HomeMy WebLinkAboutResolution No. 15-7548 - Adopting Orangeline Development Authority Fourth Amended Joint Exercise of Powers AgreementRESOLUTION NO. 15 -7548
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY ADOPTING
THE ORANGELINE DEVELOPMENT AUTHORITY FOURTH AMENDED JOINT
EXERCISE OF POWERS AGREEMENT
WHEREAS, the City Council of the City of Downey has already taken action to join the
Orangeline Development Authority, dba Eco -Rapid Transit as a voting member; and
WHEREAS, the Eco -Rapid Transit's Board of Directors approved the Fourth Amended
Joint Exercise of Powers Agreement ( "Agreement ") on December 10, 2014, reflecting the
authority's revised Mission Statement; and
WHEREAS, the Agreement approves the addition of five cities, comprising the Cities of
Montebello, Pasadena, Pico Rivera, Norwalk, and Whittier, to the list of eligible entities in Exhibit
A to the Agreement; and
WHEREAS, the Agreement incorporates the revised Mission Statement in the General
Purpose section and makes conforming changes to the Definitions and Powers sections.
NOW, THEREFORE, THE CITY COUNCIL FO THE CITY OF DOWNEY DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The Fourth Amended Joint Exercise of Powers Agreement, attached
hereto as Exhibit "A ", is hereby approved as to form and content.
SECTION 2. The Mayor is authorized to execute the Fourth Amended Joint Exercise of
Powers Agreement on behalf of the City of Downey and to forward the executed original to the
Secretary of the Orangeline Development Authority.
SECTION 3. The City Clerk shall certify the adoption of this Resolution.
APPROVED and ADOPTED this
ATTEST:
ADRIA M. JIMENEZ, ,CMC
City Clerk i
10th day of February, 2015.
LUIS H. MARQU yor
HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of
the City of Downey at a regular meeting held on the 10th day of February, 2015, by the following
vote, to wit:
AYES: Council Members: Ashton, Brossmer, Vasquez, Saab, Mayor Marquez
NOES: Council Members: None.
ABSENT: Council Members: None.
ABSTAIN: Council Members: None.
AbRIA M. JIMENEZ, t MC, City Clerk
EXHIBIT "A"
FOURTH AMENDED JOINT EXERCISE OF POWERS AGREEMENT
ORANGELINE DEVELOPMENT AUTHORITY
FOURTH AMENDED
JOINT EXERCISE OF POWERS AGREEMENT
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TABLE OF CONTENTS
Page No.
ARTICLEI DEFINITIONS ...................................................................................... ..............................5
Section1.1. Definitions ............................................................................. ..............................5
ARTICLE II GENERAL PROVISIONS ................................................................ ..............................6
Section 2.1. Creation of Authority ..............
Section2.2. Purpose ................................................................................. ..............................6
ARTICLEIII POWERS .............................................................................................. ..............................6
Section 3.1.
General Powers ..................................................................... ..............................6
Section3.2.
Specific Powers .................................................................... ..............................7
(a)
Financial ............................................................................... ..............................7
(1) Annual Budget ......................................................... ..............................7
(2) Accounts ................................................................... ..............................8
(3) Expenditures Within Approved Annual Budget.. . .................. ........
8
(4) Disbursements ......................................................... ..............................8
(5) Audit ......................................................................... ..............................8
(0) Securities ................................................................... ..............................8
(7) Liabilities.... . ............. .............. ........ . ............. --- .................................
8
(8) Hold Harmless and Indemnification .................... ..............................8
(b)
Condemnation ....................................................................... ..............................9
(c)
Parkland Maintenance .......................................................... ..............................9
(d)
Manner of Exercise .............................................................. ..............................9
(e)
Compliance with CEQA and NEPA ................................. ..............................9
(0
Contributions ...................................................................... .............................10
(g)
Expulsion ............................................................................. .............................10
(h)
Withdrawal ........................................................................... .............................10
(i)
Termination of Authority ................................................ ...............................
10
(1) Causes ..................................................................... .............................10
(2) Limitations ........................................................... ...............................
11
(3) Distribution of Funds and Property ................ ...............................
11
ARTICLEIV ORGANIZATION ........................................................................ ............................... 11
Section4, 1. Members ...........................,........,...................................... ............................... 11
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Section4.2.
Board .......- .............................. ........ ...................... ..... -..................................
12
(a)
Composition ........................................................................ .............................12
Section5.2.
(b)
Compensation and Expense Reimbursement ................ .............................13
Section5.3,
(c)
Voting ..................................................... ............................... ......................13
Section5.4,
Successors .......................................................................... ...............................
(1) Required Vote ...................................................... ...............................
13
(2) Proxy and Absentee Votes . ................................. .............................13
(d)
Political Reform Act ........................................................... .............................13
(e)
Levine Act .......................................................................... ...............................
13
(0
Principal Office ................................................................... .............................13
(g)
Meetings ............................................................................... .............................14
(1) Time and Place .................................................... ...............................
14
(2) Call and Conduct ................................................ ...............................
14
(h)
Quorum ................................................................................ .............................14
(i)
Rules ..................................................................................... .............................14
6)
Minutes ................................................................................. .............................14
(k)
Officers .............................................................................. ...............................
14
(1) Chair and Vice - Chair ............................................ .............................14
(2) Secretary ................................................................. .............................14
(3) Treasurer and Auditor... ..................................... ...............................
14
(4) Executive Director .............................................. ...............................
15
(5) Terms ...................................................................... .............................15
(6) Additional Officers ............................................... .............................15
a. Bonding Requirements ................................... ...............................
15
b. Status of Officers and Employees ............... ...............................
15
c. Committees ...................................................... ...............................
15
(i) Creation .............................................. ...............................
15
(ii) Meetings ............................................ ...............................
16
ARTICLEV MISCELLANEOUS .......................................................................... .............................16
Section5.1.
Amendments ..................................................................... ...............................
16
Section5.2.
Notice ................................................................................ ...............................
16
Section5.3,
Attorney's Fees ................................................................... .............................16
Section5.4,
Successors .......................................................................... ...............................
16
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Section 5.5.
Assigniment and Delegation .............................................. .............................16
Section5.6.
Counterparts ...................................................................... ...............................
16
Section5.7.
Severabylity ......................................................................... ...............................
16
Section 5.8.
Integration ........................................................................... .............................16
Section5.7.
Execution ............................................................................. .............................17
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ORANGELINE DEVELOPMENT AUTHORITY
FOURTH AMENDED JOINT EXERCISE OF POWERS AGREEMENT
THIS FOURTH AMENDED JOINT EXERCISE OF POWERS AGREEMENT (this
"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 , 2014
WITNESSETH
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-
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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.
"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
515000 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 V to and including the following June 30" 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.
"Orangehne" or "Eco -Rapid Transit" means development of a transit system that moves as
rapidly as possible, uses grade separation as appropriate, and is environmentally friendly and energy
efficient. The system is designed to enhance and increase transportation options for riders of this
region utilizing safe, advanced transit technology to expand economic growth and maximize
ridership throughout 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
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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 filled 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 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 pursue development of a transit system that moves as
rapidly as possible, uses grade separation as appropriate, and is environmentally friendly and energy
efficient.
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) pursue development of a transit system that moves as rapidly as possible, uses grade
separation as appropriate, and is environmentally friendly and energy efficient; 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
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(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 6554 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
(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
0) 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.
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(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.
(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,
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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.
(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) Paxldand 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.
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(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, die 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 thitty-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 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.
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(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 12(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 ail 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 not 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.
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(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
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
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(b)
(c)
(d)
(e)
140473.1
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.
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.
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.
Political Reform Act
Directors and Alternate Directors shall be considered "public officials"
within the meaning of the Political Reform Act of 1974, as an -kended, 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.
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.
(
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.
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(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.
0) 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 Directors.
(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
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.
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(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. Tlie 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
Tide 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,
(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.
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(u) 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.
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144473.1
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.
A
ByChat,t io II`�
(date)
ATTEST:
(Seal)
i
APPROVED AS TO FORM:
`� ♦ 4. /0'/"
�Iwt
.
By ,6
or s 008
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140473.1
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.
By:
ATTEST:
By:
(Seal)
APPROVED AS TO FORM:
: APP
B P. �I D AS TO F fva
Y
BY:
ETTE M. ABICH GARCIA
CITY ATTORNEY
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140473.1
(dite)
EXHIBIT A
Burbank - Glendale- Pasadena
City of Lancaster
Airport Authority
City of Long Beach
City of Anaheim
City of Los Alamitos
City of Artesia
City of Los Angeles
City of Bell
City of Lynwood
City of Bell Gardens
City of Montebello
City of Bellflower
City of Maywood
City of Buena Park
City of Norwalk
City of Burbank
City of Orange
City of Cerritos
City of Palmdale
City of Commerce
City of Paramount
City of Compton
City of Pasadena
City of Cudahy
City of Pico Rivera
City of Cypress
City of San Fernando
City of Downey
City of Santa Ana
City of Fullerton
City of Santa Clarita
City of Garden Grove
City of Santa Fe Springs
City of Glendale
City of Seal Beach
City of Hawaiian Gardens
City of South Gate
City of Huntington Beach
City of Stanton
City of Huntington Park
City of Tustin
City of Irvine
City of Vernon
City of La Habra
City of Westminster
City of La Mirada
City of )Vhittier
City of La Palma
County of Los Angeles
City of Lakewood
County of Orange
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ATTACHMENT "B"
ORANGELINE DEVELOPMENT AUTHORITY
FOURTH AMENDED
JOINT EXERCISE OF POWERS AGREEMENT
140473.1
TABLE OF CONTENTS
Page No.
ARTICLEI DEFINITIONS ...................................................................................... ..............................5
Section1.1. Definitions ............................................................................. ..............................5
ARTICLE II GENERAL PROVISIONS ................................................................ ..............................6
Section 2.1. Creation of Authority ........................................................... ..............................6
Section2.2. Purpose .................................................................................. ..............................6
ARTICLEIII POWERS .............................................................................................. ..............................6
Section3,1,
General Powers ..................................................................... ..............................6
Section3.2.
Specific Powers ................................................................... ..............................7
(a)
Financial ................................................................................. ..............................7
(1) Annual Budget ......................................................... ..............................7
(2) Accounts ................................................................... ..............................8
(3) Expenditures Within Approved Annual Budget ..............................8
(4) Disbursements .........................................................
..............................8
(5) Audit ........................................................................ ..............................8
(6) Securities ................................................................... ..............................8
(7) Liabilities .................................................................. ..............................8
(8) Hold Harmless and Indemnification .................... ..............................8
(b)
Condemnation ....................................................................... ..............................9
(c)
Parkland Maintenance .......................................................... ..............................9
(d)
Manner of Exercise .............................................................. ..............................9
(e)
Compliance with CEQA and NEPA ................................. ..............................9
(0
Contributions ...................................................................... .............................10
(g)
Expulsion ............................................................................. .............................10
(h)
Withdrawal ........................................................................... .............................10
(i)
Termination of Authority ................................................ .............................10
(1) Causes ..................................................................... .............................10
(2) Limitations ........................................................... ...............................
11
(3) Distribution of Funds and Property ................ ...............................
11
ARTICLEIV ORGANIZATION ,. ........................,,........................,.......,,......... ,....,...,......,..,..,..,...11
Section4.1. Members ............................................................................ ............................... 11
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140473.1
Section4.2, Board ............................................................................... ............................... 12
(a)
Composition ............................ ............................... ......... .............................12
(b)
Compensation and Expense Reimbursement ................ .............................13
(c)
Voting ............................................................................... .............................13
(1) Required Vote ........................................................ .............................13
(2) Proxy and Absentee Votes ................................ ...............................
13
(d)
Political Reform Act ... ..................................................... .............................13
(e)
Levine Act .......................................................................... ...............................
13
(0
Principal Office ................................................................... .............................13
(g)
Meetings ................................................................... ............................... .........
14
(1) Time and Place. .... . ............................................. ...........................
14
(2) Call and Conduct ................................................ ...............................
14
(h)
Quorum .............................................................................. .............................14
(i)
Rules ................................................................................... ...............................
14
6)
Minutes ................................................................................. .............................14
(k)
Officers ................................................................................ .............................14
(1) Chair and Vice - Chair ............................................ .............................14
(2) Secretary ................................................................. .............................14
(3) Treasurer and Auditor ......................................... .............................14
(4) Executive Director .............................................. ...............................
15
(5) Terms........ .............................................................. .............................15
(6) Additional Officers ............................................... .............................15
a. Bonding Requirements ................................... ...............................
15
b. Status of Officers and Employees ............... ...............................
15
c. Committees ........................................................ .............................15
(i) Creation .............................................. ...............................
15
(ii) Meetings .............................................. .............................16
ARTICLEV MISCELL.ANEOUS ............................. ............................................. .............................16
Section5.1, Amendments ..................................................................... ............................... 16
Section 5.2, Notice .................................................................................. .............................16
Section 5.3. Attorney's Fees...... ................. ........ ........ .......................................... ....... 16
Section5.4, Successors ........................................................................... .............................16
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140473,1
Section 5.5.
Section 5.6.
Assignmentand Delegation ............................................. .............................16
Counterparts........................................................................ .............................16
Section 5.7. Severability ......................................................................... .............................16
Section 5.$.
Section 5.7.
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Integration ........................................................................... .............................16
Execution ........................................................................... ............................... 17
-3-
ORANGELINE DEVELOPMENT AUTHORITY
FOURTH AMENDED JOINT EXERCISE OF POWERS AGREEMENT
THIS FOURTH AMENDED JOINT EXERCISE OF POWERS AGREEMENT (this
"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 ___ 2014
WITNESSETH
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:
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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.
"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
515000 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 V to and including the following June 30"' 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" or "Eco -Rapid Transit" means development of a transit system that moves as
rapidly as possible, uses grade separation as appropriate, and is environmentally friendly and energy
efficient. The system is designed to enhance and increase transportation options for riders of rhis
region utdi7ing safe, advanced transit technology to expand economic growth and maximize
ridership throughout Southern California.
" Orangehne 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 tight -of -way of the
Orangeline; or 2) is within a distance of the right-of-way from which people will travel to use the
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140479.1
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
"Urangeline 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 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 pursue development of a transit system that moves as
rapidly as possible, uses grade separation as appropriate, and is environmentally friendly and energy
efficient.
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) pursue development of a transit system that moves as rapidly as possible, uses grade
separation as appropriate, and is environmentally friendly and energy efficient; 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
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140473.1
(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 Matks -Roos
Local Bond fooling 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
(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
p) adopt riles, 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,
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(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 witbin 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.11gmement 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 1nay 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,
-8-
140473.1
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.
(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 ate used in CEQA and NEPA.
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140473.1
(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 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 tithe, 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 tetnaining.
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(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 authorir.ing 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 admin_ istration 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.
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 Orangeluie, 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.
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(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 requited 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
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
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(b)
(c)
(d)
(e)
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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.
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.
Voting
(1) Required Vote. All actions of the Hoard 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.
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.
Levine Act
Directors and Alternate Directors are "officials" within the meaning of
California Government Code Section 84308 et seq., commonly Imown as the
"Levine Act," and subject to the restrictions of such act on the acceptance,
solicitation or direction of contributions.
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.
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(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.
0) 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 Directors.
(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
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.
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(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. Colninittees.
W 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.
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(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- fourtlhs (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 Pees. 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 teasonahle attorney's fees, costs and
expenses incurred 41 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.
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Section 5.9 Execution. 'rite legislative bodies of the Members each have authorized
execution of this Agreement, as evidenced by the respective signatures attested below.
By:Ch'; ,N 1-2- ho 1► k'l
(date)
ATTEST:
Isec'ADN 1 a/, a j / 4
(Seal)
r"
APPROVED AS TO FORM:
By:
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Section 5.9 Execution. The legislative bodies of the Members each have authorized
execution of this Agreement, as evidenced by the respective signawres attested below.
By:
ATTEST:
By
(Seal)
APPROVED AS TO FORM.
By` APP4CATTORNEVED AS TO FOR
BY:
E M. ABICH GARCIA
Y
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(dite)
EXHIBIT A
Burbank - Glendale- Pasadena
City of Lancaster
Airport Authority
City of Long Beach
City of Anaheim
City of Los Alamitos
City of Artesia
City of Los Angeles
City of Bell
City of Lynwood
City of Bell Gardens
City of Montebello
City of Bellflower
City of Maywood
City of Buena Park
City of Norwalk
City of Burbank
City of Orange
City of Cerritos
City of Palmdale
City of Commerce
City of Paramount
City of Compton
City of Pasadena
City of Cudahy
City of Pico Rivera
City of Cypress
City of San Fernando
City of Downey
City of Santa Ana
City of Fullerton
City of Santa Clarita
City of Garden Grove
City of Santa Fe Springs
City of Glendale
City of Seal Beach
City of Hawaiian Gardens
City of South Gate
City of Huntington Beach
City of Stanton
City of Huntington Park
City of Tustin
City of Irvine
City of Vernon
City of La Habra
City of Westminster
City of La Mirada
City of Whittier
City of La Palma
County of Los Angeles
City of Lakewood
County of Qrange;
Im
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