ARTICLE I - DEFINITIONS
    The following terms shall have the following definitions:
“Agreement” shall mean this Revised and Restated Joint Powers Agreement Creating Trindel Insurance Fund (Trindel).
“Board” or “Board of Directors” shall mean the governing body of Trindel.
“Bylaws” shall mean the Bylaws attached hereto as Exhibit B and incorporated herein by reference, and by such amendments to the Bylaws as may from time to time be adopted.  Wherever in this Agreement Bylaws are referred to, said Bylaws shall be those set forth in Exhibit B, as may be amended.  Each party to this Agreement agrees to comply with and be bound by the provisions of said Bylaws and further agrees that Trindel shall be operated pursuant to this Agreement and said Bylaws.
The procedure for amending the Bylaws shall be as provided in the Bylaws so long as not inconsistent with this Agreement.
“Deposit Premium” shall mean the estimated amount determined for each Member Entity necessary to fund its share of expected costs for each Program Year of each Program in which it is a participant.
“Executive Committee” shall mean the committee of the Board, constituted and exercising the authority set forth in this Agreement and in the Bylaws.
“Member Entity” or “Member” shall mean any California County which is a signatory to this Agreement, including any other agency for which the Board of Supervisors sits as the governing board.
“Memorandum of Coverage” shall mean the document or documents issued by Trindel specifying the type and amount of coverage’s provided under any Program to the Member Entities by Trindel.
“Program” shall mean an area of coverage, such as, but not limited to, liability, workers’ compensation, and property which Trindel provides to its Member Entities.
“Executive Director” shall be the person appointed by the Board to administer and supervise Trindel’s activities subject to direction and control of the Board of Directors and Executive Committee.
“Program Year” shall mean one year of a Program and shall operate on a Fiscal Year basis unless otherwise established by the Board.
“Special Assessment” shall mean any amounts in addition to Deposit Premiums already collected which are determined by the Board as necessary to pay the Program costs for a given Program year.
“Trindel” shall mean the Trindel Insurance Fund created by this Agreement.

ARTICLE II - PARTIES TO AGREEMENT
    Each Member Entity is a party to this Agreement and agrees that it intends to, and does contract with, all other parties who are signatories of this Agreement and with such other parties as may later be added as parties to this Agreement pursuant to Article XVI.  Each Member Entity also agrees that the expulsion or withdrawal of any Member Entity from this Agreement, pursuant to Article XVII and XVIII, shall not affect this Agreement nor the remaining parties as to the other Member Entities then remaining.

ARTICLE III - CREATION OF THE TRINDEL INSURANCE FUND
    Pursuant to Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code, the Member Entities hereby create a public entity, separate and apart from the parties to this Agreement, to be known as the Trindel Insurance Fund.  Pursuant to Government Code Section 6508.1, the debts, liabilities or obligations of Trindel shall not constitute debts, liabilities or obligations of any party to this Agreement.  However, a Member Entity may separately contract for or assume responsibility for specific debts, liabilities or obligations of Trindel.

ARTICLE IV - PURPOSES
    This Agreement is entered into by the Member Entities in order to:
A. Create the Trindel Insurance Fund to carry out the purposes listed below and to exercise the powers contained in this Agreement;
B. Develop effective risk management programs to reduce the amount and frequency of their losses;
C. Create a loss funding method whereby overtime each member pays for its own losses;
D. Jointly purchase commercial insurance, associate with other insurance pools, or self-insure against risks;
E. Jointly purchase administrative and other services including but not limited to underwriting, risk management, loss prevention, claims adjusting, data processing, brokerage, accounting and legal services when related to any of the other purposes;
F. Do all things necessary to carry out the foregoing purposes, as well as all things necessary to implement the terms of this Agreement as permitted by law.

ARTICLE V - TERM OF AGREEMENT
    This Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated in accordance with Article XX.

ARTICLE VI - POWERS OF TRINDEL
    Trindel shall have the powers common to its Member Entities in California and all additional powers permitted to a joint powers authority by California law.  The parties hereby authorize Trindel to do all acts necessary to exercise such powers to fulfill the purposes of this Agreement referred to in Article IV, including, but not limited to, the following:
A. Make and enter into contracts;
B. Incur debts, liabilities and obligations;
C. Acquire, hold, lease, or dispose of real and personal property, contributions and donations of property, funds, services and other forms of assistance;
D. Sue and be sued in its own name and settle any claim against it;
E. Employ agents and employees;
F. Acquire, construct, manage, maintain or operate buildings, works or improvements;
G. Receive, collect and disburse monies; and invest its money not required for its immediate necessities, in compliance with Government Code Section 53601; and
H. Exercise all powers necessary and proper to carry out the terms and provisions of this Agreement.
These powers shall be exercised in the manner provided by applicable law and as set forth in this Agreement.

ARTICLE VII - BOARD OF DIRECTORS
    Trindel shall be governed by a Board of Directors composed of one member from each Member Entity.  Each Member Entity shall appoint one member and one alternate to the Board of Directors who shall be either a member of the Board of Supervisors, a department head, or a staff member responsible for risk management.
 If a director or alternate ceases to be an employee or elected official of a Member Entity for any reason, his or her position on the Board and any of its committees shall immediately terminate.

ARTICLE VIII - POWERS OF THE BOARD OF DIRECTORS
    The Board of Directors shall have the following powers and functions:
A. The Board shall exercise all powers and conduct business of Trindel, either directly or by delegation of authority to other bodies or persons pursuant to this Agreement and applicable law.
B. The Board shall form an Executive Committee from its membership.  In the Bylaws the Board shall delegate to that Committee such powers as it sees fit.
C. The Board may form such other committees as it deems appropriate in conducting Trindel business.
D. The Board shall elect Trindel officers.
E. The Board shall cause to be prepared and adopt Trindel’s annual operating budget.
F. The Board shall develop, or cause to be developed, and shall review, modify as necessary, and adopt each of Trindel’s programs, including all provisions for reinsurance and administrative services necessary to carry out such program.
G. The Board shall contract or otherwise provide for necessary services to Trindel and to Member Entities.  These necessary services may include, but shall not be limited to, administrative, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjusting, and legal defense services.
H. The Board, either directly or through the Executive Committee, shall provide general supervision and policy direction to the Executive Director.
I. The Board shall receive and act upon reports of its committees and the Executive Director either directly or through the Executive Committee.
J. The Board shall establish monetary limits upon any delegation of the claims payment and settlement authority, beyond which a proposed settlement must be referred to the Board for approval.
K. The Board shall require that Trindel review, audit, report upon, and make recommendations with regard to the safety or claims administration functions of any Member Entity insofar as those functions affect Trindel’s liability or potential liability.  The Board shall forward any or all such recommendation(s) to the Member Entity and the Board of Supervisors with a request for compliance and a statement of potential consequences for noncompliance.
L. The Board shall receive, review and act upon periodic reports and audits of Trindel’s funds.
M. The Board shall appoint the Director to serve at the Board’s pleasure.
N. The Board may amend, repeal or adopt new Bylaws.
O. The Board may increase, decrease, or otherwise amend coverages, limits and other terms of any Memorandum of Coverage.
P. No Special Assessment proposed by the Executive Committee shall be billed unless first approved by the Board.
Q. The Board shall review and act upon applications for membership and shall determine which programs such applicants may participate in and when such participation begins.
R. The Board may expel a Member Entity from any Program or from membership in Trindel pursuant to Article XVIII of this Agreement.
S. The Board may ratify actions of the Executive Committee, where such ratification is required before the action becomes final.
T. The Board may enter into a joint venture or contractual agreement with any similar entity and may also enter into a merger or acquisition agreement with a similar entity, provided that if Trindel is not the surviving entity in any such merger or acquisition, such action shall require approval by the vote of three-fourths of the Member Entities.
U. The Board shall have such other powers and functions as are provided for in this Agreement, the Bylaws, and applicable law.

ARTICLE IX - OFFICERS
    The officers of Trindel shall be the President, Vice-President, and Secretary.  Their qualifications and duties shall be those set forth in the Bylaws.

ARTICLE X - EXECUTIVE COMMITTEE
    The Board shall create an Executive Committee, all of whose members shall be directors.  The Executive Committee shall be composed of four (4) members:  the President, Vice-President, and two members from the Board.  The Executive Director of Trindel shall attend meeting of the Executive Committee and shall serve as its Secretary but shall have no vote.
The authority of the Executive Committee and provisions for its meetings shall be as stated in the Bylaws.

ARTICLE XI - RESPONSIBILITIES OF MEMBER ENTITIES
    Each Member Entity shall comply with the following responsibilities:
A. To sign this Agreement and participate in Trindel’s Liability, Property and Workers’ Compensation Programs;
B. To pay Deposit Premiums, and any Special Assessments to Trindel on or before the due date;
C. To appoint, elect or remove representatives to serve as director and alternate on the Board as set forth in Article VII and the Bylaws, whose representatives shall act on behalf of the Member Entity on all matters coming before the Board;
D. To assure that its Board Member or alternate attends at least 75% of all regular and special Board meetings held during each fiscal year.
E. To assure that its Board Member and alternate keep informed about Trindel’s activities and to assist them in doing so;
F. To approve amendments to this Agreement as set forth in the Bylaws.
G. To comply with all other Member Entity responsibilities as set forth in the Bylaws;
H. Submit to and cooperate with Trindel during any risk management and loss control audits required by the Executive Committee;
I. Respond within the timelines as specified in the Bylaws or as required by the Board to any recommendations for corrective action resulting from risk management and loss control audits.

ARTICLE XII - EXECUTIVE DIRECTOR
    The Executive Director shall serve as Treasurer and attend meeting of the Board, the Executive Committee and other committees of the Board, but shall have no vote.  He or she shall be responsible for the preparation and maintenance of all minutes of meetings of the Board and its Committees, notices of meetings and records of Trindel.  The Executive Director shall also administer and supervise Trindel’s business and activities, subject to the direction and supervision by the Board and the Executive Committee, and shall be responsible for carrying out the duties set forth in the Agreement, Bylaws or contract.

ARTICLE XIII - BUDGET AND FISCAL YEAR
    The Board shall adopt an annual budget prior to the beginning of each Fiscal Year.  Trindel’s fiscal year shall be the twelve months preceding June 30 of each year.

ARTICLE XIV - ANNUAL FINANCIAL AUDITS
    The Treasurer shall cause an annual financial audit of the accounts and records to be prepared by a Certified Public Accountant in compliance with California Government Code Sections 6505 and 6505.6 with respect to all receipts, disbursements, other transactions and entries into the books of Trindel.  The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Government Code Section 26909 and shall conform to general accepted accounting standards.  A report of each such audit shall be filed as a public record with the Board of each of the Member Entities, and each county auditor or the county in which each of the Member Entities is located.  The report shall be filed within twelve (12) months of the end of the fiscal year under examination.  Trindel shall pay all costs for such financial audits.

ARTICLE XV - ESTABLISHMENT AND ADMINISTRATION OF FUNDS
    Trindel shall be responsible for the strict accountability of all funds and the reporting of all receipts and disbursements in accordance with generally accepted accounting principles.  It will comply with all provisions of law relating to this subject, including California Government Code Section 6505, 6505.1, 6505.5, or 6505.6.
The Treasurer of Trindel shall establish and maintain such funds and accounts as may be required by good accounting practices and by the Board.  Separate accounts shall be established and maintained for each Program Year of each Program of Trindel.  Books and records of Trindel in the hands of the Treasurer or other designated person shall be open to inspection at all reasonable times by members of the Board or authorized representatives of the Member Entities.
 The Treasurer shall have the custody of and disburse Trindel funds.  He or she may delegate disbursing authority to such persons as may be authorized by the Board to perform that function; provided that, pursuant to Government Code Section 6505.5, the Treasurer shall:
A. Receive and acknowledge receipt of all funds of Trindel and place them in the treasury to the credit of Trindel;
B. Pay any sums due from Trindel as approved for payment by the Board or by any body or person to whom the Board has delegated approval authority, making such payments from Trindel’s funds upon checks drawn by the Treasurer;
C. Verify and report in writing to Trindel and to Member Entities, as of the first day of each quarter of the fiscal year, the amount of money then held for Trindel, the amount of receipts since the last report, and the amount paid out since the last report.  The written reports shall include cash reports for each member entity individually and Trindel collectively;
D. Prepare a complete written report of all financial activities within one hundred and twenty (120) days after the close of each fiscal year for such fiscal year to the Board and to each Member Entity; and
E. Receive, invest, and disburse funds in accordance with the procedures established by the Board or the Bylaws and in conformity with applicable law
Pursuant to Government Code Section 6505.1, the Treasurer and such other persons as the Board may designate shall have charge of, handle, and have access to Trindel’s property.
Trindel shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in form specified by the Board covering all officers and employees of Trindel who are authorized to hold or disburse Trindel’s funds, and all officers and employees who are authorized to have charge of, handle, and have access to Trindel’s property.

ARTICLE XVI - NEW MEMBERS
    Any California county may apply for membership in Trindel and participate in any of Trindel’s Programs at any time.  Approval requires the unanimous consent of the existing Member Entities, expressed by vote at a formal meeting or by written consent filed with Trindel, but a new membership may be made effective by the execution of a declaration by the new Member in which that member adopts this Agreement by reference and agrees to be bound by its provisions and to perform obligations as a Member thereof.  Members must participate in at least the Liability, Property, and Workers’ Compensation Programs.
 Deposit Premiums for coverage which begins during a Program Year may be prorated for the remainder of the Policy Year.

ARTICLE XVII - WITHDRAWAL
    Any Member Entity may withdraw from this agreement at the end of any fiscal year by giving notice in writing to the Board of Directors on or before March 1 preceding the fiscal year end.  Any member which terminates shall remain responsible to pay to Trindel any premium charge or Special Assessment which Trindel may lawfully make under its policies and practices pursuant to this agreement and any other agreement with the terminating member, and the account between such member and Trindel shall remain open until all losses and claims attributable to the terminating member have been settled or until appropriate reserve are have been made to provide for such losses.  Any refunds due to the withdrawing Member shall be paid by Trindel upon determination and approval by the Board of Directors.  A member exercising the unilateral right of termination under this paragraph shall not be entitled to a division or distribution of any property acquired by Trindel as a result of its operations under this agreement, but Trindel in its discretion may enter into an agreement to pay upon a present or deferred basis any sum of money agreed upon between the terminating member and the Board of Directors of Trindel as consideration for the waiver of and release of any claim which the withdrawing member might make in the nature of a right to a share in the future in the property and assets of Trindel.  Trindel shall maintain in its books of account a record of the contributions made by the terminating member to the acquisition of funds or assets in proportion to the contributions made by the other members, for the purpose of determining the division or distribution to which the withdrawing member may be entitled in the event of the termination of the Fund in its entirety and the distribution of its assets upon dissolution.

ARTICLE XVIII - EXPULSION
    A Member Entity may be expelled from Trindel or a Program either with or without cause.  The Executive Director shall review any lack of satisfactory performance or other problem with the Member Entity and shall attempt to resolve the matter.  If the Executive Director determines that the Member Entity is unwilling or unable to correct the problem, the Executive Director shall present the matter to the Executive Committee.  The Executive Committee may recommend to the Board that the Member Entity be expelled, either for cause or without cause.  Action by the Board shall require a vote of three-fourths of the total number of directors.
 Expulsion of a Member Entity shall be in accordance with provisions in the Bylaws.

ARTICLE XIX - EFFECT OF WITHDRAWAL OR EXPULSION ON MEMBER ENTITY’S RESPONSIBILITIES
    The withdrawal or expulsion of any Member Entity shall not terminate its responsibility with respect to the following:
A. Provide Trindel with such statistical and loss experience data and other information as may be necessary for Trindel to carry out the purposes of this Agreement;
B. Pay to Trindel when due any Deposit Premiums or Special Assessments for each Program Year of each Program in which it participated;
C. Cooperate fully with Trindel in determining the cause of losses in the settlement of claims;
D. Cooperate with and assist Trindel and any insurer, claims adjuster, legal counsel or other service provider engaged or retained by Trindel in all matters relating to this Agreement; and
E. Comply with the Bylaws, and all policies and procedures of Trindel not inconsistent with the provisions of this Agreement and not inconsistent with its withdrawal from Trindel.

ARTICLE XX -  TERMINATION OF AGREEMENT AND DISTRIBUTION OF ASSETS
    This Agreement shall continue in full force and effect until terminated.  Termination of this Agreement shall also constitute the termination of all Programs.  This Agreement may be terminated at any time by the vote of three-fourths of the Member Entities; provided, however, that this Agreement and Trindel shall continue to exist for the purpose of disposing of all claims, the distribution of assets, and any other function necessary to wind up the affairs of Trindel.
 Upon termination of this Agreement, all assets of each Program of Trindel shall be distributed among the Member Entities, and ex-Member Entities which previously withdrew or were expelled, which participated in such Programs in accordance with and proportionate to their net premium payments made during the term of this Agreement.  Such distributions shall be determined within six (6) months after the disposal of the last pending claim or other liability covered by each Program.
 Following the termination of this Agreement, any Member Entity which was a participant in any Program of Trindel shall pay any additional amount of premium, determined by the Board or its designee in accordance with a Special Assessment formula, which may be necessary to enable final disposition of all claims arising from losses under that Program during the Member Entity’s period of participation.
 The Board is vested with all powers of Trindel for the purpose of concluding and dissolving the business affairs of Trindel.  The Board may designate legal counsel and any committee or person to carry out a plan of dissolution adopted by the Board.

ARTICLE XXI  -  RESOLUTION OF DISPUTES
    In the event of any difference or dispute between or among the members as to the settlement of accounts or the distribution of assets upon member termination or upon termination of Trindel, any member county may file a petition or complaint with the Superior Court which sits for any county which is a member of Trindel under this Agreement or any subsequent amendments to this agreement upon any theory of cause of action afforded by law and by the terms of this agreement.  No arbitration proceeding is a precondition to recourse to such court.  The filing of such petition or complaint is subject to the power of the court to appoint a judge or judges to hear the case who are not members of the bench in any county which is a contracting member of this Agreement, and the inherent power of the court to change the venue of such action in the interest of justice.

ARTICLE XXII  - NOTICES
    Notices to Member Entities under this Agreement, or the Bylaws shall be sufficient if mailed to their respective addresses on file with Trindel.  Notices to Trindel shall be sufficient if mailed to the address of the principal office of Trindel, addressed to the Executive Director.

ARTICLE XXIII  - PROHIBITION AGAINST ASSIGNMENT
    No Member Entity may assign any right, claim, or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any Member Entity shall have any right, claim or title to any part, share, interest, fund, premium or asset of Trindel, without unanimous approval of the Board.
 
ARTICLE XXIV  - AMENDMENTS
    This Agreement may be amended by a two-thirds vote of the Member Entities acting through their Board of Supervisors.  Any such amendment shall become effective immediately, unless otherwise stated therein.

ARTICLE XXV - SEVERABILITY
    Should any portion, term, condition or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions and provisions shall not be affected thereby.
 
ARTICLE XXVI  - AGREEMENT COMPLETE
    The foregoing constitutes the full and complete agreement of the parties.  There are no oral understandings or agreements not set forth in writing herein, except as noted with respect to the Bylaws and Memorandum of Coverage.  If any provision of this Agreement conflicts with a provision of the Bylaws, a Memorandum of Coverage or other document, such conflicting provisions shall be interpreted to avoid any such conflict, but this Agreement shall govern.