FY2017-48 Cooperative Participation Agreement with AML/JIA.(See Resolution No. FY2018-03)Moll -Us
THREE-YEAR PARTICIPANT MEMBERSHIP AGREEMENT
This Three -Year Participant Membership Agreement
("Agreement"), dated J u n Q 1 iS , DLC) 19- . is between the
IAod;01? JS)0.n 6 ("the Participant")
Grp
and Alaska Municipal
League Joint Insurance Association, Inc. ("AMLJIA").
WHEREAS, AMLJIA is a joint insurance arrangement as
authorized under AS 21.76.010 et seq., whose participating
members have agreed to pool contributions in order to assume
risks for losses to the participants on a group basis; and
WHEREAS, the Participant desires either to renew its
current membership in AMLJIA or to become a participating member
of AMLJIA; and
WHEREAS, it is in the mutual interests of AMLJIA, the
Participant, and other participating members that AMLJIA
maintain a stable membership in order to more effectively
administer the joint insurance arrangement and serve the needs
of the participating members; and
WHEREAS, the Board of Trustees of AMLJIA has determined
that in order to encourage participating members to make a
multi-year membership commitment, it is efficient and cost-
effective, both for participating members and for AMLJIA, to
offer a discount on the annual contributions required to be paid
Three -Year Participant Membership Agreement
by all participating members that commit to a three-year AMLJIA
membership term; and
WHEREAS, the Participant desires to commit to a three-year
membership in AMLJIA, subject to the terms and conditions stated
herein as well as in the AMLJIA Cooperative Participation
Agreement ("CPA") and the AMLJIA Participant Coverage Memorandum
("PCM");
NOW THEREFORE, in consideration of the mutual
representations, warranties, covenants, and agreements set forth
below, the Participant and AMLJIA agree as follows:
1. The Participant agrees to become a participating
member of, or to renew its membership in, AMLJIA effective July
1, 2017.
2. The Participant shall continue its membership in
AMLJIA for a period.of not less than three (3) years, through
and including June 30, 2020, subject to the terms and conditions
stated herein as well as in the CPA and the PCM. The period of
the Participant's membership under this Agreement encompasses
the Fiscal Years 2018, 2019, and 2020.
3. The Participant's annual AMLJIA membership
contribution for each of the Fiscal Years 2018, 2019, and 2020
shall be discounted by five percent (5%) off the amount of the
membership contribution that the Participant would be charged in
Three -Year Participant Membership Agreement 2
the absence of this Agreement, provided the Participant remains
a participating member of AMLJIA throughout the three-year
effective period of this Agreement.
9. Should AMLJIA determine that the rate upon which the
Participant's annual membership contribution is increased by
more than ten percent (10%) for either of the Fiscal Years 2019
or 2020, AMLJIA shall notify the Participant of the amount of
the anticipated rate increase not later than 95 days prior to
the end of the then -current Fiscal Year. In the event of such a
rate increase, the Participant shall have the option to cancel
this Agreement and to provide written notice of such
cancellation and written notice of intent to withdraw from
AMLJIA effective at the end of the then -current Fiscal Year.
Notice of cancellation of this Agreement and notice of intent to
withdraw from AMLJIA pursuant to this paragraph must be received
by AMLJIA not later than thirty (30) days after the
Participant's receipt of AMLJIA's notice of rate increase, and
must comply with the provisions of Section 19 of the CPA except
to the extent that the period in which the Participant is
permitted to provide notice of intent to withdraw may be shorter
under this paragraph than under Section 19 of the CPA.
5. Should the Participant give notice of intent to
withdraw from AMLJIA effective at any time prior to the end of
Three -Year Participant Membership Agreement 3
the Fiscal Year 2020 (June 30, 2020), except as provided in
paragraph 4 of this Agreement, the Participant shall, within
thirty (30) days of the date of such notice pay to AMLJIA the
total principal amount of the annual membership contribution
discounts it received pursuant to this Agreement, plus interest
at the rate of five percent (5%) per annum. In addition, the
Participant shall pay liquidated damages in an amount equal to
20 percent of the Participant's estimated deposit for each year
remaining in the term of this Agreement, to compensate the
Association for the loss of its contribution to the
Association's surplus for the remainder of the term of this
Agreement.
6. Should the Participant fail to pay to AMLJIA any
amount as and when due under paragraph 5 of this Agreement,
AMLJIA, in addition to any and all other rights it may have
under applicable law, shall have the express right to:
(a) Intercept revenue-sharing, municipal assistance,
and other funds due to be paid or administered by or through the
State of Alaska to or for the benefit of the Participant, up to
and including an amount equal to the unpaid portion of the
principal and interest due under this Agreement until paid in
full;
Three -Year Participant Membership Agreement 4
(b) Initiate a lawsuit against the Participant in the
appropriate court for the State of Alaska, Third Judicial
District at Anchorage, to recover any unpaid amounts under this
Agreement as well as any other relief to which AMLJIA may be
entitled.
7. This Agreement constitutes the entire agreement of the
parties, and no other agreement, statement, or promise shall be
valid or binding on any party. This Agreement may not be
amended, modified, altered, or supplemented other than by means
of a written addendum duly executed by the parties.
8. In the event that any provision of this Agreement or
the application of any such provision to any person or set of
circumstances, shall be determined to be invalid, unlawful,
void, or unenforceable to any extent, the remainder of this
Agreement, and the application of such provision to persons or
circumstances other than those as to which it is determined to
be unlawful, void, or unenforceable, shall not be impaired or
otherwise affected and shall continue to be valid and
enforceable to the fullest extent permitted by law.
9. The waiver by any party hereto of any breach of any
term, covenant, or condition of this Agreement shall not be
deemed to be a waiver of such term, covenant, or condition or
any subsequent breach of the same or any other term, covenant,
Three -Year Participant Membership Agreement 5
or condition of this Agreement. Any waiver of a term, covenant,
or condition of this Agreement shall be valid only if in
writing.
10. This Agreement shall be interpreted and construed
under and pursuant to the laws of the State of Alaska. Venue
for any action to enforce any obligation under this Agreement
shall lie solely in the state courts of Alaska situated in
Anchorage, Alaska.
11. No party to this Agreement may assign its rights nor
delegate its duties under this Agreement at any time without the
express written consent of the other party. Subject to the
foregoing, the provisions of this Agreement shall be binding
upon and inure to the benefit of both parties and their
respective legal representatives, successors, and assigns.
12. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
Facsimile and electronic document copies hereof shall be deemed
to be originals.
13. If it shall be necessary for either the Participant or
AMLJIA to employ an attorney to enforce its rights pursuant to
this Agreement because of the default of the other party, the
prevailing party in any such action shall be entitled to recover
its actual reasonable attorney's fees and costs.
Three -Year Participant Membership Agreement 6
DATED this d� , day of �urv� 2Di�
DATED this day of , 20
ALASKA MUNICIPAL LEAGUE JOINT
INSURANCE ASSOCIATION, INC.
By: Kevin Smith
Its: Executive Director
AND &
�G =
Three -Year Participant Membership Agreement 7