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Resolution 13299CITY OF ALAMEDA RESOLUTION NO. 13 29 9 APPROVING AND CONSENTING TO AN AMENDMENT TO A JOINT EXERCISE OF POWERS AGREEMENT FOR THE CALIFORNIA POOLED INVESTMENT AUTHORITY WHEREAS, the City of Alameda is a party to a Joint Exercise of Powers Agreement dated as of January 21, 1997 establishing the California Pooled Investment Authority; and WHEREAS, the City and other parties to the Agreement desire to amend the Agreement, as set forth herein. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Alameda that the City of Alameda consents to the amendment of the Joint Exercise of Powers Agreement set forth in this Resolution, in accordance with Section 8.03 of the Agreement. BE IT FURTHER RESOLVED that the form of Amendment No. 2 to the Joint Exercise of Powers Agreement ( "Amendment "), by and among the City and the other current parties to the Agreement, is hereby approved, and the City Manager or his designee is hereby authorized and directed on behalf of the City, to execute and deliver such Amendment in the form on file with the City Clerk and presented to this meeting, such approval to be conclusively evidenced by the City Manager or his designee's execution and delivery thereof. BE IT FURTHER RESOLVED that the City Clerk file certified copies of this resolution and of the Amendment with the Secretary of the California Pooled Investment Authority. JOINT EXERCISE OF POWERS AGREEMENT (As Amended) creating the CALIFORNIA POOLED INVESTMENT AUTHORITY 11173 \0001 \618109.3 TABLE OF CONTENTS PAGE(S) RECITALS 1 ARTICLE I DEFINITIONS 1 Section 1.01 Definitions. 1 ARTICLE II GENERAL PROVISIONS 3 Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.07 Section 2.08 Section 2.09 Section 2.10 Purpose of Agreement 3 Creation of Authority. 3 Authority Commission; Initial Commissioners. 3 Appointment of Commissioners. 4 Resignation and Removal of Commissioners. 4 Term of Office. 4 Vacancies. 4 Delegation of Functions 5 Compensation of Commissioners and Investment Advisory Board Members. 5 Meetings of the Authority Commission. 5 (a) Regular Meetings. 5 (b) Special Meetings. 5 (c) Call, Notice and Conduct of Meetings Section 2.11 Minutes. Section 2.12 Voting. Section 2.13 Quorum; Required Votes; Approvals. Section 2.14 Bylaws Section 2.15 Conflict of Interest Code Section 2.16 Section 2.17 Section 2.18 Section 2.19 Section 2.20 11173 \0001 \618109.3 Investment Advisory Board. Meetings of the Investment Advisory Board. (a) Regular Meetings. (b) Special Meetings. (c) Call, Notice and Conduct of Meetings 6 Minutes. 6 Voting. 6 Quorum; Required Votes; Approvals. 7 5 5 5 5 6 6 6 6 6 6 -xvii- Section 2.21 Alternate Commissioners. 7 ARTICLE III OFFICERS AND EMPLOYEES ` 7 Section 3.01 Chair, Vice Chair and Secretary . 7 Section 3.02 Auditor and Treasurer; Assistant Auditor and Treasurer. 8 Section 3.03 Officers in Charge of Authority Property. 9 Section 3.04 Indemnification; Insurance. 9 Section 3.05 Additional Staffing. 9 Section 3.06 Assistant Officers 10 ARTICLE IVPOWERS 10 Section 4.01 General Powers. 10 Section 4.02 Specific Powers 10 Section 4.03 Restrictions on Exercise of Powers. 11 Section 4.04 Obligations of Authority Only. 11 ARTICLE V Section 5.01 Section 5.02 Section 5.03 Section 5.04 Section 5.05 Section 5.06 Section 5.07 Section 5.08 ARTICLE VI INVESTMENTS 12 Investment Policy 12 Investments by Contracting Parties 12 Permitted Investments 12 Apportionment of Investment Earnings; Administrative Costs 12 Monthly Reports. 12 Rules for Investment and Payment of Funds. 13 Moneys Not Subject to Impoundment; Temporary Suspension of Payments 13 Investments of Authority Funds 13 CONTRIBUTIONS; ACCOUNTS AND REPORTS; FUNDS 13 Section 6.01 Contributions 13 Section 6.02 Accounts and Reports. 14 Section 6.03 Funds. 14 Section 6.04 Administrative Expenses. 14 ARTICLE VII TERM 14 11173 \0001 \618109.3 - XViii- Section 7.01 Term 14 Section 7.02 Disposition of Property Upon Termination 15 Section 7.03 Disposition of Funds Upon Termination. 15 ARTICLE VIII MISCELLANEOUS PROVISIONS 15 Section 8.01 Additional Contracting Parties 15 Section 8.02 Withdrawal of Contracting Party 15 Section 8.03 Amendment. 16 Section 8.04 Agreement Not Exclusive. 16 Section 8.05 Notices. 16 Section 8.06 Section Headings. 16 Section 8.07 Law Governing. 16 Section 8.08 Severability. 16 Section 8.09 Counterparts. 16 Section 8.10 Successors. 17 11173 \0001 \618109.3 -XiX- JOINT EXERCISE OF POWERS AGREEMENT (As Amended) This Joint Exercise of Powers Agreement is dated as of January 21, 1997, and is made by and between the Cities of West Hollywood and Lake Forest and such other Local Agencies within the State as may hereafter become signatories hereto. RECITALS A. The Joint Powers Act provides that public agencies by agreement may jointly exercise any power common to them. B. The Cities are "public agencies" within the meaning of that term under Section 6502 of the Joint Powers Act and possess in common the power to invest surplus money in their respective treasuries not "required for the immediate necessities of the Cities in securities authorized by the Investment Law. C. The Cities desire to enter into this Agreement in furtherance of the Joint Powers Act and the Investment Law. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section .1 Definitions. As used herein, the following terms shall have the meaning ascribed thereto, unless the context requires otherwise. "Agreement" means this Joint Exercise of Powers Agreement. "Alternate Commissioner" means an alternate member of the Authority Commission appointed pursuant to Section 2.21. "Assistant Auditor" means the Assistant Auditor of the Authority appointed pursuant to Section 3.02. "Assistant Treasurer" means the Assistant Treasurer of the Authority appointed pursuant to Section 3.02. "Auditor" means the Auditor of the Authority appointed pursuant to Section 3.02. 11173 \0001 \618109.3 -1- "Authority" means the California Pooled Investment Authority, a joint powers authority duly organized and validly existing pursuant to the Constitution and laws of the State. "Authority Commission" means the governing body of the Authority. "Chief Administrative Officer" means the Chief Administrative Officer of the Authority appointed pursuant to Section 3.05. "Cities" means the cities listed in the preamble of this Agreement, which are the original signatories hereof. the State June 30. "Commissioner" means a member of the Authority Commission. "Contracting Party" means each of the Cities and any Local Agency within at hereafter becomes a signatory to this Agreement pursuant to Section 8.01. "Fiscal Year" means the period from July 1 to and including the following "Investment Adviser" means any investment adviser with which the Authority has contracted pursuant to Section 4.01. "Investment Advisory Board" means the board established pursuant to Section 2.16. "Investment Law" means Sections 53601 and 53635 of the Government Code of the State, as amended from time to time. "Investment Policy" means the Investment Objectives, Policies and Guidelines of the Authority, as adopted from time to time pursuant to Section 5.01. "Joint Powers Act" means Chapter 5 of Division 7 of Title 1 of the Government Code of the State, as amended from time to time. "Lake Forest" means the City of Lake Forest, California. "Local Agency" has the meaning set forth in Section 53600 of the Government Code of the State, as amended from time to time. "Secretary" means the Secretary of the Authority appointed pursuant to Section 3.01. 11173 \0001 \618109.3 -2- Section 3.02. "State" means the State of California. "Treasurer" means the Treasurer of the Authority appointed pursuant to "West Hollywood" means the City of West Hollywood, California. ARTICLE I GENERAL PROVISIONS Section i.1 Purpose of Agreement. The purpose of the Agreement is to establish the Authority and to carry out the intent of the State legislature as set forth in the Investment Law and in Paragraph C of the Recitals hereof by providing the Contracting Parties with an alternative method of investing their surplus moneys that will achieve competitive rates of return along with safety and liquidity, in compliance with the Investment Law. Section I.2 Creation of Authority. There is hereby created pursuant to the Joint Powers Act an entity separate and apart from the Contracting Parties to be known as the "California Pooled Investment Authority." The Authority shall administer the Agreement. Section I.3 Authority Commission; Initial Commissioners. (a) The governing body of the Authority shall be known as the Authority Commission. All voting power of the Authority shall reside in the Authority Commission. The Cities by this Agreement have appointed the following persons as the initial Commissioners, of whom one shall have a term ending on January 31, 1998, one on January 31, 1999, and one on January 31, 2000, as determined by such initial Commissioners: Richard Dixon Paul Koretz Sal Guarriello (b) Each Local Agency which becomes a Contracting Party pursuant to Section 8.01 may nominate, a member of its governing body to be an additional initial Commissioner by notice to the Authority Commission and to the Investment Adviser. 11173 \0001 \618109.3 The Authority Commission may, in its discretion, appoint the additional initial Commissioner so nominated, who shall be considered the appointee for such Contracting Party, provided that the total number of Commissioners shall not exceed seven. The Authority Commission shall set the initial term for each such additional initial Commissioner, which initial term may be the same as the initial term of any other initial Commissioner. Section I.4 Appointment of Commissioners. For the term commencing February 1, 1998, and for each new term which commences thereafter, the Authority Commission shall appoint a successor Commissioner, which person shall be a member of the governing body of a Contracting Party and may be the person whose term has expired, and shall give notice of such appointment to the Contracting Parties and to the Investment Adviser. Section I.5 Resignation and Removal of Commissioners. Any Commissioner may resign, without need for a prior or subsequent accounting, by notice in writing signed by such Commissioner and given to the Authority Commission and to the Investment Adviser, and such resignation shall be effective 30 days after the effective date of such notice, or at such later date as may be specified in the written notice. Any Commissioner may be removed (i) in the case of an initial Commissioner, by the Contracting Party , for which such Commissioner was appointed, by notice to the Authority Commission and to the Investment Adviser and (ii) in all other cases, by the Authority Commission, by notice to the Contracting Parties and to the Investment Adviser. Any such removal shall be effective 30 days after the effective date of such notice. Section 1.6 Term of Office. Each Commissioner, other than the initial Commissioners, shall serve three years, or until a successor has been appointed and qualified. Section I.7 Vacancies. The term of office of a Commissioner shall terminate and a vacancy shall occur in the event of the death, resignation, adjudicated incompetence or other incapacity to perform the duties of the office, or removal pursuant to Section 2.05, of such Commissioner. In the case of a vacancy, the Authority Commission may appoint another person (who shall be a member of the governing body of a Contracting Party) as a replacement Commissioner to serve until the expiration of the term for the office to which the replacement Commissioner is appointed; provided that in the case of a vacancy occurring as the result of a removal by a Contracting Party pursuant to clause (i) of Section 2.05, the Contracting Party may include in its notice of such removal the nomination of a member of its governing body to be a replacement Commissioner, in which event the Authority Commission shall appoint the person so 11173 \0001 \618109.3 nominated. The Secretary shall give notice of such appointment to each Contracting Party and to the Investment Adviser. Section I.8 Delegation of Functions. The Authority Commission may delegate its functions to an advisory body or administrative entity, including without limitation the Investment Advisory Board, for the purposes of program development, policy formation or program implementation, provided that any annual budget of such advisory body or administrative entity shall be approved by the Authority Commission. Section I.9 Compensation of Commissioners and Investment Advisory Board Members. Commissioners and members of the Investment Advisory Board shall be entitled to receive the actual and necessary expenses, including traveling expenses, incurred in the discharge of their duties and such other compensation as the Authority Commission may prescribe. Section I.10 Meetings of the Authority Commission. (a) Regular Meetings. The Authority Commission shall provide for its regular meetings; provided, however, that at least one regular meeting shall be each year. The date, hour and place of the holding of regular meetings shall be fixed by the Authority Commission. (b) Special Meetings. Special meetings of the Authority Commission may be called in accordance with the provisions of Section 54956 of the Government Code of the State. (c) Call, Notice and Conduct of Meetings. All meetings of the Authority Commission, including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of Sections 54950 et seq., of the Government Code of the State. Section I.11 Minutes. The Secretary shall keep minutes of the meetings of the Authority Commission and shall, as soon as practicable after each meeting, cause a copy of the minutes to be forwarded to each Commissioner and to the Contracting Parties. Section 1.12 Voting. Each Commissioner shall have one vote. Section I.13 Quorum; Required Votes; Approvals. A majority of the membership of the Authority Commission (excluding Alternate Commissioners) shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least a majority of the Commissioners present at any meeting at which a quorum is present shall be required to 11173 \0001 \618109.3 take any action by the Authority Commission. Section I.14 Bylaws. The Authority Commission may adopt, from time to time, such bylaws, rules and regulations for the conduct of its business as are necessary for the purposes hereof. Section 1.15 Conflict of Interest Code. The Authority Commission shall adopt a Conflict of Interest Code as required by law. Section I.16 Investment Advisory Board. There is hereby established an advisory body to be known as the "Investment Advisory Board", consisting initially of the City Manager of West Hollywood and the Director of Finance of Lake Forest. The Authority Commission may from time to time appoint additional members to serve on the Investment Advisory Board. The Investment Advisory Board shall carry out the duties described in this Agreement and such other duties and functions as the Authority Commission may delegate to it pursuant to this Agreement and Section 6508 of the Joint Powers Act. Section I.17 Meetings of the Investment Advisory Board. (a) Regular Meetings. The Investment Advisory Board shall provide for its regular meetings; provided, however, that at least one regular meeting shall be held each year The date, hour and place of the holding of regular meetings shall be fixed by the Investment Advisory Board. (b) Special Meetings. Special meetings of the Investment Advisory Board may be called in accordance with the provisions of Section 54956 of the Government Code of the State. (c) Call, Notice and Conduct of Meetings. All meetings of the Investment Advisory Board, including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of Sections 54950 et seq. of the Government Code of the State. Section I.18 Minutes. The Secretary shall keep minutes of the meetings of the Investment Advisory Board and shall, as soon as practicable after each meeting, cause a copy of the minutes to be forwarded to each member of the Investment Advisory Board, the Authority Commission and the Contracting Parties. Section I.19 Voting. Each member of the Investment Advisory Board shall have one vote. Section I.20 Quorum; Required Votes; Approvals. Members of the 11173 \0001 \618109.3 Investment Advisory Board holding a majority of the votes shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least a majority of the members of the Investment Advisory Board present at any meeting at which a quorum is present shall be required to take any action by the Investment Advisory Board. Section 2.21 Alternate Commissioners. The Authority Commission shall appoint a member of the governing body of a Contracting Party as First Alternate Commissioner and a member of the governing body of another Contracting Party as Second Alternate Commissioner, in each case after consultation with the Contracting Party. Alternate Commissioners may but are not required to be selected from the same governing body from which a Commissioner has been appointed pursuant to Section 2.03 or Section 2.04. The provisions of this Article (including but not limited to the provisions of Section 2.13) generally applicable to Commissioners shall apply to Alternate Commissioners as well, provided that the First Alternate Commissioner shall be entitled to vote at a meeting only if less than seven Commissioners are present at such meeting and the Second Alternate Commissioner shall be entitled to vote at a meeting only if less than six Commissioners are present at such meeting. ARTICLE III OFFICERS AND EMPLOYEES` Section 111.1 Chair, Vice Chair and Secretary. The Authority Commission shall annually elect a Commissioner to act as Chair, and a Commissioner to act as Vice Chair, of the Authority. Such officers shall serve at the pleasure of the Authority Commission and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected. The Chair shall preside over all meetings of the Authority Commission and shall perform such other duties as may be imposed by the Authority Commission. The Vice Chair shall perform all of the Chair's duties in the absence of the Chair. The City Clerk of West Hollywood, or such other officer of a Contracting. Party as the Authority Commission may designate by resolution, shall act ex officio as Secretary of the Authority and shall perform such duties as may be imposed by the Authority Commission. The Secretary shall cause a copy of this Agreement to be filed with the California Secretary of State pursuant to Section 6503.5 of the Joint Powers Act, and shall cause to be filed with the California Secretary of State and with the County Clerk of Los Angeles County the information required by Section 53051 of the Government Code of the State. Section III.2 Auditor and Treasurer, Assistant Auditor and Treasurer. The Director of Finance of Lake Forest (being the officer performing the duties of city 11173 \0001 \618109.3 treasurer of Lake Forest) is hereby designated as the Auditor and Treasurer of the Authority. The Authority Commission may by resolution designate another officer or officers of a Contracting Party as Auditor and Treasurer of the Authority. The Auditor shall draw warrants to pay demands against the Authority when the demands have been approved by the Chief Administrative Officer of the Authority or his or her designee. The Treasurer shall be the depository, shall have custody of all of the accounts, funds and money of the Authority from whatever source, shall have the duties and obligations set forth in Sections 6505 and 6505.5 of the Joint Powers Act and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. The Treasurer shall make arrangements with a certified public accountant or firm of certified public accountants for the annual audit of accounts and records of the Authority, except that the Treasurer need not make or contract for such audit in any case where an annual audit of the accounts and records of the Authority by a certified public accountant or public accountant is otherwise made by an agency of the State or the United States only as to such accounts and records which are directly subject to such federal or State audit. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State and shall conform to generally accepted auditing standards. Where an audit of an account and records is made by a certified public accountant or public accountant, the Treasurer shall cause a report thereof to be filed as public records with each of the Contracting Parties and also with the county auditor of the county in which each of the Contracting Parties is located. Such report shall be filed within six months of the end of the Fiscal Year or Fiscal Years under examination. Any costs of the audit, including contracts with or employment of certified public accountants or public, accountants in making an audit pursuant to this Section 3.02, shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for such purpose. By unanimous request of the Authority Commission, the Authority may replace the annual special audit with an audit covering a two-year period. Notwithstanding the foregoing provisions of this Section 3.02, the Authority shall be exempt from the requirement of an annual audit if the financial statements are audited by the State Controller to satisfy federal audit requirements. The Authority Commission may by resolution designate an officer or officers of a Contracting Party as Assistant Auditor and Assistant Treasurer of the Authority. The Assistant Auditor and Assistant Treasurer shall perform all of the duties of the Auditor and Treasurer, respectively, in the latter's absence. Section III.3 Officers in Charge of Authority Property. Pursuant to Section 6505.1 of the Joint Powers Act, the Treasurer and the Assistant Treasurer shall have 11173 \0001 \618109.3 -8- charge of, handle and have access to any property of the Authority, and shall file official bonds with the Secretary in amounts at least equal to the respective amounts provided for such officers as officers of a Contracting Party. Section I1I.4 Indemnification; Insurance. To the extent permitted by law, the Contracting Parties hereby severally assume liability for, and hereby agree to indemnify, protect, save and keep harmless the Treasurer and Assistant Treasurer and their respective successors from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, such officers at any time in any way relating to or arising out of the performance of such officers' duties under this Agreement; provided, however, that the Contracting Parties shall not be required to indemnify such officers against such officers' own negligence or willful misconduct or the negligence or willful misconduct of such officers' employees. The indemnities contained in this Section shall survive the removal or resignation of the Treasurer or the Assistant Treasurer or the termination of this Agreement. The Authority may purchase and maintain insurance on behalf of any officer of the Authority against any liability asserted against or incurred by the officer in such capacity or arising out of the officer's status as such whether or not the Authority would have the power to indemnify the officer against liability under the provisions of this Section 3.04. Section III.5 Additional Staffing. The Contracting Party of which the Secretary is an officer shall provide staffing and administrative services to the Authority to the extent required by the Authority in order to perform its duties under this Agreement. The Finance Director of West Hollywood, or such other officer of a Contracting party as the Authority Commission may designate by resolution, shall serve as the Chief Administrative' Officer of the Authority. All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activities of officers, agents or employees of a Contracting Party when performing their respective functions within the territorial limits of their respective public agencies shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties extraterritorially under the provisions of this Agreement. None of the officers, agents, or employees directly employed by the Authority Commission shall be deemed, solely by reason of their employment by the Authority Commission, to be employed by any of the Contracting Parties or to be subject 1117310001\618109.3 to any of the requirements of any of the Contracting Parties. Section III.6 Assistant Officers. The Authority Commission may appoint such assistants to act in the place of the Secretary or other officers of the Authority (other than any member of the Authority Commission) as the Authority Commission shall from time to time deem appropriate. ARTICLE IV POWERS Section IV.1 General Powers. The Authority shall exercise in the manner herein, provided the powers common to the Contracting Parties and necessary to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.03. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of said common powers, including but not limited to the following: to make and enter into contracts; to employ agents and employees; to acquire, hold or dispose of property; to incur debts, liabilities or obligations; and to sue and be sued in its own name. The Authority shall have the power to contract with such persons as may be necessary for the purposes of this Agreement, including without limitation an investment adviser, a custodian and a legal adviser. Section IV.2 Specific Powers. The Authority shall have all of the powers specified in the Joint Powers Act and the Investment Law with respect to the investment of public moneys, subject to the limitations set forth in Article V hereof Section IV.3 Restrictions on Exercise of Powers. The powers of the Authority shall be exercised in the manner provided in the Joint Powers Act and in the Investment Law and shall be subject (in accordance with Section 6509 of the Joint Powers Act) to the restrictions upon the manner of exercising such powers that are imposed upon West Hollywood in the exercise of similar powers. Section IV.4 Obligations of Authority Only. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any of the Contracting Parties; provided that the Authority is authorized to use moneys provided by the Contracting Parties pursuant to Section 5.02, and the investment earnings derived 11173 \0001 \618109.3 -10- from such moneys, to pay the costs of the investment program established by this Agreement. ARTICLE V INVESTMENTS Section V.1 Investment Policy. As soon as practicable following the execution of this Agreement by the Cities, the Authority Commission shall adopt an Investment Policy. The Secretary shall provide a copy of such Investment Policy to each Contracting Party and to the Investment Adviser. The Investment Advisory Board may change the Investment Policy from time to time; provided that the Authority Commission shall consider such Investment Policy, and any changes thereto, at a public meeting at the times and in the manner prescribed by Section 53646 of the Government Code of the State; and provided further that no change to the Investment Policy shall become effective until 30 days after notice thereof has been given to each Contracting Party and to the Investment Adviser. Section V.2 Investments by Contracting Parties. If the treasurer of any Contracting Party, or other official responsible for the funds of the Contracting Party, determines that the Contracting Party has surplus funds which are not required for immediate use, such treasurer or other official may provide such surplus funds to the Treasurer, or to any custodian with which the Authority has contracted pursuant to Section 4.01, for the purpose of investment pursuant to this Agreement. Section V.3 Permitted Investments. Moneys provided pursuant to Section 5.02 shall be invested solely in accordance with the Investment Law and the Investment Policy. Section V.4 Apportionment of Investment Earnings; Administrative Costs. The Treasurer shall, no less frequently than monthly, apportion or cause the Investment Adviser to apportion any interest or other increment derived from the investment of funds pursuant to Section 5.03 in an amount proportionate to the average daily balance of the amounts provided by each Contracting Party. Prior to distributing that interest or increment, the Treasurer may deduct or cause the Investment Adviser to deduct the actual costs incurred by the Authority in administering such investments in proportion to the average daily balance of the amounts provided by the Contracting Party. Section V.5 Monthly Reports. The Treasurer shall render or cause the Investment Adviser to render to each Contracting Party a statement showing the amount 11173 \0001 \618109.3 of accrued interest or other increment apportioned to such Contracting Party for the preceding month. Section V.6 Rules for Investment and Payment of Funds. The Authority Commission shall adopt rules and procedures for the investment of moneys by, and the payment of moneys to, Contracting Parties. The Secretary shall provide a copy of such rules and procedures to each Contracting Party and to the Investment Adviser, and such rules and procedures shall be binding upon the Contracting Parties. Section V.7 Moneys Not Subject to Impoundment; Temporary Suspension of Payments. Any moneys provided pursuant to Section 5.02 are not subject to impoundment or seizure by the Authority or any officer or agent thereof while the moneys are held by or on behalf of the Authority; provided that the rules and procedures adopted pursuant to Section 5.06 may provide for the temporary suspension or postponement of payments to Contracting Parties in any period (a) during which trading in fixed income securities generally in any national trading market shall have been suspended or minimum prices or maximum daily charges shall have been established on such exchange or market, (b) a general banking moratorium shall have been declared by federal or California authorities or (c) there shall have occurred any outbreak, or material escalation, of hostilities, or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it impracticable to dispose of investment property because of the substantial losses which might be incurred or to determine the value of such investment property. No moneys provided pursuant to Section 5.02, nor the investment earnings derived from such moneys, shall be accounted for by the Authority in any manner that might cause such moneys or investment earnings to become assets or liabilities of the Authority; provided that such moneys and investment earnings may be used by the Authority to pay the costs of the investment program established by this Agreement. Section V.8 Investments of Authority Funds. The Authority shall have the power to invest moneys in its treasury (other than moneys provided by a Contracting Party and the earnings on such moneys) in the same manner and upon the same conditions as Local Agencies pursuant to the Investment Law and in accordance with the Investment Policy. ARTICLE VI CONTRIBUTIONS; ACCOUNTS AND REPORTS; FUNDS Section VI.1 Contributions. In addition to the moneys described in Section 5.02, the Contracting Parties may, but are not required to (a) make contributions from their treasuries for any of the purposes set forth herein, (b) make payments of public 11173 \0001 \618109.3 -12- funds to defray the cost of such purposes, (c) make advances of public funds for such purposes, such advances to be repaid as provided herein, or (d) use their personnel, equipment or property in lieu of other contributions or advances. Section VI.2 Accounts and Reports. The Treasurer shall establish and maintain, and shall cause the Investment Adviser and any custodian with which the Authority has contracted pursuant to Section 4.01 to establish and maintain, such funds and accounts as may be required by generally accepted accounting practice. The books and records of the Authority in the hands of the Treasurer or the Investment Adviser shall be open to inspection at all reasonable times by representatives of any of the Contracting Parties. The Treasurer within 120 days after the close of each Fiscal Year shall give or shall cause an Investment Adviser to give a complete written report of all financial activities for such Fiscal Year to each of the Contracting Parties. The Treasurer shall also render the reports specified in Section 53646 of the Government Code of the State and such other reports as the Authority Commission or the Investment Advisory Board may require. Section VI.3 Funds. Subject to the provisions of any contract entered into by the Authority with an investment adviser or a custodian pursuant to Section 4.01, the Treasurer shall receive, have the custody of and disburse Authority funds (a) pursuant to the accounting procedures developed under Section 6.02 and (b) as nearly as possible in accordance with generally accepted accounting principles and shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement. Section VI.4 Administrative Expenses. The Authority Commission shall, to the extent required by law, adopt an annual budget for administrative expenses. The Investment Advisory Board may, subject to the approval of the Authority Commission, also adopt an annual budget for administrative expenses. ` Such administrative expenses shall be paid from the Authority's funds, as determined by the Authority Commission, or, if necessary, allocated by the Authority Commission to the Contracting Parties equally or in such proportion as the Authority Commission may determine. ARTICLE VII TERM Section VII.1 Term. (a) This Agreement shall become effective when it has been executed by both West Hollywood and Lake Forest and shall continue in full force and effect until rescinded or terminated in the manner hereinafter set forth. 11173 \0001 \618109.3 -13- (b) This Agreement may be rescinded or teirinated at any time by resolution of the respective governing bodies of all of the Contracting Parties. (c) The provisions of this Section 7.01 shall not limit the right of a Contracting Party to withdraw from this Agreement pursuant to Section 8.02. Section VII.2 Disposition of Property Upon Termination. Upon termination of this Agreement, any property acquired by the Authority under this Agreement shall be distributed among the Contracting Parties in accordance with the respective contributions of each of said Contracting Parties to the cost of said property. Section VIL3 Disposition of Funds Upon Termination. Upon termination of this Agreement, any money in possession of the Authority after the payment of all costs, expenses and charges validly incurred under this Agreement shall be returned to the Contracting Parties in proportion to their contributions and deposits for investment determined as of the time of termination. ARTICLE VIII MISCELLANEOUS PROVISIONS Section VIII.1 Additional Contracting Parties. In addition to the Cities, any Local Agency within the State may become a Contracting Party. The addition of any new Contracting Party shall become effective upon the execution on behalf of such Contracting Party of a counterpart (which may be modified to provide for the signature of such Contracting Party) of this Agreement and the delivery of such executed counterpart to the Secretary and to the Investment Adviser. Section VIII.2 Withdrawal of Contracting Party. Any Contracting Party may withdraw from this Agreement upon written notice to the Authority and to the Investment Adviser; provided however, that no such withdrawal shall result in the dissolution of the Authority so long as any obligations of the Authority remain outstanding. Any such withdrawal shall be effective only upon receipt of notice of withdrawal by the Authority and the filing of the notice as an amendment to this Agreement. The Secretary shall give notice of such amendment to all Contracting Parties; provided that the limitations contained in Section 8.03 shall not apply to an amendment made pursuant to this Section 8.02. 11173\0001\618109.3 -14- Section VIII.3 Amendment. This Agreement may be amended upon the filing with the Secretary and the Investment Adviser of (a) a written request of the Investment Advisory Board or of any Contracting Party and (b) the written consent of a majority of the Contracting Parties; provided that no amendment pursuant to this Section 8.03 shall become effective until 30 days after the Secretary shall have given notice of such amendment to all Contracting Parties. Section VIII.4 Agreement Not Exclusive. This Agreement is intended to provide an alternative method of investing surplus money of the Contracting Parties. Nothing herein shall be construed as a limitation on the power of any Contracting Party to invest its money independently of the Authority in any securities permitted by law. Section VIII.5 Notices. Any notice, request, or other communication under this Agreement shall be given by first class mail or personal delivery to the party entitled thereto, or by telecopy, facsimile transmission or other form of telecommunication. Unless otherwise provided herein, notice shall be effective either (i) upon transmission by telecopy, facsimile transmission or other form of telecommunication, provided a telephonic advice of such transmission is provided; (ii) 48 hours after deposit in the United States mail, postage prepaid; or (iii) in the case of personal delivery to any person, upon actual receipt. Section VIII.6 Section Headings. All section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing the language in the section referred to or to define or limit the scope of any provision of this Agreement. Section VIIL7 Law Governing. This Agreement is made in the State of California under the constitution and laws of the State, and is to be so construed. Section VIII.8 Severability. Should any portion of this Agreement be held by any court of competent jurisdiction to be invalid, unenforceable, void or voidable for any reason whatsoever, the validity and enforceability of the remaining portions shall not be affected thereby. Section VIII.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 11173 \0001 \618109.3 -15- Section 8.10 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective Contracting Parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized on the respective dates shown below. Date: 1997 CITY OF WEST HOLLYWOOD ATTEST: By: Mayor APPROVED AS TO FORM: City Clerk City Attorney Date: , 1997 CITY OF LAKE FOREST By: Mayor ATTEST: APPROVED AS TO FORM: City Clerk City Attorney DATE: , 2000 CITY OF ALAMEDA ATTEST: City Clerk By: Mayor APPROVED AS TO FORM: 11173\00011618109.3 -16- I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Council of the City of Alameda in regular meeting assembled on the 19th day of December , 2000, by the following vote to wit: AYES: Councilmembers Daysog, DeWitt, Johnson, Kerr and Mayor Appezzato - 5. NOES: ABSENT: None. None. ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 20th day of December , 2000. Diane Felsch, City Clerk City of Alameda