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CC - Item 8A - Discussion on Forming a Joint Powers of Authority O y: OSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: GLORIA MOLLEDA, CITY MANAGER iS, M DATE: JUNE 11,2019 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 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. elude three (3) Build Alternatives. Definition tom , • 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. 8:A City Council Meeting June 11,2019 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 Exercise of Powers Agreement • • • • • • • • • • • S E M • F •• • Ed _ • • '4 • • • • • CIVIC PRIDE • r, • 'NCORPORATEO A9s9 • • Attachment A • • •Sample Bylaws of JPA •• 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 's. principal office. Section 5.02--Presiding Officers 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 bekept minutes of all meetings Section 5.03 -- Meetings The. Board of Directors willschedule regular meetings for the transaction of. businessand 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 Majority Vote 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 limitationsof 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 andaffairs 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 y 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, thevote of the majority of all members .toremove a Director-. The Board must approve the removal of an Appointed or Designated Director by the members: (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 financialconflicts of interest between Board members, and other designated persons, and the Authority. ARTICLE VIII. 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 serveat the pleasure of the Board Section 8.03--Resignation 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, ifany, 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 tosuch 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--Vice-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--Secretary (a) The Secretary will keep or cause tobe kept, at: 's principal office or such other place as the Board may direct, a book, of minutesof 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 presentat the Board and committee meetings, and the number of members present or represented at members' meetings. The Secretary will keep or causeto 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 tobe given. The Secretary will keep the corporate seal in safe custodyand 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 byany 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--Standinq. 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 E M S F ® l' e 0 k civic. PRIDE - I T I" 71 r 4 „ ® r 'ryCCRPORA. O 1" 9 Attachment B Draft Joint Exercise of Powers 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 of 12 1.6 Non-Member Participating Parties: A public agency or other entity that partners with the Authority to undertake an.Authority project. II. 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 employsuch 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 receivefederal, state or local grants, loans, or otheraid 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/ 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: Termsand 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 rightsreserved 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 3 of 12 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. ti 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 Boardmay appoint a temporary Chair. 4.3.5 A Director and Alternate Director office will be declared vacant if theperson 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 theoffice is not vacant, will serve as Director, until the Member appoints a new Director or Alternate, as applicable. 4.4 Meetings: The Boardmust 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 offunds, 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 thepolicies of the Board; provided that no Member's staff will be so assigned without the consent of that Member. The Executive Director willserve 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-timeand 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 diligencein-the exercise of their powersand 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 forany 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 Agreementsunless the partiesto such Project Agreement decide otherwise. 5.2 Depository: 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 reviewat 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 Authoritydirectly 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 andcriteria 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 oradvances, 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 outits 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 ofexpenses_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 auditorwill 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 holdharmless 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 seq.. The indemnification and hold harmless provisions of this section apply in lieu of theright 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 61 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 theboards 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 theaffirmative vote of all Directors less one.: Before any vote to terminate a Member'srights 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 terminationwill 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 toterminate the Project Agreement,any remaining funds will be allocated pursuant tothe terms of the Project Agreement and the costs will be allocated to all parties asdescribed 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 inexcess of that Member's authority or in conflict with any law, such Member must withdraw not later than the datesuch 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 interestsof 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 withanother 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 asto 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. Anysignature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legaleffect 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 Served 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 wassent 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 9 of 12 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 respectsas 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 .exclusivevenue for any action involving this agreement will be in LosAngelesCounty. 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 Date: Name: Title: CITY OF gy. Date: Name: Title: . CITY OF By Date: Name: Title: CITY.OF gy: . Date Title: CITY OF B Y., Date" Name: Title:. Page 11 of 12 EXHIBIT A MEMBER AGENCIES Page 12of12