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
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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;
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(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
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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
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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
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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
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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,
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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
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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.
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Alhambra
Arcadia
Azusa
Baldwin Park
Bradbury
Claremont
Covina
Diamond Bar
Duarte
El Monte
Glendora
Industry
Irwindale
La Puente
EXHIBIT B
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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