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HomeMy WebLinkAboutContracts & Agreements_59-2016 AMENDED AND RESTATED JOINT POWERS AGREEMENT BETWEEN THE COUNTY OF SAN BERNARDINO AND THE CITIES OF CHINO, CHINO HILLS, COLTON, FONTANA, GRAND TERRACE, HIGHLAND, LOMA LINDA, MONTCLAIR, ONTARIO, RANCHO CUCAMONGA, REDLANDS, RIALTO, SAN BERNARDINO, UPLAND, AND YUCAIPA CREATING A COUNTY WIDE TRANSPORTATION AUTHORITY TO BE KNOWN AS "OMNITRANS". THIS AGREEMENT, originally dated for convenience on the $t" day of March, 1976, is hereby amended and restated on , 2016, is entered into by and between the COUNTY OF SAN BERNARDINO and the Cities of CHINO, CHINO HILLS, COLTON, FONTANA, GRAND TERRACE, HIGHLAND, LOMA LINDA, MONTCLAIR, ONTARIO, RANCHO CUCAMONGA, REDLANDS, RIALTO, SAN BERNARDINO, UPLAND and YUCAIPA, all of which are bodies politic in the STATE OF CALIFORNIA; WITNESSETH: WHEREAS, the County of San Bernardino (hereinafter sometimes referred to as "County") and the Cities of Chino, Chino Hills, Colton, Fontana, Grand Terrace, Highland, Loma Linda, Montclair, Ontario, Rancho Cucamonga, Redlands, Rialto, San Bernardino, Upland, and Yucaipa (hereinafter sometimes referred to as "Cities") have a mutual interest in deciding upon and implementing a public transit system to serve all the parties, and WHEREAS, previously certain transit service authorities served sub-areas of the County, utilizing either the County of San Bernardino or San Bernardino Transit System as transit operators; and WHEREAS, the parties now wish to continue to better coordinate transit efforts by amending and restating the agreement used in creating a single umbrella agency which will provide transit services as requested by the transit service authorities, and will serve the transit needs of the San Bernardino Valley and other areas as required. NOW, THEREFORE, the County and Cities above mentioned, for and in consideration of the mutual promises and agreements herein contained, do agree as follows: SECTION 1. PURPOSE. Each party to this Agreement has the power to own, maintain, and operate a public transportation system. Under authority of Title I, Division 7, Chapter 5, as amended, of the Government Code of the State of California, the parties desire by joint exercise of their common power, to create and constitute a public transportation entity separate and distinct from each of the parties to be known as "Omnitrans", which will own, maintain, operate and administer a public transportation system. This transportation system will serve as a unifying umbrella agency to coordinate service desires of the various transit service authorities throughout the San Bernardino Valley, and to provide such service either directly or through subcontract with other operators. The transportation system initially absorbed the public transportation operations of the San Bernardino Transit System, and the County of San Bernardino Transportation Department's Public Transit Division. Omnitrans will provide a standardized system of fares, a universal system of transfers, and expanded transit services and facilities for the benefit of the citizens of the parties. SECTION 2. CREATION OF AUTHORITY. Omnitrans was created pursuant to Section 6506 of the California Govertunent Code and said Authority is a public entity separate and apart from the Cities and County which are parties to this Agreement. SECTION 3. GOVERNING BOARD. A. Membership. The Authority (Omnitrans) shall be administered by a Board of Directors. The membership of the Board of Directors shall consist of an officially designated Mayor or Council Member from each member City and four seats to be officially designated members from the Board of Supervisors who currently hold the office of Supervisor of the County of San Bernardino. Each City representative may have one alternate who shall be a Mayor or City Council Member officially designated by the City Council. The County representatives may have one alternate who shall be a County Supervisor. The alternates shall serve in an official capacity and be entitled to vote only in the absence of the official representatives. Omnitrans-Joint Powers Agreement-Amended&Restated 2 B. Voting. Each member of the Board of Directors shall have one vote. A quorum shall consist of a majority of the membership of the Board of Directors, except that all County representatives on the Board of Directors shall be counted as one for the purpose of establishing a quorum. Less than a quorum may adjourn from time to time. All actions taken by the Board shall require a majority vote of the members present, with a quorum in attendance, provided, however, that adoption of Bylaws, Amendment of By-laws, adoption of an annual budget and such other matters as the Board may designate shall require a majority vote of the entire membership of the Board. An abstention shall be considered neither an affirmative nor a negative vote, but the presence of the member abstaining shall be counted in determining whether or not there is a quorum in attendance. Votes to issue bonded debt shall require a majority vote of the total membership. C. Meetings. LU Regular Meetings The Board of Directors shall provide for its regular meetings; provided, however, it shall hold at least one (1) regular meeting during each quarter of each fiscal year. The dates, hour, and place of the holding of the regular meetings shall be fixed by the Board by resolution. Ralph M. Brown Act. All meetings of the Governing Board, 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), Minutes. The Secretary of the Board shall cause to be kept minutes of regular, adjourned regular, and special meetings of the Governing Board, and shall cause a copy of the minutes to be forwarded to each member of the Board and to each of the parties hereto. Omnitrans-Joint Powers Agreement-Amended&Restated 3 D. Officers. The Board shall select a Chairman, a Vice Chairman, and other necessary officials. The Secretary shall be the Chief Executive Officer of Omnitrans. The Treasurer of the Authority shall be the Chief Executive Officer of Omnitrans who shall be the depositary and have custody of all money of the Authority from whatever sources. Omnitrans' Director of Finance shall be the Controller of the Authority and shall draw all warrants to pay demands against the Authority. The Attorney for the Authority shall be designated by the Board. The public officers or persons who have charge of, handle or have access to any property of the Authority shall file an official bond in accordance with Section 6505.1 of the California Government Code. The Authority shall have the authority to appoint or employ such other officers, employees, consultants, advisors, and independent contractors as it may deem necessary. E. Functions. The Board of Directors shall perform the following functions: Adopt the budget; Appoint a Chief Executive Officer; Appoint a technical committee; (41 Establish policy, including but not limited to: (a) Uniform fares; (b) Procurement Policies; (c) Personnel Policies Adopt rules and regulations for the conduct of business; and Perforin such other functions as are required to accomplish the purposes of this Agreement. SECTION 4. POWERS. Omnitrans shall have the common power of the parties to own, operate and maintain a public transit system; and, in the exercise of the power under this Agreement, Omnitrans is authorized in its own name to: (1) Sue and be sued; (2) Employ agents and employees and contract for professional services; Omnitrans-Joint Powers Agreement-Amended&Restated 4 (3) Make and enter contracts; (4) Acquire, convey, construct, manage, maintain and operate buildings and improvements; (5) Acquire and convey real and personal property; (6) Incur debts, obligations and liabilities, provided, however, the debts, obligations and liabilities incurred by Omnitrans shall not be, nor shall they be deemed to be, debts, obligations, or liabilities of any party; (7) Levy a fee, assessment or tax; (8) Power of eminent domain (9) Invest funds not required for iminediate use as the Board determines advisable - - in the same manner and upon the same conditions as other local entities in accordance with Section 53601 of the Government Code; and (10) Do all other acts reasonable and necessary to carry out the purpose of this Agreement; (11) Obtain insurance; (12) Apply for grants under federal, state and local programs. Such powers are subject to the statutory restrictions upon the manner of exercising the powers of the County of San Bernardino. SECTION 5. FISCAL YEAR. For the purposes of this Agreement, the term "Fiscal Year" shall mean the twelve (12) month period from July 1 to and including the following June 30. SECTION 6. FINANCIAL SUPPORT. At the time of preparing Omnitrans annual proposed operating budget and proposed capital expenditure budget, the Board shall consider the amount of financial support to be allocated by the San Bernardino Associated Governments (SANBAG) on behalf of members' jurisdictions. SANBAG as the Transportation Planning Agency for San Bernardino County, and acting as the County Transportation Commission, is responsible for allocating Transportation Development Act (TDA) funding sources for transit and non-transit related purposes that comply with regional transportations plans. Omnitrans-Joint Powers Agreement-Amended&Restated 5 The TDA provides two funding sources: 1. Local Transportation Fund (LTF), which is derived from a % cent of the general sales tax collected statewide. 2. State Transit Assistance fund (STA), which is derived from the statewide sales tax on gasoline and diesel fuel. SECTION 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of Omnitrans shall serve at the pleasure of and upon the terms prescribed by the Board of Directors. The Chief Executive Officer shall be responsible for carrying out the policy and directives of the Board of Directors. The duties of the Chief Executive Officer shall include: 1. The preparation and submission to the Board of Directors of the annual operating and capital improvement budgets; 2. The appointment, assignment, direction, supervision, and subject to the personnel rules adopted by the Board of Directors, the discipline or removal of Omnitrans employees; 3. Advising the Board of Directors concerning all matters relating to the operation of Omnitrans and the various programs of work, promotion and expansion; 4. Providing periodic financial reports covering Omnitrans and its operations in the manner and at the times determined by the Board of Directors; and 5. Approving for payment, under the procedure adopted by the Board of Directors, all valid demands against Omnitrans. SECTION 8. TREASURER. The Treasurer of the Authority shall receive, have custody of, and disburse Authority funds pursuant to the accounting procedures developed by the Authority Board in conformance with Government Accounting Standards, and shall snake disbursements required by this Agreement to carry out any of the provisions or purposes of this Agreement. Omnitrans-Joint Powers Agreement-Amended&Restated 6 SECTION 9. CONTROLLER. The Director of Finance, as Controller, shall issue checks to pay demands against Omnitrans, which have been approved by the Chief Executive Officer. He shall be responsible on his official bond for his approval for the disbursement of Omnitrans money. The Controller shall keep and maintain records and books of accounts on the basis of the uniform classification of accounts adopted by the State Controller. The books of accounts shall include records of assets and liabilities. There shall be strict accountability of all funds by the Controller. All revenues and expenditures shall be reported by the Controller to the Board of Directors on a quarterly basis, unless otherwise required by the Board of Directors. Books and records of the Authority shall be open to inspection at all times during normal business hours by any representative of a member of the Board of Directors, or by any accountant or other person authorized by a member of the Board of Directors to inspect said books or records. SECTION 10. BUDGET AND ACCOUNTING. The Chief Executive Officer shall prepare and submit to the Board of Directors in sufficient time for revision and adoption prior to July 1 of each year, the annual budget of the Authority for the next succeeding Fiscal Year. All expenditures of the Authority shall be within the approved annual budget and in accordance with the bylaws of the Authority and all applicable rules, policies, and procedures adopted by the Board of Directors. No expenditures in excess of those budgeted shall be made without the approval of the Board of Directors. The books of account and other financial records of the Authority shall be audited annually, or biennially if so authorized by the Board of Directors, by an independent certified public accountant and any cost of the audit shall be paid by the Authority. The minimum requirements shall be those prescribed by the State Controller under California Government Code Section 26909 and in conformance with generally accepted auditing standards. The annual audit, or biennial as the case may be, shall be submitted to the Board of Directors when completed. Omnitrans-Joint Powers Agreement-Amended&Restated 7 SECTION 11. PARTIES' LIABILITY. Each party to this Agreement, whether individually or collectively, does not assume, nor shall a party be deemed to assume, liability for: M Any act of Omnitrans or for any act of Omnitrans agents or employees; The payment of wages, benefits, or other compensation of officers, agents or employees of Omnitrans; or The payment of workmen's compensation or indemnity to agents or employees of Omnitrans for injury or illness arising out of performance of this Agreement. Indemnity by Authority: Provided that a party has acted in good faith and in accordance with this Agreement, the Authority shall defend, indemnify and hold such party free and harmless from any loss, liability or damage incurred or suffered by such party by reason of litigation arising from or as a result of any of the following: the party's participation in the Authority, or any other act performed or to be performed by the party pursuant to this Agreement, provided, however, that such indemnification or agreement to hold harmless pursuant to this Section shall be recoverable only out of Authority assets (including insurance proceeds) and not from other parties to this Agreement. Risk Management and Insurance: The Authority shall employ the principles of sound risk management in its operations. Risks shall be identified, evaluated, and treated in a manner that protects the Authority and each party to this Agreement, The Authority shall acquire and maintain throughout the term of this Agreement insurance in the amounts and types necessary and sufficient to protect the interest of the Authority and each party to this Agreement. Unless otherwise agreed upon by the Board of Directors, each party hereto shall be named as an additional insured on the Authority's liability coverage. SECTION 12. ASSIGNABILITY. With the unanimous approval of, and upon the terms agreed upon by the parties hereto, all or any of the rights and property subject to this Agreement may be assigned to facilitate, under the direction of another, the purpose of this Agreement, provided, however, no right or property of Omnitrans shall be assigned without compliance with all conditions imposed by any State or Federal entity from whom Omnitrans has procured financial assistance. Omnitrans-Joint Powers Agreement-Amended&Restated 8 SECTION 13. ADDITIONAL PARTIES. Any general purpose local public jurisdiction may join Omnitrans. Any such jurisdiction so joining shall become a member subject to: Approval of the Board of Directors; M Execution of this Joint Powers Agreement. Any such agency meeting the above conditions shall be entitled to appropriate representation on the Board of Directors as provided in Section 3. SECTION 14. TERM. This original Agreement become effective on March 3, 1976, and this Amended and Restated Agreement shall become effective on , and shall continue in force until tenninated by mutual agreement of the parties. SECTION 15. WITHDRAWAL OF PARTY. Any party may withdraw from this Agreement as of the first day of July of any year following six (6) months' notice to the other parties by resolution of intent to withdraw adopted by the legislative body of the party. A withdrawing party shall be compensated for its total capital asset value contributed less appreciation, by return of capital assets and/or cash payment, over a period not to exceed five (5) years, the method to be determined by the Board of Directors. SECTION 16. DISSOLUTION PROCEDURES. A. General Provision. If this Agreement is terminated, assigned, or transferred in whole or in part, except as provided in subsection B., all assets owned by Omnitrans shall be distributed to the parties. Distribution to each party shall be made in the same proportion as that reflected in the parties' accumulated capital contribution accounts as shown in the Controller's books of accounts. Cash may be distributed in lieu of property or equipment. If the parties cannot agree as to the valuation of property or to the manner of its distribution, the distribution or valuation shall be made by a panel of three (3) referees. One (1) referee shall be appointed by the objecting entity(les) and one (1) referee shall Omnitrans-Joint Powers Agreement-Amended&Restated 9 be selected and appointed by the Board of Directors, and those referees shall appoint a neutral referee. This Agreement shall not terminate until all property has been distributed in accordance with this provision; and the winding up and property distribution hereunder shall be effected in the manner calculated to cause the least disruption to existing public transportation service. B. In the event that Omnitrans opts to dissolve for purposes of changing its governance structure, all assets and liabilities will transfer to the successor agency. SECTION 17. PARTIAL INVALIDITY. If any one or more of the terms, provisions, promises, covenants, or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void, or voidable for any reason whatsoever by a Court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants, and conditions of this Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law. SECTION 18. SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of the successors of the parties. SECTION 19: MULTIPLE COUNTERPARTS. This Agreement may be executed in multiple counterparts and a copy may be used as an original. Omnitrans-Joint Powers Agreement-Amended&Restated 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. Dated: COUNTY OF SAN BERNARDINO ATTEST: Clerk of the Board Laura Welch Chairman, Board of Supervisors James Ramos Dated: CITY OF CHINO ATTEST: City Clerk Angela Robles Mayor Dennis R. Yates Dated: CITY OF CHINO HILLS ATTEST: City Clerk Cheryl Balz Mayor Cynthia Moran Dated: CITY OF COLTON ATTEST: City Clerk Carolina R. Padilla Mayor Richard A. DeLaRosa Dated: CITY OF FONTANA ATTEST: City Clerk Tonia Lewis Mayor Aquanetta Warren gmnitrans-Joint Powers Agreement-Amended&Restated 11 Dated: CITY OF GRAND TERRACE ATTEST: City Clerk Pat Jacquez-Nares Mayor Darcy McNaboe Dated: CITY OF HIGHLAND ATTEST: City Clerk Betty Hughes Mayor Larry McCallon Dated: CITY OF LOMA LINDA ATTEST: City Clerk Pamela Byrnes-O'Camb Mayor Rhodes Rigsby Dated: CITY OF MONTCLAIR ATTEST: Deputy City Clerk Andrea M. Phillips Mayor Paul M. Eaton Dated: CITY OF ONTARIO ATTEST: City Clerk Mary E. Wirtes Mayor Paul S. Leon Dated: CITY OF RANCHO CUCAMONGA ATTEST: City Clerk Janice C. Reynolds Mayor L. Dennis Michael Omnitrans-Joint Powers Agreement-Amended&Restated 12 Dated: ,, CII.. „ OF REDLANDS. ATTEST City Clerk Sarn- in Mayor Paul W. Foster Dated: CITY OF RIALTO ATTEST: City Clerk Barbara A. McGee Mayor Deborah Robertson Dated: CITY OF SAN BERNARDINO ATTEST:, City Clerk Georgeann Hanna Mayor R. Carey Davis Dated: CITY OF UPLAND AT'T'EST: Deputy City Clerk Debbi Covington Mayor Ray Masser O nnitrans-pint Dowers Agreement-Amended&Restated 13 Dated: CITY OF YUCAIPA ATTEST: City Clerk Jennifer Shankland Mayor Dennis Hoyt Omnitrans-Joint Powers Agreement-Amended&Restated 14