Resolution No. 2023-003RESOLUTION NO. 2023-03
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
APPROVING, AUTHORIZING AND DIRECTING THE EXECUTION OF
THE JOINT EXERCISE OF POWERS AGREEMENT RELATING TO
MEMBERSHIP IN THE GATEWAY CITIES AFFORDABLE HOUSING
TRUST
SECTION 1. Recitals.
A. The City of Vernon (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.
B. The Gateway Cities Affordable Housing Trust (GCAHT) will be formed upon the
approval of at least three qualified members as a joint powers authority between cities
throughout the Gateway Cities subregion.
C. GCAHT was created for the purpose of funding housing specifically assisting
persons and families of extremely low, very low, low and moderate income within the
County of Los Angeles.
D. The City has determined that there are limited financial resources for affordable
housing development and that additional local financing increases the competitiveness of
individual projects for the State and Federal resources.
E. The City has determined that it is in the public interest and for the public benefit
that the City become a member of the GCAHT in order to further facilitate the
development of affordable housing in the City and throughout the region, including the
financing of projects therefore by the GCAHT.
F. The City will be joining other cities that are members of the GCAHT in efforts to
increase State and Federal resources for affordable housing directed to GCAHT.
G. The Agreement has been filed with the City, and the members of the City Council
of the City (City Council), with the assistance of its staff, have reviewed said document.
H. The GCAHT is authorized to issue grants and loans to developers for the purpose,
among others, of financing or refinancing the construction, acquisition and rehabilitation
of affordable housing.
I. The City anticipates that there will be affordable housing projects in need of
financing located in the City of Vernon.
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Resolution No. 2023-03
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF VERNON AS FOLLOWS:
SECTION 2. The City Council hereby finds 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 hereby authorizes the City’s membership in the
Gateway Cities Affordable Housing Trust (GCAHT).
SECTION 4. The City Council hereby approves the Joint Exercise of Powers
Agreement, in substantially the same form as attached hereto as Exhibit A.
SECTION 5. The adoption of this Resolution shall not obligate the City or any
department thereof to (i) provide any financing to acquire, construct or operate any Project
or any refinancing of any Project; (ii) approve any application or request for or take any
other action in connection with any planning approval, permit or other action necessary
for the acquisition, improvement, rehabilitation or operation of any Project; (iii) require any
contribution or advance any funds whatsoever to the GCAHT other than membership fees
for administrative costs; or (iv) except as provided in this Resolution, take any further
action with respect to the GCAHT or its membership therein.
SECTION 6. The City Council hereby authorizes the Mayor or Mayor Pro-Tem to
execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk is
hereby authorized to attest thereto.
SECTION 7. The City Council hereby instructs the City Administrator, or his
designee, to take whatever actions are deemed necessary or desirable for the purpose
of implementing and carrying out the purposes of this Resolution and the transactions
herein approved or authorized, including but not limited to, any non-substantive changes
to the Agreement attached herein.
SECTION 8. Staff shall forward a certified copy of this Resolution and an originally
executed Agreement to the GCAHT:
Gateway Cities Affordable Housing Trust
Attention: Melani Smith
16401 Paramount Blvd.
Paramount, CA 90723
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SECTION 9. The City Clerk shall certify the passage and adoption of this
resolution and enter it into the book of original resolutions.
APPROVED AND ADOPTED March 21, 2023.
________________________
LETICIA LOPEZ, Mayor
ATTEST:
LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:
ZAYNAH N. MOUSSA, City Attorney
I CERTIFY THAT THE FOREGOING RESOLUTION NO. 2023-03 was passed and
adopted by the City Council of the City of Vernon at the Regular meeting on March 21,
2023 by the following vote:
AYES: 4 Council Members: Merlo, Ybarra, Larios, Lopez
NOES: 0
ABSENT: 0
ABSTAIN: 0
________________________________
LISA POPE, City Clerk
(seal)
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JOINT EXERCISE OF POWERS AGREEMENT
THIS JOINT EXERCISE OF POWERS AGREEMENT (this “Agreement”) is made this ____ day
of ________, 2023 (the “Effective Date”), by and between the following public entities (each a
“Party” and, collectively, the “Parties”): _________, ___________, and _________ .
RECITALS
A.The Parties have a strong interest in promoting the health, safety, and welfare of the
residents within their geographic boundaries.
B.Each Party has the individual power to implement affordable housing projects and
programs generated within its jurisdictional boundaries, as well as, to create and issue
development agreements for such activities.
C.The Parties find it in their mutual interest to address affordable housing issues on a
regional level.
D.An adequate supply of housing throughout the Gateway Cities subregion will provide
social and economic benefits to residents and taxpayers of the Parties.
E.The Parties desire to act in the public interest to lessen the burden of government by
reducing the need for each Party to act individually, and to provide charitable support
for affordable housing in the Gateway Cities subregion of Los Angeles County (the
“County”).
F.California Government Code section 6500 et seq. (“Joint Exercise of Powers Act” or
“Act”) permits two or more public agencies to create joint powers authorities for the
purposes cited herein and permits the agencies to exercise jointly any power that the
public agencies could exercise separately, and further grants certain additional powers
to such joint powers authorities.
G.Local land-use decisions remain solely with each Party. Nothing in this Agreement
deprives any Party of its sovereign powers with respect to land-use or transfers such
powers to the joint powers authority.
NOW, THEREFORE, in consideration of the mutual promises set forth below, the Parties
agree as follows:
Section 1. Creation and Purpose.
(a)Creation of GCAHT. Pursuant to the Joint Exercise of Powers Act, there is hereby
created a public entity to be known as the “Gateway Cities Affordable Housing Trust”
(“GCAHT”). GCAHT shall be a public entity separate and apart from the Parties and shall
administer this Agreement.
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(b) Purpose. This Agreement is made pursuant to the Joint Exercise of Powers Act for the
purpose of creating the GCAHT as a public entity separate from the Parties to: (i)
exercise common powers with respect to receiving public and private financing and
funds; and (ii) fund the planning and construction of housing of all types and tenures for
persons and families of extremely low-, very low-, low- and moderate-income, as
defined in Section 50093 of the Health and Safety Code, including, but not limited to,
permanent supportive housing. The purpose of this Agreement shall be accomplished,
and common powers exercised in the manner set forth in this Agreement. Nothing
contained in this Agreement shall preclude the Parties form establishing, maintaining, or
providing social programs or services to its residents as each deems proper and
necessary.
Section 2. Term and Termination
(a) Term. This Agreement shall become effective, and GCAHT shall come into existence, on
the Effective Date, and this Agreement shall thereafter continue in full force and effect
until terminated pursuant to subdivision (b) of this section.
(b) Termination. This Agreement may be terminated by agreement of the Parties. Upon
termination of this Agreement, GCAHT shall be dissolved and, after payment of or
provision for payment of all liabilities, the assets of GCAHT shall be distributed to the
Parties in proportion to the contribution of each Party to GCAHT and the amounts paid
by each Party in connection with GCAHT’s activities.
Section 3. Powers and Duties of GCAHT.
(a) General Powers. GCAHT shall have all the powers common to the Parties to this
Agreement necessary or convenient, specified, or implied, to accomplish the purpose of
this Agreement as set forth in Section 1, subject to the restrictions set forth in Section 3,
subdivision (c) below. Said powers shall be exercised in the manner provided in the
Joint Exercise of Powers Act and, except as expressly set forth herein, subject only to
such restrictions upon the manner of exercising such powers as are imposed upon the
Parties in the exercise of similar powers.
(b) Specific Powers. Without limiting the generality of the powers conferred in subdivision
(a) of this Section 3, GCAHT is hereby authorized, in its own name, to do all of the acts
necessary or convenient to the accomplishment of the purposes of this Agreement and
the full exercise of the powers conferred in subdivision (a) of this Section 3, including
but not limited to the following:
1. to make and enter into contracts;
2. to contract for staff assistance;
3. to sue and be sued in its own name;
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4. to apply for, accept, receive and disburse grants, loans and other aids from any
agency of the United States of America, the State of California, Los Angeles County,
Party to this Agreement, or any other agency providing funding related to the
purposes of this Agreement;
5. to invest any money in the treasury pursuant to Section 6505.5 of the Joint Exercise
of Powers Act that is not required for the immediate necessities of GCAHT, as
GCAHT determines is advisable, in the same manner and upon the same conditions
as local agencies, pursuant to Section 53601 of the California Government Code;
6. to apply for letters of credit or other forms of financial guarantees in order to enter
into agreements in connection therewith;
7. to carry out all the provisions of this Agreement;
8. to purchase obligations of any Party;
9. to engage the services of private consultants to render professional and technical
assistance and advice in carrying out the purposes of this Agreement;
10. to employ and compensate legal counsel determined appropriate by GCAHT in
accomplishment of the purposes of this Agreement;
11. to contract for engineering, construction, architectural, accounting, environmental,
land use, or other services determined necessary or convenient by GCAHT in
connection with the accomplishment of the purposes of this Agreement;
12. for the purposes of enforcing affordable housing covenants or holding security
interests for loans, to take title to, and transfer, sell by installment sale or otherwise,
lands, structures, real or personal property, rights, rights-of-way, franchises,
easements, and other interests in real or personal property which GCAHT
determines are necessary or convenient in connection with the accomplishment of
the purposes of this Agreement;
13. for the purposes of renting space for GCAHT to operate, to lease to, and to lease
from, a Party or any other person or entity, lands, structures, real or personal
property, rights, rights-of-way, franchises, easements, and other interests in real or
personal property which GCAHT determines are necessary or convenient in
connection with the accomplishment of the purposes of this Agreement;
14. to solicit charitable contributions from private sources;
15. to propose amendments to this Agreement; and
16. to exercise any and all other powers as may be provided for GCAHT in the Joint
Exercise of Powers Act or any other applicable law.
(c) Limitation on Powers. This Agreement does not authorize GCAHT do any of the
following:
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1. Regulate land use in cities or in the unincorporated area of the County;
2. Serve as an owner or operator of housing units;
3. Levy, or advocate or incentivize the levying of, an exaction, including an impact fee,
charge, dedication, reservation or tax assessment, as a condition of approval of a
development project;
4. Require or incentivize inclusionary zoning requirements;
5. Require the Parties to dedicate or assign funding for any GCAHT obligations or
programs;
6. Approve a housing project or program that is not supported by the governing body
of the jurisdiction (a city or the county) in which the proposed project is sited; or
7. Require the Parties to accept or provide any member of housing units as a
prerequisite to joining or remaining a member of GCAHT.
Section 4. Members
The members of GCAHT shall be the Parties who have not withdrawn from GCAHT, and such
other Parties as may join GCAHT after execution of this Agreement. New members may join on
the terms and conditions set forth in Section 10 hereof. Only cities within the County of Los
Angeles and within the Gateway Cities subregion may be a party to this Agreement and a
member of GCAHT.
Section 5. Board of Directors
(a) Selection of Directors. GCAHT shall be governed by a Board of Directors consisting of
nine Directors selected as follows:
1. Seven Directors who are members of the Gateway Cities Council of Governments
(GCCOG) Governing Board (“GCCOG Board”), or any elected official serving within
the GCCOG jurisdiction that is also a Party and appointed by the GCCOG Board.
2. Two Directors that are experts in homelessness or housing policy appointed by the
Gateway Cities Council of Governments City Managers Committee.
3. Alternates for each Director position may be established by the appointing entity.
(b) Board Powers. Subject to the limitations of this Agreement and the laws of the State of
California, the powers of GCAHT shall be vested in and exercised by, and its property
and its affairs administered by, the Board of Directors.
(c) Advisory Board. The Board of Directors may appoint advisory boards that may include
such persons as designated by the Board of Directors. The Board of Directors shall
adopt bylaws that govern the appointment of advisory boards should it determine in its
discretion to appoint such advisory boards.
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(d) Compensation. Members of the Board shall serve without compensation but shall be
entitled to reimbursement for any expenses actually incurred in connection with serving
as Director; provided such expenses have been previously approved by the Board of
Directors and incurred in accordance with any GCAHT policies or procedures governing
the same.
(e) Term. Members of the Board shall serve for a two-year term. There are no term limits.
The initial Board will serve a term staggered between one-year and two-year terms.
Three of the seven Directors who are members of the GCCOG Board or are appointed by
the GCCOG Board in accordance with Section 5(a) shall have an initial term of one year.
One of the two Directors that are experts in homelessness or housing policy shall have
an initial term of one year. The initial one-year terms will be determined through the
drawing of lots.
(f) Meetings of the Board of Directors.
1. Call, Notice and Conduct of Meetings. All meetings of the Board of Directors,
including without limitation, regular, adjourned regular, special meetings and
adjourned special meetings, shall be called, noticed, held and conducted in
accordance with the provisions of the Ralph M. Brown Act, Government Code
sections 54950 et seq.
2. Regular Meetings. Regular meetings of the Board of Directors shall be held at such
dates and times as the Board may fix by resolution from time to time. If any day so
fixed for a regular meeting shall fall upon a legal holiday, then such regular meeting
shall be held on the next succeeding business day at the same hour. No notice of
any regular meeting of the Board of Directors need be given to the individual
Directors.
3. Special Meetings. Special meetings of the Board of Directors shall be held whenever
called by the Chairperson of the Board or by a majority of the Directors. Notices of
all special meetings shall be provided to all Parties.
4. Quorum. A majority of the seated members of the Board of Directors shall
constitute a quorum at any meeting of the Board except that less than a quorum
may adjourn a meeting to another time and place. Every act or decision done or
made by a majority of the Directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors.
5. Minutes. The Board of Directors shall keep minutes of all regular, adjourned regular,
and special meetings, and shall, as soon as possible after each meeting, cause a copy
of the minutes to be forwarded to each Director and to the Parties.
6. Officers. The Board of Directors shall elect a chairperson and a vice chairperson
from among its Directors at the first meeting held in each fiscal year. In the event
that the chairperson or vice chairperson so elected ceases to be a Director, the
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resulting vacancy shall be filled at the next regular meeting of the Board of Directors
held after such vacancy occurs or at a special meeting called for that purpose. In the
absence or inability of the chairperson to act, the vice chairperson shall act as
chairperson. The chairperson, or the chairperson’s absence, the vice chairperson,
shall preside at and conduct all Board of Director’s meetings.
7. Rules and Regulations. The Board of Directors may adopt, from time to time, by
resolution, such rules, regulations, and bylaws for the conduct of its meetings and
affairs as the Board determines is necessary or convenient.
Section 6. Additional Officers and Employees
(a) Officers and Contract Staff
1. GCAHT may contract with a Party or the GCCOG, for officers and staff pursuant to
Section 6(d), or retain independent contractors, agents, or volunteers as the Board
of Directors may deem necessary to carry out any of GCAHT’s powers, upon such
terms and conditions as the Board may require, including the retaining of
professional and technical assistance, provided that adequate funds are available in
GCAHT’s budget and are appropriated by GCAHT therefor.
2. None of the officers, agents, or staff, if any, directly contracted by GCAHT shall be
deemed, by reason of their roles or duties or contracted status, to be employed by
the Parties.
(b) Treasurer and Auditor/Controller. Pursuant to Government Code Sections 6505.5 and
6505.8, the Board of Directors shall appoint an officer or employee of GCAHT, or an officer
or employee of a public agency that is a Party, or a certified public accountant to hold the
offices of treasurer and auditor for GCAHT. Such person or persons shall possess the
powers of and shall perform the treasurer and auditor functions for GCAHT required by
Sections 6505, 6505.5 and 6505.6 of the Government Code, including any subsequent
amendments thereto. Pursuant to Government Code Section 6505.1, the auditor and
treasurer shall have charge of certain property of GCAHT. The treasurer and auditor shall
assure that there shall be strict accountability of all funds and reporting all receipts and
disbursements of GCAHT. The treasurer and auditor of GCAHT shall be required to file and
official bond with the Board of Directors in an amount, which shall be established by the
Board. Should the existing bond or bonds or any such officer be extended to cover the
obligations provided herein, said bond shall be the official bond required herein. The
premiums on any such bonds attributable to the coverage required herein shall be an
appropriate expense of GCAHT.
(c) Attorney. The Board of Directors shall have the power to appoint one or more legal
advisors to GCAHT who shall perform such duties as may be prescribed by the Board.
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(d) Administrative Services and Reimbursement of Costs.
1. The Board of Directors may contract with a Party to provide necessary administrative
services to GCAHT, including the services described in Section 6(a), (b) and (c). The
amount charged by the Party to provide such services to GCAHT shall be fixed by
agreement between the Board of Directors and the governing board of the Party
providing such services. In the absence of an agreement on costs, the Party providing
services to GCAHT under this Section 6 may charge GCAHT the amounts necessary to
recover the direct and indirect costs of such services.
2. If GCAHT contracts with a Party to provide GCAHT with administrative services through
persons who are employees and officers of the Party, then any retirement liabilities
associated with that Party’s employees and officers shall not constitute a liability of
GCAHT or any other Party. This Section 6(d)(2) shall not preclude a Party providing
administrative services to GCAHT pursuant to a contract with GCAHT from accounting
for such salary and benefit costs when negotiating the rates that the Party will charge
GCAHT for providing such services.
Section 7. Financial Provisions
(a) Fiscal Year. The Fiscal Year of GCAHT shall, unless and until changed by the Board of
Directors, commence on the 1st day of July of each year and shall end on the 30th day of
June of the next succeeding year except that the initial Fiscal Year of GCAHT shall
commence on the Effective Date and end on the immediately following 30th day of June.
(b) Budget.
1. General Budget. Within one hundred and twenty days (120) after the first meeting of
the Board of Directors, a general budget for the first fiscal year shall be adopted by the
vote of a majority of all the Directors. The budget shall distinguish between
administrative costs (i.e., the cost of operating GCAHT) and Program costs (i.e., the
financing of the programs funded or sponsored by GCAHT). Thereafter, at or prior to
the last meeting of the Board of Directors for each fiscal year, a general budget shall be
adopted for the ensuing fiscal year or years by a vote of at least a majority of all
Directors of the Board.
2. Expenditures for the Approved Budget. The payment of all GCAHT obligations is limited
to the amount of appropriations allowed in GCAHT’s approved budget, except as it may
be revised with the approval of a majority of all of the Directors of the Board of
Directors.
(c) Contributions by the Parties.
1. Administrative Cost Contributions. The GCCOG shall be responsible for GCAHT’s
administrative costs until June 30, 2024. After this initial period, and in consideration of
the mutual promises contained herein, the Parties agree that they shall make annual
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contributions (each a “Fee” and collectively the “Fees”) towards the budgeted
administrative costs of GCAHT in accordance with a cost allocation formula as outlined
below:
POPULATION ANNUAL ADMINISTRATIVE FEE
Up to 30,000 $7,500
30,001 – 60,000 $15,000
60,001 – 100,000 $32,500
>100,000 $47,500
The Fees shall be assessed annually. After the first fiscal year, the Fees shall increase
annually in an amount equal to the U.S. Bureau of Labor Statistics consumer price index
for all urban consumers in the Los Angeles-Long Beach-Anaheim area for the 12-month
period preceding the year the Fees are assessed. Payment of the Fees shall be due
within 30 days of receipt of an invoice from the GCAHT. The invoice shall indicate how
the Fees were calculated. A Party's contribution to GCAHT's administrative costs shall be
in the form of money, unless the Board of Directors approves another form of
contribution such as services, personal property or use of real or personal property, or
other in-kind contributions. The acceptance and valuation of any such non-monetary
contributions may be used to offset in whole or part a Party’s contribution as
determined in the sole and absolute discretion of the Board of Directors.
Notwithstanding the above, after the first fiscal year the Board of Directors may
establish Fees in an amount the Board of Directors deems financially prudent; provided
it shall roughly be proportional as to each Party in the amounts reflected in the table
above.
2. Program Cost Contribution. The particular programs and program budget, funded,
sponsored or operated by GCAHT, as well as the level of, and mechanisms for, the
involvement of GCAHT and each Party, in such programs and program budget, shall be
determined and approved by the Board of Directors.
(d) Accounts and Reports.
1. Books and Records. There shall be strict accountability of all GCAHT funds and accounts
and report of all GCAHT receipts and disbursements. Without limiting the generality of
the foregoing, GCAHT shall establish and maintain such funds and accounts as may be
required by good accounting practice. The books and records of GCAHT shall be open to
inspection at all reasonable times by each Party and its duly authorized representatives.
2. Annual Audit. The person appointed by the Board of Directors to perform the auditor
function for GCAHT shall cause an annual independent audit of the accounts and
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records of GCAHT and records to be made by a certified public accountant or firm of
certified public accountants in accordance with Government Code section 6505. Such
audits shall be delivered to each Party and shall be made available to the public.
3. Annual Financial Report. Pursuant to section 6539.5 of the Government Code, GCAHT
shall publish an Annual Financial Report that shall describe the funds received by GCAHT
and the use of such funds by GCAHT. The Annual Financial Report shall describe how
the funds received by GCAHT have furthered the purposed of GCAHT.
(e) Funds. Subject to the applicable provisions of any instrument or agreement which GCAHT
may enter into, which may provide for a trustee or other fiscal agent to receive, have
custody of and disburse GCAHT funds, the person appointed by the Board of Directors to
perform the treasurer function for GCAHT shall receive, have the custody of and disburse
GCAHT funds as nearly as possible in accordance with generally accepted accounting
principles, shall make the disbursements required by this Agreement or to carry out any of
the provisions or purposes of this Agreement.
Section 8. Amendments and Additional Parties.
(a) This Agreement may not be amended or modified except by a vote of two-thirds of all the
Parties through formal action approving such an amendment by the Parties’ respective
governing bodies.
(b) No addition to, or alteration of, the terms of this Agreement, whether by written or oral
understanding of the parties, their officers, employees or agents, shall be valid or effective
unless made in the form of a written amendment which is formally adopted and executed
by the Parties in the same manner as this Agreement.
Section 9. Non-Liability for Obligations of GCAHT.
(a) The debts, liabilities, and obligations of GCAHT shall not be the debts, liabilities and
obligations of any of the Parties or personal debts, liabilities and obligations or the
Directors, officers or employees of GCAHT; provided that a Party may, by an agreement
separate from this Agreement, contract for, or assume responsibility for, specific debts,
liabilities, or obligations of GCAHT.
1. Indemnification. The GCAHT shall defend, indemnify and hold harmless each Party, its
officers, agents, employees, representatives and volunteers (the “Indemnitees”) from
and against any loss, injury, claim, lawsuit, liability, expense, or damages of any kind or
nature (collectively, “Claims”) brought by a third party which arises out of or in
connection with GCAHT’s administration of this Agreement, including such third party
claims arising out of or in connection with any Indemnitees acting within their
authorized capacity as an officer, agent, employee, representative or volunteer of
GCAHT. The GCAHT’s duty to defend and indemnify under this Section shall not extend
to Claims otherwise arising out of the Indemnitees’ own active negligence, omissions or
willful misconduct, whether in whole or part. The GCAHT shall finance its obligation
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pursuant to this Subsection by establishing a liability reserve fund, and/or by purchasing
commercial insurance, and/or by joining a joint powers insurance authority (JPIA) as
determined by the Board. In the event the GCAHT’s financial obligations to indemnify,
defend and hold harmless, pursuant to this Subsection, exceed the liability reserve fund
and/or the proceeds from any applicable insurance and/or JPIA coverage maintained by
the GCAHT (hereinafter “Unfunded Liability”), a Party or Parties may meet and confer
with GCAHT in good faith to negotiate alternative means or mechanisms by which
GCAHT may fund such Unfunded Liability; however, in no event shall the event of an
Unfunded Liability relieve, limit or waive GCAHT’s obligations of indemnity or defense to
each Party as first set forth above in this Section. Nothing herein shall obligate any Party
to indemnify or hold harmless GCAHT for any Unfunded Liability.
2. Assignment. Each Party shall assign to the GCAHT its rights, title, and interest to recover
damages from any third party for Claims arising out of this Agreement, to the extent
that the GCAHT has met its obligations to defend and indemnify such Party pursuant to
this Section.
3. Survival. GCAHT’s duty to defend, indemnify and hold harmless shall survive and
continue in full force and effect after withdrawal of any Party from this Agreement,
including as to the withdrawing Party, or termination of this Agreement for any reason
with respect to any Claims that occurred before the date of such withdrawal or
termination.
Section 10. Admission and Withdrawal of Parties.
(a) Admission of New Parties. It is recognized that additional Parties other than the original
Parties, may wish to join GCAHT. Any city within the Gateway Cities subregion may become
a Party to GCAHT upon such terms and conditions as established by the Board of Directors.
As a condition precedent to becoming a Party more than six months after the Effective
Date, an eligible entity may thereafter become a Party to this Agreement; provided that (1)
this Agreement is adopted by its governing body and (2) the eligible entity pays a late
joining fee. The late joining fee shall be calculated by totaling the annual fee the eligible
entity would have paid under this Agreement had it been a Party in all years prior and up
until the Effective Date. Notwithstanding the foregoing, an eligible entity’s late joining fee
shall not exceed two times the amount of the applicable annual administrative fee existing
at the time it becomes a Party. Payment shall be due within 30 days of receipt of an invoice
from GCAHT.
(b) Withdrawal from GCAHT. Parties may withdraw from GCAHT at any time upon their
governing board’s adoption of a resolution that so states the Party’s intent to withdraw
from GCAHT. The withdrawal of any Party, either voluntarily or involuntarily, unless
otherwise provided by the Board of Directors, shall be conditioned as follows:
Resolution No. 2023-03
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1. In the case of a voluntary withdrawal, written notice shall be given to GCAHT six months
prior to the effective date of withdrawal; and
2. Unless otherwise provided by a unanimous vote of the Board of Directors, withdrawal
shall result in the forfeiture of that Party’s rights and claims relating to distribution of
property and funds upon termination of GCAHT as set forth in Section 2 above.
Withdrawn members shall not be entitled to any reimbursement of Fees.
Section 11. Notices.
(a) Notices required or permitted hereunder shall be sufficiently given if made in writing
and delivered either personally or by registered or certified mail, postage prepaid, to the
persons and entities listed herein at the following addresses, or to such other address as
may be designated to GCAHT on the Parties signature page for formal notice:
Section 12. Miscellaneous.
(a) Section Headings. The section headings herein are for convenience only and are not to
be construed as modifying or governing or in any manner affecting the scope, meaning
or intent of the provisions or language of this Agreement.
(b) Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all together shall constitute but one and
the same Agreement.
(c) Laws Governing. This Agreement is made in the State of California under the
Constitution and laws of such State and shall be construed and enforced in accordance
with the laws of California.
(d) Severability. Should any part, term, portion or provision of this Agreement, or the
application thereof to any person or circumstance, be held to be illegal or in conflict
with any law of the State of California, or otherwise be rendered unenforceable or
ineffectual it shall be deemed severable, and the reminder of this Agreement or the
application thereof to other persons or circumstances shall continue to constitute the
Agreement the Parties intended to enter into in the first instance.
(e) Successors. This Agreement shall be binding upon and shall inure to the benefit of the
successors of the respective Parties. No Party may assign any right or obligation
hereunder without the written consent of a majority of the other Parties.
IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be executed and
attested by their duly authorized officers as follows:
Resolution No. 2023-03
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(NAME OF CITY)
______________________________
BY: (NAME/TITLE OF CITY OFFICER)
Dated: ___________________________
ATTEST:
___________________________________________
(NAME) City Clerk Date
NOTICE TO CITY TO BE GIVEN TO:
(CITY CONTACT TITLE – PERHAPS CITY MANAGER)
(NAME OF CITY)
(ADDRESS OF CITY)
(PHONE OF CITY)
APPROVED AS TO FORM:
By: __________________________________________
(NAME) City Attorney Date
Resolution No. 2023-03
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