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HomeMy WebLinkAbout12-04-2012 c3 rta amended joints powers agreement7 council Meeting Dat e December 4,201 2j agenOa nepont ,emNmee. • C3 C I T Y O F S A N L U I S O B I S P O FROM : Carrie Mattingly, Interim Director of Public Work s Prepared By : John Webster, Transit Manage r SUBJECT :REGIONAL TRANSIT AUTHORITY AMENDED JOINT POWER S AGREEMEN T RECOMMENDATIO N Approve a resolution to ratify the proposed amendments to the Regional Transit Authority Join t Powers Agreement . DISCUSSIO N The San Luis Obispo Regional Transit Authority (RTA) Joint Powers Agreement (JPA) wa s developed in 1990 and subsequently amended in 1998 . The current JPA does not identify th e opportunity for cities to appoint alternate members to vote in the absence of the primary member . Additionally, the JPA does not expressly permit RTA to incur debt . • RTA staff has worked with its legal counsel to review the current JPA document and develo p language that would address the two issues discussed above . Outdated agreement language wa s updated to reflect current conditions . All changes made to the JPA document must be ratified b y each member city and the county . The final JPA document must be submitted to the Secretary o f State within 30 days of the effective date of the amended agreement . RTA at its November 7, 2012 meeting approved minor language edits and clarifying amendment s for the ratification by member agencies . The City of San Luis Obispo signed the first amendment t o the JPA agreement on November 10, 1998 (Resolution 8886). Staff now recommends Counci l approve a resolution ratifying the second formal amendment of the JPA document provided a s Attachment 5 . CONCURRENCE S The Regional Transportation Advisory Committee recommended amending the JPA document o n October 17, 2012 . The RTA Board approved the proposed amendments at its meeting o n November 7, 2012 . FISCAL IMPAC T There are no fiscal impacts to the General Fund or the Transit Fund as part of Council's approval o f the proposed changes to the Regional Transit Authority Joint Powers Agreement . • RATIFICATION OF JOINT POWERS AGREEMENT Page 2 •ALTERNATIV E Deny Ratification of Amendment.Council can determine that the proposed amendments are not i n the best interest of the City of San Luis Obispo and refuse to ratify the changes and the current JP A document will remain in effect . Staff is not recommending this action as the proposed change s address specific issues, reflect current conditions, and do not to have a fiscal impact on membe r agencies . ATTACHMENT S 1.Resolution 8886 (November 10, 1998 ) 2.Joint Powers Agreemen t 3.Recommended Revisions to Joint Powers Agreemen t 4.Revised Joint Power Agreement 5.Resolution XXXX (2012 series) Resolution Ratifying the Joint Powers Agreemen t \\chstore4\team\coundl agenda repctls\2012\2012-12-04\ regional transit authority jpa agreement (mattingly-webster)tregianal transit authority amended Oa -12-04-12 vl .docx • • • ATTACHMENT-1 RESOLUTION NO . 8866 (1998 Series ) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO RATIFYING THE JOINT POWERS AGREEMENT FOR THE SAN LUIS OBISP O REGIONAL TRANSIT AUTHORIT Y WHEREAS, the San Luis Obispo Regional . Transit Authority was created by a Join t Powers Agreement between the Cities and County of San Luis Obispo ; and WHEREAS,any amendments require ratification by member agencies ; and WHEREAS, the San Luis Obispo Regional Transit Authority Board on September 2 , 1998, approved minor clean-up and clarifying amendments for the ratification by membe r agencies; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Sa n Luis Obispo does hereby ratify the San Luis Obispo Regional Transit Authority Joint Power s Agreement attached hereto as Exhibit A and incorporated herein by reference, and authorize th e Mayor to execute said agreement, and forward it to the San Luis Obispo Regional Transi t Authority. On motion of Council Member Williams ,seconded by council Membe r Roalman ,and on the following roll call vote : AYES :Council Members Roalman, Romero, Schwartz, Williams and Mayo r Settl eNOES:Non e ABSENT:Non e the foregoing resolution is hereby adopted on this 10th day of November ,1998 . Mayor C3-3 ATTACHMENT-1 Resolution No. 8866 (1998 Series) Page 2 APPROVED :. • C3-4 SAID LUIS OBISPO REGIONAL TRANSITnTHORITY ATTACHMENT-1 JOINT POWERS AGREEMEN T WITNESSETH : This Agreement is made and entered into this 9th day of March,1990,and amended on, 1998, by and among the incorporated cities of Arroyo Grande, Atascadero, 'E lPaso de Robles,Grover Beach,Morro Bay,Pismo Beach and San Luis Obispo,all beingmunicipalcorporationsin the County of San Luis Obispo, California (hereinafter called "Cities")and the County of San Luis Obispo, a body politic and corporate,and a subdivision of the Stateof California, (hereinafter called "County") WHEREAS, Section 6500 et seq of the California Government Code (Title 1, Div : 7, Chapter 5,Article 1)provides for agreements between two or more public agencies to jointly exercise any power common to the contracting parties,subject to certain mandatory provisionscontained therein ; and WHEREAS, the Cities and County have previously entered into a joint powers agreemen tfor the formation of the San Luis Obispo Council of Governments for the purpose of providing ,among other things, for a regional transportation agency ; an d WHEREAS, the San Luis Obispo Council of Governments, at a regularly held meeting o nMay 10,1989, voted to consolidate the administration of several transportation systems throug ha regional transit joint powers agreement . NOW THEREFORE,it is agreed as follows: ARTICLE I General Provisions Section1 .Purpose :The purpose of this Agreement is to exercise the common powers ofthememberagencies for the formation of Joint Powers Agreement with full power and authoritytoown, operate and administer a county-wide public transportation system within the boundariesand over the territory over which the Joint Powers Agency has jurisdiction . Section 2 . Name :The official name of the entity shall be San Luis Obispo Regiona lTransit Authority and hereafter referred to as SLORTA . ARTICLE I I Organizatio n Section 1 . Board Members:The membership of the SLORTA Governing Board, shall b ethe same as the membership of the San Luis Obispo Council of Governments (hereinafte rreferred to as SLOCOG).Section 2 .Board Meetings - Voting - Quorum : Regular meetings shall be generally hel d SLORTA IPA C3-5 ATTACHMENT-1 first week Of JU y, September; November,January,Malt and May or as specified in a biannuall yta adopted meeting calendar.Special meetings may be called by the President or upon • written request of atleastthree (3) members of the SLORTA Board . vocrng and quorum provisions shall be the same as those provided in the SLOCOG Join t Powers Agreement . Section 3. Officers :The officers of SLOCOG shall serve as officers of the Transi t Authority. Section 4 .Manager.The SLORTA Board shall designate a Regional Transit Manager t o operate SLORTA .The manager shall serve at the pleasure of SLORTA Board, with delegate dpowers to certify documents of the SLORTA Board as required by the law and to assume suc hduties and responsibilities as the Board may direct . .Section 5. Members : 1.The County of San Luis Obispo and all cities incorporated in the County of San LuisObispo presently or in the future, are declared eligible for membership . 2.Membership shall be contingent upon the execution of this Joint Power sAgreement. Section 6 . Boundaries and Service Levels :The service area boundaries shall be all of th earea within the boundaries of San Luis Obispo County as designated by the SLORTA Board.Any additional services beyond the level recommended by the Regional Transportation Plan o rmandated in the Unmet Transit Needs Hearing (PUC Section 99401 .5)may be instituted,bul•shall require unanimous approval of affected jurisdictions, with costs for the extra service to b edistributed on the basis of formula developed by the SLORTA Board members representing th eaffected jurisdictions . Section 7 . Committees : 1.Committees and subcommittees may be established as SLORTA may dee mappropriate. 2.Membership on "ad-Hoc" policy committees shall be at the discretion of th ePresident. Nothing herein . shall be construed to limit membership on these aforesaid committee sto officials of the member agencies . The President may appoint any individual deemed qua lifiedto serve on a committee . 3.Standing committees shall include the: a.Regional Transit Advisory Committee (RTAC) serving as a Regional Transi tProductivity Committee to advise the Board on the efficiency and effectiveness o fthe transit system. b.An Executive Committee comprised of the President,Vice President and thepast President and at least one representatives from the county of San Luis Obisp o (if none of the above)shall advise the Transit Manager and SLORTA on :draf);agendas, personnel issues, budget and Overall Work Program; controversia l sensitive and major policy issues ; and shall facilitate the annual performanc eevaluation of the Regional Transit Manager . Items for review shall be selected b y SWRTA RA 2 C3-6 ATTACHMENT-1 the 'Transit Manager in consultation with the Priident. All Committee member s may include agenda hems as they desire . For purposes of conducting business , two members shalt constitute a quorum . 4.No committee shall commit SLORTA on any matter or questions of policy . Such matters or questions can only be decided by SLORTA . 5.All committees shall receive clerical assistance from SLORTA staff and, b y agreement, SLOCOG staff for the purpose of maintaining minutes of meetings and other such duties as the Transit Manager may direct . The chair of each committee shall sign the origina l copy of the minutes indicating verification of contents upon committee adoption . Copies of minutes of all meetings shall be sent to members of SLORTA and the Transit Manager . ARTICLE ill Financial Provision s Section 1 .Budget :The Regional Transit Manager shall prepare an annual budget fo r Transit Authority adoption prior to commencement of each fiscal year . The approval of th e Annual Budget shall be in accordance with those procedures ptescnbed by the Joint Power s Agreement of SLOCOG . Accounting practices to be applied will conform with those used by San Luis Obisp o County, consistent with Transportation Development Act rules and regulations . • A Consolidated Fund balance and cash balance will carry forward from one year to th e The budget may additionally carry funds for future fiscal years where necessary t o develop a multi-year Capital Improvement Program- and to reflect obligations under state o f federal funding agreements, to the extent allowable, by Cal ifornia law. No member Agency shall be required to expend any of its general fund monies to support the operations of the Transit Authority .The operation of the transit system shalt be funded fromrevenues derived from operations, member Transportation Development Act fund contributions , grants, and any other appropriate revenue sources .Each member agency shall make an annualcontribution to the Transit Authority in accordance with the adopted budget . next. SLORTA IPA Any formula may be amended upon approval of all jurisdictions affected by that formul aand ratified by the Transit Authority . All population percentages utilized shall be those annually adopted by SLOCOG fo rallocating Transportation Development Act Funds based annually on estimates prepared by th eState Department of Finance pursuant to Section 2227 of the Revenue and Taxation Code fo rcities and by the County Planning Department for unincorporated communities. Section 2. Expenditures :The Transit Authority may establish procedures and policies t oinsure competitive prices for the purchases of goods and services . Formal bidding shall not b erequired unless directed specifically by the Transit Authority or unless required by state or federa llaw. Particularly in the purchase of equipment, including buses, the Transit Authority ma yconsider the design, maintenance and operating costs, and other similar factors in determinin gthe most suitable equipment and need not purchase equipment having the lowest initial cost . 3 C3-7 - ph ATTACHMENT-1 Section 3 .Treasurer and Auditor.Pursuant to Government Code Section 6505 .5, theTreasurer of the County of San Luis Obispo is hereby designated as Treasurer of the Transi t Authority. The Treasurer shall have the powers and duties set forth in Government Code Section • 6505 .5 . The Auditor/Controller of the County of San Luis Obispo is designated as the Auditor of this Transit Authority pursuant to Government Code Section 6505 .5. Section 4 . Annual Audit The Transit Authority shall cause an annual audit to be prepare dand filed in accordance with Government Code Section 6505 and Public Utilities Code Sectio n 99245 . Section 5 . Annual Report :The Regional Transit Manager shall prepare and submit a nannual report of the operations to the Transit Authority, SLOCOG, and State Controller within 9 0days of the end of the fiscal year pursuant to Public Utilities Code, Section 99243 . Section 6.Periodic Reporting :The Transit Authority may require periodic reporting o fridership, finances, or other information . It shall be the responsibility of the Regional Transi tManager and Contractor (if appropriate)to provide such reports in a form acceptable to th eTransit Authority . ARTICLE IV Authorit y Section I. Powers :The Transit Authority shall have all Powers necessary to carry out th epurpose of this Agreement, except the power to tax . Its power to expend funds shall be limited ionly by the availability of funds as set forth in ARTICLE Ill : Finances, Section I .The Powers ofthe Transit Authority specifically include, but are not limited to, the following : a.To solicit bids and negotiate contracts from private enterprise for services and/o roperation. b.To sue or be sued . c.To employ agents,employees and contract for professional services . d.To make and enter contracts including labor and employment contracts . a To acquire, convey, construct, manage, maintain and operate necessary equipment, building and improvements . f. To acquire and convey real and personal property . g- To incur debts, liabilities and obligations of financial assistance from State an dFederal agencies and to obligate the Transit Authority to operate the improvements, equipmen t or transportation system in accordance with the terms and conditions of said financial assistance . Section 2 . Transit Authority is a Public, Legal Entity :The Transit Authority is a publi c entity duly formed and existing under the laws of the State of California . It is a separate an d distinct legal entity from its member agencies . The debts, duties and obligations creater ~ pursuant to this Agreement, shall be solely the obligations of the Transit Authority and not thos e of its officers, employees, members of the Board of Directors or the member agencies . SLORTA RA 4 C3-8 • ATTACHMENT-1 ARTICLE V Miscellaneous Provision s Section 1 .Withdrawal of Member.A withdrawing member's financial obligation under thi sSection is limited to the withdrawing member's pro-rata share of the currently adopted operatin gbudget based upon ARTICLE III, Section 1 within the service area of the obligated commitment saffecting the withdrawing member and any SLOCOG's finding as to unmet transit needs that arereasonable to meet pursuant to Public Utilities Code Section 99401 .5. Section 2 .Amendment of Agreement .No amendment to this Agreement shall be mad ewithout the consent of all member agencies at the time of the amendment . Section 3.Ratification - Effective Date :This Agreement shall be deemed effective as t othose parties executing this agreement upon their execution of the agreement . Section 4 . Assignability:In the event it is deemed in the best public interest to have theTransit Authority operated by another individual or entity, whether public or private, and providedthat the assignment complies with State and Federal laws, the agency on affirmative vote of th emajority in accordance with Section 2 of ARTICLE II, may sell, lease or assign all of its real an dpersonalpropertyand cease operations upon such terms and conditions as the Transit Authorit ydetermines to be reasonable . Section 5 .Termination:This Agreement shall continue in full force and effect unti lrescinded by a majority of the member agencies. Section 6 . Notification to Secretary of State:Pursuant to Government Code Sectio n 6503.5,the Transit Authority shall cause a notice of the execution of this Agreement to beprepared and filed with the Office of the Secretary of the State of<Caliifornia,within thirty (30)days after the effective date of any amendment to this Agreement . Until such filings arecompleted,the Transit Authority shall not incur indebtedness of any kind . • SLORTA JPA 5 C3-9 ATTACHMENT-1 IN WITNESS IEREOF,the parties have executed tlAgreement as of the day and year firsthereinabove written . CITY OF ARROYO GRAND E By:Date: Mayor Resolution No . Clerk CITY OF ATASCADERO By:Date: Mayor Clerk Resolution No . CITY OF GROVER BEAC H By:Date :Mayo r Clerk Resolution No . CITY OF MORRO BAY By :Date :Mayor Clerk Resolution No . CITY OF PASO ROBLE S By:Date: Mayor Resolution No . Clerk SLORTA SPA 6 C3-10 CITY OF PISMO BEM ATTACHMENT-1 Date: Resolution No . By:Mayor • Clerk Date :CJU?7S Resolution No .14 /9S/ COUNTY OF SAN LUIS OBISP O By Date: Chair Resolution No . APPROVED AS TO FORM AND LEGAL EFFECT : JAC CRAWFOR D Legal Counse l By Legal Counsel Dated : Adopted by SLORTA 1998 SLORTA IPA 7 C3-11 O Counci l Regional Transportation Planning Agenc y Metropolitan Planning Organizatio n Census Data Affiliate - Service Authority for Reeways and Expresswa, JOINT POWERS AGREEMEN T OF THE SAN LUIS .OBISP000UNCIL OF GOVERNMENT S THIS JOINT POWERS ' AGREEMENT is made and entered into this 1Tth day of January ,..1976, and amended on November 4, 1982,September 19; 1984.Juy 19,1990,June 10, 19 9 June 2,1993, June B ;1994;rind August 5,1998 by and among such of the~incorporatedctlies o f Arroyo Grande, Atascedero; El Paso' de iRobles),G.rover-;Beach.Morro Say, Pismo Beach,and - San this Obispo,all beirig .municipal corporations of the State of California:and located will in ttie boundaries of the County of San -Liris Obispo; California, as st ay execute Pis :Agreement ,hereinafter called "CITIES,"_ and the County ofSan Luis Obispo abody poltic:end corporate aril asubdivision of the State of California, hereinafter r called "COUNTY," as follow s WHEREAS,Section 6500, et seq ,of the Cal forma Government Code (Title-1,DMsion 7 .. Chapter 5,'Article 1)provides for agreements:between two or more public :;agencies°to jointly exerciseany power common to the contracting parties, subject to :certain mandatoryprovisidns , =contained therein ;"and WHEREAS,the City of San Luts Obispo by virtue of its charter,and ble other incSorporated ` cities in the County . parties hereto,by virtue ofi .Sesfions. 65600 through 6560 4 inclusive, of th efliforrffia Governmentt Code ::have ttia;. joint and mutual power to treats an area pkanning council; Roritd L rSObirli -.Bi2sulrvf thttic[pr ~Yo fvrande ~~.., Gmver ee ;rcb :Morro Bay PS+o Robl e smraob, San cis Obispo CW 1 I5&Osos Street ;Ste 202,'Sail if. Obispo,CA 9340t 1 Tel ($05) 781-4219 Fa ;.{805) 781-5703 .. E=thrall sl000g@slonot org'~ Internet . httpa/wwwstoeet .org/ ipsiocog ' C3-12 SLOCOG JOINT POWERS •MENr ATTRA16 M%o.R I .PURPOSE •The member cities and county have joined together to establish the San Luis Obisp o Council of Governments for the following purposes : 1.As a Regional Agency, address issues of mutual concern to the county and the cities i n the San Luis Obispo region, and satisfy federal and state planning and programming mandates . 2.Provide a forum for planning, discussion, and study of areawide issues ; prepare and adopt regional plans and programs ; serve as the regional agency for federal and state programs an dfunding opportunities; and address other areawide issues based on the desires of the membe r jurisdictions . 3.Represent member jurisdictions as planner, programmer, and broker in developing a nefficient and effective multi-modal transportation system that provides for the mobility needs o fpeople, goods, and services while protecting the environment . 4.Maximize state and federal funding and facilitate the development, coordination, an dimplementation of local, and regional transportation programs to improve mobility and air quality . 5.Establish and operate a call box program in the County . These purposes are to be achieved through the following . methods : • 1 . Administer the Joint Powers Agency (JPA) as the Council of Governments (COG), th eMetropolitan Planning Organization (MPO), the Regional Transportation Planning Agency (RTPA),and the Service Authority for Freeways and Expressways (SAFE) for San Luis Obispo County . 2.Allocate applicable federal, state, and local transportation funds to member jurisdiction sconsistent with appropriate federal and state statutes, policies, and regulations, and adopte dboard policies and criteria . 3.Conduct a continuous, cooperative, and comprehensive inter-modal transportatio nplanning and project programming process that satisfies federal and state requirements . 4.Facilitate and monitor the assessment, coordination, funding, utilization, and improvemen tof an effective and efficient inter-modal transportation system that satisfies the existing an dprojected' Mobility needs of the region . 5.Develop and operate a Countywide call box system in coordination and cooperation wit hthe California Highway Patrol (CHP) and the California Department of Transportatio n(CALTRANS). 6.Serve as the Regional Census Data affiliate to analyze and disseminate socoeconomicand demographic data for integration into local and regional studies and plans. 7.Discuss and study area-wide problems of mutual interest and concern to the cities an dcounty and facilitate the development of policies and action recommendations for the solution o fsuch problems . C3-13 LOCOG JOINT POWERS .mEN T II.ESTABLISHMENT OF THE SAN LUIS OBISP O COUNCIL OF GOVERNMENTS (SLOCOG ) Upon the effective date of this agreement the parties hereto reaffirm the establishment o f the San Luis Obispo Council of Governments hereinafter, SLOCOG, a separate and distinc t public entity, as the agent to. exercise the common powers provided for in this Agreement, and t o administer or otherwise execute this Agreement . When originally established, SLOCOG was known as the San IS Obispo County an d Cities Area Planning and Coordinating Council, subsequently renamed respectively: the San Lui s Obispo Council of Governments (SLOCOG), the San Luis Obispo Area Coordinating Counci l (SLOACC), and back to SLOCOG . SLOCOG, as successor entity to the original CO G established in 1968, insofar as its predecessor entity has been designated, and insofar as legall y authorized shall function as : 1.An Area Wide Planning Organization (APO), as designated by the U . S. Department of Housing and County Development (HUD); 2.A Council of Governments (COG), as designated by the Governor of the State o fCalifornia; 3.A Regional Transportation Planning Agency (RTPA) as designated by the Secretary o fBusiness and Transportation Agency of the State of California ; 4.A Metropolitan Planning Organization (MPO) as designated by the U . S . Department ofTransportation; and 5.A Service Authority for Freeways and Expressways (SAFE) as designated by the Count yof San IS Obispo and a majority of cities with a majority of population . 6 .A Census Data Affiliate as designated by the U .S . Bureau of the Census . Ill .POWERS The San Luis Obispo Council of Governments hereinafter called "SLOCOG," is hereb ycreated as a voluntary agency pursuant to applicable provisions of the California Governmen t Code with the power to carry out the purposes hereinabove stated and to implement the approve dannual work program, including the power to : contract for goods and services ; provide fo remployment of necessary personnel, experts and consultants ; accept gifts, bans, and grants ; acquire, hold and convey real and personal property; incur debts, obligations and liabilities ; sue and be sued ; and administer the affairs of SLOCOG hereby created in accordance with thi s Agreement Pursuant to Section 6508 .1, California Government Code, it is hereby declared by COUNTY and CITIES that the debts, liabilities and obligations of the SLOCOG shall not be th e debts, liabilities and obligations of any of the parties to this Agreement, except as otherwis e provided herein . C3-1 4 ATTACHMENT-1 PAGE NO.3 1 • SLOCOG JOINT POWERS •EMENr •ATTARt:aO.4 IV. MEMBERSHIP 1.Membership in SLOCOG shall be voluntary, but only the County of San Luis Obispo an d all cities incorporated in the County of San Luis Obispo presently or in the future, are declare d eligible for memOership in SLOCOG . 2.Represehtatives of the COUNTY and CITIES shall be appointed to serve on SLOCOG i n accordance with procedures established by each of the governing bodies of the membe r agencies . Delegates to SLOCOG, referred to as `Board Members", shall consist of the fiv e members of the Board of Supervisors of the County of San Luis Obispo from time to time in offic e and of one member from the governing body of each incorporated city within the boundaries o f the County of San Luis Obispo which is a party to this Agreement, with each incorporated are a being limited tolone representative . Representatives shall serve so long as they hold office with their member agency or until the y shall resign or be removed by a majority vote of their respective governing bodies . Vacancie s among representatives shall be filled in the same manner as the first appointmen t The Director of the California Department of Transportation, District 5, or his/her appointee, ma y sit as an ex officio member of the Board . He or she shall receive all meeting notices an d agendas, have the right to participate in Board discussions, and have the right to request matter s on the agenda, but shall not be counted towards a quorum of the Board and shall have no vote . 3.Member city agencies may elect to have an alternate members) from their city council i n addition to any official member, but said altemate(s) shall be able to vote only in the absence o f the official representative . 4.Designation of the official representative or altemate(s), or changes thereto, shall b e transmitted in writing to the Executive Director of SLOCOG by the appointing city . 5.In addition to the incorporated cities presently a party to this Agreement any other cit y which may hereafter be incorporated within the boundaries of the County of San Luis Obispo and which may desire to participate in the activities of the SLOCOG may do so by executing thi s Agreement without prior approval or ratification of the named patties to this Agreement and shal l thereafter be governed by all the terms and provisions of this Agreement as of the date o f execution . 6 .Membership shall be contingent upon the execution of this Joint Powers Agreemen t V. OPERATIO N 1 . The, powers of SLOCOG are advisory to the member agencies which execute thi s Agreement except for those actions mandated by state or federal law for the processing o f applications submitted by any of the member agencies for federal and state grants or funds whic hrequire action by SLOCOG . Nothing herein shall be construed to limit in any manner the power o fany of the ;parties to initiate and complete a local project within their respective jurisdictions wit htheir own funds . It is understood, however, that the recommendations of SLOCOG may have th e effect of precluding any favorable action by an agency of the state or federal government i n support of such a project if other than local financing is sought, as determined by the respectiv estate or federal agency under law, regulations and policies applicable to them . C3-15 SLOCOG JOINT POWERS AT ATTAC Kkb.s 2.Except as otherwise provided herein;there shall be no costs incurred by SLOCO G pursuant hereto, other than expenses of its members, which are to be borne by their respectiv e entities, and the cost of services by the officers and personnel of the respective entities to sai d SLOCOG, upon approval of such services by the governing bodies hereof, shall likewise be born e by the respective entities. All costs incurred by SLOCOG performing functions as the MPO and RTPA for San Lui s Obispo County as designated by the State shall be paid out of the transportation fund establishe d pursuant to Section 29530, et seq ., Government Code as provided for therein, and State an d Federal planning funds . All costs incurred by SLOCOG performing functions as the SAFE for San Luis Obisp o County, as designated by adopted local resolutions, shall be paid out of the SAFE fund established pursuant to Section 2550, of the Streets and Highway Code as provided for therein . 3.Costs of SLOCOG for each fiscal year which are necessary for the ordinary operation of SLOCOG,including but not limited to salaries,office space,furniture, and services and supplie s shall be set forth in the budget as part of the annual work program of SLOCOG and shall be funded from designated funds as approved by SLOCOG and applicable state and federal agencies .Extraordinary costs as recommended by SLOCOG shall be borne by contribution s from the member entities as approved by their governing bodies. Costs of all other extraordinary activities undertaken by SLOCOG as the Areawide Planning Organization shall be set forth in the budget as part of the annual work program an d shall be funded from contributions from member entities as approved by their governing boards o r from designated funds as approved by SLOCOG and/or applicable state and federal agencies . 4.The annual work program and budget, when adopted, shall be the basis for operation o f SLOCOG for the fiscal year. My deviation from the work program affecting the budget shall b e approved by SLOCOG . My extraordinary costs which have not been funded as part of the COG , MPO, RTPA and SAFE budget requiring local contributions, shall be returned to the membe r agencies for approval . 5.For purposes of conducting business, there shall be present a quorum consisting of a majority of representatives, including one (1) COUNTY representative . No action shall be effective without the affirmative votes of a majority of those present . However, eight (8) affirmative votes shall be required for taking any action in the event any agency demands such a vote .The representatives to SLOCOG shall adopt such procedures as are consistent with thi s Agreement and necessary to conduct the business of SLOCOG in an orderly manner. VI .OFFICERS 1.Officers . The officers of SLOCOG shall consist of a President and Vice President electe d for a term of one year by a majority vote of member agency representatives to SLOCOG . 2.Both the President and Vice-President of SLOCOG shall be elected at the January meeting. 3.The officers shall serve until their successors are elected . C3-16 • • sLoCOG JOINT POWERS 0EEMENT • ATTACIENT NO.6 • 4.The duties of the officers shall be as follows : a . President : 1) Shall preside over all meetings of SLOCOG and the Executive Committee a s Chairperson . 2)Shall appoint all standing committees . 3)Shall exercise general supervision over all activities of said SLOCOG . 4)Shall be an ex-officio member of all committees . 5)Shall execute all contracts and legal documents on behalf of SLOCOG .. b. Vice-President 1)Shalt serve as President Pm-tern (delegated to temporarily serve as chair) in th e absence of the President . 2)Shall give whatever aid is necessary to the Presidentin administering SLOCOG . 3)Shall be an ex-officio member of all committees . 5 . In the event of a vacancy occurring in the office of either the President or Vice-Presiden t upon said officer's death, resignation, removal or his/her ceasing to be an official representative o f a member city of the County of San Luis Obispo, such vacancy will be filled by majority vote of th e SLOCOG with the officer elected to serve for the balance of the unexpired term . VII. PERSONNEL AND SERVICE S 1 .Executive Director .The Executive Director shall be selected by, and shall serve at th e pleasure of and upon the terms prescribed by the SLOCOG Board . The powers and the duties o f the Executive Director are to : a.Serve as the chief administrative officer for SLOCOG and to be responsible t o SLOCOG for the administration of all SLOCOG affairs . b.Supervise and direct the preparation of the annual work program and budget t o SLOCOG and be responsible for its implementation after adoption by SLOCOG . c.Attend meetings of SLOCOG Board and act as Secretary to the SLOCOG Board . d.Disburse all funds in accordance with the policies of the County-Treasurer and th e County Auditor/Controller and the budget and work program adopted by SLOCOG . e.Prepare and submit to SLOCOG periodic financial reports and prepare a written yea r end report reflecting activities of the preceding fiscal year, said year end report to b e distributed to each of the participating member bodies . f.Appoint, supervise, suspend, discipline, or remove SLOCOG employees subject t o policies and procedures adopted by SLOCOG . Maintain a record of all financial transactions, correspondence and reports o fSLOCOG.9 . SLOCOG JOINT POWERS AAEMENT ATTA PAGE N0.7 h.Contract and assure completion of an annual fiscal audit of SLOCOG and a triennia l performance audit of SLOCOG . i.Perform such other duties as SLOCOG may require in carrying out the policies an d direction of SLOCOG Board . Maintain custody and control of all property of SLOCOG, other than monies an d securities . 2. Legal Counsel .The San Luis Obispo County Counsel's Office shall serve as lega l counsel at the pleasure of SLOCOG Board and shall be reimbursed for services rendered . Treasurer .The Treasurer of the County of San Luis Obispo shall be the Treasurer of th e SLOCOG . Treasurer shall : a.Receive and receipt all money of SLOCOG and place it in the treasury of San Luis Obispo County to the credit of SLOCOG . b.Be responsible for the safekeeping and disbursement of all SLOCOG money held b y him/her. c.Pay any sums due from SLOCOG, from SLOCOG'S funds held by him/her or an y portion thereof, upon warrants of the SLOCOG controller designated herein . d.Verify and report in writing as soon as possible after the first day of July, October , January, and April of each year to SLOCOG the amounts of monies he/she holds fo r SLOCOG, the amount of receipts since his/her last report, and any interest accrued to those funds. e.Invest funds . SLOCOG shall reimburse the Treasurer for the actual cost of services rendered . 4.Controller .The Auditor-Controller of the County of San Luis Obispo shall serve as the Controller at the pleasure of the SLOCOG Board and shall be reimbursed for service s rendered . The Controller shall : a.Draw warrants to pay demands against SLOCOG when the demands have bee n approved by the COG Board and/or the COG Executive Director . He/She shall b e responsible on his/her official bond for his/her approval of disbursement of SLOCO G money . b.Keep and maintain records and books of account under the custody of the Controlle r on the basis of generally accepted accounting practices . C3-18 • • 1 ATTACHMENT-1 PAGE NO .8 • SLOCO G JOINT POWERS •EMEN T c. Make available all such financial records of SLOCOG to a certified public accountan t or public accountant contracted by SLOCOG to make an annual audit of the accounts and records of SLOCOG . The minimum requirements of the audit shall be thos e prescribed by the State Controller for special districts under Section 26909 of th e Government Code and shall conform to generally accepted auditing standards . SLOCOG shall reimburse the Auditor/Controller for the cost of services rendered . 5 . Bond Requirement s a . The Executive Director and such other employees of SLOCOG as may be designate d by the COG Board, shall file with SLOCOG an official fidelity bond in a su m determined by the Council as security for the safekeeping of SLOCOG propert y entrusted to such employees . Premiums for such bonds shall be paid by SLOCOG . b. The County Treasurer, and Auditor-Controller shall be bonded or self-insured throug h the county in-lieu of bonds (in accordance with Government Code Section 24156) in the sum of $1000 . Vill .MEETING S 1.Regular meetings of SLOCOG shall be held at least six (6) times a year or at more frequent intervals as approved by SLOCOG. 2.Special meetings may be called by the President or upon written request of at least thre e (3) representatives of SLOCOG . Actual notice of special meetings must be given at least thre e (3) business days in advance . 3.Meetings shall be open to the public as required by state law . 4.Regular meetings shall be generally held in the first week of August, October, December . February, April and June, as specified in the calendar adopted at the June and January meetings . 5.The Executive Director of SLOCOG will direct the publication of notices of all meeting s pursuant to state law. 6.Only official representatives or alternates shall represent a member of SLOCOG or vot e on any motion before SLOCOG . 7.The meeting agenda shall be prepared by the Executive Director to SLOCOG . Agend a material shall be submitted to the Executive . Director at least fourteen (14) calendar days prior t o the next regular meeting and distributed to members at least twelve (12) calendar days prior to th e next regular meeting to allow member agencies to advise their representatives on tentative vot e subject to independent judgment of delegate based on public testimony . Unless authorized by four-fifths vote of the representatives at a regular meeting, only agenda items shall be considere dbySLOCOGpursuanttoprovisionsofthe Brown Act . 8.SLOCOG, at the discretion of the President may memorialize any of its actions byresolution. ATTACHMENT-1 GRAM •PAGE NO.9 AocoG JOINT POWERS A Robert's Rules of Order, or such other rules as SLOCOG may adopt, will govern al l proceedings not specifically provided for herein . 10.Executive sessions shall be held in accordance with applicable law . 11.SLOCOG shall hold public hearings for the adoption of Regional Plans . 12.Minutes of all SLOCOG meetings shall be kept by the Executive Director to SLOCOG and shall be submitted to member agencies . IX. COMMITTEE S 1 .Committees and subcommittees may be established as SLOCOG may deem appropriate . 2 . Membership on "ad-Hoc" policy committees shall be at the discretion of the President . Nothing herein shall be construed to limit membership on these aforesaid committees to official s of the member agencies . The President may appoint any individual deemed qualified to serve o n a committee . 3 .Standing committees shall include the : a.Administration Committee, comprised of all managers and administrators o f member jurisdictions ; b.Technical Transportation Advisory Committee (TTAC) and the Citizen's Transportation Advisory Committee (CTAC) to advise the board on transportation issue s per adopted Committee bylaws . c.Regional Transit Advisory Committee serving as the Regional Transit Productivity Committee to advise the board on the efficiency and effectiveness of transit systems an d fulfill all responsibilities as required by Sections 99238 and 99244 of the Public Utilitie s Code ; and d.An Executive Committee comprised of the President, Vice President and the pas t President and at least one representative from the county of San Luis Obispo (if none o f the above). Said committee is to advise the Executive Director and SLOCOG on : draft agendas, personnel issues, budget and Overall Work Program ; controversial, sensitiv e and major policy issues ; and shall facilitate the annual performance evaluation of th e Executive Director . Items for review shall be selected by the Executive Director wit h consultation by the President . All Committee members may include agenda items a s they desire . For purposes of conducting business, a quorum shall constitute tw o members . 4 .No committee shall commit SLOCOG on any matter or questions of policy . Such matters or questions can only be decided by SLOCOG . 5 . All committees shall receive clerical assistance from SLOCOG staff for the purpose o f maintaining minutes of meetings and other such duties as the Executive Director may direct . Th e chair of each committee shall sign the original copy of the minutes indicating verification of contents upon committee adoption . Copies of minutes of all meetings shall be sent to member s of SLOCOG and the Executive Director .C3-20 • • spCOG JOINT POWERS *DENT X.FINANC E 1.sLOCOG shall have no power to expend funds on any project for which funds have not bee n budgeted, nor on any item in excess of the budgeted amount . 2.The Treasurer of the County of San Luis Obispo is designated the depository, and shall hav e custody of all money of SLOCOG from whatever source received . SLOCOG shall contract wit h an independent certified professional accountant to conduct annual fiscal audits as required by th e California Public Utilities Code Section 99245 and the Federal Single Audit Act of 1984 . • ATTACHMENT-1 PAGE NO. 1 0 XI . CITIZEN INVOLVEMEN T SLOCOG shall carry out a process for citizen involvement in major decisions in accordance wit h an adopted Public Involvement Plan for Transportation Planning . Such process shall include: Transportation Advisory Committee(s) for advising SLOCOG on transportation issues ; legal notices, and or press releases for adoption of all plans and for the allocation of and prioritization o f funding; and widespread distribution of an agency newsletter . Xil . WITHDRAWAL AND DISSOLUTIO N 1.The parties to this Agreement pledge full cooperation and agree to assign representative sto serve as official members of SLOCOG or any committee or subcommittee thereof who shall actfor and on behalf of their city or county in any or all matters which shall come before SLOCOG ,subject to any necessary approval of their acts by the governing bodies of CITIES and COUNTY . 2.My party to this Agreement may withdraw from SLOCOG and terminate its participation i nthis agreement by resolution of its governing body . The withdrawal of the member shall have n oeffect on the continuance of this Agreement among the remaining members and the Agreemen tshall remain in full force and effect as respects the remaining members . 3.A member withdrawing shall not be liable for the payment of further contributions fallin gdue beyond the date of withdrawal and shall have no right to reimbursement . of any moniespreviously paid to SLOCOG, provided, however, that SLOCOG may authorize a reimbursement i fin its judgment such reimbursement is fair and equitable and can be done without jeopardy to theoperation of SLOCOG . If any party hereto fails to pay its contribution, as determined b ySLOCOG, said entity shall be deemed to have voluntarily withdrawn from SLOCOG . 4.SLOCOG may be dissolved at any time and this Agreement rescinded by a join tagreement executed by COUNTY and CITIES which are parties hereto . Said rescissionAgreement shall provide for the orderly payment of all outstanding debts and obligations and fo rthe return of any surplus funds of SLOCOG in proportion to the contributions made . All. EFFECTIVIT Y This Agreement shall take effect upon its execution by the chairman or mayor and clerks of th egoverning bodies of the County of San Luis Obispo and at least four (4) cities, pursuant t oresolutions of such governing bodies authorizing such execution and shall remain in full force an deffect until dissolved pursuant to the provisions herein . This Agreement may be executed in eigh t(8) counterparts which together shall constitute a single agreement . C3-21 ,ptOGJOIlVTPOWERS ]VENT An PAGE NN O.1 1 ~N WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day an d year first hereinabove written . CITY OF ARROYO GRAND E By :Date : Mayor Resolution No . Clerk CITY OF ATASCADERO By :Date : Mayor Resolution No .Clerk CITY OF GROVER BEACH • By: Mayor Date:• Clerk CITY OF MORRO BAY By: Mayor Clerk CITY OF PASO ROBLE S By. Mayor Resolution No . Date: Resolution No . Date : Resolution No . Clerk SLOCOG JOINT POWERS *EMENT ATTAtAfROKO. 1 2 CITY OF PISMO BEAC H By: Mayor Clerk COUNTY OF SAN LUIS OBISP O By: Chai r Clerk Date Resolution No . Date://M I( Resolution No .8g‘27 Date: Resolution No . APPROVED AS TO FORM AND LEGAL EFFECT : JAC CRAWFORD SLOCOG Legal Counse l By: Legal Counsel Dated : Adopted by SLOCOG August 5, 199 8 MSloma.uRwdTOVERALwowcpROGRAM 1998-&90109-Agencypdinishaea 0200-BaaQ Canniee AiOnWOGBOaMPASaOCOGJPAd x C3-23 ATTACMENT 2 EXHIBIT A SAN LUIS OBISPO REGIONAL TRANSIT AUTHORIT Y JOINT POWERS AGREEMEN T WITNESSETH : This Agreement is made and entered into this 9th day of March,1990, and amended o n ,1998, by and among the incorporated cities of Arroyo Grande, Atascadero, E l Paso de Robles, Grover Beach, Morro Bay, Pismo Beach and San Luis Obispo, all bein g municipal corporations in the County of San Luis Obispo, California (hereinafter called "Cities") and the County of San Luis Obispo, a body politic and corporate, and a subdivision of the Stat e of California, (hereinafter called "County") WHEREAS,Section 6500 et seq of the California Government Code (Title 1, Div . 7 , Chapter 5, Article 1) provides for agreements between two or more public agencies to jointl y exercise any power common to the contracting parties, subject to certain mandatory provision s contained therein ; an d WHEREAS,the Cities and County have previously entered into a joint powers agreemen t for the formation of the San Luis Obispo Council of Governments for the purpose of providing , among other things, for a regional transportation agency ; and WHEREAS, the San Luis Obispo Council of Governments, at a regularly held meeting o n May 10, 1989, voted to consolidate the administration of several transportation systems throug h a regional transit joint powers agreement. NOW THEREFORE, it is agreed as follows : ARTICLE I General Provision s SectionI .Purpose:The purpose of this Agreement is to exercise the common powers o f the member agencies for the formation of Joint Powers Agreement with full power and authorit y to own, operate and administer a county-wide public transportation system within the boundarie s and over the territory over which the Joint Powers Agency has jurisdiction . Section 2 . Name :The official name of the entity shall be San Luis Obispo Regiona l Transit Authority and hereafter referred to as SLORTA. ARTICLE I I Organizatio n Section 1 . Board Members :The membership of the SLORTA Governing Board, shall b e the same as the membership of the San Luis Obispo Council of Governments (hereinafte r referred to as SLOCOG). Section 2 .Board Meetings - Voting - Quorum : Regular meetings shall be generally held • SLORTA IPA I B-1-2 C3-2g-9 • • • ATTACMENT 2 in the first week of July, September, November, January, March and May or as specified in abiannually adopted meeting calendar . Special meetings may be called by the President or upo nwritten request of at least three (3) members of the SLORTA Board . Voting and quorum provisions shall be the same as those provided in the SLOCOG Join tPowers Agreement . Section 3 . Officers :The officers of SLOCOG shall serve as officers of the Transi tAuthority. Section 4.Manager.The SLORTA Board shall designate a Regional Transit Manager t ooperate SLORTA . The manager shall serve at the pleasure of SLORTA Board, with delegate d powers to certify documents of the SLORTA Board as required by the law and to assume suc h duties and responsibilities as the Board may direct . Section 5 . Members : 1.The County of San Luis Obispo and all cities incorporated in the County of San Lui s Obispo presently or in the future, are declared eligible for membership . 2.Membership shall be contingent upon the execution of this Joint Power s Agreement . Section 6 . Boundaries and Service Levels :The service area boundaries shall be all of th e area within the boundaries of San Luis Obispo County as designated by the SLORTA Board . Any additional services beyond the level recommended by the Regional Transportation Plan o r mandated in the Unmet Transit Needs Hearing (PUC Section 99401 .5) may be instituted, but shall require unanimous approval of affected jurisdictions, with costs for the extra service to b e distributed on the basis of formula developed by the SLORTA Board members representing th e affected jurisdictions . Section 7 . Committees : 1.Committees and subcommittees may be established as SLORTA may dee m appropriate . 2.Membership on "ad-Hoc" policy committees shall be at the discretion of th e President . Nothing herein shall be construed to limit membership on these aforesaid committee s to officials of the member agencies . The President may appoint any individual deemed qualifie d to serve on a committee . 3.Standing committees shall include the : a.Regional Transit Advisory Committee (RTAC) serving as a Regional Transit Productivity Committee to advise the Board on the efficiency and effectiveness o f the transit system . b.An Executive Committee comprised of the President, Vice President and th e past President and at least one representatives from the county of San Luis Obisp o (if none of the above) shall advise the Transit Manager and SLORTA on :draft agendas, personnel issues, budget and Overall Work Program ; controversial , sensitive and major policy issues ; and shall facilitate the annual performanc e evaluation of the Regional Transit Manager . Items for review shall be selected b y SLORTA JPA 2 B-1-3 C3-26 - 4 z ATTACMENT 2 the Transit Manager in consultation with the President . All Committee member s may include agenda items as they desire . For purposes of conducting business , two members shall constitute a quorum . 4.No committee shall commit SLORTA on any matter or questions of policy . Suc h matters or questions can only be decided by SLORTA . 5.All committees shall receive clerical assistance from SLORTA staff and, b y agreement, SLOCOG staff for the purpose of maintaining minutes of meetings and other suc h duties as the Transit Manager may direct . The chair of each committee shall sign the origina l copy of the minutes indicating verification of contents upon committee adoption . Copies o f minutes of all meetings shall be sent to members of SLORTA and the Transit Manager . ARTICLE II I Financial Provision s Section 1 .Budget:The Regional Transit Manager shall prepare an annual budget fo r Transit Authority adoption prior to commencement of each fiscal year . The approval of th e Annual Budget shall be in accordance with those procedures prescribed by the Joint Power s Agreement of SLOCOG . Accounting practices to be applied will conform with those used by San Luis Obisp o County, consistent with Transportation Development Act rules and regulations . A Consolidated Fund balance and cash balance will carry forward from one year to th e next . The budget may additionally carry funds for future fiscal years where necessary t o develop a multi-year Capital Improvement Program and to reflect obligations under state o f federal funding agreements, to the extent allowable by California law . No member Agency shall be required to expend any of its general fund monies to suppor t the operations of the Transit Authority . The operation of the transit system shall be funded fro m revenues derived from operations, member Transportation Development Act fund contributions , grants, and any other appropriate revenue sources . Each member agency shall make an annua l contribution to the Transit Authority in accordance with the adopted budget . Any formula may be amended upon approval of all jurisdictions affected by that formula and ratified by the Transit Authority . All population percentages utilized shall be those annually adopted by SLOCOG fo r allocating Transportation Development Act Funds based annually on estimates prepared by th e State Department of Finance pursuant to Section 2227 of the Revenue and Taxation Code fo r cities and by the County Planning Department for unincorporated communities . Section 2 . Expenditures :The Transit Authority may 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 Transit Authority or unless required by state or federa l law. Particularly in the purchase of equipment, including buses, the Transit Authority ma y consider the design, maintenance and operating costs, and other similar factors in determinin g the most suitable equipment and need not purchase equipment having the lowest initial cost . SLORTA SPA 3 • • • B-1-4 C3--2a • • • ATTACMENT 2 Section 3 .Treasurer and Auditor :Pursuant to Government Code Section 6505 .5, the Treasurer of the County of San Luis Obispo is hereby designated as Treasurer of the Transi t Authority . The Treasurer shall have the powers and duties set forth in Government Code Sectio n6505.5 . The Auditor/Controller of the County of San Luis Obispo is designated as the Auditor o f this Transit Authority pursuant to Government Code Section 6505 .5 . Section 4 . Annual Audit:The Transit Authority shall cause an annual audit to be prepare d and filed in accordance with Government Code Section 6505 and Public Utilities Code Sectio n 99245 . Section 5. Annual Report:The Regional Transit Manager shall prepare and submit a n annual report of the operations to the Transit Authority, SLOCOG, and State Controller within 9 0 days of the end of the fiscal year pursuant to Public Utilities Code, Section 99243 . Section 6.Periodic Reporting :The Transit Authority may require periodic reporting of ridership, finances, or other information. It shall be the responsibility of the Regional Transi t Manager and Contractor (if appropriate) to provide such reports in a form acceptable to th e Transit Authority . ARTICLE IV Authority Section I . Powers :The Transit Authority shall have all Powers necessary to carry out th e purpose of this Agreement, except the power to tax . Its power to expend funds shall be limite d only by the availability of funds as set forth in ARTICLE Ill : Finances, Section 1 . The Powers o f the Transit Authority specifically include, but are not limited to, the following : a.To solicit bids and negotiate contracts from private enterprise for services and/o r operation . b.To sue or be sued . c.To employ agents, employees and contract for professional services . d.To make and enter contracts including labor and employment contracts . e.To acquire, convey, construct, manage, maintain and operate necessar y equipment, building and improvements . f.To acquire and convey real and personal property . g- To incur debts, liabilities and obligations of financial assistance from State an d Federal agencies and to obligate the Transit Authority to operate the improvements, equipmen t or transportation system in accordance with the terms and conditions of said financial assistance . Section 2 . Transit Authority is a Public, Legal Entity :,The Transit Authority is a publi c entity duly formed and existing under the laws of the State of California . It is a separate and distinct legal entity from its member agencies . The debts, duties and obligations create d pursuant to this Agreement, shall be solely the obligations of the Transit Authority and not thos e of its officers, employees, members of the Board of Directors or the member agencies . SLORTA WA 4 B-1-5 C3-"2v ATTACMENT 2 ARTICLE V Miscellaneous Provision s Section 1 .Withdrawal of Member.A withdrawing member's financial obligation under thi s Section is limited to the withdrawing member's pro-rata share of the currently adopted operatin g budget based upon ARTICLE Ill, Section 1 within the service area of the obligated commitment s affecting the withdrawing member and any SLOCOG's finding as to unmet transit needs that ar e reasonable to meet pursuant to Public Utilities Code Section 99401 .5 . Section 2 .Amendment of Agreement:.No amendment to this Agreement shall be mad e without the consent of all member agencies at the time of the amendment . Section 3 .Ratification - Effective Date :This Agreement shall be deemed effective as t o those parties executing this agreement upon their execution of the agreement . Section 4 . Assignability:In the event it is deemed in the best public interest to have th e Transit Authority operated by another individual or entity, whether public or private, and provide d that the assignment complies with State and Federal laws, the agency on affirmative vote of th e majority in accordance with Section 2 of ARTICLE II, may sell, lease or assign all of its real an d personal property and cease operations upon such terms and conditions as the Transit Authorit y determines to be reasonable . Section 5 .Termination :This Agreement shall continue in full force and effect unti l rescinded by a majority of the member agencies . Section 6 . Notification to Secretary of State :Pursuant to Government Code Sectio n 6503.5, the Transit Authority shall cause a notice of the execution of this Agreement to b e prepared and filed with the Office of the Secretary of the State of California, within thirty (30 ) days after the effective date of any amendment to this Agreement . Until such filings ar e completed, the Transit Authority shall not incur indebtedness of any kind. • 5SLORTA SPA • B-1-6 C3-2e ATTACMENT 2 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year firs t • hereinabove written . CITY OF ARROYO GRAND E By :Date : Mayor Resolution No . Clerk CITY OF ATASCADER O By :Date : Mayor Resolution No . Clerk CITY OF GROVER BEAC H By :Date : Mayo r •Clerk Resolution No . CITY OF MORRO BAY By :Date : Mayor Resolution No . Clerk CITY OF-PASO ROBLES By :Date: Mayor Resolution No . Clerk SLORTA IPA 6 B-1-7 c3-itY'-1 k • ATTACMENT 2 CITY OF PISMO BEACH By:Date :Mayor Resolution No . Date:CJ~(J Resolution No ./. COUNTY OF SAN LUIS OBISP O By :,Date :Chair Resolution No . APPROVED AS TO FORM AND LEGAL EFFECT : JAC CRAWFOR DLegal Counse l By :Legal Counse l Dated: Adopted by SLORTA , 199 8 SLORTA JPA B-1-8 C3- -2 7 Clerk .CITY OF SAN LUIS OBIS` • • 7 ATTACMENT 2 SAN LUIS OBISPO REGIONAL TRANSIT AUTHORIT Y •JOINT POWERS AGREEMEN T WITNESSETH :This Agreement is made and entered into this 9 th day of March, 1990, an d amended on 9!21982""—d day of September,1998,and further amended o n , 2012,by and among the incorporated cities of Arroyo Grande ,Atascadero, EL Paso de Robles, Grover Beach, Morro Bay, Pismo Beach and San Lui s Obispo, all being municipal corporations in the County of San Luis Obispo, Californi a (hereinafter called "Cities") and the County of San Luis Obispo, a body politic an dcorporate, and a subdivision of the State of California, (hereinafter called "County")_ WHEREAS, Section 6500 et seq .of the California Government Code (Title 1 ,Div . 7, Chapter 5, Article 1) provides for agreements between two or more publi cagencies to jointly exercise any power common to the contracting parties, subject t ocertain mandatory provisions contained therein ; an d WHEREAS, the Cities and County have previously entered into a joint power sagreement for the formation of the San Luis Obispo Council of Governments for th epurpose of providing, among other things, for a regional transportation agency ; an d WHEREAS, the San Luis Obispo Council of Governments, at a regularly hel dmeeting on May 10, 1989, voted to consolidate the administration of severa l •transportation systems through a regional transit joint powers agreement . NOW THEREFORE, it is agreed as follows : ARTICLE IGeneral Provision s Section 1 . Purpose :The purpose of this Agreement is to exercise the commo npowers of the member agencies for the formation of a Joint Powers Agreement with ful lpower and authority to own, operate and administer a county-wide public transportatio nsystem within the boundaries and over the territory over which the Joint Powers Agenc yhas jurisdiction . Section 2 . Name :The official name of the entity shall be San Luis Obisp o 1 Regional Transit Authority and hereafter referred to as SLORTARTA . ARTICLE I IOrganization Section 1 . Board Members :The membership of the SLORTARTA Governin gBoard; shall be the same as the membership of the San Luis Obispo Council o fGovernments (hereinafter referred to as SLOCOG). • C3-31 ATTACMENT 2 Section 2 . Board Meetings - Voting - Quorum :Regular meetings shall be •generally held in the first week of July, September, November, January, March and Ma yor as specified in a biannually adopted meeting calendar . Special meetings may b ecalled by the President or upon written request of at least three (3) members of th e S QRTARTA Board . Voting and quorum provisions shall be the same as those provided in th e SLOCOG Joint Powers Agreement . Section 3 . Officers :The officers of SLOCOG shall serve as officers of the Transi tAuthorityRTA. Section 4 . ManagcrExecutive Director :The SL-RTARTA Board shall designat ean Executive Director to operate SLORTARTA .Th emanager-Executive Director shall serve at the pleasure of the SLORTARTA Board, withdelegated powers to certify documents of the SLORTARTA Board as required by th e e ea . law and to assume such duties and responsibilities as the Board may direct . Section 5 . Members : 1 .The County of San Luis Obispo and all cities incorporated in the County o fSan Luis Obispo presently or in the future, are declared eligible fo r membership . •4-2 .Member city agencies may elect to have an alternate member(s) from ,their city council in addition to any official member, but said alternate(s )shall be able to vote only in the absence of the official representative . 2,3_Membership shall be contingent upon the execution of this Joint PowersAgreement. Section 6 . Boundaries and Service Levels :The service area boundaries shall b eall of the area within the boundaries of San Luis Obispo County as designated by th eSLORTARTA Board . Any additional services beyond the level recommended by th eRegional Transportation Plan or mandated in the Unmet Transit Needs Hearing (PU CSection 99401 .5) may be instituted, but shall require unanimous approval of affecte djurisdictions, with costs for the extra service to be distributed on the basis of formul a developed by the S &QRTARTA Board members representing the affected jurisdictions . Section 7 . Committees : 1.Committees and subcommittees may be established as S-L-QRTARTA ma y deem appropriate . 2.Membership on "ad-Hoc" policy committees shall be at the discretion o f the President . Nothing herein shall be construed to limit membership o n C3-32 • • • ATTACMENT 2 these aforesaid committees to officials of the member agencies . Th e President may appoint any individual deemed qualified to serve on a committee . 3 .Standing committees shall include the : a.Regional Transit Advisory Committee (RTAC) serving as a Regional Transit Productivity Committee to advise the Board on th e efficiency and effectiveness of the transit system . b.An Executive Committee comprised of the President, Vic e President and the past President and at least one representative s from the county of San Luis Obispo Of none of the above) shal l advise the Transit ManagerExecutive Director and SbORTARTA on : draft agendas, personnel issues, budget and Overall Wor k Program ; controversial, sensitive and major policy issues ; and shal l facilitate the annual performance evaluation of the Regional Transi t ManagerExecutive Director .Items for review shall be selected by the Transit ManagerExecutive Director in consultation with th e President . All Committee members may include agenda items a s they desire . For purposes of conducting business, two member s shall constitute a quorum . 4 .No committee shall commit SLORTARTA on any matter or questions o f policy . Such matters or questions can only be decided by SLORTARTA . 5 .All committees shall receive clerical assistance from SLORTARTA staff and, by agreement, SLOCOG staff for the purpose of maintaining minute s of meetings and other such duties as the Transit ManagerExecutive Director may direct . The chair of each committee shall sign the origina l copy of the minutes indicating verification of contents upon committe e adoption . Copies of minutes of all meetings shall be sent to members o f SLORTARTA and the TransttanagerExecutive Director . ARTICLE II I Financial Provision s Section 1 . Budget :The Regional Transit ManagerExecutive Director shal l prepare an annual budget for Transit AuthorityRTA adoption prior to commencement o f each fiscal year . The approval of the Annual Budget shall be in accordance with thos e procedures prescribed by the Joint Powers Agreement of SLOCOG . Accounting practices to be applied will conform with those used by San Lui s Obispo County, consistent with Transportation Development Act rules and regulations . C3-33 ATTACMENT 2 A Consolidated Fund balance and cash balance will carry forward from one yea r to the next . The budget may additionally carry funds for future fiscal years where necessar yto develop a multi-year Capital Improvement Program and to reflect obligations unde rstate ef-or federal funding agreements, to the extent allowable by California law . No member Agency shall be required to expend any of its general fund monies t osupport the operations of the Transit AuthorityRTA .The operation of the transit syste mshall be funded from revenues derived from operations, member Transportatio nDevelopment Act fund contributions, grants, and any other appropriate revenu esources. Each member agency shall make an annual contribution to the Transi tAuthorityRTAin accordance with the adopted budget . Any formula may be amended upon approval of all jurisdictions affected by tha tformula and ratified by the Transit AuthorityRTA . All population percentages utilized shall be those annually adopted by SLOCO Gfor allocating Transportation Development Act Funds based annually on estimate sprepared by the State Department of Finance pursuant to Section 2227 of the Revenu eand Taxation Code for cities and by the County Planning Department for unincorporate dcommunities. Section 2 . Expenditures :The Transit AuthorityRTA may 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 Transi tAuthorityRTAor unless required by state or federal law . Particularly in the purchase o fequipment, including buses,the Transit AuthorityRTA may consider the design ,maintenance and operating costs, and other similar factors in determining the mos tsuitable equipment and need not purchase equipment having the lowest initial cost . Section 3 . Treasurer and Auditor :Pursuant to Government Code Section 6505 .5 ,the Treasurer of the County of San Luis Obispo is hereby designated as Treasurer o fthe Transit AuthorityRTA .The Treasurer shall have the powers and duties set forth i nGovernment Code Section 6505 .5 . The Auditor/Controller of the County of San Lui s Obispo is designated as the Auditor of this Transit AuthorityRTA pursuant t oGovernment Code Section 6505 .5 . Section 4 . Annual Audit :The Transit AuthorityRTA ,shall cause an annual audit t obe prepared and filed in accordance with Government Code Section 6505 and Publi c Utilities Code Section 99245 . Section 5 . Annual Report :The Regional Transit ManagerExecutive Director shal l prepare and submit an annual, report of the operations to the Transit AuthorityRTA Board,SLOCOG and State Controller within 90 days of the end of the fiscal yea r pursuant to Public Utilities Code, Section 99243 . C3-34 • • ATTACMENT 2 Section 6 . Periodic Reportinq :The - -e RTA Board may requireperiodic reporting of ridership, finances, or other information . It shall be th eresponsibility of the Regional Transit ManagerExecutive Director and Contractor (if-)-to provide such reports in a form acceptable to the Trancit AuthorityRT ABoard. ARTICLE V Authority Section 1 . Powers :The Transit AuthorityRTA shall have all Powers necessary t ocarry out the purpose of this Agreement, except the power to tax . Its power to expen dfunds shall be limited only by the availability of funds as set forth in ARTICLE III :Finances, Section 1 . The Powers of the Transit AuthorityRTA specifically include, bu tare not limited to, the following : 1.To solicit bids and negotiate contracts from private enterprise for service sand/or operation . 2.To sue or be sued . 3.To employ agents, employees and contract for professional services . •4 .To make and enter contracts, including labor,purchase aqreement an demployment contracts . 5.To acquire, convey, construct, manage, maintain and operate necessar yequipment, building and improvements . 6.To acquire and convey real and personal property . 7.To incur debts, liabilities and obligations,as well as obliqations of financia lassistance from State and Federal agencies, and to obligate the Transi tAuthorityRTA to operate the improvements, equipment or transportatio nsystem in accordance with the terms and conditions of said financia lassistance. Section 2 .Trans RTA is a Public Leqal Entity :The Transi tAuthorityRTA is a public entity duly formed and existing under the laws of the State o fCalifornia. It is a separate and distinct legal entity from its member agencies . The debts ,duties and obligations created pursuant to this Agreement, shall be solely th eobligations of the Transit AuthorityRTA and not those of its officers, employees ,members of the Board of Directors or the member agencies . ARTICLE V •Miscellaneous Provision s • C3-35 ATTACMENT 2 Section 1 . Withdrawal of Member :A withdrawing member's financial obligatio n under this Section is limited to the withdrawing member's pro-rata share of the currentl y adopted operating budget based upon ARTICLE III, Section 1 within the service area o f the obligated commitments affecting the withdrawing member and any SLOCOG's finding as to unmet transit needs that are reasonable to meet pursuant to Public Utilitie s Code Section 99401 .5 . Section 2 . Amendment of Agreement :No amendment to this Agreement shall b e made without the consent of all member agencies at the time of the amendment . Section 3 . Ratification - Effective Date :This Agreement shall be deeme d effective as to those parties executing this agreement upon their execution of th e agreement . Section 4 . Assiqnabilitv :In the event it is deemed in the best public interest t o have the Transit AuthorityRTA operated by another individual or entity, whether publi c or private, and provided that the assignment complies with State and Federal laws, th e agency on affirmative vote of the majority in accordance with Section 2 of ARTICLE II , may sell, lease or assign all of its real and personal property and cease operations upo n such terms and conditions as the Transit AuthorityRTA determines to be reasonable . Section 5 . Termination :This Agreement shall continue in full force and effect unti l rescinded by a majority of the member agencies . Section 6 . Notification to Secretary of State :Pursuant to Government Cod e Section 6503 .5,the Transit AuthorityRTA shall cause a notice of the execution of thi s Agreement to be prepared and filed with the Office of the Secretary of the State o f California, within thirty (30) days after the effective date of any amendment to thi s Agreement . Until such filings are completed,the Transit AuthorityRTA shall not incu r indebtedness of any kind . IN WITNESS WHEREOF, the parties have executed this Agreement as of th e day and year first hereinabove written . IN WITNESS THEREOF, the parties have executed this Agreement as of the day an d year first hereinabove written . City of Arroyo Grand e By :Date : Resolution No . Clerk • • C3-36 ATTACMENT 2 •City of Atascader oBy:Date : Resolution No . Cler k City of Grover Beac hBy:Date : Resolution No .Cler k City of Morro Ba yBy:Date : Resolution No . Clerk City of Paso Roble sBy:Date : Resolution No .Clerk City of Pismo Beac hBy:Date : Resolution No .Cler k City of San Luis Obisp oBy:Date : Resolution No .Cler k • C3-37 ATTACMENT 2 County of San Luis Obisp o By :Date : Resolution No . Cler k Approved as to form and legal effect : TIM MCNULT Y County Counse l By : Deputy County Counse l Date : • • C3-38 ATTACMENT 2 SAN LUIS OBISPO REGIONAL TRANSIT AUTHORIT Y •JOINT POWERS AGREEMEN T WITNESSETH : This Agreement is made and entered into this 9th day of March, 1990, an damended on 2nd day of September, 1998, and further amended on2012, by and among the incorporated cities of Arroyo Grande, Atascadero, EL Paso d eRobles, Grover Beach, Morro Bay, Pismo Beach and San Luis Obispo, all bein gmunicipal corporations in the County of San Luis Obispo, California (hereinafter calle d"Cities") and the County of San Luis Obispo, a body politic and corporate, and asubdivision of the State of California, (hereinafter called "County"). WHEREAS, Section 6500 et seq . of the California Government Code (Title 1 ,Div . 7, Chapter 5, Article 1) provides for agreements between two or more publi cagencies to jointly exercise any power common to the contracting parties, subject t ocertain mandatory provisions contained therein ; an d WHEREAS, the Cities and County have previously entered into a joint power sagreement for the formation of the San Luis Obispo Council of Governments for th epurpose of providing, among other things, for a regional transportation agency ; an d WHEREAS, the San Luis Obispo Council of Governments, at a regularly hel dmeeting on May 10, 1989, voted to consolidate the administration of severa l•transportation systems through a regional transit joint powers agreement . NOW THEREFORE, it is agreed as follows : ARTICLE IGeneral Provision s Section 1 . Purpose :The purpose of this Agreement is to exercise the commo npowers of the member agencies for the formation of a Joint Powers Agreement with ful lpower and authority to own, operate and administer a county-wide public transportatio nsystem within the boundaries and over the territory over which the Joint Powers Agenc yhas jurisdiction . Section 2 . Name :The official name of the entity shall be San Luis ObispoRegional Transit Authority and hereafter referred to as RTA . ARTICLE I IOrganization Section 1 . Board Members :The membership of the RTA Governing Board shal lbe the same as the membership of the San Luis Obispo Council of Government s(hereinafter referred to as SLOCOG). • C3-39 ATTACMENT 2 Section 2 . Board Meetinqs - Votinq - Quorum :Regular meetings shall be •generally held in the first week of July, September, November, January, March and Ma yor as specified in a biannually adopted meeting calendar . Special meetings may b e called by the President or upon written request of at least three (3) members of the RT ABoard. Voting and quorum provisions shall be the same as those provided in th eSLOCOG Joint Powers Agreement . Section 3 . Officers :The officers of SLOCOG shall serve as officers of RTA . Section 4 . Executive Director :The RTA Board shall designate an Executiv eDirector to operate RTA . The Executive Director shall serve at the pleasure of the RT ABoard, with delegated powers to certify documents of the RTA Board as required by th elaw and to assume such duties and responsibilities as the Board may direct . Section 5 . Members : 1.The County of San Luis Obispo and all cities incorporated in the County o fSan Luis Obispo presently or in the future, are declared eligible fo rmembership. 2.Member city agencies may elect to have an alternate member(s) fro mtheir city council in addition to any official member, but said alternate(s )shall be able to vote only in the absence of the official representative . 3.Membership shall be contingent upon the execution of this Joint Power sAgreement. Section 6 . Boundaries and Service Levels :The service area boundaries shall b eall of the area within the boundaries of San Luis Obispo County as designated by th eRTA Board . Any additional services beyond the level recommended by the Regiona lTransportation Plan or mandated in the Unmet Transit Needs Hearing (PUC Sectio n99401.5) may be instituted, but shall require unanimous approval of affecte djurisdictions, with costs for the extra service to be distributed on the basis of formul adeveloped by the RTA Board members representing the affected jurisdictions . Section 7 . Committees : 1.Committees and subcommittees may be established as RTA may dee mappropriate. 2.Membership on "ad-Hoc" policy committees shall be at the discretion of the President . Nothing herein shall be construed to limit membership o n these aforesaid committees to officials of the member agencies . The C3-40 • • • • • ATTACMENT 2 President may appoint any individual deemed qualified to serve on a committee . 3 .Standing committees shall include the : a.Regional Transit Advisory Committee (RTAC) serving as a Regional Transit Productivity Committee to advise the Board on th e efficiency and effectiveness of the transit system . b.An Executive Committee comprised of the President, Vic e President and the past President and at least one representative s from the county of San Luis Obispo (if none of the above) shal l advise the Executive Director and RTA on : draft agendas , personnel issues, budget and Overall Work Program ; controversial , sensitive and major policy issues ; and shall facilitate the annua l performance evaluation of the Executive Director . Items for revie w shall be selected by the Executive Director in consultation with th e President . All Committee members may include agenda items as they desire . For purposes of conducting business, two members shall constitute a quorum . 4 .No committee shall commit RTA on any matter or questions of policy . Such matters or questions can only be decided by RTA . 5 .All committees shall receive clerical assistance from RTA staff and, b y agreement, SLOCOG staff for the purpose of maintaining minutes o f meetings and other such duties as the Executive Director may direct . Th e chair of each committee shall sign the original copy of the minute s indicating verification of contents upon committee adoption . Copies of minutes of all meetings shall be sent to members of RTA and th e Executive Director . ARTICLE II I Financial Provision s Section 1 . Budqet :The Executive Director shall prepare an annual budget fo r RTA adoption prior to commencement of each fiscal year . The approval of the Annua l Budget shall be in accordance with those procedures prescribed by the Joint Power s Agreement of SLOCOG . Accounting practices to be applied will conform with those used by San Lui s Obispo County, consistent with Transportation Development Act rules and regulations . A Consolidated Fund balance and cash balance will carry forward from one yea r to the next . C3-41 ATTACMENT 2 The budget may additionally carry funds for future fiscal years where necessary • to develop a multi-year Capital Improvement Program and to reflect obligations unde r state or federal funding agreements, to the extent allowable by California law . No member Agency shall be required to expend any of its general fund monies t o support the operations of RTA . The operation of the transit system shall be funded fro m revenues derived from operations, member Transportation Development Act fun d contributions, grants, and any other appropriate revenue sources . Each member agenc y shall make an annual contribution to RTA in accordance with the adopted budget . Any formula may be amended upon approval of all jurisdictions affected by tha t formula and ratified by RTA . All population percentages utilized shall be those annually adopted by SLOCO G for allocating Transportation Development Act Funds based annually on estimate s prepared by the State Department of Finance pursuant to Section 2227 of the Revenu e and Taxation Code for cities and by the County Planning Department for unincorporate d communities . Section 2 . Expenditures :RTA may establish procedures and policies to insur e competitive prices for the purchases of goods and services . Formal bidding shall not b e required unless directed specifically by RTA or unless required by state or federal law . Particularly in the purchase of equipment, including buses, RTA may consider th e design, maintenance and operating costs, and other similar factors in determining th e most suitable equipment and need not purchase equipment having the lowest initia l cost . Section 3 . Treasurer and Auditor :Pursuant to Government Code Section 6505 .5 , the Treasurer of the County of San Luis Obispo is hereby designated as Treasurer o f RTA . The Treasurer shall have the powers and duties set forth in Government Cod e Section 6505 .5 . The Auditor/Controller of the County of San Luis Obispo is designate d as the Auditor of RTA pursuant to Government Code Section 6505 .5 . Section 4 . Annual Audit :RTA shall cause an annual audit to be prepared an d filed in accordance with Government Code Section 6505 and Public Utilities Cod e Section 99245 . Section 5 . Annual Report :The Executive Director shall prepare and submit a n annual report of the operations to the RTA Board, SLOCOG and State Controller withi n 90 days of the end of the fiscal year pursuant to Public Utilities Code, Section 99243 . Section 6 . Periodic Reportinq :The RTA Board may require periodic reporting o f ridership, finances, or other information . It shall be the responsibility of the Executiv e Director to provide such reports in a form acceptable to the RTA Board . C3-42 • • ATTACMENT 2 •ARTICLE VAuthority Section 1 . Powers :RTA shall have all Powers necessary to carry out the purpos eof this Agreement, except the power to tax . Its power to expend funds shall be limite donly by the availability of funds as set forth in ARTICLE Ill : Finances, Section 1 . Th ePowers of RTA specifically include, but are not limited to, the following : 1.To solicit bids and negotiate contracts from private enterprise for service sand/or operation . 2.To sue or be sued . 3.To employ agents, employees and contract for professional services . 4.To make and enter contracts, including labor, purchase agreement an demployment contracts . 5.To acquire, convey, construct, manage, maintain and operate necessar yequipment, building and improvements . 6.To acquire and convey real and personal property . •7 .To incur debts, liabilities and obligations, as well as obligations of financia lassistance from State and Federal agencies, and to obligate RTA tooperate the improvements, equipment or transportation system i naccordance with the terms and conditions of said financial assistance . Section 2 . RTA is a Public Leqal Entity :RTA is a public entity duly formed an dexisting under the laws of the State of California . It is a separate and distinct legal entit yfrom its member agencies . The debts, duties and obligations created pursuant to thi sAgreement, shall be solely the obligations of RTA and not those of its officers ,employees, members of the Board of Directors or the member agencies . ARTICLE VMiscellaneous Provision s Section 1 . Withdrawal of Member :A withdrawing member's financial obligatio nunder this Section is limited to the withdrawing member's pro-rata share of the currentl yadopted operating budget based upon ARTICLE III, Section 1 within the service area o fthe obligated commitments affecting the withdrawing member and any SLOCOG'sfinding as to unmet transit needs that are reasonable to meet pursuant to Public Utilitie sCode Section 99401 .5 . Section 2 . Amendment of Aqreement :No amendment to this Agreement shall b e•made without the consent of all member agencies at the time of the amendment . C3-43 ATTACMENT 2 Section 3 . Ratification - Effective Date :This Agreement shall be deeme d effective as to those parties executing this agreement upon their execution of th e agreement . Section 4 . Assiqnability :In the event it is deemed in the best public interest t o have RTA operated by another individual or entity, whether public or private, an d provided that the assignment complies with State and Federal laws, the agency o n affirmative vote of the majority in accordance with Section 2 of ARTICLE II, may sell , lease or assign all of its real and personal property and cease operations upon suc h terms and conditions as RTA determines to be reasonable . Section 5 . Termination :This Agreement shall continue in full force and effect unti l rescinded by a majority of the member agencies . Section 6 . Notification to Secretary of State :Pursuant to Government Cod e Section 6503 .5, RTA shall cause a notice of the execution of this Agreement to b e prepared and filed with the Office of the Secretary of the State of California, within thirt y (30) days after the effective date of any amendment to this Agreement . Until such filing s are completed, RTA shall not incur indebtedness of any kind . IN WITNESS WHEREOF, the parties have executed this Agreement as of th e day and year first hereinabove written . IN WITNESS THEREOF, the parties have executed this Agreement as of the day an d year first hereinabove written . City of Arroyo Grand e By :Date : Resolution No . Clerk City of Atascadero By :Date : Resolution No . Clerk City of Grover Beac h By :Date : Resolution No . Clerk C3-44 • • • ATTACMENT 2 •City of Morro Ba yBy:Date : Resolution No .Clerk City of Paso Roble sBy:Date : Resolution No .Clerk City of Pismo Beac hBy:Date : Resolution No .Clerk City of San Luis Obisp o•By :Date : Resolution No .Clerk County of San Luis Obisp oBy:Date : Resolution No .Clerk Approved as to form and legal effect :TIM MCNULT YCounty Counse l By :Deputy County Counse l Date : • 1 ATTACHMENT-3 SAN LUIS OBISPO REGIONAL TRANSIT AUTHORIT Y JOINT POWERS AGREEMEN T WITNESSETH : This Agreement is made and entered into this 9 th day of March, 1990, an d amended on 9I2I982"h day of September,1998,and further amended o n , 2012,by and among the incorporated cities of Arroyo Grande , Atascadero, EL Paso de Robles, Grover Beach, Morro Bay, Pismo Beach and San Lui s Obispo, all being municipal corporations in the County of San Luis Obispo, Californi a (hereinafter called "Cities") and the County of San Luis Obispo, a body politic an d corporate, and a subdivision of the State of California, (hereinafter called "County"), WHEREAS, Section 6500 et seq, of the California Government Code (Title 1 , Div . 7, Chapter 5, Article 1) provides for agreements between two or more publi c agencies to jointly exercise any power common to the contracting parties, subject t o certain mandatory provisions contained therein ; an d WHEREAS, the Cities and County have previously entered into a joint power s agreement for the formation of the San Luis Obispo Council of Governments for th e purpose of providing, among other things, for a regional transportation agency ; an d WHEREAS, the San Luis Obispo Council of Governments, at a regularly hel d meeting on May 10, 1989, voted to consolidate the administration of severa l transportation systems through a regional transit joint powers agreement . NOW THEREFORE, it is agreed as follows : ARTICLE I General Provision s Section 1 . Purpose :The purpose of this Agreement is to exercise the commo n powers of the member agencies for the formation of a Joint Powers Agreement with ful l power and authority to own, operate and administer a county-wide public transportatio n system within the boundaries and over the territory over which the Joint Powers Agenc y has jurisdiction . Section 2 . Name :The official name of the entity shall be San Luis Obisp o Regional Transit Authority and hereafter referred to as SLORTARTA . ARTICLE I I Organizatio n Section 1 . Board Members :The membership of the S LORTARTA Governin g Board, shall be the same as the membership of the San Luis Obispo Council o f Governments (hereinafter referred to as SLOCOG). 1 • • • C3-46 ATTACHMENT-3 •Section 2 . Board Meetings - Voting - Quorum :Regular meetings shall b egenerally held in the first week of July, September, November, January, March and Ma yor as specified in a biannually adopted meeting calendar . Special meetings may b ecalled by the President or upon written request of at least three (3) members of th e8LORTARTABoard. Voting and quorum provisions shall be the same as those provided in th eSLOCOG Joint Powers Agreement . Section 3 . Officers :The officers of SLOCOG shall serve as officers of the Transi tAutherityRTA. Section 4 . ManagerExecutive Director :The SLORTARTA Board shall designat eaRegional Transit Manageran Executive Director to operate S LORTARTA .Th emanagerExecutive Directorshall serve at the pleasure of the SLORTARTA Board, wit hdelegated powers to certify documents of the SLORTARTA Board as required by th elaw and to assume such duties and responsibilities as the Board may direct . Section 5 . Members : 1 .The County of San Luis Obispo and all cities incorporated in the County o fSan Luis Obispo presently or in the future, are declared eligible fo rmembership. 1-2 .Member city agencies may elect to have an alternate member(s) fro mtheir city council in addition to any official member, but said alternate(s )shall be able to vote only in the absence of the official representative . 2-3 .Membership shall be contingent upon the execution of this Joint Power sAgreement. Section 6 . Boundaries and Service Levels :The service area boundaries shall b eall of the area within the boundaries of San Luis Obispo County as designated by th eSLORTARTABoard. Any additional services beyond the level recommended by th eRegional Transportation Plan or mandated in the Unmet Transit Needs Hearing (PU CSection 99401 .5) may be instituted, but shall require unanimous approval of affecte djurisdictions, with costs for the extra service to be distributed on the basis of formul adeveloped by the SLORTARTA Board members representing the affected jurisdictions . Section 7 . Committees : 1.Committees and subcommittees may be established as SLORTARTA ma ydeem appropriate . 2.Membership on "ad-Hoc" policy committees shall be at the discretion ofthe President . Nothing herein shall be construed to limit membership o n 2 • • C3-47 ATTACHMENT-3 these aforesaid committees to officials of the member agencies . Th e President may appoint any individual deemed qualified to serve on a committee . 3 .Standing committees shall include the : a.Regional Transit Advisory Committee (RTAC) serving as a Regional Transit Productivity Committee to advise the Board on th e efficiency and effectiveness of the transit system . b.An Executive Committee comprised of the President, Vic e President and the past President and at least one representative s from the county of San Luis Obispo (if none of the above) shal l advise the Transit-ManagerExecutive Director and SLORTARTA on : draft agendas, personnel issues, budget and Overall Wor k Program ; controversial, sensitive and major policy issues ; and shal l facilitate the annual performance evaluation of the Regional Transi t fvlanagorExecutive Director .Items for review shall be selected b y the Transit ManagerExecutive Director in consultation with th e President . All Committee members may include agenda items a s they desire . For purposes of conducting business, two members shall constitute a quorum . 4 .No committee shall commit SLORTARTA on any matter or questions o f policy . Such matters or questions can only be decided by SLORTARTA . 5 .All committees shall receive clerical assistance from SLORTARTA staff and, by agreement, SLOCOG staff for the purpose of maintaining minute s of meetings and other such duties as the Transit ManagerExecutiv e Director may direct . The chair of each committee shall sign the origina l copy of the minutes indicating verification of contents upon committe e adoption . Copies of minutes of all meetings shall be sent to members of S 'ORTARTA and the Transit ManagerExecutive Director . ARTICLE II I Financial Provision s Section 1 . Budget :The Regional Transit ManagerExecutive Director shal l prepare an annual budget for Transit AuthorityRTA adoption prior to commencement o f each fiscal year . The approval of the Annual Budget shall be in accordance with thos e procedures prescribed by the Joint Powers Agreement of SLOCOG . Accounting practices to be applied will conform with those used by San Lui s Obispo County, consistent with Transportation Development Act rules and regulations . 3 C3-48 • • • ATTACHMENT-3 •A Consolidated Fund balance and cash balance will carry forward from one yea rto the next . The budget may additionally carry funds for future fiscal years where necessar yto develop a multi-year Capital Improvement Program and to reflect obligations unde rstate of-or federal funding agreements, to the extent allowable by California law . No member Agency shall be required to expend any of its general fund monies t osupport the operations of the Transit AuthorityRTA .The operation of the transit syste mshall be funded from revenues derived from operations, member Transportatio nDevelopment Act fund contributions, grants, and any other appropriate revenu esources. Each member agency shall make an annual contribution to the TransitAuthorityRTA in accordance with the adopted budget . Any formula may be amended upon approval of all jurisdictions affected by tha tformula and ratified by the Transit AuthorityRTA . All population percentages utilized shall be those annually adopted by SLOCO Gfor allocating Transportation Development Act Funds based annually on estimate sprepared by the State Department of Finance pursuant to Section 2227 of the Revenu eand Taxation Code for cities and by the County Planning Department for unincorporate dcommunities. •Section 2 . Expenditures :The Transit AuthorityRTA may establish procedure sand policies to insure competitive prices for the purchases of goods and services .Formal bidding shall not be required unless directed specifically by the Transi tAuthorityRTA or unless required by state or federal law . Particularly in the purchase o fequipment, including buses,the Transit AuthorityRTA may consider the design ,maintenance and operating costs, and other similar factors in determining the mos tsuitable equipment and need not purchase equipment having the lowest initial cost . Section 3 . Treasurer and Auditor:Pursuant to Government Code Section 6505 .5 ,the Treasurer of the County of San Luis Obispo is hereby designated as Treasurer o fthe Trancit AuthorityRTA .The Treasurer shall have the powers and duties set forth i nGovernment Code Section 6505 .5 . The Auditor/Controller of the County of San Lui sObispo is designated as the Auditor of this Transit AuthorityRTA pursuant t oGovernment Code Section 6505 .5 . Section 4 . Annual Audit :The Trancit AuthorityRTA shall cause an annual audit t obe prepared and filed in accordance with Government Code Section 6505 and Publi cUtilities Code Section 99245 . Section 5 . Annual Report :The Regional Transit ManagerExecutive Director shal lprepare and submit an annual, report of the operations to the Transit AuthorityRTABoard,SLOCOG and State Controller within 90 days of the end of the fiscal yea r•pursuant to Public Utilities Code, Section 99243 . 4 C3-49 ATTACHMENT-3 Section 6 . Periodic Reportinq :The Transit-AuthorityRTA Board may requir e periodic reporting of ridership, finances, or other information . It shall be th e responsibility of the Regional Transit ManagerExecutive Director and Contractor (i f appropriate)to provide such reports in a form acceptable to the Transit AuthorityRT A Board . ARTICLE I V Authority Section 1 . Powers :The Transit AuthorityRTA shall have all Powers necessary to carry out the purpose of this Agreement, except the power to tax . Its power to expen d funds shall be limited only by the availability of funds as set forth in ARTICLE III : Finances, Section 1 . The Powers of the Transit AuthorityRTA specifically include, bu t are not limited to, the following : 1.To solicit bids and negotiate contracts from private enterprise for service s and/or operation . 2.To sue or be sued . 3.To employ agents, employees and contract for professional services . 4.To make and enter contracts, including labor,purchase agreement an d employment contracts . 5.To acquire, convey, construct, manage, maintain and operate necessar y equipment, building and improvements . 6.To acquire and convey real and personal property . 7.To incur debts, liabilities and obligations,as well as obligations of financia l assistance from State and Federal agencies, and to obligate the Transi t AuthorityRTA to operate the improvements, equipment or transportatio n system in accordance with the terms and conditions of said financia l assistance . Section 2 .Transit ^A,*~H:tyRTA is a Public Leqal Entity :The Transi t Autkter-ityRTA is a public entity duly formed and existing under the laws of the State o f California . It is a separate and distinct legal entity from its member agencies . The debts , duties and obligations created pursuant to this Agreement, shall be solely th e obligations of the Transit AuthorityRTA and not those of its officers, employees , members of the Board of Directors or the member agencies . ARTICLE V Miscellaneous Provision s 5 • • • C3-50 ATTACHMENT-3 •Section 1 . Withdrawal of Member :A withdrawing member's financial obligatio nunder this Section is limited to the withdrawing member's pro-rata share of the currentl yadopted operating budget based upon ARTICLE III, Section 1 within the service area o fthe obligated commitments affecting the withdrawing member and any SLOCOG'sfinding as to unmet transit needs that are reasonable to meet pursuant to Public Utilitie sCode Section 99401 .5 . Section 2 . Amendment of Agreement :No amendment to this Agreement shall b emade without the consent of all member agencies at the time of the amendment . Section 3 . Ratification - Effective Date :This Agreement shall be deeme deffective as to those parties executing this agreement upon their execution of th eagreement. Section 4 . Assignability :In the event it is deemed in the best public interest t ohavethe Transit AuthorityRTA operated by another individual or entity, whether publi cor private, and provided that the assignment complies with State and Federal laws, th eagency on affirmative vote of the majority in accordance with Section 2 of ARTICLE II ,may sell, lease or assign all of its real and personal property and cease operations upo nsuch terms and conditions as the Transit AuthorityRTA determines to be reasonable . Section 5 . Termination :This Agreement shall continue in full force and effect unti l•rescinded by a majority of the member agencies . Section 6 . Notification to Secretary of State :Pursuant to Government Cod eSection 6503 .5,the Transit AuthorityRTA shall cause a notice of the execution of thi sAgreement to be prepared and filed with the Office of the Secretary of the State o fCalifornia, within thirty (30) days after the effective date of any amendment to thi sAgreement. Until such filings are completed,the Transit AuthorityRTA shall not incu rindebtedness of any kind . IN WITNESS WHEREOF, the parties have executed this Agreement as of th eday and year first hereinabove written . IN WITNESS THEREOF, the parties have executed this Agreement as of the day an dyear first hereinabove written . City of Arroyo Grand eBy:Date : Resolution No .Clerk 6 • C3-51 ATTACHMENT-3 City of Atascadero By :Date :• Resolution No . Clerk City of Grover Beac h By :Date : Resolution No . Clerk City of Morro Ba y By :Date : Resolution No . Clerk City of Paso Roble s By : Clerk City of Pismo Beac h By : Clerk City of San Luis Obisp o By : Date : Resolution No . Date : Resolution No . Date : Resolution No . Clerk • 7 C3-52 ATTACHMENT-3 County of San Luis Obisp o•By :Date : Resolution No .Cler k Approved as to form and legal effect :TIM MCNULTYCounty Counse l By :Deputy County Counse l Date : • • 8 C3-53 ATTACHMENT-4 SAN LUIS OBISPO REGIONAL TRANSIT AUTHORIT Y JOINT POWERS AGREEMEN T WITNESSETH : This Agreement is made and entered into this 9 th day of March, 1990, an d amended on 2nd day of September, 1998, and further amended on 2012, by and among the incorporated cities of Arroyo Grande, Atascadero, EL Paso d e Robles, Grover Beach, Morro Bay, Pismo Beach and San Luis Obispo, all bein g municipal corporations in the County of San Luis Obispo, California (hereinafter calle d "Cities") and the County of San Luis Obispo, a body politic and corporate, and a subdivision of the State of California, (hereinafter called "County"). WHEREAS, Section 6500 et seq . of the California Government Code (Title 1 , Div . 7, Chapter 5, Article 1) provides for agreements between two or more publi c agencies to jointly exercise any power common to the contracting parties, subject t o certain mandatory provisions contained therein ; an d WHEREAS, the Cities and County have previously entered into a joint power s agreement for the formation of the San Luis Obispo Council of Governments for th e purpose of providing, among other things, for a regional transportation agency ; an d WHEREAS, the San Luis Obispo Council of Governments, at a regularly hel d meeting on May 10, 1989, voted to consolidate the administration of severa l transportation systems through a regional transit joint powers agreement . NOW THEREFORE, it is agreed as follows : ARTICLE I General Provision s Section 1 . Purpose :The purpose of this Agreement is to exercise the commo n powers of the member agencies for the formation of a Joint Powers Agreement with ful l power and authority to own, operate and administer a county-wide public transportatio n system within the boundaries and over the territory over which the Joint Powers Agenc y has jurisdiction . Section 2 . Name :The official name of the entity shall be San Luis Obisp o Regional Transit Authority and hereafter referred to as RTA . ARTICLE I I Organizatio n Section 1 . Board Members :The membership of the RTA Governing Board shal l be the same as the membership of the San Luis Obispo Council of Government s (hereinafter referred to as SLOCOG). 1 • • C3-54 ATTACHMENT-4 •Section 2 . Board Meetings - Voting - Quorum :Regular meetings shall b egenerally held in the first week of July, September, November, January, March and Ma yor as specified in a biannually adopted meeting calendar . Special meetings may b ecalled by the President or upon written request of at least three (3) members of the RT ABoard. Voting and quorum provisions shall be the same as those provided in th eSLOCOG Joint Powers Agreement . Section 3 . Officers :The officers of SLOCOG shall serve as officers of RTA . Section 4 . Executive Director :The RTA Board shall designate an Executiv eDirector to operate RTA . The Executive Director shall serve at the pleasure of the RT ABoard, with delegated powers to certify documents of the RTA Board as required by th elaw and to assume such duties and responsibilities as the Board may direct . Section 5 . Members : 1.The County of San Luis Obispo and all cities incorporated in the County o fSan Luis Obispo presently or in the future, are declared eligible fo rmembership. 2.Member city agencies may elect to have an alternate member(s) fro m•their city council in addition to any official member, but said alternate(s )shall be able to vote only in the absence of the official representative . 3.Membership shall be contingent upon the execution of this Joint PowersAgreement. Section 6 . Boundaries and Service Levels :The service area boundaries shall b eall of the area within the boundaries of San Luis Obispo County as designated by th eRTA Board . Any additional services beyond the level recommended by the Regiona lTransportation Plan or mandated in the Unmet Transit Needs Hearing (PUC Sectio n99401.5) may be instituted, but shall require unanimous approval of affecte djurisdictions, with costs for the extra service to be distributed on the basis of formul adeveloped by the RTA Board members representing the affected jurisdictions . Section 7 . Committees : 1.Committees and subcommittees may be established as RTA may dee mappropriate. 2.Membership on "ad-Hoc" policy committees shall be at the discretion o fthe President . Nothing herein shall be construed to limit membership o nthese aforesaid committees to officials of the member agencies . Th e 2 • C3-55 ATTACHMENT-4 President may appoint any individual deemed qualified to serve on a committee . 3 .Standing committees shall include the : a.Regional Transit Advisory Committee (RTAC) serving as a Regional Transit Productivity Committee to advise the Board on th e efficiency and effectiveness of the transit system . b.An Executive Committee comprised of the President, Vic e President and the past President and at least one representative s from the county of San Luis Obispo (if none of the above) shal l advise the Executive Director and RTA on : draft agendas , personnel issues, budget and Overall Work Program ; controversial , sensitive and major policy issues ; and shall facilitate the annua l performance evaluation of the Executive Director . Items for revie w shall be selected by the Executive Director in consultation with th e President . All Committee members may include agenda items a s they desire . For purposes of conducting business, two member s shall constitute a quorum . 4 .No committee shall commit RTA on any matter or questions of policy . Such matters or questions can only be decided by RTA . 5 .All committees shall receive clerical assistance from RTA staff and, b y agreement, SLOCOG staff for the purpose of maintaining minutes o f meetings and other such duties as the Executive Director may direct . Th e chair of each committee shall sign the original copy of the minute s indicating verification of contents upon committee adoption . Copies of minutes of all meetings shall be sent to members of RTA and th e Executive Director . ARTICLE II I Financial Provision s Section 1 . Budget :The Executive Director shall prepare an annual budget fo r RTA adoption prior to commencement of each fiscal year . The approval of the Annua l Budget shall be in accordance with those procedures prescribed by the Joint Power s Agreement of SLOCOG . Accounting practices to be applied will conform with those used by San Lui s Obispo County, consistent with Transportation Development Act rules and regulations . A Consolidated Fund balance and cash balance will carry forward from one yea r to the next . 3 • • • C3-56 ATTACHMENT-4 •The budget may additionally carry funds for future fiscal years where necessar yto develop a multi-year Capital Improvement Program and to reflect obligations unde rstate or federal funding agreements, to the extent allowable by California law . No member Agency shall be required to expend any of its general fund monies t osupport the operations of RTA . The operation of the transit system shall be funded fro mrevenues derived from operations, member Transportation Development Act fun dcontributions, grants, and any other appropriate revenue sources . Each member agenc yshall make an annual contribution to RTA in accordance with the adopted budget . Any formula may be amended upon approval of all jurisdictions affected by tha tformula and ratified by RTA . All population percentages utilized shall be those annually adopted by SLOCO Gfor allocating Transportation Development Act Funds based annually on estimate sprepared by the State Department of Finance pursuant to Section 2227 of the Revenu eand Taxation Code for cities and by the County Planning Department for unincorporate dcommunities. Section 2 . Expenditures :RTA may establish procedures and policies to insur ecompetitive prices for the purchases of goods and services . Formal bidding shall not b erequired unless directed specifically by RTA or unless required by state or federal law .Particularly in the purchase of equipment, including buses, RTA may consider th e•design, maintenance and operating costs, and other similar factors in determining th emost suitable equipment and need not purchase equipment having the lowest initia lcost. Section 3 . Treasurer and Auditor :Pursuant to Government Code Section 6505 .5 ,the Treasurer of the County of San Luis Obispo is hereby designated as Treasurer o fRTA. The Treasurer shall have the powers and duties set forth in Government Cod eSection 6505 .5 . The Auditor/Controller of the County of San Luis Obispo is designate das the Auditor of RTA pursuant to Government Code Section 6505 .5 . Section 4 . Annual Audit :RTA shall cause an annual audit to be prepared an dfiled in accordance with Government Code Section 6505 and Public Utilities Cod eSection 99245 . Section 5 . Annual Report :The Executive Director shall prepare and submit a nannual report of the operations to the RTA Board, SLOCOG and State Controller withi n90 days of the end of the fiscal year pursuant to Public Utilities Code, Section 99243 . Section 6 . Periodic Reportinq :The RTA Board may require periodic reporting o fridership, finances, or other information . It shall be the responsibility of the Executiv eDirector to provide such reports in a form acceptable to the RTA Board . •ARTICLE I V 4 C3-57 ATTACHMENT-4 Authorit y Section 1 . Powers :RTA shall have all Powers necessary to carry out the purpos e of this Agreement, except the power to tax . Its power to expend funds shall be limite d only by the availability of funds as set forth in ARTICLE III : Finances, Section 1 . Th e Powers of RTA specifically include, but are not limited to, the following : 1.To solicit bids and negotiate contracts from private enterprise for service s and/or operation . 2.To sue or be sued . 3.To employ agents, employees and contract for professional services . 4.To make and enter contracts, including labor, purchase agreement an d employment contracts . 5.To acquire, convey, construct, manage, maintain and operate necessar y equipment, building and improvements . 6.To acquire and convey real and personal property . 7.To incur debts, liabilities and obligations, as well as obligations of financia l assistance from State and Federal agencies, and to obligate RTA t o operate the improvements, equipment or transportation system i n accordance with the terms and conditions of said financial assistance . Section 2 . RTA is a Public Leqal Entity :RTA is a public entity duly formed an d existing under the laws of the State of California . It is a separate and distinct legal entit y from its member agencies . The debts, duties and obligations created pursuant to thi s Agreement, shall be solely the obligations of RTA and not those of its officers , employees, members of the Board of Directors or the member agencies . ARTICLE V Miscellaneous Provision s Section 1 . Withdrawal of Member :A withdrawing member's financial obligatio n under this Section is limited to the withdrawing member's pro-rata share of the currentl y adopted operating budget based upon ARTICLE III, Section 1 within the service area o f the obligated commitments affecting the withdrawing member and any SLOCOG's finding as to unmet transit needs that are reasonable to meet pursuant to Public Utilitie s Code Section 99401 .5 . Section 2 . Amendment of Agreement :No amendment to this Agreement shall b e made without the consent of all member agencies at the time of the amendment . 5 C3-58 • • • ATTACHMENT-4 •Section 3 . Ratification - Effective Date :This Agreement shall be deeme deffective as to those parties executing this agreement upon their execution of th eagreement. Section 4 . Assiqnability :In the event it is deemed in the best public interest t ohave RTA operated by another individual or entity, whether public or private, an dprovided that the assignment complies with State and Federal laws, the agency o naffirmative vote of the majority in accordance with Section 2 of ARTICLE II, may sell ,lease or assign all of its real and personal property and cease operations upon suc hterms and conditions as RTA determines to be reasonable . Section 5 . Termination :This Agreement shall continue in full force and effect unti lrescinded by a majority of the member agencies . Section 6 . Notification to Secretary of State :Pursuant to Government Cod eSection 6503 .5, RTA shall cause a notice of the execution of this Agreement to b eprepared and filed with the Office of the Secretary of the State of California, within thirt y(30) days after the effective date of any amendment to this Agreement . Until such filing sare completed, RTA shall not incur indebtedness of any kind . IN WITNESS WHEREOF, the parties have executed this Agreement as of th eday and year first hereinabove written . •IN WITNESS THEREOF, the parties have executed this Agreement as of the day an dyear first hereinabove written . City of Arroyo Grand eBy:Date : Resolution No .Clerk City of Atascader oBy:Date : Resolution No .Cler k City of Grover Beac hBy:Date : Resolution No .Clerk 6 • C3-59 ATTACHMENT-4 City of Morro Ba y By :Date : Resolution No . Cler k City of Paso Roble s By :Date : Resolution No . Cler k City of Pismo Beac h By :Date : Resolution No . Clerk City of San Luis Obisp o By :Date : Resolution No . Clerk County of San Luis Obisp o By :Date : Resolution No . Clerk Approved as to form and legal effect : TIM MCNULT Y County Counse l By : Deputy County Counse l Date : 7 C3-60 • • • Attachment 5 RESOLUTION NO . (2012 Series ) A RESOLUTION OF THE CITY OF SAN LUIS OBISPO RATIFYING THE JOIN T POWERS AGREEMENT FOR THE SAN LUIS OBISPO COUNCIL O F GOVERNMENT S WHEREAS,the San Luis Obispo Regional Transit Authority was created by a Joint Powers Agreement between the Cities and County of San Luis Obispo ; and WHEREAS,any amendments to the Agreement require ratification by member agencies ; and WHEREAS,the last amendment to the Agreement was ratified by the City of San Lui s Obispo on November 10, 1998 Resolution 8866 (1998 Series); an d WHEREAS,the San Luis Obispo Regional Transit Authority Board on November 7 , 2012, approved minor language edits and clarifying amendments for the ratification by membe r agencies ; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Sa n Luis Obispo does ratify the second formal amendment of the San Luis Obispo Regional Transi t Authority Joint Powers Agreement attached hereto as Exhibit A and incorporated herein b y • reference, and authorize the Mayor to execute said agreement, and forward it to the San Lui s Obispo Regional Transit Authority . • R C3-6 1 • Resolution No . (2012 Series) Attachment 5 Page 2 Upon motion of , seconded by , and on the following vote : AYES : NOES : ABSENT : the foregoing resolution was adopted this day of , 2012 . Mayor Jan Marx ATTEST : Maeve Kennedy Grime s City Clerk APPROVED AS TO FORM : J . Christine Dietric k City Attorney C3-62 • • • Attachment 5 EXHIBIT A SAN LUIS OBISPO REGIONAL TRANSIT AUTHORIT Y • JOINT POWERS AGREEMEN T WITNESSETH : This Agreement is made and entered into this 9th day of March, 1990, and amended on 2nd day of September, 1998, and further amended on , 2012, by and among th e incorporated cities of Arroyo Grande, Atascadero, El Paso de Robles, Grover Beach, Morro Bay , Pismo Beach and San Luis Obispo, all being municipal corporations in the County of San Lui s Obispo, California (hereinafter called "Cities") and the County of San Luis Obispo, a bod y politic and corporate, and a subdivision of the State of California, (hereinafter called "County"). WHEREAS, Section 6500 et seq . of the California Government Code (Title 1, Div . 7 , Chapter 5, Article 1) provides for agreements between two or more public agencies to jointl y exercise any power common to the contracting parties, subject to certain mandatory provision s contained therein ; and WHEREAS, the Cities and County have previously entered into a joint powers agreemen t for the formation of the San Luis Obispo Council of Governments for the purpose of providing , among other things, for a regional transportation agency ; and WHEREAS, the San Luis Obispo Council of Governments, at a regularly held meeting o n May 10, 1989, voted to consolidate the administration of several transportation systems through a • regional transit joint powers agreement . NOW THEREFORE, it is agreed as follows : ARTICLE I General Provision s Section 1 . Purpose :The purpose of this Agreement is to exercise the common powers o f the member agencies for the formation of a Joint Powers Agreement with full power an d authority to own, operate and administer a county-wide public transportation system within th e boundaries and over the territory over which the Joint Powers Agency has jurisdiction . Section 2 . Name :The official name of the entity shall be San Luis Obispo Regiona l Transit Authority and hereafter referred to as RTA . ARTICLE I I Organizatio n Section 1 . Board Members :The membership of the RTA Governing Board shall be th e same as the membership of the San Luis Obispo Council of Governments (hereinafter referred t o as SLOCOG). • Section 2 . Board Meetings - Voting - Quorum :Regular meetings shall be generally hel d in the first week of July, September, November, January, March and May or as specified in a C3-63 Resolution No . (2012 Series) Attachment 5 Page 2 • biannually adopted meeting calendar . Special meetings may be called by the President or upo n written request of at least three (3) members of the RTA Board . Voting and quorum provisions shall be the same as those provided in the SLOCOG Join t Powers Agreement . Section 3 . Officers :The officers of SLOCOG shall serve as officers of RTA . Section 4. Executive Director :The RTA Board shall designate an Executive Director t o operate RTA . The Executive Director shall serve at the pleasure of the RTA Board, wit h delegated powers to certify documents of the RTA Board as required by the law and to assum e such duties and responsibilities as the Board may direct . Section 5 . Members : 1. The County of San Luis Obispo and all cities incorporated in the County of Sa n Luis Obispo presently or in the future, are declared eligible for membership . 2.Member city agencies may elect to have an alternate member(s) from their cit y council in addition to any official member, but said alternate(s) shall be able t o vote only in the absence of the official representative . 3. Membership shall be contingent upon the execution of this Joint Powers Agreement . Section 6 . Boundaries and Service Levels :The service area boundaries shall be all of th e area within the boundaries of San Luis Obispo County as designated by the RTA Board . An y additional services beyond the level recommended by the Regional Transportation Plan o r mandated in the Unmet Transit Needs Hearing (PUC Section 99401 .5) maybe instituted, bu t shall require unanimous approval of affected jurisdictions, with costs for the extra service to b e distributed on the basis of formula developed by the RTA Board members representing th e affected jurisdictions . Section 7 . Committees : 1. Committees and subcommittees may be established as RTA may dee m appropriate . 2. Membership on "ad-Hoc" policy committees shall be at the discretion of th e President . Nothing herein shall be construed to limit membership on thes e aforesaid committees to officials of the member agencies . The President may appoint any individual deemed qualified to serve on a committee . 3. Standing committees shall include the : • • C3-64 • • • Resolution No . (2012 Series) Attachment 5 Page 3 a.Regional Transit Advisory Committee (RTAC) serving as a Regiona l Transit Productivity Committee to advise the Board on the efficiency an d effectiveness of the transit system . b.An Executive Committee comprised of the President, Vice President an d the past President and at least one representatives from the county of San Luis Obispo (if none of the above) shall advise the Executive Director an d RTA on : draft agendas, personnel issues, budget and Overall Work Program; controversial, sensitive and major policy issues ; and shal l facilitate the annual performance evaluation of the Executive Director . Items for review shall be selected by the Executive Director i n consultation with the President . All Committee members may include agenda items as they desire . For purposes of conducting business, two members shall constitute a quorum . 4. No committee shall commit RTA on any matter or questions of policy . Suc h matters or questions can only be decided by RTA . 5. All committees shall receive clerical assistance from RTA staff and, b y agreement, SLOCOG staff for the purpose of maintaining minutes of meeting s and other such duties as the Executive Director may direct . The chair of each committee shall sign the original copy of the minutes indicating verification o f contents upon committee adoption . Copies of minutes of all meetings shall be sen t to members of RTA and the Executive Director . ARTICLE II I Financial Provisions Section 1 . Budget :The Executive Director shall prepare an annual budget for RT A adoption prior to commencement of each fiscal year . The approval of the Annual Budget shall b e in accordance with those procedures prescribed by the Joint Powers Agreement of SLOCOG . Accounting practices to be applied will conform with those used by San Luis Obisp o County, consistent with Transportation Development Act rules and regulations . A Consolidated Fund balance and cash balance will carry forward from one year to th e next . The budget may additionally carry funds for future fiscal years where necessary t o develop a multi-year Capital Improvement Program and to reflect obligations under state or federal funding agreements, to the extent allowable by California law. C3-65 Resolution No . (2012 Series) Attachment 5 Page 4 No member Agency shall be required to expend any of its general fund monies to suppor t the operations of RTA . The operation of the transit system shall be funded from revenues derive d from operations, member Transportation Development Act fund contributions, grants, and an y other appropriate revenue sources . Each member agency shall make an annual contribution t o RTA in accordance with the adopted budget . Any formula may be amended upon approval of all jurisdictions affected by that formul a and ratified by RTA . All population percentages utilized shall be those annually adopted by SLOCOG fo r allocating Transportation Development Act Funds based annually on estimates prepared by th e State Department of Finance pursuant to Section 2227 of the Revenue and Taxation Code fo r cities and by the County Planning Department for unincorporated communities . Section 2 . Expenditures :RTA may establish procedures and policies to insur e competitive prices for the purchases of goods and services . Formal bidding shall not be require d unless directed specifically by RTA or unless required by state or federal law . Particularly in th e purchase of equipment, including buses, RTA may consider the design, maintenance and operating costs, and other similar factors in determining the most suitable equipment and nee d not purchase equipment having the lowest initial cost . Section 3 . Treasurer and Auditor:Pursuant to Government Code Section 6505 .5, th e Treasurer of the County of San Luis Obispo is hereby designated as Treasurer of RTA . The Treasurer shall have the powers and duties set forth in Government Code Section 6505 .5 . The Auditor/Controller of the County of San Luis Obispo is designated as the Auditor of RT A pursuant to Government Code Section 6505 .5 . Section 4 . Annual Audit :RTA shall cause an annual audit to be prepared and filed i n accordance with Government Code Section 6505 and Public Utilities Code Section 99245 . Section 5 . Annual Report :The Executive Director shall prepare and submit an annua l report of the operations to the RTA Board, SLOCOG and State Controller within 90 days of th e end of the fiscal year pursuant to Public Utilities Code, Section 99243 . Section 6 . Periodic Reporting :The RTA Board may require periodic reporting o f ridership, finances, or other information . It shall be the responsibility of the Executive Director t o provide such reports in a form acceptable to the RTA Board . ARTICLE IV Authority Section I . Powers :RTA shall have all Powers necessary to carry out the purpose of thi s Agreement, except the power to tax . Its power to expend funds shall be limited only by th e availability of funds as set forth in ARTICLE III : Finances, Section 1 . The Powers of RT A specifically include, but are not limited to, the following : • • • C3-66 Resolution No . (2012 Series) Attachment 5 Page 5 To solicit bids and negotiate contracts from private enterprise for services and/o r operation . 2.To sue or be sued . 3.To employ agents, employees and contract for professional services . 4.To make and enter contracts, including labor, purchase agreement an d employment contracts . 5.To acquire, convey, construct, manage, maintain and operate necessar y equipment, building and improvements . 6.To acquire and convey real and personal property . 7.To incur debts, liabilities and obligations, as well as obligations of financia l assistance from State and Federal agencies, and to obligate RTA to operate the improvements, equipment or transportation system in accordance with the term s and conditions of said financial assistance . • Section 2 . RTA is a Public Legal Entity :RTA is a public entity duly formed and existin g under the laws of the State of California . It is a separate and distinct legal entity from its membe r agencies . The debts, duties and obligations created pursuant to this Agreement, shall be solely the obligations of RTA and not those of its officers, employees, members of the Board of Director s or the member agencies . ARTICLE V Miscellaneous Provision s Section 1 . Withdrawal of Member :A withdrawing member's financial obligation unde r this Section is limited to the withdrawing member's pro-rata share of the currently adopte d operating budget based upon ARTICLE III, Section 1 within the service area of the obligate d commitments affecting the withdrawing member and any SLOCOG's finding as to unmet transi t needs that are reasonable to meet pursuant to Public Utilities Code Section 99401 .5 . Section 2 . Amendment of Agreement :No amendment to this Agreement shall be mad e without the consent of all member agencies at the time of the amendment . Section 3 . Ratification - Effective Date :This Agreement shall be deemed effective as t o those parties executing this agreement upon their execution of the agreement . Section 4 . Assignability :In the event it is deemed in the best public interest to have RT A • operated by another individual or entity, whether public or private, and provided that th e • C3-67 Resolution No . (2012 Series) Attachment 5 Page 6 assignment complies with State and Federal laws, the agency on affirmative vote of the majorit y in accordance with Section 2 of ARTICLE II, may sell, lease or assign all of its real and persona l property and cease operations upon such terms and conditions as RTA determines to b e reasonable . Section 5 . Termination :This Agreement shall continue in full force and effect unti l rescinded by a majority of the member agencies . Section 6 . Notification to Secretary of State :Pursuant to Government Code Sectio n 6503 .5, RTA shall cause a notice of the execution of this Agreement to be prepared and file d with the Office of the Secretary of the State of California, within thirty (30) days after th e effective date of any amendment to this Agreement . Until such filings are completed, RTA shal l not incur indebtedness of any kind . IN WITNESS WHEREOF, the parties have executed this Agreement as of the day an d year first hereinabove written. IN WITNESS THEREOF, the parties have executed this Agreement as of the day and year firs t hereinabove written . City of Arroyo Grand e By: Date : Resolution No . Clerk City of Atascadero By : Date : Resolution No . Clerk City of Grover Beac h By : Date : Resolution No . Clerk City of Morro Bay By : Date : Resolution No . • • C3-68 • • Resolution No . (2012 Series) Attachment 5 Page 7 Clerk City of Paso Roble s By . Date : Resolution No . Clerk City of Pismo Beac h By : Date : Resolution No . Clerk City of San Luis Obisp o By : Date : Resolution No . Clerk County of San Luis Obispo By : Date : Resolution No . Clerk Approved as to form and legal effect : TIM MCNULTY County Counsel By: Deputy County Counse l • Page intentionally left 0 blank .