HomeMy WebLinkAboutItem 4.6 - 1746 Adoption of Resolution for the Creation of
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STAFF REPORT
CITY COUNCIL
DATE: December 19, 2017
TO: Honorable Mayor and City Councilmembers
FROM:
Christopher L. Foss, City Manager
SUBJECT:
Pooled Liability Assurance Network Joint Powers Authority (PLAN JPA)
Prepared by: Julie Carter, Human Resources Director
EXECUTIVE SUMMARY:
The City Council will consider authorizing the City to continue participation in the Pooled
Liability Assurance Network Joint Powers Authority (PLAN JPA).
STAFF RECOMMENDATION:
Adopt the Resolution Approving and Authorizing the Execution of the Pooled Liability
Assurance network (PLAN) Joint Exercise of Powers Agreement .
FINANCIAL IMPACT:
There would be no direct fiscal impact on Dublin related to the change to a new JPA.
Dublin would derive savings from the reduction in ABAG PLAN administrative costs
over time. The City Council action acknowledges that the City of Dublin wishes to
continue participating in the PLAN JPA to obtain coverage and risk management
services going forward.
DESCRIPTION:
The Association of Bay Area Governments Pooled Liability Assurance Network (ABAG
PLAN) was established in 1986 as a non-profit corporation in order to establish a stable,
cost-effective self-insurance, risk sharing and risk management program option for
ABAG members. The City of Dublin has participated in the ABAG PLAN for over 30
years, as a founding PLAN member, in order to obtain coverage and risk management
services related to liability, property, automobile physical damage and other ancillary
lines of coverage.
As a result of the merger of ABAG and Metropolitan Transportation Commission
(MTC), ABAG PLAN is now administered by the Metropolitan Transportation
Commission (MTC). Over the course of the last year, the Board of Directors of ABAG
PLAN has been exploring various options to disengage from MTC. The Board of
Directors of ABAG PLAN conducted an RFP during the past fiscal year which indicates
significant savings to pool members as a result of contracting pool administration
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services through another source. An independent consultant study revealed a savings
in pool administrative costs of approximately $3 million over the next five (5) years for
participating member agencies. ABAG PLAN Board of Directors voted unanimously at
their annual board meeting in June to contract with Bickmore Risk Services. A
transition plan has been developed by ABAG PLAN and Bickmore to transfer pool
administrative services to the new pool administrator.
In order to complete the transition of pool administrative services from ABAG/MTC and
achieve the significant savings in administrative cost to the existing program, both
ABAG General Counsel and PLAN Counsel have recommended a separate Joint
Powers Authority (JPA) be formed to exclusively manage the existing and future risk
management and coverage needs of the members. The new JPA is required to act as
fiscal agent and manage the transfer of all of the current assets and liabilities from the
ABAG PLAN non-profit corporation to the new PLAN JPA. The new PLAN JPA will no
longer be directly affiliated with MTC but will continue to provide a stable, cost -effective
self-insurance, risk sharing and risk management program for the member participants.
This separate JPA model would align Dublin and other PLAN JPA members with
pooling industry best practices, allow for program continuity and provide for a seamless
transition to the new JPA post ABAG merger with MTC.
By adopting the attached Resolution, Dublin agrees to conditionally participate in the
newly established PLAN JPA. Once all current ABAG PLAN members have approved
and signed their respective resolutions, The PLAN JPA will officially be formed and all
assets and liabilities will be transferred from the prior ABAG PLAN to the new PLAN
JPA.
There is a potential adverse outcome in not signing the attached Resolution. Any delay
in joining the JPA could jeopardize Dublin’s participation in the PLAN program and
would have an adverse impact on the PLAN members as it pertains to program costs. It
would also be problematic for Dublin in terms of finding an alternative solution for
insurance and risk management services.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
A copy of the Staff Report has been provided to Rob Kramer, Pre sident, Program
Administration.
ATTACHMENTS:
1. Resolution Approving and Authorizing the Execution of the Pooled Liability
Assurance Network [Plan] Joint Exercise of Powers Agreement
2. Exhibit A to Resolution Approving and Authorizing the Execution of the Pooled
Liability Assurance Network [Plan] Joint Exercise of Powers Agreement
ATTACHMENT 1
RESOLUTION NO. XX-17
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * * * * * * * * * * *
APPROVING AND AUTHORIZING THE EXECUTION OF THE POOLED LIABILITY
ASSURANCE NETWORK [PLAN] JOINT EXERCISE OF POWERS AGREEMENT
WHEREAS, the City of Dublin is a member of PLAN corporation, a California
non-profit corporation (“PLAN Corporation”) comprised of twenty-eight member
agencies pooling their property and liability risk in conjunction with the Association of
Bay Area Governments (“ABAG”) Joint Exercise of Powers Authority (“JPA”),
established pursuant to California Government Code §6500 et seq., and
WHEREAS, in 1986 ABAG and PLAN Corporation entered into an Agency
Agreement which irrevocably assigned the risk management duties an d obligations of
ABAG to PLAN Corporation.
WHEREAS, the Member Agencies of PLAN Corporation have entered into a Risk
Coverage Agreement with each other and ABAG to provide for pooled liability services
through PLAN Corporation, and
WHEREAS, a JPA is required to act as fiscal agent and manage the transfer and
assignment of all of the current assets and liabilities from PLAN Corporation to the new
PLAN JPA, and
WHEREAS, the Members of PLAN Corporation seek to separate from the
current model of service involving the necessity of the Agency Agreement and use of
the ABAG JPA to the new risk management focused PLAN JPA that would provide
pooled risk coverage for its member agencies, with preference for the exis ting members
of PLAN, under a new risk coverage agreement within the PLAN JPA, and
WHEREAS, as part of the transition the Bickmore Contract with PLAN
Corporation will be assigned to the PLAN JPA, so that these services can continue in a
seamless manner, and
NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby
authorize the City Manager to execute the Pooled Liability Assurance Network (PLAN)
Joint Exercise of Powers Agreement, pursuant to California Government Code §6500 et
seq., including the powers delegated therein, conditioned on the transfer of the assets
of PLAN to the PLAN JPA, in substantially the form attached to this Resolution as
Exhibit A.
NOW, THEREFORE, BE IT FURTHER RESOLVED, that the CITY’s PLAN
Corporation representative is authorized to approve of the assignment of as sets from
ATTACHMENT 1
PLAN Corporation to the JPA, and to approve the assignment of risk management
services from PLAN Corporation to PLAN JPA.
PASSED, APPROVED AND ADOPTED as a Resolution of the City Council of
the City of Dublin at the regular meeting held on the 19th day of December 2017, by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
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JOINT POWERS AGREEMENT
CREATING THE
POOLED LIABILITY ASSURANCE NETWORK [PLAN] JOINT POWERS AUTHORITY
adopted December 19, 2017
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JOINT POWERS AGREEMENT
TABLE OF CONTENTS
ARTICLE I CREATION OF THE POOLED LIABILITY ASSURANCE
NETWORK [PLAN] JOINT POWERS AUTHORITY
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ARTICLE II PURPOSES 5
ARTICLE III DEFINITIONS 6
ARTICLE IV PARTIES TO AGREEMENT 6
ARTICLE V TERM OF AGREEMENT 6
ARTICLE VI POWERS OF THE AUTHORITY 6
ARTICLE VII MEMBERSHIP 7
ARTICLE VIII MEMBER ENTITY RESPONSIBILITIES 8
ARTICLE IX POWERS RESERVED TO THE MEMBERSHIP 8
ARTICLE X BOARD OF DIRECTORS 9
ARTICLE XI POWERS RESERVED TO THE BOARD 9
ARTICLE XII COMMITTEES 9
ARTICLE XIII BOARD AND COMMITTEE MEETINGS 9
ARTICLE XIV OFFICERS AND EMPLOYEES 10
ARTICLE XV ANNUAL AUDITS AND AUDIT REPORTS 10
ARTICLE XVI INDEMNIFICATION OF DIRECTORS, OFFICERS,
AND EMPLOYEES
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ARTICLE XVII SELF INDEMNIFICATION AMONG THE MEMBER
ENTITIES
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ARTICLE XVIII NEW MEMBERS 11
ARTICLE XIX WITHDRAWAL 12
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ARTICLE XX EXPULSION 12
ARTICLE XX I TERMINATION AND DISTRIBUTION 12
ARTICLE XXII NOTICES 13
ARTICLE XXIII BINDING EFFECT OF BYLAWS AND OTHER
GOVERNING DOCUMENTS
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ARTICLE XXIV ENFORCEMENT 13
ARTICLE XXV PROHIBITION AGAINST ASSIGNMENT 13
ARTICLE XXVI AMENDMENTS 13
ARTICLE XXVII SEVERABILITY 14
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POOLED LIABILITY ASSURANCE NETWORK [PLAN] JOINT POWERS
AUTHORITY
JOINT POWERS AGREEMENT
This Agreement is made by and among the public entities listed in Appendix A (“Member
Entities”), all of which are public entities organized and operating under the laws of the State of
California and each of which is a local public entity as defined in California Government Code
Section 989, as it may be amended from time to time.
RECITALS
I. The following state laws, among others, authorize the Member Entities to enter into the
Pooled Liability Assurance Network Joint Powers Authority [PLAN] Joint Powers
Agreement (“Agreement”):
1. Labor Code Section 3700 allowing a local public entity to fund its own workers’
compensation claims;
2. Government Code Sections 989 and 990 permitting a local public entity to insure
itself against liability and other losses;
3. Government Code Section 990.4 permitting a local public entity to provide insurance
and self-insurance in any desired combination;
4. Government Code Section 990.8 permitting two or more local public entities to enter
into an agreement to jointly fund such expenditures under the authority of
Government Code Sections 6500-6515; and
5. Government Code Sections 6500-6515 permitting two or more local public entities to
jointly exercise under an agreement any power which is common to each of them.
II. The governing board of each Member Entity has determined that it is in the Member Entity’s
best interest and in the public interest that this Agreement be executed and that it shall
participate as a member of the public entity created by this Agreement.
Now, therefore, the Member Entities, by, between, and among themselves, in consideration
of the mutual benefits, promises, and agreements set forth below, hereby agree as follows:
ARTICLE I
CREATION OF THE “POOLED LIABILITY ASSURANCE NETWORK [PLAN] JOINT
POWERS AUTHORITY”
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Pursuant to Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of
California (commencing with Section 6500), the Member Entities create a public agency, separate
and apart from the Member Entities, to be known as the “Pooled Liability Assurance Network
[PLAN] Joint Powers Authority” (the “Authority”). Pursuant to Government Code Section 6508.1,
the debts, liabilities, and obligations of this Authority shall not constitute debts, liabilities, or
obligations of the Member Entities.
ARTICLE II
PURPOSES
This Agreement is entered into by Member Entities under California Government Code
Sections 990, 990.4, 990.8, and 6500, et. seq. and Labor Code Section 3700 in order to do one or
more of the following:
1. Develop effective risk management programs to reduce the amount and frequency of
losses;
2. Share the risk of self-insured losses;
3. Jointly purchase insurance either with or without any self-insured portion underlying
the insurance, and administrative and other services including, but not limited to
claims adjusting, data processing, risk management, loss prevention, accounting
services, actuarial services, and legal services in connection with the Programs;
4. Provide administrative and other services including, but not limited to, claims
adjusting, data processing, risk management, loss prevention, treasury, investment
management, accounting services, audit, actuarial services, and legal services in
connection with the various programs;
5. Assume the assets, liabilities and obligations of the ABAG PLAN CORPORATION
(a California non-profit corporation), also known as Association of Bay Area
Governments Pooled Liability Assurance Network on the basis of each Member
Entity’s responsibilities under those previously binding documents, including the
Memorandum of Coverage, and Risk Coverage Agreement, as amended to reflect the
formation of this JPA and its policies and procedures; and
These purposes shall be accomplished through the exercise of the powers of the Member
Entities jointly in the creation and operation of the Authority.
It is also the purpose of this Agreement to provide, to the extent permitted by law, procedures
for the addition, at subsequent date, of public entities to become parties to this Agreement and
members of the Authority, subject to Article XVIII, and to provide for the removal of Member
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Entities for cause or upon request, subject to Articles XIX and XX.
ARTICLE III
DEFINITIONS
In this Agreement unless the context otherwise requires:
1. Board or Board of Directors is the governing body of the Authority constituted as
set forth in Article X of this Agreement;
2. Governing Documents include this Agreement, the Bylaws of the Authority, and
any other document identified as a Governing Document in the Bylaws.
3. Member Entity includes each public agency which is a party to this Agreement.
4. Program is the specific method used to provide coverage for a risk, scope, type, or
area of insurance services, including, without limitation, the funding of loss reserves,
where applicable, as prescribed in a Governing Document for a specific type of
coverage, and may encompass such specific areas as general liability (including
errors and omissions), property, automobile, workers’ compensation, or employee
benefits.
ARTICLE IV
PARTIES TO THE AGREEMENT
Each Member Entity certifies that it intends to and does contract with every other Member
Entity who is a signatory to this Agreement and, in addition, with such other Member Entity as may
later be added as a Member Entity under Article XVIII. Each Member Entity also certifies that the
deletion of any Member Entity from this Agreement does not affect this Agreement nor each
Member Entity’s intent to contract with the Member Entities then remaining.
ARTICLE V
TERM OF AGREEMENT
This Agreement will become effective as of January 1, 2018 and continues in full force until
terminated in accordance with Article XXI.
ARTICLE VI
POWERS OF THE AUTHORITY
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The Authority, through its Board of Directors, is authorized, in its own name, to do all acts
necessary to fulfill the purposes of this Agreement referred to in Article II including, but not limited
to, each of the following:
1. Make and enter into contracts, including but not limited to revision to the Risk
Coverage Agreement and Memorandum of Coverage;
2. Incur debts, liabilities, and obligations; but no debt, liability, or obligation of the
Authority is a debt, liability, or obligation of a Member Entity;
3. Acquire, hold, or dispose of real and personal property;
4. Receive contributions and donations of property, funds, services, and other forms of
assistance from any source;
5. Sue and be sued in its own name;
6. Employ agents and employees;
7. Acquire, construct, manage, and maintain buildings;
8. Lease real or personal property, including that of a Member Entity;
9. Receive, collect, invest, and disburse monies;
10. Issue revenue bonds or other forms of indebtedness, as provided under Government
Code Sections 6500, et. seq.; and
11. Carry out other duties as required to accomplish other responsibilities as set forth in
this Agreement.
12. Hire attorneys, accountants, auditors and other professionals.
These powers shall be exercised in the manner provided by applicable law and as expressly
set forth in this Agreement.
ARTICLE VII
MEMBERSHIP
Membership shall be restricted to public agencies located within the State of California as set
forth in the Bylaws.
Upon a Member Entity organization or re-organization, including dissolution, merger, or
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consolidation, which results in extinguishment or dissolution of the legal existence of a Member
Entity, the rights, obligations, and liabilities of such Member Entity under this Agreement, the
Bylaws, or other Governing Documents or resolutions of the Board shall be the rights, obligations,
and liabilities of the successor public entity.
ARTICLE VIII
MEMBER ENTITY RESPONSIBILITIES
Each Member Entity has the obligations and responsibilities set forth in the Governing
Documents as defined in the Bylaws and any resolution of the Board of Directors. Such
responsibilities and obligations may include, but are not limited to, the following:
1. Cooperate with the Authority in determining the cause of losses and in the settlement
of claims;
2. Pay all premiums, assessments, penalties, interest, and other charges promptly to the
Authority when due;
3. Provide the Authority with statistical and loss experience, data, and other information
as may be necessary;
4. Cooperate with and assist the Authority and any insurer, claims adjuster, or legal
counsel retained by the Authority in matters relating to this Agreement, the Authority
Bylaws, any other Governing Documents, and policies and procedures adopted by the
Board;
5. Except for any new Member Entities as allowed for in Article XVIII, agree the
Authority will assume the assets, liabilities and obligations of ABAG PLAN
CORPORATION (a California non-profit corporation) also known as the Association
of Bay Area Governments Pooled Liability Assurance Network, on the basis of its
documents, including but not limited to the Memorandum of Coverage, and Risk
Coverage Agreement, as amended to reflect the formation of this JPA and its policies
and procedures; and
ARTICLE IX
POWERS RESERVED TO THE MEMBERSHIP
The Member Entities retain the following powers:
1. The designation of the Board of Directors as specified in Article X; and
2. Approval of amendments to this Agreement as specified in Article XXVI.
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ARTICLE X
BOARD OF DIRECTORS
There shall be a Board of Directors to govern the affairs of the Authority. The Board shall be
comprised of one director, and one alternate director, from each Member Entity who shall have the
authority to bind the Member Entity on any and all matters relating to the business of the Authority.
Each director has one vote. Each director shall be appointed by the governing body of the Member
Entity. The alternate director shall be appointed by and serve at the pleasure of the Member Entity.
The alternate director may cast a vote as a member of the Board of Directors only in the absence of
the director.
ARTICLE XI
POWERS RESERVED TO THE BOARD
The powers of the Board are the powers of the Authority not specifically reserved to the
Member Entities by this Agreement. The Board has authority to delegate its powers and authority.
However, the Board shall retain unto itself the power to change the Bylaws, to expel a member by a
two-thirds vote, and to establish a Program.
ARTICLE XII
COMMITTEES
EXECUTIVE COMMITTEE
The Board may create an Executive Committee comprised of members of the Board and
delegate one or more of its powers to the Executive Committee except those powers not delegable.
An appointment to the Executive Committee, if any, is by an election of the Board of Directors.
OTHER COMMITTEES
Other committees may be created by, or in accordance with, the procedures described in the
Bylaws.
ARTICLE XIII
BOARD AND COMMITTEE MEETINGS
The Board shall hold at least one regular meeting each year. The Board shall fix the date,
hour, and place at which each regular meeting is to be held. A special meeting may be called upon
written request by the President or at least one-third of the Board members.
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Each regular, adjourned regular and special meeting of the Board, the Executive Committee,
or any other Standing Committee shall be called, noticed, held, and conducted in accordance with the
Ralph M. Brown Act (Section 54950 et. seq. of the Government Code).
The Secretary shall keep or have kept minutes of each regular or special meeting of the Board
and any Committee. As soon as possible after each meeting, the Secretary shall have a copy of those
minutes forwarded to each member of the Board.
No business may be transacted by the Board or a Committee without a quorum of members
being present. A quorum consists of a majority of the members.
ARTICLE XIV
OFFICERS AND EMPLOYEES
The Officers of the Authority are the President, Vice President, Administrator, Secretary,
Treasurer, and others as may be declared in the Bylaws or resolution of the Board. The Officers are
elected or appointed in accordance with the procedures described in the Bylaws. The Officers shall
have the authorities and responsibilities as defined in the Bylaws.
The Board may appoint such officers and employees and may contract with such persons or
firms as it considers necessary to carry out the purposes of this Agreement.
Any Member Entity which provides or performs assigned duties pursuant to this Article may
be reimbursed by the Authority for services rendered on the Authority's behalf.
ARTICLE XV
ANNUAL AUDITS AND AUDIT REPORTS
The Treasurer shall cause an annual financial audit to be made by an independent Certified
Public Accountant with respect to all Authority receipts, disbursements, other transactions and
entries into the books. A report of the financial audit shall be filed as a public record with each
Member Entity. The audit shall be conducted in accordance with Government Code Section 6505
and filed with the County Auditor or others as required by the laws of California. The Authority
shall pay the cost of the financial audit and charge the cost against the Member Entities in the same
manner as other administrative costs.
ARTICLE XVI
INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES
The members of the Board of Directors and the officers and employees of the Authority shall
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act in good faith and in the best interests of the Authority in the performance of their duties
hereunder. The members of the Board of Directors and the officers and employees of the Authority
shall be liable for any act or omission within the scope of their office or employment by the
Authority as a public entity only in the event that they act or fail to act because of actual fraud,
corruption, or actual malice or willfully fail or refuse to conduct the defense of a claim or action in
good faith or to reasonably cooperate in good faith in the defense conducted by the Authority. No
member of the Board shall be liable for any action taken or omitted by any other member of the
Board. No member of the Board, officer, or employee shall be required to deposit premium on a
bond or other security to guarantee the faithful performance of his or her duties hereunder, although
the Authority may provide such bonds. Funds of the Authority shall be used to defend and to
indemnify members of the Board, officers, and employees of the Authority for any act or omission
pursuant to the provisions of Government Code Sections 910 to 996.6. The Authority may purchase
insurance to provide coverage for acts or omissions of directors, officers, and employees.
The Authority shall indemnify, protect, defend, and hold harmless each and all of the
Member Entities, and their officers and employees, for and from any and all liability, claims, causes
of action, damages, losses, judgments, costs, or expenses (including attorney's fees) resulting from an
injury caused by a negligent or wrongful act or omission occurring in the performance of this
Agreement by the Authority, by one or more of the Member Entities, or any of their officers,
employees, agents, or independent contractors. This indemnification provision is intended to
supplant and supersede the pro rata right of contribution formula set forth in Government Code
Section 895.6.
ARTICLE XVII
SELF-INDEMNIFICATION AMONG THE MEMBER ENTITIES
Section 895.2 of the California Government Code imposes certain tort liability jointly upon
entities solely by reason of such entities being parties to an agreement as defined in Section 895 of
said Code. Therefore, the Member Entities hereto, as between themselves, pursuant to the
authorization contained in Sections 895.4 and 895.6 of the California Government Code, each
assumes the full liability imposed upon it for any of its officers, agents, or employees by law for
injuries 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 Member Entity indemnifies and holds harmless all other
Member Entities for any loss, cost, or expense that may be imposed upon such other Member
Entities solely by virtue of Section 895.2 of the California Code.
ARTICLE XVIII
NEW MEMBERS
A public agency may be admitted as a Member Entity only upon a two-thirds vote of the
Board of Directors. The application of any Member Entity to participate in any Program shall be
determined under the Program’s Governing Documents. Notwithstanding the above, members of
ABAG Plan Corporation in good standing as of July 1, 2017 shall be automatically admitted upon
adoption of a resolution by its governing body authorizing the execution of this Joint Powers
Agreement, provided that said action occurs by June 30, 2018.
Each applicant for membership shall pay all fees and expenses set by the Board.
ARTICLE XIX
WITHDRAWAL
A Member Entity may withdraw from the Authority only at the end of a fiscal year, provided
it has given the Authority at least six months written notice of its intent to withdraw. A notice of
intent to withdraw shall be final and irrevocable upon its receipt by the Authority unless the Board
authorizes it to be rescinded by the Member Entity. A Member Entity joining after June 30, 2018
may only withdraw from the Authority after three (3) consecutive fiscal years following
commencement of membership.
The withdrawal of a Member Entity from membership in the Authority shall not terminate its
responsibility, as defined by any of the Governing Documents of the Authority, to contribute its share
of premiums or funds to any fund or coverage program created by the Authority in which the
withdrawing Member Entity has participated.
ARTICLE XX
EXPULSION
The Authority may expel a Member Entity from membership in the Authority by a two-thirds
vote of the Board of Directors for a breach of any of the Governing Documents determined by the
Board to be a material breach. Such expulsion shall automatically, and simultaneously, terminate the
Member Entity's participation in any and all Programs in which it may be a Program participant. The
procedure for hearing and notice of expulsion of a Member Entity shall be as provided in the
Authority Bylaws.
The expulsion procedures from any Program shall be defined in the Governing Documents
for that Program.
The expulsion of a Member Entity from membership in the Authority shall not terminate its
responsibility, as defined by any of the Governing Documents of the Authority, to contribute its share
of premiums or funds to any fund or coverage Program created by the Authority in which the
expelled Member Entity has participated.
ARTICLE XXI
TERMINATION AND DISTRIBUTION
This Agreement may be terminated by the written consent of two-thirds of the Member
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Entities. However, this Agreement and the Authority shall continue to exist after termination for the
purpose of disposing of all claims, debts and other obligations, distribution of assets, and all other
functions necessary to conclude the obligations and affairs of the Authority.
Upon termination of this Agreement, after disposition of all claims debts and other
obligations, the remaining assets of the Authority shall be distributed and apportioned among the
Member Entities that have been participants in its Programs, including those Member Entities which
previously withdrew or were expelled pursuant to Articles XIX and XX of this Agreement, as
provided in the Authority Bylaws.
ARTICLE XXII
NOTICES
Notice to each Member Entity under this Agreement is sufficient if mailed to its respective
address on file with the Authority.
ARTICLE XXIII
BINDING EFFECT OF BYLAWS AND
OTHER GOVERNING DOCUMENTS
Each party to this Agreement by its execution agrees to be bound by and to comply with all of
the terms and conditions of the Governing Documents, and any Resolution adopted by the Board of
Directors as they now exist or may hereafter be adopted or amended.
ARTICLE XXIV
ENFORCEMENT
The Authority is hereby granted authority to enforce this Agreement. In the event action is
instituted by the Authority to enforce any term of any of the Governing Documents of any Program
or otherwise against any Member Entity, the prevailing party shall be entitled to reasonable attorney
fees and costs incurred because of said action, in addition to other appropriate relief.
ARTICLE XXV
PROHIBITION AGAINST ASSIGNMENT
No Member Entity may assign a right, claim, or interest it may have under this Agreement.
No creditor, assignee, or third-party beneficiary of a Member Entity has a right, claim, or title to any
part, share, interest, fund, premium, or asset of the Authority.
ARTICLE XXVI
AMENDMENTS
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This Agreement may be amended if at least 2/3rds of the total Member Entities vote in favor
of the amendment. A proposed amendment must be submitted to each Member Entity at least thirty
(30) days prior to the date the amendment is considered by the Authority. An amendment will be
effective immediately unless otherwise specified. Appendix A to the Agreement may be amended to
correctly list current Member Entities without separate action by the Member Entities or the Board.
ARTICLE XXVII
SEVERABILITY
If a portion, term, condition, or provision of this Agreement is determined by a court to be
illegal or in conflict with a law of the State of California, or is otherwise rendered unenforceable or
ineffectual, the validity of the remaining portions, terms, conditions, and provisions is not affected.
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In witness whereof, the following parties have each executed this Agreement as amended on the
dates set forth below and acknowledge their membership in the Authority:
Entity:
Date:
Title:
APPENDIX A
MEMBER ENTITIES
City of American Canyon
Town of Atherton
City of Benicia
City of Burlingame
City of Campbell
Town of Colma
City of Cupertino
City of Dublin
City of East Palo Alto
City of Foster City
City of Half Moon Bay
Town of Hillsborough
Town of Los Altos Hills
Town of Los Gatos
City of Millbrae
City of Milpitas
City of Morgan Hill
City of Newark
City of Pacifica
Town of Portola Valley
Town of Ross
City of San Bruno
City of San Carlos
City of Saratoga
City of South San Francisco
City of Suisun City
Town of Tiburon
Town of Woodside