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RESOLUTION NO. 2013-013 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF THE <br />SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY <br />APPROVING AND AUTHORIZING EXECUTION AND <br />DELIVERY OF (1) A SETTLEMENT AGREEMENT AND <br />GENERAL RELEASE BY AND AMONG THE <br />AUTHORITY, B.D. CARNAHAN MANAGEMENT <br />SERVICES, INC. AND BILL D. CARNAHAN; AND (2) AN <br />EMPLOYMENT AGREEMENT BY AND BETWEEN THE <br />AUTHORITY AND BILL D. CARNAHAN, ALL RELATED <br />TO BILL D. CARNAHAN'S SERVICE AND <br />EMPLOYMENT AS EXECUTIVE DIRECTOR OF THE <br />AUTHORITY; AND AUTHORIZING OTHER ACTIONS <br />NECESSARY AND APPROPRIATE TO GIVE EFFECT TO <br />EACH OF THE AFORESAID AGREEMENTS. <br />WHEREAS, the Southern California Public Power Authority ("the Authority") is a public <br />entity duly organized and existing under the Joint Exercise of Powers Act (Cal. Govt. Code § <br />6500 et seq.) pursuant to a Joint Powers Agreement ("JPA") entered into by and among the <br />Cities of Anaheim, Azusa, Banning, Burbank, Cerritos, Colton, Glendale, Los Angeles, <br />Pasadena, Riverside and Vernon, and the Imperial Irrigation District (collectively, "Members"), <br />with authority to engage in various activities supportive of the Members' electric utilities; and <br />WHEREAS, pursuant to a Management Consulting Agreement dated March 13, 2000 <br />("Consulting Agreement"), between the Authority and B.D. Carnahan Management Services, <br />Inc. ("BDCMS"), as well as pursuant to Resolution No. 2000-9 of the Authority's Board of <br />Directors ("Board"), Bill D. Carnahan ("Carnahan") has served as the Executive Director and <br />Treasurer/Auditor of the Authority as an "independent contractor," which as amended has <br />continuously remained in effect through the date hereof; and <br />WHEREAS, immediately prior to the effective date of the Consulting Agreement, <br />Carnahan retired from his position with the City of Riverside as its Public Utilities Director and <br />began receiving a monthly retirement allowance from the California Public Employees <br />Retirement System ("Ca1PERS") as a Ca1PERS annuitant; and <br />WHEREAS, at all relevant times, the Authority itself had a contract with CalPERS under <br />which the Authority provided retirement benefits to its employees, but because Carnahan was <br />treated as an independent contractor rather than as an employee of the Authority he was not <br />enrolled as a member of Ca1PERS and no member or employer contributions were made to <br />CaIPERS on account of payments made to BDCMS for services rendered; and <br />WHEREAS, the Authority, the Board, BDCMS and Carnahan all relied on expert advice <br />that indicated the aforesaid arrangement was legally permissible; and <br />