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VERIFIED PETITION FOR WRIT OF MANDATE



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CITIZENS FOR TRANSPARENCY IN UPTOWN and RICHARD A. ELIAS
(collectively Petitioners) seek a writ of mandate, injunctive, and declaratory relief
under California Code of Civil Procedure sections 1085 and 1060 and Government Code
sections 54960 and 54960.1. In this Verified Petition, Petitioners allege as follows:
THE PARTIES
1. Petitioner/Plaintiff CITIZENS FOR TRANSPARENCY IN UPTOWN
(CTU) is unincorporated association of citizens, businesses, and business owners who
are located within the City of Whittiers Business Improvement Area, known as Uptown
(Uptown BID). As businesses operating within the Uptown BID, the members of
CTU liable for assessments levied by the City of Whittier. Additionally, many of the
members of CTU are also residents and taxpayers of the City of Whittier, County of Los
Angeles, State of California. The members of CTU have a common interest in ensuring
that the Respondents comply with the Californias transparency laws.
2. Petitioner/Plaintiff RICHARD A. ELIAS is a member of CTU, a business
owner in the Uptown BID, and an involuntary member of the Whittier Uptown
Association. As a businesses owner within the Uptown BID, Mr. Elias is liable for
assessments levied by the City of Whittier. Additionally, Mr. Elias is a resident and
taxpayer of the City of Whittier, County of Los Angeles, State of California.
3. Respondent/Defendant WHITTIER CITY COUNCIL (City Council) is
the elected, five-member governing body of the City of Whittier (City) located within
the County of Los Angeles, California. The Citys offices are located at 13230 Penn
Street, Whittier, California 90602. The City is defined as a local agency by
Government Code section 54951. The City Council is a legislative body pursuant to
section Government Code section 54952.
4. Whittier Uptown Association (Association) is a 501(c)(6) non-profit
corporation governed by Respondent/Defendant WHITTIER UPTOWN ASSOCIATION

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VERIFIED PETITION FOR WRIT OF MANDATE

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BOARD OF DIRECTORS (Association Board). The Association is supported by the
Citys assessments on businesses within the Uptown BID. The Associations offices are
located 6717 Bright Avenue Whittier, California 90601. According to its Bylaws, the
Association exists to promote the businesses located in the Uptown district through
marketing and production of quality events; to work with property owners and tenants
to enhance the Uptown area by creating and maintaining a safe and welcoming
environment; to communicate the collective interest of the Association and serve as a
liaison to local government. A true and correct copy of the Associations Bylaws are
attached hereto as Exhibit A.
1

5. The Association Board is the advisory body created by the City Council
pursuant to the requirements of Streets and Highways Code section 36530. Therefore,
the Uptown Board is a legislative body pursuant to Government Code section
54952(b).
6. Respondent/Defendant FRIENDS OF UPTOWN, INC. is a 501(c)(3) non-
profit corporation, which was created by the Association Board. Therefore, the
governing body of the Friends of Uptown is deemed a legislative body pursuant to
Government Code section 54952(c)(1). Friends of Uptowns offices are located at 6717
Bright Avenue, Whittier, California 90601.
7. The true names and capacities, whether individual, corporate, associate,
representative, or otherwise of respondents/defendants named herein as DOES 1
through 10 are unknown to Petitioners at this time, and are therefore sued by such
fictitious names. Petitioners will amend this complaint to allege the true names and
capacities of DOES 1 through 10 when they become known to them. Each of DOES 1
through 10 is in some manner legally responsible for the violations of law alleged
herein.

1
All Exhibits referenced herein are true and correct copies of the documents they purport to be, and are
incorporated by reference as if set forth in full.

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VERIFIED PETITION FOR WRIT OF MANDATE

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JURISDICTION AND VENUE

8. Petitioners bring this suit pursuant to Code of Civil Procedure sections
1060 and 1085 and the Brown Act, Government Code sections 6258 and 6259.
9. Venue is proper in this Court as Respondents are located within the
County of Los Angeles and the acts and events giving rise to the claims occurred in the
County of Los Angeles.

CAUSE OF ACTION
FOR VIOLATIONS OF THE RALPH M. BROWN ACT
(RELIEF PURSUANT TO SECTION 54960, 54960.1; CCP SECTIONS 1060, 1085)

10. The Brown Act requires that [a]ll meetings of the legislative body of a
local agency shall open and public, and all persons shall be permitted to attend any
meeting. Government Code section 54953(a).
11. The City of Whittier is a local agency as defined by the Brown Act.
12. [A]ny congregation of a majority of the members of a legislative body at
the same time and place to hear, discuss, or deliberate upon any item that is within the
subject matter jurisdiction of the legislative body or the local agency to which it
pertains is a meeting subject to the Brown Acts requirements. Government Code
section 54952.2(a).
13. Government Code section 54952 defines legislative body as:
(a) The governing body of a local agency or any other local body
created by state or federal statute.
(b) A commission, committee, board, or other body of a local
agency, whether permanent or temporary, decision making or
advisory, created by charter, ordinance, resolution, or formal
action of a legislative body. However, advisory committees,
composed solely of the members of the legislative body that are
less than a quorum of the legislative body are not legislative

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VERIFIED PETITION FOR WRIT OF MANDATE

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bodies, except that standing committees of a legislative body,
irrespective of their composition, which have a continuing subject
matter jurisdiction, or a meeting schedule fixed by charter,
ordinance, resolution, or formal action of a legislative body are
legislative bodies for purposes of this chapter.
(c) (1) A board, commission, committee, or other multimember
body that governs a private corporation, limited liability company,
or other entity that either:
(A) Is created by the elected legislative body in order to
exercise authority that may lawfully be delegated by the elected
governing body to a private corporation, limited liability company,
or other entity.
(B) Receives funds from a local agency and the membership
of whose governing body includes a member of the legislative body
of the local agency appointed to that governing body as a full
voting member by the legislative body of the local agency.

14. Pursuant to Government Code section 54952, the City Council is the
legislative body of the City of Whittier.
15. In 1983, the Whittier City Council enacted Ordinance No. 2300,
establishing the Uptown BID.
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A true and correct copy of that ordinance is attached
hereto as Exhibit B. The Uptown BID was established pursuant to Section 36500, et
seq., of the California Streets and Highways Code, commonly referred to as the Parking
and Business Improvement Area Law of 1989.
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16. Pursuant to the Parking and Business Improvement Law of 1989, section
36530, the City is required to create an advisory board which shall make a
recommendation to the city council on the expenditure of revenues derived from the

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The creation of the Uptown Business Improvement Area actually dates back to 1968, when the Whittier
City Council enacted Ordinance No. 1878, creating the Uptown Business Improvement Area pursuant to
Section 36000, et seq., of the California Streets and Highways Code. Presumably because of the
restrictions imposed by Proposition 13 in 1978, which essential froze both the boundaries and the amount
of assessments collected unless the City could get approval of a 2/3 supermajority of voters, the City
reestablished the Uptown Business Improvement District in 1983, this time under Streets and Highways
Code 36500, et seq., thereby allowing the City to reassess annually.
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This act recodifies and supplants the 1979 law of the same name, now repealed.

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VERIFIED PETITION FOR WRIT OF MANDATE

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levy of assessments, on the classification of business., and on the method and basis
of levying the assessments. The section actions allows the city council to designate
existing advisory boards or commission to serve as the advisory board for the area or
may create a new advisory board for that purpose. Id.
17. Every year, the City enters into an agreement with the Association. A true
and correct copy of the most recent agreement, dated December 14, 2102, is attached
hereto as Exhibit C. Pursuant to that agreement, the City agrees to provide all of the
assessments collected from the business within the Uptown BID to the Association.
Further, that agreement implements Streets and Highways Code 36530, and designates
the Association Board as the advisory body to the City Council, stating:
as required by the California Streets and Highways Code, Section 36530,
the City Council hereby appoints the Board of Directors of the [Whitier
Uptown Association] as the advisory board which shall make
recommendations to the City Council regarding the expenditure of
revenues derived from said Assessment
18. The Uptown Associations Bylaws (Exhibit A) provide that business within
the Uptown Business Improvement Area are involuntary members of the Uptown
Association:
All business located within the district, for which an annual business
license tax is levied pursuant to Ordinance No. 2604 of Whittier Municipal
Code (Appendix A), shall be members of the Whittier Uptown
Association. Pursuant to the Ordinance the City of Whittier shall collect
all assessments from those business and forward same to the Association.

19. Because the City Council designates, creates, and appoints the Association
Board as an advisory body to the City, as it must be pursuant to the requirements of
Streets and Highways Code, Section 36530, the Association Board is deemed a
legislative body as defined by Government Code 54952, and must therefore comply with
the Brown Act.

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VERIFIED PETITION FOR WRIT OF MANDATE

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20. However, the Uptown Association has never complied with the Brown Act
and denies that it is subject to the Brown Act.
21. In 2012, the Association Board voted to and did create a new corporation,
Friends of Uptown. Because Friends of Uptown was created by the Association, Friends
of Uptowns Board of Directors is also a legislative body as set forth in Government
Code section 54952, and must therefore comply with the Brown Act.
22. However, Friends of Uptown has never complied with the Brown Act and
denies that it is subject to the Brown Act.
23. To attempt and correct these issues, Kelly Aviles of the Law Offices of
Kelly Aviles, counsel for Petitioners, sent a Brown Act demand to the City and to the
Uptown Association (Demand). In her correspondence, a true and correct copy of
which is attached here as Exhibit D, Ms. Aviles informs Respondents that the
Association Board and Friends of Uptown are subject to the Brown Act and asks them
to (1) void all illegally taken actions within the past 90 days pursuant to Government
Code section 54960.1, and (2) for an unconditional guarantee that the Association and
Friends of Uptown will comply with the Brown Act in the future.
24. On November 7, 2013, Assistant City Attorney Richard L. Adams, II, of
Jones and Mayer, responded on behalf of the City. A true and correct copy of Mr.
Adams correspondence is attached here to as Exhibit E. In his correspondence, Mr.
Adams responds that the Association and the Friends of Uptown are not subject to the
Brown Act open meeting requirements. Mr. Adams essentially takes the position that
when the Board meets its advisory capacity, it must comply with the Brown Act, but
that it can meet at other times to discuss other matters related to the Association
without complying with the Brown Act. Moreover, Mr. Adams denied that Friends of
Uptown is required to comply with the Brown Act. Finally, Mr. Adams alleges that the
Association has complied with the Brown Act when it has met in its advisory capacity.

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VERIFIED PETITION FOR WRIT OF MANDATE

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25. On November 13, 2013, Rick Gonzales, president of the Uptown
Association Board sent correspondence in response to the Demand. A true and correct
copy of that correspondence is attached hereto as Exhibit F. In his correspondence, Mr.
Gonzales states, in pertinent part, that:
The attached letter from Jones & Mayer serves as a response on behalf of the
Uptown Association in its capacity as an advisory board to the Whittier City
Counsel. In its non-advisory board capacity, the Uptown Association responds
that it is not subject to the Requirements of the Brown Act.

26. Contrary to the allegations of both the City and the Association, the
Association Board has not acted in compliance with the Brown Act, in any capacity.
27. Contrary to the allegations of both the City and the Association, all of the
Association Boards meetings include the collective acquisition and exchange of facts,
deliberation, and decision-making process on matters which fall within its subject
matter jurisdiction as an advisory body to the City Council on matters related to the
Uptown BID.
28. Petitioners have exhausted all other avenues to gain compliance, and now
are forced to file this action to ensure that the City, Uptown Association, and Friends of
Uptown comply with the Brown Act in the future.
29. As a direct result of Respondents failure to comply with the Brown Act,
members of the public, including Petitioners, have been harmed because they were
denied notice of and the opportunity to participate in meetings, a right which is
guaranteed by law.
30. Because Respondents have failed to acknowledge their violations of the
Brown Act, and has in fact denied that they are even subject to the Brown Act, a
position which has also been sanctioned by their legal counsel, Petitioners allege that
Respondents are likely to continue to violate the Brown Act in the future.


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VERIFIED PETITION FOR WRIT OF MANDATE

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31. The People of California have elevated the right to open government to
one protected by their State Constitution. The California Constitution, Article 1, Section
3, Paragraphs (a) - (b) state:
The people have the right to instruct their representatives, petition
government for redress of grievances, and assemble freely to consult for
the common good.
The people have the right of access to information concerning the conduct
of the people's business, and, therefore, the meetings of public bodies and
the writings of public officials and agencies shall be open to public
scrutiny.

A statute, court rule, or other authority, including those in effect on the
effective date of this subdivision, shall be broadly construed if it furthers
the people's right of access, and narrowly construed if it limits the right of
access.

32. Section 54960(a) provides that any interested person, such as
Petitioners:
may commence an action by mandamus, injunction, or declaratory relief
for the purpose of stopping or preventing violations or threatened
violations of this chapter by members of the legislative body of a local
agency or to determine the applicability of this chapter to ongoing actions
or threatened future actions of the legislative body, or to determine the
applicability of this chapter to past actions of the legislative body, subject
to Section 54960.2

33. Section 54960.1(a) provides that any interested person, such as the
Petitioner, may commence an action by mandamus or injunction for the purpose of
obtaining a judicial determination that an action taken by a legislative body of a local
agency in violation of Section 54953, 54954.2, 54954.5, 54954.6, 54956, or 54956.5 is
null and void under this section.
34. Code of Civil Procedure 1060 provides:
Any person interested may, in cases of actual controversy relating to the
legal rights and duties of the respective parties, bring an original action or
cross-complaint in the superior court for a declaration of his or her rights
and duties in the premises either alone or with other relief The

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VERIFIED PETITION FOR WRIT OF MANDATE

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declaration may be had before there has been any breach of the obligation
in respect to which said declaration is sought.
35. An actual controversy presently exists between Petitioners and
Respondents relating to: (1) the legal rights of the Petitioners and other members of the
public under the Brown Act; (2) the applicability of the Brown Act to Respondent the
Board of Directors of both the Uptown Association and the Friends of Uptown; and, (3)
the ministerial duties imposed upon the Respondents by the Brown Act.
36. Petitioner requests a judicial determination that Respondents are subject
to the Brown Act and that have violated the Brown Act.
37. This determination is necessary and proper because Respondents refuse
to submit to the Brown Acts requirements or acknolwedge it they have violated the
Brown Act in any way. Therefore, Respondents are likley to continue to act in a similar
manner, in violation of the Brown Act.
38. Respondents have a ministerial duty to perform according to the laws of
the State of California, including the Brown Act.
39. Respondents have failed and refused to perform their ministerial duties as
required by the Brown Act.
40. Petitioners have a clear, present, and legal right to Respondents
performance of their ministerial duties, as required by the Brown Act.
41. Respondents have a present legal duty and present ability to perform their
ministerial duties set forth in the Brown Act.
42. Petitioners have an interest in having the laws executed and public duties
enforced and, therefore, have a beneficial interest in the outcome of the proceedings.
43. Through this action, Petitioners seek no greater relief than would be
afforded to any other member of the public.

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VERIFIED PETITION FOR WRIT OF MANDATE

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44. Petitioners have exhausted any available administrative remedies.
Petitioners have sent a Brown Act Demand to Respondents, but Respondents refuse to
comply with the Brown Act or acknowledge and correct the violations. The only plain,
speedy, and adequate remedy left to Petitioners is the relief provided by Government
Code sections 54960 and 54960.1 and Code of Civil Procedure sections 1060 and 1085.
45. Therefore, this court should hold and declare that the Board of Directors
of Respondent WHITTIER UPTOWN ASSOCIATION and Respondent FRIENDS OF
UPTOWN are legislative bodies as defined by the Government Code section 54952,
and declare that have violated the Brown Act by meeting without complying with the
requirements set forth therein. Finally, this Court should order Respondents to
conform to the requirements of the Brown Act.
WHEREFORE, PETITIONER PRAYS AS FOLLOWS:
After a hearing on this verified petition, to be held on notice, this Court should:
1. Issue a declaration that:
a. Respondent/Defendant WHITTIER UPTOWN ASSOCIATION
BOARD OF DIRECTORS is a legislative body pursuant to the
Brown Act; and
b. Respondent/Defendant BOARD OF DIRECTORS OF FRIENDS OF
UPTOWN, INC. is a legislative body pursuant to the Brown Act.
c. any action taken by Respondents/Defendants WHITTIER
UPTOWN ASSOCIATION BOARD OF DIRECTORS and/or
BOARD OF DIRECTORS OF FRIENDS OF UPTOWN, INC. within
the last 90 days is void.
2. Cause a peremptory writ of mandate to issue, ordering
Respondents/Defendants WHITTIER CITY COUNCIL, WHITTIER UPTOWN
ASSOCIATION BOARD OF DIRECTORS and/or BOARD OF DIRECTORS OF
FRIENDS OF UPTOWN, INC. to perform as required by the Brown Act;
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That the Petitioners/Plaintiffs recover attorneys' fees incurred in this
2 action pursuant to Government Code Section 6259 and/ or Code of Civil Procedure
3 Section 1021.5;
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For an award of costs incurred in this action; and,
For such other and further relief as the court deems just and proper.
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VERIFIED PETITION FOR WRIT OF MANDATE
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VERIFICATION
(C.C.P. 446 and 2015.5)
3 STATE OF CALIFORNIA, County of Los Angeles
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I am a member of CITIZENS FOR TRANSPARENCY IN UPTOWN, a Petitioner
5 in the action or proceeding. I have read the foregoing VERIFIED
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PETmON FOR WRIT OF MANDATE, AN INJUNCTION, AND DECLARATORY
7
REUEF FOR VIOLATIONS OF THE RALPH M. BROWN ACf and know the contents
8 thereof. I certify that the same is true and correct of my own lmowledge, except as to
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those matters which are therein stated upon :my information and belief, and as to those
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matters I believe it to be true.
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This Verification was executed on November 22, at Whittier, California.
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I declare under penalty of perjury under th
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the foregoing is true and correct.
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.. """' ... .u.a Andra
on behalf of Petitioner
Citizens For Transparency in UptmiV11
VERIFIED PETITION FOR WRIT OF MANDATE
1 VERIFICATION
2
. ( C.C.P. 446 and 2015.5)
3 STATE OF CALIFORNIA, County of Los Angeles,
4 I am a Petitioner in the above-entitled action or proceeding. I have read the
5 foregoing VERIFIED PETITION FOR WRIT OF MANDATE, AN INJUN(,'TION, AND
6 DECLARATORY RELIEF FOR VIOLATIONS OF THE RALPH M. BROWN ACT and
7
know the contents thereof. I ce1tify that the same is true and correct of my own
s knowledge, except as to those matters which are therein stated upon my information
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and belief, and as to those matters I believe it to be true.
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This Verification was executed on November 22, 2013, at Whittier, California.
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l declare under penalty of perjury under the laws of the State of California that
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the foregoing is true and correct.
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Richard A. Elias
Petitioner
VERIFIED PETITION FOR WIUT OF MANDATE





























Exhibit A
WHITTIER UPTOWN ASSOCIAITON
BY-LAWS
CHAPTER 1 -ORGANIZATION
Section 1. Name
The name of this association shall be the Whittier Uptown Association, a non-profit
Corporation organized and existing under the laws of the State of California, with its principal
office located in Whittier, California, hereinafter referred to as the "Association."
Section 2. Area
The Association's activities shall cover the area as directed in Whittier City Ordinance
No. 2602 (Exhibit A), a copy of which is appended here as Appendix 'A'.
Section 3. Objectives
The objectives of the Association are as follow:
a. The general promotion and marketing of business activities in said area;
b. Promotion of public events which are to take place on or in public places within
the district area;
c. Decoration of any public place in the area.
As policy, a current "Mission Statement" appears as Section 4.
Section 4. Mission Statement
The mission of the Whittier Uptown Association is to promote the businesses located in the
Uptown district through marketing and production of quality events; to work with property
owners and tenants to enhance the Uptown area by creating and maintaining a safe and welcoming
environment; to communicate the collective interest of the Association and serve as a liaison to
local government.
Section 5. Vision Statement
To create a unique shopping, service and entertainment destination centered around
Uptown Whittier's historic charm.
1 Rev. 8/27/2013
CHAPTER II - MEMBERSHIP
Section 1. Active Membership
All businesses located within the district, for which an annual business license tax is
levied pursuant to Ordinance No. 2604 of Whittier Municipal Code (Appendix 'A'), shall be
members of the Whittier Uptown Association. Pursuant to the Ordinance, the City of Whittier
shall collect all assessments from those businesses and forward same to the Association.
Section 2. Voluntary Membership
A. Non business-licensed entities (i.e. property owners, churches, non-profits)
Voluntary membership is open to those non business-licensed entities within the
boundaries of the Association as set forth in Chapter 1, Section 2, (Area).
B. Business-licensed entities outside the Uptown district
Voluntary membership is open to those business-licensed entities outside the
boundaries of the Association.
C. Terms
Terms, conditions and costs of said voluntary membership shall be set fourth by
the Board of Directors of the Association. Such dues as may be levied, shall be
billed, collected; the resultant Voluntary Membership recorded by the Association's
Executive Director. The Board of Directors must approve any voluntary memberships.
D. Dues Rate
Voluntary Members Annual Fee:
E. Privileges
a. Non-business licensed property owners ... $300.00
b. Business-licensed owners outside the Uptown business district shall
be determined by the following scale based on the number of
employees:
1-15 = $500
16-30 =$1,000
31-50 = $2,000
51+= $3,000
Voluntary members shall enjoy such privileges of membership as other Active
Members, but may not serve on the Board of Directors.
Section 3. 'In Good Standing'
A member of any category above shall be deemed to be, "In Good Standing," when any
and all assessments, dues, fees, or charges have been paid.
2 Rev. 8/27/2013
CHAPTER III - BOARD OF DIRECTORS
Section 1. Composition
The governing body of this Association shall be a Board of no fewer than nine (9)
Directors, and no more than fifteen (15) Directors, unless changed by a duly adopted amendment
to these By-Laws adopted by the vote or written consent of a majority of the Board of Directors,
as then constituted. Directors shall be assessed members of the Association in good standing. The
Board of Directors may also include 2 (two) Ex-Officio, non-voting members selected from outside
the district area. Each Ex-Officio Board member will serve a one-year term and may serve as many
as 3 (three) consecutive terms. Ex-Officio Board members will be selected and appointed by a
majority of the existing Board of Directors.
Any time the Board of Directors meet and a quorum is required to vote on issues before the Board, whether
during a regular or special Board meeting, a quorum shall not be deemed to exist if the majority of the Board
members present at the meeting have the following in common: They are joint owners of a land parcel and/or
building located within the Uptown District or they lease space from a common landlord who owns the land
parcel and/or building in which they lease, regardless of whether the landlord(s) proactively manages
his/her/their property or employs the services of a property manager. "
Section 2. Term of Office
A. Regular Term
Each regular member of the Board of Directors shall be elected by the
membership at large for a period of three (3) years and terms shall be staggered in
such a manner that they will terminate for a minimum of three (3) members each year.
A Director proposed to be removed from the Board shall only be regarded as a
member for purposes of the majority requirement if they are present when the
vote is taken.
B. Re-election
Directors may be re-elected and serve for two (2) consecutive terms, and are then
ineligible for re-election until after an interval of one (1) year.
C. Vacancies
Vacancies on the Board among the Directors, which may occur during the fiscal
year, shall be filled by appointment by majority vote of the Board of Directors.
Appointment shall be to fill the unexpired term of the Ex-Director, unless the end
of the Director's term is within three (3) months of the next Board election.
Otherwise, the Board shall appoint a new Director within sixty (60) days of
vacancy. The President may bring a candidate before the Board for nomination.
3 Rev. 8/27/2013
Section 3. Attendance
Directors are required to attend all Board meetings. Absence from two (2) consecutive
meetings within a six (6) month period shall be considered cause to be dropped from Board
membership. Missing a total of three (3) meetings within a six (6) month period shall be
considered cause to be removed from Board membership. A majority vote shall be required for
such action.
Section 4. Elected Officers
Officers elected from among the Directors shall be President, Vice-President, Secretary,
and Treasurer to serve one (1) fiscal year.
A. Tenure
The tenure of office for the four ( 4) elected officers shall be one (1) year.
B. Ex-officio
In those instances where the term of a President terminates at the same time as
their second consecutive term as Director, they shall nevertheless serve for an
additional year in an ex-officio capacity. Ex-officio shall be given the courtesy of
participating in Board meeting in an advisory capacity only without voting
privileges.
C. Vacancies
Vacancy on the Board by any of its officers that may occur during the fiscal year
shall be filled immediately by the election of a new officer by and from the
balance of the Directors, and if necessary to maintain a full Board, the Board of
Directors shall appoint a member-at-large to fulfill the vacated position of the Board.
D. Resignation and Removal
E. Duties
Any office or director may be removes, with cause, by a majority of the Board of
Directors while in office, at regular or special meeting of the Board. Any officer
or director may resign at any time by giving written notice to the Board, President
or Secretary of the Association. Any resignation shall take effect at the date of
receipt of such notice or at any later time specified therein; and unless otherwise
specified in such notice, the acceptance of the resignation shall not be necessary
to make it effective.
(1) President
The President shall be the executive head of the Association, shall preside
at all meetings of the Board or membership at large, and shall either represent or
appoint a representative to all functions where the Association is to be
represented. In the event of the President's absence, successive offices shall
assume like duties. The President is an ex-officio member of every committee and
shall be kept appraised of all activities and communications of said committees.
4 Rev. 8/27/2013
Section 5. Voting
The President shall have other such powers as may be prescribed by the Board of
Director or these By-Laws.
(2) Vice-President
The Vice-President will, in the absence of the President, assume the duties of the
President. The Vice-President shall have other such powers as may be prescribe
by the Board of Directors or these By-Laws.
(3) Secretary
The Secretary shall record the minutes of all official meetings or appoint a
representative therefore, and shall present a typed original and duplicate of such
minutes to the President within a reasonable time after each meeting. The
President shall return, after Board approval, the signed original to the Secretary
for entry into the official minute book, retaining the duplicate in their file. The
Secretary shall record and publish all amendments; they shall be certain that a
copy of the By-Laws is present at all meetings. The Secretary shall have other
such powers as may be prescribed by the Board of Directors or these By Laws.
(4) Treasurer
The Treasurer shall be custodian of all funds and either represent or cause to be
presented a financial statement to the Board monthly, or on demand of the Board, a
summary of the financial condition of the Association. The Treasurer shall have other
such powers as may be prescribed by the Board of Directors or these By-Laws.
The Board may use the following means to vote on any issue before the Board of Directors:
by voice or ballot at any Board of Directors meeting; via electronic mail (email); with a fax
vote; or by telephone/cell phone. The President will direct the Association Executive Director to handle the
voting process if not held during a Board meeting. Voting via electronic-mail (email) may be used for voting on
such matters as, but is not limited to, the approval of Board meeting minutes, agendas, expenses, meeting
schedules, promotions, marketing, press releases, advertising, by-law clarification and any other matter that the
President deems urgent and would otherwise cause an undue encumbrance upon the Board of Directors, lest
they be asked to attend a special Board meeting.
Section 6. Executive Committee
An Executive Committee comprised of the President, Vice President, Secretary,
Treasurer, Governance Committee Chairperson and Executive Director is hereby created
to act on behalf of the Board of Directors whenever it is not reasonably possible to have
the full Board of Directors meet to address urgent issues. Any decisions made by the
Executive Committee must be approved during the next regularly scheduled Board of
Directors meeting. The Executive Committee is at all times accountable to the full Board
of Directors and, as such, may not bind the WUA to any contract or course of action that
would normally require the approval of the full Board of Directors. The Executive
Committee may also meet to discuss the unfinished business of previous Board meetings
and other issues that require more time than would normally be available during a
5 Rev. 8/27/2013
regularly scheduled Board meeting. The date, frequency and location of the Executive
Committee meetings will be determined by the Committee itself and is not limited by any
other provision of these bylaws.
CHAPTER IV- ELECTIONS
Section 1: Composition of the Board
The Board of Directors shall be composed of no fewer than nine (9) and no more than
fifteen (15) Directors. One third of Directors shall be elected annually to serve for three
(3) years or until their successors are elected and have qualified.
The government and policy-making responsibilities of the Association shall be vested in
the Board of Directors, which shall control its property, be responsible for its finances,
and direct its affairs. Any time the Board of Directors meet and a quorum is required to
vote on issues before the Board, whether during a regular or special Board meeting, a
quorum shall not be deemed to exist if the majority of the Board members present at the
meeting have the following in common: They are joint owners of a land parcel and/or
building located within the Uptown District or they lease space from a common landlord
who owns the land parcel and/or building in which they lease, regardless of whether the
landlord(s) proactively manages his/her/their property or employs the services of a
property manager.
Section 2: Selection and Election of Directors (See timetable below.)
A. Election Committee. At the regular January Board meeting, the President shall
appoint an Election Committee of three (3) persons. The Election Committee shall
consist of two (2) members of the Board of Directors and one ( 1) Association member in
good standing. The President shall designate the chairman of the committee.
Prior to the regular February Board meeting, the Election Committee shall present to the
President a slate of (number of vacancies) candidates to serve three (3) year terms to
replace the Directors whose regular terms are expiring. Each candidate must be an active
member in good standing and must have agreed to accept the responsibility of
directorship.
No Board member who has served two consecutive three-year terms is eligible for
election for a third term. A period of one (1) year must elapse before eligibility is
restored.
6 Rev. 8/27/2013
B. Publicity of Nominations. One month prior to the election, the Association shall
notify its active members of the upcoming election, and the transmission shall contain
information pertaining to qualifications for interested candidates, and the planned process
of such election, including but not limited to, information on where to collect a candidate
application.
C. Nomination Procedure.
1. Qualification. At minimum, candidates must be active members in good
standing, and must have expressed a willingness to accept the responsibility of
directorship.
2. Application Process. The Association shall make available candidate
applications to interested parties as designated in Section 2(B). It is the sole
responsibility of applicant to fully complete all required application information and
return to the Association by the filing deadline. All applications received after the filing
deadline will be void and not accepted.
If no candidate application is filed within the designated period, the nominations shall be
closed and the nominated slate of (number of vacancies/Section A) candidates shall be
declared elected by the Board of Directors at the regular March Board meeting.
D. Voting Procedure. names of all candidates shall be arranged on a ballot in
alphabetical order. Instructions will be to vote for (number of vacancies) candidates only.
The President shall mail this ballot to all active members at least 15 calendar days before
the regular March Board meeting.
The ballots shall be marked in accordance with instructions printed on the ballot and
returned to the Association office within ten (10) days. The Board of Directors shall at its
regular March Board meeting declare the candidates with the greatest number of votes
elected (based on the number of available positions).
E. Judges. The Election Committee shall appoint two (2) members of the Board of
Directors, and at least one ( 1 ), but not more than three (3 ), judges who are not members
of the Board of Directors or candidates for election. One of the appointed members of the
Board of Directors will be designated chairman. Such judges shall have complete
supervision of the auditing of the ballots. They shall report the results of the election to
the Board of Directors within five (5) business days of the voting deadline.
Section 3: Seating of New Directors
All newly elected Board members shall be seated at the regular April Board meeting and
shall be participating members thereafter. Retiring Directors sllall continue to serve until
the new Directors are installed.
Section 4: Vacancies
A. Absence. A member of the Board of Directors who shall be absent from three (3)
consecutive regular meetings of the Board of Directors shall automatically be removed
7 Rev. 8/27/2013
from membership on the Board unless confined by illness or other absence approved by a
majority vote of those voting at any meeting thereof.
B. Appointments. The Board of Directors shall fill vacancies on the Board of Directors,
or among the Executive Committee. If the vacant position is for Director, a current
Director may nominate an active member in good standing who must have agreed to
accept the responsibility of directorship, and such position shall be approved by a
majority vote. If the vacant position is for an Executive Committee position, a current
Director shall nominate a fellow Director, and such position shall be approved by a
majority vote.
All appointments shall serve for three (3) years or until their successors are elected and
have qualified. The appointed Board Member may serve two (2) consecutive three-year
terms but must allow for a period of one (1) year to elapse before eligibility is restored.
Section 5: Policy
The Board of Directors is responsible for establishing procedure and formulating policy
of the organization. It is also responsible for adopting all policies of the organization.
These policies shall be maintained in a policy manual, to be reviewed annually and
revised as necessary.
Section 6: Management
The Board of Directors shall employ necessary organizational staff and shall establish the
salary and other considerations of employment.
Section 7: Indemnification
The Association may, by resolution of the Board of Directors, provide for
indemnification of any and all current or former Executive Committee members,
Directors and employees against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit, or proceeding in which they or any of
them are made parties, or a party, by reason of having been Executive Committee
members, Directors or employees of the Association, except in relation to matters as to
which such individuals shall be adjudged in such action, suit or proceeding to be liable
for negligence or misconduct in the performance of duty and to such matters as shall be
settled by agreement predicated on the existence of such liability for negligence or
misconduct.
8 Rev. 8/27/2013
BOARD OF DIRECTORS ELECTION TIMETABLE:
MONTH ACTION TO TAKE
President appoints Election Committee with Board's
approval at regularly scheduled Board meeting
August (Chapter 3 Section 2A).
Publicity of election mailed to members. Candidate
October applications made available.
Once candidate application deadline closes, ballots
November are mailed to active members. (Chapter 3, Section
2B, C and D).
Election of Directors at regularly scheduled Board
November meeting (Chapter 3 Section 2D).
Election of Executive Board at regularly scheduled
Board meeting, prior to installation of new Board
November members. (Section tbd)
Orientation of new Officers and Directors; plan new
program of work; appointment and orientation of
new committee chairmen, committee members and
February other action groups and plan budget.
CHAPTER V- FINANCES
Section 1. Banking
All monies collected for the use of the Association shall be deposited with an accredited
banking institution(s) in the City of Whittier. Such funds shall be subject to
withdrawal upon authorization of any one of the signatures designated by the Board of Directors.
Proper written notice and specimens of signatures are to be filled with the depository as changes
occur. If the Treasurer, President or Executive Director is ill, out of town on business, on vacation
or otherwise unavailable to co-sign a disbursement check in an amount greater than $1,000.00 (one thousand
dollars), then a vote shall be taken among the members of the Executive Committee authorizing the
remaining bank signatories to issue said disbursement check.
The fiscal year shall commence on January 1 and end on December 31 of each year. Tax returns
shall be filed no later than April 15 of each fiscal year.
Section 2. Authorization
No funds shall be distributed in any form without authorization of the Association
Executive Director and/or the President in compliance with the budget as approved by the Board of
Directors.
9 Rev. 8/27/2013
Section 3. Indebtedness
No indebtedness shall be created, appropriated or dispensed unless the amount thereof is
at that time in general fund of the group of approved in advance as set forth in the budget,
which budget has been approved by the Board of Directors. All approved contracts must have two (2)
signatures; Treasurer and committee chairperson and/or Association Manager.
Section 4. Audit
The Association shall employ, at the beginning of each fiscal year, a qualified Certified
Public Accountant, who shall at such time be specified by the Board of Directors, examine the records,
books, inventories, and reports of the Executive Director or any and all other employees who receive,
handle or disburse Association funds. As soon as practical after the end of the fiscal year and final audit and
report shall be submitted by such accountant to the Board of Directors .
CHAPTER VI - MEETINGS
Section 1. Regular Board Meetings
The Directors shall meet once a month, on a designated day at a place in Uptown
Whittier, designated by the Board of Directors. The general membership shall be informed of the
location of said meeting and shall be given sufficient notice of any change in time or location of
the monthly meetings. The agenda for the meetings shall be made available in copies at the
Association office, 72 hours prior to the meeting date and time.
Section 2. Special Board Meetings
The President may call a special meeting of the Board of Directors by official written
notice to all Board members at least twenty-four (24) hours prior to the time of the proposed meeting.
Section 3. Quorum
A majority of the then currently authorized number of Directors shall be necessary to
constitute a quorum for transaction of business. The action of a majority of Directors present at
any meeting at which there is a quorum, when duly assembled, is valid.
Section 4. Annual Planning Meeting
An annual planning meeting shall be held no later than sixty (60) days after the close of
the annual election. Notice shall be provided to any interested members days prior to the meeting.
10 Rev. 8/27/2013
CHAPTER VII - COMMITTEES
Section 1. Appointments
Immediately upon taking office, the President will appoint or cause to be appointed
committee chairmen to conduct the business of the Association. Any appointee must be a member of
the Whittier Uptown Association in good standing.
Section 2. Chairperson's Responsibility
No committee or committee chairperson shall have the power to commit the Association
on any matter of general policy, nor to commit the Association to any financial obligations,
beyond the Board approved budget, without prior approval from the Board of Directors. The
Board of Directors must approve all other financial and general policy committee decisions before
enactment.
CHAPTER VIII- EMPLOYEES
Section 1. Executive Director
The Board of Directors shall employ an Executive Director for the Association. The
salary and terms of employment of the Executive Director shall be fixed and controlled by the
Board of Directors. The term of employment shall be consistent with the fiscal year of the fiscal
year of the Association, or as agreed upon by the Executive Director and Board of Directors.
Section 2. Executive Director's Duties
The Executive Director shall have charge of office staff, office property, equipment
and other items/materials of said Association. He or she must have the approval of the President
and/or Treasurer for purchases over one thousand dollars ($1,000). Any expense less than one-thousand
dollars ($1 ,000.00) will not require a second signature from either the President or the Treasurer.
The Executive Director shall collect statistics and other information for the use of the Association, conduct its
correspondence, collect the dues and fees of members and other debts due to the Association and account for
the same. Further, they shall perform all duties required by the Board of Directors, including, but not
limited to the job description.
11 Rev. 8/27/2013
CHAPTER IX - AMENDMENTS
These By-laws may be amended by a two-third (2/3) vote of a quorum at any meeting of the
Board of Directors. Amendments to these By-Laws shall be submitted in writing and on the
Board written agenda at least one (1) Board meeting prior to said meeting that the voting will take
place. Agendas are to be made available through the Association office.
12 Rev. 8/27/2013
Whittier Uptown Association
Operation Procedures
The operating principles stated below are to serve as procedures to the Board of Directors of the
Whittier Uptown Association (WUA). Each member of the Board is charged with the
responsibility of working together with every other member to further the basic goal of
organization; "To promote the progress and welfare of the Uptown Business Community."
In order to achieve this mission, all Directors will endeavor to carry out their duties in accordance
with the following list of procedures:
1. The fundamental role of the Board is to determine the direction and activities of the
Uptown Association through volunteer and staff implementation.
2. Each Director assumes responsibility for loyalty to each other, the Board, the
Association and the common goal.
3. Conduct of each Board Member shall be beyond reproach, both in Board Meetings and
in the General Public. Board members are personal representatives of the Whittier
Uptown Association. Conduct unbecoming a Board Member may be deemed reason for
dismissal from the Board by a two-thirds vote of the Board. Any Board member or Officer who is
removed from the Board for cause will not be eligible to serve on the Board for a period of five (5)
years, whether by appointment or by vote of the general membership. In addition, said former Board
member will be required to submit himself or herself to a formal Board review to determine
eligibility, should he or she decide to seek re-election to the Board after the five (5) years have
passed.
4. When, outside of Board meetings, a Director finds himself or herself in serious
disagreement with another Director, the President shall arrange a one-to-one meeting
between them to resolve the disagreement.
5. The President and Executive Director shall set the agenda. Matters will not be
brought before the Board unless all individuals concerned have been notified, except in
extreme emergencies.
6. Information discussed in closed session (personal, litigation, etc.) shall be kept in the
strictest confidence. Any breach of this procedure shall be grounds for dismissal from the
Board with a two-thirds (2/3) vote of the Board.
7. The President, Executive Director, or any appointed representatives shall be the
liaison between the media and the Whittier Uptown Association.
8. The WUA staff shall supply the Directors with all necessary information about matters
to come before the Board, so that Directors may study such information carefully and
seek additional clarification from the President prior to the Board Meeting.
13 Rev. 8/27/2013
9. WHITTIER UPTOWN SUBSCRIBERS (newsletter): These entities, outside of the
assessment boundaries, which wish to support the Uptown and be aware of the
happenings thereof, shall pay an annual fee of $150.00
The fee will include the following rates:
a) They shall be sent the newsletter and all inserts at no
charge.
b) Be able to insert promotional materials into the newsletter (the
subject matter being at the discretion of the President and the
Executive Director) for a fee of $50.00. Those who are not
assessed members; volunteer members or subscribers do not have
this service available to them.
c) Opportunity to be volunteer in all events (this does not include
steering committees.)
10. These Operating Procedures may be changed by a simple majority vote of the Board
of Directors.
14 Rev. 8/27/2013
ORDINANCE NO. 2604
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WHITTIER
RELATING TO THE UPTOWN WHITTIER BUSINESS IIYIPROVEMENT AREA
WHEREAS, pursuant to the Section 365000 et seq. of the Streets and Highways Code of the
State of California, the Whittier City Council adopted the following Resolutions of Intention on
April13, 1993.
"RESOLUTION NO. 6376: A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WHITTIER DECLARING ITS INTENTION TO MODIFY BENEFIT ZONES AND THE
METHOD OF CALCULATING ASSESSMENTS WITHIN THE UPTOWN WHITTIER
BUSINESS IIYIPROVEMENT AREA."
RESOLUTION NO. 6377 A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF WHITTIER DECLARING ITS INTENTION TO MODIFY THE CLASSIFICATION
OF BUSINESSES ASSESSED WITHIN THE UPTOWN WHITTIER BUSINESS
IIYIPROVEMENT AREA"; and
WHEREAS, public hearings regarding modifications to benefit zones, the method of
calculating assessments, and the classifications of business assessed were conducted May 4,
1993;and
WHEREAS, at said hearing all written and oral protests made or filed were duly heard.
Evidence for and against proposed actions was received, and full , fair and complete hearings
were granted and held; and
WHEREAS, all protests, both written and oral, are hereby overruled and it was
determined by the Council that there was no majority protest within the meaning of Section
365000 et seq. of the Streets and Highways Code; and
WHEREAS, the City Council finds that businesses conducting their activities within the
Uptown Whittier Business Improvement Area will benefit by the expenditure of funds raised by
the charges as contemplated by said Section 365000 et seq. of the Streets and Highways Code.
THE CITY COUNCIL OF THE CITY OF WHTITIER DOES ORDAIN AS FOLLOWS:
Section 1. The Whittier Municipal Code is hereby amended by adding Chapter 5.06 to
Read as follows:
Sections:
5.06.10
5.06.20
UPTOWN WHITTIER BUSINESS IIYIPROVEMENT AREA
Establishment of Area
Description of Area
15 Rev. 8/27/2013
5.06.30
5.06.40
5.06.50
5.06.60
5.06.70
Benefit Zones
Classification of Business and Bases of Assessment
Payment of Assessment
Charge Transferability
Statement of Charge Due
These By-Laws and Operating Procedures were updated and corrected on January 3, 2013.
16 Rev. 8/27/2013












Exhibit B
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ORDINANCE NO. 2300
AN ORDINANCE OF THE CITY COUNCIL OF THE
CITY OF WHIT-TIER ESTABLISHING A BUSINESS
IMPROVEMENT AREA tN THE cii't oF winTTIER.
THE CITY COUNCIL OF THE CITY OF IVHITTIER DOES
HEREiB,Y ORDAIN AS FOLLOWS :
SECTION 1. That the City Council of the City of
Whitltier hereby finds, determines and declares as follows:
{a) That pursuant to Section 36500 et seq.
of the Streets and Highways Cbde of State of
California, the City Council adopted, on April 19,
1983, that certain Resolution No. 5300, entitled,
"A Resolution of the City Council of t,he City of
Whittier Declaring its Intention to Establ:ish a
Business Improv:eme.n,t Area - in the C'ity o.f Whi-ttier",
and caused said be to duly published and
mailed as provided by law; and
{b) That a public hearing concerning the
formation of said Business Impr0vement Area (-herein-
after "Area") was held on May 10, 198.3 , i'lt the hour
of 7:30 P.M. in the City Council Chambers of the City
Hall of the City of Whittier; and
{c) That at said hearing all written and
oral protests made or filed were duly hea.rd,
evidence for and against the .proposed action was
received, and a full, fair and complete hearing
was granted and held ; and
(d) That all protests , both wr i tten and
oral, are hereby overruled and it was determined
by the Council that there was no majority protest
within the meaning of Section. 36500 et seq., and
of the Streets and Highways Code ; and
{e) That the public interest , convenience
and necessity require the establishment of the
proposed Area ; and
{f) That businesses conducting their
activities within the Area will bene-fit by the
expenditure of funds raised by the charges as
contemplated by said Section 36500 et of
the Streets and Highways Code.
SECTION 2 . ESTABLISHMENT OF AREA. Pursuant to
sect;ion 36500 et of the Streets and Highways Code of
the :State of California, a busine-ss improvement area to be
desi:g.nated as "Uptown Whittier Business Improvement Area" of
the
1
city of Whittier" , is hereby created and established.
SECTION 3. DESCRIPTION OF AREA. The Area shall
incl.ude all of the real property included within the boun-
described on Exhibit "A" , attached hereto and incor-
poraited herein by this reference.
230
231
SECTION 4. SYSTEM OF CHARGES. That attached
hereto, marked Exhibit "B", and herein by this
reference, is the system of charges which shall be assessed
upon the various classes of business which are not exempt by
law and which are located within such Area.
(a} P.ayrnent of Charge . The charges hereby
assessed shall be due and payable and shall be paid
at the same time and in the same manner that business
licenses taxes imposed by the City Code are due
and payable .
(b) Payment Prerequisite to License .
(1) No business license shall be issued
pursuant to the Whittier Municipal
Code unless the business license
charge hereby imposed is paid
together with the business license
payable pursuant to the said code;
and
(2) A business license shall be considered
unpaid and penalites shall be assessed
upon the total amount at the rate
spec i fied in the Municipal Code,
until such time as both the business
license tax and the charges imposed
hereunder are paid in full.
(c) Multiple Businesses.
(l) Where one owner has multiple businesses
in the same class or combinations of two
or more of the above classes , all of
which are at the same location; the
total charge for that location under
this Ordinance shall be the highest
charge of any one of those businesses
when considered individually according
to their classifications herein.
(2) Where multiple owners have businesses
in the same class or combination of
two or more of the above classes,
all of which are at the same location;
the total charge to each owner under
this Ordinance shall be the highest
charge of any one of the individual
owner's businesses at the location
when considered according to their
classification herein.
(d) Charge Transferability. There shall be no
additional charge for any business which
transfers the same business to any location
within the Area.
(e) Refusal to Pay Charde. No person shall fail
or refuse to pay the additional business
license charge imposed.
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(f) Statement of Charge Due. A written
statement, on such forms as may be
required or furnished-by the City Manager,
shall be filed when the charoes are paid.
SECTION 5. VOLUNTARY CONTRIBUTION. Any business
which is exempt from the payment of a business license tax by
reasQn of the provision of the Constitution of the United
States or the State of California, or by business class
exemption as designated in (a) above, may make voluntary
contributions to said Area for the purposes provided in this
Ordinance
. ; SECTION 6. USE OF REVENUES. Uses of revenues
derived from charges imposed pursuant to this Ordinance shall
be limited to the following:
(a) decoration of any public place in the Area;
(b) promotion of public events which are to
take place on or in the hrea;
(c) furnishing of music in any public place
in the Area; and
(d) the general promotion of business activi-
ties in the Area.
SECTION 7. FUND. There is created a special
fund designated as "Uptown-whittier Business Improvement Area
into which all revenues derived from charges and
contributions under this Ordinance shall be placed and such
funds shall be used only for the purposes specified in this
Ordinance.
SECTION 8. EXPENDITURES. The City Council shall
annually approve a budget to include an estimate of expendi-
tures to be made from the Uptown Whittier Business Improvement
Area Fund to carry out the purposes of this Ordinance.
SECTION 9. EFFECTIVE DATE. The charges imposed by
this Ordinance shall be due and payable immediately upon
the effective date of this Ordinance upon all business
license taxes levied thirty (30) days after adoption of this
Ordinance and each day thereafter.
SECTION 10. If any action, sentence, clause or
phrase of this Ordinance i s, for any reason, held by a court
of cdmpetent jurisdiction to be invalid, such decision shall
not the validity of the remaining portions of this
Ordinance. The City Council of the City of Whittier hereby
that it would have passed and does hereby pass this
and each sentence, section, clause -and phrase hereof,
irrespective of the fact that any one or more sections,
sentfnces, clauses, or phrases be declared invalid or uncon-
sti tutional.
SECTION 11. That the City Clerk shall certify to
the adoption of this Ordinance and cause the same to be
publtshed in the manner prescribed Oy law.
232
PASSED AND APPROVED this 24th day of
____ 1983.
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EXHIBIT "A"
BUSINESS IMPROVEMENT AREA
That portion of the City of Whittier, County of Los Angeles, State of California,
bounded and described as follows:
Beginning at the centerline intersection ofF riends Avenue, 50 feet wide, and
Penn Street, 60 feet wide; thence west along said centerline of Penn Street to
the centerline of Washington Avenue, SO feet wide; thence south along said
centerline of Washington Avenue to a line parallel with and lying 80 feet
southerly of said centerline of Penn Street; thence west along said parallel line
to the centerline of the alley west of Milton Avenue; thence north along said
alley centerline to a line parallel with and lying 140 feet southerly of the
centerline of Philadelphia Street, 80 feet wide; thence west along lost said
parallel line to a line parallel with and lying 125 feet westerly of the centerline
of Pickering Avenue, 70 feet wide; thence north along last said parallel line 140
feet to said centerline of Philadelphia Street; thence west along lost said
centerline of Philadelphia Street I 0 feet; thence north parallel to said centerline
of Pickering Avenue to a line parallel with and lying 120 feet northerly of said
centerline of Philadelphia Street; thence east along lost said parallel line to the
centerline of the alley west of Milton Avenue; thence north along lost said alley
centerline and its northerly prolongation to the centerline of the alley north of
Hadley Street; thence east along lost said alley centerline to the northerly
prolongation of the easterly line of Lot 12 Block 19 of Harvey and Ricker's
Addition, as per mop recorded in Book 26, pages 67 and 68 of Miscellaneous
Records of said county; thence south along said easterly line of said Lot 12 and
its southerly prolongation, which is a line parallel with and lying 175 feet
westerly of the centerline of Friends Avenue, to a line parallel with and lying
170 feet northerly of said centerline of Philadelphia Street; thence east along
lost said parallel line to the centerline of the alley east of Painter Avenue;
thence south along lost said alley centerline and its southerly prolongation to a
line parallel with and lying 140 feet southerly of said centerline of Philadelphia
Street; thence west along last said parallel line to the center I ine of the alley
west of Friends Avenue; thence south along lost said alley centerline to the
westerly prolongation of the northerly line of Lot 7 Block 31, Mop of Whittier, as
per mop recorded in Book 21 pages 55 and 56 of Miscelloneo\Js Records of said
county; thence east along the northerly line of said Lot 7 and its westerly and
easterly prolongations to said centerline ofF riends Avenue; thence south along
'1st said centerline of Friends Avenue to the point of beginning.
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234
EXHIBIT "B"
M'XUAL CHARGES TO BUSINESSES LOCATED IN THE BUSINESS IMPROVEMENT AREA SHALL
BE AS .FOLLOWS:
(1) BENEFIT NO. 1: Benefit Zone No. 1 shall include all businesses
in the.: Area, which have a street address upon either Greenleaf Avenue or
Philad!elphia Street:
(a) CLASSIFICATION A:
Those businesses within Benefit Zone
No. 1 which are primarily engaged in
retail sales, except as otherwise
hereinafter expressly described:
(b) CLASSIFICATION B:
Food Markets
(c) CLASSIFICATION C:
commercial parking lots, taxicab
companies
(d) CLASSIFICATION D:
Shoeshine stands
Apartment Houses
(e) CLASSIFICATION E:
Beaut y and barber shops
- 1 -
An amount equal to twice
the annual business license
tax presently imposed upon
such businesses pursuant
to said Section 6100 et seq .
of said Whittier Municipal
Code.
An amount equal to one-
half of the annual business
license tax presently
imposed upon such
businesses pursuant to
said Section 6100 et seq.
of the Whittier Municipal
Code .
An amount equal to one-
half of the annual
business license tax
presently imposed upon
such businesses pursuant
to Section 6100 et seq.
of the Whittier Municipal
Code, or the sum of $10.00,
whichever is the lesser
figure.
An amount equal to one-
half of the annual business
license tax presently
imposed upon such businesses
pursuant to Section 6100 et s
of the Whittier Municipal
Code, or the sum of $2.50,
1Nhichever is the lesser
figure.
An amount equal to one
time the amount of annual
license tax presently
imposed upon such
businesses pursuant to
Section 6100 et seq. of
the Whittier Municipal
Code .
235 .
(f) CLASSIFICATION F:
0.
All other businesses
- 2 -
An amount equal to two
and one-half times the
amount of annual business
license tax presently
imposed upon such
businesses pursuant to
Section 6100 et seq. of
the Whittier Municipal
Code.
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236
(2) BENEFIT Z O ~ E NO. 2: Benefic Zone No. 2 shall include all businesses
located within the proposed Area, other than those included within the
Benefit Zooe No. 1:
(a) CLASSIFICATION A:
Those businesses within Benefit zone
No. 2 which are primarily engaged in
retail sales, except as otherwise
hereinafter expressly described
(b) CLASSIFICATION B:
Food Markets
(c) CLASSIFICATION C:
Commercial parking lots, taxicab
companies
(d) CLASSIFICATION D:
Shoeshine stands
Apartment Houses
(e) CLASSIFICATION E:
Beauty and barber shops
- 3 -
An amount to ''ne and
one-half time,; the annual
business license cax
presently imposed upon
such businesses pursuant
to Section 6100 et seq.
of the Whittier Nunicipal
Code,
An amount equal to one-
half of the annual business
license tax presently
imposed upon such businesses
pursuant to said Section
6100 et seq. ,,f the Whittier
Municipal Code.
An amount equal to one-
half of the annual business
license tax presently
imposed upon such business
pursuant to Section 6100
et seq. of the Whittier
Municipal Code, or the
sum of $10.00, whichever
is the lesser figure.
An amount equal to one-
half of the annual business
license tax presently
imposed upon such
businesses pursuant to
Section 6100 et seq. of
the Whittier Municipal
Code, or the sum of $2.50,
whichever is the lesser
figure.
An amount equal to one
time the amount of annual
license tax presently
imposed upon such
businesses pursuant to
Section 6100 et seq. of
the Whittier Municipal
Code.
237
(f) CLASSIFICATION F:
. . .
All other businesses
- 4 -
An amount equal to t ~
and one- half times the
amount of annual business
l icense tax presently
imposed upon such
businesses pur suant t o
Section 6100 et seq . of
the Whittier Municipal
Code .
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.
.
:----
238
CilY OF WHITTIER
ss
STATE OF CALIFORNIA
I, Sandra Max, Deputy City Clerk in and for the City
of Whittier, California, hereby certify that the above and
foregoing is a true and correct copy of Ordin.anca No. 2300, adopted
by the City Council of the City of Whittier in regular session,
Tuesday, the 24th day of May, 1983, and same was passed by the
following vote:
Ayes: v. A. Lopez G. B. Chandler
R. L. Henderson M. D. Claxton
Noes: None
Absent: L.A. Strong
WITNESS my hand and the official seal of the City of
Whittier this 25th day of May, 1983.
Published according to law, May 30, 1983
239
I
I
Exhibit A was not included in the Ordinance Book. I checked the agenda packages and found this
included as part of a report. It may be the Exhibit for Resolution 4219 which is the resolution that also
helped to establish the Business Improvement Area. The text of Resolution 4219 is substantially the
same as Ordinance 1878. -- EJ Boranian, IT/Records Manager (04/30/2010)
I
I
EXHIBIT "A"
That portion of the City of llhittier, County of Los Angel es. State of California,
bounded and described as follows:
Beginning at the centerline intersection of Friends Avenue, SO feet wide, and
Penn Street, 60 feet wide; thence west said centerl ine of PenD Street to
the centerline of Washington Avenue, SO feet wide; thence south along said
centerline of Uashington Avenue to a line pat:<U.lel with and lying 80 feet southerlj
of said centerline of Penn Street;

sald parallel line to the


centerline of the alley west of Milton Avenue; thence north along said alley
centerline to a line parallel with and lying 140 feet southerly of the centerline
of Philadelphia Street, 80 feet wide; thence west along last said parallel line
to a line parallel with and lying 125 feet westerly oi the centerline of Pickering
Avenue, 70 feet wide; thence north along last said parallel line 140 feet to said
centerline Philadelphia Street; thence west along last said centerline of
Philadelphia Street 10 feet; thence north parallel to said centerline of Pickering
Avenue to a line parallel with and lying 120 feet of said centerline of
Philadelphia Street; thence east along last said parallel line to the centerline
of the alley west of Milton Avenue; thence north along last said alley
and its northerly prolongation to the centerline of the alley north of Badley
Street; thence east along last said alley centerline to the northerly prolongation
of the easterly line of Lot 12 Block 19 of Harvey and Rieker's Addition, as per
cap recorded in Book 26, pages 67 and 68 of Miscellaneous Records of said county;
thence south along said easterly line of said lot 12 and its southerl y prolonga-
tion, which is a line parallel with and lying 175 feet westerly of the centerline
of Friends Avenue, to a parallel with and 170 feet northerly of said
centerline of Philadelphia Street; thence east along last said parallel line
t:O the centerline of the alley east of Painter Avenue; thence south along last
sai d alley centerline and its southerly prolongation to a line parallel with and
lying 140 feet southerly of said centerline of Philadelphia Str eet; thence west
along last parallel line to the centerline of the alle) west of Friends
Avenue; thence south along last said alley centerline to t he westerly prolongation
of the northerly line of Lot 7 Block 31, Map of Whittier. as per map recorded in
Book 21 pages 55 and 56 of Miscellaneous Records of said county; thence east along
the northerly line of said Lot 7 and it- westerly and prolongations to
said centerline of Friends Avenue; south along last said centerline of
Friends Avenue t o the point of beginning.
UPTO\o1N \miTIIER PROMOTIONAL DISTRt CT
EXHIBIT "A"
Digitally signed by EJ Baran ian
DN: cn=EJ Boranian, o=City of Whittier, ou=IT/
Records Management, City Clerk-Treasurer
Dept, email=ejboranian@cityofwhittier, c=US
Date: 2011.08.19 17:48:23 -07'00'












Exhibit C
AGREEMENT
THIS AGREEMENT is made and entered into this lfdL day of 2012
by and between the CITY OF WHITTIER, a municipal corporation, hereinafter referred
to as "CITY", and the WHITTIER UPTOWN ASSOCIATION, a California non-profit
corporation, hereinafter referred to as "ASSOCIATION".
WITNESSETH
The parties hereto do agree as follows:
1. RECITALS. This Agreement is made and entered into with respect to the
following facts:
A. That the City Council has heretofore established a Business
Improvement Area, (hereinafter "Area"), pursuant to Section 36500 et
seq. of the Streets and Highways Code of the State of California, by the
adoption of Ordinance No. 1878 on November 26, 1979, Ordinance No.
2300 on May 24, 1983, Ordinance No. 2604 on June 1, 1993,
Ordinance No. 2636 on November 1, 1994, Ordinance No, 2831 on
November 25, 2003, and Ordinance No. 2851, on November 23, 2004,
and Ordinance No. 2904 on November 20, 2007, (hereinafter
collectively referred to as the "Ordinance").
B. That pursuant to the Ordinance, and enabling law, an additional
business license tax (the "Assessment") will be imposed on all
businesses located within said Area; and
C. That the said taxes as levied shall be utilized exclusively for the
purposes, as set forth in the Ordinance: and
D. That, as required by the California Streets and Highways Code, Section
36530, the City Council hereby appoints the Board of Director's of said
ASSOCIATION as the advisory board which shall make
recommendations to the City Council regarding the expenditure of
revenues derived from said Assessment; and
E. That ASSOCIATION has as its primary purposes, the promotion of all
businesses located within said Area and the economic well being of the
community; and
F. That all persons with a valid business license engaged in business
within said Area are members of said ASSOCIATION; and
G. That ASSOCIATION is an organization qualified to establish, promote
and conduct the programs, as permitted, pursuant to the Ordinance,
has provided such services pursuant to an agreement with the CITY
I
WUA Annual Agreement Page 2
since 1970, and has agreed to continue to do so upon the terms and
conditions as hereinafter set forth; and
H. That the City Council has heretofore determined that the public interest,
convenience and necessity require the execution of this Agreement to
provide for the services of ASSOCIATION as hereinafter set forth.
NOW, THEREFORE, CITY and ASSOCIATION, in consideration of the
recitals, mutual promises, covenants, representations and agreements set
forth below, hereby promise, covenant, agree and represent as follows:
Section 1. TERM OF AGREEMENT
1.1. The term of this Agreement shall be for a period of one (1) year
commencing on January 1, 2013 and terminating on December 31,
2013; provided that either party hereto may, in advance of the
expiration of the term of this Agreement, terminate thiS Agreement as
follows:
1.2. That ASSOCIATION may terminate t11is Agreement by giving CITY a
sixty (60) day written notice of intent to so terminate, said termination
shall be effective on the sixty-first (61 st) day after the mailing of such
notice; or
1.3. CITY may terminate this Agreement by giving ASSOCIATION a sixty
(60) day written notice of intent to terminate. Said notice must be
authorized by a four-fifths vote of the City Council. Said termination
shall be effective on the sixty-first (61 "') day after the mailing of such
notice.
Section 2. ASSOCIATION RESPONSIBILITIES
2.1 The ASSOCIATION will perform promotional services and cooperate
with the City Manager and such personnel as the City Manager
designates, to coordinate and implement projects and programs
developed to benefit the businesses in the Area and to provide plans
and repot1s for the services provided.
2.2 The ASSOCIATION shall submit to the City Manager, in a form
approved by him and in conformance with accepted industry
standards, and to the sole satisfaction of the City Manager for
consideration and approval by the City Council, project plans and
reports including the following:
2.2.1 BUDGET. This budget shall estimate the revenues and
expenditures for the calendar year including budgets for all
proposed events. No expenditure shall be made unless it is
WUA Annual Agreement Page 3
included in the budget. The budget attached hereto as
Exhibit A, is hereby incorporated herein by this reference.
2.2.2 REPORTS. Quarterly Reports shall reflect the purpose and
amount of all expenditures, including any budget changes
that have occurred and any changes to proposed events.
Said reports shall be due in the office of the City Manager no
later than the 30
1
h day of the months of April, July, October
and January, and shall report on the activities for the
preceding calendar quarter.
2.2.3 INDEPENDENT AUDIT. The ASSOCIATION shall employ
the services of a qualified Independent Certified Public
Accountant, at its sole cost and expense, who shall examine
the books, records, inventories and reports of the
ASSOCIATION and its officers and employees who receive,
handle or disburse funds obtained by the ASSOCATION
from CITY, pursuant hereto. A copy of such audit for the
2011 calendar year shall be submitted to the City Manager
by March 30, 2013.
2.2.4 ANNUAL REPORT. The ASSOCIATION must submit to the
CITY an Annual Report and proposed assessments each
year by August 31. The Annual Report must include a
budget for the calendar year to Paragraph 2.2.1.
2.3 ASSOCIATION shall administer the entire work program in a prudent
manner within the budget as set forth in Exhibit A. ASSOCIATION
assumes all responsibility and liability for contracting for support
services as may be required, and for the payment of all direct out-of
pocket expenses as may be necessary for the timely completion of
services contemplated by this Agreement. Obligations, liabilities or
expenditures for items not approved in the budget process as set
forth herein shall not be paid with assessments collected by CITY for
the Area.
2.4 ASSOCIATION shall act as liaison and maintain ongoing relationships
with the community which shall include, but is not limited to; holding
an annual public meeting which ASSOCIATION shall provide written
notice to all assessed business establishments in the Area. The
ASSOCIATION shall conduct said public meeting for the general
membership by August 15, 2013 to report on ASSOCIATION current
year budget activities and proposed budget including any assessment
changes for the coming calendar year. This meeting will be conducted
in the community in .9rder to allow the business establishments to
familiarize themselves with ASSOCIATION functions and to inform
ASSOCIATION of their concerns and desires. A representative of the
WUA Annual Agreement
Page 4
CITY as designated by tile City Manager may attend tile meeting to
provide information on behalf of tile CITY as required.
2.5 ASSOCIATION shall maintain tax exempt status with the United
States Internal Revenue Service and the California State Board of
Equalization for the term of this Agreement. ASSOCIATION shall
provide documentation of such status to the CITY prior to the
disbursement of any funds to ASSOCIATION pursuant to this
Agreement.
2.6 ASSOCIATION, and any authorized subcontractors and consultants,
if any, shall be required to obtain all necessary documentation,
including, but not limited to, any and all certificates, licenses, and
permits that may be required to do business in the CITY.
Section 3. CITY RESPONSIBILITIES
3.1 The CITY shall be responsible for mailing all billings, collecting the
assessment and authorizing disbursement of funds collected by
CITY to the ASSOCIATION.
3.2 The City Manager or his designee shall review ASSOCIATION
quarterly reports.
3.3 The City Clerk/Treasurer shall disburse funds collected on a monthly
basis by the twenty-fifth (25
1
h) of the following month. Any
disbursements provided for in this Agreement shall not be made
unless the ASSOCIATION is in complete compliance with all of the
provisions of this Agreement.
3.4 Except as may be required by the Public Records Act, certain types
of information obtained and possessed by the CITY, including but not
limited to certain tax data, have been determined to be confidential
information by tile City Attorney, and will not be made available to a
requesting party or the ASSOCIATION.
Section 4. DISBURSEMENTS
4.1 Each month, CITY shall disburse to the ASSOCIATION, an amount
equal to the total amount assessed or collected, if the actual amount
collected is less than the amount assessed less any refunds and/or
other adjustments. If the ASSOCIATION dissolves prior to or upon
the expiration of this Agreement, any unexpended monies will be
returned to the CITY as set forth herein in Section 14.
4.2 By the 30
1
h day of the first month of each quarter, ASSOCIATION
shall submit in duplicate, a quarterly report to the City Manager which
shall include the following:
u v ,,,n-l I"" '""'o,.tl I b
1. Supporting documentation of expenditures incurred in !he
previous quarter and an itemized request for disbllrsement
for the current quarter.
2. A statement by the ASSOCIATION certifying that
ASSOCIATION staff lime expended, if any, and all requests
for payment are for services periormed in accordance with
the provisions of this Agreement.
Section 5. NOTICES
5 1 The City Manager or his designee shall be the representative of
CITY for purposes of this Agreement and may issue all consents,
approvals, directives and agreements on behalf of the CITY, called
for by this Agreement, except as otherwise expressly provided in this
Agreement.
The President of the Board of Directors of the Association and/or
Executive Director shall be the representative of the ASSOCIATION
for purposes of this Agreement and may issue all consents,
approvals, directives and agreements on behalf of the
ASSOCIATION, called for by this Agreement, except as otherwise
expressly provided in this Agreement.
All notices and written communications sent by one party to the other
shall be personally delivered or sent by registered or certified U.S.
Mail, postage prepaid, return receipt requested to the following
addresses indicated below:
CITY:
ASSOCIATION:
City of Whittier
13230 Penn Street
Whittier, CA 90602
Attn: City Manager
Wtlittier Uptown Association
6717 Bright Avenue
Whittier, CA 90601
Attn: Executive Director
The effective date of any notice or written communications sent by
one party to the other shall be the date received if by personal
service, or 48 hours after deposit in the U.S. Mail as reflected by the
official U.S. postmark.
Either party may change its address by giving notice in writing to the
other party.
WUA Annual Agreement
Page 6
Section 6. OWNERSHIP OF DOCUMENTS
6.1 The work product prepared or acquired by ASSOCIATION pursuant
to this Agreement, including, but not limited to, any and all data,
documents, memoranda, sketches, drawings, photographs, audio
tapes, video tapes, computer disks, thumb/flash drives, designs,
plans, reports, investigations, and materials, (collectively and
individually, the "Work Product"), shall be and shall remain property
of CITY and the Area for the exclusive use of the Area.
ASSOCIATION shall have the right to retain copies of the Work
Product. ASSOCIATION acknowledges that the Work Product shall
be and shall remain confidential, except as provided herein, and
shall not be made available to any individual or organization without
the prior written consent of the CITY. The Work Product shall, upon
demand of the CITY, be delivered to the CITY without additional cost
or expense to the CITY.
Section 7. CONFLICT OF INTEREST
7.1 For the duration of this Agreement, ASSOCIATION specifically
acknowledges that it is subject to the CITY's conflict of interest
code and that it, or its employees, will not act as consultant or
petiorm services of any kind for any person or entity in regard to
the Area without the prior written consent of the CITY. In addition,
neither members of the Board of Directors of ASSOCIATION, nor
paid staff, if any, may enter into any contract on behalf of
ASSOCIATION, nor vote on any Area matters, when such contract
or matter would be of financial benefit to the member or Director
over and above the general financial benefit to all businesses in the
Area.
Section 8. COST RECORDS
8.1 ASSOCIATION shall maintain full and complete records regarding
the services perlormed pursuant to this Agreement in accordance
with generally accepted accounting principles. Such records shall
be open to the inspection of the CITY upon request.
8.2 The records maintained by the ASSOCIATION shall include, but
are not limited to, all receipts for expenditures and expenses
incurred. The City Manager reserves the right to request a contract
compliance audit at anytime during the term of the Agreement.
ASSOCIATION agrees to keep all receipts and other supporting
documents available for inspection during said audits and for a
period of three years after termination or expiration of this
Agreement.
VVW\ Annualt"<greement Page 7
Section 9. EQUAL OPPORTUNITY PROGRAM
9.1 The ASSOCIATION shall comply with the applicable
nondiscrimination and affirmative action provisions of the laws of
the United States of America, the State of California, and the CITY.
In performing this agreement, ASSOCIATION shall not discriminate
in its employment practices against any employee or applicant for
employment because of such person's race, religion, national
origin, ancestry, sex, sexual orientation, age, physical l1andicap,
marital status or medical conditions.
Section 10. AMENDMENTS
10.1 CITY may periodically request changes in the scope of services to
be performed by ASSOCIATION. Such changes, if any, which are
mutually agreed upon by and between the CITY and
ASSOCIATION, shall be incorporated by written amendment to this
Agreement.
1 0.2 This Agreement may not be amended except in writing by mutual
agreement of both parties. A failure to object to a breach of this
Agreement shall not constitute an amendment thereof, nor shall it
waive any future breach of the Agreement.
Section 11. INSURANCE
1 U Without limiting its obligations pursuant to Section 12 of this
Agreement, ASSOCIATION shall submit proof of Comprehensive
General Liability Insurance of minimum One Million Dollars
($1 ,000,000) single limit coverage, or statutorily required amounts,
whichever is greater. Proof of insurance stlall consist of a
Certificate of Insurance in amounts satisfactory to, and in a form
approved by City Attorney.
Furiher, ASSOCIATION shall obtain any additional kinds and
amounts of insurance which, in its own judgment, may be
necessary for the proper protection of any of its officers',
employees', agents, or authorized subcontractors' own actions
during the performance of this Agreement. Said policy or policies
sl1all be in a form to be reasonably approved by the CITY and shall
name the CITY, the City Cowwil, its officers, agents and
employees as additional insured by an endorsement to the policy.
Said endorsement shall provide that the CITY shall receive not less
than thirty (30) days prior written notice of cancellation of any
policies of insurance required hereunder.
Section 12. INDEMNITY
WUA Annual Agreement Page 8
12.1 The ASSOCIATION shall defend, indernnify, hold free and
harmless the CITY, its elected officials, its officers and employees,
from and against any and all damages to property or injuries to or
death of any person or persons, including attorney fees, and shall
defend, indemnify, save and hold harmless CITY, its elected
officials, its officers and employees from any and all claims,
demands, suits, actions or proceedings of any kind or nature,
including, but not by way of limitation, all civil claims, workers'
compensation claims, and all other claims resulting from or arising
out of the acts, errors or omissions of ASSOCIATION, its
employees and/or authorized subcontractors, whether intentional or
negligent, in the pertormance of this Agreement.
The CITY does not waive any rights against ASSOCIATION which
it may have by reason of the above hold harmless clause due to
the acceptance by the CITY of insurance policies described herein.
Section 13. ASSIGNMENT
13.1 This Agreement may not be sold, transferred or assigned by the
ASSOCIATION, or by operation of law, to any other person or
persons or business entity, without the CITY's written consent,
which consent shall be at the sole and absolute discretion of CITY.
Any such sale, transfer or assignment, or attempted sale, transfer
or assignment without written permission, may be deemed by the
other party to constitute a voluntary termination of this Agreement
and this Agreement shall thereafter be deemed terminated and
void.
Section 14. AREA ASSETS
14.1 In the event the Area is dissolved or otherwise discontinued, the
existing assets of the Area shall revert to and become the sole
property of CITY. However, said assets shall only be used: 1) to
pay the CITY any outstanding sums due to it by the Area, and 2) to
disburse the remaining assets after payment to CITY to the then
current members of the Area on a pro-rata basis.
Section 15. ATTORNEY FEES
15.1 If any action is brought in law or equity to enforce or interpret the
provisions of the Agreement, the prevailing party shall be entitled to
reasonable attorney fees in addition to any other relief to which it
may be entitled.
Section 16. SEVERABILITY
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VVUA Annual Agreement Page 9
16.1 If any clause, provision, or section of the Agreement shall be ruled
invalid by any court of competent jurisdiction, the invalidity of such
clause, provision, or section shall not affect any of the remaining
provisions hereof.
Section 17. WAIVER
17.1 Waiver by the CITY of any breach of any term, covenant or
condition herein contained shall not be deemed a continuing waiver
of such term, covenant or condition or any subsequent breach of
the same or any other term, covenant or condition herein
contained.
Section 18. SECTION HEADINGS
18.1 The section headings of the Agreement are for convenience and
reference only, and shall in no way be deemed to define, limit, or
add to the meaning of any provision ofthe Agreement.
Section HJ. GOVERNING LAW/COMPLIANCE WITH LAWS
19.1 The Agreement shall be governed by, and construed in accordance
independent with, the laws of the State of California. The parties
hereto agree to be bound by all federal, state and local laws,
ordinances, regulations and directives pertaining to the services to
be performed hereunder. All disputes arising hereunder shall be
subject to the jurisdiction of the County of Los Angeles, California.
Section 20. DATE FOR REFERENCE PURPOSES
20.1 The Effective Date of the Agreement shall be the date on which it is
executed by the CITY. The date of the Agreement is for reference
purposes only.
Section 21. COUNTERPARTS
21.1 The Agreement may be executed in several counterparts, eacll of
which shall be an original and all of which shall constitute but one
and the same instrument.
Section 22. EXTENT OF AGREEMENT
22. i The Agreement represents the entire and integrated agreement
between the CITY and ASSOCIATION and supercedes any and all
pnor negotiations, representations, or agreements, either oral or
written.
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WUA Annual Agreement Page 10
Section 23. CORPORATE AUTHORITY
23.1 The persons executing this Agreement on behalf of the Parties
hereto warrant that they are duly authorized to execute this
Agreement on behalf of said Parties and that by doing so, the
Parties hereto are formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF, this Agreement is executed by THE CITY OF
WHITTIER, acting by and . through its Mayor, and the WHITTIER UPTOWN
ASSOCIATION, acting by and through its President.
DATED: __,_r<..:...v_-_N_:-_1 -=-l_
DATED: __________ __
CITY OF WHITTIER
/ //
I (f
! 7
Y W. COLLIER, City Manager
WHJJ"TiER UPTOWN ASSOCIATION
BY:.
AL AN NAKKEN, Executive Director
RICHARD D.
. ,.
ATTEST:
BY: JC}vvt'
KATHRYN A. MAR
WUA Annual Agreement Page i i
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EXHIBIT A
' ..
REVENUES
EXPENSES
Assessments
Events
Other
Audit
Accounting
13ank Charges
Electrical Panels
Equipment Maintenace
Equipment Rental (copier)
Insurance
Office Supplies
Utilities
Payroll
Payroll Taxes
Postage
Printing
Office Rent
Storage
Telephone /Internet
Taxes I Licenses I Permits
Legal Fees
Events Projected Expenses
Street Cleaning
Public Relations I Marketing
Total Budget 2013
Operation Revenue w/out Sponsorships
Sponsorship Income
Net Profit Loss After Sponsorships
115,000
111,040
226,040
2,000
3,600
200
1,000
2,000
4,000
3,000
1,500
200
125,000
15,000
1,250
1,500
9,000
1,500
2,500
4,500
4,000
74,720
12,000
17,635
286,105
37,440
73,600
13,535
101112012












Exhibit D
LAW OFFICES OF I<ELLY AVILES
City Council
Mayor Bob Henderson
bob@hendersoninsure. com
Mayor pro tern Cathy Warner
r:atf?ywarner@earthlink. net
Councilman Fernando Dutra
jdutrawcc@gmail. com
Councilman Joe Vinatieri
jvcc@bewlrylaw.t'Om
Councilman Owen Newcomer
newcomer _ciryhall@charter. net
City of Whittier
6136 Adobe Road
Twentynine Palms, CA 92277
October 11, 2013
Board of Directors
Art Garcia
info@crystalmarquis. com
Elizabeth Apodaca, Esq.
lii!)myattornryla. com
Hector Alvarado
hector@cballiance. net
Rick Gonzales
rkk.gonzales@wuhsd ot;g
Ernest Gonzalez
gsryclery@yahoo. com
Marilin Brinegar
marilin@pourlebain.t'Om
John Parker
john@whittieruptown. ot;g
Michelle Morales
michelle.morales@gmail. com
Stuie Eisen
stuiesbagels@?;erizon. net
Whittier Uptown Association
6717 Bright Ave.
Whittier, CA 90601
NOTICE OF BROWN ACT VIOLATION
DEMAND TO CEASE AND DESIST pursuant to Gov. Code section 54960.2
Dear Whittier City Council and Whittier Uptown Association Board of Directors:
This office represents Citizens for Transparency in Uptown, a group of concerned citizens and business
owners who are troubled about the lack of transparency related to the Whittier Uptown Association
("Association"). Please direct all further communications regarding this matter to our office.
BACKGROUND
On November 26, 1969, pursuant to Ordinance No. 1878, the City created a Business Improvement
Area known as the "Uptown Whittier Business Improvement Area."
1
The Business Improvement
1
The City has since passed numerous other ordinances which amended certain aspects of the Uptown Whittier Business
Improvement Area, including but not limited to: Ordinance No. 2300 on May 24, 1983, Ordinance No. 2604 on July 1993,
Ordinance No. 2636 on November 1, 1994, Ordinance o. 2831 on November 25, 2002, and Ordinance No. 2851 on
November 23, 2004, and Ordinance No. 2904 on November 20. 2007. All references to the Ordinance throughout this
correspondence collectively refer to the original ordinance and all amendments.
1502 Foothill Boulevard, Suite 103-140. La Verne, California 91750
Phone: (909) 991-7560. Fax: (909) 991-7594. Email: kaviles@opengovlaw.com
Law Offices of Kelly A. Aviles
Whittier City Council
October 11, 2013
Page 2


Area was originally formed pursuant to Streets and Highways Code 36000 et seq., and currently exists
pursuant to Streets and Highways Code 36500 et seq.

Pursuant to the Ordinance and enabling laws, a business license tax (the Assessment) is imposed on
businesses within Uptown Whittier area. Pursuant to an agreement between the City and the
Association, the City forwards the revenue collected from the Assessment to the Association.

The Whittier Uptown Association is a non-profit 501(c)(6) corporation, and operates for the stated
mission of promoting the progress and welfare of the Uptown Business Community. Its
membership includes all business located within the Uptown Whittier Business Improvement Area for
which an annual business license tax is levied pursuant to Whittier Municipal Ordinance No. 2604.

Street and Highways Code, section 36530 requires that the city council appoint an advisory board to
make recommendations to the city council regarding the expenditure of revenues derived from the
Assessments collected from the Business Improvement Area.
2
To carry out this mandate, in each
agreement that the City has entered into with the Association, including the most recent executed
December 14, 2012, the City includes a provision which states:

as required by the California Streets and Highways Code, Section 36530, the City
Council hereby appoints the Board of Director's of said ASSOCIATION as the
advisory board which shall make recommendations to the City Council regarding
the expenditure of revenues derived from said Assessment.

The Ralph M. Brown Act, Government Code section 54950, et seq. requires that meetings of local
legislative bodies be conducted openly. The Legislature's intent in enacting the Brown Act was
explicitly set forth in Government Code, section 54950:

It is the intent of the law that their actions be taken openly and that their
deliberations be conducted openly. The people of this State do not yield their
sovereignty to the agencies which serve them. The people, in delegating authority,
do not give their public servants the right to decide what is good for the people to
know and what is not good for them to know. The people insist on remaining
informed so that they may retain control over the instruments they have created.

Legislative bodies which are subject to the act include not only the governing body of a local agency,
but any commission, committee, board, or other body of a local agency, whether permanent or
temporary, decision making or advisory, created by charter, ordinance, resolution, or formal action of a
2 Streets and Highways Code 36530, states: The city council shall appoint an advisory board which shall make a
recommendation to the city council on the expenditure of revenues derived from the levy of assessments pursuant to this
part, on the classification of businesses, as applicable, and on the method and basis of levying the assessments. The city
council may designate existing advisory boards or commissions to serve as the advisory board for the area or may create a
new advisory board for that purpose. The city council may limit membership of the advisory board to persons paying the
assessments under this part. The city council may appoint the advisory board prior to adoption of the resolution of intention
to create the area, so that the advisory board may recommend the provisions of the resolution of intention.


Law Offices of Kelly A. Aviles
Whittier City Council
October 11, 2013
Page 3


legislative body. (Gov. Code, 54952(b).) Additionally, the Act also governs any board, commission,
committee, or other multimember body that governs a private corporation, limited liability company, or
other entity that is created by the elected legislative body in order to exercise authority that may
lawfully be delegated by the elected governing body to a private corporation, limited liability company,
or other entity. (Gov. Code, 54952(c)(1).)

Pursuant to these two sections, the Association is subject to the Brown Act and must comply with all
of the open meeting requirements set forth therein.

Unfortunately, the Association has never complied with the Brown Act. Also, when the Whittier City
Attorney was asked about the Associations lack of compliance, the City Attorney advised that the
Association was not subject to the Brown Act.

Additionally, the Board of the Uptown Association has created another body, the Friends of Uptown,
which does not comply with the Brown Act. Once an agency subject to the Brown Act creates another
body, that body is also subject to the Brown Acts requirements. The Association cannot simply shield
itself from compliance with the Brown Act by using another corporation to do its business.

Therefore, Citizens for Transparency in Uptown submits this demand for an unconditional
commitment to cease and desist pursuant to Government Code, section 54960.2.

CURE AND CORRECT DEMAND

Pursuant to Government Code section 54960.1, you have 30 days from the receipt of this demand to
either cure and correct the challenged actions, as set forth above, or inform the undersigned of your
decision not to do so. If you fail or refuse to cure or correct as demanded, my clients may seek judicial
invalidation of the challenged actions pursuant to section 54960.1, in which case, they will also seek an
award of court costs and reasonable attorney fees pursuant to Government Code section 54960.5.

CEASE AND DESIST DEMAND

The Brown Act, section 54960 allows any interested person to commence an action by mandamus,
injunction, or declaratory relief for the purpose of stopping or preventing violations or threatened
violations, to determine the applicability of this chapter to ongoing actions or threatened future
actions of the legislative body, or to determine the applicability of this chapter to past actions of the
legislative body.

Therefore, my client demands that the City and the Association acknowledge that the Whittier Uptown
Association and Friends of Uptown are both subject to the Brown Act, and make an unconditional
commitment that both will comply with all aspects of the Brown Act in the future.

Pursuant to Government Code section 54960.2, you have 30 days from the receipt of this cease and
desist demand to provide my clients with an unconditional commitment that you comply as set forth
Law Offices of Kelly A. Aviles
Whittier City Council
October 11, 2013
Page 4


above. The unconditional commitment must be approved by the Council in open session at a regular
or special meeting as a separate item of business, and not on its consent agenda. If you fail or refuse to
cease and desist as demanded, such action will lead my client to file an action pursuant to Government
Code section 54960, in which case, it will seek an award of court costs and reasonable attorney fees
pursuant to Government Code section 54960.5.

ADDITIONAL RELATED CONCERNS

Suspension: It appears from records obtained from the Secretary of State, that the Associations
corporate status was suspended from 2006 to 2010. However, during this time, the Association
received more than $300,000 in Assessments from the City. This is in direct contradiction to the Citys
Agreement with the Association, which requires that the Association provide verification of its
corporate non-profit status prior to distribution of funds by the City to the Association. Unless
documents were fraudulently manufactured to conceal this fact, it seems that the City has been
negligent in their duty to inspect the required documentation prior to the disbursement of funds to the
Association, and has distributed funds in direct contradiction to this mandate.

Conflict of Interest: It appears that one of the members of the board of the Association, Elizabeth
Apodaca, has also acted as the Associations attorney, and received payment for such work. This seems
to be clearly prohibited by both the Agreement between the City and the Association, and possibly by
applicable conflict of interest laws.

Public Records Act: As the Board of both the Uptown Association and Friends of Uptown are
subject to the Brown Act, their records are also subject to the California Public Records Act.
Therefore, the City and Uptown are required to produce all documents that meet the definition of
public records, and which are not subject to exemption, upon a request by any citizen.

PUBLIC RECORDS REQUEST

On behalf of my client, pursuant to Government Code 6250, et seq., commonly referred to as the
California Public Records Act, please provide my office with copies of the following documents, related
to the Whittier Uptown Association:

1. All internal communications, including correspondence, emails, or memoranda, between the
City, its officials, employees, or agents, regarding Whittier Uptown Association from 2006 to
the present.
2. All external communications between the City and any third party regarding Whittier Uptown
Association from 2006 to the present.
3. All yearly independent audits of the Whittier Uptown Association from 2006 to the present.
4. All documents submitted by the Whittier Uptown Association to the City from 2006 to the
present, not including the annual budget or the quarterly reports.

Law Offices of Kelly A. Aviles
Whittier City Council
October 11, 2013
Page 5
CONCLUSION
All of these issues either stem from or aided by a lack of transparency. As is often said, sunshine is the
best disinfectant. It is my client's sincere hope that litigation will not be necessary to force the City and
both the Whittier Uptown Association and the Friends of Uptown to comply with our state's very
important transparency laws.
For the Firm,
Kelly Aviles
cc: Jeff Collier, City Manager, via email only to jcollier@ciryofwhittier. O'fX
Richard Jones, Jones & Mayer, City Attorney, via email only to rqz@iones-mqyer.com
Eileen Alvarez, Whittier Uptown Association, via email only to Ei/een@whittieruptown.org
Marie, Whittier Uptown Association, via email only to Marie@whittieruptown.org












Exhibit E

JONES & MAYER
ATTORNEYS AT LAW
3777 NORTH HARBOR BOULEVARD FULLERTON, CALIFORNIA 92835
(714) 446-1400 (562) 697-1751 FAX (714) 446-1448
Richard D. Jones*
Partners
Martin J. Mayer
Kimberly Hall Barlow
James R. Touchstone
*a Professional Law
Corporation
OfGmmsel
Michael R. Capizzi
Dean J. Pucci
Steven N. Skolnik
Richard L. Adams ll
Jamaar Boyd-Weatherby
Baron J. Bettenhausen
Christian L. Bettenhausen
Paul R. Coble
Keith F. Collins
Michael Q. Do
Thomas P. Duarte
Elena Q. Gerli
Katherine M. Hardy
Krista MacNevin Jee
Ryan R. Jones
November 7, 2013
Via Facsimile No. 909- 392-0055
and U.S. Mail
Kelly A. Aviles
Law Offices of Kelly A. Aviles
1502 Foothill Boulevard, Suite 103-140
La Verne, California 91750
Robert Khuu
Gary S. Kranker
Christopher F. Neumeyer
Kathya M. Oliva
Gregory P. Palmer
Re: Whittier Uptown Association and the Friends of Whittier
Dear Ms. Aviles,
Danny L. Peel man
Harold W. Potter
Denise L. Rocawich
Yolanda M. Summerhill
lvyM. Tsai
Consultant
Mervin D. Feinstein
Our office serves as legal counsel for the City of Whittier in the above-mentioned matter. In your
October 11, 2013 letter ("Letter"), you allege that the City Council formally created the Whittier
Uptown Association ("Association"), and, by that act, meetings of the Association are subject to
the requirements of the Brown Act. You also make the additional allegation that the meetings of
the Friends of Uptown are also subject to the Brown Act, because the Association created the
Friends of Uptown. You then make the following general allegations: 1) The City was negligent
in administering its professional services agreement with the Association because the
Association's nonprofit corporate status was suspended from 2006 to 2010; and 2) Elizabeth
Apodaca, a member of the Association's board, cannot serve as legal counsel for the Association
because she has a conflict. Finally, you conclude your letter by making a request for public
records under the California Public Records Act. This letter serves solely to respond to your
allegations and does not serve as an acknowledgment by the City relating to the sufficiency of
your demand under Government Code section 54960.1.
2
November 7, 2013
Kelly A. Aviles
1. Deficient Demand under Government Code section 54960.1
The Letter's demand to cure and correct pursuant to Government Code section 54960.1 is
deficient.
1
In order to make a sufficient demand under Section 54960.1, the demand must allege a
specific action taken by the City Council.
2
Additionally, Section 54952.6 defines "Action taken"
as a "collective decision made by a majority of the members of a legislative body, collective
commitment or promise by a majority of the members of a legislative body to make a positive or
negative decision, or an actual vote by a majority of the members of a legislative body when
sitting as a body or entity, upon a motion, proposal, resolution, order or ordinance." In this case,
the Letter does not allege any specific action taken, as defined, by the City Council, or
Association and Friends of Uptown, which was taken in violation of the Brown Act. It only
makes the general allegation that the Brown Act is not being generally complied with by the
Association, Friends of Uptown, and the City Council. Thus, the Letter fails to make any
allegations that a specific action taken by the City Council, the Association, or the Friends of
Uptown was in violation of the Brown Act. As a result, the Letter makes a deficient demand to
cure and correct pursuant to Section 54960.1.
2. Brown Act Compliance.
The Letter alleges that the Association and the Friends of Uptown are subject to the Brown Act,
because they are both, 1) a legislative body created by formal action of the City Council (per
Section 54952(b)) and, 2) the Association is a private nonprofit which was created by the City
Council in order to exercise authority that was delegated to it by the City Council (per Section
54952(c)(1)). Additionally, you allege that the Friends of Uptown, as a body created by the
Association, is also subject to the Brown Act, because the Association itself is subject to the
Brown Act.
a. The Association and Section 54952(b ).
Generally, Section 54952(b) states that subservient bodies created by the City Council created by
charter, ordinance, resolution, or formal action of the City Council are governed by the Brown
Act. In the case of the Association, it was incorporated in or about July 13, 1954 as a nonprofit
entity. A search of City records has been unable to locate any records indicating the Association
was created by any action of the City Council. Moreover, the Association's records do not
indicate that the City Council took any formal action to order the creation of the Association. In
fact, the records provided by the Association indicate that it was related to and/or created by
action of the Whittier Chamber of Commerce on or about July 13, 1954. This date predates the
creation of the Whittier Uptown Business Improvement Area (i.e., the Whittier Uptown Business
Improvement Area was created on or about May 24, 1983). Therefore, when the Association's
Board of Directors meets solely in its capacity as the Association on matters solely pertinent to
1 Unless otherwise specified, all code references shall be to the California Government Code.
2 By way of example, 54960.l(c)(l) states that "the written demand shall be made within 90 days from the date
the action was taken unless the action was taken in an open session but in violation of Section 54954.2, in which
case the written demand shall be made within 30 days from the date the action was taken."
3
November 7, 2013
Kelly A. Aviles
the Association, the Association is not a Brown Act body under Section 54952(b ), because it is
not a City-created body.
b. The Association and Section 54952(c).
The Brown Act also provides that private corporations, limited liability companies, and other
entities which are created by the City Council for the purpose of exercising authority which is
lawfully delegated to them by the City Council, are covered entities under the Brown Act.
3
In the
case of the Association, it was incorporated on or about July 13, 1954 as a nonprofit entity. As
noted above, neither the City's or Association's records show that it was created by the City
Council. On other hand, a private nonprofit is subject to the Brown Act if it receives funding
from the City and has a Council member on its governing board.
4
In this case, the Association
only receives funding from the City in connection with providing services through a professional
services agreement with the City, but no City Council members sit on its governing body as a
voting member. Thus, Section 54952(c)(2) is not applicable to the Association's Board of
Directors when it is meeting in its capacity as the Association on matters solely pertinent to the
Association.
c. The Advisory Board.
The Association was also appointed as the Advisory Board for the Whittier Uptown Business
Improvement Area. To the extent that the Association's Board of Directors meets in its capacity
as the Council-created and appointed Advisory Board, as described under California
Streets & Highways Code section 36530, those meetings of the Advisory Board are subject to
Brown Act requirements. This would include any discussion of matters within the Advisory
Board's jurisdiction.
5
The Advisory Board was created by the City Council pursuant to
California Streets & Highways Code section 36530 and its members were appointed pursuant to
the same code section. Thus, Section 54952(b) applies to the Association's Board of Directors
when it is meeting as the City Council created and appointed Advisory Board on matters pertinent
to the Advisory Board. To the extent that the Association has met as the Advisory Board, the
Association has complied with Brown Act requirements in cooperation with City staff.
d. Friends ofUptown
The Friends of Uptown was created as a 501(c)(3) nonprofit by the Association; therefore, the
Letter alleges that the meetings of the Board of Directors for the Friends of Uptown must comply
with the Brown Act. In the past, three out of the nine directors of the Friends of Uptown were also
3
Cal. Gov. Code 54952(c)(l)(A); Epstein v. Hollywood Entertainment District II Business Improvement District,
85 Cal. App. 4
111
152 (2000).
4
Cal. Gov. Code 54952(c)(l)(B).
5
The purpose of the Advisory Board is to make recommendations to the City Council on the expenditure of
revenues derived from the Uptown Business Improvement Area Assessment, the classification of businesses subject
thereof, and on the method and basis of levying the assessments. Cal. Streets & Highways Code 36530.
4
November 7, 2013
Kelly A. Aviles
members of the Association's Board of Directors. Now, only two of those nine directors are
members ofthe Friends of Uptown's Board of Directors. According to the Association's website,
it has nine board of directors (four of which are pmi of the Executive Board, four of which are
part of the Board of Directors, and one member is an ex officio member). Outside of the initial
incorporation filing, our office has been informed that funding for the Friends of Uptown comes
solely from community donations. As discussed above, because the Association is not a Brown
Act body, the Friends of Uptown is not required to comply with the Brown Act for its meetings.
Nevertheless, assuming that the Brown Act applies to the Association, it still would not apply to
the Friends of Uptown because, while some of its directors are members of the Association's
directors, the Friends of Uptown is not funded by the Association or the City.
3. General Allegations
a. The Association's Nonprofit Status
Your letter further alleges that the Association had a lapse in its corporate status between 2006
and 2010, and that this is potentially a violation of the Professional Services Agreement between
the City and the Association. While this concerns an action in the past, the Association has
informed the City that the lapse in corporate status during that time period did not run for the
entire period nor was it related to any tax or financial related reasons (i.e., the Association
apparently did not file its paperwork on time). Nevertheless, the Association has represented that
it still maintains its nonprofit corporate status. The City Council has no obligation to take any
action to address this issue which has been corrected.
b. Conflicts for Elizabeth Apodaca
Your letter alleges that there might be a conflict of interest for one of the Association's board
members. One of the board members has acted as the Association's attorney, and received
payment for such work, and the Letter states that this is the basis of a conflict. Section 7.1 of the
current professional services agreement with the Association indicates that the Association has
specifically subjected itself to the City's conflict of interest laws, and that it and its employees
agree to not perform services of any kind for any person or entity in regard to the Whittier
Uptown Business Improvement Area. Additionally, Section 7.1 prohibits any member of the
Association's Board of Directors from entering into a contract on behalf of the Association if the
contract or matter would be to the financial benefit to the particular member which would be over
and above the general financial benefit to all business in the Whittier Uptown Business
Improvement Area.
There is no conflict due to a board member providing legal services to the Association. The
relevant board member, Ms. Elizabeth Apodaca, has provided legal services to the Association's
Board of Directors in its capacity as the Board of Directors for the Association (as opposed to the
Advisory Body), and, based upon information provided by the Association, Ms. Apodaca
abstained from the vote upon her contract with the Association for legal services. The activities
prohibited involve the Association providing services to a person or entity with regard to the
Whittier Uptown Business Improvement Area. In this case, Ms. Apodaca has provided services to
5
November 7, 2013
Kelly A. Aviles
the Association itself and not another party. Additionally, because the Association's Board of
Directors, when not acting as the Advisory Board, is not a body of the City, as discussed above,
then the Political Reform Act and Section 1090 do not apply. Otherwise, any other potential
conflicts would be completely internal to the Association. Our office has been informed that the
Association has taken steps to avoid those internal conflicts of interests including those discussed
above. Insofar as the Advisory Board is concerned, Ms. Apodaca does not operate as legal
counsel for the Advisory Board. Because the Advisory Board is a City-body, the Office of the
Whittier City Attorney serves as its legal counsel.
c. Public Records Act Request
Your public records request is being processed by the City Clerk's office in the normal and
ordinary course ofbusiness.
4. Conclusion.
For the forgoing reasons, the Association and the Friends of Uptown are not subject to the Brown
Act open meeting requirements. Additionally, your demand for cure and correction pursuant to
Section 54960.1 has not been made against a specific action taken by the City Council, the
Association, or the Friends of Uptown, and is an insufficient demand. As stated above, this letter
serves solely to respond to your allegations made in your Letter and does not constitute an
acknowledgment on the City's part of your insufficient demand.
Should you have any questions regarding this letter, please contact the undersigned.
RLA/dm

Richard L. Adams, II
Assistant City Attorney
City of Whittier
cc: Jeff Collier, City Manager, City of Whittier
Kathryn Marshall, City Clerk-Treasurer, City of Whittier
Elizabeth Apodaca, Acting Executive Director, Whittier Uptown Association












Exhibit F
Executive Board
Rick Gonzales
President
-Spin Lounge-
John Parker
Vice-President
-Parker Remodeling &
Construction-
Marilin Brinegar
Secretary
-Pour Le Bain-
Art Garcia
Treasurer
-Crystal Marquis-
Directors At-Large
Stuie Eisen
-Stuie' s Bagel' s-
Ernest Gonzalez
-G' s Cyclery-
Chuck Marsden
-Marsden Shoes-
Michelle Morales
-Marinello's School of Beauty-
Gary Couso-Vasquez
-Vernon Security, Inc-
Ex-Officio ~ -
Hector Alvarado
-Coldwell Banker Alliance-
Whittier Uptown
Office
Eileen Alvarez
Office Manager ::-:.;;
Interim Staff
Liz Apodaca
My Attorney
--
Via e-mail kaviles@opengov law. com
And U.S. mail
Kelly Aviles
Law Offices of Kelly Aviles
1502 Foothill Blvd. Suite 103-140
La Verne, CA 91750
November 13, 2013
Re: Your Letter Dated October 11, 2013
Dear Ms. Aviles:
The Board of Directors of the Whittier Uptown Association (the "Board") is in agreement
with the legal analysis contained in the letter to you dated November 7, 2013from Jones &
Mayer, legal counsel for the City of Whittier, a copy of which is attached for your
reference. In response to the "Notice of Brown Act Violation" dated October 11,2013,
the attached letter from Jones & Mayer serves as a response on behalfofthe Uptown
Association in its capacity as an advisory board to the Whittier City Counsel. In its non-
advisory board capacity, the Uptown Association responds that it is not subject to the
requirements of the Brown Act for the reasons stated in the Jones & Mayer letter, and it
will continue to conduct its operations as independent 501(c)6 corporation.
President,
Whittier Uptown Assoc.hti
Board of Directors
cc: Jeff Collier, City of Whittier
.ft .
~ ~ - : .
6717 Bright Avenue Whittier CA 90601
Tel. (562) 696-2662 I Fax (562) 696-3763 + email: info@whittieruptown.org + website: WhittierUptown.org