3. APPROVAL OF AGENDA AS POSTED (OR AMENDED)

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1 1750 Creekside Oaks Drive, Suite 200, Sacramento, CA (800) Fax (916) BOARD OF DIRECTORS MEETING AGENDA Wednesday, June 20, :30 A.M Hilton Garden Inn San Francisco Airport North 670 Gateway Blvd South San Francisco, CA In compliance with the Americans with Disabilities Act, if you need a disability-related modification or accommodation to participate in this meeting, please contact Katie Sullivan at (916) or (916) (fax). Requests must be made as early as possible, and at least one full business day before the start of the meeting. Documents and materials relating to an open session agenda item that are provided to the Association of Bay Area Governments Pooled Liability Assurance Network (ABAG PLAN) Board of Directors less than 72 hours prior to a regular meeting will be available for public inspection at 1750 Creekside Oaks Dr., Suite 200, Sacramento, CA Page 1. CALL TO ORDER 2. INTRODUCTIONS 3. APPROVAL OF AGENDA AS POSTED (OR AMENDED) 4. PUBLIC COMMENTS - This time is reserved for members of the public to address the Committee relative to matters of the ABAG PLAN not on the agenda. No action may be taken on non-agenda items unless authorized by law. Comments will be limited to five minutes per person and twenty minutes in total. * Reference materials enclosed with staff report. 1

2 ABAG PLAN Board of Directors Agenda Meeting of June 20, 2018 Page 2 Page 5. CONSENT CALENDAR If a Committee member would like to discuss any item listed, it may be pulled from the Consent Calendar. 4 *A. Minutes November 2, 2017, Special Board of Directors Meeting Recommendation: Staff recommends the Executive Committee approve the Consent Calendar. 6. ADMINISTRATION MATTERS 7 *A. Consideration of Resolution No : Wind-up and Dissolve ABAG PLAN Corporation Recommendation: Staff recommends approval of Resolution No : Wind-up and Dissolve ABAG PLAN Corporation. 7. CLOSING COMMENTS This time is reserved for comments by Board members and/or staff and to identify matters for future Board business. A. Board of Directors B. Staff 8. ADJOURNMENT * Reference materials enclosed with staff report. 2

3 CONSENT CALENDAR ABAG PLAN BOARD OF DIRECTORS MEETING June 20, 2018 Agenda Item 5.A. SUBJECT: Consent Calendar BACKGROUND AND HISTORY: The Consent Calendar consists of items that require approval or acceptance but are selfexplanatory and require no discussion. If the Committee would like to discuss any item listed, it may be pulled from the Consent Calendar. RECOMMENDATION: Staff recommends the Executive Committee approve the Consent Calendar. REFERENCE MATERIALS ATTACHED: A. Minutes from the November 2, 2017, Special Board of Directors Meeting 3

4 DRAFT ASSOCIATION OF BAY AREA GOVERNMENTS POOLED LIABILITY ASSURANCE NETWORK (ABAG PLAN) and SHARED AGENCY RISK POOL (SHARP) MINUTES OF THE SPECIAL JOINT PLAN BOARD OF DIRECTORS AND SHARP BOARD OF DIRECTORS MEETING OF NOVEMBER 2, 2017 A special meeting of the ABAG PLAN Board of Directors and SHARP Board of Directors was held on November 2, 2017, at City of Foster City Community Center, 1000 E. Hillside Boulevard, Foster City, CA MEMBERS PRESENT: Marc Zafferano, President, City of San Bruno Laci Kolc, City of American Canyon George Rodericks, Town of Atherton Heather McLaughlin, City of Benicia Kathleen Kane, City of Burlingame Jesse Takahashi, City of Campbell Brian Dossey, Town of Colma Randolph Hom, City of Cupertino Julie Carter, City of Dublin Brenda Olwin, City of East Palo Alto Ann Ritzma, City of Foster City Yulia Carter, City of Half Moon Bay Edmund Suen, City of Foster City John Mullins, Town of Hillsborough Pak Lin, Town of Los Altos Hills Frances Reed, Town of Los Altos Hills Robert Schultz, Town of Los Gatos Will Fuentes, City of Milpitas Donald Larkin, City of Morgan Hill David Benoun, City of Newark Lorenzo Hines, City of Pacifica Jeremy Dennie, Town of Portola Valley Joe Chinn, Town of Ross Rebecca Mendenhall, City of San Carlos Mary Furey, City of Saratoga Richard Lee, City of South San Francisco Scott Corey, City of Suisun City Greg Chanis, Town of Tiburon Kevin Bryant, Town of Woodside 1. CALL TO ORDER ROLL CALL: The November 2, 2017, Board of Directors Meeting was called to order. Those present introduced themselves. 4

5 Special Joint ABAG PLAN and SHARP Board of Directors Meetings Minutes of November 2, 2017 Page 2 2. PUBLIC COMMENTS: None. 3. MEETING MINUTES: A motion was made to approve the following items: 1) Minutes from June 7, 2017, Special SHARP Board Meeting; and 2) Minutes from June 23, 2017, PLAN Board and Special SHARP Board Meeting. 4. PLAN ACTUARY COMMITTEE UPDATE: The actuarial review of ABAG s self-insured property program (the PLAN) was completed and assuming a pool deductible of $225,000 and a member deductible of $5,000, the ultimate cost of claims and expenses for claims during the 2017/18 program year was estimated to be $593,000, including allocated loss adjustment expenses (ALAE). The discount for investment income was calculated assuming a 3.0% return on investments per year. A motion was made to approve the report titled Actuarial Review of Self-Insured Property Program Report dated August 16, 2017, as recommended by the Actuarial and Executive Committees. A motion was made to approve the Property Premium Allocations and Pool Funding at expected, as recommended by the Actuarial and Executive Committees. A motion was made for staff to enlist Actuary for further study on optimal Property Program and member retention amounts, on a go forward basis, as recommended by the Actuarial and Executive Committees. 5. ABAG PLAN PERFORMANCE HIGHLIGHTS FREQUENCY & SEVERITY ANALYSIS: The Board was provided an update on ABAG PLAN's performance in the Liability and Property Programs. It was noted frequency remains constant, but severity is trending upward. 6. PLAN TRANSITION ACTIVITY UPDATE An update was provided in regards to the transition of pool administration services to Bickmore. It was noted the largest challenge was the re-configuration of the PLAN JPA legal entity and getting all members aligned. A draft Joint Powers Agreement was provided to members, along with a City/Town Council Resolution and sample staff report which can be used by PLAN member agencies to assist in presentations to their respective city or town councils. A motion was made to approve PLAN Resolutions: (Agency Agreement); (Investment Policy); (LAIF); and (Bank Accounts). 5

6 Special Joint ABAG PLAN and SHARP Board of Directors Meetings Minutes of November 2, 2017 Page 3 A motion was made to approve SHARP Resolutions: (Investment Policy); (LAIF); and (Bank Accounts). 7. FINANCE AND ADMINISTRATIVE MATTERS A. With the disengagement from MTC/ABAG, all financial assets of the PLAN/SHARP programs will be transferred to banking and investment accounts established for the new PLAN JPA. In the past, MTC/ABAG managed these funds on behalf of PLAN/SHARP, however no professional advisor was used to provide guidance or an assessment of the performance of the investment portfolio. It was recommended by the Chief Financial Officer of MTC, the Chairman of PLAN Finance Committee, and PLAN consultant to issue a Request for Proposal (RFP) for investment management services. A motion was made to approve issuance of a RFP for Investment Advisory Services for PLAN. A motion was made to approve issuance of a RFP for Investment Advisory Services for SHARP. B. With PLAN s transition to a new pool administrator, the disengagement from MTC/ABAG will create a void in how members access PLAN program information, best practices information, loss control/safety guidance, and management of public disclosure requirements under the Brown Act. PLAN s new pool administrator has the ability to provide a website redesign which will allow members to have continuity of access to important program and risk management information. A motion was made to approve creation of a new PLAN website. 8. PLAN FINANCIAL UPDATE ADMINISTRATIVE FUND An update regarding PLAN's approved Administrative Fund was provided to the Board. With the Bickmore engagement beginning, further budget savings will be realized as the transition from MTC/ABAG to Bickmore completes. The members were reminded that with the anticipated savings, member premium contributions will be billed in two separate installments. 9. ADJOURNMENT The Special Meeting of the ABAG/PLAN Board of Directors and the SHARP Board of Directors was adjourned. Heather McLaughlin, Board Secretary 6

7 ADMINISTRATIVE MATTERS ABAG PLAN BOARD OF DIRECTORS MEETING June 20, 2018 Agenda Item 6.A. SUBJECT: Consideration of Resolution No : Wind-up and Dissolve ABAG PLAN Corporation BACKGROUND AND HISTORY: As the PLAN JPA gets up and running officially on July 1, 2018, there remain some wind-up and dissolution matters related to the ABAG PLAN Corporation that will necessarily need to occur over the course of the next six months to a year. The resolution attached, which was prepared by Greg Rubens, Board Counsel, would provide authority to the President and Executive Committee to negotiate and implement the necessary separation agreement and attendant documents with MTC/ABAG. RECOMMENDATION: Staff recommends approval of the Resolution No : Wind-up and Dissolve ABAG PLAN Corporation. REFERENCE MATERIALS ATTACHED: Resolution No : Wind-up and Dissolve ABAG PLAN Corporation 7

8 ASSOCIATION OF BAY AREA GOVERNMENTS POOLED LIABILITY ASSURANCE NETWORK Resolution No RESOLUTION BY ABAG PLAN CORPORATION ELECTING TO WIND UP AND DISSOLVE ABAG PLAN CORPORATION AND DIRECTING PRESIDENT AND EXECUTIVE COMMITTEE TO IMPLEMENT DISSOLUTION, NEGOTIATE SEPARATION AGREEMENT WITH ASSOCIATION OF BAY AREA GOVERNMENTS (ABAG), AND WIND UP THE CORPORATION WHEREAS, On June 10, 1986, ABAG PLAN Corporation was formed under the auspices of the Association of Bay Area Governments (ABAG). Until December 31, 2017, ABAG Plan Corporation operated under the Agency Agreement dated June 2, 1986, under the Liability Risk Coverage Agreement as a risk pooling agency for the member agencies of ABAG PLAN Corporation, with ABAG as a member Agency Joint Powers Authority, and; WHEREAS, pursuant to the Agency Agreement, ABAG irrevocably appointed the Corporation as its agent for the purposes of implementing the Liability Risk Coverage Agreement ( LRCA ) dated as of June 2, 1986, and the Revised Risk Coverage Agreement ( RRCA ), assigned certain rights in the LRCA and RRCA to the Corporation and retained the rights to act as fiscal agent and administrator of the ABAG PLAN Program. WHEREAS ABAG s operations were merged with the Metropolitan Transportation Commission, who hired all of ABAG employees who had been providing services for ABAG PLAN Corporation. After a formal request for proposals, assessment and interviews of qualified responders, Bickmore was recommended as qualified to provide risk management and fiscal services at a reasonable cost. On June 23, 2017, ABAG PLAN Corporation voted to accept the proposal from Bickmore and authorized the President of ABAG PLAN Corporation to execute a contract with Bickmore and to pursue and implement a transition from ABAG. WHEREAS, the Board further authorized the President of PLAN Corporation and the Executive Committee to transition to a Joint Powers Authority to be formed for the identical social welfare purposes of ABAG PLAN Corporation. WHEREAS, On November 2, 2017, over three quarters of the Members acting through the Board of Directors of the Corporation voted in favor of a resolution to relieve ABAG of all its rights, duties and responsibilities under the Agency Agreement and to contract with Bickmore to act as fiscal agent and administrator of the ABAG PLAN Program, including the following special projects: (i) the Inverse Tail Claim Program and (ii) the Agreement re Withdrawal of the City of Gilroy from ABAG PLAN Program. ABAG concurs in the actions taken by the Members. On or before June 30, 2018, all Members of the ABAG PLAN Program will become members of the PLAN JPA. WHEREAS, on or before December 31, 2017, ABAG caused the transfer of all funds associated with the ABAG PLAN Program, including without limitation, the Claims Fund created pursuant to the LRCA and RRCA and funds for the administration of the program to accounts under the control and 8

9 direction of the Corporation. The Corporation, on behalf of the Members, accepted said transfer and agreed that all funds associated with the ABAG PLAN Program were transferred. WHEREAS, the contemplated Joint Powers Agency, Pooled Liability Assurance Network ( PLAN ) was established in 2017, with the purpose to assume the assets, liabilities and obligations of the Corporation under the RCA, RRCA and all versions of the MOC Liability and of the MOC Property and to establish a the program of risk management and loss control, pooling of self-insured losses; and joint purchase of insurance and related administrative services to replace the ABAG PLAN Program commencing July 1, 2018, for social welfare purposes. WHEREAS, on June 20, 2018, the PLAN board of directors held a board meeting and PLAN will become fully operational and will perform all functions of ABAG PLAN Corporation, effective July 1, 2018; WHEREAS, as of July 1, 2018, all member agencies of ABAG PLAN Corporation have executed the Joint Powers Agreement and joined PLAN. WHEREAS, the need for LRCA, RRCA, Agency agreement and relationship with ABAG and ABAG PLAN Corporation are no longer necessary. NOW, THEREFORE, BE IT RESOLVED that: 1. ABAG PLAN corporation elects to wind up and dissolve the corporation. 2. ABAG PLAN will transfer control of the assets previously under the control of ABAG PLAN Corporation to PLAN for Social Welfare purposes. 3. Pursuant to section 12.1 of the RRCA, over two thirds of the Members acting through the Board of Directors of the Corporation voted to terminate the RRCA effective June 30, 2018, and to take all actions necessary to conclude its obligations under the ABAG PLAN Program. 4. The President and Executive Committee are authorized to take all action necessary to effectuate the dissolution and winding up of ABAG PLAN Corporation, including but not limited to, filing with the California Secretary of State the Nonprofit Certificate of Election to Wind Up and Dissolve and the Nonprofit Certificate of Dissolution. 5. The President and Executive Committee is further authorized to negotiate and finalize a separation and termination agreement with ABAG. 9

10 PASSED AND ADOPTED by the Board of Directors of the ABAG PLAN Corporation, County of Sacramento, State of California, on June 20, 2018, by the following vote: AYES NOES ABSENT ABSTAIN Marc L. Zafferano, President and Chair of the Board of ABAG PLAN Corporation ATTEST: Secretary of ABAG PLAN Corporation 10