Loading...
RES 1989-25 MACO WORK COMP PROGRAM COUNTY NOTE RESOLUTION Relating to Montana Association of Counties Workers Compensation Joint Powers Authority Workers Compensation Program Draft Dated: 8/17/89 CERTIFICATE OF MINUTES RELATING TO RESOLUTION NO. __Z5 -89 Issuer: County of J (the County) Governing Body: Board of County Commissioners Kind, date, time and place of meeting: a Board meeting, held gPnte her 5 1989, at 1:00 o'clock _a.m., in the County C )mmi_ssi onprg office , Boulder , Montana. Members present:Joyce Janacaro, James B. McCauley and David R. Anderson Members absent: Documents attached: Minutes of said meeting (pages): through , including RESOLUTION NO. 25 -8 9 A RESOLUTION RELATING TO PARTICIPATION IN A POOLED, SELF - INSURED WORKERS COMPENSATION PROGRAM; APPROVING THE COUNTY'S PARTICIPATION IN THE AUTHORITY'S WORKERS COMPENSATION PROGRAM; APPROVING AND AUTHORIZING THE EXECUTION OF THE WORKERS COMPENSATION PROGRAM AGREEMENT; APPROVING THE RESOLUTION OF THE AUTHORITY AUTHORIZING THE ISSUANCE OF BONDS ON BEHALF OF THE COUNTY AND OTHER PARTICIPANTS IN THE PROGRAM; APPROVING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING THERETO AND AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A NOTE EVIDENCING THE COUNTY'S PROPORTIONATE SHARE OF PRINCIPAL OF AND INTEREST ON THE BONDS I, the undersigned, being the duly qualified and acting recording officer of the political subdivision issuing the obligation referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of the corporation in my legal custody, from which they have been transcribed; that the documents are a correct and complete transcript of the minutes of a meeting of the governing body of the political subdivision, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at the meeting, insofar as they relate to the obligations; and that the meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice given as required by law. WITNESS my hand officially as such recording officer and the seal of the this day of , 1989. (SEAL) County Clerk and Recorder Commissioner moc-nul _y moved the adoption of the following resolution. RESOLUTION NO. 25 -89 A RESOLUTION RELATING TO PARTICIPATION IN A POOLED, SELF - INSURED WORKERS COMPENSATION PROGRAM; APPROVING THE COUNTY'S PARTICIPATION IN THE AUTHORITY'S WORKERS COMPENSATION PROGRAM; APPROVING AND AUTHORIZING THE EXECUTION OF THE WORKERS COMPENSATION PROGRAM AGREEMENT; APPROVING THE RESOLUTION OF THE AUTHORITY AUTHORIZING THE ISSUANCE OF BONDS ON BEHALF OF THE COUNTY AND OTHER PARTICIPANTS IN THE PROGRAM; APPROVING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING THERETO AND AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A NOTE EVIDENCING THE COUNTY'S PROPORTIONATE SHARE OF PRINCIPAL OF AND INTEREST ON THE BONDS Be It Resolved by the Governing Body of the County of Jefferson (the County) As Follows: Section 1. Authorization and, Recitals 1.01. Recitals and General Authority The County is authorized by Montana Code Annotated, Section 39 -71 -403 (the Act) to self- insure for workers compensation separately or jointly with other public corporations. The County has previously entered into a Joint Powers Agreement (the Joint Powers Agreement) with the Montana Association of Counties Joint Powers Authority (the Authority) for the purposes of participating in the Workers Compensation Program (the Program) offered to all Montana counties belonging to the Authority (the Participants). The Authority obtained the passage of Senate Bill 285 by the 51st Legislative Session of the Montana Legislature (the Law) which authorizes counties separately or jointly with other public corporations, or entity acting on their behalf to issue bonds and notes for the purpose of establishing, in whole or in part, a self- insurance workers compensation fund. The Authority has determined that the funding of a self - insurance claims fund through the issuance of tax exempt bonds to be desirable in that it will enable the Authority to provide workers compensation coverage on terms more advantageous to the members of the Authority. The Authority has determined that the Program be modified to include the establishment of a fund from which will be paid claims against Participants in excess of certain amounts against which claims the Authority currently purchases commercial insurance. It is proposed that bonds will be issued (1) to establish this fund at an actuarially sound level, and (2) to satisfy the Workers Compensation Division of the Program's ability to meet the current unfunded liability of the Program. Pursuant to the Program Agreement and the Bond Resolution (as hereinafter defined), the Authority will issue and sell bonds (the Bonds) on behalf of each of the Participants adopting this Resolution, each issuing a Note (as hereinafter defined) and signing the Program Agreement in order to establish a joint self -- insurance excess claims fund (Excess Claims Payment Fund) from which insurance settlements in excess of the Attachment Point as defined in the Program Agreement will be paid on behalf of the Participants to fund the unfunded liability of the Program and to pay the costs associated with the sale and issuance of the Bonds. Each Participant will execute and deliver to the Authority a promissory note (the Note) in a principal amount equal to its proportionate share of the principal of the Bonds. The total amount of all Notes will be equal to the aggregate principal amount of the Bonds. The respective Notes, this Resolution and the Program Agreement will obligate each Participant to pay the principal of and interest on its respective Note in order to participate in the Program. In addition, each Participant shall be obligated to pay its proportionate share of other costs of the Program as determined and allocated periodically by the Authority for participation in the Program. In addition to providing the coverage described in the Program Agreement, the Authority will also provide or retain other qualified persons to provide risk management and other related services to each Participant. Other terms and conditions of participation in the Program, including the conditions upon which a Participant may withdraw or be expelled from the Program, are set forth in the Program Agreement, the Joint Powers Agreement and the By -Laws (as hereinafter defined). 1.03. Docume ation Draft forms of the following documents relating to the Program, the Bonds and the Note have been prepared and submitted to this Governing Body, and are hereby directed to be filed with the County Clerk and Recorder: (a) the Workers Compensation Program Agreement with Exhibit A, Name and Address of Participants as of August 1, 1484 and Exhibit B, A Description of Methodology for Determining Premium (the Program Agreement), to be entered into between the Authority and the County; (b) the Resolution of the Authority pursuant to which the Bonds shall be issued (the Bond Resolution); and -2- (c) the Note to be executed by the County and delivered to the Authority evidencing the County's obligation to pay its proportionate share of principal of and interest on the Bonds, which is a part of this Resolution. Section 2. Findings It Is Hereby Found, Determined and Declared That: (a) The Program offered by the Authority provides an immediate and long -term solution to the County's inability to obtain primary or excess workers compensation insurance at reasonable rates. (b) The Program provides the following advantages: (1) immediate capitalization of an excess claims payment fund (the "Excess Claims Payment Fund ") from the proceeds of the sale of the Bonds for the purpose of providing protection from large claims loss at a more advantageous cost than purchasing commercial insurance; (2) relief from the burden of paying premiums to commercial insurers at levels reflecting the insurers' high costs of underwriting, administration and brokerage fees since the Authority's costs will be limited to reasonable administrative costs; (3) relief from the commercial insurers' rights under excess liability policies to force claim settlements which are payable primarily in each case from the Authority's self - insurance funds; (4) access to the commercial reinsurance market in future years when commercial reinsurance is available at rates deemed favorable by the Participants and the Authority; and (5) premium payments calculated to provide amounts in each year necessary to maintain the Program at an actuarially sound level and therefore sufficient to reserve against the incurred losses of the participant and other Participants. (c) In reaffirming the County's membership in the Authority and authorizing the execution of the Program Agreement, the execution and delivery of the Note, the County's purpose is and in its judgment the effect thereof will be to protect the health, safety, welfare and economic well -being of the citizens of the County and its employees by making certain -3- { 1 that the County is insured against losses and claims arising from injury to workers and meeting the obligations imposed on it by the State and Workers Compensation Division as an employer in the State of Montana; (d) The Premium to be paid in each year by the County and the method of calculation thereof as provided in the Program Agreement and the Bond Resolution is reasonable, fair and just; and the obligation of the County to pay the principal of and interest on its Note when due shall constitute an obligation of the County to be funded by a levy of an ad valorem tax on all taxable property within the County without regard to any maximum mill levy limitation set by statute; (e) The terms and conditions for membership in the Authority as set forth in the Joint Powers Agreement and the By -Laws, the terms and conditions for participation in the Program as set forth in the Program Agreement and the provisions of the Note are necessary, desirable and proper to achieve the goals of the Program and the representations, covenants and recitals made therein by the County are true, valid and accurate; (f) The coverage provided to the County by the Program as evidenced by the Program Agreement is adequate consideration for the County's agreement to pay the Premium and issue the Note; (g) It is desirable that the Note be issued upon the terms and for the reasons set forth in this Resolution and the Program Agreement and the County pledges to levy an annual ad valorem tax on all property within its jurisdiction in an amount sufficient to make the payments due thereon. Section 3. Authgrization and gf the r am Mree me n nt. the Issuance Bonds by the Auth the Diatribution of the Official StateMent The County hereby ratifies its membership in the Authority and approves any changes in the Joint Powers Agreement or the By-Laws necessary to issue the Bonds as reflected in the Program Agreement. The County authorizes execution of the Program Agreement and participation in the Program in accordance with the terms and conditions set forth in this Resolution and the Program Agreement. The Authority is hereby authorized to issue Bonds pursuant to the Bond Resolution to capitalize the County's share of the Excess Claims Payment Fund, to capitalize the County's proportionate share of the Program's unfunded liability and to pay its proportionate share of the costs of issuance of the Bonds. The -4- County hereby authorizes the Note to be issued, subject to the terms and conditions set forth in Section 4 hereof, to evidence its obligation for its proportionate share of the principal of and interest on the Bonds. The forms of the Program Agreement, the Bond Resolution and the Note referred to in Section 1.03 hereof are approved, subject to such modifications and revisions as are deemed appropriate and approved by the Chairman of the Board of County Commissioners and County Attorney, which approval shall be conclusively evidenced by execution of the Program Agreement and the Note and the delivery of the opinion of the County Attorney. The Program Agreement and the Note are authorized to be executed by the Chairman of the Board of County Commissioners and attested by the County Clerk and Recorder and delivered to the Authority. The County hereby directs the Chairman of the Board of County Commissioners and the County Clerk and Recorder to review the Preliminary Official Statement relating to the issuance of the Bonds to be distributed by the Authority and if accurate may consent on behalf of the County to all references therein to the County and authorize the distribution thereof, which approval and consent shall be evidenced by execution and delivery by the Chairman and the Clerk and Recorder of a certificate to that effect. Copies of all the documents in final form shall be delivered, filed and recorded as provided therein. Section 4. The County represents that it has designated $ of its Bonds as qualified tax exempt obligations under Section 265(b)(3) of the Code in 1969. The County hereby represents that it does not anticipate that the County and all "subordinate entities" of the County will issue in 1989 obligations bearing interest exempt from federal income taxation under Section 103 of the Code (including "qualified 502(c)(3) bonds" but excluding other "private activity bonds," as defined in Sections 141(a) and and 145(a) of the Code and including the amount of the Note) in an amount greater than $10,000,000. Section 5. The Note The Note shall be issued to evidence the County's obligation to pay its proportionate share of the principal of and interest on the Bonds. The principal amount of the Note shall be based on the County's weighted payroll for the last quarter of the fiscal year ending June 30, 1989 in proportion to the total weighted payroll of all participating Counties as of the same period. Provided, however, that in no event shall the principal amount of the Note exceed, at the time such Note is issued, 3% of the taxable valuation of the real and personal property located within the County as of the date of issuance. -5- Installments of principal of the Note shall bear interest at the rate or rates corresponding to the interest rates on the Bonds and shall contain the other terms and conditions and be issued in substantially the following form: -6- PROMISSORY NOTE UNITED STATES OF AMERICA STATE OF MONTANA COUNTY OF NO. R -1 DATE: 1989 The County of Montana (the County) for value received acknowledges itself to be indebted and promises to pay to the Montana Association of Counties Workers Compensation Joint Powers Authority (the Authority), its successors or assigns, at the principal office of in , Montana (the Registrar and Paying Agent), the principal sum of ( ), and interest thereon at the rates, on the dates and in the installments set forth in Exhibit A hereto. Payments hereunder are due January 15 and July 15 of each year commencing July 15, 1990. In addition to the payment of principal and interest on the Note, the County shall pay to the Authority or its successors the Premium calculated, assessed and payable periodically as may be required under the Agreement, the Program Agreement and the By -Laws for participation in the Program. The obligation to make the payments on this Note is not in any way contingent upon continued participation in the Program and is not extinguished by the County's withdrawal or termination from or the termination of the Program, except as may be provided herein. The payments of this Note are payable in coin or currency of the United States of America which at the time of payment is legal tender for the payment of public or private debts, or by check drawn in such currency upon a Federal Reserve Bank of the United States in such form that the funds are immediately credited to the account of the depositor. 1. As used herein with initial capital letters, the following terms have the following meanings: " Agreement " shall mean the Joint Powers Agreement between the County and other Participants creating the Authority, dated initially as of August 15, 1989, as amended June 15, 1988. -7- " Authority " shall mean the Montana Association of Counties Workers Compensation Joint Powers Authority, a joint exercise of powers entity created pursuant to Section 39 -71 -403, M.C.A. for the purpose of providing self- insurance workers compensation coverage to Montana counties on a pooled basis. "Bon d5" shall mean the Montana Association of Counties Workers Compensation Joint Powers Authority Bonds issued by the Authority pursuant to the Bond Resolution. " Bond Resolution shall mean the Resolution dated as of , 19____ adopted by the Authority pursuant to which the Bonds are issued. " -Laws shall mean the By -Laws of the Montana Association of Counties Workers Compensation Trust, dated initially as of June 9, 1985, and as amended and approved on July 7, 1987 and any amendments thereto. " shall mean Section 39 -71 -403 and Title 39, Chapter 71, Part 21, as amended. " Note " shall mean this Note. " Participants " shall mean the Counties participating in the Program, a list of which is attached as Exhibit A to the Program Agreement. " Premium " shall mean the amount determined by the Authority and required to be paid by the Participants in order to participate in the Program. " Erogram " shall mean the Workers Compensation Program provided by the Authority pursuant to the Law, the Agreement, the By -Laws and the Program Agreement. " Program Agreement shall mean the Workers Compensation Program Agreement between the Authority, the County and the other Participants. " Heaistrar and Paying Agen shall mean the trust company designated by the Authority under the Resolution as registrar and paying agent for the Bonds. 2. This Note is issued pursuant to and in full compliance with the provisions of the Constitution and laws of the State of Montana, particularly the Law and pursuant to a resolution duly adopted thereunder by the governing body of the -8- County (the Note Resolution). This Note is issued to fund the County's proportionate share of establishing an Excess Claims Payment Fund from which workers compensation claims and settlements will be paid on behalf of the County and other Participants in the Program, to pay its proportionate share of funding the Program's current unfunded liability, and to pay costs associated with the sale and issuance of the Bonds and is issued in an amount not exceeding 3% of the taxable value of taxable property located within the boundaries of the County. The Note constitutes an obligation of the County to levy an ad valorem tax on all taxable property within its boundaries to make the payments required under the Note without regard to any statutory limitation as to rate or amount. 3. In the event that Bonds of any maturity are optionally redeemed or purchased and cancelled by the Authority prior to maturity as provided in the Bond Resolution, a portion of the corresponding installment of principal and interest due under this Note shall be deemed to be prepaid according to the Proportionate Share of the County. 4. As provided in the Program Agreement, the County may secure the payment of its unpaid obligations under this Note, by deposit to an irrevocable escrow account with the Registrar and Paying Agent as escrow agent, cash or Government Obligations (as defined in the Bond Resolution) which are authorized by law to be so deposited and which are not subject to redemption at the option of the issuer thereof, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without reinvestment, to provide funds sufficient, in the opinion of an independent certified public accountant, net of any amounts which may be required to satisfy the Rebate Requirement (as defined in the Bond Resolution), sufficient to pay, with respect to the County, 110% of the unpaid principal of the Note, plus any accrued interest thereon to the next date on which Bonds may be redeemed. This Note may not be redeemed, prepaid, or defeased as long as the County is a Participant in the Program. IT IS CERTIFIED, RECITED, COVENANTED AND AGREED that all conditions, acts and things required by the Constitution and laws of the State of Montana to be done, to exist, to happen and to be performed precedent to and in the issuance of this Note, in order to make it a valid and binding general obligation of the County in accordance with its terms, have been done, do exist, have happened and have been performed in regular and due time, form and manner so required; that an annual ad valorem tax will be levied on all taxable property within the jurisdiction of the County sufficient to pay the -9- principal of and interest hereon when due; and that the issuance of this Note does not cause the indebtedness of the County to exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the County, by the Board of County Commissioners, has caused this Note to be executed by the Chairman of the Board of County Commissioners, and attested by the County Clerk and Recorder, and has caused the seal of the County to be affixed hereto and has caused this Note to be dated as of the day of If 1989. County of Jefferson By Chairman Attest: County Clerk and Recorder (SEAL) -10- f Section 6. Effective Date This resolution shall become effective within 30 days of its passage and approval. Passed and Approved by the Board of County Commissioners of the County of JefferSOn Montana this 5th day of September 1989. Chairman, Board of County Commissioners Attest: County Clerk and Recorder Member Anderson seconded the motion and the following voted in favor thereof: David R. Anderson, James a McCauley and Joyce Janacaro and the following voted against the same: Absent: -11- 1 r � T � U � r �.�_ � -� �� � � n _� � �- � -; �� �.. ��