CC - Item 8A - Discussion on Forming a Joint Powers of AuthorityROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: GLORIA MOLLEDA, CITY MANAGER V
DATE: MAY 14, 2019
SUBJECT: DISCUSSION ON FORMING A JOINT POWERS OF AUTHORITY
SUMMARY
This item is presented to the City Council at the request of Council Member Steve Ly. Council
Member Ly would like to discuss the possibility of forming a Joint Powers of Authority (JPA) —
Transit Corridor Agency.
DISSCUSSION
On March 25, 2019, the City of Rosemead hosted a Metro presentation regarding the study of a
Light Rail Transit alternatives to extend the existing Metro Gold Line Eastside Extension from
its current terminus at Atlantic Station in East Los Angeles into eastern Los Angeles County.
Based on Metro's findings from the Technical Study, the Board approved the updated Project
Definition to include three (3) Build Alternatives:
• SR 60 NSDV LRT Alternative;
• Washington Boulevard LRT Alternative —Atlantic Below -Grade Concept; and
• A Combined Concept
After the presentation, discussion ensued between public officials representing the cities of
Industry, Monterey Park, South El Monte and Rosemead. Through those discussions other
transportation challenges were brought to light. Those challenges were directly related to 710
fwy, 60 fwy, 10 fwy, and 605 fwy thru traffic issues that affect these cities' main corridors.
Further discussion lead to the possibility of forming a JPA that would conduct all business on
behalf of the Authority and would advocate for the sub -region, join resources together to co -fund
projects, and find State and Federal funding as a Joint Power.
STAFF RECOMMENDATION
Provide further direction.
AGENDA ITEM NO. S.A
City Council Meeting
May 14, 2019
Page 2 of 2
STRATEGIC PLAN IMPACT - None
FISCAL IMPACT — Funding contributions in the amount of $25,000, from the cities of
Industry, El Monte, Montebello, Monterey Park, Rosemead, and South El Monte will initially
fund the start of the new JPA. Measure R and/or Measure M funds may be utilized to fund the
City of Rosemead's portion to join the authority.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Prepared by:
Gloria Molleda, City Manager
Attachments:
A. Sample Bylaws of JPA
B. Draft Joint Excise of Powers Agreement
Attachment A
Sample Bylaws
BYLAWS OF
ARTICLE I.
NAME
Section 1.01 --Name
The name of the organization is
ARTICLE II.
OFFICES OF THE AUTHORITY
Section 2.01 --Principal Office
The principal office for the transaction of the activities and affairs of will be located
within the City` of , California.
ARTICLE III.
MEETINGS OF MEMBERS
Section 5,01 --Place of Meeting
Meetings of the members will be held at any place within the City of designated
by the Board. In the absence of any such designation, meetings will be held at is
principal office.
Section 5.02—PresidingOfficers
The Chairperson of the Board of Directors will preside at all regular or special meetings
of the members, and in that person's absence the Vice -Chairperson will serve in this
capacity. The Secretary of the Board will keep or cause to be kept minutes of all
meetings.
Section 5.03 -- Meetings
The Board of Directors will schedule regular meetings for the transaction of
business and will schedule these meetings at least quarterly throughout the year.
All meetings held by the Board of Directors must comply, in all respects, with the
provisions of the Ralph M. Brown Act (California Government Code §§ 54950-54962),
as amended. The Board of Directors constitutes a "legislative body" as defined in the
Ralph M. Brown Act.
1
ARTICLE IV.
VOTING BY MEMBERS
Section 6.01 --Quorum
A quorum for the transaction of business at any meeting of the membership, or any
action by written ballot, will consist of
Section 6.02 --Approval by Maioriity Vo#e
If a quorum is present, the affirmative vote of a majority of the members represented at
the meeting entitled to vote and voting on any matter will be the act of the members
unless the vote of a greater number is required by the Joint Powers Agreement or these
Bylaws.
ARTICLE VII.
THE BOARD OF DIRECTORS
Section 7.01 --General Powers of the Board of Directors
Subject to the provisions and limitations of the Act and any other applicable laws and
subject to any limitations of the Joint Powers Agreement or the Bylaws regarding action
that require approval of the members, 's activities and affairs will be managed and
all corporate powers will be exercised by or under the direction of the Board.
Section 7.02 --Qualifications
All members of the Board must be individual members in good standing of
Section 7.03 --Resignation
(a) Any Director may resign effective upon giving written notice to the Chairperson or
the Secretary, unless the notice specifies a later time for the resignation to
become effective.
(b) Failure of a Director to participate in three consecutive Board meetings will be
deemed a voluntary resignation from office, effective seven days following the
third meeting. Exceptions may be granted by resolution of the Board.
Section 7.04 --Events Causing Vacancies
(a) A vacancy or vacancies on the Board will exist on the occurrence of the
following: (1) the death or resignation of any Director; (2) the vote of the
members, or (3) if the Authority has fewer than 50 members, the vote of the
majority of all members to remove a Director. The Board must approve the
removal of an Appointed or Designated Director by the members.
lei
(b) The Secretary of will notify the affected Director of any action taken under
this Section by certified mail (return receipt) within seven days.
Section 7.05 --Compensation
Directors will receive no compensation for services as Directors, but may be reimbursed
for any reasonable expenses, approved by the Board.
Section 7.06 Conflict of Interest
its officials, officers, and other designated persons, will comply with all provisions
of the Political Reform Act of 1974 (California Government Code §§ 81000 et seq.), as
amended.
The Board of Directors will establish, adopt, and comply with a conflict of interest code
which will prohibit financial conflicts of interest between Board members, and other
designated persons, and the Authority.
ARTICLE Vlll.
OFFICERS
Section 8.01 --Designation of Officers
The officers of will be a Chairperson, a Vice -chairperson, Secretary, and a
Treasurer. The officers will be chosen by the Board from the members of the Board.
Section 8,02 --Election of Officers
The officers of will be chosen by a majority vote of the Board and will serve at the
pleasure of the Board.
Section 8.03--Resig nation of Officers
Any officer may resign at any time by giving written notice to . The resignation will
take effect as of the date the notice is received or at any later time specified in the
notice and unless otherwise specified in the notice, the resignation need not be
accepted to be effective. Any resignation will be without prejudice to the rights, if any, of
under any contract which the officer has signed as an agent of
Section 8.04 --Removal of Officers
Any officer may be removed from office by ordinary resolution of the Board when, in
their judgment, the purposes and/or best interests of will be served thereby.
Removal of an officer will be without any prejudice to the rights, if any, of under
any contract which the officer has signed as an agent of
3
Section 8.05 --Vacancies
Any vacancy among the officers will be filled for the unexpired term by ordinary
resolution of the Board.
Section 8.06 --Executive Director
Subject to such supervisorial powers as the Board may give to the Chairperson of the
Board, if any, and subject to the control of the Board, the Executive Director will be the
general manager of and will supervise, direct, and control 's activities and
affairs. The Executive Director will have such other powers and duties as the Board or
these Bylaws may prescribe.
Section 8.07 -Nice -Chairperson
If the Chairperson is absent or disabled, the Vice -chairperson will perform all duties of
the Chairperson. When so acting, the Vice -chairperson will have all powers of and be
subject to all restrictions on the Chairperson. The Vice -chairperson will have such other
powers and perform such other duties as the Board or their Bylaws may prescribe.
Section 8.08 --Secreta
(a) The Secretary will keep or cause to be kept, at 's principal office or such
other place as the Board may direct, a book of minutes of all meetings,
proceedings, and actions of the Board, of Committees, and of members'
meetings. The minutes will include the time and place that the meeting was held,
whether the meeting was annual, regular, or special, and if special, how
authorized, the notice given, the names of those present at the Board and
committee meetings, and the number of members present or represented at
members' meetings. The Secretary will keep or cause to be kept, at the principal
office, a copy of the Joint Powers Agreement and Bylaws, as amended to date.
(b) The Secretary will keep, or cause to be kept, at 's principal office or at a
place determined by resolution of the Board, a record of the members of ,
showing each member's name, address, class, and status of membership.
(c) The Secretary will give, or cause to be given, notice of all meetings of members,
of the Board and of committees of the Board required by these Bylaws to be
given. The Secretary will keep the corporate seal in safe custody and will have
other powers and perform such other duties as the Board or these Bylaws may
prescribe.
Section 8.09 --Treasurer
The Treasurer will keep and maintain, or cause to be kept and maintained, adequate
4
and correct books and accounts of 's properties and transactions. The Treasurer
will give or cause to be given to the members and Directors such financial statements
and reports as are required to be given by law, by these Bylaws, or by the Board. The
books of account will be open to inspection by any Director at all reasonable times.
ARTICLE IX.
INSURANCE
Section 10.01 --Insurance
will have the right to purchase and maintain insurance on behalf of its officers,
Directors, employees, and other agents, against any liability asserted against or
incurred by any officer, Director, employee, or agent in such capacity or arising out of
the officer's, Director's employee's, or agent's status as such.
ARTICLE X.
COMMITTEES OF THE BOARD
Section 10.01—Standing Committees
xx
ARTICLE XI.
MISCELLANEOUS
Section 11.01--Non-Discrimination
will ensure that no individual is discriminated against with regard to membership,
services, access to information or any activity of because of race, national origin,
sex, age, sexual orientation, religion, disability, political affiliation, or economic status;
including those who historically have been denied media access. This Section does not
guarantee a right in any person or organization to have any program distributed over
the channels governed by
Section 11.02 --Parliamentary Procedure
All meetings of and the Board will be held following Rosenberg's Rules of Order or
such other rules of procedure as may be prescribed by the Board of Directors, provided
that the failure to observe Rosenberg's Rules of Order or such other rules of procedure
as may be prescribed by the Board of Directors will not invalidate any action taken.
5
Attachment B
Draft Joint Exercise Power of Agreement
SAN GABRIEL VALLEY CORRIDOR TRANSIT AUTHORITY
JOINT EXERCISE OF POWERS AGREEMENT
This Joint Exercise of Powers Agreement ("Agreement") is entered into by the parties on
the attached Exhibit A, which are referred to in this Agreement individually as a "Member" and
collectively as the "Members."
RECITALS
A. Each of the Members is a public agency organized and operating under the laws
of the State of California.
B. Government Code sections 6500 — 6599.3 (the "Joint Exercise of Powers Act"
or "Act") provides that two or more public agencies may by agreement jointly exercise any power
common to the contracting parties.
C. The Members desire by this Agreement to establish an independent special
agency known as the Regional Transportation Authority ("Authority") that will have as its mission
to address transportation issues confronting cities in the subregion.
D. The Members each possess the powers to apply for transportation grant funding
and to approve and oversee construction of transportation projects.
E. The Members each desire to exercise those powers as provided in this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions
set forth in this Agreement, the Members agree as follows:
I. DEFINITIONS
As used in this Agreement, the following words and phrase will have the meaning set forth in this
article:
1.1 Agreement: This Joint Exercise of Powers Agreement as it currently exists or as it may be
amended or revised from time to time.
1.2 Authority: The legal entity established by this Agreement to be known as the Regional
Transportation Authority.
1.3 Board of Directors or Board: The governing body of the Authority as established in
Article IV of this Agreement.
1.4 Bylaws: Additional requirements to those contained in the Agreement emphasizing
delegations of authority, decision-making, membership types, budgeting, and cost
management.
1.5 Member: An eligible public agency that is a signatory to this Agreement.
Page 1 of 12
1.6 Non -Member Participating Parties: A public agency or other entity that partners with the
Authority to undertake an Authority project.
11. GENERAL PROVISIONS REGARDING THE CREATION, TERM, PURPOSES, AND
POWERS OF THE AUTHORITY
2.1 Creation: Pursuant to the Act a public entity is created to be known as the Regional
Transportation Authority, which will be a public agency that is separate from the Members.
2.2 Term: This Agreement will become effective on the first day of the month after at least two
of the initial public agencies listed on Exhibit A execute this Agreement. The Agreement
will remain in effect until terminated pursuant to the provisions of Article VII [Termination].
2.3 Purposes: The purpose of this Agreement is to establish an independent joint powers
authority ("JPA") to exercise powers common to the Members to, among other things:
2.3.1 address subregional transportation issues confronting cities in the area;
2.3.2 apply for transportation grant funding;
2.3.3 obtain other funds for transportation projects;
2.3.4 approve and oversee construction of transportation projects;
2.3.5 address environmental impacts arising from transportation issues; and
2.3.6 educate the public on issues related to transportation.
2.4 Powers: The Authority will have the power to pursue the purposes described above and to
perform all acts necessary for the exercise of such powers, including, but not limited to, the
ability to:
2.4.1 make and enter into contracts necessary for the full exercise of its powers;
2.3.1. perform studies, environmental review, engineering and design, and if appropriate,
permitting and construction of transportation projects;
2.4.2 contract for the services of engineers, attorneys, scientists, planners, financial
consultants, and other professionals or to employ such professionals as it deems
necessary;
2.4.3 acquire, hold, lease and dispose of any property;
2.4.4 apply for, accept, and receive permits, licenses from any federal, state or local
public agency;
2.4.5 apply for, accept, and receive federal, state or local grants, loans, or other aid from
any agency of the United States, the state or other public or private entities;
2.4.6 receive gifts, contributions and donations of property, funds, services and other
forms of assistance from persons, firms, corporations and any governmental entity;
Page 2 of 12
2.4.7 issue revenue bonds and other forms of indebtedness to the extent, and on the
terms, provided by the Act;
2.4.8 incur debts, liabilities, and obligations;
2.4.9 sue and be sued in its own name;
2.4.10 adopt Bylaws, rules, regulations, and procedures, governing the operation of the
Authority;
2.4.11 perform all acts necessary or proper to carry out fully the purposes of this
Agreement; and
2.4.12 exercise any independent or supplementary powers of a joint powers agency, as
provided by the Act or other law.
2.5 Manner of Exercise of Powers: To the extent not specifically provided for in this Agreement
or the Act, the Authority will exercise its powers subject to the restrictions upon the manner
of exercising the powers under the laws applicable to the City of Monterey Park, a charter
city.
2.6 No Implied Effect on Rights: Except as expressly provided in this Agreement, nothing in
this Agreement may be construed as affecting the rights or obligations of the Members.
III. AUTHORITY MEMBERSHIP
3.1 Generally: Authority membership is comprised of public agencies (as defined in Section
6500 of the Act) that are authorized to be Members and are signatories to this Agreement.
3.2 Addition of Members: Entities authorized by law to participate in a JPA may subsequently
become Members upon the unanimous vote of all Members and the new Member's
execution of this Agreement, as it may be amended. An entity requesting to become a
Member must provide certification of compliance with the membership requirements of this
Agreement and the Bylaws. The entity requesting to become a Member may represent a
group of other entities Terms and conditions for a new Member's participation in the
Authority, if any, will be set forth in an amendment to this Agreement or in the Bylaws.
Such terms and conditions must be consistent with this Agreement and any contracts,
resolutions, or indentures of the Authority then in effect.
IV. GOVERNANCE AND INTERNAL. ORGANIZATION
4.1 Board of Directors: The governing body of the Authority is a Board of Directors ("Board")
that will conduct all business on behalf of the Authority consistent with this Agreement and
applicable law. The Board consists of one representative of each Member. To remain in an
active status, each Member having representation on the Board must be in "Good
Standing" as defined in the Bylaws.
4.2 Exercise of Authority: All the power and authority of the Authority will be exercised by the
Board subject to the rights reserved by the Members as set forth in this Agreement;
provided, however, that the Board may delegate such powers and authority to the Chair or
Executive Director as the Board may determine by motion, resolution or ordinance. The
Page 3of12
Board may also appoint and delegate such powers and authority to such committees as
the Board may determine by motion, resolution or ordinance.
4.3 Directors and Alternates:
4.3.1 Each Member must appoint a Director to the Board. Each Member must also
appoint at least one Alternate Director to the Board. The role of the Alternate
Director will be to assume the duties of a Member's Director in case of the absence
or unavailability of such Director.
4.3.2 The Directors and Alternate Directors must be directors or members of the
governing body of the Member agency, or employees of the Member he or she
represents.
4.3.3 Directors and Alternates both serve at the pleasure of the governing body of their
respective Member agency. Authority Member agencies must communicate their
initial Director and Alternate selections, and any subsequent changes in
representatives, to the Authority in writing and include a certified copy of the
resolution of the governing body, minutes of the relevant meeting, or other formal
documentation evidencing the appointment.
4.3.4 Should a Director who is also an officer of the Board not be in attendance at a
meeting, the Member's Alternate Director may not assume the duties of such officer.
Should the Chair be absent, the Vice Chair will assume the Chair's responsibilities
until the Chair is present, and if both are absent the Board may appoint a temporary
Chair.
4.3.5 A Director and Alternate Director office will be declared vacant if the person serving
dies, resigns, the Member for which the Director or Alternate Director serves
withdraws from this Agreement, the membership of the Member for which the
Director or Alternate Director serves is terminated, or whenever, at the discretion of
the particular Member, the Director or Alternative Director is incapable of serving.
Upon the Director office becoming vacant, the Alternate Director, if the office is not
vacant, will serve as Director, until the Member appoints a new Director or
Alternate, as applicable.
4.4 Meetings: The Board must hold at least one regular meeting per year, and may hold
regular or special meetings at more frequent intervals. All meetings of the Board will be
called, held, noticed, and conducted subject to the provisions of the Ralph M. Brown Act
Government Code sections 54950 and following).
4.5 Quorum: A majority of the total number of Directors will constitute a quorum.
4.6 Voting:
4.6.1 Each Member agency is only entitled to have one vote, either by its Director or the
Alternate, at a meeting of the Board.
4.7 Officers: The officers of the Authority will be a Chair, Vice Chair, Treasurer, and Secretary.
Page 4 of 12
4.7.1 Chair; Vice Chair. The Board will select, from among the Directors, a Chair, who will
be the presiding officer for all Board meetings, and a Vice Chair, who will preside in
the absence of the Chair.
4.7.2 Treasurer. The Board, or its designated representative, will contract either with an
independent certified public accountant or the treasurer, chief financial officer, or
other employee of any Member, to serve as Treasurer of the Authority. The
Treasurer will be the depository of and have custody of funds, subject to the
requirements of Government Code sections 6505-6505.6. The Treasurer will have
custody of all money of the Authority from whatever source and will perform the
duties specified in Government Code section 6505.5. The Treasurer will be bound
in accordance with Government Code section 6505.1 and will pay demands against
the Authority that have been approved by the Board.
4.7.3 Secretary. The Board will also select a Secretary, who will be responsible for
keeping the minutes of all meetings of the Board and all other official records of the
Authority. The Board may combine the positions of Secretary and Treasurer.
4.7.4 The Bylaws may further address the duties, responsibilities and administrative
requirements for the respective officers.
4.7.5 Executive Director. The Board may appoint a Executive Director or assign staff of
one or more Members to conduct the business of the Authority in accordance with
the policies of the Board; provided that no Member's staff will be so assigned
without the consent of that Member. The Executive Director will serve at the
pleasure of the Board and may be an employee or a contractor of the Authority.
4.7.6 General Counsel. The Board may retain general counsel, who reports to the Board
and serves at the pleasure of the Board.
4.7.7 Staff. The Authority may employ such full-time and part-time employees and
independent contractors as may be necessary from time to time to accomplish the
purposes of the Authority.
4.8 Bylaws: At, or as soon as practical after, the first meeting of the Board of Directors, the
Board will approve the Bylaws of the Authority to govern the day-to-day operations of the
Authority. The Board may adopt such other policies, rules and regulations for the conduct
of its affairs as may be necessary for the purposes of this Agreement in a manner
consistent with this Agreement and the Bylaws.
4.9 Liability of Authority. Officers, and Employees. The Directors, officers, and any employees
of the Authority must use ordinary care and reasonable diligence in the exercise of their
powers and in the performance of their duties pursuant to this Agreement. No Director,
officer, employee or agent will be responsible for any act or omission by another Director,
officer, employee, or agent. As further set forth in Section 5.9, the Authority will indemnify,
defend, and hold harmless the individual Directors, officers, employees, and agents of the
Authority for any action taken within the course and scope of their duties while acting on
behalf of the Authority pursuant to this Agreement. The Authority may purchase such
insurance as the Board may deem appropriate for this purpose. Nothing in this section
may be construed to limit the defenses available under the law, to the Members, the
Authority, or its Directors, officers, employees, or agents.
Page 5 of 12
V. FINANCIAL PROVISIONS
5.1 Fiscal year: The fiscal year will be July 1 through June 31, unless the Directors decide
otherwise, and will also apply to any Project Agreements unless the parties to such Project
Agreement decide otherwise.
5.2 Depositor : All funds of the Authority will be held in separate accounts in the name of the
Authority and not commingled with the funds of any Member or any other person or entity.
Regular reports will be made as directed by the Board, but at least quarterly, to the Board
of all receipts and disbursements. The books and records will be open to inspection by the
Board and individual Directors upon reasonable notice.
5.3 Budgets: A draft budget will be prepared for the Member agencies to review at least 45
days before the beginning of the Authority's next fiscal year. The Board will approve the
budget no later than 15 days before the beginning of the fiscal year. The budget must
include:
5.3.1 General and administrative costs for the general operation and administration of the
Authority. These costs do not include any costs incurred by the Authority directly as
a result of a specific Project Agreement as described in Article VI.
5.3.2 Project specific costs will be fully described and specified in a Project Agreement.
The Board will ensure that all costs incurred by the Authority directly relating to any
specific project will be paid only by the parties to the Project Agreement and will not
be paid for by the Authority as general and administrative costs. The Bylaws may
include additional requirements and criteria for such costs.
5.4 Initial Contributions: Upon formation of the Authority, each initial Member will make an
admission contribution of $25,000.00 for the purpose of funding anticipated operation and
administrative expenses for the initial six months or more of operation of the Authority until
a budget for the first full fiscal year is approved.
5.5 Recovery of General and Administrative Costs:
5.5.1 The Board may assess each Member for the general and administrative costs to
operate the Authority. Payments of public funds may be made to defray the costs
incurred in carrying out such purposes, and advances of funds may be made for use
in doing so, to be repaid as provided in this Agreement. Personnel, equipment or
property of one or more of the Members may be used in lieu of other contributions
or advances, upon Board approval, and will be treated as a contribution from that
Member.
5.5.2 General and administrative costs incurred by the Authority in carrying out its
purposes, as described in Section 5.3.1, will be shared by the Members as
determined by the Board.
5.5.3 The Authority will periodically, as necessary, issue an invoice to each Member
reflecting the expenses attributable to that Member in accordance with this
Agreement or the applicable Project Agreement, respectively. The Authority must
receive payment within 60 days of the date listed on the invoice. Delinquent sums
will bear interest at a rate established in the Bylaws, which may include additional
requirements.
Page 6 of 12
5.5.4 Upon request of any Member, the Authority will produce and allow the inspection of
all documents relating to the computation of expenses attributable to the Members
under this Agreement. If a Member does not agree with the amount listed on the
invoice, it must make full payment and provide a cover letter accompanying
payment to the Authority specifying the amount in dispute and providing a detailed
explanation of the basis for the dispute. The Authority will advise the disputing
Member of the Authority's determination within 30 business days.
5.6 Auditor; Audit: An auditor will be chosen annually by, and serve at the pleasure of, the
Board. The auditor will make an annual audit of the accounts and records of the Authority.
A report will be filed as a public record with the auditor of the county where the Authority is
domiciled, consistent with Section 6505 of the Act, and with each agency or entity that is a
Member, and to any public agency or person in California that submits a written request to
the Authority.
5.7 Bonds: The Board may, from time to time, designate the officers or other persons who
have charge of, handle, or have access to any property of the Authority and will require
such officers or persons to file an official bond, at the Authority's expense, in an amount to
be fixed by the Board.
5.8 No Authority Member Liability: As provided by Government Code section 6508.1, the
debts, liabilities, and obligations of the Authority will be the debts, liabilities, and obligations
of the Authority only, and not of the individual Members.
5.9 Indemnity: Funds of the Authority may be used to defend, indemnify and hold harmless the
Authority, each Member, each Director, and any officers, agents and employees of the
Authority for their actions taken within the course and scope of their duties while acting on
behalf of the Authority. Other than for gross negligence or intentional acts, the Authority
will indemnify and hold harmless each Member, its officers, agents and employees from
and against all claims, demands, or liability, including legal costs, arising out of or are
encountered in connection with this Agreement and the activities conducted in
performance of this Agreement and will defend each of them against any claim, cause of
action, liability, or damage resulting therefrom. The Directors, officers, employees, agents
and volunteers of the Authority will be entitled to defense and indemnification by the
Authority as provided under Government Code Section 825, et seq. and Government
Code Section 995, et seg.. The indemnification and hold harmless provisions of this
section apply in lieu of the right of contribution provisions at Government Code Sections
895-895.8. The provisions of Civil Code Section 2778 regarding the interpretation of
indemnity provisions are made a part of this Agreement.
VI. TERMINATION, WITHDRAWAL, AND SUSPENSION
6.1 Termination:
6.1.1 Mutual Termination. This Agreement may be terminated by the mutual agreement
of at least seventy-five percent (75%) of the total number of the boards or
governing bodies of the Member agencies in writing.
6.1.2 Termination of a Member by the Authority. A Member's rights under this Agreement
may be terminated upon the affirmative vote of all Directors less one. Before any
vote to terminate a Member's rights under this Agreement , written notice of the
proposed termination and the reason(s) for such termination will be presented at a
Page 7 of 12
regular Board meeting with opportunity for discussion. The Member subject to
possible termination will have the opportunity at the next following regular Board
meeting .to respond to any reasons and allegations that may be cited as a basis for
termination before a vote. If a Member's rights are terminated, that Member will be
nevertheless responsible for its proportionate share of any costs incurred by the
Authority up to the date of termination.
6.2 Member Voluntary Withdrawal from Authority:
6.2.1 Any Member may unilaterally withdraw from the Authority by giving at least 60
days' written notice of its election to do so, which notice will be given to the
Authority and each Member; provided that such withdrawal does not in any way
impair any contracts or obligations of the Authority then in effect. Before withdrawal
or as soon as an accounting can be completed, the withdrawing Member must pay
its proportionate share of (1) general and administrative costs, described in Section
5_5, budgeted and approved before the effective date of withdrawal and (2) any
multi-year contract entered into by the Authority while it was a member unless the
remaining Members agree to assume the withdrawing Member's obligations. The
withdrawing Member is also responsible for its share of any claims, demands,
damages, or liability arising from this Agreement through the date of withdrawal.
6.2.2 With respect to a particular project, and subject to the terms of the applicable
Project Agreement, the withdrawing Member will be responsible for its share of all
costs, expenses, advances, contractual obligations, and other obligations, including
bonds, notes or other indebtedness issued by the Authority while such withdrawing
entity was a party to a Project Agreement. The remaining parties to a Project
Agreement will have the option of discontinuing a project and/or acquiring the
interests of the withdrawing party, as may be more particularly described in the
Project Agreement. If the remaining Members to a Project Agreement under Article VI
decide to terminate the Project Agreement, any remaining funds will be allocated
pursuant to the terms of the Project Agreement and the costs will be allocated to all
parties as described in the Project Agreement, including the withdrawing party.
6.3 Withdrawal by Operation of Law: Should the participation of any Member be decided by
the courts to be illegal or in excess of that Member's authority or in conflict with any law,
such Member must withdraw not later than the date such determination becomes final and
must pay its proportionate share of the matters set forth in Section 6.2.1.
6.4 Disposition of Assets Upon Termination: Upon termination of this Agreement, any surplus
money or assets in the possession of the Authority for use under this Agreement, after
payment of liabilities, costs, expenses and charges incurred under this Agreement, will be
returned to the then -existing Members in proportion to the total contributions made by each
Member. The Board of Directors will first offer the properties, works, rights and interests of
the Authority for sale to Members. If such sale is not consummated or only partially
consummated, the Board of Directors will offer to sell the properties, works, rights and
interests of the Authority to any public utility, governmental agency, or other entity or entities
for good and adequate consideration. The Authority will have the power to consummate
such sales and the net proceeds from the sales will be distributed among the Members in
proportion to their total contributions.
Page 8 of 12
VII. MISCELLANEOUS PROVISIONS
7.1 Amendment of Agreement: This Agreement may be amended only by the unanimous vote
of all of the Member agencies. The Authority will provide notice to all Members of
amendments to this Agreement, including the effective date of such amendments.
7.2 Adoption and Amendment of Bylaws: The Bylaws may be adopted or amended only by the
affirmative vote of at least seventy-five percent (75%) of the total number of Directors. The
Authority will provide notice to all Members of amendments to the Bylaws, which includes
the effective date of such amendments.
7.3 Assignment: Except as otherwise expressed in this Agreement, the rights and duties of the
Members may not be assigned or delegated. without the advance written consent of all the
other Members, and any attempt to assign or delegate such rights or duties in
contravention of this section will be null and void. This Agreement inures to the benefit of,
and is binding upon, the successors and assigns of the Members. This section does not
prohibit a Member from entering into an independent agreement with another agency,
person or entity regarding the funding or financing of that Member's contributions to the
Authority, or the disposition of the proceeds which that Member receives under this
Agreement, so long as the independent agreement does not affect or purport to affect, the
rights and duties of the Authority or the Members under this Agreement.
7.4 Severability: If one or more clauses, sentences, paragraphs or provisions of this
Agreement is be held to be unlawful, invalid or unenforceable, the remainder of the
Agreement will not be affected. Such clauses, sentences, paragraphs or provisions will be
deemed reformed so as to be lawful, valid, and enforced to the maximum extent possible.
7.5 Complete Agreement; Counterparts: This Agreement constitutes the entire agreement
between the Members with respect to the subject matter of the Agreement. This
Agreement may be executed in any number of counterparts and upon execution by all
Members, each executed counterpart will have the same force and effect as an original
instrument and as if all Members had signed the same instrument. Any signature page of
this Agreement may be detached from any counterpartof this Agreement without impairing
the legal effect of any signatures thereon, and may be attached to another counterpart of
this Agreement identical in form but have attached to it one or more signature pages.
Facsimile and electronic signatures will be deemed valid and binding.
7.6 Authority Members to be Sewed Notice: Any notice authorized to be given pursuant to this
Agreement will be validly given if served in writing either personally, by facsimile, by
deposit in the United States mail, first class postage prepaid with return receipt requested,
or by a recognized courier service. Notices given (i) personally or by courier service will be
conclusively deemed received at the time of delivery and receipt; (ii) by mail will be
conclusively deemed given 48 hours after the deposit thereof if the sender returns the
receipt; and (iii) by facsimile, upon receipt by sender of an acknowledgment or transmission
report generated by the machine from which the facsimile was sent indicating that the
facsimile was sent in its entirety and received at the recipient's facsimile number. All
Notices will be sent to the addresses listed in Exhibit A to this Agreement.
7.7 Dispute Resolution: Any dispute between or among the Members arising out of this
Agreement that cannot be resolved following written notice to the Member or Members of
the basis of the dispute and the proposed resolution and a reasonable opportunity for such
Member or Members to cure or remedy the dispute, will be submitted to mediation. The
Page 9of12
mediator will be selected by mutual agreement. If the matter cannot be resolved through
mediation, or the Members cannot agree upon a mediator, then the matter will be
submitted to arbitration in accordance with the provisions of the California Arbitration Act
Code of Civil Procedure section 1280 and following).7.8.
7.8 Acceptance of Electronic Signatures. In accordance with Government Code § 16.5, the
Parties agree that this Agreement, agreements ancillary to this Agreement, and related
documents to be entered into in connection with this Agreement will be considered signed
when the signature of a party is delivered by electronic transmission. Such electronic
signature will be treated in all respects as having the same effect as an original signature.
7.9 Interpretation. This Agreement was drafted in, and will be construed in accordance with
the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
THE UNDERSIGNED AUTHORIZED REPRESENTATIVES of the Members have
executed this Agreement as of the date shown below:
[Signatures on the following pages]
Page 10 of 12
CITY OF
By:_
Name:
Title:
CITY OF
By:
Name:
Title:
CITY OF
By:
Name:
Title:
CITY OF
By:_
Name:
Title:
CITY OF
By:
Name:
Title:
Page 11 of 12
Date:
Date:
Date:
Date:
Date:
EXHIBIT A
MEMBER AGENCIES
Page 12 of 12