081-16 - AWC-RMSA - ContractINTERLOCAL AGREEMENT OF
THE ASSOCIATION OF WASHINGTON CITIES
RISK MANAGEMENT SERVICE AGENCY
(AWC-RMSA)
Effective January 1, 2017
ARTICLE 24
Prohibition Against Assignment..............................................................14
ARTICLE 25
Severability............................................................................................14
ARTICLE 26
Agreement Complete.............................................................................14
ARTICLE27
Conflicts.................................................................................................14
ARTICLE28
Supersession.........................................................................................14
ARTICLE 29
Signature of Counterparts.............................................................14
ARTICLE 30
Section Headings.......................................................................14
ARTICLE 31
Governing Law...........................................................................15
ARTICLE 32
Time................................................................... ...........15
ARTICLE 33
Authorization of Signature.............................................................15
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1.4 "Assessment" shall mean the monies paid by the Members to the Agency.
1.5 "Association" shall mean the Association of Washington Cities.
1.6 "Board of Directors" or "Board" shall mean the governing body of the Risk Management
Service Agency (RMSA) as duly elected by the members of the Agency.
1.7 "Bylaws" shall mean the document(s) that provides for the governance and operation of the
Agency. "Bylaws" mean the Bylaws adopted by the Board of Directors of the Agency and all duly
adopted amendments and revisions thereto, however amended.
. 1.8 "Claim(s)" means a demand for payment for damages against the Agency arising out of
occurrences within the Coverage Agreement; or policy benefit because of the occurrence of an
event that includes, but is not limited to, the destruction or damage of property or reputation,
bodily injury or death and alleged civil rights violations.
1.9 "Coverage Agreement" shall mean the coverage document(s) established by the Board of
Directors and intended to address the general claim operations of the Agency.
1.10 "Excess insurance" shall mean that insurance purchased or other financing arrangements
made on behalf of the Agency to protect the funds of the Agency against catastrophes or against
an unusual frequency of losses during a single year.
1.11 "Fiscal Year" shall mean that period of 12 months, from January 1 to December 31, which is
established as the fiscal year of the Agency.
1.12 "Insurance" shall mean and include self-insurance through a funded program and/or commercial
insurance contract.
1.13 "Interlocal Agreement" means an Agreement established under the Interlocal Cooperation Act
defined in Chapter 39.34 RCW which permits local governmental units to make the most efficient
use of their powers by enabling them to cooperate with other localities on a basis of mutual
advantage and therefore, to provide services and facilities in a manner and pursuant to forms of
governmental organization that will accord best with geographic, economic, population, and other
factors influencing the needs and development of local communities.
1.14 "Joint Self -Insurance Program" means two or more Local Government Entities which have
entered into a cooperative risk sharing Agreement subject to regulation under Chapter 48.62
RCW.
1.15 "Local Governmental Entity" shall mean every unit of local government, both general purpose
and special purpose, and shall include, but not be limited to, counties, cities, towns, port districts,
public utility districts, water districts, sewer districts, fire protection districts, irrigation districts,
metropolitan municipal corporations, conservation districts, and other political subdivisions,
governmental subdivisions, municipal corporations, and quasi municipal corporations.
1.16 "Member" — shall mean any eligible entity which participates in the Agency, pays the annual
Assessment and is signatory to the Agency's Interlocal Agreement.
1.17 "Member Standards" shall mean the required and advisory standards adopted by the Board of
Directors in an effort to provide consistent administrative practices for members, with the goal of
reducing property and liability losses.
1.18 "Operating Committee" shall mean the standing advisory committee to the Board.
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2.3 This Agreement may but is not required to provide, to the extent permitted by law, that the
Agency may, at the discretion of its directors, contract with non-member Local Government
Entities in the State of Washington.
Article 3
Agency Offices
3.1 Principal Executive Office
The principal executive office for the transaction of business of the Agency shall be located at
1076 Franklin St. SE, Olympia, WA 98501. The Administrative Agent in cooperation with the
Board of Directors of the Agency shall have the authority to change the location of the principal
executive office from time to time.
3.2 Other Offices
Other business offices may be at any time be established by the Administrative Agent in
cooperation with the Board of Directors of the Agency at any place or places where the Agency is
qualified to do business.
ARTICLE 4
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 14. Each party to this Agreement also certifies that
the deletion of any party from this Agreement, pursuant to Articles 16 and17, shall not affect this
Agreement nor such party's intent to contract as described above with the other parties to the Agreement
then remaining.
ARTICLE 5
Term of Agreement
This Agreement shall become effective on January 1, 2017, and shall be of unlimited duration,
but not less than one year, and will continue unless terminated as hereinafter provided in Article 19.
ARTICLE 6
Financial Obligations of Agency
Pursuant to Chapter 48.62 RCW, of the State of Washington, the debts, liabilities, and obligations
of the Agency shall not constitute debts, liabilities, or obligations of any Member to this Agreement.
ARTICLE 7
Powers of the Agency
7.1 Agency shall have the powers provided for by law and is hereby authorized to do all acts
necessary for the exercise of said powers, including, but not limited to, any or all of the following:
7.1.1 Contract or otherwise provide for risk management, claims administration and loss
prevention services;
7.1.2 Contract or otherwise provide legal counsel for the defense of Claims and/or other
legal services;
7.1.3 Consult with the Washington State Risk Manager and State Auditor;
7.1.4 Jointly purchase Insurance coverage in such form and amount as the organization's
participants may by contract agree;
7.1.5 Incur debts, liabilities, or obligations;
8.4.9 The Board shall have such other powers and functions as are provided for in this
Agreement, and the Bylaws, which are necessary to implement the purposes of this
Agreement, including, but not limited to, the power to authorize contracts.
ARTICLE 9
Operating Committee
The Operating Committee shall consist of nine (9) representatives from Members. All members of
the Operating Committee shall be non -elected officials. It is the Board's intent that the Operating
Committee is advisory to the Board and/or the Administrative Agent, regarding the operations of the
Agency.
ARTICLE 10
Coverage
10.1 The type and limits of the Insurance coverage provided for Members by the Agency shall be
established by the Board of Directors.
10.2 The Board may approve purchase of additional types or limits of coverage for Members
interested in obtaining additional types or limits of coverage at additional cost to those Members.
Such additional cost may include an administrative fee for the Agency's services.
10.3 The Board may arrange for the purchase of any other Insurance or services deemed necessary
to protect the Agency or funds held by the Agency against catastrophe.
ARTICLE 11
Bond Requirements
The Board may require that the Administrative Agent authorized to disburse funds of the Agency,
provide a fidelity bond in the amount as set by the Board, and provide that such bond be paid by the
Agency.
ARTICLE 12
Responsibility of the Agency
The Agency shall perform the following functions in discharging its responsibilities under
this Agreement:
12.1 Provide Insurance coverage as deemed necessary, including but not limited to a self-insurance
fund and commercial insurance, as well as excess coverage or reinsurance, and other insurance:
Such insurance, to be arranged by negotiation or bid, and/or purchase, as necessary;
12.2 Assist each Member's designated risk manager with the implementation of the risk management
functions within the Member entity;
12.3 Provide loss prevention consulting services to Members as required;
12.4 Provide Claim adjusting and subrogation services for Claims covered by the Agency's Coverage
Agreement;
12.5 Provide loss analysis by the use of statistical studies, data processing, and record and file -
keeping services, to identify high exposure operations and to evaluate proper levels of self -
retention and deductibles;
12.6 Assist Members, as requested, with review of their contracts to determine sufficiency of indemnity
and insurance provisions;
ARTICLE 14
New Members
14.1 Additional Members shall be permitted to become Signatories to this Agreement. All potential
members to the Agency must be members of the Association of Washington Cities or become
members prior to acceptance into the Agency. The Agency shall allow entry into the program of
new members approved by the Board of Directors at such time during the year as the Board
deems appropriate.
14.2 Members entering under this Article may be required to pay their share of expenses as
determined by the Board, including those necessary to analyze their loss data and determine
their Assessment.
ARTICLE 15
Defense of Agents
15.1 For purposes of this article, "agent" means any person who is or was: a director, an Operating
Committee member, a Special Committee member, an officer, or an agent acting on behalf of the
Agency or Administrative Agent.
15.2 The Agency shall provide for the defense of any agents and paying of any valid judgments and
claims brought against any such agent arising from their actions or conduct in their official or
individual capacity or both, on account of an act or omission within the scope of their
responsibility; provided, however, this section shall not apply to those occurrences covered by an
Agency policy of liability insurance or if the claim or judgment results from the intentional
misconduct of said agent.
ARTICLE 16
Withdrawal
16.1 A Member signing this Agreement may not withdraw as a party to this Agreement and as a
Member of the Agency for a one-year period commencing on the date said Member signs the
Agreement.
16.1.1 After the initial one-year non -cancellable commitment provided pursuant to this Agreement, a
Member may withdraw only at the end of the Agency's Fiscal Year, provided the Member has
given the Agency a minimum of 12-month written notice of its intent to withdraw from this
Agency.
16.2 A Member shall be entitled to withdraw from the Agency where the Member presents to the Board
of Directors evidence demonstrating a material breach of contract by the Agency as regards its
obligations to the Member. The Member shall be allowed to withdraw from the agency within
ninety (90) days of any finding by the Board of Directors that a material breach of contract by the
Agency has occurred. The withdrawal of any Member under the conditions identified here shall
not however free it from any and all requirements made of any withdrawing Member.
16.3 No Member withdrawing from the agency shall be entitled to payment or return of any
Assessment, Reassessment, contributions or monies contributed to the Agency or to the
distribution of any assets of the Agency.
ARTICLE 17
Termination by Agency
17.1 The Agency shall have the right to terminate any Member's participation in the Agreement upon a
motion approved by a vote of 66% or more of the entire Board of Directors. Prior to taking action
on such a motion, the Board may, but is not required to, request that the Operating Committee
review and make recommendations to the Board on any allegation giving rise to the request to
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of all Claims, losses, and liabilities covered by this Agreement. Such additional Reassessment
shall be determined and thereafter adjusted, if necessary.
19.2 Upon termination of this Agreement, all assets of the Agency shall be distributed only among the
parties that are Members in good standing of the Agency on the date of termination of this
Agreement. The assets shall be distributed in accordance with and proportionate to their
Assessment, Reassessment and property contributions made during the term of this Agreement.
The Board shall determine such distribution within six (6) months after the last pending claim or
loss covered by this Agreement has been finally disposed of.
19.3 The Board is vested with all powers of the Agency for the purpose of liquidating and dissolving
the business affairs of the Agency. These powers shall include the power to require Members,
including those which were Members 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 Member's share
of such additional assessment shall be determined on the same basis as that provided for annual
assessments, and shall be treated as if it were the next year's annual assessment for that
Member.
ARTICLE 20
Bylaws, Policy, Procedures and Member Standards
The Board may adopt Agency Bylaws, policies, procedures, and Member Standards or other
documents that govern the day-to-day operations of the Agency. Each Member shall have access in
electronic or written format.
ARTICLE 21
Notices
Notices to Members hereunder shall be sufficient if mailed to the last address, or electronic mail,
provided to the Agency by the respective Member. Postal mail will be deemed received three (3) days
after mailing.
ARTICLE 22
Amendment
This Agreement may be amended at any time by the written approval of the majority of all
Members of the Agency. Amendments to the Agreement shall be adopted by ordinance or resolution of
the governing board or council of each Member, signed by an authorized representative of each
member, and a copy returned to the Agency
ARTICLE 23
Enforcement
The Agency is hereby granted the authority to enforce this Agreement. In the event action is
instituted to enforce any term of this Agreement or any term of the Bylaws against any City Member
which signed this Agreement, the substantially prevailing party in such dispute shall be entitled to its
costs and reasonable attorney's fees.
ARTICLE 24
Prohibition Against Assignment
No Member may assign any right, claim, or interest it may have under this Agreement, except to
a successor entity following reorganization. No creditor, assignee, or third -party beneficiary of any
Member shall have any right, claim, or title to any part, share, interest, fund, assessment, or asset of the
Agency. Should any participating Member reorganize in accordance with the statutes of the State of
Washington, the successor in interest, or successors in interest, may be substituted as a Member upon
approval by the Board.
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Article 31
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
Washington.
Article 32
Time
Time is of the essence in this Agreement and each and every provision hereof.
ARTICLE 33
Authorization of Signature
Each Member signing this Agreement has passed the required Ordinance or Resolution
authorizing and approving this Agreement, a copy of which Ordinance or Resolution is attached hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by authorized
officials thereof.
Association of Washington Cities (AWC)
Risk Management Service Agency (RMSA)
By A
Peter King, AWC E
Date
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'�'�-n+ `� -+ bnck"�
(Member Name)
By
i�- kjr- rN SLLu-- , Mayor
(Printed name)
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Date l' Q--j Il
ATTEST:
Brandy Rinearson, CMC, City Clerk
APP VED AS TO RM:
r n Cates, City Attorney
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