HomeMy WebLinkAbout12a. Exhibit A Orangeline Agreement
ORANGELINE DEVELOPMENT AUTHORITY
SECOND AMENDED
JOINT EXERCISE OF POWERS AGREEMENT
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ORANGELINE DEVELOPMENTAUTHORITY
SECOND AMENDED JOINT EXERCISE OF POWERS AGREEMENT
THIS SECOND AMENDED JOINT EXERCISE OF POWERS AGREEMENT (this
“Agreement”), is made and entered as of the __ day of _____________, 2010 by and between:
(1) City of Los Angeles (16) City of Buena Park
(2) City of Vernon (17) City of La Palma
(3) City of Huntington Park (18) City of San Fernando
(4) City of Maywood (19) City of Burbank
(5) City of Bell (20) City of Glendale
(6) City of Cudahy (21) City of Tustin
(7) City of South Gate (22) City of Irvine
(8) City of Downey (23) County of Los Angeles
(9) City of Paramount (24) City of Palmdale
(10) City of Bellflower (25) City of Los Alamitos
(11) City of Cerritos (26) City of Lancaster
(12) City of Artesia (27) City of Santa Clarita
(13) City of Cypress (28) City of Garden Grove
(14) City of Stanton (29) City of Anaheim
(15) City of Huntington Beach (30) City of Santa Ana
W I T N E S S E T H
WHEREAS, the Members are each authorized and empowered to plan, finance, acquire,
and construct and operate transportation facilities and issue bonds to provide the funds therefore;
and
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WHEREAS, the Members are authorized and empowered to enter into public-private
partnerships pursuant to which revenue-generating public accommodations, infrastructure, and
services can be designed, funded, constructed, and operated; and
WHEREAS, the Act provides that two or more public agencies may by agreement jointly
exercise any powers common to the parties to the agreement and may by that agreement create
an entity which is separate from the parties to the agreement; and
WHEREAS, the parties to this Agreement have each determined that an agency for the
joint exercise of their common powers shall be formed to exercise their respective powers for the
purpose of establishing one or more public-private partnerships to plan, finance, acquire,
construct and operate transportation facilities adjacent to or within the boundaries of the
Members and
WHEREAS, the Members desire to amend this Agreement to permit any joint powers or
other governmental or county agencies within the Sphere of Influence of the Orangeline, to
become members of the Orangeline Development Authority; and
WHEREAS, by this Agreement, the Members desire to create and establish the
Orangeline DevelopmentAuthority for the purposes set forth herein and to exercise the powers
described herein and as provided by law.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. For the purposes of this Agreement, the following words
shall have the following meanings:
“Act” means the Joint Exercise of Powers Act of the State of California, California
Government Code Sections 6500-6599.2, inclusive, as it now exists or may hereafter be
amended.
“Agreement” means this Joint Exercise of Powers Agreement.
“Authority” means the Orangeline Development Authority.
“Board of Directors” or “Board” means the governing body of the Authority.
“Bonds” means bonds, notes or other obligations of the Authority issued pursuant to any
provision of law which may be used by the Authority for the authorization and issuance of
bonds, notes or other obligations.
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“CEQA” means the California Environmental Quality Act, contained in the California
Public Resources Code, Section 21000 et seq., together with the State CEQA Guidelines, 14
CCR §15000 et seq., as they now exist or may hereafter be amended.
“Director” means any person serving as the representative of a Member on the Board.
stth
“Fiscal Year” means July 1 to and including the following June 30or such other period
as the Board may specify by resolution.
“Member” means a public agency that is a party to this Agreement.
“NEPA” means the National Environmental Policy Act, contained in 42 U.S.C. Section
4321 et seq., as it now exists or may hereafter be amended.
“Orangeline” means a high-speed ground transportation service that is provided by an
environmentally friendly, grade separated, state-of-the-art high speed transit system in Southern
California.
“Orangeline Project” means the activities required to plan, put in place, maintain and
maximize the benefits of, the Orangeline.
“Party” means a Member.
“Sphere of Influence” means an area that: 1) is within one mile of the right-of-way of the
Orangeline; or 2) is within a distance of the right-of-way from which people will travel to use the
Orangeline as determined by the Board; or 3) is within an area that is directly or indirectly
influenced by or has an influence upon the Orangeline as determined by the Board.
ARTICLE II
GENERAL PROVISIONS
Section 2.1 Creation of Authority. Pursuant to Section 6502 of the Act, there is
hereby created a public entity separate and independent from the Parties hereto, to be known as
the “Orangeline Development Authority.”
(a) Within thirty (30) days after the effective date of this Agreement and after any
amendment, the Authority shall cause a notice of such Agreement or amendment to be
prepared and filed with the office of the California Secretary of State containing the
information required by California Government Code Section 6503.5.
(b) Within ten (10) days after the effective date of this Agreement, the Authority
shall cause a statement of the information concerning the Authority, its Members and
Directors required by California Government Code Section 53051 to be filed with the
office of the California Secretary of State and with the County Clerk of each county in
which the Authority maintains an office, and within ten (10) days after any amendment
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which makes any change in the facts required to be stated pursuant to Subdivision (a) of
such Section, a statement of such facts also shall be filed as provided therein.
Section 2.2 Purpose. The purpose of the Authority is to pursue its stated objective to
use the common powers of its Members to enter into one or more public-private partnerships to
finance, acquire, design, construct, reconstruct, improve, and operate the facilities and
improvements to the Orangeline as may be approved by action of the Authority.
ARTICLE III
POWERS
Section 3.1 General Powers. The Authority shall have the power in its own name to
exercise any and all common powers of its Members reasonably related to the purposes of the
Authority, including but not limited to the powers to:
(a) study the feasibility of and plan for and implement the design, acquisition,
financing, construction and operation of the Orangeline; and
(b) seek, receive and administer funding from any available public or private source,
including grants or loans under any available federal, state and local programs for
assistance in achieving the purposes of the Authority; and
(c) contract for the services of engineers, attorneys, planners, financial and other
necessary consultants or entities; and
(d) make and enter into any other contracts; and
(e) employ agents, officers and employees; and
(f) acquire, lease, construct, own, manage, maintain, dispose of or operate (subject to
the limitations herein) any buildings, works or improvements; and
(g) acquire, hold, manage, maintain, or dispose of any other property by any lawful
means, including without limitation gift, purchase, eminent domain, lease, lease-
purchase, license or sale; and
(h) incur all authorized debts, liabilities, and obligations, including issuance and sale
of bonds, notes, certificates of participation, bonds authorized pursuant to the Marks-
Roos Local Bond Pooling Act of 1985, California Government Code Sections 6584 et
seq. (as it now exists or may hereafter be amended) or any other legal authority common
to the Members and such other evidences of indebtedness described in Section 3.2(a)(6)
of this Agreement, subject to the limitations herein; and
(i) receive gifts, contributions and donations of property, funds, services and other
forms of financial or other assistance from any persons, firms, corporations and
governmental entities; and
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(j) sue and be sued in its own name; and
(k) seek the adoption or defeat of any federal, state or local legislation or regulation
necessary or desirable to accomplish the stated purposes and objectives of the Authority;
and
(l) adopt rules, regulations, policies, bylaws and procedures governing the operation
of the Authority; and
(m) to invest any money in the treasury pursuant to California Government Code
Section 6505.5 that is not required for the immediate necessities of the Authority, as the
Authority determines is advisable, in the same manner and upon the same conditions as
local agencies, pursuant to Section 53601 of the California Government Code as it now
exists or may hereafter be amended; and
(n) to carry out and enforce all the provisions of this Agreement; and
(o) exercise all other powers not specifically mentioned herein, but common to
Members, and authorized by California Government Code Section 6508.
Section 3.2 Specific Powers.
(a) Financial.
(1)Annual Budget. The Board shall adopt an annual budget for the ensuing
fiscal year by a two-thirds (2/3) vote of the Board.
(2)Accounts. All funds will be placed in object accounts and the receipt,
transfer, or disbursement of such funds shall be accounted for in accordance with
the generally accepted accounting principles applicable to governmental entities,
with strict accountability of all funds. All revenues, expenditures and status of
bank accounts and investments shall be reported to the Board as frequently as the
Board shall direct and, in any event, not less than annually, pursuant to procedures
established by the Board.
(3)Expenditures Within Approved Annual Budget. All expenditures within
the limitations of the approved annual budget shall be made upon approval of the
Executive Director in accordance with the rules, policies and procedures adopted
by the Board. However, no expenditure shall be made for the purpose of
purchasing or otherwise acquiring real property without prior approval of the
Board by the representatives of not less than two-thirds (2/3) of the Members. No
expenditures in excess of those budgeted shall be made without the approval of an
amended annual budget by the Board pursuant to paragraph (1) of this Section.
(4)Disbursements. Warrants shall be drawn upon the approval and written
order of the Board and the Board shall requisition the payment of funds only upon
approval of claims, disbursements and other requisitions for payment in
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accordance with this Agreement and other rules, regulations, policies and
procedures adopted by the Board.
(5)Audit. The records and accounts of the Authority shall be audited
annually by an independent certified public accountant and copies of such audit
report shall be filed with the State Controller, the County Auditor in each county
in which a Member is located, and shall be provided to each Member no later than
fifteen (15) days after receipt of such audit reports by the Authority. In any fiscal
year during which the Authority has gross revenues of less than $250,000 the
Board may, in its discretion, dispense with such an audit, and instead rely on such
other financial review by the Authority’s staff or other reviewers as the Board
shall deem prudent.
(6)Securities. The Authority may use any statutory power available to it
under the Act and any other applicable laws of the State of California, whether
heretofore or hereinafter enacted or amended, for issuance and sale of any
revenue bonds or other evidences of indebtedness necessary or desirable to
finance the exercise of any power of the Authority, and may borrow from any
source including, without limitation, the federal government, for these purposes.
(7)Liabilities. The debts, liabilities and obligations of the Authority shall be
the debts, liabilities and obligations of the Authority alone, and not of the
Members, although a Member may separately contract for, or assume
responsibility for, specific debts, liabilities or obligations of the Authority, as
authorized by California Government Code Section 6508.1.
(8)Hold Harmless and Indemnification. To the fullest extent permitted by
law, each Member agrees to save, indemnify, defend and hold harmless the
Authority and all other Parties from any liability, claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses
or costs of any kind, whether actual, alleged or threatened, including attorneys
fees and costs, court costs, interest, defense costs, and expert witness fees, where
the same arise out of, or are any way attributable in whole or in part, to negligent
acts or omissions of the indemnifying Party or its employees or agents, except
when acting within the scope of their authority as employees or agents of the
Authority. Where the Authority, or its Parties, in their capacities as Members or
agents or employees of the Authority, are held liable for injuries to persons or
property, including death, the liability of each Party for contribution or
indemnification for such injuries shall be determined by agreement among the
Parties or a court of competent jurisdiction, and the Party responsible for liability
to the others will indemnify the other Parties to this Agreement for the percentage
of liability determined as set forth therein. In the event of liability imposed upon
the Authority, or any of its Parties, for injury or death which is caused by the
negligent or wrongful act or omission of any Party in the performance of this
Agreement, the contribution of the Party or Parties not directly responsible for
such negligent or wrongful act or omission shall be limited to one hundred dollars
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($100). The Party or Parties directly responsible for such negligent or wrongful
acts or omissions shall defend, indemnify and hold the Authority and all other
Parties harmless from any liability arising out of such wrongful act or omission.
In no event, however, shall the indemnification of an employee or former
employee of the Authority or Member exceed that provided in California
Government Code Article 4 of Chapter 1 of Part 2 of Division 3.6, beginning with
Section 825, as it now exists or may hereafter be amended.
(b)Condemnation. The Authority shall have the power to exercise any available
eminent domain power of its Members, upon approval of (i) two-thirds (2/3) of the entire
membership of the Board, and (ii) the concurrence of the governing body of any
Member(s) within the boundaries of which the real property is to be acquired.
(c)Parkland Maintenance. The Authority shall maintain all parkland and open space
installed or constructed within the right-of-way of the Orangeline.
(d)Manner of Exercise. For purposes of California Government Code Section 6509,
the powers of the Authority shall be exercised subject to the restrictions upon the manner
of exercising such powers as are imposed upon the City of Artesia, a general law city,
provided, however, that if the City of Artesia shall fail or cease to be a Member, then the
Authority shall be restricted in the exercise of its powers in the same manner as the City
of Bell, a general law city.
(e)Compliance with CEQA and NEPA. The Authority shall comply with all
requirements of CEQA and NEPA as a condition precedent to its commitment to carry
out any obligation under this Agreement for which such compliance is required.
However, the execution of this Agreement does not constitute a project or approval of
any commitment to carry out any project as those terms are used in CEQA and NEPA.
(f)Contributions. Individual Members may contribute funds, personnel and
equipment to the Authority in furtherance of the purposes of the Authority set forth
herein. Pursuant to Government Code Sections 6504, 6512.1 and related provisions, the
Authority is empowered after the issuance of bonds or receipt of funds from any other
source, to reimburse such Members for such contributions.
(g)Expulsion. A Party may be expelled from the Authority for violation of this
Agreement, upon a vote of three-fourths (3/4) of the entire membership of the Board
(excluding the vote of the Party to be expelled), after the Board has given thirty (30)
days’ written notice to the Party to be expelled of the Authority’s intention to expel that
Member if the violations of this Agreement identified in the notice are not cured or, if the
cure cannot by its nature be completed within thirty (30) days, commenced within that
notice period and diligently pursued to completion. Any Party that fails to execute any
amendment to this Agreement within thirty (30) days after execution by the last Member
required for approval of such amendment by Section 5.1 of this Agreement, shall be
deemed to be expelled on the thirty-first (31st) day after such execution.
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Expulsion of a Party shall not relieve the expelled Party of any liabilities imposed
upon or incurred by the Party pursuant to this Agreement prior to the effective date of
such expulsion. However, such expulsion shall result in the forfeiture of all rights and
claims of the expelled Party to any repayment of contributions or advances or other
distribution of funds or property after withdrawal, including distribution in the event of
termination of the Authority. The Members agree that the liquidated damages provided
by this paragraph are necessary and appropriate because the furtherance of the Orangeline
Project is a complex venture, which will require sustained, collective effort over a period
of years. If a Member fails to fulfill its commitment to the other Members to accomplish
the mission of constructing, developing and maintaining the Orangeline, there will be real
and substantial injury to the success of the project and to the other Members, which
injury is necessarily difficult to quantify. Accordingly, the Members agree the provision
of this paragraph and of paragraph (h) below constitute an appropriate measure of the
damages an early withdrawal will cause.
(h)Withdrawal. Any Party may withdraw from the Authority at any time, for any
reason, by giving written notice to the Board of its intention to do so thirty (30) days prior
to the effective date of that withdrawal.
Withdrawal of a Party, however, shall not relieve it of any liabilities imposed
upon or incurred by the Party pursuant to this Agreement prior to the effective date of
such withdrawal, and such withdrawal shall result in the forfeiture of all rights and claims
of the withdrawing Party to any repayment of contributions or advances or other
distribution of funds or property after withdrawal, including distribution in the event of
termination of the Authority.
(i)Termination of Authority.
(1)Causes. The Authority shall terminate, and its assets be distributed in
accordance with the provisions of this Agreement, upon the unanimous vote of its
Members or at such time as there shall be only one Member remaining.
(2)Limitations
a. No termination of the Authority shall occur until all of its debts,
liabilities, and obligations, including issuance and sale of bonds, notes, certificates
of participation and other evidences of indebtedness described in Section 3.2(a)(6)
of this Agreement are paid or adequate provision for such payment is made in
accordance with the resolution of the Authority authorizing issuance and sale
thereof.
b. No termination of the Authority shall occur which constitutes or
will necessary cause a material breach of any contract or agreement entered into
by the Authority.
c. No termination of the Authority shall occur which adversely
affects the operation, repair, maintenance, improvement or administration of any
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facility then owned, leased, permitted, licensed or otherwise controlled by the
Authority.
d. No termination of the Authority shall occur which is prohibited by
law.
(3) Distribution of Funds and Property. Upon termination of the Authority, any
remaining funds, property or other assets of the Authority, following discharge of all debts,
liabilities and obligations of the Authority, shall be distributed to the Members for any un-
reimbursed advances, contributions or in-lieu contributions made or given to the Authority by
such Members, and then distributed to all Members in proportion to the contributions to the
Authority by the Members. Alternatively, the Board, by a vote of 2/3 of its entire membership,
may distribute the assets of the Authority to another public or private non-profit agency capable
of using the assets of the Authority for the benefit of the public.
ARTICLE IV
ORGANIZATION
Section 4.1 Members. The Members of the Authority shall be the Members described
in the introductory paragraph of this Agreement, and any public agency whose territory lies
within the Sphere of Influence of the Orangeline, and which is subsequently added as a Member
by approval of the agency’s governing body and by the Board of Directors, and which has
executed this Agreement and all subsequent amendments, and has not withdrawn nor been
expelled thereafter.
Section 4.2 Board
(a)Composition
(1) The Board shall consist of one person designated as a Director by
the governing body of each of the Members as well as non-voting representatives
of the California Department of Transportation, Southern California Association
of Governments, Los Angeles County Metropolitan Transportation Authority and
the Orange County Transportation Authority, and other agencies as determined by
the Board.
(2) Each Member shall appoint one or more Alternate Directors. All
Directors and Alternate Directors shall be current members of the governing body
of their appointing Member. Directors and Alternate Directors shall serve during
the pleasure of their respective appointing authorities and during that pleasure
shall hold office for a period of one year, concurrent with the Authority’s fiscal
year, and thereafter until their successors are selected and qualified (unless a
Director or Alternate Director ceases to qualify for service, as by loss of elective
office). Any vacancy caused by a Director or Alternate Director ceasing to serve
on the body which appointed him or her or otherwise shall be filled in the same
manner as the original appointment. Nothing in this Agreement shall bar the
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reappointment of a Director or an Alternate Director to successive terms provided
that Director or Alternate Director continues to be qualified to serve.
(b)Compensation and Expense Reimbursement
All Directors and Alternate Directors on the Board shall receive a stipend
per meeting attended as the Member’s voting representative upon a vote of the
Board to authorize such stipends. Each Director and Alternate Director on the
Board shall be reimbursed for reasonable and necessary expenses actually
incurred in the conduct of the Authority’s business, pursuant to an expense
reimbursement policy established by the Board prior to such expenses being
incurred.
(c)Voting
(1) Required Vote. All actions of the Board shall be by vote of the
representatives of a majority of Directors or Alternate Directors present and
voting, except as otherwise specifically provided herein.
(2) Proxy and Absentee Votes. Directors and Alternate Directors may
not cast proxy or absentee votes. Each Member shall have an equal vote. Each
Alternate Director shall have one vote during the absence of the Director for
whom he or she serves as an Alternate Director.
(d) Political Reform Act
Directors and Alternate Directors shall be considered “public officials”
within the meaning of the Political Reform Act of 1974, as amended, and its
regulations, for purposes of financial disclosure, conflict of interest and other
requirements of such Act and regulations, subject to a contrary opinion or written
advice of the California Fair Political Practices Commission. The Authority shall
adopt a conflicts of interest code in compliance with the Political Reform Act.
(e)Levine Act
Directors and Alternate Directors are “officials” within the meaning of
California Government Code Section 84308 et seq., commonly known as the
“Levine Act,” and subject to the restrictions of such act on the acceptance,
solicitation or direction of contributions.
(f)Principal Office
The principal office of the Authority shall be established or moved to any
place in Los Angeles County or Orange County by resolution of the Board.
(g)Meetings
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(1) Time and Place. The Board shall meet at the principal office of the
Authority, or at such other place designated by the Board if notice is provided in the
manner of notice of an adjourned meeting under the Ralph M. Brown Act, California
Government Code Section 54950 et seq. The time and place of regular meetings of the
Board shall be designated by resolution adopted by the Board, a copy of which shall be
furnished to each Member at least ten (10) days prior to the next such regular meeting,
provided, however, that at least one regular meeting shall be held each year.
(2) Call and Conduct. All meetings of the Board shall be called and
conducted in accordance with the provisions of the Ralph M. Brown Act and other
applicable law.
(h)Quorum
Representatives of not less than one half (1/2) of the Members shall
constitute the quorum of the Board required to conduct the business of the
Authority.
(i)Rules
The Board may adopt from time to time rules and regulations for the
conduct of meetings of the Board and of the affairs of the Authority consistent
with this Agreement and other applicable law.
(j) Minutes
The Secretary of the Authority shall cause minutes of all meetings of the
Board to be drafted and mailed to each Member promptly after each such
meeting. Upon approval by the Board, such minutes shall become a part of the
official public records of the Authority.
(k) Officers
(1)Chair and Vice-Chair. The Board shall select a Chair and Vice-Chair
from among its members.
(2)Secretary. The Board shall appoint a Secretary from the Directors or the
officers or employees of the Authority or a Member.
(3) Treasurer and Auditor. The Board shall appoint an officer or
employee of the Authority or an officer or employee of a Member to hold the offices of
Treasurer and Auditor of the Authority. Such offices may be held by separate officers or
employees or may be combined and held by one such officer or employee, as provided by
the Board. Such person or persons shall possess the powers and duties of, and shall
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perform all Treasurer and Auditor functions for the Authority, including those required or
authorized by California Government Code Sections 6505, 6505.5, and 6505.6.
(4)Executive Director. The Board shall appoint an Executive Director,
which appointment shall require the approval of two-thirds (2/3) of its entire
membership. The Executive Director may be an officer or employee of a Member, and
shall have full authority and responsibility to implement the purposes and objectives of
the Authority, subject only to the general authority of the Board.
(5)Terms. The Chair, Vice-Chair, Secretary, Treasurer and Auditor shall
serve during the pleasure of the Board and during that pleasure shall hold office for a
period of one year, concurrent with the Authority fiscal year, and thereafter until their
successors are selected and qualified (unless the Chair or Vice-Chair should cease to be a
member of the Board). The appointment of such persons by the Board shall be evidence
that the position of an officer, employee, or agent of the Authority is compatible with
those of an officer, employee or agent of any Member.
(6) Additional Officers. The Board may appoint any additional
officers deemed necessary or desirable. Such additional officers also may be officers or
.
employees of a Member or of the Authority
a. Bonding Requirements. The officers or persons designated to have
charge of, handle, or have access to any funds or property of the Authority
shall be so designated and empowered by the Board. Each such officer or
person shall be required to file an official bond with the Authority in an
amount established by the Board. Should the existing bond or bonds of
any such officer or persons be extended to cover the obligations provided
herein, said bond shall be the official bond required herein. The premiums
on any such bonds attributable to the coverage required herein shall be
appropriate expenses of the Authority.
b. Status of Officers and Employees. All of the privileges and
immunities from liability, exemption from laws, ordinances and rules, all
pension, relief, disability, workmen’s compensation, and other benefits
which apply to the activity of officers, agents, or employees of the
Authority when performing their respective functions within the territorial
limits of a Member shall apply to them to the same degree and extent
while engaged in the performance of any of their functions and duties
under the provisions of this Agreement and Chapter 5 of Division 7 of
Title 1 of the California Government Code, commencing with Section
6500. However, none of the officers, agents or employees appointed by
the Board shall be deemed to be employed by any of the Members or to be
subject to any of the requirements of such Members by reason of their
employment by the Authority.
c. Committees.
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(i) Creation. The Board may by resolution create permanent or ad hoc
committees to give advice to the Board of Directors on such matters as may be referred to
such committee by the Board. Qualified persons shall be appointed to such committees by
the Board and each such appointee shall serve at the pleasure of the Board.
(ii) Meetings. All regular, adjourned and special meetings of such
committees shall be called and conducted in accordance with the applicable requirements
of the Ralph M. Brown Act, Government Code Section 54950 et. seq., as it now exists or
may hereafter be amended, and all other applicable law.
ARTICLE V
MISCELLANEOUS
Section 5.1 Amendments. This Agreement may be amended with the approval of not
less than three-fourths (3/4) of all Members; provided, however, that no amendment may be
made which would adversely affect the interests of the owner or ownersof bonds, letters of
credit or other financial obligations of the Authority without the consent of that owner or owners.
Section 5.2 Notice. Any notice required to be given or delivered by any provision of
this Agreement shall be personally delivered or deposited in the U.S. Mail, registered or
certified, postage prepaid, addressed to the Members at their addresses as reflected in the records
of the Authority, and shall be deemed to have been received by the Member to which the same is
addressed upon the earlier of receipt or seventy-two (72) hours after mailing.
Section 5.3 Attorney’s Fees. In the event litigation or other proceeding is required to
enforce or interpret any provision of this Agreement, the prevailing party in such litigation or
other proceeding shall be entitled to an award of its actual and reasonable attorney’s fees, costs
and expenses incurred in the proceeding.
Section 5.4 Successors. This Agreement shall be binding upon and inure to the
benefit of any successor of a Member.
Section 5.5 Assignment and Delegation. No Member may assign any rights or
delegate any duties under this Agreement without the unanimous written consent of all other
Members and any attempt to make such an assignment shall be null and void for all purposes.
Section 5.6 Counterparts. This Agreement may be executed in one (1) or more
counterparts, all of which together shall constitute a single agreement, and each of which shall be
an original for all purposes.
Section 5.7 Severability. Should any part, term or provision of this Agreement be
decided by any court of competent jurisdiction to be illegal or in conflict with any applicable
law, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts,
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terms, or provisions of this Agreement shall not be affected thereby and to that end the parts,
terms and provisions of this Agreement are severable.
Section 5.8 Integration. This Agreement represents the full and entire Agreement
among the Members with respect to the matters covered herein.
Section 5.9 Execution.The legislative bodies of the Members each have authorized
execution of this Agreement, as evidenced by the respective signatures attested below.
___________________________________
ANNE M. BAYER, MAYOR
___________________________________
(date)
ATTEST:
KATHLEEN L. MIDSTOKKE, City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY
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TABLE OF CONTENTS
Page No.
ARTICLE I DEFINITIONS......................................................................................................2
Section 1.1. Definitions.................................................................................................2
ARTICLE II GENERAL PROVISIONS...................................................................................3
Section 2.1. Creation of Authority................................................................................3
Section 2.2. Purpose......................................................................................................4
ARTICLE III POWERS............................................................................................................4
Section 3.1. General Powers.........................................................................................4
Section 3.2. Specific Powers.........................................................................................5
(a) Financial.................................................................................................5
(1) Annual Budget...........................................................................5
(2) Accounts....................................................................................5
(3) Expenditures Within Approved Annual Budget........................5
(4) Disbursements............................................................................6
(5) Audit..........................................................................................6
(6) Securities....................................................................................6
(7) Liabilities...................................................................................6
(8) Hold Harmless and Indemnification..........................................6
(b) Condemnation........................................................................................7
(c) Parkland Maintenance............................................................................7
(d) Manner of Exercise................................................................................7
(e) Compliance with CEQA and NEPA......................................................7
(f) Contributions..........................................................................................7
(g) Expulsion...............................................................................................7
(h) Withdrawal.............................................................................................8
(i) Termination of Authority.......................................................................8
(1) Causes........................................................................................8
(2) Limitations.................................................................................8
(3) Distribution of Funds and Property............................................9
-i-
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ARTICLE IV ORGANIZATION..............................................................................................9
Section 4.1. Members...................................................................................................9
Section 4.2. Board.........................................................................................................9
(a) Composition...........................................................................................9
(b) Compensation and Expense Reimbursement.......................................10
(c) Voting..................................................................................................10
(1) Required Vote..........................................................................10
(2) Proxy and Absentee Votes.......................................................10
(d) Political Reform Act............................................................................10
(e) Levine Act............................................................................................10
(f) Principal Office....................................................................................10
(g) Meetings...............................................................................................11
(1) Time and Place.........................................................................11
(2) Call and Conduct......................................................................11
(h) Quorum................................................................................................11
(i) Rules....................................................................................................11
(j) Minutes................................................................................................11
Section 4.3. Officers...................................................................................................11
(a) Chair and Vice-Chair...........................................................................11
(b) Secretary..............................................................................................11
(c) Treasurer and Auditor..........................................................................11
(d) Executive Director...............................................................................12
(e) Terms...................................................................................................12
(f) Additional Officers..............................................................................12
Section 4.4. Bonding Requirements............................................................................12
Section 4.5. Status of Officers and Employees...........................................................12
Section 4.6. Committees.............................................................................................13
(a) Creation................................................................................................13
(b) Meetings...............................................................................................13
ARTICLE V MISCELLANEOUS..........................................................................................13
Section 5.1. Amendments...........................................................................................13
Section 5.2. Notice......................................................................................................13
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Section 5.3. Attorney’s Fees.......................................................................................13
Section 5.4. Successors...............................................................................................13
Section 5.5. Assignment and Delegation....................................................................13
Section 5.6. Counterparts............................................................................................13
Section 5.7. Severability.............................................................................................13
Section 5.8. Integration...............................................................................................13
Section 5.7. Execution................................................................................................13
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