Loading...
HomeMy WebLinkAbout6314RESOLUTION NO. 6314 A RESOLUTION APPROVING THE CITY OF PUEBLO'S PARTICIPATION IN COLORADO INTERGOVERNMENTAL RISK SHARING AGENCY FOR WORKERS' COMPENSATION AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE ALL AGREEMENTS REQUIRED THEREFOR WHEREAS, the City of Pueblo has authority under Article XIV, Section 18(2)(a) of the Colorado Constitution, and Sections 8-44 - 101(1)(c) and (3), 8 -44 -110, and 29 -1 -201, et sew. Colorado Revised Statutes, as amended, to form and participate in a self - insurance pool for workers' compensation coverages; WHEREAS, the City Council of the City of Pueblo has reviewed contracts to cooperate with other Colorado cities and towns to form a self- insurance pool for workers' compensation coverages, copies of which are attached hereto as Exhibits A and B incorporated into this Resolution; and, WHEREAS, the City Council finds that participation in such a pool would be in the best interest of the City, its employees, and its taxpayers; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO; that: SECTION 1 The contract entitled Bylaws and Intergovernmental Agreement, Colorado Intergovernmental Risk Sharing Agency for Workers' Com- pensation, a copy of which is attached hereto as Exhibit A, and incorporated into this Resolution by this reference, is hereby approved. SRCTTON 9- The contract entitled Agreement for Management Services, a copy of which is attached hereto as Exhibit B, and incorporated into this Resolution by this reference, is hereby approved. SECTION 3 The President of the City Council of the City of Pueblo is r hereby authorized and directed to execute Exhibits A and B on behalf of the City of Pueblo. CVOMTnM d The City is hereby directed to transmit to Colorado Inter- governmental Risk Sharing Agency for Workers' Compensation, c/o Jack McHugh, Assistant Director, CIRSA /WC, 950 South Cherry Street, Suite 800, Denver, Colorado, 80222, executed and attested copies of this Resolution and Exhibits A and B. SECTION 5 Ralph A. Williams is hereby designated as the initial Voting Representative to the Colorado Intergovernmental Risk Sharing Agency for Workers' Compensation and Bret Kelly is hereby desig- nated as the initial Alternate Voting Representative for the City of Pueblo. INTRODUCED: December 27, 1988 B DOUGLAS L. RING Councilman ATTEST: APPROVED: C'ty clerk Vice -Pr s' e t of t e ity Council TJ 32.53 -2- M EXHIBIT A BYLAWS AND INTERGOVERNMENTAL AGREEMENT COLORADO INTERGOVERNMENTAL RISK SHARING AGENCY FOR WORKERS' COMPENSATION CIRSA /WC (06 -88) so v BYLAWS AND INTERGOVERNMENTAL AGREEMENT COLORADO INTERGOVERNMENTAL RISK SHARING AGENCY FOR WORKERS' COMPENSATION CIRSA /WC (06 -88) M BYLAWS AND INTERGOVERNMENTAL AGREEMENT COLORADO INTERGOVERNMENTAL RISK SHARING AGENCY FOR WORKERS' COMPENSATION ARTICLE I . Definitions As used in this agreement, the following terms shall have the meaning hereinafter set out: (1) BOARD Board of Directors of CIRSA /WC. (2) BYLAWS This Bylaws and Intergovernmental Agreement, Colorado Intergovernmental Risk Sharing Agency for Workers' Compensation. (3) CIRSA Colorado Intergovernmental Risk Sharing Agency. (4) CIRSA /WC The Colorado Intergovernmental Risk Sharing Agency for Workers' Compensation established pursuant to the Constitution and the statutes of Colorado by this intergovernmental agreement. (5) CLAIM YEAR. Any twelve consecutive month period established by the Board. (6) DIRECTOR A Director on the Board. (7) EXCESS INSURANCE Insurance purchased by CIRSA /WC from an insurance company approved by the Insurance Commissioner of the State of Colorado. (8) EXECUTIVE DIRECTOR Executive Director of CIRSA /WC. (9) FISCAL YEAR , January 1 to December 31. (10) LOSS FUND A fund of money established by the Board for a claim year to pay losses and loss adjustment expeses covered in that claim year. (11) MEMBER A municipality which enters into this intergovernmental agreement. ARTICLE II Creation of CIRSA /WC The Colorado Intergovernmental Risk Sharing Agency for Workers' Compensation, a separate and independent governmental and legal entity, is hereby formed by intergovernmental agreement by Members pursuant to the provisions of 29 -1 -201 et seg ., C.R.S. as amended, 8-44 - 101(1)(c) and (3), and 8 -44 -110, C.R.S., as amended, and Colorado Constitution, Article XIV, Section 18(2). CIRSA /WC 07/88 2 ARTICLE III Purposes (1) The purposes of CIRSA /WC are to provide Members a workers' compensation self - insurance pool to provide defined coverages, and claims and risk management services related thereto. (2) It is the intent of the Members of CIRSA /WC to create an entity to defend and indemnify, in accordance with these Bylaws, any Member of CIRSA /WC against stated liability or loss, to the limit of the financial resources of CIRSA /WC available'to pay such liability on loss. It is also the intent of the Members to have CIRSA /WC provide continuing stability and availability of needed coverages at reasonable costs. (3) All income and assets of CIRSA /WC shall be at all times dedicated to the exclusive benefit of its Members. ARTICLE IV Source of Money; Non - Waiver of Immunity (1) All CIRSA /WC monies are monies plus earned interest derived from its Members which are municipalities within the State of Colorado. (7) T *_ is the intent of the Members that, by entering into this intergovernmental agreement, they do not waive and are not waiving any immunity provided to the Members or their employees by any law. ARTICLE V . CIRSA /WC Powers (1) The powers of CIRSA /WC to perform and accomplish the purposes set forth above shall be the following, to be exercised within the budgetary limits of CIRSA /WC and subject to the procedures set forth in these Bylaws: (a) Retain agents, employees and independent contractors. (b) Purchase, sell, encumber and lease real property and purchase, sell, encumber and lease e i - _ personal property. � p mkt � machine z`Y. and _ - -- (c) Invest money as allowed by Colorado statutes for municipalities in 24 - 75 - 601 through 603, and 24 - 75 - 701 through 702, C.R.S., as amended, and such other statutes as may from time to time apply to investments by Colorado municipalities; or as allowed by Colorado statutes for commercial insurance companies licensed in the State of Colorado, whichever types of statutes are the more restrictive. (d) Carry out educational and other programs relating to risk management. CIRSA /WC 07/88 3 (e) Purchase aggregate or specific excess insurance, or both, or reinsurance, to supplement any loss fund, as the Board deems prudent. (f) Establish reasonable and necessary loss reduction and' prevention procedures to be followed by the Members. (g) Provide risk management and claim adjustment services, or contract for such services, including the defense and settlement of claims. (h) Carry out such other activities as are necessarily implied or required to carry out the purposes of CIRSA /WC or the specific powers enumerated in this Article. (i) Sue and be sued. (j) Enter into contracts. (k) Reimburse Directors for reasonable and approved expenses, including expenses incurred in attending Board meetings. (1) Purchase fidelity bonds from an insurance company approved by the Insurance Commissioner of Colorado to do business in Colorado. ARTICLE VI . Participation (1) The membership of CIRSA /WC shall be limited to municipalities which are members of the Colorado Municipal League and which properly enter into and adopt these Bylaws. (2) New Members shall be admitted only by a vote of the Board, subject to the payment of such sums and under such conditions as the Board shall in each case or from time -to -time establish. (3) The Members shall be notified in writing of each proposed new Member. Ten percent (10 %) of the Members may request a membership meeting to consider admission of a new Member. The request shall be in writing and must be received at the CIRSA /WC offices no later than fifteen days after mailing of the notice. If such request is timely received, a membership meeting shall be called by the Chairman and the new Member shall be admitted only by a two - thirds (2/3) vote of the Members present at the meeting. CIRSA /WC 07/88 4 Y ARTICLE VII Members' Powers and Meetings meeting thereof shall have -the power to: (1) The Members at a (a) Amend the Bylaws by a two - thirds (2/3) vote of the Members present at a meeting, but no amendment shall take effect sooner than sixteen (16) days after adoption of the amendment. Written notice of any proposed amendment shall be provided to each Member at least fifteen days in advance of a vote on the amendment. If required_ by regulations or guidelines issued by the Insurance Commissioner of'Colorado no amendment shall take effect until a copy of the proposed or adopted amendment has been filed with the Insurance Commissioner of Colorado and has been approved by him, but approval shall be considered given by the Commissioner thirty days after such filing with the Commissioner unless prior Commissioner notice has been received. (b) Admit Members as provided in Article VI, and determine expulsion appeals pursuant to Article XV. (c) Remove a Director by a two - thirds (2/3) vote of the Members present at a meeting. .(2) Meetings of the Members shall be held as follows: (a) Members shall meet at least semi - annually at a time and place to be set by the Board, with notice mailed to each Member at least fifteen (15) days in advance. (b) Special meetings may be called by the Board or by a petition of one -third (1/3) of the Members. Notice of special meetings shall be mailed to each Member at least fifteen (15) days in advance. (c) The Chairman of the Board will preside at the meetings. (d) Thirty (30) percent of the total number of Members of CIRSA /WC as of the date of any meeting shall constitute a quorum to do business during that meeting. (e) No absentee or proxy voting shall be allowed. (f) Each Member shall be entitled to one vote on each issue. CIRSA /WC 07/88 5 ARTICLE VIII Obligations of Members (1) The obligations of Members of CIRSA /WC shall be as follows: (a) Pay promptly all annual and supplementary contributions or other payments to CIRSA /WC at such times and in such amounts as shall be established by the Board pursuant to these Bylaws. Any delinquent payments shall be paid with interest which shall be equivalent to the prime interest rate on the date of delinquency of the bank which invests the majority of the CIRSA /WC funds. Payments will be considered delinquent forty -five (45) days following the due date. (b) Designate a voting representative and alternate for the Members' meetings. A Members' voting representative must be an employee or officer of the Member, but may be changed from time -to -time. (c) Allow CIRSA /WC and its agents, officers and employees reasonable access to all facilities of the Member and all Member records, including but not limited to financial records, as required for the administration of CIRSA /WC. (d) Allow CIRSA /WC to make decisions regarding, and to designate attorneys to represent the Member in, the investigation, settlement and litigation of any claim made against the Member within the scope of loss protection furnished by CIRSA /WC. (e) Cooperate fully with CIRSA /WC's attorneys, claims adjusters and any other agent, employee, or officer of CIRSA /WC in activities relating to the purposes and powers of CIRSA /WC. (f) Follow the loss reduction and prevention procedures established by CIRSA /WC. (g) Report to CIRSA /WC, in' he form required by the Board and as promptly as possible, all incidents or occurrences which could reasonably be expected to result in CIRSA /WC being required to consider a claim against the Member, its agents, officers, or employees, within the scope of coverages undertaken by CIRSA /WC. (h) Adopt a risk management statement approved by the Board. (i) Maintain an active safety committee or safety coordinator. CIRSA /WC 07/88 6 (j) Report to CIRSA /WC as soon as reasonably possible, the addition of new programs and facilities or the significant reduction or expansion of existing programs and facilities or other acts which may cause material changes in the Member's exposures. (k) Participate in coverage of losses and pay contributions as established and in the manner set forth by the Board. (1) Contract with CIRSA for management services, the contract to specify the management services to be provided and the manner of establishing and paying the cost of such services. ARTICLE IX . Contributions (1) The Board shall establish contributions to be paid by the Members. (2) The contributions may include contributions to a reserve fund. The reserve fund may be used only to pay claims, and expenses related thereto, accepted by the Board pursuant to Article XI(1)(p) for which previous contributions for a claim year are insufficient. If the reserve fund is used to pay claims, and expenses related thereto, accepted by the Board pursuant to Article XI(1)(p), the Board shall require the Members and any former Members for the particular claim year to replenish the reserve fund by the levy of one or more additional contributions. Such contributions shall be in the same proportions as the initial contributions for the particular claim year of all such Members. All Members and former Members shall pay such contributions and, by virtue of their membership during any claim year, waive the right to assert that the levy of additional contributions pursuant to this Article for such claim year is barred by any statute of limitations. (3) The Board shall annuall review and. report to the Members the contributions to the reserve fund, the earnings thereon and the expenditures therefrom. The Board shall credit Members and former Members making such contributions, in the same proportions as the contributions were made, all amounts in excess of the amounts which the Board reasonably determines to be necessary to pay claims and expenses related thereto, including sufficient funds for payments which might be made pursuant to Article XI(1)(p). Credits shall be made against future contributions of Members and shall be paid to former or withdrawing Members. No credit shall be given to any Member or paid to any former or withdrawing Member which owes any amount to CIRSA /WC or CIRSA until the amount owing is paid, and any credit or payment to be made under this Article IX may be used to pay such amount. CIRSA /WC 07/88 7 (4) Any money contributed for a claim year to the loss fund and not needed for that claim year may be credited to the reserve fund or may be credited against future contributions of Members and paid to former or withdrawing Members which were Members during that claim year, or both, as the Board may determine, except as otherwise specifically provided in these Bylaws or in policies adopted by the Members as authorized in these Bylaws. All credits and payments shall be in similar proportions as the contributions paid by the Members for the particular claim year. The Board shall reasonably determine whether money is available for reserve fund credit or contribution credit and payment, or both, and the timing and amount thereof. No credit shall be given to any Member or paid to any former or withdrawing Member which owes any amount to CIRSA /WC or CIRSA until the amount owing is paid, and any credit or payment to be made under this Article IX may be used to pay such amount. (5) Members shall have the obligation to repay CIRSA for its reasonable costs incurred in the creation of CIRSA /WC within such time and in such amounts as the Board may provide, and for the expenses reasonably associated.with CIRSA's administration of CIRSA /WC during 1988 which exceed the amount of .$79,700, within such time and in such manner as the Members and Board may agree. ARTICLE X. Board of Directors (1) The Board will be composed of those persons who, from time to time, comprise the Board of Directors of CIRSA. The term of each Director shall coincide with the Director's term on the Board of Directors of CIRSA. (2) The officers of CIRSA /WC will be those persons who, from time to time, comprise the offices of CIRSA. The term of each officer shall coincide with the officer's term as an officer of CIRSA. z (3) A vacancy shall exist on the Board at the same time the person vacates the position on the Board of Directors of CIRSA. The vacancy shall be filled by the person filling the position on the Board of Directors of CIRSA. (4) Sections (1), (2) and (3) of this Article X are repealed on January 1, 1990. (5) During 1989, the - members shall elect persons to the Board of Directors who shall assume office did January 1, 1990. At that election, the Director receiving the largest number of votes in each population category set out in section (6) of this Article X shall be elected for a two -year term, with the remaining CIRSA /WC 07/88 8 it Directors serving one -year terms. The successors of each shall be elected for two -year terms. (6) Effective January 1, 1990, the Board of Directors will be composed of seven (7) Directors, each from a different member, elected from among the Members' voting representatives as follows: (a) Two Directors, each from a different Member under ten thousand (10,000) population. (b) Two Directors, each from a different Member of ten thousand (10,000) to forty thousand (40,000) population. (c) Two Directors, each from a different Member above forty thousand (40,000) population. (d) One director at large. (e) Every year population will be determined by the population figures then most recently used by the Colorado Municipal League to calculate its membership dues. (f) No person shall be removed from office as a Director by reason of any change, during the term of office for which such person was elected or appointed, in the population categories described in (6)(a), (b) and (c) of this Article X or in the population of the Director's municipality. (g) Terms of the Directors will be two -year- staggered terms, except as provided in Section (5) of this Article X. (7) The election of Directors will be made by the members at their annual meeting in 1989 and each year thereafter. A Director shall assume office at the first Board meeting following his or her election, ecept_as provided in Section (5) of this Article X. (8) At the first Board meeting following January 1, 1990, and thereafter at the first Board Meeting following each annual meeting, the Board shall elect a chairman, vice - chairman, secretary /treasurer and other officers as appropriate. Each officer shall serve until his or her successor is elected, but there shall be no limit on the number of terms served by any person. (9) The Board may fill vacancies in the Board by majority vote of the remaining directors for the unexpired term. CIRSA /WC 07/88 9 k (10) If CIRSA dissolves prior to January 1, 1990, the persons serving on the CIRSA /WC Board of Directors at the time of dissolution shall continue to serve on the Board until January 1, 1990. This section 10 is repealed effective January 1, 1990. ARTICLE XI Powers and Duties of the Board of Directors (1) The Board shall have the power to: (a) Admit new Members as provided in Article VI and adopt criteria for new Members. (b) Establish contributions to be paid by the Members, at such time or times and in such amounts as the Board deems necessary to protect the solvency of CIRSA /WC and appropriate for the operation of CIRSA /WC. (c) Establish the types of losses to be covered, limits of liability on any excess insurance or reinsurance policies, and the types of deductions which CIRSA /WC provides. (d) Select all service providers necessary for the administration of CIRSA /WC. (e) Set the dates, places and provide an agenda for Board and Members' meetings. (f) Exercise all powers of CIRSA /WC except powers reserved to the Members. (g) Hire and discharge personnel or delegate such authority to the Executive Director of CIRSA /WC. (h) Make reports to the Members at their meetings. (i) Provi4t.. for claims and loss control procedures, establish conditions which must be met prior to the payment or defense of a claim, and deny a claim or the defense of a claim if the conditions are not met. (j) Provide for the investment (subject to the limits of Article V (1) (c)) and disbursement of funds. (k) Establish rules governing its own conduct and procedure and the powers and duties of its officers, consistent with these Bylaws. (1) Form committees and provide other services as needed by CIRSA /WC. The Board shall determine the method of appointment and terns of committee members. CIRSA /WC 07/88 10 (m) Do all acts necessary or proper for the operation of CIRSA /WC and implementation of these Bylaws subject to the limits of the Bylaws and not in conflict with these Bylaws. (n) Dissolve CIRSA /WC and disburse its assets by a two - thirds (2/3) vote of the entire membership, but a notice of intent to dissolve CIRSA /WC shall be given to the Insurance Commissioner of Colorado at least ninety (90) days prior to the effective date. No such plan to dissolve CIRSA /WC shall be effective until approved by the Insurance Commissioner. Upon dissolution of CIRSA /WC, the assets of CIRSA /WC not used or needed for the purposes of CIRSA /WC,'as determined by the Board and subject to approval by the Insurance Commissioner of Colorado, shall be distributed exclusively to municipalities which are members of CIRSA /WC prior to dissolution to be used for one or more public purposes. (o) Delegate to the Executive Director, by motion approved by the Board, any of the Board's powers and duties, except that the Board may not so delegate its powers to admit new Members, establish contributions by the Members, adopt CIRSA /WC's budget, establish conditions which must be met prior to the payment or defense of a claim, or dissolve CIRSA/WC- (p) Notwithstanding any other provision of these Bylaws or any limitation on CIRSA /WC coverages, for any claim year the Board may accept and pay those claims and expenses related thereto which would otherwise be denied for the reason that payment would exceed the sum of the Pool's loss fund and any aggregate stop loss insurance for that claim year, but no such acceptance or payment shall cause CIRSA /WC to become insolvent. Any such payment shall be consistent with such policy as the Members may adopt by a two - thirds (2/3) vote of the Members present at a meeting. r� (q) Amend any contract with CIRSA for management services which is executed by the Members and CIRSA pursuant to Article vIII (1) of these Bylaws. (2) The Board shall have the duty to: (a) Provide to Members annually, the budget for CIRSA /WC; an audit of the financial affairs of CIRSA /WC to be made by a certified public accountant at the end of each fiscal year in accordance with generally accepted auditing principles and state law; and, a report of operations. CIRSA /WC 07/88 11 r (b) Provide for payment of covered claims and expenses related thereto in the order in which the amounts become due, until money available for such payment is depleted. ARTICLE XII Meetings of the Board of Directors (1) The Board may set a time and place for regular meetings which may be held without further notice, and shall establish procedures for notice of special meetings. (2) Three (3) Directors shall constitute a quorum to do business. All acts of the Board shall require approval of a majority vote of the Directors present. (3) One or more or all. -Directors on the Board may participate in any meeting of the Board by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at the meeting. (4) Any action of the Board may be taken without a meeting if consent in writing setting forth the action so taken is signed by all Directors then serving on the Board. Such consent shall have the same effect as a unanimous vote and may be executed in counterparts. ARTICLE XIII Liability of Board of Director or Officers The Directors and officers of CIRSA /WC should use ordinary care and reasonable diligence in the exercise of their power, and in the performance of their duties hereunder; they shall not be 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. No Director shall be liable for any action taken or'`itted by any other Director. ' CIRSA /WC shall obtain a bond or other security to guarantee the faithful performance of each Director's, officer's and the Executive Director's duties hereunder. The loss fund for the appropriate claim year may be used to defend and indemnify any Director, officer, or employee for actions taken by each such person in good faith within the scope of his or her authority for CIRSA /WC.. CIRSA /WC may purchase insurance providing similar coverage for such Directors, officers and employees. CIRSA /WC 07/88 12 ARTICLE XIV Withdrawal from Membership (1) Any Member may withdraw from CIRSA /WC by giving prior notice in writing to the Board of the prospective effective date of its withdrawal. (2) If the effective date of a Member's withdrawal is a date other than a January 1, the withdrawing Member shall not be entitled to receive any refund of contributions made for administrative (e.g. non - reserve fund, non -loss fund) costs for the claim year of withdrawal. The withdrawing Member shall be entitled to receive within forty -five days after the effective date of withdrawal, a proportionate return of its contribution to the loss fund for the claim year of withdrawal. The proportion shall be that percentage which the number of days remaining (after the effective date of withdrawal) in the claim year of withdrawal bears to the total number of days in that claim year. Any return of other loss fund contributions for the claim year of withdrawal shall be subject to Article IX (4) and any return of reserve fund contributions shall be subject to Article IX (3). (3) If the effective date of a Member's withdrawal is a January 1 but the Member's written notice of withdrawal is received by CIRSA /WC more than thirty days after the date on which CIRSA /WC mailed a preliminary quote of the contribution to be assessed the Member for the year beginning on that January 1, the withdrawing Member shall be obligated to pay its share of CIRSA /WC's administrative (e.g., non -loss fund and non - reserve fund) costs for the year beginning on that January 1. (4) The Members may, by a two - thirds (2/3) vote of the Members present at a meeting, adopt or amend a policy establishing additional conditions applicable to Members which withdraw. ARTICLE XV . Expulsion of Members (1) A Member which fails to make any contribution or other payment due to CIRSA /WC shall be Z Q automatically expelled from CIRSA /WC on the sixtieth day following the due date, unless time for payment is extended by the Board and payment is made within any extended period. A notice of failure to make a contribution or other payment due to CIRSA /WC shall be mailed to the Member at least thirty (30) days prior to the first date of automatic expulsion. If time for payment is extended by the Board and payment is not made within any extended period, the automatic expulsion shall occur on a date, no later than twenty (20) days after the last day of the extended period set by the Board. An expulsion under this subsection (1) shall not be subject to the provisions of subsection (2). CIRSA /WC 07/88 13 (2) A Member may be expelled by the Board for failure to carry out any other obligation of the Member subject to the following: (a) The Member shall receive notice from the Board of the alleged failure and not less than thirty (30) days in which to• cure the alleged failure, along with notice that expulsion may result if the failure is not so cured. (b) The Member shall receive at least thirty (30) days prior notice from the Board of the date, place and time when the Board will consider expelling the Member from the Pool, and the Member shall be entitled to be present at that meeting and to present evidence and reasons why it should not be expelled. The decision of the Board shall be effective as of the date and upon the terms and conditions set forth in the Bylaws and applicable excess or reinsurance policies and as otherwise specified by the Board, except as provided in paragraph (c) of this Article XV (2). (c) The Member may appeal the Board's decision to the membership. Notice of the appeal shall be provided to each Member. The appeal shall be considered by the Members only if twenty (20) percent of the Members request the Board, in writing, to schedule a membership meeting on the appeal; otherwise the appeal shall be considered denied. If the appeal will be considered by the Members, the Chairman of the Board shall schedule a membership meeting and each Member, including the appealing Member, shall be provided at least ten (10) days prior written notice of the date, time and place of the meeting. The appealing Member shall be entitled to be Q present at that meeting and to present evidence and reasons why it should not be expelled and the Board may present evidence and reasons why expulsion is proper. The appealing Member shall not be counted in determining the number of votes required, nor shall the appealing Member be entitled to vote on the appeal. The decision of the Members shall be by majority vote of those present at the meeting and shall be final, and any expulsion shall be effective as of the date and upon the terms and conditions'set forth in the Bylaws and applicable excess or reinsurance policies, and as otherwise specified by the Members. (3) The Members may, by a two - thirds (2/3) vote of the Members present at a meeting, adopt or amend a policy establishing requirements applicable.to Members which are expelled. CIRSA /WC 07/88 14 ARTICLE XVI Miscellaneous (1) This document shall constitute an intergovernmental contract among those municipalities which become Members of CIRSA /WC. The terms of this contract may be enforced in court by CIRSA /WC itself or by any of its Members. (2) The consideration for the duties herewith imposed upon the Members to take certain actions and to refrain from certain other actions shall be based upon the mutual promises and agreements of the Members set forth herein. (3) These Bylaws may be executed in counterparts. A certified copy of the ordinance, resolution or other document of approval for each Member, accompanied by an attorney's certification of proper authority and adoption, shall be attached to the Member's Bylaws on file with CIRSA /WC. (4) Except to the extent of the limited financial contributions to CIRSA /WC agreed to herein or such additional obligations as may come about through amendments to these Bylaws, no Member agrees or contracts herein to be held responsible for any claims in tort, contract, or otherwise made against any other Member. The contracting parties intend in the creation of CIRSA /WC to establish an organization,.only within the scope herein set out, and have not herein created as. between Member and Member any relationship of surety, indemnification or responsibility for the debts of or claims against any other Member. (5) In the event that any article, provision, clause or other part of these Bylaws is held invalid or unforceable 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 Bylaws are expressly declared to be severable. (6) The provisions of these Bylaws and the assets of CIRSA /WC are for the benefit of the Members of CIRSA /WC, and no other persons or entities shall have any rights or interest in these Bylaws or in any such assets, as third party beneficiary or otherwise. The assets of CIRSA /WC shall not be subject to attachment, garnishment, or any equitable proceeding. (7) The Insurance Commissioner of Colorado shall have such authority with respect to the formation and operation of CIRSA /WC as is provided by applicable Colorado law. (8) Except as permitted in these Bylaws, and amendments hereto, neither the Board nor any other person or entity is authorized to incur liabilities or obligations or enter into contracts on behalf of the Members. CIRSA /WC 07/88 15 (9) If required by regulations or guidelines issued by the Insurance Commissioner of Colorado, "insolvency" as applied to CIRSA /WC shall have the meaning as defined in 10 -3 -212, C.R.S., as amended. (10) The statutory reporting period for CIRSA /WC shall be the calendar year. ARTICLE XVII Commencement of CIRSA /WC The Board of Directors of CIRSA shall determine, no later than December 29, 1987, whether there has been deposited with or committed to CIRSA /WC as a first year's payment an amount of money sufficient to satisfy the minimum start -up level of CIRSA /WC, which shall include three hundred thousand dollars ($300,000) initial paid -in surplus, unless the Insurance Commissioner of Colorado approves a lower amount of initial paid -in surplus. If the Board of Directors of CIRSA determines that the amount is sufficient, then these Bylaws shall become effective, CIRSA /WC shall commence, and coverage will be provided on the date or dates specified by such Board of Directors. No time deadlines contained within these Bylaws shall apply to actions first taken after formation of CIRSA /WC if compliance with the time deadline would detrimentally affect the formation and initial operation of CIRSA /WC. This paragraph shall be automatically repealed effective January 1, 1989. ATTEST: By: q)t7OLLd_ Na Title /a 01,9RK Title City /Town d") Date Date CIRSA /WC 07/88 16 POLICIES ADOPTED BY THE MEMBERS PURSUANT TO CIRSA /WC BYLAWS, ARTICLES IX, XI, XIV AND XV 1. Payment of excess losses (a) Any payment for claims and expenses related thereto made pursuant to CIRSA /WC Bylaws, Article XI (1) (p) shall be made only from a reserve fund established pursuant to CIRSA /WC Bylaws, Article IX (2) (hereafter "reserve fund ") and shall be subject to the conditions and requirements of Article IX (2). (b) The Board shall not pay any claims or expenses related thereto pursuant to Article XI (1) (p) in excess of the amount in the reserve fund. (c) Within twelve months after any payment is made pursuant to Article XI (1) (p) , the Board shall determine the total amount of payments so made and shall levy contributions against the Members specified in Article IX (2) in an amount necessary to replenish the reserve fund for those payments. For any claim year in which a reserve fund contribution was not made or was insufficient to cover claims and expenses related thereto, the amount levied by the Board shall include the amount of interest which the reserve fund did not earn as a result of the payments made therefrom, as reasonably calculated by CIRSA /WC's controller. 2. Conditions and requirements aA licable to all withdrawing and expelled Members. (a) A withdrawn or expelled Member shall remain obligated for all amounts owing prior to withdrawal or expulsion from CIRSA /WC and for all amounts which thereafter become owing pursuant to CIRSA /WC Bylaws and policies adopted by the Members which are in effect at the time of withdrawal or expulsion including, but not limited to, contributions levied pursuant to Article IX (2) of the CIRSA /WC Bylaws. (b) A withdrawn or expelled Member is considered a Member of CIRSA /WC for the purpose of payment of the Member's claims and expenses related thereto which remain covered under the terms of CIRSA /WC's excess policies. A withdrawn or expelled Member shall remain subject to all conditions of coverage and obligations of a Member under CIRSA /WC's Bylaws, excess or reinsurance policies, and policies adopted by the Members which are in effect at the time of withdrawal or expulsion. A withdrawn or expelled Member shall have no right to vote on any matter pending before the CIRSA /WC membership. (c) A withdrawn Member shall retain all rights of a withdrawn Member under CIRSA /WC's Bylaws and policies adopted by the Members which are in effect at the time of the withdrawal. An expelled Member shall retain all rights of an expelled Member under CIRSA /WC's Bylaws and policies adopted by the Members which are in effect at the time of the expulsion. No withdrawn or expelled Member may be adversely affected by any change in such Bylaws or policies adopted subsequent to the effective date of the Member's withdrawal or expulsion. EXHIBIT B AGREEMENT FOR MANAGEMENT SERVICES As amended through 11-29 -88 This agreement is made by and between the Colorado Intergovernmen- tal Risk Sharing Agency (hereafter "CIRSA"), and the members of the Colorado Intergovernmental Risk Sharing Agency for Worker's Compensation ( hereafter "CIRSA /WC"). In consideration of the mutual covenants herein contained, the parties agree as follows: 1. Term This agreement shall take effect on the date CIRSA /WC begins operation and shall continue in force until terminated. If permitted by CIRSA /WC's Bylaws and Intergovernmental Agreement, this agreement may be terminated by CIRSA or the Board of Directors of CIRSA /WC (hereafter "CIRSA /WC Board "), on any January 1 by either giving at least ninety (90) days prior written notice to the other. Upon termination, CIRSA shall promptly transfer all files and documents of CIRSA /WC to such person or entity as the CIRSA /WC Board may direct. 2. Office Space CIRSA /WC shall occupy space provided by CIRSA, the rental value of which is included in the annual sum owed to CIRSA. 3. Services CIRSA shall retain an Executive Director and other staff members to provide or arrange for provision of management services to CIRSA /WC including the following: Z.3 (a) Bookkeeping services. (b) Preparing financial statements. (c) Preparing necessary reports on claims, incidences and loss prevention not provided by other service providers. (d) Recording and depositing of payments. (e) Providing information to potential members. (f) Responding to inquiries from existing and potential members. (g) Reviewing claims with members. mgtserv.88 -1- (h) Reviewing and making recommendations on all CIRSA /WC contracts. (i) Maintaining a complaint register in a format acceptable to the Insurance Commissioner of Colorado. (j) Acting as a liaison with state authorities and responding to inquiries from state authorities. (k) Computing and providing membership contribution billings. (1) Preparing and filing required forms and reports with the Insurance Commissioner of Colorado and other state authorities, including a statutory annual statement with the Division of Insurance. (m) Maintaining appropriate files. (n) Assisting the Pool's auditor and actuary as necessary. (o) Reviewing the performance of all contract service providers. (p) Handling banking functions, deposits, reconciliations. (q) Providing necessary notices of CIRSA /WC Board and member meetings. (r) Supplying resource material for member and CIRSA /WC Board meetings. (s) Attending member and CIRSA /WC Board meetings and other meetings necessary to the administration of CIRSA /WC. (t) Keeptng detailed minutes of member and CIRSA /WC Board and committee meetings. (u) Administering committees established by the CIRSA /WC Board. (v) Implementing investment policies established by the CIRSA /WC Board and consistent with CIRSA /WC's Bylaws and Intergovernmental Agreement, and maintaining a permanent written record of investment decisions and transactions. CIRSA shall provide access to CIRSA /WC's securities when required by the Insurance Commissioner of Colorado. In addition, CIRSA shall provide to CIRSA /WC, at least monthly, a written summary of investment activity in such form and detail as the CIRSA /WC Board may require. mgtserv.88 -2- (w) Developing and implementing a risk management program for CIRSA /WC, subject to approval of the CIRSA /WC Board. (x) Maintaining the accounts, books and records of the Pool in a manner consistent with generally accepted accounting principles and consistent with sound insurance accounting principles, including a full and complete set of statutory accounting records (general ledger, cash receipts and disbursement journals, and other subsidiary records necessary to maintain all financial information). (y) Obtaining fidelity coverage for the Executive Director of and staff providing services to CIRSA /WC in an amount mutually acceptable to the parties hereto, and supplying a copy of the bond to the CIRSA /WC Board and the Insurance Commissioner of Colorado. The bond must include a thirty day notice of termination by registered mail to the Insurance Commissioner of Colorado. (z) Annually preparing a draft budget for consideration by the CIRSA /WC Board, to be completed on such date as the CIRSA /WC Board may direct. (aa) Maintaining or providing for the maintenance of necessary claim files and supporting reports. (bb) Providing the Insurance Commissioner of Colorado access to all accounts and records by CIRSA /WC and providing accommodations during any examination. (cc) Subject to the direction of the CIRSA /WC Board, doing and performing such other, further and additional things, acts and duties as are generally done and performed by persons or entities administering and implementing self - insurance pools of this nature. r1 4. Other Service Providers Nothing in this agreement is intended to make CIRSA, its officers or employees, liable for the errors, omissions, negligence, or other torts of CIRSA /WC's claims administration service or of any other contract service provider to CIRSA /WC; and no such liability shall exist. CIRSA shall not be responsible for the duties assigned to CIRSA /WC's other service providers pursuant to contract or decision of the CIRSA /WC Board. 5. Amendments This Agreement may be amended by written agreement of the CIRSA Board of Directors (hereafter "CIRSA Board ") and the CIRSA /WC Board. mgtserv.88 -3- 6. Reimbursement for Services (a) CIRSA /WC shall pay CIRSA, for all services rendered under this Agreement on and after January 1, 1989, a total annual sum which shall consist of all expenses reasonably associated with CIRSA's administration of CIRSA /WC, as determined annually and approved by the CIRSA Board and the CIRSA /WC Board. Services rendered under this Agreement in 1988 only, CIRSA /WC shall pay CIRSA a total annual sum of $79,700.00. The CIRSA Board shall determine no later than January 31, 1989, whether the expenses reasonably associated with CIRSA's administration of CIRSA /WC during 1988 exceeded the sum of $79,700.00 and the amount of any such excess. Notwithstanding any other provision of this agreement or of CIRSA /WC's Bylaws and Intergovernmental Agreement, that amount shall be an obligation of and be paid by the members of CIRSA /WC, which were members during 1988. Such payment shall be made only by deduction from any credits given members pursuant to Article IX of the CIRSA /WC Bylaws and Intergovernmental Agreement or otherwise, unless a member withdraws or is expelled prior to any such credit being given, in which event the payment from that member shall be immediately due. (b) CIRSA /WC shall pay CIRSA an amount for 1988 administra- tive services, in addition to the $79,700 established in paragraph (a) of this paragraph 6, to be collected from municipalities which are not among the thirty -eight initial members 'of CIRSA /WC but which join CIRSA /WC in 1988, that amount to be equal to 7.54% of each such municipality's contribution to CIRSA /WC's loss fund. (c) In determining by January 31, 1989 whether CIRSA's expeK�-.es reasonably associated with CIRSA's administra- tion of CIRSA /WC during 1988 exceed the sum of $79,700, as provided in paragraph (a) of this paragraph 6, the sum of $79,700 shall first be increased by an amount collected pursuant to paragraph (b). Any excess amount to be paid by the 1988 members of the CIRSA /WC shall be allocated among those members in proportion to their initial contribution to administrative expenses for 1988 and shall be collected as provided in paragraph (a). 7. Cancellation Upon cancellation or termination, at least thirty (30) days advance written notice will be provided to the Insurance Commissioner of Colorado by CIRSA /WC. 8. Counterparts This Agreement may be executed in counterparts. mgtserv.88 -4- 9. General Provisions This agreement contains all agreements, understandings, and arrangements between the parties and no others exist. All previous agreements, understandings, and arrangements between the parties are terminated by the Agreement. By these signatures, the parties agree to all the terms, condi- tions, and provision of the Agreement. CITY /TOWN OF , COLORADO By: - � Date: /��a Sz' OP rMC- Title Date COLORADO INTERGOVERNMENTAL RISK SHARING AGENCY By: Date: Chairman mgtserv.88 -5- TO: FROM: City of Pueblo Timothy A. GreOr Executive Director, CIRSA /WC MUST BE RECEIVED AT CIRSA /WC BY DECEMBER 30, 1988 (Contact CIRSA /WC if you have not received your SCIA quote by this date; an extension of time may be granted by the CIRSA /WC Board of Directors to return this form). Please sign and return the form on this page to CIRSA /WC if your municipality has decided to accept CIRSA /WC's proposed coverage and preliminary quote for 1989. ACCEPTANCE OF PRELIMINARY QUOTATION This is to notify CIRSA /WC that the City of Pueblo accepts the preliminary quotation of $ 819,763 for 1989. The City of Pueblo also chooses the special contribution plan: X YES $ 25,000 Deductibl We understand this preliminary quotation is subject to change depending upon the number and size of municipalities which choose to participate in CIRSA /WC for 1989 and the actual coverages obtained. I am authorized to accept this preliminary quotation for coverage with CIRSA /WC on behalf of the City of Pueblo Signature (Mus be the Mayor, Manager or Clerk) C ITY CLERK Title 12 -29 -88 Date ptnforml.1188 City of Pueblo P uebl o was rated No. 1 for quality of life by University of Kentucky researchers in a three -year study released in March, 1988. December 29, 1988 State Compensation Insurance Authority 950 Broadway Denver, Colorado 80203 RE: POLICY NO. 001945 5 CITY OF PUEBLO This letter is to notify you that the City of Pueblo, policy number referenced above, has decided not to renew its Workers Compensation insurance coverage with the SCIA for 1989. Pueblo City Council voted to place coverage through Colorado Intergovernmental Risk Sharing Agency Workers Compensation Pool. The City of Pueblo would like to thank the State Compensation Insurance Authority for a fine relationship over many years. Sincerely yours, 7 0 &/ /;' *15Z M rian D. Mead City Clerk cc: Kenneth F. Hunter, President of City Council Lewis A. Quigley, City Manager Thomas Jagger, City Attorney MDM:gld P.O. Box 1427 Pueblo, Colorado 81002 -1427 (719) 545 -0561