HomeMy Public PortalAboutResolution - 22-43- 20221026 - JPA MOU PRISMRESOLUTION NO. 22-43
RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT APPROVING A JOINT POWERS
AUTHORITY AGREEMENT AND MEMORANDUM OF UNDERSTANDING TO
JOIN THE PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT
AUTHORITY (PRISM) FOR DENTAL AND VISION INSURANCE FOR
EMPLOYEES
WHEREAS, the Midpeninsula Regional Open Space District ("District") wishes to join
the Public Risk Innovation, Solutions, and Management "PRISM" Authority ("PRISM" or
"Authority") for dental and vision insurance for employees; and
WHEREAS, the Authority has determined that it is necessary for each of its members to
delegate to a person[s] or position[s] authority to act on the member's behalf in matters relating
to the member and the Authority; and
WHEREAS, in order to ensure a person[s] or position[s] is delegated with authority to
act on the member's behalf in matters relating to the member and the Authority, action by the
member's governing body is necessary; and
WHEREAS, except as to those actions that must be approved by the Board of Directors
of the Midpeninsula Regional Open Space District ("Board"), the Board wishes to authorize the
General Manager to act on the District's behalf to carry out the purposes and functions of the
Authority with its members.
NOW, THEREFORE, BE IT RESOLVED as follows:
1. Except as to actions that must be approved by the Board of Directors of the Midpeninsula
Regional Open Space District, the General Manager of the Midpeninsula Regional Open
Space District is hereby appointed to act in all matters relating to the member and the
Authority.
2. The General Manager is authorized to execute the Joint Powers Agreement as last
amended June 30, 2022, attached hereto as Exhibit A.
3. The General Manager is authorized to execute the Memorandum of Understanding for the
Dental Program as last amended April 9, 2019, attached hereto as Exhibit B.
4. The effective date of participation in the new dental and vision plans through the
Authority shall be January 1, 2023.
* * x * * * * * * * * * * * * * * *
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional
Open Space District on October 26, 2022 at a Regular Meeting thereof, by the following vote:
AYES: CYR, HASSETT, HOLMAN, KISHIMOTO, RIFFLE, SIEMENS
NOES: NONE
ABSTAIN: NONE
Resolutions/2022/-43_JPA_MOU_PRISM
1
ABSENT: KERSTEEN-TUCKER
ATTEST:
Karen Holman, Secretary
Board of Directors Board of Directors
APPROVED:
Zoe Kersteen-Tucker, President
APPROVED AS TO FORM:
Hilary Stevenson, General Counsel
I, the Deputy District Clerk of the Midpeninsula Regional Open Space District, hereby
certify that the above is a true and correct copy of a resolution duly adopted by the Board of
Directors of the Midpeninsula Regional Open Space District by the above vote at a meeting
thereof duly held and called on the above day.
Soria, Deputy Distric lerk
Resolutions/2022/-43 .IPA MOU PRISM
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EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Adopted: October 5, 1979
Amended: May 12, 1980
Amended: January 23, 1987
Amended: October 7, 1988
Amended: March 1993
Amended: November 18, 1996
Amended: October 4, 2005
Amended: February 28, 2006
Amended: June 30, 2020
JOINT POWERS AGREEMENT
PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT
This Agreement is executed in the State of California by and among those counties and public
entities organized and existing under the Constitution of the State of California, which are parties
signatory to this Agreement. Public Risk Innovation, Solutions, and Management (referred to herein as
PRISM), formerly known as CSAC Excess Insurance Authority, was formed under the sponsorship of
CSAC. California counties, hereinafter called member counties, and public entities, hereinafter called
member public entities, (collectively "members") shall be listed in Appendix A, which shall be attached
hereto and made a part hereof.
RECITALS
WHEREAS, Article 1, Chapter 5, Division 7, Title 1 of the California Government Code (Section
6500 et seq.) permits two or more public agencies by agreement to exercise jointly powers common to
the contracting parties; and
WHEREAS, Article 16, Section 6 of the California Constitution provides that insurance pooling
arrangements under joint exercise of power agreements shall not be considered the giving or lending of
credit as prohibited therein; and
WHEREAS, California Government Code Section 990.4 provides that a local public entity may
self -insure, purchase insurance through an authorized carrier, or purchase insurance through a surplus
line broker, or any combination of these; and
WHEREAS, pursuant to California Government Code Section 990.6, the cost of insurance
provided by a local public entity is a proper charge against the local public entity; and
WHEREAS, California Government Code Section 990.8 provides that two or more local entities
may, by a joint powers agreement, provide insurance for any purpose by any one or more of the methods
specified in Government Code Section 990.4 and such pooling of self -insured claims or losses is not
considered insurance nor subject to regulation under the Insurance Code; and
WHEREAS, the counties and public entities executing this Agreement desire to join together for
the purpose of jointly funding and/or establishing excess and other insurance programs as determined;
NOW THEREFORE, the parties agree as follows:
ARTICLE 1
DEFINITIONS
"CSAC" shall mean the County Supervisors Association of California, dba California State
Association of Counties.
"Board of Directors" or "Board" shall mean the governing body of PRISM.
"Claim" shall mean a claim made against a member arising out of an occurrence, which is
covered by an excess or primary insurance program of PRISM in which the member is a participant.
Page 1 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
"Executive Committee" shall mean the Executive Committee of the Board of Directors of
PRISM.
"Fiscal year" shall mean that period of twelve months which is established by the Board of
Directors as the fiscal year of PRISM.
"Government Code" shall mean the California Government Code.
"Insurance program" or "program" shall mean a program which has been designated as a
major program of PRISM under which participating members are protected against designated losses,
either through joint purchase of primary or excess insurance, pooling of self -insured claims or losses,
purchased insurance or any other combination as determined by the Board of Directors. The Board of
Directors, the Executive Committee, or a program's governing committee may determine applicable
criteria for determining eligibility in any insurance program, as well as establishing program policies and
procedures.
"Joint powers law" shall mean Article 1, Chapter 5, Division 7, Title 1 (commencing with Section
6500) of the Government Code.
"Loss" shall mean a liability or potential liability of a member, including litigation expenses,
attorneys' fees and other costs, which is covered by an insurance program of PRISM in which the
member is a participant.
"Member county" shall mean any county in the State of California which has executed this
Agreement and become a member of PRISM. "Member County" shall also include those entities or other
bodies set forth in Article 3 (c).
"Member Public Entity" shall mean any California public entity, which is not a California county,
which has executed this Agreement, and become a member of PRISM, "Member Public Entity" shall also
include those entities or other bodies set forth in Article 3(c).
"Miscellaneous Program" is an insurance program of PRISM that does not involve pooling of
self -insured claims or losses and may be made available to members as well as non-member public
entities that are not a party to this Agreement.
"Occurrence" shall mean an event which is more fully defined in the memorandums of coverage
and/or policies of an insurance program in which the participating county or participating public entity is a
member.
"Participating county" shall mean any member county which has entered into a program
offered by PRISM pursuant to Article 14 of this Agreement and has not withdrawn or been canceled
therefrom pursuant to Articles 20 or 21.
"Participating public entity" shall mean any member public entity which has entered into a
program offered by PRISM pursuant to Article 14 of this Agreement and has not withdrawn or been
canceled therefrom pursuant to Articles 20 or 21.
"Self -insured retention" shall mean that portion of a loss resulting from an occurrence
experienced by a member, which is retained as a liability or potential liability of the member and is not
subject to payment by PRISM.
"Reinsurance" shall mean insurance purchased by PRISM as part of an insurance program to
cover that portion of any loss, which exceeds the joint funding capacity of that program.
Page 2 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
ARTICLE 2
PURPOSES
This Agreement is entered into by the member counties and member public entities in order to
jointly develop and fund insurance programs as determined. Such programs may include, but are not
limited to, the creation of joint insurance funds, including primary and excess insurance funds, the pooling
of self -insured claims and losses, purchased insurance, including reinsurance, and the provision of
necessary administrative services. Such administrative services may include, but shall not be limited to,
risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting,
claims adjusting, and legal defense services.
ARTICLE 3
PARTIES TO AGREEMENT
(a) There shall be two classes of membership of the parties pursuant to this Agreement
consisting of one class designated as Member Counties and another class designated as
Member Public Entities.
(b) Each member county and member public entity, as a party to this Agreement, certifies
that it intends to and does contract with all other members as parties to this Agreement
and, with such other members as may later be added as parties to this Agreement
pursuant to Article 19 as to all programs of which it is a participating member. Each
member also certifies that the removal of any party from this Agreement, pursuant to
Articles 20 or 21, shall not affect this Agreement or the member's obligations hereunder.
(c) A member for purposes of providing insurance coverage under any program of PRISM,
may contract on behalf of, and shall be deemed to include:
Any public entity as defined in Government Code § 811.2 which the member requests to
be added and from the time that such request is approved by the Executive Committee of
PRISM.
Any nonprofit entity, including a nonprofit public benefit corporation formed pursuant to
Corporations Code §§ 5111, 5120 and, 5065, which the member requests to be added
and from the time that such request is approved by the Executive Committee.
Any public entity or nonprofit so added shall be subject to and included under the
member's SIR or deductible, and when so added, may be subject to such other terms
and conditions as determined by the Executive Committee.
Such public entity or nonprofit shall not be considered a separate party to this
Agreement. Any public entity or nonprofit so added, shall not affect the member's
representation on the Board of Directors and shall be considered part of and represented
by the member for all purposes under this Agreement.
The Executive Committee shall establish guidelines for approval of any public entity or
nonprofit so added in accordance with Article 3(c) and (d).
Should any conflict arise between the provisions of this Article and any applicable
Memorandum of Coverage or other document evidencing coverage, such Memorandum
of Coverage or other document evidencing coverage shall prevail.
ARTICLE 4
TERM
This Agreement shall continue in effect until terminated as provided herein.
Page 3 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
ARTICLE 5
CREATION OF PRISM
Pursuant to the joint powers law, there is hereby created a public entity separate and apart from
the parties hereto, to be known as Public Risk Innovation, Solutions, and Management ("PRISM"), with
such powers as are hereinafter set forth.
ARTICLE 6
POWERS OF PRISM
PRISM shall have all of the powers common to General Law counties in California, such as
Alpine County and all additional powers set forth in the joint powers law, and is hereby authorized to do
all acts necessary for the exercise of said powers. Such powers include, but are not limited to, the
following:
(a) To make and enter into contracts.
(b) To incur debts, liabilities, and obligations.
(c) To acquire, hold, or dispose of property, contributions and donations of property, funds,
services, and other forms of assistance from persons, firms, corporations, and
government entities.
(d) To sue and be sued in its own name, and to settle any claim against it.
(e) To receive and use contributions and advances from members as provided in
Government Code Section 6504, including contributions or advances of personnel,
equipment, or property.
(f)
(g)
To invest any money in its treasury that is not required for its immediate necessities,
pursuant to Government Code Section 6509.5.
To allow non-member public entities and non-member counties to participate in
Miscellaneous Programs and for risk management services to be provided to non-
member counties and non-member public entities including out-of-state participants in a
PRISM program.
(h) To carry out all provisions of this Agreement.
Said powers shall be exercised pursuant to the terms hereof and in the manner provided by law.
ARTICLE 7
BOARD OF DIRECTORS
PRISM shall be governed by the Board of Directors, which shall be composed as follows:
(a) One director from each member county, appointed by the member county board of
supervisors and serving at the pleasure of that body. Each member county board of
supervisors shall also appoint an alternate director who shall have the authority to attend,
participate in and vote at any meeting of the Board of Directors when the director is
absent. A director or alternate director shall be a county supervisor, other county official,
or staff person of the member county, and upon termination of office or employment with
the county, shall automatically terminate membership or alternate membership on the
Board of Directors.
(b) Ten directors consisting of seven directors and three alternate directors chosen in the
manner specified in the Bylaws from those participating as public entity members. A
director or alternate public entity director shall be an official, or staff person of the public
Page 4 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
entity member, and upon termination of office or employment with the public entity, shall
automatically terminate membership or alternate membership on the Board of Directors.
(c) Member county directors shall consist of a minimum of 80% of the eligible voting
members on the Board of Directors. The public entity member directors shall be reduced
accordingly to ensure at least 80% of the Board of Directors consists of county director
members (By way of example, if the number of county members is reduced from the
current 54 by member withdrawals to a level of 28, then county members would be at the
80% level, 28/35. If the county members go to 27, then the public entity members would
lose one seat and would only have 6 votes).
Any vacancy in a county director or alternate director position shall be filled by the
appointing county's board of supervisors, subject to the Provisions of this Article. Any
vacancy in a public entity director position shall be filled by vote of the public entity
members.
A majority of the membership of the Board of Directors shall constitute a quorum for the
transaction of business. Each member of the Board of Directors shall have one vote.
Except as otherwise provided in this Agreement or any other duly executed agreement of
the members, all actions of the Board of Directors shall require the affirmative vote of a
majority of the members; provided, that any action which is restricted in effect to one of
PRISM's insurance programs, shall require the affirmative vote of a majority of those
Board of Directors members who represent counties and public entities participating in
that program. For purposes of an insurance program vote, to the extent there are public
entity members participating in a program, the public entity Board of Directors members
as a whole shall have a minimum of one vote. The public entity Board of Directors
members may in no event cast more votes than would constitute 20% of the number of
total county members in that program (subject to the one vote minimum). Should the
number of public entity Board of Directors votes authorized herein be less than the
number of public entity Board of Directors members at a duly noticed meeting, the public
entity Board of Directors members shall decide among themselves, which Board of
Directors member shall vote. Should they be unable to decide, the President of PRISM
shall determine which director(s) shall vote.
ARTICLE 8
POWERS OF THE BOARD OF DIRECTORS
The Board of Directors shall have the following powers and functions:
(a) The Board of Directors shall exercise all powers and conduct all business of PRISM,
either directly or by delegation to other bodies or persons unless otherwise prohibited by
this Agreement, or any other duly executed agreement of the members or by law.
(b) The Board of Directors may adopt such resolutions as deemed necessary in the exercise
of those powers and duties set forth herein.
(c) The Board of Directors shall form an Executive Committee, as provided in Article 11.
The Board of Directors may delegate to the Executive Committee and the Executive
Committee may discharge any powers or duties of the Board of Directors except
adoption of PRISM's annual budget. The powers and duties so delegated shall be
specified in resolutions adopted by the Board.
(d) The Board of Directors may form, as provided in Article 12, such other committees as it
deems appropriate to conduct the business of PRISM. The membership of any such
other committee may consist in whole or in part of persons who are not members of the
Board of Directors.
Page 5 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
(e) The Board of Directors shall elect the officers of PRISM and shall appoint or employ
necessary staff in accordance with Article 13.
(f) The Board of Directors shall cause to be prepared, and shall review, modify as
necessary, and adopt the annual operating budget of PRISM. Adoption of the budget
may not be delegated.
(g) The Board of Directors shall develop, or cause to be developed, and shall review, modify
as necessary, and adopt each insurance program of PRISM, including all provisions for
reinsurance and administrative services necessary to carry out such program.
(h) The Board of Directors, directly or through the Executive Committee, shall provide for
necessary services to PRISM and to members, by contract or otherwise, which may
include, but shall not be limited to, risk management consulting, loss prevention and
control, centralized loss reporting, actuarial consulting, claims adjusting, and legal
services.
(i) The Board of Directors shall provide general supervision and policy direction to the Chief
Executive Officer.
(j) The Board of Directors shall receive and act upon reports of the committees and the
Chief Executive Officer.
(k) The Board of Directors shall act upon each claim involving liability of PRISM, directly or
by delegation of authority to the Executive Committee or other committee, body or
person, provided, that the Board of Directors shall establish monetary limits upon any
delegation of claims settlement authority, beyond which a proposed settlement must be
referred to the Board of Directors for approval.
(1)
(m)
The Board of Directors may require that PRISM review, audit, report upon, and make
recommendations with regard to the safety or claims administration functions of any
member, insofar as those functions affect the liability or potential liability of PRISM. The
Board of Directors may forward any or all such recommendations to the member with a
request for compliance and a statement of potential consequences for noncompliance.
The Board of Directors shall receive, review and act upon periodic reports and audits of
the funds of PRISM, as required under Articles 15 and 16 of this Agreement.
(n) The Board of Directors may, upon consultation with a casualty actuary, declare that any
funds established for any program has a surplus of funds and determine a formula to
return such surplus to the participating counties and participating public entities, which
have contributed, to such fund.
(o) The Board of Directors shall have such other powers and duties as are reasonably
necessary to carry out the purposes of PRISM.
ARTICLE 9
MEETINGS OF THE BOARD OF DIRECTORS
(a) The Board of Directors shall hold at least one regular meeting each year and shall
provide for such other regular meetings and for such special meetings as it deems
necessary.
(b) The Chief Executive Officer of PRISM shall provide for the keeping of minutes of regular
and special meetings of the Board of Directors, and shall provide a copy of the minutes
to each member of the Board of Directors at the next scheduled meeting.
(c) All meetings of the Board of Directors, the Executive Committee and such committees as
established by the Board of Directors pursuant to Article 12 herein, shall be called,
Page 6 of 16
JPA, PRISM
EXHIBIT A
Amended: June 30, 2020
noticed, held and conducted in accordance with the provisions of Government Code
Section 54950 et seq.
ARTICLE 10
OFFICERS
The Board of Directors shall elect from its membership a President and Vice President of the
Board, to serve for one-year terms.
The President, or in his or her absence, the Vice President, shall preside at and conduct all
meetings of the Board of Directors and shall chair the Executive Committee.
ARTICLE 11
EXECUTIVE COMMITTEE
The Board of Directors shall establish an Executive Committee of the Board of Directors, which
shall consist of eleven members: the President and Vice President of the Board of Directors, and nine
members elected by the Board of Directors from its membership.
The terms of office of the nine non -officer members shall be as provided in the Bylaws of PRISM.
The Executive Committee shall conduct the business of PRISM between meetings of the Board
of Directors, exercising all those powers as provided for in Article 8, or as otherwise delegated to it by the
Board.
ARTICLE 12
COMMITTEES
The Board of Directors may establish committees, as it deems appropriate to conduct the
business of PRISM. Members of the committees shall be appointed by the Board of Directors, to serve
two year terms, subject to reappointment by the Board of Directors. The members of each committee
shall annually select one of their members to chair the Committee.
Each committee shall be composed of at least five members and shall have those duties as
determined by the Board of Directors, or as otherwise set forth in the Bylaws.
Each committee shall meet on the call of its chair, and shall report to the Executive Committee
and the Board of Directors as directed by the Board of Directors.
ARTICLE 13
STAFF
(a) Principal Staff. The Chief Executive Officer shall be appointed by and serve at the
pleasure of the Board of Directors. The Chief Executive Officer shall serve as the Board
Secretary and administer the business and activities of PRISM, subject to the general
supervision and policy direction of the Board of Directors and Executive Committee; shall
be responsible for all minutes, notices and records of PRISM and shall perform such
other duties as are assigned by the Board and Executive Committee.
(b) Treasurer and Auditor. Pursuant to Government Code Section 6505.6, the Chief
Financial Officer shall serve as the Treasurer/Auditor. The duties of the Treasurer are
set forth in Article 16 of this Agreement. The Chief Financial Officer shall draw warrants
to pay demands against PRISM. The Chief Financial Officer shall comply with the
provisions of Government Code Section 6505.5 (a -d) and shall be appointed by and
serve at the pleasure of the Chief Executive Officer.
(c) Other Staff. The Board of Directors, Executive Committee or Chief Executive Officer
shall provide for the appointment of such other staff as may be necessary for the
administration of PRISM.
Page 7 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
ARTICLE 14
DEVELOPMENT, FUNDING AND IMPLEMENTATION
OF INSURANCE PROGRAMS
(a) Program Coverage. Insurance programs of PRISM may provide coverage, including
excess insurance coverage for:
(1) Workers' compensation;
(2) Comprehensive liability, including but not limited to general, personal injury,
contractual, public officials errors and omissions, and incidental malpractice
liability;
(3)
(4)
(5)
Comprehensive automobile liability;
Hospital malpractice liability;
Property and related programs;
and may provide any other coverages authorized by the Board of Directors. The Board of
Directors shall determine, for each such program, a minimum number of participants required for
program implementation and may develop specific program coverages requiring detailed
agreements for implementation of the above programs.
(b) Program and PRISM Funding. The members developing or participating in an
insurance program shall fund all costs of that program, including administrative costs, as
hereinafter provided. Costs of staffing and supporting PRISM, hereinafter called PRISM
general expenses, shall be equitably allocated among the various programs by the Board
of Directors, and shall be funded by the members developing or participating in such
programs in accordance with such allocations, as hereinafter provided. In addition, the
Board of Directors may, in its discretion, allocate a share of such PRISM general
expense to those members, which are not developing or participating in any program,
and require those counties and public entities to fund such share through a prescribed
charge.
(1) Annual Premium. Except as provided in (2) below, all post -development costs
of an insurance program shall be funded by annual premiums charged to the
members participating in the program each policy year, and by interest earnings
on the funds so accumulated. Such premiums shall be determined by the Board
of Directors or the program's governing committee upon the basis of a cost
allocation plan and rating formula developed by PRISM with the assistance of a
casualty actuary, risk management consultant, or other qualified person. The
premium for each participating member shall include that participant's share of
expected program losses including a margin for contingencies as determined by
the Board of Directors, program reinsurance costs, and program administrative
costs for the year, plus that participant's share of PRISM general expense
allocated to the program by the Board of Directors.
(2) Premium Surcharge
(1) If PRISM experiences an unusually large number of losses under a
program during a policy year, such that notwithstanding reinsurance
coverage for large individual losses, the joint insurance funds for the
program may be exhausted before the next annual premiums are due,
the Board of Directors or the program's governing committee may, upon
consultation with a casualty actuary, impose premium surcharges on all
participating members; or
Page 8 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
(ii) If it is determined by the Board of Directors or the program's governing
committee, upon consultation with a casualty actuary, that the joint
insurance funds for a program are insufficient to pay losses, fund known
estimated losses, and fund estimated losses, which have been incurred
but not reported, the Board of Directors or the program's governing
committee may impose a surcharge on all participating members.
(iii) Premium surcharges imposed pursuant to (i) and/or (ii) above shall be in
an amount which will assure adequate funds for the program to be
actuarially sound; provided that the surcharge to any participating
member shall not exceed an amount equal to three (3) times the
member's annual premium for that year, unless otherwise determined by
the Board of Directors or the program's governing committee.
Provided, however, that no premium surcharge in excess of three times
the member's annual premium for that year may be assessed unless,
ninety days prior to the Board of Directors taking action to determine the
amount of the surcharge, PRISM notifies the governing body of each
participating member in writing of its recommendations regarding its
intent to assess a premium surcharge and the amount recommended to
be assessed each member. PRISM shall, concurrently with the written
notification, provide each participating member with a copy of the
actuarial study upon which the recommended premium surcharge is
based.
(iv) A member which is no longer a participating member at the time the
premium surcharge is assessed, but which was a participating member
during the policy year(s) for which the premium surcharge was
assessed, shall pay such premium surcharges as it would have
otherwise been assessed in accordance with the provisions of (i), (ii),
and (iii) above.
(c) Program Implementation and Effective Date. Upon establishment of an insurance
program by the Board of Directors, PRISM shall determine the manner of program
implementation and shall give written notice to all members of such program, which shall
include, but not be limited to: program participation levels, coverages and terms of
coverage of the program, estimates of first year premium charges, effective date of the
program (or estimated effective date) and such other program provisions as deemed
appropriate.
(d) Late Entry Into Program. A member which does not elect to enter an insurance
program upon its implementation, pursuant to (c) above, or a county or public entity
which becomes a party to this Agreement following implementation of the program, may
petition the Board of Directors for late entry into the program. Such request may be
granted upon a majority vote of the Board of Directors members, plus a majority vote of
those board members who represent participants in the program. Alternatively, a county
or public entity may petition the Executive Committee for late entry into the program, or a
program committee, when authorized by an MOU governing that specific program, may
approve late entry into that program. Such request may be granted upon a majority vote
of the Executive Committee or program committee.
(e) Reentry Into A Program. Except as otherwise provided in a Program Memorandum of
Understanding, any county or public entity that is a member of an insurance program of
PRISM who withdraws or is cancelled from an insurance program under Articles 21 and
22, may not reenter such insurance program for a period of three years from the effective
date of withdrawal or cancellation.
Page 9 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
ARTICLE 15
ACCOUNTS AND RECORDS
(a) Annual Budget. PRISM shall annually adopt an operating budget pursuant to Article 8
of this Agreement, which shall include a separate budget for each insurance program
under development or adopted and implemented by PRISM.
(b) Funds and Accounts. The Auditor of PRISM shall establish and maintain such funds
and accounts as may be required by good accounting practices and by the Board of
Directors. Separate accounts shall be established and maintained for each insurance
program under development or adopted and implemented by PRISM. Books and
records of PRISM in the hands of the Auditor shall be open to inspection at all
reasonable times by authorized representatives of members.
PRISM shall adhere to the standard of strict accountability for funds set forth in
Government Code Section 6505.
(c) Auditor's Report. The Auditor, within one hundred and eighty (180) days after the close
of each fiscal year, shall give a complete written report of all financial activities for such
fiscal year to the Board and to each member.
(d) Annual Audit. Pursuant to Government Code Section 6505, PRISM shall either make or
contract with a certified public accountant to make an annual fiscal year audit of all
accounts and records of PRISM, conforming in all respects with the requirements of that
section. A report of the audit shall be filed as a public record with each of the members
and also with the county auditor of the county where the home office of PRISM is located
and shall be sent to any public agency or person in California that submits a written
request to PRISM. The report shall be filed within six months of the end of the fiscal year
or years under examination. Costs of the audit shall be considered a general expense of
PRISM.
ARTICLE 16
RESPONSIBILITIES FOR FUNDS AND PROPERTY
(a) The Treasurer shall have the custody of and disburse PRISM's funds. He or she may
delegate disbursing authority to such persons as may be authorized by the Board of
Directors to perform that function, subject to the requirements of (b) below.
(b) Pursuant to Government Code Section 6505.6, the Treasurer shall:
(1) Receive and acknowledge receipt for all funds of PRISM and place them in the
treasury of the Treasurer to the credit of PRISM.
(2) Be responsible upon his or her official bond for the safekeeping and
disbursements of all PRISM funds so held by him or her.
(3) Pay any sums due from PRISM, as approved for payment by the Board of
Directors or by any body or person to whom the Board of Directors has
delegated approval authority, making such payments from PRISM funds upon
warrants drawn by the Auditor.
(c) Pursuant to Government Code Section 6505.1, the Chief Executive Officer, the
Treasurer, and such other persons as the Board of Directors may designate shall have
charge of, handle, and have access to the property of PRISM.
(d) PRISM shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in
the form specified by the Board of Directors, covering all officers and staff of PRISM, and
all officers and staff who are authorized to have charge of, handle, and have access to
property of PRISM.
Page 10 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
ARTICLE 17
RESPONSIBILITIES OF MEMBERS
Members shall have the following responsibilities under this Agreement.
(a) The board of supervisors of each member county shall appoint a representative and one
alternate representative to the Board of Directors, pursuant to Article 7.
(b) Each member shall appoint an officer or employee of the member to be responsible for
the risk management function for that member and to serve as a liaison between the
member and PRISM for all matters relating to risk management.
(c) Each member shall maintain an active risk control program, and shall consider and act
upon all recommendations of PRISM concerning the reduction of unsafe practices.
(d) Each member shall maintain its own claims and loss records in each category of liability
covered by an insurance program of PRISM in which the member is a participant, and
shall provide copies of such records to PRISM as directed by the Board of Directors or
Executive Committee, or to such other committee as directed by the Board of Directors
or Executive Committee.
(e) Each member shall pay premiums and premium surcharges due to PRISM as required
under Article 14. Penalties for late payment of such premiums and/or premium
surcharges shall be as determined and assessed by the Board of Directors. After
withdrawal, cancellation, or termination action under Articles 20, 21, or 23, each member
shall pay promptly to PRISM any additional premiums due, as determined and assessed
by the Board of Directors under Articles 22 or 23. Any costs incurred by PRISM
associated with the collection of such premiums or other charges, shall be recoverable
by PRISM.
(f) Each member shall provide PRISM such other information or assistance as may be
necessary for PRISM to develop and implement insurance programs under this
Agreement.
(g) Each member shall cooperate with and assist PRISM, and any insurer of PRISM, in all
matters relating to this Agreement, and shall comply with all Bylaws, and other rules by
the Board of Directors.
(h) Each member shall have such other responsibilities as are provided elsewhere in this
Agreement, and as are established by the Board of Directors in order to carry out the
purposes of this Agreement.
ARTICLE 18
ADMINISTRATION OF CLAIMS
(a) Subject to subparagraph (e), each member shall be responsible for the investigation,
settlement or defense, and appeal of any claim made, suit brought, or proceeding
instituted against the member arising out of a loss.
(b) PRISM may develop standards for the administration of claims for each insurance
program of PRISM so as to permit oversight of the administration of claims by the
members.
(c) Each participating member shall give PRISM timely written notice of claims in
accordance with the provisions of the Bylaws and the applicable program Memorandum
of Coverage.
Page 11 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
(d) A member shall not enter into any settlement involving liability of PRISM without the
advance written consent of PRISM.
(e) PRISM, at its own election and expense, shall have the right to participate with a member
in the settlement, defense, or appeal of any claim, suit or proceeding, which, in the
judgment of PRISM, may involve liability of PRISM.
ARTICLE 19
NEW MEMBERS
Any California public entity may become a party to this Agreement and participate in any
insurance program in which it is not presently participating upon approval of the Board of Directors, by a
majority vote of the members, or by majority vote of the Executive Committee.
ARTICLE 20
WITHDRAWAL
(a) A member may withdraw as a party to this Agreement upon thirty (30) days advance
written notice to PRISM if it has never become a participant in any insurance program
pursuant to Article 14, or if it has previously withdrawn from all insurance programs in
which it was a participant.
(b) After becoming a participant in an insurance program, a member may withdraw from that
program only at the end of a policy year for the program, and only if it gives PRISM at
least sixty (60) days advance written notice of such action.
ARTICLE 21
CANCELLATION
(a) Notwithstanding the provisions of Article 20, the Board of Directors may:
(1) Cancel any member from this Agreement and membership in PRISM, on a
majority vote of the Board of Directors members. Such action shall have the
effect of canceling the member's participation in all insurance programs of
PRISM as of the date that all membership is canceled.
(2) Cancel any member's participation in an insurance program of PRISM, without
canceling the member's membership in PRISM or participation in other
programs, on a vote of two-thirds of the Board of Directors members present and
voting who represent participants in the program.
The Board of Directors shall give sixty (60) days advance written notice of the
effective date of any cancellation under the foregoing provisions. Upon such
effective date, the member shall be treated the same as if it had voluntarily
withdrawn from this Agreement, or from the insurance program, as the case may
be.
(b) Except as otherwise provided in a program Memorandum of Understanding, a member
that does not enter one or more of the insurance programs developed and implemented
by PRISM within the member's first year as a member of PRISM shall be considered to
have withdrawn as a party to this Agreement at the end of such period, and its
membership in PRISM shall be automatically canceled as of that time, without action of
the Board of Directors.
(c) A member which withdraws from all insurance programs of PRISM in which it was a
participant and does not enter any program for a period of six (6) months thereafter shall
be considered to have withdrawn as a party to the Agreement at the end of such period,
and its membership in PRISM shall be automatically canceled as of that time, without
action of the Board of Directors.
Page 12 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
ARTICLE 22
EFFECT OF WITHDRAWAL OR CANCELLATION
(a) If a member's participation in an insurance program of PRISM is canceled under Article
21, with or without cancellation of membership in PRISM, and such cancellation is
effective before the end of the policy year for that program, PRISM shall promptly
determine and return to that member the amount of any unearned premium payment
from the member for the policy year, such amount to be computed on a pro -rata basis
from the effective date of cancellation.
(b) Except as provided in (a) above or as otherwise provided in a program Memorandum of
Understanding, a member which withdraws or is canceled from this Agreement and
membership in PRISM, or from any program of PRISM, shall not be entitled to the return
of any premium or other payment to PRISM, or of any property contributed to PRISM.
However, in the event of termination of this Agreement, such member may share in the
distribution of assets of PRISM to the extent provided in Article 23 provided; however,
that any withdrawn or canceled member, which has been assessed a premium surcharge
pursuant to Article 14 (b) (3) (ii) shall be entitled to return of said member's unused
surcharge, plus interest accrued thereon, at such time as the Board of Directors declares
that a surplus exists in any insurance fund for which a premium surcharge was assessed.
(c) Except as provided in (d) below, a member shall pay any premium charges, which the
Board of Directors determines are due from the member for losses and costs incurred
during the entire coverage year in which the member was a participant in such program
regardless of the date of entry into such program. Such charges may include any
deficiency in a premium previously paid by the member, as determined by audit under
Article 14 (b) (2); any premium surcharge assessed to the member under Article 14 (b)
(3); and any additional amount of premium, which the Board of Directors determines to
be due from the member upon final disposition of all claims arising from losses under the
program during the entire coverage year in which the member was a participant
regardless of date of entry into such program. Any such premium charges shall be
payable by the member in accordance with PRISM's invoice and payment policy.
(d) Those members that have withdrawn or been canceled pursuant to Articles 20 and 21
from any program of PRISM during a coverage year shall pay any premium charges
which the Board of Directors determines are due from the members for losses and costs
which were incurred during the member's participation in any program.
ARTICLE 23
TERMINATION AND DISTRIBUTION OF ASSETS
(a) A three -fourths vote of the total voting membership of PRISM, consisting of member
counties, acting through their boards of supervisors, and the voting Board of Directors
members from the member public entities, is required to terminate this Agreement;
provided; however, that this Agreement and PRISM shall continue to exist after such
election for the purpose of disposing of all claims, distributing all assets, and performing
all other functions necessary to conclude the affairs of PRISM.
(b) Upon termination of this Agreement, all assets of PRISM in each insurance program shall
be distributed among those members which participated in that program in proportion to
their cash contributions, including premiums paid and property contributed (at market
value when contributed). The Board of Directors shall determine such distribution within
six (6) months after disposal of the last pending claim or other liability covered by the
program.
(c) Following termination of this Agreement, any member which was a participant in an
insurance program of PRISM shall pay any additional amount of premium, determined by
the Board of Directors in accordance with a loss allocation formula, which may be
Page 13 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
necessary to enable final disposition of all claims arising from losses under that program
during the entire coverage year in which the member was a participant regardless of the
date of entry into such program.
ARTICLE 24
LIABILITY OF BOARD OF DIRECTORS, OFFICERS, COMMITTEE MEMBERS
AND LEGAL ADVISORS
The members of the Board of Directors, Officers, committee members and legal advisors to any
Board of Directors or committees of PRISM shall use ordinary care and reasonable diligence in the
exercise of their powers and in the performance of their duties pursuant to this Agreement. They shall
not be liable for any mistake of judgment or any 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, nor for loss incurred through investment of PRISM funds, or failure to invest.
No Director, Officer, committee member, or legal advisor to any Board of Directors or committee
shall be responsible for any action taken or omitted by any other Director, Officer, committee member, or
legal advisor to any committee. No Director, Officer, committee member or legal advisor to any
committee shall be required to give a bond or other security to guarantee the faithful performance of their
duties pursuant to this Agreement.
The funds of PRISM shall be used to defend, indemnify and hold harmless PRISM and any
Director, Officer, committee member or legal advisor to any committee for their actions taken within the
scope of the authority of PRISM. Nothing herein shall limit the right of PRISM to purchase insurance to
provide such coverage, as is hereinabove set forth.
ARTICLE 25
BYLAWS
The Board of Directors may adopt Bylaws consistent with this Agreement, which shall provide for
the administration and management of PRISM.
ARTICLE 26
NOTICES
PRISM shall address notices, billings and other communications to a member as directed by the
member. Each member shall provide PRISM with the address to which communications are to be sent.
Members shall address notices and other communications to PRISM to the Chief Executive Officer of
PRISM, at the office address of PRISM as set forth in the Bylaws.
ARTICLE 27
AMENDMENT
A two-thirds vote of the total voting membership of PRISM, consisting of member counties, acting
through their boards of supervisors, and the voting Board of Directors members from member public
entities, is required to amend this Agreement. However, the Executive Committee is authorized to make
non -substantive, clerical amendments to the Agreement and does not need to obtain approval from the
Board of Directors to make such amendments.
ARTICLE 28
EFFECTIVE DATE OF AMENDMENTS
Any amendment of this Agreement shall become effective upon the date specified by the Board
of Directors and upon approval of any Amended Agreement as required in Article 27. Approval of any
amendment by the voting boards of supervisors and public entity board members must take place no
later than 30 days from the effective date specified by the Board of Directors.
Page 14 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
ARTICLE 29
PROHIBITION AGAINST ASSIGNMENT
No member may assign any right, claim or interest it may have under this Agreement, and no
creditor, assignee or third party beneficiary of any member shall have any right, claim or title to any part,
share, interest, fund, premium or asset of PRISM.
ARTICLE 30
AGREEMENT COMPLETE
This Agreement constitutes the full and complete Agreement of the parties.
ARTICLE 31
DISPUTE RESOLUTION
When a dispute arises between PRISM and a member, the following procedures are to be
followed:
(a) Request for Reconsideration. The member will make a written request to PRISM for the
appropriate Committee to reconsider their position, citing the arguments in favor of the
member and any applicable case law that applies. The member can also, request a
personal presentation to that Committee, if it so desires.
(b) Committee Appeal. The committee responsible for the program or having jurisdiction
over the decision in question will review the matter and reconsider PRISM's position.
This committee appeal process is an opportunity for both sides to discuss and
substantiate their positions based upon legal arguments and the most complete
information available. If the member requesting reconsideration is represented on the
committee having jurisdiction, that committee member shall be deemed to have a conflict
and shall be excluded from any vote.
(c) Executive Committee Appeal. If the member is not satisfied with the outcome of the
committee appeal, the matter will be brought to the Executive Committee for
reconsideration upon request of the member. If the member requesting reconsideration
is represented on the Executive Committee, that Executive Committee member shall be
deemed to have a conflict and shall be excluded from any vote.
(d) Arbitration. If the member is not satisfied with the outcome of the Executive Committee
appeal, the next step in the appeal process is arbitration. The arbitration, whether
binding or non -binding, is to be mutually agreed upon by the parties. The matter will be
submitted to a mutually agreed arbitrator or panel of arbitrators for a determination. If
Binding Arbitration is selected, then the decision of the arbitrator is final. Both sides
agree to abide by the decision of the arbitrator. The cost of arbitration will be shared
equally by the involved member and PRISM.
(e) Litigation. If, after following the dispute resolution procedure paragraphs a -d, either party
is not satisfied with the outcome of the non -binding arbitration process, either party may
consider litigation as a possible remedy to the dispute.
ARTICLE 32
FILING WITH SECRETARY OF STATE
The Chief Executive Officer of PRISM shall file a notice of this Agreement with the office of
California Secretary of State within 30 days of its effective date, as required by Government Code Section
6503.5 and within 70 days of its effective date as required by Government Code Section 53051.
Page 15 of 16
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
IN WITNESS WHEREOF, the undersigned party hereto has executed this Agreement on the date
indicated below.
DATE: MEMBER:
(Print Name of Member)
BY:
(Authorized signature of Member)
Seal:
Page 16 of 16
EXHIBIT B
Adopted: October 26, 2009
Last Amended: April 9, 2019
MEMORANDUM OF UNDERSTANDING
DENTAL PROGRAM
This Memorandum of Understanding (hereinafter "Memorandum") is entered into by and
between the Public Risk Innovation, Solutions, and Management (hereinafter "PRISM")
and the participating members of the Dental Program (hereinafter "Members") that are
signatories to this Memorandum.
1. CREATION OF THE PROGRAM. There is hereby created by this Memorandum
the Dental Program (hereinafter "Program").
2. JOINT POWERS AGREEMENT. Except as otherwise provided herein, all terms
used herein shall be as defined in Article 1 of the Joint Powers Agreement
Creating PRISM (hereinafter "Agreement"), and all other provisions of the
Agreement not in conflict with this Memorandum shall be applicable.
3. PROGRAM COVERAGE SEGMENTS. The Program is formed for the purpose
of establishing dental coverage under the following Program coverage segments:
a. Self -Insured Segment
b. Fixed -Rate Preferred Provider Organization (PPO) Pooled Segment
c. Fully -Insured Dental Health Maintenance Organization (DHMO)
Segment
4. PROGRAM COMMITTEE. The Employee Benefits Committee (hereinafter
"Committee") shall consist of nine (9) members. Except as otherwise provided
herein, said Committee shall have full authority to determine all matters affecting
the Program and its Members, including but not limited to, approval of new
Members, premium/rate setting, addition of new Program segments and/or
services, claims review, and amending the Memorandum. A majority of members
of the Committee must be Members of the Program.
A majority of the members of the Committee shall constitute a quorum for the
transaction of business. All actions of the Committee shall require the affirmative
vote of a majority of the members of the Committee.
Except as otherwise provided herein, the Committee shall be authorized to do
such acts as are reasonably necessary to further the purposes of this
Memorandum and implement its provisions. The Committee may delegate any
or all of this authority as deemed appropriate.
The Committee, when necessary to fulfill the purposes of this Memorandum, shall
meet at the call of the Chair of the Committee as provided in Article 12 of the
Agreement and Article VI of the Bylaws of PRISM (hereinafter referred to as the
"Bylaws"). Any meeting of the Committee shall be subject to the applicable
EXHIBIT B
Dental Program Adopted: October 26, 2009
Memorandum of Understanding Last Amended: April 9, 2019
provisions of Government Code §54950 et seq., commonly known as the "Brown
Act.
11
5. PREMIUM. Participating Member rates/premiums shall be established by Delta
Dental of California (hereinafter "Delta Dental") in consultation with the Program
underwriters, actuaries, and the Committee. The participating Members, in
accordance with the Program premium provisions of Article 14 of the Agreement,
shall be assessed an annual premium for the purpose of funding the Program in
which they participate. Premiums will vary based on Member segment
participation, benefit plan coverage, Member employee/retiree participation, and
claims experience.
6. MEMBERSHIP. Membership in the Program consists of participation in one or
more of the following:
a. A "Self -Insured" Member is defined as a Member who participates in the
group purchase Program for administrative services only and is fully
responsible for their own dental program; and/or
b. A "Fixed -Rate PPO" Member is defined as a Member who joins the
Program and is part of the self -insured Fixed -Rate PPO pool; and/or
c. A "Fully -Insured DHMO" Member is defined as a Member who joins the
Program and is part of the fully insured DHMO pool.
7. PROGRAM PARTICIPATION. Adoption of this Memorandum by a Member
allows for participation in the Program. Participation in the Program may be in one
or more of the following segments; the Self -Insured Pool, the Fixed -Rate PPO
Pool, and/or the DHMO pool. A Member shall be entitled to participate in the
Program until they have withdrawn in accordance with the provisions of paragraph
16 of this Memorandum.
8. RENEWALS. All Program renewal rate action will be approved by the Committee
with assistance from Program underwriters, actuaries, and Delta Dental. Fixed -
Rate PPO Pool Members that have Legacy Premium Stabilization Funds (see
paragraph 10.a.) may use those funds to offset renewal rate increases.
9. BILLINGS AND LATE PAYMENTS. Billing dates, payment due dates, and any
late fees and/or penalties will be set by the Committee. All Members will receive
separate notification of any changes in due dates and/or penalty fees at least thirty
(30) days prior to the effective date of any such change.
Notwithstanding any other provisions to the contrary regarding late payment
of invoices or cancellation from a Program, at the discretion of the
Committee, any Member that fails to pay an invoice when due and as billed
may be given a ten (10) day written notice of cancellation.
Page 2 of 5
EXHIBIT B
Dental Program Adopted: October 26, 2009
Memorandum of Understanding Last Amended: April 9, 2019
10. PREMIUM STABILIZATION FUNDS. Premium Stabilization Funds as set forth
apply only to Fixed -Rate PPO segment Members.
a. Legacy Premium Stabilization Fund. Delta Dental Members who are
fully insured with Delta Dental are required to have their stabilization
funds (if any) transferred to PRISM upon entry into the Fixed -Rate PPO
Program segment. These funds will be accounted for individually for the
Member's use. The Member may use their Legacy Premium
Stabilization Funds to buy down their renewal or request a full
disbursement from PRISM. If the Member leaves the Program with a
fund balance remaining, those funds remain in the Program and the
Member has no equity rights to those funds
b. Program Premium Stabilization Fund. The Program Stabilization Fund
shall consist of accumulated excess reserves (in excess of the required
Incurred But Not Reported (IBNR) and Claims Fluctuation Margin (CFM)
requirements) generated by the Program with all years combined on a
go forward basis. The Committee shall have authority to determine the
use of these funds. These funds are not Member specific and they are
separate from the Legacy Premium Stabilization Funds.
11. STABILIZATION INTEREST. Interest generated by both premium stabilization
funds are available for the Committee to use for any purpose, including
administrative fees, rate offsets, or claim payments.
12. DIVIDENDS AND ASSESSMENTS (Applicable to Fixed -Rate PPO Members
Only). Should the Fixed -Rate PPO Program segment not be adequately funded
for any reason, pro -rata assessments to the Members may be utilized to ensure
the approved funding level for applicable policy periods. Any assessments, which
are deemed necessary to ensure approved funding levels, shall be made upon
the approval of the Committee in accordance with the following:
a. Any dividends or assessments shall be based upon the preceding three
(3) years' of percentage of contributions for losses for Fixed -Rate PPO
Pooled Members only.
b. Self -Insured and DHMO segments are not eligible for dividends or
assessments.
13. APPROVAL OF NEW MEMBERS — APPLICATION TO THE PROGRAM. Any
public entity wishing to become a Member of the Program shall make application
to and be approved by a majority vote of the Committee in a manner prescribed
by them. The Committee has developed underwriting guidelines that outline
specific criteria for accepting new Members. Program underwriting guidelines are
available by request to PRISM.
Page3of5
EXHIBIT B
Dental Program Adopted: October 26, 2009
Memorandum of Understanding Last Amended: April 9, 2019
14. COVERAGE DOCUMENTS. Coverage documents shall be issued by Delta
Dental to each individual Member. Coverage shall be governed in accordance
with these documents. Any changes to the benefits, as determined by the
Member, are subject to Delta Dental, Committee, actuarial, and/or other
consultants' pricing requirements.
15. CLAIMS ADMINISTRATION. The Committee shall authorize the retention of the
services of Delta Dental to provide claims services for the Program.
16. WITHDRAWAL. Withdrawal of a Member from the Program shall be as follows:
a. Fixed -Rate PPO and DHMO Pool Members. After becoming a
participant in the Program, a Fixed -Rate PPO and/or DHMO Pool
Member may withdraw from the Program at the end of a policy year only
if they provide PRISM with sixty (60) days written notice prior to the end
of the policy year.
b. Self -Insured Member. After becoming a participant in the Program, a
Self -Insured Member may withdraw from the Program at the end of their
specific policy year by giving PRISM sixty (60) days written notice prior
to the end of their specific policy year.
17. LIASION WITH THE AUTHORITY. Each Member shall maintain staff to act as a
liaison with PRISM and Delta Dental and between the Member and PRISM's and
Delta Dental's designated representative.
18. RESOLUTION OF DISPUTES. The Committee shall first determine any question
or dispute with respect to the rights and obligations of the parties to this
Memorandum; however, all final determinations shall be in accordance with Article
31 of the "Agreement."
19. ADMINISTRATION COSTS. PRISM shall be entitled to assess annual
administration costs associated with the Program. Administrative costs for the
Program shall be determined through PRISM's budget process. The source of
the funds for the Program will be administrative charges, interest earnings, or a
combination of both.
20. COMPLETE AGREEMENT. Except as otherwise provided herein, this
Memorandum constitutes the full and complete agreement of the Members.
21. SEVERABILITY. Should any provision of this Memorandum be judicially
determined to be void or unenforceable, such determination shall not affect any
remaining provision.
Page 4 of 5
EXHIBIT B
Dental Program Adopted: October 26, 2009
Memorandum of Understanding Last Amended: April 9, 2019
22. AMENDMENT OF MEMORANDUM. This Memorandum may be amended by a
majority vote of the Committee upon ninety (90) days advance written notice of
the proposed amendments to the Members and county counsels. Each Member
shall approve of any amendment by signature on the Memorandum by a
Member's designated representative, or alternate, who shall have authority to
execute this Memorandum. Should a Member of the Program fail to execute any
amendment to this Memorandum within the time provided by the Committee, the
Member will be deemed to have withdrawn from the Program on the next annual
renewal date.
23. EFFECTIVE DATE OF AGREEMENT. This Memorandum shall become effective
on the first effective date of coverage for the Member, or upon approval by the
Employee Benefits Committee of any amendment, whichever is later.
24. EXECUTION IN COUNTERPARTS. This Memorandum may be executed in
several counterparts, each of which shall be an original, all of which shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed the Memorandum as
of the date set forth below.
Dated: 4/9/19
Dated:
Public Risk Innoova on, Solu 'ons, and Management
Michael Fleming,Chi utive Officer
Name (printed)
Signature
Member Entity
Page 5 of 5
JPA, PRISM Amended: June 30, 2020
Page 1 of 16
Adopted: October 5, 1979
Amended: May 12, 1980
Amended: January 23, 1987
Amended: October 7, 1988
Amended: March 1993
Amended: November 18, 1996
Amended: October 4, 2005
Amended: February 28, 2006
Amended: June 30, 2020
JOINT POWERS AGREEMENT
PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT
This Agreement is executed in the State of California by and among those counties and public
entities organized and existing under the Constitution of the State of California , which are parties
signatory to this Agreement. Public Risk Innovation, Solutions, and Management (referred to herein as
PRISM), formerly known as CSAC Excess Insurance Authority, was formed under the sponsorship of
CSAC. California counties, hereinafter called member counties, and public entities, hereinafter called
member public entities, (collectively “members”) shall be listed in Appendix A, which shall be attached
hereto and made a part hereof.
RECITALS
WHEREAS, Article 1, Chapter 5, Division 7, Title 1 o f the California Government Code (Section
6500 et seq.) permits two or more public agencies by agreement to exercise jointly powers common to
the contracting parties; and
WHEREAS, Article 16, Section 6 of the California Constitution provides that insurance pooling
arrangements under joint exercise of power agreements shall not be considered the giving or lending of
credit as prohibited therein; and
WHEREAS, California Government Code Section 990.4 provides that a local public entity may
self-insure, purchase insurance through an authorized carrier, or purchase insurance through a surplus
line broker, or any combination of these; and
WHEREAS, pursuant to California Government Code Section 990.6, the cost of insurance
provided by a local public entity is a proper charge against the local public entity; and
WHEREAS, California Government Code Section 990.8 provides that two or more local entities
may, by a joint powers agreement, provide insurance for any purpose by any one or more of the methods
specified in Government Code Section 990.4 and such pooling of self -insured claims or losses is not
considered insurance nor subject to regulation under the Insurance Code; and
WHEREAS, the counties and public entities executing this Agreement desire to join to gether for
the purpose of jointly funding and/or establishing excess and other insurance programs as determined;
NOW THEREFORE, the parties agree as follows:
ARTICLE 1
DEFINITIONS
“CSAC" shall mean the County Supervisors Association of California, dba California State
Association of Counties.
"Board of Directors" or "Board" shall mean the governing body of PRISM.
"Claim" shall mean a claim made against a member arising out of an occurrence , which is
covered by an excess or primary insurance program of PRISM in which the member is a participant.
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 2 of 16
"Executive Committee" shall mean the Executive Committee of the Board of Directors of
PRISM.
"Fiscal year" shall mean that period of twelve months which is established by the Board of
Directors as the fiscal year of PRISM.
"Government Code" shall mean the California Government Code.
“Insurance program” or “program” shall mean a program which has been designated as a
major program of PRISM under which participating members are protected against designated losses,
either through joint purchase of primary or excess insurance, pooling of self -insured claims or losses,
purchased insurance or any other combination as determined by the Board of Directors. The Board of
Directors, the Executive Committee, or a program’s governing committee may determine applicable
criteria for determining eligibility in any insurance program, as well as establishing program policies and
procedures.
"Joint powers law" shall mean Article 1, Chapter 5, Division 7, Title 1 (commencing with Section
6500) of the Government Code.
"Loss" shall mean a liability or potential liability of a member, including litigation expenses,
attorneys' fees and other costs, which is covered by an insurance program of PRISM in which the
member is a participant.
"Member county" shall mean any county in the State of California which has executed this
Agreement and become a member of PRISM. "Member County" shall also include those entities or other
bodies set forth in Article 3 (c).
“Member Public Entity” shall mean any California public entity, which is not a California county,
which has executed this Agreement, and become a member of PRISM, “Member Public Entity” shall also
include those entities or other bodies set forth in Article 3(c).
“Miscellaneous Program” is an insurance program of PRISM that does not involve pooling of
self-insured claims or losses and may be made available to members as well as non -member public
entities that are not a party to this Agreement.
"Occurrence" shall mean an event which is more fully defined in the memorandums of coverage
and/or policies of an insurance program in which the participating county or participating public entity is a
member.
"Participating county" shall mean any member county which has entered into a program
offered by PRISM pursuant to Article 14 of this Agreement and has not withdrawn or been canceled
therefrom pursuant to Articles 20 or 21.
“Participating public entity” shall mean any member public entity which has entered into a
program offered by PRISM pursuant to Article 14 of this Agreement and has not withdrawn or been
canceled therefrom pursuant to Articles 20 or 21.
"Self-insured retention" shall mean that portion of a loss resulting from an occurrence
experienced by a member, which is retained as a liability or potential liability of the member and is not
subject to payment by PRISM.
"Reinsurance" shall mean insurance purchased by PRISM as part of an insurance program to
cover that portion of any loss, which exceeds the joint funding capacity of that program.
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 3 of 16
ARTICLE 2
PURPOSES
This Agreement is entered into by the member counties and member public entities in order to
jointly develop and fund insurance programs as determined. Such programs may include, but are not
limited to, the creation of joint insurance funds, including primary and excess insurance funds, the pooling
of self-insured claims and losses, purchased insurance, including reinsurance, and the provision of
necessary administrative services. Such administrative services may include, but shall not be limited to,
risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting,
claims adjusting, and legal defense services.
ARTICLE 3
PARTIES TO AGREEMENT
(a) There shall be two classes of membership of the parties pursuant to this Agreement
consisting of one class designated as Member Counties and another class designated as
Member Public Entities.
(b) Each member county and member public entity, as a party to this Agreement, certif ies
that it intends to and does contract with all other members as parties to this Agreement
and, with such other members as may later be added as parties to this Agreement
pursuant to Article 19 as to all programs of which it is a participating member. E ach
member also certifies that the removal of any party from this Agreement, pursuant to
Articles 20 or 21, shall not affect this Agreement or the member’s obligations hereunder.
(c) A member for purposes of providing insurance coverage under any program of PRISM,
may contract on behalf of, and shall be deemed to include:
Any public entity as defined in Government Code § 811.2 which the member requests to
be added and from the time that such request is approved by the Executive Committee of
PRISM.
Any nonprofit entity, including a nonprofit public benefit corporation formed pursuant to
Corporations Code §§ 5111, 5120 and, 5065, which the member requests to be added
and from the time that such request is approved by the Executive Committee.
(d) Any public entity or nonprofit so added shall be subject to and included under the
member’s SIR or deductible, and when so added, may be subject to such other terms
and conditions as determined by the Executive Committee.
(e) Such public entity or nonprofit shall not be considered a separate party to this
Agreement. Any public entity or nonprofit so added, shall not affect the member’s
representation on the Board of Directors and shall be considered part of and represented
by the member for all purposes under this Agreement.
(f) The Executive Committee shall establish guidelines for approval of any public entity or
nonprofit so added in accordance with Article 3(c) and (d).
(g) Should any conflict arise between the provisions of this Article and any applicable
Memorandum of Coverage or other document evidencing coverage, such Memorandum
of Coverage or other document evidencing coverage shall prevail.
ARTICLE 4
TERM
This Agreement shall continue in effect until terminated as provided herein.
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 4 of 16
ARTICLE 5
CREATION OF PRISM
Pursuant to the joint powers law, there is hereby created a public entity separate and apart from
the parties hereto, to be known as Public Risk Innovation, Solutions, and Management (“PRISM”), with
such powers as are hereinafter set forth.
ARTICLE 6
POWERS OF PRISM
PRISM shall have all of the powers common to General Law counties in California, such as
Alpine County and all additional powers set forth in the joint powers law, and is hereby authorized to do
all acts necessary for the exercise of said po wers. Such powers include, but are not limited to, the
following:
(a) To make and enter into contracts.
(b) To incur debts, liabilities, and obligations.
(c) To acquire, hold, or dispose of property, contributions and donations of property, funds,
services, and other forms of assistance from persons, firms, corporations, and
government entities.
(d) To sue and be sued in its own name, and to settle any claim against it.
(e) To receive and use contributions and advances from members as provided in
Government Code Section 6504, including contributions or advances of personnel,
equipment, or property.
(f) To invest any money in its treasury that is not required for its immediate necessities,
pursuant to Government Code Section 6509.5.
(g) To allow non-member public entities and non-member counties to participate in
Miscellaneous Programs and for risk management services to be provided to non-
member counties and non-member public entities including out-of-state participants in a
PRISM program.
(h) To carry out all provisions of this Agreement.
Said powers shall be exercised pursuant to the terms hereof and in the manner provided by law.
ARTICLE 7
BOARD OF DIRECTORS
PRISM shall be governed by the Board of Directors, which shall be composed as follows:
(a) One director from each member county, appointed by the member county board of
supervisors and serving at the pleasure of that body. Each member county board of
supervisors shall also appoint an alternate director who shall have the authority to attend,
participate in and vote at any meeting of the Board of Directors when the director is
absent. A director or alternate director shall be a county supervisor, other county official,
or staff person of the member county, and upon termination of office or employment with
the county, shall automatically terminate membership or alternate membership on the
Board of Directors.
(b) Ten directors consisting of seven directors and three alternate directors chosen in the
manner specified in the Bylaws from those participating as public entity mem bers. A
director or alternate public entity director shall be an official, or staff person of the public
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 5 of 16
entity member, and upon termination of office or employment with the public entity, shall
automatically terminate membership or alternate membership on the Board of Directors.
(c) Member county directors shall consist of a minimum of 80% of the eligible voting
members on the Board of Directors. The public entity member directors shall be reduced
accordingly to ensure at least 80% of the Board of Directors consists of county director
members (By way of example, if the number of county members is reduced from the
current 54 by member withdrawals to a level of 28, then county members would be at the
80% level, 28/35. If the county members go to 27, then the public entity members would
lose one seat and would only have 6 votes).
Any vacancy in a county director or alternate director position shall be filled by the
appointing county's board of supervisors, subject to the Provisions of this Article. Any
vacancy in a public entity director position shall be filled by vote of the public entity
members.
A majority of the membership of the Board of Directors shall constitute a quorum for the
transaction of business. Each member of the Board of Directors shall have one vote.
Except as otherwise provided in this Agreement or any other duly executed agreement of
the members, all actions of the Board of Directors shall require the affirmative vote of a
majority of the members; provided, that any action which is restricted in effect to one of
PRISM's insurance programs, shall require the affirmative vote of a majority of those
Board of Directors members who represent counties and public entities participating in
that program. For purposes of an insurance program vote, to the extent there are public
entity members participating in a program, the public entity Board of Directors members
as a whole shall have a minimum of one vote. The public entity Board of Directors
members may in no event cast more votes than would constitute 20% of the number of
total county members in that program (subject to the one vote minimum). Should the
number of public entity Board of Directors votes authorized herein be less than the
number of public entity Board of Directors members at a duly noticed meeting, the public
entity Board of Directors members shall decide among themselves, which Board of
Directors member shall vote. Should they be unable to decide, the President of PRISM
shall determine which director(s) shall vote.
ARTICLE 8
POWERS OF THE BOARD OF DIRECTORS
The Board of Directors shall have the following powers and functions:
(a) The Board of Directors shall exercise all powers and conduct all business of PRISM,
either directly or by delegation to other bodies or persons unless otherwise prohibited by
this Agreement, or any other duly executed agreement of the members or by law.
(b) The Board of Directors may adopt such resolutions as deemed necessary in the exercise
of those powers and duties set forth herein.
(c) The Board of Directors shall form an Executive Committee, as provided in Article 11.
The Board of Directors may delegate to the Executive Committee and the Executive
Committee may discharge any powers or duties of the Board of Directors except
adoption of PRISM's annual budget. The powers and duties so delegated shall be
specified in resolutions adopted by the Board.
(d) The Board of Directors may form, as provided in Article 12, such other committees as it
deems appropriate to conduct the business of PRISM. The membership of any such
other committee may consist in whole or in part of persons who are not members of the
Board of Directors.
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 6 of 16
(e) The Board of Directors shall elect the officers of PRISM and shall appoint or employ
necessary staff in accordance with Article 13.
(f) The Board of Directors shall cause to be prepared, and shall review, modify as
necessary, and adopt the annual operating budget of PRISM. Adoption of the budget
may not be delegated.
(g) The Board of Directors shall develop, or cause to be developed, and shall review, modify
as necessary, and adopt each insurance program of PRISM, including all provisions for
reinsurance and administrative services necessary to carry out such program.
(h) The Board of Directors, directly or through the Executive Committee, shall provide for
necessary services to PRISM and to members, by contract or otherwise, which may
include, but shall not be limited to, risk management consulting, loss prevention and
control, centralized loss reporting, actuarial consulting, claim s adjusting, and legal
services.
(i) The Board of Directors shall provide general supervision and policy direction to the Chief
Executive Officer.
(j) The Board of Directors shall receive and act upon reports of the committees and the
Chief Executive Officer.
(k) The Board of Directors shall act upon each claim involving liability of PRISM, directly or
by delegation of authority to the Executive Committee or other committee, body or
person, provided, that the Board of Directors shall establish monetary limits upon any
delegation of claims settlement authority, beyond which a proposed settlement must be
referred to the Board of Directors for approval.
(l) The Board of Directors may require that PRISM review, audit, report upon, and make
recommendations with regard to the safety or claims administration functions of any
member, insofar as those functions affect the liability or potential liability of PRISM. The
Board of Directors may forward any or all such recommendations to the member with a
request for compliance and a statement of potential consequences for noncompliance.
(m) The Board of Directors shall receive, review and act upon periodic reports and audits of
the funds of PRISM, as required under Articles 15 and 16 of this Agreement.
(n) The Board of Directors may, upon consultation with a casualty actuary, declare that any
funds established for any program has a surplus of funds and determine a formula to
return such surplus to the participating counties and participating public entities, which
have contributed, to such fund.
(o) The Board of Directors shall have such other powers and duties as are reasonably
necessary to carry out the purposes of PRISM.
ARTICLE 9
MEETINGS OF THE BOARD OF DIRECTORS
(a) The Board of Directors shall hold at least one regular meeting each year and shall
provide for such other regular meetings and for such special meetings as it deems
necessary.
(b) The Chief Executive Officer of PRISM shall provide for the keeping of minutes of regular
and special meetings of the Board of Directors, and shall provide a copy of the minutes
to each member of the Board of Directors at the next scheduled meeting.
(c) All meetings of the Board of Directors, the Executive Committee and such committees as
established by the Board of Directors pursuant to Article 12 herein, shall be call ed,
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 7 of 16
noticed, held and conducted in accordance with the provisions of Government Code
Section 54950 et seq.
ARTICLE 10
OFFICERS
The Board of Directors shall elect from its membership a President and Vice President of the
Board, to serve for one-year terms.
The President, or in his or her absence, the Vice President, shall preside at and conduct all
meetings of the Board of Directors and shall chair the Executive Committee.
ARTICLE 11
EXECUTIVE COMMITTEE
The Board of Directors shall establish an Executive Committee of the Board of Directors, which
shall consist of eleven members: the President and Vice President of the Board of Directors, and nine
members elected by the Board of Directors from its membership.
The terms of office of the nine non-officer members shall be as provided in the Bylaws of PRISM.
The Executive Committee shall conduct the business of PRISM between meetings of the Board
of Directors, exercising all those powers as provided for in Article 8, or as otherwise delegated to it by the
Board.
ARTICLE 12
COMMITTEES
The Board of Directors may establish committees, as it deems appropriate to conduct the
business of PRISM. Members of the committees shall be appointed by the Board of Directors, to serve
two year terms, subject to reappointment by the Board of Directors. The members of each committee
shall annually select one of their members to chair the Committee.
Each committee shall be composed of at least five members and shall have those duties as
determined by the Board of Directors, or as otherwise set forth in the Bylaws.
Each committee shall meet on the call of its chair, and shall report to the Executive Committee
and the Board of Directors as directed by the Board of Directors.
ARTICLE 13
STAFF
(a) Principal Staff. The Chief Executive Officer shall be appointed by and serve at the
pleasure of the Board of Directors. The Chief Executive Officer shall serve as the Board
Secretary and administer the business and activities of PRISM, subject to the general
supervision and policy direction of the Board of Directors and Executive Committee; shall
be responsible for all minutes, notices and records of PRISM and shall perform such
other duties as are assigned by the Board and Executive Committee.
(b) Treasurer and Auditor. Pursuant to Government Code Section 6505.6, the Chief
Financial Officer shall serve as the Treasurer/Auditor. The duties of the Treasurer are
set forth in Article 16 of this Agreement. The Chief Financial Officer shall draw warrants
to pay demands against PRISM. The Chief Financial Officer shall comply with the
provisions of Government Code Section 6505.5 (a-d) and shall be appointed by and
serve at the pleasure of the Chief Executive Officer.
(c) Other Staff. The Board of Directors, Executive Committee or Chief Executive Officer
shall provide for the appointment of such other staff as may be necessary for the
administration of PRISM.
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 8 of 16
ARTICLE 14
DEVELOPMENT, FUNDING AND IMPLEMENTATION
OF INSURANCE PROGRAMS
(a) Program Coverage. Insurance programs of PRISM may provide coverage, including
excess insurance coverage for:
(1) Workers' compensation;
(2) Comprehensive liability, including but not limited to general, personal injury,
contractual, public officials errors and omissions, and incidental malpractice
liability;
(3) Comprehensive automobile liability;
(4) Hospital malpractice liability;
(5) Property and related programs;
and may provide any other coverages authorized by the Board of Directors. The Board of
Directors shall determine, for each such program, a minimum number of participants required for
program implementation and may develop specific program coverages requiring detailed
agreements for implementation of the above programs.
(b) Program and PRISM Funding. The members developing or participating in an
insurance program shall fund all costs of that program, including administrative costs, as
hereinafter provided. Costs of staffing and supporting PRISM, hereinafter called PRISM
general expenses, shall be equitably allocated among the various programs by the Board
of Directors, and shall be funded by the members developing or participating in such
programs in accordance with such allocations, as hereinafter provided. In addition, the
Board of Directors may, in its discretion, allocate a share of such PRISM general
expense to those members, which are not developing or participating in any program,
and require those counties and public entities to fund such share through a prescribed
charge.
(1) Annual Premium. Except as provided in (2) below, all post-development costs
of an insurance program shall be funded by annual premiums charged to the
members participating in the program each policy year, and by interest earnings
on the funds so accumulated. Such premiums shall be determined by the Board
of Directors or the program’s governing committee upon the basis of a cost
allocation plan and rating formula developed by PRISM with the assistance of a
casualty actuary, risk management consultant, or other qualified person. The
premium for each participating member shall include that participant’s share of
expected program losses including a margin for contingencies as determined by
the Board of Directors, program reinsurance costs, and program administrative
costs for the year, plus that participant’s share of PRISM general expense
allocated to the program by the Board of Directors.
(2) Premium Surcharge
(i) If PRISM experiences an unusually large number of losses under a
program during a policy year, such that notwithstanding reinsurance
coverage for large individual losses, the joint insurance funds for the
program may be exhausted before the next annual premiums are due,
the Board of Directors or the program’s governing committee may, upon
consultation with a casualty actuary, impose premium surcharges on all
participating members; or
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
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(ii) If it is determined by the Board of Directors or the program’s governing
committee, upon consultation with a casualty actuary, that the joint
insurance funds for a program are insufficient to pay losses, fund known
estimated losses, and fund estimated losses, which have been incurred
but not reported, the Board of Directors or the program’s governing
committee may impose a surcharge on all participating members.
(iii) Premium surcharges imposed pursuant to (i) and/or (ii) ab ove shall be in
an amount which will assure adequate funds for the program to be
actuarially sound; provided that the surcharge to any participating
member shall not exceed an amount equal to three (3) times the
member’s annual premium for that year, unless otherwise determined by
the Board of Directors or the program’s governing committee.
Provided, however, that no premium surcharge in excess of three times
the member’s annual premium for that year may be assessed unless,
ninety days prior to the Board of Directors taking action to determine the
amount of the surcharge, PRISM notifies the governing body of each
participating member in writing of its recommendations regarding its
intent to assess a premium surcharge and the amount recommended to
be assessed each member. PRISM shall, concurrently with the written
notification, provide each participating member with a copy of the
actuarial study upon which the recommended premium surcharge is
based.
(iv) A member which is no longer a participating member at the time the
premium surcharge is assessed, but which was a participating member
during the policy year(s) for which the premium surcharge was
assessed, shall pay such premium surcharges as it would have
otherwise been assessed in accordance with the provisions of (i), (ii),
and (iii) above.
(c) Program Implementation and Effective Date. Upon establishment of an insurance
program by the Board of Directors, PRISM shall determine the manner of program
implementation and shall give written notice to all members of such program, which shall
include, but not be limited to: program participation levels, coverages and terms of
coverage of the program, estimates of first year premium charges, effective date of the
program (or estimated effective date) and such other program provisions as deemed
appropriate.
(d) Late Entry Into Program. A member which does not elect to enter an insurance
program upon its implementation, pursuant to (c) above, or a county or public entity
which becomes a party to this Agreement following implementation of the program, may
petition the Board of Directors for late entry into the program. Such request may be
granted upon a majority vote of the Board of Directors members, plus a majority vote of
those board members who represent participants in the program. Alternatively, a county
or public entity may petition the Executive Committee for late entry into the program , or a
program committee, when authorized by an MOU governing that specific program, may
approve late entry into that program. Such request may be granted upon a majority vote
of the Executive Committee or program committee.
(e) Reentry Into A Program. Except as otherwise provided in a Program Memorandum of
Understanding, any county or public entity that is a member of an insurance program of
PRISM who withdraws or is cancelled from an insurance program under Articles 21 and
22, may not reenter such insurance program for a period of three years from the effective
date of withdrawal or cancellation.
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 10 of 16
ARTICLE 15
ACCOUNTS AND RECORDS
(a) Annual Budget. PRISM shall annually adopt an operating budget pursuant to Article 8
of this Agreement, which shall include a separate budget for each insurance program
under development or adopted and implemented by PRISM.
(b) Funds and Accounts. The Auditor of PRISM shall establish and maintain such funds
and accounts as may be required by good accounting practices and by the Board of
Directors. Separate accounts shall be established and maintained for each insurance
program under development or adopted and implemented by PRISM. Books and
records of PRISM in the hands of the Auditor shall be open to inspection at all
reasonable times by authorized representatives of members.
PRISM shall adhere to the standard of strict accountability for funds set forth in
Government Code Section 6505.
(c) Auditor's Report. The Auditor, within one hundred and eighty (180) days after the close
of each fiscal year, shall give a complete written report of all financial activities for such
fiscal year to the Board and to each member.
(d) Annual Audit. Pursuant to Government Code Section 6505, PRISM shall either make or
contract with a certified public accountant to make an annual fiscal year audit of all
accounts and records of PRISM, conforming in all respects with the requirements of that
section. A report of the audit shall be filed as a public record with each of the members
and also with the county auditor of the county where the home office of PRISM is located
and shall be sent to any public agency or per son in California that submits a written
request to PRISM. The report shall be filed within six months of the end of the fiscal year
or years under examination. Costs of the audit shall be considered a general expense of
PRISM.
ARTICLE 16
RESPONSIBILITIES FOR FUNDS AND PROPERTY
(a) The Treasurer shall have the custody of and disburse PRISM's funds. He or she may
delegate disbursing authority to such persons as may be authorized by the Board of
Directors to perform that function, subject to the requirements of (b) below.
(b) Pursuant to Government Code Section 6505.6, the Treasurer shall:
(1) Receive and acknowledge receipt for all funds of PRISM and place them in the
treasury of the Treasurer to the credit of PRISM.
(2) Be responsible upon his or her official bond for the safekeeping and
disbursements of all PRISM funds so held by him or her.
(3) Pay any sums due from PRISM, as approved for payment by the Board of
Directors or by any body or person to whom the Board of Directors has
delegated approval authority, making such payments from PRISM funds upon
warrants drawn by the Auditor.
(c) Pursuant to Government Code Section 6505.1, the Chief Executive Officer, the
Treasurer, and such other persons as the Board of Directors may designate shall have
charge of, handle, and have access to the property of PRISM.
(d) PRISM shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in
the form specified by the Board of Directors, covering all officers and staff of PRISM, and
all officers and staff who are authorized to have charge of, handle, and have access to
property of PRISM.
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 11 of 16
ARTICLE 17
RESPONSIBILITIES OF MEMBERS
Members shall have the following responsibilities under this Agreement.
(a) The board of supervisors of each member county shall appoint a represen tative and one
alternate representative to the Board of Directors, pursuant to Article 7.
(b) Each member shall appoint an officer or employee of the member to be responsible for
the risk management function for that member and to serve as a liaison between t he
member and PRISM for all matters relating to risk management.
(c) Each member shall maintain an active risk control program, and shall consider and act
upon all recommendations of PRISM concerning the reduction of unsafe practices.
(d) Each member shall maintain its own claims and loss records in each category of liability
covered by an insurance program of PRISM in which the member is a participant, and
shall provide copies of such records to PRISM as directed by the Board of Directors or
Executive Committee, or to such other committee as directed by the Board of Directors
or Executive Committee.
(e) Each member shall pay premiums and premium surcharges due to PRISM as required
under Article 14. Penalties for late payment of such premiums and/or premium
surcharges shall be as determined and assessed by the Board of Directors. After
withdrawal, cancellation, or termination action under Articles 20, 21, or 23, each member
shall pay promptly to PRISM any additional premiums due, as determined and assessed
by the Board of Directors under Articles 22 or 23. Any costs incurred by PRISM
associated with the collection of such premiums or other charges, shall be recoverable
by PRISM.
(f) Each member shall provide PRISM such other information or assistance as may be
necessary for PRISM to develop and implement insurance programs under this
Agreement.
(g) Each member shall cooperate with and assist PRISM, and any insurer of PRISM, in all
matters relating to this Agreement, and shall comply with all Bylaws, and other rules by
the Board of Directors.
(h) Each member shall have such other responsibilities as are provided elsewhere in this
Agreement, and as are established by the Board of Directors in order to carry out the
purposes of this Agreement.
ARTICLE 18
ADMINISTRATION OF CLAIMS
(a) Subject to subparagraph (e), each member shall be responsible for the investigation,
settlement or defense, and appeal of any claim made, suit brought, or proceeding
instituted against the member arising out of a loss.
(b) PRISM may develop standards for the administration of claims for each insurance
program of PRISM so as to permit oversight of the administration of claims by the
members.
(c) Each participating member shall give PRISM timely written notice of claims in
accordance with the provisions of the Bylaws and the applicable program Memorandum
of Coverage.
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 12 of 16
(d) A member shall not enter into any settlement involving liability of PRISM without the
advance written consent of PRISM.
(e) PRISM, at its own election and expense, shall have the right to participate wi th a member
in the settlement, defense, or appeal of any claim, suit or proceeding, which, in the
judgment of PRISM, may involve liability of PRISM.
ARTICLE 19
NEW MEMBERS
Any California public entity may become a party to this Agreement and participate in any
insurance program in which it is not presently participating upon approval of the Board of Directors, by a
majority vote of the members, or by majority vote of the Executive Committee.
ARTICLE 20
WITHDRAWAL
(a) A member may withdraw as a party to this Agreement upon thirty (30) days advance
written notice to PRISM if it has never become a participant in any insurance program
pursuant to Article 14, or if it has previously withdrawn from all insurance programs in
which it was a participant.
(b) After becoming a participant in an insurance program, a member may withdraw from that
program only at the end of a policy year for the program, and only if it gives PRISM at
least sixty (60) days advance written notice of such action.
ARTICLE 21
CANCELLATION
(a) Notwithstanding the provisions of Article 20, the Board of Directors may:
(1) Cancel any member from this Agreement and membership in PRISM, on a
majority vote of the Board of Directors members. Such action shall have the
effect of canceling the member’s participation in all insurance programs of
PRISM as of the date that all membership is canceled.
(2) Cancel any member’s participation in an insurance program of PRISM, without
canceling the member’s membership in PRISM or participation in other
programs, on a vote of two-thirds of the Board of Directors members present and
voting who represent participants in the program.
The Board of Directors shall give sixty (60) days advance written notice of the
effective date of any cancellation under the foregoing provisions. Upon such
effective date, the member shall be treated the same as if it had voluntarily
withdrawn from this Agreement, or from the insurance program, as the case may
be.
(b) Except as otherwise provided in a program Memorandum of Understanding, a member
that does not enter one or more of the insurance programs developed and implemented
by PRISM within the member’s first year as a member of PRISM shall be considered to
have withdrawn as a party to this Agreement at the end of such period, and its
membership in PRISM shall be automatically canceled as of that time, without action of
the Board of Directors.
(c) A member which withdraws from all insurance programs of PRISM in which it was a
participant and does not enter any program for a period of six (6) months th ereafter shall
be considered to have withdrawn as a party to the Agreement at the end of such period,
and its membership in PRISM shall be automatically canceled as of that time, without
action of the Board of Directors.
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 13 of 16
ARTICLE 22
EFFECT OF WITHDRAWAL OR CANCELLATION
(a) If a member’s participation in an insurance program of PRISM is canceled under Article
21, with or without cancellation of membership in PRISM, and such cancellation is
effective before the end of the policy year for that program, PRISM shall promptly
determine and return to that member the amount of any unearned premium payment
from the member for the policy year, such amount to be computed on a pro-rata basis
from the effective date of cancellation.
(b) Except as provided in (a) above or as otherwise provided in a program Memorandum of
Understanding, a member which withdraws or is canceled from this Agreement and
membership in PRISM, or from any program of PRISM, shall not be entitled to the return
of any premium or other payment to PRISM, or of any property contributed to PRISM.
However, in the event of termination of this Agreement, such member may share in the
distribution of assets of PRISM to the extent provided in Article 23 provided; however,
that any withdrawn or canceled member, which has been assessed a premium surcharge
pursuant to Article 14 (b) (3) (ii) shall be entitled to return of said member’s unused
surcharge, plus interest accrued thereon, at such time as the Board of Directors declares
that a surplus exists in any insurance fund for which a premium surcharge was assessed.
(c) Except as provided in (d) below, a member shall pay any premium charges , which the
Board of Directors determines are due from the member for losses and costs incurred
during the entire coverage year in which the member was a participant in such program
regardless of the date of entry into such program. Such charges may include any
deficiency in a premium previously paid by the member, as determined by audit under
Article 14 (b) (2); any premium surcharge as sessed to the member under Article 14 (b)
(3); and any additional amount of premium , which the Board of Directors determines to
be due from the member upon final disposition of all claims arising from losses under the
program during the entire coverage year in which the member was a participant
regardless of date of entry into such program. Any such premium charges shall be
payable by the member in accordance with PRISM's invoice and payment policy.
(d) Those members that have withdrawn or been canceled pursuant to Articles 20 and 21
from any program of PRISM during a coverage year shall pay any premium charges
which the Board of Directors determines are due from the members for losses and costs
which were incurred during the member’s participation in any program.
ARTICLE 23
TERMINATION AND DISTRIBUTION OF ASSETS
(a) A three-fourths vote of the total voting membership of PRISM, consisting of member
counties, acting through their boards of supervisors, and the voting Board of Directors
members from the member public entities, is required to terminate this Agreement;
provided; however, that this Agreement and PRISM shall continue to exist after such
election for the purpose of disposing of all claims, distributing all assets, and performing
all other functions necessary to conclude the affairs of PRISM.
(b) Upon termination of this Agreement, all assets of PRISM in each insurance program shall
be distributed among those members which participated in that program in proportion to
their cash contributions, including premiums paid and property contributed (at market
value when contributed). The Board of Directors shall determine such distribution within
six (6) months after disposal of the last pending claim or other liability covered by the
program.
(c) Following termination of this Agreement, any member which was a participant in an
insurance program of PRISM shall pay any additional amount of premium, determined by
the Board of Directors in accordance with a loss allocation formula, which may be
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 14 of 16
necessary to enable final disposition of all claims arising from losses under that program
during the entire coverage year in which the member was a participant regardless of the
date of entry into such program.
ARTICLE 24
LIABILITY OF BOARD OF DIRECTORS, OFFICERS, COMMITTEE MEMBERS
AND LEGAL ADVISORS
The members of the Board of Directors, Officers, committee members and legal advisors to any
Board of Directors or committees of PRISM shall use ordinary care and reasonable diligence in the
exercise of their powers and in the perform ance of their duties pursuant to this Agreement. They shall
not be liable for any mistake of judgment or any 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 se lected with
reasonable care, nor for loss incurred through investment of PRISM funds, or failure to invest.
No Director, Officer, committee member, or legal advisor to any Board of Directors or committee
shall be responsible for any action taken or omitted by any other Director, Officer, committee member, or
legal advisor to any committee. No Director, Officer, committee member or legal advisor to any
committee shall be required to give a bond or other security to guarantee the faithful performance of th eir
duties pursuant to this Agreement.
The funds of PRISM shall be used to defend, indemnify and hold harmless PRISM and any
Director, Officer, committee member or legal advisor to any committee for their actions taken within the
scope of the authority of PRISM. Nothing herein shall limit the right of PRISM to purchase insurance to
provide such coverage, as is hereinabove set forth.
ARTICLE 25
BYLAWS
The Board of Directors may adopt Bylaws consistent with this Agreement, which shall provide for
the administration and management of PRISM.
ARTICLE 26
NOTICES
PRISM shall address notices, billings and other communications to a member as directed by the
member. Each member shall provide PRISM with the address to which communications are to be sent.
Members shall address notices and other communications to PRISM to the Chief Executive Officer of
PRISM, at the office address of PRISM as set forth in the Bylaws.
ARTICLE 27
AMENDMENT
A two-thirds vote of the total voting membership of PRISM, consisting of member counties, acting
through their boards of supervisors, and the voting Board of Directors members from member public
entities, is required to amend this Agreement. However, the Executive Committee is authorized to make
non-substantive, clerical amendments to the Agreement and does not need to obtain approval from the
Board of Directors to make such amendments.
ARTICLE 28
EFFECTIVE DATE OF AMENDMENTS
Any amendment of this Agreement shall become effective upon the date specified by the Board
of Directors and upon approval of any Amended Agreement as required in Article 27. Approval of any
amendment by the voting boards of supervisors and public entity board members must take place no
later than 30 days from the effective date specified by the Board of Directors.
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 15 of 16
ARTICLE 29
PROHIBITION AGAINST ASSIGNMENT
No member may assign any right, claim or interest it may have under this Agreement, and no
creditor, assignee or third party beneficiary of any member shall have any right, claim or title to any part,
share, interest, fund, premium or asset of PRISM.
ARTICLE 30
AGREEMENT COMPLETE
This Agreement constitutes the full and complete Agreement of the parties.
ARTICLE 31
DISPUTE RESOLUTION
When a dispute arises between PRISM and a member, the following procedures are to be
followed:
(a) Request for Reconsideration. The member will make a written request to PRISM for the
appropriate Committee to reconsider their position, citing the arguments in favor of the
member and any applicable case law that applies. The member can also, request a
personal presentation to that Committee, if it so desires.
(b) Committee Appeal. The committee responsible for the program or having jurisdiction
over the decision in question will review the matter and reconsider PRISM’s position.
This committee appeal process is an opportunity for both sides to discuss and
substantiate their positions based upon legal arguments and the most complete
information available. If the member requesting reconsideration is represented on the
committee having jurisdiction, that committee member shall be deemed to have a conflict
and shall be excluded from any vote.
(c) Executive Committee Appeal. If the member is not satisfied with the outcome of the
committee appeal, the matter will be brought t o the Executive Committee for
reconsideration upon request of the member. If the member requesting reconsideration
is represented on the Executive Committee, that Executive Committee member shall be
deemed to have a conflict and shall be excluded from any vote.
(d) Arbitration. If the member is not satisfied with the outcome of the Executive Committee
appeal, the next step in the appeal process is arbitration. The arbitration, whether
binding or non-binding, is to be mutually agreed upon by the parties. The matter will be
submitted to a mutually agreed arbitrator or panel of arbitrators for a determination. If
Binding Arbitration is selected, then the decision of the arbitrator is final. Both sides
agree to abide by the decision of the arbitrator. The cost of arbitration will be shared
equally by the involved member and PRISM.
(e) Litigation. If, after following the dispute resolution procedure paragraphs a -d, either party
is not satisfied with the outcome of the non-binding arbitration process, either party may
consider litigation as a possible remedy to the dispute.
ARTICLE 32
FILING WITH SECRETARY OF STATE
The Chief Executive Officer of PRISM shall file a notice of this Agreement with the office of
California Secretary of State within 30 days of its ef fective date, as required by Government Code Section
6503.5 and within 70 days of its effective date as required by Government Code Section 53051.
EXHIBIT A
JPA, PRISM Amended: June 30, 2020
Page 16 of 16
IN WITNESS WHEREOF, the undersigned party hereto has executed this Agreement on the date
indicated below.
DATE: ____________________ MEMBER: ___________________________________
(Print Name of Member)
BY: ________________________________________
(Authorized signature of Member)
Seal:
EXHIBIT A
Adopted: October 26, 2009
Last Amended: April 9, 2019
MEMORANDUM OF UNDERSTANDING
DENTAL PROGRAM
This Memorandum of Understanding (hereinafter “Memorandum”) is entered into by and
between the Public Risk Innovation, Solutions, and Management (hereinafter “PRISM”)
and the participating members of the Dental Program (hereinafter “Members”) that are
signatories to this Memorandum.
1.CREATION OF THE PROGRAM. There is hereby created by this Memorandum
the Dental Program (hereinafter “Program”).
2.JOINT POWERS AGREEMENT. Except as otherwise provided herein, all terms
used herein shall be as defined in Article 1 of the Joint Powers Agreement
Creating PRISM (hereinafter “Agreement”), and all other provisions of the
Agreement not in conflict with this Memorandum shall be applicable.
3.PROGRAM COVERAGE SEGMENTS. The Program is formed for the purpose
of establishing dental coverage under the following Program coverage segments:
a.Self-Insured Segment
b. Fixed-Rate Preferred Provider Organization (PPO) Pooled Segment
c.Fully-Insured Dental Health Maintenance Organization (DHMO)
Segment
4.PROGRAM COMMITTEE. The Employee Benefits Committee (hereinafter
“Committee”) shall consist of nine (9) members. Except as otherwise provided
herein, said Committee shall have full authority to determine all matters affecting
the Program and its Members, including but not limited to, approval of new
Members, premium/rate setting, addition of new Program segments and/or
services, claims review, and amending the Memorandum. A majority of members
of the Committee must be Members of the Program.
A majority of the members of the Committee shall constitute a quorum for the
transaction of business. All actions of the Committee shall require the affirmative
vote of a majority of the members of the Committee.
Except as otherwise provided herein, the Committee shall be authorized to do
such acts as are reasonably necessary to further the purposes of this
Memorandum and implement its provisions. The Committee may delegate any
or all of this authority as deemed appropriate.
The Committee, when necessary to fulfill the purposes of this Memorandum, shall
meet at the call of the Chair of the Committee as provided in Article 12 of the
Agreement and Article VI of the Bylaws of PRISM (hereinafter referred to as the
“Bylaws”). Any meeting of the Committee shall be subject to the applicable
EXHIBIT B
Dental Program Adopted: October 26, 2009
Memorandum of Understanding Last Amended: April 9, 2019
Page 2 of 5
provisions of Government Code §54950 et seq., commonly known as the “Brown
Act.”
5. PREMIUM. Participating Member rates/premiums shall be established by Delta
Dental of California (hereinafter “Delta Dental”) in consultation with the Program
underwriters, actuaries, and the Committee. The participating Members, in
accordance with the Program premium provisions of Article 14 of the Agreement,
shall be assessed an annual premium for the purpose of funding the Program in
which they participate. Premiums will vary based on Member segment
participation, benefit plan coverage, Member employee/retiree participation, and
claims experience.
6. MEMBERSHIP. Membership in the Program consists of participation in one or
more of the following:
a. A “Self-Insured” Member is defined as a Member who participates in the
group purchase Program for administrative services only and is fully
responsible for their own dental program; and/or
b. A “Fixed-Rate PPO” Member is defined as a Member who joins the
Program and is part of the self-insured Fixed-Rate PPO pool; and/or
c. A “Fully-Insured DHMO” Member is defined as a Member who joins the
Program and is part of the fully insured DHMO pool.
7. PROGRAM PARTICIPATION. Adoption of this Memorandum by a Member
allows for participation in the Program. Participation in the Program may be in one
or more of the following segments; the Self-Insured Pool, the Fixed-Rate PPO
Pool, and/or the DHMO pool. A Member shall be entitled to participate in the
Program until they have withdrawn in accordance with the provisions of paragraph
16 of this Memorandum.
8. RENEWALS. All Program renewal rate action will be approved by the Committee
with assistance from Program underwriters, actuaries, and Delta Dental. Fixed-
Rate PPO Pool Members that have Legacy Premium Stabilization Funds (see
paragraph 10.a.) may use those funds to offset renewal rate increases.
9. BILLINGS AND LATE PAYMENTS. Billing dates, payment due dates, and any
late fees and/or penalties will be set by the Committee. All Members will receive
separate notification of any changes in due dates and/or penalty fees at least thirty
(30) days prior to the effective date of any such change.
Notwithstanding any other provisions to the contrary regarding late payment
of invoices or cancellation from a Program, at the discretion of the
Committee, any Member that fails to pay an invoice when due and as billed
may be given a ten (10) day written notice of cancellation.
EXHIBIT B
Dental Program Adopted: October 26, 2009
Memorandum of Understanding Last Amended: April 9, 2019
Page 3 of 5
10. PREMIUM STABILIZATION FUNDS. Premium Stabilization Funds as set forth
apply only to Fixed-Rate PPO segment Members.
a. Legacy Premium Stabilization Fund. Delta Dental Members who are
fully insured with Delta Dental are required to have their stabilization
funds (if any) transferred to PRISM upon entry into the Fixed-Rate PPO
Program segment. These funds will be accounted for individually for the
Member’s use. The Member may use their Legacy Premium
Stabilization Funds to buy down their renewal or request a full
disbursement from PRISM. If the Member leaves the Program with a
fund balance remaining, those funds remain in the Program and the
Member has no equity rights to those funds
b. Program Premium Stabilization Fund. The Program Stabilization Fund
shall consist of accumulated excess reserves (in excess of the required
Incurred But Not Reported (IBNR) and Claims Fluctuation Margin (CFM)
requirements) generated by the Program with all years combined on a
go forward basis. The Committee shall have authority to determine the
use of these funds. These funds are not Member specific and they are
separate from the Legacy Premium Stabilization Funds.
11. STABILIZATION INTEREST. Interest generated by both premium stabilization
funds are available for the Committee to use for any purpose, including
administrative fees, rate offsets, or claim payments.
12. DIVIDENDS AND ASSESSMENTS (Applicable to Fixed-Rate PPO Members
Only). Should the Fixed-Rate PPO Program segment not be adequately funded
for any reason, pro-rata assessments to the Members may be utilized to ensure
the approved funding level for applicable policy periods. Any assessments, which
are deemed necessary to ensure approved funding levels, shall be made upon
the approval of the Committee in accordance with the following:
a. Any dividends or assessments shall be based upon the preceding three
(3) years’ of percentage of contributions for losses for Fixed-Rate PPO
Pooled Members only.
b. Self-Insured and DHMO segments are not eligible for dividends or
assessments.
13. APPROVAL OF NEW MEMBERS – APPLICATION TO THE PROGRAM. Any
public entity wishing to become a Member of the Program shall make application
to and be approved by a majority vote of the Committee in a manner prescribed
by them. The Committee has developed underwriting guidelines that outline
specific criteria for accepting new Members. Program underwriting guidelines are
available by request to PRISM.
EXHIBIT B
Dental Program Adopted: October 26, 2009
Memorandum of Understanding Last Amended: April 9, 2019
Page 4 of 5
14. COVERAGE DOCUMENTS. Coverage documents shall be issued by Delta
Dental to each individual Member. Coverage shall be governed in accordance
with these documents. Any changes to the benefits, as determined by the
Member, are subject to Delta Dental, Committee, actuarial, and/or other
consultants’ pricing requirements.
15. CLAIMS ADMINISTRATION. The Committee shall authorize the retention of the
services of Delta Dental to provide claims services for the Program.
16. WITHDRAWAL. Withdrawal of a Member from the Program shall be as follows:
a. Fixed-Rate PPO and DHMO Pool Members. After becoming a
participant in the Program, a Fixed-Rate PPO and/or DHMO Pool
Member may withdraw from the Program at the end of a policy year only
if they provide PRISM with sixty (60) days written notice prior to the end
of the policy year.
b. Self-Insured Member. After becoming a participant in the Program, a
Self-Insured Member may withdraw from the Program at the end of their
specific policy year by giving PRISM sixty (60) days written notice prior
to the end of their specific policy year.
17. LIASION WITH THE AUTHORITY. Each Member shall maintain staff to act as a
liaison with PRISM and Delta Dental and between the Member and PRISM’s and
Delta Dental’s designated representative.
18. RESOLUTION OF DISPUTES. The Committee shall first determine any question
or dispute with respect to the rights and obligations of the parties to this
Memorandum; however, all final determinations shall be in accordance with Article
31 of the ”Agreement.”
19. ADMINISTRATION COSTS. PRISM shall be entitled to assess annual
administration costs associated with the Program. Administrative costs for the
Program shall be determined through PRISM’s budget process. The source of
the funds for the Program will be administrative charges, interest earnings, or a
combination of both.
20. COMPLETE AGREEMENT. Except as otherwise provided herein, this
Memorandum constitutes the full and complete agreement of the Members.
21. SEVERABILITY. Should any provision of this Memorandum be judicially
determined to be void or unenforceable, such determination shall not affect any
remaining provision.
EXHIBIT B
Dental Program Adopted: October 26, 2009
Memorandum of Understanding Last Amended: April 9, 2019
Page 5 of 5
22. AMENDMENT OF MEMORANDUM. This Memorandum may be amended by a
majority vote of the Committee upon ninety (90) days advance written notice of
the proposed amendments to the Members and county counsels. Each Member
shall approve of any amendment by signature on the Memorandum by a
Member’s designated representative, or alternate, who shall have authority to
execute this Memorandum. Should a Member of the Program fail to execute any
amendment to this Memorandum within the time provided by the Committee, the
Member will be deemed to have withdrawn from the Program on the next annual
renewal date.
23. EFFECTIVE DATE OF AGREEMENT. This Memorandum shall become effective
on the first effective date of coverage for the Member, or upon approval by the
Employee Benefits Committee of any amendment, whichever is later.
24. EXECUTION IN COUNTERPARTS. This Memorandum may be executed in
several counterparts, each of which shall be an original, all of which shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed the Memorandum as
of the date set forth below.
Dated: _____4/9/19___________ ____________________________________
Public Risk Innovation, Solutions, and Management
Michael Fleming, Chief Executive Officer
Dated: _____________________ ____________________________________
Name (printed)
____________________________________
Signature
____________________________________
Member Entity
EXHIBIT B