive Director or, at the discretion of the Board, an independent auditor may be retained by contract to conduct the audits. ARTICLE 17 (a) The City Council, Commission, or appointing official of each City shall appoint a representative and at least one alternate representative to the Board of Directors, pursuant to Article 7 of this Agreement. ARTICLE 19 After the effective date of the joint protection program is established by the Authority, according to the provisions of Article 18, additional cities shall be permitted to become signatories to this Agreement, or to enter the joint protection program, during the first year of operation. Following the first year of operation, the Authority shall allow entry into the program of new members approved by the Board at such time during the year as the Board deem appropriate. 3 City of Tukwila Fire Department Gary VanDusen Mayor Hubert H. Crawley Fire Chief TO: Don Morrison, City Administrator FROM: Hubert H. Crawley, Fire Chief SUBJECT: Amendments to Interlocal Agreement Cities Insurance Authority DATE: March 14, 1985 Attached you will find: of Puget Sound 1. Recommended resolution for adopting amendments to "Agreement 2. Highlights of the "Agreement" indicating the exact changes in the wording. The changes are necessary in order to provide more flexibility for the Authority to operate. The recommended changes are for; 1. Article 1 (h) changes name of Insurance Manager to Executive Director. 2. Article 2 gives the Authority approval to look at other forms of insurance other than liability once allowed by changes in the RCW's and, allows the Authority to provide service, such as loss control, to non member cities for a fee. 3. Article 7 (a) allows for the City to have an appointing official to select the City's represent- ation to the Board of Directors of the Authority. 4. Article 8 (j), (k) changes name of Insurance Manager to Executive Director. (1) Provide maximum flexibility to handle contracts by the Authority. 5. Article 10 allows for Executive Committee of the Board to be established anytime during the year, rather than just once a year. 6. Article 11 (b) changes name of Insurance Manager to Executive Director. 7. Article 12 (a) gives the member cities more flexibility in coverage now and in the future, as the RCW's may allow, without future amendments to the A reement. City of Tukwila Fire Department, 444 Andover Park East, Tukwila, Washington 98188 (206) 575 -4404 8. Article 13 (c) Allows the Authority to charge a "fair" premium for new cities as opposed to the same rate for the first three years (as Tukwila signed under). Rates are increasing at a faster rate than anticipated, creating problems in spreading out the charges among all participating cities. 9. Article 14 (c) Changes name of Insurance Manager to Executive Director. 10. Article 15 (c) (4) Changes name of Insurance Manager to Executive Director. 11. Article 16 (h) Allows for risk management audit to be performed by the Executive Director, instead of always going to the expense of hiring an outside company. 12. Article 17 (a)- Allows for the City to have an appointing official to select the City's representative to the Board of Directors of the Authority. 13. Article 19 Allows for new cities' participation anytime during the year, as opposed to "only at the end of the fiscal year At the present time the Authority consists of eighteen cities: Mountlake Terrace Mercer Island Olympia Lacey Des Moines Marysville Kirkland Kent Tukwila Ocean Shores Aberdeen Anacortes Centralia Medina Monroe Montesano North Bonneville Tumwater In order for the Intergovernmental Agreement to change, all cities must agree to the changes as listed. Six cities have already approved the changes as presented. A RISK MANAGEMENT GROUP ACTION REQUIRED TO: PSCIA MEMBER CITIES DATE: APRIL 1, 1985 SUBJECT Release to obtain information from the Department of Labor and Industries. The Department of Labor and Industries has informed PSCIA that Cities would qualify for the Group Retroactive Rating Plan through their office This plan allows Groups in the same industry to have their organizations rated within themselves, and if the performance is above the average as set by the Department of Labor and Industries, all members in the Group share in a credit against future premiums. In order for the Cities to investigate the possibility of this plan, and to have the State provide a simulation of the plan for the Cities, each City must sign the enclosed release and return it to our office right away. We have a short deadline from the State and if we miss the deadline, we can not get any information until next year. This is the first step towards self insuring Workers Compensation when we can. Because no funds come into or out of PSCIA, and it still is under complete control of L I, this does not conflict with our enabling legislation. PLEASE HAVE THE APPROPRIATE OFFICIAL SIGN AND RETURN THE RELEASE IMMEDIATELY. If you have any questions, please call our office and we will assist you. vr PUGET SOUND CITIES INSURANCE AUTHORITY 4719 BROOKLYN AVE N E. SEATTLE, WA. 98105 (206) 543 -9050 FIRM NUMBER (As assigned by L &I) FIRM NAME PUGET SOUND CITIES INSURANCE AUTHORITY CITY OF TUKWILA Authorization is hereby given to the Department of Labor and Industries to provide statistics, data and information covering the Workers Compensation Account of this firm to The Puget Sound Cities Insurance Authority and /or Lewis E. Leigh, Executive Director of the Puget Sound Cities Insurance Authority. This authorization is effective immediately and will remain in effect until written notice of withdrawal of this authorization is received in the Department of Labor and Industries. Dated this 4th day of April 1985 BY TITLE. Mayor ATTEST /77a, ��/57 TITLE City Cl erk Gary L Van Dusen Above Signature Typed INTERLOCAL AGREEMENT CREATING THE PUGET SOUND CITIES INTERLOCAL INSURANCE AUTHORITY RECITALS TABLE OF CONTENTS ARTICLE 1 Definitions 1 ARTICLE 2 Purposes 2 ARTICLE 3 Parties to Agreement 3 ARTICLE 4 Term of Agreement 3 ARTICLE 5 Creation of Authority 3 ARTICLE 6 Powers of Authority 3 ARTICLE 7 Board of Directors 4 ARTICLE 8 Powers of the Board of Directors 4 ARTICLE 9 Meetings of the Board of Directors 6 ARTICLE 10 Executive Committee 6 ARTICLE 11 Officers of the Authority 7 ARTICLE 12 Insurance Coverage 7 ARTICLE 13 Development of the Joint Protection Program 8 ARTICLE 14 Accounts and Records 9 ARTICLE 15 Responsibility for Monies 10 ARTICLE 16 Responsibilities of the Authority 11 ARTICLE 17 Responsibilities of Member Cities 12 ARTICLE 18 Interim Period and Effective Date of Program 13 ARTICLE 19 New Members 13 ARTICLE 20 Withdrawal 14 ARTICLE 21 Cancellation 14 ARTICLE 22 Effect of Withdrawal 14 ARTICLE 23 Termination and Distribution 15 ARTICLE 24 Provision for By -Laws and Manual 16 ARTICLE 25 Notices 16 ARTICLE 26 Amendment 16 ARTICLE 27 Prohibition Against Assignment 17 ARTICLE 28 Agreement Complete 17 PAGE INTERLOCAL AGREEMENT CREATING THE PUGET SOUND CITIES INTERLOCAL INSURANCE AUTHORITY THIS AGREEMENT is made and entered into in the State of Washington by and among the municipal corporations organized and existing under the Constitution or laws of the State of Washington, hereinafter collectively referred to as "Member Cities" or "Cities," and individually as "Member City" or "City" which are parties signatory to this Agreement and listed in Appendix A, which is attached hereto and made a part hereof. Said Cities are sometimes referred to herein as "parties." RECITALS WHEREAS, Ch. 48.62 RCW provides that two or more local governmental entities may, by interlocal agreement, provide insurance for any purpose by any one or more of certain specified methods, and WHEREAS, each of the parties to this Agreement desires to join together with the other parties for the purpose of pooling their self insured losses and jointly purchasing excess insurance and administrative services in connection with a joint protection program for said parties, and WHEREAS, it appears economically feasible and practical for the parties to this Agreement to do so, NOW, THEREFORE, for and in consideration of all of the mutual benefits, convenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I Definitions The following definitions shall apply to the provisions of the Agreement: (a) "Authority" shall mean the Puget Sound Cities Interlocal Insurance Authority created by this Agreement. (b) "Board of Directors" or "Board" shall mean the governing body of the Authority. 1 (c) "Claims" shall mean demands made against the Authority arising out of occurrences which are within the Authority's joint protection program as developed by the Board of Directors. (d) "Excess Insurance" shall mean that insurance purchased on behalf of the Authority to protect the funds of the Authority against catastrophes or an unusual frequency of losses during a single year. (e) "Executive Committee" shall mean the Executive Committee of the Board of Directors of the Authority. (f) "Fiscal Year" shall mean that period of twelve months which is established as the fiscal year of the Authority. (g) "Insurance" shall mean and include self- insurance through a funded program and /or any commercial insurance contract. (h) "Insurance Manager" shall mean that employee of the Authority who is appointed by the Board of Directors, and responsible for the management and administration of the joint protection program of the Authority. ARTICLE 2 Purposes This agreement is entered into by Cities in order to provide more comprehensive and economical liability coverage, to reduce the amount and frequency of Cities' losses, and to decrease the cost incurred by Cities in the handling and litigation of claims. This purpose shall be acccomplished through the exercise of the powers of Cities jointly in the creation of a separate entity, the Puget Sound Cities Interiocal Insurance Authority (the Authority), to administer a joint protection program wherein Cities will pool their losses and claims, jointly purchase excess insurance and administrative and other services including claims adjusting, data processing, risk management consulting, loss prevention, legal and related services. It is also the purpose of this Agreement to provide, to the extent permitted by law, for the inclusion at a subsequent date of such additional municipal corporations organized and existing under the Constitution or laws of the State of Washington as may desire to become parties to this Agreement and members of the Authority, subject to approval by the Board of Directors. 2 ARTICLE 3 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 to and signatories of this Agreement pursuant to Article 19. Each party to this Agreement also certifies that the deletion of any party from this Agreement, pursuant to Articles 20 and 21, shall not affect this Agreement nor such party's intent to contract as described above with the other parties to the Agreement then remaining ARTICLE 4 Term of Agreement This Agreement shall become effective on January 1, 1981 and shall continue for not less than three years until and unless terminated as hereinafter provided. ARTICLE 5 Creation of Authority Pursuant to Ch. 48 62 RCW the debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of any party to this Agreement ARTICLE 6 Powers of Authority (a) The Authority shall have the powers common to Cities and is hereby authorized to do all acts necessary for the exercise of said common powers, including, but not limited to, any or all of the following. 3 1) To make and enter into contracts, 2) To incur debts, liabilities or obligations; 3) To acquire, hold or dispose of property, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and governmental entities; 4) To sue and be sued in its own name, and 5) To exercise all powers necessary and proper to carry out the terms and provisions of this Agreement, or otherwise authorized by law. (b) Said powers shall be exercised pursuant to the terms hereof and in the manner provided by law. ARTICLE 7 Board of Directors (a) The Authority shall be governed by the Board of Directors which is hereby established and which shall be composed of one representative from each Member City who is an employee or official of that city, as appointed by the City Council or Commission of that City. Each City Council or Commission, in addition to appointing a member of the Board, shall appoint at least one alternate who also shall be an officer or employee of that City The alternate appointed by a City shall have the authority to attend, participate in and vote at any meeting of the Board when the regular member for whom he or she is an alternate is absent from said meeting. (b) Each member or alternate of the Board shall be appointed for a one year term and until a successor is appointed Each member or alternate shall serve at the pleasure of the City by which he or she has been appointed as long as he or she is an officer or employee of that city. (c) Each member of the Board shall have one vote. ARTICLE 8 Powers of the Board of Directors The Board of Directors of the Authority shall have the following powers and functions: 4 (a) The Board may elect from its members, pursuant to Article 10 of this Agreement, an Executive Committee to which it may give authority to make and implement any decisions, including those involving the administration of the Authority, except those decisions that would require an amendment of this Agreement, under Article 26 herein. (b) The Board may review all acts of the Executive Committee, and shall have the power to modify and /or override any decision or action of the Executive Committee upon a majority vote of the entire Board of Directors. (c) The Board shall review, modify, if necessary, and approve the annual operating budget of the Authority. (d) The Board shall receive and review periodic accountings of all funds under Article 14 and 15 of this Agreement. (e) The Board shall have the power to conduct on behalf of the Authority all business of the Authority which the Authority may conduct under the provisions hereof and pursuant to law. (f) The Board shall determine and select a joint protection program for the Authority. (g) The Board shall determine and select all necessary insurance, including excess insurance, necessary to carry out the protection program of the Authority (h) The Board shall have authority to contract for or develop various services for the Authority, including, but not limited to, claims adjusting, loss control and risk management consulting services. (i) The Board shall appoint an Insurance Manager of the Authority and shall receive and act upon reports of the Insurance Manager. (j) The Insurance Manager shall have the power to hire such persons as the Board authorizes for the administration of the Authority, including the "borrowing" of management -level employees from one or more of the Member Cities to assist in the development phase of the joint protection program of the Authority, subject to the approval of the Member City. Any Member City whose employee is so "borrowed" according to this provision shall be reimbursed by the Authority for that employee's time spent or services rendered on behalf of the Authority. (k) The Insurance Manager shall have the general supervisory control over the day -to -day decisions and administrative activities of the Authority. (1) The Board shall have such other powers and functions as are provided for in this Agreement. 5 ARTICLE 9 Meetings of the Board of Directors (a) Meetings. The Board shall provide for its regular, adjourned regular and special meetings; provided, however, that it shall hold at least one regular meeting annually. (b) Minutes. The Board of the Authority shall cause minutes of regular, adjourned regular and special meetings to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to each City. (c) Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. A vote of the majority of those members present at a meeting shall be sufficient to constitute action by the Board. ARTICLE 10 Executive Committee The Board of Directors may appoint an Executive Committee of the Board of Directors which shall consist of an odd number of not less than five nor more than nine members, as determined by the Board of Directors. One of the members of the Executive Committee shall be the President of the Board of Directors, or in his or her absence, the Vice President of the Board of Directors; the remainder of the members shall be elected by the Board of Directors at the same time the officers of the board are elected in January of each calendar year. The President of the Authority, or the Vice President in his or her absence, shall serve as the Chairperson of the Executive Committee. The Board of Directors may delegate any of the powers of the Board as outlined in Article 8 to the Executive Committee and may establish and delegate any other powers and duties the Board deems appropriate. 6 ARTICLE 11 Officers of the Authority (a) President and Vice President. The Board shall elect a President and Vice President of the Authority at its first meeting, each to hold office for a one year term and until a successor is elected. Thereafter in January of each succeeding calendar year, the Board shall elect or re -elect the President and Vice President for the ensuing year. In the event the President or Vice President so elected ceases to be a member of the Board, the resulting vacancy in the office of President or. Vice President shall be filled at the next regular or special meeting of the Board held after such vacancy occurs. In the absence or inability of the President to act, the Vice President shall act as President. The President, or in his or her absence, the Vice President, shall preside at and conduct all meetings of the Board, and shall be a member and the Chairperson of the Executive Committee. (b) Insurance Manager. The Insurance Manager shall have the general administrative responsibility for the activities of the joint protection program and shall appoint all necessary employees thereof. (c) Treasurer. The Treasurer shall be appointed by the Board and shall be a person other than the Insurance Manager. The duties of the Treasurer are set forth in Article 14 and 15 of this Agreement. (d) Attorney. The Board of Directors shall select an attorney for the Authority. The attorney may be, but is not required to be, a City Attorney from a Member City. In the event the attorney is precluded from acting because of a conflict of interest or legal impediment, or for other good reason, the Board may employ independent counsel as the attorney for the Authority. The attorney shall serve at the pleasure of the Board of Directors. ARTICLE 12 Insurance Coverage (a) The insurance coverage provided for Member Cities by the Authority shall include protection for comprehensive liability, personal injury, errors and omissions, contractual liability, and such other areas of coverage as the state shall require or the Board shall determine 7 (b) The Authority shall maintain an insurance limit for Member Cities determined by the Board of Directors to be adequate. The Board may arrange purchase of a group policy for Member Cities interested in obtaining additional coverage above this limit, at an additional cost to those participating Cities. (c) The Board may arrange for the purchase of any other insurance deemed necessary to protect the funds of the Authority against catastrophes. ARTICLE 13 Development of the Joint Protection Program (a) As soon as practicable after the effective date of this Agreement, but prior to the effective date of the joint protection program, the Board of Directors shall adopt the Authority's joint protection program, including the insurance coverage provided for in Article 12, the amount of initial premiums, the precise cost allocation plan and formula, the pro forma financial statement of the Authority, and the amount and type of excess insurance to be procured. (b) The joint protection program provided by the Authority shall extend to all city department operations except transit, aviation and hospitals, unless otherwise excluded by the Board of Directors. (c) The initial premium for each City shall be determined by the Board on the basis of the City's payroll as compared to the total payroll of all Member Cities, excluding such portion of a City's payroll as may be attributable to operations not covered by the joint protection program. The total initial premium for a Member City in the first year of operation of the joint protection program shall not exceed the total premium paid by such City for the preceding year, except that if during that preceding year a City was partially self insured, that City's initial premium shall take into account the City's loss experience under said self insurance program. (d) The cost allocation plan and formula adopted by the Board shall provide for an adjustment in the Member. Cities' premiums at the end of the first year of operation, and annually thereafter, in order to produce a premium for the following year for each City that is equal to the sum of the following three items: 8 1) That amount of losses borne individually by the City, as determined by the Board, and 2) The City's share of pooled losses and other expenses, as determined by the Board; and 3) The City's contribution to a catastrophe fund and reserves for incurred but not reported losses, the amount of such fund and reserves to be determined by the Board. (e) The Board may make such premium adjustments retrospective to the prior year and each Member City shall pay any additional premium required by such retrospective adjustment. (f) The Board shall adopt criteria for determining each City's annual share of pooled losses, expenses and contribution to a catastrophe fund which may include the City's payroll as compared to the total payroll of all Member Cities, the City's individual loss experience, and such other criteria as the Board may determine to be relevant. (g) The annual readjustment of the amount of premium shall be made and notices for readjusted premium amounts and the next year's premiums shall be distributed at least ninety (90) days prior to the close of each fiscal year. This premium amount, together with any readjusted amount due under paragraph (c) above, shall be due and payable on or before fifteen (15) days after the beginning of the fiscal year. (h) Inasmuch as some Member Cities may experience an unusual frequency of losses during a single fiscal year, which could increase their final premium substantially above the prepaid premium for that year and cause budgetary problems, the Board may provide for payment of a portion of such additional premium to be made over a period of time, not to exceed three years, plus reasonable interest. ARTICLE 14 Accounts and Records (a) Annual Budget. The Authority shall annually adopt an operating budget, pursuant to Article 8(c) of this Agreement. (b) Funds and Accounts. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice. Books 9 and records of the Authority shall be in the hands of the Treasurer and shall be open to any inspection at all reasonable times by representatives of Member Cities. (c) Insurance Manager's Report. The Insurance Manager, within one hundred and twenty (120) days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Board and to each Member City. (d) Annual Audit. The Board may provide for a certified, annual audit of the accounts and records of the Authority which audit shall conform to generally accepted auditing standards. When such an audit of the accounts and records is made by a Certified Public Accountant, a report thereof shall be filed as a public record with each of the Member Cities. Such report shall be filed within six (6) months of the end of the year under examination. (e) Costs Any rosts of the audit, including contracts with, or employment of, Certified Public Accountants, in making an audit pursuant to this Article, shall be borne by the Authority and shall be considered included within the term "administrative costs." ARTICLE 15 Responsibility for Monies (a) The Treasurer of the Authority shall have the custody of and disburse the Authority's funds subject to Board approval. He or she shall have the authority to delegate the signatory function to such persons as are authorized by the Board (b) A bond in the amount set by the Board, but not less than one million dollars ($1,000,000), shall be required of all officers and personnel authorized to disburse funds of the Authority, such bond to be paid for by the Authority. (c) The Treasurer's duties shall include (1) Receive and receipt for all money of the Authority and place it in the treasury to the credit of the Authority, (2) Be responsible upon his or her official bond for the safekeeping and disbursement of all of the Authority's money so held by him or her; 10 (3) Pay, when due, out of money of the Authority so held by him or her, all sums payable on outstanding debts of the Authority, (4) Pay any other sums due from Authority money only upon request for payment signed by the President of the Board or the Insurance Manager. The Board may designate an alternate signature for each, and (5) Verify the report in writing on the first day of July, October, January and April of each year to the Authority and to Member Cities the amount of money held for the Authority, the amount of recepits since the last report, and the amount paid out since the last report. ARTICLE 16 Responsibilities of the Authority The Authority shall perform the following functions in discharging its responsibilities under this Agreement- (a) Provide insurance coverage as necessary, including but not limited to a self- insurance fund and commercial insurance, as well as excess coverage and umbrella insurance, by negotiation or bid, and purchase, as necessary. (b) Assist Cities in obtaining insurance coverage for risks not included within the basic coverage of the Authority (c) Assist each City's assigned risk manager with the implementation of that function within the City. (d) Provide loss prevention and safety and consulting services to Cities as required (e) Provide claims adjusting and subrogation services for claims covered by the Authority's joint protection program (f) Provide loss analysis by the use of statistical analysis, data processing, and record ano file keeping services, in order to identify high exposure operations and to evaluate proper levels of self retention and deductibles (g) Provide for Cities, as needed, a review of their contracts to determine sufficiency of indemnity and insurance provisions. (h) Conduct risk management audits to review the participation of each City in the program. The audit team shall include a representative from the Authority, the City involved and at least one other City. 11 (i) The Authority shall have such other responsibilities as deemed necessary by the Board of Directors in order to carry out the purposes of this Agreement. ARTICLE 17 Responsibilities of' Member Cities Member Cities shall have the following responsibilities. (a) The City Council of each City shall appoint a representative and at least one alternate representative to the Board of Directors, pursuant to Article 7 of this Agreement (b) Each City shall appoint an employee of the City to be responsible for the risk management function within that City, and to serve as between the City and the Authority as to risk management. (c) Each City shall maintain an active safety officer and /or a liaison committee, and shall consider all recommendations of the Authority concerning the control policy to prevent unsafe development and implementation of a loss practices. (d) Each City shall maintain its own set of records, as a loss log, in all categories of loss to insure accuracy of the Authority's loss reporting system. (e) Each City shall pay its premium and any readjusted amount promptly to the Authority when due After withdrawal ui termination, each City shall pay promptly to the Authority its share of any additional premium and accrued interest at a rate determined by the Board when and if required of it by the Board under Article 22 or 23 of this Agreement. (f) Each City shall 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. (g) Each City shall in any and all ways cooperate with and assist the Authority, and any insurer of the Authority, in all matters relating to this Agreement and covered losses, and will comply with all by -laws, rules and regulations adopted by the Board of Directors 12 ARTICLE 18 Interim Period and Effective Date of Program (a) Interim Period. Once this Agreement has been initially signed, the estimated deposit charge for each City shall be developed and presented to each City by written notice. Each City shall have thirty (30) days from the receipt of such notice to withdraw from the Agreement After the end of this thirty (30) day period, and prior to December 1, 1980, each City's actual deposit charge shall be determined. Each City which signed the Agreement shall be bound thereby unless the actual deposit charge for the first year exceeds the estimated deposit charge in the written notice. If the actual deposit charge exceeds the estimated deposit charge, a member City may nevertheless, elect to ;proceed with its participation in the joint protection program by informing the Authority, in writing, of its decision to that effect (b) Effective Date. After each City's actual deposit charge for the first yeai has been determined, written notice to that effect shall immediately be given to all cities The Joint Protection Program shall become effective thirty (30) days from the date of such notice (c) Joint Protection Program. After tnis Agreement becomes effective, the Authority shall develop the details of the Joint Protection Program more fully described in Article 12 and 13 of this Agreement. ARTICLE 19 New Members After the effective date of the joint protection program is established by the Authority, according to the provisions of Article 18, additional cities shall not be permitted to become signatories to this Agreement, or to enter the joint protection program, during the first year of operation. Following the first year of operation, the Authority shall allow entry into the program 1� of new members approved by the Board only at the end of the fiscal year. Cities entering under this Article will 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. ARTICLE 20 Withdrawal (a) A Member City may withdraw as a party to this Agreement pursuant to requirements of Article 18. (b) A Member City which signs the Agreement and enters the joint protection program pursuant to Article 18 may not withdraw as a party to this Agreement and as a member of the Authority for a three -year period commencing on the effective date of the joint protection program, as determined by Article 18. (c) After the initial three -year noncancellable commitment to the program, a Member City may withdraw only at the end of any fiscal year, provided it has given the Authority a twelve -month written notice of its intent to withdraw from this Agreement and the joint protection program. ARTICLE 21 Cancellation The Authority shall have the right to cancel any Member City's participation in the joint protection program upon a three quarters vote of the entire Board of Directors Any city so cancelled shall be given one hundred and eighty (180) days notice prior to the effective date of the cancellation. Any city so terminated shall have a period of six months coverage of the program, if they so desire 14 ARTIrLF 22 Effect of Withdrawal (a) The withdrawal of any City from this Agreement shall_ not terminate the same and no City by withdrawing shall he entitled to payment or return of any premium, consideration of property paid, or donated by the pity to the Authority, or to any distribution of assets. (b) The withdrawal of any City after the effective date of the ioint protection program shall not terminate its responsibility to contribute its share of premium or funds to any fund or insurance program created hy the Authority until all claims, or other unpaid liahilities, covering the neriod the City was signatory hereto have been finally resolved and a determination of the final amount of payments due by the rite or credits to the city fnr the period of its membership has been made hy the Board of Directors. In connection with this determination, the Board may exercise similar powers to those provided for in Article 23(0) of this Agreement. ARTICLE 23 Termination and Distribution (a) This Agreement may he terminated any time during the first three noncancellable years by the written consent of all Memher rifles, and thereafter by the written consent of three fourths of the Memher. Cities; provided, however, that this Agreement and the Authority shall rnnti.nue 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. (b) Upon termination of this Agreement, all assets of the Authority shall be distributed only among the parties that have heen Memhers of the joint protection program, including any of those parties which previously withdrew pursuant to Article 20(d) or 21 of this Agreement, in accordanre with and proportionate to their cash (including premium) payments and oroperty (at market value when received) contributions made during the term of this Agreement. The Board shall determine such distribution within six months after the last pendina claim or loss covered hy this Agreement has heen finally disposed of. 15 (c) The Board is vested with all powers of the Authority for the purpose of winding up and dissolving the business affairs of the Authority. These powers shall include the power to require Member Cities, including those which were Member Cities at the time the claim arose or at the time the loss was incurred, to pay their share of any additional amount of premium deemed necessary by the Board for final disposition of all claims and losses covered by this Agreement. A City's share of such additional premium shall be determined on the same basis as that provided for annual premiums in Article 13(d) and (e) of this Agreement, and shall be treated as if it were the next year's annual premium for that City, subject to the limits described in Article 13(h) of this Agreement. ARTICLE 24 Provision for By -Laws and Manual As soon as practicable after the first meeting of the Board of Directors, and within the first twelve months of the Authority's existence, the Board shall cause to be developed Authority by -laws and a policy and procedure manual to govern the day --to -day operations of the Authority Each Member City shall receive a copy of any by -laws, policy statement or manual developed under this Article. ARTICLE 25 Notices Notices to Member Cities hereunder shall be sufficient if mailed to the office of the City Clerk of the respective Member City. ARTICLE 26 Amendment This agreement may be amended at any time by the written approval of all City Councils or Commissions of Cities signatory to it, or by an amendment adopted in the manner provided for in the By -Laws. 1 ARTICLE 27 Prohibition Against Assignment No City may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any City shall have any right, claim or title to any part, share, interest, fund, premium or asset of the Authority. ARTICLE 28 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by authorized officials thereof on the date indicated in Appendix A. 17 DATE. DATE. DATE. November 5, 1980 APPROVED AS TO FORM 1b111 j J f J fiV DATE. APPENDIX A CITY OF Des Moines By: Stan E. McNutt, City Manager Attest o' Marie H Sovold, City Clerk CITY OF Everett Bv: Attest c_ i� c c -C ELAINE MOSCHILLI, City Clerk CITY OF Kent By. Attest Attest 18 r i l L.__- WILLIAM E. MOORE, Mayor i Timothy McGuire, City Clerk DATE: October 6, 1980 CITY OF DATE: October 31, 1930 DATE: DATE DATE: October 8, 1980 November 13, 198U October 30, 1980 Attest hIt- z,(9 G e- L��� PHILLIp2t. DEXTER, City Clerk CITY OF Mercer Island By: ROBERT LASHUA, Mayor Pro Tem Marysville BETH BLAND, Mayor Attest City LierK CITY OF Mountlake Terrace By: John E. Enbom, Mayor Attest. 102 Ron Swanson, City Clerk CITY OF Olympia By Attest. Dean M. Walz, Deputy Clerk CITY OF Kirkland B Attest 19 Lyle T. Watson, Mayor Tom J. e /Y7 Allen B. Locke C l nderson APPENDIX B TO INTERLOCAL AGREEMENT CREATING THE PUGET SOUND CITIES INTERLOCAL INSURANCE AUTHORITY WHEREAS, in 1980 the Washington Cities of Mercer Island, Mountlake Terrace, Olympia, Kirkland, Marysville, Lacey, Kent, Everett and Des Moines did enter into and sign an interlocal agreement, as authorized by Ch 48.62 RCW for the creation of an operation of a liability self- insurance pool for the mutual protection and benefit of said cities known as the Puget Sound Cities Interlocal Insurance Authority; and WHEREAS, the above- referenced interlocal agreement provides in Art 19 for the addition of new member cities to said Authority after one year of operation as determined by vote of the Board of Directors of said Authority; and WHEREAS, Art. IV, Sec. 8 of the By -laws of the Puget Sound Cities Interlocal Insurance Authority provides the procedure for the admission of new member cities to said Authority; and WHEREAS, on September 22, 1983 the Board of Directors of the Puget Sound Cities Interlocal Insurance Authority did pass a motion authorizing and inviting the Cities of Puyallup, Ocean Shores, Edmonds, Tukwila and Snohomish to become new members of said Authority; and WHEREAS, the Cities of Puyallup, Ocean Shores, Edmonds and Tukwila, by decision of their respective legislative and executive authorities, have decided to become new member cities to the Puget Soun3 Cities Interlocal Insurance Authority, commencing on January 1, 1984; NOW, THEREFORE, for and in consideration of all of the mutual benefits, covenants and agreements contained herein, the Cities of Puyallup, Ocean Shores, Edmonds and Tukwila, by signature of their respective authorized representatives to this Appendix B to the original interlocal agreement, do hereby agree to be bound to all the terms, conditions and covenants of the original interlocal agreement creating the Puget Sound Cities Interlocal Insurance Authority and to become members of said Authority commencing at 12:01 a.m. on January 1, 1984. The new member cities whose representatives sign this Appendix B agree that they shall be bound to the original interlocal agreement, which is incorporated by this reference herein and to which this Appendix B is attached; and, further agree that they shall be bound by all provisions and terms of the By -laws of the Puget Sound Cities Interlocal Insurance Authority as they now exist or may be amended in the future. The new member cities whose representatives sign this agreement shall have the benefits of the Joint Protection Program and obligations thereto as provided by the Puget Sound Cities Interlocal Insurance Authority commencing at 12:01 a.m., January 1, 1984. It is agreed and acknowledged that any new member city signing this Appendix B to the original interlocal agreement may withdraw from the interlocal agreement within the time and under the conditions allowed as set forth in Art. IV, Sec. 8 of the Puget Sound Cities Interlocal Insurance Authority and that said Art. IV, Sec. 8 of said By -laws this Appendix B. -2- is incorporated by reference to IN WITNESS WHEREOF, the parties hereto have executed this Appendix B to the Interlocal Agreement creating The Puget Sound Cities Interlocal Insurance Authority by authorized officials thereof on the date indicated below. DATE. 71("17 �j c 3 City of Edmonds By. ATTEST e t, i Lt Mayor DATE: ATTEST ATTEST 4 .-t- 3- A-- DATE uoe.vJb C 1 4 I'1 ATTEST L. t f r e DATE: ecz.{ 7 1 7 5 Dated this 4th day of January, 1984. BY CITY OF City of By Lb/ T Signature withdrawn per attachment No. 1, made part of this Appendix B to the Interlocal Agreement creating The Puget Sound Cities Interlocal Insurance Authority OCEAN SHORES I certify that this is a true and complete copy of the INTERLOCAL AGREEMENT. CREATING THE PUGET SOUND CITIES INTERLOCAL INSURANCE AUTHORITY, including APPENDIX B, the original of which is in possession of the Puget Sound Cities Insurance Authority. Vicki S. Ross, Authority Secretary i1ayor Mayor INTERLOCAL AGREEMENT: CREATING THE PUGET SOUND CITIES INTERLOCAL INSURANCE AUTHORITY C r. 1 r: F: 1. DATE 1 RECITALS TABLE OF CONTENTS ARTICLE 1 Definitions 1 ARTICLE 2 Purposes 2 ARTICLE 3 Parties to Agreement 3 ARTICLE 4 Term of Agreement 3 ARTICLE 5 Creation of Authority 3 ARTICLE 6 Powers of Authority 3 ARTICLE 7 Board of Directors 4 ARTICLE 8 Powers of the Board of Directors 4 ARTICLE 9 Meetings of the Board of Directors 6 ARTICLE 10 Executive Committee 6 ARTICLE 11 Officers of the Authority 7 ARTICLE 12 Insurance Coverage 7 ARTICLE 13 Development of the Joint Protection Program 8 ARTICLE 14 Accounts and Records 9 ARTICLE 15 Responsibility for Monies 10 ARTICLE 16 Responsibilities of the Authority 11 ARTICLE 17 Responsibilities of Member Cities 12 ARTICLE 18 Interim Period and Effective Date of Program 13 ARTICLE 19 New Members 13 ARTICLE 20 Withdrawal 14 ARTICLE 21 Cancellation 14 ARTICLE 22 Effect of Withdrawal 14 ARTICLE 23 Termination and Distribution 15 ARTICLE 24 Provision for By -Laws and Manual 16 ARTICLE 25 Notices 16 ARTICLE 26 Amendment 16 ARTICLE 27 Prohibition Against Assignment 17 ARTICLE 28 Agreement Complete 17 PAGE INTERLOCAL AGREEMENT: CREATING THE PUGET SOUND CITIES INTERLOCAL INSURANCE AUTHORITY THIS AGREEMENT is made and entered into in the State of Washington by and among the municipal corporations organized and existing under the Constitution or laws of the State of Washington, hereinafter collectively referred to as "Member Cities" or "Cities," and individually as "Member City" or "City" which are parties signatory to this Agreement and listed in Appendix A, which is attached hereto and made a part hereof. Said Cities are sometimes referred to herein as "parties." RECITALS WHEREAS, Ch. 48.62 RCW provides that two or more local governmental entities may, by interlocal agreement, provide insurance for any purpose by any one or more of certain specified methods; and WHEREAS, each of the parties to this Agreement desires to join together with the other parties for the purpose of pooling their self- insured losses and jointly purchasing excess insurance and administrative services in connection with a joint protection program for said parties; and WHEREAS, it appears economically feasible and practical for the parties to this Agreement to do so; NOW, THEREFORE, for and in consideration of all of the mutual benefits, convenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I Definitions The following definitions shall apply to the provisions of the Agreement: (a) "Authority" shall mean the Puget Sound Cities Interlocal Insurance Authority created by this Agreement. (b) "Board of Directors" or "Board" shall mean the governing body of the Authority. 1 (c) "Claims" shall mean demands made against the Authority arising out of occurrences which are within the Authority's joint protection program as developed by the Board of Directors. (d) "Excess Insurance" shall mean that insurance purchased on behalf of the Authority to protect the funds of the Authority against catastrophes or an unusual frequency of losses during a single year. (e) "Executive Committee" shall mean the Executive Committee of the Board of Directors of the Authority. (f) "Fiscal Year" shall mean that period of twelve months which is established as the fiscal year of the Authority. (g) "Insurance" shall mean and include self- insurance through a funded program and /or any commercial insurance contract. (h) "Insurance Manager" shall mean that employee of the Authority who is appointed by the Board of Directors, and responsible for the management and administration of the joint protection program of the Authority. ARTICLE 2 Purposes This agreement is entered into by Cities in order to provide more comprehensive and economical liability coverage, to reduce the amount and frequency of Cities' losses, and to decrease the cost incurred by Cities in the handling and litigation of claims. This purpose shall be acccomplished through the exercise of the powers of Cities jointly in the creation of a separate entity, the Puget Sound Cities Interlocal Insurance Authority (the Authority), to administer a joint protection program wherein Cities will pool their losses and claims, jointly purchase excess insurance and administrative and other services including claims adjusting, data processing, risk management consulting, loss prevention, legal and related services. It is also the purpose of this Agreement to provide, to the extent permitted by law, for the inclusion at a subsequent date of such additional municipal corporations organized and existing under the Constitution or laws of the State of Washington as may desire to become parties to this Agreement and members of the Authority, subject to approval by the Board of Directors. 2 ARTICLE 3 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 to and signatories of this Agreement pursuant to Article 19. Each party to this Agreement also certifies that the deletion of any party from this Agreement, pursuant to Articles 20 and 21, shall not affect this Agreement nor such party's intent to contract as described above with the other parties to the Agreement then remaining. ARTICLE 4 Term of Agreement This Agreement shall become effective on January 1, 1981 and shall continue for not less than three years until and unless terminated as hereinafter provided. ARTICLE 5 Creation of Authority Pursuant to Ch. 48.62 RCW the debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of any party to this Agreement. ARTICLE 6 Powers of Authority (a) The Authority shall have the powers common to Cities and is hereby authorized to do all acts necessary for the exercise of said common powers, including, but not limited to, any or all of the following: 3 1) To make and enter into contracts; 2) To incur debts, liabilities or obligations; 3) To acquire, hold or dispose of property, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and governmental entities; 4) To sue and be sued in its own name; and 5) To exercise all powers necessary and proper to carry out the terms and provisions of this Agreement, or otherwise authorized by law. (b) Said powers shall be exercised pursuant to the terms hereof and in the manner provided by law. ARTICLE 7 Board of Directors (a) The Authority shall be governed by the Board of Directors which is hereby established and which shall be composed of one representative from each Member City who is an employee or official of that city, as appointed by the City Council or Commission of that City. Each City Council or Commission, in addition to appointing a member of the Board, shall appoint at least one alternate who also shall be an officer or employee of that City. The alternate appointed by a City shall have the authority to attend, participate in and vote at any meeting of the Board when the regular member for whom he or she is an alternate is absent from said meeting. (b) Each member or alternate of the Board shall be appointed for a one year term and until a successor is appointed. Each member or alternate shall serve at the pleasure of the City by which he or she has been appointed as long as he or she is an officer or employee of that city. (c) Each member of the Board shall have one vote. ARTICLE 8 Powers of the Board of Directors The Board of Directors of the Authority shall have the following powers and functions: 4 (a) The Board may elect from its members, pursuant to Article 10 of this Agreement, an Executive Committee to which it may give authority to make and implement any decisions, including those involving the administration of the Authority, except those decisions that would require an amendment of this Agreement, under Article 26 herein. (b) The Board may review all acts of the Executive Committee, and shall have the power to modify and /or override any decision or action of the Executive Committee upon a majority vote of the entire Board of Directors. (c) The Board shall review, modify, if necessary, and approve the annual operating budget of the Authority. (d) The Board shall receive and review periodic accountings of all funds under Article 14 and 15 of this Agreement. (e) The Board shall have the power to conduct on behalf of the Authority all business of the Authority which the Authority may conduct under the provisions hereof and pursuant to law. (f) The Board shall determine and select a joint protection program for the Authority. (g) The Board shall determine and select all necessary insurance, including excess insurance, necessary to carry out the protection program of the Authority. (h) The Board shall have authority to contract for or develop various services for the Authority, including, but not limited to, claims adjusting, loss control and risk management consulting services. (i) The Board shall appoint an Insurance Manager of the Authority and shall receive and act upon reports of the Insurance Manager. (j) The Insurance Manager shall have the power to hire such persons as the Board authorizes for the administration of the Authority, including the "borrowing" of management -level employees from one or more of the Member Cities to assist in the development phase of the joint protection program of the Authority, subject to the approval of the Member City. Any Member City whose employee is so "borrowed" according to this provision shall be reimbursed by the Authority for that employee's time spent or services rendered on behalf of the Authority. (k) The Insurance Manager shall have the general supervisory control over the day -to -day decisions and administrative activities of the Authority. (1) The Board shall have such other powers and functions as are provided for in this Agreement. 5 ARTICLE 9 Meetings of the Board of Directors (a) Meetings. The Board shall provide for its regular, adjourned regular and special meetings, provided, however, that it shall hold at least one regular meeting annually. (b) Minutes. The Board of the Authority shall cause minutes of regular, adjourned regular and special meetings to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to each City. (c) Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. A vote of the majority of those members present at a meeting shall be sufficient to constitute action by the Board. ARTICLE 10 Executive Committee The Board of Directors may appoint an Executive Committee of the Board of Directors which shall consist of an odd number of not less than five nor more than nine members, as determined by the Board of Directors. One of the members of the Executive Committee shall be the President of the Directors, or in his or her absence, the Vice President of the Directors; the remainder of the members shall be elected by the Directors at the same time the officers of the Board are elected in January each calendar year. The President of the Authority, or the Vice President his or her absence, shall serve as the Chairperson of the Executive Committee. The Board of Directors may delegate any of the powers of the Board as outlined in Article 8 to the Executive Committee and may establish and delegate any other powers and duties the Board deems appropriate. 6 Board Board Board of of of of in ARTICLE 11 Officers of the Authority (a) President and Vice President. The Board shall elect a President and Vice President of the Authority at its first meeting, each to hold office for a one year term and until a successor is elected. Thereafter in January of each succeeding calendar year, the Board shall elect or re -elect the President and Vice President for the ensuing year. In the event the President or Vice President so elected ceases to be a member of the Board, the resulting vacancy in the office of President or Vice President shall be filled at the next regular or special meeting of the Board held after such vacancy occurs. In the absence or inability of the President to act, the Vice President shall act as President. The President, or in his or her absence, the Vice President, shall preside at and conduct all meetings of the Board, and shall be a member and the Chairperson of the Executive Committee. (b) Insurance Manager. The Insurance Manager shall have the general administrative responsibility for the activities of the joint protection program and shall appoint all necessary employees thereof. (c) Treasurer. The Treasurer shall be appointed by the Board and shall be a person other than the Insurance Manager. The duties of the Treasurer are set forth in Article 14 and 15 of this Agreement. (d) Attorney. The Board of Directors shall select an attorney for the Authority. The attorney may be, but is not required to be, a City Attorney from a Member City. In the event the attorney is precluded from acting because of a conflict of interest or legal impediment, or for other good reason, the Board may employ independent counsel as the attorney for the Authority. The attorney shall serve at the pleasure of the Board of Directors. ARTICLE 12 Insurance Coverage (a) The insurance coverage provided for Member Cities by the Authority shall include protection for comprehensive liability, personal injury, errors and omissions, contractual liability, and such other areas of coverage as the state shall require or the Board shall determine. 7 (b) The Authority shall maintain an insurance limit for Member Cities determined by the Board of Directors to be adequate. The Board may arrange purchase of a group policy for Member Cities interested in obtaining additional coverage above this limit, at an additional cost to those participating Cities. (c) The Board may arrange for the purchase of any other insurance deemed necessary to protect the funds of the Authority against catastrophes. ARTICLE 13 Development of the Joint Protection Program (a) As soon as practicable after the effective date of this Agreement, but prior to the effective date of the joint protection program, the Board of Directors shall adopt the Authority's joint protection program, including the insurance coverage provided for in Article 12, the amount of initial premiums, the precise cost allocation plan and formula, the pro forma financial statement of the Authority, and the amount and type of excess insurance to be procured. (b) The joint protection program provided by the Authority shall extend to all city department operations except transit, aviation and hospitals, unless otherwise excluded by the Board of Directors. (c) The initial premium for each City shall be determined by the Board on the basis of the City's payroll as compared to the total payroll of all Member Cities, excluding such portion of a City's payroll as may be attributable to operations not covered by the joint protection program. The total initial premium for a Member City in the first year of operation of the joint protection program shall not exceed the total premium paid by such City for the preceding year, except that if during that preceding year a City was partially self- insured, that City's initial premium shall take into account the City's loss experience under said self- insurance program. (d) The cost allocation plan and formula adopted by the Board shall provide for an adjustment in the Member Cities' premiums at the end of the first year of operation, and annually thereafter, in order to produce a premium for the following year for each City that is equal to the sum of the following three items: 8 1) That amount of losses borne individually by the City, as determined by the Board; and 2) The City's share of pooled losses and other expenses, as determined by the Board; and 3) The City's contribution to a catastrophe fund and reserves for incurred- but not reported losses, the amount of such fund and reserves to be determined by the Board. (e) The Board may make such premium adjustments retrospective to the prior year and each Member City shall pay any additional premium required by such retrospective adjustment. (f) The Board shall adopt criteria for determining each City's annual share of pooled losses, expenses and contribution to a catastrophe fund which may include the City's payroll as compared to the total payroll of all Member Cities, the City's individual loss experience, and such other criteria as the Board may determine to be relevant. (g) The annual readjustment of the amount of premium shall be made and notices for readjusted premium amounts and the next year's premiums shall be distributed at least ninety (90) days prior to the close of each fiscal year. This premium amount, together with any readjusted amount due under paragraph (c) above, shall be due and payable on or before fifteen (15) days after the beginning of the fiscal year. (h) Inasmuch as some Member Cities may experience an unusual frequency of losses during a single fiscal year, which could increase their final premium substantially above the prepaid premium for that year and cause budgetary problems, the Board may provide for payment of a portion of such additional premium to be made over a period of time, not to exceed three years, plus reasonable interest. ARTICLE 14 Accounts and Records (a) Annual Budget. The Authority shall annually adopt an operating budget, pursuant to Article 8(c) of this Agreement. (b) Funds and Accounts. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice. Books 9 and records of the Authority shall be in the hands of the Treasurer and shall be open to any inspection at all reasonable times by representatives of Member Cities. (c) Insurance Manager's Report. The Insurance Manager, within one hundred and twenty (120) days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Board and to each Member City. (d) Annual Audit. The Board may provide for a certified, annual audit of the accounts and records of the Authority which audit shall conform to generally accepted auditing standards. When such an audit of the accounts and records is made by a Certified Public Accountant, a report thereof shall be filed as a public record with each of the Member Cities. Such report shall be filed within six (6) months of the end of the year under examination. (e) Costs. Any costs of the audit, including contracts with, or employment of, Certified Public Accountants, in making an audit pursuant to this Article, shall be borne by the Authority and shall be considered included within the term "administrative costs." ARTICLE 15 Responsibility for Monies (a) The Treasurer of the Authority shall have the custody of and disburse the Authority's funds subject to Board approval. He or she shall have the authority to delegate the signatory function to such persons as are authorized by the Board. (b) A bond in the amount set by the Board, but not less than one million dollars ($1,000,000), shall be required of all officers and personnel authorized to disburse funds of the Authority, such bond to be paid for by the Authority. (c) The Treasurer's duties shall include: (1) Receive and receipt for all money of the Authority and place it in the treasury to the credit of the Authority; (2) Be responsible upon his or her official bond for the safekeeping and disbursement of all of the Authority's money so held by him or her; 10 (3) Pay, when due, out of money of the Authority so held by him or her, all sums payable on outstanding debts of the Authority; (4) Pay any other sums due from Authority money only upon request for payment signed by the President of the Board or the Insurance Manager. The Board may designate an alternate signature for each; and (5) Verify the report in writing on the first day of July, October, January and April of each year to the Authority and to Member Cities the amount of money held for the Authority, the amount of recepits since the last report, and the amount paid out since the last report. ARTICLE 16 Responsibilities of the Authority The Authority shall perform the following functions in discharging its responsibilities under this Agreement: (a) Provide insurance coverage as necessary, including but not limited to a self- insurance fund and commercial insurance, as well as excess coverage and umbrella insurance, by negotiation or bid, and purchase, as necessary. (b) Assist Cities in obtaining insurance coverage for risks not included within the basic coverage of the Authority. (c) Assist each City's assigned risk manager with the implementation of that function within the City. (d) Provide loss prevention and safety and consulting services to Cities as required. (e) Provide claims adjusting and subrogation services for claims covered by the Authority's joint protection program. (f) Provide loss analysis by the use of statistical analysis, data processing, and record and file keeping services, in order to identify high exposure operations and to evaluate proper levels of self retention and deductibles. (g) Provide for Cities, as needed, a review of their contracts to determine sufficiency of indemnity and insurance provisions. (h) Conduct risk management audits to review the participation of each City in the program. The audit team shall include a representative from the Authority, the City involved and at least one other City. 11 (i) The Authority shall have such other responsibilities as deemed necessary by the Board of Directors in order to carry out the purposes of this Agreement. ARTICLE 17 Responsibilities of Member Cities Member Cities shall have the following responsibilities: (a) The City Council of each City shall appoint a representative and at least one alternate representative to the Board of Directors, pursuant to Article 7 of this Agreement. (b) Each City shall appoint an employee of the City to be responsible for the risk management function within that City, and to serve as a liaison between the City and the Authority as to risk management. (c) Each City shall maintain an active safety officer and /or committee, and shall consider all recommendations of the Authority concerning the development and implementation of a loss control policy to prevent unsafe practices. (d) Each City shall maintain its own set of records, as a loss log, in all categories of loss to insure accuracy of the Authority's loss reporting system. (e) Each City shall pay its premium and any readjusted amount promptly to the Authority when due. After withdrawal or termination, each City shall pay promptly to the Authority its share of any additional premium and accrued interest at a rate determined by the Board when and if required of it by the Board under Article 22 or 23 of this Agreement. (f) Each City shall 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. (g) Each City shall in any and all ways cooperate with and assist the Authority, and any insurer of the Authority, in all matters relating to this Agreement and covered losses, and will comply with all by -laws, rules and regulations adopted by the Board of Directors. 12 ARTICLE 18 Interim Period and Effective Date of Program (a) Interim Period. Once this Agreement has been initially signed, the estimated deposit charge for each City shall be developed and presented to each City by written notice. Each City shall have thirty (30) days from the receipt of such notice to withdraw from the Agreement. After the end of this thirty (30) day period, and prior to December 1, 1980, each City's actual deposit charge shall be determined. Each City which signed the Agreement shall be bound thereby unless the actual deposit charge for the first year exceeds the estimated deposit charge in the written notice. If the actual deposit charge exceeds the estimated deposit charge, a member City may nevertheless, elect to proceed with its participation in the joint protection program by informing the Authority, in writing, of its decision to that effect. (b) Effective Date. After each City's actual deposit charge for the first year has been determined, written notice to that effect shall immediately be given to all cities. The Joint Protection Program shall become effective thirty (30) days from the date of such notice. (c) Joint Protection Program. After this Agreement becomes effective, the Authority shall develop the details of the Joint Protection Program more fully described in Article 12 and 13 of this Agreement. ARTICLE 19 New Members After the effective date of the joint protection program is established by the Authority, according to the provisions of Article 18, additional cities shall not be permitted to become signatories to this Agreement, or to enter the joint protection program, during the first year of operation. Following the first year of operation, the Authority shall allow entry into the program 13 of new members approved by the Board only at the end of the fiscal year. Cities entering under this Article will 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. ARTICLE 20 Withdrawal (a) A Member City may withdraw as a party to this Agreement pursuant to requirements of Article 18. (b) A Member City which signs the Agreement and enters the joint protection program pursuant to Article 18 may not withdraw as a party to this Agreement and as a member of the Authority for a three -year period commencing on the effective date of the joint protection program, as determined by Article 18. (c) After the initial three -year noncancellable commitment to the program, a Member City may withdraw only at the end of any fiscal year, provided it has given the Authority a twelve -month written notice of its intent to withdraw from this Agreement and the joint protection program. ARTICLE 21 Cancellation The Authority shall have the right to cancel any Member City's participation in the joint protection program upon a three quarters vote of the entire Board of Directors. Any city so cancelled shall be given one hundred and eighty (180) days notice prior to the effective date of the cancellation. Any city so terminated shall have a period of six months coverage of the program, if they so desire. 14 ARTICLE 22 Effect of Withdrawal (a) The withdrawal of any City from this Agreement shall not terminate the same and no City by withdrawing shall be entitled to payment or return of any premium, consideration of property paid, or donated by the City to the Authority, or to any distribution of assets. (b) The withdrawal of any City after the effective date of the joint protection program shall not terminate its responsibility to contribute its share of premium or funds to any fund or insurance program created by the Authority until all claims, or other unpaid liabilities, covering the period the City was signatory hereto have been finally resolved and a determination of the final amount of payments due by the City or credits to the City for the period of its membership has been made by the Board of Directors. In connection with this determination, the Board may exercise similar powers to those provided for in Article 23(c) of this Agreement. ARTICLE 23 Termination and Distribution (a) This Agreement may be terminated any time during the first three noncancellable years by the written consent of all Member Cities, and thereafter by the written consent of three fourths of the Member Cities; 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. (b) Upon termination of this Agreement, all assets of the Authority shall be distributed only among the parties that have been Members of the joint protection program, including any of those parties which previously withdrew pursuant to Article 20(d) or 21 of this Agreement, in accordance with and proportionate to their cash (including premium) payments and property (at market value when received) contributions made during the term of this Agreement. The Board shall determine such distribution within six months after the last pending claim or loss covered by this Agreement has been finally disposed of. 15 (c) The Board is vested with all powers of the Authority for the purpose of winding up and dissolving the business affairs of the Authority. These powers shall include the power to require Member Cities, including those which were Member Cities at the time the claim arose or at the time the loss was incurred, to pay their share of any additional amount of premium deemed necessary by the Board for final disposition of all claims and losses covered by this Agreement. A City's share of such additional premium shall be determined on the same basis as that provided for annual premiums in Article 13(d) and (e) of this Agreement, and shall be treated as if it were the next year's annual premium for that City, subject to the limits described in Article 13(h) of this Agreement. ARTICLE 24 Provision for By -Laws and Manual As soon as practicable after the first meeting of the Board of Directors, and within the first twelve months of the Authority's existence, the Board shall cause to be developed Authority by -laws and a policy and procedure manual to govern the day -to -day operations of the Authority. Each Member City shall receive a copy of any by -laws, policy statement or manual developed under this Article. ARTICLE 25 Notices Notices to Member Cities hereunder shall be sufficient if mailed to the office of the City Clerk of the respective Member City. ARTICLE 26 Amendment This agreement may be amended at any time by the written approval of all City Councils or Commissions of Cities signatory to it, or by an amendment adopted in the manner provided for in the By -Laws. 16 ARTICLE 27 Prohibition Against Assignment No City may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any City shall have any right, claim or title to any part, share, interest, fund, premium or asset of the Authority. ARTICLE 28 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by authorized officials thereof on the date indicated in Appendix A. 17 DATE: DATE: DATE: DATE: .4v°m November 5, 1980 APPROVED AS TO FORM APPROVED AS TO FORM 4 C?() City Attorney /,3. 9e t) APPENDIX A CITY OF Des Moines By: G 9 22 7 7 Stan E. McNutt, City Manager Attest: 1 G 0 Marie H. Sovold, City Clerk CITY OF Everett WILLIAM E. MOORE, Mayor Attest: -0 G,y� -?--e-/ ELAINE MOSCHILLI, City Clerk CITY OF Kent By: Attest: CITY OF Lacey 18 °pert iams, Cl ty manager Attest: 72/ Timothy Mc %tire, City Clerk DATE: October 6, 1980 DATE: October 31, 1980 DATE: DATE: DATE: October 8, 1980 November 13, 1980 October 30, 1980 CITY OF By ROBERT LASHUA, Mayor Pro -Tem Attest: Attest:. Lity LierK PHILLIP/ DEXTER, City Clerk CITY OF Mercer Island By: BETH BLAND, Mayor C -II�O� Mountlake Terrace By: Attest:( I7)r Ron Swanson, City Clerk CITY OF Olympia By: /;2 1 Attest. 19 John E. Enbom, Mayor Ma rysville CITY OF Kirkland le T. Watson, Mayor Dean M. Walz, Deput erk Allen B. Locke Attest Tom J. t nderson ORIGINAL APPENDIX B TO INTERLOCAL AGREEMENT CREATING THE PUGET SOUND CITIES INTERLOCAL INSURANCE AUTHORITY WHEREAS, in 1980 the Washington Cities of Mercer Island, Mountlake Terrace, Olympia, Kirkland, Marysville, Lacey, Kent, Everett and Des Moines did enter into and sign an interlocal agreement, as authorized by Ch 48.62 RCW for the creation of an operation of a liability self- insurance pool for the mutual protection and benefit of said cities known as the Puget Sound Cities Interlocal Insurance Authority; and WHEREAS, the above referenced interlocal agreement provides in Art. 19 for the addition of new member cities to said Authority after one year of operation as determined by vote of the Board of Directors of said Authority; and WHEREAS, Art. IV, Sec. 8 of the By -laws of the Puget Sound Cities Interlocal Insurance Authority provides the procedure for the admission of new member cities to said Authority; and WHEREAS, on September 22, 1983 the Board of Directors of the Puget Sound Cities Interlocal Insurance Authority did pass a motion authorizing and inviting the Cities of Puyallup, Ocean Shores, Edmonds, Tukwila and Snohomish to become new members of said Authority; and WHEREAS, the Cities of Puyallup, Ocean Shores, Edmonds and Tukwila, by decision of their respective legislative and executive authorities, have decided to become new member cities to the Puget Sound Cities Interlocal Insurance Authority, commencing on January 1, 1984; NOW, THEREFORE, for and in consideration of all of the mutual benefits, covenants and agreements contained herein, the Cities of Puyallup, Ocean Shores, Edmonds and Tukwila, by signature of their respective authorized representatives to this Appendix B to the original interlocal agreement, do hereby agree to be bound to all the terms, conditions and covenants of the original interlocal agreement creating the Puget Sound Cities Interlocal Insurance Authority and to become members of said Authority commencing at 12:01 a.m. on January 1, 1984. The new member cities whose representatives sign this Appendix B agree that they shall be bound to the original interlocal agreement, which is incorporated by this reference herein and to which this Appendix B is attached; and, further agree that they shall be bound by all provisions and terms of the By -laws of the Puget Sound Cities Interlocal Insurance Authority as they now exist or may be amended in the future. The new member cities whose representatives sign this agreement shall have the benefits of the Joint Protection Program and obligations thereto as provided by the Puget Sound Cities Interlocal Insurance Authority commencing at 12:01 a.m., January 1, 1984. It is agreed and acknowledged that any new member city signing this Appendix B to the original interlocal agreement may withdraw from the interlocal agreement within the time and under the conditions allowed as set forth in Art. IV, Sec. 8 of the Puget Sound Cities Interlocal Insurance Authority and that said Art. IV, Sec. 8 of said By -laws is incorporated by reference to this Appendix B. -2- IN WITNESS WHEREOF, the parties hereto have executed this Appendix B to the Interlocal Agreement creating The Puget Sound Cities Interlocal Insurance Authority by authorized officials thereof on the date indicated below. DATE: 410-11"; /413 ATTEST: i /�h� 1 L DATE: i /99 f ATTEST: ATTEST: DATE: 7, /913 ATTEST: DATE: City of By. City of Edmonds BY: 7hz'w h/c _-e Mayor City of TUK /()o City of By: Mayor Mayor Mayor ATTEST /AUTHENTICATED: Jane E. Cantu, City Clerk APPROVED AS TO FORM: C Y OF LKW _A tad OFFICE OF CITY AT Filed with the City Clerk: 9.2 Passed by the City Council: 9- 9 .2, Resolution Number 1202 WASHINGTON A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, APPROVING AMENDMENTS TO THE INTERLOCAL AGREEMENT CREATING THE WASHINGTON CITIES INSURANCE AUTHORITY. WHEREAS, the Washington Cities Insurance Authority has been a functioning and operating organization for the past ten years, and; WHEREAS, Article 26 of the Interlocal Agreement creating the Washington Cities Insurance Authority allows for amendment of the Interlocal Agreement, and; WHEREAS, the Board of Directors of the Washington Cities Insurance Authority has identified certain articles of the Interlocal Agreement which are in need of amendment to promote future efficiencies of operation; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, DO HEREBY RESOLVE THAT THERE IS UNANIMOUS APPROVAL TO ADOPT THE ATTACHED PROPOSED CHANGES TO CERTAIN SECTIONS OF THE INT'ERLOCAL AGREEMENT CREATING WCIA, INCLUDED HEREBY IN REFERENCE, AND THAT THERE IS FURTHER APPROVAL TO PRESENTATION OF SAME TO EACH OF THE OTHER MEMBER CITY COUNCILS FOR THEIR RATIFICATION AND APPROVAL. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a regular meeting thereof this 6th day of april 1992 Allan Ekberg, Council Pre fdTeent WCIA Interlocal Agreement October 1, 1991 Page 1 3 INTERLOCAL AGREEMENT: 4 5 CREATING THE WASHINGTON CITIES 6 7 INSURANCE AUTHORITY 8 9 10 THIS AGREEMENT is made and entered into in the State of 11 Washington by and among the municipal corporations organized and 12 existing under the Constitution or laws of the State of Washington, 13 hereinafter collectively referred to as "Member Cities" or "Cities 14 and individually as "Member City" or "City" which are parties 15 signatory to this Agreement and listed in Appendix A, which is 16 attached hereto and made a part hereof. Said Cities are sometimes 17 referred to herein as "parties 18 19 20 RECITALS 21 22 WHEREAS, Ch. 48.62 RCW provides that two or more local 23 governmental entities may, by interlocal agreement,- p1-ev36e 24 iointly purchase insurance. iointly self insure. and /or iointiv hire 25 risk management services for any pe.ypese any authorized purpose by 26 any one or more of certain specified methods, and; 20 WHEREAS, each of the parties to this Agreement desires to join 29 together with the other parties for the purpose of pooling their self 30 insured losses and jointly purchasing excess insurance and 31 administrative services in connection with a Joint Protection Program 32 for said parties, and; 33 34 WHEREAS, it appears economically feasible and practical for the 35 parties to this Agreement to do so; 36 37 NOW, THEREFORE, for and in consideration of all of the mutual 38 benefits, covenants and agreements contained herein, the parties 39 hereto agree as follows: 40 41 42 ARTICLE I 43 44 Definitions 45 46 The following definitions shall apply to the provisions of the 47 Agreement: 48 49 (a) "Authority" shall mean the Washington Cities Insurance 50 Authority created by this Agreement. 51 (b) "Board of Directors" or "Board" shall mean the governing body of the Authority. WCIA Interlocal Agreement October 1, 1991 Page 2 (c) "Claims" shall mean demands made against the Authority 3 arising out of occurrences which are within the Authority's Joint 4 Protection Program as developed by the Board of Directors. 5 6 (d) "Excess Insurance" shall mean that insurance purchased on 7 behalf of the Authority to protect the funds of the Authority against 8 catastrophes or an unusual frequency of losses during a single year. 9 10 (e) "Executive Committee" shall mean the Executive Committee of 11 the Board of Directors of the Authority. 12 13 (f) "Fiscal Year" shall mean that period of twelve months which 14 is established as the fiscal year of the Authority. 15 16 (g) "InsuraneeCoveracre" shall mean and include self- insurance 17 through a funded program and /or any commercial insurance contract. 18 19 (h) "Executive Director" shall mean that employee of the 20 Authority who is appointed by the Board of Directors, and responsible 21 for the management and administration of the Joint Protection Program 22 of the Authority. 23 24 25 ARTICLE 2 2' Purpose 29 This Agreement is entered into by Cities in order to provide more 30 comprehensive and economical liability coverage, to provide for the 31 economical and self insurance pooling of }nsta.anee-- eeveregerisk 32 exposures for all forms of insurance available or required by law for 33 municipal corporations and for which State law authorizes the 34 formation of pooling organizations to provide such insurance, to 35 reduce the amount and frequency of Cities losses, and to decrease the 36 cost incurred by Cities in the handling and litigation of claims. 37 This purpose shall be accomplished through the exercise of the powers 38 of Cities jointly in the creation of a separate entity, the Washington 39 Cities Insurance Authority, to administer a Joint Protection Program 40 wherein cities will iointly pool and self insure their losses and 41 claims, and may jointly purchase excess insurance and administrative 42 and other services including claims adjusting, data processing, risk 43 management consulting, loss prevention, legal and related services. 45 It is also the purpose of this Agreement to provide, to the 46 extent permitted by law, for the inclusion at a subsequent date of 47 such additional municipal corporations organized and existing under 48 the Constitution or laws of the State of Washington as may desire to ;9 become parties to this Agreement and members of the Authority, subject 50 to approval by the Board of Directors. WCIA Interlocal Agreement October 1, 1991 Page 3 It is also the purpose of this Agreement to provide, to the 3 extent permitted by law, that the Authority may, in the discretion of 4 its Directors, contract with non member Cities or other municipal 5 corporations in the State of Washington to provide, at a reasonable 6 charge, such non member Cities or municipal corporations 7 administrative and other services including claims adjusting, data 8 processing, risk management consulting, loss prevention and training. 9 10 11 ARTICLE 3 12 13 Parties to Agreement 14 15 Each party to this Agreement certifies that it intends to and 16 does contract with all other parties who are signatories of this 17 Agreement and, in addition, with such other parties as may later be 18 added to and signatories of this Agreement pursuant to Article 19. 19 Each party to this Agreement also certifies that the deletion of any 20 party from this Agreement, pursuant to Articles 20 and 21, shall not 21 affect this Agreement nor such party's intent to contract as described 22 above with the other parties to the Agreement then remaining. 23 24 25 ARTICLE 4 Term of Agreement 2b 29 This Agreement shall become effective on January 1, 1981, and 30 shall continue for not less than three years until and unless 31 terminated as hereinafter provided. 32 33 34 ARTICLE 5 35 36 Creation of Authority 37 38 Pursuant to Ch. 48.62 RCW, the debts, liabilities and obligations 39 of the Authority shall not constitute debts, liabilities or 40 obligations of any party to this Agreement. 41 42 43 ARTICLE 6 44 45 Powers of Authority' 46 47 (a) The Authority shall have the powers common to Cities and is 48 hereby authorized to do all acts necessary for the exercise of said 49 common powers, including, but not limited to, any or all of the 50 following: 51 1) To make and enter into contracts; 54 2) To .incur debts, liabilities or obligations; WCIA Interlocal Agreement October 1, 1991 Page 4 3) To acquire, hold or dispose of property, contributions 3 and donations of property, funds, services and other forms 4 of assistance from persons, firms, corporations and 5 governmental entities; 6 7 4) To sue and be sued in its own name; and 8 9 5) To exercise all powers necessary and proper to carry 10 out the terms and provisions of this Agreement, or otherwise 11 authorized by law. 12 13 (b) Said powers shall be exercised pursuant to the terms hereof 14 and in the manner provided by law. 15 16 17 ARTICLE 7 18 19 Board of Directors 20 21 (a) The Authority shall be governed by the Board of Directors 22 which is hereby established and which shall be composed of one 23 representative from each Member City who is an employee or official of 24 that City, as appointed by the City Council, Commission, or appointing 25 official of that City. Each City Council, Commission, or appointing 26 official in addition to appointing a member of the Board, shall appoint at least one alternate who also shall be an officer or 2� employee of that City. The alternate appointed by a City shall have 29 the authority to attend, participate in and vote at any meeting of the 30 Board when the regular member for whom he or she is an alternate is 31 absent from said meeting. 32 33 (b) Each member or alternate of the Board shall be appointed for 34 a one year term and until a successor is appointed. Each member or 35 alternate shall serve at the pleasure of the City by which he or she 36 has been appointed as long as he or she is an officer or employee of 37 the City. 30 39 (c) Each member of the Board shall have one vote. 40 41 42 ARTICLE 8 43 44 Powers of the Board of Directors 45 46 The Board of Directors of the Authority shall have the following 47 powers and functions: 48 49 (a) The Board may elect from its members, pursuant to Article 10 50 of this Agreement, an Executive Committee to which it may give 51 authority to make and implement any decisions, including those involving the administration of the Authority, except those decisions that would require an amendment of this Agreement, under Article 26 54 herein. WCIA Interlocal Agreement October 1, 1991 Page 5 1 2 (b) The Board may review all acts of the Executive Committee, 3 and shall have the power to modify and /or override any decision or 4 action of the Executive Committee upon a majority vote of the entire 5 Board of Directors. 6 7 (c) The Board shall review, modify if necessary, and approve the 8 annual operating budget of the Authority. 9 10 (d) The Board shall receive and review periodic accounting of 11 all funds under Article 14 and 15 of this Agreement. 12 13 (e) The Board shall have the power to conduct on behalf of the 14 Authority, all business of the Authority which the Authority may 15 conduct under the provisions hereof and pursuant to law. 16 17 (f) The Board shall determine and select a Joint Protection 18 Program for the Authority. 19 20 (g) The Board shall determine and select all necessary 21 instruments of coveraae inscrrnnee7-- 3TreiArd4trg .,,:.,,z, insuranee; 22 neeeaeary -to carry out the Joint Protection Program of the Authority. 23 24 (h) The Board shall have the authority to contract for or 25 develop various services for the Authority, including, but not limited 26 to claims adjusting, loss control and risk management consulting 27 services. 28 29 (i) The Board shall appoint an Executive Director of the 30 Authority and shall receive and act upon reports of the Executive 31 Director. 32 33 (j) The Executive Director shall have the power to hire such 34 persons as the Board authorizes for the administration of the 35 Authority, including the "borrowing" of management -level employees 36 from one or more of the Member Cities to assist in the development 37 phase of the Joint Protection Program of the Authority, subject to the 38 approval of the Member City. Any Member City whose employee is so 39 "borrowed" according to this provision shall be reimbursed by the 40 Authority for that employee's time spent or services rendered on 41 behalf of the Authority. 42 43 (k) The Executive Director shall have the general supervisory 44 control over the day -to -day decisions and administrative activities of 45 the Authority. 46 47 (1) The Board shall have such other powers and functions as are '48 provided for in this Agreement, including, but not limited to, the 49 power to authorize the contracts with non member Cities or municipal 50 corporations and the "Authority to provide services to such non 51 members as set forth in Article 2, upon such terms and conditions as 52 the Director shall decide appropriate. WCIA Interlocal Agreement October 1, 1991 Page 6 3 ARTICLE 9 4 5 Meetings of the Board of Directors 6 7 (a) Meetings. The Board shall provide for its regular, 8 adjourned regular and special meetings; provided, however, that it 9 shall hold at least one regular meeting annually. 10 11 (b) Minutes. The Board of the Authority shall cause minutes of 12 regular, adjourned regular and special meetings to be kept and shall, 13 as soon as possible after each meeting, cause a copy of the minutes to 14 be forwarded to each member of the Board and to each City. 15 16 (c) Quorum. A majority of the members of the Board shall 17 constitute a quorum for the transaction of business, except that less 18 than a quorum may adjourn from time to time. A vote of the majority 19 of those members present at a meeting shall be sufficient to 20 constitute action by the Board. 21 22 23 ARTICLE 10 24 25 Executive Committee The Board of Directors may appoint at any time of the year during 20 a Board meeting an Executive Committee of the Board of Directors which 29 shall consist of an odd number of not less than five nor more than 30 nine members, as determined by the Board of Directors. Two of the 31 members of the Executive Committee shall be the President of the Board 32 of Directors, and the Vice President of the Board of Directors; the 33 remainder of the members, after their original election, shall be 34 elected by the Board of Directors at the same time the officers of the 35 Board are elected in January of each calendar year. The President of 36 the Authority, or the Vice President in his or her absence, shall 37 serve as the Chairperson of the Executive Committee. The Board of 38 Directors may delegate any of the powers of the Board as outlined in 39 Article 8 to the Executive Committee and may establish and delegate 40 any other powers and duties the Board deems appropriate. WCIA Interlocal Agreement October 1, 1991 Page 7 3 ARTICLE 11 4 5 Officers of the Authority 6 7 (a) President and Vice President. The Board shall elect a 8 President and Vice President of the Authority at its first meeting, 9 each to hold office for one year term and until successor is elected. 10 Thereafter in January of each succeeding calendar year, the Board 11 shall elect or re- elect the President and Vice President for the 12 ensuing year. In the event the President or Vice President so elected 13 ceases to be a member of the Board, the resulting vacancy in the 14 office of President or Vice President shall be filled at the next 15 regular or special meeting of the Board held after such vacancy 16 occurs. In the absence or inability of the President to act, the Vice 17 President shall act as President. The President, or in his or her 18 absence, the Vice President, shall preside at and conduct all meetings 19 of the Board and shall be a member and the Chairperson of the 20 Executive Committee. 21 22 (b) Executive Director. The Executive Director shall have the 23 general administrative responsibility for the activities of the Joint 24 Protection Program and shall appoint all necessary employees thereof. 25 2 (c) Treasurer. The Treasurer shall be appointed by the Board and shall be a person other than the Executive Director. The duties 20 of the Treasurer are set forth in Article 14 and 15 of this Agreement. 29 30 (d) Attorney. The Board of Directors shall select an attorney 31 for the Authority. The attorney may be, but is not required to be, a 32 City Attorney, from a Member City. In the event the attorney is 33 precluded from acting because of a conflict of interest or legal 34 impediment, or for other good reason, the Board may employ independent 35 counsel as the attorney for the Authority. The attorney shall serve 36 at the pleasure of the Board of Directors. 37 38 39 ARTICLE 12 40 41 1 Insurance- Coverage 42 43 (a) The iristi:.•ar,ee— coverage provided for Member Cities by the 44 Authority shall be defined by the Board and may allow or require 45 protection for comprehensive liability, personal injury, errors and 46 omissions, contractual liability, and such other areas of coverage as 47 the State shall require or the Board shall determine. 48 49 1 (b) The Authority shall maintain an =nst; ranee coverage limit for 50 Member Cities determined by the Board of Directors to be adequate. 51 1 The Board may arrange purchase of a group insurance policy for Member Cities interested in obtaining additional coverage above this limit, at an additional cost to those participating Cities. WCIA Interlocal Agreement October 1, 1991 Page 8 (c) The Board may arrange for the purchase of any other 3 insurance deemed necessary to protect the funds of the Authority 4 against catastrophes. 5 6 7 ARTICLE 13 8 9 Development of the Joint Protection Program 10 11 (a) As soon as practicable after the effective date of this 12 Agreement, but prior to the effective date of the Joint Protection 13 Program, the Board of Directors shall adopt the Authority's Joint 14 Protection Program, including the nsttrenee- coverage provided for in 15 Article 12, the amount: of initial pren the precise cost 16 allocation plan and formula, the pro forma financial statement of the 17 l Authority, and the amount and type of excess insurance tewhich may be 18 procured. 19 20 (b) The Joint Protection Program provided by the Authority shall 21 extend to all city department operations except transit, aviation and 22 hospitals, unless otherwise excluded by the Board of Directors. 23 24 1 (c) The initial premi- umassessment for each City shall be 25 determined by the Board, in its discretion, based upon a fair formula 2 which shel3-mav consider, but not be limited to, total City worker hours. total City payroll, administrative experience of the City, the previous loss experience of the City, the liability risks of the City 29 and the costs to the Authority of adding the City as a member. 30 31 (d) The cost allocation plan and formula adopted by the Board 32 shall provide for an adjustment in the Member Cities' 33 prennr..sassessments at the end of the first year of operation, and 34 annually thereafter, in order to produce an assessment- preei-um for the 35 following year for each City shall consider. but not be limited to, 36 the that s- ee -te- the- snm -e€ -the- following three- items: 37 38 1) That amount of losses borne individually by the City, 39 as determined by the Board; and 40 41 2) The City's share of pooled losses and other expenses, 42 as determined by the Board; and 43 44 3) The City's contribution to a catastrophe fund and 45 reserves for incurred -but- not reported losses, and amount of 46 such fund and reserves to be determined by the Board. 47 48 (e) The Board may at any time make suet- additional assessment 49 ad to correct any fund deficit as the Board deems necessary 50 to maintain the financial integrity of the Authoritv.erer..iar.: 51 edj-ustmert5- retrespeetve -te- the- prier -year- and -eeeh- Member cty -sheii peg'- any-8ei preninn- regal red -hy- sueh- retrespeet ve-adj.ustment. WCIA Interlocal Agreement October 1, 1991 Page 9 (f) The Board shall adopt criteria for determining each City's 3 annual share of pooled losses, expenses and contribution to a 4 catastrophe fund which may include the City's payroll as compared to 5 the total payroll of all Member Cities, the City's individual loss 6 experience, and such other criteria as the Board may determine to be 7 relevant. 8 9 (g) The annual readjustment of the amount of premiumassessment 10 shall be made and notices for readjusted pr emixmassessment amounts and 11 the next year's premiumeassessments shall be distributed at least 12 ninety (90) days prior to the close of each fiscal year. This 13 I premiumassessment amount, together with any readjusted amount due 14 under paragraph (c) above, shall be due and payable on or before 15 fifteen (15) days after the beginning of the fiscal year. 16 17 (h) Inasmuch as some Member Cities may experience an unusual 18 frequency of losses during a single fiscal year, which could increase 19 I their final premixmassessment substantially awe -t a,LcYci rt"eiri-t.rm 20 for that year and cause budgetary problems, the Board may provide for 21 I payment of a portion of such eddi- tienel- pre:niamassessment to be made 22 over a period of time, not to exceed three years, plus reasonable 23 interest. 24 25 ARTICLE 14 io Accounts and Records 29 30 (a) Annual Budget. The Authority shall annually adopt an 31 operating budget, pursuant to Article 8(c) of this Agreement. 32 33 (b) Funds and Accounts. The Authority shall establish and 34 maintain such funds and accounts as may be required by state law and 35 propergeed accounting practices. Books and records of the Authority 36 shall be in the hands of the Treasurer and shall be open to any 37 inspection at all reasonable times by representatives of Member 38 Cities. 39 40 (c) Executive Director's Report. The Executive Director, within 41 one hundred and twenty (120) days after the close of each fiscal year, 42 shall give a complete written report of all financial activities for 43 such fiscal year to the Board and to each Member City. 44 45 (d) Annual Audit. The Board may provide for a certified,. annual 46 audit of the accounts and records of the Authority such audit shall 47 conform to generally accepted auditing standards. When such an audit 48 of the accounts and records is made by a Certified Public Accountant, 49 a report thereof shall be filed as a public record with each of the 50 Member Cities. Such report shall be filed within six (6) months of 51 the end of the year under examination. WCIA Interlocal Agreement October 1, 1991 Page 10 39 40 41 42 43 44 45 46 47 48 49 50 2 (d) Costs. Any costs of the audit, including contracts with, or 3 employment of, Certified Public Accountants, in making an audit 4 pursuant to this Article, shall be borne by the Authority and shall be 5 considered included within the term "administrative costs 6 7 8 ARTICLE 15 9 10 Responsibility for Monies 11 12 (a) The Treasurer of the Authority shall have the custody of and 13 disburse the Authority's funds subject to Board approval. He or she 14 shall have the authority to delegate the signatory function to such 15 persons as are authorized by the Board. 16 17 (b) A bond in the amount set by the Board, as outlined by State 18 RCW shall be required of all officers and personnel authorized to 19 disburse funds of the Authority, such bond to be paid for by the 20 Authority. 21 22 (c) The Treasurer's duties shall include: 23 24 (1) Receive and receipt for all money of the Authority and 25 place it in the treasury to the credit of the Authority; (2) Be responsible upon his or her official bond for the 28 safekeeping and disbursement of all of the Authority's money 29 so held by him or her; 30 31 (3) Pay, when due, out of money of the Authority so 32 held by him or her, all sums payable on outstanding debts of 33 the Authority; 34 35 (4) Pay any other sums due from the Authority money only 36 upon request: for payment signed by the President of the 37 Board or the Executive Director. The Board may designate an 38 alternate signature for each; and (5) Verify the report in writing on the first day of July, October, January and April of each year to the Authority and to Member Cities the amount of money held for the Authority, the amount of receipts since the last report, and the amount paid out since the last report. ARTICLE 16 Responsibilities of the Authority The Authority shall perform the following functions in discharging its responsibilities under this Agreement: WCIA Interlocal Agreement October 1, 1991 Page 11 (a) Provide insuranee- coverage by whatever means and methods the 3 Board deems approuriateas- a- aLzavy, including but not limited to a 4 self- insurance fund and commercial insurance, as well as excess 5 coverage and umbrella insurance, by negotiation or bid, and purchase, 6 as necessary. 7 8 (b) Assist Cities in obtaining insurance coverages for risks not 9 included within the basic coverage of the Authority. 10 11 (c) Assist each City's assigned risk manager with the 12 implementation of that function within the City. 13 14 (d) Provide loss prevention and safety and consulting services 15 to Cities as required. 16 17 (e) Provide claims adjusting and subrogation services for claims 18 covered by the Authority's Joint Protection Program. 19 20 (f) Provide loss analysis by the use of statistical analysis, 21 data processing, and record and file keeping services, in order to 22 identify high exposure operations and to evaluate proper levels of 23 self- retention and deductibles. 24 25 (g) Provide for Cities, as needed, a review of their contracts 26 to determine sufficiency of indemnity and insurance provisions. (h) Conduct risk management audits to review the participation 29 of each City in the program. The audit shall be performed by the 30 Executive Director, or, at the discretion of the Board, an independent 31 auditor may be retained by contract to conduct the audits. 32 33 (i) The Authority shall have such other responsibilities as 34 deemed necessary by the Board of Directors in order to carry out the 35 purposes of this Agreement. 36 37 38 ARTICLE 17 39 40 Responsibilities of Member Cities 41 42 Member Cities shall have the following responsibilities: 43 44 (a) The City Council, Commission, or appointing official of each 45 City shall appoint a representative and at least one alternate 46 representative to the Board of Directors, pursuant to Article 7 of 47 this Agreement. 48 49 (b) Each City shall appoint an employee of the City to be 50 responsible for the risk management function within that City, and to 51 serve as a liaison between the City and the Authority as to risk management. WCIA Interlocal Agreement October 1, 1991 Page 12 (c) Each City shall maintain an active safety officer and /or 3 committee, and shall consider all recommendations of the Authority 4 concerning the development and implementation of a loss control policy 5 to prevent unsafe practices. 6 7 (d) Each City shall maintain its own set of records, as a loss 8 log, in all categories of loss to insure accuracy of the Authority's 9 loss reporting system. 10 11 (e) Each City shall pay its preminmassessment and any readjusted 12 amenntassessment promptly to the Authority when due. After withdrawal 13 or termination, each City shall pay promptly to the Authority its 14 1 share of any additional premixmassessment and accrued interest at a 15. rate determined by the Board when and if required of it by the Board 16 under Article 22 or 23 of this Agreement. 17 18 (f) Each City shall provide the Authority with such other 19 information or assistance as may be necessary for the Authority to 20 carry out the Joint Protection Program under this Agreement. 21 22 (g) Each City shall in any and all ways cooperate with and 23 assist the Authority, and any insurer of the Authority, in all matters 24 relating to this Agreement and covered losses, and will comply with 25 all by -laws, rules and regulations adopted by the Board of Directors. 2= 20 ARTICLE 18 29 30 Interim Period and Effective Date of Program 21 32 (a) Interim Period. Once this Agreement has been initially 33 signed, the estimated deposit charge for each City shall be developed 34 and presented to each City by written notice. Each City shall have 35 thirty (30) days from the receipt of such notice to withdraw from the 36 Agreement. 37 38 After the erid of this thirty (30) day period, and prior to 39 December 1, 1980, each City's actual deposit charge shall be 40 determined. Each City which signed the Agreement shall be bound 41 thereby unless the actual deposit charge for the first year exceeds 42 the estimated deposit charge in the written notice. If the actual 43 deposit charge exceeds the estimated deposit charge, a Member City may 44 nevertheless, elect to proceed with its participation in the Joint 45 Protection Program by informing the Authority, in writing, of its 46 decision to that effect. 47 48 (b) Effective Date. After each City's actual deposit charge for 49 the first year has been determined, written notice to that effect 50 shall immediately be given to all Cities. The Joint Protection 51 Program shall become effective thirty (30) days from the date of such notice. WCIA Interlocal Agreement October 1, 1991 Page 13 (c) Joint Protection Program. After this Agreement becomes 3 effective, the Authority shall develop the details of the Joint 4 Protection Program more fully described in Article 12 and 13 of this 5 Agreement. 6 7 8 ARTICLE 19 9 10 New Members 11 12 After the effective date of the Joint Protection Program is 13 established by the Authority, according to the provisions of Article 14 18, additional Cities shall not be permitted to become signatories to 15 this Agreement, or to enter the Joint Protection Program, during the 16 first year of operation. Following the first year of operation, the 17 Authority shall allow entry in the program of new members approved by 18 the Board at such time during the year as the Board deems appropriate. 19 Cities entering under this Article will be recruired to pay their share 20 of organizational expenses as determined by the Board, including those 21 necessary to analyze their loss data and determine their 22 i prernumsassessment. 23 24 25 ARTICLE 20 Withdrawal and Cancellation '4a 29 a) City Withdrawal From Authority Membership 30 31 (1) A Member City may withdraw as a party to this Agreement 32 pursuant to requirements of Article 18. 33 34 (2) A Member City which signs the Agreement and enters the 35 Joint Protection Program pursuant to Article 18 may not 36 withdraw as a party to this Agreement and as a member of the 37 Authority for a three -year period commencing on the 38 effective date of the Joint Protection Program, as 29 determined by Article 18. 40 41 (3) After the initial three -year non cancelable commitment 42 to the program, a Member City may withdraw from membership 43 only at the end of any fiscal year of the Authority, 44 provided it has given the Authority twelve months prior 45 written notice of its intent to withdraw from this 46 Agreement. Such notice shall be hand carried or mailed to 47 the offices of the Authority by certified mail. WCIA Interlocal Agreement October 1, 1991 Page 14 (4) Withdrawal of membership will result in automatic 3 cancellation of such Member City's participation in the 4 Joint Protection Program, any excess insurance and any other 5 programs offered by the Authority effective the date of 6 withdrawal. Further, the Authority reserves the right to 7 non -renew said withdrawing Member City's coverage in any 8 Authority program during such City's notice period. 9 10 b) Authority Termination of City Membership 11 12 1) The Authority shall have the right to terminate any 13 City's membership in the Authority at any time. Such 14 Termination of Membership shall be upon a majority vote of 15 the Board of Directors present at a full Board meeting where 16 such motion for termination of membership is presented. A 17 City's termination of membership shall become effective no 18 later than sixty (60) days after the date such motion is 19 passed, but in no event shall membership extend beyond the 20 last day of coverage in the current Authority nsurartee 21 eaverage- "program in which said City is a participant. 22 23 2) For purposes of this section, Membership in the 24 Authority consists of a Member City's right to have a 25 representative on the Board of Directors and to vote on Board matters, and the right to participate or receive coverage in any Joint Protection Program, self- insured 20 retention or excess insurance program, and to utilize any 29 Authority services or programs. 30 31 3) The Authority shall notify a City in writing of its 32 intent to vote on a motion for Termination of Membership of 33 the City at least 30 days before the meeting at which the 34 motion is to be voted upon. The notification shall include 35 reasons for the proposed Termination of Membership. The 36 affected City has the right to be represented at the meeting 37 where the motion for Termination of Membership is to be 38 voted upon and will be provided an opportunity to address 39 the Board members present if they so choose. 40 41 42 ARTICLE 21 43 44 Cancellation of Coverage 45 46 a) The Authority shall have the right to cancel any Member 47 1 City's participation in any insuranee— coverage program offered by or 48 through the Authority. The terms of such cancellation of coverage 49 will be specified in each of the coverage documents for the 50 Authority's various programs, except that excess coverage in any 51 program shall automatically cancel effective the date of cancellation of its self insured coverage. Further coverage in all Authority programs shall cease effective the date of Member City's voluntary 54 withdrawal of membership from the Authority. WCIA Interlocal Agreement October 1, 1991 Page 15 b) The Authority may cancel any Member City's participation in 3 Zany nsaranee— coverage program offered by or through the Authority 4 without termination of the Member City's membership in the Authority. 5 However, any City whose Membership in the Authority has been 6 terminated pursuant to Article 20(B) shall automatically be canceled 7 1from participation in all insarenee— coverage programs offered by or 8 through the Authority as of the effective date of termination of 9 membership. 10 11 12 ARTICLE 22 13 14 Effect of Withdrawal 15 16 (a) The withdrawal of any City from this Agreement shall not 17 terminate the same and no City by withdrawing shall be entitled to 18 1 payment or return of any prem4umassessment, consideration of property 19 paid, or donated by the City to the Authority, or to any distribution 20 of assets. 21 22 (b) The withdrawal of any City after the effective date of the 23 Joint Protection Program shall not terminate its responsibility to 24 1 contribute its share of pxernium-oi- -funds to any fund or nsuranee 25 program created by the Authority until all claims, or other unpaid liabilities, covering the period the City was signatory hereto have been finally resolved and a determination of the final amount of 28 payments due by the City or credits to the City for the period of its 29 membership has been made by the Board of Directors. In connection 30 with this determination, the Board may exercise similar powers to 31 those provided for in Article 23(c) of this Agreement. 32 33 34 ARTICLE 23 35 36 Termination and Distribution 37 38 (a) This Agreement may be terminated any time during. the first 39 three noncancelable years by the written consent of all Member Cities, 40 and thereafter by the written "consent of three fourths of the Member 41 Cities; provided, however, that this Agreement and the Authority 42 shall continue to exist for the purpose of disposing of all claims, 43 distribution of assets and all other functions necessary to wind up 44 the affairs of the Authority. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 2� WCIA Interlocal Agreement October 1, 1991 Page 16 (b) Upon termination of this Agreement, all assets of the Authority shall be distributed only among the parties that have been Members of the Joint Protection Program, including any of those parties which previously withdrew pursuant to Article 20 or 21 of this Agreement, in accordance with and proportionate to their cash (including prem#xmassessment) payments and property (at market value when received) contributions made during the term of this Agreement. The Board shall determine such distribution within six months after the last pending claim or loss covered by this Agreement has been finally disposed of. (c) The Board is vested with all powers of the Authority for the purpose of winding up and dissolving the business affairs of the Authority. These powers shall include the power to require Member Cities, including those which were Member Cities at the time the claim arose or at the time the loss was incurred, to pay their share of any additional amount of pram xmassessment deemed necessary by the Board for final disposition of all claims and losses covered by this Agreement. A City's share of such additional prem shall be determined on the same basis as that provided for annual preminmsassessments in Article 13(d) and (e) of this Agreement, and shall be treated as if it were the next year's annual premiamassessment for that City, subject to the limits described in Article 13(h) of this Agreement. GU ARTICLE 24 29 30 Provisions for By Laws and Manual 31 32 As soon as practicable after the first meeting of the Board of 33 Directors, and within the first twelve months of the Authority's 34 existence, the Board shall cause to be developed Authority By -Laws and 35 a policy and procedure manual to govern the day -to -day operations of 36 the Authority. Each Member City shall receive a copy of any By -Laws, 37 policy statement or manual developed under this Article. 38 39 40 ARTICLE 25 41 42 Notices 43 44 Notices to Member Cities hereunder shall be sufficient if mailed 45 to the office of the City Clerk of the respective Member City. WCIA Interlocal Agreement October 1, 1991 Page 17 3 ARTICLE 26 4 5 Amendment 6 7 This Agreement may be amended at any time by the written approval 8 1 of two- thirds of all City Councils or Commissions of Cities signatory 9 to it, or by an amendment adopted in the manner provided for in the 10 By -Laws. 11 12 13 ARTICLE 27 14 15 Prohibition Against Assignment 16 17 No City may assign any right, claim or interest it may have under 18 this Agreement, and no creditor, assignee or third party beneficiary 19 of any City shall have any right, claim or title to any part, share, 20 1 interest, fund, prem umassessment or asset of the Authority. 21 22 23 ARTICLE 28 24 25 Agreement Complete The foregoing constitutes the full and complete Agreement to the :co parties. There are no oral understandings or agreements not set forth 29 in writing herein. 30 31 IN WITNESS WHEREOF, the parties hereto have executed this 32 Agreement by Authorized officials thereof on the date indicated in the 33 appropriate Appendix. 34