HomeMy Public PortalAboutJOINT POWERS SUBSCRIBER AGREEMENTPage 1 of 14
Joint Powers Subscriber Agreement (Effective December 8, 2022)
JOINT POWERS SUBSCRIBER AGREEMENT
Idaho Counties Risk Management Program, Underwriters
This JPA is entered into pursuant to Idaho Code, Sections 67-2326 through 67-2333, by political
subdivisions of the state of Idaho as defined by the Idaho Tort Claims Act, as subscribers to
counterparts of this JPA, for the purpose of operating a separate legal en tity to be known and
designated as the Idaho Counties Risk Management Program, Underwriters, hereinafter referred
to as “ICRMP”. ICRMP is a reciprocal insurer organized under Idaho Code, Title 41, Chapter 29.
It is agreed among the members of ICRMP, all of which have accepted this JPA or a prior
counterpart, that by virtue of accepting the terms of this version of the Joint Powers Subscriber
Agreement, hereinafter referred to as “JPA”, by approving a prior counterpart and subsequently
renewing participation after changes to a prior counterpart have been implemented by the Board
of Trustees or by paying a premium of insurance as billed, as follows:
Whereas political subdivisions of the State of Idaho have the authority to purchase liability
insurance for themselves and their employees pursuant to Idaho Code § 6-923 and to contract for
property and other insurance coverage as they deem necessary or proper pursuant to Idaho Code §
67-2328; and
Whereas it is to the mutual benefit of political subdivisions to join together to establish the legal
entity created by this JPA to accomplish the purposes hereinafter set forth; and
Whereas the laws of the State of Idaho authorize the formation of what has been classified as a
reciprocal insurer by political subdivisions without abrogating any privileges or immunities
accorded to them by law; and
It is agreed in consideration of the mutual advantages, obligations and benefits to each political
subdivision and the mutual covenants herein contained, the members of ICRMP, with the consent
and concurrence of the subscribing political subdivision:
ARTICLE I. DEFINITIONS.
As used in this JPA, the following terms shall have the respective meanings hereinafter set forth:
(1) Board. The Board of Trustees of ICRMP, which shall serve as the Subscribers’ Advisory
Committee, as such is required by Idaho Code Title 41, Chapter 29.
(2) Executive Director. The person designated by the Board to exercise the authority and to
fulfill the duties of the chief administrative officer of ICRMP.
(3) ICRMP. The Idaho Counties Risk Management Program, Underwriters, a pooled insurance
and risk management program established pursuant to the statutes of this state as an
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Joint Powers Subscriber Agreement (Effective December 8, 2022)
independent Idaho governmental entity and licensed as a reciprocal insurer pursuant to Idaho
Code Title 41, Chapter 29.
(4) JPA. This agreement more formally known as the Joint Powers Subscriber Agreement,
wherein political subdivisions agree to participate in the insurance and related risk
management offerings as a result of that insurance of ICRMP as set forth by the Board.
(5) Members. The political subdivisions, which qualify and agree to the terms of this JPA or
such JPA as revised upon approval by the Board from time to time.
ARTICLE II. ESTABLISHMENT, PURPOSE, FINANCING AND DURATION OF
ICRMP.
This JPA is intended to continue the organization and operation of ICRMP into future years upon
the foundation laid by prior joint powers agreements. This JPA supersedes all prior ICRMP JPAs
and will become effective for all members on the date identified in the footer of this version of the
JPA upon acceptance of the tender of continued participation offered during the annual renewal
process in which a policy of insurance is issued. Changes to the JPA are deemed accepted either
by express action by the governing board or by renewing participation in ICRMP by paying the
determined premium for the policy of insurance issued for a succeeding year.
(1) It is the intent of the members of ICRMP to create a separate entity of unlimited duration that
will administer an insurance and related risk management program and use funds paid by
members to defend and indemnify, in accordance with this JPA and issued policy(ies) of
insurance, any ICRMP members against liability or loss as described in the issued policy of
insurance, up to the limits of the policy of insurance issued by or procured through ICRMP.
(2) All income and assets of ICRMP shall be at all times dedicated to the ultimate benefit of its
members in matters of insurance and related risk management programs, inclusive of matters
not directly addressed by ICRMP issued policies.
(3) It is the intent of the members that ICRMP members share the costs of insurance and related
risk management obligations which the members desire to implement.
(4) Participation in ICRMP shall be comprised of those political subdivisions that have approved
this JPA or one of its prior iterations and that have agreed to pay the required premium for the
issued policy of insurance. Members agree to the admission of future members in accordance
with provisions of the current JPA and acknowledge that they shall have no right to object to
the addition of such members. The Board, or the Executive Director, as delegated by the
Board, is authorized to attach conditions to entry into ICRMP membership or to maintenance
of membership in ICRMP in the interest of protecting the shared interests of participating
members. Such conditions may include premium surcharges, coverage limitations, reductions
of limits or other methods designed to reduce risk exposure or to protect the shared interests
of other ICRMP members.
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Joint Powers Subscriber Agreement (Effective December 8, 2022)
ARTICLE III. ATTORNEY-IN-FACT POWERS, EXPENSES AND DUTIES.
(1) To the extent required by Idaho Code Title 41, Chapter 29, and not inconsistent with applicable
constitutional and statutory obligations and prerogatives, member hereby appoints ICRMP, as
its Attorney-in-Fact empowered to take all actions and execute all documents which are
necessary or appropriate in carrying on the business of insurance through ICRMP on behalf of
member.
(2) Member agrees that the Board of ICRMP may delegate powers to an Executive Director in
accordance with this JPA. The Executive Director’s obligations and liability shall be limited
by the terms and conditions of ICRMP’s JPA and by the Idaho Tort Claims Act. The Executive
Director appointed by the Board is hereby empowered by the undersigned to accept service of
process on behalf of ICRMP. Such authorization does not supersede the procedural
requirements of this JPA. The general services to be performed by the Executive Director
shall include, but not be limited to:
(a) issuing, underwriting and servicing policies of insurance;
(b) contracting with agents for sale and servicing of policies of insurance;
(c) executing treaties of reinsurance or contracts of excess insurance;
(d) providing risk management services and administering programs to diminish claims for
damages; and
(e) supervising the investment policy of ICRMP.
(3) The general items of expense to be paid by ICRMP shall include, but not be limited to:
(a) losses and claims payments;
(b) allocable claims expense;
(c) governmental charges, license fees, and lawful taxes;
(d) expenses incurred in auditing ICRMP’s books and records;
(e) premium amount collection costs;
(f) Board expenses;
(g) premiums on reinsurance and excess insurance;
(h) fees of investment counsel and direct investment expense;
(i) salaries and expenses of officers and employees of ICRMP;
(j) disbursement of dividends;
(k) special expenses authorized by the Board of ICRMP;
(l) broker and producer commissions;
(m) indemnity insurance premiums;
(n) office expenses;
(o) actuarial, auditing, legal, risk management and loss prevention expenses, and
(p) awarding grants to members.
(4) The Power of Attorney conveyed herein shall expire upon termination of all obligations of
ICRMP. The liability of each member for the obligations of ICRMP shall be an individual,
several and proportionate liability and not a joint liability. The liability of each member shall
be limited as stated in this JPA provided, however, that in no event shall any member be
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Joint Powers Subscriber Agreement (Effective December 8, 2022)
required to contribute more than the amount authorized by applicable state statutes and
constitutional provisions pursuant to which ICRMP is established.
ARTICLE IV. SCOPE OF POLICY OF INSURANCE.
(1) In accordance with Idaho Code § 41-2921, member acknowledges that its policy of insurance
transfers risk of loss from the member to ICRMP subject to the terms, conditions and
exclusions addressed by its issued policy of insurance.
(2) Member acknowledges that not all risks are insurable and that any excluded risks or claims
will not be transferred to ICRMP as a result of this JPA.
(3) In the event that a claim or a series of claims exceeds the amount of coverage provided by the
member’s policy of insurance, payment of claims and expenses are the sole and separate
obligation of the individual member or members against whom the claim was made resulting
from litigation or settlement. No member shall be entitled to a contribution from other
members to cover the cost of claims that exceed the coverage or limits of its policy of
insurance, or are not covered by its policy of insurance.
ARTICLE V. ICRMP POWERS AND DUTIES.
The powers of ICRMP to perform and accomplish the purposes set forth above shall be to:
(1) Employ agents, employees and independent contractors.
(2) Purchase, sell, own, encumber and lease real property; to incur obligations on behalf of ICRMP
to the extent permitted by Idaho statutes and the Idaho Constitution; and to purchase, sell, or
lease equipment, machinery, and personal property.
(3) Invest funds.
(4) Carry out educational and other programs relating to risk management, including the
prerogative to offer discounts or credits upon demonstrating compliance with standards for
Board approved risk reduction methods or plans.
(5) Create, collect funds for, and administer an insurance and related risk management program.
(6) Purchase excess insurance and/or reinsurance to supplement the self-insured retention.
(7) Provide property and casualty insurance, risk management, underwriting, claims adjustment,
training, and consultation, or to contract for such services, including the defense and settlement
of claims, subject to specific limitations and/or restrictions, imposed and adopted by the Board.
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Joint Powers Subscriber Agreement (Effective December 8, 2022)
(8) Carry out such other activities as are necessarily implied or required to carry out the purposes
of ICRMP, even though such undertakings might not be known at the time of entering into this
JPA or might not be included within the specific powers enumerated in this article.
(9) Sue and be sued.
(10) Enter into contracts.
(11) Reimburse Board members for approved expenses incurred in attending to Board
responsibilities.
(12) Provide security, insurance or bonds regarding the official responsibilities of all officers,
Board members and employees of ICRMP.
(13) Borrow funds with approval by the Board as necessary for current operating purposes, so
long as repayment is achieved before the conclusion of the subsequent fiscal year.
(14) Establish terms and conditions of initial or continued membership in ICRMP.
ARTICLE VI. MEMBERS’ RIGHTS AND OBLIGATIONS - DISPUTE RESOLUTION
PROCEDURES.
Warranty of Eligibility – Each member authorizing participation in ICRMP by approval of this
JPA and execution by an authorized official hereby warrants that it is a political subdivision of the
state of Idaho as defined by the Idaho Tort Claims Act and thereby eligible to be a member of
ICRMP. By such warranty each member consents to its immediate separation from ICRMP
participation upon discovery that it is not a qualifying political subdivision. Each member also
agrees that it will indemnify ICRMP for any loss ICRMP may suffer by virtue of the
inapplicability of privileges and immunities otherwise available to political subdivisions of the
state of Idaho by virtue of the mischaracterization of any member as a qualified Idaho political
subdivision.
(1) An individual member of ICRMP, acting through their respective governing boards, shall
have the right to:
(a) Petition the Board to be heard as described below.
(b) Request withdrawal of participation. Members recognize that ICRMP is managed for
long-term participation and that JPAs that support ICRMP operation are of one-year or
longer duration. Consequently, withdrawal during the course of a policy of insurance
year may be subject to additional financial obligation for the member as determined by
the Board.
(c) After its membership in ICRMP exceeds one year, to nominate, recommend or vote
concerning selection of a representative to serve on the Board.
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Joint Powers Subscriber Agreement (Effective December 8, 2022)
(2) The obligations of members of ICRMP shall be as follows:
(a) To pay promptly all premiums of insurance to ICRMP at such times and in such amounts
as shall be established by the Board pursuant to this JPA. Any delinquent payments may
incur interest, penalties or other financial consequences as determined by resolution of
the Board.
(b) To allow ICRMP’s agents and employees reasonable access to all premises and records
of the member, required for the administration of ICRMP.
(c) To cooperate fully with ICRMP’s attorneys, claims adjusters and any other employee or
officer of ICRMP in activities relating to the purposes and powers of ICRMP.
(d) To make good faith efforts to follow the safety, loss reduction, risk management, and
loss prevention recommendations made by ICRMP.
(e) To provide ICRMP no less frequently than annually, or in accordance with the issued
policy of insurance, with information demonstrating the value of insured real and
personal properties.
(f) To utilize procedures regarding a dispute over the application of the terms of the JPA or
insurance coverage, prior to communicating such dispute to a state or federal
administrative agency or official, or prior to initiating legal or equitable proceedings
against ICRMP. Members expressly agree to follow the dispute resolution procedures
as described in this JPA before filing any claim in law or equity against ICRMP or any
ICRMP employee or Board member in any court or before a regulatory agency. Member
expressly agrees that failure to exhaust the internal dispute resolution procedures
described in this JPA constitutes a material breach of this JPA. Member agrees that
ICRMP may enforce this provision. A member that pursues any action or proceeding
against ICRMP in court or before a regulatory agency agrees to reimburse ICRMP its
reasonable costs and attorney fees incurred in defense of any such suit or administrative
proceeding if the matter has not first been brought to the Board pursuant to the dispute
resolution procedure as described in this JPA. The restrictions contained in this
subsection may be waived only upon written agreement of the Board.
(3) The procedure of dispute resolution shall be:
(a) Filing a written statement by the member stating the specific basis for disagreement. All
written statements must be sent to the Executive Director prior to Board involvement.
Such filing shall be followed by a conference with the Executive Director, in person or
by electronic means, to attempt to resolve the dispute. The Executive Director shall
respond to the member in writing not more than ten (10) business days after the
conference. Such written response shall set forth the basis of the Executive Director’s
decision concerning the matter.
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(b) Following receipt of the Executive Director’s written response, member may request
review of the determination of the Executive Director by the Board. Any such request
shall be made in writing, setting forth the specific basis for the request and the particular
reasons for disagreement with the determination of the Executive Director.
(c) The Board may hear an oral presentation, not in excess of one hour, by the member
governing board, or its attorney, or resolve the matter based upon the written request for
review. The Board will have the option of obtaining a response from ICRMP staff. The
Board shall issue its decision in writing within thirty (30) days of the oral presentation
by the member or review of the written request for review or reconsideration, unless the
Board determines good cause to extend the time for issuing its decision. The Board may
consult with its staff, legal advisers and/or consultants. The written decision of the Board
shall be final. Until a final decision is made pursuant to the procedures set forth in this
Article, no member may initiate or institute legal or equitable actions against ICRMP,
its officers, or employees, arising out of the application of the JPA. No claim or
complaint shall be initiated by a member before a state or federal administrative agency
or official without completing the dispute resolution procedure set forth herein.
(d) The Board reserves the right to vary the foregoing procedures as necessary to
accommodate the interests of ICRMP, its members, or others with an interest in the just
resolution of differences regarding application of the JPA or insurance coverage.
ARTICLE VII. PREMIUM OF INSURANCE.
The Board shall institute methods to establish annual or periodic premium of insurance amounts
for members. ICRMP may change such amounts charged to any member from year to year to
reflect changes in ICRMP operating costs, changes in risk resulting from operational changes,
changes in property values or ownership, reevaluation of operating risks, member conduct, or
refusal to participate in safety, loss prevention, or risk management programs, or for other reasons
established by the Board. Conversely, ICRMP may offer premium discounts to any member that
faithfully participates in loss prevention, risk management, and safety programs or for other
reasons established by ICRMP. Each member’s premium for the policy of insurance amount shall
be calculated in accordance with rate determination methods approved by the Board for any policy
of insurance year. It is agreed that the Board’s rate determination will not be inadequate,
excessive, or unfairly discriminatory, relative to the assessable risk of each member as determined
by the ICRMP Board. Members acknowledge that rate-setting involves risk and exposure
assumptions that rely upon the professional judgment of the Board and its staff and advisors. No
member may be further assessed during a policy of insurance year unless in response to a material
change in property or activities not disclosed or addressed at the time of annual renewal. Additional
premium for the policy of insurance amounts may be charged when changes are made to covered
property or activities during the course of a policy of insurance year. ICRMP reserves the right to
condition continued participation by any member upon compliance with specific performance
requirements, payment of modified deductible amounts and such other measures as ICRMP deems
necessary or appropriate. ICRMP reserves, the right to cancel or refuse to renew insurance
coverage, in accordance with Idaho law.
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ARTICLE VIII. BOARD OF TRUSTEES – ELECTION, APPOINTMENT AND
REMOVAL.
The Board shall be comprised of nine (9) elected public officials, six (6) of whom shall be county
commissioners, two (2) city mayors, and one (1) special purpose district governing board member.
The electoral/appointive boundaries for the Board shall be organized as follows as long as they
are members of this JPA:
(1) County District I: Counties of Boundary, Bonner, Kootenai, Benewah and Shoshone.
(2) County District II: Counties of Latah, Clearwater, Nez Perce, Lewis and Idaho.
(3) County District III: Counties of Adams, Valley, Washington, Payette, Gem, Boise, Canyon,
Ada, Elmore, and Owyhee.
(4) County District IV: Counties of Camas, Blaine, Gooding, Lincoln, Jerome, Minidoka, Twin
Falls and Cassia.
(5) County District V: Counties of Bingham, Power, Bannock, Caribou, Oneida, Franklin and Bear
Lake.
(6) County District VI: Counties of Lemhi, Custer, Clark, Fremont, Butte, Jefferson, Madison,
Teton and Bonneville
(7) Region I: Mayor of a city from within Districts I, II, and III.
(8) Region II: Mayor of a city from within Districts IV, V and VI.
(9) Special District Member: Elected official of any member other than a county or city, selected
by a vote of the Board, chosen from nominees submitted by elected officials for member
Special Districts.
Each member of the Board shall serve for a period of two (2) years, or until a successor is elected
or appointed. Four (4) members of the Board (even-numbered County Districts and the Region II
seat) shall be elected for two (2) year terms in the final months of odd-numbered years, while
another five (5) members of the Board (odd-numbered County Districts and the Region I seat plus
the Special District Member shall be elected/appointed for two (2) year terms in the final months
of even-numbered years. The Executive Director shall administer the election process so as to
allow election results to be canvassed by the Board prior to undertaking official Board business
in the succeeding calendar year. The respective boards of county commissioners of each member
county may vote for their District member of the Board; governing boards of cities may vote for
regional City representatives; and Special District member candidates may be nominated by
governing boards of member Special Districts. Incumbent Board trustees may qualify for inclusion
on a subsequent election ballot by expressing a desire to do so in writing to the Executive Director.
Ballots must be received by ICRMP at a time and place specified by the Executive Director. Each
trustee of the Board shall serve from the date of the first Board meeting in the year succeeding
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Joint Powers Subscriber Agreement (Effective December 8, 2022)
his/her election/appointment through the conclusion of his/her term unless re-elected/reappointed.
Should any seat on the Board become vacant, the Board may fill such vacancy for the remainder
of the former official’s term by appointment of another official.
At any time during the term of a trustee, such trustee may be removed by either of two (2) methods.
The first method by which an elected trustee may be removed is by Board receipt of a declaration
of no confidence by the governing boards of the previously voting member entities equal to at least
one-half (1/2) plus one of the number of votes received by the trustee when the trustee was most
recently elected to the Board.
The second method is a vote by a majority of members of the Board, excluding the trustee that is
the subject of the declaration. After a majority vote, the Board shall submit a declaration to the
trustee’s constituent electors, stating the reasons therefore.
Any trustee holding an appointive or ex-officio non-voting position may be removed by majority
vote of the Board.
ARTICLE IX. POWERS AND DUTIES OF THE BOARD OF TRUSTEES.
The Board shall have the following powers and duties to:
(1) Annually elect a chair and vice-chair.
(2) Establish procedures for determining premium amounts for policies of insurance for
members.
(3) Establish the insurance and risk management program design.
(4) Select an Executive Director, to supervise the business of ICRMP and carry out other
functions delegated by the Board and the Executive Director may in turn select all
personnel and contractors necessary for the administration of ICRMP.
(5) Establish a schedule for Board meetings and set a place for such meetings. All Idaho law
applicable to public meetings shall be observed. A majority of seated trustees (as opposed
to unfilled seats) shall constitute a quorum to do business. All decisions of the quorum shall
require a majority vote of the trustees present and voting at a meeting, unless otherwise
required by law.
(6) Exercise all powers of ICRMP, except powers reserved to the members.
(7) Adopt, and oversee ICRMP’s budget.
(8) Receive reports concerning ICRMP activities and to make reports to the members.
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(9) Provide for underwriting, claims and risk management procedures.
(10) Provide for the investment and disbursement of funds.
(11) Enact resolutions establishing procedures governing its own conduct and the powers and
duties of its officers, not inconsistent with this JPA and applicable provisions of law.
(12) Approve all ICRMP internal policies.
(13) Form committees and determine the method of appointment and terms of members of
committees.
(14) Submit to members an amended JPA upon adoption and at the date of periodic renewal, for
re-adoption, express acceptance, or payment of a premium for a policy of insurance by
members.
(15) Dissolve ICRMP when Board action is accompanied by a two-thirds (2/3) vote of the entire
then-current members, provided that a notice of intent to dissolve ICRMP shall be given to
the Director of the Department of Insurance of the State of Idaho at least ninety (90) days
prior to the proposed effective date. Like notice of such intent shall be provided to all
members at least thirty (30) days before any such vote regarding dissolution in compliance
with title 41, Idaho Code and other applicable statutes. Assets remaining after discharge of
its indebtedness and policy of insurance obligations, the return of any surplus made and the
return of any unused premium, savings or credits then standing on members accounts, shall
be distributed to its members who were such within the twelve (12) months prior to the last
termination of its certificate of authority, according to such reasonable formula as the
Director of the Department of Insurance may approve pursuant to Idaho law.
(16) Appoint or remove non-voting ex-officio members of the Board.
(17) Do or delegate all acts necessary and proper for the implementation of this JPA.
(18) Maintain available funds in amounts reasonably sufficient to annually provide the resources
necessary to fund ICRMP’s general and administrative expenses, any reinsurance or excess
insurance requirements, to pay the current year’s claims and claims expenses and to sustain
the financial stability of ICRMP, in addition to funds necessary to meet ICRMP’s
obligation to satisfy the requirements of any regulatory authority.
(19) Approve all non-renewals or cancellations of policies of insurance.
ARTICLE X. LIABILITY OF BOARD TRUSTEES and EMPLOYEES
The Board trustees of ICRMP must use ordinary care and reasonable diligence in the exercise of
their powers and in the performance of their duties hereunder. Board trustees shall not be
personally liable for any mistake of judgment or other action made, taken, or omitted by them in
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good faith; nor for any action taken or omitted by any producer, agent, employee, or independent
contractor selected with reasonable care. No Board trustee shall be personally liable for any action
taken or omitted by any other trustee. The assets of ICRMP may be used to defend and indemnify
any trustee, officer, or employee for actions taken by each such person in good faith within the
scope of his or her authority for ICRMP. ICRMP may purchase insurance providing coverage for
trustees, officers, and employees.
ARTICLE XI. VOLUNTARY MEMBER WITHDRAWAL.
Any member may request withdrawal from this JPA, by giving notice to the Executive Director,
in writing, of its desire to withdraw. Any member may withdraw from ICRMP within thirty (30)
days after the date that ICRMP gives notice in writing of an amendment to this JPA or its
accompanying policy of insurance by tendering to the Executive Director written notice of its
intent to withdraw. A voluntarily withdrawing member shall be deemed to have forfeited any claim
of right or equity to any portion of ICRMP reserves or surplus or to any credit or dividend, should
any be declared by the Board and will be deemed a cancellation request of the currently issued
policy of insurance.
ARTICLE XII. BINDING CONTRACTUAL OBLIGATION.
This document shall constitute a JPA, a binding contract, among those political subdivisions that
are members of ICRMP. The terms of this JPA may be enforced in court by ICRMP itself or by
any of its members subject to the terms and conditions of applicable laws and this JPA. The
consideration for the duties herewith imposed upon the members to take certain actions and to
refrain from certain other actions is based upon the mutual promises and agreements of the
members set forth herein. Member asserts that it has complied with relevant laws and that it waives
its ability to object to the binding nature of this JPA by virtue of informalities in its approval.
Except to the extent of the premium for the policy of insurance paid to ICRMP agreed to, or such
additional obligations as may come about through amendments to this JPA, no member agrees or
contracts herein to be held responsible for any claims in tort or contract made against any other
member. The contracting parties intend in the creation of ICRMP to establish an organization for
joint insurance and related risk management only within the scope herein set out and have not
herein created as between member and member any relationship of general surety or indemnitor,
nor by participating herein does any member otherwise assume responsibility for the debts of or
claims against any other member.
ARTICLE XIII. DISTRIBUTION OF PROPERTY, FUNDS AND SUPPLIES UPON
DISSOLUTION OF ICRMP.
In the event that ICRMP is dissolved, all property or assets acquired by ICRMP shall be liquidated
in a manner permissible by law, and the proceeds of such liquidation shall be disbursed to the then-
current members at a rate proportionate to each member’s pro rata share of the cumulative
premium of insurance paid to ICRMP for the most recent five (5) fiscal years. Said determination
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of net asset distribution shall be by the Board subject to application of the business judgment rule
under Idaho law.
ARTICLE XIV. SEVERABILITY.
In the event that any article, provision, clause or other part of this JPA is held invalid or
unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability with respect to other articles, provisions, clauses, applications
or occurrences, and this JPA is expressly declared to be severable.
ARTICLE XV. MISCELLANEOUS PROVISIONS
(1) The provisions of this JPA shall be interpreted pursuant to the laws of the State of Idaho.
(2) The parties hereto consent that courts in the State of Idaho shall have jurisdiction over any
dispute arising under this JPA after exhaustion of the dispute resolution procedures provided
for herein.
(3) No waiver of any breach of this JPA or any provision herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof or o f any of the other provisions herein
contained. No extension of time for performance of any obligation or act shall be deemed an
extension of time for performance of any other obligations or acts.
(4) In the event that any provision of this JPA is in conflict with or is incompatible with the
member’s policy of insurance issued hereunder, the terms and conditions of the member policy
of insurance shall prevail and take precedence.
(5) This JPA may be modified or amended in writing as authorized by the Board. Provided,
however, no such modification shall be effective retroactively, or as to any insurance or
coverage issued prior thereto. Said modifications may be made effective during a policy of
insurance year only to comply with applicable laws respecting operation of ICRMP or with
express consent of the member. Changes may be made to the policy of insurance issued by
ICRMP at any time during the policy year in accordance with rules or statutes governing the
business of insurance within the State of Idaho.
(6) Member agrees to hold ICRMP, its employees, contractors, and/or legal counsel, harmless and
without liability to member from any claims arising out of risk management or related
administrative activities undertaken for member’s benefit. ICRMP assumes no responsibility
for the operation of member’s political subdivision. Member further agrees that
communications with attorneys on the ICRMP staff or retained by ICRMP to assist a member
to resolve or avoid claims will remain confidential pursuant to the Attorney-Client privilege
and that written materials generated as a consequence of such effort to assist member shall
constitute attorney work product. Member further agrees that the employees, contractors
and/or legal counsel of ICRMP when acting in a risk management capacity are representing
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ICRMP, not members, and that information obtained in such risk management capacity may
be provided to ICRMP in order to carry out the purposes of this JPA.
(7) All notices required to be given under this JPA shall be delivered in writing. Notices by a
member to ICRMP shall be sent to ICRMP’S principal place of business. Notices to any
member shall be sent to the member’s last known address. In the event that any party to this
JPA desires to change its address, notice of change of address shall be sent to the other party
by United States Mail, or e-mail to intake@icrmp.org.
(8) Other procedural requirements may be established by applicable state law. Additionally,
nothing contained in this JPA shall prohibit the ICRMP Board from adopting procedural
standards or guidelines for the conduct of Board business or from authorizing administrative
policies to guide ICRMP’s internal affairs.
(9) Confidentiality - ICRMP agrees to keep member information received confidential under the
law of the state of Idaho or federal law. However, in cases of electronic breach of confidential
information of a member or of ICRMP, it is agreed that ICRMP may share member
confidential information with any governmental entity that will attempt to terminate, alleviate,
or rectify the electronic breach, as well as to any appropriate state or federal law enforcement
agency.
(10) This JPA shall be automatically renewed, annually or periodically, consistent with
Board established policy of insurance terms, absent withdrawal, cancellation or nonrenewal.
Page 14 of 14
Joint Powers Subscriber Agreement (Effective December 8, 2022)
ARTICLE XVI. EXECUTION AND ATTEST.
In Witness hereof, this JPA is executed on the _____ day of _________ 20___, by the
undersigned who are duly authorized officer(s) of the political subdivision indicated below and by
ICRMP, pursuant to action taken by the governing Board of the member on the ____ day of
________ 20____ or by payment of the required premium of insurance. Such payment of premium
for the policy of insurance, execution upon this JPA or upon execution of a prior counterpart
accompanied by continuing renewal shall constitute agreement by the political subdivision to the
terms and conditions of membership in ICRMP until proper written notice of withdrawal is
provided as provided herein, or upon cancelation or nonrenewal of insurance under Idaho law.
POLITICAL SUBDIVISION: __________________________________
By: _________________________________________
CHAIRMAN OF THE BOARD, MAYOR, OR OTHER
EXPRESSLY AUTHORIZED OFFICER
Title: ________________________________________
Attest/Witness: ________________________________
CLERK OR OTHER AUTHORIZED OFFICER
ACCEPTED FOR THE IDAHO COUNTIES RISK MANAGEMENT
PROGRAM, UNDERWRITERS (ICRMP)
By: _______________________________
EXECUTIVE DIRECTOR