CLA MemorandumDATE: November 19, 2009

TO: Honorable Members of the Rules and Elections Committee

Gerry F. MilleA".Mz-.Chief Legislatrvf' Analyst

Assignment No.: 09-11-1722FROM:

SUBJECT: South Bay Cities Council of Governments JPA Amendments

SummaryThe South Bay Cities Council of Governments (SBCCOG) board of directors has recommendedchanges in the Joint Powers Agreement (JPA) to allow the County of Los Angeles to participateas full voting members of the SBCCOG. This is a practice approved by other councils ofgovernments in the region, including the Westside Cities Council of Governments to which theCity of Los Angeles belongs.

RecommendationThat the City Council, with concurrence of the Mayor, approve the attached restated and revisedSouth Bay Cities Council of Governments Joint Powers Authority Agreement in order to permitthe County of Los Angeles to join and authorize the Mayor to execute this agreement on behalfof the City.

BackgroundThe City of Los Angeles originally participated in the South Bay Cities Association when it wasformed in 1977 as a transportation corridor study group of cities south of LAX and west of theSan Pedro - Wilmington portion of the City. That association eventually formed the South BayCities Council of Governments, which is comprised of 15 cities, plus the City of Los Angeles.The 15th council district has been the City's participant in this group, while the council districtincluding LAX has attended from time to time as an observer.

The Joint Powers Agreement creating the SBCCOG was initiated in 1995 and amended twice,the last time in 2005. The Board of the SBCCOG recently voted to allow the County of LosAngeles to participate as full voting members of the organization. The elected representatives ofthe 2nd and 4th Supervisorial districts would be designated as the County's voting members.

It has become standard practice among councils of governments in the Los Angeles region toinclude their County supervisors as voting members. The Westside Cities Council ofGovernments, on which the City participates as a voting member, did so in 2007.

Attachment: Third Amended and Restated Joint Po·w~rs.Agreement, South Bay Cities Council of Governments'

THIRD. AMENDED AND RESTATED JOINT POWERS AGREEMENT _------{Deleted: SECOND---------------------------------------------------------------------_._------------_._----------------------------

"SOUTH BAY CITIES COUNCIL OF GOVERNMENTS"(A JOINT POWERS AUTHORITY)

This Third Amended and Restated Joint Powers Agreement ("Second Amendedand Restated Agreement"), which is dated for identification purposes June 1, 2009, ismade and entered into by and between the public entities (collectively, "Members")whose names are set forth on Exhibit A, pursuant to Section 6500 st, gm. of theGovernment Code and other applicable law:

WIT N E SSE T H:

The parties hereto do agree as follows:

Section 1. Recitals. This Third Amended and Restated Agreement is made andentered into with respect to the following facts.

a. In 1977, a group of cities, commonly known as the South Bay Cities,entered into that certain Joint Powers Agreement, Phase III(Implementation) South Bay Corridor (Transportation) Study in the Countyof Los Angeles (the "South Bay Corridor JPA"). The South Bay CorridorJPA has subsequently been amended and extended so that the currentmembership consists of the agencies whose names are set forth on ExhibitB. The current termination date of the South Bay Corridor JPA is June 30,1998.

b. Historically, the South Bay Cities also participated in an unincorporatedassociation known as the South Bay Cities Association. The South BayCities Association played a valuable role in serving as a forum for theexchange of ideas and information among its member cities; however, thegrowing need for the South Bay Cities to develop and implement their ownsubregional policies and plans and voluntarily and cooperatively to resolvedifferences among themselves required a more representative and formalstructure.

c. The public interest required a joint powers agency to conduct studies andprojects designed to improve and coordinate the common governmentalresponsibilities and services on an area-wide and subregional basis. The.Members believed that the existing South Bay Corridor JPA as presentlyconstituted was inadequate to satisfy these purposes and that they might

c:\docume-I \19462\locals- J \tcmp\xlllrrpwise\6-09 ipa -3rU proposed amendment showing changes.dm •. m m __. u/OS/28/98

, Deleted: c:\documents nnd. settings\ndministrntor\desktop\jpn

amended 2004.doc

c (

better be satisfied through the establishment of a joint powers agency ofbroader scope, to be known as a council of governments.

d. The public interest required that such an agency explore areas of inter-governmental cooperation and coordination of government programs andprovide recommendations and solutions to problems of common andgeneral concern to its Members.

e. The public interest required that an agency with the aforementioned goalsnot possess the authority to compel any of its Members to conduct anyactivities or implement any plans or strategies that the Member did not wishto undertake (except for the payment of dues).

f. Each Member is a governmental entity established by law with full powersof government in legislative, administrative, financial, and other relatedfields.

g. Each Member, by and through its legislative body, determined that asubregional organization to assist in planning and voluntary coordinationamong the cities in the South Bay was required in furtherance of the publicinterest, necessity and convenience.

h. Each Member, by and through its legislative body, independentlydetermined that the public interest, convenience and necessity requiredcreation of a joint powers authority to be known as the South Bay CitiesCouncil of Governments.

i. In the Spring of 1995, each Member, by and through its legislative bodyapproved the execution of the joint powers agreement by and on behalf ofeach such Member. Following execution by 10 of the Eligible PublicEntities, the South Bay Cities Council of Governments was formedeffective as of April 1, 1995. A Notice of Joint Powers Agreement wasfiled with the California Secretary of State as' of June 22, 1995, andassigned file number 1450.

j. In 1997, the Members determined that it would be advantageous to establisha formal, elected position of Vice-Chair (Finance) and circulated a SecondAmendment to Agreement Establishing the South Bay Cities Council ofGovernments (A Joint Powers Authority.) The Second Amendment wasapproved by 2/3 of the legislative bodies of the Members and becameeffective May 1, 1997. .

c:ldocumc-J\J9462\1ocals-lltel11plxngrpwiseI6-09 iRa -3r21proposed amcndment showing changcs.do~. ·_mmm_/05/28/98

I' I (' I

[

r Deleted: c:ldocuments and.: settingsladministratorldesktop\jpa

.: amended 2004.doc

k. In 2004, th<?_J~1_t?!~~<?I~_.-.f~!1h~~__~I?!~!!9.<?~__!h~_j<?j~LR9."yy~~~__~gr~~_I?!~!!Lt()::---<-i=D=e=le=te=d=:T========<establish a mechanism by which the total voting membership for quorum .---._.Formatted: Bullets and Numberingand voting purposes would consist only of Members not on inactive status. ..{Deleted: now desire to - "]

...------{Form;i:ted: Indent: Left: _36 pt JI. The Members now desire to further amend theioint powers agreement to··-------(Formatted: Bullets and Numbering)

add the County of Los Angeles as a Member

Section 2. Creation of Separate Legal Entity. A separate legal entity is created withinthe meaning of Section 6503.5 of the California Government Code; thisentity shall exercise its powers in accordance with the provisions of thisSecond Amended and Restated Agreement and applicable law.

Section 3. Name. The name of this separate legal entity shall be the South Bay CitiesCouncil of Governments ("Council").

Section 4. Purpose and Powers of the Council.

a. Purpose of Council. The purpose of the Council is to provide a vehicle forthe Members to engage voluntarily in regional and cooperative planningand coordination of government services and responsibilities, to assist theMembers in the conduct of their affairs. It is the express intent of themembers that the Council shall not possess the authority to compel anyMember to conduct any activity or to implement any plan or strategy thatthe Member does not wish to undertake (except for the payment of dues).The goal and intent of the Council is one of voluntary cooperation amongcities in the South Bay for the collective benefit of all.

b. Common Powers. The Council shall have, and may exercise, the followingpowers:

(1) Serve as an advocate in representing the Members of the South BayCities at the regional, state and federal levels on issues of importanceto the South Bay Cities;

(2) Serve as a forum for the review, consideration, study, developmentand recommendation of public policies and plans with subregional orregional significance;

(3) Assemble information helpful in the consideration of problemspeculiar to the Members;

c:\documc-J \J 9462\JocaJs- J\temp\x!lm:pwise\6-09 iRa -3r:ntproposed amendmcnt showing changcs.do~ __m m m/OS/28/98

, Deleted: c:\documents and;' settings\administrator\desktop\jpa

/ amended 2004.doc

t; \.

( (

(4) Employ Member resources or presently-existing, single-purposepublic/private groups to carry out its programs and projects;

(5) Explore practical avenues for voluntary intergovernmentalcooperation, coordination and action in the interest of local publicwelfare and improving the administration of governmental services;

(6) Assist in coordinating subregional planning efforts and in resolvingconflicts among the cities in the South Bay as they work towardachieving planning goals;

(7) Build a consensus among the Members on the implementation ofpolicies and programs for addressing subregional and regionalissues;

(8) Serve as a mechanism for obtaining regional, state, and federalgrants to assist in financing the expenditures of the Council;

(9) Make and enter into contracts, including contracts for the services ofengineers, consultants, planners, attorneys and single purposepublic/private groups;

(10) Employ agents, officers and employees;

(11) Apply for, receive and administer a grant or grants under anyregional, state, or federal program;

(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, orimprovements; and

(14) Delegate some or all of its powers to the Executive Director asprovided below.

c. Exercise of Powers. The Council shall, in addition, have all implied powersnecessary to perform its functions. It shall exercise its powers only in amanner consistent with the provisions of applicable law, this SecondAmended and Restated Agreement and the Bylaws. For the purposes ofdetermining the restrictions to be imposed on the Council in its manner of

, Deleted: c:\documents and,: settings\administrator\desktop\ipa

,/ amended 2004.doc

c:\documc-] \19462\locals-l\temp\XIlGJ:pwise\6-09 iRa -3r41proposed amendment showing changes.do£,.m m_/OS/28/98

Section 5.

exercising its powers pursuant to Government Code Section 6509, referenceshall be made to, and the Council shall observe, the restrictions imposedupon the City of Lomita.

Creation of Governing Board and General Assembly.

a. Creation of Governing Board. A Governing Board for the Council("Governing Board") is created to conduct the affairs of the Council. TheGoverning Board shall be constituted as follows:

(1) Designation of Governing Board Representatives. The city councilf}x_!h~_M<:Lx~~_OfJ_~~_M~Y5?!.A~_~Q.~ll~~5?!J.~~g.J?Y_!h~_M~~~~~:~.gh~.~~!.,.__.--'--{ Oeleted:legislativebodyordinances or rules) of each of the !illLMembers shall in writingdesignate one person as the Member's representative on theGoverning Board ("Governing Board Representative"). The Boardof Supervisors of the County of Los Angeles shall designate themembers of the Board from the 2~~..?}!.~...1.:I~.~.l}]5~!.\:'!~g!.i.<:LLQ~~~!.i,~!~..<!~_.,--.-·'>=o=e=le=te=d=:D=i=stn='c=t==========<its representatives on the Governing Board. .-'::::. Formatted:Superscript

,,{Formatted:SuperscriptDesignation of Alternate Governing Board Representatives. The £itycouncil.~.~.!h~.M.<:LX~~_(!fJh~.M~YQ!..i.~.~Q.~llt_~Q!J_~~~.~Y_!h~_M~~~~~:~._.-·----{~o_e_le_te_d: --,charter, ordinances or rules) of each of the ~Members shalldesignate one or more persons to serve as the Member's alternaterepresentative on the Governing Board ("Alternate Governing BoardRepresentative"). The Supervisors from the 2.~~.~I}_~.1h_~~IR~!.vj?~.1:i~L_-----{Formatted:SuperscriptDistricts shall each designate their chief of staff or a senior staff , ..... { Formatted:Superscriptperson from .th~.i.~:p.ffi~~..,!-?.~~~~..~~l~l}.tt_s_f\,-!~!-,!.<!!~..g.q.\:'~I:~.~l!_g_,~~a-,:~._,.._-.. ·->=[ O=e=le=te=d=:==========<Representatives. ·····'·[~o_e_le_te_d_: ---'

(2)

(3) Eligibility. No person shall be eligible to serve as a GoverningBoard Representative or Alternate Governing Board Representativeunless that person is, at all times during the tenure of that person as aGoverning Board Representative or Alternate Governing BoardRepresentative, a member of the legislative body of one of theappointing Members, except for Ll!~~__~9_~'}!!Y..~f...!:-Q~.. -,~~g~-,.C:?~._,----··{>=o=e='e=te=d=:'======~Alternate.,(J~\,erni11K _.B.~al:d__.IZ~pre_se_nt<lti\,e_s:._.. _~J!Q!.M.. <i1.1Y...P'~!.~9.1}..."''''i>=o=e=le=te=d=:T======~serving on the Governing Board fail to maintain the status required """{,-o_e_le_te_d_: ------'by this Section 5, that person's position on the Governing Boardshall be deemed vacated as of the date such person ceases to qualifypursuant to the provisions of this Section 5, and the Member shall beentitled to appoint a qualified replacement. , Oeleted:c:ldocumentsand

. settingstadministrntondesktop'jpaamended2004.doc

c:ldocul11c-1\ J946Z\locaJs- JItcl11R1xllliIPwisel6-09 ipa -3rliJ Rroposed amendment showing changes.do~ .. .... ... /OS/28/98

( (

b. Creation of General Assembly. A General Assembly for the Council("General Assembly") is created to discuss issues and makerecommendations to the Governing Board. All elected officials of thelegislative bodies of all Members shall be members of the GeneralAssembly. The Chair of the Governing Board shall be the Chair of theGeneral Assembly. A General Assembly may be called by the Chair of theGoverning Board or by a majority of the Governing Board representatives.

Section 6. Use of Public Funds and Property. The Council shall be empowered toutilize for its purposes, public and/or private funds, property and otherresources received from the Members and/or from other sources. Whereapplicable, the governing Board of the Council may permit one or more ofthe Members to provide in-kind services, including the use of property, inlieu of devoting cash to the funding of the Council's activities.

Section 7. Functioning of Governing Board.

a. Voting and Participation. Through its Governing Board Representative,each Member may cast only one vote for each issue before the GoverningBoard. An Alternate Governing Board Representative may vote in theproceedings of the Governing Board only in the absence of that Member'sGoverning Board Representative. A Governing Board Representative orAlternate Governing Board Representative seated on the Governing Boardshall be entitled to participate and vote on matters pending before theGoverning Board only if such person is physically present at the meeting ofthe Governing Board and if the Member which that Governing BoardRepresentative or Alternate Governing Board Representative represents isnot on inactive status (as defined in Section 21.b of this Second Amendedand Restated Agreement).

b. Proxy Voting. No absentee ballot or proxy shall be permitted.

c. Quorum. A quorum of the Governing Board shall consist of not less thanfifty percent (50%) plus one (1) of its total voting membership (as definedin Section 21.b of this Second Amended and Restated Agreement).

d. Committees. As needed, the Governing Board may create permanent or adhoc advisory committees to give advice to the Governing Board on suchmatters as may be referred to such committees by the Governing Board. Allcommittees shall have a stated purpose before they are formed. Standingcommittees shall remain in existence until they are dissolved by theGoverning Board. Ad hoc committees shall be dissolved upon completion

c:\documc-I\19462\locals-l\temp\XllID:pwise\6-09 iRa -3Iii proRosed amendment showing changes.do~ __m_m __mm/OS/28/98

, Deleted: c:ldocuments and,: settingsladministratorldesktop\ipa

,/ amended 2004.doc

of their designated functions. Committees; unless otherwise provided bylaw, this Third Amended and Restated Agreement, the Bylaws or bydirection of the Governing Board, may be composed of representatives tothe Governing Board and nonrepresentatives to the Governing Board.

e. Actions. Actions taken by the .Governing Board shall be by not lessthan fifty percent (50%) plus one (1) of the voting representatives of theGoverning Board which are present with a quorum in attendance, unless bya provision of applicable law, this Third Amended and Restated Agreement,the Bylaws or by direction of the Governing Board, a higher number ofvotes is required to carry a particular motion.

Section S. Duties of the Governing Board. The Governing Board shall be deemed, forall purposes, the policy making body of the Council. All of the powers ofthe Council, except as may be expressly delegated to others pursuant to theprovisions of applicable law, this Third Amended and Restated Agreement,the Bylaws or by direction of the Governing Board, shall be exercised byand through the Governing Board.

Section 9. Roberts Rules of Order. The substance of Roberts Rules of Order shallapply to proceedings of the Governing Board, except as may otherwise beprovided by provisions of applicable law, this Third Amended and RestatedAgreement, the Bylaws or by direction of the Governing Board.

Section 10. Meetings of Governing Board. The Governing Board shall, by means of theadoption of Bylaws, establish the dates and times of regular meetings of theGoverning Board. The location of each such meeting shall be as directedby the Governing Board.

Section 11. Election of Chair and Vice-Chairs. The Chair of the Governing Board shallconduct all meetings of the Governing Board and perform such other dutiesand functions as required of such person by provisions of applicable law,this Third Amended and Restated Agreement, the Bylaws or by direction ofthe Governing Board. The 15t Vice-Chair shall serve as Chair in theabsence of the Chair and shall perform such duties as may be required byprovisions of applicable law, this Third Amended and Restated Agreement,the Bylaws, or by the direction of the Governing Board or the Chair. The 2nd

Vice-Chair shall serve as Chair in the absence of the Chair and the 15t Vice-Chair and shall perform such duties as may be required by provisions ofapplicable law, this Third Amended and Restated Agreement, the Bylaws,or by the direction of the GoverningBoard or the Chair. In addition, the 2nd

Vice-Chair shall supervise the Treasurer in the performance of the duties

c;ldocumc-1 \ I946211ocals- Iltcmp\xI2grpwiscI6-09 ipa -3r'il proposed amendment showing changcs.do<;.. _ _ _OS/28/98

, Deleted: c:ldocuments and. settingsladministratorldesktop\jpa

amended 2004.doc

( (

assigned to him or her by Section 14 of the Third Amended and RestatedAgreement.

A Governing Board Representative shall be elected annually to the positionof Chair of the Governing Board, a second Governing Board Representativeshall be elected to the position of l " Vice-Chair of the Governing Boardand a third Governing Board Representative shall be elected to the positionof 2nd Vice-Chair of the Governing Board, at the first regular meeting of theGoverning Board held in June of each calendar year. The terms of officeof the Chair, 1st Vice-Chair and 2nd Vice-Chair shall commence on July 1and expire of the succeeding June 30.

Ifthere is a vacancy, for any reason, in the position of Chair, I" Vice-Chairor 2nd Vice-Chair, the Governing Board shall forthwith conduct an electionand fill such vacancy for the unexpired term of such prior incumbent.

Section 12. Executive Director. The Governing Board may appoint by a vote of fiftypercent (50%) plus one (1) of the total voting membership a qualifiedperson to be Executive Director, on any basis it desires including, but notlimited to, a contract or employee basis. The Executive Director shall beneither a Governing Board Representative, nor an Alternate GoverningBoard Representative, nor an elected official of any Eligible Public Entity(as defined in Section 21(c) of this Third Amended and RestatedAgreement). The Executive Director shall be the chief administrativeofficer of the Council. The Executive Director shall receive suchcompensation as may be fixed by the Governing Board. The ExecutiveDirector shall serve at the pleasure of the Governing Board and may berelieved from such position at any time, without cause, by a vote of fiftypercent (50%) plus one (1) of the total voting membership of the GoverningBoard taken at a regular, adjourned regular or special meeting of theGoverning Board. The Executive Director shall perform such duties as maybe imposed upon that person by the provisions of applicable law, this ThirdAmended and Restated Agreement, the Bylaws, or by the direction of theGoverning Board.

Section 13. Designation of Treasurer and Auditor. The Governing Board shall, in.accordance with applicable law, designate a qualified person to act as theTreasurer of the Council. The compensation, if any, of a person or personsholding the office of Treasurer shall be set by the Governing Board.

Section 14. Duties of Treasurer and Auditor. The person holding the position ofTreasurer of the Council shall have charge of the depositing and custody of

c:ldOCUll1C-.l119462\1oca!s-lltell10IxllillPwiseI6-09 ipa -31& proposed amendment showing changcs.doG-m mm/OS/28/98

, Deleted: c:ldocuments and. settingsladministratorldesktop\jpa

amended 2004.doc

all funds held by the Council. The Treasurer shall perform such otherduties as may be imposed by provisions of applicable law, including thoseduties described in Section 6505.5 of the Government Code, and suchduties as may be required by the Governing Board. The Governing Boardmay engage a qualified person to assist the Treasurer in the performance ofhis or her duties ..

Section 15. Designation of Other Officers and Employees. The Governing Board mayappoint or employ such other officers or employees as it deems appropriateand necessary to conduct the affairs of the Council.

Section 16. Obligations of Council. The debts, liabilities and obligations of the Councilshall be the debts, liabilities or obligations of the Council alone. NoMember of the Council shall be responsible, directly or indirectly, for anyobligation, debt or liability of the Council, whatsoever.

Section 17. Control and Investment of Council Funds. The Governing Board shalladopt a policy for the control and investment of its funds and shall requirestrict 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 thepurpose of authorizing the Council to implement, manage and administerarea-wide and regional programs in the interest of the local public welfare.The costs incurred by the Council in implementing a program, includingindirect costs, shall be assessed only to those Members who are parties tothat Implementation Agreement.

Section 19. Term. The Council created pursuant to this Third Amended and RestatedAgreement shall continue in existence until such time as this ThirdAmended and Restated Agreement is terminated. This Third Amended andRestated Agreement may not be terminated except by an affirmative vote ofnot less than fifty percent (50%) plus one (1) of the then total votingmembership of the Governing Board.

Section 20. Application of Laws to Council Functions. The Council shall comply withall applicable laws in the conduct of its affairs, including, but not limited to,the Ralph M. Brown Act. (Section 54950 et seq., of the Government Code.)

Section 21. Members.

c:\documc-I \ I9462\locals-l \temn\XlllllPwisc\6-09 jpa -3rt! proposed amendmcnt showing changcs.do~ /05/28/98

, Deleted: c:ldocuments nnd. settingslndministrntorldesktop\ipn

nmended 2004.doc

( (

a. Withdrawal. A member may withdraw from the Council by filing itswritten notice of withdrawal with the Chair of the Governing Board 60 daysbefore the actual withdrawal. Such a withdrawal shall be effective at 12:00o'clock a.m. on the last day of that 60-day period. The withdrawal of aMember shall not in any way discharge, impair or modify the voluntarily-assumed obligations of the withdrawn Member in existence as of theeffective date of its withdrawal. Withdrawal of a Member shall not affectthe remaining Members. A withdrawn Member shall not be entitled to thereturn of any funds or other assets belonging to the Council, until theeffective date of termination of this Third Amended and RestatedAgreement, except that a withdrawn Member shall be entitled to the balanceof the annual dues paid for the year by that Member which were intendedfor the remaining part of that year. Withdrawal from any ImplementationAgreement shall not be deemed withdrawal from the Council.

b. Total Voting Membership/Inactive Status. The total voting membershipshall consist of all Members, except those that have withdrawn or are onInactive Status. A Member will be placed on Inactive Status if either of thefollowing events occurs:

(1) Non-Payment of Dues. If a Member fails to pay dues within threemonths of the annual dues assessment as required under Section 23of this Third Amended and Restated Agreement and the Bylaws, andafter a 30-day written notice is provided to that Member, theMember shall be deemed to be suspended from this Third Amendedand Restated Agreement and the Council. When a Member issuspended, no representative of that Member shall participate or voteon the Governing Board. Such a Member shall be readmitted onlyupon the payment of all dues then owed by the Member, includingdues incurred prior to the suspension and during the suspension.

(2) Failure to Attend Meetings. If a Member is not represented by itsGoverning Board Representative or Alternate Governing BoardRepresentative for three consecutive regular meetings of theGoverning Board, that Member will be placed on Inactive Statusuntil such time as its Governing Board Representative or AlternateGoverning Board Representative next attends a regular meeting ofthe Governing Board.

c. Admitting Eligible Public Entities. Eligible public entities whose names areset forth on Exhibit C to this Third Amended and Restated Agreement("Eligible Public Entities") shall be admitted to the Council by 1) adopting

c:ldocumc-.1 11946211ocals-l ItemplxllliIPwiseI6-0l) iRa -3d<flRroposed amendment showing chamrcs.do""um_u /OS/28/98

, Deleted: c:ldocuments and,/ settingslndministrntorldesktop\jpn

,/ amended 2004.doc

this Third Amended and Restated Agreement by a majority vote of thelegislative body of the Eligible Public Entity and 2) properly signing thisThird Amended and Restated Agreement. An Eligible Public Entity may beadmitted regardless of whether it adopted and signed this Third Amendedand Restated Agreement before or after the Effective Date (as defined inSection 28 of this Third Amended and Restated Agreement). No vote of theGoverning Board shall be required to admit an Eligible Public Entity.

d. Admitting Additional Members. Additional Members who are not EligiblePublic Entities may be admitted to the Council upon an affirmative vote ofnot less than fifty percent (50%) plus one (1) of the total voting membershipof the Governing Board provided that such a proposed new Member is acity whose jurisdiction, or part thereof, lies immediately adjacent to one ormore of the Eligible Public Entities. Admission shall be subject to suchterms and conditions as the Governing Board may deem appropriate.

Section 22. Non-Interference with Function of Members. The Governing Board shallnot take any action that constitutes an interference with the exercise oflawful powers by a Member ofthe Council.

Section 23. Limitation of Liability. All agreements entered into by the Council shallcontain a limitation of liability provision, providing that, except asvoluntarily assumed by a particular Member, Members shall not be liable toemployees, contractors and other third parties.

Section 24. Dues of members. The Members of the Council shall be responsible for thepayment to the Council, annually, of dues in the amounts periodicallybudgeted by the Governing Board, as and for the operating costs of theCouncil ("Dues"), as provided in the Bylaws.

Section 25. Disposition of Assets. Upon termination of this Third Amended andRestated Agreement, after the payment of all obligations of the Council, anyassets remaining shall be distributed to the Members in proportion to thethen obligation of those Members' obligation to participate in the fundingof the Council.

Section 26. Amendment. This Third Amended and Restated Agreement may beamended at any time with the consent of two-thirds (2/3) of all of thelegislative bodies of the Members.

c:ldocumc-I\]94621]oca]s-] Itcmplx]l£rpwiscI6-09 iDa -3dd proposed amendment showing changcs.do£.. n •••••••• /

OS/28/98

, Deleted: c:\documcnts nnd. settingstadministratoridesktop'jpa

nmended 2004.doc

c (

Section 27. Incorporation by· Reference. Each Exhibit to this Third Amended andRestated Agreement.is incorporated into the agreement by this reference, asthough it were fully set forth in the body of the agreement.

Section 28. Effective Date. The effective date ("Effective Date") of this ThirdAmended and Restated Agreement shall be the first day of the first monthfollowing the date on which two-thirds (2/3) of the legislative bodies of theMembers adopt and sign this Third Amended and Restated Agreement.

That the Members of this Third Amended and Restated Agreement have caused .this agreement to be executed on their behalf, respectively, as follows:

c:\documc-I \1 9462\locals-l \tcmp\xlillrp-wise\6-09 iRa -3da proposed amendment showing chtmgcs.doq.m __m_m_m_:,'OS/28/98

, Deleted: c:\documents and. settings\administrator\desktop\jpa

amended 2004.doc

The City of Carson hereby approves the Joint Powers Agreement adopted by the SouthBay Cities Council of Governments at theJ1Jn_~)5_,_2.oQ9.__~~~~~L~1~_~t~~g:mm m m (Deleted: September23,2004

Mayor, City of Carson'

Date: --------------------

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

Deleted: c:ldocuments andsettingslndministratorldesktop\jpaamended 2004.doc

c:\docul11c-1\ 19462\1ocals- 1\tcI11R\XllliIPwise\6-09 jpa -3dffiproposed amendment showing changcs.do(;,.. . _... _m./OS/28/98

( (

The City of Gardena hereby approves the Joint Powers Agreement adopted by the SouthBay Cities Council of Governments at the1!t!I_~~)?':_~_QQ9-__~~~~~.M~_~t!~g:_ -[Deleted: September 23. 2004

Mayor, City of Gardena

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

, Deleted: c:ldocuments and. settingsladministrntorldesktop\jpn

amended 2004.doc

c:ldocumc-I \ 19462\1ocals-1 ItemplxllliIPwisel6-09 jpa -3d<JIproposed amendment showing changes.doc;, .... ... /OS/28/98

The City of EI Segundo hereby approves the Joint Powers Agreement adopted by theSouth Bay Cities Council of Governments at thelu[J~2~,~()0.9_J?_<?_~r~J~1_~~~~l!g:w /---( Deleted: September 23, 2004

Mayor, City of EI Segundo

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

Deleted: c:ldocuments andsettingsladministratorldesktop\jpnamended 2004.doc

c:\documc-I\19462\locals-l \tcmp\xnm:pwise\6-09 jpa -3d(j proposed amendment showing changes.doc;. m /

OS/28/98

( (

The City of Hawthorne hereby approves the Joint Powers Agreement adopted by theSouth Bay Cities Council of Governments at theJtlrlE)~_~:)O_9_9J?.<?_~t4_M.t!~_~i_I)g: /--.( Deleted: September 23, 2004

Mayor, City of Hawthorne

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

, Deleted: c:ldocuments and,: settingsladministratorldesktop\jpa

amended 2004.doc

c:\doCUl11c-1 \19462\locals-1 \t(!I11[l\X[2J~IPwise\6-()9iRa -3dtdipro[losed amendment showing changes.doG,m __m __m /OS/28/98

The City of Hermosa Beach hereby approves the Joint Powers Agreement adopted by theSouth Bay Cities Council of Governments at the.Jtll1e_2_5~)().o.9_J?g_'!-~4_M~~_~i}lg: --./{ Deleted: September 23. 2004

Mayor, City of Hermosa Beach

Date: _

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

Deleted: c:ldocuments andsettingsvadministratondesktop'jpaamended 2004.doc

c:\docume-I \19462\locals-l \temp\XIll~rpwise\6-09 jpa -3d& proposed amendment showing changcs.doG, /05/28/98

( cThe City of Inglewood hereby approves the Joint Powers Agreement adopted by theSouth Bay Cities Council of Governments at the~JtJf1~_2_~~:~o.O_?__~_<?_~t4_M_<:?~_~~I)g: m • __ .-.-{ Deleted: September 23, 2004

Mayor, City of Inglewood

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

, Deleted: c:ldocuments and,: settingsladministrntorldesktop\jpn

./ amended 2004.doc

c:\documc-I \19462\locals-l\temp\x!)£[pwise\6-09 iRa -3dtSproposed amendment showing changes.do~m.m m ./

OS/28/98

The City of Lawndale hereby approves the Joint Powers Agreement adopted by the SouthBay Cities Council of Governments at the,.Tlln.e.~S.~.2.0Q?J:~5?~~(:lJ~{I.~.<,?~~~g:mm.m..... m.m.h .>: /.( Deleted: September 23, 2004

Mayor, City of Lawndale

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

Deleted: c:ldocuments andsettingsladministratorldesktopljpaamended 2004.doc

c:\doCUlllc-1 \ 19462\locals-1 \tCllln\XlllrrPwise\6-09 ina -3ddJproposed amendment showing changes.dot;.. m.m __ ••• /

OS/28/98

,I "

( (

The City of Lomita hereby approves the. Joint Powers Agreement adopted by the SouthBay Cities Council of Governments at thellll~e~5_L2.o()~__~~~~.M~_<?t~~g:__._m 'm { Deleted:September23,2004

Mayor, City of Lomita

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

, Deleted: c:ldocuments and,: settingsladministratorldesktop\jpa

amended 2004.doc

c:\docume-I \19462\locals-l\tcmp\xP-lllpwise\6-09 ipa -300p-ffiPosed amendment showing changes.doG, /OS/28/98

The City of Los Angeles hereby approves the Joint Powers Agreement adopted by theSouth Bay Cities Council of Governments at theJtll1tl_2_5~)()O_9__~g_~r4_M_~tl~i}-!g:w w._._.---( Deleted: September 23, 2004

Mayor, City of Los Angeles

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

Deleted: c:ldocuments andsettingsladministratorldesktop\jpaamended i004.doc

c:\documc-I\19462\locals-l \temp'\x!)g[pwise\6-09 jpa -3Ed proposed amendment showing changcs.do~_n ..... m ••• w/OS/28/98

( (

The City of Manhattan Beach hereby approves the Joint Powers Agreement adopted bythe South Bay Cities Council of Governments at thelul1~}?)".2.QQ9.""~~~~~".M~"~!!p:g."__"_""_"__------(Deleted: September 23. 2004

Mayor, City of Manhattan Beach

Date: _

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

Deleted: c:\documents andsettings\administrator\desktop\jpaamended 2004.doc

c:\doCUl11c-1\19462\1ocals-l\tel11p\xllliIPwise\6-09 jpa -3i1LP.proposedamendment showing changcs.do~_m /05/28/98

The City of Palos Verdes Estates hereby approves the Joint Powers Agreement adoptedby the South Bay Cities Council of Governments at thei1Jlle__2~~.?Og.9J~.().~~.4.M~~.t.i.I!K__..... /·"'-( Deleted: September 23, 2004

Mayor, City of Palos Verdes Estates

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

Deleted: c:ldocuments nndsettingsladministrntorldesktop\ipaamended 2004.doc

c:\doCUl11c-1\1 9462\loca]s-1 \tcmp\xnm:pwise\6-09 ina -3i1iJlproposed amendment showing changcs.doc",. m _, m _./

OS/28/98

( (

The City of Rolling Hills hereby approves the Joint Powers Agreement adopted by theSouth Bay Cities Council of Governments at theJ.lJn~_2_~:)9.9_9--':3_()_~t4_M.I?~~tl}_K. -----{ Deleted: September 23, 2004

Mayor, City of Rolling Hills

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

Deleted: c:ldocuments andsettingslndministratorldesktop\jpaamended 2004.doc

c:\documc-I \19462\locals-l \tcmn\XlllllPwise\6-09 iRa -3i11lproposed amendment showing changes.do~ .. mm ..m_m/OS/28/98

The City of Rolling Hills Estates hereby approves the Joint-Powers Agreement adopted bythe South Bay Cities Council of Governments at theJun.e}5.' __2()()~_~~~~<JM~_t'?H!!g. .. -..---{ Deleted: September 23, 2004

Mayor, City of Rolling Hills Estates

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

Deleted: c:\documents andsettings\administrator\desktop\ipaamended 2004.doc

c:ldocumc-I 11946211ocals-1 Itcmnlxf11llPwiseI6-09 ipa -3M' proposed amendment showing chan!!es.do~. . _m •• _./

05/28/98

( (

The City of Rancho Palos Verdes hereby approves the Joint Powers Agreement adopted .r--~----'----...,by the South Bay Cities Council of Governments at thelu!~~J5:'?9.0c9J~.<?~~.4.M~~.~i.l!g: __.----·(Deleted: September23,2004

Mayor, City of Rancho Palos Verdes

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

Deleted: c:\documents andsettings'administratoridesktop'jpaamended 2004.doc

c:\docullle-1 II 9462\1ocals-lltelllpIXP-lllpwiseI6-09 inn -3lMiprol2osed amendment showing changcs.do"" /05/28/98

The City of Redondo Beach hereby approves the Joint Powers Agreement adopted by theSouth Bay Cities Council of Governments at the.Jtln~.2.5~)9.0.?J?9_~r4J~1.~~~i.t:J:R.._.__. ...__.__-_.----.(Deleted: September 23, 2004

Mayor, City of Redondo Beach

Date:

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

Deleted: c:ldocuments nndsettingslndministrntorldesktop\jpaamended 2004.doc

c:\documc-I \1 9462\locals-· J \tcmp\xlllllPwise\6-09 jpa -3i1CY proposed amendment showing changes.doc,._m. mum .. ._/OS/28/98

( (

The City of Torrance hereby approves the Joint Powers Agreement adopted by the South·1 Bay Cities Council of Governments at thet!lln.<?)?_:lOQ~J~.<?~~~.M~_t?~J~g: """_"""""_-------1 Deleted: September 23, 2004

Mayor, City of Torrance

Date: ------------------

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

, Deleted: c:ldocuments and,: settingslndministrntorldesktop\jpn

,/ amended 2004.doc

c:\docull1c-.I \19462\locals-l\tell1p\xlllllPwise\6-09 iRa -3i11SproRosed amendmcnt showing changes.do,," ... m.m •• m •• /

OS/28/98

The County of Los Angeles hereby approves the Joint Powers Agreement adopted by theSouth Bay Cities Council of Governments at thetLl!!~~_?_~_,)Q9?l?o_a!dJ~1_(;)~ttl~R'm u_.--.···-f Deleted: September 23, 2004

Chair, Los Angeles County Board of Supervisors

Date:

ATTEST:

Clerk of the Board

APPROVED AS TO FORM:

County Counsel

c:\docume-] \ 19462\]ocals-l \temp\XIw:pwise\6-09 ipa -3Ed)proposed amendment showing changcs.doCO-m_u u .:'

OS/28/98

Deleted: c:ldocuments andsettingsladministrntorldesktop\jpaamended 2004.doc

.g~~~g!! M§l.t:Jh~!!~}!J~_~.<!~_~ ----·-County of Los AngelesFL~~g~!!~~ _ _.__.. __.. __.. __ _.. _ _"-p'~J.C?~_Y~~~~_s)~~~~_~!~~._.. __. .__.. -.--.--· ~~~)atted:Spanish (Spain-ModernGardena Rancho Palos VerdesHawthorne Redondo BeachHermosa Beach Rolling HillsInglewood Rolling Hills EstatesLawndale TorranceLomitaLos Angeles (15th Council

District Representative)

( (

EXHIBIT A

[List of Member Agencies]

c:ldocumc-I 11946211ocals-l ItemplxllliIPwisel6-09 iRa -3MJproposed amendment showing ehanges.do.:;. nmmm,.:OS/28/98

Formatted: Spanish (Spain-ModernSort)

, Deleted: c:ldocuments and,: settingsladministratorldesktop\jpa

.: amended 2004.doc

.<::;~~~~!'!: 9!Y._<?t~~~_A~R~!~~ .>: ~~~)atted: Spanish(Spain-Modern

El Segundo Manhattan BeachGardena Palos Verdes EstatesHawthorne Rancho Palos VerdesHermosa Beach Redondo BeachInglewood Rolling HillsLawndale Rolling Hills EstatesLomita Torrance

EXHIDITB

[List of Member Agencies in South Bay Corridor JP A]

c:\documc-l \ 19462\locals-l \tcmn\XlillJ:Pwise\6-09 iRa -3&1proposed amendment showilig changes.do~ __u__u m u/OS/28/98

Deleted: c:ldocuments and ~settingsladministratorldesktop\ipaamended 2004.doc

l.i

(

EXHIBITC

[List of Eligible Public Entities]

Carson . Manhattan Beach / Formatted: Spanish (Spain-Modern,- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - -- - -- -- -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - -- - - - - - -.- Sort)EI Segundo Palos Verdes Estates '-"-'-""-_--,- -.-1

Gardena Rancho Palos VerdesHawthorne Redondo BeachHermosa Beach Rolling HillsInglewood Rolling Hills EstatesLawndale TorranceLomita County of Los AngelesLos Angeles (15th Council

District Representative)

Deleted: c;ldocllments andsettingsladministratorldesktop\ipaamended 2004.doc

c:\documc-! 119462\!ocaIs-l\tem[lIX]{gIpwise\6-09 iRa -3&1Rroposed amendment showing changcs.do~m_m_mm. __/OS/28/98