Loading...
HomeMy WebLinkAbout1991/05/21 Item 8 COUNCIL AGENDA STATEMENT ITEM ~ MEETING DATE Mav 21. 1991 RESOLUTION '''l'-~ Authorizing the City to enter into an agreement for the joint exercise of powers with other public agencies to establish, manage, operate and maintain employee benefit programs as provided in said agreement. SUBMITTED BY: DIRECTOR OF PERSONNEL C l/ REVIEWED BY: CITY MANAGE~ (4/5th Vote: YES_NO-1L) In the Memoranda of Understanding (MOU' s) with the Chula vista Employees Association (CVEA) and the International Association of Firefighters (IAFF) the City agreed to offer a Medical Premium Retirement Benefit Plan through JPEBA (Joint Powers Employee Benefit Authority). This program will provide employees the opportunity to make unlimited pre-tax salary contributions to fund health insurance premiums in retirement. ITEM TITLE: RECOMMENDATION: Adopt resolution authorizing the agreement. BOARDS & COMMISSIONS RECOMMENDATION: N/A DISCUSSION: Effective June 28, 1991, the City has agreed to provide a program to certain employees to pre-fund post retirement health insurance premiums. In addition to CVEA and IAFF represented employees, the program will be offered to employees represented by the Executive, Mid-Management and Unrepresented groups. The legal authority to offer such a program is found under section 457 (f) of the Internal Revenue Code. The vehicle to introduce the program exists under a Joint Powers Authority known as JPEBA, established under various Government Code sections. JPEBA offers a number of benefit programs, however, the city is only interested in this Medical Premium Retirement Benefit Plan. Retirees usually find that their highest single cost is health care. This is especially true for those who retire before age 65 when one is normally eligible for Medicare. Also, there are many employees hired before 1986 when Medicare tax contributions became mandatory, who have no Social Security service and are therefore not eligible for Medicare upon reaching age 65. Under the JPEBA program, employees will have the opportunity to make pre-tax salary contributions that are set aside in a separate account. The plan invests the account through a "pooling" of assets and credits each ~-1 ITEM i MEETING DATE Mav 21. 1991 account with a non-taxable, high, guaranteed rate of interest. There are no limitations on the amount of pre-tax employee contributions. At retirement, the plan makes premium payments directly to the health plan selected by the retiree. Since the retiree never constructively receives the money, no taxes are payable in retirement. The retiring employee may select a city offered health plan, Blue Cross/Blue Shield, any health plan offered through the American Association of Retired Persons or any other health plan approved by JPEBA. This is a plan for career employees. The IRS has attached very strong forfeiture language to the plan which says that all pre-tax contributions are forfeited in the event of separation without retirement, death or disability. Employees may, however, move to another California public agency with a State authorized retirement system and leave their deposits until retirement from the other public agency. Under the terms and conditions of the Memoranda of Understanding with CVEA and IAFF, the City will pay the start up costs associated with this plan. The first year costs include a one time JPEBA membership fee of $500.00, and a Plan Administration fee of $500.00. The ongoing annual cost to the city is a $200.00 Plan Administration fee. Participating employees will pay the individual administration fee of $24.00 per year plus any contributions they elect to make. The attached Resolution authorizes the City to enter into the JPEBA agreement. Also attached and referenced in the Resolution are Attachment A, the JPEBA agreement/governing document and Attachment B, the JPEBA Medical Premium Retirement Benefit Plan. After the Council adopts the Resolution, staff will set up a series of employee orientation meetings for employees to learn more about the Plan. In addition, written material will be sent to all eligible employees. FISCAL IMPACT: The first year City costs are $1,000 and for each year thereafter $200.00. There are sufficient funds in this year's budget to pay these costs. tj,z RESOLUTION NO. ---1tll,f A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, AUTHORIZING THE CITY TO ENTER INTO AN AGREEMENT FOR THE JOINT EXERCISE OF POWERS WITH OTHER PUBLIC AGENCIES TO ESTABLISH, MANAGE, OPERATE, AND MAINTAIN EMPLOYEE BENEFIT PROGRAMS AS PROVIDED IN SAID AGREEMENT WHEREAS, California Government Code Sections 6500, et seq. 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 personnel 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 seq. provides that cities may establish, manage, operate ana 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 seq. permit a public agency to provide health and welfare benefits for the benefit of its officers, employees, and retired employees, and to contract wi th insurer s, heal th 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 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; and -1- -j'-3 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 benefit of this City to join other public agencies and operate a cooperative program of management benefi t funds. it is to the to establish for employee NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CHULA VISTA HEREBY RESOLVES AS FOLLOWS: Section 1. The City Council hereby approves and adopts that certain "Joint Exercise of Powers Agreement Creating the Joint Powers Employee Benefit Authority" (herein "Agreement") as attached hereto as Exhibit "A" and authorizes the Mayor to 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. Section 3. The City Manager is hereby authorized in accordance with the Agreement to act as Director and the City"s representa ti ve. The Ci ty Manager shall take all actions necessary on behalf of the City to carry out and implement the provisions of the Agreement. Presented by Approved as to form by // candy Boshell, Personnel 8868a Director of i:4 ATTACHMENT "A" JOINT EXERCISE OF POWERS AGREEMENT CREATING THE JOINT POWERS EMPLOYEE BENEFIT AUTHORITY OCTOBER 19, 1987 <1-5 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 10/19/87 TABLE OF CONTENTS DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1. 01 1. 02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 Agreement.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. Annual Meeting....................... Audi tor.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. Authority........................... . Benef i t Plan.................................................. Benef i ts.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. Board.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. Chief Administrative Officer......... Di rector.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. Executive Conunittee.................. Fiscal Agent.................................................. Fiscal year.................................................... Fund............................................................... .. Party or Member...................... Plan Document................................................ Plan Participant.......................................... Public Agency........................ PURPOSE.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. PARTIES TO AGREEMENT........................ CREATION OF JOINT POWERS EMPLOYEE BENEFIT AUTHORITy.................. TEFlIt OF AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . POWERS OF THE AUTHORITy..................... BOARD OF DIRECTORS.......................... 7.01 7.02 7.03 7.04 Establishment of Board and Designation of Directors............. Designation of Alternates............ Vote Allocation........................................... Organizational Meeting............... POWERS OF THE BOARD OF DIRECTORS........... 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 8.09 Approval of Operating Budget......... Review Fund Accountings.............. Power to Conduct Business............ Authority Procedures................. Annual Audit.................................... Establishment of Committee........... Development of Services.............. Employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . Residual Powers...................... (i) 1/"" Paqe 2 2 2 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 6 6 7 7 7 7 7 7 7 8 8 8 8 8 9 9 9 TABLE OF CONTENTS 9.00 10.00 11.00 12.00 10/19/87 MEETINGS OF THE BOARDS OF DIRECTORS......... 9.01 9.02 9.03 9.04 9.05 9.06 9.07 Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Minutes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 At tendance. . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Meeting Notices...................... 10 Meeting Agenda....................... 10 Conduct of Meeting................... 10 Paqe 9 EXECUTIVE COMMITTEE......................... 10 10.01 Establishment of Executive 10.02 10.03 10.04 10.05 10.06 Committee........................... . Authority........................... . Membership. . . . . . . . . . . . . . . . . . . . . . . . . . . Procedures of Executive Committee........................... . Term of Directors.................... Initial Terms and Expansion of Executive Committee............... 10 10 11 11 11 11 OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 11.01 Officers............................. 12 11.02 Elections............................ 13 11.03 Te rrn. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 11.04 Vacancies............................ 13 DUTIES OF EXECUTIVE DIRECTOR................ 14 12.01 12.02 12.03 12.04 12.05 12.06 12.07 12.08 General Duties of Executive Director................... Accounts and Management Reports...... Maintenance of Records............... Benefit Payments..................... Investigation of Claims.............. Preparation of Employee Benefits policies and Manual......... Annual Budget........................ Development of Programs.............. ( ii) ~-7 14 14 14 14 14 15 15 15 TABLE OF CONTENTS 13.00 14.00 15.00 16.00 17.00 18.00 10/19/87 FINANCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Paqe 13.01 13.02 13.03 Funds and Accounts................... Bond Requirement..................... Duties of Treasurer.................. 15 15 15 PROGRAM DEVELOPMENT AND FUND CONTRIBUTIONS.. 16 14.01 14 .02 14 .03 Program Development.................. Adoption and Administration of Plan Document..................... Contributions According to Plan Documents.................... 16 16 17 RESPONSIBILITIES OF MEMBERS................. 17 15.01 15.02 15.03 15.04 15.05 Service by Directors and Other Representatives............ Payment of Contribution.............. Books and Records.................... Information Concerning Employee Benefit Programs............ Cooperation and Assistance........... 17 17 17 17 18 CHANGE IN ORGANIZATION...................... 18 16.01 16.02 16.03 New Parties.......................... Withdrawal of a Member............... Cancellation of a Member............. 18 18 19 TERMINATION OF AGREEMENT.................... 20 17 .01 17.02 17 .03 Procedure to Terminate............... Distribution of Assets............... Dissolution......................... . 20 20 20 TORT LIABILITY AND INDEMNIFICATION.......... 21 18.01 18.02 18.03 18.04 Indemnification...................... Tort Liability....................... Insurance........................... . Privileges and Immunities............ (iii) t-g 21 21 22 22 TABLE OF CONTENTS 19.00 EXHIBITS: 10/19/87 Paqe MISCELLANEOUS............................... 22 19.01 19.02 19.03 19.04 19.05 19.06 19.07 19.08 Exhibit A Conflicts of Interest................ Books and Records.................... Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . Severability of Terms................ Reasonableness Standard.............. Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of Execution of Agreemen t. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 List of Public Agencies ( iv) ~"<7 22 22 23 23 23 23 23 JOINT EXERCISE OF POWERS AGREEMENT 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 et seq. provides that two or more public agreement jointly exercise any power contracting parties; and Sect ions 6500, agencies may by common to the WHEREAS, California Government Code Section 45000 provides that cities may establish a personnel system, which personnel 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 seq. provides that cities may establish, manage, operate and maintain employee benefit programs, including but not limited to retirement allowances, pensions, death benefits, disabili ty payments, and others, and prov ide for the investments, care and administration of retirement funds; and WHEREAS, California Government Code Sections 53201, et ~ 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- ~-I() 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 mutual benefit of the Parties hereto to establish and operate a cooperative program 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. and it is to join together of management the to for NOW, THEREFORE, for and in consideration of advantages, covenants and agreements contained Parties hereto agree as follows: the mu tual herein the ARTICLE 1.00 DEFINITIONS. Words beginning with lower wi th thei r common ordinary capitalized names and terms respective meanings: case letters meanings. shall have are The the being used following following 1.01 AQreement. "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 MeetinQ. "Annual Meeting" means the regular yearly meeting of the Board held in June in accordance with this 10/19/87 -2- -g,11 JOINT EXERCISE OF POWERS AGREEMENT 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 Authoritv. "Authority" means the Joint Powers Benefit Authority created by this Agreement sometimes be referred to as "JPEBA" or "EBA" as may be. Employee and may the case 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 benef iciary, according to the Benef i t 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- ~"'I2- 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 Aqent. "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 Partv or Member. "Party" or is a Party to Authority. "Member" means a Public Agency which this Agreement and Member of the 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 Aqencv. "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- g-/3 JOINT EXERCISE OF POWERS AGREEMENT manage, operate and maintain an employee as provided herein, and to become a Agreement. benefit system, Party to this 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 affect this Agreement or such Party 0 s 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. ~., 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- ~-/i 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, bu t 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 issue bonds, not ice and indebtedness; or obligations other evidence and of (d) To invest and manage funds; (e) To employ agents and employees; ( f ) To acquire, hold or dispose of property, contributions and property, funds, services and assistance from persons, firms, governmental entities; real or personal dona t ions of other forms of corporations and (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 carry out the terms Agreement, or otherwise necessary and proper to and provisions of this authorized by law. 10/19/87 -6- 3,/5 JOINT EXERCISE OF POWERS AGREEMENT ARTICLE 7.00 BOARD OF DIRECTORS. 7.01 Establishment Directors. of Board and Desionation of 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 Desionation 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 Meetino. 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 Approval of Operatino Budoet. At the Annual Meeting the Board shall review, modify if necessary, and approve the annual operating budget of the Author i ty, prepared by the Executive Di rector pursuant to Section 12.07. 10/19/87 -7- g-Ib JOINT EXERCISE OF POWERS AGREEMENT 8.02 Review Fund Accountinas. 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 Authoritv 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, pol icies, rules, regulations, and procedures may be amended by the Board from time to time. 8.05 Annual Audi t. 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 commi t tees shall conduct thei r 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- ~-/7 JOINT EXERCISE OF POWERS AGREEMENT 8.07 Development of Services. The Board shall have the authority programs, including employee benefit Members and to contract to provide Authority. to develop programs, services plans for for and the the 8.08 Emplovees. 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 Meetinas. 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 sea.). 9.02 Ouorum. 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 meetings of the Board. their alternates shall attend all If a Director or his or her alternate 10/19/87 -9- ~ ,18' 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 Meetinq 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 Meetinq Aqenda. An agenda of the meeting shall be prepared and posted pursuant to the Brown Act. 9.07 Conduct of Meetinq. Unless otherwise determined by the be conducted pursuant to the most "Robert's Rules of Order", Board, meetings shall current edition of 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 Authoritv. 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- <1-I? JOINT EXERCISE OF POWERS AGREEMENT Authori ty. 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 specif ically 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 Committee. Terms and Expansion of Executive (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- ~...ZO 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 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 absence or inability of the President to shall act in the President's capacity. the act (c) Treasurer. The elected officer who shall have those duties described in Article 13.00. (d) Di rector Members of Executive Commi t tee. Those Directors elected by the Members pursuant to Section 10.06. (e) Secretarv. 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- 8- z..1 JOINT EXERCISE OF POWERS AGREEMENT (e) Executive Director. The the Board to. perform administrative functions of described in Article 12.00. person appointed the execu ti ve the Authority, by and as (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- ~-22.. 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 Manaoement 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 Benefit Plan files records necessary to Director shall prepare and maintain for each Plan Participant and other the administration of this Agreement. 12.04 Benefit Payments. The Executive Director benefits in accordance with this Agreement. 12.05 Investioation of Claims. shall provide for payments of the pertinent Plan Document and The Executive Director shall determine when investigation of benefit claims is necessary and oversee such investigations. 10/19/87 -14- <l--2.3 JOINT EXERCISE OF POWERS AGREEMENT 12.06 Preparation of Emplovee 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 BudQet. 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 PrOQrams. 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 Authority and place it in the treasury of Treasurer to the credit of the Authority; the the 10/19/87 -15- ~-21f 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 held by him or her, all sums outstanding bonds and coupons of the Authority so payable on Authority; (d) Pay any other sums due from the Author ity 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 Proaram Development. The Board, through the Executive Director, shall develop empl<;>yee benef i t programs in the areas of ret i rement and pens10n, death, medical, health, disability, deferred compensation, insurance, group plans, and other programs and mechanisms for the provision thereof in response to the Members and thei r employees' needs. The employee benef i t 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- <1,25 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. 14.03 Contributions Accordinq 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 contr ibutions 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 bv 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 benef i t function wi thin 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 Concerninq Emplovee Benefit Proqrams. Each Member employee benefit shall provide information concerning program and take appropriate action the to 10/19/87 -17- <i...2' JOINT EXERCISE OF POWERS AGREEMENT encourage employee participation in the approved employee benefit program. 15.05 CooDeration 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 wi th 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 has been a fiscal year. this Agreement may withdraw until it Member for at least one (1) full 10/19/87 -18- ~..z 7 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 wfthdraw 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 wi thdrawal 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 liabili ties, cover ing the per iod the Publ ic 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 anyone 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- <t-Zg JOINT EXERCISE OF POWERS AGREEMENT shall on the effective date of the cancellation be treated the same as if the Public Agency had voluntarily wi thdrawn 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 anyone 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- <g..2- 9 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 indemnif ied by the Author i ty and held harmless 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 indemni ty 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 Liabilitv. 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 at torney I s fees, tha t 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- <6.,311 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 Privileqes 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 interested, in violation of any State law or regulation. 19.02 Books and Records. All books, records, accounts, and documents of the Authori ty 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 ~), 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- <g -3 , 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 Severabilitv 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 affected 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- <;"'32, JOINT EXERCISE OF POWERS AGREEMENT 19.08 Effect of Execution of Aqreement. 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- <i?--33 " JOINT EXERCISE OF POWERS AGREEMENT CI Donn Hall, Mayor Date ~/4t787 ATTEST: ~. f.f."JJ. ~7 ileen Phinney City Clerk APPROVE~-, A,S, TO ,~. //-'-- {( { . Thomas Wood, Esq. "- City Attorney iJ9du.~ ..' , g7-/o7 APPROVAL: ~"'~liU ~. /fig? AUTHORIZING RESOLUTION AND DATE OF Date ~/.lfj'7 " , AUTHORIZING RESOLUTION AND DATE OF APPROVAL: 87-167, November 23, 1987 , 5/276/011763-0001/004 10/19/87 -25- <i ~3'f FIRST ADDENDUM THIS FIRST ADDENDUM ("First Addendum") to that certain JOINT EXERCISE OF POWERS AGREEMENT CREATING THE JOINT POWERS EMPLOYEE BENEFIT AUTHORITY ("Agreement"), which Agreement became effective on December 1, 1987, provides for the expansion of the Joint Powers Employee Benefit Authority by the addition of the Coast Community College District ("Distr ict") . Pursuant to Section 16.01 of the Agreement, the governing body of the District has adopted a resolution requesting admission and agreeing to be bound by all terms and conditions of the Agreement. A true and correct copy of such resolution is attached hereto as Exhibit "A". The governing body has approved an agreement establishing the terms and conditions for admission. In becoming a Member, the District is hereby entitled to all rights and subject to all obligations of any other Member of the Authority. All terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, this Addendum has been executed by its duly authorized Party on the respective dates indicated below: COAST COMMUNITY COLLEGE DISTRICT ~ /~ /tiJ7P D te B d4#cell Or- ATTEST: ~~#U 't? M Name: District Secretary AUTHORIZING RESOLUTION AND DATE OF APPROVAL: IIJIfR.CII It" Ijff 4/12/88 -1- ~"35 SECOND ADDENDUM THIS SECOND ADDENDUM ("Second Addendum") to that certain JOINT EXERCISE OF POWERS AGREEMENT CREATING THE JOINT POWERS EMPLOYEE BENEFIT AUTHORITY ("Agreement"), which Agreement became effective on December 1, 1987, provides for the expansion of the Joint Powers Employee Benefit Authority by the addition of the HUNTINGTON BEACH UNION HIGH SCHOOL DISTRICT ("District"). Pursuant to Section 16.01 of the Agreement, the governing body of the District has adopted a resolution requesting admission and agreeing to be bound by all terms and conditions of the Agreement. A true and correct copy of such resolution is attached hereto as Exhibit "A". The governing body has approved an agreement establishing the terms and conditions for admission. In becoming a Member, the District is hereby entitled to all rights and subject to all obligations of any other Member of the Authority. All terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, this Addendum has been executed by its duly authorized Party on the respective dates indicated below: HUNTINGTON BEACH UNION HIGH SCHOOL DISTRICT 5-.;:)~-~'l Date By: ...<a~ -~~~ Lawrence Kemper, E .D. Superintendent ATTEST: ~a5fd~ Charmayn Bohman Clerk of the Board of Trustees AUTHORIZING RESOLUTION NO. 37 DATE OF APPROVAL: APRIL 11, 1989 5/5/89 -1- "3~ THIRD ADDENDUM THIS THIRD ADDENDUM ("Third Addendum") to that certain JOINT EXERCISE OF POWERS AGREEMENT CREATING THE JOINT POWERS EMPLOYEE BENEFIT AUTHORITY ("Agreement"), which Agreement became effective on December 1, 1987, provides for the expansion of the Joint Powers Employee Benefit Authority by the addition of the CITY OF SOUTH GATE ("City"). Pursuant to section 16.01 of the Agreement, the governing body of the city has adopted a resolution requesting admission and agreeing to be bound by all terms and conditions of the Agreement. A true and correct copy of such resolution is attached hereto as Exhibit "A". The governing body has approved an agreement establ iShing the terms and conditions for admission. In becoming a Member, the City is hereby entitled to all rights and subject to all obligations of any other Member of the Authority. All terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, this Addendum has been executed by its duly authorized Party on the respective dates indicated below: CITY OF SOUTH GATE ..- ." - , By: Date Mr. Bruce sprag Chief Administr ATTEST: .._"~ _.." ,'. ,<. ':- _' .c.. Name:" Mr. Gary Bacock Title: Assistant to the Chief Administrative Officer AUTHORIZING RESOLUTION NO. 4789 DATE OF APPROVAL: AUGUST 15, 1989 9/18/89 -1- 1-37 FOURTH ADDENDUM THIS FOURTH ADDENDUM ("Fourth Addendum") to that certain JOINT EXERCISE OF POWERS AGREEMENT CREATING THE JOINT POWERS EMPLOYEE BENEFIT AUTHORITY ("Agreement"), which Agreement became effective on December 1, 1987, provides for the expansion of the Joint Powers Employee Benefit Authority by the addition of the CITY OF VALLEJO ("City"). Pursuant to Section 16.01 of the Agreement, the governing body of the City has adopted a resolution requesting admission and agreeing to be bound by all terms and conditions of the Agreement. A true and correct copy of such resolution is attached hereto as Exhibit "A". The governing body has approved an agreement establishing the terms and conditions for admission. In becoming a Member, the City is hereby entitled to all rights and subject to all obligations of any other Member of the Authority. All terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, this Addendum has been executed by its duly authorized Party on the respective dates indicated below: " .- , Date ..../ .....1 I CITY ;:;: VALLEJ~, / By: &WW' jf !t/~ Mr. Edward WOhlenber~---- City Manager ATTEST: ., , . j'u'/:._^- Nam~ Title: [' ), f'"___ :.. \, 7-r-, , .' ~'b..L.l-l. "---- AUTHORIZING RESOLUTION NO. 89-409 N.C. DATE OF APPROVAL: JULY 18, 1989 9/18/89 -1- "O"3f FIFTH ADDENDUM THIS FIFTH ADDENDUM ("Fifth Addendum") to that certain JOINT EXERCISE OF POWERS AGREEMENT CREATING THE JOINT POWERS EMPLOYEE BENEFIT AUTHORITY ("Agreement"), which Agreement became effective on December 1, 1987, provides for the expansion of the Joint Powers Employee Benefit Authority by the addition of the LEUCADIA COUNTY WATER DISTRICT ("District"). Pursuant to Section 16.01 of the Agreement, the governing body of the District has adopted a resolution requesting admission and agreeing to be bound by all terms and conditions of the Agreement. A true and correct copy of such resolution is attached hereto as Exhibit "A". The governing body has approved an agreement establ ishing the terms and conditions for admission. In becoming a Member, the District is hereby entitled to all rights and subject to all obligations of any other Member of the Authority. All terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, this Addendum has been executed by its duly authorized Party on the respective dates indicated below: LEUCADIA COUNTY WATER DISTRICT /;;;/Jp'i By: ~---L M Joan Geiselhart M nager Date ATTEST: ~<A'" ~ cl.~CwL! me : 60 n n i e L. Sa v ill Title: Executive Secretary AUTHORIZING RESOLUTION NO. 986 DATE OF APPROVAL: SEPTEMBER 13, 1989 9/18/89 -1- 8'3' ATTACHMENT "B" JOIN!' PCWERS EMPLOYEE BENEFIT lIUIHORlTI MEDICAL PREMIUM RETIREMENT BENEFIT PlAN 6/01/8R <i4fJ TABLE OF can'ENl'S SECI'ICIiI 1 2 3 4 5 6 7 8 9 TITlE PURPCSE . DEFINITICIiIS . . ELIGIBILITY AND ~ICI~TION . . . . . . . . . . . . . . . . . . . . . . . FUNDING TIlE PIAN: VESTING NCIiI-ALIENATION OF BENEFITS CIWl;ES IN TIlE PlAN BENEFITS . . . . AIMINISTRATICIiI MISCEUANroUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1...'1-1 . . . . . . . . . . . . . . . PAGE 1 1 3 3 5 5 5 6 7 . . . . JOIm' FO'VERS EMPLOYEE BENEFIT AUTHORITI MEDICAL PREMHM RETIREMENT BENEFIT PIAN SocrION 1. PURPOSE WHEREAS, the Member Agencies of the Joint IUwers Empl~ee Benefit Authority desire to prcmote the retention and IIPra1e of enp1oyees; and WHEREAS, it is the Member Agencies' belief that one desirable nethod for achieving the foregoing objective is to assist employees in providing both pre-retirement and post-retirement medical COIIerage premiun costs for thanse1ves and their dependents. THEREFORE, by action of the Joint FOWers Empl~ee Benefit Authority this medical premium retirement plan is hereby adopted effective June 1, 1988. SECI'ION 2. DEFINITIONS When used herein, the follc:wing terms shall have the follc:wing neaning unless the oontent clearly indicates otherwise: 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 Accamt - means the accamt established for credi ting Member Agency Contriwtions, participant Contriwtions, and earnings or losses allocated to a Participant's account. Authori ty - means the Joint PO'oIers Employee Benef i t Authority. Code - means the Internal Reveme Code of 1986. Dependent - neans a Participant's natural or adopted child under age 18 and dependent upon the Particpant for support and rrainten- ance. Upon attaining age 18 such child ceases to be a dependent for purposes of entitlement to receive arrj benefit provided under Section 4 of this Plan. Disability - means a physical or rrental inability to perfoIlll woIl<. resulting fran injury or disease, which is expected to be permanent and which entitles the Participant to a disability benefit under the Member Agency's Retirement Plan and/or the Member Agency's long teon disability plan. Effective Date - means the date specified in the Member Agency's Subscription Agreenent. ~loyee - means: i) persons enp1~ed by a Member Agency on a u 1-tirre basis; and ii) a participant in the ~iember Agency's Retirement plan. Medical Premium - neans the crnount remitted to a health care provider to provide rredical coverage on behalf of a Participant. '1 'If z.. 2.9 Member Agency - means those goverrment agencies which have agreed to participate in the Joint Powers Employee Benefit Authority. 2.10 Member Agency Contritution - means those IlOnies paid into the Plan by a /Iember Agency. 2.11 ~lember Agency Subscription Agreement - means the agreement between the Manber Agency and the Authority pursuant to which the Member Agency adopts this Plan. 2.12 participant - means an Employee who satisfies the eligibility requirements of Section 3 and elects to participate in the Plan. 2.13 participant ContribJtion - means those IlOnies paid into the Plan by a participant. For purposes of this Plan, a contritution to the Plan pursuant to a salary deferral agreement is considered a Participant contritution. 2.14 Plan - means this Joint 'E\:lWers Employee Benefit Authority Medical Preni\.ll\ Retirement Benefit Plan. 2.15 Plan Actninistrator - means the Employin;j Member Agency or its designee as provided in Section 8. 2.16 plan Year - means the twelve IlOnth period beinnin;j on July 1 of each year. 2.17 Retirement - means the cessation of EmPloyment wi th a l1ember Agency because of retirement under the /.,anber Agency's Retirerrent plan. 2.18 Retirement plan - means the Retirement plan for a participatin;j Member Agency. 2.19 SpOJse - means the lawful wife or husband of a participant on the date the Participant retires, becorres disabled or dies. SECI'ION 3. ELIGIBILITY AND PARrICIPATION 3.1 Eligibility. cnly those Employees EmPloyed on or after the Effective Date by a Ilember Agency, and meeting the minimum age and eligibility requirements specified in the Member Agency Subscription Agreement are eligible to beccrne Participants in the Plan. An Employee who retired or separated fran employment prior to the Effective Date shall not be entitled to participate in this plan unless the Employee is rehired and then becorres eligible for partici- pation hereunder. 3.2 Participation. An Employee nay elect to becare a participant in the plan as of the first day of any pay period which camrences after the waiting period specified in the Member Agency Subscription Agreement. - 2~.AfJ 3.3 Termination of participation. Except in the event of a Partici- pant's retirement, death or disability as provided in Sections 4.1 and 4.2 below, a Participant shall cease to be a Participant on the day after he teDminates employment with a Manber 1>qency, or fails to nake any contribJtion due under Section 5. SECTICN 4. BENEFITS Medical Prani\.lll benefits are payable under this plan ooly in the following circumstances. 4.1 Retiranent. O:nmencing on the date of Retirement, a S\.lll equiva- lent to the premium charged for coverage shall be paid on behalf of participant retiring on or after October 1, 1988 under the Member Agency's Retirement plan to one of the following health coverage providers. i) Arri M3mber Agency provided health plan; ii) Blue CrossjBlue Shield; iii) Arri plan available through the American Association of Retired Persons; or iv) Arri plan approved l:7j the Joint FOwers Eirpl~ee Benefit Authori ty. Such S\.lll shall be paid for the life of the Participant, and then to his Spouse and/or Dependents, until the value of participant's Account balance is exhausted. 4.2 Disability and Death. If a Participant terminates participation prior to retirement because of disability or death, canrrencing on the date of disability or death, the benefit described above will be paid to one of the listed health coverage providers on behalf of the Participant (or his Spouse and/or Dependents in the event of the Participant's death) until the participant's account balance is exhausted. 4.3 Termination of partici~ation. If the fOIller Participant is employed by another /.lanber 1>qency withln 180 days after termination of his participation, he nay elect to have his Participant ContribJtions and earnings thereon credited to a new Plan Account established to reflect his participation through this other Member 1>qency. At the sole discretion of the Member Agency, the Participant ContribJtions and earnings thereon nay be returned to the Parti- cipant upon termination of participation if he fails to rrake such election, or is not so employed by another Manber At:Jency within 180 days. Should a forrrer participant be reerrployed l:7j a Member Agency more than 180 days after he teonin- ated employment with a Manber 1>qency, he shall only be eligible to participate as a new employee. 4.4 Source of Benefit Payments. All payments to provide benefits shall be made first fran Participant ContribJtions and earnings thereon, then fran M3mber At:Jency ContribJtions and earnings thereon. - 3 -<i-V' 4.5 cial Rule for Pent of Undistributed Partici ant Contribu- t~ons and FarnlJ'lgs Thereon. I a the Partlclpant Contrlbu- tions and earnings thereon have not been paid fran the Participant's Accamt at the time when there is no longer any person entitled to receive (or to continue to receive) the benefit provided under this Plan, such remaining funds will be distributed, in the foUCMing order of priority, to: i) the estate of the Participant, in the event the Participant, at the tine of death, was not survived by a Spalse or Dependents~ ii) the estate of the Participant's Spalse, in the event such Spouse survived the participant, bJt at the tine of his or her death, is not survived by any Dependents of the partici- pant~ or iii) the Dependents of the Participant (or the estate of any deceased Dependent!, on the principle of representation. At the time there is no longer any person entitled to receive (or continue to receive) the benefit provided under this Plan, any undistribJted Member Agency ContribJtions and earnings thereon in the participant's Accamt and any Participant's Contributions and earnings thereon will be forfeited. 4.6 Forfeitures. Nrj ~lember Agency's ContribJtions and earnings thereon or participant's ContribJtions and earnings thereon which are forfeited under this Section 4 will be applied to reduce such Member Agency's future funding obligation under Section 5. SECTlOO 5. FUNDING tHE FrAN All Participants are required to contribJte to this Plan. The cmount of a Participant's Contribution shall be specified in the participant's deferral agreerrent. ContribJtions may also be made by the Member Agency to the Plan. participant Contributions and earnings or losses thereon and any Member Agency ContribJtion and earnings or losses thereon shall be separately accx:unted for by the Manber Agency pursuant to the requirenents of Section 8.1 hereof and treated as a Participant Contribution for purposes of Sections 4.1 nd 4.2 hereof. The amount of both Participant Contributions and Manber Agency ContribJtions may be swsequently adjusted throogh the collective bargaining process. All ContribJ- tions and earnings thereon shall remain an asset of the Manber Agency at all times. SECTIOO 6. NCN-ALIENATICN OF BENEFITS No benefit payable under the provisions of the plan shall be subject in any manner to anticipation, alienation, sale, transfer, ass ignment, pledge, enOJrnbrance or charge, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, enCllllber, or charge shall be void: nor shall such benefit be in any manner liable for or subject to the debts, contracts, liabilities, engage- ments, or torts of, or claims against, any Participant, Dependent, or Beneficiary, - 4745 including claims of creditors, or a~ like or unlike claims. Any funds credited to the plan shall continue for all purposes to be a part of the general funds of the Member Agency, and no person other than the t\ember Agency and Joint IU./ers Elnployee Benefit Authority, by virtue of the provisions of this Plan, shall have a~ interest in such funds. To the extent that ~ person acxauires a right to receive benefits under this Plan, such rights shall be no greater than the right of a~ unseOJred or general creditor of the t\ember Agency. SECI'IOO 7. c:!Wl;ES IN 1HE PLAN 7.1 Jlmenanent, Modification and Tennination of the Plan. '!he Member Agencies and the Joint PaoIers Employee Benefit Authority expects the Plan to be pennanent, but since future conditions affectin;j the Plan cannot be anticipated or foreseen, the Manber Agencies and the Joint PaoIers Employee Benefit Authority reserve the right to anand, modify or tenninate the plan at any time. '!he Joint PaoIers Employee Benefit Authority may adept an anendrrent, modification, or termi- nation of the plan as provided by the Joint Exercise of IU.lers Agreanent. It is the intent of the Joint PaoIers Employee Benefit Authority and its Member Agencies that the plan assets shall not at any time be used for, or diverted to, purposes other than for the exclusive benefit of participants or their Beneficiaries, and consequently no anananent, modification, or tennination of the plan shall divest any person of his interest herein, except as may be otherwise required by the law or other governnental authority. 7.2 Distrib.1tions on Tennination. In the event of tenni nation of the Plan, the assets of Plan which remain after all expenses associated with such tennination have been paid will be allocated anon;j, and distrib.1ted to, the participants at such tine and in the fonn as determined by the tianber Agencies and the Joint RJwers Employee Benefit Authority. SECTIOO 8. ADMINISTRATIOO 8.1 Administration. The Member Agencies shall administer the plan and shall have the authority to excerise the pa.ers and discretion conferred upon than by the plan and shall have such other powers and authorities necessary or prcper for the administration of the Plan as shall be determined fran time to time. '!he Member Agencies shall keep carplete records and accamts as necessary or prcper to administer the Plan and shall render such staterrents to the Joint FCwers Employee Benefit Authority as may be requested. The Manber Agencies shall maintain accounts and records with respect to the Participants and the benefits provided under the Plan. Each Participant agrees to provide at such times and in such manner as may be requested by the t1anber Agencies, such information as may be necessary for each Member Agency to prepare ~ reports required by the Internal Revenue service, the Department of Labor or a~ other governrrental agency. The Member Agencies may adept such rules and procedlres for the admin- istration of the plan as they shall consider advisable and shall have full p<Yo2r and authority to enforce, coostrue, interpret and administer the Plan. '!he tianber Agencies may adept such rules and procedures for the conduct of b.1siness as they deem advisable and nay employ such agents, attorneys, accamtants, investment advisors or other persons s in their epinion may be desirable for the administration of the Plan, and my pay a~ such person reasonable carpensation. - 5 '3-4, The t~ember Agencies may delegate to anj agent, attorney, accomtant or other person selected by than, any power or duty vested in, imposed upon, or granted to than I:!i the plan, where such delegation is not inconsistent with the law. 8.2 Investnent Po'Ner of Member Agency. The Member Agencies shall have all those posers, duties and obligations conferred or imposed I:!i the law upon a fiduciary regarding management and investment of plan assets. B.3 ~al fran Denial of Claims. If any claim for benefits under the plan is whol y or partially denied, the claimant shall be given notice in writing of such denial within 90 days after receipt of the claim (or if special circumstances require an extension of time, written notice of the extension shall be furnished to the claimant and an addi tional 90 days will be considered reasonable l. '!he denial shall set forth the following infornation: (al The specific reason or reasons for such denial: (bl Soecific reference to pertinent Plan provisions on which the denial is based: and (cl A description of any additional naterial or infonnation necessary for the clainant to perfect the claim. 8.4 Notification of EmplC7{ees. '!he Member Agencies shall canmunicate in writing to all eligible Employees the terms and conditions of the Plan. Any notice, accamting or other canmunication which a Member Agency may give the participant shall be deemed given when mailed to the participant at the latest address which has been furnished to the Member Agency. Any notice or other canmunication which the Participant may give to the Member Agency shall not becane effective until actual receipt of said notice I:!i the ~lernber Agency. 8.5 Rights Against the Joint Po'Ners Emplo/ee Benefit Authority and/or Member Agencies. Neither the establlstment of the Plan, nor anj rrodification thereof, nor any distribJtions hereunder, shall be construed as giving to any Participant, or anj person whansoever, any legal or e::.Iuitable rights against the Joint Po'Ners EmplC7{ee Benefi t Authority, Manber Agency, any director, or officer, aTPl~ee or agent of either, or as giving anj person the right to be retained in the empl~ of any Member Agency. SECI'ICN 9. MISCELLANEOUS 9.1 Incanpetency. In the event a guardian, conservator or other person legally vested with the care of any person receivin;J or claimin;J benefits under the plan shall be aWOinted ~ a caJrt of canpetent juris1iction, payments shall be made as directed and consistent with Section 4, providing that prcper proof of appointment is furnished in a foon and nanner acceptable to the Member Agency. To the extent permitted by law, any such payrrent so made shall be a ccmplete discharge of anj liability therefor under the plan. 9.2 Il~ality of Particular Provision. The illegality of any partic- ular provision of 1S plan shall not affect the other provisions, but the plan shall be construed in all respects as if such invalid provision 'lllere omitted. - 6 "S."cf1 9.3 Applicable Law. This Agreanent shall be construed, administered and enforced according to the laws of the State of California and any applicable federal law. 9.4 Pronams. W1enever used in this Agreanent, the rrasOJline pronam is to be deerred to include the feminine. the singular fom, 'Nhenever used herein, shall rrean or include the plural fom where applicable, and vice versa. 9.5 Annual Statement of Asset, Valuation. The Manber Agency shall prepare for the Participants and the Joint :EUwers EmpIC1fee Benefit Authority an annual statanent of Plan assets, including the fair I1Brket value of all Plan assets, as of JUne 30 of each plan Year. 9.6 Inco Reference of Manber A en Subscri tion ree- rrents. 'lbe terns and proVlslOns 0 each Manber Agency Subscnptlon Agreerrent are hereby made a part of this Plan de>amlent. - 7~_tf$