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HomeMy Public PortalAboutAgreement_1993-12-16_San Gabriel Valley Council of GovernmentsAGREEMENT "SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS" (A JOINT POWERS AUTHORITY) This 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: W I T N E S S E T H: The parties hereto do agree as follows: Section 1. Recitals. chis Agreement is made and entered into with respec~ ~o the following facts: a. Historically, the San Gabriel Valley Association of cities, an unincorporated association, has 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 requires a more representative and formal structure; b. 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; c. 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; d. 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); e. Each Member is a governmental entity established by law with full powers of government in legislative, administrative, financial, and other related fields; f. Each Member, by and through its legislative body, has determined that a subregional organization to assist in -1- planning and voluntary coordination among the cities in the San Gabriel Valley is required in furtherance of the public interest, necessity and convenience; and g. 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 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 the San Gabriel Valley. b. Common Powers. exercise, the following powers: The Council shall have, and may (1) Serve as an advocate in representing the Members of the san Gabriel Valley 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; -2- (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; (6) Assist in coordinating subregional planning efforts and in resolving conflicts among the cities 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 sta~e, 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; and (14) 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. 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 -3- be made to, and the council shall observe, the restrictions imposed upon the City of West Covina. 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. one person shall be designated as a representative of the Governing Board by the legislative body of each of the Members ("Governing Board Representative"). b. Designation of Alternate Governing Board Representatives. 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")· c. Elio1bilitv. 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. 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 andfor 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 representatives. An Alternate Governing Board Representative may participate or vote in the proceedings of the Governing Board only in the absence of that Member's Governing Board Representative. Governing Board Representatives and Alternate Governing Board Representatives seated on the Governing Board -4- shall be entitled to participate 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. b. Proxy Voting. No absentee ballot or proxy 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 committee 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 Governing Board and each such appointee shall serve at 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 representatives of the Governing 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 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. Roberts Rules of order. The substance of Roberts 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 -5- 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 to the position of 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 annually to the position of President, 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 receive such compensation as may be fixed by the Governing Board. 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 -6- 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 Emolovees. 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, -7- 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 §gg., 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 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. b. Non-Payment of Dues. If a Member fails to pay dues within three months of the 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. 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. c. Admitting Eligible Members. Eligible public entities whose names are set forth on Exhibit B 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. An Eligible Public Entity may be admitted regardless of whether it adopted and signed this Agreement before or after -8- the Effective Date (as defined in Section 26 of this Agreement). No vote of the Governing Board 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 Governing Board provided that such a proposed new Member is a city 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 in the amounts periodically budgeted by the Governing Board, as and for the operating costs of the Council (''Dues'') as provided in the Bylaws. 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. 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 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 signed this Agreement by March 1, 1994, then the 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. -9- Alhambra Arcadia Azusa Baldwin Park Bradbury Claremont Covina Diamond Bar Duarte El Monte Glendora Industry Irwindale La Puente EXHIBIT B -11- La Verne Monrovia Monterey Park Pasadena Pomona Rosemead San Dimas San Gabriel San Marino Sierra Madre South El Monte South Pasadena Temple City Walnut Wes1: covina