BILL ANALYSIS                                                                                                                                                                                                    �






           SENATE TRANSPORTATION & HOUSING COMMITTEE       BILL NO:    AB 
          706
          SENATOR MARK DESAULNIER, CHAIRMAN              AUTHOR:     torres
                                                         VERSION:    
          8/22/11
          Analysis by:  Art Bauer                        FISCAL:     yes
          Hearing date:  August 30, 2011                          URGENCY: 
           YES



          SUBJECT:

          Pasadena METRO Gold Line Construction Authority (Construction 
          Authority)

          DESCRIPTION:

          This bill exempts the Metro Gold Line Construction Authority 
          board members from the incompatible office statute.

          ANALYSIS:

          Legislation in 1998 created the Pasadena METRO Blue Line 
          Construction Authority to oversee the planning, design, and 
          construction of a light rail line, referred to as the Gold Line 
          (previously the Blue Line) between downtown Los Angeles and 
          Pasadena.  At that time, the Los Angeles County Metropolitan 
          Transportation Authority (METRO) was encountering substantial 
          financial difficulties with the construction of its first subway 
          segment, the Red Line, and was in the early stages of planning 
          and engineering for the Blue Line.  The purpose of the 
          Construction Authority was to isolate METRO's Red Line project 
          from the Blue Line project and ensure that the Red Line would be 
          not delayed as METRO addressed its own financial problems.

          The Construction Authority is currently constructing an 
          eleven-mile extension of the Gold Line east from Pasadena to 
          Azusa that will open for service in 2015.  The Construction 
          Authority will eventually extend the Gold Line from Azusa to 
          Montclair via Claremont. 

          Existing law:

             1.   Creates the Pasadena METRO Blue Line Construction 
               Authority governed by a six member board of whom five are 





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               voting members and one is non-voting member appointed as 
               follows:

                  a.        Three members, one each appointed by the city 
                    councils of the cities of Los Angeles, Pasadena, and 
                    South Pasadena.
                   b.         One member appointed by the San Gabriel 
                     Valley Council of Governments.
                  c.        One member appointed by the Los Angeles County 
                    Metropolitan Transportation Authority.
                   d.         One non-voting member appointed by the 
                     Governor.

             2.   Authorizes the Construction Authority to do all things 
               necessary to plan and construct a rail transit system to 
               Claremont, including acquiring property through purchase or 
               eminent domain and entering into joint agreements with 
               local agencies and private firms for projects "adjacent to, 
               or physically or functionally related to, the project."

             3.   Requires the Construction Authority to adopt a code of 
               conduct for board members and employees that governs the 
               receipt of gifts, disclosure of political contributions, 
               and the conditions for board members to recuse themselves 
               from participating in policy decision-making. 

             4.   Prohibits a public officer, including, but not limited 
               to, an appointed or elected member of a governmental board, 
               commission, committee, or other body, from simultaneously 
               holding two public offices that are incompatible. 

             5.   Specifies that offices are incompatible when any of the 
               following circumstances are present: 

                  a.        Either of the offices may audit, overrule, 
                    remove members of, dismiss employees of, or exercise 
                    supervisory powers over the other office or body. 
                  b.        Based on the powers and jurisdiction of the 
                    offices, there is a possibility of a significant clash 
                    of duties or loyalties between the offices. 
                   c.         Public policy considerations make it 
                     improper for one person to hold both offices. 

             6.   States that if compelled or expressly authorized by law, 
               a public officer may simultaneously hold two public offices 
               that are incompatible. 





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             7.   Specifies that when two public offices are incompatible, 
               a public officer will be deemed to have forfeited the first 
               office upon acceding to the second. 

             8.   Exempts incompatible office doctrine from applying to a 
               position of employment, including a civil service position.

           This bill  : 
          
             1.   Changes the name of the Pasadena Metro Blue Line 
               Construction Authority to Metro Gold Line Foothill 
               Extension Construction Authority.

             2.   Authorizes the cities of South Pasadena and Pasadena to 
               each appoint one nonvoting member.

             3.   Requires each appointing authority to appoint an 
               alternative member to serve in the absence of the primary 
               appointee. 

             4.   Construction Authority board members, alternative 
               members, officers, consultants, and employees of the 
               Authority shall not be considered financially interested by 
               virtue of serving on the Authority's board, being an 
               employee of the agency, or a consultant to the agency, or 
               holding similar positions with local jurisdictions through 
               which the Gold Line Extension traverses.  In addition:

                  a.        Holders of the enumerated positions are 
                    permitted to participate in decisions regarding the 
                    development of the Gold Line Extension by the 
                    Construction Authority without such participation 
                    constituting a financial conflict of interest. 

                  b.        Officers or employees of the Construction 
                    Authority or the local agencies through which the Gold 
                    Line Extension traverses are exempt from the existing 
                    statutory provisions governing incompatible employment 
                    activity. 

             5.   Exempts from the incompatible office provision:

                  a.        Board members of the Construction Authority 
                    who may simultaneously serve on the city council or 
                    board that appointed them to the Construction 





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                    Authority and employees of the agencies.

                  b.        Board members and employees of cities through 
                    which the local agencies through which the Gold Line 
                    Extension traverses. 

          COMMENTS:

              1.   Purpose  .  A private party is unhappy with the 
               Construction Authority over its acquisition of property.  
               The aggrieved party has filed a quo warrant request with 
               the Attorney General, seeking authorization from her to sue 
               an office holder to determine if that individual is 
               simultaneously holding two offices that are incompatible 
               and should be removed from office.  Statue requires a 
               request to the Attorney General to sue on these grounds to 
               prevent frivolous suits from being filed.  Should the 
               private party obtain permission to sue, the action is 
               brought in the name of the People of the State of 
               California.  It is not a private action.  Moreover, the 
               Attorney General remains in control of the action and may 
               dismiss it over the objection of the private party.<1>

               The Attorney General in an opinion issued last year on the 
               subject of incompatible offices wrote:

                   Unless "expressly authorized by law," public 
                   offices are incompatible where there is a 
                   possibility of significant clash of duties or 
                   loyalties between the offices," or when "public 
                   policy considerations make it improper for one 
                   person to hold both offices."  In the event that 
                   one person holds two incompatible offices, the 
                   person is deemed to have forfeited the first 
                   office upon acceding to the second.<2>

               The Attorney General also wrote in this opinion that 
               holding two offices does not necessarily constitute an 
               incompatibility. 

               The incompatible office statute is a common law rule that 
               -------------------------
          <1> See  http://ag.ca.gov/opinions/nature_of_remedy.php  at the 
          Attorney General's website. 
          <2> Attorney General's Opinion No. 10-903, November 30, 2010, 
          page 3. The quotation marks bracket language in Government Code 
          1099 pertaining to the occupation of incompatible offices




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               SB 274 (Romero), Statutes of 2005, codified. 

              2.   Why is this bill needed  ?  The Construction Authority is 
               an interagency public authority comprised of thirteen 
               cities located in the corridor.  The cities are Los 
               Angeles, South Pasadena, Pasadena, Arcata, Monorvia, 
               Durate, Irwinndale, Azusa, Glendora, San Dimas, La Verne, 
               Pomona, and Claremont.  The governing board is made up of 
               representatives from the cities that are essentially 
               responsible for ensuring the overall integrity of the 
               project and that it is developed with the best interest of 
               the communities in mind.  The sponsors believe that these 
               activities are not incompatible with the offices held 
               simultaneously by the board members and do not constitute a 
               conflict of interest for the board members and the staff of 
               the local corridor agencies. 

               To this end, this bill exempts city elected officials and 
               the governing board members of the Construction Authority 
               as well as city staffs and consultants retained either by 
               the Construction Authority or the cities from the 
               incompatible office provisions. 

               A related concern is the statutory provisions governing 
               conflicts of interest associated with contracts between the 
               Construction Authority and member agencies approved by 
               elected officials who may sit on the Authority and a city 
               council as well as the involvement of city management in 
               decisions related to the extension of the Gold Line.  The 
               Construction Authority is concerned that board members 
               voting on contracts that may benefit the cities they 
               represent may be a conflict of interest.  Existing law 
               prohibits local elected officials from having a financial 
               interest in any contracts they may vote on.  Similarly, 
               existing law establishes conditions limiting the activities 
               of public employees related the outside activities of 
               employee that may be incompatible, inconsistent, or in 
               conflict with their duties as local agency employees.  This 
               bill exempts members of the governing board from provisions 
               of law that precludes voting on contracts that they have a 
               financial interest in when voting on contracts of the 
               Construction Authority within the corridor.  It also 
               exempts city employees and consultants from similar 
               financial interest provisions.  

               According to the bill's sponsors, there are several 





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               agreements, memoranda of understanding, and other similar 
               documents regarding the construction of the rail in each 
               city that are negotiated between the staff of the 
               Construction Authority and the management of the cities and 
               then approved by the Construction Authority governing board 
               and the city councils.  The sponsors of the bill want to 
               ensure that these activities will not be misconstrued as 
               being inconsistent with existing law. 

               It is important to recognize that through joint exercise of 
               powers agreements, memoranda of understanding, and other 
               collaborative processes, California local governments 
               interact with each other to pursue shared goals on a 
               variety of programs and projects.  In regard to light rail 
               transit, it should also be noted that the agency that 
               planned and built California's first light rail transit 
               project, the San Diego Metropolitan Transit Board, had a 
               governing board whose membership was made up of mayors or 
               council members from cities though which the service 
               operates.  This was never viewed as a conflict or 
               inappropriate.  The fact that the Construction Authority 
               believes its must seek an exemption to the codes that 
               govern conflicts is the exception rather than the rule in 
               California.

              3.   Concerns with the bill  .  The committee staff is 
               concerned that the bill is overreaching with regard to whom 
               exemptions from the incompatible office doctrine and from 
               financial conflicts of interest.  It is reasonable to 
               exempt board members who are elected officials from the 
               incompatible office statute when the very intent of the 
               agency make is to have a dual policy making role the local 
               officials.  Extending this provision is really unnecessary 
               for managers and staff of the corridor cities.  Public 
               employees typically enjoy broad latitude to carry of the 
               policies of their governing boards.  This entails working 
               with other agencies, negotiating agreements, and other 
               related interagency activities, and it is considered in the 
               public interest for employees to have this latitude.  
               Exempting them from this is inimical to effectively 
               implementing policy.  In addition, exempting private 
               consulting firms that may have many projects, not 
               necessarily related to the Gold Line, with cities in the 
               corridor is a very broad exemption.  In fact, there is no 
               precedent for doing this. 






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               In light of the above, the committee may wish to consider 
               the following amendments regarding the conflict issues:

                  a.        Limit the provisions of the incompatible 
                    office exemption to the board members, their 
                    alternates, and representatives of the extension 
                    cities.  This amendment would exclude city employees 
                    (who are already excluded by existing law) and 
                    consultants.

                  b.        Remove city employees and consultants from the 
                    exemption from conflict of interest rules related to 
                    contracts between the Construction Authority and the 
                    local agency with whom they work or are under 
                    contract. 
               
                  c.        Exempt members of the governing board from 
                    provisions of law that preclude voting on contracts in 
                    which they have a financial interest when the 
                    Construction Authority contracts with the corridor 
                    cities. 
          
              4.   Other amendments  .  Two additional amendments are 
               proposed by the Construction Authority.  Staff concurs.  
               They are: 

                  a.        Define the extension cities as including 
                    Arcata, Monorvia, Durate, Irwinndale, Azusa, Glendora, 
                    San Dimas, La Verne, Pomona, and Claremont.
                    
                  b.        Add  two  non-voting members appointed by the 
                    cities of Pasadena and South Pasadena.  The bill's 
                    provisions governing appointments does not require the 
                    appointees to come from the city council of the 
                    appointing authority.  Both Pasadena and South 
                    Pasadena have been each appointing a member from the 
                    extension cities.  With this amendment they will 
                    continue this practice, but will be able to appoint 
                    two non-voting members each. 

               It should be noted that the amendments proposed in Comment 
               3 and Comment 4 were developed collaboratively between 
               committee staff and the Authority's general counsel and its 
               representatives.  

          Assembly Votes are not applicable.





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          POSITIONS:  (Communicated to the Committee before noon on 
          Monday,
                     August 29, 2011)















































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               SUPPORT:  City of Azusa
                         City of Glendora
                         City of Irwindale
                         City of La Vern
                         City of Ontario
                         City of Pasadena
                         Los Angeles County Metropolitan Transportation 
          Authority
                         Metro Gold Line Foothill Extension Construction 
          Authority (Sponsor)

               OPPOSED:  None received.