SMMC – Whittier-Puente Hills – Joint Powers Agreement

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 between the following parties:

The SANTA MONICA MOUNTAINS CONSERVANCY, (hereinafter “The Conservancy”), a public agency of The State of California established pursuant to Division 23 of The Public Resources Code (Section 33000 et seq.);

The CITY OF WHITTIER, (hereinafter “The City”), a charter city organized and existing under the laws of The State of California.

WHEREAS, The Conservancy has The authority and expertise to acquire, develop, and conserve open space and other parkland for The public benefit, and for public recreation use and enjoyment; 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 land within The Whittier Hills, which is The area boarded by The 605 Freeway on The west, The 60 Freeway on The north, Hacienda Boulevard on The east, and Whittier Boulevard on The south, constitutes a unique and valuable economic, environmental, scientific, educational and recreational resource which should be held in trust for present and future generations; and

WHEREAS, Proposition A, in Section 8(c)6 allocates not less than $7,000,000 to The Conservancy for expenditure in The Whittier Hills and provides that prior to The expenditure of such funds The Conservancy shall enter into a joint powers agency with The City of Whittier in order to facilitate The preservation of park and open space land, and

WHEREAS, The Conservancy and The City find and determine that it would be to their mutual advantage and The public benefit to coordinate their power, authority and expertise to facilitate The acquisition, development and conservation of The Whittier Hills; and

WHEREAS, The parties desire, by means of this Agreement, to establish an organization and procedure for such exercise of power and authority, and to provide for the organization’s power and procedures; Now

SECTION 1. TERM OF AGREEMENT

1.0 This agreement shall become effective upon the date last executed and shall revoke any prior agreements executed.

SECTION 2. PURPOSE OF AGREEMENT

2.0 The purpose of this agreement is to acquire, develop, and conserve additional park and open space lands within The Whittier Hills.

SECTION 3. CREATION OF AUTHORITY

3.0 The authority hereby created shall be separate entity “The Whittier/Puente Hills Conservation Authority” hereinafter referred to as “Authority.” By no later than July
1, 1994, The Authority shall submit to both The Conservancy and The City a work program and its initial budget. The initial budget of The Authority shall consist of the $7,000,000 provided to The Conservancy in Proposition A for acquisitions in The Whittier Hills.

SECTION 4. POWERS OF AUTHORITY

4.0 The Authority shall have all powers common to the parties to this agreement, and such other powers as may be provided by statute applicable to local park agencies which relate to park and open space real property and associated personal property. Said common powers include, but are not limited to, all those powers specified in Government Code Section 6508. The Authority shall contract with existing public entities, including other joint powers agencies composed of one or more parties to this agreement, for The performance of all field operations and services, except to The extent that The Governing Board determines otherwise.

4.1 In addition to those powers specifically set forth herein, The Authority shall have such additional powers as apply generally to separate public entities established pursuant to The Joint Exercise of Powers Act (Chapter 5 [commencing with Section 6500] of Division 7 of Title 1 of The Government Code) insofar as such powers are necessary or convenient to carry out The purposes and objectives of this Agreement.

4.2 The Authority is hereby empowered to do all acts necessary for the exercising of such powers within The Whittier/Puente Hills.

4.3 Such powers are subject to the restrictions upon the manner of exercising the powers as imposed upon The City of Whittier, as provided in, and for the purposes of, Government Code Section 6509.

SECTION 5. GOVERNING BOARD

5.0 The Authority shall be governed by its Governing Board which shall consist of five (5) members, who shall be appointed for a two year term as follows:

Two (2) members shall be full voting members of The Conservancy as designated by The Conservancy.

Two (2) members shall be full voting members of The Whittier City Council as designated by The City Council.

One (1) member shall be a public member who is a resident of The City of Whittier, chosen by the other members of The Governing Board, and confirmed by The Whittier City Council and The Conservancy. The public member may be removed at any time by action of both The Whittier City Council and The Conservancy.

SECTION 6. MEETINGS

6.0 The Governing Board of The Authority shall fix the hour, date, and place for its regular meetings. Special meetings may be held as provided for in The Ralph M Brown Act (Government Code Section 54950 et seq.).

6.1 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.

6.2 The Executive Officer of The Authority shall keep, or cause to be kept, The minutes of The Governing Board’s meetings, both regular and special, and shall as soon as possible after each meeting, forward a copy of The minutes to each member of The Governing Board and to The Conservancy and to The City of Whittier.

SECTION 7. QUORUM AND PROCEDURE

7.0 Three (3) members of The Governing Board shall constitute a quorum necessary for the transaction of business. The affirmative vote of a majority of the quorum shall constitute an action of The Governing Board. 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.

SECTION 8. COMPENSATION AND OFFICE

8.0 The 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 extent compatible with Government Code Section 1126, Public Contract Code Sections 10410 and 10411, and any other statutory provision.

8.1 The Governing Board, by resolution, shall designate a specific location at which it will receive notices, correspondence, and other communications and shall designate one of its members or employees as an “officer” for The purpose of receiving service of process on behalf of The Authority.

SECTION 9. OFFICERS

9.0 The Governing Board shall elect its own chairperson and vice chairperson. The chairperson shall preside over all meetings of The Authority. The vice chairperson shall preside in the absence of the chairperson.

SECTION 10. ADMINISTRATION

10.0 The Authority shall be administered by an executive officer who shall perform the functions stated in Government Code Section 6505.1.
10.1 The Executive Director of The Conservancy shall serve, without additional compensation, as Executive Officer of The Authority.

10.2 The City Controller of The City of Whittier shall be the duly appointed and acting treasurer and controller of The Authority; such person is hereby designated as The Financial Officer of The Authority who shall perform the functions stated in Government Code Section 6505.5.

10.3 The staff counsel of The Conservancy shall, without additional compensation, be the duly appointed and acting counsel for The Authority. The foregoing provisions shall not limit The Governing Board’s authority ~o have independent counsel as needed or to use The services of The Whittier City Attorney as The Governing Board may deem necessary.

10.4 To implement this Agreement, The Conservancy and The City may loan employees to The Authority. To achieve the purposes of this Agreement, The Authority may, from time to time, establish positions and fix the salaries of employees of The Authority. The Executive Officer of The Authority shall be the appointing authority for all employees and shall be responsible for the supervision thereof.

SECTION 11. FISCAL CONTROLS

11.0 The fiscal year of The Authority shall be the fiscal year of The City of Whittier, as established from time to time by The City of Whittier.

11.1 To The extent funds are legally available therefore, The Conservancy and The City are hereby authorized to make payments and contributions of public funds, as provided in Section 6504 of The Government Code.

11.2 The Authority shall be strictly accountable for all funds, receipts, and disbursements. The Authority shall prepare an annual budget, in a form approved by The Conservancy and The City, which budget shall be submitted to The Conservancy and The City for approval, in the time and manner as specified by The Conservancy and The City. Public funds may not be disbursed by The Authority without approval of 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 City Controller of The City of Whittier shall act as the treasurer of The Authority and shall be the depository and have custody of all money of The Authority from whatever source. The treasurer so designated shall:

A. Receive all money of The Authority and place it in a separate account treasury of The City of Whittier, or other appropriate account, to The credit of The Authority. 
B. Be responsible on his/her official bond of The safekeeping reimbursement of all Authority money so held by him or her.
C. Pay, when due, out of money of The Authority, all sums due on outstanding obligations of The Authority. Said sums shall be paid only by warrants Joint Powers Agreement warrants of The public officer performing The functions of auditor or controller of this Authority after approval of said payments by The Joint Powers Authority.
D. Verify and report in writing on a quarterly basis to The Authority and to The Conservancy and The City The amount of money held on account for The Authority, The amount of receipts since The last report, and The amount paid out since The last report.

11.4 The City Controller of The City of Whittier shall perform the functions of the auditor or controller of The Authority. He shall either make or contract with a certified public accountant to make, an annual audit of the accounts and records of The Authority. In each case the minimum requirements of the audit shall be those prescribed by The State Controller for special districts under Section 26909 of The Government Code, and shall conform to generally accept 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 The Conservancy, The City and such other offices as the parties so require. 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 The Authority and charged against any unencumbered funds of The Authority.

11.5 The Authority shall have the power to invest any money in the treasury of The Authority that is not required for the immediate necessities of The Authority, as The Authority determines advisable, in the same manner and upon the same conditions as local agencies pursuant to Section 53601 of The Government Code.

SECTION 12. LIABILITY

12.0 The tort liability of The Authority and of all members of The Governing Board, and the executive officer and employees of 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.

SECTION 13. DISPOSITION~ON OF PROPERTY AND FUNDS

The joint powers agreement may be terminated by action of a 4/5 vote of either The City of Whittier City Council or The Governing Board of The Conservancy.

13.1 Upon termination of The Agreement, The Authority forthwith shall wind up its affairs, including discharging all of its outstanding legal obligations. Personal property and funds remaining in The Authority shall be returned to the party from which the funds or personal property were obtained, except as mutually agreed by the parties. All real property owned by The Authority shall be conveyed as determined by the parties.

SECTION 14. NON-LIABILITY OF PARTIES

14.0 Except as provided in Section 13 of this Agreement, neither The Authority nor The Governing Board shall have The power or authority to bind The Conservancy or The City, 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 debt, liability, contract, obligation, employee, or agent of The Authority or The Governing Board shall be or constitute thereby a debt, liability, contract, obligation, employee, or agent of The parties or any of them.

14.1 No action or omission of the parties or any of them shall be attributable to The Conservancy or The City except as expressly provided in this Agreement.

14.2 The Authority may maintain such public liability and other insurance as in its discretion is deemed appropriate and to The extent The cost of premiums thereof are provided for in The approved budget of The Authority.

ECTION 15. CONTRIBUTION OF CONSERVANCY

15.0 Exclusive of grants which The Conservancy may award to The Authority or The City from time to time, The Conservancy contribution to The Authority shall be less than $35,000 in any fiscal year. 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. The contribution, if any, to The Conservancy by The Authority shall be less than $35,000 in any fiscal year. 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 exchange of services is hereby authorized to the extent permitted by Section 6506 of The Government Code.

SECTION 16. NON-DISCRIMINATION

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

SECTION 17. CONSTRUCTION

17.0 This agreement shall be liberally construed in order to effectuate its purposes of conservation and development of park, recreation, open space and trail corridor resources in The Whittier/Puente Hills.

IN WITNESS WHEREOF, The parties hereto have caused this agreement to be executed by their duly authorized representatives.

By: SANTA MONICA MOUNTAINS CONSERVANCY

By: CITY OF WHITTIER