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91-143 RESOLUTION NO. 91R-143 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING THE FORMATION OF THE CENTRAL ORANGE COUNTY FIXED GUIDEWAY AGENCY AND RESCINDING RESOLUTION NO.9IR-97 WHEREAS, the City Council of the City of Anaheim recognizes present and future needs for a public transportation system within the County of Orange, State of California; and WHEREAS, the City Council of the City of Anaheim has determined that a fixed guideway system will be beneficial to the residents of the City of Anaheim; and WHEREAS, as a means of meeting the needs for a public transportation system in the County of Orange, the City Council of the City of Anaheim proposes to work with private enterprises and other cities located within the County of Orange and enter into a Joint Powers Agreement establishing the Central Orange County Fixed Guideway Agency (the "Agency") for the purpose of planning a fixed guideway system in the County of Orange. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANAHEIM AS FOLLOWS: 1. That the City Council of the City of Anaheim hereby approves the formation of an Agency pursuant to a Joint Powers Agreement with the Cities of Costa Mesa, Irvine, Fullerton, Orange and Santa Ana, and the County of Orange to pursue and plan a fixed guideway system in the County of Orange. 2. That the City Council of the City of Anaheim hereby approves the Joint Powers Agreement between and among the City of Costa Mesa, the City of Fullerton, the City of Irvine, the City of Orange, the City of Santa Ana, and the County of Orange. Said Agreement is attached hereto as Exhibit "A" and is incorporated herein by reference as though fully set forth. 3. That the City Council of the City of Anaheim hereby determines that this Joint Powers Agreement is equitable and beneficial to all the public agencies involved and the present and future residents of the County of Orange. 4. In accordance with Section IIE of the Agreement forming the Fixed Guideway Agency, the City Council of the City of Anaheim hereby appoints Mayor Fred Hunter as the Director from the City of Anaheim and designates and appoints Co. Member Bob Simpson and Co.Member Tom Daly as Alternate Directorsilo may represent the Director in his or her absence. THE FOREGOING RESOLUTION is approved and adopted this 14th day of ~y , 1991. CITY CLERK OF THE CITY OF ANAHEIM CJF:db R67FXGWY.159 050691 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 91R-143 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 14th day of May, 1991, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Simpson, Daly, Pickler, Ehrle and Hunter NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No. 91R-143 on the 15th day of May, 1991. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 15th day of May, 1991. CITY CLERK OF THE CITY OF ANAHEI~ (SEAL) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 91R-143, duly passed and adopted by the City Council of the City of Anaheim on May 14, 1991. CITY CLERK OF THE CITY OF ANAHEIM TAT5:5/91 JOINT POWERS AGREEMENT This Agreement, made and entered into as of the day of , 1991, by and between the City of Anaheim ("Anaheim"), the City of Costa Mesa ("Costa Mesa"), the City of Fullerton ("Fullerton") the City of Irvine ("Irvine"), the City of Orange ("Orange") , the County of Orange ("County") , and the City of Santa Ana ("Santa Ana") (hereinafter referred to collectively as "Member Agencies") . RECITALS 1. All of the territory in each of the Member Agency's existing boundaries is located within the County of Orange, State of California, adjacent to territory of another Member Agency's existing boundaries. 2. The Member Agencies have and possess the power and authorization' to plan'.. a public transportation system and appurtenances thereto, including the planning of financing, for the benefit of the lands and inhabitants within their respective boundaries. 3. The Member Agencies jointly propose to work with private enterprises to plan public transportation in the form of a fixed guideway system and appurtenances, including planning for the financing and the acquisition of real property for such purposes. 1 4. The Member Agencies have determined, by their separate resolutions, that this Agreement is beneficial to the residents of each Member Agency. In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: I. POWERS AND PURPOSE A. RECITALS The recitals set out above are true and correct. B. DEFINITIONS For the purpose of this Agreement, the following words shall have the following meanings: (1). "Agreement" means this Joint Powers Agreement. (2). "Alternate Director" means a person appointed by a Member Agency to assume all rights and duties of an absent Director. (3). "Associate Member Agency" means a public agency with qualifications to become a Member Agency under the provisions of Section IIB. (4). "Agency" means the Joint Powers Authority formed pursuant to this Agreement. (5). "Board" or "Board of Directors" means the governing body of the Agency. (6). "Director" means a Director representing a Member Agency. (7). "Executive Director" means the person who is 2 selected by the Board and is responsible for the administration of the Agency, and shall only have such powers and duties as confirmed or assigned by the Board. (8). "Fiscal year" means the period from July 1 to and including the following June 30. (9). "Fixed Guideway Facilities and Appurtenances" means equipment, lines, and facilities and includes but is not limited to, associated road work and traffic signals and the necessary land and rights-of-ways for a public transportation system. (10). "Member Agency" or "Member Agencies" means one or all of the parties of this Agreement. (ll). "Project" means any specifically described Fixed Guideway Facility and Appurtenance. C. AUTHORITY CREATED There is hereby created a public entity to be known as the Central Orange County Fixed Guideway Agency (the "Agency") with the boundaries being the existing boundaries of the Member Agencies. The Agency is formed pursuant to the provisions of Article 1, Chapter 5, Division 7, of Title 1 of the Government Code of the State of California (the Joint Exercise of Powers Act). The Agency shall be a public entity separate and apart from the Member Agencies. 3 D. pURPOSE OF THE AGREEMENT N~ COMMON POWERS TO BE EXERCISED (1). The Member Agencies possess the power to plan a public transportation system in the form of a Fixed Guideway Facilities and Appurtenances within the jurisdiction of each Member Agency. The purpose of this Agreement is to jointly use some or all of these powers in the manner set forth in this Agreement. Specifically, the member agencies will address issues relating to project definition, community outreach, financing, procurement strategies, and project definition. (2). Each Member Agency expressly retains all rights and powers to finance, plan, acquire or develop properties or Projects that it deems in its sole discretion to be necessary or desirable and that are authorized by the laws governing it. The Agency's powers shall in no way impair any of the Member Agencies respective rights or powers. (3). The Agency will submit all proposed plans to the Orange County Transportation Commission ("OCTC") for approval and will coordinate plan development with the appropriate local, regional and state agencies. (4). The Agency will execute a Memorandum of Understanding with the OCTC identifying the responsibilities of the Agency and the OCTC or its successor agency. (5). Nothing in this Agreement shall prevent or preclude the Member Agencies from using other funds or funding 4 sources to finance, plan, or develop the Fixed Guideway Facilities and Appurtenances. (6). The Member Agencies hereby declare their intention that any of the activities and projects undertaken by the Agency may be financed with any available funds of the Agency, including advances by its Member Agencies. Any such advances may be reimbursed by the proceeds of one or more future tax-exempt financing that each Member Agency may subsequently approve. E. POWERS OF THE AGENCY The Agency shall possess the following enumerated powers: (1). To make and enter into contracts consistent with this Agreement; (2). To plan any Fixed Guideway Facilities and Appurtenances within the boundaries of the Member Agencies and to submit all plans to the OCTC for their approval; (3). To incur debts, notes, liabilities, obligations, or other evidences of indebtedness, subject to the limitations set forth herein, which shall be solely a debt of the Agency; (4). To receive gifts, contributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and governmental entities; (5). To make and enter into contracts with the OCTC and OCTD for any services determined to be necessary for the planning of the Fixed Guideway Facilities and Appurtenances; 5 (6). To sue,and be sued in its own name; (7). To apply for any appropriate grant or grants under any federal, state, or local programs for assistance in developing Projects pursuant to this Agreement and to utilize and disburse any grant funds so obtained; (8). To exercise the powers of the Agency in studying, planning and developing ways and means to provide a reasonable method for financing the Fixed Guideway Facilities and Appurtenances. In exercising these powers, the Agency shall be subject to the restrictions upon the manner of exercising the powers of the Member Agency County of Orange. II. ORGANIZATION A. Membership The membership shall consist of the Member Agencies of the Agency, as designated in Section II C and the Associate Member Agencies as designated in Section IID. B. Associate Member Agencies Associate Member Agencies shall be public agencies which have expressed an interest in extensions of the Fixed Guideway Facilities and Appurtenances into their jurisdictions. These public agencies have provided the information required for inclusion in the Agency in the Prospectus for the Orange County 6 Fixed Guideway Project, dated September, 1990 (the "Prospectus") and are referenced in that document as Extension Agencies. These public agencies are designated as Associate Member Agencies and as such maintain no voting rights. At such time as extensions into an Associate Member Agency's jurisdiction are determined by the Board to benefit the Agency, such Associate Member Agency shall become a Member Agency with full voting rights, powers, duties and obligations as imposed under the terms of this Agreement. C. Names of Member AGencies The names, capacities and addresses of the Member Agencies are as follows: City of Anaheim City of Costa Mesa City of Fullerton - City of Irvine - City of Orange - County of Orange - city of Santa Ana - 20 Civic Center Plaza Santa Ana, CA 92701 Attn: David N. Ream, City Manager 7 This list may be amended or supplemented from time to time. D. Names of Associate Member Aqencies The names, capacities and addresses of the Associate Member Agencies are as follows: City of Brea - city of Buena Park - city of Huntington Beach - This list may be amended or supplemented from time to time. E. DESIGNATION O__F DIRECTORS (1). Concurrent with the approval and execution of this Agreement, each Member Agency shall appoint by resolution one Director who may be a Councilperson or employee of the Member Agency. If a Director is a Councilmember or employee of a Member Agency, the term of such appointment shall be governed by the provisions of subsection (3) hereof. (2). Alternate Directors Concurrent with the approval and authorization of this Agreement, each Member Agency shall designate and appoint by resolution two (2) Alternate Directors each of whom may be a public official or public employee. The Alternate Directors' 8 names shall be on file with the Board. An Alternate Director may assume all rights and duties of the absent Director whose Member Agency the Alternative Director is representing; an Alternate Director shall not represent a Member Agency unless the Director whom such Alternate Director represents is absent. If an Alternate Director is a Councilperson or employee of a Member Agency, the term of such appointment shall be governed by the provisions of subsection (3) hereof. (3). Term Each Director and Alternate Director shall hold office for two years or until a successor is selected. The term of each office shall begin from the first meeting of the Board after appointment by the Member Agency which such Director or Alternate Director represents. Directors and Alternate Directors shall serve at the pleasure of the respective appointing Member Agencies and may be removed at any time, with or without cause, in the sole discretion of the appointing Member Agencies. The term of a Director or Alternate Director who is a Councilperson or employee of a Member Agency shall terminate upon such Councilperson or employee leaving office or the position of employment, as applicable, and the vacancy shall be filled for the remainder of the underlying term by resolution of the appointing Member Agency. 9 (4). Compensation Directors or Alternate Directors may receive compensation as determined by the Board for their service on the Board, and may be reimbursed for reasonable expenses incurred in conducting the business of the Agency. F. PRINCIPAL OFFICE AND ADMINISTRATION The principal office of the Agency shall be located within the County of Orange at a location as established by the Board. The Board may change the principal office from one location to another. Any change in address shall be noted by the Executive Director under this Section but shall not be considered an amendment to this Agreement. Legal counsel representation will rotate among the Member Agencies as determined by the Board. G. MEETINGS The Board shall meet at the principal office of the Agency or at such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by a resolution adopted by the Board. A copy of said resolution shall be furnished to the Member Agencies. All meetings of the Agency including regular, adjourned and special meetings shall be called and held in a manner as provided in the Ralph M. Brown Act, Chapter 9, Division 2, Title 5 of the Government Code of the State of California (commencing at Section 54950.) 10 H. QUORUM A majority of the full membership of the Board, shall Constitute a quorum for the purpose of transacting the business of the Agency. I. ~OWERS AND LIMITATIONS All of the powers and authority of the Agency shall be exercised by the Board unless specifically delegated to the extent permitted by law or as reserved to the Member Agencies under this Agreement. Each Director present at a meeting, or his/her Alternate Director if the Director is absent, shall be entitled to one vote. Except as otherwise provided herein, the majority affirmative vote of the Board members present shall be necessary to adopt any motion, resolution or order and take any other action appropriate to carry forward the objectives of the Agency pursuant to this Agreement; provided, however, a single Board member may permanently prevent consideration of any motion, resolution, order or action if such directly concerns the physical location of the Fixed Guideway Facilities and Appurtenances within the boundaries of his or her Member Agency. J. MINUTES The Secretary of the Agency shall cause to be kept the minutes of the regular, adjourned regular and special meetings, excepting closed sessions, of the Board and shall cause a copy of the minutes to be forwarded to each Director, Alternate 11 Director and the Member Agency within a reasonable time after each meeting and shall otherwise perform the duties necessary to insure compliance with provisions of law, including without limitation the Ralph M. Brown Act (Sections 54950 et seq. of the Government Code). K. RULES The Board may adopt from time to time such rules and regulations for the conduct of its affairs as may be required. L. OFFICERS (1). There shall be selected from the membership of the Board by majority vote a Chair and a Vice-Chair. (2). The Board shall appoint a Secretary who may or may not be a Director. (3). The first officers shall be selected at the organizational meeting of the Agency. The Chair, Vice-Chair and Secretary shall hold office for a period of one (1) year commencing with the first meeting in each and every fiscal year; provided, however, that the first Chair, Vice-Chair and Secretary appointed shall hold office from the date of appointment to the first meeting in fiscal year 1992. (4). The Treasurer of the Agency shall be appointed by the Board pursuant to Government Code § 6505.5 and shall be the depository and have custody of all money of the Agency from whatever source. The Treasurer shall draw all warrants and pay demands against the Agency as approved by the Board. The Treasurer shall have the duties and obligations as set forth 12 in Section 6505.5 of the Government Code and may be required by the Board to file an official bond in an amount fixed by the Board. In performing such duties the Treasurer shall follow policies and procedures established by the Board or as established by the Member Agency if the Treasurer is the treasurer of a Member Agency. (5). Dutie~ of officers The officers shall perform all duties normal to their respective offices and: (a) The Chair shall execute all contracts and other written documents approved by the Board and perform such other duties as may be required by the Board of Directors. (b) The Vice Chair shall act for the Chair in the Chair's absence. (c) The Secretary shall countersign all contracts and other written documents approved by the Board and perform such other duties as assigned by the Board and shall keep minutes as set out in Section II(H) hereof. (6). The Board shall have the power to appoint additional officers, employees or agents. Any such additional officer or employee may also be an officer or employee of a Member Agency. The appointment by the Board of a person holding a position with a Member Agency shall be a determination that the two positions are compatible and not inconsistent. (7). Any public officer, officers or persons who have charge of, handle, or have any access to funds of the 13 Agency shall be bonded in an amount to be determined by the Board, and the fee shall be paid by the Agency. (8). All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all relief, pension, disability, workers compensation and other benefits which apply to the activity of officers or employees of any of the Member Agencies when performing their respective functions shall apply to them to the same degree and extent while they are engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents or employees appointed by the Board shall be deemed by reason of their employment by the Board to be employed by any of the Member Agencies or by reason of their employment by the Board to be subject to any of the requirements of such Member Agencies. III. EXPENSES OF THE AGENCY A. The Agency may incur administrative expenses for staff services, lease of space, reimbursement to Directors and other costs. Such expenses shall be shared equally by the parties. The OCTC will provide funding for the initial planning phase of the project to be carried out by the Rail Programs office of the OCTC. Upon completion of the planning phase, future development costs will be determined by a formula agreed upon by the Member Agencies. The Agency itself shall be responsible for its operation and activities and its debts, 14 liabilities and obligations. Its debts, liabilities and obligations do not constitute debts, liabilities or obligations of any Member Agency. The Member Agencies shall not be jointly and/or severally liable for acts or omissions of the Agency. B. Preparation of Annual Budget for Agency Expenses The Executive Director of the Agency shall submit an annual budget for Agency expenses for approval by the Board of the Agency. IV. ACCOUNTING AND AUDITS A. Accountin~ Procedures There shall be strict accountability of all funds and reports of all receipts and disbursements of the Agency. Full books and accounts shall be maintained for the Agency by the Executive Director and Auditor in accordance with the practices established by, or consistent with, those utilized by the Controller of the State of California for like public entities and, as a minimum, shall comply with Government Code Section 26909. In particular, the Agency's Executive Director and Auditor shall comply strictly with requirements of the statute governing joint powers agencies, Chapter 5, Division 7, Title 1 of the Government Code commencing at Section 6500. B. Audit The records and accounts of the Agency shall be 15 audited annually by an independent certified public accountant and copies of such audit reports shall be filed with the County Auditor, the State Controller and each participating Member Agency within six (6) months of the end of the fiscal year under examination. All costs of such audits shall be an expense of the Agency and the books and accounts of the Agency shall be open to inspection at all reasonable times by each of the Member Agencies. V. TERM AND TERMINATION A. The Agency shall exist at such time as this Agreement has been executed by all member agencies and shall remain in existence as long as necessary. B. This Agreement may be rescinded at any time by a majority of the Member Agencies. C. This Agreement may be terminated by a Member Agency for substantial breach thereof by another Member Agency, provided that the non-breaching Member Agencies serve the breaching Member Agency with written notice of intent to terminate and stating the facts which constitute the breach. The breaching Member Agency shall have a reasonable period, not less than thirty (30) days, in which to cure the breach. If, upon expiration of such period, the breach has not been cured, the non-breaching Member Agencies may terminate this Agreement by service of written notice of termination. Upon service of such notice of termination, the rights and obligations of the 16 parties hereunder shall be of no further force and effect. D. Upon dissolution of the Agency, all property acquired by the Agency as the result of the joint exercise of powers shall be returned to the Member Agency contributing such property, or, if not contributed by any Member Agency shall be divided and distributed to the Member Agencies in proportion to contributions made by such Member Agencies to the Agency. E. Upon dissolution of the Agency, all surplus funds of the Agency shall be returned to the Member Agencies in proportion to contributions made by such Member Agencies to the Agency. VI. JOINDER OF NEW PARTY Any public entity which has and possesses the common powers of the Member Agencies as set forth in this Agreement, may join the Agency by executing this Agreement and agreeing to abide by the terms hereof including participating in the administrative and planning costs involved; provided, however, that the Board consents, by a majority vote, to the new public entity joining the Agency. VII. MISCELLANEOUS A. Amendments to this Agreement may be amended only by all Member Agencies, as shown by resolution of their 17 legislative bodies. B. Notice. Any notice or instrument required to be given or delivered by depositing the same in any United States Post office within Orange County, registered or certified, postage prepaid, addressed to the Member Agencies at the addresses shown herein, shall be deemed to have been received by the Member Agency to whom the same is addressed at the expiration of seventy two (72) hours after deposit of the same in the United States mail. C. Severance. If any section, subsection, sentence, clause or phrase of this Agreement, or the application hereof, to any of the Member Agencies, or any other person or circumstances, is for any reason held invalid, the validity of the remainder of this Agreement, or the application of such provision to the other Member Agencies or to any other persons or circumstances, shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have set their hands and seals by their respective officers duly authorized on to this Agreement the date and year first herein above written. ¢2~r ~ ~Mayor ~ ~ l~)td-rney - __ ~ 18 DATED: CITY OF COSTA MESA ATTEST: By: Mayor APPROVED AS TO FORM: City Attorney DATED: CITY OF IRVINE ATTEST: By: Mayor APPROVED AS TO FORM: city Attorney DATED: CITY OF ORANGE ATTEST: By: Mayor APPROVED AS TO FORM: City Attorney DATED: CITY OF FULLERTON ATTEST: By: Mayor APPROVED AS TO FORM: City Attorney 19 DATED: COUNTY OF ORANGE, a political subdivision of the State of California By: Chairman, Board of Supervisors SIGNED AND CERTIFIED THAT APPROVED AS TO FORM THIS DOCUMENT HAS BEEN TERRY ANDRUS, COUNTY COUNSEL DELIVERED TO THE CHAIRMAN ORANGE COUNTY, CALIFORNIA OF THE BOARD. Linda D. Ruth Deputy Clerk of the Board of Supervisors of Orange County. California Date DATED: CITY OF SANTA ANA ATTEST: By: Mayor APPROVED AS TO FORM: City Attorney 20