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HomeMy WebLinkAboutResolution No. 07-7035 - Amended JPA Gateway Cities Council of GovernmentsRESOLUTION NO. 07-7035 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING THE AMENDED JOINT EXERCISE OF POWERS AGREEMENT OF THE GATEWAY CITIES COUNCIL OF GOVERNMENTS. WHEREAS, on September 15, 1997, the City Council of the City of Downey (the “City Council”) approved that certain Agreement entitled “Joint Exercise of Powers Agreement of the Gateway Cities Council of Governments, a Joint Powers, Authority” (the “Agreement”) for the purpose of creating an agency to provide a vehicle for the members of the agency to voluntarily engage in regional and cooperative planning and coordination of government services and responsibilities to assist the members in the conduct of their affairs; and WHEREAS, the goal and intent of the Gateway Cities Council of Governments (the “COG”) is one of voluntary cooperation among its members for the collective benefit of agencies in Southeast Los Angeles County; and WHEREAS, the Board of Supervisors of the County of Los Angeles has expressed its desire for greater participation in the Gateway Cities Council of Governments by increasing the number of seats on the COG Board of Directors available to the Board of Supervisors from one to a maximum of three; and WHEREAS, the addition of seats on the COG Board of Directors would allow all three supervisors who represent unincorporated territory within the Gateway Cities region to participate on the Board of Directors; and [WHEREAS, the COG Board of Directors has amended its Bylaws to increase number of officers of the Board from two to four in order to allow for greater opportunity for its members to participate in leadership roles; and WHEREAS, the four officers of the COG Board of Directors are President, First Vice President, Second Vice President, and Immediate Past President; and WHEREAS, at its meeting of October 3, 2007, the COG Board of Directors approved an Amended Joint Exercise of Powers Agreement of the Gateway Cities Council of Governments to be submitted for ratification to the members of the COG; and WHEREAS, the Amended Joint Exercise of Powers Agreement of the Gateway Cities Council of Governments is attached as Exhibit A to this Resolution. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Amended Joint Exercise of Powers Agreement of the Gateway Cities Council of Governments is hereby approved. SECTION 2. The City Clerk shall certify to the adoption of this Resolution and the City Clerk is hereby directed to transmit a certified copy of this Resolution to the Gateway Cities Council of Governments, Attention: Richard Powers, 16401 Paramount Boulevard. Paramount, California 90723 RESOLUTION NO. 07-7035 PAGE TWO APPROVED AND ADOPTED this13th day of Novernbel2007 rMtaRm;i ATTEST: v2z/5Z£©b(mdabZ4z) KATHLEEN L. MIDSTOKKE, City Clerk I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of the City of Downey at a regular meeting held on the 13th day of November, 2007, by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN : 5 Council Members: 0 Council Member: 0 Council Member: 0 Council Member: Bayer, Cartozian, Gafin, Guerra, Mayor Trejo None None None %d/&&/y.M4M£,> KATHLEEN L. MIDSTOKKE, City Clerk inHiBIT A RESOLUTION NOe 07-7035 EXECUTION COPY JOINT EXERCISE OF POWERS AGREEMENT OF THE GATEWAY CITIES COUNCIL OF GOVERNMENTS (A JOINT POWERS AUTHORITY) October 2007 EXECUTION COPY TABLE OF CONTENTS PAGE Recitals.............................. ............................................. ......1 Creation of Separate Legal Entity. .. ...... ......... ... ...... ... ... ...... ... ......2 Narne............... ......... ............................................. ......... ......2 Purpose and Powers of the Council... ........................ ..................2 A. Purpose of Council.............................................2 B. Common Powers...............................................2 C. Exercise of Powers...... .............................. .........4 D. Restrictions on Exercise of Powers. ... . . .. . . . . . .. . . . ... . .4 Creation of Board of Directors... ....................................... ...... ....5 A. Designation of Board of Directors Representatives... 5 B. Designation of Alternate Board Representatives... . .. 5 C. Eligibility..........................................................5 Use of Public Funds and Property......... ......................................5 Functioning of Board of Directors. . . . ........... . .. . ................. ... .........6 A. Voting and Participation.......................................6 B. Proxy Voting................................................ .....6 C. Quorum...........................................................6 D. Committees......................................................6 E. Actions..........................................................-.6 Section 1 . Section 2. Section 3. Section 4. Section 5. Section 6 Section 7 EXECUTION COPY r Sectio'n 8. Duties of the Board of Directors... ... ..................... . .. . ...................6 Section 9. Roberts Rules of Orders............................................................6 Section 10. Meetings of Board of Directors.,............. ... ................................7 Section 11. Election of President and Vice-President. . . .. . . ... . . .. . . .... . ... . .......... . .7 Section 12. Creation of Executive Committee of Board of Directors ....... .... ....... 7 Section 13. Executive Director. ........ .........................................................7 Section 14. Creation of City Managers Policy Advisory Committee.................. .8 A. Designation of City Managers Policy Advisory Committee Representatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Eligibility...........................................................8 Section 15. Creation of City Managers Policy Advisory Steering Committee...... .8 A. Designation of Southeast Los Angeles County City Managers Group Chair. .................................8 Election of Additional City Managers Policy Advisory Steering Committee Members. . . . . . . .... . . . . . . . .8 Section 16. Designation of Treasurer and Auditor. . ............................ ... .........9 Section 17. Council of Treasurer and Council Auditor.... ............. . ... . .......... . . . . .9 Section 18. Designation of Other Officers and Employees........... . ... . ....... . . . . . . . .9 Section 19. Obligations of Council..............................................................9 Section 20. Control and Investment of Council Funds.. . ... . ....................... ... . .. 9 Section 21. Implementation Agreements. ................. . .. . ........ ... ....................9 B. [ B. -ii- EXECUTION COPY Section Section Section 22. Term....................................... .............................................9 23. Application of Laws to Council Functions. . . . . . . . . . . . . . . . . ...................10 24. Members........................ ................................. ....................10 A.Withdrawal....................................... ........................10 Non-Payment of Dues................................................10 C. Admitting Eligible Members......... ... ... ... ......... ... ............11 D. Admitting New Members.............................................11 25. Interface With Function of Members.......................................... 11 B. Section Section Section Section Section 26. Dues of Members......... ... ......................................................11 27. Disposition of Assets... ...................................................... .....11 28. Amendment.................. ............ ....................................... ....11 29. Effective Date............ ... .......................................................11 -.iii- EXECUTION COPY JOINT EXERCISE OF POWERS AGREEMENT OF THE GATEWAY CITIES COUNCIL OF GOVERNMENTS (A JOINT POWERS AUTHORITY) This Joint Exercise of Powers Agreement of the Gateway Cities Council of Governments (“Agreement”) is made and entered into by and between the public entities (collectively, “Members”) whose names are set forth on Exhibit A, attached hereto and incorporated herein by this reference, pursuant to Section 6500 et seq. of the Government Code and other applicable law: WIT.NES SETH: The parties hereto do agree as follows: Section 1. Recitals. This Agreement is made and entered into with respect to the following facts: A. Historically, the cities in Southeast Los Angeles County have worked together on an as needed basis to address area wide problems and issues, ranging from flood control, groundwater contamination, transportation, solid waste, air quality and through numerous professional groupings of city officials to address legislative changes and other issues. However, the growing need for the cities in Southeast Los Angeles County to develop and implement their own sub-regional policies and plans and voluntarily and cooperatively resolve differences among themselves requires a more representative and formal structure. [ B. There is further a growing need for the cities in Southeast Los Angeles County to involve the unincorporated areas of Los Angeles County (the “County”) located in the Southeast Los Angeles County in the development and implementation of sub-regional policies and plans and in the voluntary and cooperative resolution of differences between the cities and the unincorporated areas. C. The public interest requires a joint powers agency to conduct studies and projects designed to improve and coordinate the common governmental responsibilities and services on an area-wide and sub-regional basis through the establishment of a council of governments; D. The public interest requires that an agency explore areas of intergovernmental cooperation and coordination of government programs and provide recommendations and solutions-to problems of common and general concern to its Members; l EXECUTION COPY E. The public interest requires that an agency with the aforementioned goals'not possess the authority to compel any of its members to conduct any activities or implement any plans or strategies that they do not wish to undertake (except for the payment of dues); F. Each Member is a governmental entity established by law with full powers of government in legislative, administrative, financial, and other related fields; G. Each Member, by and through its legislative body, has determined that a sub-regional organization to assist in planning and voluntary coordination among the cities in Southeast Los Angeles County is required in furtherance of the public interest, necessity and convenience; and H. Each Member, by and through its legislative body, has independently determined that the public interest, convenience and necessity requires the execution of this Agreement by and on behalf of each such Member. Section 2. Creation of Separate Lpgal Entity. It is the intention of the Members to create, by means of this Agreement, a separate legal entity within the meaning of Section 6503.5 of the Government Code. Accordingly, there is hereby created a separate legal entity which shall exercise its power in accordance with the provisions of this Agreement and applicable law. Section 3. Name. The name of the said separate legal entity shall be the Gateway Cities Council of Governments (“Council”). Section 4. Purpose and Powers of the Council. A. Purpose of Council. The purpose of the creation of the Council is to provide a vehicle for the Members to voluntarily engage in regional and cooperative planning and coordination of government services and responsibilities to assist the Members in the conduct of their affairs. It is the clear intent among cities that the Council shall not possess the authority to compel any of its members to conduct any activities or implement any plans or strategies that they do not wish to undertake (except for the payment of dues). The goal and intent of the Council is one of voluntary cooperation among cities for the collective benefit of cities in Southeast Los Angeles County B. Common Powers. The Council shall have, and may exercise, the following powers: (1 ) Serve as an advocate in representing the Members of the Gateway Cities Council of Governments at the regional, state and federal levels on issues of importance to Southeast Los Angeles County; 2 EXECUTION COPY P (2)Serve as a forum for the review, consideration, study, development and recommendation of public policies and plans with regional significance, including but not limited to the following: (a)Promote the economic development of the sub-region by maximizing the sub-region’s competitive advantage, to overcome influences that are eroding the sub-region’s economy and to work cooperatively with the private sector; (b)Assume responsibility for the sub-regional transportation planning process, to advocate for maximum public sector funding for the sub-region’s transportation needs, to create an open process for determining the sub-region’s transportation priorities, to elevate the decision making process to the elected officials upon the recommendations of the City Managers of the sub-region; (C)To be sufficiently involved in the activities of the South Coast Air Quality Management District so as to respond to District Actions affecting the best interests of the members of the Council of Governments; (d)To be sufficiently involved in the oversight and management of the data base of the sub-region, including but not limited to the areas of population, employment, and housing so as to avoid manipulation of the data base by others that is not in the best interest of the sub-region; and to strive for accurate and true measures of the needs of the sub-region when judged on a statistical measure for funding, representation or any other purpose; (e) (D To perform the Southern California Association of Governments (SCAG) sub-regional planning process; Work with the sub-region’s State and federal elected representatives for the benefit of the members of the Council of Governments; (g)Seek to maximize and protect the sub-region’s fair share of all State and Federal funding; EXECUTION COPY (h)Serve as a mechanism for obtaining state, federal or regional grants to assist in financing the expenditures of the Council of Governments; (3) (4) Assist in resolving conflicts among the cities in Southeast Los Angeles County as they work to achieve common goals; Explore practical areas for voluntary intergovernmental cooperation in improving the administration or efficiency in the delivery of government services; (5)Work toward building consensus among the cities of Southeast Los Angeles County as they strive for common goals for themselves or the sub-region; (6)Make and enter into contracts, including contracts for the services of engineers, consultants, planners, attorneys, and single purpose public or private groups; (7) (8) (9) Employ agents, officers and employees; Apply for, receive and administer a grant or grants under any federal, state or regional programs; Receive gifts, contributions and donations of property, funds, services and other forms of financial assistance from person, firms, corporations and any governmental entity; (10) Lease, manage, maintain, and operate any buildings, works or improvements, and (11) Delegate some or all of its powers to the Executive Director as hereinafter provided . C. Exercise of Powers. The Council shall, in addition, have all implied powers necessary to perform its functions. It shall exercise its powers only in a manner consistent with the provisions of applicable law, this Agreement and the Bylaws. D. Restrictions on Exercise of Powers. In accordance with Government Code Section 6509, the powers of the Council shall be exercised in the manner prescribed in the Joint Exercise of Powers Act, Government Code Sections 6500 et seq., as 4 EXECUTION COPY that Act now exists and may hereafter be amended, and shall be subject to the restrictions upon the manner of exercising such powers that are imposed upon the City of Paramount, a general law city, in the exercise of similar powers, provided, however, that if the City of Paramount shall cease to be a member, then the Council shall be restricted in the exercise of its power in the same manner as the City of Pico Rivera, a general law city. Section 5. Creation of Board of Directors. There is hereby created a Board of Directors for the Council (“Board”) to conduct the affairs of the Council. The Board shall be constituted as follows: A. Designation of the Board of Directors Representatives. Except with regard to the County, one person shall be designated as a representative of the Board of Directors by the legislative body of each of the Members (“Board Representative”). The County, in its sole discretion, but subject to the requirement that it shall pay dues and assume all obligations under this Agreement in proportion to the number of its Representatives, shall have one, two or three Board Representatives. The Board Representative(s) for the County shall reside in and/or represent one of the First, Second or Fourth Supervisorial Districts and shall be selected by the respective County Supervisor for said District. The Mayor of the City of Long Beach shall be a Board Representative in addition to one person designated by the city’s legislative body. { B. Designation of Alternate Board Representatives. Except with regard to the County, one person shall be designated as an alternate representative of the Board by the legislative body of each of the Members (“Alternate Board Representative”). The County shall have one, two or three Alternate Board Representatives, each acting as an alternate for only one of the First, Second and/or Fourth Supervisorial Districts. The Alternate Board Representative(s) for the County shall be selected by the respective County Supervisor(s) for the First, Second or Fourth Supervisorial Districts and shall reside in and/or represent that same Supervisorial District C. Eligibility. No person shall be eligible to serve as a Board Representative or an Alternate Board Representative unless that person is, at all times during the tenure of that person as a Board Representative or Alternate Board Representative, a member of the legislative body of one of the appointing Members. Should any person serving on the Board fail to maintain the status as required by this Section 5, that person’s position on the Board shall be deemed vacated as of the date such person ceases to qualify pursuant to the provisions of this Section 5 and the Member shall be entitled to appoint a qualified replacement. I Section 6. Use of Public Funds and Property. The Council shall be empowered to utilize for its purposes, public and/or private funds, property and other resources received from the Members and/or from other sources. Subject to the approval of the Board of Directors of the Council, the Members shall participate in the 5 EXECUTION COPY funding of the Council in such a manner as the Board shall prescribe, subject to the provisions of Section 26 of this Agreement. Where applicable, the Board of the Council may permit one or more of the Members to provide in kind services, including the use of property, in lieu of devoting cash to the funding of the Council’s activities. Section 7. Functioning of Board of Directors. A. Voting and Participation. Each Member may cast only one vote for each issue before the Board through its representatives. An Alternate Board Representative may participate or vote in the proceedings of the Board only in the absence of that Member’s Board Representative. Board Representatives and Alternate Board Representatives seated on the Board of Directors shall be entitled to participate and vote on matters pending before the Board only if such person is physically present at the meeting of the Board of Directors and if the Member which that Board Representative or Alternate Board Representative represents has timely and fully paid dues as required by this Agreement and the Bylaws. B Proxy Voting. No absentee ballot or proxy shall be permitted. C. Quorum. A quorum of the Board of Directors shall consist of not less than fifty percent (50%) plus one (1) of its total voting membership. D. Committees. As needed, the Board may create permanent or ad hoc advisory committees to give advice to the Board of Directors on such matters as may be referred to such committee by the Board. All committees shall have a stated purpose before they are formed. Such a committee shall remain in existence until it is dissolved 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. Committees, unless otherwise provided by law, this Agreement, the Bylaws or by direction of the Board, may be composed of representatives to the Board and non-representatives tothe Board E. Actions. Actions taken by the Board shall be by not less than fifty percent (50%) plus one (1) of the voting representatives of the Board which are present with a quorum in attendance, unless by a provision of applicable law, this Agreement, the Bylaws or by direction of the Board of Directors, a higher number of votes is required to carry a particular motion. Section 8. Duties of the Board of Directors. The Board shall be deemed. for all purposes, the policy making body of the Council. All of the powers of the Council, except as may be expressly delegated to others pursuant to the provisions of applicable law, this Agreement, the Bylaws or by direction of the Board, shall be exercised by and through the Board. Section 9. Roberts Rules of Order. The substance of Roberts Rules of Order shall apply to proceedings of the Board, except as may otherwise be provided by provisions of applicable law, this Agreement, the Bylaws or by direction of the Board. 6 EXECUTION COPY Section 10. Meetings of Board of Directors. The Board shall, by means of the adoption of Bylaws, establish the dates and times of regular meetings of the Board. The location of each such meeting shall be as directed by the Board. Section 11. Election of President and Vice-President. The President shall be the chairperson of the Board, shall conduct all meetings of the Board and perform such other duties and functions as required of such person by provisions of applicable law, this Agreement, the Bylaws or by the direction of the Board. The Vice-President shall serve as chairperson in the absence of the President and shall perform such duties as may be required by provisions of applicable law, this Agreement, the Bylaws, or by the direction of the Board or the President. At the first regular meeting of the Board, a Board Representative shall be elected to the position of Chair by the Board, and a different Board Representative shall be elected to the position of Vice-Chair of the Board . The terms of office of the Chair and Vice-Chair elected at the first regular meeting of the Board shall expire at the regular meeting of the Board held in June 1998, or upon election of replacements. Thereafter, a Board Representative shall be elected annually to the position of President, and a different Board Representative shall be elected to the position of Vice-President of the Board at the regular meeting of the Board held in June of each calendar year. Thereafter the terms of office of the President and Vice-President shall commence and expire at the regular meeting of the Board held in June of each calendar year. If there is a vacancy, for any reason, in the position of President or Vice- President, the Board shall forthwith conduct an election and fill such vacancy for the unexpired term of such prior incumbent. Section 12. Creation of Executive Committee of the Board of Directors A. An Executive Committee of the Board of Directors (“Executive Committee”) is created td act on behalf of the Board of Directors, between meetings of the Board, within the scope of the adopted budget and within basic policies of the Board. B. Members of the Executive Committee shall be the President, First Vice- President, Second Vice President and Immediate Past President of the Board of Directors and shall serve as the President, First Vice-President, Second Vice President and Immediate Past President of the Executive Committee. Eight additional Board representatives shall be elected by the Board of Directors from city Members to serve as members of the Executive Committee. Additional positions on the Executive Committee shall be the Mayor of the City of Long Beach and one, two or three members of the Board of Supervisors of the County of Los Angeles, as selected by the Board of Supervisors of the County of Los Angeles. The Board of Directors shall encourage geographic equity with respect to Executive Committee membership. Section 13. Executive Director. The Executive Committee shall appoint an Executive Director upon concurrence by fifty percent (50%) plus one (1) of the total voting membership of the Board of Directors, a qualified person to be Executive Director on any basis the Executive Committee desires including, but not limited to, a contract or 7 EXECUTION COPY employee basis. The Executive Director shall be neither a Board Representative, nor an Alternate Board Representative, nor an elected official of any Eligible Public Entity (as defined in Section 24(c) of this Agreement). The Executive Director shall be the chief administrative officer of the Board. The Executive Director shall receive such compensation as may be fixed by the Executive Committee with the concurrence of the Board of Directors. The Executive Director shall serve at the pleasure of the Board of Directors and may be relieved from such position at any time, without cause, by a vote of fifty percent (50%) plus one (1) of the total voting membership of the Board of Directors taken at a regular, adjourned regular or special meeting of the Board. The Executive Director shall perform such duties as may be imposed upon that person by provisions of applicable law, this Agreement, the Bylaws, or by the direction of the Executive Committee. Section 14. Creation of City Managers Policy Advisory Committee. There is hereby created a City Managers Policy Advisory Committee (“Policy Advisory Committee”) to advise the Board. The Policy Advisory Committee shall be constituted as follows A. Designation of City Managers Advisory Committee Representatives. The City Manager (or person holding the equivalent position, which position differs only in title) of each of the Members shall be designated as a representative of the City Managers Policy Advisory Committee (“Policy Advisory Committee Representative”) B. Eligibility. No person shall be eligible to serve as a Policy Advisory Committee Representative unless that person is, at all times during the tenure of that person as a Policy Advisory Committee Representative, a city manager (or a person holding the equivalent position, which position differs only in title) of one of the appointing Members. Should any person serving on the Policy Advisory Committee fail to maintain the status as required by this Section 14, that person’s position on the Policy Advisory Committee shall be deemed vacated as of the date such person ceases to qualify pursuant to the provisions of this Section 14 and the Member shall be entitled to appoint a qualified replacement. Section 15. Creation of City Managers Policy Advisory Steering Committee. There is hereby created a City Managers Policy Advisory Steering Committee (“Steering Committee”) to advise the Executive Committee. The Steering Committee shall be constituted as follows: A. Designation of Southeast Los Angeles County City Managers Group Chair. The Chair of the Southeast Los Angeles County (“SELAC”) City Managers Group shall be a member of the Steering Committee regardless if he or she is employed by a city that is not a Member of the Council. B. Election of Additional City Managers Policy Advisory Steering Committee Members. Five additional Policy Advisory Committee 8 EXECUTION COPY Representatives shall be elected by the Policy Advisory Committee to serve as members of the Steering Committee. Section 16. Designation of Treasurer and Auditor. The Board of Directors shall, in accordance with applicable law, designate a qualified person to act as the Treasurer for the Council and a qualified person to act as the Auditor of the Council. The compensation, if any, of a person or persons holding the offices of Treasurer and/or Auditor shall be set by the Board of Directors. Section 17. Council Treasurer and Council Auditor. The person holding the position of Treasurer of the Council shall have charge of the depositing and custody of all funds held by the Council. The Treasurer shall perform such other duties as may be imposed by provisions of applicable law, including those duties described in Section 6505.5 of the Government Code, and such duties as may be required by the Board of Directors. The Council’s Auditor shall perform such functions as may be required by provisions of applicable law, this Agreement, the Bylaws and by the direction of the Board of Directors. Section 18. Designation of Other Officers and Employees. The Board may employ such other officers or employees as it deems appropriate and necessary to conduct the affairs of the Council. Section 19. Obliqations of Council. The debts, liabilities and obligations of the Council shall be the debts, liabilities or obligations of the Council alone. No Member of the Council shall be responsible, directly or indirectly, for any obligation, debt or liability of the Council, whatsoever. Section 20. Control and Investment of Council Funds. The Board of Directors shall adopt-a policy for the control and investment of its funds and shall require strict compliance with such policy. The policy shall comply, in all respects, with all provisions of applicable law. Section 21. Implementation Agreements. When authorized by the Board of Directors, affected Members may execute an Implementation Agreement for the purpose of authorizing the Council to implement, manage and administer area-wide and regional programs in the interest of the local public welfare. The costs incurred by the Council in implementing a program, including indirect costs, shall be assessed only to those Members who are parties to that Implementation Agreement. Section 22. Term. The Council created pursuant to this Agreement shall continue in existence until such time as this Agreement is terminated. This Agreement may not be terminated except by an affirmative vote of not less than fifty percent (50%) plus one (1) of the then total voting membership of the Board of Directors. 9 EXECUTION COPY Section 23. Application of Laws to Council Functions. The Council shall comply with ajl applicable laws in the conduct of its affairs, including, but not limited to, the Ralph M. Brown Act. (Section 54950 a w., of the Government Code.) Section 24. Members A. Withdrawal. A Member may withdraw from the Council by filing its written notice of withdrawal with the President of the Board of Directors 60 days before the actual withdrawal. Such a withdrawal shall be effective at 12:00 o’clock a.m. on the last day of that 60-day period. The withdrawal of a Member shall not in any way discharge, impair or modify the voluntarily-assumed obligations of the withdrawn Member in existence as of the effective date of its withdrawal. Withdrawal of a Member shall not affect the remaining Members. A withdrawn Member shall not be entitled to the return of any funds or other assets belonging to the Council, until the effective date of termination of this Agreement, except that a withdrawn Member shall be entitled to the balance of the annual dues paid for the year by that Member which were intended for the remaining part of that year. Withdrawal from any Implementation Agreement shall not be deemed withdrawal from the Council. In addition to being entitled to completely withdraw from the Council, the County may also partially withdraw and reduce its annual dues with a corresponding reduction in its ability to participate in and vote on matters before the Board by filing a written notice of partial withdrawal with the President of the Board of Directors 60 days before the actual partial withdrawal. Such partial withdrawal shall indicate which Supervisorial District(s) shall remain active in the Council and which are being withdrawn and shall be effective at 12:00 o’clock am on the last day of that 60-day period. Partial withdrawal shall not change the rights and obligations of the County under this Agreement except that the County’s annual dues shall be adjusted, on a pro rata basis, using the effective date of any Supervisorial District withdrawal and the County shall be entitled to the balance of the annual dues paid for the fiscal year by the County which were intended for the remaining part of that fiscal year for the Supervisorial DistrIct(s) being withdrawn from participation and the County shall no longer be able to participate in or vote on behalf of the withdrawn Supervisorial District(s) on any matter before the Board or Council committees. B. Non-Payment of Dues. If a Member fails to pay dues within three months of the annual dues assessment as required under Section 26 of this Agreement and the Bylaws, and after a 30-day written notice is provided to that Member, the Member shall be deemed to be suspended from this Agreement and the Council. When a Member is suspended, no representative of that Member shall participate or vote on the Board of Directors. Such a Member shall be readmitted only upon the payment of all dues then owed by the Member, including dues incurred prior to the suspension and during the suspension. In the case of the County, if the County fails to pay dues for one or more of its Supervisorial Districts within three months of the County’s annual dues assessment as required under Section 26 of this Agreement and the Bylaws, and after a 30-day written notice is provided to the County, no representative of the delinquent SupeNisorial District(s) shall participate or vote on the Board. The delinquent Supervisorial District(s) shall be able to resume participation and voting on the Board only upon the payment of all dues then owed by the County on behalf of the delinquent 10 EXECUTION COPY Supervisorial District including dues incurred prior to and during the period of non- payment by the County. C. Admitting Eligible Members. Eligible public entities whose names are set forth on Exhibit A to this Agreement (“Eligible Public Entities") shall be admitted to the Council by 1 ) adopting this Agreement by a majority vote of the legislative body of the Eligible Public Entity and 2) properly signing this Agreement, and 3) paying in full all dues owed for then current fiscal year. Since County may be admitted to the Council with voting representatives from one, two or three Supervisorial Districts, the dues to be paid by County will be based upon the number of Supervisorial Districts that will represent the County in the Council. County, in its sole discretion, may be admitted to the Council with representation from fewer than three Supervisorial Districts and may subsequently increase County’s representation by one or more additional Supervis6rial Districts contingent only on payment in full at the time that any additional Supervisorial District commences representation of the County of all dues for the then current fiscal year for said Supervisorial District. An Eligible Public Entity may be admitted regardless of whether it adopted and signed this Agreement before or after the Effective Date (as defined in Section 29 of this Agreement). No vote of the Board of Directors shall be required to admit an Eligible Public Entity. D. Admitting New Members. New Members who are not Eligible Public Entities may be admitted to the Council upon an affirmative vote of not less than fifty percent (50%) plus one (1 ) of the total voting membership of the Board provided that such a proposed new Member is a city whose jurisdiction, or part thereof, lies within and/or immediately adjacent to, Southeast Los Angeles County. Admission shall be subject to such terms and conditions as the Board of Directors may deem appropriate. Section 25. Interference With Function of Members. The Board of Directors shall not take any action which constitutes an interference with the exercise of lawful powers by a Member of the Council. Section 26. Dues of Members. The Members of the Council shall be responsible for the payment to the Council, annually, of dues in amounts periodically budgeted by the Board, as and for the operating costs of the Council (“Dues”) as provided in the Bylaws. Section 27. Disposition of Assets. Upon termination of this Agreement, after the payment of all obligations of the Council, any assets remaining shall be distributed to the Members in proportion to the then obligation of those Members’ obligation to participate in the funding of the Council as provided in Section 26 hereof. Section 28. Amendment. This Agreement may be amended at anytime with the consent of fifty percent (50'%) plus one (1 ) of all of the legislative bodies of the then parties hereto. (Section 29. Effective Date. The effective date (“Effective Date”) of this Agreement shall be the first date on which fifty percent (50%) plus one (1 ) of the Eligible Public Entities adopt and sign this Agreement. 11 EXECUTION COPY That the Members of this Joint Powers Agreement have caused this Agreement to be executed on their behalf, respectively, as follows: DATED: TLQUMb€+ t7. 2007 RICK TkRJamo ATTEST :%M,„)d. vuA:b£Av _ KATHLEEN L. MIDSTOKKE, City Clerk II- :Lq-DI 12 EXECUTION COPY EXHIBIT A Artesia Avalon Bell Bell Gardens Bellflower Cerritos Commerce Compton Cudahy Downey Hawaiian Gardens Huntington Park La Habra Heights La Mirada Lakewood Long Beach Lynwood Maywood Montebello Norwalk Paramount pico Rivera Santa Fe Springs Signal Hill South Gate Vernon Whittier County of Los Angeles 13 EXECUTION COPY Revisions 1999 1999 2007 2007 2007 2007 2007 2007 2007 Section 11. Election of Chair and Vice-Chair Section 12. Creation of Executive Committee of the Board of Directors Section 5A. Designation of Board of Directors Representatives Section 5B. Designation of Alternate Board Representative Section 11. Election of President and Vice-President Section 12. Creation of Executive Committee of the Board of Directors Section 24A. Withdrawal Section 24B. Non-Payment of Dues Section 24C. Admitting Eligible Members 14