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HomeMy WebLinkAboutReso 89-25 Item 5.8 Consenting Dissolution San Mateo County Cities Insurance Group Joint Powers Reso. No. 89-25, Item 5.8, Adopted 10/21/2025 Page 1 of 2 RESOLUTION NO. 89- 25 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN CONSENTING TO THE DISSOLUTION OF SAN MATEO COUNTY CITIES INSURANCE GROUP JOINT POWERS AUTHORITY PURSUANT TO SECTION 5 OF THE SAN MATEO COUNTY CITIES INSURANCE GROUP JOINT POWERS AGREEMENT AND APPROVING A DISSOLUTION AGREEMENT TO GOVERN THE DISSOLUTION PROCESS WHEREAS, the San Mateo County Cities Insurance Group Joint Powers Authority, known as the “Cities Group”, is a Joint Powers Authority formed on October 5, 1978 for the purpose of allowing its membership agencies to pool resources to fund and administer their respective workers’ compensation programs; and WHEREAS, the governance of the Cities Group and the rights and obligations of the member agencies of the Cities Group are as described in the San Mateo County Cities Insurance Group Joint Powers Agreement (“JPA”), originally adopted on October 5, 1978 and as amended, and the Bylaws of Cities Group (“Bylaws”), as amended from time to time; and WHEREAS, prior to January 1, 2025, five of the six members of the Cities Group issued withdrawal notices pursuant to Section 4 of the JPA, as amended in 1997, indicating either intents or interests in withdrawing from the Cities Group; and WHEREAS, on August 1, 2025, the City of Foster City withdrew from membership in the Cities Group pursuant to an Agreed Termination under Section VIII(B) of the Cities Group Bylaws; and WHEREAS, the five remaining members of the Cities Group are the City of San Carlos, the City of Half Moon Bay, the City of Dublin, the Town of Atherton, and the Town of Hillsborough (collectively, the “Member Agencies”); and WHEREAS, in anticipation of Foster City’s withdrawal and in light of the withdrawal notices issued by the majority of the Cities Group’s membership, on June 10, 2025, the Board of Directors adopted a resolution stating its intent to recommend the dissolution of the Cities Group to the Member Agencies; and WHEREAS, that June 10, 2025, resolution included the Board’s finding that an orderly dissolution of the Cities Group was the preferable method of transitioning the Member Agencies out of the Cities Group, rather than allowing each Member Agency to individually withdraw; and WHEREAS, Cities Group staff worked with representatives of each of the Member Agencies to draft the Dissolution Agreement attached hereto as Exhibit A (“Dissolution Agreement”); and WHEREAS, the Cities Group Board of Directors reviewed the Dissolution Agreement at its meeting of September 9, 2025, and, by a 4-0-1 vote (one member absent), adopted a resolution that formally recommended that the Council for each Member Agency consent to the dissolution of the Cities Group and approve the Dissolution Agreement attached hereto as Exhibit B; and WHEREAS, Section 5 of the JPA requires that the Member Agencies remain members of the Cities Group and that the assets of the Group not be divided and returned to the Members Agencies until all Docusign Envelope ID: B9A3CE8E-30D5-4FE4-B0C0-9B466EA9C939 Reso. No. 89-25, Item 5.8, Adopted 10/21/2025 Page 2 of 2 outstanding obligations of the Cities Group have been resolved and/or each member agency executes a contract with the Cities Group to either pay off its outstanding liabilities or accept responsibility for its outstanding claims; and WHEREAS, Cities Group shall continue to administer and adjust all pending claims until the time that they are transferred and accepted by the Member Agencies or their identified claims administrators on or before January 1, 2026; and WHEREAS, pursuant to Section 5 of the JPA, the Cities Group may not dissolve and the Dissolution Agreement shall not be operable unless and until each of the Member Agencies consents to the dissolution. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin consents to the dissolution of the Cities Group pursuant to Section 5 of the JPA and approves the Dissolution Agreement attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Dissolution Agreement, attached hereto as Exhibit A, and make any necessary, non-substantive changes to carry out the intent of this Resolution. PASSED, APPROVED AND ADOPTED this 21st day of October 2025, by the following vote: AYES: Councilmembers Josey, McCorriston, Morada, Qaadri and Mayor Hu NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk Docusign Envelope ID: B9A3CE8E-30D5-4FE4-B0C0-9B466EA9C939 Exhibit A to the Resolution AGREEMENT DISSOLVING THE SAN MATEO COUNTY CITIES INSURANCE GROUP PURSUANT TO SECTION 5 OF THE SAN MATEO COUNTY CITIES INSURANCE GROUP JOINT POWERS AGREEMENT (“JPA”) This DISSOLUTION AGREEMENT (the “Dissolution Agreement”) is hereby made and entered into by and among the members of the San Mateo County Cities Insurance Group, a California Joint Powers Authority (“Cities Group” or “Group”). Those “members” are the City of San Carlos, City of Dublin, City of Half Moon Bay, Town of Atherton, and Town of Hillsborough (collectively, the “Member Agencies” or “Parties”). RECITALS A. The Cities Group is a Joint Powers Authority formed on October 5, 1978 for the purpose of allowing its Membership Agencies to pool resources to fund and administer their respective workers’ compensation programs. B. The governance of the Cities Group and the rights and obligations of the Member Agencies are as described in the San Mateo County Cities Insurance Group Joint Powers Agreement (“JPA”), originally adopted on October 5, 1978 and as amended, and the Bylaws of Cities Group (“Bylaws”), as amended from time to time. C. The Cities Group Board of Directors has recommended, by resolution adopted September 9, 2025 that the Cities Group be dissolved. D. Section 5 of the JPA provides that the Cities Group may be dissolved upon the consent of all Member Agencies. E. Section 5 of the JPA requires that, upon the consent to dissolve the Cities Group, the assets of the Cities Group not be divided and returned to the Member Agencies until all outstanding obligations of the Group have been resolved and that the final disposition of assets will be made in proportion to the contributions of the then- participating Member Agencies. F. In July 2025, the Cities Group Board of Directors approved a Termination Agreement with the City of Foster City to remove Foster City as a Member Agency (the “FC Termination Agreement”). The FC Termination Agreement requires the Cities Group to return the balance of funds contributed by Foster City to the Group, less expenses. Pursuant to the FC Termination Agreement, those funds paid by Foster City to the Cities Group are available to pay continuing costs of the Group, but the Group must reimburse an amount equal to the ending balance(s) of those funds, less expenses, to Foster City within ten years of the termination of its membership or prior to dissolution of the Cities Group. Docusign Envelope ID: B9A3CE8E-30D5-4FE4-B0C0-9B466EA9C939 NOW THEREFORE, in consideration of the Recitals above and the mutual covenants contained herein, the Parties agree as follows: 1. The foregoing recitals are true and correct and incorporated herein as terms of this Dissolution Agreement. 2. Dissolution. The Member Agencies hereby agree to dissolve the Cities Group pursuant to Section 5 of the JPA. The Cities Group shall not dissolve and shall continue to operate until such time that the Board of Directors finds by adopted resolution that all obligations of the Group have been resolved (the “Ending Resolution”). Such Ending Resolution shall include a final accounting of the assets of the Group and indicate how those assets shall be divided and returned to the Member Agencies, in accordance with the JPA and this Dissolution Agreement. The Member Agencies each agree not to withdraw from nor terminate their membership in the Cities Group, until such time that the Board approves the Ending Resolution. 3. Operations During Dissolution Process. The operations and governance of the Cities Group shall continue to be governed by the provisions of the JPA and the Bylaws, except that the Cities Group’s powers shall be limited to winding up the affairs of the Group as of the Transfer Date defined in Section 4, below. The terms of this Dissolution Agreement shall also govern the operations and governance of the Cities Group and, when in conflict with the JPA and/or Bylaws, the provisions of this Dissolution Agreement shall control. 4. Transfer of Claims Operations to New Administrators or Agencies. The Cities Group shall cease all claims operations and the provision of all other benefits or services on behalf of the Member Agencies on or before January 1, 2026 (“Transfer Date”). Beginning on the Transfer Date, the Cities Group is expressly prohibited from administering claims or providing other benefits or services to the Members Agencies or others. Each Member Agency shall be responsible for, before the Transfer Date, taking all actions necessary to replace those services so that there is no interruption in claims operations or the provision of other benefits and services. Those actions will likely include but may not be limited to: retaining a new claims administrator; obtaining authorization from the Office of Self-Insurance Plans (OSIP) to accept responsibility for all existing, past, and future claims; and coordinating with Cities Group to transfer all closed and pending claims to the Member Agency or its identified claims administrator. The Member Agencies understand and agree that the Cities Group will not retain claims administration staff beyond December 31, 2025. Any Member Agency that is unable for any reason to administer its own pending and future claims as of the Transfer Date shall be responsible for any liability or assessed penalties arising out Docusign Envelope ID: B9A3CE8E-30D5-4FE4-B0C0-9B466EA9C939 of that inability, and that Member Agency shall indemnify and defend the Group, and the other Member Agencies, to the fullest extent allowed by law against any such liability or penalties. 5. Full Assumption of Claims Liability. On or before the Transfer Date, each Member Agency shall assume all liability for all claims generated by it, including without limitation all past, closed, pending, and future claims. Upon the transfer of claims data to the Member Agency or its designated administrator, but in no case later than the Transfer Date, each Member Agency agrees to indemnify, release from liability, defend, and hold harmless Cities Group, its Directors, officers, contractors and agents or their employees, and the other Member Agencies and their officers, contractors, agents, and employees, from and against any and all claims, suits, actions, liability, loss, damage, expense, cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, which may be brought against, or suffered or sustained by Cities Group, its Directors, officers, contractors, agents or their employees, or the other Member Agencies and their officers, contractors, agents, and employees, caused by, or alleged to have been caused by, any acts prior to the Transfer Date. 6. Shared Expenses. All claims costs and expenses shall continue to be paid out of each Member Agency’s existing reserve balances. In accordance with the JPA, the operational costs of the Cities Group shall, until the Transfer Date, continue to be apportioned to each Member Agency based on the proportional share of assessments for the provision of benefits. Upon the Transfer Date, all operational expenses incurred by the Cities Group shall be shared equally among the Member Agencies (“Shared Expenses”), except for those expenses attributable directly to a Member Agency or subset of the Member Agencies. 7. Final Accounting and Equity Balancing. After the Transfer Date, the Board of Directors shall commission studies necessary to substantiate an accurate final accounting of each Member Agency’s respective equity in or deficit to the Cities Group as of the Transfer Date. The costs associated with such studies shall be a Shared Expense of the Group. At the discretion of the Board of Directors, these studies will likely include an audit that examines: historical claims data; deposits and withdrawals; assessments paid by the Member Agencies; correspondence to the Member Agencies related to deposits and withdrawals; and compliance with standard budget and accounting practices, the JPA, the Bylaws, and actions of the Board of Directors. Upon the conclusion of those studies, a final accounting shall be conducted to identify the fund balances of each respective Member Agency as of the Transfer Docusign Envelope ID: B9A3CE8E-30D5-4FE4-B0C0-9B466EA9C939 Date Should it be determined that the sum of a Member Agency’s fund balance(s) is less than zero, that Member Agency shall, within 30 days of the final accounting, pay the Group the amount necessary to bring its equity in the Group to zero. The Member Agency may, however, elect to pay only $50,000 within 30 days if it is determined that the Member Agency must pay in excess of that amount to bring its equity in the Group to zero. If a Member Agency makes this election, it shall pay an additional $20,000 each subsequent month until its equity in the Group is zero. If the amount required to bring the Member Agency’s equity to zero has not been fully paid by August 1, 2026, the Member Agency shall pay the balance of that amount on that date. Any such Member Agency shall also be regularly assessed to cover its portion of the Shared Expenses through the dissolution of the Group. If it is determined that a Member Agency’s fund balance(s) cause that Member Agency to have positive equity in the Group, the Member Agency shall be reimbursed an amount calculated to bring its equity to zero, less any Shared Expenses paid from the remaining fund balance(s), which shall be identified in the Ending Resolution and paid immediately thereafter. Should the Shared Expenses attributed to a Member Agency ever exceed the Member Agency’s equity in the Group, that Member Agency shall be regularly assessed to cover its portion of the Shared Expenses through the dissolution of the Group. 8. Executive Management. The Cities Group has no employees. Management of the Cities Group is currently provided on a contractual basis by Chrisman and Associates, with its principal, Paul Chrisman (“Chrisman”), serving as the Executive Director of the Cities Group. Chrisman shall continue to serve as the Executive Director beyond the Transfer Date unless and until the Board determines that such service is no longer necessary. As a means of reducing the cost of winding down the affairs of the Cities Group, the Board is authorized and expected to negotiate an amendment to the agreement with Chrisman and Associates to allow Chrisman to continue performing limited administrative functions on an hourly basis. At such time that the Board of Directors determines that the remaining obligations of the Cities Group are de minimis – meaning that the day-to-day operations of the Group have ceased – the Board may authorize the Board President or other Board member to act as the Executive Director of the Cities Group in lieu of retaining Chrisman or other contracted Executive Director. In such case, the Board of Directors shall also appoint the finance director, administrative services director, or similar employee of one of the Member Agencies to manage the finances of the Cities Group and support the Executive Director in performing administrative functions. The Board President or any Board member serving as Executive Director shall not be compensated or reimbursed for time dedicated to serving as Executive Docusign Envelope ID: B9A3CE8E-30D5-4FE4-B0C0-9B466EA9C939 Director. However, any costs incurred by the Member Agency whose employee is appointed to manage the finances of and support the administrative functions of the Cities Group, including the cost of the employee’s time, shall be reimbursed to that Member Agency and paid as a Shared Expense. Nothing in this section shall preclude the Board, in its discretion, from retaining outside contractors or consultants to perform the executive and administrative functions of the Group in the event that such need arises and none of the Member Agencies and/or Board members agree to perform those functions. Any cost associated with retaining those contractors or consultants shall be Shared Expenses. 9. Board and Board President. Each Member Agency shall appoint one Board member, who shall serve until that person is no longer a representative of the Member Agency and/or the Member Agency has appointed a new Board member. Each year in January, the Board will nominate and vote to select a Board President that shall serve in that role until a new President is selected the following January. If the President vacates their position, the Board shall meet within two weeks of the vacancy and appoint a new Board member as President for the remainder of the current term. 10. Regular Board Meetings. After the Transfer Date, the Board shall meet no less than four times a year to review the status of the outstanding obligations of the Cities Group and take other actions necessary to resolve those obligations. 11. Resolving Obligations and Liabilities. The Board of Directors shall take all actions necessary, in its discretion, to resolve all obligations and liabilities of the Group. Those acts may include, but are not necessarily limited to, executing and/or canceling contracts; authorizing the submission of claims and/or the initiation of litigation; and accepting, denying, defending against, and/or settling claims brought against the Group, including litigated claims. 12. Records Retention. Upon the transfer of all claim files to the respective Member Agencies or their identified claims administrators, the Cities Group shall have no further obligation to retain those records. The Cities Group shall retain all of its other records for statutorily required periods. At such time that the executive and administrative functions of the Group are no longer performed by Chrisman and Associates, the Board shall select at least one Member Agency to receive and retain the business and public records of the Cities Group for the statutorily required periods, even if those periods extend beyond the dissolution of the Cities Group. The Board shall review and approve an itemization of the records that are to be Docusign Envelope ID: B9A3CE8E-30D5-4FE4-B0C0-9B466EA9C939 purged by Chrisman and Associates rather than transferred to one or more of the Member Agencies. 13. Ending Resolution. Upon finding that all obligations of the Cities Group have been resolved, the Board of Directors shall approve the Ending Resolution by unanimous vote. Upon the approval of the Ending Resolution, the Cities Group shall be considered dissolved. 14. Mutual Waiver. As of the date that the Ending Resolution is adopted, each Member Agency waives all claims against the Cities Group and against one another with respect to the operation or governance of the Cities Group. The Councils of each of the Member Agencies have authorized, by adopted resolutions, the dissolution of the Cities Group pursuant to the terms of this Dissolution Agreement. The signatories below have each been authorized to bind their respective Member Agencies by executing this Dissolution Agreement on their behalf. _______________________________Dated:________________________________ Town of Atherton _______________________________Dated:________________________________ City of Dublin ________________________________Dated:________________________________ Town of Hillsborough ________________________________Dated:________________________________ City of Half Moon Bay ________________________________Dated:________________________________ City of San Carlos Docusign Envelope ID: B9A3CE8E-30D5-4FE4-B0C0-9B466EA9C939 Exhibit B to Resolution Docusign Envelope ID: B9A3CE8E-30D5-4FE4-B0C0-9B466EA9C939 Docusign Envelope ID: B9A3CE8E-30D5-4FE4-B0C0-9B466EA9C939 Docusign Envelope ID: B9A3CE8E-30D5-4FE4-B0C0-9B466EA9C939