PVPTA Joint Powers Agreement (1992) r ,
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JOINT POWERS AGREEMENT BY AND AMONG THE
CITIES OF RANCHO PALOS VERDES, PALOS VERDES
ESTATES AND ROLLING HILLS ESTATES, CREATING A
PALOS VERDES PENINSULA TRANSIT AUTHORITY
THIS AGREEMENT is executed as of May 5 , 1992 ,
by and among the Cities of Rancho Palos Verdes, Palos Verdes
Estates and Rolling Hills Estates, each of which is a municipal
corporation of the State of California.
WITNESSETH:
WHEREAS, the Cities of Palos Verdes Estates, Rolling
Hills Estates and Rancho Palos Verdes desire to form a Joint
Powers Authority ("Authority") pursuant to a Joint Powers
Agreement ("Agreement") to provide public transit on the Palos
Verdes Peninsula; and
WHEREAS, the parties to this Agreement have a mutual
interest in providing public transit to serve citizens of the
member agencies; and
WHEREAS, the Authority contemplates receiving
Proposition A funds through the Los Angeles County Transportation
Commission and funds from all other legally available sources to
support public transit programs provided under this Agreement;
and
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WHEREAS, by this Agreement the parties hereto intend
jointly to exercise their powers to accomplish common objectives.
NOW, THEREFORE, the parties hereto for and in
consideration of the mutual benefits, promises, and agreements
set forth herein do agree as follows:
Section 1. Purpose.
This Agreement is made pursuant to the provisions of
Article 1, Chapter 5, Division 7, Title 1 of the Government Code
of the State of California (commencing with Section 6500 and
hereinafter called "Act") relating to the joint exercise of
powers common to public agencies. Each of the public agencies
mentioned above possesses the powers referred to in the recital
hereof. The purpose of this Agreement is to study, implement,
and provide a public transit system within the territory over
which the Authority has jurisdiction (see map attached hereto as
Exhibit A) . The parties desire to provide such services as an
alternative to the private automobile, to assist those without
private transportation, to assist in meeting environmental goals,
to improve fuel conservation, and to secure the efficiencies of
joint operation and service that are available through a unified,
cooperative effort.
Section 2 . Term.
This Agreement shall become effective as of February
21, 1992, which is the date of the first meeting of the Board of
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Directors of the Authority, and shall continue in force and
effect until terminated by the parties hereto as provided in this
Agreement.
Section 3 . Creation of Authority.
There is hereby created a public entity to be known as
the "Peninsula Transit Authority. " Said Authority shall be a
public entity separate and apart from the public agencies which
are parties to this Agreement. The debts, liabilities, or
obligations of Authority do not constitute debts, liabilities or
obligations of any member agency which is a party to this
Agreement. The Authority cannot require the member agencies to
contribute money or services to the Authority without the consent
of the governing body of each agency so contributing.
Section 4 . Powers.
The Authority shall have the powers common to the
public agencies which are parties to this Agreement, to acquire
such information as may be necessary and required for the instal-
lation of transit facilities and the acquisition of transit
equipment to serve the transit needs of the citizens residing
within the territorial limits of the agencies which are members
of this Agreement, to develop short and long range plans to serve
the transit needs of the citizens residing within the territorial
limits of the agencies which are members of this Agreement, to
implement and operate the transit services, including the letting
of contracts to implement the transit plan or the operation
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thereof. The Authority is hereby authorized, in its own name, to
do all acts necessary for the exercise of such common powers for
such purposes, including, but not limited to, any of the
following: to apply for, receive and utilize all forms of
financial assistance for public transit facilities or services,
including, but not limited to, contributions, grants, alloca-
tions, federal and state loans, revenue or other assistance from
the County, or local governments or other sources; to make and
enter into contracts and leases; to employ independent contrac-
tors, agents and employees; to acquire, develop, maintain, and
operate the facilities for transit service to serve citizens
residing within the territorial limits of the agencies that are
parties to this Agreement; to hold or dispose of real and perso-
nal property, including transit equipment and facilities; to
incur debt, liabilities, or obligations; to invest monies not
needed for immediate necessities; to adopt a conflict of interest
code and have the power to sue and to be sued in its own name.
Such powers shall be exercised in the manner provided in the Act,
and, except as expressly set forth herein, subject only to such
restrictions upon the manner of exercising such powers as are
imposed upon the member agencies in the exercise of similar
powers. Notwithstanding the generality of the foregoing, the
Authority shall have no power to bind any of the member agencies
to any monetary obligation whatsoever other than those expressly
and specifically authorized by the mutual consent of all the
member agencies. The Authority shall have no power of eminent
domain or condemnation.
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Section 5. Organization.
A. Board of Directors
The Authority shall be governed by a Board of Directors
composed of six members, each serving in his/her individual
capacity as members of the governing board. Each individual
member of the Board of Directors shall have one vote. Each
governing body of the respective member agencies shall appoint
two (2) regular members to the Board of Directors from its
governing body. Each member agency shall also appoint an
alternate member who shall be entitled to vote at any Authority
meeting in the absence of one of the regular members. Regular
and alternate members appointed to the Board of Directors shall
serve at the pleasure of their respective appointing bodies and
until their respective successors are appointed. Each member
agency shall notify the Authority in writing of its appointments
or of any change of its representative.
B. Adoption of Bylaws
The Authority shall adopt Bylaws which shall establish
and govern the practices and substantive responsibilities of the
Board of Directors. Said bylaws are subject to the approval of
each member agency.
C. Meetings of the Board
The Board of Directors shall establish its regular
meeting schedule; provided, however, it shall hold at least
one (1) regular meeting during each quarter of each fiscal year.
The date, hour and place of the holding of the regular meetings
shall be fixed in the bylaws or by resolution of the Board of
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Directors, and a copy of such resolution shall be filed with each
party hereto. Regular meetings may be adjourned from time to
time. Special meetings may be called by the Chairperson or upon
written request of any four members of the Board. Members shall
be given at least twenty-four (24) hours written notice of
special meetings.
D. Ralph M. Brown Act
All meetings of the Board of Directors of the
Authority, including without limitation, regular, adjourned
regular, and special meetings, shall be called, noticed, held,
and conducted in accordance with the provisions of the Ralph M.
Brown Act (commencing with Section 54950 of the Government Code) .
E. Quorum
Three members of the Board of Directors with at least
one member present from each of the agencies which is a party to
this Agreement shall constitute a quorum for the transaction of
business, except that a lesser number may adjourn for lack of a
quorum. Any action taken by the Board requires a majority vote
of those present but in no case less than one affirmative vote
from each member agency.
F. Officers
The Board of Directors shall elect a Chairman and Vice-
Chairman and the Vice-Chairman shall act in the absence of the
Chairman. The Board of Directors shall also elect such other
officers as deemed necessary, who may not necessarily be a member
of the Board of Directors, in which case they shall be non-voting
officers.
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All officers shall serve for a term of one year from
the date of their election or until their successors are elected.
The Chairman or Vice-Chairman is authorized to execute all
documents in the name of the Authority.
G. Administration
The Board of Directors may, in its discretion, appoint
an Administrator of the transit system, to serve at the pleasure
of the Board, and to have the power to certify Authority
documents as required by law and to assume such duties and
responsibilities as the Board may direct.
H. New Members
The Authority may accept new public agency members upon
the unanimous written consent of the existing members and the
written agreement of the new member to be bound by the terms of
this Agreement, the Bylaws of the Authority, and any other
agreements to which the Authority is a party.
Section 6. Financial Provisions.
A. Fiscal Year
For the purposes of this Agreement, the term "fiscal
year" shall mean the fiscal year as established from time to time
by the member agencies, being, at the date of this Agreement, the
period from July 1 in any calendar year to and including the
following June 30 in the succeeding calendar year.
B. Annual Budget
The Bylaws of the Authority shall set forth a procedure
for adoption of an annual budget.
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C. Assistance to Authority
1. The parties to this Agreement may, in accordance
with Government Code Section 6504, in appropriate circumstances
and only if first approved by the governing body of each member
agency; (a) make contributions from their treasuries for the
purposes set forth herein, (b) make payments of public funds to
defray the costs associated with such purposes, (c) make advances
of public funds for such purposes, such advances to be repaid as
provided herein, or (d) use their personnel, equipment, or
property in lieu of other contributions or advances. Such sums
shall be paid to and disbursed by the Authority.
2. In accordance with Government Code Section 6513,
all of the privileges and immunities from liability, exemptions
from laws, ordinances and rules, all pension, relief, disability,
worker's compensation, and other benefits which apply to the
activity of officers, agents or employees of each member agency
when performing their respective functions within the territorial
limits of their respective member agencies, shall apply to them
to the same degree and extent while engaged in the performance of
any of their functions and duties extraterritorially.
D. Notice of Expected Contribution
The Treasurer of the Authority, as defined in
Paragraph G of this Section, must advise each member agency of
its expected contribution under this Agreement no later than
March 1st of each year for the following fiscal year.
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411E. Disposition of Assets
Upon the termination of this Agreement or withdrawal of
a member agency, any assets acquired by the Authority shall be
disposed of in accordance with applicable law. To the extent
that such property may be distributed to the member agencies, the
same shall be distributed in proportion to the contribution made
by each pursuant to this Agreement. The member agencies shall
execute any instruments of conveyance necessary to effectuate
such distribution or transfer. For purpose of computation, the
aggregate of all money and property provided by each member
agency during the entire term of this Agreement shall be deemed
to constitute the contributions made by each.
F. Expenditures
The Board of Directors shall establish procedures and
policies to insure competitive prices for the purchases of goods
and services. Formal bidding shall not be required unless
directed specifically by the Board of Directors or unless
required by state or federal law. Particularly in the purchase
of equipment, including buses, the Board may consider the design,
maintenance and operating costs, and other similar factors in
determining the most suitable equipment and need not purchase
equipment having the lowest initial cost.
G. Treasurer
Pursuant to Section 6505.5 of the Government Code, the
Treasurer of the City of Rancho Palos Verdes is hereby appointed
as the Treasurer of the Authority. The Treasurer shall have the
powers and duties set forth in Section 6505.5. If the City of
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111 !IIRancho Palos Verdes chooses not to utilize its Treasurer to serve
as Treasurer of the Authority or if the Board determines that
someone else should serve as Treasurer, the Board of Directors
shall determine who will perform these functions. The Treasurer
shall maintain separate books of account to record the financial
transactions of the Authority, including cash receipts, cash
disbursements and a general ledger, if needed. The Treasurer
shall be strictly accountable for all funds as required by the
Act and Section 6505 thereof.
H. Annual Audit
The Board of Directors shall cause an annual audit to
be prepared and filed in accordance with Section 6505 of the
Government Code. The Auditor of the City of Rancho Palos Verdes
is hereby appointed as the Auditor of the Authority. If the City
of Rancho Palos Verdes chooses not to utilize its Auditor to
serve as Auditor of the Authority or if the Board determines that
someone else should serve as Auditor, the Board of Directors
shall determine who will perform these functions.
I. Official Bonds
The Administrator and such other employees or agents as
the Board of Directors may direct shall file an official bond in
an amount to be determined by the Board of Directors. The cost
of said bond(s) shall be borne by the Authority.
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Section 7. Amendment of Agreement.
This Agreement may be amended at any time subject to
the unanimous written approval of each member agency's governing
body.
Section 8. Effective Date.
This Agreement shall become effective on February 21,
1992.
Section 9. Termination.
A. This Agreement shall continue in full force and
effect until canceled in writing by a majority of the member
agencies. Withdrawal of any member agency shall not serve to
cancel the Agreement between the remaining member agencies.
B. Any member agency may withdraw from this Agreement
by giving written notice to the Authority ninety (90) days prior
to the commencement of any fiscal year.
C. If the Authority has executed a contract for
public transportation services which includes a commitment to
claim and expend public transportation financial assistance for
the period of such contract, the Authority may not be dissolved
during the term of such contract unless the contract otherwise
provides.
D. If the Authority has executed a contract for
public transportation services which includes a commitment to
claim and expend public transportation financial assistance,
other than a contract as described in subparagraph C of this
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Section, an eligible member agency which desires to withdraw from
the Authority shall be bound by such commitment.
Section 10. Hold Harmless.
The Authority shall hold harmless the member agencies
which are parties to this Agreement, their officers, agents, and
employees from all liability for any loss, damage, or injury to
persons or property arising out of or attributable to the
furnishing of public transportation service by the Authority
pursuant to this Agreement. The Authority shall not be required
to obtain its own liability insurance; however, the Authority
shall require all contractors providing service to the Authority
to obtain and maintain liability insurance in a sufficient amount
as required by the Board of Directors of the Authority.
Section 11. Notification to Secretary of State.
Pursuant to Government Code Section 6503 .5, the
Authority shall cause a notice of the execution of this Agreement
to be prepared and filed with the Office of Secretary of State of
California within thirty (30) days after the effective date of
this Agreement. Until such filing is completed, the Authority
shall not issue any bonds or incur indebtedness of any kind. The
Authority shall likewise cause such a notice to be prepared and
filed with the Office of the Secretary of State within thirty
(30) days after the effective date of any amendment to this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement to be effective on February 21, 1992, the date of
the first meeting of the Board of Directors of the Authority.
CITY OF ROLLING HILLS -ATES
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Date:
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ATTEST:
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CITY CLERK
CITY OF PALOS VERDES EST 'ES
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CITY OF RANCHO PALOS VERDES
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