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HomeMy WebLinkAboutItem 4.09 - 2054 Dissolution of Local Government Services L Page 1 of 3 STAFF REPORT CITY COUNCIL DATE: June 19, 2018 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Dissolution of Local Government Services (LGS) Authority, A Joint Powers Authority Prepared by: Julie E. Carter, Human Resources Director EXECUTIVE SUMMARY: The City Council will consider a resolution dissolving Local Government Services Authority, A Joint Powers Authority (JPA). The City has been a member of the JPA since 2010. STAFF RECOMMENDATION: Adopt the Resolution Dissolving Local Government Services Authority, A Joint Powers Authority. FINANCIAL IMPACT: There is no financial impact to this action. DESCRIPTION: The Local Government Services Authority (LGS) was formed in 2001 by the City of San Carlos and the Association of Bay Area Governments (ABAG). It began operations in 2002, to provide staffing for small agencies without sufficient staff to effectively and efficiently serve as its own employer, and to meet the grant-funded or other limited term staffing needs of larger agencies. LGS provided competitive compensation, including a CalPERS retirement benefit, and a shared platform for multiple agencies to use. The City of Dublin joined LGS in 2010 (see Attachment 1). Over the year s, LGS served approximately a dozen agencies. The current member agencies are: City of Dublin City of Larkspur City of Walnut Creek Town of Yountville Page 2 of 3 Since joining LGS in 2010, the City of Dublin did not contract with LGS for services. Over the past several years, LGS was subject to payroll and compensation audits by CalPERS. The most recent audit, completed after four and a half years of review by CalPERS, found that LGS should not have enrolled its employees in CalPERS because it did not exercise control of the workers. In short, CalPERS found the client agencies were the common law employers of LGS employees. Because of the CalPERS audit, all 144 LGS employees, from 2002 through 2017, were in jeopardy of losing the retirement service credit they had earned under LGS. It is important to note that none of these employees ever worked for the City of Dublin. LGS appealed the audit conclusions, but the appeal has still not been heard one year after the audit was finalized. To reduce potential r isk, LGS ended all client services and has no current employees or revenue. Given these circumstances, the LGS Board decided that is the JPA should dissolve and stop the on-going cost of the administrative appeal of the audit determination. Upon dissolution, if necessary, remaining LGS assets will be placed with an entity, the final form of which still needs to be determined, that will be able to apply the assets to the benefit of former employees, pursue any additional revenue to which LGS is entitled, and resolve any disputes that result from the CalPERS audit determination. Dissolution Process: Article V, Section 2, of the JPA states that: “All Members may mutually agree to dissolve LGS at any time.” “Members” refers to the public agencies belonging to LGS, of which there are currently four. The LGS Board of Directors, comprised of one executive representative from each member agency, decided at their May 17, 2018 meeting to recommend to each of the four agencies that they consider dissolving LGS at the earliest possible time following LGS Board determination that all financial, administrative and legal duties have been discharged, including if necessary appointment by the Board of an agent to discharge remaining duties consistent with direction of the Board. Staff has prepared a resolution (Attachment 2) that satisfies the requirement of the JPA to express the City’s agreement to dissolve LGS. It authorizes the LGS Board to complete the process of dissolution, upon Board determining that all JPA assets and liabilities have been addressed in accordance with the JPA and goals explained above. NOTICING REQUIREMENTS/PUBLIC OUTREACH: A copy of the Staff Report has been provided to Regional Government Services. ATTACHMENTS: 1. City Council Staff Report from 2010 Joining the Employment Joint Services Authority, LGS 2. Resolution Dissolving Local Government Services Authority, A Joint Powers Authority Page 3 of 3 G~~~ OF Dp~~~ i9~ ~ -~~. ~s`z STAFFREPORT CITY CLERK il~~•D~ DUBLIN CITY COUNCIL File # ^~~~- [~ DATE: October 19, 2010 TO: Honorable Mayor and City Councilmembers FROM: Joni Pattillo, City Manager SUBJECT: Joint Powers Agreement with Regional Government Services Authority and Location Government Services Authority Prepared By: Julie Carter, Human Resources Director EXECUTIVE SUMMARY: The City Council will consider adopting finro resolutions authorizing the City Manager to enter into two Employment Joint Services Authorities for the purpose of providing professionaldevelopmenttrainingopportunitiestoCityStaffandtodesignatearepresentativetoserveon the Board of Directors of both Joint Services Authorities. FINANCIAL IMPACT: No fiscat impact is anticipated as a result of adoption of these Resolutions. RECOMMENDATION: Staff recommends that the City Council adopt the following resolutions: 1) Resolution approving the Joint Powers Agreement creating the Regional Government Services Authority;and 2) Resolution approving the Joint Powers Agreement creating the Local Government Services Authority. n ,~ l ~~~., ~,~~ ~~~ ~~" . ~ '( • -,- ~ ~ Submitted By Revi wed , y Human Resources Director Assistant C~ita~l~anaqer q}~ Page 1 of 2 ITEM NO. ~• DESCRIPTION: The City of Dublin currently has working partnerships and Joint Powers Agreements (JPA) with various other public agencies in Alameda County in order to provide services that are more efficiently delivered by pooling resources and working together. Examples of such efforts include the East Regional Communications Systems Authority, Association of Bay Area Governments, Plan Corp., The Cities Group, and the Tri Valley Transportation Development Fees for Traffic Mitigation. Staff is recommending that the City Council consider authorizing involvement in two additional Joint Powers Authorities: Local Government Services (LGS) and Regional Government Services (RGS). These JPAs establish alternative structures for hiring governmental employees that facilitate the sharing of employees across organizations, and provides the potential for cost savings and revenue enhancement for both organizations and employees. The JPAs also provides agencies access to its employees with professional development training scholarships. The City of San Carlos and the Association of Bay Area Government (ABAG) developed these two Joint Powers Authorities as a means to provide more flexible employment structures for their agencies and employees. The JPAs were developed over a four-year period and have been functioning in various agencies since 2001. The client list is growing and the JPAs are operating with a positive cash flow. The JPAs currently provide services to a number of Bay Area Cities, ABAG, the CalFed Science Program and the San Francisco Bay Area Water Transit Authority, among other entities. The structures allow services to be provided to public and private agencies on a contractual, fee for service basis, fully recovering the cost to provide the services. The benefit to member agencies is in maximizing the efficiency of service delivery through pooling together the limited resources of multiple agencies, thus avoiding duplication of costs while maintaining, enhancing and/or adding services. With their initial success over the past several years, the LGS/RGS Board is now looking to add strategic, stable local government organizations with high quality policy makers and operations staff to expand its presence and services to other parts of the Bay Area. The City of Dublin has been invited to join the JPAs and to serve on the Boards of Directors for the JPAs to assist with leadership and direction. The proposed resolutions (Attachments 1 and 2) authorize the City Manager to enter into an agreement with both JPAs as well as designate a City Staff representative to serve on the respective boards. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution approving the Joint Powers Agreement creating the Regional Government Services Authority. 2. Resolution approving the Joint Powers Agreement creating the Local Government Services Authority. Page 2 of 2 b ~ ~ RESOLUTION NO. XX - 10 A RESOLUTION OF THE CITY COUNCIL QF THE CITY OF DUBLIN APPROVING THE JOINT POWERS AGREEMENT CREATING THE REGIONAL GOVERNMENT SERVICES AUTHORITY WHEREAS, the City of Dublin is a member of several Joint Powers Authorities (JPAs) in order to take advantage of economies of scale and improved efficiencies; and WHEREAS, JPAs can and do provide a myriad of services for public agencies, including solid and hazardous waste disposal, recycling, wastewater treatment, workers' compensation and liability self insurance and other direct and support services; and WHEREAS, recruitment and retention success would be enhanced by providing an effective means for sharing talented employees across organizations, providing PERS and a definE:d contribution retirement plan to add flexibility for both employees and the City. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin authorizes the City Manager to enter into an agreement with and join the Regional Government Services Authority to provide services for regional public agencies, other entities, and for professional development training (an agreement similar to the document attached will be executed by the City Manager); and IT IS FURTHER RESOLVED that the City Council of the City of Dublin authorizes the City Manager to designate a representative to serve on the Board of Directors of the Regional Government Services Authority as needed to assist with the governance of the agency. PASSED, APPROVED AND ADOPTED this 19th day of October 2010, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: Mayor City Clerk 8y ~~ I~-r~ ATTACHMENT 1 a~. a AMENDED AND RESTATED JOINT POWERS AGREEMENT CREATING THE REGIONAL GOVERNMENT SERVICES AUTHORITY An agreement entitled "Joint Powers Agreement Creating the Regional Government Services Authority" was entered into as of March 1, 2001, by and between the following public entities (collectively called the "Members"): the Association of Bay Area Governments ("ABAG") and the City of San Carlos City"). This Amended and Restated Joint Powers Agreement Creating the Regional Government Services Authority is made and effective this 5~ day of October, 2010, by and between the ABAG and the City. RECITALS Q) The Members have determined that it is more ef~cient, effective, and economical to provide certain management, administrative, special or general services for ABAG, the City, and other public agencies through a joint powers authority ("JPA") than by each agency directly employing separate staff; CC~ The Members have determined that state law allows for a joint powers authority to provide such services; The Members further have determined that state law allows for certain such Member functions to be provided by contract with the JPA. The Members also wish to be able to offer expertise to other public and private entities through the provision of services by this JPA; Each Member is a public agency as defined by Government Code Section 6500 et seq and is authorized and empowered to contract for the joint exercise of powers common to each Member. The Members are involved in providing services for public agencies and other entities that are separate and apart from the Member entities; The Members seek to provide through the JPA, an entity that will directly employ staff and consultants for local and regional entities; i The Members have determined there exists a need for a public agency to operate services on a regional basis or to operate services outside the routine operations of Members, in order to achieve greater efficiency, effectiveness and/or economy. The Members have determined that it is desirable that this JPA provide a qualified retirement plan to provide recruitment and retention flexibility in accommodating the employee on limited-term and/or retirement status. The Members have determined that it is desirable that this JPA include additional members, and wish to reorganize its membership and governance structures to better serve client agencies. The Members now wish to exercise jointly their powers to provide services by establishment of the Regional Government Services Authority (RGS), a public agency. RGS is established to m~imize the efficiency and effectiveness of service delivery of regional programs benefiting the regional public interest. Many of the services provided by RGS will be those typically beyond the scope of a local and sub-regional government entity because of their benefit to a larger, cross- jurisdictional interest, but also requiring services. RGS can efficiently and effectively provide these services on an interim and longer-term basis through consolidation, coordination, and economies of scale NOW, THEREFORE, in consideration of the mutual promises set out, the parties agree as follows: AGREEMENT ARTICLE I. POWERS AND PURPOSES 1. RGS Created. RGS is formed by this Agreement pursuant to the provisions of Article l, Chapter 5, Division 7, Title 1(commencing with Section 6500) of the Government Code of the State of California. RGS shall be a public entity separate from the parties hereto and its debts, liabilities and obligations shall not be the debts, liabilities and obligations of its Members. 2. Purpose of the Agreement; Common Powers to be Exercised. Each Member individually has the statutory ability to provide services for the operation of a public agency. The purpose of this Agreement is to jointly exercise the foregoing common powers in the manner set forth herein. 3. Effective Date of Formation. RGS was formed as of the date referred to in the first paragraph of the Joint Powers Agreement Creating the Regional Government Services Authority, which was March 1, 2001 (the "Effective Date") . 4. Powers. Pursuant to and to the extent required by Government Code Section 6509, RGS shall be restricted in the exercise of its powers in the same manner as is a general law city. RGS shall have the power to do any of the following in its own name: a) To exercise the common powers of its Members in providing services for the operation of a public agency or other entity, including related and incidental services. b) To make, assume and enter into contracts, including contracts with its Members. CC~c) To negotiate contracts with represented and unrepresented employees. d) To maintain, assume and employ such agents, employees, consultants, and other persons as it deems necessary to accomplish its purpose. e) To lease, acquire, hold and dispose of property. fl To invest surplus funds. g) To incur debts, liabilities, or obligations. h) To sue and be sued in its own name. i) To apply for grants, loans, or other assistance from persons, firms, corporations, and/or governmental entities. j) To prepare and support legislation related to the purposes of this Agreement. 3 d ., ~ k) To collect payments and fees for services, as relevant law may allow. 1) To purchase insurance or to self-insure. m) To adopt rules, regulations, policies, bylaws and procedures governing its operation. ARTICLE II. ORGANIZATION 1. Membership. The Members of RGS shall be the original parties hereto which have not withdrawn from RGS), and such other public entities as may join RGS after execution of this Agreement. Public entities may join if approved by two-thirds of the members of the Executive Committee of the RGS Board on terms and conditions approved by the Executive Committee. New members shall be included within the term "Members" following execution of an Addendum to this Agreement executed by the new member and the Chair of the Executive Committee. Following execution of such an Addendum, the new C~ member shall be subject to the provisions of this Amended and Restated Agreement. 2. Desi~nation of RGS Board of Directors. The RGS Board of Directors shall consist of one representative of each Member. Each shall serve as a director. No additional compensation shall be provided for such service, although directors' expenses shall be reimbursable. A meeting of the Board of Directors shall be called at least once per year for the purpose of selecting Executive Committee members, amending Authority Bylaws, approving the budget, and other such business as appropriate. All voting power shall reside in the Board of Directors, with those powers necessary to carry out the day-to- day business of the JPA delegated to the Executive Committee. 3. Executive Committee. The regular management of the Authority shall be vested in an Executive Committee consisting of no more than seven individuals selected by the Directors at the annual meeting, with up to two Alternate committee members also chosen by the Directors. Members of the Executive Committee may, but need not, be on the Board of Directors. The Executive Committee shall have power: 4 r a a) To approve additional public entities as new members and terms and conditions of such membership; b) To employ and contract for personnel and consultants consistent with the purposes of the RGS; c) To expend funds of RGS and enter into contracts, whenever required, in the judgment of the Executive Committee consistent with the purposes of the RGS; d) To acquire and sell any personal property; e) To approve payroll payments and other demands for payments by RGS; fl To prepare and submit to the Board in time for revision and adoption by it prior to July 1 of each year the annual budget for the next fiscal year referred to in Section II.10; and g) To make all expenditures of RGS consistent with the RGS budget and authorized appropriations. The Executive Committee shall perform such other duties as may be imposed by it by the RGS Board and shall report to the RGS Board at such times and concerning such matters as the RGS Board may require. 4. Principal Of~ce. The principal office of RGS shall be designated by the Board, which may move those offices should it choose to do so. 5. Meetings. a) The first and organizational meeting of RGS shall be held at its principal office within 30 days of the Effective Date. b) The Board shall meet at the principal office of RGS or at such other place as may be designated by the Board. The Board shall meet at least once a year. c) All Board meetings, including regular, adjourned and special meetings, shall be called, noticed and held in accordance with the Ralph M. Brown Act, Section 54950, et seq. of the Government 5 a~ Code (the "Brown Act") as it may be amended from time to time. 6. Quorum; Voting. A majority of the members of the Board of Directors shall constitute a quorum for the purpose of the transaction of business relating to RGS. Each director shall be entitled to one vote. Unless otherwise provided herein, a vote of the majority of those present and qualified to vote shall be sufficient for the adoption of any motion, resolution or order or to take any other action deemed appropriate to carry forward the objectives of RGS. 7. Officers. At its first meeting, the Board shall elect a Chair and Vice- Chair from among the Directors, and shall appoint a Secretary who may, but need not, be a Director. The officers shall perform the duties normal to such offices. The Chair shall sign all routine contracts that do not require Board award on behalf of RGS, and shall perform such other duties as may be imposed by the Board. The Vice-Chair shall act, sign contracts and perform all of the Chair's duties in the absence of the Chair. The Secretary shall countersign all contracts signed by the Chair or Vice-Chair on behalf of RGS, perform such other duties as may be imposed by the Board and cause a copy of this Agreement to be filed with the Secretary of State pursuant to the Act. 8. Minutes. The Secretary of RGS shall provide notice of, prepare and post agendas for and keep minutes of regular, adjourned regular, and special meetings of the Board, and shall cause a copy of the minutes to be forwarded to each director. The Secretary will otherwise perform the duties necessary to ensure compliance with the Brown Act and other applicable rules or regulations. 9. Rules. The Board from time to time may adopt such bylaws, rules and regulations for the conduct of its affairs that are not in conflict with these Agreements. 10. Fiscal Year. RGS's fiscal year shall be July 1 of each year, or in the year of its formation, the Effective Date, to and including the following June 30. 11. Treasurer/Controller. Pursuant to Section 6505.6 of the Act, the Finance Director of the JPA serves as the Auditor, Controller and Treasurer of RGS. The Treasurer shall be the depositary, shall have custody of all of the accounts, funds and money of RGS from whatever source, shall have the duties and obligations set forth in Sections 6505 and 6505.5 of the Act and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of RGS. 6 12. Officers in Charge of Records, Funds, and Accounts. Pursuant to Section 6505.1 of the Act, the Treasurer shall have charge of, handle and have access to all accounts, funds and money of RGS and all records of RGS relating thereto; and the Secretary shall have charge of, handle and have access to all other records of RGS. 13. Bonding Persons Having Access to Public Records. From time to time, the Board may designate persons, in addition to the Secretary and the Treasurer, having charge of, handle or having access to any records, funds or accounts of RGS, who shall l~e required to post performance bonds. The respective costs of the official bonds of the Secretary and the Treasurer and such other persons pursuant to Section 6505.1 of the Act shall be paid by RGS. The Secretary and the Treasurer may be employees of, or contracting to, any Member. 14. Legal Advisor. The Board shall have the power, or may delegate such power to the Executive Committee, to appoint the legal advisor of RGS who shall perform such duties as may be prescribed by the Board. The Legal Advisor may be an employee of, or have a contractual relationship with, any Member. 15. Employees. The Executive Committee shall have the power to appoint and employ such other employees, consultants, and independent contractors as may be necessary for the purposes of this Agreement. Such employees, consultants, or independent contractors may be employees of, or have a contractual relationship with, any Member. The Board may also contract with a Member to provide administrative services to the JPA's. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, and all other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents, or employees directly employed by the Board shall be deemed, by reason of their employment by the Board, to be employed by ABAG or the City or, by reason of their employment by the Board, to be subject to any of the requirements of ABAG or the City. 16. Assistant Officers. The Board may appoint or delegate to the Executive Committee the authority to appoint, such assistants to act in the place of the Secretary or other officers of RGS (other than any director) as the Board shall from time to time deem appropriate. ARTICLE III. TR.ANSFER OF SERVICES ASSUMPTION OF RESPONSIBILITIES On or after the Effective Date, the Members may contract with RGS for services. The Members may transfer to RGS employees of Members and RGS shall become their employer under such terms and conditions as determined by RGS. All applicable employment rules, regulations, MOU's or collective bargaining agreements, ordinances, and resolutions shall be as adopted and Q~ ratified by the Board for such employees. Any and all employment records shall become the property of RGS. Secretary: The Secretary shall report to the Executive Committee and is responsible for notice of, preparation and posting agendas for and keeping minutes of regular, adjourned regular, and special meetings of the Board, and shall cause a copy of the minutes to be forwarded to each director. The Secretary will otherwise perform the duties necessary to ensure compliance with the Brown Act and other applicable rules or regulations. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, and all other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to .them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents, or employees directly employed by the Board shall be deemed, by reason of their employment by the Board, to be employed by any Member Agency or, by reason of their employment by the Board, to be subject to any of the requirements of any Member Agency. s o~ .a~ ARTICLE IV. MEMBER CONTR.ACTING WITH RGS On or after the Effective Date, any Member may contract with RGS for services. ARTICLE V. CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS 1. Accounts and Reports. The Treasurer shall establish and maintain such funds and accounts as may be required by good accounting practice. The books and records of RGS shall be open to inspection at all reasonable times by representatives of Member Agencies. The Treasurer will give a complete written report of all financial activities for such fiscal year to the Members. 2. Funds. The Treasurer of RGS shall receive, have the custody of and disburse RGS funds as nearly as possible in accordance with generally accepted accounting practices, shall make the disbursements required by these Agreements or to carry out any of the provisions or purposes of these C~ Agreements. 3. Annual Budget and Administrative Expenses. The Board shall adopt a budget for administrative expenses. Any estimated annual administrative expenses of RGS may be allocated by RGS to the Members equally. ARTICLE VI. TERM l. Term. This Restated and Amended Agreement Creating the Regional Government Services Authority shall become effective when signed by both ABAG and City and shall continue in full force and effect so long as there are at least two Members. All Members mutually may agree upon termination of this Agreement and RGS at any time, while providing three months' advance notice to the RGS Board Chair. Individual Members may terminate their membership by providing three months' advance notice to the RGS Board Chair with the date of termination coinciding with the beginning of a fiscal quarter. Any terminating Member shall bring all payments for expenses current to the date of termination. 9 1~~~a~ 2. Disposition of Assets. Upon termination of this Agreement, any and all property of RGS, both real and personal, shall be divided among the Members active as of the act of termination, in such manner as shall be agreed upon by those Members. ARTICLE VII. MISCELLANEOUS PROVISIONS 1. Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to the notice address of each party hereto for legal notices or as otherwise provided by a party hereto in writing to each of the other parties hereto. 2. Section Headin~s. All section headings in these Agreements are for convenience of reference only and are not to be construed as modifying or Q~ governing the language in the section referred to or to define or limit the scope of any provision of these Agreements. 1 3. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. 4. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed. 5. Amendments. This Amended and Restated Agreement may be amended at any time, or from time to time, by a written amendment executed by the Members. Additional public entities may become Members of RGS by execution of an Addendum as provided in Article II, section 1. Following the addition of a new Member, any amendment of this Amended and Restated Agreement shall require approval of all Members, including any such new Members. 6. Enforcement by RGS. RGS is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law to enforce this Agreement. 7. Severabilitv. Should any part, term or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be ic RESOLUTION NO. XX - 18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ************************ DISSOLVING LOCAL GOVERNMENT SERVICES AUTHORITY A JOINT POWERS AUTHORITY WHEREAS, a Joint Powers Agreement was entered into on March 1, 2001 creating the Local Government Services Authority (“LGS”) pursuant to the Joint Exercise of Powers Act, Government Code section 6500 et seq. with the purpose of providing shared, collaborat ive services to public agencies to achieve their goals cost-effectively; and WHEREAS, the membership of LGS is currently comprised of the cities of Dublin, Larkspur and Walnut Creek, and the Town of Yountville; and WHEREAS, LGS can no longer provide services to public agencies in a cost-effective manner; and WHEREAS, under the terms of the Agreement that created the Joint Powers Authority, all Members may mutually agree to dissolve LGS at any time; and WHEREAS, all remaining property of LGS, both real and personal, and all other assets of any kind shall be used to satisfy the debts, liabilities or obligations incurred by LGS, and in the event LGS has outstanding debt, liability or obligation at the time of dissoluti on, the Members, including the City of Dublin shall have no obligation or responsibility for such debt or liability, pursuant to Section I.1 of the Joint Powers Agreement. NOW, THEREFORE, BE IT RESOLVED that the City of Dublin does hereby agree to and authorize the dissolution of the Local Government Services Authority at the earliest possible time following LGS Board of Directors determination that all financial, administrative and legal duties have been discharged, including if necessary appointment b y the Board of an agent to discharge remaining duties consistent with direction of the Board. PASSED, APPROVED AND ADOPTED this 19th day of June 2018, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________ Mayor ATTEST: ____________________ City Clerk ATTACHMENT 2