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HomeMy WebLinkAbout12332 . , . ' '-' -Il . , -."if I; - . ii /:1~32 1 2 3 RESOLUTION NO. i , i RESOLUTION OF THE CITY OF SA!~ BEID~ARDINO AUTHORIZING THE iEXECUTION OF A JOINT POWERS AGREEMENT BETWEEN THE COUNTY OF SAN I iBEID~ARDINO AND THE CITIES OF CHINO, COLTON, FONTANA, LOMA LINDA, li>10NTCLAIR, ONTARIO, REDLANDS, RIALTO, S~ BERNARDINO AND UPLAND :, CREATING A COUNTY WIDE TRANSPORTATION AUTHORITY TO BE KNOWN AS 'I "OMJ.~ITRANS" ( II . I: I BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY II OF SAN BERNARDINO AS FOLLOWS: :' 4 5 6 7 8 9 SECTION 1. The Mayor of the City of San Bernardino is authorized and directed to execute on behalf of said City a Joint Powers Agreement between the County of San Bernardino and the 10 ICities of Chino, C?lton, Fontana, Loma Linda, Montclair, Ontario, 11 12 Redlands, Rialto, San Bernardino and Upland creating a County wide transportation authority to be known as "Omnitrans", a copy 13 14 15 16 of which is attached hereto, marked Exhibit "1" and incorporated herein by reference as fully as though set forth at length. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San 17 18 19 :ay o:r~ counCDmenj;=~~~A/ ~ cJd~h /;:~, ~ '7~ meeting thereof, held Bernardino at on the /711. , 1976, by the following vote, to wit: 20 21 AYES: 22 23 24 NAYS: ABSENT: 1 ~;~/ ~. ~d C-/ City C k hereby approv~Erl-his' / ~ day 25 26 The foregoing resolution is 27 28 -~ /' ,^ , 1976. of , .0/ 7/v/" -/ ,.,~~..., .' <" Mayor /itf'the City ,pf' San, Bernardino ~ {(, Approved as to form:() _~~442 7t.-.I0g . JOINT POWERS AGREEMENT BETWEEN THE COUNTY OF SAN BERNARDINO AND THE CITIES ,OF CHINO, COLTON, FONTANA, LOMA LINDA, MONTCLAIR, ONTARIO, REDLANDS, RIALTO, SAN BERNARDINO AND UPLAND CREATING A COUNTY WIDE TRANSPORTATION AUTHORITY TO BE KNOWN AS "OMNITRANS". THIS AGREEMENT, dated for convenience ~ on the Ii day of ~_~, 1976, is entered into by and between the CaUNTY OF SAN BERNARDINO and the Cities of CHINO, COLTON, FONTANA, LDMA LINDA~ MONTCLAIR, ONTARIO, REDLANDS, RIALTO, SAN BERNARDINO and UPLAND, all of which are bodies politic in the STATE' OF CALIFORNIA; WITNESSETH: WHEREAS, the County of San Bernardino (hereinafter some- times referred to as "County") and the Cities of Chino, Colton, Fontana, Loma Linda, Montclair, Ontario, Redlands, Rialto, San Bernardino and Upland, (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, certain transit service authorities now serve sub-areas of the County, utilizing either the Co~nty of San Bernar~ dino or San 8ernardino Transit System as transit operators; and WHEREAS, the parties now wish to better coordinate transit efforts by 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 entire County of San Bernar- dino and other areas as required. NOW, THEREFORE, the County and Cities above mentioned, for and in consideration of the mutual promises and ~greements herein contained, do agree as follows: SECTION J. PURPOSE.' Each party to this Agreement has the power to own, maintain, and operate a public transportation system. Under authority of Title 1, Oivision 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 new public transporta- tion 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 new transportation system will serve as a unifying umbrella agency to coordinate service desires of the various transit service authorities throughout San Bernardino County, and to provide such service either directly or through subcontract with other operators. The transportation system will initially absorb the public transportation operations of the San Bernardino Transit System,and the County of San Bernardino Transportation Department's Public Transit Division, which presently serve the parties. The new entity will provide a standarized system of fares, a universal system of trans- fers, and expanded transit services and facilities for the benefit of the citizens of the parties. It is anti- cipated that the expertise, efficiencies, and economies -2- .' resulting from the joint effort, and the utilization of available assistance programs will lend impetus to the new transit entity in developing an expanded County wide public transportation service. SECTION 2. CREATION OF AUTHORITY. Pursuant to Section 6506 of the California Government Code there is hereby created a public entity to be known as "Omnitrans", and said Authority shall be 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 all five Supervisors 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 shall have no alternates. The alternates shall serve in an official capacity and be entitled to vote only in the absence of the official representatives. B. Voting. Each member of the Board of Directors shall have one vote, provided, however, that upon the call of any -3- Board member, a weighted voting shall be used which entitles each member agency to one additional vote for each $5,000 of capital asset value (rounded to 'the nearest 5,000) con- tributed to Omnitrans in the name of the member agency as of the preceding June 30 or December 31. Total capital asset value contributed by each member less depreciation shall be computed by the Controller designated in Section 3 D of this Agreement and such computation will control in determining weighted votes. The weighted votes to which the County is entitled shall be divided equally among those Supervisors present. The weighted votes of any single representative shall not be split. The weighted voting of any sing1e member agency shall not of itself, constitute a majority vote. A q!Jorum shall consist of a majority of the membership of the Board of Directors, except that less ,than a quorum may adjourn from time to time. All actions taken by the Board shall requi re a majority vote of the members present, with a quorum in attendance, provided, however, that adoption of By-laws, 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 (majority of total weighted votes of all parties if weighted voting is called for). 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. -4- . C. Meetings. (1) Regular Meetings. The 80ard 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 pla~e of the holding of the regular meetings shall be fixed by the Board by resolution. (2) Ralph M. Brown Act. All meet i ngs of the Govern i ng Board, i n- eluding, without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held, and con- ducted in a~cordance with the provisions of the Ralph M. Brown Act (commencing, with Section 54950 of the Government Code) . (3) 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. D. Officers. The Board shall select a Chairman, a Vice Chairman, and other necessary officials. The Secretary shall be the General Manager of Omnitrans. The Treasurer of the Authority shall be the Treasurer of the City of San Bernardino to be the depositary and have custody of all money of the Authority -5- from whatever sources. The Controller of the Authority shall be the Finance Director of the City of San Bernardino who shall draw all warrants to pay demands against the Authority. The Attorney for the Authority shall be desig- nated 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 s~all perform the follow- ing functions: (1) Adopt the budget; (2) Appoint a General Manager; (3) Appoint a technical committee; (4) Establish policy, including but not limited to: (a) Uniform fares; (b) Marketing; (c) User information. (5) Adopt rules and regulations for the con- duct of business; and (6) Perform such other functions as are re- quired to accomplish the purposes of this Agreement. -6- 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; (3) Make and enter contracts; (4) Acquire, convey, construct, manage, main- tain and operate buildings and improve- ments; (5) Acquire and convey real and personal pro- perty; (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) Invest funds not required for immediate use as the Board determines advisable -- in the same manner and upon the same con- ditions as other local entities in accordance with Section 53601 of the Government Code; and (8) Do all other acts reasonable and necessary -7- to carry out the purpose of this Agree- ment. Such powers are subject to the statutory restrictions upon the manner of exercising the powers of the City of San Bernardi no. 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 opera- ting budget and proposed capital expenditure budget, the Board shall consider the amount of financial support to be provided by the various contracting entities for the ensuing fiscal year. A separate route mi leage charge for each transit division shall be utilized for calculating contractual fees. Any unanticipated or unusually large overhead or ad- ministrative charges incurred by a transit division shall also be charged to said division. In the use of sub-contractor service, Omnitrans shall determine an appropriate percentage override to equitably fund overall Omnitrans activities. SECTION 7. GENERAL MANAGER. , The General Manager of San Bernardino Transit System shall be the first General ,Manager of Omnitrans and shall - 8- servj at the pleasure of ind upon the terms prescribed by the Board of Directors. The General Manager shall be responsible for carrying out the policy and directives of the Board of Directors. The duties of the General Manager shall include: (1) The preparation and submission to the Board of Directors of the annual operat- ing and capital improvement budgets as provided in Section 6 of this Agreement. (2) The appointment, assignment, direction, supervision, and subject to the personnel rules adopted byt~e Board of Directors, the discipline or removal of Omnitrans employees; (3) Advising the Board of Directors concern- ing 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. -9- 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 80ard as nearly as possible in accordance with normal procedures of the City of San Bernardino, and shall make disbursements required by this Agreement to carry out any of the provisions or purposes of this Agreement. SECTION 9. CONTROLLER. The Controller shall isue checks to pay demands against Omnitrans which have been approved by the General Manager. 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, liabilities and of contributions made by each party. SECTION 10. A. GETTING STARTED. Organizational Meeting. The organizational meeting of the Board of Directors shall be called by the Chairman of the Board of Supervisors, who, after consultation with the other members, shall specify the date, time, and place of meeting. The appointees shall meet and organize and shall elect a Chairman and Vice Chairman -10- from the i r number, who sha'll serve for a period to be established by the Board of Directors. The organized Board of Directors shall adopt rules of procedure and shall establish a time for regular meetings, provided, however, that meetings shall be held not less often than four times per year. At its organizational meeting the Board shall: (1) Provide for notice of Joint Exercise of Powers Agreement to be filed with the Secretary of State within thirty (30) days after the effective date of this Agreement; (2) Appoint a Technical Committee, which shall perform supportive functions necessary for the well being of the Authority; (3) Provide for the selection of an Attorney. Not later than 120 days following the organizational meeting of its Board, Omni trans shall complete all requi red acts and procedures preliminary to initiating public trans- portation services; and within this time, on a date to be determined by the Board, Omnitrans shall commence and maintain the public transportation service in accordance with this Agreement. B; Transfer of Assets. Within the period provided by Subparagraph A (120 days), and prior to initiating public transportation service, the Board of Di rectors sha'll accept for Omni trans -11- the conveyance and/or assfgnment of the assets scheduled in Exhibits "A" and "B", which Exhibits are attached to and made a part of this Agreement. Each party shal I convey and/or assign, and Omnitrans shall accept, the scheduled assets subject to any encumbrance and any conditions listed. Omnitrans shall assume any outstanding indebtedness and the obligation of any conditions so listed. C. Employees. . Within the period provided in Subparagraph A (120 days), and prior to initiating public transportation service, Omnitrans shall offer employment to, and shall accept the employment of, the publ,ic transportation system employees of San Bernardino Transit System and the San Bernardino County Department of Transportation, Public Transit Division, which employees are identified in Exhibits "C" and "0". Exhibits "c" and "0" are structured to identify the employees as of the actual date of Omnitrans takeover of transportation service. The employment offered by Omnitrans to each designated transportation system employee shall be of substantially the same kind and level as the employment presently enjoyed by the employee. Salary and fringe benefits shall be provided to the fullest extent possible at the current level offered by San Bernardino Transit System. Ompltrans employees' seniority rights are applicable only within those operating divisions to which they are assigned. Omnitrans management may transfer an -12- employee between divisions, and the employee may maintain seniority rights, subject to the approval of the Omnitrans Board and the organization representing the Omnitrans em- ployees. Employment by Omnitrans of the public transporta- tion service employees of San 8ernardlno Transit System or the San Bernardino County Department of Transportation Public Transit Division, shall be undertaken and accepted in conformance with any rules or restrictions imposed by the provision of existing public transportation grant con- tracts. D. Provision of Transit Service. On the date it initiates transportation service, Omnitrans shall exercise the common power of the parties by providing and maintaining a public transportation ser- vice in accordance with the desires of the various Transit Service Authorities. The Transit Service Authorities will determine service characteristics within their juris- diction, which characteristics will include hours of operation, frequency, and areas or routes to be served. Within Omnitrans capabilities, as determined by the 80ard of Directors, service may also be provided to points out- iide the jurisdictional limits of the Transit Service Authorities if so requested. The parties who request extended service will be billed accordingly. Initially, the same fares and at least the same minimum service levels including equipment type shall be maintained by Omnitrans -13- as was last provided by San Bernardino Transit System or the County, subject to the desire of the local Transit Service Authority to pay for said service under provisions of Section 6. Within Omnitrans capabilities, expanded transportation services, routes, and facilities shall be provided. As determined, Omnitrans sh~11 provide a standaraized system of fares and a uniform system of trans- fe rs. For a period commencing upon the effective date of this Agreement and terminating July I, 1980, Omnitrans shall maintain the central maintenance and operations headquarters for Omnitrans within the City limits of the City of San Bernardino and during suid period shall not remove said central maintenance and operations head- quarters from the City of San Bernardino without the City's written permission first obtained. In the performance of its function, Omnitrans shall seek out and utilize all available programs of assistance and shall establish and maintain close liaison with regional, State, and Federal advisory and regulatory bodies. E. Organizational Structure. Omnitrans shall operate utilizing a divisional structure appropriate to serve the needs of the various . Transit Service Authorities. Initially, such organizational structure shall substantially conform to the structure outlined in Exhibit "E" which is attached hereto. The organizational structure may later be modified by the -14- Board of Directors. SECTION II. PARTIES' LIABILITY. Each party to this Agreement, whether individually or collectively, does not assume, nor shall a party be deemed to assume, liability for: (I) Any act of Omnitrans or for any act of Omnitrans agents or employees; (2) The payment of wages, benefits, or other compensation to officers; agents or employees of Omnitrans; or (3) 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. 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. SECTION 13. ADDITIONAL PARTIES. Any general purpose local public jurisdiction may -15- join Omnitrans. Any such jurisdiction so joining shall become a member subject to: (I) Approval of the Board of Directors; (2) Acquisition of at least $5,000 of capital asset value of Omnitrans by either purchasing same from an exist- Ing shareholder or contributing funds In like amount to the capital asset account of Omnitrans; and (3) 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 Agreement shall become effective on March 3, 1976 and shall continue in force until terminated 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 -16- exceed five (5) years, the method to be determined by the Board of Directors. SECTION 16. WINDING UP. A. General Provision. If this Agreement is terminated, assigned, or transferred in whole or in part, 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 ~gree as to the valuation of property or to the manner of its distribution, the dis- tribution or valuation shall be made by a panel of three (3) referees. One (I) referee shall be appointed by the objecting entity(ies) and one (I) referee shall 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 ~ith this pro- vision; and the winding up and property distribution here- under shall be effected in the manner calculated to cause the least disruption to existing public transportation service. B. Repurchase Option - City of San Bernardino. In the event of dissolution of Omnitrans for -17- any reason, the City of San Bernardino shall have the first right to purchase the central maintenance facility at 5th and Muscott in the City of San Bernardino and 75% of the ap- praised value of all motor vehicles and equipment listed in Exhibit "A", provided that during the first five (5) years of this Agreement, the number of, vehicles available for said purchase shall be at least equal to the number of vehicles listed in Exhibit "A" hereof. In the event the City of San Bernardino, within thirty (30) days of the date of the establishment of the price as hereinafter set forth, determines the price thus determined to be satis- factory, it shall notify Omnitrans or "its representative In writing of its acceptance. Paym~nt of the purchase price shall be accom~lished within three (3) years from the date of said acceptance. Should the City of San Bernardino decline to purchase said assets, then Omnitrans shall be free to dispose of said assets in accordance with Paragraph A above and shall not be under any further obli- gation to the City of San Bernardino. The appraised value of the assets that the City of San Bernardino shall have the first right to purchase shall be determined as follows: (1) The City of San Bernardino and Omnitrans shall each appoint a qualified appraiser to determine the fair market value of said assets being acquired by City. In the case of equipment purchased with the assistance of Federal grants, the -18- appraisers shall determine the appraised value of only the local matching share of said assets being acquired by the City. In the event the two appraisers agree on a purchase price, this shall be the purchase price established for purposes of this repurchase option. (2) In the event the two appointed appraisers are unable to agree on the fair market value of the assets, they shall jointly appoint a third independent appraiser and the three appraisers ~hall arrive at a purchase price for said assets by function- ing ~s an arbitration panel. The purchase price thus established as fair market value, shall be the purchase price established for the said assets by said City from Omnitrans and, the City shall pay said price within three (3) years from the date it accepts said price. The City of San Bernardino shall be re- quired to notify Omnitrans or its repre- sentative in writing of its acceptance or rejection of said purchase price within thirty (30) days from the date it is notified of the final price determination. Should the City of San Bernardino decline -19- ? to purchase said assets, then Omnitrans shall be free to dispose of the same in accordance with Paragraph A above. (3) The parties hereto shall each pay their respective appraisers, and in the event it is necessary to employ the third appraiser, the parties shall equally share the cost. SECTION 17. PARTIAL INVALIDITY. If anyone or more of the terms, provisions, promises, covenants, or conditions of this Agreement shall to any ex- tent be adjudged invalid, unenforce~ble, void, or voidable for any reason whatsoever by a Court of competent juris- diction, 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. . " -20- 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: ~ R . I' 7 (, . COUNTY pF SAN BERNARDINO ATTEST: ~'t ~ _I'..~~~ Clerk of the B r 4(/&Xhrft/ Chairman, Board of upervisors Dated:~~ /,/ /17& ATTEST: ~_ l~fL'-~~ CITY OF CHINO SlAtf~ Mayo r CITY OF COLTON Dated: March 5, 1976 ATTEST: Y~a.~~.~J City Clerk ~2 ayor Dated: Ma~ch 9, 1976 CITY OF FONTANA ~TiE,Sf: " '. ,-' ~lf;;'i" )h?1/lwtlj' City lerk I Mayor -21- Da ted: /1!iLv.J $?' I q 7' CITY OF LOMA LINDA ~~...~~ c"''-t,...,t:--,....L ' 9t/ . /.. " , '7. j~:,'~ o(JI;-eav':'Cc-<7f-<) Mayor Dated: "., / ,-=,7~:l'-t,ua -Li I .:/ ~r; I 19:1,{ / , CITY OF MONTCLAIR ATT~.J'" ~ ~ Cilty Clerk Mayor Dated:".i-'~.;27. ;IN:> ATTEST: ,t,7f~~ CITY OF ONTARIO Mayor CITY OF REDLANOS Dated: --?)Ja;.'~"'/'? /'l-7t:: L . ATTEST: Q1fJJi,a"'n~ :f CityC}/or'- ( )&-(~~~~ ~yor v I I , Dated: Il;';"t 4. J::' /<f7ft Mayor -22- . , Da ted: //;1.1'4 A j, f;' /?~L ATTEST: ,.1 ~~ ~A'/.&- {, t'y Clerk' / CITY OF SAN BERNARDINO (-, Dated :.~.....0:'\i);;'" '.r~j_)-.J-,"_( ~,\q-'~ '~ ATTEST: . \}..;\ () ('. \. ~ (C,;, 'J -., . xl.".)'. ../ City Clerk ,~ CITY OF UPLAND tZ ,/)1. g;.i1:,w ,-~ Mayor FILED rAliR l? ,976 tU'~LE "F'" ~. ....- -23-