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RESOLUTION NO. 79 -91
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF TUSTI:. , CALIFORNIA, TO .APPROVE
CERTAIN 140DIFICATIONS TLO ''!''HE JOINT
POrV7ERS AGREEMENT AND RELATED BY LAWS
FOR THE ORANGE COUNTY CITIES RISK
MANAGEMENT T AUTHORITY .
WHEREAS, the City Council of the Ci ter o.-F- Tustin, hereinafter
ref erred to as Council, author zed ' nart ic i.pat ion by the City in
the orange County Cities. Risk _74anagemen t Authority, hereinafter
referred to as OCCIUMA and
WHEREAS, OCCRr4A now has been in existence for more than
one year and has achieved substantial savings for member
cities in their cost of risk management, and
WHEREAS, this experience of more than one year has shown
the need for revisions to the Joint Powers Agreement and re--
fated By Laws in order to clarify the bases for allocating
costs among- member cities, to simplify and clarify the process
of admitting new member cities, and to make various rt ..nor admin-
istrative changes to these documents, and
WHEREAS., the Risk Management Board of 0CCR'`1A has
unanimously endorsed these proposed changes, and
WHEREAS, approval of 6 of the 8 OCCR1-!A City Councils is
required to effect changes to the Joint Powers Agreement or
to the By Laws,
NOW, THEREFORE, BE IT RESOLVED that the City Council of
the City of Tustin approves the attached proposed changes
to the OCCR 4-A Joint Powers Agreement and the By Laws, 'and
alih.ori ze s- and directs the 4ayor and City Clerk to execute
approval thereof on. behalf of the City of Tustin.
PASSED, APPROVED AND ADOPTED at a regular meeting of
the City Council of the City of Tustin held on this 3rd day of
December , 1979 .
32 .,
ATTEST:.' 1,11AY0
6L-� ('o4,
CITY CLERK
JGR:se :D :11/20/79
r
jT��iE OF CALIFORNIA } .
COTUNTY OF ORANGE ) SS -
CILTY OF TUSTIN )
<'T C. POE City Clerk and ex-officio Clerk of the City Counoil of the
R•..j s �. C , Y
City or Tustin, California, doe number s hereby certify that the ohole nuer of
;;ambers of the City Council of the City of Tustin is five; . that the
�h.. � � y
above and foregoing Resolution No. 79 -91 was duly and regularly
5' g �- regular xreetin of the city- Cou �cib 1.
introduced, passed and adopL.ed at a regul g
e 3rd day of December , 1979, by the following
held on the y
A.....5: CpjjNNCIWIEN: Schuster, Saltarelli, Shan Kennedy, Welsh
S : C0UNCILMI7,N: None
BISEN- T : CO - `:C112.1 'N : None
rI C. pOEr City er'31-6f CitA of Tust: - - California
., , .. • •;.. ?+�, ,,,.tie 1 s r r rarjtiry!3
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PROPOSED REVISIONS 9/19/79
JOINT EXERCISE OF POWERS
AGREEMENT TO PROVIDE
RISK MANAGEMENT FOR CITIES
IN THE COUNTY OF
ORANGE, CALIFORNIA
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JOINT EXERCISE OF POWERS
AGREEMENT TO PROVIDE
RISK MANAGEMENT FOR CITIES
IN THE COUNTY OF
ORANGE, CALIFORNIA
(Sec. 1.100) JOINT EXERCISE OF POWERS
This Agreement is entered into pursuant to the provisions of Chapter 5
(beginning with Section 6500) of Division 7 of Title 1 of the Government
Code authorizing specified local public entities to exercise jointly the
power to provide Risk Management, including insurance, pursuant to the
provisions of Chapter 3 (beginning with Section 989) of Part 6 of Division
3.6 of Title 1 of the Government Code.
Iilii�Y \ieC�CVYIY!!
WHEREAS, the public interest requires and it is to the mutual interest
of the parties hereto to join together to establish and operate a coopera-
tive program of risk management, and
WHEREAS, the operation of such a cooperative program is of such mag-
nitude that it is necessary for the parties to this Agreement to join to-
gether to accomplish the purposes hereinafter set forth, and
WHEREAS, each of the local public entities which is a party to this
Agreement has the power to establish and operate a program of risk manage-
ment, and
WHEREAS, Title 1, Division 7, Chapter 5 of the California Government
Code - Authorizes the joint exercise by two or more local public entities of
any power which is common to each of them, and
WHEREAS, each of the parties to the Agreement desires to join together
with the other parties for the purpose of pooling certain of their self-
insured reserves against losses and jointly purchasing excess insurance,
re- insurance and administrative services in connection with a cooperative
program of risk management;
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NOW, THEREFORE, for and in consideration of the mutual advantages to
be derived therefrom and in consideration of the execution of this Agree-
ment by other local public entities, each of the parties hereto does agree
as follows:
ARTICLE 1. DEFINITIONS
The following definitions shall apply to the provisions of this Agree-
ment and its By -Laws:
(a) "Authority" - shall mean the Orange County Cities Risk Management
Authority created by this Agreement.
(b) "Risk Management Board" or "Board" shall mean the governing body
of the Authority.
(c) "Claims management" shall mean the process of identifying, con-
trolling and resolving demands by individuals, public entities or private
entities to recover losses from an insured, otherwise indemnified, or self -
insured entity. Disposing of such demands for payment requires skills in
insurance, law, adjusting /investigation, loss control engineering and
general business. Claims management is the function of supervising legal,
adjusting, investigation and engineering services to resolve such demands.
(d) "Local Public Entity" shall mean city, county, public authority
and such other governmental entities as the Authority may determine.
(e) "Operations Committee" or "Committee" shall mean the Management
Committee of the Board of Directors of the Authority.
(f) "Participation" or "Participating" shall mean a member agency's
action or state of taking part in the programs of the Authority .by doing all
of the following through the Authority with respect to one or more risk areas:
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(i) purchase of risk management administrative
services;
(ii) purchase of excess insurance or re- insurance
(iii) purchase of claims administration services;
(iv) contribute to designated reserve, operating and other
funds or costs as required under the Authority's
program.
(v) Pay or make provisions for payment of assessments,
defense costs, claim and judgement costs and other
related costs as required by this Agreement for
Authority's By -Laws.
(g) "Rating Structure" shall mean the means by which premiums,
contributions to a fund, or allocated expenses are established for a
risk area on the basis of conditions which affect the probability of loss.
(h) "Retrospectively Rated" shall mean a technique which permits
adjustments of the final premium or fund contribution for a risk area
based on the loss experience of the insured during the period of protection.
Normally there are maximum and minimum limits between which such adjustments
can be made.
(i) "Risk Area" shall mean an area of exposure to pure risk of financial
loss. As used in the Agreement and By -Laws this term refers to one of the
following fields of exposure; worker's compensation, public liability, ac-
cident and health, unemployment compensation, property damage and such other
areas as the Board shall agree upon.
(j) "Risk management" shall mean the process of identifying, evaluating,
reducing, transferring, and eliminating risks. Risk management includes
various methods of funding claims payments. Risk management includes elements
of insurance, law, administration, technology and general business utilized
to effectively manage risks.
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(k) "Risk Manager" shall mean the person or group appointed by the
Board and given responsibility for the management administration and
operation of the cooperative programs of risk management of the Authority.
(1) "Eligible Member" shall mean a city representative eligible to
vote on a matter coming before the Board in a Riven area of risk, due to the
representative's city participation in that area of risk. In the case of
new areas of risk that OCCRMA is considering, "eligible members" shall be all
members who reasonably expect to participate in that area of risk.
ARTICLE 2. SEPARATE ENTITY
There is hereby created a separate public entity, the full legal name
of which shall be "Orange County Cities Risk Management Authority ", and may be
referred to herein as " OCCRMA" or the "Authority ". The Authority is a public
entity separate from the parties to this Agreement.
ARTICLE 4. SYSTEM ESTABLISHED
A risk management system consisting of the parties to this Agreement is
hereby established. This system represents a cooperative program of risk
management which may encompass, but is not limited to, the following risk areas:
Public liability, worker's compensation, accident and health, property damage
and unemployment compensation and such other areas as the Board shall agree
upon. Each party to this Agreement agrees to comply with and be bound by the
provisions of the By -laws as the same may be amended from time to time.
ARTICLE 4. OCCRMA POWERS
(a) OCCRMA shall have the power and the duty to establish and operate a
program of risk management and for its execution either directly by OCCRMA or
by contract.
(b) OCCRMA is authorized; to make and enter into contracts; to employ
agents and employees; to acquire, construct, manage, maintain or operate
any building, works or improvements; to acquire, hold or dispose of property;
liabilities or obligations; establish risk management related lines of
credit with the County of Orange, and to sue and be sued in its own name. The fore-
going powers include, but are not limited to, those relative to contracting for
excess insurance or re- insurance, claims administration services and consulting
services.
(c) The debts, liabilities and obligations of the Authority shall not be
the debts, liabilities or obligations of the parties to the Agreement.
(d) OCCRMA shall be subject to, and shall be governed by the By -Laws, a
copy of which is attached hereto and, by this reference, made a part of this
Agreement.
(e) The powers exercised by the Authority are subject to the restrictions
upon the manner of exercising such powers of the City of
a general law city.
ARTICLE 5. MEMBERS
(a) Each local Public Entity which is a party to this Agreement is a
"member agency" of OCCRMA and is entitled to the rights and priveleges and is
subject to the obligations of members, all as provided for in this Agreement
of the By -Laws.
(b) After formation of OCCRMA by the initial membership group, New
Members may be accepted upon application to OCCRMA and upon acceptance by
the Board by two- thirds vote, and subject to acceptance by
the prospective member of the financial arrangements and fund contributions
specified by the then current members.
ARTICLE 6. OCCRMA FUNDS
The Treasurer of the Authority shall be the depositary of the funds of
OCCRMA. The Treasurer's selection, responsibilities, compensation and
related matters shall be governed by the By -Laws. The auditor shall be the
disbursing officer of OCM1A and shall draw warrants against the funds of
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OCCRMA in the treasury when demands are presented and authorized as
designated in the By -Laws and OCCRMA actions taken pursuant to the By -Laws.
ARTICLE 7. TERM OF AGREEMENT
This Agreement shall continue in effect until it is rescinded by
mutual consent of the parties or terminated in the manner provided herein
or in the By -Laws.
ARTICLE 8. MEMBERSHIP TERM; WITHDRAWAL
(a) A party to this Agreement shall remain a member agency for three
years; thereafter the member agency may withdraw by:
(1) Giving written notice to the Clerk, on or before
the next succeeding March 1, of the intent to
withdraw as of 12:01 a.m. on the next July 1, and
(2) Fully performing its obligations as a member agency.
(b) On the July 1 specified in the notice pursuant to subdivision (a)
(1), above, and upon fully performing its obligations as a member agency,
whichever is later, the member agency shall cease to be a party to this
Agreement.
ARTICLE 9. DISPOSITION OF OCCRMA PROPERTY AND FUNDS
If a party withdraws as a member of OCCRMA, any property interest of
that member agency remaining in the funds of OCCRMA following a discharge of
all obligations attributable to that party, its officers and employees, shall
be disposed of as provided in the By -Laws. If this Agreement is finally
terminated as to all parties who are then members, any money or assets in
possession of OCCRMA after the payment of all liabilities, costs, expenses
and charges incurred pursuant to this Agreement shall be returned to the
parties in proportion to their contributions to OCCRMA determined as of the
date of termination.
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ARTICLE 10, ENFORCTMENT
OCCRMA shall have the authority to enforce this Agreement. If suit
is brought by OCCRMA against any defaulting member and OCCRM prevails
in the action, the defaulting party shall pay reasonable attorney's fees
to OCCR&MA as adjudicated by the Court.
ARTICLE 11. INVALIDITY
Should any portion, term, condition or provision of this Agreement
be determined by a court of competent jurisdiction to be.illegal and in
conflict with any law of the State of California or be otherwise rendered
unenforceable or ineffectual, the validity of the remaining portions, terms,
conditions and provisions shall not be affected thereby.
ARTICLE 12. ARTICLES, SUBDIVISIONS AND PARAGRAPHS
(a) The principal divisions of this Agreement are articles followed
by Arabic numerals not in parentheses.
(b) The principal divisions of articles are subdivisions identified
by lower case letters in parentheses.
(c) -The divisions of subdivisions are paragraphs identified by lower
case Roman numerals in parentheses.
ARTICLE 13. AMENDMENTS
No amendments to this Agreement or to any By -laws enacted pursuant to
it shall be effective unless accomplished by written agreement executed by
the governing bodies of at least two - thirds of the parties to this Agreement.
Reasonable prior notice of any Board meeting in which amendments are to be
voted upon, must be given to each member in writing. Such notice must
include mention of the nature of the amendments to be voted upon.
ARTICLE 14. PROHIBITTON AGAINST ASSIGNmMENT
No member agency may assign any right, claim or interest it may have
under this Agreement, and no creditor, assignee or third party benficiary
0
of any member shall have any right, claim or title to any part, share,
interest, fund, premium or asset of the Authority.
ARTICLE 15. 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 or in the By -laws.
ARTICLE 16, DATE AGREEMENT EFFECTIVE
This Agreement shall become effective immediately after it has been
adopted by the last of at least five (5) cities.
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Executed by the undersigned local public entities upon the respective
dates set forth after the signatures of their duly authorized officers.
IN WITNESS WHEREOF, tZ, HAVE SUBSCRIBED THIS AGREEMENT AND FORMED THE
AUTHORITY AS OF THE DATE. OF THE FIFTH SIGNATORY.
Executed before me this
day of 1979.
City Clerk of the City of Orange
City of
By
Title:
(Seal)
City of Tustin
By ,�y �f �cTLLC�fFiS%
Title: MAYOR
Executed before me this
3,,-,P- day ofb5wt ,J�" , 1979.
,p (Seal)
City C,l�erk of th City Tustin
C 6 City of
By
Executed before me this
day of 1979.
ty Clerk of the City
(Seal)
BY-LAWS
TO THE
JOINT EXERCISE OF POWERS
AGREDIENT TO PROVIDE
RISK MANAGEMENT FOR CITIES
IN THE COUNTY OF
ORANGE, CALIFORNLN
BY -LAIJS
ORANGE COUNTY CITIES
RISK MANAGEMENT AUTHORITY
(OCCRMA)
PREAMBLE
•
The Orange County Cities Risk Management Authority (hereinafter
referred to as OCCRMA) is established for the purpose of operating and
maintaining a cooperative program of self- insurance and risk management
and to provide a forum for the discussion, study, development and imple-
mentation of procedures of mutual benefit in risk management programs.
Sec. 1.100 PURPOSES
'(a) The purposes of OCCRMA are:
(1) To provide a self- insurance and risk management program
and system which will achieve the following objectives
for the benefit of OCCRMA's member agencies in all risk
areas handled by OCCR`tA:
(i) Reduced costs of insurance coverage through
effective loss control practices and combined
purchasing power;
(ii) Reduced costs of claims administration services
through central management, volume and combined
purchasing power;
(iii) Greater stability of insurance markets through
size of combined membership, longer duration
of insurance agreements and effective loss
control practices;
(iv) Reduced amount and frequency of losses of member
agencies;
(v) Improved control of sources of risk through the
application of risk management - loss control
techniques.
(vi) Improved recovery from responsible third parties;
( vii) Esta�3isk�++ exE- a€- anrer- rror�reaerve- fvndsfor
des- by- me�ahers- #a- ees €ng- she- #e�paee -s €- heavy - }asses:
Funding of adequate reserves by members to ease
the impact of heavy losses.
(viii) Eee�dixseian- w #eh- 8reage- 6anaey - }eg }s }seers -ea
seeded- � #sk- eisaege�reae- }eg }e }eeieao
Monitor local, state, and federal legislative
and agency risk management activities with the
intent of advocating OCCR`L-1's position through
coordination with appropriate representatives.
(2) To provide a self- insurance and risk management program
and system: for payment of claims and benefits as author-
ized by OCCRMA's member agencies; ee—adm}aiseer-a-eeegera-
e# ve- program - where }a- mee+ber- agene #ee- pee }- eeree #n- a € -she }r
€ands -as- reserves -age }ass- }asses; to administer a program
wherein member agencies subscribe to a funding plan designed
to relieve the impact of heavy losses; to jointly purchase
reinsurance or excess insurance; to jointly purchase admini-
strative and other services including risk management, con-
sulting, broking, claims administration, claims adjusting,
loss prevention, data processing, legal and related services.
(3) To acquire, hold and dispose of property, real and personal,
necessary or desirable for the purnose of providing the
members of OCCMIA with a complete self - insurance and risl
0
management program, including but not limited to the
acquisition of necessary facilities and equipment, the
employment of personnel, and the operation and mainten-
ance of a system of risk management.
Sec. 2.100 RISK MANAGEMENT BOARD
(a) The governing body of the Authority shall be the "Risk Manage-
ment Board" and may be referred to herein as the "Board ".
(b) Voting members of the Board shall consist of one represent-
ative from each participating member agency. Each member's
representative shall be so designated by appointment by the
member agency's governing board. Each member's governing
board also may appoint one alternate who may attend meetings
and vote in the event of absence of the representative. Each
representative or alternate must be a city staff member. Each
representative shall take each year's proposed Authority budget
to the representative's City Council or governing board for
review.
(c) The Risk Management Board shall meet at least quarterly to review
all operations of OCCRMA conducted pursuant to the OCCRMA Joint
Exercise of Powers Agreement and these By -Laws. The Board shall
provide policy direction for the Operations Committee
and the Risk Manager. Other functions of the Board shall include,
but not be limited to, final approval of:
(1) All matters with respect to which it is mandatory that the
Management- Gammietee Operations Committee make recommendations
to the Board, and
(2) The following matters not covered by paragraph (1) above:
(i) Selection and employment of a Risk Manager;
(ii) Admission of new Members;
(iii) Expulsion of present Members;
(iv) Loans to Members from appropriate funds;
(v) Determinations of the durations of loans to
Members and the interest rates to be charged
thereon;
(vi) An operating budget for OCCRMA, to be approved in
advance of the commencement of each fiscal year;
(vii) Araaoemea8s;-#€- aay- be- Faede-- a }tk- Ehe- 6edRty -e€
0�ange- �e�- es>= ab }isk�aea8- a €- r }sk- vxaaageeea8 -re }shed
}inee-e€-ered}e-
Arrangements if any be made with outside agencies
for establishment of risk management related lines
of credit.
(viii) Selection of claims administrators.
(ix) Selection of broker.
(x) Selection of excess insurance policies after con-
sidering advice of the Risk Manager.
(xi) Determine by majority vote reductions in 2artici-
ation in services or costs of claims administration
or risk management due to special circumstances.
Sec. 2.110 MEETINGS OF THE BOARD
The Board shall establish a time and place to hold regular meetings
not less often than quarterly. The Board President shall mail notice of
all Board meetings to each representative and each alternate on the Board.
Tlectings shall be conducted pursuant to the most current edition of Roberts
Rules of Order or such other procedural guide as the Board shall designate.
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Sec. 2.120 BOARD AND RISK MANAGER
(a) The Board shall employ or contract for the services of a Risk
Manager to administer and operate OCCRMA's programs of risk management
under the direction and supervision of the Board and Operations Committee.
The Risk Manager may, but need not be, a consultant, a corporation, or an
employee of a member of OCCRMA.
(b) Compensation, termination and other employment matters respect-
ing the Risk Manager shall be governed by the By -Laws to the extent covered
therein. OCCRMA may, but is not required to, enter into a written contract
of employment with the Risk Manager.
Sec. 2.130 QUORUM; VOTING
(a) A quorum for the transaction of business by the Board shall
consist of a majority of the representatives, or their alternates, of
members of OCCRMA.
(b) All matters within the purview of the Board of Directors may be
decided by majority vote of a quorum of the Board. Except, those matters
which the Agreement or By -Laws specify as requiring a two- thirds vote of
the Board must be decided by a vote of two- thirds of all members of the Board.
(c) Each representative on the Board may vote on each matter brought
before the Board for decision. Except, if the Board by majority vote designates
a particular matter as one which pertains only to a given risk area (e.g.,
workers' compensation), then only the representatives of those members who are
participating members with respect to the given risk area may vote upon the
matter. This limitation respecting who may vote on certain matters is not
intended to prohibit any member from expressing its opinion as to how those
qualified to vote should vote.
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Sec. 3.100 OPERATIONS COMMITTEE
(a) An Operations Committee is hereby established for OCCRMfA.
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ehe- helew- meneiened- persens- eleeEed- er -appe €need -hy- ehe - Beard - a €- 8 }reeeers
es- spee# €sed- elsewhere - #n- the- Agreement- er- By- bas+se
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-4�e eed .
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{� } -- The- Rlsh- Manegerp- ex- a € € }e #e
(b) Membership in the Operating Committee shall be established by
vote of the Board.
(c) The Operations Committee shall be responsible for the admini-
stration and operation of the risk management programs of OCCRMA
subject to the policy control and direction of the Board.
(d) The- 8perat# ens- 6emm #etee -shall -have- genera } - pellet'- and- sapery #sexy
eenErel -ever- Eke - day -Ee- day- dee #s�ens- end- edm�n�sErat3ve- aeE3vlt3es
e €- eke- Treasarer;- Aad3ter;- end- R4sk- Henager-
(d) The Operations Committee shall implement general policy and monitor
operations of the Treasurer, Auditor, and Risk Manager.
(e) The Operations Committee shall have such other powers and functions
as are provided for in the Agreement and By -Laws.
LIJ
`J
(f) The President of the Authority, or the Vice President in the
President's absence, shall serve as the Chairperson of the
Operations Committee.
Sec. 3.120 RESPONSIBILITIES; DELEGABILITY
(a) The following Operations Committee funtions may not be delegated:
(1) prev3d #ng- pel3ey- end -s tip ery #eery- e day -to :. ..
day =dee3s #ens- aitd =adnsn #serge #ve -eet #v #ties- e£- tke- �reasc+rer;
And # ter -an d -T #sk- Manager-
(1) Implementing policy and monitoring activities of the Treasurer,
Auditor, and Risk Manager.
(2) Maintaining an awareness of major risk management field
developments which may affect OCCR`IA handled California
public entity risks..
(3) Adopting a set of procedural rules for Committee meetings.
(4) Performing those mandatory advisory responsibilities set
forth in Section 3.130 of these OCCRMA By -Laws.
(5) Retaining overall supervisory responsibility respecting
delegated functions.
(b) The Operations Committee shall perform, delegate or contract to
have performed the following functions:
(1) Prepere- ageades-€ ar- A #sk- Management- $eard- Meeesags-
(1) Establish criteria for selection of a Risk Manager. Interview
Candidates. Make recommendations to the Board respecting
employment.
(2) Establish criteria for selection of insurance brokers or
companies and other risk management services. interview
candidates. Make selection recommendations to the Board.
(3) Establish criteria for selection of claims administratio,,
E
J
(3) Recommend to the Board appropriate insurance broker(s);
(4) Reeommend-Ee-Ehe- Beard- eenereees- a €- 3r�snrenee-
(4) Recommend to the Board such taxes and assessments as may be
levied by each member agency pursuant to paragraph (i) of
Sec. 6.110.
(5) Recommend authorizing payment of proper charges for costs
of administering this Agreement.
(6) Recommend whether to approve payment requests from member
agencies when the requests are in excess of the Auditor's
authorization.
(7) Recommend a Conflict of Interest Code for adoption by the
Board, Committee, Officers, and Risk Manager.
Sec. 3.140 MEETINGS OF THE CO`MITTEE
The Operations Committee shall establish a time and place to hold
regular meetings not less often than monthly. The meetings of the Committee
shall be held, noticed and conducted in the same manner as the meetings of
the Risk Management Board.
Sec. 3.150 REPORTS
The Committee shall report to the Board not less than quarterly in order
to advise the Board of its decisions and activities concerning implementation
and operation of the Authority's cooperative program and system of self-
insurance and risk management.
Sec. 3.160 APPEAL TO BOARD
Any decisions of the Operations Committee may be appealed_to the Board
by any member agency subject to such restrictions as the Board may adopt.
Sec. 4.100 OFFICERS
(a) The officers of the Authority shall be:
(1) President
(2) Vice President
(3) Clerk
(4) Treasurer
(5) Auditor
(b) The Board shall elect the President and Vice President
of the Authority for such terms and in such manner as the Board
shall provide.
(c) The Board shall designate the Clerk, Treasurer and Auditor in
the manner provided for in these By -Laws.
(d) Each Officer shall hold his or her position until relieved of
functions as an Officer by either:
(1) Expiration of his or her elected or appointed
term, or
(2) removal by two- thirds vote of the Risk Management
Board.
Sec. 4.110 PRESIDENT
(a) The President shall be elected by the Board from its membership.
(b) The duties of the President are to:
(1) preside at and conduct meetings of Board.
(2) preside at and conduct meetings of the Operations
Committee.
(3) Execute documents on behalf of the Authority.
Sec. 4.120 VICE PRESIDENT
(a) The Vice President shall be elected by the Board from its
membership.
(b) The Vice President shall exercise the duties of the President
in the absence of the President.
Sec. 4.130 CLERK
(a) The Clerk shall be, ex officio, the City Clerk of a city
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designated by the Risk Management Board by majority vote or
by resolution.
(b) The duties of the Clerk are to:
(1) Attend the meetings of the Board and of the Operations
Committee, and make minutes thereof.
(2) Keep all official records of the Authority not required
to be kept by'the Treasurer.
(3) File such notices and statements as are required by
Sections 6503.5 and 53051 of the Government Code.
(4) Give notice of meetings as required by the Ralph M. Brown
Act.
(c) Any assistant or deputy of the City Clerk of the City designated
by the Board is ex officio a Deputy Clerk of the Authority and may act for
the Clerk.
Sec. 4.140 TREASURER
(a) The Treasurer may be, ex officio, the Treasurer of a city
designated by the Board of Directors by majority vote or resolution. Alter-
natively, the Treasurer may be, ex officio, a certified public accountant
designated as Treasurer by the Board as permitted by Section 6505.5 of the
California Government Code.
(b) The duties of the Treasurer are to:
(1) perform the duties of the Treasurer prescribed in
Section 6505.5 of the Government Code.
(2) Attend meetings of the Operations Committee as a
member thereof.
(3) To sign warrants or such other negotiable instruments
as may be used for proper disbursement of moneys from
any OCCWIA fund.
(c) Any assistant or deputy of the Treasurer is, ex officio, a
Deputy Treasurer of the Authority and may act for the Treasurer.
The Board may set minimum qualifications which any such assistant
or deputy may be required to meet.
(d) In accordance with Section 6505.5 of the California Government
Code, the governing body of the same entity as the Treasurer shall
determine charges to be made against the Authority for the Treasur-
er's services if a member agency's treasurer is used. If a certi-
fied public accountant is used as Treasurer,.then his or her rate
of compensation shall be set by the Board.
Sec. 4.150 AUDITOR
(a) The Auditor shall be, ex officio, the chief financial officer of
the same member agency as the Treasurer. Except, if the Treasurer
is a certified public accountant who is not Treasurer of a member
agency then the Auditor may be, ex officio, the Treasurer of a city
designated by the Board of Directors by majority vote or by reso-
lution.
(b) The duties of the Auditor are to:
(1) Perform the duties of the Auditor prescribed in Section
6505 and 6505.5 of the Government Code.
(2) Attend meetings of the Operations Committee as a member
thereof.
(3) Issue warrants for the payment of claims of member
agencies after obtaining the member's authorization.
(c) Any assistant or deputy of the chief financial officer of the
designated member agency is, ex officio, a Deputy Auditor of
the Authority.
(d) In accordance with Section 6505.5 of the California Government Code,
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the governing body of the same entity as the Auditor shall
determine charges to be made against the Authority for the
Auditor's services.
(e) Sections 4.140 and 4.150 shall not be construed as prohibiting
the Authority from designating one qualified individual, office,
or entity as both Treasurer and Auditor so long as the arrange-
ments made are permissable under California lava.
Sec. 5.100 RISK MANAGER
(a) There shall be an OCCRMA Risk Manager appointed by the Board.
The Risk Manager shall be responsible for the day to day admini-
stration, management and operation of OCCRMA's programs of risk
management and he or she shall be subject to the direction and
control of the Board and Operations Committee. The Risk
Manager may, but need not be, a consultant, a corporation or
an employee of a member of OCCKIA.
Sec. 5.110 RESPONSIBILITIES
(a) The responsibilities of the Risk Manager shall include, but not
be limited to:
(1) Monitoring status of: OCCR.`'s programs and operations,
member losses, administrative and operational costs, service
companies' performance, brokers' performance.
(2) Providing appropriate risk management counseling and
information to member agencies.
(3) Writing quarterly reports to each member agency detailing
loss experience, desirable corrective actions and other infor-
mation pertinent to risk management programs being handled
by OCCR ?41.
(4) Preparing an annual budget.
(5) Advising State Legislators on OCCRMA needs. Advising
member.cities on legislative developments.
(6) Advising member cities of the risk impact of proposed
new or changed programs.
(7) Ass -1stming - the -Op erates ens- 6aem #ttee- and - the- R#sk- Manage-
meat- 8aerd-# a- se} eet3ng- brekersp- saserenee- eemgaa }es-
and - a }a #ms- adm }n }sErat #ea- sere #ees -
(7) Assisting the Operations Committee and Risk Management
Board in selecting brokers, insurance companies, insurance
policies and claims administration services.
(8) Performing or contracting for, actuarial studies to
determine cost allocations.
(9) Advising member cities on selection of claims attorneys.
(10) Developing criteria to assist cities in preparation of
risk management plans consistent with the Authority's
master risk management plan.
(11) Conduct risk management audits to review the participation
of each member agency in the program. The audit team shall
include the Risk Manager, the Board representative from the
entity being audited and a Board representative from at
least one other member agency. The Risk Manager will submit
an audit report to the governing body of the audited member
agency.
(12) Developing effective risk management and loss control
procedures and advising member entities on how to implement
them.
(13) Selecting and supervising OCCRM,4 employees as authorized
by the Board or Operations Committee.
(14) The Risk Manager's responsibility to perform the above
services with respect to any member agency is limited to
those risk areas in which the member agency is a partici-
pating member.
Sec. 5.120 COMPENSATION. EMPLOYMENT
(a) The Risk Manager shall be compensated for his services to the
OCCRMA in such amounts and manner as may be fixed from time to
time by the Board.
(b) Details respecting compensation, termination and other employment
related matters pertaining to the Risk Manager shall be governed
by the By -Laws and such terms and conditions as the Board shall
set.
Sec. 6.100 MEMBER AGENCIES
(a) Any party to the Agreement is a member agency. Any local public
entity in the County of Orange may become a party to the OCCRMA
Agreement by agreeing to be bound by the Agreement and these
By -Laws and by complying with all of the following requirements:
(1) Submit application for membership and obtain Board approval.
(2) Execute the original of the OCCRMA Joint Exercise of Powers
Agreement as amended from time to time, and
(3) Become a participating member with respect to at least one
risk area handled by OCCRMA, and
(4) Be a paid up member of the OCCRMA feasability study group
or alternatively, pay $400.00 to OCCRMA as a fee for initial
risk program analysis and structuring consulting services.
(b) The - initi al- €ive -ar- mere - member- ageneies- sn € €ieiene- €e- eeE}ra €e
the- 966RMA- Agreement- end -$;- haws ; - mast- a } } -be- cites- r_emhers-
The- € #rst -$ earl - a €- 666RMA- w € } }_be- selected- €rem- Eke -are #tae}
membzreh €p- greap--- Therea €ter -reea- city- }eea }- gablie- eretst €es
may- be- admitted - as-Ind ependent- p art -ie €pat €ag - member - agencies
an }y- open - terms- and- eendltlens -� €- any, - approved -by- the - $card-
The- Irelt3e }- $card - shall- have- dlBeretlere -te- elect- Ireterlm -a€ €leers
te- serve- darlreg -s- start - rep- per3ed- des }greeted -hy- the- }nitla }- $sard-
Non -city local public entities may be admitted as'participating
member agencies upon terms and conditions, if any, approved by
the Board.
Sec. 6.110 DUTIES OF THE MEMBER AGENCIES
(a) Appoint a member to the Risk Management Board and an alternate.
(b) Establish a Risk Management Advisory Committee to act as a
liaison with the OCCRMA Risk Manager and to advise him or her
of any proposed or altered program which may have significant
risk management ramifications.
(c) Maintain an active Safety Committee.
(d) Provide necessary data to assist in obtaining reinsurance or
excess insurance and claims administration services quotes.
(e) Establish and maintain a risk management program approved by
the Operations Committee.
(f) - Estabi�i- sFrarcd- �irrtrirrarlai- ms-¢r�rrragemenrPTrgr-s's,- aPP'kQVcd -±17
xh� 43pera- t- io��s -Eomm itt�y- i�- r- -61ia- �tiber- ag�e'l ' s- s�l- f-- i +zsEr�ed-
- r3s]ca
(f) Establish and maintain a prudent claims management program for the
member agency's self insured risks.
•
(g) Pay when due all assessments levied by the Board pursuant to ,
the OCCRMA Agreement or By -Laws, or Board policies adopted in
furtherance of the Agreement or By -Laws.
(h) Enter into and maintain contracts of insurance or reinsurance
as required by the Board in risk areas in which the member
agency is participating.
(i) Pay from other funds or levy and collect taxes and assessments
to pay judgements pursuant to Chapter 2 (beginning with Section
970) of Part 5 of Division 316 of Title 1 of the Government Code;
pursuant to Article 3 (beginning with Section 43720) of Chapter
4 of Division 4 of Title 4; or pursuant.to Article 7 (beginning
with Section 50170) of Chapter 1 of Part 1 of Division 1 of Title
5 of the Government Code if necessary.
(j) Comply with the letter and spirit of the OCCRMA Agreement and
these By -Laws.
Sec. 6.120 RIGHTS OF MEMBER AGENCIES
The rights of member agencies are to:
(a) Saw- €yea- eke- appep €a8e- €ead -e- €ends -e €- the- Aethe €ty -eay
eaieeat- aet- ia- exeess-e€- the- eaeaeeabe�ed- be €aaee -s €- seek - €eads
aeeessaey -te- pay - the- epp�eved- aa�eeat- a € -eay- a €a €m- ega�ast -ehe
t9em'ae�- egeaey; -eesE- a € -e €a €ass- ada� €a €s8�a € €ea- €ne €ad €ag- €ega}
de€ ease, - -ef- judgement- with4a- the- seepe -e €- the - member-- ageneyle
ga�t3ei pat€ as - €a- the- Authe� €tyLe- p�eg�eais�
(a) Have the Board designate appropriate required contracts of
insurance with excess insurers or reinsurers to provide coverage
above the level of risks retained by the member agency or the
Authority.
(b) Receive assistance from the Operations Committee and Risk Manager
in establishing and maintaining a risk management program com-
patible with the master risk management program of the Authority.
(c) Appeal decision of the Me nageaear- 6esta3EEee Onerations Committee
to the Board, subject to such restrictions as the Board may adopt
by resolution or By -Laws.
(d) Withdraw from membership as provided herein.
(e) Amend this Agreement or dissolve the Authority by a two- thirds
vote of all the Member Agencies.
(f) Receive a refund of any credit balance of the member agency's
account or accounts in Authority funds upon withdrawal of
membership or dissolution of the Authority. The timing and
nature of such receipt of such refunds or credit balances shall
be governed by the Agreement and By -Laws, especially By -Laws
Section 11.100.
Sec. 7.100 FUNDING
(a) The Authority and its participating member agencies shall establish
and maintain the following operating, self- insurance and insurance
funds:
(1) Individual City Self- Insurance Fund
Each participant, with the assistance of OCCRMA shall establish
for each area of risk participation a fund for the predicted
and expected first layer of losses. This fund will be main-
tained by each agency for its own use.
(2) Buffer Fund
(i) The OCCRMA shall establish a Buffer Fund to assist par-
ticipants in funding losses above the predicted and ex-
pected first layer of losses. This fund shall not be
risk- sharing, but shall be used to fund losses of par-
ticipants. Users of this Buffer Fund may withdraw up
0 0
to three times their deposits, and shall re -pay
the fund utilized over not more than ten (10)
future years. The- #aterest- rates - ead - terms -a€
r� #thdrawe }- sad- repayr±eat- w # } }- be- de € #sed -by -the
-Beard-
A fee will be charged member cities who withdraw
money from the buffer fund to pay for losses. The
amount of the fee will be determined by the Board.
Any borrowings will be done in accordance with the
Constitution of the State of California. Borrowings
will be carried by the borrowing city in a separate
fund and budgeted annually as a specific line
until re- payment is made.
Funds-may - be -sapp }led -by- the- Gouaty- a €- ere nge -to
sagpert- ead- snpp }emeat- the- $n € €er- $nad--- } =` -sneh- €nads
are -ad a3} ab} e;- eead }E£aas- gaeern #ng- nse -e €- the - €nads;
as- estab }# shed- by- 8reage- 6eaaty- aad- apgraved- by -the-
-Baerd;- sha } }- epg }y-
Funds may be supplied by outside agencies to support
and sunolement the buffer fund. If such funds are
available, conditions governing their use shall be
approved by the Board.
(iii) The Buffer Fund shall be established initially
with an assessment of one percent (1 %) a €- net- badget
expexd£ tares- eeeua } }y_�ade - #x- the- }ast -eem� }seed
€3see }- year -by- sash- gnre #e #gas #ag- agexey- of net
budgeted expenditures for fiscal year 77/78, excluding
capital projects, by each participating agency. Payments
into the Buffer Fund may be contributed on the basis of
not less than 1/3 for each of the first 3 years of
membership.
(iv) After- the -±Tr al-- assessment -pack- member- age¢cj -skatt
b-e- rated -- anreaatlp - and -sha�� -b-e - assessed -a -fanci - corrtrr-
bn tivn- based -apo rr -rts -ra ti-rrg .-
(v) 6ksa} d- e} e} ns- aga€xse- a- taewber- agexey- wh #ek- are -ga #d
ea = -e €- that- egexey= s- Ba € €er- Fxxd- eextr3bat #ex- e�eeed
ekat- agexey= s- Bn € €er- Fxxd -eaxtr }bat #ex;- ekex- saek- agexey
ska } } -be- rated- retrespeet €ve }y -axd- may -ke- assessed
add€t3eae}-€axd-eener3bat€axs- based - apex- tke- retra-
sgeet }ve- rat�xg-
(iv) The Buffer Fund shall be held in trust, invested, and
placed at interest under OCCRMA Board supervision and
control. Interest accrues to each member agency in
proportion to its contributions.to the Buffer Fund.
(3) Bperat4xg -Fuxd-
066RHA- sha}€- estak} #sk- ax- 0perae3xg- Fexd- te- skare- eke - east -e€
risk- rsexagemexe- sere #ees - - -A} }seat #ea -e €- assts -arreng -eke
var€ axs- agexe #es- ska }�- ke- as- €e��eiase
Ei 4----------------- k4abi}sey----- -- - - - -'0 --
----- Herkers- 6erp -------- 20" --
Employee -?led €eel ---- 10f --
(3) Excess Insurance Premiums
A fund will be established by OCCRMA to pay excess insurance
premiums for participating member cities. For new member
cities who participate in a given area of risk, their first
year payments will be the premiums quoted by the excess
insurer. For existing members and new members after their
first policy year, premiums will be allocated annually to
participating member cities as follows:
(i) Liability ldorker's Compensation, and Employee Group Medical
Premium allocations will be calculated based on common self-
insured retentions. Premiums for cities who select a lower
self - insured retentions will be adjusted upward and premiums
for cities who select a higher self- insured retention will
be adjusted downward based on quotes received from the
incnrpr_
(ii) Far -eeeH -risk- area;- Eke- €e } }ewino €erma }e- sha } } -be- used -Ee
a}} eeaEe- Ehe- eesES- e€- Elje- be} eH- menEiened- serviees- Ee- garEi-
eipating- aember- ageneies+
- 39f- by- a- prejeeEed- nr�mber -e € -e }aims; -and
- 50�i- by- e- peageeeed- de € }er -eesE- a €- a }e #ats.
Master -Risk- ?Manager
Glaims- Management
AeEaaria-
bass- Gentfe}
Risk- MenagemenE- £daeetiea- gaining
(ii) Liability
Fifty percent (50 %) of the liability premium will be allocated
on the basis of ISO published manual liability rates. The
remaining fifty percent (50%) will be allocated to participating
members based on average annual incurred losses over a Five
0 0
(iii) Fie }d- ad�ase }ng- eases- she}} -be- a } }eea €ed -ee- pare #e }pae }agg
agene 4:es - ba3ed- ea- Qeeee5- provided -bp- a }e3ms- ad3asEera -.
(iii) Worker's Compensation
Fifty percent (50 %) of the worker's compensation premium
will be allocated on the basis of manual worker's
ensation premiums. The remaining fifty percent (50 %) will
be allocated to participating members based on average annual
incurred losses over a five -year period.
(iv) R4sk- Hanageevene- #a €ermae3en- sere #ees- shs } }_be_a } }eeaeed -ea
pare #e }psetag- egene£es - #n- prepare #en -ee- the - number - a €- #eea�s
empeeeed- ea- be- reeerded-
(iv) Employee Group Medical
Premium allocations to participating member cities will be
based on individual city allocations provided by the insur-
ance underwrit
(4) 6enmere }a}- Eye ees- er -Ae- Ins ar one e -Funds
866RPIA- she}}- eseeb } #sh -e -€ and- €er- ehe- papmene- a €- eernnere #e}
exeess- er -re -} nsaranee- prey3ar�s - - -A} }save #ea -ee- pare #e }paE #ng
agave} es- sha } }- be- #a- prepereiaa- ee -eaeh- pare #e3psae'- s- aeEna}
r #sks;- as- represented -bp- pre €esssana } }y -ea }en }aced- prs.nary
premiums- based- ea- $areea- raees-
(4) Risk Management Services
The cost of risk management services will be allocated to
member cities based on their liability, worker's compensation
and employee group medical excess insurance premiums in the
OCCRMA pro¢rams based on common self- insured reten
the followine pr000rtions:
0
Liability 40%
Worker's Compensation 40%
Employee Group Medical 20 %, if at least
four (4) member cities choose to participate in the OCMIA
group medical program. If less than 4 cities participate
in group medical, then risk management costs will be allocated
50% to excess liability premiums, and 50% to worker's comp-
ensation premiums, based on common self- insured retentions.
In the event that a member city has a full time employee
designated as Risk Manager or equivalent, and who performs
risk management functions exclusively, OCML1 may, by majority
vote of the Board, reduce that members proportionate share of
the cost of OCCRMA risk management services.
(5) Claims Administration Services
A fund will be established by OCCRMA to pay claims admini-
stration services fees for participating member cities.
(i) Liability Administration
Retainer fees will be paid by each participating city based
on the administrator's quote. Billing during the policy
year will be determined by actual costs for each City, based
on auoted rates.
(ii) Worker's Compensation Administration
Payments by participating cities during the policy year will
be based on the number of claims for the year, as estimated
0 0
(4) The member agency shall not be delinquent in payment
of its assessments.
(5) Payment of the member agency's account balance may be
required to bear interest as determined by the Board.
(b) Provided, however, that no member agency may withdraw more from
the Buffer Fund than the total Buffer Fund deposits and interst
then creditable to that member unless the Board first approves
such withdrawal after determining that the income and revenue
received or to be received by the member agency in the then
current fiscal year shall or will be sufficient to cover any in-
debtedness to the Authority then being incurred with respect to
the liability or liabilities then giving rise to the withdrawal.
(c) Should a court of competent jurisdiction determine the Buffer
Fund or any payments made therefrom to member agencies to be il-
legal or in conflict with any law of the State of California or to
be otherwise rendered unenforceable or ineffectual, then any
member's Buffer Fund deposits and interest shall become immedi-
ately due and payable to the Authority. In such a case, this
By -Laws provision takes precedence over any contrary affected
portions of any then outstanding repayment agreement between the
Authority and a member agency.
by the Risk Manager. At the end of the year, charges will be
adjusted retrospectively based on the actual number of claims.
(iii) Employee Group Medical Administration
Payments by participating cities will be based on actual costs
allocated by the administrator.
(6) The Authority shall assess each member agency for fund contri-
butions no less than annually. A member agency shall not be
assessed for the next succeeding Authority operational year if
the member has given notice of intent not to participate during
that year as provided in the Agreement or By -Laws.
Sec. 7.110 DRAWING ON BUFFER FUND
(a) All. participating member agency draws from the Buffer Fund must
be authorized or ratified by the Operation's Committee. No such
draw shall be authorized or ratified unless all of the following
standards are met:
(1) The member agency shall present a claim to the Auditor
not later than one year after (i) the member agency
approves a claim against it, (ii) incurs costs of defense,
or (iii) final judgement is entered against it, whichever
is earlier.
(2) The draw shall be used to pay a claim, claims admini-
stration including cost of legal defense, or a judgement
based entirely or in substantial part on a risk covered
by the Authority's program for a risk area in which the
drawing member agency is a participating member.
(3) The Buffer Fund of the Authority shall have an unencum-
bered account balance sufficient to pay the claim.
Sec. 7.115 CLAIMS SETTLEMENT
The determination of whether a claim for general liability, automobile
liability, worker's compensation, or accident and health is to be
allowed, compromised, settled, or rejected shall be that of the party
against whom the claim is filed.
Sec. 7.120 DEPOSIT AND INVESTMENT OF AUTHORITY FUNDS
The Treasurer may deposit and invest Authority funds subject to the
same requirements and restrictions that apply to deposit and invest-
ment of the general funds of the city designated in Art. 4 sub. (e) of
the OCCRMA Agreement.
Sec. 7.130 AUDIT
An annual audit of the financial affairs of OCCR`1A shall be made by a
certified public accountant at the end of each fiscal year in accordance
with generally accepted auditing principles. A copy of the annual
report shall be delivered to-each member. The cost of the annual
audit constitutes an administrative expense of OCCMk and shall be paid
for in the same manner as other administrative expenses are paid.
Sec. 8.100 DEFENSE OF CLAIMS AND ACTIONS
(a) As to any claim or action against the Authority which is based on
or arises out of an occurrence involving an officer or employee
of the Authority who is also an officer or employee of a member
agency such claim or action against the Authority will be defended .
by the Authority and its appropriate coverage or insurance provisions
protecting the entity and /or member agency against such claims or
actions, except where the member agency is a claimant or plaintiff.,
or has some other conflict of interest which makes such defense
improper. This permits the Authority to secure workers compensation,
liability, or other appropriate policy issued on its own activities
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rather than on those of the respective member agencies.
(b) In other situations in which there is a claim or action against
the Authority, the Authority may provide for the defense by the
Authority of any member agency included in the claim or action.
Sec. 8.110 COST OF DEFENSE
(a) A member agency's cost of defense pursuant to Sec. 8.100 (a) shall
be paid from such funds of the Authority as the Board shall desig-
nate, but shall not be charged to the account of the member agency.
(b) Paragraphs (2) and (4) of subdivision (a) of Sec. 7.110 shall not
apply to payment of claims pursuant to this section.
Sec. 8.120 CLAIMS AND JUDGEMENT AGAINST THE AUTHORITY
Claims and judgements against the Authority shall be paid from, or
charged to, the appropriate coverages or self- insured funds the Authority
has established against such claamz, judgements, or losses. Such amounts
shall be paid from the Authority's own coverage or self- insured funds rather
than from funds contributed by a member agency.
Sec. 9.100 DISPUTES OR CLAIMS BET14EEN MDIBERS
(a) Arbitration. Any differences, claims or matters in dispute arising
between or among members shall, if such differences arise out of the
OCCRMA Agreement or By -Laws, be submitted by such members to arbi-
tration by the American Arbitration Association or its successor.
The determination of the American Arbitration Association or its
successor shall be final and absolute. The arbitrator shall be
governed by the duly promulgated rules and regualtions of the
American Arbitration Association or its successor and the pertinent
provisions of the laws of the State of California relating to
arbitration. The decision of the arbitrator(s) may be entered
as a judgement in any court of the State of California or elsewhere.
(b) Authority Representation Conflicts. Any differences, claims or
. matters in dispute arising between or among members shall, if
such differences do not arise out of the OCCRP]A Agreement or
By -Laws, be handled as follows:
(1) After being notified in writing that one member agency
has filed a formal claim against another in accordance
with provisions of the California Government Code, the
Authority can no longer act on behalf of either member
insofar as the case giving rise to the claim is concerned
if the claim involves a risk area or areas in which each of
the involved members is a participating member.
(2) Conversely, the Authority may continue to act on behalf of
a participating member, even after receipt of written notice
of a formal claim filed by one member agency against another,
provided the claim only involves a risk area or areas in
which only one of the involved member agencies is partici-
pating.
(c) In any case falling within the ambit of (1) or (2) above, the
Authority may, in its discretion, act on behalf of one or all
involved members, provided that the Authority first obtains the
written consent of all such members.
Sec. 10.100 TORT LIABILITY
Section 895.2 of the Government Code imposes certain tort liability
jointly upon public entities solely by reason of such entities being
parties to an agreement as defined in Section 895 of said Code. There-
fore, the parties hereto, as between themselves pursuant to the authori-
zation contained in Sections 895.4 and 895.6 of the Government Code,
each assumes the full liability imposed upon it or any of its officers,
agents, or employees by law for injury caused by a negligent or wrongful
act or omission occurring in the performance of the Agreement, to the
same extent that such liability would be imposed in the absence of
Section 895.2 of said Code. To achieve this purpose each party indem-
nifies and holds harmless the other party for any loss, cost or expense
that may be imposed upon such other party solely by virtue of Section
895.2 of the Covernment.Code.
Sec. 11.100 MEMBER WITHDRAWAL; OCCRMA DISSOLUTION
(a) A member agency of the Authority may withdraw as a member upon
complying with Articles 8 and 9 of the Agreement and with these
By -Laws.
(b) In the event of the dissolution of OCCRMA or the complete rescission
or final termination of the Joint Powers Agreement by all of the
then parties thereto, any property of OCCM.1A remaining after all
claims and obligations have been paid, or provision made for the
payment of the same, shall be returned to the then current members
of OCCRMA in proportion to their current deposits.
(c) •If a member agency withdraws from OCCRMA the following formula
shall be utilized to determine refund or obligations due and timing
of payments.
(1) A sum shall be arrived at by calculating the cummulative
paid in fund contributions plus any investment income of
the withdrawing member and prorata share of any assets of
OCCRMA less the cummualtive losses and expenses of the with-
,
drawing member and prorata share of operating costs of the
Authority.
(2) If as a result of the above calcualtions, OC ML4 owes the
withdrawing member a sum, OCMIA has the right to defer
payment of all or any part of the sum for a period of not
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to exceed 10 years so as to assure OCCRMA of continued
financial stability.
(3) Should the withdrawing member owe OCCRMA a sum, the OCCRMA
has the right to grant a deferal of payment of all or part of
this sum for a period of not to exceed 10 years, except cohere
OCCRMA and the withdrawing member have agreed to a different
repayment schedule on a loan from the Buffer Fund.
(4) After receiving advice from the Operations Committee the
Board shall determine whether the obligation to pay a with-
drawing member's reimbursement shall be discharged through
a transfer of property or through a payment of funds. The
transfer or payment shall be made within a reasonable time
following withdrawal. The current fair value of OCCRMA
property shall be determined by the Board after receiving
advice from the Auditor. If the withdrawing member disagrees
with the determination of the current fair value of OCCRMA
properties shall be determined by an independent appraiser.
Sec. 12.100 EXPULSION OF MEMBERS
(a) A party to this Agreement may be excluded from membership when
its actions:
(1) Cause the member to not substantially comply with the
terms of the Joint Powers Agreement or
(2) Cause the member to fail in substantially complying with
a written and acknowledged term or condition imposed on
the member by a simple majority vote of the Board;
(3) Cause an adverse effect on OCCR *IA's relations with the
insurance market and the member fails to remedy the adverse
effect within a reasonable time after receiving written
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(b) The Board may, by a two - thirds (2/3) vote, terminate and exclude
the offending member from any and all benefits of membership in
OCCRUA.
Sec. 13.100 LEGAL REPRESENTATION
Legal counsel to advise on matters relating to the operation of OCCRMA
may be recommended by the Operations Committee or Risk Manager and
approved by the Board. OCCRMA shall have the right to pay such legal
counsel a reasonable compensation for said services under a contract.
Sec. 14.100 NOTICES
(a) Notice to the Authority shall be given by delivery of such notices
to the Clerk at the office of the City Clerk of the City so desig-
nated in subdivision (e) of Article 4 of the Agreement.
(b) Notice to member agencies shall be given by delivery of such notice
to the Clerk of each member agency.
(c) Claims against the Authority, other than claims presented pursuant
to Sec. 7.110 of these By -Lacs shall be presented to the Clerk
at the office designated in subdivision (a) of this section.
Sec. 15.100 SECTIONS SUBDIVISIONS AND PARAGRAPHS
(a) The principal divisions of this Agreement are sections identified
by the abbreviation "Sec." and followed by Arabic numerals not in
parentheses.
(b) The principal divisions of sections are subdivisions identified
by lower -case letters in parentheses.
(c) The divisions of subdivisions are paragraphs identified by Arabic
numerals in parentheses.
Sec. 16.100 EFFECTIVE DATE
These By -Laws shall be effective immediately upon the effective date
of the Joint Powers Agreement.