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HomeMy WebLinkAbout09/02/2014 05D CIAW By-Law Changes and Interlocal AgreementBUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 5.D. For Meeting of: September 02, 2014 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII ITEM TITLE: Resolution regarding changes to the by-laws and to the interlocal agreement of the Cities Insurance Association of Washington (CIAW) SUBMITTED BY: Helen A. Harvey, Senior Assistant City Attorney SUMMARY EXPLANATION: The City of Yakima is a member of the Cities Insurance Association of Washington ("CIAW') for its liability insurance, and joined CIAW effective December 14, 2005. CIAW recently voted to change the coverage period from September 1 through August 31 to December 1 through November 30 of each year. The attached Resolution approves the changes in the CIAW By - Laws and Interlocal Agreement to a CIAW fiscal year of December 1 through November 30. With the new policy period, the CIAW premium will be estimated during the budget process closer in time to the next policy period beginning December 1. The attached CIAW memos discuss some of the reasons for the fiscal year change. Resolution: X Other (Specify): Contract: Start Date: Item Budgeted: Funding Source/Fiscal Impact: Strategic Priority: Insurance Required? No Mail to: Cities Insurance Association of Washington, 451 Drive, Ephrata, WA 98823 Phone: (800) 407-2027 Ordinance: Contract Term: End Date: Amount: Risk Management Fund Public Trust and Accountability APPROVED FOR SUBMITTAL: Diamond City Manager RECOMMENDATION: Adopt Resolution ATTACHMENTS: Description CIAW Memos Resolution regarding changes to policy period dates By -Laws of CIAW Interlocal Agreement of CIAW Upload Date 12512014 12512014 12512014 /25/2014 Type Backup IMI ate a II Resollution Backup IMI ate a II Backup IMI ate a II Cit i nst rance Assoc] ad 01.1 r w on MEMO TO: CIAW Members FROM: CIAW Underwriting Department DATE: July 25, 2014 SUBJECT: Renewal Date Change for 2014-15 This memo is to notify you that the proposed effective date change was approved at the July 21, 2014, board meeting. Starting with the upcoming 2014-15 coverage term, the Cities Insurance Association of Washington (CIAW) renewal date will be December 1. Please note the following items regarding this change: O An endorsement will be added to the current MOC extending coverage to the new renewal date of December 1, 2014. • Extension invoices and certificates covering the three month extension period will be sent approximately the second week in August. Extension invoices will be calculated using existing 2013-14 rates and current exposures, prorated for three months. • Changes submitted on your 2014-15 renewal application will be reflected on the schedules you will receive with your 2014-15 coverage documents (invoice, coverage confirmation, etc.) in early November. These changes will be kept on file in the interim. • In order to assist with budgeting during this transition, you have the option of paying part of the premium in December and paying the remainder in January, for this year only. A sample resolution, along with the revised CIAW Interlocal Agreement and By -Laws, will be sent separately. This resolution will need to be passed by your entity to accept the changes to the Interlocal Agreement and Bylaws. Our goal is to make this transition as seamless as possible. If you have any questions, please contact Angela Eloff at aeloff@s,;anfie6dsolufions, corn or 1-800-407-2027, ext. 246. 451 Diamond Drive • Ephrata, WA 98823 (509) 754-2027 • TOLL FREE (800) 407-2027 • FAX (509) 754-3406 www.ciaw.us • Program Administrator: Canfield CIAW Coverage Period & Fiscal Year Date Change Frequently Asked Questions Qbjective: The CIAW Board is proposing to change the coverage period of September 1st through August 31st to December 1st through November 30th. The fiscal year/renewal date used in the pool's foundational documents and Memorandum of Coverage (MOC) would be effective December 1st Why Is the CLAW changing this date? • A December 1st renewal date will bring renewal more in line with the members' fiscal year, Most members operate on a January 1st fiscal year, so this change will make forecasting, budgeting and planning easier for the members as they work through their budgeting process in December. • It allows the insurance markets to spread out their public entity renewals and provide additional time and attention to the CIAW in the quoting process. The current renewal timeframe is common for other public entities and can be a busy time for the insurance Industry. How does this affect the September 1, 2014 Renewal? An Extension Endorsement from September 1 st to December 1st of the expiring MOC will be issued to all members with a pro -rated invoice based on the expiring 13-14 rates. Essentially coverage and pricing will stay the same for another 90 days. How will the extension be handled? Underwriting will issue an Extension Endorsement in August with a follow-up cover memo explaining the change in detail and a pro -rated invoice. (It will be sent to brokers first, and then a copy will be sent to members a week later to allow them time to discuss it with their insured.) Do I have to complete another renewal application for December 1st? No, the renewal application currently being collected will be used for the December 1, 2014 Renewal. The next renewal applications will be sent out the following summer. Why do I have to pass a Resolution? This renewal date change also changes the fiscal year dates used in the CIAW's membership agreements. The state requires (WAC 200-100-02021 (2)) that all members pass a resolution (see sample) confirming the fiscal year change. Signed resolution shall be returned to our office by December 1, 2014, if possible. What if an entity did not budget for an additional insurance payment in their 2014 fiscal year? Payment for the extension can be made in December of 2014 or January of 2015. RESOLUTION NO. R -2014- A RESOLUTION regarding changes to the By -Laws and Interlocal Agreement to the Cities Insurance Association of Washington (CIAW). WHEREAS, the City of Yakima is a member of Cities Insurance Association of Washington ("CIAW"); and WHEREAS, the Cities Insurance Association of Washington (CIAW) is authorized under RCW 48.62 to develop and administer a program which provides an opportunity for members to jointly pool and self -insure their liability losses, and jointly purchase excess insurance, or reinsurance, as well as jointly utilize administrative and other services; and WHEREAS, the CIAW wishes to change its fiscal year; and WHEREAS, the Board of Directors at their regular meeting on June 9, 2014 voted to notify its Members, as well as the Washington State Department of Enterprise Services, of a meeting on July 21, 2014 to vote on said Amendment to the By -Laws and Interlocal Agreement to change the fiscal year from September 1 through August 31 to December 1 through November 30; and WHEREAS, the CIAW Board of Directors at their regular meeting on July 21, 2014 conducted said vote and the Amendments to the By -Laws and Interlocal Agreement were approved by the membership; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: 1. The proposed amendments to the CIAW By -Laws and the Interlocal Agreement as written in Numbers 2, 3 and 4 below are approved and consented to. 2. Article 14 of the By -Laws is amended to read as follows: Article 14 Fiscal Year The fiscal year of the corporation shall be from September 1 through August 31 December 1 through November 30 of the next calendar year, or as set by resolution of the Board of Directors. 3. Section 3.8.11 of the Interlocal Agreement is amended to read as follows: 3.8.11 The Board of Directors shall establish an annual budget for the Association. The Administrator shall submit a proposed budget for the following fiscal year 60 days prior to the end of each fiscal year to the Board of Directors. Fiscal years for the Association shall be from September 1 through August 31 December 1 through November 30 of the next calendar year. The Board of Directors shall determine the estimated expenses and costs to be incurred by the Association for the next fiscal year and shall adopt a budget derived from the Administrator's proposed budget. The budget shall be in a form to provide the following information for the Association as a whole: (1) beginning and ending unreserved fund balance, (2) anticipated revenues in detail, and (3) appropriations in detail. The Board of Directors shall apportion that budget cost among the Members and Associates. All payments due the Association from Members or Associates upon the basis of each budgeted assessment shall be paid as invoiced for the fiscal year for which the assessment is made. 4. Section 3.13 of the Interlocal Agreement is amended to read as follows: 3.13 Withdrawal. Any Member or Associate may withdraw only at the end of the Association's fiscal year (August 31) (November 30) and only after it has given the Association written notice prior to September 1 December 1 of the preceding calendar year of its decision to withdraw from this Agreement. 5. The City of Yakima hereby acknowledges the appropriate changes to the By - Laws and Interlocal Agreement to accomplish said change. ADOPTED BY THE CITY COUNCIL this day of September, 2014. ATTEST: Micah Cawley, Mayor City Clerk BY-LAWS OF CITIES INSURANCE ASSOCIATION OF WASHINGTON TABLE OF CONTENTS FOR BY-LAWS OF THE CITIES INSURANCE ASSOCIATION OF WASHINGTON ARTICLE 1 Offices ARTICLE 2 Members Section 2.1 Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 Section 2.7 Classes of Members and Qualifications for Membership Member Representative Selection of Additional Members Voting Rights and Procedures Cancellation of Membership Resignation Transfer of Membership 1 1 1 2 2 2 2 2 2 ARTICLE 3 Meetings of Members 3 Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Section 3.8 Annual Meeting 3 Special Meetings Place of Meeting Notice of Meetings 3 3 3 Action by Members Without a Quorum Manner of Acting Rule of Procedure for Meetings Meeting 3 4 4 4 ARTICLE 4 The Board of Directors 4 Section 4.1 General Powers 4 Section 4.2 Tenure and Qualifications 4 Section 4.3 Voluntary Resignation 4 Section 4.4 Regular Meetings 4 Section 4.5 Special Meetings 5 Section 4.6 Notice 5 Section 4.7 Quorum 5 Section 4.8 Manner of Acting 6 Section 4.9 Rule of Procedures for Meetings 6 Section 4.10 Compensation 6 Section 4.11 Action by The Board of Directors Members Without a Meeting 6 ARTICLE 5 Officers 6 Section 5.1 Officers 6 Section 5.2 Election and Term of Office 6 Section 5.3 Removal 7 Section 5.4 Vacancies 7 Section 5.5 Chair 7 Section 5.6 Vice Chair 7 Section 5.7 Fiscal Officer 7 Section 5.8 Third Party Administrator 7 ARTICLE 6 Committees 8 Section 6.1 Committees of the The Board of Directors 8 Section 6.2 Other Committees 8 Section 6.3 Term of Office 9 Section 6.4 Chairman 9 Section 6.5 Vacancies 9 ARTICLE 7 Administrator 9 Section 7.1 Appointment and Removal 9 Section 7.2 Powers and Duties 9 Section 7.3 Compensation 9 ARTICLE 8 Indemnification 10 ARTICLE 9 Coverage Determinations and Appeal Rights 11 Section 9.1 Coverage Determinations 11 Section 9.2 Appeal 13 ARTICLE 10 Conflict of Interest and Appearance of Fairness Procedure 15 ARTICLE 11 Contracts, Checks, Deposits and Funds 15 Section 11.1 Contracts 15 Section 11.2 Checks, Drafts, etc. 15 Section 11.3 Deposits 16 Section 11.4 Gifts 16 Section 11.5 L&I Retro 16 ARTICLE 12 Certificates of Membership 16 Section 12.1 Certificates of Membership 16 Section 12.2 Issuance of Certificates 17 ARTICLE 13 Books and Records 17 ARTICLE 14 Fiscal Year 17 ARTICLE 15 Seal 17 ARTICLE 16 Waiver of Notice 17 ARTICLE 17 Amendments to By -Laws 18 ii BY-LAWS OF CITIES INSURANCE ASSOCIATION OF WASHINGTON ARTICLE 1 Offices The principal office of the corporation shall be located within the State of Washington at the offices of the Third Party Administrator. The corporation may have such other offices, either within or without the State of Washington, as the Board of Directors may determine or as the affairs of the corporation may require from time to time. The corporation shall have and continuously maintain in the State of Washington a registered office, and a registered agent whose office is identical with such registered office, as required by the Washington Non -Profit Corporation Act, Chapter 24.03 Revised Code of Washington. The registered office may be, but need not be, identical with the principal office of the corporation, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE 2 Members Section 2.1. Classes of Members and Qualifications for Membership. The corporation shall have two classes of Members, Regular and Associate. Eligibility for Regular Membership in the corporation shall be limited to cities and towns organized and existing pursuant to Title 35 or 35A Revised Code of Washington. Cities and towns wishing to become Members of the corporation shall submit an application to the corporation on a form prescribed by the corporation. Cities and towns elected to membership pursuant to Section 3 below shall be required to become a signatory to the Interlocal agreement creating the Cities Insurance Association of Washington (the "Agreement") before such membership shall become effective. Eligibility for Associate membership shall be limited to districts and municipal corporations as defined by 48.62.021(1) which meet the underwriting and classification criteria established by the Board of Directors. Each Associate Member must become a signature of the Associate Membership Agreement by a Resolution adopted by the entity's Board or Commission. p:\data\! cities\! cities\byiaw4.doc 1 Section 2.2. Member Representative. Each Regular Member shall appoint one representative who shall be authorized to exercise the Member's voting rights in the corporation, if any, and to act on behalf of the Member with respect to all matters pertaining to the corporation. The name of the person appointed as a Member's representative shall be submitted in writing to the corporation. A change in a Member's appointed representative shall not become effective until the corporation has received written notice of such change. Each Member may also select an alternate Member representative to serve and act in the absence of the Member's representative. Section 2.3. Selection of Additional Members. Additional Regular Members shall be approved by the Board of Directors. An affirmative majority vote of the Board of Directors members present shall be required for selection. Associate Members shall be approved by the Director or Third Party Administrator subject to the criteria established by the Board of Directors. Section 2.4. Voting Rights and Procedures. Each Regular Member shall be entitled to one vote on each matter submitted to a vote of the Regular Members unless a record date for voting purposes is fixed by the Board of Directors. Members that are Regular Members on the day of the meeting of the membership shall be entitled to vote at such meeting. Elections and other matters submitted to the vote of Regular Members may, at the discretion of the Chair of the corporation, be conducted by mail ballot. Each Regular Member shall be entitled to one vote on each matter submitted to a vote of the Regular Members. Section 2.5. Cancellation of Membership. The membership of any Member or Associate of the corporation may be canceled pursuant to the provisions of Section 3.14 of the Agreement. Section 2.6. Resignation. Any Member or Associate may resign from the corporation pursuant to the procedures and limitations specified in Sections 3.13 and 3.15 of the Agreement. Section 2.7. Transfer of Membership. corporation is not transferable or assignable. padatal! cities\! cities\by!aw4.doc 2 Membership in this ARTICLE 3 Meetings of Members Section 3.1. Annual Meeting. At the discretion of the Board Of Directors an annual meeting of the Regular Members shall be held on the last Friday in the month of August in each year, if needed, with a date designated in writing by the Chair of the Board of Directors thirty days before the meeting, at such time and place designated in writing by the Chair, for the purpose of transacting such business as may come before the meeting. . Section 3.2. Special Meetings. Special meetings of the Members or Associates may be called by the Board of Directors. The Board of Directors or not less than one-fourth of the Regular Members having voting rights. Section 3.3. Place of Meeting. The The Board of Directors may designate any place, either within or without the State of Washington, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the office of the Third Party Administrator in the State of Washington. If all of the Members shall meet at any time and place, either within or without the State of Washington, and consent to the holding of a meeting, such meeting shall be valid without call or notice and any corporate action may be taken at such meeting. Members of the corporation may participate in a meeting of Members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. Section 3.4. Notice of Meetings. Written notice stating the place, day and hour of any meeting of Members shall be delivered, either personally or by mail, to each Member entitled to vote at such meeting, not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the Chair of the Board of Directors, or the Third Party Administrator or persons calling the meeting. In case of a special meeting or when required by statute or by these By -Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at the address of its representative as it appears on the records of the corporation, with postage thereon prepaid. padatal! citiesMcitieslby!aw4.doc 3 Section 3.5. Actions by Members Without a Meeting. Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof. Section 3.6. Quorum. The Members holding ten percent of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time without further notice. Section 3.7. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the Members present at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by Iaw or by these By -Laws. Section 3.8. Rule of Procedure for Meetings. All meetings of the membership shall be conducted in accordance with Roberts' Rules of Order, except where such rules are in conflict with applicable Iaw, the Agreement, or these By -Laws. ARTICLE 4 The Board of Directors Section 4.1. General Powers. The affairs of the corporation shall be managed by its Board of Directors Section 4.2. Tenure and Qualifications. The Board of Directors shall be comprised of ten representatives of Regular Members of the corporation elected for three year terms as provided in the Agreement. Section 4.3. Voluntary Resignation. The Board of Directors member who is absent from three consecutive Board of Directors meetings or one-half of the Board of Directors meetings during the year without acceptable excuse shall be deemed to have voluntarily resigned from the Board of Directors. At any meeting of the Board of Director sat which there are absences, the Board of Directors shall determine if they are excused. padata\citiesl! citieslby!aw4.doc 4 Section 4.4. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this by-law, in conjunction with, and at the same place as, the annual meeting of Members. The Board of Directors may provide by resolution the time and place, either within or without the State of Washington, for the holding of additional regular meetings of the Board of Directors, or of regular meetings of any committee of the Board of Directors, without notice other than such resolution. Section 4.5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or any three Board of Directors members. Special meetings of any committee of the Board of Directors may be called by or at the request of the Chair of the Board of Directors or Chairman of the committee or any two members of the committee. The person or persons authorized to call special meetings of the Board of Directors or of any committee of the Board of Directors may fix any place, either within or without the State of Washington, as the place for holding any special meeting of the Board of Directors or committee called by them. Section 4.6. Notice. Notice of any special meeting of the Board of Directors or any committee of the Board of Directors shall be given at least two days prior to the meeting by written notice delivered personally or sent by mail, facsimile transmission or telegram to each committee member at the member's address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the tele- gram is delivered to the telegraph company. If notice be given by facsimile transmission, such notice shall be deemed to be delivered 24 hours after the transmission so long as no error was received during the transmission. Any committee member may waive notice of any meeting. The attendance of a committee member at any meeting shall constitute a waiver of notice of such meeting, except where a committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors or any committee of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By -Laws. Members of the Board of Directors or any committee of the Board of Directors may participate in a meeting of such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. p:ldatal! citiesl! citieslbylaw4.doc 5 Section 4.7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transacting of any business of the Board of Directors. However, if less than a majority of the Board of Directors members are present at said meeting, a majority of the Board of Directors members present may adjourn the meeting from time to time without further notice. Section 4.8. Manner of Acting. The act of a majority of the Board of Directors members, or a majority of the members of any committee of the Board of Directors, present at a meeting at which a quorum is present shall be the act of the Board of Directors or its committee, unless the act of a greater number is required by law or by these By -Laws. Section 4.9. Rule of Procedures for Meetings. All meetings of the Board of Directors or a committee of the Board of Directors shall be conducted in accordance with Roberts' Rules of Order, except where such rules are in conflict with applicable law, and Agreement, or these By -Laws. Section 4.10. Compensation. The Board of Directors members or its committee members as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors or any of its committees. Section 4.11. Action by The Board of Directors Members Without a Meeting. Any action required by law to be taken at a meeting of the Board of Directors or any of its committees, or any action which may be taken at a meeting of the Board of Directors or any of its committees, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Board of Directors members or committee members. p:datal! citiesllcitieslbylaw4.doc 6 ARTICLE 5 Officers Section 5.1. Officers. The officers of the corporation shall be a Chair, a Vice Chair, a Fiscal Officer and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Directors . No two or more offices may be held by the same person. Section 5.2. Election and Term of Office. The officers of the corporation shall be elected every year by the Board of Directors from among its Regular members prior to the beginning of the fiscal year. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and qualified. Section 5.3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby. Section 5.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5.5. Chair. The Chair of the Board of Directors shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He or she shall preside at all meetings of the Members and the Board of Directors. He or she may sign, with any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases when the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By -Laws or by statute to some other officer or agent of the corporation; and in general he or she shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time. Section 5.6. Vice Chair. In the absence of the Chair or in the event of the Chair's inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall perform such other duties as from time to time may be assigned to him or her by the Chair or by the Board of Directors. p:ldatal! cities\citieslby!aw4.doc 7 Section 5.7. Fiscal Officer. The Fiscal Officer shall be responsible to act with the Third Party Administrator as directed by the Board of Directors to carry out The Board of Directors fiscal policies and procedures. Section 5.8. Third Party Administrator. The Third Party Administrator shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article 7 of these By -Laws; and in general perform such other duties as from time to time may be assigned to him by the Chair or by the Board of Directors. The Third Party Administrator shall keep the minutes of the meetings of the Members, the Board of Directors, and any committees of the Board of Directors, in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By -Laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By -Laws; keep a register of the post office address of each Member and each representative of each Member which shall be furnished to the Third Party Administrator by each Member. The Third Party Administrator shall be bonded in an amount determined by the Board of Directors. ARTICLE 6 Committees Section 6.1. Committees of the Board of Directors. The Board of Directors may designate and appoint one or more committees, each of which shall consist of two or more The Board of Directors members, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the By -Laws; electing, appointing or removing any member of any such committee; amending the articles of incorporation; restating articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; padatallcitiesl!citieslbylaw4.doc 8 or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee or doing any act in conflict with the duties of the Board of Directors as set forth in the Agreement. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual The Board of Directors member, of any responsibility imposed upon it or him or her by law. Section 6.2. Other Committees. Other Committees not having and exercising the authority of the Board of Directors in the management of the corporation may be appointed in such manner as may be designated by a reso- lution adopted by a majority of the Board of Directors members present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be representatives of Members of the corporation, and the Chair of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal. Section 6.3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Members of the corporation and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Section 6.4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof. Section 6.5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. ARTICLE 7 Administrator Section 7.1. Appointment and Removal. The Board of Directors shall appoint and employ a Third Party Administrator of the corporation (the "Administrator"), who shall be appointed and removable by the Board of Directors pursuant to whatever employment arrangement the Board of Directors shall have agreed to with the Administrator in writing. Section 7.2. Powers and Duties. The Administrator shall be the chief administrator of the corporation and shall have control of the administrative functions of the corporation. He or she shall carry out the orders of the Board of p:\datal! cities\! cities\by!aw4.doc 9 Directors and shall be responsible to the Board of Directors for the efficient administration of the affairs of the corporation. The Administrator shall keep the Board of Directors fully advised of the financial condition and needs of the corporation. Section 7.3. Compensation. The Administrator shall receive such compensation as the Board of Directors shall fix by contract or resolution. ARTICLE 8 Indemnification The Board of Directors Members of the corporation; its directors, officers, employees and the Administrator, its agents, directors, officers and employees shall: 1. Use reasonable and ordinary care in the exercise of their duties as relates to the corporation; 2. Be afforded all of the privileges and immunities that attach generally to governmental officers; 3. Not be liable for, and be held harmless and defended by the corpo- ration, for any act of negligence, any mistake of judgment or any other action, made, taken or omitted in good faith and on behalf of the corporation; 4. Not be liable for any Toss incurred through investment of funds or failure to invest such funds so long as they are invested according to the direction of the Board of Directors. The corporation may purchase, subject to availability and cost, insurance providing coverage for The Board of Directors members and the Administrator. The corporation shall indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a member of the Board of Directors, any other committee of the corporation, employee, or agent of the corporation, or the Administrator, its agents, directors, officers or employees in the furtherance of corporation busi- ness, or is or was serving at the request of the corporation as a member, director, officer, employee, agent, or trustee of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against expenses (including counsel fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, p:ldataM citiesl!eities\bylaw4.doc 10 suit or proceeding, to the full extent permitted by applicable law. Such indemnifi- cation may, in the discretion of the Board of Directors, include advances of his or her expenses in advance of final disposition of such action, suit or proceeding, subject to the provisions of any applicable statute. This indemnification provided in this Article shall not extend to suits, claims, actions, administrative procedures or investigations brought by or at the request of the corporation. No indemnification shall extend to any person named above in any litigation, administrative proceeding or process of any type where the corporation and the individual are opposing each other. ARTICLE 9 Coverage Determinations and Appeal Rights Section 9.1. Coverage Determinations. All coverage's are limited to those coverage's provided through the corporation as identified in Section 3.4.3 of the Agreement. The Administrator, acting on behalf of the corporation, shall make all initial coverage determinations as respects the corporation's self retention or deductible under the jointly purchased policy or policies of insurance. Such determinations shall be made according to the procedures set forth in this Article and subject to the right of appeal set forth in Section 9.2. Such determination shall be made after appropriate consultation with the corporation's insurance carrier. (a) Upon receiving notice of a claim or a Summons and Complaint against a Member and/or persons requesting coverage (the "Covered Party"), the Administrator shall, within forty-five (45) days or such other reasonable time as agreed after receipt of said notice, make an initial coverage determination. (b) Upon making a coverage determination, the Administrator shall notify the Covered Party of the determination in writing. If the claim or complaint may exceed the corporation's self retention or deduct- ible, the Administrator shall inform the Member or Covered Party of that determination. (c) The written coverage determination shall address the following issues: (1) Whether the corporation will provide the Covered Party legal counsel for defense of the Summons and Complaint. padatakIcities\! cities\by!aw4.doc 11 (2) (3) Whether the corporation is reserving any rights to make subsequent coverage determinations. Whether the corporation is denying coverage for the claims made in the claim or Summons and Complaint under review. In the event that coverage is denied, the Administrator shall inform the Covered Party in writing of the appeal process contained in Section 2 of this Article. (d) In the event that the Administrator determines that the Association should (1) reserve its rights to make subsequent coverage deter- mination, or (2) determines that coverage should be denied, then the written notice shall also state the reasons for any such reser- vation or denial. (e) In the event that a final coverage determination cannot be made by the Administrator until after the facts of the claim or Complaint are determined in a legal proceeding, the Administrator shall make a final coverage determination within sixty (60) days or such reason- able time as agreed after the final disposition of the legal proceed- ing is provided to the Administrator. The determination shall be provided in writing to the Covered Party and shall contain the information required by Sections 9.1(c) and 9.1(d). (f) All written determinations by the Administrator shall be deemed final and binding upon all parties unless the Covered Party files a timely notice of appeal with the Board of Directors in the manner specified in Section 9.2. The determination of the Administrator is only binding upon the corporation and relates only to the self retention or deductible in place at that time under the policy of insurance which insures the Association. The determination of the Administrator is not binding upon the carrier who insures the Association. Covered Parties are required to resolve coverage disputes with the insurance carrier pursuant to the terms of the policy issued by that carrier. If a claim or Complaint is of such an amount or magnitude that in the opinion of the Administrator that claim or Complaint may exceed the amount of the self retention or deductible in terms of exposure and/or costs of defense, then the Administrator shall not be entitled to make a determination of coverage. In those instances, all determinations of coverage shall be made in accordance with the terms of the insurance policy issued by the Association's carrier. pad ata/! cities/! citieslby!aw4. doc 12 The Covered Party shall deal with that carrier through the Administrator's office unless otherwise instructed by the Administrator. The provisions of this Article shall not apply in those instances where the claim or Complaint is of such an amount or magnitude that in the opinion of the Administrator that claim or Complaint may exceed the amount of the self retention or deductible in terms of exposure and/or costs of defense. In those instances if a Covered Party or Member has requested a coverage determination, the Administrator shall notify the Covered Party or Member in writing that the Administrator has determined he or she may not issue a determination of coverage and refer the requesting party to the terms of the policy of insurance for resolution of coverage issues. (g) The Administrator shall not be obligated to make any coverage determinations until a claim or a Summons and Complaint has been served upon the Covered Party and until the Administrator has received notice thereof. However, the Administrator shall issue tentative written coverage determinations before a Summons and Complaint has been filed upon the written request of the Covered Party. If the Administrator makes a tentative coverage determina- tion, he or she shall remain obligated to provide a subsequent final written coverage determination after a Summons and Complaint has been served and the Administrator has received notice thereof, as provided in Sections 9.1(a), (b), (c), (d), (e) and (f). Section 9.2. Appeal. Any written determination made by the Administrator pursuant to Section 9.1(c) and (d) denying coverage to a Covered Party shall be final, as provided in Section 9.1(0, unless the procedures for appeal, provided hereafter, are followed by the Covered Party. The following appeal procedures shall apply in those cases where the Administrator has not determined the claim or Complaint is of such an amount or magnitude that in the opinion of the Administrator that claim or Complaint may exceed the amount of the self retention or deductible in terms of exposure and/or costs of defense. There is no appeal from a determination of the Administrator that the claim or Complaint is of such an amount or magnitude that the claim or Complaint may exceed the amount of the self retention or deductible in terms of exposure and/or costs of defense. (a) Any Covered Party aggrieved by the Administrator's written cover- age determination may appeal the decision to the Board of Directors. The appeal must be initiated by the Covered Party within thirty (30) days following receipt of the Administrator's written determination. p:kfatal!citiesl! citieslby!aw4.doc 13 If an appeal is not initiated within thirty (30) days, as provided herein, the Covered Party shall be deemed to have waived any further right to appeal the decision of the Administrator. (b) An appeal is deemed initiated for purposes of this Article when the Covered Party, or his, her, or its legal representative, serves a written Notice of Appeal upon the Administrator or upon the Chair of the corporation. The written Notice of Appeal shall include the following information: (1) The name of the Covered Party initiating the appeal. (2) A brief statement identifying the subject of and basis for the appeal. A copy of the Administrator's written determination should be attached to the Notice of Appeal. (3) The signature of the Covered Party initiating the appeal or the signature of the Covered Party's legal representative. (c) Within thirty (30) days, or such time as is agreed, after an appeal has been initiated, a meeting of the Board of Directors shall be convened by the Chairman of the Board of Directors to hear the appeal. Notice of the date set for hearing of the appeal by the Board of Directors shall be sent to the Covered Party not later than fifteen (15) days prior to the date set for the hearing. The Chair of the Board of Directors shall have the authority to set hearing dates for the appeal and to grant continuances where good cause is shown. (d) The hearing by the Board of Directors may occur when a quorum of the Committee, pursuant to Section 4.6, is present. Voting by the Board of Directors and the procedures for the meeting of the Board of Directors on the appeal hearing shall be as provided in Sections 4.6 and 4.7. However, members of the Board of Directors shall abstain from participating or voting in any appeals involving a Member with which they are affiliated. (e) The hearing of the Board of Directors on the appeal shall proceed as follows: (1) The Chair of the Board of Directors shall administer the hearing and make all necessary procedural rulings during the hearing. (2) The Covered Party or his, her, or its legal representative, if any, shall begin the proceeding with an explanation of the basis for the appeal. p:\data\! cities\! cities\by!aw4.doc 14 (f) (3) The Covered Party shall present to the Board of Directors all evidence, testimony, argument and legal authority relevant to and in support of the appeal. Thereafter, the Administrator and/or corporation's legal representative may present all evidence, testimony, argument and legal authority relevant and in opposition to the Covered Party's position. Each side shall be provided an opportunity to present rebuttal evidence and argument. Following the presentation of evidence, testimony, argument and legal authority, the Board of Directors may retire into executive session to discuss consideration of the appeal. Thereafter, the Board of Directors shall reconvene in public session to consider and vote on any motion made to decide the appeal. The Board of Directors may vote to uphold the decision of the Administrator or to modify or reverse the decision of the Administrator. The decision of the Board of Directors shall be reduced to writing and signed by the Chairman of the Board of Directors and a copy thereof sent to the Covered Party within seven (7) days following the final decision of the Board of Directors. (4) The Chair may adjourn and reconvene any hearing on an appeal as may be necessary to preserve a fair hearing. A final decision of the Board of Directors denying the Covered Party the full relief sought shall not preclude the appealing party from seeking judicial review of the Administrator's and/or the Board of Directors's coverage determination. However, no Covered Party may maintain any lawsuit or complaint against the corporation alleging any improper or incorrect coverage denial unless the Covered Party has first exhausted the appeal procedures provided herein. Exhaustion of these appeal procedures shall be a condition precedent to any subsequent legal action or suit by a Covered Party. ARTICLE 10 Conflict of Interest and Appearance of Fairness Procedure All Members of the corporation, the Board of Directors, and its committees, shall exercise every effort to avoid conflicts of interest, or the ap- pearance thereof, in their actions relating to the corporation. Any person who has a personal interest in any matter before the Board of Directors or one of its committees which would tend to prejudice his or her action shall so indicate padatal!citieslI citieslbylaw4.doc 15 publicly and may abstain from the deliberations and voting on such matter. ARTICLE 11 Contracts, Checks, Deposits and Funds Section 11.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by- laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Section 11.2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Administrator and countersigned by the Board of Directors Chair, The Board of Directors Vice Chair or Fiscal Officer of the corporation. Section 11.3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select and as are allowed by the laws of the State of Washington. Section 11.4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation. Section 11.5. L&I Retro. Pursuant to the authority granted the Association in the Agreement, the Board of Directors may elect to avail itself of the State of Washington, Department of Labor and Industries, Risk Management Services on behalf of those members of the Association electing to participate in programs offered by that agency. Association participation in such risk management services and programs may include participation in a group retrospective rating scheme as approved by the Board of Directors. Association participation in such risk management services or programs shall be on the basis that all Members are entitled to participate if they so elect. The election of any Member not to participate in such risk management services or programs shall not prohibit the expenditure of Association funds in connection with such services and programs as approved by the Board of Directors. p:ldatal! citiesl! cit€eslby!aw4.doc 16 ARTICLE 12 Certificates of Membership Section 12.1. Certificates of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Committee. Such certificates shall be signed by the Chair or Vice Chair and by the Administrator and shall be sealed with the seal of the corporation. All certifi- cates evidencing membership shall be consecutively numbered. The name and address of each Member and the date of issuance of the certificate shall be entered on the records of the corporation. if any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of Directors may determine. Section 12.2. Issuance of Certificates. When a Member has been selected to membership and has paid any fee for the unencumbered fund balances and other charges that may then be required, a certificate of member- ship shall be issued in its name and delivered to it by the Administrator, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section 12.1. ARTICLE 13 Books and Records The corporation shall keep complete books and records of account and shall also keep minutes of the proceedings of its Members and Board of Directors and shall keep at its registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the corporation may be inspected by any Member, or its attorney, for any proper purpose at any reasonable time. ARTICLE 14 Fiscal Year The fiscal year of the corporation shall be from December 1 through November 30 of the next calendar year, or as set by resolution of the Board of Directors. ARTICLE 15 Seal The seal of this corporation shall consist of the name of the corporation, the state of its incorporation, and the year of its incorporation. padatal! citiesli citieslby!aw4.doc 17 ARTICLE 16 Waiver of Notice Whenever any notice is required to be given under the provisions of the Washington Non -Profit Corporation Act or under the provisions of the articles of incorporation or the By -Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE 17 Amendments to By -Laws These By -Laws may be altered, amended or repealed and new By-laws may be adopted by a majority of the Board of Directors members present at any regular meeting or at any special meeting, if at least two days' written notice is given of intention to alter, amend, or repeal or to adopt new By -Laws at such meeting. Adopted by the Board of Directors on July 15, 2003. padatal! citieslicitieslby!aw4.doc 18 C.ties Insurance .Ass miation. Wishimg:on INTERLOCAL AGREEMENT OF CITIES INSURANCE ASSOCIATION OF WASHINGTON TABLE OF CONTENTS FOR INTERLOCAL AGREEMENT CREATING THE CITIES INSURANCE ASSOCIATION OF WASHINGTON 1. Introduction Page 1 2. Recitals 1 3. Agreement 1 3.1 Purpose of Agreement 1 3.2 Parties to Agreement 2 3.3 Term of Agreement 3 3.4 Creation of Association 3 3.5 Powers of the Association 4 3.6 Responsibilities of the Association 5 3.7 Responsibilities of Members 6 3.8 Board of Directors' Authority 7 3.9 Service Representative Relationship 9 3.10 Effective Date of Pooled Insurance Purchasing Program 10 3.11 Contingent Liability and Retroactive Assessments 10 3.12 New Members 11 3.13 Withdrawal 11 3.14 Cancellation 11 i 3.15 Effect of Withdrawal or Cancellation 11 3.16 Termination and Distribution 12 3.17 Notices 13 3.18 Amendment 13 3.19 Enforcement 13 3.20 Default and Remedies 13 3.21 No Waivers 14 3.22 Prohibition Against Assignment 14 3.23 Entire Agreement 14 3.24 Severability 15 3.25 Time 15 3.26 Section Headings 15 3.27 Governing Law 15 3.28 Counterpart Copies 15 4. Execution 16 ii INTERLOCAL AGREEMENT CREATING THE CITIES INSURANCE ASSOCIATION OF WASHINGTON Introduction. THIS AGREEMENT is made and entered into in the State of Washington pursuant to the provisions of Chapter 39.34 Revised Code of Washington and Chapter 48.62 Revised Code of Washington by and among the Washington cities and towns or public entities listed in Exhibit A attached hereto (the "Members"). 2. Recitals. 2.1 Chapter 48.62 Revised Code of Washington provides that two or more "local governmental entities" may, pursuant to Chapter 39.34 Revised Code of Washington, jointly purchase insurance (these activities are hereafter collectively referred to as a "Joint Insurance Purchasing Pool"). 2.2 Revised Code of Washington Section 48.62.020 defines "local government entities" to include cities and towns organized and existing under Title 35 or 35A Revised Code of Washington along with certain districts and municipal corporations. 2.3 It is to the mutual benefit of the Members and in the best public interest of the Members to join together to establish this Joint Insurance Purchasing Pool to accomplish the purpose set forth herein. 2.4 The Members have determined it is in their best interest to participate in such a program. 3. Agreement. In consideration of the foregoing and the mutual benefits to be derived herefrom, the Members agree as follows: 3.1 Purpose of Agreement. This Agreement is entered into by the Members pursuant to Chapter 39.34 Revised Code of Washington and Chapter 48.62 Revised Code of Washington for the purpose of authorizing the creation of the Cities INTERLOCAL AGREEMENT 1 Insurance Association of Washington (the "Association"), which shall be organized as a non-profit corporation under Chapter 24.03 Revised Code of Washington, to provide a Joint Insurance Purchasing Pool for the benefit of cities and towns in the State of Washington organized and existing pursuant to Title 35 or 35A Revised Code of Washington and districts and other municipal corporations as defined by RCW 48.62.021(1). The Association shall, in exchange for the payment of annual assessments and retroactive assessments by the Regular Members, administer a Joint Insurance Purchasing Pool wherein the Members will pool their losses and claims and jointly purchase insurance and administrative and other services through the Association including claims adjusting, risk management consulting, loss prevention and related services at levels established in each annual budget. It is also the purpose of this Agreement to provide, to the extent permitted by law, for the inclusion at a subsequent date of such additional cities and towns organized and existing under Title 35 or 35A Revised Code of Washington and districts and other municipal corporations as defined by RCW 48.62.021(1) as may desire to participate in the Joint Insurance Purchasing Pool. It is also the purpose of this Agreement to provide, to the extent permitted by law, that the Association may, at the discretion of its Board of Directors, contract with other local governmental entities in the State of Washington to provide, at a reasonable charge, administrative and other services, including claims adjusting, risk management consulting, loss prevention and training. 3.2 Parties to Agreement. 3.2.1 Each party to this Agreement certifies that it intends to contract with all parties who are signatories of this Agreement on its effective date and with such other parties as may later be added to and become signatories to this Agreement pursuant to Section 3.12. Each party to this Agreement also certifies that the withdrawal or cancellation of any party to this Agreement, pursuant to Sections 3.13 or 3.14, shall not affect this Agreement or such party's intent to contract pursuant to the terms of this Agreement with the then remaining parties to this Agreement. INTERLOCAL AGREEMENT 2 3.2.2 Types of Memberships. There shall be two separate memberships in the Association. Regular Members shall be made up of cities and towns. Regular Members shall be owners of the corporation with full voting rights. Associate Members are Public Entities approved for special membership as per the By -Laws of the Association. Associate Members shall have no ownership in the corporation and shall have no vote in corporate matters. 3.3 Term of Agreement. This Agreement shall become effective on September 1, 1988, and shall remain in force until terminated pursuant to the provisions of Section 3.16. 3.4 Creation of Association. 3.4.1 Pursuant to Chapter 48.62 Revised Code of Washington and Chapter 39.34 Revised Code of Washington, the Members authorize the incorporation of the Association as a non-profit corporation pursuant to Chapter 24.03 Revised Code of Washington and articles of incorporation substantially in the form attached as Exhibit B. The initial Board of Directors shall serve until the first annual election of Board of Directors members, which shall be held no later than 180 days after the effective date of this Agreement. Each Regular Member shall become a Member of the corporation. Associate Members shall be an associate of the corporation. The regulation and management of the affairs of the Association shall be governed by this Agreement, and corporate By -Laws substantially in the form attached as Exhibit C, which shall be adopted by the initial Board of Directors immediately upon the incorporation of the Association. The Association's articles of incorporation and By -Laws may be amended from time to time as deemed necessary by the Members and Board of Directors pursuant to the procedures set forth in Chapter 24.03 Revised Code of Washington and Article 17 of the By -Laws. 3.4.2 Notwithstanding the foregoing, the Board of Directors shall have no power or authority to incur any obligations on the part of, or to be chargeable to, Members or Associates in excess of the INTERLOCAL AGREEMENT 3 requirement of each Member or Associate to compensate the Association or the insurance carrier with whom the Association has affected a transaction as authorized by this Agreement, for the individual Member's or Associate's share or obligation for the purchase of insurance contemplated and authorized by this Agreement. The debts, obligations and liabilities of any Member or Associate shall not become the debts, obligations and liabilities of other Members or Associates except as provided by Section 3.11 of this Agreement. 3.4.3 The insurance afforded to each Member or Associate pursuant to this Agreement is limited to the insurance provided by any insurer of the Association and the coverages defined in the policies of insurance issued by any insurer of the Association. No coverage, benefit or insurance in excess or different from that afforded by any insurer of the Association is offered or afforded to any Member or Associate by execution of this Agreement. 3.5 Powers of the Association. The Members and Associates hereby delegate to the Association the powers which are common to the Members or Associates and which are reasonably necessary and proper to carry out the purposes and terms of this Agreement. Such powers shall include, but not be limited to, the power to: 3.5.1 Establish, and require compliance with, all terms of the Joint Insurance Purchasing Pool to be provided by the Association including the types and limits of the insurance coverage, the methodology to be used to allocate the Association's costs among Regular and Associate Members, and the amount of retroactive assessments to be paid by each Regular Member; 3.5.2 Make and enter into contracts; 3.5.3 Incur debts, liabilities or obligations; 3.5.4 Acquire, receive, hold or dispose of property, funds, services, and other forms of assistance from persons, firms, corporations and governmental entities; INTERLOCAL AGREEMENT 4 3.5.5 Sue and be sued, complain and defend, in its corporate name; 3.5.6 Hire employees and agents; and 3.5.7 Employ a third party administrator to act in accordance with Section 3.8.6. The powers delegated to the Association shall be exercised pursuant to the terms of this Agreement and in the manner provided by law. 3.6 Responsibilities of the Association. The Association shall have the following responsibilities: 3.6.1 Within 30 days after the effective date of this Agreement, the Board of Directors shall adopt a budget. A similar budget shall be adopted by the Board of Directors prior to the beginning of each fiscal year thereafter. Such budget shall specify the types and limits of the insurance coverage to be provided through the Association, the estimated annual assessment to be paid by each Member or Associate, and the methodology to be used to allocate the Association's costs, including deductible costs, administrative costs, and loss costs, to each Regular Member on a retroactive basis and to establish the amount, if any, of each Regular Member's retroactive assessment. 3.6.2 The Association will assist each Member's or Associate's risk manager, upon request, with the implementation of risk management programs. 3.6.3 The Association may provide loss prevention, safety, and consulting services to Members and Associates. 3.6.4 The Association will provide claims adjusting and subrogation services for claims covered by the Association's Joint Insurance Purchasing Pool. 3.6.5 The Association will provide loss analysis for the Members and Associates for the purpose of identifying high exposure operations and evaluating proper levels of self -retention and deductibles. INTERLOCAL AGREEMENT 5 3.6.6 The Association may conduct risk management audits to assess each Member's and Associate's participation in the Joint Insurance Purchasing Pool. 3.7 Responsibilities of Members. Members shall have the following responsibilities: 3.7.1 The governing body of each Member or Associate shall designate in writing a representative who shall be authorized to exercise the Member's or Associate's voting rights with respect to the Association and to act on behalf of the Member or Associate with respect to all matters pertaining to the Association. 3.7.2 Each Member or Associate shall maintain its own set of records, as a loss log, on all categories of loss to ensure accuracy of the Association's loss reporting system and shall provide to the Association a written report of all potential claims or losses within 14 days after they become known to the Member or Associate. 3.7.3 Each Member or Associate shall pay to the Association when due all assessments and retroactive assessments established by the Association pursuant to the terms of this Agreement. After the withdrawal, cancellation, or termination of a Regular Member, such Regular Member shall continue to pay to the Association when due its share of any retroactive assessment established by the Association until all claims, losses, costs, and other unpaid liabilities relating to the Regular Member's period of membership have been resolved fully. 3.7.4 Each Member or Associate shall provide the Association with such information or assistance as may be necessary for the Association to carry out the Joint Insurance Purchasing Pool. 3.7.5 Each Member or Associate shall comply with all By -Laws, resolutions, and policies by the Board of Directors and shall cooperate with the Association, and any insurer of the Association, in accomplishing the purposes of this Agreement. INTERLOCAL AGREEMENT 6 3.7.6 Each Member or Associate shall participate as provided herein in the selection of members of the Board of Directors. 3.8 Board of Directors' Authority. 3.8.1 The Association shall be governed by a Board of Directors. The Board of Directors shall consist of ten members, to be selected from the Regular Membership. Beginning with the second election of members to the Board of Directors, the Regular Members of that Committee shall be selected as follows: the area served by the Association shall be divided into three geographic regions, with each region represented by a number of representatives assigned to the region based on the number of Regular Members from that region. 3.8.2 To ensure that consistent management is provided for the Association into the future, the initial Board of Directors members shall have terms of one, two or three years. After the initial election, all Board of Directors members will be elected for a three- year term. Those terms will provide that four of the ten committee members will be elected for full terms in two consecutive years and three of the regular committee members will be elected for full terms the third year. 3.8.3 The Board of Directors shall elect a Chair for each fiscal year. In addition, the Board of Directors shall elect a Vice -Chair who will in the absence of the Chair or, in the event of the Chair's inability or refusal to act, perform the duties of the Chair. 3.8.4 Each member of the Board of Directors shall have one vote. 3.8.5 A majority of the members of the Board of Directors shall be required to transact the business of the Board of Directors. 3.8.6 The Third Party Administrator shall have the general supervisory control over the day to day decisions and administrative activities of the Association. Activities shall include but not be limited to: (1) negotiations and placement for insurance coverage contracts, (2) disbursal of billings to individual Members and Associates for their proportionate charges, (3) payment and management of claims INTERLOCAL AGREEMENT 7 sustained by Members or Associates of the Association and liaison with representatives acting on behalf of participating Members or Associates. 3.8.7 Administrative costs and charges to be paid to the Third Party Administrator shall be negotiated between the Board of Directors and the Administrator. 3.8.8 Pool funds shall be administered by the Association Administrator under the control and supervision of the Board of Directors. The Administrator will be authorized to disburse funds for the processing of covered claims and administrative costs. All parties having check writing authority on Association funds shall be bonded to the Association in an amount established by the Board of Directors. 3.8.9 The Board of Directors will provide for an audit of the accounts and records of the Association. When such an audit of the accounts and records is made by the Washington State Auditor's office, a report thereof shall be filed as a record with the office of the Administrator. Such reports shall be conducted and filed as required by law. Costs of this audit shall be borne by the Association and shall be considered as administrative costs. 3.8.10 Pursuant to the laws and regulations of the State of Washington, the Association elects to invest its assets in permissible investments in a manner which is permitted by law, such manner of investment to be selected from time to time by resolution of the Board of Directors. 3.8.11 The Board of Directors shall establish an annual budget for the Association. The Administrator shall submit a proposed budget for the following fiscal year 60 days prior to the end of each fiscal year to the Board of Directors. Fiscal years for the Association shall be from December 1 through November 30 of the next calendar year. The Board of Directors shall determine the estimated expenses and costs to be incurred by the Association for the next fiscal year and shall adopt a budget derived from the Administrator's proposed budget. The budget shall be in a form to provide the following information for the Association as a whole: (1) beginning INTERLOCAL AGREEMENT 8 and ending unreserved fund balance, (2) anticipated revenues in detail, and (3) appropriations in detail. The Board of Directors shall apportion that budget cost among the Members and Associates. All payments due to the Association from Members or Associates upon the basis of each budgeted assessment shall be paid as invoiced for the fiscal year for which the assessment is made. 3.8.12 The first budget and premium assessments shall be proposed by the Administrator and approved by the Board of Directors not later than 30 days after the effective date of this Agreement. 3.8.13 Any vacancies on the Board of Directors that occur during a term of office shall be filled by an election of the Board of Directors by a simple majority vote. Any replacement shall fill out the unexpired term of the committee member replaced. 3.9 Service Representative Relationship. 3.9.1 Each participating Member or Associate of the Association shall designate a servicing representative to act on their behalf in liaison with the needs of the Association Administrator. Should a participating Member choose not to designate a local servicing representative, the Association shall supply such services in accordance with a fee schedule adopted annually by the Board of Directors. Service representatives' minimum duties and criteria will be established by resolution of the Board of Directors and reviewed annually. Duties will include, but are not limited to the providing of local claims assistance, the securing of underwriting information, completion of applications, updating of vehicle lists and information and such other functions as the Board of Directors may from time to time establish by resolution. 3.9.2 Any fees to be paid the servicing representative by each Member or Associate will be established and paid by the Member or Associate. 3.9.3 Each Member and Associate agrees to indemnify and hold the Association, its Administrator, employees and agents, harmless from and indemnify them against any claims, complaints, causes INTERLOCAL AGREEMENT 9 of action or judgments arising from any allegation of a failure of the performance or negligence on the part of the Member's or Associate's servicing representative including a failure to communicate to or forward communications from the Association, the Association's Administrator or any Association insurer. The employment of a servicing representative and the scope of the services performed by that representative is completely within the domain of the Member or Associate. A Member or Associate acts upon the advice and actions or inactions of its servicing representative at its sole risk. 3.10 Effective Date of Pooled Insurance Purchasing Program. The Joint Insurance Purchasing Pool shall become effective on September 1, 1988 or upon execution of this Agreement by two or more Members, whichever occurs first. 3.11 Contingent Liability and Retroactive Assessments. 3.11.1 Pursuant to the provisions of Revised Code of Washington Section 48.62.060, each Regular Member shall be contingently liable for the liabilities of the Association in the event the assets or insurance of the Association are not sufficient to cover its liabilities. Any actual or projected deficits of the Association shall be financed through retroactive assessments levied against each Regular Member in accordance with the following cost allocation methodology. 3.11.2 In the event the Association's assets should be insufficient to cover liabilities, the Board of Directors shall direct the Administrator to reassess Regular Members an amount according to the following formula: Member (Liability Due and Not Reassessment = Serviced By Current X Amount Pool Assets) + (Required Reserve Account) Member Contribution or Assessments Since Inception TOTAL OF ALL Assessments or Contributions Since Inception The reassessment will be implemented only after a review of the circumstances surrounding the deficiency by the Board of Directors and approved by the Board of Directors. Should any Member leave INTERLOCAL AGREEMENT 10 the Association and subsequently a deficiency exist in the period that the entity was a Regular Member of the Association, the city or town in question shall be assessed the amount that the Association is held liable for the period in question. 3.12 New Members. Members admitted as Regular Members of the Association after one year from the effective date of the Joint Insurance Purchasing Pool may be required to pay a reasonable share of the unreserved fund balance of the Association and the costs necessary to analyze their loss data and determine their premiums. Any costs to be paid by the Regular or Associate new Members shall be determine by the Board of Directors. 3.13 Withdrawal. Any Member or Associate may withdraw only at the end of the Association's fiscal year (November 30) and only after it has given the Association written notice prior to December 1 of the preceding calendar year of its decision to withdraw from this Agreement. 3.14 Cancellation. The Association shall have the right to cancel any Member's or Associate's participation in the Joint Insurance Purchasing Pool upon the affirmative vote of at least three-fourths of the whole Board of Directors at any regular or special meeting. Any Member or Associate so canceled shall be given 180 days' notice prior to the effective date of the cancellation. 3.15 Effect of Withdrawal or Cancellation. Neither the withdrawal nor the cancellation of any Member or Associate shall cause the termination of this Agreement. No Member or Associate by withdrawing or having its membership canceled shall be entitled to payment or return of any assessment paid by the Member or Associate to the Association or any Association insurer, or to any distribution of the Association's assets. The withdrawal or cancellation of any Regular Member after the effective date of the Joint Insurance Purchasing Pool shall not terminate its responsibility to contribute its share of any INTERLOCAL AGREEMENT 11 assessments or retroactive assessments established by the Association until all claims, losses, costs, and other unpaid liabilities relating to the Regular Member's period of membership have been resolved fully and a determination of the final amount of payment owed by the Regular Member or credit due the Regular Member for the period of its membership has been made by the Board of Directors. In making this determination, the Board of Directors shall use the cost allocation methodology or methodologies established by the budgets adopted pursuant to the requirement of Section 3.6.1 hereof. It is the intent of this Agreement that no assets of the Association shall be owned by Associate Members nor shall Associate Members be responsible for debts incurred by the Association other than insurance premiums, assessments and claim deductibles attributed to the Associate Member's membership. 3.16 Termination and Distribution. 3.16.1 Termination. This Agreement may be terminated at any time by the written consent of three-fourths of the Members. However, this Agreement and the Association shall continue to exist for the purpose of paying all debts and liabilities, disposing of all claims, distributing net assets, and otherwise winding up and liquidating the affairs of the Association. The Board of Directors is vested with all powers of the Association during such winding up and liquidation, including the power to require Regular Members, including those Regular Members who withdrew prior to the termination date, to pay any retroactive assessments deemed necessary by the Board of Directors to fully resolve and dispose of all claims, losses and liabilities covered by this Agreement. The retroactive assessment shall be determined on the basis of the cost allocation methodology or methodologies established by the resolutions adopted pursuant to the requirements of Sections 3.6.1 and 3.11.2 hereof. 3.16.2 Distribution. Upon termination of this Agreement and full satisfaction of all outstanding claims, losses, and liabilities of the Association, all assets of the Association shall be distributed among the Regular INTERLOCAL AGREEMENT 12 Members who were Members of the Joint Insurance Purchasing Pool, on the date action to terminate this Agreement was taken, in proportion to the cash payments made by each Regular Member during the term of this Agreement. The Board of Directors shall determine such distribution within six months after the last pending claim or loss covered by this Agreement has been resolved fully. 3.17 Notices. Notice to Members or Associates hereunder shall be sufficient if mailed to the office of the last official address of the respective Member. 3.18 Amendment. This Agreement may be amended at any time by the approval of three- fourths of the Members present or voting at any meeting of the Members. All amendments shall be in writing. Amendments may be proposed by the Board of Directors. Any proposed amendment to this agreement adopted by three-fourths of the whole Board of Directors shall be deemed adopted subject to review by the Members. If four -tenths of the Members present or voting at any meeting of the Members (called in accordance with Article 3 of the By -Laws) vote to repeal any amendment adopted by three-fourths of the whole Board of Directors, that amendment is deemed repealed. 3.19 Enforcement. The Association is hereby granted the authority to enforce the terms of this Agreement. In the event action is instituted to enforce any term of this Agreement or any term of the By -Laws against any Member or Associate or previous Member or Associate, the Member or Associate or previous Member or Associate agrees to pay such sums as the court may fix as reasonable attorneys' fees and costs in said action including fees and costs on appeal. 3.20 Default and Remedies. If any Member or Associate fails to perform any term or condition of this Agreement and such failure continues for a period of sixty days after the Association has given the Member or Associate written notice of such INTERLOCAL AGREEMENT 13 failure, the Member or Associate shall be in default hereunder. Upon default, the Association may immediately cancel the Member's or Associate's membership effective immediately without further notice, or exercise any remedies herein provided or otherwise provided by law. The rights and remedies of the Association are cumulative in nature and pursuit of any particular remedy shall not be deemed an election of remedies or a waiver of any other remedies available hereunder or otherwise available by law. 3.21 No Waivers. No waiver or forbearance of a breach of any covenant, term, or condition of this Agreement shall be construed to be a waiver or forbearance of any other or subsequent breach of the same or of any other covenant, term or condition, and the acceptance of any performance hereunder, or the payment of any sum of money after the same has become due or at a time when any other default exists hereunder, shall not constitute waiver of the right to demand payment of all other sums owing or a waiver of any other default then or thereafter existing. 3.22 Prohibition Against Assignment. No Member or Associate may assign any right, claim or interest it may have under this Agreement, except to a successor entity following a statutory reorganization. Should any Member or Associate reorganize in accordance with the statutes of the State of Washington, the successor in interest, or successors in interest, may be substituted as a Member or Associate or Members or Associates upon approval of the Board of Directors. No creditor, assignee or third party beneficiary of any Member or Associate shall have any right, claim or title to any part, share, interest, fund premium or asset of the Association. 3.23 Entire Agreement. This Agreement contains the entire understanding of the parties, and they acknowledge that there is no other written or oral understanding or promise between them with respect to the matters addressed by this Agreement. This Agreement may not be altered, amended, or revoked except pursuant to the provision of Section 3.18. INTERLOCAL AGREEMENT 14 3.24 Severability. If any term or provision of this Agreement shall to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision in this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 3.25 Time. Time is of the essence of this Agreement and each and every provision hereof. 3.26 Section Headings. The section headings in this Agreement are inserted for convenience only and are not intended to be used in the interpretation of the contents of the sections they introduce. 3.27 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 3.28 Counterpart Copies. This Agreement may be signed in counterpart or duplicate copies, and any signed counterpart or duplicate copy shall be equivalent to a signed original for all purposes. INTERLOCAL AGREEMENT 15 Execution. The parties have executed this Agreement by authorized officials thereof. Name of City or Town or Public Entity Mailing Address Street Address (if different from above) City Zip Phone By Signature of Authorized Official (Print or Type Name) Title Date INTERLOCAL AGREEMENT 16 EXHIBIT A List of Members Cities Insurance Association of Washington City Members 1. Town of Albion 2. City ofAsotin 3. City of Bingen 4. City of Black Diamond 5. City of Blaine 6. City of Buckley 7. City of Colfax 8. City of College Place 9. Town of Colton 10. City of Colville 11. City of Connell 12. City of Cosmopolis 13. Town of Coulee Dam 14. Town of Creston 15. City of Davenport 16. City of Dayton 17. City of Duvall 18. City of East Wenatchee 19. Town of Electric City 20. Town of Elmer City 21. Town of Endicott 22. City of Entiat 23. City of Ephrata 24. City of Everson 25. City of Fircrest 26. City of Grand Coulee 27. City of Granite Falls 28. Town of Hartline 29. City of Ilwaco 30. Town of lone 31. City of Kahlotus 32. City of Kittitas 33. Town of Krupp 34. Town of LaCrosse 35. City of Liberty Lake 36. Town of Lind 37. Town of Lyman 38. City of Lynden 11111111.11111111 IIIIIIIIIIIIIIIIIIIIIII IIII IIII 111111 I I III III III �II Ifl " I iiia IIII IA•• 11 I(( ff( IIIA illllllllllllllllllllll I ,„ " •9„ IIHH1111II UI�IIID, 39. City of Lynnwood 40. Town of Malden 41. Town of Mansfield 42. Town of Marcus 43. City of Mattawa 44. Town of Metaline Falls 45. City of Moxee 46. City of Napavine 47. Town of Nespelem 48. City of Newport 49. City of Nooksack 50. City of Oakville 51. City of Okanogan 52. City of Omak 53. City of Oroville 54. City of Palouse 55. City of Prosser 56. City of Quincy 57. Town of Reardan 58. City of Republic 59. City of Ritzville 60. Town of Riverside 61. City of Rock Island 62. City of Royal City 63. City of Sedro-Woolley 64. City of Selah 65. City of South Bend 66. Town of South Cle Elum 67. City of Sprague 68. Town of Starbuck 69. Town of St. John 70. City of Stevenson 71. City of Sultan 72. City of Sumas 73. City of Tonasket 74. Town of Uniontown 75. City of Waitsburg 76. Town of Washtucna Cities Insurance Association of Washington 77. Town of Waterville 78. City of White Salmon 79. Town of Wilbur 80. Town of Wilkeson 81. City of Woodland 82. City of Yakima Special District Members 1. Alpine Water District 2. Asotin County Cemetery District #1 3. Basin City Water -Sewer District 4. Belfair Water District #1 5. Bellingham Public Development Authority 6. Bellingham-Whatcom Public Facilities District 7. Bridgeport Bar Irrigation District 8. Columbia Valley Water District 9. Columbia Water & Power Irrigation District 10. Consolidated Diking Improvement District #1 11. Consolidated Diking Improvement District #2 12. Consolidated Diking Improvement District #3 13. Consolidated Irrigation District 14. Dallesport Water District 15. Diking Improvement District#15 16. Douglas County Sewer District #1 17. Drainage Improvement District#1 18. East Spokane Water District 1-109 19. Elbe Water & Sewer District 20. Elochoman Valley Partners LLC 21. Endicott Park and Recreation District #7 22. Franklin County Irrigation District #1 23. Gardena Farms Irrigation District #13 24. Garfield Parks & Recreation 25. Garfield Public Development Authority 26. Glacier Water District #14 27. Grant County Cemetery District #1 28. Irvin Water District #6 29. Jefferson County Rural Library District 30. Kennewick Irrigation District 1111111111111111 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII I II II 11 111111 VII. IIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII EMEMPEMMEMEN • 11 VIII U Ih lu°' IIII �� I II (11111111111111111111111111111111111111 111111 11111111111111111111111111111111111111.l'41IIID,,, 11.11111111111111111 31. Kennewick Public Facilities District 32. King County Drainage District #13 33. Kittitas County Water District #2 34. Kittitas Reclamation District 35. Lake Wenatchee Water District 36. Lakehaven Utility District 37. Lenora Water & Sewer District 38. Lewis County Water & Sewer District #5 39. Lexington Flood Control Zone 40. Lind Cemetery District 41. Lopez Island Solid Waste Disposal District 42. Lower Stemilt Irrigation District 43. Lynden Transportation District 44. Lynnwood Transportation Benefit District 45. Malaga Water District 46. Moab Irrigation District 47. Moses Lake Irrigation & Rehabilitation District 48. Naches-Selah Irrigation District 49. North Spokane Irrigation District 8-232 50. Orchard Ave. Irrigation District 6-179 51. Pasadena Park Irrigation District 17-117 52. Peshastin Water District 53. Pierce County Flood Control District 54. Pierce County Noxious Weed Control Board 55. Point Roberts Parks & Recreation #1 56. Port of Kennewick 57. Port of Quincy 58. Prosser Transportation Benefit District 59. Ritzville Public Development Authority 60. Rosalie Park & Recreation District #5 61. Roza Irrigation District 62. Skagit County Dike Drainage & Irrigation Dist #12 63. Skagit County Drainage District #14 64. Skagit County Drainage District #16 65. Skagit County Sewer District #2 66. South Banks Lake Mosquito Control Dist #3 67. Spokane Aquifer Joint Board 68. Spokane County Water District #3 69. Startup Water District 70. Sunnyside Valley Irrigation District Administered by *CANFIELD® Cities Insurance Association of Washington 71. Timberland Regional Library 72. Trentwood Irrigation District #3 73. Uniontown Community Development Association 74. Washington State School Directors Association 75. Whitman County Public Hospital District #2 76. Whitman County Water Conservancy Board 77. Yakima County Joint Board of Control #1 78. Yakima Tieton Irrigation District Fire District Members 1. Adams County FPD # 1 2. Adams County FPD # 2 3. Aero -Skagit Emergency Services 4. Bainbridge Island Fire Department 5. Blue Mountain Fire District # 1 6. Central Kitsap Fire & Rescue 7. Central Valley Ambulance Authority 8. Chelan County FPD #1 9. Chelan County FPD #3 10. Chelan County FPD #4 11. Clallam County FPD #6 12. Columbia County FPD #1 13. Douglas County FPD #2 14. Douglas County FPD #5 15. Ferry/Okanogan Fire District #13 16. Ferry/Okanogan County FPD #14 17. Franklin County FD #1 18. Franklin County FPD #4 19. Glacier Fire & Rescue 20. Grant County FPD #3 21. Grant County FPD #4 22. Grant County FPD #13 23. Grant County FPD #14 24. Grays Harbor County FPD #1 25. Grays Harbor County FPD #2 26. Grays Harbor County FPD #5 27. Grays Harbor County FPD #11 28. Joint County FPD #2 II IIII I Ifl " iiiu 111111 II III I 11111 111111 illlllll I(( ff( IIII IIIIIIIIIIII 1.11 1�il�llllllll1 llllllllllll IIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIII Nun Ent IIID, 29. Joint Management Group (Kitsap County) 30. Kent Regional Fire District 31. King County FD #4 DBA Shoreline Fire Department 32. King County FPD #28 & Special Rescue 33. King County FPD #34 34. King County FPD #50 35. Kittitas County FPD #6 36. Klickitat County FPD #10 37. Lincoln County Emergency Communications 38. Lincoln County FPD #1 39. Lincoln County FPD #5 & Davenport FPD 40. Lincoln County FPD #7 41. North Pacific County EMS 42. Okanogan County FPD #1 43. Okanogan County FPD #4 44. Okanogan County FPD #9 45. Okanogan County FPD #16 46. Oroville Rural EMS District 47. Pacific County FPD #8 48. Pend Oreille County FPD # 5 49. Pierce County FPD #26 50. Poulsbo Fire Department 51. Region 6 Training Council 52. Riverside Fire & Rescue 53. San Juan County FPD #5 54. Skagit County FPD #10 55. Skagit County Fire District #19 56. Skagit County EMS Commission 57. Snohomish County FPD #5 58. Snohomish County FPD #10 59. South Kitsap Fire & Rescue 60. Stevens County FPD #3 61. Stevens County FPD #6 62. Stevens County FPD #7 63. Stevens County FPD #10 64. Thurston County FPD #16 DBA Gibson Valley Fire District 65. Waitsburg Ambulance Service 66. West Thurston Regional Fire Authority 67. Whatcom County FPD #1 Administered by 47j CANFIELD® Cities Insurance Association of Washington 68. Whatcom County FPD #5 69. Whatcom County FPD #14 70. Whitman County FPD #1 71. Whitman County FPD #2 72. Whitman County FPD #3 73. Whitman County FPD #4 & City of Palouse FD 74. Whitman County FPD #6 75. Whitman County FPD #8 I�o uuIIuoi IIII'°'Uuil!uiiiiuVylllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll,,','. ` ((I ' uIP IIIIIII VIII III VIII 111111111111111111 III 11 lllilllllllIl111lllll iillllllllll lllllllllll iiiu l u, 01111111111111111111111 Administered by CANFIELD®