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HomeMy WebLinkAbout87-167 - Joint Powers Employee Benefit AuthorityRESOLUTION NO. 87 -167 A RESOLUTION OF THE CITY CGUNCIL OF THE CITY OF NEWPORT BEACH, CALIFORNIA, AUTHORIZING THE CITY TO ENTER INTO AN AGREEMENT FOR THE JOINT EXERCISE OF POWERS WITH OTHER PUBLIC AGENCIES AND CREATING THE JOINT POWERS EMPLOYEE BENEFIT AUTHORITY TO ESTABLISH, MANAGE, OPERATE, AND MAINTAIN EMPLOYEE BENEFIT PROGRAMS AS PROVIDED IN SAID AGREEMENT. WHEREAS, California Government Code Sections 6500, et spec. provides that two or more public agencies may, by agreement, jointly exercise any power conmon to the contracting parties; and WHEREAS, California Government Code Section 45000 provides that cities may establish a personal system, which personal system may include employee benefit programs containing health, medical, disability, deferred compensation, insurance, group plans, and other programs and mechanisms for the protection thereof; and WHEREAS, California Government Code Sections 45300, et seq. provides that cities may establish, manage, operate and maintain employee benefit programs, including, but not limited to retirement allowances, pensions, death benefits, disability payments, and others, and provide for the investments, care and administration of retirement funds; and WHEREAS, California Government Code Sections 53201, et seg. permit a public agency to provide health and welfare benefits for the benefit of its officers, employees, and retired employees, and to contract with insurers, health service organizations, or legal service organizations for plans of health and welfare benefits; and WHEREAS, California Government Code Section 1157 permits officers and employees of a public agency to authorize deductions -1 - from their salaries or wages for payment of premiums for life, accident, health, disability, and other purposes; and WHEREAS, California Government Code Section 53212 permits public agencies to establish deferred compensation plans for their officers and employees and to make deductions from the salaries and wages of such officers and employees to participate in a deferred compensation plan; and WHEREAS, an agreement entitled "Joint Exercise of Powers Agreement Creating the Joint Powers .Employee Benefit Authority" has been prepared, in the form attached as Exhibit "A," and incorporated herein by this reference, which, if approved, would create the Joint Powers Bnployee Benefit Authority; and WHEREAS, the Authority would establish, operate, and maintain a comprehensive program of employee benefits, including, but not limited to, retirement, pension, death, medical, health, disability, deferred compensation, insurance, group plans, and other programs and mechanisms of the provisions thereof; and WHEREAS, the public interest requires and it is to the benefit of this City to join other public agencies to establish and operate a cooperative program of management for employee benefit funds. NOW, THEREFORE, the City Council of the City of Newport Beach resolves as follows: Section 1: The City Council hereby approves that certain "Joint Exercise of Powers Agreement Creating the Joint Powers Bnployee Benefit Authority" (herein "Agreement ") as attached hereto as Exhibit "A," and authorizes the Mayor to -2- execute said Agreement on behalf of the City. Section 2: City hereby expressly agrees to be bound by all terms and conditions of said Agreement. Sect ion 3: Upon said Agreement becoming effective, the City Manager is hereby authorized in accordance with the Agreement to act as Director and the City's representative. The City Manager shall take all actions necessary on behalf of the City to carry out and implement the provisions of the Agreement. ADOPTED this 23rd day of November, 1987. ATTEST: m^� 1C4,9�7&z2L Gam• City Clerk • -3- 0 • • JOINT EXERCISE OF POWERS CREATING THE JOINT POWERS EMPLOYEE BENEFPT AUTHORITY OCTOBER 19, 1987 c -z67"? • • • TABLE OF CONTENTS Page 1.00 DEFINITIONS .. ............................... 2 1.01 Agreement ............................ 2 1.02 Annual Meeting ....................... 2 1.03 Auditor............ ............... 3 1.04 Authority ............................ 3 1.05 Benefit Plan ......................... 3 1.06 Benefits ............................. 3 1.07 Board.. ... ........... 3 1.08 Chief Administrative Officer......... 3 1.09 Director..... ..................... 3 1.10 Executive Committee .................. 4 1.11 Fiscal Agent ......................... 4 1.12 Fiscal Year .......................... . 4 1.13 Fund.... ....................... 4 1.14 Party or Member ...................... 4 1.15 Plan Document ........................ 4 1.16 Plan Participant: ..................... 4 1.17 Public Agency ........................ 4 2.00 PURPOSE ...... ............................... 5 3.00 PARTIES TO ........................ 5 4.00 CREATION OF JOINT POWERS EMPLOYEE BENEFIT AUTHORITY .................. 5 5.00 TERM OF 6 6.00 POWERS OF THE AUTHORITY ..................... 6 7.00 BOARD OF DIRECTORS .......................... 7 7.01 Establishment of Board and Designation of Directors ............. 7 7.02 Designation of Alternates............ 7 7.03 Vote Allocation... ................ 7 7.04 Organizational Meeting ............... 7 8.00 POWERS OF THE BOARD OF DIRECTORS........... 7 8.01 Approval of Operating Budget......... 7 8.02 Review Fund Accountings .............. 8 8.03 Power to Conduct Business 8 • 8.04 Authority Procedures.. ................ 8 8.05 Annual Audit.. 8 8.06 Establishment of Committee........... 8 8.07 Development of Services .............. 9 8.08 Employees ............................ 9 8.09 Residual Powers ...................... 9 10/19/87 (i) TABLE OF CONTENTS . Pa�c e 9.00 MEETINGS OF THE BOARDS OF DIRECTORS......... 9 9.01 Meetings ........................... 9 9.02 ............................... 9 Minute s 9.03 Minutes.. ............................ 9- 9.04 Attendance ........................... 9 9.05 Meeting Notices ...................... 10 9.06 Meeting Agenda ....................... 10 9.07 Conduct of Meeting ................... 10 10.00 EXECUTIVE COMMITTEE ......................... 10 10.01 Establishment of Executive Committee ............................ 10 10.02 Authority ............................ 10 10.03 Membership.. ..... ............... 11 10.04 Procedures of Executive Committee ............................ 11 10.05 Term of Director's.. ... ........... 11 • 10.06 Initial Terms and Expansion of Executive Committee ............... 11 11.00 OFFICERS ..... ............................... 12 11.01 Officers ............................. 12 11.02 Elections ............................ 13 11.03 Term ................................. 13 11.04 Vacancies ............................ 13 12.00 DUTIES OF EXECUTIVE DIRECTOR ................ 14 12.01 General Duties of 12.02 12.03 12.04 12.05 12.06 12.07 Executive Director ................... 14 Accounts and Management Reports...... 14 Maintenance of Records ............... 14 Benefit Payments.. ............... 14 Investigation of Claims .............. 14 Preparation of Employee Benefits Policies and Manual......... 15 Annual Budget ........................ 15 0 12.08 Development of Programs .............. 15 10/19/87 (ii) • i r �J TABLE OF CONTENTS Paae 13.00 FINANCES ..... ............................... 15 13.01 Funds and Accounts ................... 15 13.02 Bond Requirement ..................... 15 13.03 Duties of Treasurer .................. 15 14.00 PROGRAM DEVELOPMENT AND FUND CONTRIBUTIONS.. 16 14.01 Program Development.... ........... 16 14.02 Adoption and Administration of Plan Document.. ............... 16 14.03 Contributions According to Plan Documents .................... 17 15.00 RESPONSIBILITIES OF MEM13ERS ................. 17 15.01 Service by Directors and Other Representatives............ 17 15.02 Payment of Contribution .............. 17 15.03 Books and Records .................... 17 15.04 Information Concerning Employee Benefit Programs............ 17 15.05 Cooperation and Assistance........... 18 16.00 CHANGE IN ...................... 18 16.01 New Parties.. ................ 18 16.02 Withdrawal of a Member ............... 18 16.03 Cancellation of a Member ............. 19 17.00 TERMINATION OF AGREEMENT .................... 20 17.01 Procedure to Terminate ............... 20 17.02 Distribution of Assets ............... 20 17.03 Dissolution .......................... 20 18.00 TORT LIABILITY AND INDEMNIFICATION.......... 21 18.01 Indemni fication ...................... 21 18.02 Tort Liability ....................... 21 18.03 Insurance... .. ............. 22 18.04 Privileges and Immunities............ 22 10/19/87 (iii) TABLE OF CONTENTS r, • EXHIBITS• Exhibit A -- List of Public Agencies 10/19/87 (iv) Page • 19.00 MISCELLANEOUS ............................... 22 19.01 Conflicts of Interest ................ 22 19.02 Books and Records .................... 22 19.03 Notices .............................. 23 19.04 Amendments ........................... 23 • 19.05 Severability of Terms... 23 19.06 Reasonableness Standard .............. 23 19.07 Successors..... .. .............. 23 19.08 Effect of Execution of Agreement ............................ 24 r, • EXHIBITS• Exhibit A -- List of Public Agencies 10/19/87 (iv) r -I J JOINT EXERCISE OF POWERS AGREE CREATING THE JOINT POWERS EMPLOYEE BENEFIT AUTHORITY This Agreement is made and entered into this day of , 1987, in the County of Orange, State of California, by and among the public agencies organized and • existing under the Constitution or laws of the State of California, hereinafter collectively referred to as "Public Agencies" and individually as "'Public Agency," which are parties signatory to this Agreement and listed in the "List of Public Agencies" attached hereto as Appendix "A" and incorporated herein by this reference. Said Public Agencies are sometimes referred to as "Parties" or "Members ". RECITALS WHEREAS, California Government Code Sections 6500, et sea. provides that two or more public agencies may by- agreement jointly exercise any power common to the contracting parties; and • WHEREAS, California Government Code Section 45000 provides that cities may establish a personnel system, which personal system may include employee benefit programs containing health, medical, disability, deferred compensation, insurance, group plans, and other programs and mechanisms for the provision thereof; and WHEREAS, California Government Code Sections 45300, et sec. provides that cities may establish, manage, operate and maintain employee benefit programs, including but not limited to retirement allowances, pensions, death benefits, disability payments, and others, and provide for the investments, care and administration of retirement funds; and WHEREAS, California Government Code Sections 53201, et sea. permit a Public Agency to provide health and welfare benefits for the benefit of its officers, employees, and retired employees, and to contract with insurers, health service organizations, or legal service organizations for plans of health and welfare benefits; and WHEREAS, California Government Code Section 1157 permits officers and employees of a Public Agency to authorize deductions from their salaries or wages for payment of premiums for life, accident, health, disability, and other purposes; and WHEREAS, California Government Code Section 53212 permits Public Agencies to establish deferred compensation 10/19/87 -1- JOINT EXERCISE OF POWERS AGREEMENT • plans for their officers and employees and to make deductions from the salaries and wages of such officers and employees to participate in a deferred compensation plan; and WHEREAS, the charters of those member cities not formed under the general law of the State of California empower the legislative body to provide employee benefit programs for retirement, death, medical, health, disability, deferred compensation, insurance, group plans, and other programs and mechanisms for the provision thereof; and WHEREAS, certain non - municipal public agencies may have authority under state law to establish, manage, operate and maintain similar benefit programs and such Public Agencies may wish to become Parties to this Agreement; and WHEREAS, the public interest requires and it is to the mutual benefit of the Parties hereto to join together to• establish and operate a cooperative program of management for employee benefit funds; and • WHEREAS, it is desirable to provide a means by which other public agencies may become Parties to this Agreement in the future whereby the resources and capability of the organization may be expanded. NOW, THEREFORE, for and in consideration of the mutual advantages, covenants and agreements contained herein the Parties hereto agree as follows: ARTICLE 1.00 DEFINITIONS. Words beginning with lower case letters are being used with their common ordinary meanings. The following capitalized names and terms shall have the following respective meanings: 1.01 Agreement. "Agreement" means this Agreement between the Public Agencies, as specified on Exhibit A hereto, for • the creation of the Joint Powers Employee Benefit Authority and any subsequent, amendments thereto. 1.02 Annual Meeting. "Annual Meeting" means the regular yearly meeting of the Board held in June in accordance with this 10/19/87 -2- JOINT EXERCISE OF POWERS AGREEMENT Agreement at which officers are elected and other business is transacted as described herein. 1.03 Auditor. 1.08 Chief Administrative Officer. "Chief Administrative Officer" means that executive officer of each Public Agency responsible to the governing body of the Public Agency for the supervision, administration, and operation of the Public Agency. • 1.09 Director. "Director" means a person who is a Member of the Board. 10/19/87 -3- "Auditor" means an independent certified public • accountant designated by the Board. 1.04 Authority. "Authority" means the Joint Powers Employee Benefit Authority created by this Agreement and may sometimes be referred to as "JPEBA" or "EBA" as the case may be. 1.05 Benefit Plan. "Benefit Plan" means the individual benefit.. agreement as negotiated by a Public Agency through collective or individual contract bargaining with its officers and /or employees. • 1.06 Benefits. "Benefits" means those monies payable on behalf of or to an Individual Plan Participant or his beneficiary, according to the Benefit Plan provisions, as a result of termination, retirement, disability, accident, illness, death, or periodic accrual. 1.07 Board. "Board" means the Board of Directors of the Authority who are the governing body. 1.08 Chief Administrative Officer. "Chief Administrative Officer" means that executive officer of each Public Agency responsible to the governing body of the Public Agency for the supervision, administration, and operation of the Public Agency. • 1.09 Director. "Director" means a person who is a Member of the Board. 10/19/87 -3- JOINT EXERCISE OF POWERS AGREEMENT • 1.10 Executive Committee. "Executive Committee "' means that Committee of the Board of Directors elected, by the Board pursuant to Article 10 hereof to exercise general and continuous oversight over the Executive! Director and the operations • of the Authority. 1.11 Fiscal Agent. "Fiscal Agent" means a custodian as approved by the Board of Authority funds, which may include but is not limited to a bank, insurance company, or other responsible financial institution qualified to serve in such capacity. 1.12 Fiscal Year. "Fiscal Year" means the period of time commencing July 1, and ending June 30, of each year. 1.13 Fund. is"Fund" means the pooled or segregated monies held and /or invested under the terms of each Benefit Plan as administered by the Authority. 1.14 Party or Member. "Party" or "Member" means a Public Agency which is a Party to this Agreement and Member of the Authority. 1.15 Plan Document. "Plan Document" means_; a document provided to the Authority by a Member delineating its Benefit Plan. 1.16 Plan Participant. "Plan Participant" means the individual employee of a Public Agency who is a participant in a Benefit • Plan under the terms his agreement with the Public Agency. 1.17 Public Agency. "Public Agency" means any state agency, county agency, city, district, joint powers agency /authority, or other Public Agency which has authority to establish, 10/19/87 -4- JOINT EXERCISE OF POWERS AGREEMENT • manage, operate and maintain an employee benefit system, as provided herein, and to become a Party to this Agreement. ARTICLE 2.00 PURPOSE. Each Party to this Agreement certifies that it intends to and does contract with all other Parties who are signatories of this Agreement and, in addition, with such other Parties as may later be added as Parties to and signatories of this Agreement pursuant to Article 16.00. Each Party to this Agreement also certifies that the deletion of any Party from this Agreement, pursuant to Article 16.00 shall not effect this Agreement or such Parties' intent to contract as described above with the other Parties to the Agreement then remaining. ARTICLE 4.00 CREATION OF JOINT ]POWERS EMPLOYEE BENEFIT AUTHORITY. Pursuant to Government Code Section 6500 et. sec., there is hereby created a public entity separate and apart from the • Parties hereto, to be known as the Joint Powers Employee Benefit Authority. Pursuant to Government Code Section 6508.1, the debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of any Party to this Agreement. 10/19/87 -5- The purpose of this Agreement is to create a Joint Powers Employee Benefit Authority to establish, operate and maintain a comprehensive program of employee benefits, both retirement and other employee benefits, including but not limited to pension, death, medical, health, disability, deferred compensation, insurance, group plans and other programs and mechanisms for the provision thereof in order to achieve economies of scale, more efficient administration and a maximum return within authorized parameters. This purpose shall be accomplished through the exercise of the powers of the Public Agencies jointly by pooling their investments and. jointly purchasing administrative and other services, including but not limited to, plan development, claim investigation, data processing, investment consultation, legal and related services. • ARTICLE 3.00 PARTIES TO AGREEMENT. Each Party to this Agreement certifies that it intends to and does contract with all other Parties who are signatories of this Agreement and, in addition, with such other Parties as may later be added as Parties to and signatories of this Agreement pursuant to Article 16.00. Each Party to this Agreement also certifies that the deletion of any Party from this Agreement, pursuant to Article 16.00 shall not effect this Agreement or such Parties' intent to contract as described above with the other Parties to the Agreement then remaining. ARTICLE 4.00 CREATION OF JOINT ]POWERS EMPLOYEE BENEFIT AUTHORITY. Pursuant to Government Code Section 6500 et. sec., there is hereby created a public entity separate and apart from the • Parties hereto, to be known as the Joint Powers Employee Benefit Authority. Pursuant to Government Code Section 6508.1, the debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of any Party to this Agreement. 10/19/87 -5- JOINT EXERCISE OF POWERS AGREEMENT • ARTICLE 5.00 TERM OF AGREEMENT. This Agreement shall become effective on the date of execution hereof by at least two Public Agencies and shall continue until and unless terminated as hereinafter provided. • ARTICLE 6.00 POWERS OF THE AUTHORITY. The Authority shall have the powers common to the Public Agencies and is hereby authorized to do all acts necessary for the exercise of said common powers, including, but not limited to, any or all of the following: (a) Authorize the allowance, compromise, arbitration, rejection, or settlement of benefit claims; (b) To make and enter into contracts; (c) To incur debts, liabilities or obligations and issue bonds, notice! and other evidence of • indebtedness; (d) To invest and manage funds; (e) To employ agents and employees; (f) To acquire, hold or dispose of real or personal property, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and governmental entities;; (g) To acquire, construct, manage, maintain or operate any building, works or improvements; (h) To sue and be sued in its own name; (i) To develop and administer employee benefit plans and programs as described herein; and (j) To exercise all powers necessary and proper to • carry out the terms and provisions of this Agreement, or otherwise authorized by law. 10/19/87 -6- JOINT EXERCISE OF POWERS AGREEMEN'.P • ARTICLE 7.00 BOARD OF DIRECTORS,. 7.01 Establishment of Board and Designation of Directors. The Authority shall be governed by the Board of Directors which is hereby established and which shall be • composed of one voting Director from each Member. The Director for each Member is hereby designated to be the Chief Administrative Officer of each Member who shall automatically assume the office of Director. Any person serving as Chief Administrative Officer, whether in a permanent, acting or interim capacity shall serve as Director upon selection as Chief Administrative Officer and shall continue as Director so long as he or she serves as Chief Administrative Officer. 7.02 Designation of Alternates. The Director shall appoint at least one (1) alternate who shall generally be that officer or employee of the Member responsible for employee benefits. The alternate shall have the authority to attend, participate in and vote in any meeting of the Board when the Director for whom he or she is • an alternate is absent from said meeting. 7.03 Vote Allocation. Each Member shall have one (1) vote which shall be cast personally by their Director or alternate. 7.04 Organizational Meeting. Within sixty (60) days following the effective date of this Agreement, the Directors representing the Parties to this Agreement shall hold the initial Board meeting and organize the Authority by electing and appointing officers and taking such other actions as may be appropriate. ARTICLE 8.00 POWERS OF THE BOARD OF DIRECTORS. 8.01 AMroval of Operating Budget. • At the Annual Meeting the Board shall review, modify if necessary, and approve the annual operating budget of the Authority, prepared by the Executive Director pursuant to Section 12.07. 10/19/87 -7- JOINT EXERCISE OF POWERS AGREEMENT • 8.02 Review Fund Accountings. The Board shall receive and review periodic accountings of all funds received pursuant to this Agreement. 8.03 Power to Conduct Business. • The Board shall have the power to conduct on behalf of the Authority all business of the Authority including that assigned to the Executive Director. The Board may review all acts of the Executive Committee and /or Executive Director and shall have the power to modify and /or override any decision or action upon a majority vote of the entire Board, provided that the Board may not impair any obligation of any valid contract. 8.04 Authority Procedures. The Board may cause to be developed Bylaws for the Authority. In addition, a Manual of Procedures to govern the day -to -day operations of the Authority may thereafter be • developed. Each Member shall receive a copy of the Bylaws, and any Manual developed under this Article. The Board may establish such other policies, rules, regulations, and procedures to govern its operations as it deems appropriate. The foregoing Bylaws, Manual, policies, rules, regulations, and procedures may be amended by the Board from time to time. 8.05 Annual Audit. The Board shall arrange and provide for an annual audit of the accounts and records of the Authority by an independent certified public accountant which audit shall meet the minimum requirements specified in Sections 6505 and 26909 of the California Government Code and conform to generally accepted auditing standards. Copies of such audit shall be distributed to all Members within ninety (90) days following the close of the fiscal year. 8.06 Establishment of Committees. The Board may establish committees to make • recommendations to it. The committees shall conduct their meetings in the same manner as meetings of the Board and in accordance with such other procedures as the Board may prescribe. 10/19/87 -8- JOINT EXERCISE OF POWERS AGREEMENT • 8.07 Development of Services. The Board shall have the authority to develop plans and programs, including employee benefit programs, for the Members and to contract to provide services for the Authority. • 8.08 Employees. The Board shall have the! power to authorize the employment of persons on a full or part -time basis and to establish the terms and conditions of their employment, as necessary to carry out the purposes of the Authority. 8.09 Residual Powers. The Board shall have such other powers and functions as are provided for in this Agreement. ARTICLE 9.00 MEETINGS OF THE BOARDS OF DIRECTORS. • 9.01 Meetings. The Board shall provide for its regular, adjourned regular and special meetings; provided, however, that it shall hold at least one (1) regular meeting annually. All such meetings shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act (California Government Code Sections 54950, et sec.). 9.02 Quorum. A quorum of the Board shall consist of a majority of Directors or their designated alternates. A vote by a majority of those present at a meeting shall be sufficient to constitute action by the Board, unless otherwise specified herein. 9.03 Minutes. The Secretary for the Board shall cause minutes of • regular, adjourned regular and special meetings to be kept and shall, as soon as possible after each meeting cause a copy of the minutes to be forwarded to each Director. 9.04 Attendance. All Directors or their alternates shall attend all meetings of the Board. If a Director or his or her alternate 10/19/87 -9- JOINT EXERCISE OF POWERS AGREEMENT • fails to attend three (3) consecutive meetings without good cause, the Board may declare a vacancy, which shall be filled by the Member. 9.05 Meeting Notices. is Regular meetings shall be held at the time and place specified in the Bylaws, resolution, or order of adjournment of the Board. Notices of such regular meetings shall, if possible, be sent by mail to each Director no less than ten (10) days before the meetings, but failure to give such notice shall not vitiate the meeting or any business transacted thereat. Notice of any special meeting shall be sent by mail at least ten (10) days before the meeting unless the meeting is called for an emergency requiring immediate action by the Board, in which case the meeting shall meet the minimum notice requirements of the Brown Act. Special meetings may be called by any elected officer or the. Secretary. 9.06 Meeting Agenda. • An agenda of the meeting shall be prepared and posted to the Brown pursuant Act. 9.07 Conduct of Meeting. Unless otherwise determined by the Board, meetings shall be conducted .pursuant to the most current edition of "Robert's Rules of Order ". ARTICLE 10.00 EXECUTIVE COMMITTEE. 10.01 Establishment of Executive Committee. When the membership of the Authority becomes ten (10) or more Public Agencies, the Board may establish an Executive Committee consisting of an odd number of not less than five (5) nor more than nine (9) members, as determined by the Board. • 10.02 Authority. Except as otherwise specifically provided herein, when established, the Executive Committee may exercise any right or power of the Board as set forth herein. The Executive Committee shall have policy control as well as general supervisory authority over the day -to -day decisions and administrative activities of the Executive Director and the 10/19/87 -10- JOINT EXERCISE OF POWERS AGREE14ENIT • Authority. Notwithstanding the foregoing, the Board shall still be required to hold the Annual Meeting and may itself only conduct the business required to be transacted at the Annual Meeting. 10.03 Membership. The membership of the Executive Committee shall include the President, Vice President, and Treasurer of the Authority, and two to six additional Directors, as necessary, to complete the full membership of the Executive Committee as such membership has been established by the Board pursuant to Sections 10.01 and 10.06. 10.04 Procedures of Executive Committee. Except as otherwise specifically provided herein, all policies, rules, regulations, and procedures of the Executive Committee shall be as provided herein for the Board, including, but not limited to those governing elections, vacancies, meetings, notices, duties, authorities, and so • forth. The President, or in his or her absence, the Vice President, shall preside at and conduct all meetings of the Executive Committee. 10.05 Term of Directors. The Directors serving on the Executive Committee (other than the President, Vice President and Treasurer) shall serve a term of two (2) years, except as provided in Section 10.06, or until their successor is elected and qualified. 10.06 Initial Terms and Expansion of Executive Committee. (a) Upon the admission of the tenth (10th) Member, and with the addition of every fifth (5th) Member thereafter, within one hundred twenty (120) days following such event, the Board shall, at a regular or special, meeting, consider the establishment and membership of the Executive Committee, but only if the then membership of the • Executive Committee is less than the maximum number permitted. (b) At any such meeting the Board may establish the number of members of the Executive Committee, within the limits set in Section 10.01, and elect Directors to the seats thereby established. Upon the initial creation of the seats, one -half (1/2) 10/19/87 -11- JOINT EXERCISE OF POWERS AGREEMENT • shall be designated by the Board as serving until the next Annual Meeting, with the remainder serving until the following Annual Meeting. After the initial terra, each seat will have a two (2) year term so that staggered seats are thereby created. • (c) After the initial establishment of the Executive Committee, seats may only be eliminated from the Executive Committee at the Annual Meeting by a vote of a majority of all Members. The elimination of such seats may only become effective upon completion of the terms of office which shall next expire, unless otherwise determined by the membership. ARTICLE 11.00 OFFICERS. 11.01 Officers. • The officers of the Authority shall be as follows: (a) President. The elected chief officer of the Authority who shall preside as chairperson and conduct all meetings of the Board. The President shall execute all contracts, deeds, warrants, and other official documents on behalf of the Authority. (b) Vice President. The elected officer who in the absence or inability, of the President to act shall act in the President's capacity. (c) Treasurer. The elected officer who shall have those duties described in Article 13.00. (d) Director Members of Executive Committee. Those Directors elected by the Members pursuant to Section 10.06. (e) Secretary. The Executive Director shall serve as • Secretary to the Board. The Secretary shall keep and maintain the records of the Authority and minutes of all Board meetings. The Secretary shall attest to the proper execution of all resolutions, minutes, contracts, and other documents. 10/19/87 -12- JOINT EXERCISE OF POWERS AGREEMENT • (e) Executive Director. The person appointed by the Board to perform the executive and administrative functions of the Authority, as described in Article 12.00. (f) Controller. The Executive Director or such other • person as may be appointed by the Board shall be the Controller who shall administer the finances of the Authority and perform all duties delegated by the Treasurer. (g) General Counsel. The member of the California State Bar appointed by the Board who by contract serves as the legal advisor to the Authority. 11.02 Elections. The elected officers of the Authority shall be elected at the Annual Meeting of the Board. Except as otherwise specified herein, elections shall be conducted in accordance • with Robert's Rules of Order. The first election shall be for the office of President, and thereafter for each successive office in descending order, as listed above. Names shall be placed in nomination until nominations are closed. Vote shall be by roll call and successive ballots shall be taken until one nominee receives a majority vote of those present. Directors may be elected to more than one office, but only so long as there are an insufficient number of Directors so that all offices may be separately filled. 11.03 Term. Term of office for the President, Vice - President, and Treasurer shall be one (1) year, or until their successors are elected and qualified, while the appointed officers shall serve at the pleasure of the Board and may be terminated at any time, with or without cause. Officers may be elected to successive terms, but not more than five (5). • 11.04 Vacancies. In the event that any office becomes vacant due to resignation, death, disability, removal from office, or other cause, a successor shall be elected at a regular or special meeting of the Board held within sixty (60) days of such event. Officers may be removed at any time by a majority vote of all Members taken at any meeting. Officers may 10/19/87 -13- JOINT EXERCISE OF POWERS AGREEMENT • resign from the Board with thirty (30) days' written notice to the Board, or such lesser time as the Board may approve. ARTICLE 12.00 DUTIES OF EXECUTIVE DIRECTOR. • 12.01 General Duties of Executive Director. The Executive Director shall have general authority to administer the Authority under the direction and control of the Board. The Executive Director shall have authority to hire, manage, discipline, and germinate all employees for such positions as may be authorized by the Board, and administer all consulting and other contracts, when approved by the Board. The general duties and responsibilities of the Executive Director shall be established in the Bylaws, resolutions, policies, rules, regulations, and procedures of the Authority as approved by the Board and as otherwise, provided herein. The general duties described herein may be delegated to subordinate employees or performed through contractual services. 12.02 Accounts and Management Reports. The Executive Director shall maintain accounts and provide management reports on, among other areas, contributions, investments, return of contributions, and actuarial analysis and special reports for each Member and for the Authority as well as provide a strict accountability of all funds and a record of all receipts and disbursements. 12.03 Maintenance of Records. The Executive Director shall prepare and maintain Benefit Plan files for each Plan Participant and other records necessary to the administration of this Agreement. 12.04 Benefit Payments. The Executive Director shall provide for payments of benefits in accordance with the pertinent Plan Document and this Agreement. • 12.05 Investigation of Claims. The Executive Director shall determine when investigation of benefit claims is necessary and oversee the such investigations. 10/19/87 -14- JOINT EXERCISE OF POWERS AGREEMENT 12.08 Development of Programs. The Executive Director shall periodically investigate the needs of Members for new and modified employee benefit - programs and develop additional programs and services to be approved by the Board and offered to Members. • ARTICLE 13.00 FINANCES. 13.01 Funds and Accounts. The Treasurer of the Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by the Board. The Treasurer shall have the custody of and disburse the Authority's funds. He or she shall have the authority to delegate the signatory function of the Treasurer to such persons as authorized by the Board, but any disbursements shall require at least two (2) signatures. 13.02 Bond Requirement. A bond paid by the Authority, in the amount determined by the Board to be adequate shall be required of all officers and personnel authorized to disburse funds of the Authority. 13.03 Duties of Treasurer. • The Treasurer of the Authority shall assume the duties described in California Government Code Section 6505.5 as it may be amended, including: (a) Receive and receipt for all money of the Authority and place it in the treasury of the Treasurer to the credit of the Authority; 10/19/87 -15- 12.06 Preparation of Employee Benefits Policies and • Manual. The Executive Director shall prepare employee benefits policies and programs and direct the preparation of an Employee Benefits Policy and Procedures Operating Manual to • be followed by each of the Members. 12.07 Annual Budget. The Executive Director shall. direct the preparation of an Annual Operating Budget to be approved by the Board at the Annual Meeting. 12.08 Development of Programs. The Executive Director shall periodically investigate the needs of Members for new and modified employee benefit - programs and develop additional programs and services to be approved by the Board and offered to Members. • ARTICLE 13.00 FINANCES. 13.01 Funds and Accounts. The Treasurer of the Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by the Board. The Treasurer shall have the custody of and disburse the Authority's funds. He or she shall have the authority to delegate the signatory function of the Treasurer to such persons as authorized by the Board, but any disbursements shall require at least two (2) signatures. 13.02 Bond Requirement. A bond paid by the Authority, in the amount determined by the Board to be adequate shall be required of all officers and personnel authorized to disburse funds of the Authority. 13.03 Duties of Treasurer. • The Treasurer of the Authority shall assume the duties described in California Government Code Section 6505.5 as it may be amended, including: (a) Receive and receipt for all money of the Authority and place it in the treasury of the Treasurer to the credit of the Authority; 10/19/87 -15- JOINT EXERCISE OF POWERS AGREEMENT • (b) Be responsible upon his or her official bond for the safekeeping and disbursement of all of the Authority's money so held by him or her; (c) Pay, when due, out of money of the Authority so held by him or her, all sums payable on outstanding bonds and coupons of the Authority; (d) Pay any other sums due from the Authority only upon warrants signed by the Authority officer or employee performing the functions of Controller; and (e) Verify and report in writing to the Authority and to the Members on the first day of July, October, January, and April of each year the amount of money held for the Authority, the amount of receipts since the last report, and the amount - paid out since the last report. (f) To report in writing to the Authority and the Members at the Annual Meeting and within one hundred twenty (120) days following the close of • the fiscal year on all financial activities for the fiscal year. ARTICLE 14.00 PROGRAM DEVELOPMENT AND FOND CONTRIBUTIONS. 14.01 Program DeveloRment, The Board, through the Executive Director, shall develop employee benefit programs in the areas of retirement and pension, death, medical, health, disability, deferred compensation, insurance, group plans, and other programs and mechanisms for the provision thereof in response to the Members and their employees' needs. The employee benefit programs shall be compatible with defined levels of contribution from Members and their employees. The Members shall assist in the analysis, evaluation, and development of employee benefit programs and Plan Documents. 14.02 Adoption and Administration of Plan Document. • No Plan Document may be adopted or effective as to any Member, nor may it be modified, amended, or terminated, without the mutual approval of the Member and the Authority. The Authority shall have the right to approve or disapprove any Plan Document and any allocation of contributions on the basis of its validity, prudence, feasibility, and investment 10/19/87 -16- JOINT EXERCISE OF POWERS AGREEMENT • compatibility. The administration of the Plan shall be in accordance with the Plan Document. The Plan Document shall provide for the method of modification, amendment, or termination of the Plan and no Plan may be modified, amended, or terminated except in accordance with said Plan Document. i14.03 Contributions According to Plan Documents. Each Member and each Plan Participant shall pay to the entity designated in the Plan Documents contributions in the amounts determined in said Plan Documents. Allocations of Plan Participant contributions_ shall be designated in the Plan Documents. The Member shall demonstrate to the satisfaction of the Authority that due to an agreement with a collective bargaining unit, its own personnel policies, rules, regulations, and procedures, or otherwise, that it or the Authority has the power to obtain the Plan Participant contributions. ARTICLE 15.00 RESPONSIBILITIES OF MEMBERS. • 15.01 Service by Directors and Other Representatives. Each Director and /or their alternate shall actively participate in the activities of the Authority. In addition, the Director shall appoint an employee of the Member to be responsible for the employee benefit function within that Member, and to serve as a liaison between the Member and the Authority as to employee benefit :issues. 15.02 Payment of Contribution. Each Member shall pay its contribution pursuant to its approved Plan Documents, and any readjusted amount, promptly to the Authority when due. After withdrawal or termination, each Public Agency shall pay promptly to the Authority its share of any additional contributions, when and if required of it by the Board under Article 16.00 of this Agreement. 15.03 Books and Records. • Each Member shall maintain its own set of reports and records concerning its participation and contribution and that of its employees to the employee benefit program. 15.04 Information Concerning Employee Benefit Programs. Each Member shall provide information concerning the employee benefit program and take appropriate action to 10/19/87 -17- JOINT EXERCISE OF POWERS AGREEMENT • encourage employee participation in the approved employee benefit program. 15.05 Cooperation and Assistance. Each Member shall provide the Authority with such other information or assistance as may be necessary for the Authority to carry out the joint employee benefit program under this Agreement. Such assistance may include payments or advances of public funds to defray the costs of Authority programs or services, or the provision of personnel, equipment or property in lieu of such payments or advances but in each such case assistance! must be authorized by the Member. Each Public Agency shall comply with all Bylaws, resolutions, policies, rules, regulations, and procedures adopted by the Board. 10/19/87 -18- ARTICLE 16.00 CHANGE IN ORGANIZATION. 16.01 New Parties. • Any Public Agency wishing to become a Member of the Authority shall, by its governing body, first adopt a Resolution For Admission requesting admission and agreeing to be bound by all terms and conditions of this Agreement. A true and correct copy of such Resolution shall be sent to the Board. Within one hundred twenty (120) days following the adoption of the Resolution, at a regular or special meeting of the entire Board called for such purpose, the Members shall consider the membership of the applicant. If a majority of all Members approve admission of the Public Agency, then such Public Agency shall become a Member with all rights and obligations of any other Member. The effective date of membership shall be the first date an addendum hereto is executed by the new Member. The Secretary shall certify on the addendum as to the date and vote when the Members approved said new membership. Public Agencies entering under this Article will. be required to pay their share of organizational expenses as determined by the Board, including those necessary to prepare their Plan Documents and determine their contributions. • 16.02 Withdrawal of a Member_ (a) No Party to this Agreement may withdraw until it has been a Member for at least one (1) full fiscal year. 10/19/87 -18- JOINT EXERCISE OF POWERS AGREEMENT • (b) Prior to withdrawal from this Agreement, a Member by its governing body, shall adopt a Resolution of Intention to Withdraw. A true copy of the Resolution of Intention to Withdraw, shall be sent to the Board not later than the first (1st) day of January before the close of the fiscal . year. (c) The effective date of a Party's withdrawal shall be at the end of the fiscal year in which it gave the Notice of Intention to Withdraw, but at any time prior to the effective date the governing body may rescind its Resolution of Intention to Withdraw and upon such rescission, the Resolution of Intention to withdraw shall be considered null and void. (d) The withdrawal of any Public Agency from this - Agreement shall not germinate the Agreement and no Public Agency by withdrawing shall be entitled to payment or return of any contribution, • consideration or property paid, or donated by the Public Agency to the Authority, or to any distribution of assets. (e) The withdrawal of any Public Agency after the effective date of the employee benefit program shall not terminate its responsibility to contribute its share of contributions or funds to any employee benefit: program created by the Authority until all claims, or other unpaid liabilities, covering the period the Public Agency was signatory hereto have been finally resolved and a determination of the final amount of payments due by the Public Agency or credits to the Public Agency for the period of its membership has been made by the Board. In connection with this determination, the Board may exercise similar powers to those provided for in Article 17.00 of this Agreement. 16.03 Cancellation of a Member. • Any Public Agency's membership in the Authority may be cancelled if within any one hundred twenty (120) day period the governing bodies of three- quarters (3/4) or more of the Members adopt a Resolution of Cancellation. The effective date of cancellation shall be the date of action by the governing body of the Member necessary to establish the three - quarters (3/4) vote. Any Public Agency so cancelled 10/19/87 -19- JOINT EXERCISE OF POWERS AGREEMENT • shall on the effective date of the cancellation be treated the same as if the Public Agency had voluntarily withdrawn from this program. ARTICLE 17.00 TERMINATION OF AGREEMENT. 17.01 Procedure to Terminate. The governing bodies of the Members may determine that the public interest will not be served by the continuance of this Agreement. If within any one hundred twenty (120), day period the governing bodies of three quarters (3/4) or more of the Members adopt a Resolution of Termination, then this Agreement shall be terminated effective at the end of the fiscal year specified by such Parties at the time of voting, provided, however, that this Agreement and the Authority shall continue to exist for the purpose of disposing of all.. claims, distribution of assets„ and all other functions necessary to wind up the affairs of the Authority. • 17.02 Distribution of Assets. Upon termination of this Agreement, all assets of the Authority shall be distributed among the Parties including any of those Parties which previously withdrew pursuant to Article 16.00 of this Agreement, in accordance with and proportionate to their cash (including contribution) payments and property (at market value when received) contributions made during the term of this Agreement. The Board shall determine such distribution within six (6) months after the last pending claim or obligation covered by this Agreement has been finally disposed of. 17.03 Dissolution. The Board is vested with all powers of the Authority for the purpose of winding up and dissolving the business affairs of the Authority. These powers shall include the power to require Public Agencies, including those which were Parties at the time the claim arose or at the time the obligation was incurred, to pay their share of any additional amount of • contribution deemed necessary by the Board for final 10/19/87 -20- JOINT EXERCISE OF POWERS AGREEMENT • disposition of all claims or obligations covered by this Agreement. ARTICLE 18.00 TORT LIABILITY AND INDEMNIFICATION. • 18.01 Indemnification. Each Party to this Agreement shall hold harmless, be responsible for, and indemnify other Parties to the Agreement for any loss, cost, or expense that may be imposed upon such other Parties as a result of the individual Party's failure to abide by the terms of this Agreement, the Plan Documents, audit, or other governing procedures. The Directors, officers, and employees of the Authority are hereby indemnified by the Authority and held severally and jointly, against and free from all claims, expenses,._ demands, penalties, fines, forfeitures, judgments, settlements, attorney fees, and any other amounts whatsoever actually and reasonably incurred as a result of their • participation in this Agreement and the operation of the Authority created hereunder, providing that the indemnitee was determined by the Board to have acted in good faith. This provision of indemnity shall not be construed to obligate the Authority to pay any liability, including but not limited to punitive damages, which by law would be contrary to public policy or otherwise unlawful. 18.02 Tort Liability. Section 895.2 of the Government Code imposes certain tort liability jointly upon Public Agencies solely by reason of such Public Agencies being Parties to an Agreement as defined in Section 895 of said Code. Therefore, the Parties hereto, as between themselves, pursuant to the authorization contained in Sections 895.4 and 895.6 of the Government Code, each assume the full liability imposed upon it or any of its officers, agents, or employees by law for injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, to the same extent that such • liability would be imposed in the absence of Section 895.2 of said code. To achieve this purpose, each Party indemnifies and holds harmless the other Party for any loss, cost or expense, including reasonable attorney's fees, that may be imposed upon or incurred by such other Party solely by virtue of section 895.2 of the Government Code. 10/19/87 -21- JOINT EXERCISE OF POWERS AGREEMENT • 18.03 Insurance. The Authority shall obtain necessary bonding, fiduciary liability, and other insurance coverage on a pooled basis as deemed necessary by the Board for all Directors, officers, • and employees. Such coverage shall be an administrative expense and shall be on a pro rata share basis. 18.04 Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, all pension, relief, disability, worker's compensation, and other benefits which apply to the activity of officers, agents or employees of any Member when performing their respective functions within the territorial limits of the Member, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties - extraterritorially hereunder. • ARTICLE 19.00 MISCELLANEOUS. 19.01 Conflicts of Interest_ No officer or employee of the Authority or any Member shall have any financial interest, direct or indirect, in the Authority nor shall any such officer or employee participate in any decision relating to the Authority which affects his or her financial interests or those of his or her corporation, partnership, or association in which he or she is directly or indirectly interest, in violation of any State law or regulation. 19.02 Books and Records. All books-, records, accounts, and documents of the Authority shall be available at any reasonable time to the Members of the Authority, and, also, to the extent provided by State law (the Public Records Act, California Government Code Sections 6250, et sea.), shall be public records available to the public. This Section shall not authorize • the release of any confidential documents which would constitute a personnel record of an officer or employee of the Authority or any Individual Benefit Plan Participant the disclosure of which would constitute an unwarranted invasion of privacy. 10/19/87 -22- JOINT EXERCISE OF POWERS AGREEMENT • 19.03 Notices. Notices shall be sufficient if sent by regular first class mail, postage prepaid, to each Director and to each Member. Notices to the Member may be sent to the City Clerk or other official designated by the Member where the Agency lacks a City Clerk position. Notices shall be in writing, dated, and signed. 19.04 Amendments. Except as otherwise provided in Section 16.01, any amendments to this Agreement shall be approved if, within one hundred twenty (120) days, approved by resolutions adopted by a majority of the governing bodies of the Members, and an amendment to this Agreement is executed by such approving Members. Unless otherwise stated in the Amendment, the effective date of any amendment shall be on July 1, following- its adoption. 19.05 Severability of Terms. • Should any portion, term, condition, or provision of this Agreement be determined by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise unenforceable or ineffectual, the remaining portions, terms, conditions and provisions shall not be effected thereby. 19.06 Reasonableness Standard. Whenever in this Agreement consent or approval by a Member is required, the same shall not be unreasonably be withheld. 19.07 Successors. Should a Party to this Agreement reorganize in accordance with State law, the successor or successors in interest to such Party may be substituted as a Party to this Agreement, and such substitution :shall become effective upon the filing with the Board of an assignment by such Party to its successor or successors in interest of all said Party's rights and obligations hereunder, provided such assignment is fully executed by the Party to this Agreement and its successor or successors. 10/19/87 -23- u • L_J JOINT EXERCISE OF POWERS AGREE14EIlT 19.08 Effect of Execution of Agreement. The foregoing constitutes the full Agreement of the Parties. There are no oral or agreements not set forth in writing herein. of this Agreement the executing Party agrees the terms of the Agreement,, and with future approved by the Board. This Agreement may counterparts. and complete understandings By execution to comply with amendments as be executed in IN WITNESS WHEREOF, each of the Parties caused this Joint Powers Agreement to be executed counterpart by its duly authorized Party on the dates indicated below. 10/19/87 -24- hereto has as original respective • • • JOINT EXERCISE OF POWERS AGREEMENT Date ATTEST: Eileen Phinney City Clerk APPROVED AS TO FORM: CITY OF COSTA MESA By Donn Hall, Mayor Thomas Wood, Esq. City Attorney AUTHORIZING RESOLUTION AND DATE OF APPROVAL: CITY OF NEWPORT BEACH Date By _ :John C. Cox, Jr., Mayor ATTEST: 5/276/011763- 0001/004 10/19/87 -25-