HomeMy WebLinkAboutD-2 Staff Report - Azusa RMC JPASCHEDULED ITEM
D-2
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
DATE: JULY 18, 2022
SUBJECT: DISCUSSION AND DIRECTION REGARDING NOTICE OF INTENT TO
WITHDRAWAL RECEIVED FROM RIVERS MOUNTAINS CONSEVANCY –
PROPOSED DRAFT DISSOLUTION AGREEMENT OF THE AZUSA-RMC JPA
AND APPROVAL OF $15,000 TO REPLENISH JPA OPERATING BUDGET
BACKGROUND:
In December 2016, the Azusa-RMC JPA was formed and included the City of Azusa and the San
Gabriel and Lower Los Angeles and Mountains Conservancy (RMC). The Authority was created
to acquire, develop, maintain, manage, and operate the “Rosedale” subdivision, a dedication of
approximately 201 acres of open space land in the hillsides of north Azusa, and either to retain
title to said land as permanent open space. Rosedale Land Partners (RLP) contributed an initial
$50,000 to cover the operational costs of the JPA. The Authority Board consists of 5 directors; 2
members selected by the Azusa City Council, one chosen by the Azusa Planning Commission and
2 members selected by the RMC Board. Since its creation, the Azusa-RMC JPA has only met a
handful of times and only met once per year after the onset of the COVID-19 pandemic. Their last
meeting was held on July 22, 2021. At that meeting, the board received a report recommending
the dissolution of the Azusa-RMC JPA, transferring subject property to the Watershed
Conservation Authority (WCA) and the establishment of a Technical Advisory Committee.
Although no action was taken at that meeting, board members expressed concerns with the
proposal, mostly dealing with the potential of losing control and/or oversight over the subject
property. No meetings have been held by the JPA since then. However, on July 5, 2022, the City
of Azusa received a Notice of Intent to Withdrawal from the Azusa-RMC JPA.
RECOMMENDATIONS:
Staff recommends that the City Council take the following actions:
1)Discuss the notice of intent to withdrawal and proposed dissolution of the Azusa-RMC
JPA;
APPROVED
CITY COUNCIL
7/18/2022
Azusa-RMC JPA Dissolution
July 18, 2022
Page 2
2) Authorize an amount of $15,000 to replenish the Azusa-RMC JPA operating budget; and
3) Direct the City Manager and City Attorney to work with the Rivers and Mountains
Conservancy on dissolution agreement for future consideration.
ANALYSIS:
Essentially, the City has three options; 1) City takes back the land, 2) create a new JPA, or 3) as
proposed by the RMC, transfer land to the WCA. Of the three options, option 3 appears to be the
most-viable alternative - it would transfer the liability, ongoing maintenance and operations to a
suitable organization whose mission it is to connect communities with nature, increase access to
open space and recreational opportunities within the San Gabriel and Lower Los Angeles Rivers
Watersheds.
WCA was established in 2003 as a JPA. Member agencies include the San Gabriel and Lower Los
Angeles Rivers and Mountains Conservancy (RMC) and Los Angeles County Flood Control
District. WCA Governing Board is comprised of seven (7) voting members and 1 non-voting
member. This includes three (3) members appointed by the RMC, one (1) member representing
four of the five Los Angeles County Board of Supervisors Districts, and a non-voting member
representing the Los Angeles County Public Works Department. Items of interest would be
presented to a newly formed Technical Advisory Committee (TAC) for input and
recommendations to the WCA Board. Members of the TAC as proposed by the RMC would
include:
• Two (2) staff members of the City of Azusa
• One (1) at-large community member selected by the Azusa City Council
• Two (2) staff members from the RMC
To ensure that the City Council is kept up to date on related matters and that proposals impacting
the former property are thoroughly vetted, staff recommends the following composition of the
proposed TAC:
• Two (2) current members of the Azusa City Council
• One (1) At-large community member appointed by the Azusa City Council
• Azusa City Manager or designee
• Two (2) staff members from the RMC
FISCAL IMPACT:
The original $50,000 seed money has been depleted. As of June 30, 2022, there is a negative fund
balance of $1,615 in the Azusa-RMC JPA account. Replenishing the account in the amount of
$15,000 would allow the JPA to continue to function until an appropriate dissolution can be
reached. If Council agrees to provide the $15,000, the Azusa-RMC JPA Board would have to adopt
a budget, then Staff would subsequently return to Council to adopt a resolution, also adopting the
budget.
Azusa-RMC JPA Dissolution
July 18, 2022
Page 3
Prepared and Approved by:
Sergio Gonzalez
City Manager
Attachments:
1) Notice of Intent to Withdrawal from Azusa-RMC JPA: July 1, 20022
2) Azusa-RMC JPA Staff Report: July 22, 2021
3) Draft Dissolution Agreement
4) City of Azusa Staff Report and Attachments: June 20, 2016
Attachment 1
AZUSA – RMC JOINT POWERS AUTHORITY
AGENDA ITEM 12
TO: GOVERNING BOARD MEMBERS
FROM: MARK STANLEY, EXECUTIVE OFFICER
DATE: July 22, 2021
SUBJECT: Consideration of a resolution recommending Azusa-RMC JPA dissolution
and transfer to Watershed Conservation Authority and establishment of
Technical Advisory Committee
RECOMMENDATION
That the Azusa-RMC JPA Governing Board approve a resolution authorizing the Executive
Officer to negotiate the terms of a mutually acceptable JPA dissolution agreement with the
Azusa-RMC JPA member agencies based on the recommendation to transfer the property
to Watershed Conservation Authority (WCA) and the establishment of a Technical
Advisory Committee.
BACKGROUND:
Exhibit A: Site Map
Exhibit B: Current JPA Agreement
The Azusa-RMC Joint Powers Authority (JPA) was formed on December 7, 2016
pursuant to Title 1, Division 7, Chapter 5, Article 1 (6500 et seq.) of the California
Government Code. The member agencies include the following:
•San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy (RMC),
a state agency organized within the California Resources Agency, and
•City of Azusa, a State of California city
In January 2017, the Azusa-RMC JPA acquired the property [AIN 8584-024-905, 8584-
024-906], approximately 201 acres of undeveloped land in the San Gabriel Mountain
Foothills above the City of Azusa, for the purpose of watershed restoration, community-
driven stewardship, and potential for low-impact recreation (See Exhibit A: Site Map).
Item 12
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Attachment 2
Due to a lack of revenue, including zero in-kind contributions and services in the future
from both the City of Azusa and potentially RMC, there will be a budget deficit for FY
2021/2022 and subsequent fiscal years thereafter based on current revenue projections.
In order to best manage the 201 acre site long-term, to adequately protect existing natural
and scenic resources, preserve landscape connections to adjacent conservation lands, to
explore potential trail connection to the Glendora Ridge Mtwy, and seek to restore coastal
sage scrub, chaparral, and walnut woodland burned in the 2014 Colby Fire, staff is
recommending that the property is transferred to the Watershed Conservation Authority
(WCA), another local, JPA who members are the RMC and Los Angeles County Flood
Control District. WCA serves communities in the region through the conservation and
preservation of open space and through the improvement of access to parks and trails, and
would be an appropriate management agency going forward. More information about
WCA can be found at: https://www.wca.ca.gov/
Additionally, staff recommends the establishment of a five (5) member Technical Advisory
Committee (TAC) that would provide recommendations on all items of interest presented
to the WCA Board. Members of the TAC would be comprised of:
• Two (2) staff members from the City of Azusa,
• One (1) at large community member selected by City Council of the City of Azusa,
• Two (2) staff members from RMC.
WCA would act as the TAC administrator.
Staff, upon Azusa-JPA Board Member approval, will take steps to dissolve the
organization in accordance with the formation document, Azusa-RMC JPA Joint
Exercise of Powers Agreement, Article 7, Termination / Amendment Sections 7.2 and 7.3
(See Exhibit B: current JPA Agreement).
FISCAL IMPACT:
All funding sources will be closed and reconciled upon prior to dissolution There is no
fiscal impact with the approval of this item.
Item 12
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Rosedale Hillside Property
0 2,0001,000 FeetData: Base Map Service from ESRI and their data providers. Parcel information provided by the Los Angeles County Assessor's Office.
Azus
a-Glendora R i d g e Trail
SubjectProperty
River Wilderness Park -WCA
Rosedale Development
Beatty DebrisBasinLACFCD
Mountain CoveDevelopment
±201 acres
Pasadena City Open Space
Azusa Foothill Property
Angeles National Forest/San Gabriel MountainsNational Monument
S A N G A B R I E L R I V E R
Exhibit A
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Exhibit B Item 12
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July 22, 2021 – Item 12
RESOLUTION 2021-03
RESOLUTION AUTHORIZING THE EXECUTIVE OFFICER TO
NEGOTIATE THE TERMS OF A MUTUALLY ACCEPTABLE JPA
DISSOLUTION AGREEMENT WITH AZUSA-RMC JPA AGENCIES
WHEREAS, the Azusa-RMC Joint Powers Authority (Authority) has been established as a joint
powers authority between the City of Azusa and San Gabriel and Lower Los Angeles Rivers and
Mountains Conservancy; and
WHEREAS, the Authority has been established 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; and
WHEREAS, this action authorizes the Executive Officer to negotiate the terms of a mutually
acceptable JPA dissolution agreement with the Azusa-RMC Joint Powers Authority (Azusa-RMC
JPA) and its member agencies; and
WHEREAS, the proposed action is not a “project” under Section 15378(b)(5) of the California
Environmental Quality Act (CEQA) Guidelines because it pertains to organizational or
administrative activities that will not result in direct or indirect physical changes to the
environment.
NOW, Therefore be it resolved that the Authority hereby:
1. FINDS that this action is consistent with the purposes of the Authority.
2. FINDS that the actions contemplated by this resolution are not a “project” subject to the
requirements of CEQA.
3. ADOPTS the staff report dated July 22, 2021.
4. AUTHORIZES the Executive Officer to negotiate the terms of a mutually acceptable JPA
dissolution agreement with the Azusa-RMC JPA and its member agencies.
~ End of Resolution ~
//
Item 12
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Resolution 2021-03
Motion: _______________________ Second: _______________________
Ayes: ________ Nays: ____________ Abstentions: _____________
Passed and Adopted by the Board of the
Azusa-RMC Joint Powers Authority
On July 22, 2021
________________________________
Governing Board Chair
ATTEST:________________________________
Authority Attorney
Item 12
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1
AZUSA-RMC JOINT POWERS AUTHORITY
DISSOLUTION AGREEMENT
THIS DISSOLUTION AGREEMENT (“Agreement”) is made and entered into this ____ day
of _____________, 202X 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 “RMC”) a state agency organized
within the California Natural Resources Agency pursuant to California Public Resources Code
(PCC § 32600 et seq.). For the purposes of this Agreement, the City and the RMC may be referred
to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to the
City and RMC interchangeably, as appropriate.
RECITALS
WHEREAS, the Parties entered into that certain Joint Powers Agreement dated December
7, 2016 (“JPA”), establishing the Azusa-RMC Joint Powers Authority, a joint powers authority
(“Authority”), pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code
section 6500, et seq.; and
WHEREAS, the Authority was created to acquire, develop, maintain, manage, and operate
the “Rosedale” subdivision, a dedication of approximately one hundred eighty (180) acres of open
space land in the hillsides of north Azusa 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, but
as of the date of this Agreement transfer has not begun; and
WHEREAS, Article 1.2 of the JPA provides that the Authority shall continue until the JPA
is terminated either by either party by complying with the withdrawal provisions of Article 7.3 and
upon the effective date of a Dissolution Agreement describing the rights and responsibilities of
termination between the Parties; and
WHEREAS, the Parties seek to terminate the JPA and dissolve the Authority with an
Effective Date of MMMM DD, YYYY, and consistent with the provision of Article 7 of the JPA,
the Parties desire to enter into this Agreement to authorize and consent to the termination of the
JPA and the dissolution of the Authority, and to provide for the distribution of the Authority’s
assets.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows:
ARTICLE I
TERMINATION OF THE JPA AND DISSOLUTION OF THE AUTHORITY
1.1 Dissolution of the Authority. The Parties agree to dissolve the Authority effective as of the
date of the Authority has both satisfied all outstanding debts and liabilities and distributed
the remaining Authority assets as provided herein (“Effective Date”). After the Effective
Date, the Parties agree not to do any further business or to incur any further obligations on
Attachment 3
2
behalf of the Authority, except as deemed necessary to (i) complete any remaining
distribution of Authority assets; (ii) complete the winding up of unfinished business; or
(iii) carry out liquidating of the affairs of the Authority.
1.2 Termination of the JPA. Pursuant to Article 7.3 of the JPA, the Parties agree to terminate
the JPA as of the Effective Date. The Parties acknowledge and agree that as of the Effective
Date the JPA shall of no further force and effect.
1.3 Winding-up. The Parties authorize the Authority’s Executive Officer to oversee the wind-
up the affairs of the Authority, including:
a) Payment of all known outstanding debts and liabilities and all costs, and payment
of all other expenses associated with the dissolution of the Authority;
b) Distribution of the remaining Authority assets as set forth in Section 4, below;
c) Preparation of a final audit report of the Authority’s accounts and records to be
submitted to the Parties upon completion of the dissolution process;
d) Filing of an Amendment of a Joint Powers Agreement Form and Statement of Facts
– Roster of Public Agencies with the office of the California Secretary of State; and
e) Any and all other actions or tasks determined reasonably necessary or appropriate
to wind-up the affairs of the Authority and complete the dissolution process.
1.4 Distribution of Assets. Consistent with the JPA, the Parties agree that the assets remaining
after all of the Authority’s debts and liabilities have been fully discharged shall be as
follows:
a) All interests in real property or land use rights contributed by the XXX shall be
deeded solely to the XXX; and
d) All remaining seed funds from the Rosedale developers, as part of the Development
Agreement, shall be transferred to the XXX.
e) Authority will deliver to the XXX all plans, documents, digital files, GIS, grant proposals
and other related documents for the Azusa-RMC JPA no later than 30 days from the
Effective Date.
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ARTICLE II
RELEASE
2.1 Release. Upon the Effective Date, the Parties hereby release and discharge each other, each
of their respective assigns and successors and each of their directors, officers, employees
and agents, from any and all claims, actions, debts, liabilities, demands, obligations,
promises, acts, agreements, costs and expenses (including, without limitation, court costs
and attorneys’ fees), damages, and causes of action of whatever kind or nature, whether
known or unknown, suspected or unsuspected, arising, or accruing before the Effective
Date, based on, arising out of, or in connection with (i) the operation of the Authority since
its inception, including, without limitation, the ownership, management, development and
disposition of its assets, and (ii) the breach of any representation, warranty or covenant in
the JPA dated December 7, 2016, and all matters directly or indirectly claimed or alleged
between the Parties in connection therewith or in any way related thereto.
2.2 The Parties agree and acknowledge that the release contained in Article II of this
Agreement applies to both known and unknown claims and agree to waive the benefits of
California Civil Code §1542, which states as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
The Parties agree and represent that they may hereafter discover facts different from or in
addition to those they now know or believe to be true in respect to the claims, demands,
debts, liabilities, accounts, actions or causes of action herein released, and hereby agree
that these releases shall be and remain in effect in all respects as complete, general and full
releases as to the matters released, notwithstanding any such different or additional facts,
unless such facts were negligently or intentionally misrepresented by any Party.
ARTICLE III
MISCELLANEOUS
3.1 Assignment. No Party shall assign this Agreement to any other person or entity, in whole
or in part, without the express written consent of all other Parties.
3.2 Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in writing by
the party making the waiver.
3.3 Notices. Any notice or other communication required or permitted to be given under this
Agreement shall be directed to the Parties at their respective addresses shown below, or
such other address as either party may, from time to time, specify in writing for this
purpose:
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if to City: City of Azusa
ATTN: City Manager
213 E. Foothill Boulevard
Azusa, CA 91702
with a copy to: Best Best & Krieger LLP
ATTN: Azusa City Attorney
18101 Von Karman Avenue, Suite 1000
Irvine, CA 92612
if to RMC: San Gabriel & Lower Los Angeles Rivers and
Mountains Conservancy
ATTN: Executive Officer
100 N. Old San Gabriel Canyon Road
Azusa, CA 91702
with a copy to: Department of Justice
Office of the Attorney General
ATTN: RMC Deputy Attorney General
300 South Spring Street, Suite 1702
Los Angeles, CA 90013
3.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter contained herein and supersedes all prior or
contemporaneous oral or written agreements, representations, statements, documents, or
understandings of the Parties.
3.5 Amendment. No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by all Parties.
3.6 Governing Law and Venue. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of California. Without exception any action or litigation
proceeding brought by any Party in which this Agreement is subject, the venue shall be the
Los Angeles County Superior Court of the State of California. If applicable law requires
that all or part of any such litigation be tried in federal court, venue, without exception,
shall be the Central District of California located in the City of Los Angeles, California.
3.7 Effect of Headings. The headings of the paragraphs of this Agreement are included for
purposes of convenience only, and shall not affect the construction or interpretation of any
of its provisions.
3.8 Invalidity. Any provision of this Agreement which is invalid, void, or illegal, shall not
affect, impair, or invalidate any other provision of this Agreement, and such other
provisions of this Agreement shall remain in full force and effect.
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3.9 Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
3.10 Further Assurances. Each Party agrees to execute, acknowledge, and deliver such further
instruments as may be necessary or desirable to accomplish the intent and purpose of this
Agreement, provided that the Party requesting such further action shall bear all costs and
expenses related thereto.
3.11 Severability. Any provision of this Agreement which is determined by a court of competent
jurisdiction to be invalid or unenforceable shall be invalid or unenforceable only to the
extent of such determination, which shall not invalidate or otherwise render ineffective any
other provision of this Agreement.
(SIGNATURES ON NEXT PAGE)
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IN WITNESS WHEREOF, the Parties have entered into and executed this Agreement on the day
and year indicated hereinafter.
CITY OF AZUSA SAN GABRIEL AND LOWER LOS ANGELES
RIVERS AND MOUNTAINS CONSERVANCY
By:_______________________________ By:_______________________________
Its:________________________________ Its:________________________________
Dated:_____________________________ Dated:_____________________________
ATTEST ATTEST
By:_______________________________ By:_______________________________
Dated:_____________________________ Dated:_____________________________
APPROVED AS TO FORM APPROVED AS TO FORM
By:_______________________________ By:_______________________________
Dated:_____________________________ Dated:_____________________________
SCHEDULED 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.
Attachment 4
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 AAZUSA
Parcel 2
Parcel 3
Parcel 1
Sierra Madre Ave.
Azusa Ave.
San Gabriel Ave.
S a n G a b ri e l C y n . 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]