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PVPTA Joint Powers Agreement (1991) 3cf rte, a _97, 411 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 December 10 , 1991 , 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 920127 jlw 1840263 (6) a 111 410 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 920127 jiw 1840263 (6) - 2 - A 111 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 920127 jlw 1840263 (6) - 3 - 111 411 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. 920127 jiw 1840263 (6) - 4 - 411 !II 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 920127 j1w' 1840263 (6) - 5 - 411 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. 920127 jlw 1840263 (6) - 6 - 111 411 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. 920127 jlw 1840263 (6) - 7 - 1 I 411 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. 920127 jlw 1840263 (6) - 8 - 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 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 920127 jlw 1840263 (6) - 9 - 4 !II 411 V Rancho 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. 920127 j lw 1840263 (6) - 10 - 411 411 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 920127 jlw 1840263 (6) - 11 - 411 411 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. 920127 jlw 1840263 (6) - 12 - • • 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 R G HILLS ATES By: �.� Date: 2/-s/'? 2-- ATTEST -- ATTEST: ..7 C Y CLERK L CITY OF PALOS VERDES EST :ES B � /.�`- ,,,L �/i J Date: v ATTEST: 7a4A44r Z.1464, CITY LERK CITY OF RANCHO PALOS VERDES Bdro Date: / .�O __ 0 i MAYOR ATTEST: tiCe, 'LC.; CITY CLERK 920127 jlw 1840263 (6) - 13 -