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SR-092507-1H~_ ~;,Yo, City Council Report Santa Monica® City Council Meeting: September 25, 2007 Agenda Item: To: Mayor and City Council From: Gordon R. Anderson, Assistant City Manager Subject: Proposed Amendments to the Westside Cities Council of Governments Joint Powers Authority Exercise of Joint Powers Agreement; Adding the County of Los Angeles as an Official Member, Establishing a Procedure for "Stand-In" Voting Should the Delegate and Alternate be Unable to Attend a Meeting, and Rotation of the Treasurer Recommended Action Staff recommends the City Council approve and authorize: 1. the Mayor to execute the amended and restated Westside Cities Council of Governments (WSCCOG) Joint Powers Authority Exercise of Joint Powers Agreement; adding the County of Los Angeles County as an official member, establishing a procedure to provide for "stand in" voting representation should both the Delegate and Alternate be unable to attend a meeting, and specifying rotation of the Treasurer every three years, and 2. any Santa Monica Councilmember available to attend a WSCCOG meeting could "stand in" for voting representation at the request of the Mayor or Delegate to the WSCCOG. Executive Summary To further subregional planning and advocacy efforts, the WSCCOG Governing Board authorized former Chair Richard Bloom to reach out to Supervisor Zev Yaroslavsky (Third Supervisorial District); Supervisor Yvonne Burke (Second Supervisorial District); and Supervisor 1 Don Knabe (Fourth Supervisorial District), to ascertain the County's interest in joining the council of governments. (These three Supervisor's districts are immediately adjacent to other WSCCOG member cities.) The County is a member or is in the process of becoming a member of several other Southern California councils of governments. By action of the Board of Supervisors (BOS) on July 17, 2007, the County responded affirmatively to this outreach authorizing membership on the same terms as existing WSCCOG members, including: payment of annual dues, $15,000 for FY2007-OS. The BOS also determined that Supervisor Yaroslavsky shall be the Representative; Supervisor Burke the Alternate and Supervisor Knabe shall be the "stand-in" representative should both the Representative and Alternate be unable to attend a WSCCOG meeting. In addition, the City Managers, WSCCOG Executive Director/Facilitator and Counsel to the COG recommend the Members take this opportunity to include two other "clean up" changes in the revised document. These changes were previously approved by Member Cities and the WSCCOG, establishing a procedure to provide for "stand in" voting representation should both the Representative and Alternate be unable to attend a meeting and rotating the position of Treasurer of the WSCCOG ever three years (instead of every year). To insure Santa Monica has a voting representation at all WSCCOG meetings, staff recommends that for Santa Monica, any Councilmember available to attend could "stand in" for voting representation at the request of the Mayor or Delegate to the WSCCOG. There are no additional costs to the City associated with these changes. 2 Background and Discussion The Westside Cities Council of Governments (WSCCOG) joint powers authority is a voluntary, cooperative effort among five cities to forge consensus on policies and programs of regional significance that enhance the quality of daily life, sustain the environment and enrich the future. The WSCCOG was formalized in 2006 and represents a combined population represents over 710,000 individuals and 50,000 businesses. Member cities are Beverly Hills, Culver City, Santa Monica and West Hollywood (who had been meeting regularly for more than fifteen years), and the City of Los Angeles. City of Los Angeles participation and representation is focused on its western Council Districts, principally Districts 5 and 11: This organization provides a forum for discussion and communication as well as formalized representation and advocacy on behalf of the Westside subregion with regional, state and federal agencies. Priority issues are: transportation and improved mobility, and homeless issues. Other priority areas include: economic health of the subregion, environmental issues/sustainability, housing, homeland security/safety and land use. The WSCCOG's primary objective is to keep informed and take action on issues that are of mutual interest, working together in partnership to preserve and enhance the quality of life in the subregion. The organization works as a clearinghouse, sharing information on items such as grants, regulations, legislation and rule making and undertakes training and research to develop policy positions through established COG Committees and Working Groups. In the future, the WSCCOG is also anticipated to respond to funding opportunities from regional, state and federal sources to maximize limited public funds through amulti-city approach. 3 Budget/Financial Impact In the FY 2007-08 Budget, adequate funding has been budgeted for the related expenses in participation of WSCCOG. There are no additional costs associated with these changes. Prepared by: Kathryn Vernez, Assistant to the City Manager, Community & Government Relations Forwarded to Council: Attachments: A) JPA - 2007 (Aug) for Member Execution B) JPA - 2007 (Aug) Redline for Member Execution 4 Assistant City Manager City Manager Attachment A AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT WESTSIDE CITIES COUNCIL OF GOVERNMENTS (A JOINT POWERS AUTHORITY) This 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: W[TNESSETH: 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 Westside cities of Beverly Hills, Culver City, Santa Monica and West Hollywood, an informal association of elected officials and city managers of the Members, as well as the City of Los Angeles, through its City Councilmembers and staff, and the County of Los Angeles, through its Board members and staff, have played a valuable role in serving as a forum for the exchange of ideas and information; however, the growing need for cities in the Westside area of Los Angeles County 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 ajoint 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 counci] of governments; C. The public interest requires that an agency explore areas of inter-govetnmentaPcooperation 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, if any); 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 planning and voluntary coordination among the Westside area of Los Angeles County 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 require the execution of this Agreement by and on behalf of each such Member. Section 2. Creation of Separate Leeal 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 Westside Cities Council of Governments ("WSCCOG"). Section 4. Pumose and Powers of the WSCCOG. A. Purpose of WSCCOG. The purpose of the creation of the WSCCOG is to enable the Members to voluntarily engage in regional and cooperative planning and coordination of government services and responsibilities so as to assist the Members in the conduct of their affairs. The WSCCOG 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 WSCCOG is one of voluntary cooperation among the Members for the collective benefit of the Westside area of Los Angeles County. B. Common Powers. The WSCCOG shall have, and may exercise, the following powers: I. Serve as an advocate in representing the Members of the Westside Cities Council of Governments at the regional, state and federal levels on issues of importance to the Westside area of Los Angeles County; 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 peculiaz to the Members; 4. Utilize Member resources or other public or 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 Members 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 WSCCOG; 9. Make and enter into contracts, including contracts for the services of engineers, consultants, planners, attorneys and single purpose public/private groups; ]0. Employ agents, officers and employees; I I. Apply for, receive and administer a grant or grants under any federal, state, or regional programs; 12. Receive gifts, confributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and any governmental entity; 13. Acquire, construct, lease, manage, maintain, own and operate any buildings, works, or improvements; 14. Incur debts, liabilities and obligations; 15. Sue and be sued. C. Exercise of Powers. The WSCCOG 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. In accordance with Government Code Section 6509, the powers of the WSCCOG shall be exercised in the manner prescribed in the Joint Exercise of Powers Act, Government Code Sections 6500 et seq., as that Act now exists and may hereafter be amended, and shall be subject to the restrictions upon the manner of exercising such powers that aze imposed upon the City of Santa Monica, a charter law city, in the exercise of similar powers provided however, that if the City of Santa Monica shall cease to be a member, then the WSCCOG shall be restricted in the exercise of its power in the same manner as the City of Culver City, a charter law city. Section 5. Creation of Governing Board. There is hereby created a Governing Board for the WSCCOG ("Governing Board") to conduct the affairs of the WSCCOG. The Governing Boazd shall be constituted as follows: A. Designation of Governine Board Renresentatives. I. The city councils of the cities of Beverly Hills, Culver City, Santa Monica and West Hollywood shall each designate one of their council members as a representative to the Governing Board ("Goveming Boazd Representative"). 2. The city council of the City of Los Angeles shall designate one council member from a council district that is located immediately adjacent to any portion of the cities of Beverly Hills, Culver City, Santa Monica or West Hollywood as its sole representative to the Governing Board ("Governing Board Representative"). 3. The Board of Supervisors of the County of Los Angeles shall designate one member of the Board from the Third; Second or Fourth Supervisorial District as its sole representative to the Goveming Board ("Goveming Board Representative"). B. Designation of Alternate Governing Board Representatives. 1. The city councils of the cities of Beverly Hills, Culver City, Santa Monica, West Hollywood shall each designate one of their council members as an alternate representative to serve in the absence of the Governing Board Representative ("Alternate Governing Board Representative"). 2. The city council of the City of Los Angeles shall designate one council member from a council district that is located immediately adjacent to any portion of the cities of Beverly Hills, Culver City, Santa Monica or West Hollywood as an alternate representative to serve in the absence of the Goveming Board Representative ("Alternate Governing Board Representative"). 3. The Board of Supervisors of the County of Los Angeles shall designate one member of its Board from the Third, Second or Fourth Supervisorial District as an alternate representative to serve in the absence of the Goveming Board Representative ("Alternative Governing Board Representative"). C. Eli ibili . No person shall be eligible to serve as a Governing Board Representative or an Alternate Goveming Board Representative unless that person is, at al] times during the tenure of that person as a Governing Board Representative or Alternate Goveming Board Representative, amember of the legislative body of one of the appointing Members. In addition, the Governing Boazd Representative and the Alternate Governing Board Representative of the City of Los Angeles must be a council member from a district that is located immediately adjacent to any portion of the cities of Beverly Hills, Culver City, Santa Monica or West Hollywood. The designation of a Governing Board Representative and Alternate Governing Board Representative shall be evidenced in writing to the Chair of the WSCCOG. 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. D. Comnensation. Governing Board Representatives and Governing Board Representative Alternates shall receive no compensation but may be reimbursed for expenses necessarily and reasonably incurred in connection with their service on the WSCCOG. E. Notwithstanding the provisions of paragraph (C) above and Section 7 (A) herein, the legislative body of each Member may establish a procedure to provide for its representation at a Board meeting by an elected member of its legislative body in the event that neither the Governing Board Representative nor the Alternate Governing Board Representative are available to attend. Section 6. Use of Public Funds and Pronertv. The WSCCOG shall be empowered to utilize for its purposes, public and private funds, property and other resources received from the Members and from other sources. Subject to the approval of the Governing Board of the WSCCOG, the Members shall participate in the funding of the WSCCOG 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 WSCCOG 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 WSCCOG's activities. Section 7. Functionine of Governine Board. A. Votin¢ 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 and 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, when seated on the Governing Board, shall be entitled to 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. uorum. A quorum of the Governing Board shall consist of a majority 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 and shall remain in existence until they are 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 other persons. E. Actions. Actions taken by the Governing Board shall be by a majority 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 WSCCOG. Al] of the powers of the WSCCOG, 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. Meetines of Governine 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 duected by the Governing Board. Section 11. Election of Chair and Vice Chair. The Chau 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 Chair shall serve as Chair in the absence of the Chair 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 Chair. At the first regular meeting of the Governing Board, a Governing Board Representative shall be elected to the position of Chair by the Governing Board, and adifferent-Governing Board Representative shall be elected to the position of Vice Chair of the Governing Board. The terms of office of the Chair and Vice Chair 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 Chair, and a different Governing Board Representative shall be elected to the position of Vice Chair 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 Chair and Vice Chair shall commence the July 1 of that calendar year and expire on the following July 1. If there is a vacancy, for any reason, in the position of Chair or Vice Chair, the Governing Board shall forthwith conduct an election and fill the vacancy for the unexpired term of such prior incumbent. Section 12. Designation of and Duties of Treasurer. The Treasurer of one of the Members shall serve as Treasurer of the WSCCOG for a term of three (3) years. Upon expiration or earlier termination of the term, the Treasurer of the Member entity whose representative then serves as the Chair of the Governing Board shall serve as the Treasurer for the WSCCOG. Should that person have just served as Treasurer or otherwise not be available, then the Treasurer of the Member entity whose representative then serves as Vice Chair shall serve as the Treasurer. The Treasurer shat] have charge of the depositing and custody of all funds held by the WSCCOG. 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 maybe required by this Agreement, the Bylaws and by the direction of the Governing Board. Section 13. 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 WSCCOG. Section 14. Obligations of WSCCOG. The debts, liabilities and obligations of the WSCCOG ("WSCCOG Obligations") shall be the debts, liabilities or obligations of the WSCCOG alone. The Obligations shall not constitute debts, liabilities and obligations of the Members, and the Members shall have no liability therefore. Section 15. Control and Investment of WSCCOG 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 16. Implementation Agreements. When authorized by the Governing Board, affected Members may execute an Implementation Agreement for the purpose of authorizing the WSCCOG to implement, manage and administer area-wide and regional programs in the interest of the local public welfare. The costs incurred by the WSCCOG in implementing a program, including indirect costs, shall be assessed only to those Members who are parties to that Implementation Agreement. Section 17. Term. The WSCCOG 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 a majority of the then total voting membership of the Governing Board. Section 18. Application of Laws to WSCCOG Functions. The WSCCOG 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 19. Members A. Withdrawal. A Member may withdraw from the WSCCOG by filing its written notice of withdrawal with the Chair 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 obligatiohs 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 WSCCOG, until the effective date of termination of this Agreement, except that a withdrawn Member shall be entitled to the pro-rated 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 WSCCOG. B. Non-Payment of Dues. If a Member fails to pay dues within three months of the annual dues assessment as required under Section 22 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 WSCCOG. 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. Admittin¢ New Members. New Members may be admitted to the WSCCOG upon an affirmative vote of a majority of the total voting membership of the Governing Board provided that such a proposed new Member is a city or other public agency whose jurisdiction, or part thereof, lies within or immediately adjacent to any city which is a member of WSCCOG. Admission shall be subject to such terms and conditions as the Governing Boazd may deem appropriate. Section 20. 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 WSCCOG. Section 21. Dues of Members. The Members of the WSCCOG shall be responsible for the payment to the WSCCOG, annually, of dues, if any, in the amounts periodically budgeted by the Governing Board, as and for the operating costs of the WSCCOG, as provided in the Bylaws. Section 22. Disnosition of Assets. Upon the winding up and dissolution of the WSCCOG, after paying or adequately providing for the debts and obligations of the WSCCOG, the remaining assets of the WSCCOG shall be distributed to the parties to this Agreement in proportion to their contributions to the WSCCOG during its existence, pursuant to Government Code Section 6512. If for any reason the parties to the Agreement are unable or unwilling to accept the assets of the WSCCOG, said assets will be distributed to the State of California or any local government for public purposes. Section 23. Amendment. This Agreement may be amended at any time with the consent of a majority of the members by a majority vote of the legislative body of each Member. Section 24. Effective Date. The effective date ("Effective Date") of this Agreement shall be the latest date of execution by a Member. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members, respectively. None of the Members may assign any right or obligation hereunder without the written consent of the other Members. Section 25. Immunities. The provisions of Section 6513 of the Government Code are hereby incorporated into this Agreement. Section 26. General Provisions A. Governine Law. This Agreement shall be deemed to have been made, and shall be construed and interpreted, in accordance with the laws of the State of California. B. Notices. Any notice required hereunder must be in writing and shall be considered received upon delivery to the City or County Clerk of the party to be notified, or two (2) business days after deposit in the United States mail, postage prepaid and properly addressed to such City or County Clerk. C. Execution in Counterparts. This Agreement may be executed on behalf of the respective Members in one or more counterparts, all of which shall collectively constitute one agreement. D. Severabiliri. If any section, subsection, sentence, clause, phrase, or portion of this Agreement is for any reason held to be invalid or unenforceable by a court of competent jurisdiction, the remaining sections, subsections, sentences, clauses, phrases, or portions of this Agreement shall nonetheless remain in full force and effect. The governing body of each of the Members hereby declares that it would have adopted each section, subsection, sentence, clause, phrase, or portion of this Agreement, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions of this Agreement be declared invalid or unenforceable. E. Enforcement of Agreement. The WSCCOG is hereby authorized to take any or all legal or equitable actions, including but not limited to injunctive relief and specific performance, necessary or permitted by ]aw to enforce this Agreement. F. No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the WSCCOG and the parties to this Agreement, and no third party shall be deemed to be a beneficiary or to have any rights hereunder against the Authority or any of its Members. The Members of this Joint Powers Agreement have caused this Agreement to be executed on their behalf as of the date specified below, respectively, as follows: Attest: Byron Pope City Clerk Approved as to Form: Laurence S. Weiner City Attorney Attest: Christopher Armenta City Clerk Approved as to Form: Carol Schwab City Attorney Attest: Frank T. Martinez City of Beverly Hills By: Jimmy Delshad, Mayor Date: By: Rod Wood, City Manager Date: City of Culver City By: Alan Corlin, Mayor Date: By: Jerry Fulwood, City Manager Date: City of Los Angeles By: Antonio R. Villaraigosa, Mayor City Clerk Approved as to Form: Rockard Delgadillo City Attorney Attest: Maria Stewart City Clerk Approved as to Form: Marsha Jones Moutrie City Attorney Attest: Tom West City Clerk Approved as to Form: Michael Jenkins City Attorney Attest: Sachi A. Hamai Executive Officer of the Board of Supervisors Deputy Date: By: William, T Fujioka, City Administrative Officer Date: City of Santa Monica By: Richard Bloom, Mayor By: P. L,amontEwell, City Manager City of West Hollywood By: John Duran, Mayor Date: Byr Paul Arevalo, City Manager Date: County of Los Angeles By: Chairman, Boazd of Supervisors Approved as to Form: Raymond G. Fortner, Jr. County Counsel Deputy County Counsel Date: EXHIBIT A Members City of Beverly Hills 455 No. Rexford Drive Beverly Hills, CA 90210 Attention: Rod Wood City Manager City of Culver City 9770 Culver Boulevard Culver City, CA 90232-0507 Attention: Jerry Fnlwood City Manager City of Los Angeles 200 N. Spring Street Los Angeles, CA 90012 Attention: Karen L. Sisson City Administrative Officer City of Santa Monica 1685 Main Street, Rm. 209 Santa Monica, CA 90401 Attention: P. Lamont Ewelll City Manager City of West Hollywood 8300 Santa Monica Boulevard West Hollywood, CA 90069 Attention: Paul Arevalo City Manager County of Los Angeles Hall of Administration 500 West Temple Street Los Angeles, CA 90012 Attention: Sachi E. Hamai, Executive Officer, Board of Supervisors Attachment B AMENDED AND R~'STATED JOINT EXERCISE OF POWERS AGREEMENT WESTSIDE CITIES COUNCIL OF GOVERNMENTS (A JOINT POWERS AUTHORITI~ This 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 Westside cities of Beverly Hills, Culver City, Santa Monica and West Hollywood, an informal association of elected officials and city managers of the Members, as well as the City of Los Angeles, through its City Councilmembers and staff, and the County of Los And=eJes, through its Board members and staff, have played a valuable role in serving as a forum for the exchange of ideas and information ~r~~ its rri€~ bete sties; however, the growing need for cities in the Westside area of Los Angeles County 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 ofinter-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, if any); E. Each Member is a governmental entity established by law with full powers of government in legislative, administraflve, financial, and other related fields; F. Each Member, by and through its legislative body, has determined that a subregional organization to assist in planning and voluntary coordination among the Westside area of Los Angeles County 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 require the execution of this Agreement by and on behalf of each such Member. Section 2. Creation of Separate Leeal Entitv. It is the intention of the Members to create, by means of this Agreement, a separate legal en5ty within the meaning of Section 6503.5 of the Government Code. Accordingly, there is hereby created a sepazate 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 Westside Cities Council of Governments ("WSCCOG"). Section 4. Purpose and Powers of the WSCCOG. A. Purpose of WSCCOG. The purpose of the creation of the WSCCOG is to enable the Members to voluntarily engage in regional and cooperative planning and coordination of government services and responsibilities so as to assist the Members in the conduct of their affairs. The WSCCOG 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 WSCCOG is one of voluntary cooperation among eiti~ the ierlberfor the collective benefit of E~ies_ isr the Westside area of Los Angeles County. B. Common Powers. The WSCCOG shall have, and may exercise, the following powers: 1. Serve as an advocate in representing the Members of the Westside Cities Council of Governments at the regional, state and federal levels on issues of importance to the Westside area of Los Angeles County; 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 peculiaz to the rt} ~4embers; 4. Utilize Member resources or other public or 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 welfaze and improving the administration of governmental services; 6. Assist in coordinating subregionalplanning efforts and in resolving conflicts among the A&emb~rs Ei~}i~ ~~ s s;T~_ ~~a :'T~,-_: '~ t~sa~ 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 WSCCOG; 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. Acquire, construct, lease, manage, maintain, own and operate any buildings, works, or improvements; 14. Incur debts, liabilities and obligations; 15. Sue and be sued. C. Exercise of Powers. The WSCCOG 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. In accordance with Government Code Section 6509, the powers of the WSCCOG shall be exercised in the manner prescribed in the Joint Exercise of Powers Act, Government Code Sections 6500 et seq., as that Act now exists and may hereafter be amended, and shall be subject to the restrictions upon the manner of exercising such powers that aze imposed upon the City of Santa Monica, a charter law city, in the exercise of similar powers provided however, that if the City of Santa Monica shall cease to be a member, then the WSCCOG shall be restricted in the exercise of its power in the same manner as the City of Culver City, a charter law city: Section 5. Creation of Govemine Board. There is hereby created a Governing Board for the WSCCOG ("Governing Board") to conduct the affairs of the WSCCOG. The Governing Board shall be constituted as follows: A. Designation of Governing Board Representatives. 1. The city councils of the cities of Beverly Hills, Culver City, Santa Monica and West Hollywood shall each designate one of their council members as a representative ok to the Governing Board ("Governing Boazd Representative"). 2. The city council of the City of Los Angeles shall designate one council member from a council district that is located immediately adjacent to any portion of the cities of Beverly Hills, Culver City, Santa Monica or West Hollywood as its sole representative to the Governing Board ("Governing Boazd Representative"). ~. The board of SuperEisots of'thc Coun[v of Los t~n~~ les sha!1 dtsi;uate oua ~nentber of ine Board from the Tltird Second of Fourth Su», ervison I District a; its sole re teacrt2.ti~~L to the GocE nut> 3oatd (Goti-e_~n;n~ Board R_~presenkati4-e"). B. Decimation of Alternate Governing Boazd Representatives. 1. The city councils of the cities of Beverly Hills, Culver City, Santa Monica, West Hollywood shall each designate one of their council members as an alternate representative to serve in the absence of the Governing Board Representative ("Alternate Governing Board Representative"). 2. The city council of the City of Los Angeles shall designate one council member from a council district that is located immediately adjacent to any portion of the cities of Beverly Hills, Culver City, Santa Monica a ~?, or West Hollywood as an alternate representative to serve in the absence of the Governing Board Representative ("Alternate Governing Board Representative"). 3 The Board oFSupervisots of the Courw otLes Angeles shall tas~~nate one rnembe cr its Board franthe hha~d. Second or Feurt~t SuroerF isortal D~str,ct as an alternate represent~.tt~-- to ser ~,; .n the lbaci ~ or ti;;c `3overnitte Board Kenresentati~~e (".~iternati~:e Goerni n~ Baarc( Reures~ntative'~.>. C. Eli ibili . No person shall be eligible to serve as a Governing Boazd Representative or an Alternate Governing Boazd Representative unless that person is, at all times during the tenure of that person as a Governing Boazd Representative or Alternate Governing Boazd Representative, amember of the legislative body of one of the appointing Members. In addition, the Governing Board Representative and the Alternate Governing Boazd Representative of the City of Los Angeles must be a council member from a district that is located immediately adjacent to any portion of the cities of Beverly Hills, Culver City, Santa Monica ~ or West Hollywood. The designation of a Governing Boazd Representative and Alternate Governing Board Representative shall be evidenced in writing to the Chair of the W SCCOG. Should any person serving on the Governing Boazd 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. D. Compensation. Governing Board Representatives and Governing Boazd Representative Alternates shall receive no compensation but may be reimbursed for expenses necessarily and reasonably incurred in connection with their service on the WSCCOG. E. NotwithatandinR the provisions ot~atn~~h (C) above and Sc6tlon 7 (ALere~n, the i° 7islctive body of each Member may establtsh a procedure to _~: ide for its ~ are.sennation a[ n Board vteetms oti nelected memb:.~' of its ]eeislative bod,~ in the event tntt n ~it~he!~ _h~ Goveenut~ Board R pisc.ttaii not the :Ahtt,~ate Cwe .tiu~ Board i~resentrti~:e are availaUle to attend, _ Section 6. Use of Public Funds and Pronertv. The W SCCOG shall be empowered to utflize for its purposes, public and private funds, property and other resources received from the Members and from other sources. Subject to the approval of the Governing Board of the WSCCOG, the Members shall participate in the funding of the WSCCOG in such a manner as the Governing Boazd shall prescribe, subject to the provisions of Section 23 of this Agreement. Where applicable, the Governing Boazd of the WSCCOG 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 WSCCOG's activifles. Section 7. Functionine of Governine Boazd A. Votine and Partici an tion. Each Member may cast only one vote for each issue before the Governing Board through its representatives. An Alternate Governing Boazd Representative may participate and 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, when seated on the Governing Board, shall be entitled to vote on matters pending before the Governing Board only if such person is physically present at the meeting of the Governing Boazd and if the Member, which that Governing Board Representative or Alternate Governing Boazd Representative represents, has timely and fully paid dues as required by this Agreement and the Bylaws. B. Proxy VOtllig. No absentee ballot or proxy shall be permitted. C. uorum. A quorum of the Governing Board shall consist of a majority 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 Boazd on such matters as may be referred to such committee by the Governing Boazd. All committees shall have a stated purpose before they aze formed and shall remain in existence until they are 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 Boazd. Committees, unless otherwise provided by law, this Agreement, the Bylaws or by direction of the Governing Boazd, maybe composed of representatives to the Governing Board and other persons. E. Actions. Actions taken by the Governing Boazd shall be by a majority of the voting representatives of the Governing Boazd 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 Boazd shall be deemed, for all purposes, the policy making body of the WSCCOG. All of the powers of the WSCCOG, 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 Boazd. 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. Meetines of Governing Boazd. The Governing Board shall, by means of the adoption of Bylaws, establish the dates and times ofregulaz meetings of the Governing Boazd. The location of each such meeting shall be as directed by the Governing Board. Section 11. Elecflon of Chair and Vice Chair. The Chair of the Governing Board, shall conduct all meetings of the Governing Boazd and perform such other duties and functions as required of such person by provisions of applicable law, this Agreement, the Bylaws or by the duecflon of the Governing Board. The Vice Chair shall serve as Chair in the absence of the Chair 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 Boazd or the Chair. At the first regulaz meeting of the Governing Board, a Governing Board Representaflve shall be elected to the posi5on of Chair by the Governing Board, and adifferent-Governing Board Representative shall be elected to the position of Vice Chair of the Governing Board. The terms of office of the Chair and Vice Chair elected at the first regulaz meeting of the Governing Board shall continue through the fast 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 Chair, and a different Governing Boazd Representative shall be elected to the position of Vice Chair of the Governing Board at the first regular meeting of the Governing Boazd held in May of each calendaz yeaz. The terms of office of the Chair and Vice Chair shall commence the July 1 of that calendaz yeaz and expire on the following July 1. If there is a vacancy, for any reason, in the position of Chair or Vice Chair, the Governing Boazd shall forthwith conduct an election and fill the vacancy for the unexpired term of such prior incumbent. Section 12. Designation of and Duties of Treasurer. The Treasurer of one of the Iylemuers shaI sense as i'reasm~er of flte W SCC4G for a teen of three (3) years. Upan expiration or earlier to miaation of the tenn_ t+`he Treasurer of the Mernber entitc E-tt whose representative then serves as the Chair of the Governing Boazd shall serve as the Treasurer for the WSCCOG. Should drat erp shit ,have i~ut served as Treasurer or otherwise not be avzilable_ then the 'I`reastu~er of the Nlentber ent;ty whose representative then serves as Vice Chair shall serve ~s the "Treasurer. The Treasurer shall have chazge of the depositing and custody of all funds held by the WSCCOG. The Treasurer shall perform such other duties as maybe 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 this Agreement, the Bylaws and by the direction ofthe Governing Boazd. Section 13. Designation of Other Officers and Emnlovees. The Governing Board may employ such other officers or employees as it deems appropriate and necessary to conduct the affairs of the WSCCOG. Section 14.Obligations of WSCCOG. The debts, liabilities and obligations of the WSCCOG ("WSCCOG Obligations") shall be the debts, liabilities or obligations of the WSCCOG alone. The Obligations shall not constitute debts, liabilities and obligations of the Members, and the Members shall have no liability therefore. Section 15. Control and Investment of WSCCOG Funds. The Governing Boazd 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 16. I~lementation Agreements. When authorized by the Governing Board, affected Members may execute an Implementation Agreement for the purpose of authorizing the WSCCOG to implement, manage and administer area-wide and regional programs in the interest of the local public welfare. The costs incurred by the WSCCOG in implementing a program, including induect costs, shall be assessed only to those Members who are parties to that Implementation Agreement. Section 17. Term. The WSCCOG 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 a majority of the then total voting membership of the Governing Boazd. Section 18. Anvlica5on of Laws to WSCCOG Functions. The WSCCOG 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 19. Members. A. Withdrawal. A Member may withdraw from the WSCCOG by filing its written notice of withdrawal with the Chair 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 affectthe remaining Members. A withdrawn Member shall not be entitled to the return of any funds or other assets belonging to the WSCCOG, until the effective date of termination of this Agreement, except that a withdrawn Member shall be entitled to the pro-rated balance of the annual dues paid for the yeaz by that Member which were intended for the remaining part of that yeaz. Withdrawal from any Implementation Agreement shall not be deemed withdrawal from the WSCCOG. B. Non-Payment of Dues. If a Member fails to pay dues within three months of the annual dues assessment as required under Section 22 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 WSCCOG. When a Member is suspended, no representative of that Member shall participate or vote on the Governing Boazd. 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. Admittine New Members. New Members may be admitted to the WSCCOG upon an affirmative vote of a majority of the total voting membership of the Governing Board provided that such a proposed new Member is a city or other public agency whose jurisdiction, or part thereof, lies within or immediately adjacent to any city which is a member of WSCCOG. Admission shall be subject to such terms and conditions as the Governing Boazd may deem appropriate. Section 20. 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 WSCCOG. Section 21. Dues of Members. The Members of the W SCCOG shall be responsible for the payment to the WSCCOG, annually, of dues, if any, in the amounts periodically budgeted by the Governing Board, as and for the operating costs of the WSCCOG, as provided in the Bylaws. Section 22. Disposition of Assets. Upon the winding up and dissolution of the WSCCOG, after paying or adequately providing for the debts and obligations of the WSCCOG, the remaining assets of the WSCCOG shall be distributed to the parties to this Ageement in proportion to their contributions to the WSCCOG during its existence, pursuant to Government Code Section 6512. If for any reason the parties to the Agreement aze unable or unwilling to accept the assets of the WSCCOG, said assets will be distributed to the State of California or any local government for public purposes. Section 23. Amendment. This Agreement maybe amended at any time with the consent of a majority of the members by a majority vote of the legislative body of each Member. Section 24. Effective Date. The effective date ("Effective Date") of this Agreement shall be the latest date of execution by a Member. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members, respectively. None of the Members may assign any right or obligation hereunder without the written consent of the other Members. Section 25. Immunities. The provisions of Section 6513 of the Govemment Code aze hereby incorporated into this. Ageement. Section 26. General Provisions. A. Governine Law. Ties Agreement shall be deemed to have been made, and shall be construed and interpreted, in accordance with the laws of the State of California. B. Notices. Any notice required hereunder must be in writing and shall be considered received upon delivery to the City or Co urn Clerk of the party to be notified, or two (2) business days after deposit in the United States mail, postage prepaid and properly addressed to such City o. Ccuni~- Clerk. C. Execution in Counterparts. This Agreement maybe executed on behalf of the respective Members in one or more counterparts, all of which shall collectively constitute one agreement. D. SeverabIlity. If any secfion, subsection, sentence, clause, phrase, or portion of this Agreement is for any reason held to be invalid or unenforceable by a court of competent jurisdiction, the remaining sections, subsections, sentences, clauses, phrases, or portions of this Agreement shall nonetheless remain in full force and effect. The aaiaruin~ bolv_=~.t;" ~'o-:wx-n! of each of the Members hereby declares that it wouldflave adopted each section, subsection, sentence, clause, phrase, or portion of this Agreement, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions of this Agreement be declared invalid or unenforceable. E. Enforcement of Ageement. The WSCCOG is hereby authorized to take any or all legal or equitable actions, including but not limited to injunctive relief and specific performance, necessary or permitted by law to enforce this Agreement. F. No Third Party Beneficiaries. This Ageement is intended solely for the benefit of the WSCCOG and the parties to this Ageement, and no third party shall be deemed to be a beneficiary or to have any rights hereunder against the Authority or any of its T~eulbe~s. 7 =.he Members of this Joint Powers Ageement have caused this Ageement to be executed on their behalf as of the date specified below, respecflvely, as follows: Attest: City of Beverly Hills By: ~',-~° R~°'°'`°~rByron Poke T^~^- ~Jimmv Delshad, Mayor City Clerk Date: Approved as to Form: By: ""°°',na.-,~`=^^"Rod Wood, City Manager Date: Laurence S. Weiner City Attorney Attest: City of Culver City By: Christopher Armenta Alan Corlin, Mayor City Clerk Date: Approved as to Form: By: Jerry Fulwood, C~d~i z;,~:aR=r "~` . ,Cis Ytanager Date: Cazol Schwab City Attorney Attest: City of Los Angeles By: T. "a'°°' ~'^-eyFrank T. Martinez '^~-^° °. T'^'^^ n ;tonio R. Villaraieosa, Mayor City Clerk Date: Approved as to Form: By: William, T Fujioka, City Administrative Officer Date: Rockazd Delgadillo City Attorney Attest: Maria Stewart City Clerk Approved as to Form: Mazsha Jones Moutrie City Attorney Attest: Tom West City Clerk Approved as to Form: Michael Jenkins City Attorney 1(tet Saehi fj. ~Iamai °~ecirti~-e Ot;ic_r ofihe E3oa~a of upenisors E?;.A.u ~~roved as to rorn~: Ravn;ond C,. Fortner, Jr. Counts Counsel City of Santa Monica Bv: Richard Bloom, Mayor By: °~~°°° °. ^~°~'°-'hy P. LamontEwell, City Manager City of West Hollywood By: r~aJohn Duran, Mayor Date: By: Paul Arevalo, City Manager Date: Coanty of Las ~uo;.l~s S~ : _ __ Chairman. l;oaro ePS,:Gre,visors 1)aiC: De,~,uh~ Couniv Counsel EXIIIBIT A Members City of Beverly Hills 455 No. Rexford Drive Beverly Hills, CA 90210 Attention: Rod Wood""""^-'~~°n^iOn^'* City Manager City of Culver City 9770 Culver Boulevard Culver City, CA 90232-0507 Attention: Jerrv Fulwood ^~~°''°^'~a-ten ~~,;^a ~,,.,.;„;,.,_^.;.,, nrs.^,,..City Manager City of Los Angeles 200 N. Spring Street Los Angeles, CA 90012 Attention: Karen L. Sisson" "'~'^~~ ~~~^',~^. City Administrative Officer City of Santa Monica 1685 Main Street, Rm. 209 Santa Monica, CA 90401 Attention: P. Lamont Ewell^°^^ °. ""^''^~*~l City Manager City of West Hollywood 8300 Santa Monica Boulevazd West Hollywood, CA 90069 Attention: Paul Arevalo City Manager Countti~ of Lcs Angeles I-i al i of Adm i u i straei on X00 V+'est Temple Sfi'e_t Los Angeles. CA 90012 Attention: Sachi E. Hamai, Executive Officer, Board of Supervisors Reference Amendment to Contract No. 8276 (ccs).