HomeMy WebLinkAboutAGMT - OCCOG (Establishing OCCOG) 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 corm-non 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.
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.
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SECTION 2
PURPOSE AND FUNCTIONS
2.1 Functions
OCCOG established hereunder shall perform all necessary functions to fulfilll
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 pectriiar 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. 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;
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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
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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 tune.
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. •
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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 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.
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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 511 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 (ie., 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
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•
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
slumber, 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.
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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.
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• •
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 froth non- tnember_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 sham 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).
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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.
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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 ?
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 rlaim 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.
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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 6511
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
evidenced by the signatures below.
MEMBER AGENCY
By: C3.1-r-
David N. a°
vid C nifty
Date: April 12, 2010 Tide: City Manager
ATTEST:
•
By: ± �4
k (,(f PA
Linda Devine, City Clerk
APPROVED AS TO FORM:
By: C
Quinn M. Barrow
City Attorney
• •
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
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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
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EXHIBIT 2
FY2009 -10 OCCOG MEMBERSHIP DUES
• •
FY 2009 -10 Preliminary OCCOG Dues Structure for OCCOG Member Agencies
---, - - = — a. - r. Ln =_ °c Z �, r e , c i i. � ' s'e a c-te > � -
I k 7i __ Ly _..� -- T.2 2E'p�'� :`9[6EYt ti ca n:4-' : .�.� V'fL �- ��_, ' `,
1 Also Viejo 45,249 i .45% $1,666.67 $1,932.94 $3,599.61 $3,599.61
2 Anaheim 346,823 11.11% $1,666.67 $14,815.56 $1 6,482.22 $5,000.00
3 Brea 40,081 1.28% $1,666.67 $1,712.18 $3,378.84 $3,378.84
4 Buena Park 82,768 2.65% $1,666.67 $3,535.68 $5,202.34 $5,000.00
5 Costa Mesa 113,955 3.65% $1,666.67 $4,867.92 $6,534.59 $5,000.00
5 Cypress 49,541 1.59% $1,666.67 $2,116.29 $3,782.95 $3,782.95
7 Dana Point 36,982 1.18% $1,666.67 $1,579.79 $3,246.46 $3,246.46
8 Fountain Valley 57,925 1.86% $1,666.67 $2,474.44 $4,14f.10 $4,141.10
9 Fullerton 137,437 4.40% $1,666.67 $5,871.02 $7,537.69 $5,000.00
10 Garden Grove 173,067 5.54% $1,666.67 $7,393.06 $9,059.73 $5,000.00
11 Huntington Beach 201,993 6.47% $1 ,666.67 $8,628.72 $10,295.39 $5,000.00
12 Irvine 209,806 6.72% $1,666.67 $8,962.74 $10,629.14 $5,000.00
13 La Habra 62,635 2.01 % $1,666.67 $2,675.64 $4,342.30 $4,342.30
14 La Palma 1 6,176 0.52% $1 ,666.67 $691.00 $2,357.67 $2,357.67
15 Laguna Beach 25,131 0.81% $1,666.67 $1,073.54 $2,740.21 $2,740.21
16 Laguna Hills 33,421 1.07% $1,666.67 $1,427.68 $3,094.34 $3,094.34
17 Laguna Niguel 66,877 2.14% $1,666.67 $2,856.85 $4,523.61 $4,523.51
18 Laguna Woods 18,442 0.59% $1,666.67 $787.80 $2,454.47 $2,454.47
19 Lake Forest 78,317 2.51% $1,666.67 $3,345.54 $5,012.21 $5,000.00
20 Los Alamitos 12,191 0.39% $1,666.67 $520.77 $2,187.44 $2,187.44
21 Mission Viejo 98,572 3.16% $1,666.67 $4,210.79 $5,877.46 $5,000.00
22 Newport Beach 84,554 2.71 % $1,666.67 $3,611.97 $5,278.64 $5,000.00
23 Orange 140,849 4.51% $1,666.67 $6,016.78 $7,683.44 $5,000.00
24 Placentia 51,727 1.66% $1,666.67 $2,209.67 $3,876.34 $3,876.34
25 Rancho Santa Margarita 49,764 1.59% $1,666.67 $2,125.81 $3,792.48 $3,792.48
26 San Clemente 67,892 2.18% $1,666.67 $2,900.20 $4,566.87 $4,566.87
27 San Juan Capistrano 36,782 1.18% $1,666.67 $1,571.25 $3,237.92 $3,237.92
28 Santa Ana 353,184 11.32% $1,666.67 $15,087.28 $16,753.95 $5,000.00
-- 29 Seal Beach 25,986 0.83% $1 ,666.67 $1,110.07 $2,776.73 $2,776.73
30 Stanton 39,276 1.26% $1,666.67 $1,677.79 $3,344.46 $3,344.46
31 Tustin 74,218 2.38% $1,666.67 $3,170.44 $4,837.10 $4,837.10
32 Villa Park 6,259 0.20% $1,666.67 $267.37 $1,934.04 $1,934.04
33 Westminster 93,027 2.98% $1,666.67 $3,973.92 $5,640.59 $5,000.00
34 Yorba Linda 68,312 2.19% $1,666.67 $2,918.15 $4,584.81 $4,584.81
35 County of Orange 122,032 • 3.91% $1,666.67 $5,212.95 $6,879.62 $5,000.00 •
36 OCTA 0 0.00% $5,000.00
37 League of Cities, OCD 0 0.00% $5,000.00
38 TCA 0 0.00% $5,000.00
39 OC Sanitation District 0 0.00% $5,000.00
40 OC Special Districts (ISDOC) 0 0.00% $5,000.00
41 South Coast AQMD 0 0.00% $5,000.00
TOTAL $3,121,251 100.00% $58,333.33 $172,799.65
i I I I I I
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Hay yet. — ,1
JOINT POWERS AGREEMENT
ESTABLISHING THE
ORANGE COUNTY COUNCIL OF GOVERNMENTS
This presentation reflects the Agreement made between the Member Agencies (listed in
Exhibit 2)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.
F. Member Agencies believe that an Orange County Council of Governments
is best suited to accomplish the preparation of subregional plan components mandated by
1
state and federal law, 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.
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
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 form
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.
SECTION 2
PURPOSE AND FUNCTIONS
•
2.1 Functions
OCCOG established hereunder shall perform all necessary functions to fulfill the
purposes of this Agreement. In addition to the specific functions described in
Exhibit Ito this Agreement, the COG 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;
When authorized, OCCOG shall have the power in its own name to do any of the
following:
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a. To exercise jointly the common powers of its members to manage and
administer any Implementation Agreement or program;
b. To make and enter into contracts;
c. To contract for the services of engineers, planners, financial consultants and
others and apart therefrom to employ such other persons, as it deems
necessary;
d. To adopt rules, regulations, policies, bylaws and procedures governing the
operation of OCCOG;
e. To apply for grants under any federal, state, regional or local programs as
needed to achieve member objectives;
f. To receive gifts, contributions and donations of property, funds, services
and other forms of financial assistance from persons, firms, corporations
and any governmental entity;
g. To the extent not specifically provided in this Agreement, to exercise any
powers authorized by the member interests to achieve the OCCOG's
objectives.
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,of
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 (The 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 and addresses of the member parties at any time shall be shown
on Exhibit 2, attached, as amended or supplemented from time to time.
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3.2 Withdrawal from Membership
Any member of OCCOG may, at any time, withdraw from the OCCOG. The
withdrawal of a member entity shall become effective ninety (90) days after a
resolution adopted by its governing body which authorizes withdrawal is received
by the OCCOG.
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 of Directors.
Recognizing the provisions for formation in Section 9.1 of this agreement, the
Board would ideally be composed of elected officials and ex-officio (non voting)
representatives of the following entities:
Entity - No. of Voting Members
•
Orange County Division, League of California Cities 1
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 Cities Representative to AQMD 1
County of Orange Representative to AQMD 1
Orange County Delegates to SCAG 12
At-large Orange County Cities Member 1
Private Sector Representative (non-voting) 1
University Representative (non-voting) 1
Total Members 21 voting
2 non-voting
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4.2 SCAG District Representatives
For OCCOG members who are appointed as SCAG district representatives,
participation/membership in SCAG is not a prerequisite for OCCOG membership.
For SCAG District representatives to OCCOG who are not members of SCAG,
OCCOG membership will be determined by the jurisdiction(s) that constitute the
SCAG District. This applies to both City and County representatives.
4.3 AQMD Governing Board Representatives
The AQMD representatives to OCCOG shall be the Orange County Cities and the
County of Orange representatives to the Governing Board of the South Coast Air
Quality Management District. Should the Cities AQMD Governing Board position
be vacant, the vacancy on OCCOG shall be filled through the City Selection
Process of the Orange County Division, League of California Cities. Should the
County's AQMD Governing Board position be vacant, the vacancy on OCCOG
shall be filled by the Orange County Board of Supervisors.
4.4 Appointments by Member Agencies
OCCOG representatives for the County of Orange (1 member), the Orange County
Transportation Authority (1 member), the Orange County Transportation Corridor
Agencies (1 member), and the Orange County Sanitation Districts (1 member) will
be appointed by these agencies' governing boards.
The representative (1 member) from the Orange County Division,League of
California Cities will be appointed by that organization's Executive Steering
Committee.
The at-large representative of the Orange County Cities will be selected annually by
Orange County cities through the City Selection Committee.
The Independent Special Districts of Orange County(ISDOC)/water agency
representative will be determined by its Board of Directors .
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4.5 Private Sector Representation
An ex-officio, non-voting representative from the private sector (as determined by
the OCCOG) will be determined by that private sector entity.
4.6 University Representation
An ex-officio, non-voting representative from the major universities in Orange
County (UCI, CSUF and Chapman) will be selected from these institutions. This
representative will be rotated among these universities on an annual basis based on
the above-listed order.
4.7 Terms/Removal
With the exception of the Cities at-large member(who is appointed annually), and
the university representative, Board members serve at the pleasure of the appointing
entity.
4.8 Vacancies/Alternates
If a person who has been appointed as a director ceases 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 of Directors.
Each Board member can designate an alternate,provided that said alternate serves 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 on the absence of the director for whom the alternate director serves.
All provisions of law relating to conflicts of interest that apply to a director shall
apply to an alternate director.
4.9 Ex-Officio Representatives
Such representatives shall receive all meeting notices, shall have the right to
participate in Board discussions, and the right to place matters on the agenda, but
shall not be counted towards a quorum of the Board and shall have no vote.
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4.10 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 of Directors.
Procedures for filling open OCCOG member positions will follow those described
in this Sections 4.2, 4.3, and 4.4.
4.11 Officers
Chair: The Chair of the Board shall be elected annually at the first regular meeting
of each calendar year. Any director may be authorized to represent the Board upon
approval by the Chairman.
Vice Chair: The Vice Chair of the Board shall be elected annually at the first regular
meeting of each calendar year, and have all the powers to act in the place of the
Chair in the Chair's absence.
4.12 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.
4.13 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.
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4.14 Bylaws
Bylaws providing additional details pertaining to the conduct of OCCOG and its
support structure will be established and approved by the OCCOG Board.
SECTION 5
STAFFING.FUNDING AND ADDITIONAL RESPONSIBILITIES
5.1 Staffing
The League of California Cities, Orange County Division, shall serve in a lead
capacity in coordinating staff resources among member entities to accomplish
OCCOG work efforts and assignments. Member entities recognize that OCCOG
tasks will often benefit from "in-house" expertise, thus will work to coordinate
with individual member entities for the provision of staff to assist in the completion
of assigned tasks and to minimize operational costs. Private sector contract
assistance can be managed by either OCCOG or the member agencies.
Support to OCCOG will be provided primarily through the following structures:
a. Executive Management Committee (EMC): The EMC will be comprised of
executive directors of the member agencies as well as five City Managers as
appointed by the President of the Orange County City Managers Association. The
EMC will enable executive and management-level review and discussion of issues
under OCCOG's purview, and provides a liaison between elected officials and
technical staff on such matters. The EMC will meet on a monthly basis in support
of OCCOG's activities and will provide policy-level recommendations to OCCOG
members.
b. Technical Advisory Committee (TAC): The TAC will be comprised of staffs
from the member agencies and will provide technical review of regional activities
per the direction of OCCOG and/or the EMC.
c. Private Sector Task Force (PSTF): The PSTF will provide private sector input
to OCCOG on air quality issues and on other issues under OCCOG's purview
where the OCCOG deems it appropriate for such input.
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d. Other Committees, as determined necessary and convened by OCCOG, will
provide assistance in meeting OCCOG objectives.
5.2 Funding
Funding for the Council's operation will be provided by monies provided to Orange
County from the Southern California Association of Governments,member and/or
non-member entity financial contributions, grants, and other sources authorized and
approved by the OCCOG Board of Directors.
5.3 Assignment of Additional Responsibilities
In addition to the initial OCCOG tasks identified in Exhibit I, additional
responsibilities will be undertaken by OCCOG in accordance with the following
procedures.
a. 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 Management Committee the task of examining staffing/funding issues
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 EMC will also base its recommendations, and the COG 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.
b. 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 a 2/3 vote of its Board of
Directors, with concurrence of the affected agency (ies).
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SECTION 6
FINANCES
6.1 Budget
Prior to July 1st of each fiscal year, the Board shall adopt a preliminary budget.
Prior to September 1st of each fiscal year, the Board shall adopt a final budget.
6.2 Designation of Treasurer and Auditor
The Board of Directors shall, in accordance with applicable law, designate a
Treasurer and Auditor 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 6505.5 of the Government Code and
'such duties as may be required by the Board. The Auditor 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
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.
6.4 Control and Investment of Council 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.
6.5 Funds and Properties
The Board shall appoint an entity to receive and have the custody of, and disburse
OCCOG funds and properties 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.
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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 members agencies at all reasonable times.
SECTION 7
INDEMNITY
7.1 Hold Harmless and 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.
7.2 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 described in Section 5.1. 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.
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.
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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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as evidenced
by the signatures below.
ORANGE COUNTY COUNCIL OF GOVERNMENTS
DATED:
By:
ATTEST:
DATED:
Mayor
Attest:
(City Clerk, Seal Beach, CA
cogsignaturepage
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EXHIBIT I
INITIAL OCCOG RESPONSIBILITIES
1. Demographic activities in conjunction with California State University (or
successor) as described in attached Memorandum of Understanding
2. Air Quality Activities
• Input to development of Transportation Control Measures for Air Quality
Management Plans. Market incentive plans and technologies promotion and
implementation.
• Monitoring regional, state and federal air quality plans and requirements
• Liaison with SCAG, SCAQMD and others on air quality issues
3. Orange County Input to SCAG Activities
• Regional Comprehensive Plan &Guide development and implementation
• Input to development of long-range transportation plans prepared by
transportation commissions
• Preparation of other long-range plans/strategies as agreed by affected
officials
4. Intergovernmental coordination with public and private sectors
5. Legislative Review/Outreach/Interface on activities affecting member agencies
6. Regional Housing Needs Assessment
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