CONTRACT 3404 Joint Powers AgreementFOURTH AMENDED AND RESTATED JOINT POWERS AGREEMENT
"SOUTH BAY CITIES COUNCIL OF GOVERNMENTS"
(A JOINT POWERS AUTHORITY)
This Fourth Amended and Restated Joint Powers Agreement which is dated for
identification purposes August 25, 2011, is made and entered into by and between the
public entities (collectively, "Members ") whose names are set forth on Exhibit A,
pursuant to Section 6500 et seq. of the Government Code and other applicable law:
WITNESSETH:
The parties hereto do agree as follows:
Section 1. Recitals. This Fourth Amended and Restated Agreement is made and
entered into with respect to the following facts.
a. The South Bay Cities Council of Governments was formed effective as
of April 1, 1995. A Notice of Joint Powers Agreement was filed with
the California Secretary of State as of June 22, 1995, and assigned file
number 1450. The objective of the organization is to explore areas of
inter - governmental cooperation and coordination of government
programs and provide recommendations and solutions to problems of
common and general concern to its Members.
b. This joint powers agreement has been amended three times to make
various changes to the rules governing the operation of the organization.
c. The Members now desire to further amend the joint powers agreement
to effectuate additional changes to the rules governing the operation of
the organization.
Section 2. Creation of Separate 1,e gal Entity. A separate legal entity is created within
the meaning of Section 6503.5 of the California Government Code; this
entity shall exercise its powers in accordance with the provisions of this
Fourth Amended and Restated Agreement and applicable law.
Section 3. Name. The name of this separate legal entity shall be the South Bay Cities
Council of Governments ( "Council ").
Section 4. Purpose and Powers of the Council.
a. Purpose of Council. The purpose of the Council is to provide a vehicle for
the Members to engage voluntarily in regional and cooperative planning
and coordination of government services and responsibilities, to assist the
Members in the conduct of their affairs. It is the express intent of the
members that the Council shall not possess the authority to compel any
Member to conduct any activity or to implement any plan or strategy that
the Member does not wish to undertake (except for the payment of dues).
The goal and intent of the Council is one of voluntary cooperation among
cities in the South Bay for the collective benefit of all.
b. Common Powers. The Council shall have, and may exercise, the following
powers:
(1) Serve as an advocate in representing the Members of the South Bay
Cities at the regional, state and federal levels on issues of importance
to the South Bay Cities;
(2) Serve as -a forum - for - the - rcvicw, considcration,- study, - dcvclopmcnt
and recommendation of public policies and plans with subregional or
regional significance;
(3) Assemble information helpful in the consideration of problems
peculiar to the Members;
(4) Employ Member resources or presently- existing, single - purpose
public /private groups to carry out its programs and projects;
(5) Explore practical avenues for voluntary intergovernmental
cooperation, coordination and action in the interest of local public
welfare and improving the administration of governmental services;
(6) Assist in coordinating subregional planning efforts and in resolving
conflicts among the cities in the South Bay as they work toward
achieving planning goals;
(7) Build a consensus among the Members on the implementation of
policies and programs for addressing subregional and regional
issues;
(8) Serve as a mechanism for obtaining regional, state, and federal
grants to assist in financing the expenditures of the Council;
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(9) Make and enter into contracts, including contracts for the services of
engineers, consultants, planners, attorneys and single purpose
public /private groups;
(10) Employ agents, officers and employees;
(11) Apply for, receive and administer a grant or grants under any
regional, state, or federal program;
(12) Receive gifts, contributions and donations of property, funds,
services and other forms of financial assistance from persons, firms,
corporations and any governmental entity;
(13) Lease, manage, maintain, and operate any buildings, works, or
improvements; and
(14) Delegate some or all of its powers to the Executive Director as
provided below.
C. Exercise of Powers. The Council shall, in addition, have all implied
powers necessary to perform its functions. It shall exercise its powers only
in a manner consistent with the provisions of applicable law, this Second
Amended and Restated Agreement and the Bylaws. For the purposes of
determining the restrictions to be imposed on the Council in its manner of
exercising its powers pursuant to Government Code Section 6509,
reference shall be made to, and the Council shall observe, the restrictions
imposed upon the City of Lomita.
Section 5. Creation ol. Governing Board and General Assembly.
a. Creation of Governing Board. A Governing Board for the Council
( "Governing Board ") is created to conduct the affairs of the Council. The
Governing Board shall be constituted as follows:
(1) Designation of Gove ni g :Board Representatives. The city council
or the Mayor (if the Mayor is so authorized by the Member's charter,
ordinances or rules) of each of the city Members shall in writing
designate one person as the Member's representative on the
Governing Board ( "Governing Board Representative "). The Board
of Supervisors of the County of Los Angeles shall designate the
members of the Board from the 2nd and 4�" Supervisorial Districts
as its representatives on the Governing Board.
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(2) Designation of Alternate Governing Board Representatives. The
city council or the Mayor (if the Mayor is so authorized by the
Member's charter, ordinances or rules) of each of the city Members
shall designate one or more persons to serve as the Member's
alternate representative on the Governing Board ( "Alternate
Governing Board Representative "). The Supervisors from the 2nd
and 4t' Supervisorial Districts shall each designate their chief of staff
or a senior staff person from their office as the County's Alternate
Governing Board Representatives.
(3) hli gibilit . No person shall be eligible to serve as a Governing
Board Representative or Alternate Governing Board Representative
unless that person is, at all times during the tenure of that person as a
Governing Board Representative or Alternate Governing Board
Representative, a member of the legislative body of one of the
appointing Members, except for the County of Los Angeles
Alternate Governing Board Representatives. Should any person
serving - -on -the Governing Board fail to maintain the status required
by this Section 5, that person's position on the Governing Board
shall be deemed vacated as of the date such person ceases to qualify
pursuant to the provisions of this Section 5, and the Member shall be
entitled to appoint a qualified replacement.
b. Creation of General Assembly. A General Assembly for the Council
( "General Assembly ") is created to discuss issues and make
recommendations to the Governing Board. All elected officials of the
legislative bodies of all Members shall be members of the General
Assembly. The Chair of the Governing Board shall be the Chair of the
General Assembly. A General Assembly may be called by the Chair of the
Governing Board or by a majority of the Governing Board representatives.
Section 6. Use: of Public funds and Property. The Council shall be empowered to
utilize for its purposes, public and /or private funds, property and other
resources received from the Members and /or from other sources. Where
applicable, the governing Board of the Council may permit one or more of
the Members to provide in -kind services, including the use of property, in
lieu of devoting cash to the funding of the Council's activities.
Section 7. Functioning pfGoverging Board.
a. Voting and Participation,. Through its Governing Board Representative,
each Member may cast only one vote for each issue before the Governing
Board except for the County of Los Angeles, which shall have two votes —
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one for District 2 and one for District 4. An Alternate Governing Board
Representative may vote in the proceedings of the Governing Board only in
the absence of that Member's Governing Board Representative. A
Governing Board Representative or Alternate Governing Board
Representative seated on the Governing Board shall be entitled to
participate and vote on matters pending before the Governing Board only if
such person is physically present at the meeting of the Governing Board
and if the Member which that Governing Board Representative or Alternate
Governing Board Representative represents is not on inactive status (as
defined in Section 2 Lb of this Fourth Amended and Restated Agreement).
b. Proxy Vot n . No absentee ballot or proxy shall be permitted.
C. Quorum. A quorum of the Governing Board shall consist of not less than
fifty percent (50 %) plus one (1) of its total membership excluding inactive
and suspended members..
d._ C om ittees. As needed, the Governing Board may create_ permanent or ad
hoc advisory committees to give advice to the Governing Board on such
matters as may be referred to such committees by the Governing Board.
All committees shall have a stated purpose before they are formed.
Standing committees shall remain in existence until they are dissolved by
the Governing Board. Ad hoc committees shall be dissolved upon
completion of their designated functions. Committees, unless otherwise
provided by law, this Fourth Amended and Restated Agreement, the
Bylaws or by direction of the Governing Board, may be composed of
representatives to the Governing Board and nonrepresentatives to the
Governing Board.
e. Actions. Actions taken by the Governing Board shall be by not less
than fifty percent (50 %) plus one (1) of the voting representatives of the
Governing Board who are present provided that a quorum has been
established, unless by a provision of applicable law, this Fourth Amended
and Restated Agreement, the Bylaws or by direction of the Governing
Board, a higher number of votes is required to carry a particular motion.
Section 8. Dunes ol'the Governi:a Board. The Governing Board shall be deemed, for
all purposes, the policy making body of the Council. All of the powers of
the Council, except as may be expressly delegated to others pursuant to the
provisions of applicable law, this Fourth Amended and Restated
Agreement, the Bylaws or by direction of the Governing Board, shall be
exercised by and through the Governing Board.
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Section 9. Roberts Rules of Order. The substance of Roberts Rules of Order shall
apply to proceedings of the Governing Board, except as may otherwise be
provided by provisions of applicable law, this Fourth Amended and
Restated Agreement, the Bylaws or by direction of the Governing Board.
Section 10. Meetings of Governing Board. The Governing Board shall by resolution
establish the dates and times of regular meetings of the Governing Board.
The location of each such meeting shall be as directed by the Governing
Board.
Section 11. Election of Chair and Vice - Chairs. The Chair of the Governing Board shall
conduct all meetings of the Governing Board and perform such other duties
and functions as required of such person by provisions of applicable law,
this Fourth Amended and Restated Agreement, the Bylaws or by direction
of the Governing Board. The 1St Vice -Chair shall serve as Chair in the
absence of the Chair and shall perform such duties as may be required by
provisions of applicable law, this FourthAmended and Restated Agreement,
the Bylaws,_ or by the direction of the Governing-Board _ or the Chair. The
2nd Vice -Chair shall serve as Chair in the absence of the Chair and the 1St
Vice -Chair and shall perform such duties as may be required by provisions
of applicable law, this Fourth Amended and Restated Agreement, the
Bylaws, or by the direction of the Governing Board or the Chair. In
addition, the 2nd Vice -Chair shall supervise the Treasurer in the
performance of the duties assigned to him or her by Section 14 of the
Fourth Amended and Restated Agreement.
A Governing Board Representative shall be elected annually to the position
of Chair of the Governing Board, a second Governing Board
Representative shall be elected to the position of 1St Vice -Chair of the
Governing :Board and a third Governing Board Representative shall be
elected to the position of 2nd Vice-Chair of the Governing Board, at the first
regular meeting of the Governing Board held in June of each calendar year.
The terms of office of the Chair, 1St Vice -Chair and 2nd Vice -Chair shall
commence on July 1 and expire of the succeeding June 30.
If there is a vacancy, for any reason, in the position of Chair, 1St Vice -Chair
or 2nd Vice - Chair, the Governing Board shall forthwith conduct an election
and fill such vacancy for the unexpired term of such prior incumbent. A
vacancy shall be declared in the event the Member represented by Chair, 1St
Vice -Chair or 2nd Vice -Chair is suspended or becomes inactive as provided
in Section 21.
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Section 12. Executive Director. The Governing Board may appoint by a vote of fifty
percent (50 %) plus one (1) of the total voting membership a qualified
person to be Executive Director, on any basis it desires including, but not
limited to, a contract or employee basis. The Executive Director shall be
neither a Governing Board Representative, nor an Alternate Governing
Board Representative, nor an elected official of any Eligible Public Entity
(as defined in Section 21(c) of this Fourth Amended and Restated
Agreement). The Executive Director shall be the chief -administrative
officer of the Council. The Executive Director shall receive such
compensation as may be fixed by the Governing Board. The Executive
Director shall serve at the pleasure of the Governing Board and may be
relieved from such position at any time, without cause, by a vote of fifty
percent (50 %) plus one (1) of the total voting membership of the Governing
Board taken at a regular, adjourned regular or special meeting of the
Governing Board. The Executive Director shall perform such duties as
may be imposed upon that person by the provisions of applicable law, this
Fourth Amended and Restated Agreement, the Bylaws, or by the direction
of the Governing Board.
Section 13. Designation of'rreas rer. The Governing Board shall, in accordance with
applicable law, designate a qualified person to act as the Treasurer of the
Council. The compensation, if any, of a person or persons holding the
office of Treasurer shall be set by the Governing Board.
Section 14. Duties of Treasurer. The person holding the position of Treasurer of the
Council shall have charge of the depositing and custody of all funds held by
the Council. 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 Governing Board. The Governing Board may engage a
qualified person to assist the Treasurer in the performance of his or her
duties..
Section 15. Designation of Other Officers and Employees. The Governing Board may
appoint or employ such other officers or employees as it deems appropriate
and necessary to conduct the affairs of the Council.
Section 16. Obligations of Council. The debts, liabilities and obligations of the Council
shall be the debts, liabilities or obligations of the Council alone. No
Member of the Council shall be responsible, directly or indirectly, for any
obligation, debt or liability of the Council, whatsoever.
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Section 17. Control and Investment of Council Funds. The Governing 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.
Section 18. linplerncntation. Agreements. When authorized by the Governing Board,
affected Members may execute an Implementation Agreement for the
purpose of authorizing the Council to implement, manage and administer
area -wide and regional programs in the interest of the local public welfare.
The costs incurred by the Council in implementing a program, including
indirect costs, shall be assessed only to those Members who are parties to
that Implementation Agreement.
Section 19.. Term. The Council created pursuant to this Fourth Amended and Restated
Agreement shall continue in existence until such time as this Fourth
Amended and Restated Agreement is terminated. This Fourth Amended
and Restated Agreement may not be terminated except by an affirmative
vote of not less than fifty percent (50%) plus one (1) of the then total voting
membership of the Governing Board.
Section 20. Application of laws to Council Functions. The Council shall comply with
all applicable laws in the conduct of its affairs, including, but not limited to,
the Ralph M. Brown Act. (Section 54950 et seq., of the Government
Code.)
Section 21. Members,
a. Withdrawal. A member may withdraw from the Council by filing its
written notice of withdrawal with the Chair of the Governing Board 60 days
before the actual withdrawal. Such a withdrawal shall be effective at 12:00
o'clock a.m. on the last day of that 60 -day period. The withdrawal of a
Member shall not in any way discharge, impair or modify the voluntarily -
assumed obligations of the withdrawn Member in existence as of the
effective date of its withdrawal. Withdrawal of a Member shall not affect
the remaining Members. A withdrawn Member shall not be entitled to the
return of any funds or other assets belonging to the Council, until the
effective date of termination of this Fourth Amended and Restated
Agreement, except that a withdrawn Member shall be entitled to the
balance of the annual dues paid for the year by that Member which were
intended for the remaining part of that year. Withdrawal from any
Implementation Agreement shall not be deemed withdrawal from the
Council.
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b. Suspension/Inactive Status. A Member will be placed on Suspension or
Inactive Status if the following events occur:
(1) lion -lea yinept of Dues. If a Member fails to pay dues within three
months of the annual dues assessment as required under Section 23
of this Fourth Amended and Restated Agreement and the Bylaws,
and after a 30 -day written notice is provided to that Member, the
Member shall be deemed to be suspended from this Fourth Amended
and Restated Agreement and the Council. When a Member is
suspended, no representative of that Member shall participate or vote
on the Governing Board. Such a Member shall be readmitted only
upon the payment of all dues then owed by the Member, including
dues incurred prior to the suspension and during the suspension.
(2) Failure to Attend Meetings. If a Member is not represented by its
Governing Board Representative or Alternate Governing Board
Representative for three consecutive regular meetings of the
Governing__ Board,__ that Member will be placed on__ Inactive __Status
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until such time as its Governing Board Representative or Alternate
Governing Board Representative next attends a regular meeting of
the Governing Board.
C. Admitting Eligible Public Entities. Eligible public entities whose names
are set forth on Exhibit C to this Fourth Amended and Restated Agreement
( "Eligible Public Entities ") shall be admitted to the Council by 1) adopting
this Fourth Amended and Restated Agreement by a majority vote of the
legislative body of the Eligible Public Entity and 2) properly signing this
Fourth Amended and Restated Agreement. An Eligible Public Entity may
be admitted regardless of whether it adopted and signed this Fourth
Amended and Restated Agreement before or after the Effective Date (as
defined in Section 28 of this Fourth Amended and Restated Agreement).
No vote of the Governing Board shall be required to admit an Eligible
Public Entity.
d. Admitting Additional Members. Additional Members who are not Eligible
Public Entities may be admitted to the Council upon an affirmative vote of
not less than fifty percent (50 %) plus one (1) of the total voting
membership of the Governing Board provided that such a proposed new
Member is a city whose jurisdiction, or part thereof, lies immediately
adjacent to one or more of the Eligible Public Entities. Admission shall be
subject to such terms and conditions as the Governing Board may deem
appropriate.
Section 22. Non - Interference with Function of Members. The Governing Board shall
not take any action that constitutes an interference with the exercise of
lawful powers by a Member of the Council.
Section 23. Limitation of Liability. agreements entered into by the Council shall
contain a limitation of liability provision, providing that, except as
voluntarily assumed by a particular Member, Members shall not be liable to
employees, contractors and other third parties.
Section 24. Dues of members. The Members of the Council shall be responsible for the
payment to the Council, annually, of dues in the amounts periodically
budgeted by the Governing Board, as and for the operating costs of the
Council ( "Dues "), as provided in the Bylaws.
Section 25. Disposition of Assets. Upon termination of this Fourth Amended and
Restated Agreement, after the payment of all obligations of the Council,
any assets remaining shall be distributed to the Members in proportion to
the then obligation of those Members' obligation to _participate _ in the
funding of the Council.
Section 26. Amendment. This Fourth Amended and Restated Agreement may be
amended at any time with the consent of two- thirds (2/3) of all of the
legislative bodies of the Members.
Section 27. Incorporation by Reference. Each Exhibit to this Fourth Amended and
Restated Agreement is incorporated into the agreement by this reference, as
though it were fully set forth in the body of the agreement.
Section 28. Effective Date. The effective date ( "Effective Date ") of this Fourth
Amended and Restated Agreement shall be the first day of the first month
following the date on which two- thirds (2/3) of the legislative bodies of the
Members adopt and sign this Fourth Amended and Restated Agreement.
That the Members of this Fourth Amended and Restated Agreement have caused
this agreement to be executed on their behalf, respectively, as follows:
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The City of Carson hereby approves the Joint Powers Agreement adopted by the South
Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Carson
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of Gardena hereby approves the Joint Powers Agreement adopted by the South
Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Gardena
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of El Segundo hereby approves the Joint Powers Agreement adopted by the
South Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mrs ��•, Crt of E1�Se
y Segundo
Date:
ATTEST:
AP'PROVE11AS TO FORM:
City Attorney
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The City of Hawthorne hereby approves the Joint Powers Agreement adopted by the
South Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Hawthorne
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:.
City Attorney
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The City of Hermosa Beach hereby approves the Joint Powers Agreement adopted by the
South Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Hermosa Beach
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of Inglewood hereby approves the Joint Powers Agreement adopted by the
South Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Inglewood
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of Lawndale hereby approves the Joint Powers Agreement adopted by the South
Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Lawndale
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of Lomita hereby approves the Joint Powers Agreement adopted by the South
Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Lomita
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of Los Angeles hereby approves the Joint Powers Agreement adopted by the
South Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Los Angeles
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of Palos Verdes Estates hereby approves the Joint Powers Agreement adopted
by the South Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Palos Verdes Estates
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of Rolling Hills hereby approves the Joint Powers Agreement adopted by the
South Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Rolling Hills
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of Rolling Hills Estates hereby approves the Joint Powers Agreement adopted
by the South Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Rolling Hills Estates
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM;.
City Attorney
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The City of Rancho Palos Verdes hereby approves the Joint Powers Agreement adopted
by the South Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Rancho Palos Verdes
Date:.
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of Redondo Beach hereby approves the Joint Powers Agreement adopted by the
South Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Redondo Beach
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The City of Torrance hereby approves the Joint Powers Agreement adopted by the South
Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Mayor, City of Torrance
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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The County of Los Angeles hereby approves the Joint Powers Agreement adopted by the
South Bay Cities Council of Governments at the August 25, 2011 Board Meeting.
Chair, Los Angeles County Board of Supervisors
Date:
ATTEST:
Clerk of the Board
APPROVED AS TO FORM:
County Counsel
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EXHIBIT A
[List of Member Agencies]
Carson
County of Los Angeles
E1Segundo
Gardena
Hawthorne
Hermosa Beach
Inglewood
Lawndale
Lomita
Los Angeles (15th Council
District Representative)
28
Manhattan Beach
Palos Verdes Estates
Rancho Palos Verdes
Redondo Beach
Rolling Hills
Rolling Hills Estates
Torrance
EXHIBIT B
[List of Member Agencies in South Bay Corridor JPA]
Carson
E1Segundo
Gardena
Hawthorne
Hermosa Beach
Inglewood
Lawndale
Lomita
29
City of Los Angeles
Manhattan Beach
Palos Verdes Estates
Rancho Palos Verdes
Redondo Beach
Rolling Hills
Rolling Hills Estates
Torrance
q,
EXHIBIT C
[List of Eligible Public Entities]
Carson
E1Segundo
Gardena
Hawthorne
Hermosa Beach
Inglewood
Lawndale
Lomita
Los Angeles (15th Council
District Representative)
30
Manhattan Beach
Palos Verdes Estates
Rancho Palos Verdes
Redondo Beach
Rolling Hills
Rolling Hills Estates
Torrance
County of Los Angeles