SMMC – Baldwin Hills – Joint Powers Agreement

PREAMBLE

WHEREAS, for more than twenty years the County of Los Angeles has worked to acquire and protect the open space resources of the Baldwin Hills; and

WHEREAS, through the efforts of the County of Los Angeles, the Kenneth Hahn State Recreation Area administered by the County, in the Baldwin Hills, is one of the nation’s premier urban recreation areas; and

WHEREAS, as the last major open space resource within the central Los Angeles urban area, the Baldwin Hills provides essential relief from the urban environment and provides park and recreational opportunities to an under-served population; and

WHEREAS, due to intense urbanization, Los Angeles County has a large unmet need for parkland and natural habitat, and the Baldwin Hills provide an unparalleled opportunity to provide urban parkland and restore lands substantially to their natural condition and provide valuable resources for birds, plants and animals and science education opportunities for urban youth; and

WHEREAS, it is critical that these last remaining open space lands in the middle of an intensively developed urban area be protected and restored for this and future generations; and

WHEREAS, the people of the County of Los Angeles have enacted Proposition A of 1992 that established the Los Angeles County Regional Parka and Open Space District, and Proposition A of 1996 that calls for a significantly greater acquisition program within the Baldwin Hills to expand the Kenneth Hahn Recreation Area; and

WHEREAS, the Santa Monica Mountains Conservancy has since 1980 acquired open space land for conservation, recreation and natural habitat restoration purposes; and

WHEREAS, the Santa Monica Mountains Conservancy desires to assist in the protection, enhancement, and appropriate recreational development of urban space areas and the pursuit of outside funding sources at local, state, and federal levels so that the benefits of natural lands and open space can be more equitably distributed among all residents of the greater Los Angeles Metropolitan Area;

Now, therefore, pursuant to the Joint Exercise of Powers Act (Government Code §6500 et seq.) the County of Los Angeles (hereinafter “COUNTY”), and the Santa Monica Mountains Conservancy, an agency of the State of California (hereinafter “CONSERVANCY”) (hereinafter “parties” or “member agencies”), agree as follows:

1. PURPOSE

1.0. The purpose of this agreement is to provide for a comprehensive program to acquire, expand and improve open space, natural habitat and recreational opportunities within the Baldwin Hills, to improve connections between Baldwin Hills and other natural and recreational areas, including Ballona Creek, and for the conservation, protection of natural habitat restoration, and environmental enhancement of the Baldwin Hills area and protection of the Ballona Creek watershed and water quality.

1.1. Acquisitions may be by the way of gift, devise, purchase, exchange or eminent domain and shall extend to any interest in real or personal property necessary to carry out the purposes of this agreement.

2. POWERS

2.0. The parties hereto agree to exercise their common powers to the maximum extent thereof for the purposes of implementing this agreement, including, but not limited to, all of the following powers: to make and enter into contracts; to employ agents and employees, to contract for services deemed necessary to meet the purposes of the Authority; to acquire, including lease, purchase or lease purchase, hold and dispose of any interest in real or personal property necessary to carry out the purpose of this Agreement; to construct, manage, and maintain facilities and services; to sue and be sued in its own name, to incur debts, liabilities and obligations. However, in debts, liabilities and obligations of the Authority shall not constitute any debt, liability or obligation of a party to this Agreement; to apply for and accept grants for financial aid pursuant to any applicable state or federal statute or regulation; to recommend funding shares and/ or funding sources o the parties.

It is the intent of the parties to this agreement to specifically provide that in the event of the exercise of the commonly held power of eminent domain to accomplish the purposes of this agreement, that no consent shall be required from the jurisdiction in which the property to be acquired lies or from any jurisdiction which includes such property in its sphere of influence.

2.1. Such powers are subject to the restrictions upon the manner of exercising the powers as imposed upon the COUNTY, as provided in, and for the purpose of, Government Code §6509. Powers common to each member shall include any powers granted to each member by legislative amendment subsequent to the date of this Agreement;

2.2. Neither the AUTHORITY, nor any of the parties acting collectively, shall have the power to raise revenues and/ or incur debt through taxation, assessment and/ or levy of any kind. Notwithstanding the forgoing prohibition, a party to this agreement may form a benefit district or incur debt, within its individual boundaries and utilizing its statutory authority, in furtherance of the purposes of the AUTHORITY.

2.3. The Authority shall have such additional powers as authorized by the Joint Powers Act at Government Code 6500 et seq. and as that ACT may be amended. Such powers shall be exercised as required by statute.

3. JURISDICTION

3.0. For purposes of this agreement, the Baldwin Hills shall include the Kenneth Hahn State Recreation Area and such other areas as may be needed within the boundary of the Second Supervisoral District, to provide additional open space, natural habitat and habitat connections, trails and trail connections that are necessary to provide public access and recreational amenities that will enhance the Kenneth Hahn State Recreational Area and further the purposes of this agreement. The governing board established pursuant to § 5.1 of this agreement may from time to time, publish a map and description more particularly describing the Baldwin Hills area as such term is used in this agreement.

4. SEPARATE ENTITY

4.0. ”Baldwin Hills Regional Conservation Authority” (hereinafter “AUTHORITY”) is herby established as a separate public entity within the meaning, and for the purposes of, the Joint Exercise of Powers Act (Government Code §6500 et seq.)

5. GOVERNING BOARD

5.0. Authority shall be governed by a “board constituted pursuant to the agreement” within the meaning of Government Code §6506.

5.1. The Governing Board of the Authority is hereby established as follows:

(a) The member of the County Board of Supervisors representing the majority of the area encompassed by the Baldwin Hills, or his or her designee, who shall serve as Chairperson of the AUTHORITY.
(b) The Director of the Los Angeles County Department of Parks and Recreation or his or her designee, who shall serve as Vice Chairperson of the AUTHORITY.
(c) Two public members appointed by the CONSERVANCY, neither of who shall be employees thereof.
(d) One public member who shall be nominated by the Chairperson and Vice Chairperson of the AUTHORITY and confirmed by the County Board of Supervisors and the CONSERVANCY.

6. ADVISORY COMMITTEE

6.0. The Governing Board may appoint an Advisory Committee to assist it in its deliberations. Such committee, it appointed, shall be comprised of individuals who are broadly representative of the community and the diverse interests that have a stake in the Baldwin Hills area.

7. MEETINGS

7.0. The Governing Board shall provide for its regular meetings provided that it shall hold at least one regular meeting in each quarter of each year and such further meetings as may be reasonable. All meetings of the Governing Board shall be called, held, and conducted in accordance with the provisions of the Ralph M. Brown Act and with such further rules of the Governing Board as are not inconsistent therewith.

7.1. The Authority shall keep, or cause to be kept, the minutes of the Governing Board’s open minutes, and shall as soon as possible after each meeting, forward a copy pf the minutes to each member of the Governing Board and to the governing body of each of the participating entities to this agreement.

8. QUORUM AND PROCEDURE

8.0. A majority of the Governing Board shall constitute a quorum for the transaction of business. The affirmative vote of a majority of those members present and voting shall constitute an action of the Governing Board, except that a minimum of three affirmative votes are required for action.

8.1. Where applicable, Robert’s Rules of Order, Newly Revised, shall govern the procedures of the Governing Board, except when inconsistent with the Ralph M. Brown Act or other procedures previously adopted by the Governing Board.

9. COMPENSATION

9.0. Members of the Governing Board shall serve without compensation except that a reasonable allowance or reimbursement for attendance at meetings of the Governing Board, as determined by the Governing Board, may be paid to the pubic members to the extent compatible with Government Code §1126, Public Contract Code § 10410 and 10411, and any other statute and the Los Angeles County Code.

10. ADMINISTRATION

10.0. The Authority shall be administered in accordance with the policies and directives of the Governing Board. It shall have an Executive Officer who shall have charge of, handle, or have access to any and all property of the AUTHORITY as provided in Government Code §6505.1.

10.1. The Executive Director of the Santa Monica Mountains Conservancy shall serve ex officio, without additional compensation, as Executive Officer of the AUTHORITY for the first five years following the effective date of this Agreement and until reappointment or selection of a successor. After the first five years, the AUTHORITY may reappoint the initial Executive Director, or may appoint a new Executive Director, to serve at the pleasure of the AUTHORITY Board for subsequent terms of two years and on such other terms as the AUTHORITY board may provide.

10.2. The Treasurer of the County shall be duly appointed and acting treasurer of the AUTHORITY. The AUTHORITY shall reimburse the County for costs incurred pursuant to this section, subject to prior approval of costs by the Governing Board at a rate to be set by COUNTY through its Treasurer.

10.3. The AUTHORITY may use counsel from its member agencies, and/ or it may retain independent counsel.

10.4. To implement this Agreement the parties hereto may loan employees to the AUTHORITY.

11. FISCAL CONTROLS

11.0. The Fiscal year of the AUTHORITY shall be the fiscal year of the County.

11.1. As provided in Government Code §6504, and to the extent otherwise permitted by law, COUNTY and CONSERVANCY herby provide that (a) contributions from their respective agencies’ treasurers may be made for the purposes set forth in this agreement, (b) payments of public funds may be made to defray the cost of such purposes, (c) advances of public funds may be made for the purposes set forth in this agreement, such funds to be repaid as provided herein, (d) personnel, equipment or property of one or both of the parties to this agreement may be used in lieu of other contributions or advances. The contributions, payments or advances are in any instance to be paid to and disbursed by the AUTHORITY.

11.2. The AUTHORITY shall be strictly accountable for all funds, receipts and disbursements. The AUTHORITY shall prepare an annual budget. Public funds may not me disbursed by the AUTHORITY except pursuant to the adopted budget of the AUTHORITY, and all receipts and disbursements shall be in strict conformance with the adopted and approved budget.

11.3. The treasurer of the AUTHORITY shall be the depository and have custody of all money of the AUTHORITY from whatever source. In accordance with Government Code §6505.5, the treasurer shall:

(a) Receive and receipt for all money of the AUTHORITY and place it in the treasury of the COUNTY to the credit of the AUTHORITY. All interest on funds deposited with the treasurer shall accrue to the AUTHORITY to be used for the purposes thereof pursuant to the adopted budget.
(b) Be responsible on his or her official bond for safekeeping and disbursement of all AUTHORITY money so held.
(c) Pay, when due, out of money of the AUTHORITY so held, all sums due on outstanding obligations of the AUTHORITY. Said sums shall be paid only by warrants of the public officer performing the functions of auditor or controller of this AUTHORITY.(d) Verify and report in writing on a quarterly basis to the AUTHORITY and to the parties to this agreement, the amount of receipts since the last report, and the amount paid out since the last report.

11.4. The Auditor Controller of the COUNTY shall perform the functions of auditor or controller of the AUTHORITY. Such person is hereby designated as the financial Officer of the AUTHORITY who shall perform the functions of the Auditor stated in Government Code §6505 and 6505.5. The Auditor Controller shall either make or contract with a certified public accountant to make, annual audit of the accounts and records of the AUTHORITY. In each case the minimum requirements of the audit shall be those prescribes by the State Controller for special districts under § 26909 of the Government Code, and shall conform to the generally accepted auditing standards. Where an audit of an account and records is made by a certified public accountant, a report thereof shall be filed as a public record with each of the parties to this agreement. Such report shall be filed within six months of the end of the fiscal year under examination. Any costs of the audit, including contracts with or employment of a certified public accountant, shall be borne by he AUTHORITY and charged against any unencumbered funds of the AUTHORITY.

11.5. The Treasurer shall have the power to invest any money of the AUTHORITY in the custody of the treasurer in the same manner and upon the same conditions as local agencies pursuant to Government Code §53601.

11.6. The AUTHORITY agrees to fully indemnify the Treasurer and the Auditor for and against all damages, claims or liability incurred as a result of the performance of their duties hereunder, unless cased by the willful misconduct or gross negligence of the Treasurer, the Auditor or their staff or employees.

12. BONDS

12.0. The executive officer, and treasurer shall file an official bond with the AUTHORITY. When deemed appropriate by the AUTHORITY, a master bond may be utilized as referred to in Government Code §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 COUNTY deems appropriate. The bond shall be in the amount of not less than $50,000. The premium shall be paid by the AUTHORITY.

13. LIABILITY OF AGENCY, OFFICERS AND EMPLOYEES

13.0. Pursuant to Government Code § 6508.1, the parties to this Agreement specify that the debts, liabilities, and obligations of the AUTHORITY shall not be the debts, liabilities and obligations of either of the parties to this Agreement.

Specifically, neither the AUTHORITY nor the Governing Board shall have the power or authority to bind the parties to this agreement, or any of them to any debt, liability, contract, or obligation, or to employ any person on behalf of the parties, or any of them.

No action or omission of the parties or any of them shall be attributable to any other parties to this agreement except as expressly provided in this Agreement.

13.1. The tort liability of the AUTHORITY and all members of the Governing Board, and the executive officer and employees of the parties to this agreement who may be loaned to the AUTHORITY, shall be controlled by the provisions of Division 3.6 of the Government Code. The provisions of Division 3.6 of the Government Code relating to indemnification of public employees and the defense of actions arising out of any act or omission occurring in the scope of their employment shall apply to all members of the Governing Board, officers, and employees with respect to the AUTHORITY. The AUTHORITY shall indemnify and hold harmless individual Governing Board members, officers and employees for actions taken lawfully and in good faith pursuant to this Agreement. Nothing in this section or agreement shall be construed to limit defenses available to the AUTHORITY, its officers, employees staff, governing board members or member agencies under any law, including the Government Tort Claims Act set out in California Government Code § 830 et seq.

14. INSURANCE

14.0. The AUTHORITY may acquire and maintain insurance as appropriate to the extent premiums of any insurance are provided in the adopted budget of the AUTHORITY.

15. ANNUAL BUDGET / PROPERTY TRANSFERS

The Governing Board of the AUTHORITY shall approve a preliminary budget for the succeeding fiscal year prior to May 1 of each year. The Governing Board shall adopt a final budget subject to annual contributions from member agencies. The member agencies share of the AUTHORITY’s annual budget shall be approved by the member agencies.

At the request of the County Director of Parks and Recreation, AUTHORITY shall offer to transfer to the County of Los Angles, at no additional cost, any property interests acquired by the AUTHORITY.

16. TERM

This agreement shall continue in full force and effect from year to year.

17. DISPOSITION OF PROPERTY AND FUNDS

17.0. Upon termination of this Agreement, the AUTHORITY forthwith shall wind up its affairs, including discharging of all its outstanding legal obligations. Personal property and unencumbered funds remaining in the AUTHORITY shall be retuned to the party or source from which he funds or personal property were obtained, except as mutually agreed by the parties. All real property, if any, owned by the AUTHORITY shall be conveyed as the AUTHORITY shall determine, and if no determination is made, then such property shall be transferred to COUNTY to become part of Kenneth Hahn State Recreation Area, or disposed of consistent with all applicable restriction, at the option of COUNTY.

18. WITHDRAWAL OF PARTIES

18.0. Notwithstanding any other provision of this Agreement, any party may by resolution of its governing board withdraw as a party to this Agreement provided that: (1) at the time of withdrawal, that party has either discharged, or arranged for the discharge of, any pending legal or financial obligations it has assumed under or pursuant to this Agreement and (2) it provides written notice of its intent to withdraw to the Executive Officer not less than one year prior to the effective date of its withdrawal.

19. CONTRIBUTION OF CONSERVANCY

Exclusive of grants which the COUNTY or the CONSERVANCY may award to the AUTHORITY, the CONSERVANCY contribution to the AUTHORITY shall be, in any fiscal year, within contract delegation amount pursuant to state law, unless specific authorization for a great contribution is granted by the state. Contribution is here defined to include monetary contributions, if any, and the reasonable value of the services of any employees of the CONSERVANCY loaned by it to the AUTHORITY, if any. This section shall not affect the mutual exchange of services between parties to this agreement and the AUTHORITY without payment of any consideration other than such services. Such mutual exchanges of services. Such mutual exchanges of services is hereby authorized to the extent permitted by § 6506 o the Government Code. Each party to this agreement shall contribute $500 per annum to cover costs of mailing notices and others required expenditures.

20. NON- DISCRIMINATION

20. The provisions of the State of California Non-Discrimination Clause (Form 17B) are attached and by this reference incorporated herein.

21. APPLICATION OF POWER

21. Insofar as powers common to the COUNTY included in this agreement, and not to the CONSERVANCY, are exercised by the AUTHORITY, the governing Board and officers shall exercise such powers as the administering agency of this agreement pursuant to Government Code § 6508, notwithstanding the fact they may be appointed by, or representative of, the CONSERVANCY.

22. AMENDMENT TO THE AGREEMENT

22.0. The provision of this agreement may be amended only upon the unanimous agreement of the parties to the agreement.

23. SUCCESSOR STATUTES

23.0. All statutes cited herein shall be deemed to include amendments and/ or successor statues to the cited statutes as they presently exist.

24. CONSTRUCTION: NUMBER, GENDER, CAPTION

24.0. This AGREEMENT has been executed in the State of California and shall be construed according to the law of the said State. Numbers and genders are used herein shall be construed to include that number and/ or gender which is appropriate in the context of the text in which either is included. Captions are included herein for the purposes of each reading and identification. Neither gender, number nor captions used herein shall be construed to alter the plain meaning of the text in which any or all of them appear.

25. AGREEMENT TO COMPLETE

25.0. This AGREEMENT constitutes the full and complete agreement of the parties.

IN WITNESS WHEREOF, the parties hereto caused this agreement to be executed on the 27th of April, 1999 by their duly authorized representatives.

NONDISCRIMINATION CLAUSE

1. During the performance of this contract, contractor and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age (over 40), marital status, denial of family care leave and denial of pregnancy disability leave. Contractors and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

2. This contractor shall include the non-discrimination and compliance provisions of this clause in all subcontracts to perform work under contract.