City Council - Item 3B - Resolution Of City Councilstaf epor
TO: HONORABLE MAYOR
AND MEMBERS
ROSEMEAD CITY COUNCIL
FROM: FRANK G. TRIPEPI, CITY MANAGER
DATE: 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 Hinds pledged or designed for the
Alameda Corridor East Project and relieving the City from any liability whatsoever arising from
such borrowing.
BACKGROUND
A Joint Powers Agreement (the Agreement) entered into as of March 1, 1994 established the San
Gabriel Valley Council of Governments ( SGVCOG). The City is a party to the Agreement and a
member of the SGVCOG. 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); consisting of
Improvements at 55 grade crossings on Union Pacific Railroad routes through the San Gabriel
Valley. The Authority is proceeding to implement the ACE Project. To date, the ACE Project
funding requirements have been fairly modest and primarily, addressed by a loan from the City of
Industry and by MTA grants that are disbursed on a reimbursement basis as debts come due.
However, by the beginning of the new year, the rate of expenditures will increase as the project
moves forward and Federal and State grants will become the predominant source of funds. Federal
and State funding is reimbursed in arrears after invoices have been paid. Thus, the Authority staff
has determined that the Authority will experience cash flow difficulties by early 2001 as it lets more
contracts to implement the ACE Project. The Authority has retained financial advisors and bond
counsel to advise it with respect to financial alternatives. The advisors in consultation with
Authority staff have determined that a short -term borrowing will be the best course of action to
solve the cash flow concerns. ` COUNCIL A qn a
NOW 2 8_20U0
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 }low 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 a 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 GABRIEL 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 Bow 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 ° ' day. of November, 2000.
MAYOR
ATTEST:
CITY CLERK
San Gabriel Valley Council of Governments
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October 20, 2000
!'rr Yra.irirru - _
Lara L. Blakely
7 reosurerlAudilur
. Bartou Do* Mr. Frank Tripepi
City of Rosemead
8838 E. Valley Blvd.
s�.,l;Lks Rosemead, CA 91770
Re: Amendment to the SGV OG joint Exercise of Powers Agreement
.;rrndic _
r - <iliJ Qju'
Dear Mr. peps:
Sa!d,rin Park � ..
`` aanurr I am writing to you to request your assistance in moving the Alameda Corridor East
.erarr,aJn Project (the "ACE Project ") forward by your City's adoption of the enclosed amendment
euvinJ to the San Gabriel Valley Council of Governments ( "SGVCOG ") Joint,Powers
;,ia :ond liar Agreement ( "JPA "). The Alameda Corridor East Construction Authority (the
t)Jark "Authority ") has determined that the ACE Project will require the issuance of short term
E'l Ample debt by January 2001 due to increasing reliance on State and Federal funding that will be
a�i, nr1 „rJ paid to the Authority only on a reimbursement basis. The Authority has retained the law
firm of Burke, Williams & Sorensen, L.LP to represent it as bond counsel. Burke,
des: n'
.Williams &Sorensen has completed its initial review of the relevant documents and
Ire. indare concluded that the SGVCOG JPA requires an amendment to add the power to borrow
money prior to proceeding with the debt issuance. If the amendment authorizing
y 'r rnr borrowing is not expeditiously approved by the Members of the SGVCOG, the Authority
anr< will experience a cash shortfall and will have to curtail progress on the Project until after
a- lJJI.belr. alternative means of providing working capital are obtained.
31anlerer Park _
t We have prepared, for your review and use, a model council agenda staff report and
resolution approving and adopting an amendment to the SGVCOG JPA by adding the
power to borrow money, incur indebtedness and/or issue bonds for the benefit of the
ACE Project and to be repaid exclusively from funds pledged or designated for the ACE
Project
aan ntnri„J Approval of the amendment by the City will not result in any additional liability for the
xirr,J nsJdrr City nor will it impact the City's creditworthiness Section 16 of the JPA, adopted
pursuant to the express authorization of Government Code section 6508.1 provides that:
"[t]he debts, liabilities and obligations of the Council
Wrst Uovi ... Z shall be the debts, liabilities or obligations of the Council
alone. No Member of the Council shall be responsible,
nF�.u' n, -�! note i oar
Sr.;[u i ±rnAv
Mtlnol: -i, coo +vx•:
Ano}c Ass,Kiales, Lr.
October 20, 2000
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 leant 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,
*�4
Nicholas T. Conway
Executive Director
c: M. Clark
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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
Doc 1993 �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. Quorum • . . . . . . . . . . . . .
. . . 6
d_ Committees . . . . . . . . . . .
. . 6
e. Actions . . . . . . . . . . . . .
. . 6
Section
S.
Duties of the Governing Board . . . .
. . .6
Section
9.
Roberts Rules of Order . . . . . .
. 6
section
104
Meeting of Governing Board . . . . . .
. . 7
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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
S3
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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 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
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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 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 Leval 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. .
z
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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;
(9) 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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(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 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
Renresenta*_ives One person shall be designated as a
representative of the Governing Board by the legislative
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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 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
s
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the Governing Board only if such person is physically
present at the meeting of 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 (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 th'e Gbverning
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 6. 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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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
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 o£ 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
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 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 (508) 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.
e
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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 1'7. . 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 (504) 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
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:DD
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 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 - Pavment 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 (504)
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 (504) 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 (504) 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 (504) plus
one (1) of the Eligible Public Entities adopt and sign this
Agreement.
Section 21. 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
12
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NOU -22 -1999 11:59
shall require
jurisdiction
jurisdiction
SGVCOG Bylaws
BURKE,WILLIANS LA.
213 236 2700 ?.17
an Agreement between the non - Member
and the SGVCOG by which the non - Member
agrees to be bound by this Amendment and the
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 (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.
Doc 0993 v2
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213 236 2 ?00 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
ATTEST:
Mayor
City Clerk
Effective September 17, 1998, as amended by the First
Amendment to. the San Gabriel Valley Council of Governments
Joint Powers_ Authority Agreement.
Dot 1993 �2
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213 236 2776 P.19
EXHIBIT A
Eligible Public Entities
Doc 0993 v2
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
NOU -22 -1999 11:59 BURKE,WILLIRM5 LA. 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 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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NOU -22 -1999 12:00 BURKE,WILLIRMS LA. 213 236 2700 P.22
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 — Govarning 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
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Doc 0996 V1
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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.
B. Subject to the authority of and as.directed by the
Governing Board, to, appoint, direct and remove all.emplovees 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 Officers and Employees
A. Secretary. The Executive•Director shall be the
Secretary of the Council and shall have no vote on the Governing
3
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BURKE,WILLIRMS
LA. 213 235 2700 P.24
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 aii 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
exaense 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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r
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 Committeo
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 (50%
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
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BURKE,WILLIRMS
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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-,seS.)
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
O f 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 prior to July 1 or each ca- lendar 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,.transfef,' 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.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 Amari.ca
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 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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NDU -22 -1999 12 :02 BURKE,WILLIAMS LA. 213 236 2790 P.2e .
D. Composition of the ACE Construction Authority. The
ACE Construction Authority shall be constituted as follows:
1. Desi4_nation of ACE Construction Authority Members
and Alternates The ACE Construction Authority shall be
comprised of representatives from the following jurisdictions:
the City of E1 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 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 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
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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 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 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 (508) 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.
G. 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
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N00 -22 -1999 12:03 SURKE,WILLIRMS LA. 213 236 2790 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 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
Corstruction'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
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213 23E 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.
12
TOTAL P.32