Loading...
HomeMy WebLinkAboutD-3 Azusa RMCOpen Space Joint Powers AgreementSCHEDULED ITEM D-3 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER FROM: MARCO MARTINEZ, CITY ATTORNEY DATE: JUNE 20, 2016 SUBJECT: REQUEST TO APPROVE JOINT EXERCISE OF POWERS AGREEMENT TO CREATE THE “AZUSA-RMC JOINT POWERS AUTHORITY” AND CONVEYANCE OF HILLSIDE LAND NORTH OF THE ROSEDALE PROJECT TO THE AUTHORITY FOR LONG-TERM OPERATION AND MAINTENANCE SUMMARY: When the City approved the Rosedale Project back in 2004, it entered into a Development Agreement with the project developer. Among other provisions, that Agreement requires Rosedale Land Partners (the current developer of Rosedale) to transfer 201-acres of hillside property north of the Rosedale Project to the City to be maintained as low-impact open space. Alternatively, the Agreement allows the property to be conveyed to a joint powers authority for the same purpose. Staff is recommending that the City Council take the first step in forming a new joint powers authority that will take title to, operate and maintain the hillside property. The joint powers authority would consist of two member agencies: the City of Azusa and the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy (the “Conservancy”). The Conservancy is a public agency specially created by State law to acquire and manage public lands within this region for open space. Staff believes that the City and Conservancy each bring valuable resources to this effort and by combining their powers, the hillside property can be managed most effectively. The City Attorney’s Office has negotiated the attached Joint Exercise of Powers Agreement (Attachment 1) with the California Attorney General’s Office. If both the City and Conservancy approve this Agreement, a new agency would be formed – the “Azusa-RMC Joint Powers Authority” that would operate and manage the hillside property for the purposes above. Staff is also requesting that the Council approve the City’s execution of a grant deed (Attachment 4) conveying the hillside property from the City to the new Authority. Once the Authority is officially established, it can formally accept the conveyance from the City and begin long-term operation and management. APPROVED COUNCIL MEETING 6/20/2016 REVISING PART (2) OF RECOMMENDATION Joint Exercise of Powers Agreement June 20, 2016 Page 2 of 4 RECOMMENDATION: Staff recommends that the City Council take the following actions: 1) Adopt Resolution No. 2016-C40, approving the Joint Exercise of Powers Agreement forming the Azusa-RMC Joint Powers Authority (Attachment 3). 2) Approve the City’s execution of the Grant Deed conveying the hillside property from the City to the Authority (Attachment 4). DISCUSSION: When the City approved the Rosedale Project back in 2004, it entered into a Development Agreement with the project developer, then Monrovia Nursery Corporation. Since that time, Rosedale Land Partners (“RLP”) has taken over development of the Project. State law authorizes cities to enter into long-term development agreements with developers, usually for large or complex projects. These agreements typically grant project approval in exchange for the developer meeting certain City conditions and providing certain public benefits from the project. Recently, Staff has been discussing with RLP implementation of Section 4.16(ii) of the Development Agreement. This Section requires RLP to dedicate (transfer to City ownership) approximately 201-acres of hillside land north of the Rosedale Project (as specifically shown on Attachment 2) to be maintained as public open space. RLP has done so and the City currently holds title to the hillside property. The Development Agreement requires the City to either accept the dedication/transfer or convey the property to a non-profit conservancy organization. “AZUSA – RMC JOINT POWERS AUTHORITY”: In order to long-term operate and manage the hillside property, Staff believes that the best option is to create an agenc y which combines the strengths of both the City and a non-profit conservancy. For example, the City brings its experience with police/fire/emergency response, parks and recreation, public works/maintenance and utility service. An established conservancy brings its extensive experience in operating and maintaining wildlands for the public’s benefit, as well as eligibility for State grant/bond funding. Therefore, staff is recommending that the City Council take the first step this evening to form a new Joint Powers Authority that will take title to, operate and maintain the hillside property as low-impact public open space. The Joint Powers Authority would consist of two member agencies: The City of Azusa and the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy (the “Conservancy”). The Conservancy is a public agency which was specially created by State law in 2000 to acquire and manage public lands within this region (the Lower Los Angeles River and San Gabriel River watersheds) for open space, low-impact recreational and educational uses, water conservation, watershed improvement, and wildlife/habitat restoration. (Cal. Pub. Res. Code §§32600 et. seq.) Staff believes that the Conservancy is uniquely positioned to team with the City to operate and maintain the hillside property under a joint powers arrangement. Joint Exercise of Powers Agreement June 20, 2016 Page 3 of 4 JOINT POWERS AGREEMENT: The City Attorney’s Office has negotiated the attached Joint Exercise of Powers Agreement (Attachment “A”) with the California Attorney General’s Office. If both the City and Conservancy approve this Agreement, a new agency would be formed – the “Azusa - RMC Joint Powers Authority” that would operate and manage the hillside property for the purposes above. The Agreement has no expiration date, but may be terminated at any time upon consent of both member agencies and winding up of the Authority’s affairs. Further, the Agreement provides for a 1-year probationary period whereby either the City or Conservancy may withdraw from the Agreement by providing at least 30 days’ notice before the first anniversary of the Agreement. Should the Authority cease to operate, ownership of the hillside property will revert back to the City. The Authority Board would consist of 5 directors. Two members would be chosen by the Azusa City Council, two would be chosen by the Conservancy Board, and one would be chosen by the Azusa Planning Commission. Each director serves a 2-year term and may be reappointed by his/her particular appointing agency. Board meetings would be subject to the Brown Act, the Board could form committees as needed, and the Board may adopt its own bylaws. The proposed Agreement is a standard form joint powers agreement granting the Authority much of the same general powers of a public agency including the ability to hire staff and consultants, enter into contracts, to lease, acquire, hold or sell property, construct improvements, receive grants, gifts and donations, to invest money, etc. The Agreement further authorizes the City and Conservancy to loan employees to the Authority as needed. The Agreement expressly provides that the Authority: (1) has no power of eminent domain and (2) has no power to tax or assess property. However the Authority may establish fees and charges typical for parks; such as for admission, parking, camping permits, inspection fees, visitor’s center/gift shop items, etc. For purposes of zoning and land use planning, the hillside property will remain under City of Azusa jurisdiction. The Agreement will require the Authority to carry standard insurance covering $1 million per occurrence of bodily injury, personal injury or property damage. The Conservancy has informed the City that they have received a quote of $600 per year for the Authority to maintain such insurance coverage. To assist in getting the Authority started, RLP has provided $50,000 to the City. Staff believes that this ‘seed money’ will be sufficient to commence Authority operations for the coming fiscal year. Should the Council approve the Agreement this evening, the Conservancy intends to take the Agreement to its Board on June 27. Once the Conservancy approves the Agreement, the new Authority will be established. GRANT DEED: Staff is also requesting that the Council approve execution of a grant deed (Attachment 4) conveying the hillside property from the City to the new Authority. The conveyance will not be complete until the Authority accepts the conveyance, which it can do once the Authority is officially established. The grant deed is a standard form document, except that should the Authority fail to adequately maintain the hillside property or if it dissolves, the hillside property reverts back to City ownership. Joint Exercise of Powers Agreement June 20, 2016 Page 4 of 4 FISCAL IMPACT: There is no fiscal impact associated with the recommended actions. Staff anticipates that the coming year’s costs of operating the Authority will be adequately funded by the $50,000 provided by RLP. Conveyance of the hillside property to the Authority will not result in property tax consequences to either the Authority or the City since both are public agencies and thereby exempt from payment of property taxes. Prepared by: Reviewed and Approved: Marco Martinez Louie F. Lacasella City Attorney Management Analyst Reviewed and Approved: Troy L. Butzlaff, ICMA-CM City Manager Attachments: 1. Joint Exercise of Powers Agreement 2. Map of Hillside Property 3. Resolution No. XXX Approving Joint Exercise of Powers Agreement 4. Grant Deed Conveying Attachment 1 45635.01000\24343840.5 1 AZUSA-RMC JOINT POWERS AUTHORITY (JOINT EXERCISE OF POWERS AGREEMENT) THIS JOINT EXERCISE OF POWERS AGREEMENT (“Agreement”) is made and entered into by and between the CITY OF AZUSA, (hereinafter “The City”) a California municipal corporation, and the SAN GABRIEL AND LOWER LOS ANGELES RIVERS AND MOUNTAINS CONSERVANCY, (hereinafter “The Conservancy”) a state agency organized within the California Resources Agency pursuant to California Public Resources Code (Public Resources Code Section 32600 et seq.). This Agreement is entered into pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 (Section 6500 et seq.) of the Government Code relating to the joint exercise of powers. The entities above are sometimes referred to in this Agreement individually as “Party” and collectively as “Parties.” RECITALS WHEREAS, The City has the authority to acquire, develop, maintain, and manage public lands for the public benefit and for public recreation use and enjoyment; and WHEREAS, pursuant to Section 4.16(ii) of that certain “Development Agreement” for the development of the “Rosedale” subdivision, between the City and Monrovia Nursery Company, dated May 27, 2004, the City agreed to accept the dedication of approximately one hundred eighty (180) acres of open space land in the hillsides of north Azusa from the developer and either to retain title to said land as permanent open space or to transfer said land to a non-profit conservancy organization for the same purpose; and WHEREAS, The Conservancy has the authority to acquire and manage public lands within the Lower Los Angeles River and San Gabriel River watersheds, and to provide open space, low impact recreational and educational uses, water conservation, watershed improvement, and wildlife and habitat restoration in furtherance of the purpose set forth in Section 32602 of the Public Resources Code; and WHEREAS, the City and Conservancy have determined that the land described above would be best operated and managed for open space purposes through the joint exercise of their powers to that end; and WHEREAS, Pursuant to Title 1, Division 7, Chapter 5 of the Government Code, commonly known as the Joint Exercise of Powers Act, two or more public agencies may by agreement jointly exercise any power common to the contracting parties; and WHEREAS, The parties desire, by mean of this Agreement, to establish an organization and procedure for such joint exercise of power and authority, and to provide for the organization’s power and procedures; NOW THEREFORE, in consideration of the above Recitals and of the mutual promises and agreements contained herein, the Parties agree as follows: Attachment 1 45635.01000\24343840.5 2 ARTICLE 1 GENERAL PROVISIONS 1.1 Definitions. Unless the context otherwise requires, the words and terms defined in this Section 1.1 shall, for the purposes of this Agreement, have the meanings herein specified. 1.1.1 Act means Articles 1 through 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6500) relating to the joint exercise of powers common to public agencies. 1.1.2 Agreement means this Joint Exercise of Powers Agreement. 1.1.3 Annual Budget means the budget adopted pursuant to Section 6.2.1 of this Agreement. 1.1.4 Authority means the Azusa-RMC Joint Powers Authority, which is created by this Agreement. 1.1.5 Board or Board of Directors means the Board of Directors referred to in ARTICLE 2 of this Agreement, which is the governing body of the Authority. 1.1.6 Director means a member of the Board appointed to the Board pursuant to Section 2.2 of this Agreement. 1.1.7 Effective Date means the last date on which all Parties to this Agreement have executed the Agreement. 1.1.8 Member Agency(ies) means the City of Azusa and the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy, and any other entity added to this Agreement by a subsequent amendment. 1.1.9 Member of the Board or Board Member means a Director. 1.1.10 Party(ies) means those entities who have executed this Agreement or any Amendment to this Agreement and who have not withdrawn from the Authority. 1.2 Term of the Agreement. This agreement shall become effective upon the date last executed. This Agreement shall be effective for as long as necessary to carry out the purpose and functions of Authority and may be terminated: (1) by either party by complying with the withdrawal provisions of Section 7.3; and (2) upon the effective date of a Dissolution Agreement describing the rights and responsibilities of termination between the parties. 1.3 Purpose of the Agreement. The purpose of this agreement is to acquire, develop, and conserve additional park and open space lands including water-oriented recreation and conservation projects in the vicinity of the City of Azusa. Attachment 1 45635.01000\24343840.5 3 1.3.1 Specific Powers. Subject to the limitations set out in Section 1.3.2, The Authority is hereby authorized, in its own name, to do all acts necessary, convenient and appropriate for the exercise of the foregoing powers for the purposes set forth in this Agreement and to do any or all of the following: (a) To make and enter contracts; (b) To employ agents and employees; (c) To lease, acquire, construct, manage, maintain or operate any building, works or improvements; (d) To acquire, hold or dispose of property; (e) To incur debts, liabilities or obligations, which do not constitute a debt, liability or obligation of any Member Agency; (f) To receive gifts, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations, and governmental entities, provided that the Authority consents to such gifts, contributions and donations; (g) To fix the compensation, if any, paid to the Attorney, in compliance with all applicable laws; (h) To prescribe the duties, compensation and other terms and conditions of employment of other agents, officers and employees; (i) To adopt reasonable rules and regulations for the conduct of the day-to- day operations of the Authority; (j) To apply for, accept, receive and disburse grants and other aid from any agency of the United States of America or of the State of California; (k) To sue and be sued in its own name; (l) To invest money in the treasury, pursuant to Government Code section 6505.5, that is not required for the immediate necessities of the Authority, as the Authority determines advisable, in the same manner and on the same conditions as local agencies, pursuant to Section 53601 of the Government Code; (m) To carry out and enforce all provisions of this Agreement; and (n) To exercise any and all common powers which are provided for in the Act and in Section 6588 of the Government Code, as they exist on the Effective Date of this Agreement or may hereafter be amended. Attachment 1 45635.01000\24343840.5 4 1.3.2 Limitation of Powers. (a) The Authority shall have no power to acquire property by eminent domain. (b) The Authority shall be subject to all laws, regulations and general and specific plans of any city or county in which The Authority proposes to take action. (c) The Authority shall have no power to impose or levy general or special taxes, special benefit assessments upon property or property-related fees provided, however, that the Authority may establish the following: (i) a fee for a specific Authority benefit conferred or privilege granted directly to the payor that does not exceed the Authority’s reasonable costs of providing the benefit or privilege; (ii) a fee for a specific Authority service or product provided directly to the payor that does not exceed the reasonable costs of providing the service or product; (iii) a charge for the Authority’s reasonable regulatory costs for issuing licenses and permits, performing investigations, inspections, and audits, and administrative enforcement and adjudication thereof; (iv) a charge for entrance to or use of Authority property, or the purchase, rental, or lease of Authority property. (d) For the purpose of Section 6509 of the Act, the Authority’s power is subject to the restrictions upon the manner of exercising the powers as are imposed upon the City. ARTICLE 2 BOARD OF DIRECTORS 2.1 Creation of Governing Board. The Authority shall be governed by a board of five (5) members, which is hereby established and which shall be composed of two (2) representatives from each Member Agency and one (1) member chosen by a majority of the Azusa Planning Commission. The governing board shall be known as the “Board of Directors of the Azusa-RMC Joint Powers Authority.” All voting power shall reside in the Board. Attachment 1 45635.01000\24343840.5 5 2.2 Members of the Board of Directors. 2.2.1 Directors Appointed. The Authority shall be governed by its Governing Board which shall consist of five (5) members, who shall be appointed as follows: 2.2.2 Two (2) member shall be appointed by the City Council of the City of Azusa. 2.2.3 Two (2) members shall be appointed by the Board of the Conservancy. 2.2.4 One member shall be appointed by a majority of the Azusa Planning Commission. 2.2.5 Membership. Each Director shall serve a two year appointment and may be reappointed. 2.3 Powers of the Board. All the power and authority of the Authority shall be exercised by the Board of Directors. 2.4 Provision for Bylaws. The Board may cause to be developed and may adopt, from time to time, such bylaws for the Authority to govern its day-to-day operations. Each Member Agency shall receive a copy of any bylaws developed and adopted under this Section. 2.5 Compensation. Board members shall serve without compensation from the Authority. The foregoing notwithstanding, each Party with a representative on the Board may elect to compensate its representative for services rendered to the Authority in compliance with all applicable laws of the State of California. ARTICLE 3 MEETINGS OF THE BOARD 3.1 Meetings. The Board shall provide for its regular meetings; provided, however, that at least one regular meeting shall be held each fiscal quarter. The date, hour and place of the regular meetings shall be fixed by Resolution of the Board and filed with the governing body of each of the Member Agencies. The Board may meet in joint session with other public agencies and advisory bodies in accordance with state law. 3.2 Ralph M. Brown Act. All meetings of the Board, including without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act, commencing with section 54950 of the Government Code. 3.3 Voting. Except as otherwise provided by law or by this Agreement, all actions of the Board shall be approved on the affirmative vote of a majority of the Members of the Board. 3.4 Quorum. A majority of the Members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. Attachment 1 45635.01000\24343840.5 6 3.5 Minutes. The Secretary of the Authority shall cause minutes of regular, adjourned regular, and special meetings to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Member of the Board and to each Member Agency. 3.6 Rules. The Board may adopt from time to time such rules and regulations for the conduct of its affairs as may be required. ARTICLE 4 OFFICERS AND EMPLOYEES OF THE AUTHORITY 4.1 Chair. The Board of Directors shall elect one of its members as Chair of the Board. The term of office for the Chair of the Board shall be one year. The Chair of the Board shall preside at all meetings and shall perform such other duties as are specified by the Board of Directors. 4.2 Vice-Chair. The Board of Directors shall elect one of its members as Vice-Chair. The term of office for the Vice-Chair shall be one year. The Vice-Chair shall perform all the duties of the Chair of the Board in the absence of the Chair of the Board or in the event the Chair of the Board is unable to perform such duties and shall perform such other duties as are specified by the Board of Directors. 4.3 Executive Officer. The Authority shall be administered in accordance with the policies and directives of the Board. The Board may appoint the Executive Officer of the Conservancy or City Manager of City to serve ex officio, without compensation from the Authority, as the Authority’s Executive Officer. The Executive Officer shall perform the functions set forth under Government Code Section 6505.1 and such other functions as the Board may prescribe by resolution. The foregoing notwithstanding, either Party may elect to compensate its Executive Officer or City Manager for services rendered to the Authority in compliance with all applicable laws of the State of California. 4.4 Secretary. The Board of Directors shall elect a Secretary who shall serve at the pleasure of the Board. The Secretary may but need not be a member of the Board of Directors. The Secretary shall be responsible for certifying the minutes and other records of the proceedings of the Board of Directors and shall perform such other duties as the Board of Directors specifies. 4.5 Treasurer and Auditor Controller. The Finance Director of the City of Azusa shall be appointed the Treasurer and an Auditor/Controller. The Treasurer shall be the depository and have custody of all money of the Authority, from whatever source, and shall have all of the duties and obligations set forth in Sections 6505 and 6505.5 of the Government Code. Such offices may be held by separate officers or employees, or combined and held by one officer or employee as the Board may elect. The Treasurer and Auditor/Controller shall serve at the pleasure of the Board. Attachment 1 45635.01000\24343840.5 7 4.6 Authority Attorney. The Attorney for the Authority may be the duly appointed and acting Attorney from one of the member agencies. The Attorney for the Authority or a designated deputy may attend all meetings of the Board of Directors; provided, however, that the absence of the Authority Attorney shall not affect the validity of any meeting. The Attorney shall perform such other duties the Board of Directors specifies. 4.7 Official Bond. Pursuant to Government Code section 6505.1, the public officer, officers or persons who have charge of, handle or have access to any property of the Authority shall file an official bond in an amount to be fixed by the Parties to this Agreement. When deemed appropriate by The Authority, a master bond may be utilized as referred to in Government Code Section 1481, and the bond shall also comply with the requirements of Title 1, Division 4, Chapter 3 of the Government Code, with those sections being deemed applicable to the Authority to the extent the Parties deems appropriate. The premium shall be paid by The Authority. 4.8 Additional Officers and Employees. The Board shall have the power to appoint such additional officers and to employ such employees, assistants, contractors, consultants and others as may be appropriate. 4.9 Loan of Employees. To implement this Agreement the Parties may loan employees to the Authority on those terms mutually agreed to between the Authority and the loaning Party. ARTICLE 5 COMMITTEES 5.1 Committees. The Board of Directors, by a majority vote, may form committees for any purpose. Such vote shall designate the method for appointing committee members, the scope of the duties and responsibility of the committee, whether the committee is a standing or ad hoc committee, and such other matters as the Board may deem appropriate. No compensation shall be payable to committee members unless approved by the Board. ARTICLE 6 FINANCES 6.1 Fiscal year. The Fiscal Year of the Authority shall be the period commencing on July 1 of each year and ending on and including the following June 30. 6.2 Annual Budget. 6.2.1 Interim Budget. The Board shall, within sixty (60) days of the Effective Date of this Agreement, approve an interim budget, which shall constitute the operating budget until the Annual Budget is adopted. 6.2.2 Annual Budget. Annually, prior to July 1 of each year, the Board shall adopt a budget for all expenses to be made by the Authority during the ensuing Fiscal Attachment 1 45635.01000\24343840.5 8 Year and an allocation of contributions from Member Agencies. The Board shall adopt an annual budget in a form approved by the City and the Conservancy, which shall be submitted to the City Council of the City and the Board of the Conservancy for approval. Public funds may not be distributed by the Authority except pursuant to a budget which has been adopted by the Board and approved by the City Council of the City and the Board of the Conservancy, and all receipts and disbursements shall be in strict conformance with the adopted and approved budget. 6.3 Funds, Accounts and Reports. There shall be strict accountability of all funds and reporting of all receipts and disbursements. 6.3.1 Sources of Funds. The sources of funds available to the Authority may include, but are not limited to, the following: (a) Grants and donations received by the Authority from local, State, or Federal agencies or from individuals or businesses. (b) Funds received from State and Federal disaster relief agencies. (c) “In kind” contributions from Member Agencies, individuals and corporations. (d) Member Agencies may, in the appropriate circumstances: (i) make contributions from their treasuries for the purposes set forth in this Agreement; (ii) make payments of public funds to defray the cost of such purposes; and (iii) make advances of public funds for such purposes. The provisions of Government Code section 6513 are incorporated into this Agreement. The Authority may adopt a cost sharing formula for determining contributions from Member Agencies. The Authority shall arrange for the receipt of such funds from the above sources as are available to the Authority and as are necessary for the conduct of the Authority’s activities. 6.3.2 Accounts. Revenues or funds received or made available to the Authority from any source whatsoever, shall be deposited into accounts that may be established by the Authority, and may be expended by the Authority in any legal manner, subject to such reservations as may be imposed by the Authority from time to time. 6.3.3 Reports. The Treasurer shall, within 90 days after the close of each Fiscal Year, give a complete written report of all financial activities for such fiscal year to the Board of Directors and to each Member Agency. The Authority’s books and records shall be open to inspection at all reasonable times by representatives of each Member Agency. Attachment 1 45635.01000\24343840.5 9 6.4 Payments and Advances. No expenditures in excess of those budgeted shall be made without approval of a revised or amended budget, which may from time to time be submitted to and approved by the Board of Directors. 6.5 Audit. The Treasurer and Auditor/Controller shall cause an annual independent audit of the accounts and records of the Authority to be made and reported in accordance with Sections 6505 through 6505.6 of the Government Code. The audit shall conform to generally accepted auditing standards. Such report shall be filed within 120 days of the end of the Fiscal Year under examination. 6.6 Procurement Methods. The Board hereby adopts the Purchasing regulation of the City of Azusa as the policies relating to procurement of services, equipment, supplies and other materials needed to accomplish the purposes of this Agreement. ARTICLE 7 TERMINATION / AMENDMENT 7.1 Duration and Termination. This Agreement shall become effective as of the Effective Date and shall continue in full force and effect until terminated by the mutual written consent of all Member Agencies as provided above; provided, however, that this Agreement and the Authority shall continue to exist for the purpose of disposing of all claims, distribution of assets, and all other functions necessary to conclude the affairs of the Authority. The withdrawal of a Member Agency pursuant to Section 7.3 shall not terminate that Member Agency’s responsibility to contribute to its share of any obligation incurred by the Board, including amounts determined by the Board for (1) liabilities and claims accrued during the time the agency was a Member Agency or (2) budgeted expenses for the Fiscal Year in which notice of intent to withdraw is given. 7.2 Amendment. This Agreement may be amended at any time by the written consent of the governing bodies of the Member Agencies. The purpose of any such amendment can be the addition of new Member Agencies to the Authority. 7.3 Withdrawal. Notwithstanding any other provision of this Agreement, any Member Agency may withdraw from the Authority by providing the Authority with written notice of its intent to withdraw within the first seven (7) days of each Fiscal Year. Such notice shall not become effective until the last day of fiscal year in which notice was given; provided, however, that any Member Agency may withdraw, effective on the first anniversary of the Effective Date, by providing the Board of Directors with written notice of such withdrawal at least thirty (30) days before the first anniversary of the Effective Date. A withdrawal from the Authority constitutes a withdrawal of that Member Agency’s representatives from the Board of Directors. Attachment 1 45635.01000\24343840.5 10 7.4 Effect of Withdrawal. The Authority consists of two Member Agencies. When there is a withdrawal by a Member Agency, the Agreement shall terminate, subject to the provisions of Section 7.1. Upon termination of this Agreement by withdrawal and after payment of all liabilities, costs, expenses, and charges validly incurred under this Agreement pursuant to Section 7.1, all remaining assets of the Authority shall be disbursed among Member Agencies, provided however, that any real property conveyed by the City to the Authority under a right of reverter upon termination of the Authority shall be distributed to the City exclusively. All assets shall be divided among the Member Agencies in accordance with and proportionate to their cash contributions (including property at market value when received) made during the term of this Agreement, if it is feasible to do so. However, the Board may, in its discretion and by a majority vote of the then-current Directors of the Board of Directors, distribute assets without regard to a Member Agency’s contribution. ARTICLE 8 SPECIAL PROVISIONS 8.1 Insurance. The Authority shall maintain types and levels of insurance coverage for the Authority, and the Parties, and the officers and employees of the Parties as the Board of Directors determines to be reasonably adequate. Notwithstanding the above, the Authority shall maintain comprehensive general liability limits of no less than $1,000,000 per occurrence for bodily injury (including death), personal injury and property damage. If general liability insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. The Authority may self-insure in order to satisfy this requirement. 8.2 Liability of Authority, Board, Officers, Employees. The debts, liabilities, and obligations of the Authority shall not be the debts, liabilities and obligations of any of the Member Agencies or any of their respective members, officers, directors, employees or agents. The Authority, its Directors, officers, employees, staff and agents shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. No Member Agency, its officer, director or employee shall be responsible for any action taken or omitted by any other Member Agency, or its officers, or employees. 8.3 Indemnity. 8.3.1 The Authority shall indemnify, defend and hold harmless the Board of Directors, the individual Member Agencies, their members, officers, directors, employees and agents from and against any and all liability, loss, damages, expenses, costs (including, without limitations, costs and fees of litigation or arbitration) of every nature, arising out of any act or omission related to this Agreement, except such loss or damage which was caused by the willful misconduct of the Board of Directors or any individual Member Agency. The Authority’s duty to indemnify Attachment 1 45635.01000\24343840.5 11 each Member Agency pursuant to this Agreement shall survive that Member Agency’s withdrawal from the Agency. 8.3.2 Any Member Agency which appoints or otherwise authorizes the Executive Director of the Authority to perform the duties of General Manager or City Manager to that Member Agency shall indemnify, defend and hold harmless the Authority, its Executive Director, officers, directors, employees and agents, and shall likewise indemnify, defend and hold harmless the Member Agency whose General Manager or City Manager serves as Executive Director, its General Manager or City Manager, officers, directors, employees and agents from and against any and all liability, loss, damages, expenses, costs (including, without limitations, costs and fees of litigation or arbitration) of every nature, arising out of or related to any determination that the offices of General Manager or City Manager of a Member Agency and Executive Director of the Authority are incompatible offices. 8.4 Conflict of Interest Code. The Authority shall, by resolution, adopt a conflict of interest code as required by law. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Severability. If any section, clause or phrase of this Agreement or the application thereof to any Party or any other person or circumstance is for any reason held to be invalid by a court of competent jurisdiction, it shall be deemed severable, and the remainder of the Agreement or the application of such provisions to the other Party or to other persons or circumstances shall not be affected thereby. Each Party hereby declares that it would have entered into this Agreement, and each subsection, sentence, clause and phrase thereof, irrespective that one or more sections, subsections sentences, clauses or phrases or the application thereof might be held invalid. 9.2 Notices. 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 respective Parties, as follows: To: With a copy to: City of Azusa ATTN: City Manager 213 E. Foothill Blvd. Azusa, CA 91702 (626) 812-5200 Marco Martinez, City Attorney Best Best & Krieger LLP 18101 Von Karman Avenue, Suite 1000 Irvine, CA 92612 (949) 263-2600 Attachment 1 45635.01000\24343840.5 12 San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy ATTN: Executive Director 100 N. Old San Gabriel Canyon Rd. Azusa, CA 91702 (626) 815-1019 Terry Fujimoto, Deputy Attorney General Department of Justice-Office of the Attorney General 300 South Spring Street, Suite 1702 Los Angeles, CA 90013 (213)897-2706 9.3 Other Obligations. The responsibilities and obligations of each Party to this Agreement shall be solely as provided in this Agreement, or as may be provided for in other agreements to be executed by the Parties. 9.4 Consent. Whenever in this Agreement or in any amendment thereto consent or approval is required, the same shall not be unreasonably withheld. 9.5 Other Agreements Not Prohibited. Other agreements by and between the Parties of this Agreement or any other entity are neither prohibited nor modified in any manner by execution of this Agreement, except to the extent there is a direct conflict with this Agreement, or any amendment thereto, in which case, this Agreement and any amendments thereto shall control. 9.6 Assignment. The rights, titles and interests of any Party to this Agreement shall not be assignable or transferable without the consent of the governing bodies of the Member Agencies. 9.7 Section Headings. The section headings herein are for convenience of the Parties only, and shall not be deemed to govern, limit, modify or in any manner affect the scope, meaning or intent of the provisions or language of this Agreement. 9.8 Laws of California. 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 such State. 9.9 Construction of Language. It is the intention of the Parties hereto that if any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. 9.10 Cooperation. The Parties recognize the necessity and hereby agree to cooperate with each other in carrying out the purposes of this Agreement. 9.11 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto. 9.12 Enforcement. The Authority is hereby authorized to take any and all legal or equitable actions, including but not limited to an injunction and specific performance, necessary or permitted by law to enforce this Agreement. Attachment 1 45635.01000\24343840.5 13 9.13 Integration. This Agreement constitutes the full and complete Agreement of the Parties. 9.14 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized on the day and year set forth below, making the same effective on the date signed by the last of all Parties hereto. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Attachment 1 45635.01000\24343840.5 14 CITY OF AZUSA By: ____________________________________ Its ____________________________________ Dated: __________________________________ SAN GABRIEL AND LOWER LOS ANGELES RIVERS AND MOUNTAINS CONSERVANCY By: ____________________________________ Its: ____________________________________ Dated: __________________________________ ATTEST _______________________________________ Dated: __________________________________ ATTEST _________________________________________ Dated: __________________________________ APPROVED AS TO FORM BY: ________________________________________ Dated: __________________________________ APPROVED AS TO FORM BY: ________________________________________ Dated: __________________________________ A Z U S AAZUSAParcel 2Parcel 3Parcel 1Sierra Madre Ave.Azusa Ave.San Gabriel Ave.S an G abriel C yn. R d.´ Path: C:\ArcGIS_Misc Projects 5\Troy\Rosedale Prop\Aerial.mxd Date: 6/14/2016 J.Prado Exhibit A Geographic Information Systems 1 inch = 1,000 feet Attachment 3 45635.01000\29019364.1 RESOLUTION NO. 2016-C40 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, APPROVING THE CITY’S ENTRY INTO A JOINT EXERCISE OF POWERS AGREEMENT IN ORDER TO FORM THE “AZUSA – RMC JOINT POWERS AUTHORITY” FOR THE LONG-TERM OPERATION AND MANAGEMENT OF HILLSIDE LAND NORTH OF THE “ROSEDALE” PROJECT WHEREAS, the City of Azusa (“City”) is a municipal corporation, duly organized under the Constitution and laws of the State of California; and WHEREAS, the City has the authority to acquire, develop, maintain, and manage public lands for the public benefit and for public recreation use and enjoyment; and WHEREAS, pursuant to Section 4.16(ii) of that certain “Development Agreement” for the development of the “Rosedale” subdivision, between the City and Monrovia Nursery Company, dated May 27, 2004, the City agreed to accept the dedication of approximately one hundred eighty (180) acres of open space land in the hillsides of north Azusa from the developer and either to retain title to said land as permanent open space or to transfer said land to a non-profit conservancy organization for the same purpose; and WHEREAS, the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy (“Conservancy”) is a public agency with the authority to acquire and manage public lands within the Lower Los Angeles River and San Gabriel River watersheds, and to provide open space, low impact recreational and educational uses, water conservation, watershed improvement, and wildlife and habitat restoration in furtherance of the purpose set forth in Section 32602 of the Public Resources Code; and WHEREAS, the City Council finds that the land described above would be best operated and managed for open space purposes through the joint exercise of the City’s and Conservancy’s powers to that end; and WHEREAS, pursuant to Title 1, Division 7, Chapter 5 of the Government Code (Government Code §§6500 et. seq.), commonly known as the Joint Exercise of Powers Act (the “Act”), two or more public agencies may by agreement jointly exercise any power common to them; and WHEREAS, the City of Azusa, by adoption of the attached Joint Exercise of Powers Agreement (the “Agreement, attached hereto as Exhibit “A”), desires to establish an organization, to be called the “Azusa-RMC Joint Powers Authority” (the “Authority”), and a procedure for such joint exercise of powers and authority, as well as to provide for the Authority’s power and procedures; Attachment 3 45635.01000\29019364.1 WHEREAS, under the Act and the Agreement, the Authority is a public entity separate and apart from the parties to the Agreement and the debts, liabilities and obligations of the Authority will not be the debts, liabilities or obligations of the City or the other members of the Authority. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, DOES FIND AND DECLARE THAT: SECTION 1. Incorporation of Recitals. The City Council hereby finds the above recitals to be true and correct. SECTION 2. Approval of Joint Exercise of Powers Agreement. The City Council hereby approves the City of Azusa’s entry into the Agreement, and to take all necessary actions in furtherance thereof. SECTION 3. CEQA. That the City Council finds that adoption of this Resolution is not a “project” under the California Environmental Quality Act (“CEQA”) because the Resolution does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated in CEQA Guidelines Section 15378. SECTION 4. Effective Date. This resolution shall become effective upon its adoption. SECTION 5. Filing of Agreement with Secretary of State. Within 30 days after the effective date of the Agreement, the City Clerk shall cause a notice of the Agreement to be prepared and filed with the California Secretary of State’s Office, in accordance with Government Code §6503.5. PASSED, APPROVED AND ADOPTED ON JUNE 20th 2016. ____________________________ Joseph R. Rocha, Mayor Attachment 3 45635.01000\29019364.1 I HEREBY CERTIFY that the foregoing Resolution No. 16-C40, was duly adopted at a regular meeting of said City Council on the 20th day of June, 2016, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: _________________________________ Jeffrey Lawrence Cornejo, Jr. City Clerk Attachment 3 45635.01000\29019364.1 EXHIBIT “A” Joint Exercise of Powers Agreement [attached behind this page] Attachment 4 45635.01000\27855115.1 Azusa-RMC Joint Powers Authority _________________________ _________________________ ______________, CA ______ FREE RECORDING This instrument is for the benefit of the Azusa-RMC Joint Powers Authority, and is entitled to be recorded without fee. (Govt. Code 6103) (Space above this line reserved for Recorder’s use) GRANT DEED PROJECT: HILLSIDE OPEN SPACE DEDICATION AND MANAGEMENT – NORTH OF ROSEDALE PROJECT APN Nos.: 8625-001-050, 8625-001-053, 8625-001-054, 8625-001-058, 8625-001-059, 8625-001-060, 8624-024-033 and 8625-024-039 FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF AZUSA, a municipal corporation in the State of California, hereinafter called “Grantor,” does hereby GRANT to the AZUSA-RMC JOINT POWERS AUTHORITY, a public agency and joint powers authority, hereinafter called “Grantee,” subject to the Conditions and Right of Reverter described below, the real property (“Property”) in the County of Los Angeles, State of California, described as: See Exhibit “A” attached hereto and made a part hereof This conveyance by Grantor is made pursuant to the terms of a Joint Exercise of Powers Agreement establishing Grantee, dated ___________, 2016 and by this reference incorporated herein, pursuant to which Grantee has agreed that it shall use the Property solely to provide open space, low impact recreational and educational uses, water conservation, watershed improvement and wildlife and habitat restoration, in furtherance of those purposes set forth in Section 32602 of the California Public Resources Code. Consistent with these purposes, Grantee shall accept all responsibilities of ownership, including but not limited to, managing, monitoring and maintaining the Property consistent with the requirements above. Attachment 4 45635.01000\27855115.1 Grantor shall have a Right of Reverter in the Property if, at any time: 1.) Grantee fails to use and manage the Property in accordance with the requirements and purposes described above; or 2.) Grantee should dissolve or otherwise cease to exist, whether voluntarily or involuntarily. IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the ____ day of _______, 2016. Dated: _________________________ CITY OF AZUSA By: ___________________________________ Joseph R. Rocha, Mayor City of Azusa ATTACH NOTARY ACKNOWLEDGEMENT BEHIND THIS PAGE Attachment 4 45635.01000\27855115.1 EXHIBIT A TO GRANT DEED Legal Description and Map of Property [APN 8625-001-050, 8625-001-053, 8625-001-054, 8625-001-058, 8625-001-059, 8625-001-060, 8624-024-033 and 8625-024-039] Those certain parcels of land situated in the City of Azusa, County of Los Angeles, State of California being Lots "A", "B" and "G" of Tract No. 062150 as shown on a map thereof filed in Book 1311, Pages 28 through 50 of Maps in the Office of the County Recorder of said Los Angeles County, TOGETHER WITH the Southeast Quarter of the Southeast Quarter of Section 23, Township 1 North, Range 10 West, San Bernardino Meridian, according to the official plat thereof, ALSO TOGETHER WITH the North Half of the Southeast Quarter and the Southwest Quarter of the Southeast Quarter of Section 23, Township 1 North, Range 10 West, San Bernardino Meridian, according to the official plat thereof. EXCEPTING from said North Half of the Southeast Quarter and said Southwest Quarter of the Southeast Quarter a strip of land 25 feet in width on each side of all ditches, conduits, or other means of conducting water, as conveyed by the San Gabriel Electric Company, a corporation, in deed recorded in Book 1336, Page 295 of Deeds, and as reserved in the deed from Pacific Light and Power Company, a corporation, to R.J. Waters, filed for record November 24, 1908, in Book 3524, Page 270 of Deeds, both in the Office of the County Recorder of said Los Angeles County. ALSO EXCEPTING from said Lot "A" all of Parcel 3 (Reservoir Site)' of that certain Deed to the City of Azusa recorded February 16, 2007 as Instrument No. 20070340317 of Official Records in said Office of the Country Recorder, said parcel described as follows: COMMENCING at the southeasterly terminus of that certain course shown as being "North 56°01'54" West 160.33 feet" in the general northerly line of Lot "C" of Tract No. 54057- 2 as shown on a map thereof filed in Book 1318, Pages 44 through 47 of Maps, in the Office of the County Recorder of said Los Angeles County; thence along said general northerly line North 56°01'54" West 30.20 feet; thence South 83°39'32" East 58.87 feet to the beginning of a tangent curve concave northerly and having a radius of 195.00 feet; thence along said curve easterly 60.98 feet through a central angle of 17°55'05"; thence tangent from said curve North 78°25'23" East 60.13 feet to the beginning of a tangent curve concave southerly and having a radius of 20.00 feet; thence along said curve easterly and southeasterly 15.87 feet through a central angle of 45°27'50" to a point of reverse curvature with a curve concave northeasterly and having a radius of 1450.00 feet, a radial line of said curve from said point bears North 33°53'13" East; thence along said curve southeasterly 135.37 feet through a central angle of 05°20'57" to a point of compound curvature with a curve concave northeasterly and having a radius of 733.00 feet, a radial line of said curves from said point bears North 28°32'16" East; thence along said curve southeasterly 321.56 feet through a central Attachment 4 45635.01000\27855115.1 angle of 25°08'05" to the TRUE POINT OF BEGINNING; thence North 04°09'07" East 20.73 feet to a point on a non-tangent curve concave southeasterly and having a radius of 109.00 feet, a radial line of said curve from said point bears South 59°02'52" East; thence along said curve northeasterly, easterly and southeasterly 138.08 feet through a central angle of 72°34'54"; thence tangent from said curve South 76°27'58" East 176.03 feet to the beginning of a tangent curve concave northerly and having a radius of 204.00 feet; thence along said curve easterly 32.10 feet through a central angle of 09°01 '00" to a point of reverse curvature with a curve concave southerly and having a radius of 112.00 feet, a radial line of said curve from said point bears South 04°3 l '02" West; thence along said curve easterly 26.99 feet through a central angle of 13°48'35"; thence tangent from said curve South 71°40'23" East 18.86 feet to the beginning of a tangent curve concave southwesterly and having a radius of 337.00 feet; thence along said curve southeasterly 104.92 feet through a central angle of 17°50'19" to a point of compound curvature with a curve concave westerly and having a radius of 25.00 feet, a radial line of said curves from said point bears South 36°09'56" West; thence along said curve southeasterly, southerly and southwesterly 54.29 feet through a central angle of 124°26'02"; thence tangent from said curve South 70°35'58" West 146.93 feet to the beginning of a tangent curve concave southeasterly and having a radius of 619.00 feet; thence along said curve southwesterly 36.62 feet through a central angle of 03°23'23" to a point of reverse curvature with a curve concave northerly and having a radius of 88.00 feet, a radial line of said curve from said point bears North 22°47'25" West; thence along said curve southwesterly, westerly and northwesterly 59.26 feet through a central angle of 38°34'49"; thence tangent from said curve North 74°12'36" West 121.52 feet to the beginning of a tangent curve concave southerly and having a radius of 310.00 feet; thence along said curve westerly 34.55 feet through a central angle of 06°23'08" to a point of reverse curvature with a curve concave northeasterly and having a radius of 88.00 feet, a radial line of said curve from said point bears North 09°24'16" East; thence along said curve northwesterly and northerly 130.16 feet through a central angle of 84°44'51" to a tangent intersection with a line which bears North 04°09'07" East and passes through the TRUE POINT OF BEGINNING; thence tangent from said curve North 04°09'07" East 10.29 feet the TRUE POINT OF BEGINNING. AND ALSO EXCEPTING from said Lot "B" all of Parcel 6 (Reservoir Site) of that certain Deed to the City of Azusa recorded February 16, 2007 as Instrument No. 20070340317 of Official Records in said Office of the Country Recorder, said parcel described as follows: COMMENCING at a point in the general westerly line of said Lot "B" as shown on said Tract No. 062150, said point being distant thereon North 38°07'43" West 91.90 feet from southeasterly terminus of that certain course shown as being "North 38°07'43" West 185.82 feet" in said general westerly line; said point being the beginning of a non-tangent curve concave southerly and having a radius of 210.00 feet, a radial line of said curve from said point bears South 02°29'23" East; thence along said curve easterly 26.04 feet through a central angle of 07°06'21"; thence tangent from said curve South 85°23'02" East 9.79 feet to the beginning of a tangent curve concave southerly and having a radius of 100.00 feet; thence a:long said curve easterly 16.80 feet through a central angle of 09°37'42" to a point of compound curvature with a curve concave southwesterly and having a radius of 60.00 feet, a radial line of said curves from said point bears South 14°14'40" West; thence along said curve southeasterly 9.41 feet through a central angle of 08°59'26" to a point of reverse curvature with a curve concave northwesterly and having a radius of 15.00 feet, a radial line Attachment 4 45635.01000\27855115.1 of said curve from said point bears North 23°14'06" East; thence along said curve southeasterly, easterly and northeasterly 19.52 feet through a central angle of 74°33'48"; thence tangent from said curve North 38°40'18" East 33.33 feet to the beginning of a tangent curve concave southeasterly and having a radius of 120.00 feet; thence along said curve northeasterly 54.81 feet through a central angle of 26°10'04"; thence tangent from said curve North 64°50'22" East 183.22 feet to the beginning of a tangent curve concave southerly and having a radius of 85.00 feet; thence along said curve northeasterly, easterly and southeasterly 97.40 feet through a central angle of 65°39'20" to a point of reverse curvature with a curve concave northeasterly and having a radius of 110.00 feet, a radial line of said curve from said point bears North 40°29'42" East; thence along said curve southeasterly 40.18 feet through a central angle of 20°55'45"; thence tangent from said curve South 70°26'03" East 51.41 feet to the beginning of a tangent curve concave southwesterly and having a radius of 137.00 feet; thence along said curve southeasterly 29.54 feet through a central angle of 12°21'12"; thence tangent from said curve South 58°04'51" East 11.96 feet to the TRUE POINT OF BEGINNING; thence North 49°16'55" East 13.13 feet; thence South 23°37'15" East 59.71 feet to the beginning of a tangent curve concave northeasterly and having a radius of 73.00 feet; thence along said curve southerly, westerly, northerly and easterly 399.69 feet through a central angle of 313°42'13" to a non-tangent intersection with a line which bears North 49°16'55" East and passes through the TRUE POINT OF BEGINNING; thence non- tangent from said curve North 49°16'55" East 10.48 feet to said TRUE POINT OF BEGINNING. SUBJECT TO all Covenants, Rights, Rights-of-Way and Easements of record. Attachment 4 45635.01000\27855115.1 Attachment 4 45635.01000\27855115.1 RMC JOINT POWERS AUTHORITY CERTIFICATE OF ACCEPTANCE OF GRANT DEED [APN _______________] This is to certify that the real property conveyed by CITY OF AZUSA, on the Grant Deed dated _______________, 2016, to the AZUSA - RMC JOINT POWERS AUTHORITY (Grantee), is hereby accepted by the undersigned officer on behalf of the Grantee, pursuant to authority conferred by resolution of the Board of Directors. Dated: __________________________ AZUSA-RMC JOINT POWERS AUTHORITY, a public agency and joint powers authority By: _________________________________ ________________________ Executive Officer Attachment 4 45635.01000\27855115.1 EXHIBIT B TO GRANT DEED Joint Powers Agreement Establishing RMC Joint Powers Authority [attached behind this page]