HomeMy WebLinkAboutC-2678 - Joint Exercise of Powers Agreement Creating the Joint Powers Employee Benefit Authority• • -2�7/
JOINT EXERCISE OF POWERS
CREATING THE JOINT POWERS
EMPLOYEE BENEFIT AUTHORITY
OCTOBER 19, 1987
e
TABLE OF CONTENTS
5.00 TERM OF
................ 6
6.00 POWERS
OF THE AUTHORITY ..................... 6
7.00 BOARD OF DIRECTORS .......................... 7
Paae
1.00
DEFINITIONS .. ...............................
2
7.02
1.01
Agreement ............................
2
7.04
1.02
Annual Meeting .......................
2
8.01
1.03
Auditor............ ...............
3
8.03
1.04
Authority ............................
3
8.05
1.05
Benefit Plan .........................
3
8.07
1.06
Benefits .............................
3
8.09
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 AGREEMENT ........................
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
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TABLE OF CONTENTS
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9.00 MEETINGS OF THE BOARDS OF DIRECTORS......... 9
9.01 Meetings ............................. 9
9.02 Quorum ............................... 9
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 Directors...... ........... 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
Executive Director... .. ...... 14
12.02 Accounts and Management Reports...... 14
12.03 Maintenance of Records ............... 14
12.04 Benefit Payments... ............... 14
12.05 Investigation of Claims .............. 14
12.06 Preparation of Employee
Benefits Policies and Manual......... 15
12.07 Annual Budget ........................ 15
12.08 Development of Programs .............. 15
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TABLE OF CONTENTS
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Page
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 MEMBERS .................
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 ORGANIZATION ......................
18
16.01
New Parties.. . .. ..................
18
16.02
Withdrawal of 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
Indemnification ......................
21
18.02
Tort Liability .......................
21
18.03
Insurance... . .... .............
22
18.04
Privileges and Immunities............
22
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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
EXHIBITS:
Exhibit A -- List of Public Agencies
10/19/87 (iv)
JOINT EXERCISE OF POWERS AGREE
CREATING THE JOINT POWERS
EMPLOYEE BENEFIT AOTHORITI
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,
it 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,
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
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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
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Agreement at which officers are elected and other
business is transacted as described herein.
1.03 Auditor.
"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.
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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.
"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,
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manage, operate and maintain an employee benefit system,
as provided herein, and to become a Party to this
Agreement.
ARTICLE 2.00 PURPOSE.
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.
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JOINT EXERCISE OF POWERS AGR_1'-_F.4ENT
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.
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JOINT EXERCISE OF POWERS AGREEMENT
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 Oroanizational 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 AAvproval of Oaerating 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.
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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.
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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 sew.,.).
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
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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 . Meetinc Notices.
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
pursuant to the Brown Act.
9.07 Conduct of Meetings
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
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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)
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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 term, 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.
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(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
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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 terminate 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 Pavments.
The Executive Director shall provide for payments of
benefits in accordance with the pertinent Plan Document and
this Agreement.
12.05 I_nyestigation of Claims.
The Executive Director shall determine when
investigation of benefit claims is necessary and oversee the
such investigations.
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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;
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(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 FUND CONTRIBUTIONS
14.01 Program Development.
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
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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.
14.03 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
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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.
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.
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(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 terminate 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
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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
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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
and jointly, against and free
demands, penalties, fines,
settlements, attorney fees, and
actually and reasonably incur
participation in this Agreemer
Authority created hereunder, p
was determined by the Board to Y
Authority and held severally
from all claims, expenses,_
forfeitures, judgments,
any other amounts whatsoever
red as a result of their
t and the operation of the
roviding that the indemnitee
lave 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.
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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 seg.). 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.
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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.
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19.08 Effect of Execution of Agreement.
The foregoing constitutes the full and complete
Agreement of the Parties. There are no oral understandings
or agreements not set forth in writing herein. By execution
of this Agreement the executing Party agrees to comply with
the terms of the Agreement, and with future amendments as
approved by the Board. This Agreement may be executed in
counterparts.
IN WITNESS WHEREOF, each of the Parties hereto has
caused this Joint Powers Agreement to be executed as original
counterpart by its duly authorized Party on the respective
dates indicated below.
10/19/87 -24-
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JOINT EXERCISE OF POWERS AGREEMENT
9
CITY OF COSTA MESA
Date By
Donn Hall, Mayor
ATTEST:
Eileen Phinney
City Clerk
APPROVED AS TO FORM:
Thomas Wood, Esq.
City Attorney -
AUTHORIZING RESOLUTION AND DATE OF APPROVAL:
ATT
Wanda Raggio
City Clerk
APP�IOVED AS TO NORM:
bbert Burnham, Esq.
ity Attorney
AUTHORIZING RESOLUTION AND DATE OF APPROVAL: 87 -167, November 23, 1987
5/276/011763- 0001/004
10/19/87
-25-
JOINT EXERCISE OF POWERS AGREEMENT
CI OF OSTA
Date �u�J�fj 87 By
Donn Hall, Mayor
ATTEST:
J _
Eileen Phinney
City Clerk
APPROVED AS TO FORM:
Tho Wood, Esq.
City Attorney
AUTHORIZING RESOLUTION AND DATE OF APPROVAL: -/6-J- M7
Date
ATTEST:
Wanda Raggio
City Clerk
APPROVED AS TO FORM:
Robert Burnham, Esq.
City Attorney
CITY OF NEWPORT BEACH
By
John C. Cox, Jr., Mayor
AUTHORIZING RESOLUTION AND DATE OF APPROVAL:
5/276/011763- 0001/004
10/19/87 -25-