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AG 19-179 - WCIA RETURN TO- EXT: CITY OF FEDERAL WAY LAIC' I)FT)A TMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Law 2. ORIGINATING STAFF PERSON: Ryan Call EXT: 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION 0 CONTRACT AMENDMENT(AG#):19-179 N INTERLOCAL ❑ OTHER 5. PROJECT NAME: WCIA Interlocal-Appendix 158-19 6. NAME OF CONTRACTOR: WCIA(Washington Cities Insurance Authority) ADDRESS: P.O.Box 88030,Tukwila,WA 98138 TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: December 31,2019 COMPLETION DATE: 9. TOTAL COMPENSATION$ (INCLUDE EXPENSESAND SALES TAX,IFANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) * LAW 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE RECD: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIALINITIALI DATE SIGNED ❑ LAW DEPARTMENT I 9 SIGNATORY(MAYOR OR DIRECTOR) 4 If CITY CLERK ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: -wl COMMENTS: Approved by Council on 9/3/19-Amendment is to update effective date of insurance(to correct date) 2/2017 APPENDIX 158-19 TO INTERLOCAL AGREEMENT CREATING THE WASHINGTON CITIES INSURANCE AUTHORITY WHEREAS, in 1980 the Cities of Mercer Island, Mountlake Terrace, Olympia, Kirkland, Marysville, Lacey, Kent, Everett and Des Moines did enter into and sign an Interlocal Agreement, as authorized by CH 48.62 RCW, for the creation of and operation of a liability self-insurance pool for the mutual protection and benefit of said entities known as the Puget Sound Cities Interlocal Insurance Authority; and, WHEREAS, on March 13, 1986, the Board of Directors of the Authority did pass a motion to change the name to Washington Cities Insurance Authority. Said change is also ratified by new members; and, WHEREAS, the above referenced Interlocal Agreement provides in Article 19 for the addition of new members to said Authority after one year of operation as determined by vote of the Board of Directors of said Authority; and, WHEREAS, Article IV, Section 8 of the By-Laws of the Washington Cities Insurance Authority provides the procedure for the admission of new members to said Authority; and, WHEREAS, on July 12, 2019, the Executive Committee of the Washington Cities Insurance Authority did pass a motion authorizing and inviting City of Federal Way to become a new member of said Authority; and, WHEREAS, City of Federal Way by decision of its respective legislative and executive authorities,has decided to become a new member to the Washington Cities Insurance Authority commencing on December 31, 2019; NOW THEREFORE, for and in consideration of all of the mutual benefits, covenants, and agreements contained herein, City of Federal Way by signature of its respective authorized representative to this APPENDIX 158-19 to the original Interlocal Agreement, do hereby agree to be bound to all the terms, conditions, and covenants of the original Interlocal Agreement creating the Washington Cities Insurance Authority and all APPENDIX 158-19 Page 1 of 2 previous appendixes, which are incorporated by reference herein and to become members of said Authority commencing at 12:01 a.m. on December 31, 2019. The new member whose representative signs this APPENDIX 158-19 agree that they shall be bound to the original Interlocal Agreement and all previous appendixes, and to which the APPENDIX 158-19 is attached; and further agree that they shall be bound by all provisions and terns of the By-Laws for the Washington Cities Insurance Authority as they now exist or may be amended in the future. The new member whose representative signs this agreement shall have the benefits of the Joint Protection Programs and obligations thereto as provided by the Washington Cities Insurance Authority commencing at 12:01 a.m., December 31, 2019. IN WITNESS WHEREOF, the party hereto has executed this APPENDIX 158-19 to the Interlocal Agreement creating the Washington Cities Insurance Authority by authorized official thereof, on the date indicated below. DATE:/ c7 BY: TITLE: ATTEST: I(I aPaL DATE: D �2� lug) APPENDIX 158-19 Page 2 of 2 PF'TL7,-� TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: 04-0 ORIGINATING STAFF PERSON: EXT: 3. DATE REQ.BY:` TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): IdINTERLOCAL ❑ OTHER PROJECT NAME: 149- 19 NAME OF CONTRACTOR: ADDRESS: C3 G► 98163 TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: _Ian 1, 9-02-0 COMPLETION DATE: TOTAL COMPENSATION$ (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 14 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: oc Pl COUNCIL APPROVAL DATE: �J 2. CONTRACT SIGNATURE ROUTING 1 ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDERINOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SIGNED ❑ LAW DEPARTMENT jif SIGNATORY(MAYOR OR DIRECTOR) CITY CLERK Lot ASSIGNEDAG# AG# L SIGNED COPY RETURNED DATE SENT: 0) -1-i 1 OMMENTS: cc_ InnIR APPENDIX 149-19 TO INTERLOCAL AGREEMENT CREATING THE WASHINGTON CITIES INSURANCE AUTHORITY WHEREAS, in 1980 the Cities of Mercer Island, Mountlake Terrace, Olympia, Kirkland, Marysville, Lacey, Kent, Everett and Des Moines did enter into and sign an Interlocal Agreement, as authorized by CH 48.62 RCW, for the creation of and operation of a liability self-insurance pool for the mutual protection and benefit of said entities known as the Puget Sound Cities Interlocal Insurance Authority; and, WHEREAS, on March 13, 1986, the Board of Directors of the Authority did pass a motion to change the naive to Washington Cities Insurance Authority. Said change is also ratified by new members; and, WHEREAS, the above referenced Interlocal Agreement provides in Article 19 for the addition of new members to said Authority after one year of operation as detennined by vote of the Board of Directors of said Authority; and, WHEREAS, Article IV, Section 8 of the By-Laws of the Washington Cities Insurance Authority provides the procedure for the admission of new members to said Authority; and, WHEREAS, on July 12, 2019, the Executive Committee of the Washington Cities Insurance Authority did pass a motion authorizing and inviting City of Federal Way to become a new member of said Authority; and, WHEREAS, City of Federal Way by decision of its respective legislative and executive authorities, has decided to become a new member to the Washington Cities Insurance Authority commencing on January 1, 2020; NOW THEREFORE, for and in consideration of all of the mutual benefits, covenants, and agreements contained herein, City of Federal Way by signature of its respective authorized representative to this APPENDIX 149-19 to the original Interlocal Agreement, do hereby agree to be bound to all the terns, conditions, and covenants of the original Interlocal Agreement creating the Washington Cities Insurance Authority and all APPENDIX 149-19 Page 1 of 2 previous appendixes, which are incorporated by reference herein and to become members of said Authority commencing at 12:01 a.m. on January 1, 2020. The new member whose representative signs this APPENDIX 149-19 agree that they shall be bound to the original Interlocal Agreement and all previous appendixes, and to which the APPENDIX 149-19 is attached; and further agree that they shall be bound by all provisions and terins of the By-Laws for the Washington Cities Insurance Authority as they now exist or may be amended in the future. The new member whose representative signs this agreement shall have the benefits of the Joint Protection Programs and obligations thereto as provided by the Washington Cities Insurance Authority commencing at 12:01 a.m.,January 1, 2020. IN WITNESS WHEREOF, the party hereto has executed this APPENDIX 149-19 to the Interlocal Agreement creating the Washington Cities Insurance Authority by authorized official thereof, on the date indicated below. DATE: � BY: TITLE: G� ATTEST: DATE: - --0q jpb j q APPENDIX 149-19 Page 2 of 2 i i J fin, Li E' LOCAL � t � CC�� ayp� `�— IypU n �GtRi l CREATING THE WASHINGTON CITIES INSURANCE AUTHORITY { a, �i I 1 ARTICLE 24 - 'Provisions for By-Laws and Manual 13 ARTICLE 25 - Notices 13 ARTICLE 26 - Amendment 14 ARTICLE 27 - Prohibition Against Assignment 14 ARTICLE 28 -- Agreement Complete 14 WCIA Interlocal Agreement October 1, 1991 page 1 INTERLOCAL AGREEMENT: CREATING THE WASHINGTON CITIES INSURANCE AUTHORITY THIS AGREEMENT is made and artered into in the State of Washington by and among the municipal corporations organlzed and existing under the Constitution or laws of the Stag of --_- V%yash!ngton,-herelnafter collectively r.efRrred to as ':Member Cities" or "Citi as", and individually- as "Member City" or "City" which are parties slanatory to this Agreement and i sted in Appendix A, which is attached hereto and made a part hereof. Said Cities are sometimes raferred to herein as "parties". RECITALS WHEPEAS, Ch. 48.62 RCW provides that two or more local governmental entities 1-nay, by interlocal agreement, jointly purchase ir,>surance, jointly self irsure, and/or jointly hire risk management services for any authorized purpose by any one or more of certain sped led methods, arid; WHEREAS, each of the parties to this Agreement desires to join together with the ether parties for the purpose of pooling their self-insured losses and jointly purchasing excess insurance and administrative services in connection with a .point Protection Program for Bald parties, and; WHEREAS, it appears economically feasible and practical for the parties to this Agreement to do so; NOW, THEREEFORE, for and in consideration of all of the mutual benefits, covenants and agreements contained herein, the parties hereto agree as fo'lows: ARTICLE I Definitions The following definitions shall apply to the provisions of the Agreement: (a) "Authority" shall mean the Washington Cities Insurance Authority created by this Agreement. (b) "Board of Directors" or "Board" shall mean the governing body of the Authority. (c) "Claims" shall mean demands made against the Authority arising out of occurrences which are within the Authority's Join! Protection Program as developed by the Board of Directors. (d) "Excess Insurance" shall mean that insurance purcliased on behalf of the Authority to protect the funds of the Authority against catastrophes or a i unusual frequency of losses during a single year. WCIA Interlocal Agreement October 1, 1991 Page 2 (e) "Executive Committee" shall mean the Executive Committee of the Board of Directors of the Authority. (fl "Fiscal Year" shall mean that period of twelve months which is established as the fiscal year of the Authority. (g) "Coverage" shall mean and include self-insurance through a funded program and/or any commercial insurance contract. (h) "Executive Director' shall mean that employee of the Authority who is app&nted by the Board of. Directors, and.responsible for the .management-and administration of the Joint Protection Program of the Authority. ARTICLE 2 Purpose This Agreement is entered into by Cities in order to provide more comprehensive and economical liability coverage, to provide for the economicai and self insurance pooling cf risk exposures for all farms of insurance available or required by law for municipal corporations and for which State law authorizes the formation of poo"ing organizations to provide such i-isuranca, to reduce the amount and frequency of Cities losses, and to decrease the cost incurred by Cities in the handling and litigation of claims. This purpose shall be accomplished through the exercise of the powers of Cities jointly in the creation of a separate entity,, the Washington Cities insurance Authority, to administer a Joint Protection Program wherein cities will jointly pool and self insure their losses and claims, and may jointly pirchase excess insurance and administrative and other services including claims adjusting, data processing, risk management consulting, loss prevention, legal and related services. It is also the purpose of this Agreement to provide, to the extent permitted by law, for the inclusion at a subsequent date of such additional municipal corporations organized and existing under the Constitution or laws of the State of Washington as may desire to become parties to this Agreement and members of the Authority, subject to approval by the Board of Directors. It is also the purpose of this Agreement to provide, to the extent permitted by law, that the Authority may, in the discretion of its Directors, contract with non-member Cities or other municipal corporations in the State of Wash:,,ngton to provide, at a reasonable charge, such non-member Cities cr municipal corporations administrative and other services including claims adjusting, data processing, risk management consulting, loss prevention and training. ARTICLE 3 Parties to Agreement Each party to this Agreement certifies that it intends to and does contract with all other parties who are signatories of this Agreement and, in addition, with such other parties as may later be added to and signatories of this Agreement pursuant to Article 19. Each party to this Agreement also certifies that the deletion of any part' from this Agreement, pursuant to Articles 20 and 21, shall not affect this Agreement nor such parry's intent to contract as described above with the other parties to the Agreement then remaining. WCIA Interlocal Agreement October 1, 1991 Page 3 ARTICLE 4 Term of Agreement This Agreement shall become effective on Janua-y 1, 1931, and shall continue for not less than three years until and unless terminated as herein after provided. ARTICLE 5 - -- Creation of Authority - - - Pursuant to Ch. 48.62 RCW, the debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of any party to this Agreement. ARTICLE 6 Powers of Authority (a) The authority shall have the powers common to Cities and is hereby authorized to do all acts necessary for the exercise of said common powers, including, but not limited to, any or all of the following: (1) To make and enter into contracts; (2) To incur debts, liabilities or obligations; (3) To acquire, hold or dispose of prcperty, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and governmental entities; (4) To sue and be sued in its own name; and (5) To exercise all powers necessary and proper to carry out the terms and provisions of this Agreement, Dr otherwise authorized by law. (b) Said powers shall be exercised pursuant to the terms hereof and in the manner provided by law. ARTICLE 7 Board of Directors (a) The Authority shall be governed by the Board of Directors which is hereby established and which shall be composed of or-,e reDresentative from each Member City who is an employee or official nL that City, as appointed by the City Council, Commission, or appointing official of that City. Each City Council, Commission, or appointing official in addition to appointing a member of the Board, shall appoint at least one alternate who also shall be an officer or employee of that City. The altcrna:e appointed by a City shall have the authority to attend, participate in and vote at aria nee—ing of the Board when the regular member for whom he or she is an alternate is absent from said meeting. WCIA Interlocal Agreement October 1, 1991 Page 4 (b) Each member or alternate of the board shall be appoirtE:c- for a one year ter=n; and until a successor is appointed. Each member or alternate shall sen•e a: the pleasure of the City by wh;ch he or she has been appointed as long as he or she is an aff cer or e-n- oyee of the City. (c) Each member of the Board shall have one vote. ARTICLE 8 Powers of the Board of directors -The Board of Directors of the Authority shall have the following powers and functions: (a) The Board may elect from its members, PLJ,suant to Article 10 of this Agreement, an Executive Committee to which it may give authority to make anc irnplemen° any decisions, including those involving the a^ministration of the Ajtl-iority, except those decisions that would require an amendment of this Agreement, under Article 26 herein. (b) The Board may review all acts of the Executive Committee, and shall have the power to modify and/or override any decision or action of the Executive Committee upon a rnaio,,ty vote c`the entire Board of Directors. (c) The Board shall review, modify if necessary, and approve the annual operating budget of the Authority. (d) The Board shall receive and review periodic accounting of all funds under Article 14 and 15 of this Agreement. (e) The Board shall have the power to conduct on behalf of the Authority, all business of the Authority which the Authority may conduct under the provisions hereof and pursuant to law. (f) The Board shall determine and select a Joint Protection Program for the Authority. (g) The Board shall determine and select all necessary instruments of coverage to carry out the Joint Protection Program of the Authority. (h) The Board shall have the authority to contract for or develop various services for the Authority, including, but not limited to claims adjusting, loss control and risk management consulting services. (i) The Board shall appoint an Executive Director of the Authority and shall receive and act upon reports of the Executive Director. (j) The ExeCLrtive Director shall have the power to hire such persons as the Board authorizes for the administration of the Authority, inciuding the "borrowing" of management- level employees from one or more of the Mem bar Cities to assist in the development phase of the Joint Protection Program of the Author! y, subjec-. to the approval of the Member City, Any Member City whose employee is so "borrowed" according to this provision shall be reimbursed by the Authority for that employee's time spent or services rendered on behalf of the Authority. WCIA Interlocal Agreement October 1, 1991 Page 5 (k) The Executive Di�ector shall have the general supervisory control over the day-to- day decisions and administrative activities of the Authority. (1) The Board shall have such other powers and functions as are prcv;ded for in tris Agreement, including, but not limited to, the power to authorize the contracts with non-memUer Cities or municipal corporations andthe "Authority to provide services to such non-members as set forth in Article 2, upon such t.errns and conditions as the Director shall decide appropriate. ARTICLE 9 Meetings of the Board of Directors (a) Meetings. The Board shall provide for its regular, adjourned regular and special meetings; provided, however, that it shall hold at least one regular meeting annually. (b) Minutes. The Board of the Authority shall cause minutes of regular, adjourned regular and special meetings to be kept and. shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarred to each member of the board and to each City. (c) Quorum. A majority of the members of the Board shal' constitute a quorum for the transaction of business, except that less than a quorum may adourn from time to time. A vote of the majority of those members present at a meeting shall iae sufficient to constitute action by the Board. ARTICLE 10 Executive Committee The Board of Directors may appoint at any time of the year during a Board meeting an Executive Committee of the Board of Directors which shall consist of an odd number of not less than five nor more than nine members, as determined by the Board of Directors. Two of the members of the Executive Committee shall be the President of the Board of Directors, and the Vice President of the Board of Diroctors; the remainder of the members. after their original election, shall be elected by the Beard of Directors at the same time the officers of tie Board are elected in January of each calendar year. The President of the AL:`.horny, or the Vice President in his or her absence, shall serve as the Chairperson of the Executive Comrnittse. The Board of Directors may delegate any of the powers of the Board as outlined in Article 8 to the Executive Commitee and may establish and delegate any other powers and CL'ties the Board deems appropriate. WCIA Interlocal Agreement October 1, 1991 Page 6 ARTICLE 11 Officers of the Authority (a) President and ';rice President. The Board shall elect a. President and Vice President of the Authority at its first mee*l.ng, each to hold office for one year term and unti! successor is elected. Thereafter in Januar-y of each succeeding calendar year, the Board shall elect or re-elect the President and Vice President for the ensuing yesr. In the event tl-Ie President or Vice President so elected ceases to be a member of the Board, the resulting vacancy in the office of Preside:it car Vice President shall be filled at the next regular or special meeting of-t"he Boar-d__held drLer such vacancy_.occurs- . In. the absence or jnability of the - - President tc act, the Vice President shall ac: as President. The President, or in his or her absence, the Vice President, shall preside at and conduct all meetings of the Board and shall be a member and the Chairperson of the Executive Committee. (b) Executive Director. The Executive Director shall have the general administrative responsibility for the activities of the Joint Protection Program and shall appoint all necessary employees thereof. (c) Treasurer. The Treasurer shall be appointed by the Board and shall be a person other than the Executive Director. The duties of tie Treasurer ares set forth in Article 14 and 15 of this Agreement. (d) Attorney. The Board of Directors shall select an attorney for- 1L.-1-- Authority. T,ne attorney may be, but is not required to be, a City Attorney, from a Member City. In the event 'iH, aitorney is precluded from canting because of a confl;c'. of interest or legal imped',ment, o, for cihc-r good reason, the Board may employ independent counsel as the attorney for the Authority. The attorney shall serve at the pleasure of the Board of Directors. ARTICLE 12 Coverage (a) The coverage provided for Member Cities by the Authority shall be defined by the Board and may allow or require protection for comprehensive liability, personal injury, errors and omissions, contractual liability, and such other areas of coverage as the State small require or the Board shall determine. (b) The Authority shall maintain a coverage limit for Member Cities determined by the Board of Directors to be adequate. The Board may arrange purchase of a group insurance policy for Member Cities interested in obtaining additional coverage above this li-nit, at an additional cost to those participating Cities. (c) The Board may arrange for the purchase of any other insurance deemed necessary to protect the funds of the Authority against catastrophes. WCIA Interlocal Agreement October 1, 1991 Page 7 ARTICLE 13 Development of the Joint Protection Program (a) As soon as practicable after the effective date of this Agreement, but prior to the effective date of the Joint Protection Program, the board o` Directors shall adopt the Authority's Joint Protection Program, incliding the coverage provided for in Article 12, the amount of initial assessment, the precise cos: allocation plan and for nula, rho pro norma f.nancial statement of the Authority, and the amount and type of excess insurance which may be procured. The Joint. Protection.Program -p.roviced_ by the Authority. shall .extend .to all- city. - - department operations except transit, aviation and hospitals, unless otherwise excluded by the Board of Directors. (c) The initial assessment for each City shall be deterr-i;,ed :�y the Board, in its discretion, based upon a fair formula which may consider, bort not be limited to, total City worker hours, total City payroll, administrative experience of the City, the previous loss experience of the City, the liability risks of the City and the costs to the Authority of adding the City as a member. (d) The cost allocation plan and formula adopted by the Board shall provide for an adjustment in the Member Cities' assessments at the end of the first year of operation, and annually thereafter, in order to produce an assessment for -he following year for each City shall consider, but not be limited to, the following: (1) That amount of losses borne individually by the City, as determined by the Board; and (2) The City's share of pooled losses and other expenses, as determined by the Board; and (3) The City's contribution to a catastrophe fund and reserves for incurred-but-not- reported losses, and amount of such fund and reser,,es to be determined by the Board. (e) The Board may at any time snake additional assessment adjustments to correct any fund deficit as the Board deems necessary to maintain the financial integrity of the Authority.. (f) The Board shall adapt criteria for determinina each City's annual share of pooled losses, expenses and contribution to a catastrophe fund vv,Nch may include the City's payroll as compared to the total payroll of all Member Cities, the Ci y's iridlvidual loss experience, and such other criteria as the Board may determine to be relevant. (g) The annual readjustment of the amount of assessment shall be made and notices for readjusted assessment amounts and the next year's assessments shall be distributed at least ninety (90) days prior to the close of each fiscal year. This assessment amount, together with any readjusted amount due under paragraph (c) above, shall ice due and payable on or before fifteen (15) days after the beginning of the fiscal year. (h) Inasmuch as some Member Cities may experience an unusual frequency of losses during a single fiscal year, which could increase their final assessment substantially for that year and cause budgetary problems, the Board may provide for payment of a portion of WCIA Interlocal Agreement October 1, 1991 Page 8 such assessment to be made over a period of time, not to exceed three years, plus reasonable interest. ARTICLE 14 Accounts and Records (a) Annual Budget. The Authority shall annually adopt an operating budget, pursuant to Article 8(c) of this Agreement. (b)- Funds .andA.ccount& T he.Authcrity, shalLestablish and maintain, such funds and.. accounts as may be required by state law and proper accou ti.-ip practices. Books and re::ords of the Authority shall be in the hands of the Treasurer and shall be open to any inspection at ail reasonable times by representatives of Member Cities. (c) Executive Director's Report. The Executive Director, %Y'thin one hundred and twenty (123} days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Board and to each Member City. (d) Annual Audit. The Board may provide for a certified, an^ual audit of the acceurrs and records of the Authority such audit shall conform to generally accepted aud`ting stanca-ds. When such an audit of the accounts and records is made by a Certifies Public Accountant, a report thereof shall be filed as a public record wits sacs of the Member Cities. Such repot shall be filed within six (6) months of the and of the year under examination. (e) Costs. Any costs of the audit, including cor`tracts with, or employment of, Certified Public Accountants, in making an audit pursuant to this Article, shall be borne: by the Authority and shall be considered inciuded within the tern "administrative costs". ARTICLE 15 Responsibility for Monies (a) The Treasurer of the Authority shall have tie custody of and disburse the Authority's funds subject to Board approval. He or she shall have the authority to deiecate the signatory function to such persons as are authorized by the Board. (b) A bond in the amount set by the Board, as outlined by State RCW shall be required of all officers and personnel authorized to disburse funds of the Authority, such .bond to be paid for by the Authority. (c) The Treasurer's duties shall include: (1) Receive and receipt for all money of the Authority and place it in the treasury to the credit of the Authority; (2) Be responsible upon his or her official bond for the safekeeping and disbursement o all of the Authority's money so held by him or her; (3) Pay, when due, out of money of the Authority so held by him or her, all sums payable on outstanding debts of the Authority; WCIA Interlocal Agreement October 1, 1991 Page 9 (4) Pay any other sums due from the Authority money only upon request for payment signed by the President of the Board or the Executive Director. The Board may designate an alternate signature for each; and (5) Verify the report in writing on the first day of July, October, January and April of each year to the Authority and to Member Cities the a count of money held for the Authority, the amount of receipts since the last report, anthe amount paid cut since the last report. ARTICLE 16 Responsibilities of the Authority The Authority shall perform the following functions in discharging its responsibilities under this Agreement: (a) Provide coverage by wrha?ever means and methods the Board deems appropriate, including but not limited to a self-insurance fund and commercial insurance, as well as excess coverage and umbrella insurance, by negotiation or bid, and purchase, as necessary. (b) Assist Cities in obtaining insurance coverages for risks not included within the basic coverage of the Authority. (c) Assist each City's assigned risk manager with the implementation of that function within the City. (d) Provide loss prevention and safety and consulting services to Cities as required. (e) Provide claims adjusting and subrogation services for claims covered by the Authority's Joint Protection Program. (f) Provide loss analysis by the use of statistical analysis, data processing, and record and file-keeping services, in order to identify high exposure operations and to evaluate proper levels of self-retention and deductibles. (g) Provide for Cities, as needed, a review of their contracts to determine sufficiency of indemnity and insurance provisions. (h) Conduct risk management audits to review the participation of each City in the program. The audit shall be performed by the Executive Director, or, at the discretion of the Board, an independent auditor may be retained by contract to conduct the audits. (i) The Authority shall have such other responsibilities as deemed necessary by the Board of Directors in order to carry out the purposes of this Agreement. ARTICLE 17 Responsibilities of Member Cities Member Cities shall have the following responsibilities: WCIA Interlocal Agreement October 1, 1991 Page 10 (a) The City Council, Commission, or appointing official of each City shall appoint a representative and at least one alternate representaiive to the guard of DirecTors, pursuant to Article 7 of this Agreement. (b) Each City shall appoint an employee of the City to be responsible for the risk manager-r.ent function within that City, and to serve as a liaison between the City and the Authority as to risk manage ,en-. (c) Each City shall mantain an active safety officer an d/cr committee, and shall consider all recommendations of tie Authorlty noncerning the develo,P.ment and implementation of a loss control policy to prevent unsa`e practices. (d) Each City shall maintain its own set of records, as a loss log, in all categorises of loss to insure accuracy of the Authority's loss reporting system. (e) Each City shall pay its assessment and any readjusted assess--rent promptly to the Authority when due. After withdrawal or ter:miralt on, each CiTMv shall pay prornpily to the Authority its share of any additional assessment and accrued interest ata rate determined by the Board when and if, req.aired of it by the Bcard under Article 22 or 23 of this Agreement. (f) Each City shall provide the Authority with such other information or assistance as may be necessary for the Authority to carry out the Joint Protection Program under this Agreement. (g) Eac`i City s.-al[ in any and all ways cooperate wi"Ln a:d assist the Authority, and any insurer of the Authority, in all matters,reiatir.g tc this 1-greem.oni and covered losses, and will comply With all by-laws, rules and reg :laticns adopted by the Board of Directors. ARTICLE 18 Interim Period and Effective Date of Program (a) Interim Period. Once this Agreement has been initially signed, the estimated deposit charge for each City shall be deveioped and presented to each City by written notice. Each City shall have thirty (30) days from the receipt of such notice to withdraw from the Agreement. After the end of this thirty (30) day period, and prior to December 1, 1980, each City's actual deposit charge seal! be determined. Each City which signed the Agreement shall be bound thereby unless the actual deposit charge for the first year exceeds the estimated deposit charge in the written nctice. If the actual deposit charge exceeds the estimated deposit charge, a Member City may nevertheless. elect to proceed with its participation in the Joint Protection Program by informing the Author,ty, in writing, of its decision to that efiect. (b) Effective Date. After each City's actual deposit charge for the first year has been determined, written notice to that effect shall immediately be given to all Cities. The Joint Protection Program shall become effective thirty (30) days from the date of such notice.. (c) Joint Protection Program. Atter this Agreement becomes effective, the Authority shall develop the details of the Joint Protection Program more fully described in Article 12 and 13 of this Agreement. WCIA Interlocal Agreement October 1, 1991 Page 11 ARTICLE 19 New Members After the effective date of the Joint Protection Program is established by the Authority, according to the provisions of Article 18, aaditionai Cities shall not be permitted to become signatories to this Agreement, or to enter the Joint Protection Program, during the first year of operabon. Following the first year of operation, the Authority shall allow entry in the program of new members approved by the Board at sucn time during the year as the Board deems appropriate. Cities entering under this Article will be required to pay their share of organizational_ expenses--as-determined by_the .Board, including these_necessary to analyze . their loss data and determine their assessment. ARTICLE 20 Withdrawal and Cancellation (a) City Withdrawal From Authority Membership (1) A Member City may withdraw as a party to this Agreement pursuant to requirements of Article 18. (2) A Member City which signs the Agreement and enters the Joint Protection Program pursuant to Article 18 may not withdraw as a party to tris Agreement and as a member of the Authority for a three-year period commencing on the effective date of the Joint Protection Program, as determined by Article 18. (3) After the initial three-year non-cancelable commitment to the program, a Member City may withdraw from membership only at the end of any fiscal year of the Authority, provided it has given the Authority twelve months prior written notice of its intent to withdraw from this Agreement. Such notice shall be hand carried or mailed to the offices of the Authority by certified mail. (4) Withdrawal of membership will result in automatic cancellation of such Member City's participation in the Joint Protection Program, any excess insurance and any other programs offered by the Authority effective the date ref withdrawal. Further, the Authority reserves the right to non-renew said withdrawing Member City's coverage in any Authority program during such City's notice period. (b) Authority Termination of City Membership (1) The Authority shall have the right to terminate any City's membership in the Authority at any time. Such Termination of Membership shall be upon a majority vote of the Board of Directors present at a full Board meeting where such motion for termination of membership is presented, A City's termination of membership shall become effective no later than sixty (60) days after the date such motion is passed, but in no event shall membership extend beyond the last day of coverage in the current Authority program in which said City is a participant. WCIA Interlocal Agreement October 1, 1991 Page 12 (2) For purposes of this section, Membership in the Authority consists of a Member City's right to have a representative on the Board of Directors and to vote on Board matters, and the right to participate or receive coverage in any Joint Protection Program, self-insured retention or excess insurance program, and to utilize any Authority services or programs. (3) The Authority sha1 notify a City in writing of its intent to vote on a motion for Termination of Membership of the City at east 30 days before the meeting at which the motion is to be voted upon. The notification shall include reasons for the proposed Termination of Membership. The affected City has the right to be represented at tea meeting -whare the motion for Termination of Membership is o be voted upon and.will -be _ provided an opportunity to address the Board members present if they so choose. ARTICLE 21 Cancellation of Coverage (a) The Authority shal`: have the right to cancel any Member City's participation in any cove age program offered by or through the Authority. The terms of such cancellation of coverage will be specified in each of the coverage documents for the Authority's various programs, except that excess coverage in any program shall automatically cancel effective the date of cancellation of its self-insures coverage. f=urther coverage in all Authority programs shall cease effective the date of Member City's voluntary withdrawai of membership from the Authority. (b) The Authority may cancel arty Member City's participation in any coverage program offered by or through the Authority without termination of the Member City's membership in the Authority, However, any City whose Membership in the Authority has been terminated pursuant to Article 20(B) shall automatically be canceled from participation in all coverage programs offered by or through the Authority as of the effective date of termination of membership. ARTICLE 22 Effect of Withdrawal (a) The withdrawal of any City from this Agreement shall not terminate the same and no City by withdrawing shall be entitled to payment or return of any assessment, consideration of property paid, or donated by the City to the Authority, or to any distribution of assets. (b) The withdrawal of any City after the effective date of the Joint Protection Program shall not terminate its responsibility to contribute its share of funds to any fund or program created by the Authority until all claims, or other unpaid liabilities, covering the period the City was signatory hereto have been finally resolved and a determination of the final amount of payments due by the City or credits to the City for the period of its membership has been made by the Board of Directors. in connection with this determination, the Board may exercise similar powers to those provided for in Article 23(c) of this Agreement. WCIA Interlocal Agreement October 1, 1991 Page 13 ARTICLE 23 Termination and Distribution (a) This Agreement may be terminated any time during the first three noncancelable years by the written consent of all Member Cities, and thereafter by the written consent of three- fourths of the Member Cities; provided, however, that this Agreement and the Authority shall continue to exist for the purpose of disposing of all claims, distribution of assets and all other functions necessary to wind up the affairs of the Authority. (b)_ Upon termination -of this_Agreemant, all assets of the Authority shall be distributed only among the parties that have been Members of the Joint Protection Program, including any of those parties which previously withdrew pursuant to Article 20 or 21 ofthisAgreement, in accordance with and proportionate to their cash (including assessment) payments and property (at market value when received) contributions made during the term of this Agreement. The Board shall determine such distribution within six months after the last pending claim or loss covered by this Agreement has been finally disposed of. (c) The Board is vested with all powers of the Authority for the purpose of winding up and dissolving the business affairs of the Authority. These powers shall include the power to require Member Cities, including those which were Member Cities at the time the claim arose or at the time the loss was incurred, to pay their share of any additional amount of assessment deemed necessary by the Board for final disposition of all claims and losses covered by this Agreement. A City's share of such additional assessment shall be determined on the same basis as that provided for annual assessments in Article 13(d) and (e) of this Agreement, and shall be treated as if it were the next year's annual assessment for that City, subject to the limits described in Article 13(h) of this Agreement. ARTICLE 24 Provisions for By-Laws and Manual As soon as practicable after the first meeting of the Board of Directors, and within the first twelve months of the Authority's existence, the Board shall cause to be developed Authority By-Laws and a policy and procedure manual to govern the day-to-day operations of the Authority. Each Member City shall receive a copy of any By-Laws, policy statement or manual developed under this Article. ARTICLE 25 Notices Notices to Member Cities hereunder shall be sufficient if mailed to the office of the City Clerk of the respective Member City. WCIA Interlocal Agreement October 1, 1991 Page 14 ARTICLE 26 Amendment This Agreement may be amended at ary time by the written approval of two-thirds of all City Councils or Commissions of Cities signato.,-y to it, or by an amendment adopted in the manner provided for in the By-Laws. ARTICLE 27 Prohibition Against Assignment No City may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee or third parry beneficiary of any City shall have any right, claim or title to any part, share, interest, fund, assessment or asset of the Authority. ARTICLE 28 Agreement Complete The foregoing constitutes the full and cor-,I_f e-e Agreement to the parties. There are no oral understandings or agreements not set forth -1 iting herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by Authorized officials thereof on the date indicated in the appropriate Appendix.