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HomeMy Public PortalAbout2002.10.10 ICRMP Joint Powers Subscriber AgreementJOINT" POWERS SUBSCRIBER AGREEMENT JOINT POWERS SUBSCRIBER AGREEMENT Idaho Counties Risk Management Program, Underwriters THIS AGREEMENT is entered into pursuant to the provisions of Idaho Code, Sections 67- 2326 through 67-2333, relating to the joint exercise of powers among political subdivisions of the State of Idaho, subscribers to counterparts of this Agreement, for the purpose of operating a separate legal entity to be known and designated as the Idaho Counties Risk Management Program, Underwriters, hereinafter referred to as "ICRMP" which is, at the time of making of this Agreement, considered by the Idaho Department of Insurance to be a reciprocal insurer organized pursuant to provisions of Idaho Code, Title 41, Chapter 29. It is AGREED among the Members of ICRMP and the Subscribing AMIVEBER, signatory to this Agreement, as follows: WHEREAS, POLITICAL SUBDIVISIONS of the State of Idaho Have the authority to purchase liability insurance for themselves and their employees pursuant to Idaho Code Section 6-923 and to contract for property and other insurance coverage as they deem necessary or proper; and WHEREAS, it is to the mutual benefit of POLITICAL SUBDIVISIONS to join together to establish the legal entity created by this Joint Powers Agreement to accomplish the purposes hereinafter set forth: and WHEREAS. the MEMBERS have determined that there is a need for POLITICAL SUBDIVISIONS to jointly create an insurance and risk management program; and WHEREAS, the laws of the State of Idaho authorize the formation of a reciprocal insurer by POLITICAL SUBDIVISIONS without abrogating any privileges or immunities dccorded to them by law; NOW, THEREFORE, BE IT AGREED, in consideration of the mutual advantages and benefits to each POLITICAL SUBDIVISION and the mutual covenants herein contained, the MEMBERS of ICRMP, with the consent and concurrence of the undersigned subscribing POLITICAL SUBDIVISION, agree as follows: ARTICLE I. DEFINITIONS. As used in this Agreement, the following terms shall have the respective meanings hereinafter set forth: (1) ICRMP (Program). The Idaho Counties Risk Management Program, Underwriters established pursuant to the statutes of this state by this joint powers agreement. (2) BOARD. The Board of Trustees of ICRMP which shall serve as the Subscribers' Advisory Committee, as such is required by Idaho Code Title 41, Chapter 29. Joint Powers Subscriber Aereernent - 1 (3) MEMBERS. The POLITICAL SUBDIVISIONS, as defined in Section 6-902(2), Idaho Code, which qualify and agree to the terms of the JOINT POWERS SUBSCRIBER AGREEMENT. (4) JOINT POWERS SUBSCRIBER AGREEMENT. This Agreement wherein political subdivisions agree to participate in the insurance and risk management offerings of ICRMP as set forth by the BOARD. ARTICLE II. EST 4BLISIINENT, MAINTENANCE AND PARTICIPATION IN ICRMP. The Idaho Counties Risk Management Program, Underwriters, a separate Joint Powers Entity, was created through a Joint Powers Agreement by the numerous counties of the state of Idaho with an initial effective date of November 29, 1985. The Joint Powers Agreement has been subsequently amended on September 21, 1989, October 6, 1993, February 10, 1994, and September 18 , 1996. This JOINT POWERS SUBSCRIBERS AGREEMENT is intended to continue the .organization and operation of ICRMP into future years upon the foundation laid by prior joint powers and subscribers' agreements. The undersigned public entity, a political subdivision of the State of Idaho, upon execution of this JOINT POWERS SUBSCRIBER AGREEMENT will become a MEMBER of the Idaho Counties Risk Management Program, Underwriters (ICRIvIP) with all rights and duties associated therewith. This Agreement supersedes all prior ICRMP joint powers and subscribers" agreements. ARTICLE III. PURPOSES AND DURATION. (1) The purposes of ICRMP are to provide an insurance and risk management program and to assist MEMBERS to prevent and reduce losses and injuries to MEMBERS' property and to persons or property which might result in claims being made against MEMBERS, their employees, officers, or agents, whether appointed or volunteers. (2) 'It is the intent of the MEMBERS of ICRMP to create an entity with unlimited duration which will administer an insurance and risk management program and use funds contributed by the MEMBERS to defend and indemnify, in accordance with this Agreement and the issued policy(ies) of insurance, any ICRMP MEMBER against stated liability or loss, to the limits of the Insurance Policy issued by ICRMP. It is also the intent of the MEMBERS to have ICRMP provide continuing stability and availability of needed coverages at reasonable costs. All income and assets of ICRMP shall be at all times dedicated to the benefit of its MEMBERS. (3) It is the intent of the MEMBERS of ICRIvfP that the Program serve as a vehicle for cooperative undertakings for all program MEMBERS, or selected groups thereof, to pool the costs of certain required or desired insurance or risk -related obligations which the MEMBERS desire to study or implement. In implementation of any such programs, the participating MEMBERS shall bear the proportionate costs of carrying out the purposes of the prop am(s). Joint Powers Subscriber Agreement - 2 (4) Participation in ICRMP shall be comprised of those POLITICAL SUBDIVISIONS which have entered into this Agreement or its counterpart by and through an individual duly authorized to execute this Agreement, and who have agreed to pay the required premiums. MEMBERS agree to the admission of future MEMBERS in accordance with provisions of the JOINT POWERS SUBSCRIBER AGREEMENT and acknowledge that they shall have no right to object to the addition of such MEMBERS provided they are admitted in accordance with the terms hereof. This Agreement shall be automatically renewed, annually or periodically, consistent with BOARD -established policy terms; unless the provisions for withdrawal, expulsion or termination are applied in compliance with the terms of this Agreement or adopted BOARD policy. ARTICLE IV. MANNER OF FINANCING. Financial operations of ICRMP shall be committed to the sound discretion of the BOARD with the primary intent being the long-term solvency of the Program. Premium and other contributions from NIEivIBERS shall be determined by the BOARD of ICR/v1P, considering, among other factors, risk exposure, loss experience, net operating expenditures, costs of administering claims and other appropriate or necessary- costs. ARTICLE V. NON -WAIVER OF GOVERNMENTAL. OR OTHER IMMUNITY. MEMBERS of ICR1vIP, by participation in this program, do not waive any immunities or limitations of liability provided to political subdivisions or their employees by any law of this state or nation. ARTICLE VI. ICRMP POWERS A_1\TD DUTt KS. The powers of ICRMP to perform and accomplish the purposes set forth above shall, within the budgetary limits and procedures set forth in this Agreement and as otherwise established by the Board, shall be the following.: (a) To employ agents, employees and independent contractors. (b) To purchase, sell, encumber and lease real property; to incur obligations on behalf of the program to the extent permitted by Article 8, §3 of the Idaho Constitution; and to purchase, sell, or lease equipment, machinery, and personal property. (c) To invest funds as allowed by Idaho statutes. (d) To carry out educational and other programs relating to risk management. (e) To create, collect funds for, and administer an insurance and risk management program. (f) To purchase excess insurance and/or reinsurance to supplement the self -insured retention. (g) To establish reasonable and necessary loss reduction and prevention recommendation procedures to be followed by the MEMBERS. (h) To provide risk management, loss control, underwriting and claims adjustment or to contract for such services, including the defense and settlement of claims, subject to Joint Powers Subscriber Agreement - 3 specific limitations and/or restrictions which shall be imposed and adopted by the BOARD. (1) To carry out such other activities as are necessarily implied or required to carry out the purposes of ICRIvIP specified in Article III of this Agreement, even though such undertakings might not be known at the time of entering into this Agreement, or the specific powers enumerated in this Article. (j) To sue and be sued. (k) To enter into contracts. (1) To reimburse BOARD members for reasonable and approved expenses incurred in attending to BOARD responsibilities. (m) To provide security, insurance or bonds regarding the official responsibilities of all officers, BOARD members, and employees of ICRMP. ARTICLE VH. PARTICIPATION. Any MEMBER of ICRMP shall be permitted to participate in the activities of ICRYIP as provided in this Agreement. ARTICLE VIII. MEMBERS' RIGHTS AND OBLIGATIONS - DISPUTE RESOLUTION PROCEDURES. (1) The individual MEMBERS of ICRMP shall have the right to: (a) Petition the Board to be heard regarding any aspect of program operation in accordance with internal dispute resolution procedures approved by the Board or as otherwise determined in accordance with procedural guidelines authorized by the Board or the Chairman of the Board as circumstances warrant. (b) Withdraw from Program participation at any time authorized by the Board, but no less frequently than annually. Members recognise that the Program is managed for long-term participation and that agreements which support the program are of one-year or longer duration. (c) To vote in election of a representative to serve on the Board of ICRMP as provided by this JOINT POWERS SUBSCRIBER AGREEMENT. (2) The obligations of MEMBERS of ICRMP shall be as follows: (a) To pay promptly all premiums to ICRMP at such times and in such amounts as shall be established by the BOARD pursuant to this agreement. Any delinquent payments may incur interest which shall be equivalent to the prime interest rate on the date of delinquency of the financial institution which invests the majority of the ICRMP funds. Payments will be considered delinquent forty-five (45) days following the due Joint Powers Subscriber Agreement - 4 date. Insurance coverage and other services will not continue for MEMBERS which are delinquent in payment of premiums according to the terms of this Agreement. (b) To allow the Program and its agents, officers and employees reasonable access to all premises of the MEMBER and all records, including but not limited to financial records, as reasonably required for the administration of ICRMP and the effective handling of claims threatened or brought against MEMBERS. (c) To cooperate fully with the PROGRAM'S attorneys, claims adjusters and any other agent, employee, or officer of ICRMP in activities relating to the purposes and powers of ICRMP. (d) To follow the safety, loss reduction and prevention recommendations established by the Program and to cooperate in risk reduction strategies proposed or required by the Program. (e) To report to ICRMP immediately all incidents or occurrences which could reasonably be expected to result in ICRMP being required to consider a claim against the POLITICAL SUBDIVISION, its agents, officers, or employees, or for losses to MEMBER'S property within the scope of coverages undertaken by ICRIvIP. (f) To report to ICRMP as soon as reasonable possible, in accordance with the issued Policy of Insurance and related guidelines, the addition of new programs and facilities or the significant reduction or expansion of existing programs and facilities or other acts which will cause material changes in the MEMBER'S risk. (g) To provide ICP.NIP periodically, in accordance with the issued Policy of Insurance, with information on the value of buildings and contents and other real and personal properties. (h) To utilize Board -approved dispute resolution procedures regarding any contest or disagreement regarding a provision or scope of coverage pursuant to the insurance program/policy, prior to initiating legal action against ICRMP. MEMBERS expressly agree to follow the internal dispute resolution procedures adopted by the BOARD before contesting coverage issues in a court of law. Such procedures require MEMBERS to thoroughly disclose any bases for such disagreement in writing to the BOARD prior to being heard in the process of resolving any such dispute. MEMBER expressly agrees that failure to exhaust the internal dispute resolution procedures established by the BOARD constitutes a material breach of this Joint Powers Subscriber Agreement. MEMBER further agrees not to initiate legal action against the PROGRAM regarding any dispute with the PROGRAM until said dispute resolution procedure has reached its conclusion. MEMBER agrees that ICRMP may enforce this provision by specific performance in a court of competent jurisdiction. Joint Powers Subscriber Agreement- 5 3. The basic elements of the dispute resolution procedure within ICRMP shall include the following: (a) Filing, a written statement by the MEivIBER stating the specific basis for disagreement with the Administrator. Such filing shall be followed promptly by a conference with the Administrator, in person or by telephone, to attempt to resolve the stated differences. The Administrator shall respond to the MEMBER in writing not more than ten (10) business days after the conference. Such written response shall set forth the basis of the Administrator's decision. (b) Following receipt of the Administrator's written response, MEMBER may appeal the determination of the Administrator to the BOARD. Any such appeal shall be made in writing setting forth the specific basis for the appeal and the particular reasons for disagreement with the determination of the Administrator. When an appeal is received at least ten (10) days prior to a BOARD meeting, it will be included on the nek-t BOARD agenda. If an appeal is not received at a time that allows it to be timely placed upon the agenda of the next BOARD meeting, the MEMBER and Administrator, working in consultation with the Chairman of the BOARD, shall determine whether the matter is of such importance and urgency that it requires the call of a special BOARD meeting or whether it can be addressed at the next regularly scheduled BOARD meeting, no later than sixty (60) days after the appeal is received, without irreparably harming the MEMBER.. If a MEMBER insists, by formal action of its goveming board, upon the call of a special muting, or if the nest regular meeting, of the BOARD is more than sixty (60) days after the date the MEMBER's written appeal is filed with the Administrator, a special meeting of the BOARD shall be called to hear the appeal. (c) The BOARD shall hear oral presentations, not in excess of one hour each, by the MEMBER and the Administrator, should either or both desire. After hearing from both parties, the Board shall decide the controversy and shall tender its decision in writing within thirty (30) days. In doing so the BOARD may consult independently, or through the Administrator, with legal advisers and/or consultants. The decision of the BOARD shall be final, unless reconsideration is requested by the MEMBER and approved for reconsideration by the BOARD. (d) The BOARD reserves the right to vary the foregoing procedures as necessary to accommodate the interests of ICRMP, MEMBERS, or others with an interest in the just resolution of differences regarding program operation. ARTICLE a. PREMIUMS. The Board of ICRMP shall establish annual or periodic premiums for MEMBERS. The PROGRAM may change premiums charged to any MEMBER from period to period to reflect changes in risk resulting from operational changes, changes in property values or ownership, reevaluation of operating risks, or refusal to participate in or willful violation of safety or loss prevention programs or for other reasons established by the BOARD. Conversely, the Joint Powers Subscriber Agreement - 6 PROGRAMmay offer premium incentives for any MEMBER that faithfully participates in loss prevention and safety programs or for other reasons established by the BOARD. Each MEMBER'S premium shall be limited to the amount set for the Policy Year, unless additional coverage is requested by the MEMBER. No MEMBER may be further assessed during a Policy Year. Additional premium may be charged when changes are made to covered property or activities during the course of a year. The PROGRAM reserves the right to condition continued participation by any MEMBER upon compliance with specific performance requirements, payment of modified deductible amounts and such other measures as the PROGRAM deems necessary or appropriate. The PROGRAM reserves the right to discontinue membership of any MEMBER which does not cooperate with Program goals, objectives, or requirements or which acts recklessly concerning matters which affect ICRMP and its MEMBERS. ARTICLE Y. BOARD OF TRUSTEES. The BOARD of Trustees shall be comprised of nine elected public officials, seven (7) of whom shall be county commissioners and two (2) who shall hold elective office in other POLITICAL SUBDIVISIONS from each of two (2) rezions as defined herein. The electoral boundaries shall be organized as follows: County District I: Counties of Boundary, Bonner, Kootenai, Benewah and Shoshone. County District II: Counties of Latah, Clearwater, Nez Perce, Lewis and Idaho. County District III: Counties of Adams, Valley, Washington, Payette, Gem, Boise. Canyon; Ada, Elmore and Owyhee. County District IV: Counties of Camas, Blaine, Gooding, Lincoln, Jerome, Minidoka, Twin Falls and Cassia. County District V: Counties of Bingham, Power, Bannock, Caribou, Oneida, Franklin and Bear Lake. County District VI: Counties of Lemhi, Custer, Clark, Fremont, Butte, Jefferson, Madison, Teton and Bonneville. County Member -At -Large: All of the MEMBER Counties within the State of Idaho. POLITICAL SUBDIVISION Region I: All member POLITICAL SUBDIVISIONS, except Counties, in Districts I, II, and in. POLITICAL SUBDIVISION Region II: All member POLITICAL SUBDIVISIONS, except. Counties, in Districts IV, V, and VI. Each member of the BOARD shall be either a commissioner elected from a MEMBER County or an elected official of a MEMBER representing other POLITICAL SUBDIVISIONS, and shall serve for a period of two (2) years, or until a successor is elected or appointed. Four (4) members of the BOARD (even -numbered Districts and the Region II seat) shall be elected for two (2) year terms in December of odd -numbered years, while five (5) members of the BOARD (odd -numbered Districts and the Region I seat plus the County member -at -large) shall be elected for two (2) year terms in even -numbered years. For purposes of this Agreement, a'Board Seat" shall be defined as the position on the ICRMP Board of Trustees provided to and occupied by the representative duly elected or appointed from a District or Region as outlined in this Section. Joint Powers Subscriber Agreement - 7 Nominations by MEMBERS shall be submitted to ICRMP no later than November 15th each year. The Board of County Commissioners of each MEMBER County may cast a ballot for a District and a member -at -large member of the BOARD, and other POLITICAL, SUBDIVISIONS shall cast a ballot for their respective representatives by region,. to be received by ICRMP at a time and place specified by the Board or Administrator prior to the Board's December meeting each year. Each member of the BOARD shall serve from the date of the first BOARD meeting in the succeeding year through the conclusion of his/her term when a succeeding BOARD member is seated. Each BOARD member may be allowed to provide an issue -specific proxy in accordance with by-laws adopted by the BOARD. ARTICLE xi. POWERS AND DUTIES OF THE BOARD OF TRUSTEES. The BOARD shall have the following powers and duties: (1) To annually elect a chairman and vice-chairman. Each officer shall serve until his or her successor is elected. (2) To admit or expel 1\•EMBERS in accordance with this Agreement. (3) To establish premiums and payment procedures for MEMBERS. (4) To establish the insurance and risk management program design. (5) To provide for selection of all personnel and contractors necessary for the administration of ICRMP, including the appointment of a primary administrator to supervise the business of the PROGRAM and carry out functions delegated by the BOARD. (6) To establish a schedule for BOARD meetings. (7) To fill vacancies on the BOARD by majority vote of the remaining trustees for the unexpired term. • (8) To exercise all powers of ICRMP, except powers reserved to the MEMBERS. (9) To prepare, adopt and oversee ICRMP's budget. (10) To make reports to the MEMBERS. (11) To provide for underwriting, claims and loss control procedures. (12) To provide for the investment and disbursement of funds. (13) To establish by-laws, rules and regulations governing its own conduct and procedures and the powers and duties of its officers, not inconsistent with this Agreement. (14) To provide to MEMBERS an annual report of operations and financial affairs. (15) To form committees and advisory panels; and to provide other services as needed by ICRMP. The BOARD shall determine the method of appointment and terms of members of committees and advisory panels. 16) To submit to MEMBERS a subsequent, substitute, or replacement Joint Powers Subscriber Agreement at the date of periodic renewal for acceptance by MEMBERS. (17) Dissolve ICRMP and disburse its assets when BOARD action is accompanied by a two-thirds (2/3) vote of the entire MEMBERSHIP, provided that a notice of intent to dissolve ICRMP shall be given to the Director of the Department of Insurance of the State of Idaho at least ninety (90) days prior to Joint Powers Subscriber Agreement - 3 the effective date. Like notice of such intent shall be provided to all MEMBERS at least thirty (30) days before any such vote regarding dissolution. (18) To do or delegate all acts necessary and proper for the implementation of this Agreement. ARTICLE XII. ESTABLISHMENT OF LOSS PAYING FUND. The PROGRAM shall establish a Loss Paying Fund which shall consist of amounts the BOARD deems reasonably sufficient to annually produce the sum of money necessary to fund ICRMP's general and administrative expenses, any.reinsurance requirements, to pay the current year claims and claims expenses, plus funds necessary to meet ICRMP's obligation to satisfy the requirements of any regulatory authority. ARTICLE Xil1. SCOPE OF COVERAGE. (1) ICRMP shall provide policy protection to each MEMBER as provided in the MEMBER'S policy of insurance. (2) In the event that a claim or a series of claims exceed the amount of coverage provided by the MEMBER's Policy, payment of valid claims shall become the sole and separate obligation of the individual Subscriber or Subscribers against whom the claim was made and perfected by litigation or settlement. No Subscriber shall be entitled to a contribution from other Subscribers beyond the amount obligated by this Joint Power Subscribers Agreement and the policy of insurance which complements it and its attendant annual premium. ARTICLE XIV. MEETINGS OF THE BOARD OF TRUSTEES. (1) The BOARD may set a time and place for regular meetings in accordance with applicable law. All provisions of law applicable to public meetings shall be observed. (2) A majority of seated trustees shall constitute a quorum to do business. All formal acts of the BOARD shall require a majority vote of the trustees present and voting. (3) Because of the distance which separates the Trustees, the Board may conduct official business by telephone conference call. When a conference call meeting is convened the base of such meeting shall be the ICRMP Building in Boise, Idaho. At such location a speaker phone shall be provided in order to allow the public to hear the discussion carried on by the Board. Executive session and notice provisions of the Open Meeting "Law shall apply when appropriate or required. Joint Powers Subscriber Agreement - 9 ARTICLE XV. LIABILITY OF BOARD OF TRUSTEES OR OFFICERS. The trustees and officers of ICR1vIP 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 trustee shall be liable for any action taken or omitted by any other trustee. The assets of ICRMP shall be used to defend and indemnify any trustee, officer, or employee for actions taken by each such person in good faith within the scope of his or her authority for ICRMP as public officials in the state of Idaho. ICRMP may purchase insurance providing coverage for trustees, officers and employees. ARTICLE XVI. WITHDRAWAL FROM MEYIBERSBIP. Any MEMBER may withdraw from ICRMP after the MEMBER'S initial one (1) year term effective December 31, 1996, by giving notice in writing, prior to the beginning of the succeeding. Policy Year, to the BOARD of its desire to withdraw. Any MEMBER may withdraw from ICRMP within fifteen (15) days after the adoption of an amendment to this agreement by giving notice in writing to the BOARD of its intent to withdraw. The continuing rights of any withdrawing MEMBER shall be as set forth in the currently applicable Joint Powers Subscriber Agreement. ARTICLE XVII. EXPULSION .OF MEMBERS - CONDITIONS OF CONTINUED PARTICIPATION. (1) By a two-thirds (2/3) vote of the entire BOARD, any MEMBER may be expelled. Expulsion shall take effect in accordance with the terms of the action expelling the MEMBER, and expulsion may be carried out at any time during a policy year for one or more of the following reasons: (a) Failure to make any payments due to ICRMP. (b) Willful failure to undertake or continue loss reduction or loss prevention recommendations by ICRMP. (c) Failure to allow ICRMP reasonable access to all facilities and records of the MEMBER necessary for proper administration of ICRMP. (d) Failure to fully cooperate with ICRMP's attorneys, claims adjusters or other agents, employees, or officers of ICRMP. (e) Failure to carry out any obligation of a MEMBER which impairs the ability of ICRMP to carry out its purpose or powers. (f) Exhibiting reckless behavior which causes claims which could have been avoided by prudent or responsible action. (2) No MEMBER may be expelled until after notice from the BOARD of the alleged failure along with the reasonable opportunity (not less than fifteen (15) days) to cure, if the situation is curable. Notice to a MEMBER shall state whether a cure is possible. The MEMBER may Joint Powers Subscriber Agreement - 10 request a hearing before the BOARD before any final decision, which shall be held no more than fifteen (1 5) days after the expiration of the time to cure has passed or notice of expulsion has been provided. If a decision to expel is affirmed after hearing, such date of expulsion shall relate back to the date of initial BOARD action from which the notice of intent to terminate derives. The rights of any expelled MEMBER shall be as set forth in this Agreement or upon such other terms and conditions as the BOARD may negotiate with the expelled MEMBER (3) Any MEMBER separating from ICRMP (withdrawing, expelled, or terminated) shall not be entitled to any reimbursement of premiums that have been paid unless otherwise required by land age of the policy of insurance or provisions of applicable law. All claims relating to events occurring after the date of separation from ICRMP shall become the sole responsibility of the separated Subscriber. With respect to Public Officials` Errors and Omissions (Claims Made Form), any claims occurring or reported after the date of separation from ICRMP shall become the sole responsibility of the separated Subscriber. (4) As an alternative to expulsion the Board may, at any time, condition continued participation in the program upon compliance with specific terms and conditions established by agreement between the MEMBER and ICRMP. Conditions may include consultation requirements, increased deductible amounts, and such other limitations as the Board may deem reasonable to protect the integrity of ICRMP. ARTICLE XVIII. BINDING CONTRACTUAL OBLIGATION. This document shall constitute a Joint Powers Agreement, a binding contract, among those POLITICAL SUBDIVISIONS which are MEMBERS of ICRMP. The terms of this Agreement may be enforced in court by ICRMP itself or by any of its MEMBERS. The consideration for the duties herewith imposed upon the MEMBERS to take certain actions and to refrain from certain other actions is based upon the mutual promises and agreements of the MEMBERS set forth herein. This Agreement shall be approved according to law by each MEMBER and by signature affixed hereto. MEMBER asserts that it has complied with relevant laws and that it waives its ability to object to the binding nature of this Agreement by virtue of informalities in its approval. Except to the extent of the financial contributions to ICRMP agreed to herein, or such additional obligations as may come about through amendments to this Agreement, no MEMBER agrees or contracts herein to be held responsible for any claims in tort or contract made against any other MEMBER. The contracting parties intend in the creation of ICRMP to establish an organization for joint risk management only within the scope therein set out, and have not herein created as between MEMBER and MEMBER any relationship of surety or indemnitor, nor by participating herein does any MEMBER assume responsibility for the debts of or claims against any other MEMBER. ARTICLE XIX. DISTRIBUTION OF PROPERTY, FUNDS AND SUPPLIES UPON DISSOLUTION OF ICRMP. In the event of termination of this Joint Powers Subscriber Agreement such that ICRMP is dissolved, all unused consumable supplies, non -consumable supplies or other property acquired Joint Powers Subscriber Agreement - 11 by ICRMP shall be disposed of in a manner permissible by law, and the proceeds of such liquidation shall be disbursed to the MEMBERS at a rate equal to each MEMBER'S pro rata share of the cumulative premium paid to ICRMP from the time said PROGRAM was commenced until the time that it was terminated or dissolved. Said determination of asset distribution shall be made in good faith by the BOARD. ARTICLE XX. SEVERABILITY. In the event that any Article, provision, clause or other part of this Agreement should be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability with respect to other Articles, provisions, clauses, applications or occurrences, and this Agreement is expressly declared to be severable. ARTICLE =E. BOWER OF ATTORNEY - EXPENSES AND DUTIES. (1) MEMBER hereby appoints Idaho Counties Risk Management Program, Underwriters (ICRMP), as its Attorney -in -Fact empowered to take all actions and execute all documents which are necessary or appropriate in carrying on the business of insurance through ICRMP on behalf of MEMBER. MEMBER agrees that the BOARD of ICRMP may delegate powers to an Administrator in accordance with this Joint Powers Subscriber Agreement. (2) The Administrator appointed by the Board is hereby empowered by the undersigned to accept service of process on behalf of ICRMP. The Director of the Department of Insurance of the State of Idaho is also authorized to receive service of process in actions against ICRMP upon contracts of insurance provided to Subscribers of ICRMP. The general services to be performed by the Administrator shall include: (a) issuing, underwriting and servicing policies of insurance; (b) contracting with agents for sale and servicing of policies of insurance; (c) executing treaties of reinsurance; and (d) supervising the investment policy of ICPI`11'. The Administrator's obligations and liability shall be limited by the terms and conditions of ICRMP's Joint Powers Subscriber Agreement and by the Idaho Tort Claims Act. (3) The general items of expense to be paid by ICRMP shall include, but not be limited to: (a) losses and claims payments; (b) allocable claims expense; (c) governmental charges,-li5nse fees, and taxes; (d) expenses incurred in auditing ICRMP's books and records; (e) premium collection costs; (f) Board. expenses; (g) premiums on reinsurance; (h) fees of investment counsel and direct investment expense; (i) salaries and expenses of officers and employees of ICRMP; (j) disbursement of dividends; (k) special expenses authorized by the Board of Trustees of ICRMP; (1) broker and agent commissions; (m) indemnity insurance premiums; (n) home and branch office expense; and (o) actuarial, auditing, legal, risk management and loss prevention expenses. (4) The Power of Attomey conveyed herein shall expire upon termination of ICRMP. The policies of insurance issued by ICRMP are subject to payment of premiums to ICRMP. The liability of each subscriber for the obligations of ICRMP shall be an individual, several and proportionate liability and not a joint liability. The liability of each MEMBER shall be limited as stated in this Joint Powers Subscriber Agreement provided, however, that in no event shall any Joint Powers Subscriber Agreement - 12 MEMBER be required to contribute more than the amountauthorized by applicable state statutes and constitutional provisions under which ICRMP is established. ARTICLE XXII. IS ISCELL-_.IE0US PROVISIONS - NOTICE. (1) The provisions of this Agreement shall be interpreted pursuant to the laws of the State of Idaho. (2) The parties hereto consent that courts in the State of Idaho shall have jurisdiction over any dispute arising under this Agreement after exhaustion of the dispute resolution procedures provided for herein. If reasonable attorney fees are incurred in enforcing provisions of this Agreement in a court of law, the prevailing party to such an action shall be entitled to reimbursement of its reasonable attorney fees. (3) No waiver of any breach of this Agreement or any provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any of the other provisions herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of time for performance of any other obligations or acts. (4) In the event that any provision of this Agreement is in conflict with or is incompatible with the MEMBER'S Policy issued hereunder, the terms and conditions of the MEMBER'S Policy shall prevail and take precedence. (5) This Agreement may be modified or amended by a written agreement entered into by the BOARD. Provided, however, no such modification shall be effective retroactively, nor as to any insurance contract or coverage issued prior thereto. Said modifications may be made effective during a Policy Year only to comply with applicable laws respecting operation of ICRMP or with express consent of the MEMBER. Changes may be made to the policy of insurance issued by ICRMP at any time during the policy year in accordance with rules or statutes governing the business of insurance within the State of Idaho. (6) MEMBER agrees to hold ICRMP, its employees, contractors, and/or legal counsel, harmless and without liability to MEMBER from any claims arising out of loss control or related administrative activities undertaken for Subscriber's benefit. ICRIAP assumes no responsibility for the lawful operation of MEMBER'S POLITICAL SUBDIVISION. (7) All notices required to be given under this Agreement shall be delivered in writing. Notices by a MEMBER to ICRMP shall be sent to ICRMP's principal place of business. Notices to any Subscriber shall be sent to the Subscriber's last known address. In the event that any party to this Agreement desires to change its address, notice of change of address shall be sent to the other party by United States Mail in accordance with the terms and provisions of this Article. Joint Powers Subscriber Agreement - 13 ARTICLE XXIII. EXECUTION AND ATTEST. In Witness hereof, this Agreement is executed on the a`Kday of Q0`lcie`2C "�-by the undersigned who are duly authorized officer(s) of the Policical Subdivision indicated below and by the Idaho Counties Risk Management Program, Underwriters (ICRMP), pursuant to action taken by the Governing Board of the MEMBER on the day of, 20_,,, POLITICAL SUBDIVISION: By. CHAIRMAN OF THE BOARD, MAYOR, OR OTHER EXPRESSLY AUTHORIZED OFFICER Title. Attest/Wimess: 0041 ()/ CLERK OR OTHER AUTHORIZED OFFER ACCEPTED FOR TH:E IDAHO COUN'ilES RISK MANAGE MNT PROGRAM, UNDERWRITERS (ICRMP) By EXECUTIVE DIRECTOR Joint Powers Subscriber agreement - 14