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Resolution No. 97081 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9708 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A FIRST RESTATED AND AMENDED JOINT EXERCISE OF POWERS AGREEMENT AMONG MEMBERS OF THE SOUTHEAST CITIES SCHOOLS COALITION, FORMERLY THE SOUTHEAST LOCAL EDUCATIONAL AUTHORITY WHEREAS, the City of Vernon (the "City") is a municipal corporation and a chartered city of the State of California organized and existing under its Charter and the Constitution of the State of California; and WHEREAS, on September 5, 2006, the City Council of the City adopted Resolution No. 9115 approving a Joint Exercise of Powers Agreement (the "Original JPA") with the Cities of Bell, Cudahy, Huntington Park, Maywood and South Gate (collectively, the "Southeast Cities"), creating the Southeast Local Educational Authority for the purpose of focusing the common powers and resources of the Southeast Cities to effectuate an improvement in the levels of education of their presidents; and WHEREAS, the Mayors and Council Members of the Southeast Cities are committed to advancing the standard of living of their residents, promoting education achievement of their residents, fighting for greater educational opportunities for their residents and lobbying for greater educational resources for their residents from the Los Angeles Unified School District and the State of California; and WHEREAS, the Mayors and Council Members of the Southeast Cities recognize their legal powers as cities and their resources to commence to provide for the educational achievement and educational opportunities of their residents; and 1 2 3 4 5 6 1 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 WHEREAS, the Southeast Cities desire to amend the Original JPA (i) to change the name to the Southeast Cities Schools Coalition (the "Authority"); (ii) to enhance the powers of the Authority to enable it to be in the best position to affect the educational achievement and educational opportunities of residents; (iii) to modify various provisions to permit the Authority to function as a city; and. (iv) to modify other provisions respecting the operation of the Authority; and WHEREAS, pursuant to California Government Code Section 6500 et seq., the City is authorized to enter into an agreement with one or more other public agencies to jointly exercise any power common to the contracting parties and to create an agency or entity which is separate from the parties to administer the agreement; and WHEREAS, the City Council does not by this resolution relinquish any of its duly constituted powers to regulate and govern its own territory, to require franchises from any railroad which may Icross its territory, or to regulate the streets and highways within the (City; and WHEREAS, the City Council of the City desires to enter into a First Restated and Amended Joint Exercise of Powers Agreement of the Authority (the "Amended JPA") with the Southeast Cities. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby finds and declares that the actions authorized hereby constitute a - 2 - 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 valid exercise of the powers of the City under the laws of the State of California and under the Charter of the City of Vernon. SECTION 3: The City Council of the City of Vernon hereby approves the First Restated and Amended Joint Exercise of Powers Agreement of the Authority with the Southeast Cities, in substantially the form attached hereto as Exhibit A and incorporated by reference. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Amended JPA for, and on behalf of, the City of Vernon and the City Clerk is hereby lauthorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to make whatever nonsubstantive, administrative and/or text changes, upon advice of counsel, to the documents relating to the Amended JPA. SECTION 6: The City Administrator, or his designee, is hereby authorized and directed to take all actions and do all things (necessary or desirable hereunder with respect to the Authority, including but not limited to, the execution and delivery of any an all agreements, certificates, instruments and other documents which they, or any of them, may deem necessary or desirable and not inconsistent with the purposes of this Resolution. SECTION 7: In accordance with Section 2.4 of the Amended JPA, the City Council of the City of Vernon hereby appoints W. Michael McCormick as its representative on the Board of Directors of said Authority, and appoints William Davis as the alternate member, each with the power to vote in all actions of said board and to report to the City Council thereon. Said appointments shall be effective until the death, resignation, disqualification or subsequent removal by the - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 City Council of such representative. SECTION 8: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send one (1) executed signature page of the Amended JPA to: Southeast Cities Schools Coalition c/o Jimmy Gutierrez, Esq. Gutierrez & Vera, LLP 12616 Central Avenue Chino, CA 91710 SECTION 9: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 8th day of September, 2008. ATT MA UELA GIRON, ity Clerk Name: Leonis . Malburg Title: Mayor / M - 4 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9708, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, September 8, 2008, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. 1 (SEAL) MANUELA GIRON, Fity Clerk - 5 - IM 6,4. 11 JOINT EXERCISE OF POWERS AGREEMENT SOUTHEAST CITIES SCHOOLS COALITION (First Restated and Amended) This Joint Exercise of Powers Agreement ("Agreement") is made and entered into by and among the City of Bell ("Bell"), the City of Cudahy ("Cudahy"), the City of Huntington Park ("Huntington Park"), the City of Maywood ("Maywood"), the City of South Gate ("South Gate") and the City of Vernon ("Vernon"), hereafter collectively referred to as "the Members" and individually referred to as "Member." WITNESSETH WHEREAS, the Members are charter and general law cities located within the southeast area of Los Angeles County and the public schools serving their residents are operated by the Los Angeles Unified School District ("LAUSD")• WHEREAS, the exercise of the powers of each Member, both express and implied, and the contribution of municipal resources of each Member to advance and effectuate the education of the residents of each Member are public purposes. WHEREAS, the Members desire to enhance the educational achievement and expand the educational opportunities of their residents in and through the public schools serving their residents and such other educational institutions that exist or may exist, whether public or private and whether within or outside of their jurisdictional boundaries. WHEREAS, each Member is authorized to contract with each other for the joint exercise of their common powers under Article 1, Chapter 5, Division 7, Title 1 of the Government Code known as the Joint Exercise of Powers Act. WHEREAS, the Members believe that it is now appropriate and necessary to create a new agency for the purpose of facilitating the achievement of their common goals regarding the educational needs of their residents. NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions. Unless the context otherwise requires, the words and terms defined in this Article I shall, for the purpose hereof, have the tunings herein specified. Document No. 19213v2 "Act" means Chapter 5, Division 7, Title 1, of the Government Code known as the Joint Exercise of Powers Act. "Agreement" means this Joint Exercise of Powers Agreement. "Alternate" means the individual appointed by a Member who may act as a Director when the Director appointed by the Member is unavailable. "Authority" means the Southeast Cities Schools Coalition. "Board" means the Board of Directors of the Authority referred to in Section 2.4. "City Clerk" means the city clerk of any of the Members. "Coalition" also means the Southeast Cities Schools Coalition. "Director" means a Council Member appointed by a Member to serve on the Board. "Finance Director" means a finance director of any of the Members. "Fiscal Year" means the period from July 1st to and including the following June 30th. "Legislature" means the Assembly or the Senate of the State of California. "Mayor" means the mayor of each of the Members. "Member" means Bell, Cudahy, Huntington Park, Maywood, South Gate or Vernon. "Secretary" means the Secretary of the Authority appointed pursuant to Section 3.1. "State" means the State of California. "Treasurer" means the Treasurer of the Authority appointed pursuant to Section 3.2. ARTICLE II CREATION AND PURPOSE OF AUTHORITY Section 2.1. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the Southeast Cities Schools Coalition, a joint powers authority ("Authority" or "Coalition"). The Authority shall be a public entity separate from the Members and each of them. The debts, liabilities and obligations of the Authority shall be the debts, liabilities and obligations of the Authority alone and not of the Members or of any Member. The Authority also shall be responsible for the administration of this Agreement. Document No. 19213v2 2 Section 2.2. Pu ose. The purpose of the Authority is the joint exercise of the powers held in common by the Members, expressed or implied, in order to advance, effectuate or promote the educational achievement and the educational. opportunities of the residents of each Member within the jurisdictional boundaries of all of the Members. Section 2.3. Mem_ bership. The Members of the Authority or Coalition are the cities that have executed this Restated and Amended Agreement and such other cities that adopt this Agreement, as amended from time to time. Section 2.4. Board of Directors. The Authority shall be governed by a Board of Directors (`Board") comprised of one Council Member from each Member ("Director"). The City Council of each Member shall designate, by resolution or minute action, one of its own members to the Board and such other of its members as alternates to the Board in the event that its designated member cannot attend a meeting of the Board. Each Director so appointed shall hold office on the Board at the pleasure of the City Council making the appointment. Each Director so appointed shall take and subscribe to the oath of office required by the California Constitution before he or she may hold the office of Director. The Board shall retain all powers of the Authority provided that the Board may delegate its executive and administrative powers and functions. Section 2.5. Meetings of the Board. (a) Regular Meetings. The Board shall meet once a month and provide for at least twelve regular meetings each year unless otherwise amended by a resolution or ordinance of the Board. The place, date and time of such regular meetings shall be fixed by resolution or ordinance of the Board, a copy of which shall be filed with the City Clerk of each Member. All meetings of the Board shall be conducted pursuant to the Ralph M. Brown Act commencing with section 54950 of the Government Code. Section 2.6. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director and the City Clerk of each Member. Section 2.7. Voting Power. Each Member shall have one vote which shall be exercised by its Director at a Meeting of the Board. Each Director present at a meeting of the Board shall vote yes or no on all motions before the Board; and any vote of abstention shall constitute a yes _vote on the matter upon _which the vote -is --cast. Section 2.8. Quorum and Required Votes for Any Action. Directors holding a majority of the votes shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least four Directors present at any meeting at which a quorum is present shall be required to take any action by the Board. Section 2.9. Exercise of Powers. The Board of Directors shall exercise the powers of the Authority by a majority vote of the Members at a regular or special meeting, or through its duly adopted ordinances, resolutions, minute actions and contracts, or through the actions of its Document No. 19213v2 3 chief executive officer, as set forth in the Board's duly adopted ordinances, resolutions or contracts describing the authority, duties and functions of the chief executive officer. ARTICLE III OFFICERS AND EMPLOYEES Section 3.1. Chairperson. Vice -Chairperson and Secretary. The Board shall appoint one Director to be Chairperson of the Board. The Board shall appoint another Director to be Vice Chairperson of the Board. The Board shall appoint, according to the rotation of its meetings, a City Clerk to be Secretary of the Board. Said Officers shall be appointed at the Board's organizational meeting, which shall be the final meeting in the month of June. Said Officers shall perform the duties normal to said offices. The Chairperson shall sign all ordinances, resolutions and contracts on behalf of the Authority, unless a resolution of the Board shall provide otherwise, and shall perform such other duties as may be imposed by the Board. The Vice -Chairperson shall sign all ordinances, resolutions and contracts and perform all of the Chairperson's duties in the absence of the Chairperson. The Secretary shall countersign all ordinances, resolutions and contracts signed by the Chairperson or Vice Chairperson on behalf of the Authority, unless a resolution of the Board shall provide otherwise, and perform such other duties as may be imposed by the Board. Section 3.2. Ex-Officio Member. The Board may appoint the area superintendent of the Los Angeles Unified School District to the Board as an ex-officio member. Such member shall be seated with the Board and may participate at all of the meetings of the Board except that said member shall not vote nor participate in any closed session. Section 3.3. Treasurer. Pursuant to section 6505.5 of the Act, the Treasurer of South Gate is appointed the Treasurer and Controller of the Authority until the Board appoints replacements by resolution. The Treasurer shall be the depositary, shall have custody of all of the accounts, funds and money of the Authority from whatever source, shall have the duties and obligations set forth in section 6505.5 of the Act and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. Section 3.4. Auditor. The Board shall designate an independent certified public accountant to serve as Auditor and to perform a financial audit of the accounts and records of the Authority_ and such other duties as specified by the Act and -the Board. The_Board__shall cause copies thereof to be filed with the Los Angeles County Auditor and each Member within six (6) months of the end of every fiscal year or within six (6) months the end of every two fiscal years by unanimous request of the Board. Section 3.5. Chief Executive Officer. The Board shall appoint and employ a chief executive officer (CEO) who shall perform such executive and administrative duties, functions and powers as may be prescribed by the Board by ordinance, contract or both. Document No. 19213v2 4 Section 3.6. Legal Advisor. The Board shall have the power to appoint the legal advisor of the Authority who shall perforin such duties as may be prescribed by the Board. Section 3.7. Other Employees. The Board shall have the power by resolution to appoint and employ such other employees or hire such consultants and independent contractors as it may deem necessary. Section 3.8. Privileges and Immunities. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to the officers, agents or employees of the Authority to the same degree and extent while engaged in the performance of any of the functions and ether duties of such officers agents or employees under this Agreement. None of the officers, agents, or employees appointed or employed by the Board or the Authority shall be deemed to be employed by any Member or subject to any of the requirements of any such Member. ARTICLE IV POWERS Section 4.1. General Powers. The Authority shall exercise the powers common to the Members that are convenient or necessary to accomplish the purpose of this Agreement. Section 4.2. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts convenient or necessary for the exercise of its powers, including but not limited to, any or all of the following: (a) to make and enter into contracts; (b) to employ agents or employees; (c) to sue and be sued in its own name; (d) to incur debts, liabilities or obligations including the issuance of revenue bonds, notes and other instruments of indebtedness as authorized by the Act; (e) to apply for, receive and utilize grants, loans and other aids from any agency of the United States of America or of the State or from any other source; (f) to contract for services of accountants, attorneys, engineers and consultants; (g) to adopt ordinances, resolutions and regulations; (h) to receive gifts, contributions and donations of funds, property, services and other forms of financial assistance from any governmental entity, corporation or person; and Document No. 19213v2 (i) to acquire, hold, dispose of real and personal property. ARTICLE V FINANCIAL AFFAIRS Section 5.1. Fiscal Year. The Authority shall operate on a fiscal year basis, beginning July 1 of each year and continuing through June 30 of the following year. Section 5.2. Accounts. The receipt, transfer and disbursements of all funds of the Authority shall be accounted for in accordance with generally accepted accounting principles applicable to governmental agencies. The books and records of the Authority shall be open to inspection by the Members and their representatives during business hours. Section 5.3. Financial Statements and Audits. The Treasurer shall maintain the financial records of the Authority and shall prepare an annual financial statement. The records of the Authority shall be audited annually by an independent certified public accountant appointed by the Board as set forth in Section 4.1 hereof. Copies of the auditor's report and opinion of the Authority's financial statements shall be submitted to the Board and to the legislative body of each Member by October 31 of each year and filed with the Los Angeles County Auditor and each Member. Section 5.4. Financial Commitments. Each Member agrees to allocate funds to the Authority sufficient for its operation on an annual basis as determined by the Members. Section 5.5. Bonding. The Board shall require any officer or employee of the Authority with the responsibility for the receipt, investment and disbursement of Authority funds to furnish a fidelity bond. If the officer or employee is covered by an existing bond that can be extended to cover his or her functions under this Agreement, then no further bond shall be required. The premium of any such bond shall be an appropriate expense of the Authority. Section 5.6. Insurance and Indemnification. The Authority shall acquire such insurance as it deems necessary to protect the interests of the Authority, Members, Directors and employees including general liability, director liability, employer liability and workers compensation insurance. The Authority a _ -also shall provide- the defense _and --indemnity of its Directors, officers and employees as set forth in Part 7 of Division 3.6 of Title 1 of the Government Code commencing with section 995. ARTICLE VI TERM Section 6.1. Term. The term of this Agreement shall continue from December 7, 2007, the date of the filing of the Notice of Joint Powers Agreement, and shall continue until it is Document No. 19213v2 6 terminated by the adoption of a resolution to that effect by a majority of the Members. Section 6.2. Effective Date. This Restated and Amended Agreement shall become effective on the date so declared by a resolution of the Board provided that it has been approved by each Member and executed by the Mayor of each Member. Thereupon, the Authority shall cause a Notice of Joint Powers Agreement to be filed with the Secretary of State and the Los Angeles County Clerk. Section 6.3. Disposition of Assets. Upon termination of this Agreement, all property of the Authority, both real and personal, shall be distributed among the Members on a prorated basis according to each Member's monetary contributions to the Authority during the three years preceding the termination. ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.1. Entire Agreement. This Agreement constitutes the entire Joint Powers Agreement among the Members and supersedes any prior oral or written agreement or understanding of the Members pertaining to the same subject matter. Section 7.2. Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to: CITY OF BELL Attention: City Manager 6330 Pine Avenue Bell, California 90201 CITY OF CUDAHY Attention: City Manager 5220 Santa Ana Street P.O. Box 1007 Cudahy, California 90201 CITY OF HUNTINGTON PARK Attention: City Manager 6550 Miles Avenue Huntington Park, California 90255 CITY OF MAYWOOD Attention: City Manager 4319 E. Slauson Avenue Maywood, California 90270 Document No. 19213v2 7 CITY OF SOUTH GATE Attention: City Manager 8650 California Avenue South Gate, California 90280 CITY OF VERNON Attention: City Manager 4305 Santa Fe Avenue Vernon, California 90058 Section 7.3. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State, and is to be so construed. Section 7.4. Amendments. This Agreement may be amended at any time but only by an agreement approved by the City Council of each Member and signed by the Mayor of its Member. Section 7.5. Severability. Should any part, term or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby and shall be valid and enforceable. Section 7.6. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of any Members. No Member may assign any right or obligation hereunder without the written consent of the other Members. Section 7.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, all of which, together, shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized and their official seals be hereto affixed, on the day and year set opposite the name of each of the parties. Document No. 19213v2 8 Dated: ATTEST: Manuela Giron , City Clerk APPROVED AS TO FORM: Jeff A. Harrison , City Attorney CITY OF VERNON Leonis C . Malburg , Mayor Document No. 19213v2 14 _AK; — . 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 September 23, 2008 Southeast Cities Schools Coalition c/o Jimmy Gutierrez, Esq. Gutierrez & Vera, LLP 12616 Central Avenue , Chino, CA 91710 Re: Southeast Cities Schools Coalition Joint Exercise of Powers Agreement Dear Mr. Gutierrez: Transmitted herewith are six original partially executed signature pages and one partially -executed original of the above -referenced agreement, approved by City Council on September 8, 2008, through Resolution.No. 9708. Please ensure that a fully executed copy of the agreement is returned to the undersigned. If you have any questions regarding this matter, please call Mr. Jeff Harrison, at (323) 583-8811 ext. 173. Very truly yours, Nel y Giron City Clerk NG:dr c: Resolution No. 9708 Agreement No. 08-087 EXclusively Industrial Dated: CITY OF VERNON -z:�l. �"�/-yam' �,,�, Leonis C. Malbu ,Mayo ATTEST: Manuela Giron , ity lerk APPROVED AS TO FORM: r 4JA.frison ,City Attorney Document No. 19213v2 14 JOINT EXERCISE OF POWERS AGREEMENT SOUTHEAST CITIES SCHOOLS COALITION (First Restated and Amended) This Joint Exercise of Powers Agreement ("Agreement') is made and entered into by and among the City of Bell ("Bell"), the City of Cudahy ("Cudahy"), the City of Huntington Park ("Huntington Park"), the City of Maywood ("Maywood"), the City of South Gate ("South Gate") and the City of Vernon ("Vernon"), hereafter collectively referred to as "the Members" and individually referred to as "Member." WITNESSETH WHEREAS, the Members are charter and general law cities located within the southeast area of Los Angeles County and the public schools serving their residents are operated by the Los Angeles Unified School District ("LAUSD")• WHEREAS, the exercise of the powers of each Member, both express and implied, and the contribution of municipal resources of each Member to advance and effectuate the education of the residents of each Member are public purposes. WHEREAS, the Members desire to enhance the educational achievement and expand the educational opportunities of their residents in and through the public schools serving their residents and such other educational institutions that exist or may exist, whether public or private and whether within or outside of their jurisdictional boundaries. WHEREAS, each Member is authorized to contract with each other for the joint exercise of their common powers under Article 1, Chapter 5, Division 7, Title 1 of the Government Code known as the Joint Exercise of Powers Act. WHEREAS, the Members believe that it is now appropriate and necessary to create a new agency for the purpose of facilitating the achievement of their common goals regarding the educational needs of their residents. NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions. Unless the context otherwise requires, the words and tenns defined in this Article I shall, for the purpose hereof, have the tunings herein specified. Document No, 19213v2 "Act" means Chapter 5, Division 7, Title 1, of the Government Code known as the Joint Exercise of Powers Act. "Agreement" means this Joint Exercise of Powers Agreement. "Alternate" means the individual appointed by a Member who may act as a Director when the Director appointed by the Member is unavailable. "Authority" means the Southeast Cities Schools Coalition. "Board" means the Board of Directors of the Authority referred to in Section 2.4. "City Clerk" means the city clerk of any of the Members. "Coalition" also means the Southeast Cities Schools Coalition. "Director" means a Council Member appointed by a Member to serve on the Board. "Finance Director" means a finance director of any of the Members. "Fiscal Year" means the period from July 1st to and including the following June 301h. "Legislature" means the Assembly or the Senate of the State of California. "Mayor" means the mayor of each of the Members. "Member" means Bell, Cudahy, Huntington Park, Maywood, South Gate or Vernon. "Secretary" means the Secretary of the Authority appointed pursuant to Section 3.1. "State" means the State of California. "Treasurer" means the Treasurer of the Authority appointed pursuant to Section 3.2. ARTICLE II CREATION AND PURPOSE OF AUTHORITY Section 2.1. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the Southeast Cities Schools Coalition, a joint powers authority ("Authority" or "Coalition"). The Authority shall be a public entity separate from the Members and each of them. The debts, liabilities and obligations of the Authority shall be the debts, liabilities and obligations of the Authority alone and not of the Members or of any Member. The Authority also shall be responsible for the administration of this Agreement. Document No. 19213v2 2 Section 2.2. Pu ose. The purpose of the Authority is the joint exercise of the powers held in common by the Members, expressed or implied, in order to advance, effectuate or promote the educational achievement and the educational opportunities of the residents of each Member within the jurisdictional boundaries of all of the Members. Section 2.3. Membership. The Members of the Authority or Coalition are the cities that have executed this Restated and Amended Agreement and such other cities that adopt this Agreement, as amended from time to time. Section 2.4. Board of Directors. The Authority shall be governed by a Board of Directors ("Board") comprised of one Council Member from each Member ("Director"). The City Council of each Member shall designate, by resolution or minute action, one of its own members to the Board and such other of its members as alternates to the Board in the event that its designated member cannot attend a meeting of the Board. Each Director so appointed shall hold office on the Board at the pleasure of the City Council making the appointment. Each Director so appointed shall take and subscribe to the oath of office required by the California Constitution before he or she may hold the office of Director. The Board shall retain all powers of the Authority provided that the Board may delegate its executive and administrative powers and functions. Section 2.5. Meetings of the Board. (a) Regular Meeting. The Board shall meet once a month and provide for at least twelve regular meetings each year unless otherwise amended by a resolution or ordinance of the Board. The place, date and time of such regular meetings shall be fixed by resolution or ordinance of the Board, a copy of which shall be filed with the City Clerk of each Member. All meetings of the Board shall be conducted pursuant to the Ralph M. Brown Act commencing with section 54950 of the Government Code. Section 2.6. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director and the City Clerk of each Member. Section 2.7. Voting Power. Each Member shall have one vote which shall be exercised by its Director at a Meeting of the Board. Each Director present at a meeting of the Board shall vote yes or no on all motions before the Board; and any vote of abstention shall constitute a yes _vote on_the _matter upon_which, the vote_is__cast. Section 2.8. Quorum and Required Votes for Any Action. Directors holding a majority of the votes shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least four Directors present at any meeting at which a quorum is present shall be required to take any action by the Board. Section 2.9. Exercise of Powers. The Board of Directors shall exercise the powers of the Authority by a majority vote of the Members at a regular or special meeting, or through its duly adopted ordinances, resolutions, minute actions and contracts, or through the actions of its Document No. 19213v2 chief executive officer, as set forth in the Board's duly adopted ordinances, resolutions or contracts describing the authority, duties and functions of the chief executive officer. ARTICLE III OFFICERS AND EMPLOYEES Section 3.1. Chairperson, Vice -Chairperson and Secretary. The Board shall appoint one Director to be Chairperson of the Board. The Board shall appoint another Director to be Vice Chairperson of the Board. The Board shall appoint, according to the rotation of its meetings, a City Clerk to be Secretary of the Board. Said Officers shall be appointed at the Board's organizational meeting, which shall be the final meeting in the month of June. Said Officers shall perform the, duties normal to said offices. The Chairperson shall sign all ordinances, resolutions and contracts on behalf of the Authority, unless a resolution of the Board shall provide otherwise, and shall perform such other duties as may be imposed by the Board. The Vice -Chairperson shall sign all ordinances, resolutions and contracts and perform all of the Chairperson's duties in the absence of the Chairperson. The Secretary shall countersign all ordinances, resolutions and contracts signed by the Chairperson or Vice Chairperson on behalf of the Authority, unless a resolution of the Board shall provide otherwise, and perform such other duties as may be imposed by the Board. Section 3.2. Ex-Officio Member. The Board may appoint the area superintendent of the Los Angeles Unified School District to the Board as an ex-officio member. Such member shall be seated with the Board and may participate at all of the meetings of the Board except that said member shall not vote nor participate in any closed session. Section 3.3. Treasurer. Pursuant to section 6505.5 of the Act, the Treasurer of South Gate is appointed the Treasurer and Controller of the Authority until the Board appoints replacements by resolution. The Treasurer shall be the depositary, shall have custody of all of the accounts, funds and money of the Authority from whatever source, shall have the duties and obligations set forth in section 6505.5 of the Act and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. Section 3.4. Auditor. The Board shall designate an independent certified public accountant to serve as Auditor and to perform a financial audit of the accounts and records of the Authority_ and such other duties as specified by__the Act and .the Board.__ _The_Board_shall cause -- copies thereof to be filed with the Los Angeles County Auditor and each Member within six (6) months of the end of every fiscal year or within six (6) months the end of every two fiscal years by unanimous request of the Board. Section 3.5. Chief Executive Officer. The Board shall appoint and employ a chief executive officer (CEO) who shall perform such executive and administrative duties, functions and powers as may be prescribed by the Board by ordinance, contract or both. Document No. 19213v2 4 Section 3.6. Legal Advisor. The Board shall have the power to appoint the legal advisor of the Authority who shall perform such duties as may be prescribed by the Board. Section 3.7. Other Employees. The Board shall have the power by resolution to appoint and employ such other employees or hire such consultants and independent contractors as it may deem necessary. Section 3.8. Privileges and Immunities. All of the privileges and immunities from liability, exemption from laws, ordinances and rules,- all pension, relief, disability, workers' compensation and other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to the officers, agents or employees of the Authority to the same degree and extent while engaged in the performance of any of the functions and ether duties of such officers agents or employees under this Agreement. None of the officers, agents, or employees appointed or employed by the Board or the Authority shall be deemed to be employed by any Member or subject to any of the requirements of any such Member. ARTICLE IV POWERS Section 4.1. General Powers. The Authority shall exercise the powers common to the Members that are convenient or necessary to accomplish the purpose of this Agreement. Section 4.2. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts convenient or necessary for the exercise of its powers, including but not limited to, any or all of the following: (a) to make and enter into contracts; (b) to employ agents or employees; (c) to sue and be sued in its own name; (d) to incur debts, liabilities or obligations including the issuance of revenue bonds, notes and other instruments of indebtedness as authorized by the Act; (e) to apply for, receive and utilize grants, loans and other aids from any agency of the United States of America or of the State or from any other source; (f) to contract for services of accountants, attorneys, engineers' and consultants; (g) to adopt ordinances, resolutions and regulations; (h) . to receive gifts, contributions and donations of funds, property, services and other forms of financial assistance from any governmental entity, corporation or person; and Document No. 19213v2 5 (i) to acquire, hold, dispose of real and personal property. ARTICLE V FINANCIAL AFFAIRS Section 5.1. Fiscal Year. The Authority shall operate on a fiscal year basis, beginning July 1 of each year and continuing through June 30 of the following year. Section 5.2. Accounts. The receipt, transfer and disbursements of all funds of the Authority shall be accounted for in accordance with generally accepted accounting principles applicable io governmental agencies. The books and records of the Authority shall be open to inspection by the Members and their representatives during business hours. Section 5.3. Financial Statements and Audits. The Treasurer shall maintain the financial records of the Authority and shall prepare an annual financial statement. The records of the Authority shall be audited annually by an independent certified public accountant appointed by the Board as set forth in Section 4.1 hereof. Copies of the auditor's report and opinion of the Authority's financial statements shall be submitted to the Board and to the legislative body of each Member by October 31 of each year and filed with the Los Angeles County Auditor and each Member. Section 5.4. Financial Commitments. Each Member agrees to allocate funds to the Authority sufficient for its operation on an annual basis as determined by the Members. Section 5.5. Bondina. The Board shall require any officer or employee of the Authority with the responsibility for the receipt, investment and disbursement of Authority funds to furnish a fidelity bond. If the officer or employee is covered by an existing bond that can be extended to cover his or her functions under this Agreement, then no further bond shall be required. The premium of any such bond shall be an appropriate expense of the Authority. Section 5.6. Insurance and Indemnification. The Authority shall acquire such insurance as it deems necessary to protect the interests of the Authority, Members, Directors and employees including general liability, director liability, employer liability and workers compensation_ insurance._ The _Authority _also shall provide -.for the defenseand--indemnity of -its-.- ------ - ---- - Directors, officers and employees as set forth in Part 7 of Division 3.6 of Title 1 of the Government Code commencing with section 995. ARTICLE VI TERM Section 6.1. Term. The term of this Agreement shall continue from December 7, 2007, the date of the filing of the Notice of Joint Powers Agreement, and shall continue until it is Document No. 19213v2 terminated by the adoption of a resolution to that effect by a majority of the Members. Section 6.2. Effective Date: This Restated and Amended Agreement shall become effective on the date so declared by a resolution of the Board provided that it has been approved by each Member and executed by the Mayor of each Member. Thereupon, the Authority shall cause a Notice of Joint Powers Agreement to be filed with the Secretary of State and the Los Angeles County Clerk. Section 6.3. Disposition of Assets. Upon termination of this Agreement, all property of the Authority, both real and personal, shall be distributed among the Members on a prorated basis according to each Member's monetary contributions to the Authority during the three years preceding the termination. ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.1. Entire Agreement. This Agreement constitutes the entire Joint Powers Agreement among the Members and supersedes any prior oral or written agreement or understanding of the Members pertaining to the same subject matter. Section 7.2. Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to: CITY OF BELL Attention: City Manager 6330 Pine Avenue Bell, California 90201 CITY OF CUDAHY Attention: City Manager 5220 Santa Ana Street P.O. Box 1007 Cudahy, California 90201 CITY OF HUNTINGTON PARK Attention: City Manager 6550 Miles Avenue Huntington Park, California 90255 CITY OF MAYWOOD Attention: City Manager 4319 E. Slauson Avenue Maywood, California 90270 Document No. 19213v2 7 CITY OF SOUTH GATE Attention: City Manager 8650 California Avenue South Gate, California 90280 CITY OF VERNON Attention: City Manager 4305 Santa Fe Avenue Vernon, California 90058 Section 7.3. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State, and is to be so construed. Section 7.4. Amendments. This Agreement may be amended at any time but only by an agreement approved by the City Council of each Member and signed by the Mayor of its Member. Section 7.5. Severability. Should any part, term or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby and shall be valid and enforceable. Section 7.6. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of any Members. No Member may assign any right or obligation hereunder without the written consent of the other Members. Section 7.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, all of which, together, shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized and their official seals be hereto affixed, on the day and year set opposite the name of each of the parties. Document No. 19213v2 8 Dated: 9// -;�-Xox CITY OF VERNON Leonis C . Malb g ATTEST: Manuela Giron , Cit Clerk APPROVED AS TO FORM: Jeff/ a HaVrtson , City Attorney Document No. 19213v2 14 f c X z' December 11, 2008 Southeast Cities Schools Coalition c/o Jimmy Gutierrez, Esq. Gutierrez & Vera; LLP 12616 Central Avenue Chino, CA 91710 Re: Southeast Cities Schoolsalition First Restated and Amended Joint Exercise of Powers Agreem nt Dear Mr. Gutierrez: Transmitted herewith Y an original executed signature page of the above -referenced agre ment, approved by City Council on December 1, 2008, through Resolu,ion No. 9781. If you have any qu�stions regarding this matter, please call Mr. Jeff Harrison, at (323) 583-8811 ext. 173. Very truly your', Nelly Giron City Clerk NG:dr c: Resolution No. 9781 Agreement No. 08-121 I■ 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9781 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A FIRST RESTATED AND AMENDED JOINT EXERCISE OF POWERS AGREEMENT AMONG MEMBERS OF THE SOUTHEAST CITIES SCHOOLS COALITION, FORMERLY THE SOUTHEAST LOCAL EDUCATIONAL AUTHORITY WHEREAS, the City of Vernon (the "City") is a municipal corporation and a chartered city of the State of California organized and existing under its Charter and the Constitution of the State of California; and WHEREAS, on September 5, 2006, the City Council of the City adopted Resolution No. 9115 approving a Joint Exercise of Powers Agreement (the "Original JPA") with the Cities of Bell, Cudahy, Huntington Park, Maywood and South Gate (collectively, the "Southeast Cities"), creating the Southeast Local Educational Authority for the purpose of focusing the common powers and resources of the Southeast Cities to effectuate an improvement in the levels of education of their residents; and WHEREAS, the Mayors and Council Members of the Southeast Cities are committed to advancing the standard of living of their residents, promoting education achievement of their residents, fighting for greater educational opportunities for their residents and lobbying for greater educational resources for their residents from the Los Angeles Unified School District and the State of California; and WHEREAS, the Mayors and Council Members of the Southeast Cities recognize their legal powers as cities and their resources to (commence to provide for the educational achievement and educational lopportunities of their residents; and 1 2 3 4 62 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, on September 8, 2008, the City Council of the City of Vernon adopted Resolution No. 9708 approving a First Restated and Amended JPA (i) to change the name to the Southeast Cities Schools Coalition (the "Authority"); (ii) to enhance the powers of the Authority to enable it to be in the best position to affect the educational achievement and educational opportunities of residents; (iii) to modify various provisions to permit the Authority to function as a city; and (iv) to modify other provisions respecting the operation of the Authority; and WHEREAS, subsequent to Vernon's adoption, further amendments were proposed to permit a Member City to withdraw from the Coalition and to give the Authority the right to remove a Member; and WHEREAS, the Authority has submitted a second revised JPA incorporating the additional changes to the Original JPA; and WHEREAS, pursuant to California Government Code Section 6500 et seq., the City is authorized to enter into an agreement with one or more other public agencies to jointly exercise any power common to the contracting parties and to create an agency or entity which is separate from the parties to administer the agreement; and WHEREAS, the City Council does not by this resolution relinquish any of its duly constituted powers to regulate and govern its own territory, to require franchises from any railroad which may cross its territory, or to regulate the streets and highways within the City; and WHEREAS, the City Council of the City desires to enter into a (First Restated and Amended Joint Exercise of Powers Agreement of the Authority (the "Amended JPA") with the Southeast Cities, to repeal Resolution No. 9708 and to rescind the agreement approved therein. - 2 - 1 2 3 4 5 6 7 8 9 10 13 14 15 16 17 18 19 20 21 22 23 24 25 26 00M WE NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true (land correct. SECTION 2: The City Council of the City of Vernon hereby �Ifinds and declares that the actions authorized hereby constitute a valid exercise of the powers of the City under the laws of the State of California and under the Charter of the City of Vernon. SECTION 3: The City Council of the City of Vernon hereby repeals Resolution No. 9708 and rescinds its approval of the First Restated and Amended Joint Exercise of Powers Agreement approved September 8, 2008. SECTION 4: The City Council of the City of Vernon hereby approves the First Restated and Amended Joint Exercise of Powers Agreement of the Authority with the Southeast Cities, in substantially the form attached hereto as Exhibit A and incorporated by reference. SECTION 5: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Amended JPA for, and on behalf of, the City of Vernon and the City Clerk or Deputy City Clerk is hereby authorized to attest thereto. SECTION 6: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to make whatever nonsubstantive, administrative and/or text changes, upon advice of counsel, to the documents relating to the Amended JPA. SECTION 7: The City Administrator, or his designee, is hereby authorized and directed to take all actions and do all things necessary or desirable hereunder with respect to the Authority, - 3 - 1 including but not limited to, the execution and delivery of any an all 2 agreements, certificates, instruments and other documents which they, 3 or any of them, may deem necessary or desirable and not inconsistent 4 with the purposes of this Resolution. 5 SECTION 8: In accordance with Section 2.4 of the Amended 6 JPA, the City Council of the City of Vernon hereby appoints W. Michael 7 McCormick as its representative on the Board of Directors of said 8 Authority, and appoints William Davis as the alternate member, each 9 with the power to vote in all actions of said board and to report to 10 the City Council thereon. Said appointments shall be effective until 11 the death, resignation, disqualification or subsequent removal by the 12 City Council of such representative. 13 SECTION 9: The City Council of the City of Vernon hereby 14 directs the City Clerk, or her designee, to send one (1) executed 15 signature page of the Amended JPA to: 16 Southeast Cities Schools Coalition c/o Jimmy Gutierrez, Esq. 17 Gutierrez & Vera, LLP 18 12616 Central Avenue Chino, CA 91710 19 20 SECTION 10: The City Clerk of the City of Vernon shall 21 certify to the passage of this resolution, and thereupon and thereafter 22 the same shall be in full force and effect. 23 APPROVED AND ADOPTED this lst day of December, 2008. 24 t 25 malburg Name: Leonis C- 26 Title: Mayor / Mayer - Dr^_mom 27 AT T S 28 MANUELA GIRON, 'ty Clerk 4 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9781, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, December 1, 2008, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. MANUELA GIRON, City Clerk (SEAL) - 5 - EXHIBIT A JOINT EXERCISE OF POWERS AGREEMENT SOUTHEAST CITIES SCHOOLS COALITION (First Restated and Amended) This Joint Exercise of Powers Agreement ("Agreement") is made and entered into by and among the City of Bell ("Bell"), the City of Cudahy ("Cudahy"), the City of Huntington Park ("Huntington Park"), the City of Maywood ("Maywood"), the City of South Gate ("South Gate") and the City of Vernon ("Vernon"), hereafter collectively referred to as "the Members" and individually referred to as "Member." WITNESSETH WHEREAS, the Members are charter and general law cities located within the southeast area of Los Angeles County and the public schools serving their residents are operated by the Los Angeles Unified School District ("LAUSD"); WHEREAS, the exercise of the powers of each Member, both express and implied, and the contribution of municipal resources of each Member to advance and effectuate the education of the residents of each Member are public purposes. WHEREAS, the Members desire to enhance the educational achievement and expand the educational opportunities of their residents in and through the public schools serving their residents and such other educational institutions that exist or may exist, whether public or private and whether within or outside of their jurisdictional boundaries. WHEREAS, each Member is authorized to contract with each other for the joint exercise of their common powers under Article 1, Chapter 5, Division 7, Title 1 of the Government Code known as the Joint Exercise of Powers Act. WHEREAS, the Members believe that it is now appropriate and necessary to create a new agency for the purpose of facilitating the achievement of their common goals regarding the educational needs of their residents. NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions. Unless the context otherwise requires, the words and terms defined in this Article I shall, for the purpose hereof, have the tunings herein specified. Document No. 19213v2 "Act" means Chapter 5, Division 7, Title 1, of the Government Code known as the Joint Exercise of Powers Act. "Agreement" means this Joint Exercise of Powers Agreement. "Alternate" means the individual appointed by a Member who may act as a Director when the Director appointed by the Member is unavailable. "Authority" means the Southeast Cities Schools Coalition. "Board" means the Board of Directors of the Authority referred to in Section 2.4. "City Clerk" means the city clerk of any of the Members. "Coalition" also means the Southeast Cities Schools Coalition. "Director" means a Council Member appointed by a Member to serve on the Board. "Finance Director" means a finance director of any of the Members. "Fiscal Year" means the period from July 1st to and including the following June 30tn "Legislature" means the Assembly or the Senate of the State of California. "Mayor" means the mayor of each of the Members. "Member" means Bell, Cudahy, Huntington Park, Maywood, South Gate or Vernon. "Secretary" means the Secretary of the Authority appointed pursuant to Section 3.1. "State" means the State of California. "Treasurer" means the Treasurer of the Authority appointed pursuant to Section 3.2. ARTICLE II CREATION AND PURPOSE OF AUTHORITY Section 2.1. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the Southeast Cities Schools Coalition, a joint powers authority ("Authority" or "Coalition"). The Authority shall be a public entity separate from the Members and each of them. The debts, liabilities and obligations of the Authority shall be the debts, liabilities and obligations of the Authority alone and not of the Members or of any Member. The Authority also shall be responsible for the administration of this Agreement. Document No. 19213Q 2 Section 2.2. Purpose. The purpose of the Authority is the joint exercise of the powers held in common by the Members, expressed or implied, in order to advance, effectuate or promote the educational achievement and the educational opportunities of the residents of each Member within the jurisdictional boundaries of all of the Members. Section 2.3. Membership. The Members of the Authority or Coalition are the cities that have executed this Restated and Amended Agreement and such other cities that adopt this Agreement, as amended from time to time. Section 2.4. Board of Directors. The Authority shall be governed by a Board of Directors ("Board") comprised of one Council Member from each Member ("Director"). The City Council of each Member shall designate, by resolution or minute action, one of its own members to the Board and such other of its members as alternates to the Board in the event that its designated member cannot attend a meeting of the Board. Each Director so appointed shall hold office on the Board at the pleasure of the City Council making the appointment. Each Director so appointed shall take and subscribe to the oath of office required by the California Constitution before he or she may hold the office of Director. The Board shall retain all powers of the Authority provided that the Board may delegate its executive and administrative powers and functions. Section 2.5. Meetings of the Board. (a) Regular Meetings. The Board shall meet once a month and provide for at least twelve regular meetings each year unless otherwise amended by a resolution or ordinance of the Board. The place, date and time of such regular meetings shall be fixed by resolution or ordinance of the Board, a copy of which shall be filed with the City Clerk of each Member. All meetings of the Board shall be conducted pursuant to the Ralph M. Brown Act commencing with section 54950 of the Government Code. Section 2.6. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director and the City Clerk of each Member. Section 2.7. VotingPower. ower. Each Member shall have one vote which shall be exercised by its Director at a Meeting of the Board. Each Director present at a meeting of the Board shall vote yes or no on all motions before the Board; and any vote of abstention shall constitute a yes vote on the matter upon which the vote is cast. Section 2.8. Quorum and Required Votes for AU Action. Directors holding a majority of the votes shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least four Directors present at any meeting at which a quorum is present shall be required to take any action by the Board. Section 2.9. Exercise of Powers. The Board of Directors shall exercise the powers of the Authority by a majority vote of the Members at a regular or special meeting, or through its duly adopted ordinances, resolutions, minute actions and contracts, or through the actions of its Document No. 19213v2 3 chief executive officer, as set forth in the Board's duly adopted ordinances, resolutions or contracts describing the authority, duties and functions of the chief executive officer. ARTICLE III OFFICERS AND EMPLOYEES Section 3.1. Chairperson, Vice -Chairperson and Secretary. The Board shall appoint one Director to be Chairperson of the Board. The Board shall appoint another Director to be Vice Chairperson of the Board. The Board shall appoint, according to the rotation of its meetings, a City Clerk to be Secretary of the Board. Said Officers shall be appointed at the Board's organizational meeting, which shall be the final meeting in the month of June. Said Officers shall perform the duties normal to said offices. The Chairperson shall sign all ordinances, resolutions and contracts on behalf of the Authority, unless a resolution of the Board shall provide otherwise, and shall perform such other duties as may be imposed by the Board. The Vice -Chairperson shall sign all ordinances, resolutions and contracts and perform all of the Chairperson's duties in the absence of the Chairperson. The Secretary shall countersign all ordinances, resolutions and contracts signed by the Chairperson or Vice Chairperson on behalf of the Authority, unless a resolution of the Board shall provide otherwise, and perform such other duties as may be imposed by the Board. Section 3.2. Ex-Officio Member. The Board may appoint the area superintendent of the Los Angeles Unified School District to the Board as an ex-officio member. Such member shall be seated with the Board and may participate at all of the meetings of the Board except that said member shall not vote nor participate in any closed session. Section 3.3. Treasurer. Pursuant to section 6505.5 of the Act, the Treasurer of South Gate is appointed the Treasurer and Controller of the Authority until the Board appoints replacements by resolution. The Treasurer shall be the depositary, shall have custody of all of the accounts, funds and money of the Authority from whatever source, shall have the duties and obligations set forth in section 6505.5 of the Act and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. Section 3.4. Auditor. The Board shall designate an independent certified public accountant to serve as Auditor and to perform a financial audit of the accounts and records of the Authority and such other duties as specified by the Act and the Board. The Board shall cause copies thereof to be filed with the Los Angeles County Auditor and each Member within six (6) months of the end of every fiscal year or within six (6) months the end of every two fiscal years by unanimous request of the Board. Section 3.5. Chief Executive Officer. The Board shall appoint and employ a chief executive officer (CEO) who shall perform such executive and administrative duties, functions and powers as may be prescribed by the Board by ordinance, contract or both. Document No. 19213v2 4 Section 3.6. Legal Advisor. The Board shall have the power to appoint the legal advisor of the Authority who shall perform such duties as may be prescribed by the Board. Section 3.7. Other Employ. The Board shall have the power by resolution to appoint and employ such other employees or hire such consultants and independent contractors as it may deem necessary. Section 3.8. Privileges and Immunities. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to the officers, agents or employees of the Authority to the same degree and extent while engaged in the performance of any of the functions and ether duties of such officers agents or employees under this Agreement. None of the officers, agents, or employees appointed or employed by the Board or the Authority shall be deemed to be employed by any Member or subject to any of the requirements of any such Member. ARTICLE IV POWERS Section 4.1. General Powers. The Authority shall exercise the powers common to the Members that are convenient or necessary to accomplish the purpose of this Agreement. Section 4.2. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts convenient or necessary for the exercise of its powers, including but not limited to, any or all of the following: (a) to make and enter into contracts; (b) to employ agents or employees; (c) to sue and be sued in its own name; (d) to incur debts, liabilities or obligations including the issuance of revenue bonds, notes and other instruments of indebtedness as authorized by the Act; (e) to apply for, receive and utilize grants, loans and other aids from any agency of the United States of America or of the State or from any other source; (f) to contract for services of accountants, attorneys, engineers and consultants; (g) to adopt ordinances, resolutions and regulations; (h) to receive gifts, contributions and donations of funds, property, services and other forms of financial assistance from any governmental entity, corporation or person; and Document No. 19213v2 5 (i) to acquire, hold, dispose of real and personal property. ARTICLE V FINANCIAL AFFAIRS Section 5.1. Fiscal Year. The Authority shall operate on a fiscal year basis, beginning July 1 of each year and continuing through June 30 of the following year. Section 5.2. Accounts. The receipt, transfer and disbursements of all funds of the Authority shall be accounted for in accordance with generally accepted accounting principles applicable to governmental agencies. The books and records of the Authority shall be open to inspection by the Members and their representatives during business hours. Section 5.3. Financial Statements and Audits. The Treasurer shall maintain the financial records of the Authority and shall prepare an annual financial statement. The records of the Authority shall be audited annually by an independent certified public accountant appointed by the Board as set forth in Section 4.1 hereof. Copies of the auditor's report and opinion of the Authority's financial statements shall be submitted to the Board and to the legislative body of each Member by October 31 of each year and filed with the Los Angeles County Auditor and each Member. Section 5.4. Financial Commitments. Each Member agrees to allocate funds to the Authority, sufficient for its operation on an annual basis as determined by the Members. Section 5.5. Bonding. The Board shall require any officer or employee of the Authority with the responsibility for the receipt, investment and disbursement of Authority funds to furnish a fidelity bond. If the officer or employee is covered by an existing bond that can be extended to cover his or her functions under this Agreement, then no further bond shall be required. The premium of any such bond shall be an appropriate expense of the Authority. Section 5.6. Insurance and Indemnification. The Authority shall acquire such insurance as it deems necessary to protect the interests of the Authority, Members, Directors and employees including general liability, director liability, employer liability and workers compensation insurance._ The Authority also shall provide for the defense and indemnity of its Directors, officers and employees as set forth in Part 7 of Division 3.6 of Title 1 of the Government Code commencing with section 995. ARTICLE VI Section 6.1. Term. The term of this Agreement shall continue from December 7, 2007, the date of the filing of the Notice of Joint Powers Agreement, and shall continue until it is Document No. 19213Q 6 terminated by the adoption of a resolution to that effect by a majority of the Members. Section 6.2. Withdrawal. Any Member may withdraw from the Coalition provided that the withdrawal consists of a duly adopted resolution of the City Council of the Member that is adopted no later than three (3) months prior to the end of the Coalition's fiscal year (June 30) and communicated to the Coalition no later than two (2) months prior to the Coalition's fiscal year. Any such withdrawal shall become effective on June 30 following the adoption of the resolution by the City Council of the withdrawing Member. Notwithstanding any such withdrawal, the withdrawing Member shall remain liable to the Coalition for any past due financial contributions to the Coalition. The withdrawing Member also shall remain liable to the Coalition for any other debts, liabilities and obligations for which it may be liable that arise from its membership in the Coalition during the period that the Member was a Member of the Coalition. Section 6.3. Removal. Upon a majority vote of the Board, a Member may be removed for any act or omission that the Board considers to be detrimental to the Coalition. Any such removal shall become effective on June 30 following the action of the Board to remove a Member. The Member so removed shall remain liable to the Coalition for any past due financial contributions to the Coalition. The Member so removed also shall remain liable to the Coalition for any other debts, liabilities and obligations for which it may be liable that arise from its membership in the Coalition during the period that the Member was a Member of the Coalition. Once a Member has been so removed, that removed Member may not withdraw pursuant to Section 6.2 hereof. Section 6.4. Effective Date. This Restated and Amended Agreement shall become effective on the date so declared by a resolution of the Board provided that it has been approved by each Member and executed by the Mayor of each Member. Thereupon, the Authority shall cause a Notice of Joint Powers Agreement to be filed with the Secretary of State and the Los Angeles County Clerk. Section 6.5. Disposition of Assets. Upon termination of this Agreement, all property of the Authority, both real and personal, shall be distributed among the Members on a prorated basis according to each Member's monetary contributions to the Authority during the three years preceding the termination. ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.1. Entire Agreement. This Agreement constitutes the entire Joint Powers Agreement among the Members and supersedes any prior oral or written agreement or understanding of the Members pertaining to the same subjectmatter. Document No. 19213v2 7 Section 7.2. Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to: CITY OF BELL Attention: City Manager 6330 Pine Avenue Bell, California 90201 CITY OF CUDAHY Attention: City Manager 5220 Santa Ana Street P.O. Box 1007 Cudahy, California 90201 CITY OF HUNTINGTON PARK Attention: City Manager 6550 Miles Avenue Huntington Park, California 90255 CITY OF MAYWOOD Attention: City Manager 4319 E. Slauson Avenue Maywood, California 90270 CITY OF SOUTH GATE Attention: City Manager 8650 California Avenue South Gate, California 90280 CITY OF VERNON Attention: City Manager 4305 Santa Fe Avenue Vernon, California 90058 Section 7.3. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State, and is to be so construed. Section 7.4. Amendments. This Agreement may be amended at any time but only by an agreement approved by the City Council of each Member and signed by the Mayor of its Member. Section 7.5. Severability. Should any part, term or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby and shall be valid and enforceable. Document No. 19213v2 8 Section 7.6. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of any Members. No Member may assign any right or obligation hereunder without the written consent of the other Members. Section 7.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, all of which, together, shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized and their official seals be hereto affixed, on the day and year set opposite the name of each of the parties. Document No. 19213v2 9 Dated: ATTEST: CITY OF VERNON , Mayor , City Clerk APPROVED AS TO FORM: , City Attorney Document No. 19213v2 15