HomeMy WebLinkAboutJoint Powers Subscriber Agreement with All American Insurance for ICRMP 2005
All American Insurance, LLC
P.O. Box 650
925 N. Main Street
Meridian, ID 83680
Phone: 208-888-1465 Fax: 208-888-6777
MEMO
Page 1
MERID-3 SB 12/30/2005
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PCKG
10/01/2005 10/01/2006
City of Meridian
Will Berg
33 E. Idaho
Meridian, ID 83642
ECEI
JAN - 4 2006
City of Meridian
City Clerk Office
I have enclosed the signed Joint Powers Agreement from ICRMP. Let me
know if you have any questions.
Thank you.
Stephanie Barnes
l,
I
JAN - 4 2006
City of Meridi!li1
City Clerk Office
IDAHO COUNTIES RISK MANAGEMENT
PROGRAM, UNDERWRITERS
I JOINT POWERS SUBSCRIBER AGREEMENT I
JOINT POWERS SUBSCRIBER AGREEMENT
Idaho Counties Risk Management Program, Underwriters
THIS AGREEMENT is entered into pursuant to the provisions ofIdaho Code, Sections
67-2326 through 67-2333, relating to the joint exercise of powers among political subdivisions of
the State of Idaho, by political subdivisions of the state of Idaho as defined by the Idaho Tort
Claims Act, as subscribers to counterparts of this Agreement, for the purpose of operating a
separate legal entity to be known and designated as the Idaho Counties Risk Management
Program, Underwriters, hereinafter referred to as "ICRMP". At the time of making of this
Agreement, ICRMP is considered by the Idaho Department of Insurance to be a reciprocal
insurer organized pursuant to provisions ofIdaho Code, Title 41, Chapter 29.
It is AGREED among the Members of ICRMP all of whom are signatory to this
Agreement or a prior counterpart that by virtue of expressly accepting the terms of this
version of the Joint Powers Subscriber Agreement, or by expressly approving a prior
counterpart and subsequently renewing participation after changes to a prior counterpart
have been implemented by the Board of Trustees, as follows:
WHEREAS, POLITICAL SUBDIVISIONS of the State ofIdaho have the authority to
purchase liability insurance for themselves and their employees pursuant to Idaho Code Section
6-923 and to contract for property and other insurance coverage as they deem necessary or
proper; and
WHEREAS, it is to the mutual benefit of POLITICAL SUBDIVISIONS to join together
to establish the legal entity created by this Joint Powers Agreement to accomplish the purposes
hereinafter set forth; and
WHEREAS, the MEMBERS have determined that there is a need for POLITICAL
SUBDIVISIONS to jointly create an insurance and risk management program; and
WHEREAS, the laws of the State ofIdaho authorize the formation of a reciprocal insurer
by POLITICAL SUBDIVISIONS without abrogating any privileges or immunities accorded to
them by law;
NOW, THEREFORE, BE IT AGREED, in consideration of the mutual advantages and
benefits to each POLITICAL SUBDIVISION and the mutual covenants herein contained, the
MEMBERS of ICRMP, with the consent and concurrence of the undersigned subscribing
POLITICAL SUBDIVISION, agree as follows:
ARTICLE 1. DEFINITIONS.
As used in this Agreement, the following terms shall have the respective meanings
hereinafter set forth;
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(1) ICRMP (program). The Idaho Counties Risk Management Program, Underwriters,
a pooled insurance and risk management program established pursuant to the statutes
of this state by this joint powers agreement.
(2) BOARD. The Board of Trustees ofICRMP, which shall serve as the Subscribers'
Advisory Committee, as such is required by Idaho Code Title 41. Chapter 29.
(3) MEMBERS. The POLITICALSUBDIVISIONS, as defIned in Section 6-902(2),
Idaho Code, which qualify and agree to the terms ofthe JOINT POWERS
SUBSCRIBER AGREEMENT.
(4) JOINT POWERS SUBSCRIBER AGREEMENT. This Agreement, including
prior and subsequent iterations wherein political subdivisions agree to participate in
the insurance and risk management offerings ofICRMP as set forth by the BOARD.
ARTICLE ll. ESTABLISHMENT, MAINTENANCE AND PARTICIPATION IN
ICRMP.
The Idaho Counties Risk Management Program, Underwriters, a separate Joint Powers
Entity, was created through a Joint Powers Agreement by numerous counties of the state of
Idaho with an initial effective date of November 29, 1985. The Joint Powers Agreement has
been subsequently amended on September 21, 1989, October 6, 1993, February 10, 1994 and
September 18, 1996. This JOINT POWERS SUBSCRIBER AGREEMENT is intended to
continue the organization and operation ofICRMP into future years upon the foundation laid by
prior joint powers and subscribers' agreements. The undersigned public entity, a political
subdivision of the State of Idaho, upon execution of an iteration of the JOINT POWERS
SUBSCRIBER AGREEMENT will become a MEMBER of the Idaho Counties Risk
Management Program, Underwriters (ICRMP) with all rights and duties associated therewith.
This Agreement supersedes all prior ICR.M:P joint powers and subscribers' agreements and will
become effective on October 1,2005, upon acceptance of the tender of continued participation
offered during the annual renewal process.
ARTICLE ID. PURPOSES AND DURATION.
(1) The purposes ofICRMP are to provide an insurance and risk management program
and to assist MEMBERS to prevent and reduce losses and injuries to MEMBERS'
property and to persons or property which might result in claims being made against
MEMBERS, their employees, officers, or agents, whether appointed, employed,
elected or serving as recognized volunteers.
(2) It is the intent of the MEMBERS ofICRMP to create an entity with unlimited
duration which will administer an insurance and risk management program and use
funds contributed by the MEMBERS to defend and indemnify, in accordance with
this Agreement and the issued policy(ies) of insurance, any ICRMP MEMBER
against stated liability or loss, to the limits of the Insurance Policy issued by ICRMP.
It is also the intent of the MEMBERS to have ICRMP provide continuing stability
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and availability of needed insurance coverage at reasonable costs and to provide
education and training to ICRMP MEMBERS in the interest of meeting the
challenges of local governance. All income and assets of ICRMP shall be at all times
dedicated to the ultimate benefit of its MEMBERS.
(3) It is the intent of the MEMBERS ofICRMP that the Program serve as a vehicle for
cooperative undertakings for all program MEMBERS or selected groups thereof to
share the costs of certain required or desired insurance or risk-related obligations
which the MEMBERS desire to study or implement. In implementation of any such
programs, the participating MEMBERS shall bear the proportionate costs of carrying
out the purposes of the programs(s).
(4) Participation in ICRMP shall be comprised ofthose POLITICAL SUBDIVISIONS
which have entered into this Agreement or one of its prior iterations by and through
an individual duly authorized to execute such Agreement, and who have agreed to
pay the required MEMBER contributions. MEMBERS agree to the admission of
future MEMBERS in accordance with provisions of the JOINT POWERS
SUBSCRIBER AGREEMENT and acknowledge that they shall have no right to
object to the addition of such MEMBERS provided they are admitted in accordance
with the terms hereof. This Agreement shall be automatically renewed, annually or
periodically, consistent with BOARD-established policy terms, unless the provisions
for withdrawal, expulsion or termination are applied in compliance with the terms of
this agreement or adopted BOARD policy.
ARTICLE IV. MANNER OF FINANCING.
Financial operations ofICRMP shall be committed to the sound discretion of the
BOARD with the primary intent being the long-term solvency of the Program. Financial
contributions from MEMBERS shall be determined by the BOARD ofICRMP, considering,
among other factors, risk exposure, loss experience, net operating expenditures, property
ownership, costs of administering claims, costs of providing risk management services and other
appropriate or necessary costs.
ARTICLE V. NON-WAIVER OF GOVERNMENTAL OR OTHER IMMUNITY.
MEMBERS of ICRMP, by participation in this program, do not waive any imtnunities or
limitations of liability provided to political subdivisions or their employees by any law of this
state or nation.
ARTICLE VI. ICRMP POWERS AND DUTIES.
The powers ofICRMP to perform and accomplish the purposes set forth above shall,
within the budgetary limits and procedures set forth in this Agreement and as otherwise
established by the BOARD, be the following:
(a) To employ agents, employees and independent contractors.
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(b) To purchase, sell, encumber and lease real property; to incur obligations on behalf of
the program to the extent permitted by Idaho statutes and the Idaho Constitution; and
to purchase, sell, or lease equipment, machinery, and personal propeliy.
(c) To invest funds as allowed by Idaho statutes.
(d) To carry out educational and other programs relating to risk management.
(e) To create, collect funds for, and administer an insurance and risk management
program.
(f) To purchase excess insurance and/or reinsurance to supplement the self-insured
retention.
(g) To establish reasonable and necessary loss reduction and prevention recommendation
procedures to be followed by the MEMBERS.
(h) To provide risk management, loss control, underwriting and claims adjustment or to
contract for such services, including the defense and settlement of claims, subject to
specific limitations and/or restrictions, which may be imposed and adopted by the
BOARD.
(i) To carry out such other activities as are necessarily implied or required to carry out
the purposes ofICRMP specified in Article III of this Agreement, even though such
undertakings might not be known at the time of entering into this agreement, or the
specific powers enumerated in this Article.
G) To sue and be sued.
(k) To enter into contracts.
(1) To reimburse BOARD members for reasonable and approved expenses incurred in
attending to BOARD responsibilities.
(m)To provide security, insurance or bonds regarding the official responsibilities of all
officers, BOARD members and employees ofICRMP.
ARTICLE VII. P ARTICIP ATION.
Any MEMBER oflCRMP shall be permitted to participate in the activities ofICRMP as
provided in this Agreement.
ARTICLE VIII. l\1El\1BERS' RIGHTS AND OBLIGATIONS ~ DISPUTE RESOLUTION
PROCEDURES.
(1) The individual MEMBERS ofICRMP shall have the right to:
(a) Petition the Board to be heard regarding any aspect of the program operation
in accordance with internal dispute resolution procedures approved by the
Board or as otherwise determined in accordance with procedural guidelines
authorized by the Board or the Chairman of the Board as circumstances
warrant.
(b) "Withdraw from Program participation at any time authorized by this
Agreement, but no less frequently than annually. Members recognize that the
Program is managed for long-term participation and that agreements that
support Program operation are of one-year or longer duration.
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(c) To vote in election of a representative to serve on the Board ofICRMP as
provided by this JOINT POWERS SUBSCRIBER AGREEMENT.
(2) The obligations of MEMBERS ofICRMP shall be as follows:
(a) To pay promptly all member contributions to ICRMP at such times and in
such amounts as shall be established by the BOARD pursuant to this
agreement. Any delinquent payments may incur interest, which shall be
equivalent to the prime interest rate, from the date of delinquency, of the
commercial bank where ICRMP's primary accounts are maintained.
Payments will be considered delinquent fifteen (15) days following the due
date. Interest would be calculated from the due date. Insurance coverage and
other services will not continue for MEMBERS that are delinquent (more than
fifteen (15) days past due) in payment of contribution amounts according to
the terms of this Agreement.
(b) To allow the Program and its agents, officers and employees reasonable
access to all premises of the MEMBER and all records, including but not
limited to financial records, as reasonably required for the administration of
ICRMP and the effective handling of claims threatened or brought against
MEMBERS.
(c) To cooperate fully with the PROGRAM'S attorneys, claims adjusters and any
other agent, employee, or officer of ICRMP in activities relating to the
purposes and powers of ICRMP.
(d) To make good faith efforts to follow the safety, loss reduction and prevention
recommendations established by the Program and to cooperate in risk
reduction strategies proposed or required by the Program.
(e) To report to ICRMP immediately all incidents or occurrences which could
reasonably be expected to result in ICRMP being required to consider a claim
against the POLITICAL SUBDIVISION, its agents, officers, or employees, or
for losses to MEMBER'S property within the scope of coverages undertaken
by ICRMP.
(f) To report to ICRMP as soon as reasonably possible, by way of the public
entity's insurance agent, in accordance with the issued Policy of Insurance and
related guidelines, the addition of new programs, facilities and equipment or
the significant reduction or expansion of existing programs, facilities and
equipment or other acts that could cause material changes in the MEMBER'S
risk of property or liability-related loss exposure.
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(g) To provide ICRMP periodically, but in no instance less frequently than
annually, in accordance with the issued Policy ofInsurance, with information
on the value of buildings and contents and other real and personal properties.
Each MEMBER is obliged to cooperate with the Program via its independent
insurance agent
(h) To utilize Board-approved dispute resolution procedures regarding any contest
or disagreement regarding a provision or scope of coverage pursuant to the
insurance program/policy, prior to initiating legal action against ICRMP.
MEMBERS expressly agree to follow the internal dispute resolution
procedures adopted by the BOARD before contesting coverage or claims
payment issues in a court oflaw. Such procedures require MEMBERS to
thoroughly disclose any bases for such disagreement in writing to the BOARD
prior to being heard in the process of resolving any such dispute. MEMBER
expressly agrees that failure to exhaust the internal dispute resolution
procedures established by the BOARD constitutes a material breach of this
Joint Powers Subscriber Agreement. MEMBER further agrees not to initiate
legal action against the PROGRAM regarding any dispute with the
PROGRAM until said dispute resolution procedure has reached it conclusion.
MEMBER agrees that ICRlvfP may enforce this provision by seeking the
remedy of specific performance in a court of competent jurisdiction. The
restrictions contained in this subsection may be waived by mutual agreement
of the Program and the MEMBER.
(3) The basic elements of the dispute resolution procedure within ICRMP shall include
the following:
(a) Filing a written statement by the MEMBER stating the specific basis for
disagreement with the Executive Director. Such filing shall be followed
promptly by a conference with the Executive Director, in person or by
telephone, to attempt to resolve the stated differences. The Executive Director
shall thereafter respond to the MEMBER in writing not more than ten (10)
business days after the conference. Such written response shall set forth the
basis of the Executive Director's decision.
(b) Following receipt of the Executive Director's written response, MEMBER
may appeal the determination of the Executive Director to the BOARD. Any
such appeal shall be made in M'iting setting forth the specific basis for the
appeal and the particular reasons for the disagreement with the determination
of the Executive Director. When an appeal is received at least ten (10) days
prior to a BOARD meeting, it will be included on the next BOARD agenda.
If an appeal is not received at a time that allows it to be timely placed upon
the agenda of the next BOARD meeting, the MEMBER and Executive
Director, working in consultation with the Chairman of the BOARD, shall
determine whether the matter is of such importance and urgency that it
requires the call of the special BOARD meeting or whether it can be
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addressed at the next regularly scheduled BOARD meeting, no later than sixty
(60) days after the appeal is received, without iueparably harming the
MEMBER. If a MEMBER insists upon the call of a special meeting by
formal action of its governing board, or if the next regular meeting of the
BOARD is more than sixty (60) days after the date the MEMBER's written
appeal is filed with the Executive Director, a special meeting of the BOARD
shall be called to hear the appeal.
( c) The BOARD shall hear oral presentations, not in excess of one hour each, by
the MEMBER and the Executive Director, should either or both desire. After
hearing from both parties, the BOARD shall decide the controversy and shall
tender its decision in writing within thirty (30) days. In doing so the BOARD
may consult independently, or through the Executive Director, with legal
advisers and/or consultants. The decision ofthe BOARD shall be final, unless
reconsideration is requested by the MEMBER and approved for
reconsideration by the BOARD. Until a fmal decision is made pursuant to the
procedures set forth in this Article, no Member may initiate or institute legal
action against ICRMP or its officers, employees or agents arising out of the
performance of this Agreement or the contract of insurance issued pursuant to
this Agreement.
(d) The BOARD reserves the right to vary the foregoing procedures as necessary
to accommodate the interests of ICRMP, its MEMBERS, or others with an
interest in the just resolution of differences regarding program operation.
ARTICLE IX. MEMBER CONTRIBUTIONS.
The Board of ICRMP shall establish annual or periodic contribution amounts for
MEMBERS. The PROGRAM may change contribution amounts charged to any MEMBER
from year to year to reflect changes in risk resulting from operational changes, changes in
property values or ownership, reevaluation of operating risks, or refusal to participate in or
willful violation of safety or loss prevention programs or for other reasons established by the
BOARD. Conversely, the PROGRAM may offer contribution amount incentives for any
MEMBER that faithfully participates in loss prevention and safety programs or for other reasons
established by the BOARD. Each MEMBER'S contribution amount shall be limited to the rate
model set for the Policy Year, unless additional coverage is requested by the MEMBER. No
MEMBER may be further assessed during a Policy Year unless in response to a material change
in property or activities not disclosed or addressed at the time of annual renewal. Additional
contribution amount may be charged when changes are made to covered property or activities
during the course of a year. The PROGRAM reserves the right to condition continued
participation by any MEMBER upon compliance with specific performance requirements,
payment of modified deductible amounts and such other measures as the PROGRAM deems
necessary or appropriate. The PROGRAM reserves the right to discontinue membership of any
MEMBER which does not cooperate with Program goals, objectives, or requirements or which
acts without regard to consequences concerning matters which affect ICRMP and its
MEMBERS.
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ARTICLE X. BOARD OF TRUSTEES - ELECTION AND REMOVAL.
The BOARD of Trustees shall be comprised of nine elected public officials, six (6) of
whom shall be county commissioners and three (3) who shall hold elective office in other
POLITICAL SUBDIVISIONS. The electoral boundaries shall be organized as follows:
County District I: Counties of Boundary, Bonner, Kootenai, Benewah and Shoshone.
County District II: Counties of Latah, Clearwater, Nez Perce, Lewis and Idaho.
County District III: Counties of Adams, Valley, Washington, Payette, Gem, Boise,
Canyon, Ada, Elmore and Owyhee.
County District IV: Counties ofCamas, Blaine, Gooding, Lincoln, Jerome, Minidoka,
Twin Falls and Cassia.
County District V: Counties of Bingham, Power, Bannock, Caribou, Oneida, Franklin
and Bear Lake.
County District VI: Counties of Lemhi, Custer, Clark, Fremont, Butte, Jefferson,
Madison, Teton and Bonneville
Region I: Elected official of a political subdivision other than a county from within
Districts I, II, and III elected by all political subdivisions in the Region except counties.
Region II: Elected official of a political subdivision other than a county from within
Districts IV, V and VI elected by subdivisions in the Region, except counties.
County Member at Large: Elected commissioner of any MEMBER County elected by
county Members. The Member at Large position will no longer be limited only to county
commissioners when the term of service of the current County Member at Large or his
competitively-elected successor concludes by resignation, retirement or removal during the
course of a term or upon such Board member's decision not to run for re-election. Upon the
happening of such resignation or retirement, the Member at Large position will become open to
elected officials from POLITICAL SUBDIVISIONS other than counties and to county
commissioners from any MEMBER County. Simultaneously, the Regional positions shall be
subsequently limited going forward to service by elected city officials from the respective
Regions outlined above.
Each member of the BOARD shall be either a commissioner elected from a MEMBER
County or an elected official of a MEMBER representing other POLITICAL SUBDIVISIONS,
and shall serve for a period of two (2) years, or until a successor is elected or appointed. Four (4)
members ofthe BOARD (even-numbered Districts and the Region II seat) shall be elected for
two (2) year terms in NovemberlDecember of odd-numbered years, while another five (5)
members of the BOARD (odd-numbered Districts and the Region I seat plus the County Member
at Large, such seat to become an Open Member at Large when the circumstances described in
the preceding paragraph occur) shall be elected for two (2) year terms in even-numbered years.
For purposes of this Agreement, a "Board Seat" shall be defined as the position on the ICRMP
Board of Trustees designated for and occupied by the representative duly elected from a District,
Region or At Large as outlined in this Section. The Executive Director shall administer the
election process in order to allow election results to be canvassed by the BOARD during its
December meeting. The respective boards of county commissioners of each MEMBER county
may cast a ballot for their District member of the BOARD, governing boards of POLITICAL
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SUBDIVISIONS other than counties may vote for regional representatives and all MEMBER
boards of county commissioners may cast a ballot for the county representative at large, to be
received by ICRMP at a time and place specified by the Executive Director prior to the Board's
final meeting each calendar year. Each member of the BOARD shall serve from the date of the
first BOARD meeting in the succeeding year through the conclusion of his/her term when a
succeeding BOARD member is seated or for another term if the BOARD member is re-elected.
At any time during the course of service of a BOARD member such member may be
removed by the Program MEMBERS that elected such BOARD member by either of two (2)
means. The first method by which an elected BOARD member's continued service may be
submitted to his constituent electors is by receipt of a petition of no confidence approved by the
respective governing boards of MEMBER entities equal to at least one-half (1/2) of the number
of votes received by the BOARD member when the BOARD member was most recently elected
to the BOARD. Any such petition shall succinctly set forth the reasons of misconduct,
wrongdoing or failed representation that justifY a no-confidence election.
The second alternative to refer a BOARD member's continued service to his constituent
electors would be a no-confidence declaration by members of the ICRMP BOARD. By majority
vote of no confidence the BOARD may choose to submit the question of continued service by an
elected or appointed BOARD member to the BOARD member's constituent electors, stating in
any motion to proceed with such election the express reasons therefore.
In the event of receipt of a qualifYing no-confidence petition, or following a no-
confidence vote by the ICRMP BOARD, the question to be presented to a BOARD member's
constituent electors would be whether the identified BOARD member should continue to serve
on the BOARD. The reasons for no-confidence stated in the petition from dissatisfied
MEMBERS or expressed in the motion by BOARD shall be included in election materials sent
to constituent electors along with a statement prepared by the BOARD member in response.
Neither message shall exceed three hundred (300) words. Voting on any such election shall be
open for at least twenty-one (21) days from the date ballots are first mailed. The Executive
Director shall establish a time and date certain by which all ballots must be received. Votes shall
be tallied by the Executive Director or his designee(s). A majority oflawful votes cast shall
determine the outcome. If a no-confidence vote results in removal of BOARD member, the seat
may be refilled by BOARD appointment until the next election wherein a replacement can be
elected to fill a new term or the remainder of the prior term, whichever is applicable.
ARTICLE XI. POWERS AND DUTIES OF THE BOARD OF TRUSTEES.
The BOARD shall have the following powers and duties:
(1) To annually elect a chairman and vice-chairman. Each officer shall serve until his
or her successor is elected.
(2) To admit or expel MEMBERS in accordance with this Agreement.
(3) To establish contribution amounts and payment procedures for MEMBERS.
(4) To establish the insurance and risk management program design.
(5) To provide for selection of all personnel and contractors necessary for the
administration of I CRMP, including the appointment of a primary administrator to
supervise the business of the PROGRAM and carry out functions delegated by the
BOARD.
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(6) To establish a schedule for BOARD meetings.
(7) To fill vacancies on the BOARD by majority vote of the remaining trustees for the
unexpired term.
(8) To exercise all powers of ICRMP, except powers reserved to the MEMBERS.
(9) To prepare, adopt and oversee ICRMP's budget.
(10) To make reports to the MEMBERS.
(11) To provide for underwriting, claims and loss control procedures.
(12) To provide for the investment and disbursement of funds.
(13) To establish by-laws, rules and regulations governing its own conduct and
procedures and the powers and duties of its officers, not inconsistent with this
Agreement.
(14) To provide to MEMBERS an annual report of operations and fmancial affairs.
(15) To form committees and advisory panels; and to provide other services as needed
by ICRMP. The BOARD shall determine the method of appointment and terms of
members of committees and advisory panels.
(16) To submit to MEMBERS a subsequent, substitute, or replacement Joint Powers
Subscriber Agreement at the date of periodic renewal for re-adoption or express
acceptance by MEMBERS.
(17) Dissolve ICRMP and disburse its remaining assets when BOARD action is
accompanied by a two-thirds (2/3) vote of the entire MEMBERSHIP, provided that
a notice of intent to dissolve ICRMP shall be given to the Director of the
Department of Insurance of the State of Idaho at least ninety (90) days prior to the
proposed effective date. Like notice of such intent shall be provided to all
MEMBERS at least thirty (30) days before any such vote regarding dissolution.
(18) To do or delegate all acts necessary and proper for the implementation of this
Agreement.
ARTICLE XII. ESTABLISHMENT OF LOSS PAYING FUND.
The PROGRAM shall establish a Loss Paying Fund which shall consist of amounts the
BOARD deems reasonably sufficient to annually produce the sum of money necessary to fund
ICRMP's general and administrative expenses, any reinsurance requirements, to pay the current
year's claims and claims expenses and to sustain the financial stability of the Program plus funds
necessary to meet ICRMP's obligation to satisfy the requirements of any regulatory authority.
ARTICLE XIII. SCOPE OF COVERAGE.
(1) ICRMP shall provide policy protection to each MEMBER as provided in the
MEMBER'S policy of insurance. MEMBER acknowledges that the policy of
insurance transfers risk ofloss from the MEMBER to ICRMP subject to the terms,
conditions and exclusions addressed by the policy.
(2) In the event that a claim or a series of claims exceed the amount of coverage provided
by the MEMBER's Policy, payment of valid claims shall become the sole and
separate obligation of the individual MEMBER or MEMBERS against whom the
claim was made and perfected by litigation or settlement. No Subscriber shall be
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entitled to a contribution from other MEMBERS beyond the amount obligated by this
Joint Powers Subscriber Agreement and the policy of insurance which complements it.
ARTICLE XIV. MEETINGS OF THE BOARD OF TRUSTEES.
(1) The BOARD may set a time and place for meetings in accordance with
applicable law. All provisions oflaw applicable to public meetings shall be
observed.
(2) A majority of seated tmstees shall constitute a quorum to do business. All formal acts
of the BOARD shall require a majority vote of the trustees present and voting.
(3) Because of the distance that separates the Tmstees, the Board may conduct official
business by telephone conference call. When a conference call meeting is convened
the base of such meeting will normally be the ICRMP Building in Boise, Idaho. An
alternative base meeting location may be designated by the Executive Director when
necessary to effectively conduct BOARD business. At the base location a speaker
phone shall be provided in order to allow the public to hear the discussion carried on
by the Board. Executive session and notice provisions of the Open Meeting Law
shall apply when appropriate or required.
ARTICLE XV. LIABILITY OF BOARD OF TRUSTEES OR OFFICERS.
The trustees or officers oflCRMP should use ordinary care and reasonable diligence in
the exercise of their powers and in the performance of their duties hereunder. They shall not be
personally liable for any mistake of judgment or other action made, taken or omitted by them in
good faith; nor for any action taken or omitted by any agent, employee or independent contractor
selected with reasonable care so long as the actions or omissions complained of shall have taken
place within the course and scope of their official duties. No tmstee shall be personally liable for
any action taken or omitted by any other trustee. The assets ofICRMP shall be used to defend
and indemnify any trustee, officer, agent or employee for actions taken by each such person in
good faith within the scope of his or her authority for ICRMP as public officials in the state of
Idaho. ICRMP may purchase insurance providing coverage for tmstees, officers and employees.
ARTICLE XVI. WITHDRAWAL FROM ME:MBERSIDP.
Any MEMBER may withdraw from ICRMP after the MEMBER'S initial one (1) year
term by giving notice to the BOARD, in writing, of its desire to withdraw. Any MEMBER may
withdraw from ICRMP within thirty (30) days after the date that the Program gives notice in
writing of an amendment to this Agreement or its accompanying policy of insurance by
tendering to the Executive Director written notice of its intent to withdraw. The continuing
rights of any withdrawing MEMBER shall be as set forth in the most recent Joint Powers
Subscriber Agreement to which the Member has agreed.
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ARTICLE XVII. EXPULSION OF ME:MBERS - CONDITIONS OF CONTINUED
PARTICIPATION.
(1) Any MEMBER may be expelled by the Executive Director at any time during a
policy year for one or more of the following reasons:
(a) Failure to make any payments due to ICRMP.
(b) Willful failure to undertake or continue loss reduction or loss prevention
recommendations by ICRMP.
(c) Failure to allow ICRMP reasonable access to all facilities and records of the
MEMBER necessary for proper administration of ICRMP.
(d) Failure to fully cooperate with ICRMP's attorneys, claim adjusters or other
agents, employees, or officers of ICRMP.
(e) Failure to carry out any obligation of a MEMBER which impairs the ability of
ICRMP to carry out its purpose or powers.
(f) Exhibiting reckless behavior which causes claims which could have been
avoided by prudent or responsible action.
(2) No MEMBER expulsion shall be effective until thirty (30) days after notice from the
Executive Director of the alleged failure of performance. Notice to a MEMBER
shall state whether a cure is possible. The MEMBER may request a hearing within
thirty (30) days of the notice provided by the Executive Director. Notices of
expulsion are subject to the Dispute Resolution Procedure set forth in Article VIII.
If a decision to expel is affirmed after hearing, such date of expulsion shall relate
back to the date of initial action by the Executive Director from which the notice of
intent to terminate derives. The rights of any expelled MEMBER shall be as set forth
in this Agreement or upon such other terms and conditions as the BOARD may
negotiate with the expelled MEMBER.
(3) Any MEMBER separating from ICRMP (withdrawing or expelled) shall not be
entitled to any reimbursement of contribution amounts that have been paid unless
otherwise required by language of the policy of insurance or provisions of applicable
law. All claims relating to events occurring after the date of separation from ICRMP
shall become the sole responsibility of the separated Subscriber. With respect to
Public Officials' Errors and Omissions (Claims Made Form), any claims occurring or
reported after the date of separation from ICRMP shall become the sole responsibility
of the separated MEMBER.
(4) As an alternative to expulsion the Board may, at anytime, condition continued
participation in the program upon compliance with specific terms and conditions
established by agreement between the MEMBER and ICRMP. Conditions may
include consultation requirements, increased deductible amounts, increased
MEMBER contributions, restriction of coverage and such other limitations as the
Board may deem reasonable to protect the resources of ICRMP.
Joint Powers Subscriber Agreement (Effective October 1,2005) - 12
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ARTICLE XVIII. BINDING CONTRACTUAL OBLIGATION.
This document shall constitute a Joint Powers Agreement, a binding contract, among
those POLITICAL SUBDIVISIONS that are MEMBERS oflCRMP. The terms of this
Agreement may be enforced in court by ICRMP itself or by any of its MEMBERS, subject to the
terms and conditions of applicable laws and this Agreement. The consideration for the duties
herewith imposed upon the MEMBERS to take certain actions and to refrain from certain other
actions is based upon the mutual promises and agreements of the MEMBERS set fOlih herein.
This Agreement shall be approved according to law by each MEMBER and by signature affixed
hereto. MEMBER asserts that it has complied with relevant laws and that is waives its ability to
object to the binding nature ofthis Agreement by virtue of informalities in its approval. Except
to the extent of the financial contributions to ICRMP agreed to herein, or such additional
obligations as may come about through amendments to this Agreement, no MEMBER agrees or
contracts herein to be held responsible for any claims in tort or contract made against any other
MEMBER. The contracting parties intend in the creation of ICRMP to establish an organization
for joint risk management only within the scope therein set out, and have not herein created as
between MEMBER and MEMBER any relationship of surety or indemnitor, nor by participating
herein does any MEMBER assume responsibility for the debts of or claims against any other
MEMBER.
ARTICLE XIX. DISTRIBUTION OF PROPERTY, FUNDS AND SUPPLIES UPON
DISSOLUTION OF ICRMP.
In the event of termination of this Joint Powers Subscriber Agreement such that ICRMP
is dissolved, all unused consumable supplies, non-consumable supplies or other property or
assets acquired by ICRMP shall be disposed of in a manner permissible by law, and the proceeds
of such liquidation shall be disbursed to the MEMBERS at a rate proportionate to each
MEMBER'S pro rata share of the cumulative member contributions paid to ICRMP from the
time said PROGRAM was commenced until the time that it was terminated or dissolved. Said
determination of asset distribution shall be made in good faith by the BOARD.
ARTICLE xx. SEVERABILITY.
In the event that any Article, provision, clause or other part of this Agreement should be
held invalid or unenforceable by a court of competent jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability with respect to other Articles,
provisions, clauses, applications or occurrences, and this Agreement is expressly declared to be
severable.
ARTICLE XXI. POWER OF ATTORNEY - EXPENSES AND DUTIES.
(1) To the extent required by Idaho Code Title 41, Chapter 29, and not inconsistent with
applicable constitutional and statutory obligations and prerogatives, MEMBER
hereby appoints Idaho Counties Risk Management Program, Underwriters (ICRMP),
as its Attorney-in-Fact empowered to take all actions and execute all documents
which are necessary or appropriate in carrying on the business of insurance through
Joint Powers Subscriber Agreement (Effective October 1, 2005) - 13
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ICRMP on behalf of MEMBER. MEMBER agrees that the Board of ICRMP may
delegate powers to an Executive Director in accordance with this Joint Powers
Subscriber Agreement.
(2) The Executive Director appointed by the Board is hereby empowered by the
undersigned to accept service of process on behalf of ICRMP. The Director of the
Department of Insurance of the State of Idaho is also authorized to receive service of
process in actions against ICRMP upon contracts of insurance provided to
Subscribers ofICRMP. Such authorization does not supersede the procedural
requirements ofthis Agreement. The general services to be performed by the
Executive Director shall include: (a) issuing, underwriting and servicing policies of
insurance; (b) contracting with agents for sale and servicing of policies of insurance;
(c) executing treaties of reinsurance; and (d) supervising the investment policy of
ICRMP. The Executive Director's obligations and liability shall be limited by the
terms and conditions of ICRMP's Joint Powers Subscriber Agreement and by the
Idaho Tort Claims Act.
(3) The general items of expense to be paid by ICRMP shall include, but not limited to:
(a) losses and claims payments; (b) allocable claims expense; (c) governmental
charges, license fees, and taxes; (d) expenses incurred in auditing ICRMP's books
and records; (e) contribution amount collection costs; (f) Board expenses; (g)
premiums on reinsurance; (h) fees of investment counsel and direct investment
expense; (i) salaries and expenses of officers and employees of ICRMP; G)
disbursement of dividends; (Ie) special expenses authorized by the Board of Trustees
ofICRMP; (1) broker and agent commissions; (m) indemnity insurance premiums; (n)
home and branch office expense; and (0) actuarial, auditing, legal, risk management
and loss prevention expenses.
(4) The Power of Attorney conveyed herein shall expire upon termination ofICRMP.
The policies of insurance issued by ICRMP are subject to payment of member
contributions to ICRMP. The liability of each MEMBER for the obligations of
ICRMP shall be an individual, several and proportionate liability and not ajoint
liability. The liability of each MEMBER shall be limited as stated in this Joint
Powers Subscriber Agreement provided; however, that in no event shall any
MEMBER be required to contribute more than the amount authorized by applicable
state statutes and constitutional provisions pursuant to which ICRMP is established.
ARTICLE XXll. MISCELLANEOUS PROVISIONS - NOTICE.
(1) The provisions of this Agreement shall be interpreted pursuant to the laws of the State
ofIdaho.
(2) The parties hereto consent that courts in the State of Idaho shall have jurisdiction over
any dispute arising under this Agreement after exhaustion of the dispute resolution
procedures provided for herein. If reasonable attorney fees are incurred in enforcing
Joint Powers Subscriber Agreement (Effective October 1, 2005) - 14
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provisions of this Agreement in a court of law, the prevailing party to such an action
shall be entitled to reimbursement of its reasonable attorney fees.
(3) No waiver of any breach of this Agreement or any provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof or of any of the other
provisions herein contained. No extension of time for performance of any obligation
or act shall be deemed an extension oftime for performance of any other obligations
or acts.
(4) In the event that any provision of this Agreement is in conflict with or is incompatible
with the MEMBER'S Policy issued hereunder, the terms and conditions of the
MEMBER'S Policy shall prevail and take precedence.
(5) This Agreement may be modified or amended by a written agreement entered into by
the BOARD. Provided, however, no such modification shall be effective
retroactively, nor as to any insurance contract or coverage issued prior thereto. Said
modifications may be made effective during a Policy Year only to comply with
applicable laws respecting operation ofICRMP or with express consent of the
1v1EMBER. Changes may be made to.the policy of insurance issued by ICRMP at
any time during the policy year in accordance with rules or statutes governing the
business of insurance within the State of Idaho. If a MEMBER does not accept
changes made during a policy year, its sole remedy shall be to cancel future coverage,
subject to a proportionate refund of any pro rata member contributions already paid,
less equitable commission and administrative charges.
(6) MEMBER agrees to hold ICRMP, its employees, contractors, and/or legal counsel,
harmless and without liability to MEMBER from any claims arising out of loss
control or related administrative activities undertaken for Subscriber's benefit.
ICRMP assumes no responsibility for the lawful operation of MEMBER'S
POLITICAL SUBDIVISION. 1v1EMBER further agrees that communications with
attorneys on the ICRMP staff or retained by the Program to assist a MEMBER to
resolve or avoid claims will remain confidential pursuant to the Attorney-Client
privilege and that written materials generated as a consequence of such effort to assist
MEMBER shall constitute attorney work product. MEMBER further agrees that the
employees, contractors and/or legal counsel ofICRMP when acting in a loss control
capacity are representing ICRMP, not MEMBERS, and that information obtained in
such loss control capacity may be provided to ICRMP in order to carry out the
purposes of this Joint Powers Subscriber Agreement.
(7) All notices required to be given tmder this Agreement shall be delivered in writing.
Notices by a MEMBER to ICRMP shall be sent to ICRMP'S principal place of
business. Notices to any Subscriber shall be sent to the Subscriber's last lmown
address. In the event that any party to this Agreement desires to change its address,
notice of change of address shall be sent to the other party by United States Mail in
accordance with the terms and provision of this Article.
Joint Powers Subscriber Agreement (Effective October 1,2005) - 15
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ARTICLE XXIll. EXECUTION AND ATTEST.
REceIVED
DEe 1 5 2005
~CRMP
In Witness hereof, this Agreement is executed on the ~ day of tx!ra bo. 200 s:
by the undersigned who are duly authorized officer(s) of the Political Subdivision indicated
below and by the Idaho Counties Risk Management Program, Underwriters (ICRMP), pursuant
to action taken by the Governing Board of the MEMBER on the ~ day of Othb.tc.. 20 O~.
Such execution upon this Agreement or upon execution of a prior counterpart accompanied by
continuing renewal shall constitute agreement by the POLITICAL SUBDIVISION to the terms
and conditions of membership in ICRMP until proper written notice of withdrawal is provided or
until a MEMBER is cancelled or expelled as provided herein. Signature is required for new
membership. Renewal occurs by approval of binder and payment of MEMBER
CONTRIBUTION.
POLITICAL SUBD~VISION: r! Ifz. #' /Jw-.-idltt.......J
Ilf'f'rlv<-d-.fJ 6"e~~ -Ul-61S"
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By:
Title:
Attest/Witness:
By:
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I~!l/ 1(. ~
EXEC{JnVE bpmCTOR
Joint Powers Subscriber Agreement (Effective October 1, 2005) - 16