HomeMy Public PortalAboutAgreement_2017-12-19_San Gabriel Valley Council of GovernmentS_4th Amended and Restated Joint Exercise of Powers AgreementRESOLUTION NO. 17-5297
' RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMPLE CITY, APPROVING AMENDMENTS TO THE SAN
GABRIEL VALLEY COUNCIL OF GOVERNMENTS JOINT
POWERS AGREEMENT AS ADOPTED BY THE
COUNCIL'S GOVERNING BOARD
WHEREAS, the San Gabriel Valley Council of Governments (the
"Council") is a Joint Powers Authority, which was established pursuant to
Chapter 5 of Division 7, Title 1 of the Government Code of the State of
California (Sections 6500, et seq.);
WHEREAS, the City of Temple City is one of the member agencies of the
Council;
WHEREAS, the Council is currently governed by the Third Amended and
Restated Joint Exercise of Powers Agreement, effective March 12, 2007, which
was entered into, and modified from time to time, by its public entity members
(the "Agreement");
WHEREAS, the City Council desires to approve modifications to the
' Agreement, as adopted by the Council of Government's Governing Board, in
order to revise the structure of the Council and extend the role of the Council in
developing and constructing projects in the San Gabriel Valley, and to restructure
and integrate the Alameda Corridor East Construction Authority ("ACE
Construction Authority"), as well as to clarify member tort liability and
indemnification obligations of member agencies under the Agreement;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Temple City as follows:
Section 1. The City Council adopts, ratifies, and approves the
modifications to the Agreement, namely the Fourth Amended and Restated Joint
Exercise of Powers Agreement (Exhibit 1), approved by the Governing Board of
the Council on October 19, 2017, relating to the extension of the Council of
Government's role in developing and constructing projects throughout the San
Gabriel Valley, to establish the Capital Projects and Construction Committee, and
to clarify the agreement regarding tort liability and indemnification of member
agencies, which Amendment is attached hereto and incorporated herein by
reference;
Section 2. The City Council expressly states its intent that the City not
be responsible for the debts, liabilities and obligations of the Council to the
' maximum extent permitted by law, and that each member agency shall indemnify
Resolution No. 17-5297
Page 2 of 2
other member agencies to the extent of any agency liability, as specified in the
revisions adopted and ratified hereby.
Section 3. This Resolution shall take effect immediately upon its
adoption. The City Clerk of the City of Temple City is directed to send a certified
copy of this resolution to the Secretary of the San Gabriel Valley Council of
Governments upon adoption.
PASSED AND ADOPTED by the City Council of the City of Temple City in
the County of Los Angeles, State of California, on the 19th day of December,
2017.
PASSED, APPROVED AND ADOPTED ON DECEMBER 191h, 2017.
nthia Sternist, or
ATTEST: APPROVED AS TO FO M:
Peggy Ruo,tity Clerk Eric ail, City Attorney Ll
I, City Clerk of the City of Temple City, hereby certify that the foregoing
resolution, Resolution No. 17-5297 was duly adopted by the City Council of the
City of Temple City at a regular meeting held on the 19th day of December,
2017, by the following vote:
AYES:
Councilmember— Fish, Yu, Man, Sternquist
NOES:
Councilmember — None
ABSENT:
Councilmember— Chavez
ABSTAIN:
Councilmember — None
OZ41, K,
Peggy uo, dty Clerk
SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
A JOINT POWERS AUTHORITY
FOURTH AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
EFFECTIVE December 19, 2017
IIRV#4833-9006-7457 v5
EXHIBIT 1
TABLE OF CONTENTS
Section 15. Designation of Other Officers and Employees............................................7
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Paize No.
Section1.
Recitals.........................................................................................................1
Section 2.
Creation of Separate Legal Entity................................................................2
Section3.
Name..........................................................................................................2
Section4.
Purpose and Powers of the Council.............................................................2
a.
Purpose of Council.......................................................................................2
b.
Common Powers..........................................................................................2
C.
Exercise of Powers.......................................................................................4
Section5.
Creation of Governing Board.......................................................................4
a.
Designation of Governing Board Representatives.......................................4
b.
Designation of Alternate Governing Board Representatives .......................4
C.
Eligibility .....................................................................................................5
Section 6.
Use of Public Funds and Property...............................................................5
Section 7.
Functioning of Governing Board .................................................................5
a.
Voting and Participation..............................................................................5
b.
Proxy Voting................................................................................................5
C.
Quorum ........................................................................................................5
d.
Committees..................................................................................................5
e.
Actions.........................................................................................................6
Section 8.
Duties of the Governing Board....................................................................6
Section 9.
Roberts Rules of Order................................................................................6
Section 10.
Meetings of Governing Board.....................................................................6
Section 11.
Election of President and Vice-President....................................................6
Section 12.
Executive Director.......................................................................................6
Section 13.
Designation of Treasurer and Auditor.........................................................7
Section 14.
Council Treasurer.........................................................................................7
Section 15. Designation of Other Officers and Employees............................................7
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'
Section 16.
Obligations of Council.................................................................................7
Section 17.
Cohtrol and Investment of Council Funds...................................................7
Section18,
Implementation Agreements........................................................................7
Section19.
Term.............................................................................................................8
Section 20.
Application of Laws to Council Functions..................................................8
Section21.
Members......................................................................................................8
a,
Withdrawal...................................................................................................8
b.
Non -Payment of Dues..................................................................................8
C.
Admitting Eligible Members.......................................................................9
d.
Admitting New Members............................................................................9
Section 22.
Interference With Function of Members......................................................9
Section23,
Dues of Members.........................................................................................9
Section 24.
Disposition of Assets.................................................................................10
Section 25.
Amendment................................................................................................10
Section 26.
Effective Date............................................................................................10
Section 27.
Capital Projects and Construction..............................................................10
I
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FOURTH AMENDED AND RESTATED JOINT EXERCISE OF POWERS '
AGREEMENT OF THE "SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS"
(A JOINT POWERS AUTHORITY)
This Fourth Amended and Restated Joint Exercise of Powers Agreement ("Agreement") is
made and entered into by and between the public entities (individually, "Member" and collectively,
"Members") whose names are set forth on Exhibit A, attached hereto and incorporated herein by
this reference, pursuant to Section 6500, et seg, of the Government Code and other applicable law;
WITNESSETH:
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 San Gabriel Valley Council of Governments, formerly known as the San
Gabriel Valley Association of Cities, an unincorporated association, played a valuable role in serving as a
forum for the exchange of ideas and information among its Member cities; however, the growing need for
the cities in the San Gabriel Valley to develop and implement their own subregional policies and plans and
voluntarily and cooperatively resolve differences among themselves required a more representative and
formal structure;
b. There is further a growing need for the cities in the San Gabriel Valley to involve the
unincorporated areas of Los Angeles County (the "County") and other public agencies located in the San
Gabriel Valley in the development and implementation of subregional policies, plans, and projects, and in
the voluntary and cooperative resolution of differences between the cities, public agencies 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
subregional basis through the establishment of a council of governments;
d. The public interest requires that an agency explore areas of inter -governmental
cooperation and coordination of government programs and provide recommendations and solutions to
problems of common and general concern to its Members;
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 public agency as defined by Section 6500 of the Government Code;
g. Each Member, by and through its legislative body, has determined that a subregional
organization in the San Gabriel Valley is required in furtherance of the public interest, necessity and
Fourth Amended JPA.2017 1
'convenience to assist in planning, voluntary coordination and implementing projects among the cities,
unincorporated areas and other public agencies; and
It. 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.
i. This Fourth Amended and Restated Joint Exercise of Powers Agreement of the San
Gabriel Valley Council of Governments is intended to supersede and replace the Third Amended and
Restated Joint Exercise of Powers Agreement dated March 12, 2007, as amended by Amendment One,
effective on May 9, 2008.
Section 2. Creation of Separate Legal 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 powers 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 San Gabriel
Valley Council of Governments ("Council').
Section 4. Purpose and Powers of the Council.
a. Purnose 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, including the ability to
design and construct public works projects to benefit the region or individual Members. It is the clear intent
among Members 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 Members for the
collective benefit of cities, other public agencies and unincorporated areas in the San Gabriel Valley.
b. Common Powers. The Council shall have, and may exercise, the following powers:
(1) Serve as an advocate in representing the Members of the Council at
the regional, state and federal levels on issues of importance to the
San Gabriel Valley;
(2) Serve as a forum for the review, consideration, study, development
and recommendation of public policies and plans with regional
significance;
(3) Assemble information helpful in the consideration of problems
peculiar to the Members;
(4) Utilize Member resources or presently existing single purpose
public and public/private groups to carry out its programs and
projects;
I
Fourth Amended JPA.2017 -2-
(5) Explore practical avenues for voluntary intergovernmental
cooperation, coordination and action in the interest of local public
welfare and improving the administration of governmental services;
(6) Assist in coordinating subregional planning efforts and in resolving
conflicts among the cities, other public agencies, and unincorporated
areas in the San Gabriel Valley as they work toward achieving
planning goals;
(7) Build a consensus among the Members on the implementation of
policies and programs for addressing subregional and regional
issues;
(g) Serve as a mechanism for obtaining state, federal and regional grants
to assist in financing the expenditures of the Council;
(9) Make and enter into contracts, including contracts for the services
of engineers, consultants, planners, attorneys, contractors, and
single purpose public/private groups;
(10) Employ agents, officers and employees;
(11) Apply for, receive and administer a grant or grants under any
federal, state, or regional programs;
(12) Receive gifts, contributions and donations of property, funds,
services and other forms of financial assistance from persons, firms,
corporations and any governmental entity;
(13) Lease, manage, maintain, and operate any buildings, works, or
improvements;
(14) Delegate some or all of its powers to the Executive Director as
hereinafter provided; and
(15) To make and enter into contracts for the services of engineers,
consultants, planners, and single purpose public or private groups,
including contracts for design, materials and public works
construction contracts, on behalf of and in the name of the Council;
(16) To acquire, by purchase or eminent domain, construct, reconstruct,
rehabilitate, maintain in whole or in part, dispose of in whole or part
on behalf of and in the name of the Council, land, facilities and
appurtenances necessary or convenient for the completion of the
public works construction projects approved by the Governing
Board of the Council;
Fourth Amended JFA.2017 -3- 1
(17) To provide for or obtain insurance for the Council and its Members,
and their agents, officers, and employees and contract for risk
management services;
(18) Borrow money, incur indebtedness and/or issue bonds pursuant to
the Constitution of the State of California and any of the laws of the
State of California and to exercise any implied power necessary to
exercise the express powers provided for in this subparagraph 15,
provided, however, that any borrowing hereunder shall be for the
purpose of financing construction projects approved by the
Governing Board and shall be repaid solely from funds pledged or
otherwise designated for such projects. Borrowings authorized
hereunder shall be in the name of the Council and shall be subject to
Section 16 of this Agreement.
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. For the purposes of determining the restrictions to be imposed on the
Council in its manner of exercising its powers pursuant to Government Code section 6509, reference shall
be made to, and the Council shall observe, the restrictions imposed upon the City of West Covina, a general
law city.
Section 5. Creation of Governing Board. There is hereby created a Governing Board for
' the Council ("Governing Board") to conduct the affairs of the Council. The Governing Board
shall be constituted as follows:
a. Designation of Governing Board Representatives. Except with regard to the County, one
person, who is a resident of the San Gabriel Valley, shall be designated as a representative to the Governing
Board by the legislative body of each of the Members ("Governing 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 Governing Board
Representatives. The Governing Board Representative(s) for the County shall reside in and/or represent one
of the First, Fourth or Fifth Supervisorial Districts and shall be selected by the respective County Supervisor.
No Member shall be entitled to "ex officio" non-voting representation on the Governing Board; however,
the Governing Board, at its sole discretion, may allow "ex officio' non-voting representation from public
entities that are not Members.
b. Designation of Alternate Governing Board Representatives. Except with regard to the
County, one person, who shall be a resident of the San Gabriel Valley, shall be designated as an alternate
representative to the Governing Board by the legislative body of each of the Members ("Alternate Governing
Board Representative"), The County shall have one, two or three Alternate Governing Board
Representatives, each acting as an alternate for only one of the First, Fourth and/or Fifth Supervisorial
Districts. The Alternate Governing Board Representative(s) for the County shall be selected by the respective
County Supervisor(s) for the First, Fourth or Fifth Supervisorial Districts and shall reside in and/or represent
that same Supervisorial District.
tFourth Amended JPA.2017 -q-
c. Eligibility. No person shall be eligible to serve as a Governing Board Representative or
an Alternate Governing Board Representative unless that person is, at all times during the tenure of that
person as a Governing Board Representative or Alternate Governing Board Representative, either a member
of the legislative body of the appointing Members for city Members or an elected official of a public agency
for public agency Members, except that Governing Board Representatives and Alternate Governing Board
Representatives for the County do not have to be members of any legislative body but shall serve at the
pleasure of their respective County Supervisors. Should any person serving on the Governing Board fail to
maintain the status as required by this Section 5, that person's position on the Governing 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.
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 Governing Board of the
Council, the Members shall participate in the funding of the Council in such a manner as the
Governing Board shall prescribe, subject to the provisions of Section 23 of this Agreement. Where
applicable, the Governing 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 Governing Board.
a. Voting and Participation. Each Member may cast only one vote for each issue before the
Governing Board through its representative except that each Governing Board Representative for the County
may cast one vote which shall be independent of and separate from the vote of any other Governing Board
Representative for the County. An Alternate Governing Board Representative may participate or vote in the
proceedings of the Governing Board only in the absence of the respective Governing Board Representative.
Governing Board Representatives and Alternate Governing Board Representatives seated on the Governing
Board shall be entitled to participate in and vote on matters pending before the Governing Board only if such
person is physically present at the meeting of the Governing Board and if the Member which that Governing
Board Representative or Alternate Governing Board Representative represents has timely and fully paid dues
as required by this Agreement and the Bylaws. Each Governing Board Representative (or the Alternate
Governing Board Representative) for the County who is physically present at the meeting of the Governing
Board shall be entitled to participate in and vote on matters pending before the Governing Board without
regard to the attendance or vote of any of the other Governing Board Representatives for the County if all
dues owed by the County for the Supervisorial District of said Governing Board Representative are timely
and fully paid as required by this Agreement and the Bylaws.
b. Proxy Voting. No absentee or proxy voting shall be permitted.
c. Quorum. A quorum of the Governing Board shall consist of not less than fifty percent
(50%) plus one (1) of its total voting membership.
d. Committees, As needed, the Governing Board may create permanent or ad hoc advisory
committees to give advice to the Governing Board on such matters as may be referred to such committees
by the Governing 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 Governing Board. Qualified persons shall be '
Fourth Amended JPA.2017 -5-
'appointed to such committees by the pleasure of the Governing Board. Committees, unless otherwise
provided by law, this Agreement, the Bylaws or by direction of the Governing Board, may be composed of
representatives to the Governing Board and non -representatives to the Governing Board.
e. Actions. Actions taken by the Governing Board shall be by not less than fifty percent
(50%) plus one (1) of the voting Governing Board Representatives who are present with a quorum in
attendance, unless by a provision of applicable law, this Agreement, the Bylaws or by direction of the
Governing Board, a higher number of votes is required to carry a particular motion.
Section 8. Duties of the Governing Board. The Governing 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 Governing Board, shall be exercised by and through the Governing
Board.
Section 9. Robert's Rules of Order. The substance of Robert's Rules of Order shall apply
to proceedings of the Governing Board, except as may otherwise be provided by provisions of
applicable law, this Agreement, the Bylaws or by direction of the Governing Board,
Section 10. Meetings of Governing Board, The Governing Board shall, by means of the
adoption of Bylaws, establish the dates and times of regular meetings of the Governing Board.
The location of each such meeting shall be as directed by the Governing Board.
' Section 11. Election of President and Vice -President. The President shall be the
chairperson of the Governing Board, shall conduct all meetings of the Governing 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 Governing Board. The Vice -President
shall serve as President 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
Governing Board or the President. Additional officers of the Governing Board shall be as provided
in the Bylaws,
A Governing Board Representative shall be elected to the position of President of the
Governing Board, and a different Governing Board Representative shall be elected to the position
of Vice -President of the Governing Board at the first regular meeting of the Governing Board held
in May of each calendar year. The terms of office of the President and Vice -President shall
commence and expire on July 1.
If there is a vacancy, for any reason, in the position of President or Vice -President, the
officer in the next successive position shall fill that position for the remainder of the term, and
every successive officer below shall accordingly move up one position. Except as the Governing
Board by two thirds (2/3) vote may otherwise decide, the Governing Board shall forthwith conduct
an election to fill any remaining vacancy for the unexpired term of such prior incumbent, unless
the remaining term to be filled is three month or less.
Section 12, Executive Director. The Governing Board may appoint by a vote of fifty
percent (509/6) plus one (1) of the total voting membership a qualified person to be Executive
' Fourth Amended JPA.2017 (_
Director on any basis it desires including, but not limited to, a contract or employee basis. The
'
Executive Director shall be neither a Governing Board Representative, nor an Alternate Governing
Board Representative, nor an elected official of any Eligible Public Entity (as defined in Section
21 (c) of this Agreement). The Executive Director shall be the chief administrative officer of the
Council. The Executive Director shall serve at the pleasure of the Governing Board and may be
relieved from such position at any time, without cause, by a vote of fifty percent (501/6) plus one
(1) of the total voting membership of the Governing Board taken at a regular, adjourned regular or
special meeting of the Governing 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 Governing Board.
Section 13, Designation of Treasurer and Auditor, The Governing Board 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. If the Governing Board so designates,
and in accordance with provisions of applicable law, a qualified person may hold both the office
of Treasurer and the office of 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 Governing Board.
Section 14. Council Treasurer. 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 Governing Board. 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 Governing Board.
Section 15. Designation of Other Officers and Employees. The Governing Board may
employ such other officers or employees as it deems appropriate and necessary to conduct the
affairs of the Council.
Section 16. Obligations 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, to the fullest extent allowed by law. No Member of the Council shall be responsible
for the debts or liabilities of any other Member solely by reason of Membership on the Council.
Implementation Agreements to provide for the design and/or construction of projects with
Members or other agencies ("Implementation Agreement") shall provide for indemnification of
the individual Members of the Council who are not parties to the Contracts.
Section 17. Control and Investment of Council Funds. The Governing Board 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 18. Implementation Agreements. When authorized by the Governing Board,
affected Members may execute an Implementation Agreement for the purpose of authorizing the
Council to implement, manage and administer area -wide and regional programs or projects in the
interest of the local public welfare. The costs incurred by the Council in implementing a program
Fourth Amended 7PA.2017 -7-
' or projects, including indirect costs, shall be assessed only to those Members who are parties to
that Implementation Agreement. Such Implementation Agreements shall provide for appropriate
insurance and indemnification by the parties to the Agreement for whom the local project is being
designed and/or built to protect the Council and all of its Members who are not parties to the
Implementation Agreement.
Section 19. 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 Governing Board.
Section 20. Application of Laws to Council Functions. The Council shall comply with all
applicable laws in the conduct of its affairs, including, but not limited to, the Ralph M. Brown
Act. (Section 54950, et seq., of the Government Code.)
Section 21. Members.
a. Withdrawal. A Member may withdraw from the Council by filing its written notice of
withdrawal with the President of the Governing Board 60 days before the actual withdrawal, Such
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 for the
withdrawn Member in existence as of the effective date of its withdrawal. Withdrawal of a Member shall
not affect the remaining Members, Withdrawn Members shall not be entitled to any reimbursement of annual
'dues paid. Withdrawal from any Implementation Agreement shall not be deemed withdrawal from the
Council. At a minimum, withdrawal from an Implementation Agreement shall not relieve the withdrawing
party from liability or obligations for any work undertaken pursuant to the Implementation Agreement
already completed, or partially completed. In addition to being entitled to completely withdraw from the
Council, the County may also partially withdraw and prospectively reduce its annual dues with a
corresponding reduction in its ability to participate in and vote on matters before the Governing Board by
filing a written notice of partial withdrawal with the President of the Governing Board 60 days before the
actual partial withdrawal. Such notice of 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 a.m.
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 shall no longer be able to participate in or vote on behalf
of the withdrawn Supervisorial District(s) on any matter before the Governing Board or Council committees.
b. Non -Payment of Dues. If a Member fails to pay dues within three months of its annual
dues assessment as required under Section 23 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 Governing Board or any committee. 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 23 of this Agreement and
the Bylaws, and after a 30 -day written notice is provided to the County, no representative of the delinquent
Supervisorial District(s) shall participate or vote on the Governing Board. The delinquent Supervisorial
' District(s) shall be able to resume participation and voting on the Governing Board only upon the payment
Fourth Amended JPA.2017 -8-
of all dues then owed by the County on behalf of the delinquent Supervisorial District including dues incurred
prior to and during the period of non-payment by the County.
c. Admitting and Readmitting 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:
adopting this Agreement by majority vote of the legislative body of the Eligible Public Entity; properly
signing this Agreement; and paying in full all dues owed for the then current fiscal year. Since the 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 Supervisorial 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 26 of this Agreement). An
Eligible Public Entity that has withdrawn from the Council in accordance with Section 21 may be readmitted
to the Council by adopting this Agreement or any subsequent version of this Agreement by a majority vote
of the legislative body of the Eligible Public Entity; properly signing this Agreement or any subsequent
version of this Agreement and paying in full all dues owed for the current fiscal year and any fiscal years for
which the Eligible Public Entity had been withdrawn from the Council. No vote of the Governing Board
shall be required to admit or readmit an Eligible Public Entity. County may reactivate representation by any
withdrawn Supervisorial District (as defined in this Section 21) by paying in full all dues owed for the then
current fiscal year and any fiscal years for which the Supervisorial District has been withdrawn and no vote ,
of the Governing Board shall be required for said reactivation.
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 Governing Board provided that such a proposed new Member is a city or public
entity whose jurisdiction, or part thereof, lies within and/or immediately adjacent to, the San Gabriel Valley,
Admission shall be subject to such terms and conditions as the Governing Board may deem appropriate.
Section 22. Interference with Function of Members. The Governing Board shall not take
any action which constitutes an interference with the exercise of lawful powers by a Member of
the Council.
Section 23. Dues of Members. The Members of the Council shall be responsible for the
payment to the Council, annually, of dues for each fiscal year in the amounts periodically budgeted
by the Governing Board, as and for the operating costs of the Council as provided in the Bylaws.
The dues of any non -city and non -County Members of the Council shall be no more than the
maximum dues assessed to any of the city Members of the Council. An annual dues assessment
will be issued to all Members in July of each calendar year except that the annual dues assessment
for the County will be issued in July of each calendar year for those Supervisorial Districts whose
representation of the County began in the first six months of a Council fiscal year and in January
of the following calendar year for those whose representation of the County began in the last six
months of a Council fiscal year. Further, the annual dues assessment will also be issued each
January for any new Members, including Eligible Public Entities and other entities, who have
Fourth Amended JPA.2017 -9- '
' become Members of the Council for the first time and whose membership commenced in the last
six months of a Council fiscal year.
Section 24, Disposition of Assets. Upon termination of this Agreement, after the payment
of all obligations of the Council, and subject to any grant funding restrictions or other funding
agreements, 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 23 hereof.
Section 25. Amendment. This Agreement may be amended at any time with the consent
of filly percent (50%) plus one (1) of all of the legislative bodies of the then parties hereto.
Section 26. Effective Date. The effective date ("Effective Date") of this Amended and
Restated Agreement shall be the first date on which fifty percent (50%) plus one (1) of the Eligible
Public Entities, whose names are set forth in Exhibit A, adopt this Agreement by a majority vote
of the legislative body of each Eligible Public Entity and sign this Agreement.
Section 27. Capital Projects and Construction.
a. The Council shall have the authority to plan, review, design, manage, oversee, monitor
and/or construct projects throughout the San Gabriel Valley as authorized in Section 4 of this Agreement. In
addition, the Council may contract with other public agencies within or outside of the San Gabriel Valley to
perform these functions outside of the San Gabriel Valley, Such projects will be determined by the
'Governing Board. The management and implementation of these projects will be the ultimate responsibility
of the Executive Director,
b. The Governing Board of the Council previously formed the Alameda Corridor — East,
Gateway to America Construction Authority (the "ACE Construction Authority") to implement a Project
known as the Alameda Corridor—East, Gateway to America Project (the "Project"), which was expected to
be of limited scope and duration. All responsibilities of the construction authority previously known as
Alameda Corridor — East, Gateway to America Construction Authority shall continue to be the
responsibilities of the Council. The ACE Project shall continue to completion and the Council will continue
to use the name ACE in connection with its capital projects until such time as the Governing Board takes
action to change identification of the Council's construction activities.
c. The Governing Board shall be advised regarding capital project and construction activities
by a Standing Policy Committee established pursuant to the Council By -Laws. Such capital project and
construction policy committee shall have a membership comprised of Council Governing Board members
selected to represent the Council as provided in the By -Laws.
d. Implementation Agreements between the Council and any of its Members or other
agencies shall provide for the agency or entity which will accept the project upon completion to properly
approve the plans and specifications for any such project designed by Council employees, agents or
contractors in order to ensure that all defenses and immunities available to public entities are fully preserved.
Insurance shall be purchased for any such project.
I
Fourth Amended JPA.2017 _Ip_
11
That the Members of this Joint Powers Agreement have caused this Fourth Amended and
Restated Agreement to be executed on their behalf, respectively, as follows:
PUBLIC AGENCY City of Temple City
ATTEST&&�� '-</�
Clerk
DATE
Fourth Amended JPA.2017 -11- 1
' EXHIBIT A
Eligible Public Entities
Alhambra
Arcadia
Azusa
Baldwin Park
Bradbury
Claremont
County of Los Angeles
Covina
Diamond Bar
Monrovia
Montebello
Monterey Park
Pasadena
Pomona
Rosemead
San Dimas
San Gabriel
San Gabriel Valley Water
Districts Joint Powers
Authority
Sierra Madre
South EI Monte
South Pasadena
Temple City
Walnut
West Covina
Duarte
'
E1 Monte
Glendora
Industry
Irwindale
La Canada-Flintridge
La Puente
La Verne
Monrovia
Montebello
Monterey Park
Pasadena
Pomona
Rosemead
San Dimas
San Gabriel
San Gabriel Valley Water
Districts Joint Powers
Authority
Sierra Madre
South EI Monte
South Pasadena
Temple City
Walnut
West Covina