2000 - San Gabriel Valley Council of Gov. - Joint Powers Authority Agreements SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
A JOINT POWERS AUTHORITY
FOURTH AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
EFFECTIVE i41.3
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TABLE OF CONTENTS
Page No.
Section 1. Recitals I
Section 2. Creation of Separate Legal Entity 2
Section 3. Name. 2
Section 4. Purpose and Powers of the Council. 2
a. Purpose of Council 2
b. Common Powers 2
c. Exercise of Powers 4
Section 5. Creation of Governing Board 4
a. Designation of Governing Board Representatives 4
b. Designation of Alternate Governing Board Representatives 4
c. Eligibility 5
Section 6. Use of Public Funds and Property 5
Section 7. Functioning of Governing Board 5
a. Voting and Participation 5
b. Proxy Voting 5
c. Quorum 5
d. Committees 5
e. Actions 6
Section 8. Duties of the Governing Board 6
Section 9. Roberts Rules of Order 6
Section 10. Meetings of Governing Board 6
Section II. Election of President and Vice-President 6
Section 12. Executive Director 6
Section 13. Designation of Treasurer and Auditor 7
Section 14. Council Treasurer 7
Section 15. Designation of Other Officers and Employees 7
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Section 16. Obligations of Council 7
Section 17. Control and Investment of Council Funds 7
Section 18. Implementation Agreements 7
Section 19. Term 8
Section 20. Application of Laws to Council Functions 8
Section 21. Members. 8
a. Withdrawal 8
b. Non-Payment of Dues 8
c. Admitting Eligible Members 9
d. Admitting New Members 9
Section 22. Interference With Function of Members 9
Section 23. Dues of Members 9
Section 24. Disposition of Assets 10
Section 25. Amendment 10
Section 26. Effective Date 10
Section 27. Capital Projects and Construction 10
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FOURTH AMENDED AND RESTATED JOINT EXERCISE OF POWERS
AGREEMENT OF THE "SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS"
(A JOINT POWERS AUTHORITY)
This Fourth Amended and Restated Joint Exercise of Powers Agreement("Agreement") is
made and entered into by and between the public entities(individually,"Member"and collectively,
"Members") whose names are set forth on Exhibit A, attached hereto and incorporated herein by
this reference, pursuant to Section 6500, et seq. of the Government Code and other applicable law:
WITNESSETH:
The parties hereto do agree as follows:
Section I. Recitals. This Agreement is made and entered into with respect to the following
facts:
a. Historically,the San Gabriel Valley Council of Governments,formerly known as the San
Gabriel Valley Association of Cities, an unincorporated association, played a valuable role in serving as a
forum for the exchange of ideas and information among its Member cities; however, the growing need for
the cities in the San Gabriel Valley to develop and implement their own subregional policies and plans and
voluntarily and cooperatively resolve differences among themselves required a more representative and
formal structure;
b. There is further a growing need for the cities in the San Gabriel Valley to involve the
unincorporated areas of Los Angeles County (the "County") and other public agencies located in the San
Gabriel Valley in the development and implementation of subregional policies, plans, and projects, and in
the voluntary and cooperative resolution of differences between the cities, public agencies and the
unincorporated areas.
c. The public interest requires a joint powers agency to conduct studies and projects designed
to improve and coordinate the common governmental responsibilities and services on an area-wide and
subregional basis through the establishment of a council of governments;
d. The public interest requires that an agency explore areas of inter-governmental
cooperation and coordination of government programs and provide recommendations and solutions to
problems of common and general concern to its Members;
e. The public interest requires that an agency with the aforementioned goals not possess the
authority to compel any of its Members to conduct any activities or implement any plans or strategies that
they do not wish to undertake (except for the payment of dues);
f Each Member is a public agency as defined by Section 6500 of the Government Code;
g. Each Member, by and through its legislative body, has determined that a subregional
organization in the San Gabriel Valley is required in furtherance of the public interest, necessity and
Fourth Amended JPA.2017 _I_
convenience to assist in planning, voluntary coordination and implementing projects among the cities,
unincorporated areas and other public agencies; and
h. Each Member, by and through its legislative body,has independently determined that the
public interest, convenience and necessity requires the execution of this Agreement by and on behalf of each
such Member.
i. This Fourth Amended and Restated Joint Exercise of Powers Agreement of the San
Gabriel Valley Council of Governments is intended to supersede and replace the Third Amended and
Restated Joint Exercise of Powers Agreement dated March 12, 2007, as amended by Amendment One,
effective on May 9, 2008.
Section 2. Creation of Separate Legal Entity. It is the intention of the Members to create,
by means of this Agreement, a separate legal entity within the meaning of Section 6503.5 of the
Government Code. Accordingly, there is hereby created a separate legal entity which shall
exercise its powers in accordance with the provisions of this Agreement and applicable law.
Section 3. Name. The name of the said separate legal entity shall be the San Gabriel
Valley Council of Governments ("Council").
Section 4. Purpose and Powers of the Council.
a. Purpose of Council. The purpose of the creation of the Council is to provide a vehicle for
the Members to voluntarily engage in regional and cooperative planning and coordination of government
services and responsibilities to assist the Members in the conduct of their affairs, including the ability to
design and construct public works projects to benefit the region or individual Members. It is the clear intent
among Members that the Council shall not possess the authority to compel any of its Members to conduct
any activities or implement any plans or strategies that they do not wish to undertake(except for the payment
of dues). The goal and intent of the Council is one of voluntary cooperation among Members for the
collective benefit of cities, other public agencies and unincorporated areas in the San Gabriel Valley.
b. Common Powers. The Council shall have, and may exercise, the following powers:
(1) Serve as an advocate in representing the Members of the Council at
the regional, state and federal levels on issues of importance to the
San Gabriel Valley;
(2) Serve as a forum for the review, consideration, study, development
and recommendation of public policies and plans with regional
significance;
(3) Assemble information helpful in the consideration of problems
peculiar to the Members;
(4) Utilize Member resources or presently existing single purpose
public and public/private groups to carry out its programs and
projects;
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(5) Explore practical avenues for voluntary intergovernmental
cooperation, coordination and action in the interest of local public
welfare and improving the administration of governmental services;
(6) Assist in coordinating subregional planning efforts and in resolving
conflicts among the cities,other public agencies,and unincorporated
areas in the San Gabriel Valley as they work toward achieving
planning goals;
(7) Build a consensus among the Members on the implementation of
policies and programs for addressing subregional and regional
issues;
(8) Serve as a mechanism for obtaining state,federal and regional grants
to assist in financing the expenditures of the Council;
(9) Make and enter into contracts, including contracts for the services
of engineers, consultants, planners, attorneys, contractors, and
single purpose public/private groups;
(10) Employ agents, officers and employees;
(11) Apply for, receive and administer a grant or grants under any
federal, state, or regional programs;
(12) Receive gifts, contributions and donations of property, funds,
services and other forms of financial assistance from persons, firms,
corporations and any governmental entity;
(13) Lease, manage, maintain, and operate any buildings, works, or
improvements;
(14) Delegate some or all of its powers to the Executive Director as
hereinafter provided; and
(15) To make and enter into contracts for the services of engineers,
consultants, planners, and single purpose public or private groups,
including contracts for design, materials and public works
construction contracts, on behalf of and in the name of the Council;
(16) To acquire, by purchase or eminent domain, construct, reconstruct,
rehabilitate, maintain in whole or in part,dispose of in whole or part
on behalf of and in the name of the Council, land, facilities and
appurtenances necessary or convenient for the completion of the
public works construction projects approved by the Governing
Board of the Council;
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(17) To provide for or obtain insurance for the Council and its Members,
and their agents, officers, and employees and contract for risk
management services;
(18) Borrow money, incur indebtedness and/or issue bonds pursuant to
the Constitution of the State of California and any of the laws of the
State of California and to exercise any implied power necessary to
exercise the express powers provided for in this subparagraph 15,
provided, however, that any borrowing hereunder shall be for the
purpose of financing construction projects approved by the
Governing Board and shall be repaid solely from funds pledged or
otherwise designated for such projects. Borrowings authorized
hereunder shall be in the name of the Council and shall be subject to
Section 16 of this Agreement.
c. Exercise of Powers. The Council shall, in addition, have all implied powers necessary to
perform its functions. It shall exercise its powers only in a manner consistent with the provisions of applicable
law, this Agreement and the Bylaws. For the purposes of determining the restrictions to be imposed on the
Council in its manner of exercising its powers pursuant to Government Code section 6509, reference shall
be made to, and the Council shall observe, the restrictions imposed upon the City of West Covina, a general
law city.
Section 5. Creation of Governing Board. There is hereby created a Governing Board for
the Council ("Governing Board") to conduct the affairs of the Council. The Governing Board
shall be constituted as follows:
a. Designation of Governing Board Representatives. Except with regard to the County, one
person, who is a resident of the San Gabriel Valley, shall be designated as a representative to the Governing
Board by the legislative body of each of the Members ("Governing Board Representative"). The County, in
its sole discretion but subject to the requirement that it shall pay dues and assume all obligations under this
Agreement in proportion to the number of its Representatives, shall have one, two or three Governing Board
Representatives. The Governing Board Representative(s)for the County shall reside in and/or represent one
of the First,Fourth or Fifth Supervisorial Districts and shall be selected by the respective County Supervisor.
No Member shall be entitled to "ex officio" non-voting representation on the Governing Board; however,
the Governing Board, at its sole discretion, may allow "ex officio" non-voting representation from public
entities that arc not Members.
b. Designation of Alternate Governing Board Representatives. Except with regard to the
County, one person, who shall be a resident of the San Gabriel Valley, shall be designated as an alternate
representative to the Governing Board by the legislative body of each of the Members("Alternate Governing
Board Representative"). The County shall have one, two or three Alternate Governing Board
Representatives, each acting as an alternate for only one of the First, Fourth and/or Fifth Supervisorial
Districts.The Alternate Governing Board Representative(s) for the County shall be selected by the respective
County Supervisor(s) for the First, Fourth or Fifth Supervisorial Districts and shall reside in and/or represent
that same Supervisorial District.
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c. Eligibility. No person shall be eligible to serve as a Governing Board Representative or
an Alternate Governing Board Representative unless that person is, at all times during the tenure of that
person as a Governing Board Representative or Alternate Governing Board Representative,either a member
of the legislative body of the appointing Members for city Members or an elected official of a public agency
for public agency Members, except that Governing Board Representatives and Alternate Governing Board
Representatives for the County do not have to be members of any legislative body but shall serve at the
pleasure of their respective County Supervisors. Should any person serving on the Governing Board fail to
maintain the status as required by this Section 5, that person's position on the Governing Board shall be
deemed vacated as of the date such person ceases to qualify pursuant to the provisions of this Section 5 and
the Member shall be entitled to appoint a qualified replacement.
Section 6. Use of Public Funds and Property. The Council shall be empowered to utilize
for its purposes, public and/or private funds, property and other resources received from the
Members and/or from other sources. Subject to the approval of the Governing Board of the
Council, the Members shall participate in the funding of the Council in such a manner as the
Governing Board shall prescribe,subject to the provisions of Section 23 of this Agreement. Where
applicable,the Governing Board of the Council may permit one or more of the Members to provide
in kind services, including the use of property, in lieu of devoting cash to the funding of the
Council's activities.
Section 7. Functioning of Governing Board.
a. Voting and Participation. Each Member may cast only one vote for each issue before the
Governing Board through its representative except that each Governing Board Representative for the County
may cast one vote which shall be independent of and separate from the vote of any other Governing Board
Representative for the County. An Alternate Governing Board Representative may participate or vote in the
proceedings of the Governing Board only in the absence of the respective Governing Board Representative.
Governing Board Representatives and Alternate Governing Board Representatives seated on the Governing
Board shall be entitled to participate in and vote on matters pending before the Governing Board only if such
person is physically present at the meeting of the Governing Board and if the Member which that Governing
Board Representative or Alternate Governing Board Representative represents has timely and fully paid dues
as required by this Agreement and the Bylaws. Each Governing Board Representative (or the Alternate
Governing Board Representative) for the County who is physically present at the meeting of the Governing
Board shall be entitled to participate in and vote on matters pending before the Governing Board without
regard to the attendance or vote of any of the other Governing Board Representatives for the County if all
dues owed by the County for the Supervisorial District of said Governing Board Representative are timely
and fully paid as required by this Agreement and the Bylaws.
b. Proxy Voting. No absentee or proxy voting shall be permitted.
c. Quorum. A quorum of the Governing Board shall consist of not less than fifty percent
(50%)plus one(1) of its total voting membership.
d. Committees. As needed, the Governing Board may create permanent or ad hoc advisory
committees to give advice to the Governing Board on such matters as may be referred to such committees
by the Governing Board. All committees shall have a stated purpose before they are formed. Such a
committee shall remain in existence until it is dissolved by the Governing Board. Qualified persons shall be
Fourth Amended ll'A.2017 _5.
appointed to such committees by the pleasure of the Governing Board. Committees, unless otherwise
provided by law, this Agreement, the Bylaws or by direction of the Governing Board, may be composed of
representatives to the Governing Board and non-representatives to the Governing Board.
e. Actions. Actions taken by the Governing Board shall be by not less than fifty percent
(50%) plus one (1) of the voting Governing Board Representatives who are present with a quorum in
attendance, unless by a provision of applicable law, this Agreement, the Bylaws or by direction of the
Governing Board, a higher number of votes is required to carry a particular motion.
Section 8. Duties of the Governing Board. The Governing Board shall be deemed, for all
purposes,the policy making body of the Council. All of the powers of the Council,except as may
be expressly delegated to others pursuant to the provisions of applicable law, this Agreement,the
Bylaws or by direction of the Governing Board, shall be exercised by and through the Governing
Board.
Section 9. Robert's Rules of Order. The substance of Robert's Rules of Order shall apply
to proceedings of the Governing Board, except as may otherwise be provided by provisions of
applicable law, this Agreement, the Bylaws or by direction of the Governing Board.
Section 10. Meetings of Governing Board. The Governing Board shall, by means of the
adoption of Bylaws, establish the dates and times of regular meetings of the Governing Board.
The location of each such meeting shall be as directed by the Governing Board.
Section 11. Election of President and Vice-President. The President shall be the
chairperson of the Governing Board, shall conduct all meetings of the Governing Board and
perform such other duties and functions as required of such person by provisions of applicable
law, this Agreement, the Bylaws or by the direction of the Governing Board. The Vice-President
shall serve as President in the absence of the President and shall perform such duties as may be
required by provisions of applicable law, this Agreement, the Bylaws, or by the direction of the
Governing Board or the President. Additional officers of the Governing Board shall be as provided
in the Bylaws.
A Governing Board Representative shall be elected to the position of President of the
Governing Board, and a different Governing Board Representative shall be elected to the position
of Vice-President of the Governing Board at the first regular meeting of the Governing Board held
in May of each calendar year. The terms of office of the President and Vice-President shall
commence and expire on July 1.
If there is a vacancy, for any reason, in the position of President or Vice-President, the
officer in the next successive position shall fill that position for the remainder of the term, and
every successive officer below shall accordingly move up one position. Except as the Governing
Board by two thirds(2/3)vote may otherwise decide,the Governing Board shall forthwith conduct
an election to fill any remaining vacancy for the unexpired term of such prior incumbent, unless
the remaining term to be filled is three month or less.
Section 12. Executive Director. The Governing Board may appoint by a vote of fifty
percent (50%) plus one (1) of the total voting membership a qualified person to be Executive
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Director on any basis it desires including, but not limited to, a contract or employee basis. The
Executive Director shall be neither a Governing Board Representative,nor an Alternate Governing
Board Representative, nor an elected official of any Eligible Public Entity (as defined in Section
21 (c) of this Agreement). The Executive Director shall be the chief administrative officer of the
Council. The Executive Director shall serve at the pleasure of the Governing Board and may be
relieved from such position at any time, without cause, by a vote of fifty percent (50%) plus one
(1) of the total voting membership of the Governing Board taken at a regular, adjourned regular or
special meeting of the Governing Board. The Executive Director shall perform such duties as may
be imposed upon that person by provisions of applicable law, this Agreement, the Bylaws, or by
the direction of the Governing Board.
Section 13. Designation of Treasurer and Auditor. The Governing Board shall, in
accordance with applicable law,designate a qualified person to act as the Treasurer for the Council
and a qualified person to act as the Auditor of the Council. If the Governing Board so designates,
and in accordance with provisions of applicable law, a qualified person may hold both the office
of Treasurer and the office of Auditor of the Council. The compensation, if any, of a person or
persons holding the offices of Treasurer and/or Auditor shall be set by the Governing Board.
Section 14. Council Treasurer. The person holding the position of 'treasurer of the
Council shall have charge of the depositing and custody of all funds held by the Council. The
Treasurer shall perform such other duties as may be imposed by provisions of applicable law,
including those duties described in Section 6505.5 of the Government Code, and such duties as
may be required by the Governing Board. The Council's Auditor shall perform such functions as
may be required by provisions of applicable law,this Agreement,the Bylaws and by the direction
of the Governing Board.
Section 15. Designation of Other Officers and Employees. The Governing Board may
employ such other officers or employees as it deems appropriate and necessary to conduct the
affairs of the Council.
Section 16. Obligations of Council. The debts, liabilities and obligations of the Council
shall be the debts, liabilities or obligations of the Council alone. No Member of the Council shall
be responsible, directly or indirectly, for any obligation, debt or liability of the Council,
whatsoever, to the fullest extent allowed by law. No Member of the Council shall be responsible
for the debts or liabilities of any other Member solely by reason of Membership on the Council.
Implementation Agreements to provide for the design and/or construction of projects with
Members or other agencies ("Implementation Agreement") shall provide for indemnification of
the individual Members of the Council who are not parties to the Contracts.
Section 17. Control and Investment of Council Funds. The Governing Board shall adopt
a policy for the control and investment of its funds and shall require strict compliance with such
policy. The policy shall comply, in all respects, with all provisions of applicable law.
Section 18. Implementation Agreements. When authorized by the Governing Board,
affected Members may execute an Implementation Agreement for the purpose of authorizing the
Council to implement, manage and administer arca-wide and regional programs or projects in the
interest of the local public welfare. The costs incurred by the Council in implementing a program
Fourth Amended JPA.2017 _7_
or projects, including indirect costs, shall be assessed only to those Members who are parties to
that Implementation Agreement. Such Implementation Agreements shall provide for appropriate
insurance and indemnification by the parties to the Agreement for whom the local project is being
designed and/or built to protect the Council and all of its Members who are not parties to the
Implementation Agreement.
Section 19. Term. The Council created pursuant to this Agreement shall continue in
existence until such time as this Agreement is terminated. This Agreement may not be terminated
except by an affirmative vote of not less than fifty percent (50%) plus one (I) of the then total
voting membership of the Governing Board.
Section 20. Application of Laws to Council Functions. The Council shall comply with all
applicable laws in the conduct of its affairs, including, but not limited to, the Ralph M. Brown
Act. (Section 54950, et seq., of the Government Code.)
Section 21. Members.
a. Withdrawal. A Member may withdraw from the Council by filing its written notice of
withdrawal with the President of the Governing Board 60 days before the actual withdrawal. Such
withdrawal shall be effective at 12:00 o'clock a.m. on the last day of that 60-day period. The withdrawal of
a Member shall not in any way discharge, impair or modify the voluntarily-assumed obligations for the
withdrawn Member in existence as of the effective date of its withdraw-al. Withdrawal of a Member shall
not affect the remaining Members. Withdrawn Members shall not be entitled to any reimbursement of annual
dues paid. Withdrawal from any Implementation Agreement shall not be deemed withdrawal from the
Council. At a minimum, withdrawal from an Implementation Agreement shall not relieve the withdrawing
party from liability or obligations for any work undertaken pursuant to the Implementation Agreement
already completed, or partially completed. In addition to being entitled to completely withdraw from the
Council, the County may also partially withdraw and prospectively reduce its annual dues with a
corresponding reduction in its ability to participate in and vote on matters before the Governing Board by
filing a written notice of partial withdrawal with the President of the Governing Board 60 days before the
actual partial withdrawal. Such notice of partial withdrawal shall indicate which Supervisorial District(s)
shall remain active in the Council and which are being withdrawn and shall be effective at 12:00 o'clock a.m.
on the last day of that 60-day period. Partial withdrawal shall not change the rights and obligations of the
County under this Agreement except that the County shall no longer he able to participate in or vote on behalf
of the withdrawn Supervisorial District(s)on any matter before the Governing Board or Council committees.
b. Non-Payment of Dues. If a Member fails to pay dues within three months of its annual
dues assessment as required under Section 23 of this Agreement and the Bylaws, and after a 30-day written
notice is provided to that Member, the Member shall be deemed to be suspended from this Agreement and
the Council. When a Member is suspended, no representative of that Member shall participate or vote on
the Governing Board or any committee. Such a Member shall be readmitted only upon the payment of all
dues then owed by the Member, including dues incurred prior to the suspension and during the suspension.
In the case of the County, if the County fails to pay dues for one or more of its Supervisorial Districts within
three months of the County's annual dues assessment as required under Section 23 of this Agreement and
the Bylaws, and after a 30-day written notice is provided to the County, no representative of the delinquent
Supervisorial District(s) shall participate or vote on the Governing Board. The delinquent Supervisorial
District(s) shall be able to resume participation and voting on the Governing Board only upon the payment
Fourth Amended JPA.2017 _g_
of all dues then owed by the County on behalf of the delinquent Supervisorial District including dues incurred
prior to and during the period of non-payment by the County.
c. Admitting and Readmitting Eligible Members. Eligible public entities whose names are
set forth on Exhibit A to this Agreement ("Eligible Public Entities") shall be admitted to the Council by:
adopting this Agreement by majority vote of the legislative body of the Eligible Public Entity; properly
signing this Agreement; and paying in hill all dues owed for the then current fiscal year. Since the County
may be admitted to the Council with voting representatives from one, two or three Supervisorial Districts,
the dues to be paid by County will be based upon the number of Supervisorial Districts that will represent
the County in the Council. County, in its sole discretion,may be admitted to the Council with representation
from fewer than three Supervisorial Districts and may subsequently increase County's representation by one
or more additional Supervisorial Districts contingent only on payment in full at the time that any additional
Supervisorial District commences representation of the County of all dues for the then current fiscal year for
said Supervisorial District. An Eligible Public Entity may be admitted regardless of whether it adopted and
signed this Agreement before or after the Effective Date (as defined in Section 26 of this Agreement). An
Eligible Public Entity that has withdrawn from the Council in accordance with Section 21 may be readmitted
to the Council by adopting this Agreement or any subsequent version of this Agreement by a majority vote
of the legislative body of the Eligible Public Entity; properly signing this Agreement or any subsequent
version of this Agreement and paying in full all dues owed for the current fiscal year and any fiscal years for
which the Eligible Public Entity had been withdrawn from the Council. No vote of the Governing Board
shall be required to admit or readmit an Eligible Public Entity. County may reactivate representation by any
withdrawn Supervisorial District(as defined in this Section 21) by paying in full all dues owed for the then
current fiscal year and any fiscal years for which the Supervisorial District has been withdrawn and no vote
of the Governing Board shall be required for said reactivation.
d. Admitting New Members. New Members who are not Eligible Public Entities may be
admitted to the Council upon an affirmative vote of not less than fifty percent(50%)plus one(1) of the total
voting membership of the Governing Board provided that such a proposed new Member is a city or public
entity whose jurisdiction, or part thereof, lies within and/or immediately adjacent to, the San Gabriel Valley.
Admission shall be subject to such terms and conditions as the Governing Board may deem appropriate.
Section 22. Interference with Function of Members. The Governing Board shall not take
any action which constitutes all interference with the exercise of lawful powers by a Member of
the Council.
Section 23. Dues of Members. The Members of the Council shall he responsible for the
payment to the Council,annually,of dues for each fiscal year in the amounts periodically budgeted
by the Governing Board, as and for the operating costs of the Council as provided in the Bylaws.
The dues of any non-city and non-County Members of the Council shall be no more than the
maximum dues assessed to any of the city Members of the Council. An annual dues assessment
will be issued to all Members in July of each calendar year except that the annual dues assessment
for the County will be issued in July of each calendar year for those Supervisorial Districts whose
representation of the County began in the first six months of a Council fiscal year and in January
of the following calendar year for those whose representation of the County began in the last six
months of a Council fiscal year. Further, the annual dues assessment will also be issued each
January for any new Members, including Eligible Public Entities and other entities, who have
Fourth Amended JPA.20 17 _g_
become Members of the Council for the first time and whose membership commenced in the last
six months of a Council fiscal year.
Section 24. Disposition of Assets. Upon termination of this Agreement, after the payment
of all obligations of the Council, and subject to any grant funding restrictions or other funding
agreements, any assets remaining shall be distributed to the Members in proportion to the then
obligation of those Members' obligation to participate in the funding of the Council as provided
in Section 23 hereof.
Section 25. Amendment. This Agreement may be amended at any time with the consent
of fifty percent(50%) plus one(1) of all of the legislative bodies of the then parties hereto.
Section 26. Effective Date. The effective date ("Effective Date") of this Amended and
Restated Agreement shall be the first date on which fifty percent(50%)plus one(1)of the Eligible
Public Entities, whose names are set forth in Exhibit A, adopt this Agreement by a majority vote
of the legislative body of each Eligible Public Entity and sign this Agreement.
Section 27. Capital Projects and Construction.
a. The Council shall have the authority to plan, review, design, manage, oversee, monitor
and/or construct projects throughout the San Gabriel Valley as authorized in Section 4 of this Agreement. In
addition, the Council may contract with other public agencies within or outside of the San Gabriel Valley to
perform these functions outside of the San Gabriel Valley. Such projects will be determined by the
Governing Board. The management and implementation of these projects will be the ultimate responsibility
of the Executive Director.
b. The Governing Board of the Council previously formed the Alameda Corridor - East,
Gateway to America Construction Authority (the "ACE Construction Authority") to-implement a Project
known as the Alameda Corridor- East, Gateway to America Project(the"Project"), which was expected to
be of limited scope and duration. All responsibilities of the construction authority previously known as
Alameda Corridor - East, Gateway to America Construction Authority shall continue to be the
responsibilities of the Council. The ACE Project shall continue to completion and the Council will continue
to use the name ACE in connection with its capital projects until such time as the Governing Board takes
action to change identification of the Council's construction activities.
c. The Governing Board shall be advised regarding capital project and construction activities
by a Standing Policy Committee established pursuant to the Council By-Laws. Such capital project and
construction policy committee shall have a membership comprised of Council Governing Board members
selected to represent the Council as provided in the By-Laws.
d. Implementation Agreements between the Council and any of its Members or other
agencies shall provide for the agency or entity which will accept the project upon completion to properly
approve the plans and specifications for any such project designed by Council employees, agents or
contractors in order to ensure that all defenses and immunities available to public entities are fully preserved.
Insurance shall be purchased for any such project.
Fourth Amended JPA.2017 -10-
That the Members of this Joint Powers Agreement have caused this Fourth Amended and
Restated Agreement to be executed on their behalf, respectively, as follows:
PUBLIC AGENCY N L �,UY 5erneci /
7 2
Supervisor ay/Chairperson
ATTEST /1/70
Clerk pp
DATE I 2.1I 11
Fourth Amended JPA2017 -1 I-
EXHIBIT A
Eligible Public Entities
Alhambra
Arcadia Monrovia
Azusa Montebello
Baldwin Park Monterey Park
Bradbury Pasadena
Claremont Pomona
County of Los Angeles Rosemead
Covina San Dimas
Diamond Bar San Gabriel
Duarte San Gabriel Valley Water
Districts Joint Powers
El Monte Authority
Glendora Sierra Madre
Industry South El Monte
Irwindale South Pasadena
La Canada-Flintridge Temple City
La Puente Walnut
La Verne West Covina
Memorandum of Understanding
THE CALIFORNIA LONG -TERM ENERGY EFFICIENCY STRATEGIC PLAN (CEESP)
MEMORANDUM OF UNDERSTANDING
BETWEEN THE SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS AND THE CITY OF
ROSEMEAD
This Memorandum of Understanding (MOU) is entered into by and between the San Gabriel Valley
Council of Governments ( SGVCOG) and the City of Rosemead (CITY).
WHEREAS, the SGVCOG was established to have a unified voice to maximize resources and advocate
for regional and member interests to improve the quality of life in the San Gabriel Valley by the member
cities and other local governmental agencies; and
WHEREAS, Southern California Edison (SCE) has awarded funding to the SGVCOG to implement
activities that achieve the goals set forth in the California Long -Term Energy Efficiency Strategic Plan
(CEESP); and
WHEREAS, the CITY submitted a letter of participation to the SGVCOG requesting to be included in the
SGVCOG's proposed work plan for this solicitation; and
WHEREAS, the SCE agreement (Agreement) with the SGVCOG attached as Exhibit A provides for
funding for two activities: 1) the development of energy- efficiency chapters of Climate Action Plans (EE
CAP Chapter) and 2) the implementation of an online municipal facility utility manager (Utility
Manager); and
WHEREAS, the SGVCOG and the CITY desire to set forth the terms of their collaboration with respect
to the CEESP in this MOU.
NOW, THEREFORE, the Parties agree to the following:
I. General Conditions
A. The Parties to this MOU are the San Gabriel Valley Council of Governments and the City of
Rosemead.
B. The Parties agree that all work contemplated under this MOU must be consistent with the terms
of the Agreement between Southern California Edison and the San Gabriel Valley Council of
Governments attached hereto as Exhibit A.
C. The term of this MOU shall commence upon receipt by the SGVCOG of a Notice to Proceed
from SCE pursuant to the Agreement and continue through October 31, 2012. The term may be
extended by mutual agreement of both Parties.
II. Responsibilities of each of the Parties
A. SGVCOG
1. Coordinate and manage consultants, including contract management
2. Review and process all billing and reports to SCE
3. Perform all responsibilities required under the SCE agreement except those responsibilities
assumed by the CITY as specified in this MOU
4. Provide reimbursement to the CITY for eligible work completed by CITY staff upon
approval of invoices and receipt of payments from SCE.
B. CITY
1. Provide a point of contact to SGVCOG for both tasks (EE CAP Chapter and Utility Manager)
as follows:
EE CAP Chapter
Name:
Title:
Phone:
Email:
Utility Manager
Name:
Title:
Phone:
Email:
2. Provide requested data to SGVCOG and consultants regarding municipal energy usage and
facilities (including number, type and usage of facilities)
3. Participate, at a minimum, in the development of a "Program Management Plan' (PMP) for
both the EE CAP Chapter and the Utility Manager tasks. This is intended to assess the
feasibility of completing both tasks' workplans. Additionally, the CITY may participate in
and be reimbursed for the following subtasks:
EE CAP Chapters:
• Participating in the Project Steering Committee
• Participating in the consultant selection and review process
• Providing data to the consultant regarding municipal and community -wide energy
usage as well as planned or existing projects and programs relevant to the City's EE
CAP Chapter
• Coordinating with the consultant and participating in the municipal and community -
wide EE CAP Chapter goal setting workshops
• Reviewing and commenting on the draft EE CAP Chapter
• Participating in the planning and execution of the San Gabriel Valley Climate
Change Information Sharing Session
Utility Manager:
• Coordinating with staff from the County of Los Angeles on the installation of
Utility Manager software, including networking of facilities as needed to connect to
the Utility Manager
• Participating in trainings by the County of Los Angeles on the use of EEMIS to
analyze energy consumption data, identify energy savings opportunities, benchmark
facility usage and operations, and sustain project saving
• Developing an EEMIS maintenance plan
4. Submit invoices to the SGVCOG for any billable hours by the fifth (5th) calendar day of the
month for work completed the prior month, unless otherwise agreed to in writing by the
SGVCOG. All invoices must be in the format provided by the SGVCOG and include the
following information: subtask, title /position of staff, hourly rate by staff position, number of
hours worked, date of hours worked, and description of work completed. All invoices are
subject to review and verification by the SGVCOG and CEESP consultants. Reimbursements
will be capped by a not to exceed maximum per deliverable as indicated in Table I below.
Due to the nature of the funding allocations, a late invoice may not be eligible for
reimbursement.
Subtask
Maximum
Reimbursement
Utilily Mana er Task
Task A.1: Work with County staff to identify opportunities and constraints related to
installation of EEMIS
$
720
Task A.2: Work with County staff to develop EEMIS planning report
$
1,110
Task A.3: Coordinate procurement of EEMIS with County staff
$
720
Task A 4: Work with County staff to install EEMIS and report back to SGVCOG
$
12,300
Task A 5: Participate in EEMIS trainings and develop EEMIS maintenance plan with
County staff
$
4,880
Task A.6: Report back on actions taken resulting from the benchmarking analysis
$
550
Subtotal
$
20 280
EE CAP Chapter Task
Task B.1: Participate on Project Steering Committee
$
4,760
Task B 3: Plan for the development of the energy efficiency chapters
$
1,200
Task B 5: Review and provide input on technical memo on baseline and long -term
forecasts
$
3,741
Task B 7: Review and provide comment on draft energy efficiency chapters
$
8,729
Task B 9: Review final energy efficiency chapters and report back on implementation
of recommendations
$
480
Subtotal
$
18,910
Table 1. Maximum Reimbursement by Subtask
5. Maintain official timesheets and other records that support hours billed to the CEESP
program for a ten year period following the completion of the project.
6. Warrants and represents as follows:
a. Understands and agrees that for the purposes of the foregoing, any requirements imposed
upon SGVCOG by SCE are hereby passed- through and adopted as obligations of the
CITY to the maximum extent allowable by law;
b. Agrees to strictly comply with the scope of any and all authorizations, limitations,
exclusions, and /or exceptions for use of CPUC funds;
c. Shall not cause SGVCOG to be in violation of the Agreement, whether by act or
omission; and
d. Shall comply with all applicable Federal, State, and local laws, rules, regulations,
ordinances, and directives, now existing and as such may change from time -to -time. Any
such laws, rules, regulations, ordinances, and directives required thereby to be included in
this MOU are incorporated herein by reference.
7. Notwithstanding any provision to the contrary, whether expressly or by implication, the
CITY agrees to indemnify, defend, and hold harmless SGVCOG, its elected and appointed
officers, employees, and agents form and against any and all liability resulting from the
CITY'S negligent and wrongful act(s) and /or omission(s) arising from and /or relating to the
Agreement and as such would be imposed in the absence of Government Code section 895.2.
Without limiting the scope above, such liability includes but is not limited to the following:
any funding disallowance; audits; demands; claims; actions; liabilities; damages; fines; fees,
costs, and expenses, including attorney, auditor, and /or expert witness fees.
8. The CITY understands and agrees that it is solely responsible for any and all incurred
amounts found by SCE to be ineligible under the Agreement. Immediately upon the request
9
of SGVCOG or SCE, the CITY shall return any funds that have been disbursed to the extent
that their use has been disallowed.
For the San //Gabriel Valley Council of Governments
Signed: Z �
Date: 2-` 7° 1)
For the City of Rosemead _
Signed:
Date:
E
AMENDMENT ONE
to the
THIRD AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
of the
SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
AMENDMENT ONE EFFECTIVE DATE APRTT.. 8 , 2008
1. The effective date of AMENDMENT ONE to the THIRD AMENDED AND
RESTATED JOINT EXERCISE OF POWERS AGREEMENT of the SAN GABRIEL
VALLEY COUNCIL OF GOVERNMENTS ( "AMENDMENT ONE ") shall be the first date on
which fifty percent (50 %) plus one (1) of the legislative bodies of the then active Members of the
San Gabriel Valley Council of Governments ( "Council') approve and sign AMENDMENT
ONE.
2. The cover page of the THIRD AMENDED AND RESTATED JOINT EXERCISE OF
POWERS AGREEMENT of the SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
( "JPA ") shall be modified to include the effective date of AMENDMENT ONE.
3. Section 1. f. of the JPA shall be deleted in entirety and replaced with the following
sentence.
Code."
'T. Each Member is a public agency as defined by Section 6500 of the Government
4. In Section 4. b. (6) after the word "cities" the phrase `other public entities" shall be
inserted.
5. The first sentence of Section 5. a. shall be deleted in entirety and replaced with the
following sentence.
"Except with regard to the County, one person, who is a resident of the San Gabriel
Valley, shall be designated as a representative to the Governing Board by the legislative body of
each of the Members ( "Governing Board Representative ")."
6. The first sentence of Section 5. b. shall be deleted in entirety and replaced with the
following sentence."
"Except with regard to the County, one person, who is a resident of the San Gabriel
Valley, shall be designated as an alternate representative to the Governing Board by the
legislative body of each of the Members ( "Alternate Governing Board Representative ")."
7. The first sentence of Section 5 :c. shall be deleted in entirety and replaced with the
following sentence.
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"No person shall be eligible to serve as a Governing Board Representative or an Alternate
Governing Board Representative unless that person is, at all times during the tenure of that
person as a Governing Board Representative or Alternate Governing Board Representative,
either a member of the legislative body of one of the appointing Members for city Members or
an elected official of a public agency for public agency Members except that Governing Board
Representatives and Alternate Governing Board Representatives for the County do not have to
be members of any legislative body but shall serve at the pleasure of their respective County
Supervisors.
8. Section 21. a. shall be deleted in entirety and replaced with the following.
"a. Withdrawal A Member may withdraw from the Council by filing its written
notice of withdrawal with the President of the Governing Board 60 days before the actual
withdrawal. Such withdrawal shall be effective at 12:00 o'clock a.m. on the last day of that 60-
day period. The withdrawal of a Member shall not in any way discharge, impair or modify the
voluntarily- assumed obligations for the withdrawn Member in existence as of the effective date
of its withdrawal. Withdrawal of a Member shall not affect the remaining Members. Withdrawn
Members shall not be entitled to any reimbursement of annual dues paid. Withdrawal from any
Implementation Agreement shall not be deemed withdrawal from the Council. In addition to
being entitled to completely withdraw from the Council, the County may also partially withdraw
and reduce its annual dues with a corresponding reduction in its ability to participate in and vote
on matters before the Governing Board by filing a written notice of partial withdrawal with the
President of the Governing Board 60 days before the actual partial withdrawal. Such notice of
partial withdrawal shall indicate which Supervisorial District(s) shall remain active in the
Council and which are being withdrawn and shall be effective at 12:00 o'clock a.m. on the last
day of that 60 -day period. Partial withdrawal shall not change the rights and obligations of the
County under this Agreement except that the County shall no longer be able to participate in or
vote on behalf of the withdrawn Supervisorial District(s) on any matter before the Governing
Board or Council committees."
9. In the second sentence of Section 21. c. after the word "Since" insert the word "the ".
10. Section 23. shall be deleted in entirety and replaced with the following.
"Section 23. Dues of Members The Members of the Council shall be responsible
for the payment to the Council, annually, of dues for each fiscal year in the amounts periodically
budgeted by the Governing Board, as and for the operating costs of the Council as provided in
the Bylaws. The dues of any non -city and non -County Members of the Council shall be no more
than the maximum dues assessed to any of the city Members of the Council. An annual dues
assessment will be issued to all Members in July of each calendar year except that the annual
dues assessment for the County will be issued in July of each calendar year for those
Supervisorial Districts whose representation of the County began in the first six months of a
Council fiscal year and in January of the following calendar year for those whose representation
of the County began in the last six months of a Council fiscal year. Further, the annual dues
assessment will also be issued each January for any new Members, including Eligible Public
2
0
0
Entities and other entities, who have become Members of the Council for the first time and
whose membership commenced in the last six months of a Council fiscal year."
11. Exhibit A will be amended to include the name of the entity formed by the water agencies
of the San Gabriel Valley that seeks to become a Member of the Council.
The Members of the San Gabriel Valley Council of Governments have caused this
AMENDMENT ONE to be executed on their behalf, respectively, as follows:
PUBLIC AGENCY
By
Title X, TVAV MAVnD
Attest ,x�flRk Cl LVJ Akt_A G(
GLORIA MOLLEDA, CITY CLERK
Date APRIL 8, 2008
3
0
0
ATTACHMENT B
CITY OF ROSEMEAD
RESOLUTION NO. 2008 -25
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
APPROVING AND ADOPTING AMENDMENT ONE TO THE
THIRD AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT OF THE
SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
WHEREAS, the San Gabriel Valley Council of Governments ( "SGVCOG ")
was established and that certain Joint Exercise of Powers Agreement entered
into as of March 1, 1994; and
WHEREAS, the Amended and Restated Joint Exercise of Powers
Agreement for the SGVCOG was approved and adopted effective September 17,
1998; and
WHEREAS, the Second Amended and Restated Joint Exercise of Powers
Agreement for the SGVCOG was approved and adopted effective November 21,
2000; and
WHEREAS, the Third Amended and Restated Joint Exercise of Powers
Agreement for the SGVCOG was approved and adopted effective April 10, 2007;
and
WHEREAS, membership in the SGVCOG has been limited to the County
of Los Angeles and cities in the San Gabriel Valley; and
WHEREAS, there is a growing need to have the SGVCOG consider and
address issues related to the availability and quality of the water to be supplied to
the residences, businesses and public facilities throughout the San Gabriel
Valley; and
WHEREAS, certain of the water agencies that provide water to the San
Gabriel Valley have indicated an interest in the SGVCOG and a willingness to
join the SGVCOG and actively participate in its activities; and
WHEREAS, the participation of water agencies in the activities of the
SGVCOG would further the public interest by assisting the SGVCOG to achieve
it goals and objectives; and
WHEREAS, the water agencies of the San Gabriel Valley have agreed to
create a single legal entity that will join the SGVCOG and represent the interests
of said water agencies; and
WHEREAS, in connection with the entry to the water agencies into the
SGVCOG, it is timely to clarify existing SGVCOG policy that annual dues paid to
the SGVCOG by a member agency will not be reimbursed in the event that a
member agency elects to withdraw from the SGVCOG; and
WHEREAS, Amendment One to the Third Amended and Restated Joint
Exercise of Powers Agreement for the SGVCOG would enable a legal entity
representing the water agencies of the San Gabriel Valley to join the SGVCOG
and participate in the SGVCOG's activities; and
WHEREAS, Amendment One to the Third Amended and Restated Joint
Exercise of Powers Agreement for the SGVCOG would preclude the
reimbursement of any annual dues paid by a member agency in the event of the
withdrawal of said member agency from the SGVCOG.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
ROSEMEAD DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1 . That Amendment One to the Third Amended and Restated
Joint Exercise of Powers Agreement for the San Gabriel Valley Council of
Governments, attached hereto and incorporated herein by this reference, is
approved and adopted.
SECTION 2 . That the City Clerk shall certify to the SGVCOG the adoption
of this resolution.
JOHN TRAN
MAYOR
ATTEST J 1,%
( %a2
GLORIA MOLLEDA
CITY CLERK
0 1 •
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS.
CITY OF ROSEMEAD )
I, Gloria Molleda, City Clerk of the City of Rosemead, do hereby certify that the
foregoing Resolution No. 2008 -25 being:
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF APPROVING AND
ADOPTING AMENDMENT ONE TO THE THIRD AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT OF THE SAN GABRIEL
VALLEY COUNCIL OF GOVERNMENTS
was duly and regularly approved and adopted by the Rosemead City Council on the 8th
of April, 2008, by the following vote to wit:
Yes:Clark, Low, Nunez, Taylor, Tran
No:None
Abstain: None
Absent:None
I �, �A� j
Gloria Molleda
City Clerk
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0 9
SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
A JOINT POWERS AUTHORITY
THIRD AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
EFFECTIVE MARCH 2007
Sun Gabriel Valley Council of Governments A3 - i
RV #4833- 9006 - 74571,5
TABLE OF CONTENTS
San Gabriel Vallcy Council of Governments A3 - ii
RV #4833- 9006 - 7457x5
P= No.
SectionI.
Recitals ..................................................................... ...............................
1
Section 2.
Creation of Separate Legal Entity ............................. ...............................
2
Section3.
Name . ..................................................................... ...............................
2
Section 4.
Purpose and Powers of the Council . .......................... ...............................
2
a.
Purpose of Council .................................................... ..............................2
b .
Common Powers ...................................................... ...............................
2
C .
Exercise of Powers ................................................... ...............................
3
Section 5.
Creation of Governing Board .................................... ...............................
4
a.
Designation of Governing Board Representatives ..... ...............................
4
b.
Designation of Alternate Governing Board Representatives .....................
4
C .
Eligibility ................................................................. ...............................
4
Section 6.
Use of Public Funds and Property ............................. ...............................
4
Section 7.
Functioning of Governing Board ............................... ...............................
5
a.
Voting and Participation ........................................... ...............................
5
b .
Proxy Voting ............................................................ ...............................
5
C .
Quorum .................................................................... ...............................
5
d .
Committees .............................................................. ...............................
5
C .
Actions ...................................................................... ..............................5
Section 8.
Duties of the Governing Board ................................. ...............................
5
Section 9.
Roberts Rules of Order ............................................. ...............................
6
Section 10.
Meetings of Governing Board ................................... ...............................
6
Section 11.
Election of President and Vice - President .................. ...............................
6
Section 12.
Executive Director .................................................... ...............................
6
Section 13.
Designation of Treasurer and Auditor ....................... ...............................
7
Section 14.
Council Treasurer ..................................................... ...............................
7
Section 15.
Designation of Other Officers and Employees .......... ...............................
7
San Gabriel Vallcy Council of Governments A3 - ii
RV #4833- 9006 - 7457x5
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Section 16.
Oblisations of Council ............................................... ..............................7
Section 17.
Control and Investment of Council Funds ................. ............................... 7
Section 18.
Implementation Agreements ...................................... ..............................7
Section
Tenn ......................................................................... ............................... 7
Section 20.
Application of Laws to Council Functions ................ ............................... 7
Section21.
Members ................................................................... ............................... 8
a .
Withdrawal ................................................................ ..............................8
b .
Non - payment of Dues ............................................... ............................... 8
C.
Admitting Eligible Members ..................................... ............................... 8
d.
Admitting New Members .......................................... ............................... 8
Section 22.
Interference With Function of Members .................... ............................... 9
Section 23.
Dues of Members ...................................................... ............................... 9
Section 24. Disposition of Assets ................................................ ............................... 9
Section25. Amendment ............................................................... .............................10
Section 26. Effective Date ............................................................ .............................10
Section 27. Alameda Corridor — East, Gateway to America Construction Authority
San Gabriel Valley Council of Governments A3 - iii
RV #4833- 9006 -745 h,5
THIRD AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
OF THE "SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS"
(A JOINT POWERS AUTHORITY)
This Third Amended and Restated Joint Exercise of Powers Agreement ( "Agreement ") is
made and entered into by and between the public entities (collectively, "Members ") whose
names are set forth on Exhibit A, attached hereto and incorporated herein by this reference,
pursuant to Section 6500 et seq. of the Government Code and other applicable law:
WITNESSETH:
The parties hereto do agree as follows:
Section 1. Recitals This Agreement is made and entered into with respect to the
following facts:
a. Historically, the San Gabriel Valley Association of Cities, an
unincorporated association, played a valuable role in serving as a forum for the exchange of
ideas and information among its Member cities; however, the growing need for the cities in the
San Gabriel Valley to develop and implement their own subregional policies and plans and
voluntarily and cooperatively resolve differences among themselves required a more
representative and formal structure;
b. There is further a growing need for the cities in the San Gabriel Valley to
involve the unincorporated areas of Los Angeles County (the "County ") located in the San
Gabriel Valley in the development and implementation of subregional policies and plans and in
the voluntary and cooperative resolution of differences between the cities and the unincorporated
areas.
C. The public interest requires a joint powers agency to conduct studies and
projects designed to improve and coordinate the common governmental responsibilities and
services on an area -wide and subregional basis through the establishment of a council of
governments;
d. The public interest requires that an agency explore areas of inter-
governmental cooperation and coordination of government programs and provide
recommendations and solutions to problems of common and general concern to its Members;
e. The public interest requires that an agency with the aforementioned goals
not possess the authority to compel any of its Members to conduct any activities or implement
any plans or strategies that they do not wish to undertake (except for the payment of dues);
f. Each Member is a governmental entity established by law with full powers
of government in legislative, administrative, financial, and other related fields;
g. Each Member, by and through its legislative body, has determined that a
subregional organization to assist in planning and voluntary coordination among the cities and
San Gabriel Valley Council of Governments A3 - 1
RV #4833- 9006 - 74570
0 0
unincorporated areas in the San Gabriel Valley is required in furtherance of the public interest,
necessity and convenience; and
h. Each Member, by and through its legislative body, has independently
determined that the public interest, convenience and necessity requires the execution of this
Agreement by and on behalf of each such Member.
Section 2. Creation of Separate Legal Entity It is the intention of the Members to
create, by means of this Agreement, a separate legal entity within the meaning of Section 6503.5
of the Government Code. Accordingly, there is hereby created a separate legal entity which shall
exercise its powers in accordance with the provisions of this Agreement and applicable law.
Section 3. Name The name of the said separate legal entity shall be the San Gabriel
Valley Council of Governments ( "Council').
Section 4. Purpose and Powers of the Council.
a. Purpose of Council The purpose of the creation of the Council is to
provide a vehicle for the Members to voluntarily engage in regional and cooperative planning
and coordination of government services and responsibilities to assist the Members in the
conduct of their affairs. It is the clear intent among Members that the Council shall not possess
the authority to compel any of its Members to conduct any activities or implement any plans or
strategies that they do not wish to undertake (except for the payment of dues). The goal and
intent of the Council is one of voluntary cooperation among Members for the collective benefit
of cities and unincorporated areas in the San Gabriel Valley.
b. Common Powers The Council shall have, and may exercise, the
following powers:
(1) Serve as an advocate in representing the Members of the Council
at the regional, state and federal levels on issues of importance to
the San Gabriel Valley;
(2) Serve as a forum for the review, consideration, study, development
and recommendation of public policies and plans with regional
significance;
(3) Assemble information helpful in the consideration of problems
peculiar to the Members;
(4) Utilize Member resources or presently existing single purpose
public and public /private groups to carry out its programs and
projects;
(5) Explore practical avenues for voluntary intergovernmental
cooperation, coordination and action in the interest of local public
welfare and improving the administration of governmental
services;
San Gabriel Valley Council of Governments A3 - 2
RV #4833- 9006- 7457v5
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(6) Assist in coordinating subregional planning efforts and in resolving
conflicts among the cities and unincorporated areas in the San
Gabriel Valley as they work toward achieving planning goals;
(7) Build a consensus among the Members on the implementation of
policies and programs for addressing subregional and regional
issues;
(8) Serve as a mechanism for obtaining state, federal and regional
grants to assist in financing the expenditures of the Council;
(9) Make and enter into contracts, including contracts for the services
of engineers, consultants, planners, attorneys and single purpose
public /private groups;
(10) Employ agents, officers and employees;
(1 1) Apply for, receive and administer a grant or grants under any
federal, state, or regional programs;
(12) Receive gifts, contributions and donations of property, funds,
services and other forms of financial assistance from persons,
firms, corporations and any governmental entity;
(13) Lease, manage, maintain, and operate any buildings, works, or
improvements;
(14) Delegate some or all of its powers to the Executive Director as
hereinafter provided; and
(15) Borrow money, incur indebtedness and /or issue bonds pursuant to
the Constitution of the State of California and any of the laws of
the State of California and to exercise any implied power necessary
to exercise the express powers provided for in this subparagraph
15, provided, however, that any borrowing hereunder shall be for
the purpose of financing the Project, as defined in Section 27 of
this Agreement and shall be repaid solely from funds pledged or
otherwise designated for the Project. Borrowings authorized
hereunder shall be subject to Section 16 of this Agreement.
C. Exercise of Powers The Council shall, in addition, have all implied
powers necessary to perform its functions. It shall exercise its powers only in a manner
consistent with the provisions of applicable law, this Agreement and the Bylaws. For the
purposes of determining the restrictions to be imposed on the Council in its manner of exercising
its powers pursuant to Government Code section 6509, reference shall be made to, and the
Council shall observe, the restrictions imposed upon the City of West Covina.
San Gabiiel Valley Council of Governments A3 - 3
RV #4833- 9006- 7457v5
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Section 5. Creation of Governing Board There is hereby created a Governing Board
for the Council ( "Governing Board ") to conduct the affairs of the Council. The Governing
Board shall be constituted as follows'.
a. Designation ofGovcming Board Representatives Except with regard to
the County, one person shall be designated as a representative of the Governing Board by the
legislative body of each of the Members ( "Governing Board Representative "). The County, in its
sole discretion but subject to the requirement that it shall pay dues and assume all obligations
under this Agreement in proportion to the number of its Representatives, shall have one, two or
three Governing Board Representatives. The Governing Board Representative(s) for the County
shall reside in and /or represent one of the First, Fourth or Fifth Supervisorial Districts and shall
be selected by the respective County Supervisor. No Member shall be entitled to "ex officio"
non - voting representation on the Governing Board; however, the Governing Board, at its sole
discretion, may allow "ex officio" non - voting representation from public entities that are not
Members.
b. Designation of Alternate Governing Board Representatives Except with
regard to the County, one person shall be designated as an alternate representative of the
Governing Board by the legislative body of each of the Members ( "Alternate Governing Board
Representative "). The County shall have one, two or three Alternate Governing Board
Representatives, each acting as an alternate for only one of the First, Fourth and /or Fifth
Supervisorial Districts. The Alternate Governing Board Representative(s) for the County shall be
selected by the respective County Supervisor(s) for the First, Fourth or Fifth Supervisorial
Districts and shall reside in and /or represent that same Supervisorial District.
C. Eligibility No person shall be eligible to serve as a Governing Board
Representative or an Alternate Governing Board Representative unless that person is, at all times
during the tenure of that person as a Governing Board Representative or Alternate Governing
Board Representative, a member of the legislative body of one of the appointing Members
except that Governing Board Representatives and Alternate Governing Board Representatives
for the County do not have to be members of any legislative body but shall serve at the pleasure
of their respective County Supervisors. Should any person serving on the Governing Board fail
to maintain the status as required by this Section 5, that person's position on the Governing
Board shall be deemed vacated as of the date such person ceases to qualify pursuant to the
provisions of this Section 5 and the Member shall be entitled to appoint a qualified replacement.
Section 6. Use of Public Funds and Propert y . The Council shall be empowered to
utilize for its purposes, public and /or private funds, property and other resources received from
the Members and /or from other sources. Subject to the approval of the Governing Board of the
Council, the Members shall participate in the funding of the Council in such a manner as the
Governing Board shall prescribe, subject to the provisions of Section 23 of this Agreement.
Where applicable, the Governing Board of the Council may permit one or more of the Members
to provide in kind services, including the use of property, in lieu of devoting cash to the funding
of the Council's activities.
San Gabriel ValleY Council of Governments A3 - 4
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Section 7. Functioning of Governing Board
a. Voting and Participation Each Member may cast only one vote for each
issue before the Governing Board through its representative except that each Governing Board
Representative for the County may cast one vote which shall be independent of and separate
from the vote of any other Governing Board Representative for the County. An Alternate
Governing Board Representative may participate or vote in the proceedings of the Governing
Board only in the absence of the respective Governing Board Representative. Governing Board
Representatives and Alternate Governing Board Representatives seated on the Governing Board
shall be entitled to participate in and vote on matters pending before the Governing Board only if
such person is physically present at the meeting of the Governing Board and if the Member
which that Governing Board Representative or Alternate Governing Board Representative
represents has timely and fully paid dues as required by this Agreement and the Bylaws. Each
Governing Board Representative (or the Alternate Governing Board Representative) for the
County who is physically present at the meeting of the Governing Board shall be entitled to
participate in and vote on matters pending before the Governing Board without regard to the
attendance or vote of any of the other Governing Board Representatives for the County if all
dues owed by the County for the Supervisorial District of said Governing Board Representative
are timely and fully paid as required by this Agreement and the Bylaws.
b. Proxy Voting No absentee or proxy voting shall be permitted.
C. Quorum. A quorum of the Governing Board shall consist of not less than
fifty percent (50 %) plus one (1) of its total voting membership.
d. Committees As needed, the Governing Board may create permanent or
ad hoc advisory committees to give advice to the Governing Board on such matters as may be
referred to such committees by the Governing Board. All committees shall have a stated purpose
before they are formed. Such a committee shall remain in existence until it is dissolved by the
Governing Board. Qualified persons shall be appointed to such committees by the pleasure of
the Governing Board. Committees, unless otherwise provided by law, this Agreement, the
Bylaws or by direction of the Governing Board, may be composed of representatives to the
Governing Board and non - representatives to the Governing Board.
C. Actions Actions taken by the Governing Board shall be by not less than
fifty percent (50 %) plus one (1) of the voting Governing Board Representatives who are present
with a quorum in attendance, unless by a provision of applicable law, this Agreement, the
Bylaws or by direction of the Governing Board, a higher number of votes is required to carry a
particular motion.
Section 8. Duties of the Governing Board The Governing Board shall be deemed,
for all purposes, the policy making body of the Council. All of the powers of the Council, except
as may be expressly delegated to others pursuant to the provisions of applicable law, this
Agreement, the Bylaws or by direction of the Governing Board, shall be exercised by and
through the Governing Board.
San Gabriel Valley Council of Governments A3 - 5
RV #4833 - 9006- 7457v5
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Section 9. Robert's Rules of Order The substance of Robert's Rules of Order shall
apply to proceedings of the Governing Board, except as may otherwise be provided by
provisions of applicable law, this Agreement, the Bylaws or by direction of the Governing
Board.
Section 10. Meetings of Governing Board The Governing Board shall, by means of
the adoption of Bylaws, establish the dates and times of regular meetings of the Governing
Board. The location of each such meeting shall be as directed by the Governing Board.
Section 11. Election of President and Vice- President The President shall be the
chairperson of the Governing Board, shall conduct all meetings of the Governing Board and
perform such other duties and functions as required of such person by provisions of applicable
law, this Agreement, the Bylaws or by the direction of the Governing Board. The Vice - President
shall serve as President in the absence of the President and shall perform such duties as may be
required by provisions of applicable law, this Agreement, the Bylaws, or by the direction of the
Governing Board or the President.
At the first regular meeting of the Governing Board, a Governing Board Representative
shall be elected to the position of President by the Governing Board, and a different Governing
Board Representative shall be elected Vice- President of the Governing Board. The terms of
office of the President and Vice - President elected at the first regular meeting of the Governing
Board shall continue through the first July 1 of their terms and expire on the second July 1, and
elections to determine their successors shall not be held until the first regular meeting of the May
preceding the second July 1. Thereafter, a Governing Board Representative shall be elected to
the position of President of the Governing Board, and a different Governing Board
Representative shall be elected to the position of Vice - President of the Governing Board at the
first regular meeting of the Governing Board held in May of each calendar year. The terms of
office of the President and Vice - President shall commence and expire on July 1.
If there is a vacancy, for any reason, in the position of President or Vice - President, the
Governing Board shall forthwith conduct an election and fill such vacancy for the unexpired
term of such prior incumbent.
Section 12. Executive Director The Governing Board may appoint by a vote of fifty
percent (50 %) plus one (1) of the total voting membership a qualified person to be Executive
Director on any basis it desires including, but not limited to, a contract or employee basis. The
Executive Director shall be neither a Governing Board Representative, nor an Alternate
Governing Board Representative, nor an elected official of any Eligible Public Entity (as defined
in Section 21 (c) of this Agreement). The Executive Director shall be the chief administrative
officer of the Council. The Executive Director shall serve at the pleasure of the Governing
Board and may be relieved from such position at any time, without cause, by a vote of fifty
percent (50 %) plus one (1) of the total voting membership of the Governing Board taken at a
regular, adjourned regular or special meeting of the Governing Board. The Executive Director
shall perform such duties as may be imposed upon that person by provisions of applicable law,
this Agreement, the Bylaws, or by the direction of the Governing Board.
San Gabriel Vallev Council of Governments A3 - 6
RV #4833- 9006- 7457v5
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Section 13. Designation of Treasurer and Auditor The Governing Board shall, in
accordance with applicable law, designate a qualified person to act as the Treasurer for the
Council and a qualified person to act as the Auditor of the Council. If the Governing Board so
designates, and in accordance with provisions of applicable law, a qualified person may hold
both the office of Treasurer and the office of Auditor of the Council. The compensation, if any,
of person or persons holding the offices of Treasurer and /or Auditor shall be set by the
Governing Board.
Section 14. Council Treasurer The person holding the position of Treasurer of the
Council shall have charge of the depositing and custody of all funds held by the Council. The
Treasurer shall perform such other duties as may be imposed by provisions of applicable law,
including those duties described in Section 6505.5 of the Government Code, and such duties as
may be required by the Governing Board. The Council's Auditor shall perform such functions as
may be required by provisions of applicable law, this Agreement, the Bylaws and by the
direction of the Governing Board.
Section 15. Designation of Other Officers and Employees The Governing Board may
employ such other officers or employees as it deems appropriate and necessary to conduct the
affairs of the Council.
Section 16. Obligations of Council The debts, liabilities and obligations of the
Council shall be the debts, liabilities or obligations of the Council alone. No Member of the
Council shall be responsible, directly or indirectly, for any obligation, debt or liability of the
Council, whatsoever.
Section 17. Control and Investment of Council Funds The Governing Board shall
adopt a policy for the control and investment of its funds and shall require strict compliance with
such policy. The policy shall comply, in all respects, with all provisions of applicable law.
Section 18. Implementation Agreements When authorized by the Governing Board,
affected Members may execute an Implementation Agreement for the purpose of authorizing the
Council to implement, manage and administer area -wide and regional programs in the interest of
the local public welfare. The costs incurred by the Council in implementing a program,
including indirect costs, shall be assessed only to those Members who are parties to that
Implementation Agreement.
Section 19. Tenn The Council created pursuant to this Agreement shall continue in
existence until such time as this Agreement is terminated. This Agreement may not be
terminated except by an affirmative vote of not less than fifty percent (50 %) plus one (1) of the
then total voting membership of the Governing Board.
Section 20. Application of Laws to Council Functions The Council shall comply with
all applicable laws in the conduct of its affairs, including, but not limited to, the Ralph M.
Brown Act. (Section 54950 et seq., of the Government Code.)
Sun Gabriel Valley Council of Governments A3 - 7
RV #4833- 9006- 7457v5
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Section 21. Members
a. Withdrawal A Member may withdraw from the Council by filing its
written notice of withdrawal with the President of the Governing Board 60 days before the actual
withdrawal. Such a withdrawal shall be effective at 12:00 o'clock a.m. on the last day of that 60-
day period. The withdrawal of a Member shall not in any way discharge, impair or modify the
voluntarily- assumed obligations for the withdrawn Member in existence as of the effective date
of its withdrawal. Withdrawal of a Member shall not affect the remaining Members. The annual
dues of a withdrawn Member shall be adjusted, on a pro rata basis, using the effective date of the
withdrawal and a withdrawn Member shall be entitled to the balance of the annual dues paid for
the fiscal year by that Member which were intended for the remaining part of that fiscal year.
Withdrawal from any Implementation Agreement shall not be deemed withdrawal from the
Council. In addition to being entitled to completely withdraw from the Council, the County may
also partially withdraw and reduce its annual dues with a corresponding reduction in its ability to
participate in and vote on matters before-the Governing Board by filing a written notice of partial
withdrawal with the President of the Governing Board 60 days before the actual partial
withdrawal. Such partial withdrawal shall indicate which Supervisorial District(s) shall remain
active in the Council and which are being withdrawn and shall be effective at 12:00 o'clock am
on the last day of that 60 -day period. Partial withdrawal shall not change the rights and
obligations of the County under this Agreement except that the County's annual dues shall be
adjusted, on a pro rata basis, using the effective date of any Supervisorial District withdrawal and
the County shall be entitled to the balance of the annual dues paid for the fiscal year by the
County which were intended for the remaining part of that fiscal year for the Supervisorial
District(s) being withdrawn from participation and the County shall no longer be able to
participate in or vote on behalf of the withdrawn Supervisorial District(s) on any matter before
the Governing Board or Council committees.
b. Non - Payment of Dues If a Member fails to pay dues within three months
of its annual dues assessment as required under Section 23 of this Agreement and the Bylaws,
and after a 30 -day written notice is provided to that Member, the Member shall be deemed to be
suspended from this Agreement and the Council. When a Member is suspended, no
representative of that Member shall participate or vote on the Governing Board or any
committee. Such a Member shall be readmitted only upon the payment of all dues then owed by
the Member, including dues incurred prior to the suspension and during the suspension. In the
case of the County, if the County fails to pay dues for one or more of its Supervisorial Districts
within three months of the County's annual dues assessment as required under Section 23 of this
Agreement and the Bylaws, and after a 30 -day written notice is provided to the County, no
representative of the delinquent Supervisorial District(s) shall participate or vote on the
Governing Board. The delinquent Supervisorial District(s) shall be able to resume participation
and voting on the Governing Board only upon the payment of all dues then owed by the County
on behalf of the delinquent Supervisorial District including dues incurred prior to and during the
period of non - payment by the County.
C. Admitting and Readmitting Eligible Members Eligible public entities
whose names are set forth on Exhibit A to this Agreement ( "Eligible Public Entities ") shall be
admitted to the Council by: adopting this Agreement by majority vote of the legislative body of
the. Eligible Public Entity; properly signing this Agreement; and paying in full all dues owed for
Sun Gabriel Valley Council of Governments A3 - 8
RV #4833- 90 0 6 - 745 71,5
•.
then current fiscal year. Since County may be admitted to the Council with voting
representatives from one, two or three Supervisorial Districts, the dues to be paid by County will
be based upon the number of Supervisorial Districts that will represent the County in the
Council. County, in its sole discretion, may be admitted to the Council with representation from
fewer than three Supervisorial Districts and may subsequently increase County's representation
by one or more additional Supervisorial Districts contingent only on payment in full at the time
that any additional Supervisorial District commences representation of the County of all dues for
the then current fiscal year for said Supervisorial District. An Eligible Public Entity may be
admitted regardless of whether it adopted and signed this Agreement before or after the Effective
Date (as defined in Section 26 of this Agreement). An Eligible Public Entity that has withdrawn
from the Council in accordance with Section 21 may be readmitted to the Council by adopting
this Agreement or any subsequent version of this Agreement by a majority vote of the legislative
body of the Eligible Public Entity; properly signing this Agreement or any subsequent version of
this Agreement and paying in full all dues owed for the current fiscal year and any fiscal years
for which the Eligible Public Entity had been withdrawn from the Council. No vote of the
Governing Board shall be required to admit or readmit an Eligible Public Entity. County may
reactivate representation by any withdrawn Supervisorial District (as defined in this Section 21)
by paying in full all dues owed for the then current fiscal year and any fiscal years for which the
Supervisorial District has been withdrawn and no vote of the Governing Board shall be required
for said reactivation.
d. Admitting New Members New Members who are not Eligible Public
Entities may be admitted to the Council upon an affirmative vote of not less than fifty percent
(50 %) plus one (1) of the total voting membership of the Governing Board provided that such a
proposed new Member is a city or public entity whose jurisdiction, or part thereof, lies within
and /or immediately adjacent to, the San Gabriel Valley. Admission shall be subject to such
terms and conditions as the Governing Board may deem appropriate.
Section 22. Interference with Function of Members The Governing Board shall not
take any action which constitutes an interference with the exercise of lawful powers by a
Member of the Council.
Section 23. Dues of Members The Members of the Council shall be responsible for
the payment to the Council, annually, of dues for each fiscal year in the amounts periodically
budgeted by the Governing Board, as and for the operating costs of the Council as provided in
the Bylaws. An annual dues assessment will be issued to all Members in July of each calendar
year except that the annual dues assessment for the County will be issued in July of each
calendar year on behalf of those Supervisorial Districts whose representation of the County
began in the first six months of a Council fiscal year and in January of the following calendar
year on behalf of those Supervisorial Districts whose representation of the County began in the
last six months of a Council fiscal year.
Section 24. Disposition of Assets Upon tennination of this Agreement, after the
payment of all obligations of the Council, any assets remaining shall be distributed to the
Members in proportion to the then obligation of those Members' obligation to participate in the
funding of the Council as provided in Section 23 hereof.
San Gabriel Valley Council of Governments A3 - 9
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Section 25. Amendment This Agreement may be amended at anytime with the
consent of fifty percent (50 %) plus one (1) of all of the legislative bodies of the then parties
hereto.
Section 26. Effective Date The effective date ( "Effective Date ") of this Agreement
shall be March 1, 1994 if fifty percent (50 %) plus one (1) of the Eligible Public Entities, whose
names are set forth in Exhibit A, adopt this Agreement by a majority vote of the legislative body
of each Eligible Public Entity and sign this Agreement. If fifty percent (50 %) plus one (1) of the
Eligible Public Entities have not adopted and signed this Agreement by March I, 1994, then the
Effective Date of the Agreement shall be the first date on which fifty percent (50 %) plus one (1)
.of the Eligible Public Entities adopt and sign this Agreement.
Section 27. Alameda Corridor — East, Gateway to America Construction Authority
a. In addition to the Governing Board of the Council, there shall be an
Alameda Corridor — East, Gateway to America Construction Authority (the "ACE Construction
Authority "). The ACE Construction Authority shall have responsibility for the day -to -day
implementation of the Alameda Corridor — East, Gateway to America Project (the "Project') as
ultimately adopted and approved by the Governing Board pursuant to Federal, State and local
regulations. To facilitate such implementation of the Project, the ACE Construction Authority,
upon the assignment of funds to it and subject to such restrictions imposed by Federal, State and
local governmental entities and by the Governing Board, shall have the following powers to act
on behalf of the Council:
(1) To make and enter into contracts, including public works contracts
and contracts for design, materials and construction, and for the
services of engineers, consultants, planners, and single purpose
public or private groups, on behalf of and in the name of the
Council;
(2) To employ agents, officers and employees;
(3) To acquire, by purchase or eminent domain, construct, reconstruct,
rehabilitate, maintain in whole or in part, dispose of in whole or
part on behalf of and in the name of the Council, land, facilities
and appurtenances necessary or convenient for the completion of
the Project;
(4) To lease, manage, maintain, and operate on behalf of and in the
name of the Council any buildings, works or improvements; and
(5) To provide for or obtain insurance for the Council and Members of
the ACE Construction Authority, and their agents, officers, and
employees.
b. The powers of the ACE Construction Authority shall be exercised only in
furtherance of the Project and may be further limited and /or expanded by the Council Bylaws, as
adopted or amended by the Governing Board.
San Gabriel Valley Council of Governments A3 - 10
RV #4833 - 9006- 7457v5
C. The ACE Construction Authority shall be comprised of seven (7)
Members, the qualifications for which shall be set forth in the Bylaws. The ACE Construction
Authority shall consist of one Member each from the City of El Monte, the City of Industry, the
City of Montebello, the City of Pomona, and the City of San Gabriel, one Member from the
County of Los Angeles, and one Member from the Council.
d. It is contemplated that the Council will receive funds to be used for the
Project from various federal, state and local funding sources and that the receipt of such funds
will be conditioned by regulation, law or agreement. The Governing Board shall have control of
all such funds until such time as responsibility for management and /or use of the funds is
transferred to the ACE Construction Authority by the Governing Board by appropriate action.
Such action, in addition to the delegation of annual budgeting authority, may contain restrictions
on the use of such funds and on the ACE Construction Authority, in addition to any found in the
Governing Board - adopted Bylaws, and as is required by Federal, State and local entities and the
Council.
e. The ACE Construction Authority may be dissolved by the Governing
Board upon a majority (50 %+ 1) vote. In the event that the ACE Construction Authority is
dissolved by the Governing Board, the Governing Board shall succeed to the rights,
responsibilities, obligations and duties of the ACE Construction Authority.
That the Members of this Joint Powers Agreement have caused this Agreement to be
executed on their behalf, respectively, as follows:
CITY OF
ATTEST J���
City Clerk _
DATE / (�� �(-) auto
San Gabriel Valley Council of Governments A3- 11
RV #4833 - 9006- 7457v5
L
EXHIBIT A
Eligible Public Entities
�J
Alhambra
La Verne
Arcadia
Monrovia
Azusa
Montebello
Baldwin Park
Monterey Park
Bradbury
Pasadena
Claremont
Pomona
County of Los Angeles
Rosemead
Covina
San Dimas'
Diamond Bar
San Gabriel
Duarte
San Marino
El Monte
Sierra Madre
Glendora
South El Monte
Industry
South Pasadena
Irwindale
Temple City
La Canada- Flintridge
Walnut
La Puente
West.Covina
IRV #4833- 9006 -7457 v2
0 0
'b'- 1-
TO:
FROM:
DATE:
HONORABLE MAYOR
AND MEMBERS
ROSEMEAD CITY COUNCIL
FRANK G. TRIPEPI, CITY MANAGER`'EL
NOVEMBER 20, 2000
RE: RESOLUTION NO. 00 -61 - A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF ROSEMEAD APPROVING AND ADOPTING THE SECOND
AMENDMENT TO THE SAN GABRIEL VALLEY COUNCIL OF
GOVERNEMNTS JOINT POWERS AUTHORITY AMENDED AND RESTATED
JOINT EXERCISE OF POWER AGREEMENT
Resolution No. 00 -61 approves and adopts an amendment to the San Gabriel Valley Council of
Governments Joint Powers Authority Amended and Restated Joint Exercise of Powers Agreement
by adding the power to borrow money, incur indebtedness and /or issue bonds for the benefit of the
Alameda Corridor East Project and to be repaid exclusively from funds pledged or designed for the
Alameda Corridor East Project and relieving the City from any liability whatsoever arising from
such borrowing.
BACKGROUND
Date ;Ian6 VASQUEZ TAYLOR CLARK BRUESCH IMPERIAL
Agenda Item No.
RES/ RD No. o 1,
i
l � ✓I
ITEM N // 1g
PAGE 2.
The first step in authorizing the short -term borrowing is to amend the SGVCOG Agreement to
provide for the power to borrow, incur indebtedness and /or issue bonds. The short term borrowing
that is contemplated is a tax - exempt commercial paper issue, which is essentially a short -term bond
issue. The interest and principal on the issue will only be payable from monies pledged or
otherwise designated for the ACE Project. If the amendment authorizing borrowing is not
expeditiously approved by the Members of the SGVCOG, the Authority will experience a cash
shortfall and will have to curtail Project progress until an alternate means of cash now financing is
in place.
There is one major issue identified and that has been adequately addressed in the JPA and the
proposed amendment. That issue is whether the City is exposed to any liability as if result of the
amendment. Section 16 of the Agreement, adopted pursuant to the express authorization of
Government Code Section 6508.1, provides that:
"(the debts, liabilities and obligations of the Council shall be the debts,
liabilities or obligations of the Council alone. No Member of the Council shall
be responsible, directly or indirectly, for any obligation, debt or liability of the
Council, whatsoever." (The term "Member of the Council" refers to the member cities of
the San Gabriel Valley Council of Governments.)
Moreover, the proposed amendment states that any borrowing there under shall be for the purpose
of financing the ACE Project and shall be repaid solely from funds pledged or otherwise designated
for the ACE Project. Accordingly, the adoption of the amendment to the JPA and subsequent
issuance of debt by the SGVCOG will have no effect whatsoever on the City's liability,
creditworthiness or its own ability to issue debt.
The financing transaction will take several months to complete. The Authority estimates that it will
encounter cash flow difficulties by February 2001. Accordingly, adoption of the amendment to the
SGVCOG Agreement by at least 16 members as soon as possible is essential to complete the
financing and provide the necessary cash flow to the Authority by late January 2001.
There is no financial impact on the city in connection with the approval of the Resolution amending
the SGVCOG Joint Exercise of Powers Agreement. Also attached are the following: Resolution No.
00 -61, a letter from the Executive Director of the SGVCOG Nick Conway, and the amended
agreement approved by the Council on August 25, 1998.
RECOMMENDATION
It is recommended that the Rosemead City Council adopt Resolution No- 00 -61.
RESOLUTION NO.. 00-61
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF ROSEMEAD APPROVING AND ADOPTING
THE SECOND AMENDMENT TO THE SAN GA BRIEL VALLEY
COUNCIL OF GOVERNMENTS JOINT POWERS AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWER AGREEMENT
WHEREAS, the San Gabriel Valley Council of Governments ( SGVCOG) was established by that
certain Joint Powers Authority Agreement (the "Agreement ") entered into as of
-March 1, 1994; and
WHEREAS, the City is a party to the Agreement and a member of the SGVCOG; and
WHEREAS, the membership of the SGVCOG amended the Agreement, effective September 17,
1998, creating the Alameda Corridor East Construction Authority ( "Authority ") for
the purpose of implementing the Alameda Corridor East Project ( "ACE Project ".);
and
WHEREAS, the Authority is proceeding to implement the ACE Project; and
WHEREAS, the Project is being funded by Federal, State and local agency grants that are
disbursed on a reimbursement basis; and
WHEREAS, the Authority has determined that to responsibly manage the ACE Project and
meeting its cash flow requirements, the SGVCOG needs to express power to borrow
money; and
WHEREAS, the SGVCOG may obtain the power to borrow money to resolve the cash flow needs
of the Authority only by amending the Agreement; and
WHEREAS, unless the authority to borrow money as set forth below, is granted by adoption of
this Resolution by the Members of the SGVCOG, the Authority will experience a
cash shortfall thereby negatively impacting continuing progress on the ACE Project;
and
WHEREAS, adoption of this Resolution will not result in any additional liability for the City, nor
affect the City's creditworthiness in any manner whatsoever.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ROSEMEAD DOES HEREBY
RESOLVE AS FOLLOWS:
• •
SECTION 1. That Paragraph B, entitled "Common Powers" of Section 4, entitled
"Purpose and Powers of the Council' of the Agreement is hereby amended by adding
subparagraph 15 to read as follows:
(15) Borrow money, incur indebtedness and /or issue bonds pursuant to the
Constitution of the State of California and any of the laws of the State of California
and to exercise any implied power necessary to exercise the express powers provided
for in this subparagraph 15, provided, however, that any borrowing hereunder shall
be for the purpose of financing the Project, as defined in Section 27 of this Agreement
and shall be repaid solely from funds pledged or otherwise designated for the Project.
Borrowings authorized hereunder shall be subject to Section 16 of this Agreement.
SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall
transmit a certified copy of it immediately upon its adoption to the San Gabriel Valley Council of
Governments.
PASSED, APPROVED AND ADOPTED this 28 ° i day of November, 2000.
MAYOR
ATTEST:
CITY CLERK
San Gabriel Valley Council of Governments
3871 East Colorado Blvd., Suite 101, Pasadena, California 91107 -3970 Phone: (626) 564.9702 FAX: (626) 564.1116 E -Mail SGV ®sgvcog.org
OFFICERS
President
Harry L. Baldwin
Vice President October 20, 2000
Lars L. Blakely
Treasurer/Auditor
D. Barton Doyle Mr. Frank Tripepi
City of Rosemead
8838 E. Valley Blvd.
MEMBERS Rosemead, CA 91770
Alhambra
Arcadia Re: Amendment to the SIG Or Joint Exercise of Powers Agreement
Azusa w"
Dear Mr. pepi
Baldwin Park
Bradbury I am writing to you to request your assistance in moving the Alameda Corridor East
Claremont Project (the "ACE Project ") forward by your City's adoption of the enclosed amendment
Covina to the San Gabriel Valley Council of Governments ( "SGVCOG ") Joint Powers
Diamond Bar Agreement ( "JPA "). The Alameda Corridor East Construction Authority (the
Duarte "Authority ") has determined that the ACE Project will require the issuance of short term
El Monte debt by January 2001 due to increasing reliance on State and Federal funding that will be
Glendora paid to the Authority only on a reimbursement basis. The Authority has retained the law
Industry firm of Burke, Williams & Sorensen, LLP to represent it as bond counsel. Burke,
Williams & Sorensen has completed its initial review of the relevant documents and
Irwindale concluded that the SGVCOG JPA requires an amendment to add the power to borrow
La Puente money prior to proceeding with the debt issuance. If the amendment authorizing
La Verne borrowing is not expeditiously approved by the Members of the SGVCOG, the Authority
Monrovia will experience a cash shortfall and will have to curtail progress on the Project until after
Montebello alternative means of providing working capital are obtained.
Monterey Park
Pasadena We have prepared, for your review and use, a model council agenda staff report and
Pomona resolution approving and adopting an amendment to the SGVCOG JPA by adding the
Rosemead power to borrow money, incur indebtedness and/or issue bonds for the benefit of the
San Dimas ACE Project and to be repaid exclusively from funds pledged or designated for the ACE
Project
San Gabriel
San Marino Approval of the amendment by the City will not result in any additional liability for the
Sierra Madre City nor will it impact the City's creditworthiness Section 16 of the JPA, adopted
South El Monte pursuant to the express authorization of Government Code section 6508.1 provides that:
South Pasadena
Walnut "[t]he debts, liabilities and obligations of the Council
West Covina shall be the debts, liabilities or obligations of the Council
alone. No Member of the Council shall be responsible,
EXECUTIVE DIRECTOR/
SECRETARY
Nicholas T. Conway
Arroyo Associates, Inc.
October 20, 2000 0
Page 2
directly or indirectly, for any obligation, debt or liability
of the Council, whatsoever." (The term "Member of the
Council" refers to the member cities of the San Gabriel
Valley Council of Governments.)
Moreover, the proposed amendment provides that any borrowing thereunder shall be for
the purpose of financing the ACE Project and shall be repaid solely from funds pledged
or otherwise designated for the ACE Project. Accordingly, the adoption of the
amendment to the JPA and subsequent issuance of debt by the SGVCOG will have no
effect whatsoever on the City's liability, creditworthiness or its own ability to issue debt.
Timely action is necessary, as the financing transaction will take several months to
complete. The Authority estimates that, if current Project progress is maintained, it will
encounter cash flow difficulties beginning in February 2001. Accordingly, adoption of
the amendment to the SGVCOG Agreement by at least 16 members as soon as possible is
essential to complete the financing and provide the necessary cash flow to the Authority
by late January 2001.
Please call me at 626 564 -9702 if you have any questions. Thank you for your attention
to this matter.
Sincerely,
Nicholas T. Conway
Executive Director
c: M. Clark
NOV -22 -1999
11 55 . BURKE,WILLIAMS LA. •
213 236 2709 P.02
SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
A JOINT POWERS AUTHORITY
AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
EFFECTIVE SEPTEMBER 17, 1998
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BURKE,WILLIRMS LA. • 213 236 2700 P.03
TABLE OF CONTENTS
Section 1.
Section 2.
Section 3.
Section 4.
Section 5
Section 6.
Section 7.
Section S.
Section 9.
Section 10.
Doc 1993 2
i
PAGE
Recitals . . . . . . . . . . . . . .
. . 1
Creation of Separate Legal Entity . . .
. .2
Name . . . . . . . . . . . . . . . . .
. . 2
Purpose and Powers of the Council . . .
. .2
a_ Purpose of Council . . . . . . . .
. .2
b. Common Powers . . . . .
. . 3
C. Exercise of Powers. . . . . . . .
. . 4
Creation of the Governing Board . . .
. . .4
a. Designation of Governing
Board Representatives . . .
_.4
b. Designation of Alternate
Governing Board Representatives .
. . 5
c. Eligibility . . . . . . . .
. _ 5
Use of Public Funds and Property . . .
. . 5
Functioning of Governing Board . . . .
. . 5
a. Voting and Participation . . . .
. . .5
b. Proxy Voting . . . . . . . . .
. . .6
C. Quorum . . . . . . . . . . .
. . .6
d. Committees . . . . . . . . . . .
. . 6
e. Actions . . . . . . . . . . . . .
. . 6
Duties of the Governing Board . . . .
. . .6
Roberts Rules of Order . . . . . . .
. 6
Meeting of Governing Board . . . . . .
. . 7
i
NOU -22 -1999 11:55 � BURKE,WILLIRMS LA. • 213 236 2733 P.04
Section
11.
Election of President and vice - President
7
Section
12.
Executive Director _ . . . .
7
Section
13.
Designation of Treasurer and Auditor . .
. 8
Section
14.
Council Treasurer . . . . .
. .8
Section
15.
Designation of Other Officers
and Employees . . . . . . . . . . . .
.8
Section
16.
Obligations of Council . . . . . . . . .
. 9
Section
17..
Control and Investment of Council Funds .
.9
Section
18.
Implementation Agreements . . . . . . . .
.9
Section
19.
'Term . . . . . . . . . . . . . . . . . .
. 9
Section
20.
Application of Laws to Council Functions
. 9
Section
21,
Members . . . . . . . . . . . . . . . ...
9
a. Withdrawal . . . . . . . . . . . .
: .9
b. Non- Payment of Dues . . . . .
.10
C. Admitting Eligible Members . . . . .
10
d. Admitting New Members . . . . . . .
.10
Section
22.
Interference With Function of Members
10
Section
23.
Dues of Members . . . . . . . . . . .
11
Section
24.
Disposition of Assets _ _ . . . . . . . .
11
Section
25.
Amendment . . . . . . . . . . . . . . . .
11
Section
26.
Effective Date . . . . . . . . . . . . .
.11
Section
27.
Alameda Corridor —East, Gateway to
America Construction Authority. . . . . ..11
ii
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NOU -22 -1999 11:55 BURKE,WILLIRMS LR. 213 236 2706 P.35
AGREEMENT
"SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS"
(A.JOINT POWERS AUTHORITY)
This Agreement ( "Agreement ") is made and entered into
by and between the public entities (Collectively,
"Members ") whose names are set forth on Exhibit A, attached
hereto and incorporated herein by this reference, pursuant
to Section 6500 at se q. of the Government Code and other
applicable law:
WITNESSETH:
The parties hereto do agree as follows:
Section 1. Recitals This Agreement is made and
entered into with respect to the following facts:
a. Historically, the San Gabriel Valley
Association of Cities, an unincorporated association, has
played a valuable role in serving as a forum for the
exchange of ideas and information among its Member cities;
however, the'growing need for the,cities in the San Gabriel
Valley to develop and implement their own subregional
policies and plans and voluntarily and cooperatively
resolve differences among themselves requires a more
representative and formal structure;
b:. The public interest requires a joint powers
agency to conduct studies and projects designed to improve
and coordinate the common governmental responsibilities and
services on an area -wide and subregional basis through the
establishment of a council of governments;
C. The public interest requires that an agency
explore areas of inter - governmental cooperation and
coordination of government programs and provide
recommendations and solutions to problems of common and
general concern to its Members;
d. The public interest requires that an agency
with the aforementioned goals not possess the authority to
compel any of its Members to conduct any activities or
Doc 1993 v2
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implement any plans or strategies that they do not wish to
undertake (except for the payment of.dues);
e. Each Member is a governmental entity
established by law with full powers of government in
legislative, administrative, financial, and other related
fields;
f_ Each Member, by and through.its legislative
body, has determined that a subregional organization to
assist in planning and voluntary coordination among the
cities in the San Gabriel valley is required in furtherance
of the public interest, necessity and convenience; and .
g. Each Member, by and through its legislative
body, has independently determined that the public
interest, convenience and necessity requires the execution
of this Agreement by and on behalf of each such Member.
Section 2. Creation of Separate Legal Entity It
is the intention of the Members to create, by means of this
Agreement, a'separate legal entity within the meaning of
Section 6503.5 of the Government Code. Accordingly, there
is hereby created a separate legal entity which shall
exercise its powers in accordance with the provisions of
this Agreement and applicable law.
Section 3_ Name. The name of the said separate
legal entity shall be the San Gabriel Valley Council of
Governments ( "Council ").
Section 9_ Purpose and Powers of the Council
a. Purpose of Council The purpose of.the
creation of the Council is to provide a vehicle for the
Members to voluntarily engage in regional and cooperative
planning and coordination of government services and
responsibilities to assist the Members in the conduct of
their affairs. It is the clear intent among cities that
the Council shall not possess the authority to compel any
of its Members to conduct any activities or implement any
plans or strategies that they do not wish to undertake
(except for the payment of dues). The goal and intent of
the Council is one of voluntary cooperation among cities
for the collective benefit of cities in the San Gabriel
Valley.
Doe 0993 vz
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NOV -22 -1999 11:56 BURKE,WILLIRMS LR. • 213 236 2700 P.O?
b. Common Powers The Council shall have, and
may exercise, the following powers:
(1) Serve.as an advocate in representing
the Members of the San Gabriel Valley
at the regional, state and federal
levels on issues of importance to the
San Gabriel valley;
(2) Serve.as a forum for the review,
consideration, study, development and
recommendation of public policies and
.plans with regional significance;
(3) Assemble information helpful in the
consideration of problems peculiar to
the Members;
(4) Utilize Member resources or presently
existing single purpose public and
public /private groups to carry out its
programs. and projects;
(5) Explore practical avenues for voluntary
intergovernmental cooperation,
coordination and action in the interest
of local public welfare and improving
the administration of governmental
services;
(6) Assist in coordinating subregional
planning efforts and in resolving
conflicts among the cities in the San
Gabriel Valley as they work toward -
achieving planning goals;
(7) Build a consensus among the Members on
the implementation of policies and
programs for addressing.subregional and
regional issues;
(8) serve as a mechanism for obtaining
state, federal and regional grants to
assist in financing the expenditures of
the'Council;
3
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NOU -22 -1999 11 56 • BURKE,WILLIRNS LA. • 213 236 2960 P.08
(9) Make and enter into contracts,
including contracts for the services of
engineers, consultants, planners,
attorneys and single purpose
public /private groups;
(10). Employ agents, officers and employees;
(11) Apply for, receive and administer a
grant or grants under any federal,
state, or regional programs;
(12) Receive gifts, contributions and
donations of property, funds, services
and other.forms of financial assistance
from persons, firms, corporations and
any governmental entity;
(13) Lease, manage,
any buildings,
and
(14) Delegate some
the Executive
provided.
maintain, and operate
works, or improvements;
or all of its powers to
Director as hereinafter
C. Exercise of Powers The Council shall, in
addition, have all implied powers necessary to perform its
functions, It shall exercise its powers only in a manner
consistent with the provisions of applicable law, this
Agreement and the Bylaws. For.the purposes of determining
the restrictions to be imposed on the Council in its manner
of exercising its powers pursuant to Government Code
section 6509, reference shall be made to, and the Council
shall observe, the restrictions imposed upon the City of
West Covina:
Section 5. Creation of Governing Board There is
hereby created a Governing Board for the Council
("Governing Board ") to conduct the affairs of the Council.
The Governing Board shall be constituted as follows:
. a. Designation of Governing Board
Representatives One person shall be designated as a
representative of the Governing Board by the legislative
4
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• BURKE,WILLIAMS LA. • 213 236 2700 P.09
body of each of the Members ( "Governing Board
Representative ").
b. Designation of Alternate Governing Board
Representatives One person shall be designated as an
alternate representative of the Governing Board by the
legislative body of each of the Members ("Alternate
Governing Board Representative ").
c. Eligibility No person shall be eligible to
serve as a Governing Board Representative or an Alternate
Governing Board Representative unless that person is, at
all times during the tenure of that person as a Governing
Board Representative or Alternate Governing Board
Representative, a Member of the legislative body of one of
the appointing Members. Should any person serving on the
Governing Board fail to maintain the status as required by
this Section 5, that person's position on the Governing
Board shall be deemed vacated as of.the date.such person .
ceases to qualify pursuant to the provisions of this
Section 5 and the . Member shall be entitled to appoint a
qualified replacement.
Section 6. Use of Public Funds and Property The
Council shall be empowered to utilize for its purposes,
public and /or private funds, property and other resources
received from the Members and /or from other sources.
Subject to the approval of the Governing Board of the
Council, the Members shall participate in the funding of
the Council in such a manner as the Governing Board shall
prescribe, subject to the provisions of Section 23 of this
Agreement. Where applicable, the Governing Board of the
Council may permit one or more of the Members to provide in
kind services, including the use of property, in lieu of
devoting cash to the funding of the Council's activities.
section 7. Functioning of Governing Board
a. Voting and Participation Each Member may
cast only one vcte each issue before the Governing
Board through its representatives.. An Alternate Governing
Board Representative may participate or vote in the
proceedings of the Governing Board only in the absence of
that Member's Governing Board Representative. .Governing
Board Representatives and Alternate Governing Board
Representatives seated on the Governing Board shall be
entitled to participate and vote on matters pending before
Doc 0993 vZ
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the Governing Board only if such person is physically
present at the meeting,of the Governing Board and if the
Member which that Governing Board Representative or
Alternate Governing Board Representative represents has
- timely and fully paid dues as required by this Agreement
and the Bylaws.
b, Proxy Voting No absentee or proxy shall be
permitted.
C. Quorum A,quorum of the Governing Board
shall consist of not less than fifty percent (508) plus one
(1) of its total voting membership.
d. Committees As needed, the Governing Board
may create permanent or ad hoc advisory committees to give
advice to the Governing Board on such matters as may be
referred to such committees by the Governing Board. All
committees shall have a'stated purpose before they are
formed. Such a committee shall remain in existence until
it is dissolved by the Governing Board. Qualified persons
shall be appointed to.such committees by the pleasure of
the Governing Board. Committees, unless otherwise provided
by law, this Agreement, the Bylaws or by direction of the
Governing Board, may be composed of representatives to the
Governing Board and non- representatives,to the Governing
Board.
e. Actions Actions taken by the Governing
Board shall be by not less than fifty percent (508) plus
one (1) of the voting representatives of the Governing
Board which -are present with a quorum in attendance, unless
by a provision of applicable law, this Agreement, the
Bylaws or by direction of the Governing Board, a higher
number of votes is required to carry a particular motion.
Section S. Duties of the Governing Board The
Governing Board shall be deemed, for all purposes, the
policy making body of the Council. All of the powers of
the Council, except as may be expressly delegated to others
pursuant to the provisions of applicable law, this
Agreement, the Bylaws or by direction of the Governing
Board, shall be exercised by and through the Governing
Board.
Section 9. Roberts Rules of Order The substance
of Roberts Rules of Order shall apply to proceedings of the
6
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NOU -22 -1999 11:57 BURKE, WILLIAMS LA. 213 236 2700 P.11
Governing Board, except as may otherwise be provided by
provisions of applicable law, this Agreement, the Bylaws or
by direction of the Governing Board.
Section 10. Meetings of Governing Board The
Governing Board shall, by means of the adoption of Bylaws,
establish the dates and times of regular meetings of the
Governing Board. The location of each such meeting shall
be as directed by the Governing Board.
Section 11. Election of President and Vice -
President The President shall be the chairperson,of the
Governing Board, shall conduct all meetings of the _
Governing Board and perform such other duties and functions
as required of such person by provisions of applicable law,
this Agreement, the Bylaws or by the direction of the
Governing Board. The Vice - President shall serve as
President in the absence of the President and shall perform
such duties as may be required by provisions of applicable
law, this Agreement, the Bylaws, or by the direction of the
Governing Board or the President.
At the first regular meeting of the Governing Board, a
Governing Board Representative shall be elected to the
position of President by the Governing Board, and a
different Governing Board Representative shall be elected
Vice - President of the Governing Board. The terms of office
of the President and Vice- President elected at the first
regular meeting of the Governing Board shall continue
through the first July 1 of their terms and expire on the
second July 1, and elections to determine their successors
shall not be held until the first regular meeting of the
May preceding the second July 1. Thereafter, a Governing
Board Representative shall be elected to the position
vice - President of the Governing Board at the first regular
meeting of the Governing Board held in May of each calendar
year_ The terms of office of the President and Vice -
President shall commence and expire on July 1.
If there is a vacancy, for any reason, in the position
of President or Vice - President, the Governing Board shall
forthwith conduct an election and fill such vacancy for the
unexpired term of such prior incumbent.
Section 12. Executive Director The Governing
Board may appoint by a vote of fifty percent (508) plus one
(1) of the total voting membership a qualified person to be
Doc 1993 -3
NOU -22 -1999 11:57 • BURKE,WILLIAMS LA. • .213 236 2700 P.12
Executive Director on any basis it desires including, but
not limited to, a contract or employee basis. The
Executive Director shall be neither a Governing Board
Representative, nor an Alternate Governing Board
Representative, nor an elected official of any Eligible
Public Entity (as defined in Section 21 (c) of this
Agreement). The Executive Director shall be the chief
administrative officer of the Council. The Executive
Director shall'serve at the pleasure of the Governing Board
and may be relieved from such position at any time, without
cause, by a vote of fifty percent (509) plus one (1) of the
total voting membership of the Governing Board taken at a
regular, adjourned regular or special meeting of the
Governing Board. The Executive Director shall perform such
duties as may be imposed upon that person by provisions of
applicable law, this Agreement, the Bylaws, or by the.
direction of the Governing Board.
Section 13. Designation of Treasurer and Auditor
The Governing Board shall, in accordance with applicable
law, designate a qualified person to act as the Treasurer
for the Council and qualified person to act as the
Auditor of the Council. If the Governing Board so_
designates, and in accordance with provisions of applicable
law, a qualified person may hold both the office of
Treasurer and the office of Auditor of the Council. The
compensation, .if any, of a person or persons holding the
offices of Treasurer and /or Auditor shall be set by the
Governing Board.
Section 14. Council Treasurer The; person holding
the position of Treasurer of the Council shall have charge
of the depositing and custody of all funds held by the
Council. The Treasurer shall perform such other duties as
may be imposed by provisions of applicable law, including
those duties described in Section 6505.5 of the Government
Code, and such duties as may be required by the Governing
Board_ The Council's Auditor shall perform such functions
as may be required by provisions of applicable law, this
Agreement,.the Bylaws and by the direction of the Governing
Board.
Section 15. Designation of Other officers and
Employees The Governing Board may employ such other
officers or employees as it deems appropriate and necessary
to conduct the affairs of the Council.
s
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NOU -22 -1999 11:58 BURKE,WILLIAMS LA. • 213 236 2700 P.13
Section 16, obligations of Council The debts,
liabilities and obligations of the Council shall be the
debts, liabilities or obligations of the Council alone. No
Member of the Council shall be responsible, directly or
indirectly, for any obligation, debt or liability of the
Council, whatsoever.
Section 17. Control and Investment of Council
Funds The Governing Board shall adopt a policy for the
control and investment of its funds and shall require,
strict compliance with such policy. The policy shall
comply, in all respects, with all provisions of applicable
law.
Section 18. Implementation Agreements when
authorized by the Governing Board, affected Members may
execute an Implementation Agreement for the purpose of
authorizing the Council to implement, manage and administer
area -wide and regional programs in the interest of the
local public welfare. The costs incurred by the Council in
implementing a program, including indirect costs, shall be
assessed only•to those Members who are parties to that
Implementation Agreement.
Section 19. Term The Council created pursuant to
this Agreement shall continue in existence until such time
as this Agreement is terminated. This Agreement may not be
terminated except by an affirmative vote of not less than
fifty percent (508) plus one (1) of the then total voting
membership of the Governing Board.
Section 20. Application of Laws to Council
Functions The Council shall comply with all applicable
laws in the conduct of its affairs, including, but not
limited to, the Ralph M. Brown Act. (Section 54950 et
seq., of the Government Code.)
Section 21 Members
a. Withdrawal A Member may withdraw from the
Council by filing its written notice of withdrawal with the
President of the Governing Board 60 days before the actual
withdrawal. Such a withdrawal shall be effective at 12:00
o'clock a.m. on the last day of that_60 -day. period. The
withdrawal of a Member shall not in any way discharge,
impair or modify the voluntarily- assumed obligations for
the withdrawn Member in existence as of the effective date
9
Doe 9993 vd
NOU -22 -1999 11:58 BURKE,WILLIRNS LA. 213 23S 27x0 P.14
of its withdrawal. Withdrawal of a Member shall not affect
the remaining Members. A withdrawn Member shall be
entitled to the balance of the annual dues paid for the
year by that Member which were intended for the remaining
part of that year. Withdrawal from any Implementation
Agreement shall not be deemed withdrawal from the council.
b. Non - Payment of Dues If a Member fails to
Pay dues within three months of the annual dues assessment
as required under Section 23 of this Agreement and the
Bylaws, and after a 30-day written notice is provided to
that Member, the Member shall be deemed to.be suspended
from this Agreement and the Council. When a Member is
suspended, no representative of that Member shall
participate or vote on the Governing Board_ Such a Member
shall be readmitted only upon the payment of all dues then
owed by the Member, including dues incurred prior to the
suspension and during the suspension.
c. Admitting Eligible Members Eligible public
entities whose names are set forth on Exhibit A to this
Agreement ( "Eligible Public Entities ") shall be admitted to
the Council by 1) adopting this Agreement by majority vote
of the legislative body of the Eligible Public Entity and
2) properly signing this Agreement. An Eligible Public
Entity may be 'admitted regardless of whether it adopted and
signed this Agreement before or after. the Effective Date
(as defined in Section 26 of this Agreement). No vote of
the Governing Board shall be required to admit an Eligible
Public Entity.
d. Admitting New Members New Members who are
not Eligible Public Entities may be admitted to the Council
upon an affirmative vote of not less .than fifty percent
(50 %) plus one (1) of the total voting membership of the
Governing Board provided that such a proposed new Member is
a city whose jurisdiction, or part thereof, lies within
and /or immediately adjacent to, the San Gabriel Valley.
Admission shall be subject to such terms and conditions as
the Governing Board may deem appropriate. .
Section 22. Interference With Function of Members
The Governing Board shall not take any action which
constitutes an interference with the exercise of lawful
powers by a Member of the Council.
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Section 23, Dues of Members The Members of the
Council shall be responsible for the payment to the ,
council, annually, of dues in the amounts periodically
budgeted by the Governing Board, as and for the operating
costs of the Council ("Dues") as provided in the Bylaws.
Section 24. Disposition of Assets Upon
termination of this Agreement, after the payment of all
obligations.of the Council, any assets remaining shall be
distributed to the Members in proportion to the then
obligation of those Members' obligation to participate in
the funding of the Council as provided in Section 23
hereof.
Section 25. Amendment This Agreement may be
amended at anytime with the consent of fifty percent (509)
plus one (1) of all of the legislative bodies of the then
parties hereto.
Section 26.. Effective Date The effective date
( "Effective Date ") of this Agreement shall be March 1, 1994
if fifty percent (508) plus one (1) of the Eligible Public
Entities adopt this Agreement by a majority vote of the
legislative body of each Eligible Public Entity and sign
this Agreement. If fifty percent (508) plus one (1) of the
Eligible Public Entities have not signed this Agreement by
March 1, 1994, then the Effective Date of the Agreement
shall be the date on which fifty percent (508) plus
one (1) of the Eligible Public Entities adopt and sign this
Agreement_
Section 2?. Alameda Corridor - East, Gateway to
America Construction Authority.
a. In addition to the Governing Board of the
Council, there shall be an Alameda Corridor - East, Gateway.
to America Construction Authority (the "ACE Construction
Authority "). The ACE Construction Authority shall have
responsibility for the day -to -day implementation of the
Alameda Corridor - East, Gateway to America Project (the
"Project ") as ultimately adopted and approved by the
Governing Board pursuant to Federal, State and local
regulations. To facilitate such implementation of the
Project, the ACE Construction Authority, upon the
assignment of funds to it and subject to such restrictions
imposed by Federal, State and local governmental entities
and by the SGVCOG Governing Board, shall have the following
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Powers to act on behalf of the San Gabriel valley Council
of Governments:
(1) To make and enter into contracts,
including public works contracts and
contracts for design, materials and
construction, and for the services of
engineers, consultants, planners, and
single purpose public or private groups,
on behalf of and in the name of the
SGVCOG;'
(2) To employ agents, officers and employees;
(3) To acquire, by purchase or eminent
domain, construct, reconstruct,
rehabilitate, maintain in whole or in
part, on behalf of and in the name of the
SGVCOG, land, facilities and
appurtenances necessary or convenient for
the completion of the Project;
(4) To lease, manage, maintain, and operate
on behalf of and in the name of the
SGVCOG any buildings, works or
improvements; and
(5) To provide for or obtain insurance for
the SGVCOG and Members of the ACE.
Construction Authority, and their agents,
officers, and employees.
b. The powers of the ACE Construction Authority
shall be exercised only in furtherance of the Project and
may be further limited and /or expanded by the SGVCOG
Bylaws, as adopted or amended by the'Governing Board.
C. The ACE Construction Authority shall be
comprised of nine (9) Members, the qualifications for which
shall be set forth in the Bylaws. The ACE Construction
Authority shall consist of one Member from each municipal
jurisdiction within which the Project, or any phase
thereof, will be constructed; one Member from each non -
Member jurisdiction: (the.City of Los Angeles, the County
of Los Angeles and the City of Pico Rivera); and the
President of the SGVCOG, or his or her delegatee. For non -
SGVCOG Member jurisdictions, participation on the Committee
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NOV -22 -1999 11:59 9URKE,WILLIRMS LA. . 213 236 2700 P.17
shall require an Agreement between the non - Member
jurisdiction and the SGVCOG by which the non - Member
jurisdiction agrees to be bound by this Amendment and the
SGVCOG Bylaws governing the ACE Construction Authority.
d. It is contemplated that the SGVCOG will
receive funds to be -used for the Project from various
federal, state and .local funding sources and that the
receipt of such funds will be conditioned by regulation,
law or agreement. The'Governing Board shall have control
of all such funds until such time as responsibility for
management and /or use of the funds is transferred to the
ACE Construction Authority by the Board by appropriate
Board. Action. Such Action, in additional to the delegation
of annual budgeting authority, may.contain restrictions on
the use of such funds and on the ACE Construction
Authority, in addition to any found in the Board - adopted
Bylaws, and as is required by Federal, State and local
entities and the SGVCOG.
e. The ACE Construction Authority may be
dissolved by the Board upon a majority (509 + 1) vote. In
the event that the ACE Construction Authority,is dissolved
by the Board, the Board shall succeed to the rights,
responsibilities, obligations and duties of the ACE
Construction Authority.
13
Doe 9991 v,
NOU -22 -1999 11:59 BURKE,WILLIRMS LP. • 213 236 2700 P.16
That . the Members of this Joint Powers Agreement have
caused this Agreement to be-executed on their behalf,
respectively, as follows:
City of
Mayor
ATTEST:
City Clerk.
Effective September 17, 1998, as amended by the First
Amendment to the San Gabriel Valley Council of Governments
Joint Powers Authority Agreement.
tec 0993 v2 - 14
NOU -22 -1999 11:59 _ • HURKE,WILLIRNS LA. • 213 236 2700 P.19
EXHIBIT A
Eligible Public Entities
Alhambra
La Verne
Arcadia
Monrovia
Azusa
Monterey Park
Baldwin Park
Pasadena
Bradbury
Pomona
Claremont
Rosemead
Covina
San Dimas
Diamond Bar
San Gabriel
Duarte
San Marino
E1 Monte
Sierra Madre
Glendora
South El Monte
Industry
South Pasadena
Irwindale
Temple City
La Puente
Walnut
West Covina
Doc ♦993 v2
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SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
A JOINT POWERS AUTHORITY
AMENDED AND RESTATED BYLAWS
EFFECTIVE SEPTEMBER 17, 1998
F. ;g•,.
NDV -22 -1999 12:00 • BURKE,WILLIAMS LA. 213 23S 2700 P.21
BYLAWS
SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
The San Gabriel Valley Council of Governments (the
"Council ") is an agency voluntarily established by its Members
pursuant to a Joint Powers Agreement ("Agreement ") for the
purpose of providing a vehicle, for the Members to engage in
regional and cooperative planning and coordination of government
services and responsibilities to assist the Members in the
conduct of their affairs. In addition, the Council will provide
a regional organization for the review of federal, state, and /or
regional projects and studies which involve the use of federal,
state and /or regional funds, in various forms.
It is the clear intent among cities that the Council shall
not possess the authority to compel any of its Members to
conduct any activities or implement any plans-or strategies that
they do not wish to undertake (except for the payment of dues).
The goal and intent of the Council is one of voluntary
cooperation among cities for the collective benefit of cities in
the San Gabriel Valley.
Article I — Definitions
The terms "Agreement," "Alternate Governing Board
Representative," .. Council," "Governing Board," and "Governing
Board Representative," as used in these Bylaws are defined in
the Agreement and said definitions are - incorporated herein by
reference.
Article II - Membership and Representation
A_ Membership. Members shall withdraw from or be
admitted to the Council in accordance with Section 21 of the
Agreement.
B. Representation.
1. The Governing Board Representative and
Alternate Governing Board Representative for a city shall be
designated by a resolution of that city's legislative body:
Governing Board Representatives and Alternate Governing Board
Representatives shall be appointed for one year.
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2. Names of.Governing Board Representatives and
Alternate Governing Board Representatives shall be communicated
to the Governing Board by the appointing city in writing.
3. Governing Board Representatives and Alternate
Governing Board Representatives shall serve until a successor is
appointed.
Article III — Governing Board
A. Powers and Duties. The powers and duties of the
Governing Board, subject to the limitations of applicable.law,
the Agreement and these Bylaws, shall include:
1. All of the powers of the Council provided in
Section 4 of the Agreement, except as may be expressly delegated
to others pursuant to the provisions of..the Agreement, these
Bylaws or by the direction of the Governing Board shall be
exercised by and through the Governing Board.
2_ Making policy decisions and determining policy
matters for the Council.
3. Conducting the affairs of the Council
4. Appointing, fixing the compensation of and
removing an Executive Director and other staff of the Council.
5. Annually reviewing the proposed Council budget
and assessment schedule submitted by the Executive Director and
adopting an annual budget and an assessment schedule.
6. . Appointing a Technical Advisory Committee,
Standing Committees and, if necessary, committees to study
specific problems, programs, or other matters which it has
approved for study_
7. Acting upon policy recommendations including
policy recommendations from committees.
B. Meetings.
1. Regular meetings of the Governing Board shall be
held monthly. Special meetings of the Governing Board may be
called by the President. All meetings of the Council shall be
called by the President. All meetings of the Council.shall be
2
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called and conducted, and an agenda posted, in accordance with
the Ralph M. Brown Act, Government Code Section 54950 et seq.,
as it now exists or may hereafter be amended. Members shall
direct their Clerks to comply with all notice and agenda posting
requirements deemed necessary by the Governing Board.
2. The time and date of regular meetings of the
Governing Board shall be 6:00 p.m. on the third Thursday of the
month. The location of each meeting shall be determined the
preceding month by the Governing Board.
3. Council committees shall meet on the call of
their chairperson or as otherwise provided herein and in
compliance with applicable law.
C. Voting. Voting on the Governing Board shall be
conducted as prescribed in the Agreement. Further, voting may
be either by voice or roll call vote. A roll call vote shall be
conducted upon the demand of five participating representatives,
or at the discretion of the presiding officer.
Article IV — 'Executive Director
The powers and duties of the Executive.Director are:
A. Subject to the authority of and as directed by the
Governing Board, to administer the affairs of the Council.
S. Subject to the authority of and as-directed by the
Governing Board, to appoint, direct and remove all employees of
the Council and to retain consultants.
C. Annually to prepare and present a proposed budget to
the Board of Directors and to control the - approved budget.
D. To serve as the Secretary of the Council.
E. To attend the meetings of the Governing Board.
F. To perform such other and additional duties as the
Governing Board, these Bylaws, the Agreement or applicable law
may require.
Article V — Other Officars and Employees
A. Secretary. The Executive Director shall he the
Secretary of the Council and shall have no vote on the Governing
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Board. The Secretary shall keep a record of all proceedings and
perform the usual duties of such office.
B. Treasurer and Auditor. Pursuant to Government Code
Section 6505.6, the Treasurer of the Council and the Auditor of
the Council shall be the same person. Any Governing Board
Representative who does not already hold an office may be
appointed to be the Treasurer /Auditor of the Council. The
Treasurer /Auditor shall.possess the powers of, and shall perform
those functions required by, Government Code Sections 6505,
6505.5 and 6505.6, and all other applicable laws and
regulations, including any subsequent amendments thereto. The
Treasurer /Auditor shall have custody of all funds and shall
provide for strict accountability thereof in accordance with
Government Code.Section 6505.5 and other applicable laws. The
Treasurer /Auditor.shall annually cause an independent audit to
be made by a certified public accountant, or public accountant,
in accordance with Government Code Sections 6505 and 6505.6.
The Treasurer /Auditor shall perform all'of the duties required
in Government code Section 6505 and following, and such other
duties as may be prescribed by provisions of applicable law, the
Agreement, these Bylaws or.by the direction of the Governing
Board.
C. Additional Officers and Employees. The Governing Board
shall have the power to authorize such additional officers and
employees as may be appropriate. Such officers and employees
may also be, but are not required to be, officers and employees
of the individual Members. None of the officers, agents, or
employees appointed by the Governing Board shall be deemed, by
reason of their employment by the Governing Board, to be
employed by any of the Members or, by reason of their employment
by the Governing Board, to be subject to any of the requirements
of such Members.
D. Bonding Requirement. The officers or persons who
have charge of, handle, or,have access to any property of the
Council .shall be persons designated as such by the governing.
board_ Each such designated officer or person shall be required
to file an official bond with the Governing Board, at the
expense of the Governing Board, in an amount which shall be
established by the Governing Board. Should the existing bond or-
bonds of any such officers be'extended to cover the obligations
provided herein, said bond shall be the official bond required
herein. The premiums of any such bonds attributable to the
coverage required herein shall be appropriate expenses of the
Council.
Doc 1996 vl
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E. Status of Members' Officers and Employees. As
provided in Government Code Section 6513, all of the privileges
and immunities from liability and other benefits which apply to
the activities of officers, agents, or employees of any of the
Members when performing their respective functions within the
territorial limits of their respective public agencies shall
apply to them while engaged in the performance of any of their
functions and duties extraterritorially under the Agreement.
Article VI - Technical Advisory. Committee
The Governing Board shall establish a Technical Advisory
Committee ( "TAC") at its first regular meeting.- The TAC shall
be established for the purpose of making recommendations to the
Governing Board. The TAC shall be composed of one city manager
(or person holding the equivalent position, which position
differs only in title), or that city manager's designee, from
each Member city. Each Member's designee to the TAC shall be .
designated by a letter of that agency sent to the Governing
Board. The President of the TAC shall be a city manager (or
person holding the equivalent position, which position differs
only in title) of any Member and shall be elected by a majority
vote of the city managers(or persons holding the equivalent
position, which position differs only in title) in a forum of
their choosing. The President of the TAC shall sit as an ex
officio Member of the Governing Board and will make
recommendations directly to the Governing Board. A quorum of
the TAC shall be one -third (1 /3) of its membership. The
meetings,of the TAC shall be held in accordance with the Ralph
M. Brown Act (Government Code section 54950 et seq ).
Article VII - Standing and Ad Hoc Committees
The Governing Board may establish Standing and Ad Hoc
Committees. The Standing and Ad Hoc Committees shall be for the
purpose of developing recommendations to the Governing Board or
TAC, as appropriate. All Standing and Ad Hoc.Committees shall
have a written statement of purpose, and the Ad Hoc Committees
shall in addition have a written statement of charges, before
they are formed. The President shall recommend, and the
Governing Board shall appoint by a vote of fifty percent (508
plus one (1), the Members of the Standing and Ad Hoc Committees.
Members to the Standing and Ad Hoc Committees shall be appointed
for one year terms. In making recommendations for Members to
the Standing and Ad Hoc Committees, the President shall consider
regional representation. A quorum of a Standing or Ad Hoc
Committee shall be a majority of its membership. All Standing
s
Doc 0996 .1
NOV -22 -1999 12 :01 BURKE, WILLIAMS LA. 213 236 2700 P.26
or Ad Hoc Committees (except TAC) shall be chaired by a
Governing Board Representative. A11 meetings of the Standing
and Ad Hoc Committees shall be held in accordance with the Ralph
M Brown Act. (Government Code Section 54950 et sect.)
Article VIII - General Assembly
- A General Assembly may be called by the President of the
Governing Board at any time to discuss issues and make
recommendations to the Governing Board. All elected officials
of the legislative bodies of all Members shall-be Members of the
General Assembly. The General Assembly is not required to meet.
The President of the Governing Board shall be the President of
the General Assembly.
Article IX - Budgets, Dues and Disbursements
A. Annual Budget. The Governing Board shall adopt a
Budget annually prior to July 1 or each calendar year.
B. Budget Amendments. The Governing Board may at any
time amend the budget to incorporate additional income and
disbursements that might become available to the Council for its
purposes during a fiscal year.
C. Fiscal Year. The Council shall be operated on a
fiscal year basis beginning on July 1 of each year and
continuing until June 30.
D. Accounts. All funds shall be placed in appropriate
accounts and the receipt, transfer, or disbursement of such
.funds shall be accounted for in accordance with generally
accepted accounting principles applicable to governmental
entities and pursuant to Government Code Section 6505 and any
other applicable laws. There shall be strict accountability of
all funds. All revenues and expenditures shall be- reported to
the Governing Board.
E. Expenditures Within Approved Budget. All
expenditures shall be made within the approved annual budget.
No expenditures in excess of those budgeted shall be made
without the approval of a majority of a quorum of the Governing
Board,
F. Audit. The records and accounts of the Council
shall be audited.annually by an independent certified public .
accountant, or public accountant, in compliance with Government
6
Doc 0996 v1
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•
Code Sections 6505.5.- 6505.6, and copies of such audit report
shall be filed with the State Controller and each party to the
Council no later than fifteen (15) days after receipt of said
audit by the Governing Board.
G. Dues. The Members of the Council shall be
responsible for payment to the Council, annually, of dues in the
amounts periodically budgeted by the Governing Board, as and for
the operating costs of the Council ( "Dues "). Sixty (60) days
notice shall be provided to Members of the date of the meeting
at which Dues are to be determined for the following year.
H. Uses of.Funds. Grant funds received by the Council
from any federal, state, or regional agency to pay for budgeted
expenditures for which the Council has received_ all or a portion
of said funds from the parties hereto shall be used as
determined by the Governing Board.
Article X - Amendments
Amendments to these Bylaws may be proposed by a Governing
Board Representative. The Amendment shall be submitted to the
Governing Board at a,meeting at least one month prior to the
meeting at which the Amendment is voted upon. A vote of fifty
percent (50 %) plus one (1') of the total voting membership cf the
Governing Board is required to adopt an Amendment.
Article XI - Alameda Corridor - East, Gateway to Amorica
Construction Authority
A. Purpose and Powers. The Alameda Corridor - East,
Gateway to America Construction Authority (the "ACE Construction
Authority, ") shall exist solely to implement the Alameda Corridor
- East, Gateway to America Project (the "Project "), all as
described in the First Amendment to the SGVCOG JPA.
B. Compliance With Applicable Laws; Permits and Licenses.
The ACE Construction Authority shall keep itself informed
of and comply with all applicable federal, state and local laws,
statutes, codes, ordinances, regulations and rules governing the
implementation of the Project.
C. Brown Act. The ACE Construction Authority shall
comply with all applicable laws in the conduct of its affairs,
including, but not limited to, the Ralph M. Brown'Act.
(Government Code Section 54950 et seq.) -
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•
D. Composition of the ACE Construction Authority. The
ACE Construction Authority shall be constituted as follows:
1. Designation of ACE Construction Authority Members
and Alternates The ACE Construction Authority shall be
comprised of representatives from the following jurisdictions:
the City of El Monte, the City of Industry, the City of
Montebello, the City of Pomona, the City of Los Angeles, the
County of Los Angeles,. the City of Pico Rivera and the City of
San Gabriel (the "Project Participants. "). Each Project
Participant shall designate a Construction Authority Member and
an Alternate. For those jurisdictions that are Members of the
SGVCOG, the Member and Alternate on the Construction Authority
shall be the city's Member and Alternate to the SGVCOG Governing
Board. For Project Participants that are not Members of the
SGVCOG, each Project Participant shall designate an eligible
person (as defined herein) as a Member and another eligible
person as an Alternate, subject to SGVCOG Governing Board
approval. The President of the SGVCOG shall be a Member of the
ACE Construction Authority. In the event the President of the
SGVCOG is a Councilperson of any jurisdiction represented on the.
ACE Construction Authority, the President shall designate a
SGVCOG Governing Board Member to represent the Governing Board
on the Construction Authority, subject to Governing Board
approval.
2. Eligibility No person shall be eligible to
serve as an ACE Construction Authority Member unles's that person
is, at all times during that person's tenure as an ACE
Construction'Authority Member; a Member of the legislative body
of one of the Project Participants.. Should any person serving
on the ACE Construction Authority fail to maintain this elected
official status, that person's position on the ACE Construction
Authoritv shall be deemed vacated as of the date such person
ceases to qualify pursuant to this paragraph and the appointing
jurisdiction shall be entitled to appoint a qualified
replacement.
3_ Non- SGVCOG Member ACE Construction Authority
Members For those Project Participants that are not Members of
the SGVCOG, participation on the ACE Construction Authority and
the ability to recommend for appointment an ACE Construction
Authority Member and Alternate shall be conditioned on the
execution of an agreement, approved by the Governing Board,
between such jurisdiction and the SGVCOG, which agreement shall
reflect the non - SGVCOG Member's agreement to be bound by these
By -Laws, as approved and amended from time to time by the
e
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Governing Board, lawful action of the SGVCOG_Board and the First
Amendment to the SGVCOG JPA.
4. Removal of ACE Construction Authority Members:
The Governing Board shall have the authority at any time to
remove any individual Member of the ACE Construction Authority.
Grounds for such removal shall be: misfeasance - or malfeasance in
office; violation of the SGVCOG Joint Powers Authority
Agreement, and any amendments thereto; the bylaws of the SCVCOG,
and any amendments thereto; and /or violation of any Standards of
Conduct and amendments thereto adopted by the SGVCOG.
E. ACE Construction Authority Procedures. The ACE
Construction Authority shall be governed by the following
procedures:
1. Voting and Participation ' Each ACE
Construction Authority Member may cast only one vote for each
issue before the ACE Construction Authority. Members seated on
the ACE Construction Authority shall be entitled to participate
and vote on matters pending before it only if such person is
physically present at the meeting of the ACE Construction
Authority.
2. Proxy Voting No absentee ballot or proxy shall
be permitted.
3. Quorum A quorum of the ACE Construction
Authority shall consist of not less than five (5) of its total
voting membership.,
4. Sub Committees As-needed, the ACE
Construction Authority may create ad hoc or advisory committees
to give advice to the ACE Construction Authority on such matters
as may be referred to such committee by the ACE Construction
Authority. All committees shall have a stated purpose before
they are formed and shall be formed by resolution. Such a
committee shall remain in existence'until it is dissolved by the
ACE Construction Authority or the Governing Board. Qualified
persons shall be appointed to such committees by the ACE
Construction Authority and each such appointee shall serve at
the pleasure of the ACE Construction Authority. Committees,
unless otherwise provided by law, the Agreement or the Bylaws,
may be composed of Members and non - Members of the ACE
Construction Authority.
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5. Actions Actions taken by the ACE Construction .
Authority shall be by not less than fifty percent (509) plus one
(1) of the ACE Construction Authority Members present with a
quorum in attendance, unless by a provision of applicable law,
the Agreement or the Bylaws, a higher number of votes is
required to carry a particular motion.
'C. Meetings of ACE Construction Authority. The ACE
Construction Authority shall, by resolution, establish.the dates
and times of regular meetings of the ACE Construction Authority.
The location of each such meeting shall be as directed by the
ACE Construction Authority. Minutes shall be kept of each
meeting and shall, as soon as possible after each meeting, be
forwarded to each ACE Construction Authority Member.
H. Compensation of ACE Construction Authority. ACE
Construction Authority Members shall be entitled to compensation
for attendance at each Construction Authority meeting, and shall
be entitled to reimbursement for travel expenses, as authorized
by the SGVCOG Governing Board.
I. Election of Chair and Vice Chair. The Chair shall be
the chairperson of the ACE Construction Authority, shall conduct
all meetings of the ACE Construction Authority and perform such
other duties.and functions as required of such person by
provisions of applicable law, the JPA Agreement, the Bylaws or
by the direction of the.ACE Construction Authority. The Vice
Chair shall serve as Chair in the absence of the Chair and shall
perform such duties as may be required by provisions of
applicable law, the JPA Agreement, the Bylaws, or by the
direction of the ACE Construction Authority or the Chair.
At the first regular meeting of the ACE Construction
Authority, an ACE Construction Authority Member shall be elected
to the position of Chair by the ACE Construction Authority, and
a different ACE Construction Authority Member shall be elected
to the position of Vice Chair of the ACE Construction Authority.
The,terms of office of the Chair and Vice Chair elected at the
first regular meeting of the ACE Construction Authority shall be
for one year. Thereafter, an ACE Construction Authority Member
shall be elected annually to the position of Chair, and a
different ACE Construction Authority Member shall be elected
annually to the position of Vice Chair of the ACE Construction
Authority.
If there is a vacancy, for any reason, in the position of
Chair or Vice Chair, the ACE Construction Authority shall
to
Doc 1996 V1
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forthwith conduct an election and fill such vacancy for the
unexpired term of such prior incumbent.
J. Finance. The ACE Construction Authority shall report
to and be subject to review by the Treasurer and /or Auditor for
the SGVCOG, and by.the SGVCOG Governing Board and its Executive
Director and all funds shall be managed and administered through
the Treasurer of the SGVCOG.
The Treasurer of the SGVCOG.shall have charge of the
depositing and custody of all funds held by the ACE Construction
Authority. The Treasurer shall perform such other duties as may
be imposed by provisions of applicable law, including those
duties described in Section 6505.5 of the Government Code, and
such duties as may be required by the ACE Construction
Authority. The SGVCOG's Auditor shall perform such functions as
may be required by provisions of applicable law, the Agreement,
and by the direction of the ACE Construction Authority or the
Governing Board.
The books and records of the ACE Construction Authority
shall be open to inspection at all reasonable times.by
representatives of the Members of the SGVCOG, the ACE
Construction Authority Project Participants and Members and the
officers and directors and agents and employees of the entity
they represent and any state or federal or local agency
providing funding for the Project. Within 90 days after the
close of each fiscal year, the SGVCOG Auditor shall give a
complete written report of all financial activities for such
fiscal year to the SGVCOG Board and the ACE Members.
K. Control and Investment of ACE Construction Authority
Funds. The control and investment'of ACE Construction Authority
funds shall be subject to the investment Policy adopted by the
SGVCOG Governing Board. The Treasurer of the SGVCOG shall
strictly comply with such policy.
L. Liability Insurance. The ACE Construction Authority
shall obtain adequate liability coverage and /or insurance for
its activities and shall require parties with whom the ACE
Construction Authority contracts to agree to defend, hold
harmless and indemnify, and name as additional insureds, the
SGVCOG and the.ACE Construction Authority and the officers,
directors, agents and employees of the entity they represent.
M. Implementation Agreements. When authorized by the ACE
Construction Authority, affected Project Participants may
u
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execute Implementation Agreements for the purpose of authorizing
the ACE Construction Authority to implement, manage and
administer area -wide and site-specific Projects within each
Project Participant's jurisdictional boundaries. The ACE
Construction Authority may also enter into Implementation
Agreements with Project Participants authorizing individual
Project Participants to undertake and implement site - specific
improvements.
I
12
TOTAL P.32
• 0
L]
0
FIRST AMENDMENT TO SAN GABRIEL VALLEY COUNCIL
OF GOVERNMENTS JOINT POWERS AUTHORITY
AGREEMENT
This First Amendment to San Gabriel Valley Council of Governments Joint Powers
Authority Agreement ( "Amendment ") is entered into by and between the members of the
San Gabriel Valley Council of Governments ( "SGVCOG ") and is intended to amend that
certain Joint Powers Authority Agreement ( "JPA Agreement ") entered into by and
between the members of the San Gabriel Valley Council of Governments, effective
March 1, 1994. This Amendment is.entered into with respect to the following facts:
RECITALS
Whereas the SGVCOG was established by that certain Joint Powers Authority
Agreement entered into as of March 1, 1994; and
2. Whereas the SGVCOG is contemplating approval of the Alameda Corridor — East,
Gateway to America Project (`Project "); and
3. Whereas the SGVCOG is in the process of undertaking environmental review of such
Project and is in the process of seeking and receiving funds for the Project; and
Whereas any funds received by the SGVCOG for the Project will include
restrictions and responsibilities concerning such funds, imposed by Federal, State and
local entities, requiring the SGVCOG to monitor and control the spending of such
funds; and
5. Whereas the administration of the Project and the day -to -day implementation of the
Project will require significant time and effort, which would detract from the
Governing Board's other duties and responsibilities.
NOW, THEREFORE, the members of the SGVCOG do hereby agree as follows:
SECTION 1. The JPA Agreement is hereby amended to include the following language:
"Section 27. Alameda Corridor — East. Gateway to America Construction
Authority.
a. In addition to the Governing Board of the Council, there shall be an
Alameda Corridor — East, Gateway to America Construction Authority
(the "ACE Construction Authority "). The ACE Construction Authority
shall have responsibility for the day -to -day implementation of the
Alameda Corridor — East, Gateway to America Project (the "Project ") as
ultimately adopted and approved by the Governing Board pursuant to
Federal, State and local regulations. To facilitate such implementation of
0 0
the Project, the ACE Construction Authority, upon the assignment of
funds to it and subject to such restrictions imposed by Federal, State and
local Governmental entities and by the SGVCOG Governing Board, shall
have the following powers to act on behalf of the San Gabriel Valley
Council of Governments:
(1) To make and enter into contracts, including public works
contracts and contracts for design, materials and
construction, and for the services of engineers, consultants,
planners, and single purpose public or private groups, on
behalf of and in the name of the SGVCOG;
(2) . To employ agents, officers and employees;
(3) To acquire, by purchase or eminent domain, construct,
reconstruct, rehabilitate, maintain in whole or in part, on
behalf of and in the name of the SGVCOG, land, facilities
and appurtenances necessary or convenient for the
completion of the Project;
(4) To lease, manage, maintain, and operate on behalf of and in
the name of the SGVCOG any buildings, works or
improvements; and
(5) To provide for or obtain insurance for the SGVCOG and
members of the ACE Construction Authority, and their
agents, officers, and employees.
The powers of the ACE Construction Authority shall be exercised only in
furtherance of the Project and may be further limited and/or expanded by
the SGVCOG by -laws, as adopted or amended by the Governing Board.
C. The ACE Construction Authority shall be comprised of nine (9) members,
the qualifications for which shall be set forth in the by -laws. The ACE
Construction Authority shall consist of one member from each municipal
jurisdiction within which the Project, or any phase thereof, will be
constructed; one member from each non - member jurisdiction: (the City of
Los Angeles, the County of Los Angeles and the City of Pico Rivera); and
the President of the SGVCOG, or his or her delagee. For non - SGVCOG
member jurisdictions, participation on the Committee shall require an
agreement between the non- member jurisdiction and the SGVCOG by
which the non - member jurisdiction agrees to be bound by this Amendment
and the SGVCOG by -laws governing the ACE Construction Authority.
d. It is contemplated that the SGVCOG will receive funds to be used for the
Project from various federal, state and local funding sources and that the
Ref#: 548.2
0 0
receipt of such funds will be conditioned by regulation, law or agreement.
The Governing Board shall have control of all such funds until such time
as responsibility for management and /or use of the funds is transferred to
the ACE Construction Authority by the Board by appropriate Board
Action. Such Action, in additional to the delegation of annual budgeting
authority, may contain restrictions on the use of such funds and on the
ACE Construction Authority, in addition to any found in the Board -
adopted by -laws, and as is required by Federal, State and local entities and
the SGVCOG.
e. The ACE Construction Authority may be dissolved by the Board upon a
majority (50% + 1) vote. In the event that the Committee is dissolved by
the Board, the Board shall succeed to the rights, responsibilities,
obligations and duties of the ACE Construction Authority."
SECTION 2. This Amendment to the San Gabriel Valley Council of Governments Joint
Powers Agreement shall be effective September 17, 1998 if fifty percent (50 %) plus one
(1) of the members of the SGVCOG have signed this Amendment by that date. If not,
then the effective date shall be the first date upon which fifty (50 %) plus one (1) of the
members sign this Amendment. This Amendment may be executed in counterparts.
The members of the San Gabriel Valley Council of Governments have caused this
Amendment to be executed on their behalf, respectively, as follows:
Real: 548.2
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213 236 2700 P.02
SAN GABRIEL VALLEY .COUNCIL OF GOVERNMENTS
A JOINT POWERS AUTHORITY
-AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
EFFECTIVE SEPTEMBER 17, 1998
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TABLE OF CONTENTS
213 236 2700 P.03
i
Doc 0993 �2 _
PAGE
Section
1.
Recitals . . . . . . . .
. . 1
Section
2. ;,.
Creation of Separate '.Legal Entity . .
. . .2
Section
3.
Name . . . . . . . . . . . . . . . .
2
Section
4.
Purpose and Powers of the Council . .
. . .2
a. Purpose of Council . . . . . . .
. . .2
b. Common Powers . . . . . .
. . 3
C. Exercise of Powers. . . . . . . .
. . 4
Section
5.
Creation of the Governing Board . . .
. . .4
a: Designation of Governing
.Board Representatives . . . . .
. . 4
b. Designation of Alternate
Governing Board Representatives .
. . 5
c. .Eligibility . . . . . . . .
. _ 5
Section
6.
Use of Public Funds and Property.. . .
. . 5
Section
7.,
Functioning of Governing Board . . . .
. . 5
a. Voting and Participation . . . .
. . .5
b. Proxy Voting . . . . . . . . . .
. . .6
C. Quozum . . . ... . . . . . . . .
. . .6
d. Committees . . . . . . . .
. . 6
e. . .Actions . . . . . . . . . .
. . 6
Section
8.
Duties of the Governing Board . . . .
. . .6
Section
9.,
Roberts Rules of Order . . . . . .
. . 6
Section
10..
Meeting of Board . . . . . .
. . 7
i
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Section
11.
Election of President and vice - President
. 7
Section
12.
Executive Director _ . . . . . . . . . .
. 7
Section
13.
Designation.of Treasurer and Auditor
8
Section
14;.,
Council. Treasurer . . .. . . . . .
. .8
Section
15.
Designation of Other Officers
and..Employees . . . . . . . . . . . .
. .8
Section
16..:
Obligations of Council . . . . . . . . .
. 9
Section
17.,
Control and. Investment of Council Funds
.9
Section
18.
Implementation Agreements . . . . . . . .
.9
Section
19.
Term . . . . . . . . . . . . . . . . .
. 9
Section
20.,
Application of Laws to Council Functions
9
Section
21.
Members . . . . . . . . . . . . . . .
'.9
a. Withdrawal . . . . . . . . . . . . .
.9
b. Non - Payment of,Dues . . . . . . . .
.10
c. Admitting Eligible Members . . _ _ _
10
d. Admitting New Members . . . . . . .
.10
Section
22.
Interference With Function of Members
10
Section
23.
Dues•of'Members . . . . . . . . .
11
Section
24.
..Disposition of Assets . . . . . . .
11
Section
25.
Amendment . . . . . . . . . . . . . . . .
11
Section
26.
Effective Date . . . . . . . . . . . . .
.11
Section
27,
Alameda Corridor —East, Gateway to
America Construction Authority. . . . . .
11
is
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0
AGREEMENT
^ .SAN GABRIEL. VALLEY COUNCIL OF GOVERNMENTS"
(A'-JOINT POWERS. AUTHORITY)
This Agreement ( "Agreement ") is made and entered into
by and between the public entities (Collectively,
"Members°) whose names are set forth on Exhibit A, attached
hereto and incorporated herein by this reference, pursuant
to Section 6500 at se q. of the Government Code and other
applicable law: -
WITNESSETH
The parties hereto do agree as follows:
Section 1. , Recitals This Agreement is made and
entered into with respect to the following.facts:
a. Historically, the San Gabriel Valley
Association of Cities, an unincorporated association, has-
played a valuable ,rol'e in serving as a forum for the
exchange of_ideas and information among its Member cities;
however, the growing need for the cities in the tan Gabriel
Valley to:develop and implement their own subregional
policies and plans and voluntarily and cooperatively
resolve differences among.themselves requires a more
representative and formal structure;
b:: The public interest requires a joint powers
agency to conduct studies.and projects designed to improve
and coordinate the common governmental responsibilities and
services on-An area -wide and subregional basis through the
establishment of a council'of governments;
C. The public interest requires that an agency
explore areas of inter - governmental cooperation and
coordination of :government programs and provide
recommendations and solutions to problems of common and
general concern to its Members;
d: The public.i'nterest requires that an agency
with the aforemenfioned,goals not possess the authority to
compel any of its Members to conduct any activities or
Doc 1993 v2
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implement any plans or strategies that they do not wish to
undertake (except for the payment of dues);
e. Each - ,Member is a governmental entity
established by law`. with full powers.of government in
legislative, administrative, financial, and other related
fields;
f. Each Member, by and through, its legislative
body, has determined that a subregional organization to
assist in planning and voluntary coordination among the
cities in the San Gabriel Valley is required in furtherance
of the public interest, necessity and convenience; and
g. Each Member, by and through its legislative
body, has independently determined'that the public
interest, convenience and necessity requires the execution
of this Agreement'by and.on behalf of each such Member.
Section 2. Creation of Separate Lecal Entity It
is the intention of the Members to create,, by means of this
Agreement, .a separate legal entity within the meaning of
Section'6503.5 of the Government Code. Accordingly, there
is hereby created :a separate legal entity which shall
exercise its powers in.accordance with the provisions of
this Agreement and applicable law.
Section 3. Name. The name of the said Separate
legal entity shall be the,San Gabriel Valley Council of
Governments ( "Council ").
Section 4. Purpose and Powers of the Council
a.. Purpose.of Council The purpose of the
creation of the Council is' to provide a vehicle for the
Members to voluntarily: engage in regional and cooperative
planning and coordination of government services and
responsibilities to_ assist the Members in the conduct of
their affairs. It is the clear intent among cities that
the Council shall not possess the authority to compel any
of its Members to conduct any activities or implement any
plans or strategies that they do not wish to undertake
(except for the payment of dues). The goal and intent of
the Council is one of voluntary cooperation among cities
for the collective benefit of cities in the San Gabriel
Valley.
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b. Common Powers The Council shall have, and
may exercise, the following powers:
(1) - .serve an advocate in, representing
the `Members of the San Gabriel Valley
at . the.r.egional, "state and federal
levels on issues of "importance to.the
'`.:San Gabriel Valley;
(2) -Serve as.a forum for the review,
consideration, study, development and
recommendation of public policies and
plans with regional significance;
(3) Assemble information helpful in the
consideration of problems peculiar to
the Members;
(9) .Utilize Member resources or presently
existing single purpose public and
public /private groups to carry out its
progiams.and projects;
(5) Explore practical avenues for voluntary
intergovernmental cooperation,
coordination and action in the interest
of local public welfare and improving
-,the 'administration of governmental
services;
(6) Assist in coordinating subregional
planning efforts and in resolving
conflicts among the cities in the San
Gabriel Valley as they work:'toward
achieving planning goals;
(7) -Build a consensus among the Members on
the implementation of policies and
programs for addressing,subregional and
regional issues; .
M ,. Serve as a mechanism for obtaining
state, "federal and regional grants to
_assist in financing the expenditures of
the'Council;
a
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213 236 2700 P.08
.(9).. Make and enter into contracts,
including contracts for the services of
engineers, consultants, planners,
attorneys and single purpose
Public/private groups;
(10), Employ agents, officers and employees;
(11) Apply for, receive and administer a
grant or grants under any federal,
state, or regional programs;
(12) .Receive gifts, contributions and
, ..'donations of property, funds, services
`.and other forms.of financial assistance
from persons, firms, corporations and
any governmental entity;
(13) Lease, manage, maintain, and operate
any buildings, works, or improvements;
and
(14) Delegate some or all of its powers to
the Executive Director as hereinafter
provided.
C. Exercise of'Powers The Council shall, in
addition, have all implied powers necessary to perform its
functions, It shall exercise its powers only in a manner
consistent with the provisions of applicable law, this
Agreement.-and the Bylaws. For the Purposes of determining
the restrictions to be imposed on the Council in its manner
of exercising its powers pursuant to Government Code
section 6509, reference shall be made to, and the Council
shall observe, 'the 'restrictions imposed upon the City of
West Covina -,
Section 5. Creation of Governing Board There is
hereby created.a Governing Board for the Council
( "Governing Board ") to conduct the affairs of the Council.
The Governing Board shall be constituted as follows:
a. Designation of Governing Board
Representatives One person shall be designated as a
representative of the Governing Board by the legislative
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• BURKE,WILLIRMS LA. • 213 236 2700 P.09
body of each of the Members ( "Governing Board
Representative ").
b, Designation of Alternate Governing Board
Representatives One person shall be designated as an
alternate representative of the Governing Board by the
legislative`body..of' each of.the Members ( "Alternate
Governing Board, Repr.esentati've ").
C. Eligibility No person shall be.eligible to
serve as..a'Governing Board Representative or an.Alternate
Governing. Board Representative unless that person is, at
all times during'the .tenure of that person as a'Governing
Board Representative or Alternate Governing Board
Representative, a Member of the legislative body of one of
the appointing Members. Should any person serving on the
Governing Board fail to maintain the status as required by
this Section S, that person's position on the Governing
Board shall be deemed vacated as of the date such person
ceases to qualify pursuant to the provisions of this
Section 5 and the Member shall be entitled to appoint a
qualified replacement.
t
Section 6. Use of Public Funds and Property The
Council shall be empowered to utilize for its purposes,
public and /or private funds, property and other resources
received from the Members and /or from other sources.
Subject to the approval'.of the Governing Board of the
Council, the Members shall participate in the funding of
the Council in such.a manner as the.Governing Board shall
prescribe,.subject to the provisions 'of Section 23 of this
Agreement. Where applicable, the Governing Board of the
Council may permit one or more of the Members to provide in
kind services, including the use of property, in lieu of
devoting cash to the funding of the Council's activities.
Section 7. Functioning of Governing Board
a. voting and Participation Each Member may
cast only one vote.for each issue before the Governing
Board through its representatives..—An Alternate Governing
Board Representative may participate Or vote in the
proceedings'of' the ,Governing Board only in.the absence of
that Member's Governing Board Representative. Governing
Board.Representatives and Alternate Governing Board
Representatives seated on the Governing Board shall be
entitled to. participate and vote on matters pending before
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the Governing Board only if such person is physically
present at the meeting.of the Governing Board and if the
Member which that Governing Board Representative or
Alternate Governing Board Representative represents has
timely and fully paid dues as required by this Agreement
...and the Bylaws.
b. Proxy .Voting No absentee or proxy shall be
permitted.
C. Quorum A,quorum of the Governing Board
shall consist of not less than fifty percent (5 08) plus one
(1) of its total voting membership.
d. Committees As needed, the Governing Board
may create permanent or ad hoc advisory committees to give
advice to the Governing Board on such matters as may be
referred to:such committees by the Governing Board. All
committees shall have a stated purpose before they are
formed. Such a committee' shall remain in existence until
it is dissolved by the Governing Board. Qualified persons
shall be appointed to such committees by the pleasure of
the Governing Board. Committees, unless otherwise provided
by law, this Agreement, the Bylaws or by direction of the
Governing Board,.may be composed of representatives to the
Governing Board and non-representatives to the Governing
Board.
e. Actions Actions taken by the Governing
Board shall be by not less than fifty percent (508) plus
one (1) of the voting representatives of the Governing
Board which are present with a quorum in attendance, unless
by a provision of applicable law, this Agreement, the
Bylaws or by direction .of the Governing Board, a higher
number of votes is required to carry a particular motion.
Section 8. '. Duties of the Governing Board The
Governing Board shall be deemed, for all purposes, the
policy making body.of the Council. All of the powers of
the Council, except as'may'be expressly'delegated to others
pursuant to the provisions.of "'applicable law, this
Agreement, the Bylaws or by direction of the Governing
Board, shall be exercised by and through the Governing
Board.
Section 9. Roberts Rules of Order The substance
of Roberts Rules of Order shall apply to proceedings of the
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Governing Board, except as may otherwise be provided by
provisions Of applicable law, this Agreement, the Bylaws or
by direction of the Governing Board.
Section'10. Meetings of Governing Board The
Governing Board shall, by means of the.adoption of Bylaws,
establish the dates ;•and times of regular meetings of the
Governing, Board.'.;'The' location of each such meeting shall
be as directed by the,Governing Board.
Section ll.' Election of President and Vice -
President The President shall be the chairperson of the
Governing Board, shall conduct all meetings of the
Governing Board and perform such other duties and''functions
as required of such person by provisions of applicable law,
this Agreement, the 'Bylaws or by the direction of the
Governing Board. , The Vice- President shall serve as
President in'the absence of the President and shall perform
such duties as may be required by provisions of applicable
law, this Agreement,. the Bylaws, or by the direction of the
Governing Board or the President.
At the first regular meeting of the Governing Board, a
Governing Board Representative shall be elected to the
position of President by the Governing Board, and a
different Governing Board Representative shall be elected
Vice - President of the Governing Board... The terms of office
of the President and Vice- President elected at the first
regular meeting of the Governing Board shall continue
through the first July l of their terms and expire on the
second July .l, and elections to determine their successors
shall not be held until the`first regular meeting of the
May preceding the second July 1.,.Thereafter, a Governing
Board Representative shall be elected to the position of
vice - President of the Governing Board at the first regular
meeting of the Governing Board held in May of each calendar
year. The terms of 'office of the President and Vice -
President shall commence and expire on July 1.
If there is a vacancy, for any reason, in the position
of President or Vice - President, the Governing Board shall
forthwith conduct an election and fill such vacancy for the
unexpired term of such prior incumbent.
Section 12. Executive Director The Governing
Board may appoint by.a,vote of fifty percent.(50%) plus one
(1) of the total voting membership a qualified' person to be
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Executive Directorron any basis it desires including, but
not limited .to,'.a contractor employee basis. The
Executive Director 'shall be neither a Governing Board
Representative, nor.an Alternate Governing Board.
Representative, nor an elected official of any Eligible
Public Entity (as defined in Section 21 (c) of this
Agreement). The.Executive Director shall be the chief
administrative officer•of the Council. The Executive
Director shall 'serve at the pleasure of the Governing Board
and may. be relieved, from such position at any time, without
cause, by a vote of'fifty percent (50B) plus one (1) of the
total voting membership_of.the.Governing Board taken at a
regular, adjourned - regular or special meeting of the
Governing Board. The Executive Director shall perform such
duties as may be 'imposed upon that person by provisions of
applicable law, this Agreement, the Bylaws, or by the
direction of.the Governing Board.
Section 13. Designation of Treasurer and Auditor
The Governing Board shall, in accordance with applicable
law, designate a qualified.person.to act as the Treasurer
for the Council and a qualified person to act as the
Auditor of the Council. If the Governing Board so
designates, and in accordance with provisions of applicable
law, a qualified person may hold both the office•of
Treasurer and the office of.Auditor of the Council. The
compensation, if any,, of a person or persons holding the
offices of Treasurer and /or Auditor shall be set by the
Governing Board.
Section 14. ` Council Treasurer The person holding
the position of Treasurer of the Council shall have charge
of the depositing and custody of all funds held . by the
Council. The Treasurer shall perform such other duties as
may be imposed by provisions of applicable law, including
those duties described in Section 6505.5 of the Government
Code, and such duties.as may be required by the Governing
Board., The Council's. Auditor shall perform such functions
as may be required of applicable law, this
Agreement,_the Bylaws 'and by the,direction of the Governing
Board.
Section;15. . Designation of other Officers and
Employees The Governing Board may employ such other
officers or employees as it deems appropriate and necessary
to conduct the affairs of the Council.
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•
Section 16. Obligations of Council The debts,
liabilities and obligations of the Council shall be the
debts, liabilities or obligations of the Council alone. No
Member of the Council shall be responsible, directly or
indirectly, for any obligation, debt or liability of the
Council, whatsoever.
Section 17 .' ;. Control and Investment of Council
Funds The•GoverninglBoard shall adopt a policy for the
control and investment of its funds and shall require
strict compliance with such policy. The policy shall
comply, in all.'respects, with all provisions of applicable
law.
Section 18. Implementation Agreements When
authorized by the Governing Board, affected Members may
execute an Implementation Agreement for the purpose of
authorizing the Council to implement, manage and administer
area -wide and regional programs in the interest of the
local public welfare'. The costs incurred by the Council in
implementing a program, including indirect costs, shall be
assessed only to those Members who are parties to that
Implementation Agreement.
Section 19. Term. The Council created pursuant to
this Agreement shall continue in existence until such time
as this,Agreement is terminated. This.Agreement may not be
terminated except'by -on affirmative vote of not less than
fifty percent' (50% plus one "(1) of the then total voting
membership of the.Governing Board..
Section 20. Application of Laws to Council
Functions The Council shall comply with all applicable
laws in the of its affairs, including, but not
limited to, the Ralph M. Brown Act. (Section 59950 et
seq., of the Government Code.)
Section 21. Members.
a. Withdrawal A Member may withdraw from the
Council by filing its written notice of withdrawal with the
President of the Governing Board 60 days before the actual
withdrawal. Such.a. withdrawal shall be effective at 12:00
o'clock a.m. on the last day of'that 60 -day period. The
withdrawal of_a Member shall not in any way discharge,
impair or modify the voluntarily- assumed obligations for
the withdrawn,Member in existence as of the effective date
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of its withdraw al. ; ':.. Withdrawal of a Member shall not affect
the remaining Members. A withdrawn Member shall be
entitled.to the balance of the annual dues paid for the
year by that Member which were intended for the remaining
part of that year:: Withdrawal from any Implementation
Agreement shall not.be deemed withdrawal from the Council.
b. Non- Pa ynient.of Dues If a Member fails to
pay dues within.th'reg month of the annual dues assessment
as required under Section 23 of this Agreement and the
Bylaws, and after a 30 -day written 'notice is provided to
that Member, the Member shall be deemed to be suspended
from this Agreement and the Council. When a Member is
suspended, no representative of that Member shall
participate or vote on the Governing Board. Such a Member
shall be readmitted only upon the payment of all dues then
owed by the Member, including dues incurred prior to the
suspension and during the suspension..
. C. Admitting Eligible Members. Eligible public
entities whose names are set forth on Exhibit A to this
Agreement ( "Eligible - Public Entities ,, ) shall be admitted to
the Council. by 1) adopting this Agreement by majority vote
of the legislative body of'the Eligible Public Entity and
2) properly signing this Agreement. An Eligible Public
Entity may be admitted regardless of whether it adopted and
signed this Agreement before or after the Effective Date
(as defined in 'Section 26 of this Agreement). No vote of
the Governing Board 'shall be required to admit an Eligible
Public Entity.
d. Admitting New Members New Members who are
not Eligible "Public Entities may be admitted to the Council
upon an affirmative vote of not less.than fifty percent
(50 %) Plus 'one (1) of the total voting membership of the
Governing Board provided that such a proposed new Member is
a city whose jurisdiction, or part thereof, lies within
and /or immediately adjacent to,' the San Gabriel Valley.
Admission shall be ;subject to such terms and conditions as
the Governing Board,may.deem appropriate.
Section 22: ... Interference With Function of Members
The Governing Board shall not take any action which
constitutes an interference with.the exercise of lawful
powers by a Member of the Council.
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Section 23, Dues of Members The Members of the
Council shall be responsible for the payment to the
Council, annually, of dues in the amounts periodically
budgeted Governing Board, as and for the operating
costs of the Council ( "Dues ") as provided in the Bylaws.
Section 24. Disposition of Assets Upon
termination of this Agreement, after the payment Of all
obligations.of the•Council,,any assets remaining shall be
distributed,:to the..Members_in proportion to the then
obligation of those'Members' obligation to participate in
the funding.of :theCouncil: provided in Section 23
hereof.
Section 25. Amendment This Agreement may be
amended at anytime with the consent of fifty percent (50%)
plus one (1.) of all of the legislative bodies of the then
parties hereto.
Section 26, Effective Date The effective date
( "Effective Date "j' of this Agreement shall be March 1, 1994
if fifty percent (50%) plus one (1) of the Eligible Public
Entities adopt this Agreement by a majority vote of the
legislative body of each Eligible Public Entity and sign
this Agreement. If fifty percent (50 %) plus one (1) of the
Eligible Public Entities have not signed this Agreement by
March, 1, 1994, then the Effective Date of the Agreement
shall be the.first date on which fifty percent (50%) plus
one (1) of the Eligible Public Entities adopt and sign this
Agreement.
Section 27.. Alameda Corridor - East, Gateway to
America Construction-Authority.
a. In addition to the Governing Board of the
Council, there shall be,an'Alameda Corridor - East, Gateway.
to America Construction Authority (the "ACE Construction
Authority ")'. The ACE Construction Authority shall have
responsibility for the day - to -day implementation of the
Alameda Corridor - ..East; Gateway to America Project (the
"Project ") is ultimately adopted and approved by the
Governing Board pursuant to Federal, State and local
regulations. To facilitate, such implementation of the
Project, the ACE Construction Authority, upon the
assignment of funds to it and subject to such restrictions
imposed by Federal, State and local governmental entities
and by the SGVCOG Governing Board, shall have the following
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powers to act on behalf of the'San Gabriel Valley Council
of Governments:
(1).,10 make and enter into contracts,
including public works contracts and
contracts for design, materials and
construction, and for the services of
engineers, consultants, planners, and
`.single purpose ,public or private groups,
on behalf of and.in the name of the
- SGVCOG, ,
(2) To employ agents, officers and employees;
(3) To acquire, by purchase or eminent
domain, construct, reconstruct,
rehabilitate, maintain in whole or in
part, on behalf of and in the name of the
`'SGVCOG, land, facilities and
...appurtenances necessary or convenient for
the 'completion of the Project;
(4) To lease, manage, maintain, and operate
.on behalf of and in the name of the
SGVCOG any buildings, works or
improvements; and
(5) To provide for or obtain insurance for
the SGVCOG and Members of the ACE
Construction Authority, and their agents,
officers, and employees.
b. The powers.of the ACE Construction Authority
shall be exercised only in furtherance of the Project and
may be further. limited and /or expanded by the SGVCOG
Bylaws, as adopted or amended by the Governing Board.
c. . The ACE Construction Authority shall be
comprised of nine..(9) Members, the qualifications for which
shall be set forth in the Bylaws_ 'The ACE Construction
Authority shall consist of one Member from each municipal
jurisdiction within,which.the Project, or any phase
thereof, will be constructed; one Member from each non -
Member jurisdiction: (the City of Los Angeles, the County
of Los Angeles.an -d the city of Pico Rivera); and the
President of the SGVCOG,_or his or her delegatee. For non -
SGVCOG Member jurisdictions, participation on the Committee
12
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shall require an Agreement between the non - Member
jurisdiction and the SGVCOG by which the non - Member
jurisdiction . agrees.,to be bound by this Amendment and the
SGVCOG Bylaws governing the ACE Construction Authority.
d. It is contemplated that the SGVCOG will
receive funds to be used for.the Project from various
federal, state and:1'6cal funding sources and that the
receipt of such funds 'will be conditioned by regulation,
law or agreement .The.Governing Board shall have control
of all such funds until'such time as.responsibility for
management'and /or:use.of the funds.is transferred to the
ACE Construction Authority by the Board by appropriate
Board Action. Such- Action; in additional to the delegation
of annual budgeting authority, may.contain restrictions on
the use of such funds and on the ACE Construction
Authority, in addition to any found in the Board- adopted
Bylaws, and as is required by Federal, State and local
entities and the SGVCOG.
e. The ACE.Construction Authority may be
dissolved by the Board upon a majority (50% + 1) vote. In
the event that the ACE Construction Authority dissolved -
by the Board, -the Board shall.succeed to the rights,
responsibilities, obligations and duties of the ACE
Construction Authority.
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•
213 236 2700 P.16
•
That the Membdrs.of this Joint Powers Agreement have
caused this.Agreement to be executed on their behalf,
respectively, as follows:
City of
ATTEST:
City Clerk
Effective. September. ^17 1998, as amended by the First
Amendment to, the' San: Gabriel Valley Council of Governments
Joint Powers Authority
boa 6903 vi 14
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EXHIBIT A
Eligible Public Entities
Alhambra
La Verne
Arcadia
Monrovia
Azusa.
Monterey Park
Baldwin Park
Pasadena
Bradbury',.'.,.
Pomona
Claremont ;,..,
Rosemead
Covina
San-Dimas
Diamond Bar -
San Gabriel
Duarte
San Marino
E1 Monte
Sierra Madre
Glendora
South £1 Monte
Industry
South Pasadena
Irwindale
Temple City
La Puente
Walnut
West Covina
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213 236 2700 P.20
SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
A JOINT POWERS AUTHORITY
AMENDED AND RESTATED BYLAWS
EFFECTIVE SEPTEMBER 17, 1998
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BYLAWS
SAN GASRIEL'VALLEY COUNCIL OF GOVERNMENTS
PREAMBLE
The San Gabriel Valley Council of Governments (the
"Council ") is an agency voluntarily established by its Members
pursuant to a Joint Powers.Agreement ("Agreement ") for the
purpose of providing a..vehicle for the'Members to engage in
regional' and. cooperative planning and coordination of government
services and responsibilities to assist the Members in the
conduct of their affaiis. In addition, the Council will provide
a regional organization for the review . of federal, state, and /or
regional projects and studies which involve the use of federal,
state and /or regional.`funds, in'various forms.
It is the clear intent among cities that the Council shall
not possess the authority to compel any of its Members to
conduct any activities or implement any plans or strategies that
they do not wish to undertake (except for the payment of dues).
The goal and intent of the Council is one of voluntary
cooperation among cities for the collective benefit of cities in
the San Gabriel Valley.'
Article I - Definitions
The terms "Agreement," "Alternate Governing Board
Representative," "Council," "Governing Board," and "Governing
Board Representative," as used in these Bylaws are defined in
the Agreement and said definitions are incorporated herein by
reference_
Article IL - Membership and Representation
A. Membership..',: Members shall withdraw from or be
admitted to the'Council in accordance with Section 21 of the
Agreement.
B. Representation:
1. The Governing Board Representative and
Alternate Governing Board Representative for a city shall be
designated by a resolution of that city's legislative body.
Governing Board Representatives and Alternate Governing Board
Representatives shall be appointed for one year.
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213 236 2700 P.22
2. Names of.Governing Board Representatives and
Alternate Governing Boerd,Representatives shall be communicated
to the Governing Board by the appointing city in writing.
3. Governing Board Representatives and Alternate
Governing Board Representatives shall serve until a successor is
appointed.
Article III — Governing Board
A. Powers and Duties.: The powers and duties of the
Governing Board, subject'to the limitations of applicable law,
the Agreement and 'these'Bylaws, shall include:
1. All of,the powers of the Council provided in
Section 4 of the Agreement, except as may be expressly delegated
to others pursuant to the provisions of:the Agreement, these
Bylaws or by the direction of the Governing Board shall be
exercised by and through the Governing Board.
2. Making policy decisions and determining policy
matters for the Council.
3." Conducting the affairs of the Council.
4. Appointing', ,.fixing the compensation of and
removing an Executive Director and other staff of the Council.
5. Annually reviewing the proposed Council budget
and assessment schedule submitted by the Executive Director and
adopting an annual budget and an assessment schedule.
6. Appointing a
Standing Committees and, if
specific problems, programs,
approved for study.
Technical Advisory Committee,
necessary, committees to study
or other matters which it has
7. Acting upon policy recommendations including
policy recommendations from committees.
E. Meetings.
1. Regular meetings of the Governing Board shall be
held monthly.. Special meetings of -the Governing Board may be
called by the President. All meetings of the Council shall be
called by the President. All meetings of the Council shall be
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L
•
213 236 2700 P.23
called and conducted, and an agenda posted, in accordance with
the Ralph M. Brown Act; Government Code Section 54950 et seq.,
as it now exists or'may.hereafter be amended. Members shall
direct their 'Clerks to comply with all notice and 'agenda posting
requirements deemed necessary by the Governing Board.
2. ' The time and date of regular meetings of the
Governing Board.shall be 6:00 p.m on the third Thursday of the
month. The location of each meeting shall be determined the
preceding month by the Governing Board.
3. Council committees shall meet on the call of
their chairperson,or`as otherwise provided herein and in
compliance with applicable law.
C. Voting.. voting on the Governing Board shall be
conducted as prescribed in the Agreement. Further, voting may
be either by voice or roll call vote. A roll call vote shall be
conducted upon the demand of five participating representatives,
or at the discretion of the presiding officer.
Article TV — Executive Director
The powers and duties.of the Executive Director are:
A. Subject to the authority of and as directed by the
Governing Board, to administer the affairs of the Council.
B. Subject to.the authority of and as directed by the
Governing Board, to appoint, direct and remove all employees of
the Council and to retain-consultants.
C. Annually to prepare and present a proposed budget to
the Board,of birectors and to control the approved budget.
D. To serve as the Secretary of the Council.
E. To attend the meetings of the Governing Board.
F. To perform such other and additional duties as the
Governing Board, these Bylaws, the Agreement or applicable law
may require.
Article V - Other Officers and Employees
A. Secretary.. The,Executive Director shall be the
Secretary of the Council .and shall have no vote on the Governing,
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Board. The Secretary shall keep a record of all proceedings and
perform the usual duties of such office_
B. Treasurer and Auditor. Pursuant to Government Code
Section 6505.6, the Treasurer of the Council and the Auditor of
.the Council shall be the same persona Any Governing Board
Representative who does not already hold an office may be
appointed to. be the Treasurer /Auditor... of the Council. The
Treasurer /Auditor;shall.possess the powers of, and shall perform
those functions required by, Government Code Sections 6505,
6505.5 and 6505.6, and'all other applicable laws and
regulations, including any subsequent amendments thereto. The
Treasurer /Auditor shall-have custody of all funds and shall
provide for.strict accountability thereof in accordance with
Government Code.Section.6505.5 and other applicable laws. The
Treasurer /Auditor shall annually cause an independent audit to
be made by a certified public accountant, or public accountant,
in accordance with Government Code Sections 6505 and 6505.6.
The Treasurer /Auditor shall perform all of the duties required
in Government code Section 6505 and following, and such other
duties as may be prescribed by provisions of applicable law, the
Agreement, these Bylaws or by the direction of the Governing
Board.
C. Additional'officers, and Employees. The Governing Board
shall have the'power: to authorize such additional officers and
employees as may be appropriate. Such officers and employees
may also be, but:areinot required to be, officers and employees
of the individual Members. None of the officers, agents, or
employees appointed by the Governing Board shall be deemed, by
reason of their employment by the Governing Board, to be
employed by any of the Members or, by reason of their employment
by the Governing Board, to be subject to any of the requirements
of such Members.
D. Bonding' Requirement. The officers or persons who
have charge of, handle, or have access to any property of the
Council'shall be persons designated as such by the governing
board. Each such designated officer or person shall be required
to file an official bond with the Governing Board, at the
expense of the Governing Board, in an amount which shall be
established by the Governing Board. Should the existing bond or-
bonds of any such officers be extended to cover the obligations
provided herein, said bond shall be the official bond required
herein. The premiums.of any such bonds.attributable to the
coverage required herein shall be appropriate expenses of the
Council.
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E. Status of Members' Officers and Employees. AS
provided in Government Code Section 6513, all of the privileges
and immunities from liability and other benefits which apply to
the activities of officers, agents, or employees of any of the
Members when performing.•their respective functions within the
territorial limits of..their respective public agencies shall
apply to them while engaged in the performance of any of their
functions and duties extraterritorially under the Agreement.
Article VI — Technical Advisory Committee
The Governing Board shall establish a Technical Advisory
Committee ( "TAC"') at`.its` first regular meeting. The TAC shall
be established. for'the'purpose of making recommendations to the
Governing Board.- .The'TAC shall be composed of one city manager
(or person holding the equivalent position, which position
differs only in title)., or that city manager's designee, from
each Member city.. Each Member's designee to the TAC shall be
designated by a letter of that agency sent to the Governing
Board. The President of the TAC shall be a city manager (or
person holding the equivalent position, which position differs
only in titlej of any Member and shall be elected by a majority
vote of the city mana.gers(or persons holding the equivalent
position, which position differs only in title) in a forum of
their choosing. The President of the TAC shall sit as an ex
officio Member of'the Governing Board and will make
recommendations directly to the Governing Board. A quorum of
the TAC shall ' be_one -third (1/3) of its membership. The
meetings of the TAC shall be held in accordance with the Ralph
M. Brown Act.(Government Code Section 54950 et seq
Article VII — Standing and Ad Hoc Committees
The Governing 'Board may establish Standing and Ad Hoc
Committees_ The Standing.and Ad Hoc Committees shall be for the
purpose of developing ,recommendations to the Governing Board or
TAC, as appropriate. All Standing and Ad Hoc Committees shall
have a written statement of purpose, and the Ad Hoc Committees
shall in addition have a written statement of charges, before
they are formed.' The President shall recommend, and the
Governing Board shall:appoint by a'vote of fifty percent (508
plus one (1);:the Members of the Standing and Hoc Committees.
Members to the.. Standing and Ad Hoc Committees shall be appointed
for one year terms. In making recommendations for Members to
the Standing,and Ad Hoc' Committees, the President shall consider
regional representation,. A'quorum of a Standing or Ad Hoc
Committee shall be a majority'of its membership. All Standing
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Doe 8596 �1
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or Ad Hoc Committees .(except TAC) shall be chaired by a
Governing Board Representative. All meetings of the Standing
and Ad Hoc Committees shall be held in accordance with the Ralph
M. Brown Act. (Government Code Section 54950 et sue.)
Article VIII - General Aasambly
A Generai'Ass be called by the President of the
Governing Board -at Anytime ,to discuss issues and make
recommendations to.the Governing Board.. All elected officials
of the legislative bodies of all Members shall be Members of the
General Assembly. The.-General Assembly is not required to meet.
The President of the Governing Board shall be the President of
the General Assembly.
Article IX Budgets, Dues and Disbursements
A. Annual Budget. The Governing Board shall adopt a
Budget annually prior.-to July 1 or each calendar year.
B. Budget Amendments. The Governing Board may at any
time amend the budget to incorporate additional income and
disbursements that might become available to the Council for its
purposes during a fiscal year.
C. Fiscal Year.'. The Council shall be operated on a
fiscal year basis beginning on July l of each year and
continuing until June
D. Accounts. All funds shall be`.placed in appropriate
accounts and the receipt, transfer, or disbursement of such
funds shall be accounted for in accordance with generally
accepted accounting principles applicable to governmental
entities and pursuant to 'Government Code Section 6505 and any
other applicable laws.-.,There . shall be strict accountability of
all funds. All revenues and.expenditures shall be reported to
the Governing Board.
E. Expenditures 'within Appraved.Annual Budget. All
expenditures shall be made within the approved annual budget.
No expenditures in excess of those budgeted shall be made
without the approval of a majority of a quorum of the Governing
Board.
F. Audit. The records and accounts of the Council
shall be audited annually by an independent certified public.
accountant, or public accountant, in compliance with Government
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Code Sections.6505.5 - ,6505.6, and.copies of such audit report
shall be filed with the State Controller and each party to the
Council no later than fifteen (15) days after receipt of said
audit by the Governing Board.
G. Dues :• The Members of the Council shall be
responsible for payment-to the Council, annually, of dues in the
amounts periodically budgeted by the Governing Board, as and for
the operating costs of the Council ( "Dues"). Sixty (60) days
notice shall be provided to Members of the date of the meeting
at which Dues are to.be` determined for the following year.
H. Uses.of Funds. Grant funds received by the Council
from any federal,. state; or regional agency to pay for budgeted
expenditures for which the Council has received all or a portion
of said funds.from the.parties hereto 'shall be used as
determined by the Governing Board.
Article . X - Amendments
Amendments to these Bylaws may be proposed by a Governing
Board Representative, The Amendment shall be submitted to the
Governing Board at a meeting at least one month prior to the
meeting at which the Amendment is voted upon. A vote of fifty
percent (50%) plus one'(1) of the total voting membership of the
Governing Board is 'required to adopt an Amendment.
Article XI - Alameda Corridor - East, Gateway to America
Construction Authority
A. Purpose and 'Powers- The Alameda Corridor - East,
Gateway to America Construction Authority (the "ACE Construction
Authority ") shall exist solely to implement the Alameda Corridor
- East, Gateway to America Project (the "Project "), all as
described in the First Amendment to the SGVCOG JPA.
B. Compliance with.Applicable Laws; Permits and Licenses.
The ACE Construction Authority shall keep itself informed
of and comply with all applicable federal, state and local laws,
statutes, codes, ordinances, regulations and rules governing the
implementation of the,Project.
C. Brown Act. The ACE Construction Authority shall
comply with all applicable laws in the conduct of its affairs,
including, but-not - limited to, the Ralph M. Brown Act_
(Government Code.Sectibn 54950 ,et seq.)
Ooc 8996 v:
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D. Composition of the ACE Construction Authority. The
ACE Construction Authority shall be constituted as follows:
1. Designation of.ACE Construction Authority Members
and Alternates The'ACE Construction Authority shall be
comprised of. representatives from the following jurisdictions:
the City of It! Monte;:,the.City of Industry, the City of
Montebello, the City of,Pomona, the City of Los Angeles, the
County of Los 'Angeles,;: the -City of.Pico Rivera and the City of
San Gabriel ( the "Project Participants . ' 1 ).' Each Project
Participant shall designate.a- Construction Authority Member and
an Alternate. For those jurisdictions that are Members of the
SGVCOG, the Member and Alternate on the Construction Authority
shall be the city's Member and Alternate to the SGVCOG Governing
Board. For Project Participants that are not Members of the
SGVCOG, each Project• Participant shall designate an eligible
person (as defined.hereip) as a Member and another eligible
person as an Alternate, subject to SGVCOG Governing Board
approval. The President of.the SGVCOG shall be a Member of the
ACE Construction Authority. In the event the President of the
SGVCOG is a Councilperson of any jurisdiction represented on the
ACE ConstructionAuthority, the President shall designate a
SGVCOG Governing Board Member to represent the Governing Board
on the Construction Authority, subject to Governing Board
approval.
2. Eligibility No person shall be eligible to
serve as an.ACE Construction Authority Member unless that person
is, at all times during that person's tenure as an ACE
Construction Authority Member; a Member of the legislative body
of one of the Project Participants. Should any person serving
on the ACE Construction Authority fail to maintain this elected
official status, that person's position on the ACE Construction
Authority shall be deemed vacated as of the date such person
ceases to qualify pursuant to this paragraph and the appointing
jurisdiction shall be :entitled to appoint a qualified
replacement.
3. Non - SGVCOG Member ACE Construction Authority
Members For those Project Participants that are not Members of
the SGVCOG, participation on the ACE'Construction Authority and
the ability to recommend for appointment an ACE Construction
Authority Meinber.and Alternate shall be conditioned on the
execution of an agreement; approved by the Governing Board,
between such jurisdiction and the SGVCOG, which agreement shall
reflect the non - SGVCOG Member's agreement to be bound by these
By -Laws, as approved and amended from time to time by the
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Governing Board,. lawful action of the SGVCOG Board and the First
Amendment to the 'SGVCOG JPA.
4. Removal of ACE Construction Authority Members:
The Governing Board shall have the authority at any time to
remove any individual:.Member of the ACE Construction Authority.
Grounds for such removal shall be: misfeasance or malfeasance in
office; violation of'the SGVCOG Joint Powers Authority
Agreement, and any amendments thereto; the bylaws of the SCVCOG,
and any amendments thereto; and /or.violation of any Standards of
Conduct and amendments thereto adopted by the SGVCOG.
E. ACE Construction Authority Procedures. The ACE
Construction Authority shall be governed by the following
procedures:
1. yoting.,and Participation Each ACE
Construction Authority Member may cast only one vote for each
issue before the ACE.Construction Authority. Members seated on
the ACE Construction Authority shall be entitled to participate
and vote on matters pending before it only if such person is
physically present at the meeting of the ACE Construction
Authority.
2. Proxy Voting No absentee ballot or proxy shall
be permitted.
3. Quorum A quorum of the ACE Construction
Authority shall consist of not less than five (5) of its total
voting membership.
4. Sub Committees As needed, the ACE
Construction Authority, may create ad hoc or advisory committees
to give advice to the ACE Construction Authority on such matters
as may be referred to. -such committee by the ACE Construction
Authority. All comm ittees shall have a stated purpose before
they are.formed and shall be formed by resolution. Such a
committee shall remain.in existence until it is dissolved by the
ACE Construction Authority or the Governing Board. Qualified
persons shall.be appointed to such committees by the ACE
Construction Authority'and each such appointee shall serve at
the pleasure of the ACE Construction Authority. Committees,
unless otherwise provided by law, the Agreement or the Bylaws,
may be composed of Members and non- Members of the ACE
Construction Authority.
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NOU -22 -1999 12:02 BURKE,WILLIRNS LR. 213 236 2700 P.30
5. Actions :'.•Actions taken by the ACE Construction
Authority shall be by.not less than fifty percent (50%) plus one
(1) of the ACE Construction Authority Members present with a
quorum in attendance, unless by a provision of applicable law,
the Agreement or the Bylaws, a higher number of votes is
required to carry a particular motion.
C. Meetings of ACE,,Cgnstruction'Authority. The ACE
Construction Authority'shall, by resolution, establish.the dates
and times of regular meetings of the ACE Construction Authority.
The location of each'such, meeting shall be as directed by the
ACE Construction Authority. Minutes shall be kept of each
meeting and shall,.,as soon as possible. after each meeting, be
forwarded to each ACE Construction Authority Member.
H. Compensation of ACE Construction Authority. ACE
Construction Authority Members shall be entitled to compensation
for attendance at each Construction Authority meeting, and shall
be entitled to reimbursement for travel expenses, as authorized
by the SGVCOG Governing Board.
I. Election of Chair and Vice Chair. The Chair shall be
the chairperson of the ACE Construction. Authority, shall conduct
all meetings of the ACE Construction Authority and perform such
other duties and functions as required of.such person by
provisions of'applicable law,•the JPA Agreement, the Bylaws or
by the direction of the ACE_ Construction,AUthority. The Vice
Chair shall serve as ;Chair in the absence of the Chair and shall
perform such duties as may be required by provisions of
applicable law, the JPA Agreement, the Bylaws, or by the
direction of the.ACE.Construction Authority or the Chair.
At the first 'regular meeting of the ACE Construction
Authority, an ACE Construction Authority Member shall be elected
to the position of- Chair by the ACE Construction Authority, and
a different ACE Construction Authority Member shall be elected
to the position of Vice Chair of the ACE Construction Authority.
The terms of office of the Chair and Vice Chair elected at the
first regular,'meeting the'ACE Construction Authority shall be
for one year. .Thereafter, an ACE Construction Authority Member
shall be elected annually to the position of Chair, and a
different ACE Construction Authority 'Member shall be elected
annually to the position of Vice Chair of the ACE Construction
Authority.
If there is a vacancy, for any reason, in the position of
Chair or Vice Chair,..the ACE Construction Authority shall
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Doe 0906 v!
.NOV -22 -1999 12:03 BURKE,WILLIRMS LA. 213 236 2700 P.31
forthwith conduct an election and fill such vacancy for the
unexpired term of such prior incumbent..
J. Finance. The ACE Construction Authority shall report
to and be subject to review the Treasurer and /or Auditor for
the SGVCOG, and by the SGVCOG Governing Board and its Executive
Director and all'funds''shali be managed,and administered through
the Treasurer of the'SGVCOG.
The Treasurer of .,:the SGVCOG.shall.have charge of the
depositing and custody.of all funds held by the ACE Construction
Authority. The Treasurer shall perform such other duties as may
be imposed by provisions of applicable law, including those
duties described in Section 6505.5 of the.Government Code, and
such duties as may be required by the ACE Construction
Authority. The SGVCOG's Auditor shall perform such functions as
may be required by provisions of applicable law, the Agreement,
and by the direction of -the ACE Construction Authority or the
Governing Board.
The books and records.,of the ACE Construction Authority
shall be open to inspection at all reasonable times by
representatives of the Members of the SGVCOG, the ACE
Construction Authority Project Participants and Members and the
officers and directors and agents and employees of the entity
they represent and any state or federal or local agency
providing funding for..the'Project. Within 90 days after the
close of each fiscal year,.the 5GVCOG Auditor shall give a
complete written report of all financial activities for such
fiscal year to the SGVCOG Board and the ACE Members.
K. Control and.Investment of ACE.Construotion Authority
Funds: The control and,investment of ACE. Construction Authority
funds shall be subject to the Investment Policy adopted by the
SGVCOG Governing Board. the Treasurer of the SGVCOG shall
strictly comply with such policy.
L. Liability Insurance. The ACE,Construction Authority
shall obtain adequate'liability coverage and /or insurance for
its activities and shall"'require parties with whom the ACE
Construction Authority contracts to agree to defend, hold
harmless and indemnify`,' -and name as additional insureds, the
SGVCOG and the ACE Construction.Authority and the officers,
directors, agents and employees of the entity they represent.
M. Implementation Agreements. When authorized by the ACE
Construction Authority, affected Project Participants may
I
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0
213 236 2700 P.32
execute Implementation Agreements for the purpose of authorizing
the ACE Construction: Authority to implement, manage and
administer area -wide and site - specific Projects within each
Project Participant's jurisdictional boundaries. The ACE
Construction Authority may also enter into Implementation
Agreements with Project Participants authorizing individual
Project Participants.to undertake and implement site- specific
improvements..
lz
TOTAL P.32
• •
+1e1e7e411e7 KEN SPIKER AND ASSOC 402 PO4 FEB 17 '94 09:10
AGREEMENT
"SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS"
(A JOINT POWERS AUTHORITY)
This Agreement ( "Agreement ") is made and entered into by
and between the public entities (collectively, "Members ") whose
names are set forth on Exhibit A, attached hereto and
incorporated herein by this reference, pursuant to Section 6500
et seq of the Government Code and other applicable law:
W I T N E S S E T H:
The parties hereto do agree as follows:
Section 1. Recitals This Agreement is made and
entered into with respect to the following facts:
a. Historically, the San Gabriel Valley
Association of Cities, an unincorporated association, has played
a valuable role in serving as a forum for the exchange of ideas
and information among its member cities; however, the growing
need for the cities in the San Gabriel Valley to develop and
implement their own subregional policies and plans and
voluntarily and cooperatively resolve differences among
themselves requires a more representative and formal structure;.
b. The public interest requires a joint powers
agency to conduct studies and projects designed to improve and
coordinate the common governmental responsibilities and services
on an area -wide and subregional basis through the establishment
of a council of governments;
C. The public interest requires that an agency
explore areas of inter - governmental cooperation and coordination
of government programs and provide recommendations and solutions
to problems of common and general concern to its Members;
d. The public interest requires that an agency
with the aforementioned goals not possess the authority.to compel
any of its members to conduct any activities or implement any
plans or strategies that they do not wish to undertake (except
for the payment of dues),
e. Each Member is a governmental entity
established by law with full powers of government in legislative,
administrative, financial, and other related fields;
f. Each Member, by and through its legislative
body, has determined that a subregional organization to assist in
-1-
+18187841187 KEN SPIKER AND ASSOC 402 P05 FEB 17 '94 09:10
• •
planning and voluntary coordination among the cities in the San
Gabriel Valley is required in furtherance of the public interest,
necessity and convenience; and
g. Each Member, by and through its legislative
body, has independently determined that the public interest,
convenience and necessity requires the execution of this
Agreement by and on behalf of each such Member.
Section 2. Creation of Separate Legal Entity It is
the intention of the Members to create, by means of this
Agreement, a separate legal entity within the meaning of Section
6503.5 of the Government Code. Accordingly, there is hereby
created a separate legal entity which shall exercise its powers
in accordance with the provisions of this Agreement and
applicable law.
Section 3. Name. The name of the said separate legal
entity shall be the San Gabriel Valley Council of Governments
( "Council ").
Section 4. purpose and Powers of the Council
a. Purpose of Council The purpose of the
creation of the Council is to provide a vehicle for the Members
to voluntarily engage in regional and cooperative planning and
coordination of government services and responsibilities to
assist the Members in the conduct of their affairs. It is the
clear intent among cities that the Council shall not possess the
authority to compel any of its members to conduct any activities
or implement any plans or strategies that they do not wish to
undertake (except for the payment of dues). The goal and intent
of the Council is one of voluntary cooperation among cities for
the collective benefit of cities in the San Gabriel Valley.
b. Common Powers The Council shall have, and may
exercise, the following powers-
(1) Serve as an advocate in representing the
Members of the San Gabriel Valley at the
regional, state and federal levels on issues of
importance to the-San Gabriel Valley;
(2) Serve as a forum for the review, consideration,
study, development and recommendation of public
policies and plans with regional significance;
(3) Assemble information helpful in the
consideration of problems peculiar to the
Members;
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+18187841167 KEN SPIKER AND ASSOC 403 P01 FEB 17 1 94 09:16
(4) Utilize Member resources or presently existing
single purpose public and public /private groups
to carry out its programs and projects;
(5) Explore practical avenues for voluntary
intergovernmental cooperation, coordination and
action in the interest of local public welfare
and improving the administration of
governmental services;
(6) Assist in coordinating subregional planning
efforts and in resolving conflicts among the
cities in the San Gabriel Valley as they work
toward achieving planning goals;
(7) Build a consensus among the Members on the
implementation of policies and programs for
addressing subregional and regional issues;
(a) serve as a mechanism for obtaining state,
federal and regional grants to assist in
financing the expenditures of the Council;
(9) Make and enter into contracts, including
contracts for the services of engineers,
consultants, planners, attorneys and single
purpose public /private groups;
(lo) Employ agents, officers and employees;
(11) Apply for, receive and administer a grant or
grants under any federal, state, or regional
programs;
(12) Receive gifts, contributions and donations of
property, funds, services and other forms of
financial assistance from persons, firms,
corporations and any governmental entity;
(13) Lease, manage, maintain, and operate any
buildings, works, or improvements; and
(14) Delegate some or all of its powers to the
Executive Director as hereinafter provided.
C. Exercise ofPowers The Council shall, in
addition, have all implied powers necessary to perform its
functions. It shall exercise its powers only in a manner
consistent with the provisions of app'iicabl'e law, this Agreement
and the Bylaws. For the purposes of determining the restrictions
to be imposed on the Council in its manner of exercising its
powers pursuant to Government Code section 6509, reference shall
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+18187641167 KEN SPIKER AND ASSOC 403 P02 FEB 17 1 94 09:16
be made to, and the Council shall observe, the restrictions
imposed upon the City of West Covina.
Section 5. Creation of Governing Board There is
hereby created a Governing Board for the Council ( "Governing
Board ") to conduct the affairs of the Council. The Governing
Board shall be constituted as follows:
a.
one person shall be designated as a representative of the
Governing Board by the legislative body of each of the Members
(ttGoverning Board Representative ").
b. Designation o
Representat yes One person sh
representative of the Governing
each of the Members ( "Alternate
11 be designated as an alternate
Board by the legislative body of
Governing Board Representative "):
C. Eligibility No person shall be eligible to
serve as a Governing Board Representative or an Alternate
Governing Board Representative unless that person is, at all
times during the tenure of that person as a Governing Board
Representative or Alternate Governing Board Representative, a
member of the legislative body of one of the appointing Members.
Should any person serving on the Governing Board fail to maintain
the status as.required by this Section 5, that person's position
on the Governing Board shall be deemed vacated as of the date
such person ceases to qualify pursuant to the provisions of this
Section 5 and the Member shall be entitled to appoint a qualified
replacement.
Section 6. Use of Public Funds and Property The
council shall be empowered to utilize for its purposes, public
and /or private funds, property and other resources received from
the Members and /or from other sources. subject to the approval
of the Governing Board of the Council, the Members shall
participate in the funding of the Council in such a manner as the
Governing Board shall prescribe, subject to the provisions of
Section 23 of this Agreement. Where applicable, the Governing
Board of the Council may permit one or more of the Members to
provide in kind services, including the use of property, in lieu
of devoting cash to the funding of the Council's.activities.
Section 7. Functioning of Governing Board
a, Voting and Participation Each Member may cast
only one vote for each issue before the Governing Board through
its representatives. An Alternate Governing Board Representative
may participate or vote in the proceedings of the Governing Board
only in the absence of that Member's Governing Board
Representative. Governing Board Representatives and Alternate
Governing Board Representatives seated on the Governing Board
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+181878411 KEN SPIKER AND RSSOC • 403P03 FEB 17 '94 09:17
shall be entitled to participate and vote on matters pending
before the Governing Board only if such person is physically
present at the meeting of the Governing Board and if the Member
which that Governing Board Representative or Alternate Governing
Board Representative represents has timely and fully paid dues as
required by this Agreement and the Bylaws.
b. proxy Voting, No absentee ballot or proxy
shall be permitted.
C. Ouorum A quorum of the Governing Board shall
consist of not less than fifty percent (50 %) plus one (1) of its
total voting membership.
d. Committees As needed, the Governing Board may
create permanent or ad hoc advisory committees to give advice to
the Governing Board on such matters as may be referred to such
committee by the Governing Board. All committees shall have a
stated purpose before they are formed. such a committee shall
remain in existence until it is dissolved by the Governing Board.
Qualified persons shall be appointed to such committees by the
Governing Board and each such appointee shall serve at the
pleasure of the Governing Board. Committees, unless otherwise
provided by law, this Agreement, the Bylaws or by direction of
the Governing Board, may be composed of representatives to the
Governing Board and non - representatives to the Governing Board.
e. Actions Actions taken by the Governing Board
shall be by not less than fifty percent (50 %) plus one (1) of the
voting representatives of the Governing Board which are present
with a quorum in attendance, unless by a provision of applicable
law, this Agreement, the Bylaws or by direction of the Governing
Board, a higher number of votes is required to carry.a particular
motion.
Section 8. Duties of the Governing Board The
Governing Board shall be deemed, for all purposes, the policy
making body of the Council. All of the powers of the Council,
except as may be expressly delegated to others pursuant to the
provisions of applicable law, this Agreement, the Bylaws or by
direction of the Governing Board, shall be exercised by and
through the Governing Board.
Section 9. gQberts Rules of Order The substance of
Roberts Rules of Order shall apply to proceedings of the
Governing Board, except as may otherwise-be provided by
provisions of applicable law, this Agreement, the Bylaws or by
direction of the Governing Board.
Section 10. Meetings of Governing Board The
Governing Board shall, by means of the adoption of Bylaws,
establish the dates and times of. regular meetings of the
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+18187841187 KEN SPIKER AND ASSOC- 403 PO4 FEB 17 '94 09:18
• •
Governing Board. The location of each such meeting shall be as
directed by the Governing Board.
section 11. Election of President and Vice -Presi ent
The President shall be the chairperson of the Governing Board,
shall conduct all meetings of the Governing Board and perform
such other duties and functions as required of such person by
provisions of applicable law, this Agreement, the Bylaws or by
the direction of the Governing Board. The Vice - President shall
serve as President in the absence of the President and shall
perform such duties as may be required by provisions of
applicable law, this Agreement, the Bylaws, or by the direction
of the Governing Board or the President.
At.the first regular meeting of the Governing Board, a
Governing Board Representative shall be elected to the position
of President by the Governing Board, and a different Governing
Board Representative shall be elected to the position of Vice -
President of the Governing Board. The terms of office of the
President and vice- President elected at the first regular meeting
of the Governing Board shall continue through the first July 1 of
their terms'and expire on the second July 1, and elections to
determine their successors shall not be held until the first
regular meeting of the May preceding the second July 1.
Thereafter, a Governing Board Representative shall be elected
annually to the position of President, and a different Governing
Board Representative shall be elected to the position of Vice -
President of the Governing Board at the first regular meeting of
the Governing Board held in May of each calendar year. The terms
of office of the President and Vice - President shall commence and
expire on July 1.
If there is a vacancy, for any reason, in the position of
President or Vice - President, the Governing Board shall forthwith
conduct an election and fill such vacancy for the unexpired term
of such prior incumbent.
Section 12. Executive Director The Governing
Board may appoint by a vote of fifty percent (50 %) plus one (1)
of the total voting membership a qualified person to be Executive
Director on any basis it desires including, but not.limited to, a
contract or employee basis. The Executive Director shall be
neither a Governing Board Representative, nor an Alternate
Governing Board Representative, nor an elected official of any
Eligible Public Entity (as defined in Section 21(c) of this
Agreement). The Executive Director shall be the chief
administrative officer of the Council. The Executive Director
shall receive such compensation as may be fixed by the Governing
Board. The Executive Director shall serve at the pleasure of the
Governing Board and may be relieved from such position at any
time, without cause, by a vote of fifty percent (50 %) plus one
(1) of the total voting membership of the Governing Board taken
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+10187841187 KEN SPIKER AND ASSOC 403 P05 FEB 17 1 94 09:19
at a regular, adjourned regular or special meeting of the
Governing Board. The Executive Director shall perform such
duties as may be imposed upon that person by provisions of
applicable law, this Agreement, the Bylaws, or by the direction
of the Governing.Board.
Section 13. Designation of Treasurer and Auditor The
Governing Board shall, in accordance with applicable law,
designate a qualified person to act as the Treasurer for the
Council and a qualified person to act as the Auditor of.the
Council. if the Governing Board so designates, and in accordance
with provisions of applicable law, a qualified person may hold
both the office of Treasurer and the office of Auditor of the
Council. The compensation, if any, of a person or persons
holding the offices of Treasurer and /or Auditor shall be set by
the Governing Board.
Section 14. Council Treasurer The person holding the
position of 'Treasurer of the Council shall have charge of the
depositing and custody of all.funds held by the Council. The
Treasurer shall perform such other duties as may be imposed by
provisions of applicable law, including those duties described in
Section 6505.5 of the Government Code, and such duties as may be
required by the Governing Board. The Council's Auditor shall
perform such functions as may be required by provisions of
applicable law, this Agreement, the Bylaws and by the direction
of the Governing Board.
Section 15. Designation of Other officers and
Employees The Governing Board may employ such other officers or
employees as it deems appropriate and necessary to conduct the
affairs of the Council.
Section 16. Obligations of Council The debts,
liabilities and obligations of the Council shall be the debts,
liabilities or obligations of the Council alone.. No Member of
the Council shall be responsible, directly or indirectly, for any
obligation, debt or liability of the Council, whatsoever.
Section 17. Control and Investment of Council Funds
The Governing Board shall adopt a policy for the control and
investment of its funds and shall require strict compliance with
such policy. The policy shall comply, in all respects, with all
provisions of applicable law.
Section 18. implementation Agreements When
authorized by the Governing Board, affected Members may execute
an Implementation Agreement for the purpose of authorizing the
Council to implement, manage and administer area -wide and
regional programs in the interest of the local public welfare.
The costs incurred by the Council in implementing a program,
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+18187841187 KEN SPIKER AND ASSOC 404 P01 FEB 17 '94 09:20
including indirect costs, shall be assessed only.to those Members
who are parties to that Implementation Agreement.
Section 19. Term The Council created pursuant to
this Agreement shall continue in existence until such time as
this Agreement is terminated. This Agreement may not be
terminated except by an affirmative vote of not less than fifty
percent (50 %) plus one (1) of the then total voting membership of
the Governing Board.
Section 20. Application of Laws to Council Functions
The Council shall comply with all applicable laws in the conduct
of its affairs, including, but not limited to, the Ralph M. Brown
Act. (Section 54950 at sea ., of the Government.Code.)
Section 21. Members
a. withdrawal A Member may withdraw from the
Council by filing its written notice of withdrawal with the
President of the Governing Board 60 days before the actual
withdrawal. Such a withdrawal shall be effective at 12:00
o'clock a.m. on the last day of that 60 -day period. The
withdrawal of a Member shall not in any way discharge, impair or
modify the voluntarily- assumed obligations of the withdrawn
Member in existence as of the effective date of its withdrawal.
Withdrawal of a Member shall not affect the remaining Members. A
withdrawn Member shall.not be entitled to the return of any funds
or other assets belonging to the Council, until the effective
date of termination of this Agreement, except that a withdrawn
Member shall be entitled to the balance of the annual dues paid
for the year by that Member which were intended for the remaining
part of that year. Withdrawal . from any Implementation Agreement
shall not be deemed withdrawal from the Council.
b. Non- Payment of Dues. If a Member fails to pay
dues-within three months of the annual dues assessment as
required under Section 23 of this Agreement and the Bylaws, and
after a 30 -day written notice is provided to that Member, the
Member shall be deemed to be suspended from this Agreement and
the Council. When a Member is suspended, no representative of
that Member shall participate or vote on the Governing Board.
Such a Member shall be readmitted only upon the payment of all
dues then owed by the Member, including dues incurred prior to
the suspension and during the suspension.
C. Admitting Eligible Members Eligible public
entities whose names are set forth on Exhibit B to this Agreement
( "Eligible Public Entities") shall be admitted to the Council by
1) adopting this Agreement by a majority vote of the legislative
body of the Eligible Public Entity and 2) properly signing this
Agreement. An Eligible Public Entity may be admitted regardless
of whether it adopted and signed this Agreement before,or after
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+18187841187 KEN SPIKER AND ASSOC 404 P02 FEB 17 1 94 09:21
the Effective Date (as defined in Section 26 of this Agreement)
No vote of the Governing Board shall be required to admit an
Eligible Public Entity.
d. Admitting New Members New Members who are not
Eligible Public Entities may be admitted to the Council upon an
affirmative vote of not less than fifty percent. (50 %) plus one
(1) of the total voting membership of the Governing Board
provided that such A proposed new Member is a city whose
jurisdiction, or part thereof, lies within and /or immediately
adjacent to, the San Gabriel Valley. Admission shall be subject
to such terms and conditions as the Governing Board may deem
appropriate..
Section 22. Interference With Function of Members
The Governing Board shall not take any action which constitutes
an interference with the exercise of lawful powers by a Member
of the Council.
Section 23. Dues of Members The Members of the
council shall be responsible for the payment to the Council,
annually, of dues in the amounts periodically budgeted by the
Governing Board, as and for the operating costs of the Council
( "Dues ") as provided in the Bylaws.
Section 24. Disposition of Assets Upon termination
of this Agreement, after the payment of all obligations of the
Council, any assets remaining shall be distributed to the Members
in proportion to the then obligation of those Members' obligation
to participate in the funding of the Council as provided in
Section 23 hereof.
Section 25. Amendment This Agreement may be amended
at anytime with the consent of fifty percent (50 %) plus one (1)
of all of the legislative bodies of the then parties hereto.
Section.26. Effective Date The effective date
( "Effective Date ") of this Agreement shall be March 1, 1994 if
fifty percent (50 %) plus one (1) of the Eligible Public Entities
adopt this Agreement by a majority vote of the legislative body
of each Eligible Public Entity and sign this Agreement. If fifty
percent (50 %) plus one (1) of the Eligible Public Entities have
not signed this Agreement by March 1,..1994, then the Effective
Date of this Agreement shall be the first date on which fifty
percent (50 %) plus one (1) of the Eligible Public Entities adopt
and sign this Agreement.
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+18187841187 KEN SPIKER AND ASSOC 404 P03 FEB 17 1 94 09:21
• •
That the Members of this Joint Powers Agreement have
caused this Agreement to be executed on their behalf,
respectively, as follows:
ATTEST:
N
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+18187841187 KEN SPIKER AND ASSOC 404 PO4 FEB 17 1 94 09:22
EXHIBIT B
Alhambra
Arcadia
Azusa
Baldwin Park
Bradbury
Claremont
Covina
Diamond Bar
Duarte
E1 Monte
Glendora -
Industry
Irwindale
La Puente
La Verne
Monrovia
Monterey Park
Pasadena
Pomona
Rosemead
San Dimas
San Gabriel
San Marino
Sierra Madre
South El Monte
South Pasadena
Temple City
Walnut
West Covina
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