PVPTA Joint Powers Agreement (1996) 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 oApr i 1 16 , 1 9 96. 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 contemplat.2s receiving Proposition A funds through the Los Angeles
County •• .• -. '. :11 otropolitan Transportation Authority and funds from all
ether legally available sources to support public transit orotirams provided under this :Agreement:
.Ana
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 mutuai 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 I of the Government Code of the State of California (commencing with Section
Page 1
t
0
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 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 sepan.te and apart from the public agencies which are parties to
this Agreement. The debts. liabilities. or obligations of Authority do not constitute debts.
.:abiiities or obligations oi.anv member auencv which is a party to this .\ureement. Me 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
v
Agreement. to acquire such information as may be necessary and required for the installation 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
Page 2
v
a
•
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
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. allocations. federal and
state loans, revenue or other assistance from this County, or local governments or other sources;
to make and enter into contracts and leases; to employ independent contractors. 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 personal 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 F ower to sue and be sued in its own name. Such powers
shall be exercised in the manner provicied 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
:onsent of all the member agencies. Tile Authority shall have no Dower of eminent domain or
::ondemnation.
Section 5. Organization.
A. Board of Directors
The Authority shall be governed by a Board of Directors composed of six members. each serving
in histher individual capacity as members of the governing board. Each individual member of the
v v
Board of Directors shall have one vote. Each governing body of the respective member agencies
Page 3
v
a'
shall appoint two (2) regular members to the Board of Directors from its governing body. Each
.- • • • • ..• • • . - . . • • - - - . • •• - •
• . . . - •. - - . • • - - •• • - •- . Any one of the remaining
council members of each City may serve as an alternate. 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 •• ' • •• ' • • . • • . - • • • • • •
•• •' • 111•• : • : - • . only as and when the need for same shall arise. Such
said 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 by resolution of the
Board of 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
Page 4
Jul -02-96 03:43P pvp ansit- Otp 310 4-7109 P_02
40
the Government Code).
E. Quorum
Three members of the Board of Directors with at least one memberresent from each of the
e
agencies which is party to this Agreement shall constitute a quorum for the transaction of
business, except that a lesser number may adjourn for lack of a .uorumAnyaction
q 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 a Secretary Treasurer
and the Vice-Chairman shall act in the absence of the Chairman. Secretary-Treasurer shall act
t
as the Treasurer of the Authority in accordance with Government Code 6505.5 The Board a of
Directors shall also elect such other officers as deemed necessary, who maynot necessarilybe
a
member of the Board of Directors, in which case they shall be non-voting officers.
All officers shall serve 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,y , 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
Page 5
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 party to this Agreement shall constitute a quorum for the transaction of
business, except that a l`,sser 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 ilairman, and Vice Chairman, and a Secretary Treasurer
and the Vice-Chairman shall act in the :,•sence of the Chairman. The Board of Directors shall
also elect such other officers as deemed n:cessary, who may not necessarily be a member of the
Board of Directors, in which case they shall •e non-voting officers.
All officers shall serve a term of one year from the date of their election or until their successors
J
are elected. The Chairman or Vice-Ch firman is aut •rized to execute all documents in the name
of the Authority.
(. Administration
The Board of Directors may. in its discretion. appoint an Administr.. or of the transit system. to
serve at the pleasure of the Board. and to have the power to certify A hority documents as
required by law and to assume such duties and responsibilities as the Boa • may direct.
H. New Members
The Authority may accept new public agency members upon the unanimous written consent of the
Page
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.
The Authority also may accept a public agency as an ex-officio member provided however that
such member shall not have the power and authority to vote on any matters to come before the
authority.
Section 6. Financial Provisions.
A. Fiscal Year
For the purposes of this Agreement, th:: term "fiscal year" shall mean the fiscal year as established
from time to time by the member agent ies, 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 calender year.
B. Annual Budget
- : • • •• . ' - - . . • • • - . . -.. - • ... . ... - . The
luthority shall adopt a preliminary budget by July 1 of each fiscal rear and adopt a.fnal
budget by September 1. retroactive to July 1.
C. Assistance to Authority
I. 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
Page 6
•
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 Administrator of the Authorit_ , • - • . •. . . VI • • • , must
advise each member agency of its expected contribution under this Agreement no later than
March 1 of each year for the following fiscal year.
E. 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 men ber agencies, the same shall be distributed in proportion to
the contribution made by each pursuant to this Agreement. The member agencies shall execute
.inv 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 airencv 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
Page 7
• 40
equipment having the lowest initial cost.
• .• • • .• • i • - • - •• - - - • • - • - • • • • . •
'
•
•
• • • • • . ••• • I 1 • • • • •, • • • • •
•• •• • • • • • • • • • • • • • • • • • •• • •
• • • • • . • • • • • • I •• • • - - •
•
• • •• • - •- - • • - : 9. • • / • • • - - _ • • • • •
- •
• • 1 • • . •. I 1/••• • • •• • • • 1 •
• • • • • • • •• • , • •• - - _ -• •
• •. • S • • . •• . • • • • . • • • • • -
•
Sectiorr 6-5e5-therecr&
G. II- 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. = ••• • • - • • ' • • • • • - • •
•
. • ••• • . - ••• • • - - • •• • •. ' • • •• •• • • • • •• - • •
• - ••• • • - • - . - ••• • • - - • • • • - i •. • • - • • •
- •• • - • . ' SO • , - :•. • • / - • • • - • • • • 5- •
~unctions.
H. ft Official Bonds
The Administrator and such other employees or agents as the Board of Directors may direct shall
rile 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.
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.
Page 8
Section 8. Effective Date.
This Agreement shall become effective on February 21. 1992, amended on 4; 1 6 1996.
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 cont:act 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 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 services by the
Authority pursuant to this Agreement. The Authority shall not be required to obtain its own
Page 9
liability insurance; however, the Authority shall require all contractors providing 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.
IN WITNESS WHEREOF, the parties; hereto have executed this Agreement, as amended, to be
effective on 4/16 , 1996. , '' , •. - • - = • : •• • •
CITY OR ROLLING HILLS ESTATES
By: Date:
Mayor
ATTEST.
CITY CLERK
Page 10
• •
CITY OF PALOS VERDES ESTATES
By: Date:
Mayor
ATTEST:
CITY CLERK
CITY OF RANCHO PALOS VERDES
By: L)/(4-- - Date: if-1(D
ayor
ATTEST:
CITY CLERK
Page 11