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Agmt 2007 EBRCSA
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Agmt 2007 EBRCSA
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Last modified
7/20/2012 5:21:29 PM
Creation date
8/1/2007 11:59:50 AM
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CM City Clerk-City Council
CM City Clerk-City Council - Document Type
Agreement
Document Date (6)
7/30/2007
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PERM
Document Relationships
Reso 2007-109
(Approved by)
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\City Clerk\City Council\Resolutions\2007
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a. The Directors, officers, and employees of the Authority shall use ordinary care and <br /> reasonable diligence in the exercise of their powers, and in the performance of their <br /> duties pursuant to this Agreement. They shall not be liable to the Members for any <br /> mistake of judgment or other action made, taken, or omitted by them in good faith, nor for <br /> any action made, taken, or omitted by any agent, employee, or independent contractor <br /> selected with reasonable care, nor for loss incurred through the investment of the <br /> Authority's funds, or failure to invest the same. <br /> b. To the extent authorized by California law, no Director, officer, or employee of the Authority <br /> shall be responsible for any action made, taken, or omitted, by any other member of the <br /> Board, officer, or employee. No member of the Board, officer, or employee of the Authority <br /> shall be required to give a bond or other security to guarantee the faithful performance of <br /> his or her duties pursuant to this Agreement, except as provided in Subsection 6.d (2). <br /> c. The funds of the Authority shall be used to defend, indemnity, and hold harmless the <br /> Authority and Director, officer, or employee of the Authority for actions taken in good faith <br /> and within the scope of his or her authority. Nothing herein shall limit the right of the <br /> Authority to purchase insurance to provide coverage for the foregoing indemnity. <br /> 11. Rules. The Board may adopt, from time to time, such policies, procedures, bylaws, rules and <br /> regulations for the conduct of the Authority's affairs as the Board deems necessary and appropriate. <br /> 12. Disposition of Property upon Termination. In the event of termination of the Authority pursuant <br /> to Section 3 herein and where there will be a successor public entity which will carry on the functions of <br /> the Authority and assume its assets and liabilities, the assets of the Authority shall be transferred to the <br /> successor public entity. If upon termination pursuant to Section 3, there is no surPssor public entity <br /> which will carry on the functions of the Authority and assume its assets, the assets shall be returned to <br /> the Members as follows: (a) all real property and any improvements thereon shall be conveyed to the <br /> Member which owned the property prior to the formation of the Authority, and (b) all other assets shall <br /> be divided among the Members in proportion to their respective contributions during the tern of this <br /> Agreement. If upon termination pursuant to Section 3, there is a successor public entity which will carry <br /> on some of the functions of the Authority and assume some of the assets, the Authority's Board shall <br /> allocate the assets between the successor public entity and the Members. <br /> 13. New Parties and Termination and Withdrawal of Existing Parties. The Board shall have <br /> plenary authority to establish rules, standards and charges for the admission of new parties to this <br /> Agreement and for the termination and withdrawal of existing parties to this Agreement, subject to the <br /> provisions set forth in this Agreement. Admission of a new member shall not require amendment to this <br /> Agreement. New parties may become members an any conditions prescribed by the Board including <br /> payment of special fees and charges. The Board shall further have plenary authority to establish <br /> conditions for non - member Subscribers to the EBRCS Project whether such non - member Subscribers <br /> are or are not public entities. In the event that a Member seeks to withdraw from the Authority prior to <br /> issuance of bonds or other instruments of indebtedness, the withdrawing Member shall be charged an <br /> amount which shall represent a fair and equitable pro rata share of the costs, expenses and obligations <br /> incurred by the Authority at that time, as determined by the Board. <br /> Joint Exercise of Powers Agreement for the <br /> East Bay Regional Communications System Authority <br /> Final Agreement: August 14, 2007 Page 9 of 10 <br />
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