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Home My WebLink About05. 3rd Amended Orangeline JPA AGENDA MEMO DATE: July 12, 2011 TO: Mayor and Members of the City Council FROM: Office of the City Manager By: Shannon DeLong, Assistant to the City Manager SUBJECT: ORANGELINE DEVELOPMENT AUTHORITY THIRD AMENDED JOINT EXERCISE OF POWERS AGREEMENT RECOMMENDATION That the City Council approve the Third Amended Joint Exercise of Powers Agreement of the Orangeline Development Authority. BACKGROUND The Orangeline Development Authority (OLDA or Orangeline) is a Joint Powers Agency formed to pursue development of a high speed, environmentally-friendly, grade- separated transit system in Southern California. The City Council approved a resolution authorizing the City of Downey to enter into the Joint Exercise of Powers Agreement for the Orangeline on December 10, 2002. The Council approved the first amendment to the Joint Powers Agreement on January 25, 2005 and the second amendment to the Joint Powers Agreement on May 25, 2010. Presently, there are 14 voting members of OLDA: Artesia, Bell, Bellflower, Cerritos, Cudahy, Downey, Glendale, Huntington Park, Maywood, Paramount, Santa Clarita, South Gate, Vernon and the Burbank-Glendale-Pasadena Airport Authority. For financial reasons, the cities of Los Alamitos and Palmdale resigned their memberships in 2010. Supporting (non-voting) agencies include Caltrans District 7, Metropolitan Transportation Authority (Metro), and the Gateway Cities Council of Governments. Member dues are calculated based upon population and track miles within the jurisdiction. Directors receive $100 per board meeting attended. Current OLDA projects include cooperation with the Southern California Association of Governments (SCAG) and the Los Angeles Metropolitan Transportation Authority (Metro) on an Alternative Analysis for the Pacific Electric Corridor from Union Station to Orange County; work with the Bob Hope Airport on a Ground Access Study and potential OLDA station; work with South Gate, Huntington Park and others on a Caltrans Environmental Justice Project; and assistance in development of a transit oriented corridor and analysis of station areas. OLDA also anticipates working with Metro to develop a scope of work for the Antelope Valley Metrolink Line that would integrate rail service in the corridor (including OLDA) from Union Station to Santa Clarita. DISCUSSION At the June 8, 2011 Orangeline meeting, Board Members approved the Third Amendment to the Joint Exercise of Powers Agreement. The Amendment facilitates CITY OF DOWNEY, CALIFORNIA Resolution No. Page 2 membership of the Counties of Orange and Los Angeles and the City of Los Angeles. However, Downey’s annual dues are not expected to change if Los Angeles and Orange Counties and/or the City of Los Angeles join, as it is anticipated that the project will require additional work. Specific amendment changes include: 1. Requires all members to promptly execute amendments to the OLDA agreements or face expulsion from the Orangeline Development Authority 2. Removes the requirement to vote to admit new members 3. Allows up to three voting Directors to represent each of the Counties of Los Angeles and Orange (and requires payment of dues for each Director appointed) 4. Allows up to six voting Directors to represent the City of Los Angeles (and requires payment of dues for each Director appointed) 5. Prohibits the use of proxy vote in the absence of Directors or named Alternates 6. Redefines a quorum as 50% of members, rather than 50% of Directors (to account for additional Directors from the Counties and City of Los Angeles) 7. Reduces the meeting notice requirements from the previously-used 10 days to the 72 hours required by the Brown Act 8. Allows the Treasurer and Auditor to be the same person FISCAL IMPACT Since 2003, the City of Downey has used Proposition A transit funds to pay $68,760 in membership fees for the Orangeline Development Authority. In the upcoming 2010-11 fiscal year, membership fees have been budgeted at $10,000, to be paid from Proposition A funds. Attachment: Third Amendment to the Joint Exercise of Powers Agreement ÑÎßÒÙÛÔ×ÒÛ ÜÛÊÛÔÑÐÓÛÒÌ ßËÌØÑÎ×ÌÇ ÌØ×ÎÜ ßÓÛÒÜÛÜ ÖÑ×ÒÌ ÛÈÛÎÝ×ÍÛ ÑÚ ÐÑÉÛÎÍ ßÙÎÛÛÓÛÒÌ OLDA Third Amendment July 2011 ÌßÞÔÛ ÑÚ ÝÑÒÌÛÒÌÍ Ð¿¹» Ò±ò ßÎÌ×ÝÔÛ × ÜÛÚ×Ò×Ì×ÑÒÍòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòï Section 1.1. Definitions.................................................................................................1 ßÎÌ×ÝÔÛ ×× ÙÛÒÛÎßÔ ÐÎÑÊ×Í×ÑÒÍòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòî Section 2.1. Creation of Authority................................................................................2 Section 2.2. Purpose......................................................................................................3 ßÎÌ×ÝÔÛ ××× ÐÑÉÛÎÍòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòí Section 3.1. General Powers.........................................................................................3 Section 3.2. Specific Powers.........................................................................................4 ø¿÷ Ú·²¿²½·¿´òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòì øï÷ ß²²«¿´ Þ«¼¹»¬òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòì øî÷ ß½½±«²¬òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòì øí÷ Û¨°»²¼·¬«®» É·¬¸·² ß°°®±ª»¼ ß²²«¿´ Þ«¼¹»¬òòòòòòòòòòòòòòòòòòòòòòòòòòòòòì øì÷ Ü·¾«®»³»²¬òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòì øë÷ ß«¼·¬òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòë øê÷ Í»½«®·¬·»òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòë øé÷ Ô·¿¾·´·¬·»òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòë øè÷ Ø±´¼ Ø¿®³´» ¿²¼ ×²¼»³²·º·½¿¬·±²òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòë ø¾÷ Ý±²¼»³²¿¬·±²òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòê ø½÷ Ð¿®µ´¿²¼ Ó¿·²¬»²¿²½»òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòê ø¼÷ Ó¿²²»® ±º Û¨»®½·»òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòê ø»÷ Ý±³°´·¿²½» ©·¬¸ ÝÛÏß ¿²¼ ÒÛÐßòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòê øº÷ Ý±²¬®·¾«¬·±²òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòê ø¹÷ Û¨°«´·±²òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòê ø¸÷ É·¬¸¼®¿©¿´òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòé ø·÷ Ì»®³·²¿¬·±² ±º ß«¬¸±®·¬§òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòé øï÷ Ý¿«»òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòé øî÷ Ô·³·¬¿¬·±²òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòé øí÷ Ü·¬®·¾«¬·±² ±º Ú«²¼ ¿²¼ Ð®±°»®¬§òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòé ßÎÌ×ÝÔÛ ×Ê ÑÎÙßÒ×ÆßÌ×ÑÒòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòè Section 4.1. Members...................................................................................................8 Section 4.2. Board.........................................................................................................8 ø¿÷ Ý±³°±·¬·±²òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòè ø¾÷ Ý±³°»²¿¬·±² ¿²¼ Û¨°»²» Î»·³¾«®»³»²¬òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòç ø½÷ Ê±¬·²¹òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòç øï÷ Î»¯«·®»¼ Ê±¬»òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòç øî÷ Ð®±¨§ ¿²¼ ß¾»²¬»» Ê±¬»òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòç ø¼÷ Ð±´·¬·½¿´ Î»º±®³ ß½¬òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòç ø»÷ Ô»ª·²» ß½¬òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïð øº÷ Ð®·²½·°¿´ Ñºº·½»òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïð ø¹÷ Ó»»¬·²¹òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïð øï÷ Ì·³» ¿²¼ Ð´¿½»òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïð øî÷ Ý¿´´ ¿²¼ Ý±²¼«½¬òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïð ø¸÷ Ï«±®«³òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïð ø·÷ Î«´»òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïð ø¶÷ Ó·²«¬»òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïð OLDA Third Amendment July 2011 Section 4.3. Officers...................................................................................................10 ø¿÷ Ý¸¿·® ¿²¼ Ê·½»óÝ¸¿·®òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïð ø¾÷ Í»½®»¬¿®§òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïð ø½÷ Ì®»¿«®»® ¿²¼ ß«¼·¬±®òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïð ø¼÷ Û¨»½«¬·ª» Ü·®»½¬±®òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïï ø»÷ Ì»®³òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïï øº÷ ß¼¼·¬·±²¿´ Ñºº·½»®òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïï Section 4.4. Bonding Requirements............................................................................11 Section 4.5. Status of Officers and Employees...........................................................11 Section 4.6. Committees.............................................................................................11 ø¿÷ Ý®»¿¬·±²òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïï ø¾÷ Ó»»¬·²¹òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïî ßÎÌ×ÝÔÛ Ê Ó×ÍÝÛÔÔßÒÛÑËÍòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòïî Section 5.1. Amendments...........................................................................................12 Section 5.2. Notice......................................................................................................12 Section 5.3. Attorney’s Fees.......................................................................................12 Section 5.4. Successors...............................................................................................12 Section 5.5. Assignment and Delegation....................................................................12 Section 5.6. Counterparts............................................................................................12 Section 5.7. Severability.............................................................................................12 Section 5.8. Integration...............................................................................................12 Section 5.7. Execution................................................................................................13 ÛÈØ×Þ×Ì ß ÓÛÓÞÛÎÍ òòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòòß ORANGELINE DEVELOPMENT AUTHORITY THIRD AMENDED JOINT EXERCISE OF POWERS AGREEMENT This Third Amended Joint Exercise of Powers Agreement (“Agreement”), is made and entered into by and between those public entities (collectively “Members”) whose names are set forth on Exhibit A attached hereto who have authorized and executed this Agreement pursuant to Section 6500 et seq. of the California Government Code and other applicable law as of the _____ day of _____________, 2011. 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 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 Development Authority 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: 1 OLDA Third Amendment July 2011 “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. “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. “Fiscal Year” means July 1st to and including the following June 30th or 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 which makes any change in 2 OLDA Third Amendment July 2011 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 3 OLDA Third Amendment July 2011 (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; and 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 accordance with this Agreement and other rules, regulations, policies and procedures adopted by the Board. 4 OLDA Third Amendment July 2011 (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 ($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. 5 OLDA Third Amendment July 2011 (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. 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 6 OLDA Third Amendment July 2011 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 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. 7 OLDA Third Amendment July 2011 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. (a) Admitting Eligible Public Entities. (1) Eligible public entities whose names are set forth on Exhibit A to this Agreement (“Eligible Public Entities”) shall become Members by 1) adopting this Agreement by a majority vote of the legislative body of the Eligible Public Entity and 2) executing this Agreement and 3) paying in full all dues owed for the then current fiscal year. (2) Dues shall be established annually by the Board. The dues to be paid by Los Angeles County and Orange County (the “Counties”) will be based upon the number of Directors the Counties appoint, with separate dues to be paid for each Director appointed, up to a total of three per County. The Counties, in their sole discretion, may appoint fewer than three Directors and subsequently increase their representation by one or more additional Directors contingent only on payment in full of all dues for the then current fiscal year at the time that any additional Director commences representation of the County. The dues to be paid by the City of Los Angeles will be based upon the number of Directors the City of Los Angeles appoints, with separate dues to be paid for each Director appointed, up to a total of six. The City of Los Angeles, in its sole discretion, may appoint fewer than six Directors and subsequently increase its representation by one or more additional Directors contingent only on payment in full of all dues for the then current fiscal year at the time that any additional Director commences representation of the City of Los Angeles. An Eligible Public Entity may be admitted regardless of whether it adopted and signed this Agreement before or after the Effective Date of the last amended Agreement. No vote of the Board of Directors shall be required to admit an Eligible Public Entity. Section 4.2 Board (a) Composition (1) The Board shall consist of one person designated as a Director by each of a maximum of three Supervisorial Districts of each County choosing to participate, one person designated as a Director by the Mayor of the City of Los Angeles and one person designated by each of a maximum of five Council Districts of the City of Los Angeles choosing to participate and one person designated as a Director by the governing body of each of the remaining Members, as well as non-voting representatives of the California Department of Transportation, Southern California Association of Governments, Los Angeles County Metropolitan 8 OLDA Third Amendment July 2011 Transportation Authority and the Orange County Transportation Authority, and other agencies as determined by the Board. Each Member shall also appoint one or more Alternate Directors. (2) All Directors and Alternate Directors shall be current members of the governing body of their appointing Member with the exception of the Directors and Alternate Directors of the Counties, the City of Los Angeles and the Burbank-Glendale-Pasadena Airport Authority. The Directors and Alternate Directors from the Counties and the City of Los Angeles shall be employed by or reside in the Supervisorial District or Los Angeles City Council District by whom they were appointed. The Directors and Alternate Directors from the Burbank- Glendale-Pasadena Airport Authority shall be employed by the Authority or reside within the territorial jurisdiction of the airport authority. 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 reappointment of a Director or an Alternate Director to successive terms provided that the 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 Director shall have an equal vote. Each Alternate Director shall have one vote only 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. 9 OLDA Third Amendment July 2011 (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 (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. Notice shall be furnished to each Member at least three (3) days prior to the next meeting. 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. Directors representing more than 50% of the members shall constitute a 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. Section 4.3 Officers (a)Chair and Vice-Chair. The Board shall select a Chair and Vice-Chair from among its Directors. (b)Secretary. The Board shall appoint a Secretary from the Directors or the officers or employees of the Authority or a Member. (c)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 perform all Treasurer and Auditor functions for 10 OLDA Third Amendment July 2011 the Authority, including those required or authorized by California Government Code Sections 6505, 6505.5, and 6505.6. (d)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. (e)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. (f)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. Section 4.4 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. Section 4.5 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. Section 4.6 Committees. (a)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. 11 OLDA Third Amendment July 2011 (b)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 owners of 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, 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. 12 OLDA Third Amendment July 2011 CITY OF DOWNEY ________________________________________ By: LUIS H. MARQUEZ, Mayor (date) ATTEST: By:_________________________________ JOYCE E. DOYLE, Interim City Clerk APPROVED AS TO FORM: By: _________________________________ Yvette M. Abich Garcia, City Attorney 13 EXHIBIT A Burbank-Glendale-Pasadena City of La Palma Airport Authority City of Lakewood City of Anaheim City of Lancaster City of Artesia City of Long Beach City of Bell City of Los Alamitos City of Bell Gardens City of Los Angeles City of Bellflower City of Lynwood City of Buena Park City of Maywood City of Burbank City of Norwalk City of Cerritos City of Orange City of Commerce City of Palmdale City of Compton City of Paramount City of Cudahy City of San Fernando City of Cypress City of Santa Ana City of Downey City of Santa Clarita City of Fullerton City of Santa Fe Springs City of Garden Grove City of Seal Beach City of Glendale City of South Gate City of Hawaiian Gardens City of Stanton City of Huntington Beach City of Tustin City of Huntington Park City of Vernon City of Irvine City of Westminster City of La Habra County of Los Angeles City of La Mirada County of Orange Exhibit A