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10-0504_ORANGE COUNTY COUNCIL OF GOVERNMENTS_Amd & Rstd Joint Powers AgrEXHIBIT "A" AMENDED AND RESTATED JOINT POWERS AGREEMENT ESTABLISHING THE ORANGE COUNTY COUNCIL OF GOVERNMENTS This presentation reflects the Amended and Restated Agreement made between the Member Agencies (listed in Exhibit 1) hereinafter collectively or individually referred to as "Member Agencies." RECITALS A. Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code authorizes two (2) or more public agencies to jointly exercise any power common to them. B. Each Member Agency and party to this Agreement is a governmental entity established by law with full powers of government in legislative, administrative, financial and other related fields. C. Member Agencies realize the urgent need for areawide planning and coordination in order to provide advice to public entities on a range of issues that affect multiple interests. D. Member Agencies believe that the joint exercise of their powers will provide an organization capable of conducting studies and projects designed to improve and coordinate common governmental responsibilities and services on an areawide and regional basis through the establishment of a council of governments. E. Member Agencies wish to create a unified subregional organization which will improve Orange County's abilities to be represented in the southern California region, the State of California and the nation on issues and matters that affect collective Orange County interests. 0 0 F. Member Agencies believe that an Orange County Council of Governments ("OCCOG") is best suited to accomplish the preparation of subregional plan components mandated by state and federal law to conduct studies and projects designed to improve and coordinate the common governmental responsibilities and services on an areawide and regional basis through the establishment of a council of governments, and explore areas of intergovernmental cooperation and coordination of government programs and provide recommendations and solutions to problems of common and general concern. G. Between approximately April 1996 and January 1998, thirty (30) Member Agencies adopted the original Joint Powers Agreement ("Original JPA' for the OCCOG. Since that date, twelve (12) additional Orange County agencies have signed the Original JPA to become Member Agencies. H. The Member Agencies believe the OCCOG has been operating effectively at accomplishing its purposes, as outlined in the Original JPA, and seeks to have the Original JPA amended by this Amended and Restated JPA to better comport with the present and anticipated future needs of the OCCOG. NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the parties as herein expressed, Member Agencies agree as follows: SECTION 1 ESTABLISHMENT This Agreement amends and supersedes the Original JPA in its entirety. There is hereby created an organization known and denominated as the Orange County Council of Governments (OCCOG) which shall be a public entity, separate and apart from any member city or county. The Orange County Council of Governments shall be governed by the terms of this Joint Powers Agreement and the Rules, duly passed and adopted by the Board. 2 0 0 SECTION 2 PURPOSE AND FUNCTIONS 2.1 Functions OCCOG established hereunder shall perform all necessary functions to fulfill the purposes of this Agreement'fbc OCCOG shall: a. Serve as a forum for consideration, study and recommendation on area -wide and regional problems; b. Assemble information helpful in the consideration of problems peculiar to Orange County; C. Explore practical avenues for intergovernmental cooperation, coordination, and action in the interest of its members; d. Seek economies of scale whenever practical in the administration of governmental services; e. Exercise jointly the common powers of its members to manage and administer any implementation agreement or program; f Blake and enter into contracts; g. Contract for the services of engineers, attorneys, planners, financial consultants and others and employ such other persons, as it deems necessary: h. Adopt rules, regulations, policies, bylaws and procedures governing the operation of OCCOG; i. Apply for grants under any federal, state, regional or local programs as needed to achieve member objectives; j. Seek the adoption or defeat of any federal, state or local legislation or regulation necessary or desirable to accomplish the stated purposes and objectives of the OCCOG; k Incur debts, liabilities or obligations; 1. Acquire, hold or dispose of property; M. Receive gifts, contributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and any governmental entity; 3 n. To the extent not specifically provided in this Agreement, to exercise any powers authorized by the member agencies to achieve the OCCOG's objectives and such further powers not specifically mentioned herein, but common to 'Member Agencies, and authorized by California Government Code Section 6508. 2.2 Limitation of Powers The manner in which the OCCOG may exercise its powers shall be subject to any statutory limitations applicable to the Orange County Transportation Authority. SECTION 3 ORGANIZATION 3.1 Membership The parties to OCCOG shall be each public entity which has executed or hereafter executes this agreement, or any addenda, amendment, or supplement thereto, and which has not, pursuant to provisions hereof, withdrawn from the OCCOG. Other entities within Orange County may petition to become a member of the OCCOG by submitting to the Board of Directors C'Board's a resolution adopted by its governing body. The Board shall review the petition for membership and shall vote to approve or disapprove the petition. If the petition is approved by a majority of the Board the petitioning entity shall become a member of the OCCOG. The names of the member parties at any time shall be shown on Exhibit 1, attached, as amended or supplemented from time to time. 3.2 Withdrawal from Membership Any member of OCCOG may, at any time, withdraw from the OCCOG. The withdrawal of a member agency shall become effective ninety (90) days after a resolution adopted by its governing body which authorizes withdrawal is received by the OCCOG. 4 0 0 3.3 Successor Agency The Orange County Council of Governments is hereby designated the successor in interest to the Orange County Regional Advisory and Planning Council (RAPC). SECTION 4 BOARD OF DIRECTORS 4.1 Board of Directors and Voting All functions of the OCCOG shall be exercised by the Board. Recognizing the provisions for formation in Section 9.1 of this agreement, the Board would be composed of elected officials and ex -officio (non voting) representatives of the following entities, as further provided in the OCCOG's Bylaws: Entity No. of Members Vod@,V County of Orange 1 Orange County Transportation Authority 1 Orange County Transportation Corridor Agencies 1 Orange County Sanitation Districts 1 Orange County ISDOC/Water Agencies Representative 1 Orange County Representative to SCAQMD 1 Orange County Delegates to SCAG 12 Orange County SCAG representative i At -large Orange County Cities Member I Total Members 20 voting Additionally, there shall be one Orange County Division, league of California Cities Representative (non-voting Ex -Officio), one Private Sector Representative (non-voting Ex -Officio) and one University Representative (non- voting Ex -Officio) on the OCCOG Board, but more may be established based on needs and in accordance with the OCCOG's Bylaws. E 4.2 Terms/Removal Board members serve at the pleasure of the appointing entity and Board, as further set forth in the OCCOG Bylaws. 4.3 Vacancies/Alternates If a person who has been appointed as a director ceases to serve as a member of the appointing entity or no longer qualifies to serve as a member of the appointing entity, he/she shall no longer serve on the OCCOG Board. The appointing entity is encouraged to fill vacancies as expeditiously as possible to ensure representation on the voting Board. Each Board member can designate one or two alternates, provided that said alternates serve in a similar capacity in the entity as the Board member (ix., elected officials for voting members). Alternate directors shall receive all meeting notices and written material sent to directors and shall have the right to participate and vote at meetings of the Board in the absence of the director for whom the alternate director serves. All provisions of law relating to conflicts of interest that apply to a Board member shall apply to alternate board members. 4.4 Ex -Officio Representatives Such representatives shall receive all meeting notices, shall have the right to participate in Board discussions, and shall have the right to place matters on the agenda, but shall not be counted towards a quorum of the Board and shall have no vote. 4.5 No Dual Representation It is recognized that elected officials often represent various agencies by serving on various boards, committees, etc. In instances where elected officials represent more than one OCCOG member agency, the official will choose one agency to represent. When an elected official is the sole representative of an agency, the elected official shall represent that agency on the OCCOG Board. Procedures 6 0 0 for filling open OCCOG member positions will follow those described in the OCCOG's Bylaws. 4.6 Officers Chair: The Chair of the Board shall be elected annually as further provided in the OCCOG bylaws. Any Board member may be authorized to represent the Board upon approval by the Chairman. Vice Chair: The Vice Chair of the Board shall be elected annually, as further provided in the OCCOG bylaws, and have all the powers to act in the place of the Chair in the Chairs absence. 4.7 Quorum A majority of appointed voting directors shall constitute a quorum for acting on the business of the Board. If such number of Board members is an even number, a majority shall be one more than half the number of appointed directors to the Board. 4.8 Meetings Regular Meetings: Regular meetings of the Board shall be held every month according to a schedule approved by the Board at its first meeting each calendar year. Special Meetings: Special meetings may be called by the Chairman or a quorum of Board members. Brown Act: All meetings shall be called and conducted in accordance with the Ralph M. Brown Act. 4.9 Bylaws Bylaws providing additional details pertaining to the conduct of OCCOG and its support structure will be established and approved by the OCCOG Board. 7 0 0 SECTION 5 STAFFING. FUNDING AND ADDITIONAL RESPONSIBILITIES 5.1 Staffing, Consultants and Agents The Board shall have the power to appoint, by employment or on a contractual basis, and remove an administrative officer to serve as the Executive Director of the Board. Such Executive Director shall have full authority and responsibility to implement the purposes and objectives of the OCCOG, subject to the general authority of the Board and specific definition of duties, responsibilities and compensation by contract or employment terms as approved by the Board and as provided by the OCCOG Bylaws. The duties of the Executive Director may be delegated by the Executive Director to subordinate employees or performed through contractual services. The Board may appoint any additional staff, consultants or agents, as deemed necessary or desirable by approval of the Board. Such additional officers may be officers or employees of a Member Agency or the Board may approve entering into a contractual agreement for services for any function necessary for the Board to carry out its purpose, which additional officers or employees shall not be deemed employees of the OCCOG. Additional support to OCCOG may be provided through committees, as established in the Bylaws. 5.2 Funding Dues: Each Member of the OCCOG shall pay annual membership dues to recover costs for staffing, legal services, equipment, materials, contract services, office space and other capital and operational costs as stipulated by OCCOG's annual adopted budget, which dues shall initially be set at the amount provided as Exhibit "2" attached hereto and, thereafter, adjusted pursuant to OCCOG's annual adopted budget. Said dues structure shall be established by resolution of the Board and shall be updated annually. 8 0 0 Additional funding for the OCCOGs operation may be provided by monies provided to Orange County from the Southern California Association of Governments, member and/or non-member agency financial contributions, grants, and other sources authorized and approved by the OCCOG Board. 5.3 Assignment of Additional Responsibilities Additional responsibilities will be undertaken by OCCOG in accordance with the following procedures. Requests to Examine Issues and Provide Input/Recommendations: Requests from non-member and member agencies may be made to OCCOG to examine activities and provide recommendations. The OCCOG shall assign the Executive Director or an OCCOG committee the task of examining staffing needs and funding issues to undertake additional responsibilities, including the need to establish a special assessment to fund any additional responsibility, and providing recommendations to OCCOG on how and whether it might choose to pursue the request. In addition to considering potential staffing/funding constraints, the Executive Director or OCCOG committee will also base its recommendations, and the OCCOG shall consider, on whether the request/issue has strong countywide support among OCCOG members and can reduce or eliminate duplication, improve efficiencies and otherwise achieve countywide consensus and OCCOG objectives. Assignment of Responsibilities to OCCOG: Should requests from member and/or non-member agencies be made for the OCCOG to assume responsibility for delivery of services, development of plans, programs or similar activities, the OCCOG would assume said responsibilities upon approval of its Board, with concurrence of the affected agency(ies). 9 SECTION 6 FINANCES 6.1 Budget 11 Prior to July 1st of each fiscal year, the Board shall adopt a budget. 6.2 Designation of Treasurer and Auditor/Controller The Board shall, in accordance with applicable law, designate a Treasurer and Auditor/Controller for the OCCOG, The Treasurer shall have charge of the depositing and custody of all funds held by the OCCOG. The Treasurer shall perform such other duties as may be imposed by provisions of applicable law, including those dudes described in Section 6505 and 6505.5 of the Government Code and such dudes as may be required by the Board. The Auditor/Controller shall maintain the financial records of the OCCOG, and shall perform such functions as may be required by provisions of applicable law, this Agreement and any OCCOG bylaws and the direction of the Board. 6.3 Obligations of the OCCOG As authorized by California Government Code Section 6508.1, the debts, liabilities and obligations of the OCCOG shall be the debts, liabilities or obligations of the OCCOG alone. No member of the OCCOG shall be responsible, directly or indirectly, for any obligation, debt or liability of the OCCOG, whatsoever. The debts, liabilities and obligations of the OCCOG shall be the debts, liabilities and obligations of the OCCOG alone, and not of the Members. 6.4 Control and Investment of OCCOG Funds The Board shall adopt a policy for the control and investment of its funds and shall require strict compliance with such policy. The policy shall comply, in all respects, with all provisions of applicable law. IN 0 0 6.5 Funds and Properties The Board shall appoint an entity to receive and have the custody of, and disburse OCCOG funds and property and make disbursements as agreed to by its members. The appointed entity shall invest OCCOG funds in accordance with the general law. All interest collected on OCCOG funds shall be accounted for and posted to the account of said funds. 6.6 Accounts and Reports The OCCOG shall establish and maintain such records and accounts which are deemed necessary to account for and report on the various sources of funds, expenditures, grants, programs and projects and, as may be required by good accounting practice, the State Controller or the United States Government. The books and records of the OCCOG shall be open to inspection by representatives of the member agencies at all reasonable times. SECTION 7 INDEMNITY Each party hereto agrees to indemnify and hold the other parties harmless from all liability for damage, actual or alleged, to persons or property arising out of or resulting from negligent acts or omissions of the indemnifying party of its employees. The member agencies, and their employees, officers, members and directors will not be liable to OCCOG (or anyone who may claim any right because of a relationship with OCCOG) for any acts or omissions related to the service to OCCOG. OCCOG and its members will indemnify and hold the members harmless from any obligations, costs, claims, judgments, attorney's fees, and/or attachments in any way connected with the services provided to OCCOG under this agreement. ]1 SECTION 8 TERMINATION AND) DISSOLUTION 8.1 Termination The OCCOG shall continue to exercise the joint powers herein until the termination of this Agreement and any extension thereof or until the parties shall have mutually rescinded this Agreement: providing, however, that the OCCOG and this agreement shall continue to exist for the purposes of disposing of all claims, distribution of assets and all other functions necessary to conclude the affairs of the OCCOG. Tertnnation shall be accomplished by a majority action of the Board. 8.2 Distribution of Property and Funds In the event of the termination of this Agreement, any property interest remaining in OCCOG following the discharge of all obligations shall be disposed in accordance with Government Code Section 6512. SECTION 9 MISCELLANEOUS 9.1 Effective Date This Agreement shall be effective and the Orange County Council of Governments shall exist from and after such date as this Agreement has been executed by 50 percent plus one of the cities or the County of Orange in Orange County representing over 50 percent of the County's population. 12 E IN WITNESS WHEREOF, the parties hereto have executed this Agreement as evidenced by the signatures below. MEMBER UM E80 r: Mate: Tr4S I APPROVED AS TO FORM: By: �WIL jal,� b� a K) Title: _ EXHIBIT 1 MEMBER AGENCIES LISTING City of Aliso Viejo City of Anaheim City of Brea City of Buena Park City of Costa Mesa City of Cypress City of Dana Point City of Fountain Valley City of Fullerton City of Garden Grove City of Huntington Beach City of Irvine City of La Habra City of La Palma City of Laguna Beach City of Laguna Hills City of Laguna Niguel City of Laguna Woods City of Lake Forest City of Los Alamitos City of Mission Viejo City of Newport Beach City of Orange City of Placentia City of Rancho Santa Margarita City of San Clemente City of San Juan Capistrano City of Santa Ana City of Seal Beach City of Stanton City of Tustin City of Villa Park City of Westminster City of Yorba Linda County of Orange Orange County Independent Special Districts/Water Agencies Orange County Transportation Authority Foothill / Eastern Transportation Corridor Agency San Joaquin Hills Transportation Corridor Agency County Sanitation Districts of Orange County, Nos. 1,2,3,5,6,7,71,13,14 South Coast Air Quality Management District BYLAWS ORANGE COUNTY COUNCIL OF GOVERNMENTS (A JOINT POWERS AUTHORITY) PREAMBLE The Orange County Council of Governments ("OCCOG") is a separate public agency voluntarily established by its Members pursuant to the Joint Exercise of Powers Act, chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code, which authorizes two (2) or more public agencies by a Joint Powers Agreement to exercise any power common to them. Said Agreement, attached as Exhibit "A" herein, was duly approved and enacted. Said Agreement remains fully effective. In conjunction with, and subject to the limitations of, the terms of the Agreement, these Bylaws authorize, govern, and regulate the powers, conduct, rules, procedures, and operations of OCCOG. ARTICLE I. DEFINITIONS For purposes of these Bylaws and throughout the Agreement, the following words, terms, phrases and their derivations shall have the meaning given herein. Hereinafter, the word "shall" is always mandatory and not merely directory. "Affected Agency" shall mean any public agency that is statutorily responsible for providing a specified and particular service. "Agreement" shall mean the Joint Powers Agreement for the Orange County Council of Governments. "Alternate Board Member" or "Alternate" shall mean an individual who is designated to substitute in the capacity as a Member of the OOCOG Board for a specified Board Member who may become absent. The Alternate shall not become a governing director 1 0 of OCCOG or serve as Board Member until such time as the Alternate assumes the seat of the absent Board Member. Appointee to the OCCOG Board" shall mean either a Board Member or an Alternate. "AQMD" shall mean the South Coast Air Quality Management District. "Board" or "Board of Directors" shall mean the collective governing body of the OCCOG, which represents all Members and exercises the powers and functions of the JPA Agreement. "Board Member" or "Member of the OCCOG Board" shall mean a designated individual or an Alternate who serves on the OCCOG Board of Directors. "City Member" shall mean a Member Agency to the OCCOG that is incorporated as a city within the geographical boundaries of Orange County. "Elected Official" shall mean an individual elected to the governing body of a Member Agency by the general public. "Executive Director" shall mean the Executive Director to the Orange County Council of Governments, as established pursuant to these bylaws. "Executive Management Committee" shall mean the advisory body to the OCCOG board as established pursuant to these bylaws. "Fiscal Year" shall mean the annual period from Julyl to and including the following June 30. "Founding Member" shall mean a Member whose governing body determined to join the OCCOG prior to the first Board meeting on August 15, 1996. "General Assembly" shall mean the collective OCCOG body consisting of one representative designated by each Member Agency. "ISDOC" shall mean the Independent Special Districts of Orange County. "League of California Cities" or "Division" shall refer to the association of public entities, which comprise the Orange County Division of the League of California Cities. 2 0 0 "Member Agency" or "Member" shall mean a party to the Joint Powers Agreement for the Orange County Council of Governments. "Member of the General Assembly" shall mean a representative to the OCCOG General Assembly designated by a Member Agency. "Non-voting Ex Officio Member" shall mean a Member of the OCCOG Board of Directors who does not have a vote in OCCOG governing decisions and whose presence shall not be counted in determining whether a quorum exists. Non-voting Ex Officio Members may place items on the agenda for consideration by the Board and participate in Board discussions. "OCCOG" shall mean the Orange County Council of Governments. "OCSD" shall mean the County Sanitation Districts of Orange County. "Policies and Procedures Manual" shall mean the Orange County Council of Governments Policies and Procedures Manual to the OCCOG ByLaws, adopted and amended by the OCCOG Board of Directors. "Quorum" shall mean fifty percent (50%) plus (1) of the OCCOG board of directors, excluding vacant board seats (no appointments) and non-voting Ex Officio members. "SCAG" shall mean the Southern California Association of Governments. "SCAG District" shall mean a geographic community of cities designated by SCAG. OCCOG Board representation on SCAG District City representative seats shall correspond to the Orange County SCAG districts. "Subregional organization" shall mean a subregional planning agency as formally established under a joint powers agreement pursuant to California Government Code 6500 et.seq. for general planning purposes. 0 ARTICLE II. PURPOSE AND FUNCTIONS 2.1 Purposes. As stated in the Agreement, the OCCOG was formed for the following broad purposes: A. To facilitate area -wide planning and coordination in order to provide advice to public entities on a range of issues that affect multiple interests in Orange County; and, B. To create a unified subregional organization which will improve Orange County's abilities to be represented in the Southern California region, the State of California and the nation on issues and matters that affect collective Orange County interests; and, C. To accomplish the preparation of subregional plan components mandated by state and federal law; and, D. To conduct studies and projects designed to improve and coordinate the common governmental responsibilities and services on an area -wide and regional basis through the establishment of a council of governments; and, E. To explore areas of intergovernmental cooperation and coordination of government programs and provide recommendations and solutions to problems of common general concern. 2.2 Tasks and Functions. Toward the accomplishment of the above-mentioned purposes, the OCCOG shall have the authority to conduct the following tasks and functions as stated throughout the Agreement. A. Serve as a forum for consideration, study and recommendation on area - wide and regional problems; and, 9 0 0 B. Assemble information helpful in the consideration of problems peculiar to Orange County; and, C. Explore practical avenues for intergovernmental cooperation, coordination, and action in the interest of its members; and, D. Seek economies of scale whenever practical in the administration of governmental services; and, E. Conduct demographic activities, including but not limited to the approval of Orange County projections at the regional statistical level, in conjunction with the Center for Demographic Research at California State University, Fullerton (or successor); and, F. Conduct air quality activities including monitoring regional, state and federal air quality plans, programs, proposed rules and regulations as they affect Member Agencies, and serve as liaison for Members with SCAG, South Coast AQMD and others on air quality issues; and, G. Provide Orange County input and advice regarding SCAG activities including: the development and implementation of SCAG's Regional Comprehensive Plan & Guide; the development of long-range transportation plans prepared by transportation commissions; and, the preparation of other long-range plans/strategies as agreed by the OCCOG Board of Directors; and, H. Facilitate intergovernmental coordination with public and private sectors on issues common to Orange County governmental agencies; and, Provide legislative review, outreach, and interface on activities affecting member agencies; and, J. Participate in the Regional Housing Needs Assessment activities for Orange County. 5 0 0 2.3 Additional Tasks and Responsibilities. Pursuant to Section 5.3 of the Agreement, the OCCOG shall also have the authority to examine issues as requested by Member and Non -Member Agencies and present recommendations to the OCCOG Board of Directors. However, the OCCOG Executive Director and Board of Directors may not implement tasks beyond those enumerated in Section 2.2 above without the approval of two-thirds (2/3) of the total voting membership of the Board and the concurrence of affected agencies. For the purposes of these Bylaws and the Agreement, "concurrence of affected agencies' shall mean all of those agencies statutorily responsible for providing the service. Legal counsel shall advise the Board on any procedural steps required for the expansion of tasks prior to Board approval of the new tasks. 2.4 General Powers. The OCCOG shall possess the authority to exercise any and all those legislative, administrative, and financial powers which are common to all Members at the time the power is exercised and are necessary to accomplish the purposes of the OCCOG as stated above and throughout the Agreement, subject to the limitations specified in Section 2.5 of these Bylaws below. 2.5 Limitation of Powers. The exercise of power by the OCCOG shall be limited by the following: A. The OCCOG shall have no authority orjurisdiction to impose any land use requirements on the owner, developer, or occupant of any property, nor shall OCCOG mandate that any public entity must adopt any such requirement. The OCCOG shall have no authority or jurisdiction with respect to the establishment of land use planning, spheres of influence for cities, or land use approvals. Further no action by the OCCOG will change, reduce, or interfere with the local authority and decision-making of cities or the County. However, the OCCOG may study regional and subregional land use issues and may provide information and recommendations to public and private entities regarding such. 2 The OCCOG shall have no authority or jurisdiction to impose any tax or assessment, nor shall OCCOG impose any fee that is not reasonably related to recover the cost of a service provided by OCCOG. C. The manner in which the OCCOG may exercise its powers shall be subject to any statutory limitations applicable to the City of Lake Forest, including but not limited to administrative procedures, personnel policies, and the letting of contracts and agreements. ARTICLE III. MEMBERSHIP 3.1 Members of the OCCOG. Members of the OCCOG shall be all public agency parties to the Agreement, including any addendum, supplement or amendment thereto, as individually executed on behalf of the respective governing bodies of the public agency parties, and which have not duly withdrawn from the membership as provided herein. Founding Members shall consist of those public agencies, which determined to join the OCCOG prior to the date of the first Board meeting on August 15, 1996, as established in OCCOG Board Resolution 97-1, Exhibit Il, attached hereto and incorporated herein by this reference as Exhibit A. Following the first Board meeting, any additional public agency located within the geographical boundaries of Orange County may petition to become a Member of the OCCOG by submitting to the Board of Directors a resolution adopted by the petitioner's governing body requesting consideration for membership along with any additional information required by the OCCOG Board. The Board shall review the petition for qualification as membership and shall vote to approve or disapprove the petition. Petitioners shall become Members at such time as a majority of the total voting membership of the Board approves the petition, and the petitioner signs an addendum to the Agreement assenting to the terms and conditions of the Agreement and these Bylaws. Exhibit 2 to the Agreement, which lists the names and addresses of members, shall be updated when new Member Agencies join or when Member agencies leave, as a Supplement to the Agreement. 3.2 Withdrawal. Any Member of the OCCOG may withdraw from membership at any time with or without cause. Withdrawal does not become effective until ninety (90) days after a resolution approved by the Member's governing body authorizing withdrawal is submitted to the OCCOG Board of Directors. ARTICLE IV. GENERAL ASSEMBLY 4.1 Meetings. The General Assembly of the OCCOG shall consist of one representative designated by each Member of the OCCOG. The date, time, and place of the General Assembly meeting shall be established by Resolution of the Board. Special meetings of the General Assembly may be called by a quorum of the Board in attendance at any Board meeting or by written petition signed by ten percent (10%) of the General Assembly. The Chair of the Board shall serve as Chair of the General Assembly. All meetings of the General Assembly shall be called and conducted, and an agenda posted, in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., ('Brown Act") as it now exists or may hereafter be amended. 4.2 Consideration of Issues. The Staff of the OCCOG shall present a report to the General Assembly for their comment and direction including the following: A. A summary of projects and accomplishments undertaken by the OCCOG during the previous fiscal year; and, B. An annual financial statement of the previous fiscal year; C. A proposed work program for the following fiscal year; and, D. A budget of income and expenditures for the subsequent fiscal year that shall be adopted by the General Assembly, including a listing and amount H • 0 of sources of funding and all matching requirements and obligations to satisfy the funding, for all projects undertaken or coordinated by the OCCOG; and, E. Any other issue agendized for consideration by the General Assembly as requested by any Board Member, EMC Member, Member of the General Assembly, or OCCOG Executive Director. 4.3 Powers Actions by the General Assembly shall be in the form of recommendations forwarded to the Board and shall require a vote of approval by a majority of those Members of the General Assembly in attendance. A quorum of the General Assembly shall consist of a simple majority of the total membership to the General Assembly. ARTICLE V. BOARD OF DIRECTORS 5.1 Representation. A. The Members shall exercise the powers and functions of OCCOG through its representatives on the Board of Directors. Concurrent with membership on the OCCOG Board, each voting Member of the Board shall be an Elected Official of a Member Agency. Voting Members of the OCCOG Board shall serve the OCCOG Members as a whole, and shall represent no special group or interest. B. Board members shall include representation from the public agencies, special districts and agencies as listed herein, and shall not represent more than one of the agencies included among the Board of Directors. (1) Orange County Division, League of California Cities (OCC, LCC) Representative: 1 seat (2) County -At -Large Representative: 1 seat (3) Orange County Transportation Authority (OCTA) Representative: 1 seat E 0 0 (4) Transportation Corridor Agencies (TCA) Representative: 1 seat (5) County Sanitation Districts of Orange County (OCSD) Representative: 1 seat (6) Independent Service Districts of Orange County (ISDOC) Representative: 1 seat (7) South Coast Air Quality Management District (SC AQMD) — Cities Representative: 1 seat (8) South Coast Air Quality Management District (SC AQMD) — County Representative: 1 seat (9) Southern California Association of Governments (SCAG) District Representatives: 1 seat for each SCAG District, for a total of 12 SCAG District seats, as described below and as may be amended: (a) District 12, representing the cities of Dana Point, Laguna Beach, Laguna Niguel, San Clemente and San Juan Capistrano. (b) District 13, representing the cities of Aliso Viejo, Laguna Hills, Laguna Woods, Lake Forest, Mission Viejo, and Rancho Santa Margarita. (c) District 14, representing the cities of Irvine and Newport Beach. (d) District 15, representing the cities of Costa Mesa and Fountain Valley. (e) District 16, representing the City of Santa Ana. (f) District 17, representing the cities of Orange, Tustin and Villa Park. 10 0 0 (g) District 18, representing the cities of Cypress, Garden Grove and La Palma. (h) District 19, representing the city of Anaheim. (i) District 20, representing the cities of Los Alamitos, Seal Beach, Stanton, and Westminster. Q) District 21, representing the cities of Buena Park and Fullerton. (k) District 22, representing the cities of Brea, La Habra, Placentia and Yorba Linda. (1) District 64, representing the city of Huntington Beach (10) SCAG - County Representative: 1 seat (11) Cities At -Large Representative: 1 seat (12) Private Sector Representative: 1 seat — Non-voting Ex Officio (13) University Representative: 1 seat — Non-voting Ex Officio C. Each Board Member may also appoint one Alternate to serve on the OCCOG Board in the absence of the appointed Board Member, provided that the Alternate Member is an Elected Official from a Member Agency. The Alternate shall be designated within ten (10) days of the appointment of the Board Member. Designated Alternates shall receive all notices and written material as do Board members. D. Terms of Board Members and Alternate Board Members shall be governed by the selection/election process for each category of representative as described herein. E. The OCCOG Board may review the composition of cities in each SCAG district every five years, in accordance with SCAG bylaws, to determine if adjustments to SCAG district boundaries are warranted based on city population data and newly -incorporated cities, and may make 11 0 recommendation to SCAG on any proposed adjustments to SCAG district boundaries. 5.2 Selection of Board Members. Each representative seat of the Orange County Council of Governments is selected as identified herein, with the selection process conducted in accordance with the OCCOG Policies and Procedures Manual. OCCOG Board Member Representatives that are selected for a two -term are as follows: A. SCAG District City Representatives: In accordance with SCAG election procedures for SCAG District Representatives, the OCCOG Member Cities located within each SCAG District in Orange County shall elect a city council member to the SCAG Regional Council. The elected District Representative to the SCAG Regional Council shall also be appointed as the OCCOG Board Member for said SCAG District, for the term of the SCAG District Representative. If no cities in the District are members of SCAG, cities in the District may elect an elected official from one of the cities in the District as the OCCOG Board Member. The OCCOG Executive Director shall conduct the SCAG District Representative elections in accordance with SCAG bylaws and SCAG district election procedures, provided that each SCAG District appointee shall be an Elected Official from one of the Member Cities within the SCAG District. B. Private Sector Representative: The OCCOG Board shall appoint one person from the private sector to serve as a non-voting Ex Officio Member of the Board, in accordance with selection procedures established by the OCCOG Board. C. University Representative: The OCCOG Board shall appoint one person representing Orange County Universities, to serve as a non-voting Ex Officio Member of the Board, in accordance with selection procedures 12 0 0 established by the OCCOG Board. Appointees from the University of California at Irvine (UCI), California State University at Fullerton (CSUF) and Chapman University shall serve a 2 -year rotating term. OCCOG Board Member Representatives that are appointed and serve at the pleasure of the appointing body, are as follows: D. Orange County Division, League of California Cities Representative: The Orange County Division, League of California Cities shall appoint one OCCOG Board Member, provided that the appointee is an Elected Official of a Member Agency. E. County At Large Representative: The Orange County Board of Supervisors may appoint one Supervisor as a Member of the OCCOG Board. F. OCTA Representative: The Board of Directors for the Orange County Transportation Authority ("OCTA Board") may appoint one of its Directors as a Member of the OCCOG Board. G. TCA Representative: The governing boards of the Orange County Transportation Corridor Agencies ("TCA") may appoint one Board Member to the OCCOG Board, provided that the appointee is an Elected Official of a Member Agency H. OCSD Representative: The joint governing board of the County Sanitation Districts of Orange County Nos. 1, 2, 3, 5, 6, 7, 11, 13 and 14, may appoint one Board Member to the OCCOG Board, provided that the appointee is an Elected Official of a Member Agency. I. ISDOC Representative: The Board of Directors for ISDOC may appoint one Board Member to the OCCOG Board, provided that the appointee is an Elected Official of a Member Agency. J. SC AQMD — Cities Representative: The Orange County Cities representative to the South Coast Air Quality Management District (AQMD)'s Governing Board shall be automatically appointed as a 13 0 Member of the OCCOG Board, provided that the appointee is an Elected Official of a Member Agency. K. SC AQMD — County Representative: The County of Orange representative to the South Coast Air Quality Management District (AQMD) Governing Board shall be automatically appointed as a Member of the OCCOG Board, provided that the appointee is a Supervisor for the County of Orange. L. SCAG County Representative: The Representative to the SCAG Regional Council for the County of Orange shall automatically become a Member of the OCCOG Board, provided that the appointee is a Supervisor for the County of Orange. M. Cities At -Large Representative: One at -large Member of the Board shall be appointed through the City Selection Committee as established pursuant to Section 50270 of the Government Code, provided that the appointee is an Elected Official of a City Member. 5.3 Board Vacancies and Term of Office. Unless otherwise provided in Section 5.2 above, the Executive Director shall arrange for a special election in the event the respective Board seat becomes vacant. The appointment of a Board Member to fill a vacancy shall in all other respects follow the procedures and requirements set forth in Sections 5.1 and 5.2 herein, and said Board Member shall serve for the remainder of the term of office. 5.4 Officers. A. The Officers of the OCCOG shall consist of the Chair and Vice Chair, which positions shall be elected annually at the first Regular Meeting of each calendar year by a majority of the Board Members in attendance. B. The Chair shall preside at all meetings of the Board and shall exercise firm control and direction during the course of any Board meeting. No Member of the OCCOG Board, any presenter, or any member of the 14 0 general public shall address the Board until recognized by the Chair. The Chair and the Board shall be guided, but not bound, by Roberts Rules of Order, latest revision, on all questions of procedure and parliamentary law not covered by the Bylaws or other rules and regulations adopted by the Board. C. The Vice Chair shall perform all duties of the Chair in the temporary absence of the Chair. No Alternate may serve as Chair or Vice Chair. D. The Executive Director shall exercise general supervision over the business papers and property of the OCCOG, and shall execute all resolutions and agreements on behalf of the Board, subject to the restrictions of these Bylaws and the laws of California. 5.5 Meetings. A. Meeting Schedule: Regular meetings of the Board shall be set according to a schedule approved by the Board at its first meeting each calendar year. Said schedule shall include the time, date, and location of Regular Meetings, The Board may designate a different time, date, or location for any Regular Meeting by giving notice of the change at the prior Regular Meeting. B. Special Meetings: Special meetings of the Board may be called by the Chair at any time or a majority of the Board Members present at any Regular Meeting. The Chair or a majority of the Board Members present shall direct the OCCOG Clerk of the Board to deliver notice of the Special Meeting in compliance with the Brown Act. C. Meeting Adjournment: The Board may adjourn a meeting from time to time, with absentees notified thereof. In case there is no quorum present at any meeting, the Board Members present may adjourn until a quorum is obtained that same day, may adjourn to any specified date, may adjourn to a Special Meeting date, or may adjourn to the next Regular 15 Meeting. If no Members of the Board are present, the OCCOG Executive Director may adjourn the meeting. D. Quorum: The Board shall transact no business until a quorum of the Board is present. A quorum of the Board shall be a majority of the total voting Board Members who have been appointed pursuant to Article V herein, and who remain qualified to serve as Board Members. If the number of voting Board Members is an even number, then a quorum shall require one more than half the number of voting Board Members. Non- voting Ex Officio members in attendance at a Board meeting shall not be counted toward reaching a quorum. Board seats for which no appointments have been made, shall not be counted towards reaching a quorum. E. All board meetings of the OCCOG shall be called and conducted, and an agenda posted, in accordance with the Brown Act and in accordance with adopted OCCOG procedures. No business shall be transacted at any meeting other than that stated in the notice of said meeting unless otherwise authorized pursuant to the Brown Act. ARTICLE VI. COMMITTEES 6.1 Procedural Regulations. All committees created by these Bylaws or by resolution of the OCCOG Board, all meetings held hereunder, and all actions taken by said Committee shall be subject to the requirements of the Brown Act, as it now exists or may hereafter be amended, and any conflict of interest regulations promulgated by the State of California or the OCCOG Board of Directors. 6.2 Executive Management Committee (EMC). A. The EMC shall consist of the following: 16 0 9 (1) One executive -level staff representative each from the following groups of agencies, provided that the agency is a Member of OCCOG: (a) the County of Orange; (b) Orange County Transportation Authority; (c) Members of Orange County ISDOC/Water Agencies; (d) Members of the Orange County Transportation Corridor Agencies; and, (e) Members of the County Sanitation Districts of Orange County (2) Five City Managers of Member Cities as appointed by the Orange County City Managers Association. (3) The Executive Director of the OCCOG. B. The EMC shall designate a Chair and Vice Chair at the first EMC meeting of the calendar year to preside over the EMC meetings. C. The EMC shall serve as an advisory body to the OCCOG Board on subject matters within the jurisdiction of the OCCOG. The EMC shall provide advice and comment to the OCCOG Board and Executive Director regarding the administration and management of the OCCOG with the approval of a majority of the EMC Members present. The EMC shall have no authority to take legislative action, but may make IegislativE and policy recommendations to the OCCOG Board with the approval of a majority of the EMC members present. D. The EMC shall transact no business on any issue that is not included in the agenda for the EMC meeting. Nor shall the EMC take action on any item without a quorum of the EMC present. A majority of the members appointed to the EMC shall constitute a quorum of the EMC. E. Regular meetings of the EMC shall be held monthly at the date, time and place as established by the EMC. Special Meetings of the EMC may be 17 0 E called by the OCCOG Executive Director or by a majority of the EMC members. 8.3 Technical Advisory Committee (TAC). The OCCOG Technical Advisory Committee (TAC) shall be comprised of designated staff members from OCCOG Member Agencies to provide technical review of issues and items and to provide recommendations on its technical review, to the OCCOG Board. The TAC shall designate a Chair and Vice Chair at the first TAC meeting of the calendar year to preside over the TAC meetings. Regular meetings of the TAC shall be held monthly at the date, time and location established by the TAC. The TAC shall also have the authority to establish special meetings by a majority of TAC members present. ARTICLE VII. STANDING AND AD HOC COMMITTEES The Board may establish Standing and Ad Hoc Committees. The Standing and Ad Hoc Committees shall be for the purpose of developing recommendations to the Board. All Standing and Ad Hoc Committees shall have a written statement of purpose, and the Ad Hoc Committees shall in addition have a written statement of charges, before they are formed. The Chair shall recommend, and the Board shall appoint by a majority of the Board Members present, the members to the Standing and Ad Hoc Committees. Members of the Standing and Ad Hoc Committees shall be appointed for up to one year terms. In making recommendations for members of the Standing and Ad Hoc Committees, the Chair shall consider regional representation. A quorum of a Standing or Ad Hoc Committee shall be fifty percent (50%) plus one (1) of its membership. All Standing or Ad Hoc Committees shall be chaired by a Member of the OCCOG Board. The meetings of the Standing and Ad Hoc Committees shall be held in accordance with the Brown Act, unless exempted by said Act. ARTICLE VIII. STAFFING 8.1 OCCOG Executive Director The OCCOG Executive Director shall coordinate staff resources toward the f .] 0 0 completion of tasks assigned by these Bylaws or other order of the OCCOG Board. The OCCOG Executive Director shall seek the provision of staff resources from Member Agencies and coordinate among Members to accomplish said tasks. 8.2 General Counsel. The OCCOG Board shall appoint General Counsel to serve as legal advisor in all matters related to the performance of the OCCOG. 8.3 Contract Assistance. The OCCOG Board or the OCCOG Executive Director shall have the authority to contract for consultant services at its discretion to implement or to assist OCCOG Staff in the implementation of the tasks assigned by these Bylaws or other order of the OCCOG Board. 8.4 Staff Responsibilities. Responsibilities of the individuals assigned to OCCOG tasks shall be determined by the OCCOG Executive Director. 8.5 Additional Officers and Agents. The Board shall have the power to authorize such additional officers and agents as may be appropriate. Such officers and agents may also be, but are not required to be, officers and employees of the individual Members. None of the officers, consultants, or agents engaged by the OCCOG in the implementation of tasks assigned by these Bylaws or other order of the OCCOG Board shall be deemed to be employees of the OCCOG. 8.6 Status of Members' Officers and Employees. As provided in Government Code Section 6513, all of the privileges and immunities from liability and other benefits which apply to the activity of officers, agents, or employees of any of the Members when performing their respective functions within the territorial limits of their respective public agencies shall apply to them while engaged in the performance of any of their functions and duties extraterritorially under the Agreement or these Bylaws. 19 0 ARTICLE IX. FINANCES 9.1 Treasurer. Pursuant to Government Code Section 6505 and 6505.5 governing the accountability of all funds and report of all receipt and disbursements for agencies created pursuant to a joint powers agreement, the OCCOG Board shall designate the Treasurer of one of the Member Agencies or a certified public accountant, to serve as the "Treasurer" of the OCCOG at the pleasure of the Board. The Treasurer shall be the depository and have custody of all the money of the OCCOG from whatever source, and shall provide strict accountability of said funds in accordance with Government Code Sections 6505 and 6505.5. The Treasurer shall possess the powers of, and shall perform those functions required by, Government Code Sections 6505, 6505.5, and all other applicable laws and regulations, including any subsequent amendments thereto. Particularly, the Treasurer shall perform, but not be limited to, the following duties: (a) Receive and receipt for all money of OCCOG, and place it in a separate bank account in the name of OCCOG under the control of the treasurer so designated to the credit of OCCOG; (b) Be responsible upon his official bond for the safekeeping and disbursement of all OCCOG money so held by him; (c) Pay, when due, out of money of OCCOG so held by him, all sums payable on outstanding bonds and coupons of OCCOG; (d) Pay any other sums due from OCCOG, from OCCOG money or any portion thereof, only upon warrants of the public officer performing the functions of auditor/controller who has been designated by the agreement; and 20 • 9 (e) Verify and report in writing on the first day of July, October, January, and April of each year to the OCCOG Board and to the Member Agencies, the amount of money held for the OCCOG as of the last day of May, August, November and February, respectively, the amount of receipts since the last report, and the amount paid out since the last report. (f) Invest surplus funds in accordance with an OCCOG Investment Policy, as adopted by the OCCOG Board and as established in the OCCOG Policies and Procedures Manual. 9.2 Auditor/Controller. The OCCOG Board shall select an Auditor/Controller for the OCCOG pursuant to Government Code Section 6505 et seq, governing the accountability of all funds and report of all receipt and disbursements for agencies created pursuant to a joint powers agreement. The Auditor/Controller of OCCOG shall maintain the financial records according to generally accepted accounting principles. The Auditor/Controller shall draw warrants to pay demands against the OCCOG when such demands have been approved by the Board or by any other person duly authorized to approve said demands. 9.3 Disbursement of OCCOG Funds The OCCOG Board of Directors shall adopt procedures on the establishment of a separate bank account for the OCCOG, with said procedures identifying the authorized signatories to any disbursement of OCCOG funds from said bank account. The authorized signatories to any disbursement of OCCOG funds shall be reviewed and adopted each year by the OCCOG board, and shall be included in the OCCOG Policies and Procedures Manual. Any disbursement of OCCOG funds shall require a total of two signatures, including one Board member and one OCCOG management staff (Executive Director or Treasurer). The OCCOG Auditor/Controller shall not be an authorized signatory to any disbursement of OCCOG funds. 21 9.4 Annual Audit. The Auditor/Controller shall contract with an independent certified public accountant to make an annual audit of the accounts and financial records of the OCCOG. 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 accepted accounting standards. A report thereof shall be filed as a public record with the OCCOG Board, each of the Member Agencies, and the Orange County Auditor within twelve (12) months of the end of the fiscal year under examination. 9.5 Bonding Requirement. The officers or persons who have charge of, handle, or have access to any property of the OCCOG shall be persons designated as such by the Board. Each such designated officer or person shall be required to file an official bond with the Board in an amount which shall be established by the Board. No bond shall be required unless and until the OCCOG receives funds or is reasonably expected to receive funds. ARTICLE X. AMENDMENTS 10.1 Amendments. Amendments to these Bylaws may be proposed by formal recommendation of the Board of Directors, to be approved by the majority of the General Assembly. Alternatively, the OCCOG Board may adopt an amendment to these Bylaws proposed by any Board Member upon approval by three-fourths (3/4) of the total voting membership of the Board making the following findings: (a) there is need to take action; and 22 0 0 (b) there is need for action prior to the next annual meeting of the General Assembly. 10.2 Interpretation of Bylaws. Any ambiguity or conflict regarding the interpretation of these Bylaws may be resolved by a majority vote of the total membership of the Board. 23 0 RESOLUTION NO. 10-05-04-01 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA EXECUTING AN AMENDED AND RESTATED ORANGE COUNTY COUNCIL OF GOVERNMENTS (OCCOG) JOINT POWERS AGREEMENT WHEREAS, the Orange County Council of Governments (OCCOG) serves as a Southern California Association of Governments (SCAG) sub -regional organization that represents the interests of Orange County in the consideration of SCAG plans, programs, policies and legislative platforms; and, WHEREAS, the OCCOG was duly established by a joint powers agreement as a separate legal entity by and between thirty (30) founding member agencies between April 1996 and January 1998, with said member agency representation currently comprised of forty (40) public agencies; and with each member, by and through its legislative body, independently determining that the public interest, convenience and necessity required creation of a joint powers authority known as the OCCOG; and, WHEREAS, the OCCOG Board of Directors recognized the need to amend and restate the original OCCOG joint powers agreement to: streamline and make consistent certain provisions relating to OCCOG between the provisions in the joint powers agreement and the provisions of the OCCOG bylaws; address updated references to member agencies and their voting on the OCCOG Board of Directors; add a provision to establish membership dues for member agencies; clarify the powers and limitations of OCCOG; and broaden the ability of OCCOG to retain staff and consultants; and, WHEREAS, the OCCOG Board of Directors duly conducted a public meeting on the amended and restated OCCOG joint powers agreement on June 25, 2009 and unanimously adopted the amended and restated OCCOG joint powers agreement and authorized the transmittal of said amended and restated joint powers agreement to the OCCOG Member Agencies for execution by the legislative body of each Member Agency; and, WHEREAS, in the conduct of business, the OCCOG has further established bylaws which govern the effective and efficient conduct of the OCCOG, with the founding OCCOG bylaws adopted on May 17, 1997; and, WHEREAS, the OCCOG has concurrently undertaken a comprehensive assessment and revision to its adopted bylaws, in consultation with the OCCOG Board Ad Hoc Bylaws Subcommittee and the Orange County City Managers Association OCCOG Oversight Committee; and, 0 0 WHEREAS, the OCCOG Board of Directors, at its meeting of June 25, 2009, reviewed, considered and adopted a comprehensive technical and policy revision to the OCCOG bylaws to further define the operation of the OCCOG; and, WHEREAS, the revised OCCOG bylaws effect such changes as refining OCCOG board membership and voting provisions, authorizing membership dues; requiring that OCCOG board members be from dues -paying member agencies in good standing; and achieving a consistency between the provisions of the OCCOG joint powers authority agreement and the OCCOG bylaws; and, WHEREAS, the 2009 amendment to the OCCOG bylaws provides a comprehensive technical and policy revision to the OCCOG bylaws, which are consistent with a 2009 amended and restated OCCOG joint powers agreement. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Juan Capistrano does hereby approves the amended and restated OCCOG joint powers agreement as adopted by the Orange County Council of Governments on June 25, 2009, attached hereto as Exhibit "A" and incorporated herein by this reference. NOW, THEREFORE, BE IT FURTHER RESOLVED, that the City Council of the City of San Juan Capistrano does hereby authorizes the Mayor of the City of San Juan Capistrano to execute the amended and restated OCCOG joint powers agreement and transmit the signed OCCOG joint powers agreement to the OCCOG Interim Executive Director. PASSED, APPROVED, AND ADOPTED this 4u'Idarj pf May 2004. )RES USO, 0 0 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, MARIA MORRIS, appointed City Clerk of the City of San Juan Capistrano, do hereby certify that the foregoing Resolution No. 10-05-04-01 was duly adopted by the City Council of the City of San Juan Capistrano at a Regular meeting thereof, held the 4"' day of May 410, by the following vote: AYISCOUNCIL MEMBERS: N E COUNCIL MEMBER: A S COUNCIL MEMBER: Allevato, Hribar, Nielsen, Freese and Mayor Uso None None 0 EXHIBIT 41V 0 AMENDED AND RESTATED JOINT POWERS AGREEMENT ESTABLISHING THE ORANGE COUNTY COUNCIL OF GOVERNMENTS This presentation reflects the Amended and Restated Agreement made between the Member Agencies (listed in Exhibit 1) hereinafter collectively or individually referred to as "Member Agencies." RECITALS A. Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Govemment Code authorizes two (2) or more public agencies to jointly exercise any power common to them. B. Each Member Agency and patty to this Agreement is a governmental entity established by law with full powers of government in legislative, administrative, financial and other related fields. C. Member Agencies realize the urgent need for areawide planning and coordination in order to provide advice to public entities on a range of issues that affect multiple interests. D. Member Agencies believe that the joint exercise of their powers will provide an organization capable of conducting studies and projects designed to improve and coordinate common governmental responsibilities and services on an areawide and regional basis through the establishment of a council of governments. E. Member Agencies wish to create a unified subregional organization which will improve Orange County's abilities to be represented in the southern California region, the State of California and the nation on issues and matters that affect collective Orange County interests. F. Member Agencies believe that an Orange County Council of Governments (OCCOG') is best suited to accomplish the preparation of subregional plan components mandated by state and federal law to conduct studies and projects designed to improve and coordinate the common governmental responsibilities and services on an areawide and regional basis through the establishment of a council of governments, and explore areas of intergovernmental cooperation and coordination of government programs and provide recommendations and solutions to problems of common and general concern. G. Between approximately April 1996 and January 1998, thirty (30) Member Agencies adopted the original joint Powers Agreement ("Original JPA' for the OCCOG. Since that date, twelve (12) additional Orange County agencies have signed the Original JPA to become Member Agencies. H. The Member Agencies believe the OCCOG has been operating effectively at accomplishing its purposes, as outlined in the Original JPA, and seeks to have the Original JPA amended by this Amended and Restated JPA to better comport with the present and anticipated future needs of the OCCOG. NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the parties as herein expressed, Member Agencies agree as follows: . SECTION 1 ESTABLISHMENT This Agreement amends and supersedes the Original JPA in its entirety. There is hereby created an organization known and denominated as the Orange County Council of Governments (OCCOG) which shall be a public entity, separate and apart from any member city or county. The Orange County Council of Governments shall be governed by the terms of this Joint Powers Agreement and the Rules, duly passed and adopted by the Board. 7 SECTION 2 PURPOSE AND FUNCTIONS 2.1 Functions OCCOG established hereunder shall perform all necessary functions to fulfill the purposes of this Agreement, The OCCOG shall: a. Serve as a forum for consideration, study and recommendation on area -wide and regional problems; b. Assemble information helpful in the consideration of problems peculiar to Orange County; C. Explore practical avenues for intergovernmental cooperation, coordination, and action in the interest of its members; d. Seek economies of scale whenever practical in the administration of governmental services; C. Exercise jointly the common powers of its members to manage and administer any implementation agreement or program; f. Make and enter into contracts; g. Contract for the services of engineers, attorneys, planners, financial consultants and others and employ such other persons, as it deems necessary: IL Adopt rules, regulations, policies, bylaws and procedures governing the operation of OCCOG; i. Apply for grants under any federal, state, regional or local programs as needed to achieve member objectives; j. Seek the adoption or defeat of any federal, state or local legislation or regulation necessary or desirable to accomplish the stated purposes and objectives of the OCCOG; k. Incur debts, liabilities or obligations; 1. Acquire, hold or dispose of property; M. Receive gifts, contributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and any governmental entity; Ll n. To the extent not specifically provided in this Agreement, to exercise any powers authorized by the member agencies to achieve the OCCOG's objectives and such further powers not spedfically mentioned herein, but common to Member Agencies, and authorized by California Government Code Section 6508. 2.2 Limitation of Powers The manner in which the OCCOG may exercise its powers shall be subject to any statutory limitations applicable to the Orange County Transportation Authority. SECTION 3 3.1 Membership The parties to OCCOG shall be each public entity which has executed or hereafter executes this agreement, or any addenda, amendment, or supplement thereto, and which has not, pursuant to provisions hereof, withdrawn from the OCCOG. Other entities within Orange County may petition to become a member of the OCCOG by submitting to the Board of Directors (Board'D a resolution adopted by its governing body. The Board shall review the petition for membership and shall vote to approve or disapprove the petition. If the petition is approved by a majority of the Board the petitioning entity shall become a member of the OCCOG. The names of the member parties at any time shall be shown on Exhibit 1, attached, as amended or supplemented from time to time. 3.2 Withdrawal from Membership Any member of OCCOG may, at any time, withdraw from the OCCOG. The withdrawal of a member agency shall become effective ninety (90) days after a resolution adopted by its governing body which authorizes withdrawal is received by the OCCOG. 4 0 0 3.3 Successor Agency The Orange County Council of Governments is hereby designated the successor in interest to the Orange County Regional Advisory and Planning Council (RAPC). SECTION 4 BOARD OF DIRECTORS 4.1 Board of Directors and Voting All functions of the OCCOG shall be exercised by the Board. Recognizing the provisions for formation in Section 9.1 of this agreement, the Board would be composed of elected officials and ex -officio (non voting) representatives of the following entities, as further provided in the OCCOG's Bylaws: WIZ Members Voting County of Orange 1 Orange County Transportation Authority 1 Orange County Transportation Corridor Agencies 1 Orange County Sanitation Districts 1 Orange County ISDOC/Water Agencies Representative I Orange County Representative to SCAQMD 1 Orange County Delegates to SCAG 12 Orange County SLAG representative 1 At -large Orange County Cities Member 1 Total Members 20 voting Additionally, there shall be one Orange County Division, League of California Cities Representative (non-voting Ex -Officio), one Private Sector Representative (non-voting Ex -Officio) and one University Representative (non- voting Ex -Officio) on the OCCOG Board, but more may be established based on needs and in accordance with the OCCOG's Bylaws. 3 4.2 Terms/Removal Board members serve at the pleasure of the appointing entity and Board, as further set forth in the OCCOG Bylaws. 4.3 Vacancies/Alternates If a person who has been appointed as a director ceases to serve as a member of the appointing entity or no longer qualifies to serve as a member of the appointing entity, he/she shall no longer serve on the OCCOG Board. The appointing entity is encouraged to fill vacancies as expeditiously as possible to ensure representation on the voting Board. Each Board member can designate one or two alternates, provided that said alternates serve in a similar capacity in the entity as the Board member (Le., elected officials for voting members). Alternate directors shall receive all meeting notices and written material sent to directors and shall have the right to participate and vote at meetings of the Board in the absence of the director for whom the alternate director serves. All provisions of law relating to conflicts of interest that apply to a Board member shall apply to alternate board members. 4.4 Ex -Officio Representatives Such representatives shall receive all meeting notices, shall have the right to participate in Board discussions, and shall have the right to place matters on the agenda, but shall not be counted towards a quorum of the Board and shall have no vote. 4.5 No Dual Representation It is recognized that elected officials often represent various agencies by serving on various boards, committees, etc. In instances where elected officials represent more than one OCCOG member agency, the official will choose one agency to represent. When an elected official is the sole representative of an agency, the elected official shall represent that agency on the OCCOG Board. Procedures 5 0 0 for filling open OCCOG member positions will follow those described in the OCCOG's Bylaws. 4.6 Officers Chair: The Chair of the Board shall be elected annually as further provided in the OCCOG bylaws. Any Board member may be authorized to represent the Board upon approval by the Chairman. Vice Chair. The Vice Chair of the Board shall be elected annually, as further provided in the OCCOG bylaws, and have all the powers to act in the place of the Chair in the Chair's absence. 4.7 Quorum A majority of appointed voting directors shall constitute a quorum for acting on the business of the Board. If such number of Board members is an even number, a majority shall be one more than half the number of appointed directors to the Board. 4.8 Meetings Regular Meetings: Regular meetings of the Board shall be held every month according to a schedule approved by the Board at its first meeting each calendar year. Special Meetings: Special meetings may be called by the Chairman or a quorum of Board members. Brown Act: All meetings shall be called and conducted in accordance with the Ralph M. Brown Act 4.9 Bylaws Bylaws providing additional details pertaining to the conduct of OCCOG and its support structure will be established and approved by the OCCOG Board. 7 0 0 SECTION 5 STAFFING, FUNDING AND ADDITIONAL RESPONSIBILITIES 5.1 Staffing, Consultants and Agents The Board shall have the power to appoint, by employment or on a contractual basis, and remove an administrative officer to serve as the Executive Director of the Board. Such Executive Director shall have full authority and responsibility to implement the purposes and objectives of the OCCOG, subject to the general authority of the Board and specific definition of duties, responsibilities and compensation by contract or employment terms as approved by the Board and as provided by the OCCOG Bylaws. The duties of the Executive Director may be delegated by the Executive Director to subordinate employees or performed through contractual services. The Board may appoint any additional staff, consultants or agents, as deemed necessary or desirable by approval of the Board. Such additional officers may be officers or employees of a Member Agency or the Board may approve entering into a contractual agreement for services for any function necessary for the Board to carry out its purpose, which additional officers or employees shall not be deemed employees of the OCCOG. Additional support to OCCOG may be provided through committees, as established in the Bylaws. 5.2 Funding Dues: Each Member of the OCCOG shall pay annual membership dues to recover costs for staffing, legal services, equipment, materials, contract services, office space and other capital and operational costs as stipulated by OCCOG's annual adopted budget, which dues shall initially be set at the amount provided as Exhibit "2" attached hereto and, thereafter, adjusted pursuant to OCCOG's annual adopted budget. Said dues structure shall be established by resolution of the Board and shall be updated annually. 8 Additional funding fat the OCCOG's operation may be provided by monies provided to Orange County from the Southern California Association of Governments, member and/or non-member agency financial contributions, grants, and other sources authorized and approved by the OCCOG Board. 5.3 Assignment of Additional Responsibilities Additional responsibilities will be undertaken by OCCOG in accordance with the following procedures. Requests to Examine Issues and Provide Input/Recommendations: Requests from non-member and member agencies may be made to OCCOG to examine activities and provide recommendations. The OCCOG shall assign the Executive Director or an OCCOG committee the task of examining staffing needs and funding issues to undertake additional responsibilities, including the need to establish a special assessment to fund any additional responsibility, and providing recommendations to OCCOG on how and whether it might choose to pursue the request. In addition to considering potential staffing/funding constraints, the Executive Director or OCCOG committee will also base its recommendations, and the OCCOG shall consider, on whether the request/issue has strong countywide support among OCCOG members and can reduce or eliminate duplication, improve efficiencies and otherwise achieve countywide consensus and OCCOG objectives. Assignment of Responsibilities to OCCOG: Should requests from member and/or non-member agencies be made for the OCCOG to assume responsibility for delivery of services, development of plans, programs or similar activities, the OCCOG would assume said responsibilities upon approval of its Board, with concurrence of the affected agency(ics). 9 0 SECTION 6 FINANCES 6.1 Budget Prior to July 1st of each fiscal year, the Board shall adopt a budget. 6.2 Designation -of Treasurer and Auditor/Controller The Board shall, in accordance with applicable law, designate a Treasurer and Auditor/Controller for the OCCOG. The Treasurer shall have charge of the depositing and custody of all funds held by the OCCOG. The Treasurershall perform such other duties as may be imposed by provisions of applicable law, including those duties described in Section 6505 and 6505.5 of the Government Code and such duties as may be requited by the Board. The Auditor/Controller shall maintain the financial records of the OCCOG, and shall perform such functions as may be required by provisions of applicable law, this Agreement and any OCCOG bylaws and the direction of the Board. 6.3 Obligations of the OCCOG As authoti2ed by California Government Code Section 6508.1, the debts, liabilities and obligations of the OCCOG shall be the debts, liabilities or obligations of the OCCOG alone. No member of the OCCOG shall be responsible, directly or indirectly, for any obligation, debt or liability of the OCCOG, whatsoever. The debts, liabilities and obligations of the OCCOG shall be the debts, liabilities and obligations of the OCCOG alone, and not of the Members. 6.4 Control and Investment of OCCOG Funds The Board shall adopt a policy for the control and investment of its funds and shall require strict compliance with such policy. The policy shall comply, in all respects, with all provisions of applicable law. 10 6.5 Funds and Properties The Board shall appoint an entity to receive and have the custody of, and disburse OCCOG funds and property and make disbursements as agreed to by its members. The appointed entity shall invest OCCOG funds in accordance with the general law. All .interest collected on OCCOG funds shall be accounted for and posted to the account of said funds. 6.6 Accounts and Reports The OCCOG shall establish and maintain such records and accounts which are deemed necessary to account for and report on the various sources of funds, expenditures, grants, programs and projects and, as may be required by good accounting practice, the State ControUer or the United States Government. The books and records of the OCCOG shall be open to inspection by representatives of the member agencies at all reasonable times. SECTION 7 INDEMNITY Each parry hereto agrees to indemnify and hold the other parties harmless from all liability for damage, actual or alleged, to persons or property arising out.of or resulting from negligent acts or omissions of the indemnifying party of its employees. The member agencies, and their employees, officers, members and directors will not be liable to OCCOG (or anyone who may claim any right because of a relationship with OCCOG) for any acts or omissions related to the service to OCCOG. OCCOG and its members will indemnify and hold the members harmless from any obligations, costs, claims, judgments, attorney's fees, and/or attachments in any way connected with the services provided to OCCOG under this agreement. 11 SECTION 8 TERMINATION AND) DISSOLUTION 8.1 Termination The OCCOG shall continue to exercise the joint powers herein until the termination of this Agreement and any extension thereof or until the parties shall have mutually rescinded this Agreement: providing, however, that the OCCOG and this agreement shall continue to exist for the purposes of disposing of all claims, distribution of assets and all other functions necessary to conclude the affairs of the OCCOG. Termination shall be accomplished by a majority action of the Board. 8.2 Distribution of Property and Funds In the event of the termination of this Agreement, any property interest remaining in OCCOG following the discharge of all obligations shall be disposed in accordance with Government Code Section 6512. SECTION 9 MISCELLANEOUS 9.1 Effective Date This Agreement shall be effective and the Orange County Council of Governments shall exist from and after such date as this Agreement has been executed by 50 percent plus one of the cities or the County of Orange in Orange County representing over 50 percent of the County's population. 12 0 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as evidenced by the signatures below. MEMBER AGENCY By: Date: Title: ATTEST: By: APPROVED AS TO FORM: By: 0 EXHIBIT 1 MEMBER AGENCIES LISTING City of Aliso Viejo City of Anaheim City of Brea City of Buena Park City of Costa Mesa City of Cypress City of Dana Point City of Fountain Valley City of Fullerton City of Garden Grove City of Huntington Beach City of Irvine City of La Habra City of La Palma City of Laguna Beach City of Laguna Hills City of Laguna Niguel City of Laguna Woods City of Lake Forest City of Los Alamitos City of Mission Viejo City of Newport Beach City of Orange City of Placentia City of Rancho Santa Margarita City of San Clemente City of San Juan Capistrano City of Santa Ana City of Seal Beach City of Stanton City of Tustin City of Villa Park City of Westminster City of Yorba Linda County of Orange Orange County Independent Special Districts/Water Agencies Orange County Transportation Authority Foothill / Eastern Transportation Corridor Agency San Joaquin Hills Transportation Corridor Agency County Sanitation Districts of Orange County, Nos. 1,2,3,5,6,7,11,13,14 South Coast Air Quality Management District 0 AGENDA REPORT TO: Joe Tait, City Manager FROM: Steven Apple, AICP Co munity Development Director 5/4/2010 SUBJECT: Consideration of Approval of Amended Orange County Council of Governments (OCCOG) Joint Powers Agreement. RECOMMENDATION: By motion adopt the attached Resolution approving and executing an amended and restated Orange County Council of Governments (OCCOG) Joint Powers Agreement and authorize the Mayor to execute the amended and restated Joint Powers Agreement. SITUATION: The Orange County Council of Governments (OCCOG) was established as a Joint Powers Authority through an executed Joint Powers Agreement that was entered into by thirty (30) founding Member Agencies between April 1996 and January 1998. The OCCOG Board of Directors, at its meeting of June 25, 2009, reviewed, considered and adopted a comprehensive technical and policy revision to its operating bylaws. The revised OCCOG bylaws provide for a more defined discussion of OCCOG, describes its purpose and responsibilities, outlines how its members are selected and elected, and establishes procedures for the conduct of its operations. This action would approve a resolution authorizing the Mayor to execute an amended and restated Joint Powers Agreement incorporating the aforementioned changes. As of April 22, 2010 The City of San Juan Capistrano is the only City that has not executed the amended and restated Orange County Council of Governments (OCCOG) Joint Powers Agreement (see attachment 2, Update on Member Agency Joint Powers Agreements and Financial Report). Background: As a 40 -member joint powers authority, OCCOG serves as an official sub -region of the Southern California Association of Governments (SCAG). OCCOG — through its Board of Directors of elected Orange County representatives, its representatives on SCAG's Governing Board and policy committees, and its Technical Advisory Committee — provides a coordinated mechanism for Orange County technical and policy recommendations to be issued on SCAG plans and programs and on behalf of its member agencies. Key areas include: Agenda Report • • Page 2 May 4, 2010 • Protecting Orange County interests in SCAG's adoption of a Regional Housing Needs Assessment (RHNA) allocation to local jurisdictions in the six -county SCAG region; • Protecting a local, bottoms -up development of the Orange County Projections, which represents Orange County's official growth forecast for local, countywide and regional planning; • Adopting the Orange County official growth forecast, which is now required by statute to be used for RHNA allocations and for regional transportation planning; and, • Providing input and recommendations on new requirements relating to SB 375 and its Sustainable Communities Strategy, which seeks to reduce greenhouse gas emissions by shifting future and higher -intensity growth near transit stations and facilities. Forty agencies are currently members of OCCOG. Member Agencies include all Orange County cities, the County of Orange, Orange County Transportation Authority, the Transportation Corridor Agencies, and Orange County special districts, including the Orange County Sanitation District and the Independent Special Districts of Orange County. Membership into OCCOG effectively serves and protects the interests of the communities of its member agencies. Already, a new cycle of RHNA, updated growth forecasts, and a 2012 regional transportation plan are under technical development at SCAG. Overlaid over these traditional requirements will be the new requirements imposed by SB375, which mandate that land use, RHNA, and transportation planning be integrated and accomplished within a framework of air quality and greenhouse gas emissions reductions. In 2009, the OCCOG Board of Directors completed an overdue and comprehensive revision to the original 1996 OCCOG joint powers agreement provisions. The OCCOG Board recognized the need to amend and restate the original joint powers agreement to: update its references to OCCOG's administration and establish an OCCOG Executive Director; streamline and make consistent provisions relating to the joint powers agreement and OCCOG bylaws; and update the references to the member agencies and their voting on the OCCOG board. Key provisions of the amended and restated OCCOG joint powers agreement are detailed in the attached Information Sheet (Supporting Document B). In particular, the amended and restated OCCOG joint powers agreement provides the authority for OCCOG to: • Establish annual membership dues to assist in financing its operation — which had been previously absorbed by certain volunteer cities — and which was a key recommendation of the Orange County City Managers Association; and, Agenda Report • • Page 3 May 4, 2010 • Broadens the powers of OCCOG to be able to retain staff and consultants to conduct its responsibilities as a SCAG sub -region to insure that the interests of cities in Orange County are represented in the six County region. The OCCOG Board of Directors, at its meeting of June 25, 2009, unanimously adopted the amended and restated joint powers agreement, and requests that said agreement be transmitted to each OCCOG member agency for review, approval and execution. Further, a 2009 comprehensive amendment to the OCCOG bylaws was also adopted by the OCCOG Board on June 25, 2009. The revised bylaws require that any elected official that represents OCCOG — including any OCCOG Board Member and Alternate, and any elected official serving as an OCCOG Sub regional Representative on SCAG's policy committees — be from a dues -paying OCCOG Member Agency in good standing. By executing the amended and restated joint powers agreement, the City will be able to achieve economies of scale and cost effectiveness in monitoring and addressing these state and regional issues and maintaining a coordinated Orange County voice through OCCOG's representatives. FINANCIAL CONSIDERATIONS: Membership dues are calculated on a population -based formula. Based on the City of San Juan Capistrano's population, the FY 2009-2010 annual dues are $ 3,237.92 (see attachment 3, FY 09-10 OCCOG Membership Dues). NOTIFICATION: No notification is required for the aforementioned action. RECOMMENDATION: By motion adopt the attached Resolution approving and executing an amended and restated Orange County Council of Governments (OCCOG) Joint Powers Agreement and authorize the Mayor to execute the amended and restated Joint Powers Agreement.. Resp y submi ed Steven Apple, AIC;�; Community Development Director =r Attachment: 1. Resolution of Approval 2. Update on Member Agency Joint Powers Agreements and Financial Report 3. FY 09-10 OCCOG Membership Dues 0 RESOLUTION NO. 10 -05 -04 -XX 0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA EXECUTING AN AMENDED AND RESTATED ORANGE COUNTY COUNCIL OF GOVERNMENTS (OCCOG) JOINT POWERS AGREEMENT WHEREAS, the Orange County Council of Governments (OCCOG) serves as a Southern California Association of Governments (SCAG) sub -regional organization that represents the interests of Orange County in the consideration of SCAG plans, programs, policies and legislative platforms; and, WHEREAS, the OCCOG was duly established by a joint powers agreement as a separate legal entity by and between thirty (30) founding member agencies between April 1996 and January 1998, with said member agency representation currently comprised of forty (40) public agencies; and with each member, by and through its legislative body, independently determining that the public interest, convenience and necessity required creation of a joint powers authority known as the OCCOG; and, WHEREAS, the OCCOG Board of Directors recognized the need to amend and restate the original OCCOG joint powers agreement to: streamline and make consistent certain provisions relating to OCCOG between the provisions in the joint powers agreement and the provisions of the OCCOG bylaws; address updated references to member agencies and their voting on the OCCOG Board of Directors; add a provision to establish membership dues for member agencies; clarify the powers and limitations of OCCOG; and broaden the ability of OCCOG to retain staff and consultants; and, WHEREAS, the OCCOG Board of Directors duly conducted a public meeting on the amended and restated OCCOG joint powers agreement on June 25, 2009 and unanimously adopted the amended and restated OCCOG joint powers agreement and authorized the transmittal of said amended and restated joint powers agreement to the OCCOG Member Agencies for execution by the legislative body of each Member Agency; and, WHEREAS, in the conduct of business, the OCCOG has further established bylaws which govern the effective and efficient conduct of the OCCOG, with the founding OCCOG bylaws adopted on May 17, 1997; and, WHEREAS, the OCCOG has concurrently undertaken a comprehensive assessment and revision to its adopted bylaws, in consultation with the OCCOG Board Ad Hoc Bylaws Subcommittee and the Orange County City Managers Association OCCOG Oversight Committee; and, ATTACHMENT 1 0 0 WHEREAS, the OCCOG Board of Directors, at its meeting of June 25, 2009, reviewed, considered and adopted a comprehensive technical and policy revision to the OCCOG bylaws to further define the operation of the OCCOG; and, WHEREAS, the revised OCCOG bylaws effect such changes as refining OCCOG board membership and voting provisions, authorizing membership dues; requiring that OCCOG board members be from dues -paying member agencies in good standing; and achieving a consistency between the provisions of the OCCOG joint powers authority agreement and the OCCOG bylaws; and, WHEREAS, the 2009 amendment to the OCCOG bylaws provides a comprehensive technical and policy revision to the OCCOG bylaws, which are consistent with a 2009 amended and restated OCCOG joint powers agreement. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Juan Capistrano does hereby approves the amended and restated OCCOG joint powers agreement as adopted by the Orange County Council of Governments on June 25, 2009, attached hereto as Exhibit "A" and incorporated herein by this reference. NOW, THEREFORE, BE IT FURTHER RESOLVED, that the City Council of the City of San Juan Capistrano does hereby authorizes the Mayor of the City of San Juan Capistrano to execute the amended and restated OCCOG joint powers agreement and transmit the signed OCCOG joint powers agreement to the OCCOG Interim Executive Director. PASSED, APPROVED, AND ADOPTED this 4`" day of May 2004. DR. LONDRES USO, MAYOR ATTEST: MARIA MORRIS, CITY CLERK 9 EXHIBIT " V 0 AMENDED AND RESTATED JOINT POWERS AGREEMENT ESTABLISHING THE ORANGE COUNTY COUNCIL OF GOVERNMENTS This presentation reflects the Amended and Restated Agreement made between the Member Agencies (listed in Exhibit 1) hereinafter collectively or individually referred to as "Member Agencies." RECITALS A. Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code authorizes two (2) or more public agencies to jointly exercise any power common to them. B. Each Member Agency and party to this Agreement is a governmental entity established by law with full powers of government in legislative, administrative, financial and other related fields. C. Member Agencies realize the urgent need for areawide planning and coordination in order to provide advice to public entities on a range of issues that affect multiple interests. D. Member Agencies believe that the joint exercise of their powers will provide an organization capable of conducting studies and projects designed to improve and coordinate common governmental responsibilities and services on an areawide and regional basis through the establishment of a council of governments. E. Member Agencies wish to create a unified subregional organization which will improve Orange County's abilities to be represented in the southern California region, the State of California and the nation on issues and matters that affect collective Orange County interests. 0 F. Member Agencies believe that an Orange County Council of Governments ("OCCOG'� is best suited to accomplish the preparation of subregional plan components mandated by state and federal law to conduct studies and projects designed to improve and coordinate the common governmental responsibilities and services on an areawide and regional basis through the establishment of a council of governments, and explore areas of intergovernmental cooperation and coordination of government programs and provide recommendations and solutions to problems of common and general concern. G. Between approximately April 1996 and January 1998, thirty (30) Member Agencies adopted the original Joint Powers Agreement (`Original JPA") for the OCCOG. Since that date, twelve (12) additional Orange County agencies have signed the Original JPA to become Member Agencies. H. The Member Agencies believe the OCCOG has been operating effectively at accomplishing its purposes, as outlined in the Original JPA, and seeks to have the Original JPA amended by this Amended and Restated JPA to better comport with the present and anticipated future needs of the OCCOG. NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the parties as herein expressed, Member Agencies agree as follows: SECTION 1 ESTABLISHMENT This Agreement amends and supersedes the Original JPA in its entirety. There is hereby created an organization known and denominated as the Orange County Council of Governments (OCCOG) which shall be a public entity, separate and apart from any member city or county. The Orange County Council of Governments shall be governed by the terms of this Joint Powers Agreement and the Rules, duly passed and adopted by the Board. pi SECTION 2 PURPOSE AND FUNCTIONS 2.1 Functions OCCOG established hereunder shall perform all necessary functions to fulfill the purposes of this Agreement. The OCCOG shall: a. Serve as a forum for consideration, study and recommendation on area -wide and regional problems; b. Assemble information helpful in the consideration of problems peculiar to Orange County; C. Explore practical avenues for intergovernmental cooperation, coordination, and action in the interest of its members; d. Seek economies of scale whenever practical in the administration of governmental services; C. Exercise jointly the common powers of its members to manage and administer any implementation agreement or program; f Make and enter into contracts; g. Contract for the services of engineers, attorneys, planners, financial consultants and others and employ such other persons, as it deems necessary: h. Adopt rules, regulations, policies, bylaws and procedures governing the operation of OCCOG; i. Apply for grants under any federal, state, regional or local programs as needed to achieve member objectives; j. Seek the adoption or defeat of any federal, state or local legislation or regulation necessary or desirable to accomplish the stated purposes and objectives of the OCCOG; k. Incur debts, liabilities or obligations; 1. Acquire, hold or dispose of property; M. Receive gifts, contributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and any governmental entity; 3 0 n. To the extent not specifically provided in this Agreement, to exercise any powers authorized by the member agencies to achieve the OCCOG's objectives and such further powers not specifically mentioned herein, but common to Member Agencies, and authorized by California Government Code Section 6505. 2.2 Limitation of Powers The manner in which the OCCOG may exercise its powers shall be subject to any statutory limitations applicable to the Orange County Transportation Authority. SECTION 3 ORGANIZATION 3.1 Membership The parties to OCCOG shall be each public entity which has executed or hereafter executes this agreement, or any addenda, amendment, or supplement thereto, and which has not, pursuant to provisions hereof, withdrawn from the OCCOG. Other entities within Orange County may petition to become a member of the OCCOG by submitting to the Board of Directors ("Board') a resolution adopted by its governing body. The Board shall review the petition for membership and shall vote to approve or disapprove the petition. If the petition is approved by a majority of the Board the petitioning entity shall become a member of the OCCOG. The names of the member parties at any time shall be shown on Exhibit 1, attached, as amended or supplemented from time to time. 3.2 Withdrawal from Membership Any member of OCCOG may, at any time, withdraw from the OCCOG. The withdrawal of a member agency shall become effective ninety (90) days after a resolution adopted by its governing body which authorizes withdrawal is received by the OCCOG. 4 0 0 3.3 Successor Agency The Orange County Council of Governments is hereby designated the successor in interest to the Orange County Regional Advisory and Planning Council (RAPC). SECTION 4 BOARD OF DIRECTORS 4.1 Board of Directors and Voting All functions of the OCCOG shall be exercised by the Board. Recognizing the provisions for formation in Section 9.1 of this agreement, the Board would be composed of elected officials and ex -officio (non voting) representatives of the following entities, as further provided in the OCCOG's Bylaws: Entu No. of Members Voting County of Orange 1 Orange County Transportation Authority 1 Orange County Transportation Corridor Agencies 1 Orange County Sanitation Districts 1 Orange County ISDOC/Water Agencies Representative 1 Orange County Representative to SCAQMD 1 Orange County Delegates to SCAG 12 Orange County SCAG representative 1 At -large Orange County Cities Member 1 Total Members 20 voting Additionally, there shall be one Orange County Division, League of California Cities Representative (non-voting Ex -Officio), one Private Sector Representative (non-voting Ex -Officio) and one University Representative (non- voting Ex -Officio) on the OCCOG Board, but more may be established based on needs and in accordance with the OCCOG's Bylaws. 5 4.2 Terms/Removal Board members serve at the pleasure of the appointing entity and Board, as further set forth in the OCCOG Bylaws. 4.3 Vacancies/Alternates If a person who has been appointed as a director ceases to serve as a member of the appointing entity or no longer qualifies to serve as a member of the appointing entity, he/she shall no longer serve on the OCCOG Board. The appointing entity is encouraged to fill vacancies as expeditiously as possible to ensure representation on the voting Board. Each Board member can designate one or two alternates, provided that said alternates serve in a similar capacity in the entity as the Board member (i.e., elected officials for voting members). Alternate directors shall receive all meeting notices and written material sent to directors and shall have the right to participate and vote at meetings of the Board in the absence of the director for whom the alternate director serves. All provisions of law relating to conflicts of interest that apply to a Board member shall apply to alternate board members. 4.4 Ex -Officio Representatives Such representatives shall receive all meeting notices, shall have the right to participate in Board discussions, and shall have the right to place matters on the agenda, but shall not be counted towards a quorum of the Board and shall have no vote. 4.5 No Dual Representation It is recognized that elected officials often represent various agencies by serving on various boards, committees, etc. In instances where elected officials represent more than one OCCOG member agency, the official will choose one agency to represent. When an elected official is the sole representative of an agency, the elected official shall represent that agency on the OCCOG Board. Procedures 0 0 for filling open OCCOG member positions will follow those described in the OCCOG's Bylaws. 4.6 Officers Chair: The Chair of the Board shall be elected annually as further provided in the OCCOG bylaws. Any Board member may be authorized to represent the Board upon approval by the Chairman. Vice Chair: The Vice Chair of the Board shall be elected annually, as further provided in the OCCOG bylaws, and have all the powers to act in the place of the Chair in the Chair's absence. 4.7 Quorum A majority of appointed voting directors shall constitute a quorum for acting on the business of the Board. If such number of Board members is an even number, a majority shall be one more than half the number of appointed directors to the Board. 4.8 Meetings Regular Meetings: Regular meetings of the Board shall be held every month according to a schedule approved by the Board at its first meeting each calendar year. Special Meetings: Special meetings may be called by the Chairman or a quorum of Board members. Brown Act: All meetings shall be called and conducted in accordance with the Ralph M. Brown Act. 4.9 Bylaws Bylaws providing additional details pertaining to the conduct of OCCOG and its support structure will be established and approved by the OCCOG Board. 7 SECTION 5 STAFFING, FUNDING AND ADDITIONAL RESPONSIBILITIES 5.1 Staffing, Consultants and Agents The Board shall have the power to appoint, by employment or on a contractual basis, and remove an administrative officer to serve as the Executive Director of the Board. Such Executive Director shall have full authority and responsibility to implement the purposes and objectives of the OCCOG, subject to the general authority of the Board and specific definition of dudes, responsibilities and compensation by contract or employment terms as approved by the Board and as provided by the OCCOG Bylaws. The duties of the Executive Director may be delegated by the Executive Director to subordinate employees or performed through contractual services. The Board may appoint any additional staff, consultants or agents, as deemed necessary or desirable by approval of the Board. Such additional officers may be officers or employees of a Member Agency or the Board may approve entering into a contractual agreement for services for any function necessary for the Board to carry out its purpose, which additional officers or employees shall not be deemed employees of the OCCOG. Additional support to OCCOG may be provided through committees, as established in the Bylaws. 5.2 Funding Dues: Each Member of the OCCOG shall pay annual membership dues to recover costs for staffing, legal services, equipment, materials, contract services, office space and other capital and operational costs as stipulated by OCCOG's annual adopted budget, wh ch dues shall initially be set at the amount provided as Exhibit "2" attached hereto and, thereafter, adjusted pursuant to OCCOG's annual adopted budget. Said dues structure shall be established by resolution of the Board and shall be updated annually. 8 0 Additional funding for the OCCOG's operation may be provided by monies provided to Orange County from the Southern California Association of Governments, member and/or non-member agency financial contributions, grants, and other sources authorized and approved by the OCCOG Board. 5.3 Assignment of Additional Responsibilities Additional responsibilities will be undertaken by OCCOG in accordance with the following procedures. Requests to Examine Issues and Provide Input/Recommendations: Requests from non-member and member agencies may be made to OCCOG to examine activities and provide recommendations. The OCCOG shall assign the Executive Director or an OCCOG committee the task of examining staffing needs and funding issues to undertake additional responsibilities, including the need to establish a special assessment to fund any additional responsibility, and providing recommendations to OCCOG on how and whether it might choose to pursue the request. In addition to considering potential staffing/ funding constraints, the Executive Director or OCCOG committee will also base its recommendations, and the OCCOG shall consider, on whether the request/issue has strong countywide support among OCCOG members and can reduce or eliminate duplication, improve efficiencies and otherwise achieve countywide consensus and OCCOG objectives. Assignment of Responsibilities to OCCOG: Should requests from member and/or non-member agencies be made for the OCCOG to assume responsibility for delivery of services, development of plans, programs or similar activities, the OCCOG would assume said responsibilities upon approval of its Board, with concurrence of the affected agency(ies). E SECTION 6 FINANCES 6.1 Budget Prior to July 1st of each fiscal year, the Board shall adopt a budget. 6.2 Designation of Treasurer and Auditor/Controller The Board shall, in accordance with applicable law, designate a Treasurer and Auditor/Controller for the OCCOG. The Treasurer shall have charge of the depositing and custody of all funds held by the OCCOG. The Treasurer shall perform such other duties as may be imposed by provisions of applicable law, including those duties described in Section 6505 and 6505.5 of the Government Code and such duties as may be required by the Board. The Auditor/Controller shall maintain the financial records of the OCCOG, and shall perform such functions as may be required by provisions of applicable law, this Agreement and any OCCOG bylaws and the direction of the Board. 6.3 Obligations of the OCCOG As authorized by California Government Code Section 6508.1, the debts, liabilities and obligations of the OCCOG shall be the debts, liabilities or obligations of the OCCOG alone. No member of the OCCOG shall be responsible, directly or indirectly, for any obligation, debt or liability of the OCCOG, whatsoever. The debts, liabilities and obligations of the OCCOG shall be the debts, liabilities and obligations of the OCCOG alone, and not of the Members. 6.4 Control and Investment of OCCOG Funds The Board shall adopt a policy for the control and investment of its funds and shall require strict compliance with such policy. The policy shall comply, in all respects, with all provisions of applicable law. 10 0 6.5 Funds and Properties The Board shall appoint an entity to receive and have the custody of, and disburse OCCOG funds and property and make disbursements as agreed to by its members. The appointed entity shall invest OCCOG funds in accordance with the general law. All interest collected on OCCOG funds shall be accounted for and posted to the account of said funds. 6.6 Accounts and Reports The OCCOG shall establish and maintain such records and accounts which are deemed necessary to account for and report on the various sources of funds, expenditures, grants, programs and projects and, as may be required by good accounting practice, the State Controller or the United States Government. The books and records of the OCCOG shall be open to inspection by representatives of the member agencies at all reasonable times. SECTION 7 INDEMNITY Each parry hereto agrees to indemnify and hold the other parties harmless from all liability for damage, actual or alleged, to persons or property arising out of or resulting from negligent acts or omissions of the indemnifying party of its employees. The member agencies, and their employees, officers, members and directors will not be liable to OCCOG (or anyone who may claim any right because of a relationship with OCCOG) for any acts or omissions related to the service to OCCOG. OCCOG and its members will indemnify and hold the members harmless from any obligations, costs, claims, judgments, attorney's fees, and/or attachments in any way connected with the services provided to OCCOG under this agreement. 11 SECTION 8 TERMINATION AND) DISSOLUTION 8.1 Termination The OCCOG shall continue to exercise the joint powers herein until the termination of this Agreement and any extension thereof or until the parties shall have mutually rescinded this Agreement: providing, however, that the OCCOG and this agreement shall continue to exist for the purposes of disposing of all claims, distribution of assets and all other functions necessary to conclude the affairs of the OCCOG. Termination shall be accomplished by a majority action of the Board. 8.2 Distribution of Property and Funds In the event of the termination of this Agreement, any property interest remaining in OCCOG following the discharge of all obligations shall be disposed in accordance with Government Code Section 6512. SECTION 9 MISCELLANEOUS 9.1 Effective Date This Agreement shall be effective and the Orange County Council of Governments shall exist from and after such date as this Agreement has been executed by 50 percent plus one of the cities or the County of Orange in Orange County representing over 50 percent of the County's population. 12 9 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as evidenced by the signatures below. MEMBER AGENCY am Date: ATTEST: By: APPROVED AS TO FORM: By: Tide: 0 EXHIBIT 1 MEMBER AGENCIES LISTING City of Aliso Viejo City of Anaheim City of Brea City of Buena Park City of Costa Mesa City of Cypress City of Dana Point City of Fountain Valley City of Fullerton City of Garden Grove City of Huntington Beach City of Irvine City of La Habra City of La Palma City of Laguna Beach City of Laguna Hills City of Laguna Niguel City of Laguna Woods City of Lake Forest City of Los Alamitos City of Mission Viejo City of Newport Beach City of Orange City of Placentia City of Rancho Santa Margarita City of San Clemente City of San Juan Capistrano City of Santa Ana City of Seal Beach City of Stanton City of Tustin City of Villa Park City of Westminster City of Yorba Linda County of Orange Orange County Independent Special Districts/Water Agencies Orange County Transportation Authority Foothill / Eastern Transportation Corridor Agency San Joaquin Hills Transportation Corridor Agency County Sanitation Districts of Orange County, Nos. 1,2,3,5,6,7,11,13,14 South Coast Air Quality Management District 0 ORANGE COUNTY COUNCIL OF GOVERNMENTS April 22, 2010 Subject: Update on Member Agency Joint Powers Agreements and Financial Report Summary: To date, thirty-eight of forty member agencies have approved their Joint Powers Agreements with OCCOG. Staff continues to work to secure the outstanding agreements and secure dues from member agencies. OCCOG financial information is provided for board review. Going forward, this information will be a part of all OCCOG Board agenda packets. Recommendation: Receive and file as an information item. Attachments: A. OCCOG Joint Powers Agreement Approvals B. OCCOG Cash Receipts and Cash Disbursements C. OCCOG Treasurers Quarterly Report Staff Contact: Dave Simpson Deputy Executive Director 714/560-5570 Dsimoson(@octa.net Update on Member Agency JPA's and Financial Report Page 1 of 1 ATTACHMENT • OCCOG JPA Approvals 2009 • Orance County Council of Governments Joint Powers Agreement Approvals Auenev Approval Date Notes Received JPA Aliso Viejo X 8/5/2009 Simpson presented, 5-0 X Anaheim X 8/25/2009 X Brea X 7/21/2009 X Buena Park X 8/11/2009 X Costa Mesa X 1/19/2010 5-0: X Cypress X 8/10/2009 X Dana Point X 7/27/2009 5-0; X Fountain Valley X 1 7/21/2009 Fullerton X 8/4/2009 X Garden Grove X 8/25/2009 5-0; X Huntington Beach X 7/20/2009 X Irvine X 7/28/2009 4-0; Christina Shea was absent X Laguna Beach X 9/15/2009 5-0; X Laguna Hills X 825/2009 5-0; X Laguna Niguel X 2/2/2010 X Laguna Woods X 8/19/2009 5-0; Douq Rilev X La Habra X 720/2009 X Lake Forest X 7/21/2009 X La Palma X 7/21/2009 4-1, Rodriguez objected X Los Alamitos X 921/2009 X Mission Viejo X 7/20/2009 5-0; X Newport Beach X 7/28/2009 7-0; Orange X 8/11/2009 Placentia X 7/21/2009 X Rancho Santa Margarita X 7/22/2009 X San Clemente X 1/19/2010 5-0; X San Juan Capistrano Santa Ana X 2/16/2010 7-0; Seal Beach X 4/12/2010 36647.0 Stanton X 7/14/2009 Tustin X 1/19/2010 5-0; X Villa Park X 8/25/2009 4-1; X Westminster X 1/11/2010 5-0; Yorba Linda X 32/2010 5-0; X OCTA X 7/26/2009 X Coup X 8/25/2009 X SCAQMD X 2/5/2010 OC Sectal DistrictslWater 10/29/2009 anitabon strict X 92/2 X Foothill/Eastern TCA X 9/10/2009 X San Joa - TCA X 9/10/2009 X TOTAL MEMBER APPROVALS 39 31 8 9 10 11 12 13 14 15 18 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 FY2009-10 OCCOG MEMBERSHIP DUES Adopted be the OCCOG Board of Directors at its Regular Meeting of June 25, 2009 Member Aaency Name 2008 City P % Population 2008 DOF Base (1/3) of Initial Due Weighted Dues ° of Total POD. Population Factor Adopted OCCOG Dues ALISO VIEJO 45,249 1.45% 1,666.67 $ 1,932.94 $ 3,599.61 $ 3,599.61 ANAHEIM 346823 11.11% 1666.67 $ 14815.56 $ 16,482.22 $ 5,000.00 BREA 40,081 1.28% S 1666.67 1712.18 3378.84 3,378.84 BUENA PARK 82 768 2.65% 1,666.67 $ 3 535.68 $ 5,202.34 $ 5,000.00 COSTA MESA 113 955 3.65%-S-- 1 666.67 4 867.92 5 6.53 .59 5.000.00 CYPRESS 49,541 1.59% $ 1,666.67 $ 2116.29 3,782.95 $ 3,782.95 DANAPOINT 36,982 1.18% 1,666.67 1,579.79 $ 3246.46 $ 3,246.46 FOUNTAIN VALLEY 57,925 1.86% 1,666.67 S 2,474.44 $ 4,141.10 $ 4,141.10 FULLERTON 137.4371 4.40% 7 666.67 5 871.02 $ 7,537.69 5 000.00 GARDEN GROVE 173.067[ 5.54% S 1,666.67 7,393.06 S 9,059.73 S 5.000.00 HUNTINGTON BEACH 201.1393 6.47% 1,666.67 $ 8,628.72 $ 10,295.39 5,000.00 IRVINE 209 8061 6.72% S 1.666.67 8 962.47 10 629.14 5 000.00 LA HABRA 62 635 2.01 % 1 666.67 $ 2 675.64 $ 4_342.30_$ 4,342.30 LA PALMA 16.17 0.52% 1 666.67 S 691.00 2,357.67 $ 2,357.67 LAGUNA BEACH 25,131 0.81% $ 1,666.67 1,073.54 S 2,740.21 $ 2,740.21 LAGUNA HILLS 1.07% S 1.666.67 $ 1,427.68 $ 3,094.34 3,094.34 __33421 LAGUNA NIGUEL 66 877 2.14% 1 666.67 $ 2,856.85 S 4,523.51 S 4,523.51 LAGUNAWOODS 18,442 0.59% $ 1,666.67 $ 787.80 $ 2,454.47 1 $ 2,454.47 LAKE FOREST 78 317 2.51% $ 1,666.67 $ 3,345.54 5,012.21 $ 5,000.00 LOS ALAMITOS 12,191 0.39% $ 1666.67 $ 520.77 2187.44 2187.44 MISSION VIEJO 98 572 3.16% 1 666.67 4 210.79 S 5,877.46 5,000.00 NEWPORT BEACH 84.5541 2.71% 1666.67 3611.97 $ 5278.64 S 5000.00 ORANGE 140.84 4.51% $ 1 666.67 $ 6,01638 7,683.44 5,000.00 PLACENTIA 51 727 1.66% 1 6666.67 $ 2,209.67 3,876.34 S 3,876.34 RANCHO SANTA MARGARITA 49,764 1.59% $ 1,666.67 $ 2,125.81 S 3,792.48 S 3,792A8 SAN CLEMENTE 67,89 2.18% 1 666.67 2,900.20 4,566.87 4,566.87 SAN JUAN CAPISTRANO 36 782 1.18% 1,666.67 $ 1,571.25 3,237.92 S 3,237.92 SANTAANA 353,18 11.32% 1,666.67 15 087.28 16 753.95 5,000.00 SEAL BEACH 25,98 0.83% $ 1,666.67 $ 1,110.07 $ 2,776.73 2,776.73 STANTON 39.27 1,666.67 1,677.79 3,344.46 3,344.46 TUSTIN 74,218 -1.26% 2.38% 1,666.67 3,170.44 S 4 837.10 S 4.837.10 VILLAPARK 6,259 0.20% $ 1,666.67 $ 267.37 $ 1,934.04 $ 1,934.04 WESTMINSTER 93,027 2.98% $ 1,666.67 $ 3,973.92 $ 5,640.59 $ 5,000.00 VORBALINDA 68,312 2.19% 1666.67 2918.15 4584.81 4584.81 COUNTY OF ORANGE 122,032 3.91% $ 1,666.67 $ 5212.95 $ 6,879.62 5,000.00 OCTA' 0 0.00 5,000.00 TCA' 0 0.00%-5--- $ 5,000.00 OC Sanitation District' 0 0.00% $ 5,000.00 OC Special Districts ISDOC' 00.00% 5,000.00 South Coast AQMD 0 0.00% 5000.00 Total 3,121,251 100.00%1 $58,333.33 1 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 L] FY2009-10 OCCOG MEMBERSHIP DUES Adopted by the OCCOG Board of Directors at its Regular Meeting of June 25, 2009 ATTACHMENT 2000 CRY ., , .; ". -, MPF :eft :: Dun Population Factor Adopted Duan ALISO VIEJO 45,249 1.45%$ 1,666.67 $ 1,932.94 $ 3,599.61 $ 3,599.61 ANAHEIM 346,823 11.11% $ 1,666.67 $ 14,815.56 $ 16,482.22 $ 5,000.00 BREA 40.081 1.28% $ 1,666.67 $ 1,712.18 $ 3,378.84 $ 3,378.84 BUENA PARK 82,766 2.65% $ 1,666.67 $ 3,535.68 $ 5,202.34 $ 5,000.00 COSTA MESA 113,955 3.65% $ 1,666.67 1 $ 4,867.92 $ 6,534.59 $ 5,000.00 CYPRESS 49,541 1.590% $ 1,666.67 $ 2,116.29 $ 3,782.95 $ 3,782.95 DAN -POINT 36,982 1.18% $ 1,666.67 $ 1,579.79 $ 3,246.46 $ 3,246.46 FOUNTAIN VALLEY 57,925 1.86% $ 1,666.67 $ 2,474.44 $ 4,141.10 $ 4,141.10 FULLERTON 137,437 4.40% $ 1,666.67 1 $ 5,871.02 $ 7,537.69 $ 5,000.00 GARDEN GROVE 173,067 5.54% $ 1,666.67 $ 7,393.06 $ 9,059.73 $ 5,000.00 HUNTINGTON BEACH 201,993 6.47% $ 1,666.67 $ 8,628.72 $ 10,295.39 $ 5,000.00 IRVINE 209.806 6.72% $ 1,666.67 $ 8,962.47 $ 10,629.14 $ 5,000.00 LAHABRA 62635 2.01% $ 1,666.67 $ 2,675.64 $ 4,342.30 $ 4,342.30 LA PALMA 16,176 0.52% $ 1,666.67 $ 691.00 $ 2,357.67 $ 2,357.67 LAGUNA BEACH 25,131 0.81% $ 1,666.67 $ 1,073.54 $ 2,740.21 $ 2,740.21 LAGUNA HILLS 33,421 1.07% $ 1,666.67 $ 1,427.68 $ 3,094.34 $ 3,094.34 LAGUNANIGUEL 66,877 2.14% $ 1,666.67 $ 2,856.85 $ 4,523.51 $ 4,523.51 LAGUNA WOODS 18,4421 0.59% $ 1,666.67 $ 787.80 $ 2,454.47 $ 2,454.47 LAKE FOREST 78,317 2.51% $ 1,666.67 $ 3,345.54 $ 5,012.21 $ 5,000.00 LOSALAMITOS 12,191 0.39% $ 1,666.67 $ 520.77 $ 2,187.44 $ 2,187.44 MISSION VIEJO 98,572 3.16% $ 1,666.67 $ 4,210.79 $ 5,877.46 $ 5,000.00 NEWPORT BEACH 84,554 2.71% $ 1,666.67 $ 3,611.97 $ 5,278.64 $ 5,000.00 ORANGE 140,849 4.51% $ 1,666.67 $ 6,016.78 $ 7,683.44 $ 5.000.00 PLACENTIA 51,727 1.66% $ 1,666.67 $ 2,209.67 $ 3,876.34 $ 3,876.34 RANCHO SANTA MARGARITA 49,764 1.590% $ 1,666.67 $ 2,125.81 $ 3,792.48 $ 3,792.48 SAN CLEMENTE 67,892 2.18% $ 1,666.67 $ 2,900.20 $ 4,566.87 $ 4,566.87 SAN JUAN CAPISTRANO 36,782 1.18% $ 1,666.67 $ 1,571.25 $ 3,237.92 $ 3,237.92 SANTAANA 353,184 11.32% $ 1,666.67 $ 15,087.28 $ 16,753.95 $ 5,000.00 SEALBEACH 25,986 0.83% $ 1,666.67 $ 1,110.07 $ 2,776.73 $ 2,776.73 STANTON 39,276 1.26% $ 1,666.67 $ 1,677.79 $ 3,344.46 $ 3.344.46 TUSTIN 74,218 2.38% $ 1,666.67 $ 3,170.44 $ 4,837.10 $ 4,837.10 VILLAPARK 6,259 0.20% $ 1,666.67 $ 267.37 $ 1,934.04 $ 1,934.04 WESTMINSTER 93,027 2.98% $ 1,666.67 $ 3,973.92 $ 5,640.59 $ 5,000.00 YORBALINDA 68,312 2.19% $ 1,666.67 $ 2,918.15 $ 4,584.81 $ 4,584.81 COUNTY OF ORANGE 122,032 3.91% $ 1,666.67 $ 5,212.95 $ 6,879.62 $ 5,000.00 OCTA" 0; 0.00% $ $ 5.000.00 TCA` 0 0.00% $ $ 5,000.00 OC Sanitation District` 0 0.00% $ $ 5,000.00 OC Special Districts ISDOC ` 0 0.00% $ $ 5,000.00 South CoastAQMD 0 0.00% $ $ 5,000.00 Total 3,121,251 100.00% $58,333.33 $ 167,799.65 ATTACHMENT E 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 4931171 (949) 4931053 FAX www. sanjuancapsstrano. o'g TRANSMITTAL I IIs]; OCTA Attn: Dave Simpson Deputy Executive Director, OCCOG 550 South Main Street, 12th Floor Orange, CA 92863 DATE: May 17, 2010 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 MEMBERS OF THE CITY COUNCIL SAM ALLEVATO LAURA FREESE THOMAS W. HRIBAR MARK NIELSEN DR. LONDRES USO RE: Amended and Restated Joint Powers Agreement Establishing The Orange County Council of Governments Enclosed: (1) Amended and Restated Joint Powers Agreement Establishing The Orange County Council of Governments If you have questions concerning the agreement, please contact Justin Kirk, Associate Planner at (949) 443-6327. Cc: Justin Kirk, Associate Planner San Juan Capistrano: Preserving the Past to Enhance the Future 164) Printed on 10% recycled paper Today's Date:%7I 40 CIP No. (if any): • Transmittal Routing (Check All That Apply) City Attorney City Manager ❑ City Clerk CONTRACT TRANSMITTAL Project Manager's Last Name: KiYy— Phone Extension: 4762 Council or CRA Meeting Date (if applicable): APPROVING AUTHORITY: (Check One) 0 Mayor ❑ CRA Chair ❑ City Manager Provide (1) executed original contract for each signing party, including the City. If the agreement is to be recorded — only (1) original will be recorded with certified copies going to other parties. Please provide the mailing address of any party to receive an agreement — unless the mailing address is included within the body of the agreement: Names Street I city I St I Zi OTHER INSTRUCTIONS: -PI as 2 giw 4k (9,7f h aoreein�s ( 2- co, W) a4-6waM{ AeVK -�ro 44 cio'z ctwwts o(tLe , Form Date: 01-2004 D-7 'f�IaMlt: I�u .