HomeMy Public PortalAboutAgreement_2007-03-12_San Gabriel Valley Council of Governments_3rd Amended and Restated Joint Exercise of Powers Agreement
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SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
A JOINT POWERS AUTHORITY
THIRD AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
EFFECTIVE MARCH 12, 2007
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TABLE OF CONTENTS
Page No.
Section 1. Recitals. ........................................................................................................1
Section 2. Creation of Separate Legal Entity ................................................................2
Section 3. Name. .........................................................................................................2
Section 4. Purpose and Powers of the Council. ............................................................2
a. Purpose of Council .......................................................................................2
b. Common Powers ..........................................................................................2
c. Exercise of Powers .......................................................................................3
Section 5. Creation of Governing Board.......................................................................4
a. Designation of Governing Board Representatives .......................................4
b. Designation of Alternate Governing Board Representatives .......................4
c. Eligibility .....................................................................................................4
Section 6. Use of Public Funds and Property ...............................................................4
Section 7. Functioning of Governing Board. ................................................................5
a. Voting and Participation ..............................................................................5
b. Proxy Voting ................................................................................................5
c. Quorum ........................................................................................................5
d. Committees ..................................................................................................5
e. Actions .........................................................................................................5
Section 8. Duties of the Governing Board ....................................................................5
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. Control and Investment of Council Funds ...................................................7
Section 18. Implementation Agreements ........................................................................7
Section 19. Term .............................................................................................................7
Section 20. Application of Laws to Council Functions ..................................................7
Section 21. Members. .....................................................................................................8
a. Withdrawal ...................................................................................................8
b. Non-Payment of Dues ..................................................................................8
c. Admitting Eligible Members .......................................................................8
d. Admitting New Members ............................................................................8
Section 22. Interference With Function of Members......................................................9
Section 23. Dues of Members .........................................................................................9
Section 24. Disposition of Assets ...................................................................................9
Section 25. Amendment ................................................................................................10
Section 26. Effective Date ............................................................................................10
Section 27. Alameda Corridor – East, Gateway to America Construction Authority. .10
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THIRD AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
OF THE “SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS”
(A JOINT POWERS AUTHORITY)
This Third Amended and Restated Joint Exercise of Powers Agreement (“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:
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 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”) located in the San
Gabriel Valley in the development and implementation of subregional 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 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 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
subregional organization to assist in planning and voluntary coordination among the cities and
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unincorporated areas in the San Gabriel Valley 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 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. 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 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 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;
(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;
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(6) Assist in coordinating subregional planning efforts and in resolving
conflicts among the cities 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;
(8) 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 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) 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 the Project, as defined in Section 27 of
this Agreement and shall be repaid solely from funds pledged or
otherwise designated for the Project. Borrowings authorized
hereunder 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.
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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 shall be designated as a representative of 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 shall be designated as an alternate representative of 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.
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, a member of the legislative body of one of the appointing 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.
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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 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.
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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.
At the first regular meeting of the Governing Board, a Governing Board Representative
shall be elected to the position of President by the Governing Board, and a different Governing
Board Representative shall be elected Vice-President of the Governing Board. The terms of
office of the President and Vice-President elected at the first regular meeting of the Governing
Board shall continue through the first July 1 of their terms and expire on the second July 1, and
elections to determine their successors shall not be held until the first regular meeting of the May
preceding the second July 1. Thereafter, 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
Governing Board shall forthwith conduct an election and fill such vacancy for the unexpired
term of such prior incumbent.
Section 12. Executive Director. The Governing Board may appoint by a vote of fifty
percent (50%) plus one (1) of the total voting membership a qualified person to be Executive
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 (50%) 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.
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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.
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 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 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.)
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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 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 for the withdrawn Member in existence as of the effective date
of its withdrawal. Withdrawal of a Member shall not affect the remaining Members. The annual
dues of a withdrawn Member shall be adjusted, on a pro rata basis, using the effective date of the
withdrawal and a withdrawn Member shall be entitled to the balance of the annual dues paid for
the fiscal year by that Member which were intended for the remaining part of that fiscal 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 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 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 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 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
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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 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. 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 on behalf of 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 on behalf of those Supervisorial Districts whose representation of the County began 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, 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.
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Section 25. 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 26. Effective Date. The effective date (“Effective Date”) of this Agreement
shall be March 1, 1994 if 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. If fifty percent (50%) plus one (1) of the
Eligible Public Entities have not adopted and signed this Agreement by March 1, 1994, then the
Effective Date of the Agreement shall be the first date on which fifty percent (50%) plus one (1)
of the Eligible Public Entities adopt and sign this Agreement.
Section 27. Alameda Corridor – East, Gateway to America Construction Authority.
a. In addition to the Governing Board of the Council, there shall be an
Alameda Corridor – East, Gateway to America Construction Authority (the “ACE Construction
Authority”). The ACE Construction Authority shall have responsibility for the day-to-day
implementation of the Alameda Corridor – East, Gateway to America Project (the “Project”) as
ultimately adopted and approved by the Governing Board pursuant to Federal, State and local
regulations. To facilitate such implementation of the Project, the ACE Construction Authority,
upon the assignment of funds to it and subject to such restrictions imposed by Federal, State and
local governmental entities and by the Governing Board, shall have the following powers to act
on behalf of the Council:
(1) To make and enter into contracts, including public works contracts
and contracts for design, materials and construction, and for the
services of engineers, consultants, planners, and single purpose
public or private groups, on behalf of and in the name of the
Council;
(2) To employ agents, officers and employees;
(3) 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 Project;
(4) To lease, manage, maintain, and operate on behalf of and in the
name of the Council any buildings, works or improvements; and
(5) To provide for or obtain insurance for the Council and Members of
the ACE Construction Authority, and their agents, officers, and
employees.
b. The powers of the ACE Construction Authority shall be exercised only in
furtherance of the Project and may be further limited and/or expanded by the Council Bylaws, as
adopted or amended by the Governing Board.
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c. The ACE Construction Authority shall be comprised of seven (7)
Members, the qualifications for which shall be set forth in the Bylaws. The ACE Construction
Authority shall consist of one Member each from the City of El Monte, the City of Industry, the
City of Montebello, the City of Pomona, and the City of San Gabriel, one Member from the
County of Los Angeles, and one Member from the Council.
d. It is contemplated that the Council will receive funds to be used for the
Project from various federal, state and local funding sources and that the receipt of such funds
will be conditioned by regulation, law or agreement. The Governing Board shall have control of
all such funds until such time as responsibility for management and/or use of the funds is
transferred to the ACE Construction Authority by the Governing Board by appropriate action.
Such action, in addition to the delegation of annual budgeting authority, may contain restrictions
on the use of such funds and on the ACE Construction Authority, in addition to any found in the
Governing Board-adopted Bylaws, and as is required by Federal, State and local entities and the
Council.
e. The ACE Construction Authority may be dissolved by the Governing
Board upon a majority (50% + 1) vote. In the event that the ACE Construction Authority is
dissolved by the Governing Board, the Governing Board shall succeed to the rights,
responsibilities, obligations and duties of the ACE Construction Authority.
That the Members of this Joint Powers Agreement have caused this Agreement to be
executed on their behalf, respectively, as follows:
CITY OF
Supervisor/Mayor
ATTEST
City Clerk
DATE _____________________________________
IRV #4833-9006-7457 v2
EXHIBIT A
Eligible Public Entities
Alhambra La Verne
Arcadia Monrovia
Azusa Montebello
Baldwin Park Monterey Park
Bradbury Pasadena
Claremont Pomona
County of Los Angeles Rosemead
Covina San Dimas
Diamond Bar San Gabriel
Duarte San Marino
El Monte Sierra Madre
Glendora South El Monte
Industry South Pasadena
Irwindale Temple City
La Canada-Flintridge Walnut
La Puente West Covina
SGV Water JPA