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Home My WebLink About8.1 Joint Powers Agmt for LAVTA CITY CLERK File # D[kJ[(2]~-[t]~ AGENDA STATEMENT CITY COUNCIL MEETING DATE: May 6, 2008 SUBJECT: Amended and Restated Joint Exercise of Powers Agreement with the Livermore/Amador Valley Transit Authority (LA VT A) Report Prepared by: John Bakker, City Attorney and Christopher 1. Foss, Economic Development Director , ATTACHMENTS: 1. Original Joint Exercise of Powers Agreement (1985) 2. Amended and Restated Joint Exercise of Powers Agreement 3. Resolution Approving Agreement RECOMMENDA nON M Adopt the Resolution authorizing the execution of the Amended and Restated Joint Exercise of Powers Agreement with LA VTA. FINANCIAL STATEMENT: None. DESCRIPTION: The Livermore / Amador Valley Transit Authority ("the Authority") was formed in 1985 by means of a Joint Exercise of Powers Agreement (JEP A) between the County of Alameda and the cities of Dublin, Livermore and Pleasanton pursuant to Government Code Section 6500 et seq (see Attachment 1). The Agreement provides for the creation of the Transit Authority as a separate and distinct public entity empowered to own, develop, operate and administer a public transportation system. Since the Agreement has remained virtually unchanged since its adoption in 1985, the Authority has undertaken a major revision of its formation document in order to add new provisions which will facilitate the smooth operation of the Authority and its Board and to bring it in line with the Authority's current practices. LAVTA is proposing to amend and restate the JEPA (see Attachment 2). The Board will then update the Authority's By-Laws once the new JEPA is in place. The LA VTA Board of Directors has been thoroughly consulted throughout the revision process, and LA VT A is now asking the cities and county to approve the amended and restated JEP A. The following are the major changes to the document: ------------------------------------------------------------------------------------------------------------- COpy TO: Barbara Duffy, Executive Manager, LAVTA Page 1 of3 ITEM ~O. ~.I G:IChrisILA VT A IFinal Agenda Statement JEP A Amendment l008.DOC · Changes to V oting Requirements-The existing JEP A requires five votes for certain actions and mandates that at least 14 days pass between the introduction of such an action and its passage. The new JEP A maintains these requirements for many actions, but not for actions on contracts lasting for more than one year. This limitation on contract approvals proved to be a burden for staff by requiring a two- month process to approve any contracts that will last longer than 12 months, regardless of their cost or significance. · Treasurer-The new document corrects an inconsistency between the JEP A (which contemplates one of the member agencies being designated as Treasurer and controlling all funds of the agency) and the By-Laws (which provide that this function may be exercised by staff). The current practice is that staff, under the direction of the Board, controls LA VTA's accounts with banks and the Local Agency Investment Fund. This practice conforms to state law, but needs to be clarified in the JEP A. · Clarifying Restrictions on Power-While agencies forming JPA's are authorized to empower the JP A to exercise any legal power held in common by the member agencies, the law requires that the JEP A also contain a restriction on the exercise of the JP A's power, limiting it to the powers of one of the member agencies (which the forming agencies are free to designate). This provision can be significant in terms of determining the power of agencies to undertake certain essential activities, such as the purchase of goods and services. The current JEP A limits LA VT A's powers to that of the agency designated as its "Treasurer." However, since there is no clear designation of a particular agency as Treasurer in the By- Laws, this provision isn't adequate. (Historically the City of Pleasant on was designated as the Treasurer, meaning that the Authority's powers were limited to that of a "general law" city.) To clarify the legal limits on LA VT A's powers, the new JEP A will specifically state that powers be limited to those of the City of Pleasant on (which means they will be limited to those of a "general law" city). · Property Acquisition/Condemnation Authority-In addition to the authority currently granted in the JEP A, the draft provides the Authority with the express ability to lease property and to utilize the power of eminent domain in the event it needs to acquire property from an unwilling seller. Such an approach might be necessary for future projects. Although the current JEP A does authorize the Authority to undertake property acquisitions in general, it is advisable to have it clearly state the power to use eminent domain, since the pleadings in any condemnation action would need to contain a specific reference to the agency's legal authority to undertake such an action. In order to protect the interests of the individual member jurisdictions, the new JEP A requires that, before a condemnation action can be filed for property within a particular jurisdiction (one of the cities or the County for unincorporated territory) the action must first be approved by that jurisdiction. Of course, before any condemnation suit could be initiated, the LA VT A Board of Directors would need to vote by the 4/5ths majority required by State law to approve the filing of such an action. (In addition, for federally-funded transit projects, specific authorization by the Federal Transit Administration is also required before a condemnation action can be filed. ) We are informed that this power would only be used as a last resort. These changes appear in Section 2.1 of the revised JEP A. · Quorum-It is proposed that the quorum requirement be changed from five "votes" (which can currently be exercised by as few as three members), to four members who exercise at least five votes (which would be a true numerical majority of the board). This change will help avoid any confusion about whether a typical "less-than-a-quorum" committee of three Board members might constitute an actual quorum of the Board and therefore potentially violate the Brown Act. It will also ensure that at least three of the four jurisdictions are represented before any official action can occur. · Route Changes-Section 5c of the current JEP A requires that any permanent change in a route can only be adopted fourteen days after the introduction of the proposed change, and that the member 2~2 jurisdictions must be informed of the proposal. The current JEP A also requires that such a change receive four votes of the Board, including all of the votes of the jurisdiction in which the change will occur. Thus member jurisdictions have practical veto power, through their representatives on the Board, over proposed route changes within their jurisdiction under the current JEP A. In order to create flexibility in the route change procedure, the new JEP A will require that this matter be addressed in the By-Laws, which will be amended and approved by the Board. The revised JEP A states only that any permanent change in a route must receive four affirmative votes. The impact of this change is that JEP A Board members will not have the ability to veto route changes within their jurisdiction. Even if the new By-Laws contain similar provisions requiring affirmative votes from all members ofthe jurisdiction in which the change will occur, the By-Laws themselves may be amended by the vote of five members of the Board. · Service Levels-Under the current JEP A, LA VT A is limited in its ability to vary by more than 10% from the allocation of service to each city based strictly on its population. This formula was derived from the fact that initial LA VT A operations were almost entirely funded by Transit Development Act (TDA) funds, which are allocated to each member agency on a population basis. TDA funds now make up less than 70% percent of the LA VTA's operating funds and, with several routes receiving dedicated funding from other sources, it has become increasingly difficult to precisely allocate service funding based on TDA levels. During LA VTA's recent strategic planning process, this restriction was noted as a potential obstacle to undertaking new projects, such as the proposed Bus Rapid Transit projects, which will initially focus spending on certain target areas. In order to provide the Authority with flexibility to vary from this allocation formula, Section 6.8 ofthe new JEP A would allow a 15% percent deviation from the strict population-based allocation, and allows that limit to be exceeded by an action of the LA VT A Board that receives both votes from any city that will fall more than 15% below the population-based allocation. In addition, specific routes or projects may be exempted from the allocation calculation, provided the LA VT A Board takes action to do so at two separate meetings, at least 14 days apart, and notifies member jurisdictions of the proposed actions. These revised provisions will provide the necessary flexibility to the Board while still protecting the interests of each member in a fair allocation of servIce. The Amended and Restated JEP A was approved by the LA VT A Board in January 2008 and by the Alameda County Board of Supervisors on March 25, 2008. The agreement will be considered by the cities of Livermore and Pleasanton in the future. RECOMMENDATION: Staff recommends that the City Council adopt the Resolution authorizing the execution of the Amended and Restated Joint Exercise of Powers Agreement with LA VT A. 3~j / l~f5j \......' LIVERMORE/AMADOR VALLEY TRANSIT 'AUTHORITY JOINT EXERCISE OF POWEPS AGREEMENT TABLE OF CONTENTS 1. Background a. Need for Public Transportation Services b. JoInt Exercise of Powers 2. Creation of Transit Authority 3. Purpose 4. Board of Directors a. Voting b. Al t erna te c. Elected Officials d. Participation in Decisions Affecting l~ember'..~." Jurisdictions e. Selection and Removal 5. Action by Board a. Quorum (Five Votes) b. Action Generally (Four Votes) c. Permanent Changes in Routes d. Matters Requiring Five Votes Plus Member Jurisdiction Notice e.Effective Date 6. Notice of Board Actions a. Agendas b. r-tinutes 7. Bylaws 8. powe rs a. Enumeration of Powers b. Special Transportation Services c. Restriction on Power 9. Financial a. Fiscal Year b. Depository c. Aud i t d. Property Cust6dian e . Bud get f. Contributions by Member Jurisdictions g. Formula for TDA Service Allocation h. Method for Calculating Service Levels 10. Debts and Liabilities 11. Insur ance 12. Indemnificatiori 13. Disposition of Money and Property a. Successor Public Entity b. Withdrawal of Member Jurisdiction 14. Term of Agreement 15. Termina tion a. Individual Member Withdrawal b. Complete Dissolution 16. Amendment 17. New Hembers 18. Successors 19. Severability -r ..f~e.~.I,.y1l- g -I -51' I , . c.l ,~, '..~. ."~.." \ .,..-ffJ!. ~ Attachment 1 rJ/1>3 LIVER!-!ORE/A~1ADOR VALLEY TRANSIT AUTFORITY JOINT EXERCISE OF POWERS AGREEMENT THIS AGREENENT is entered into by and between the County of Alameda, the City of Dublin, the City of Livermore, and the City of pleasanton (hereinafter "members," "member jurisdictions," or cognate terms) and any additional public agency within the Service Area meeting the requirements of Section 15 hereof. 1. Backaround. This .agreement is made with respect to the following basic facts: a. Need for Public Transportation Services. Throuqh their collective efforts, member jurisdictions have determined that the area (hereinafter "Service ~rea") generally encompassed by Jl\ember jurisdictions and certain unincorporated portions of Alameda County, while within the Eay Area Rapid Transit District, does not receive adequate, coordinated public transportation services. Member jurisdictions desire to provide such services to assist the transit dependent as an alternative to the._private automobile, to meet environmental goals, to improve fuel conservation, and to secure the efficiencies of joint operation and service that are available through a unified, cooperative effort. b. Joint Exercise of Pow~rs. California Government Code Sections 6500, et seq. authorize the joint exercise of any power common to two or more public agencies. Member jurisdictions have in common, among others, the powers to CQntract for and/or operate public transportation systems. In support of such powers, member jurisdictions are further ] i:J.p /1'" Ii.. C1 . ::;;;,. -::;, ('1.' empowered, upon appropriate findings by the ~etropolitan Transportation Commission (hereinafter "MTC") under California Public Utilities Code Sections 99207(b) and 99289, to claim, receive and expend Transportation Development Act (hereinafter "TDA") funds. Member jurisdictions desire to jointly exercise such powers to provide public transportation within the service area and to claim and utilize all forms of regionally-allocated, 'State, Federal, or other grants or revenues, including TDA funds, available to member jurisdictions for such purpose. 2. Creation of Transit Authority. Upon the effective date of this agreement, there is hereby created the Transit Authority (hereinafter "Authority") as a separate and distinct public entity from member jurisdictions, to administer and implement this agreement and to exercise the common powers provided herein " ( within the Service Area attached as Exhibit A. 3. Purpose. Authority is a newly-created entity with powers unto itself which have. been granted by the participants for the purpose of providing public transportation. The common powers provided in this agreement shall be jointly exercised to provide the service area with coordinated public transportation services. 4. Board of Directors. a. Votinc. Authority shall be governed by a Board of , . Directors. There shall be seven (7) members of the Board of Directors. Each City member jurisdictions shall appoint two (2) regular representatives to the Board of Directors. The County of Alameda shall appoint one (1) regular representative. Each representative to the Board of Directors shall have one vote (except as provided by.paragraph 4b(ii)). J/~ 1,: .'''\ .11') ,...", '-" '-" b. Alternate. i. In adci t ion, each member j ur isd iction may appoint one (1) alternate representative to act in the absence of regular representatives. ii. In the absence of a regular or alternate representative, the other representative from that city may exercise both votes for that jurisdiction. c. Elected Officials. Representatives shall be elected members of the governing boards of the member jurisdictions. With the exception of the alternate from the County of Alameda, alternates shall be elected members of the governing bodies of the member jurisdictions. The alternate from the County of Alar:leda shall be appointed by the Board of Supervisor.s. d. Participation in Decisions Aftectino Member. Juris- dictions. An elected member of the governing body of a member jurisdiction shall not be prohibited by reason of such office from also participating as a representative to the Board_of Directors of Authority while it is considering or acting upon a contract, lease, or other transaction with such member jurisdiction. e. Selection and Removal. Representatives shall serve solely at the pleasure of the appointing member jurisdiction. 5. Action by Eoard. a. Quorum. Members of the Board of Directors controlling five votes shall constitute a quorum for the transaction of business. 5%~2 . b. Action Generallv (Four Votes). Dnless specifically limited by this agreement, four votes of the Board of Directors shall be required to act upon any matter. c. Pe~manent Chances in Routes. Any permanent change in regularly scheduled bus routes requires four votes of the Board of Directors including all the votes of the jurisdiction in which the chanqe would occur. Examples of changes in bus routes subject to the limitations of this section include changes in headways, changes in location of bus routes, and changes in location of bus stops. Em~rgency changes in bus routes necessitated by street closures and other unanticipated events may be implemented as appropriate but shall be brought to the Board for its review at the next regularly scheduled Board meeting. d. ~atters Reauirinc Five Votes Plus Member Jurisdiction Notice. The following actions shall require the affirmative vote of representatives holding five votes on the Board of Directors. i. Adoption or amendreent of Bylaws. ii. Any contract for a period longer than one ye a ~. . iii. Designation of the Authority Treasurer as provided in paragraph 9(b). e. Effective Date. Any of the actions listed in subsections 5c or 5d shall not be passed within fourteen days of their introduction. When any of the actions listed in these subsections are altered after introduction, they shall be passed at least fourteen days after alteration. Good faith compliance with the notice requirements of Section ~ shall be sufficient notice to member jurisdictions. 01j ~~, f"", 6. Notice of Board Actions. a. Aaendas. A copy of the meeting agendas for each Board of Directors meeting shall be mailed to each member of each member jurisdict.ion c;wverning body at the same time that the agenda is mailed to the Board of Directors. b. Minut~s. The minutes of each Board of Directors meeting shall be mailed to each member of each member jurisdiction governing body within seven days of the meeting in conjunction with their distribution to the Board of Directors. 7. Bylaws. To further establish and govern the Eoard of Directors' procedures, substantive responsibilities, and organizational structure the Board may adopt Bylaws. Bylaws and any amendments thereto shall be adopted in accordance with Section Sc of this agreement. 8. Powers. a. Enumeration of Powers. Subject to the other terms and conditions of this agreement and any restrictions provided in law, Authority shall have the power to: i. Own, 'develop, operate, maintain, and administer a public transportation system, or contract with any person, firm, or public agency to use, manage, or operate such transportation system or portions thereof for public transit purposes: ii. Contract with any person, firm, or public agency to provide public transportation facilities and services, or to improve such facilities and services. lo;!?3 ( iii. Apply for, receive, and utilize all forms of financial assistance for public transportation facilities or services, including contributions, grants, allocations, loans, revenues, or other assistance from r1TC, State, Federal, or other sources available for the planning, acquisition, construction, maintenance, operation, administration, or other support of such facilities or services; . provided that Authority shall be empowered on behalf of member jurisdictions without furthe~ authorization to directly apply for, receive, and utilize such financial assistance for which member jurisdictions are eligible, including, without limitation, TDA funds. (A) Except as specifically provided by Paragraph 8(b), member jurisdictions shall not compete with Authority for TDA public transit funds within the service area. (8) The parties acknowledge that Livermore has an operating fixed route transit service called RIDEO with a level of intra-City service emphasizing the needs of students, the elderly, the disabled, and the transit dependent, and a Dial-a-Ride service for the elderly and disabled, both of whi~h the City will be permitted to maintain within the JEPA. Livermore shall have the o 'I2l> F;?-' C)~~ the right to continue to operate these systems and to apply for TDA Article 4.0 funds. Spending of Livermore TDA operating or capitol funds for 1985-1987 beyond current levels requires Livermore representative agreement. Authority may, however, administer RIDEO during this period. For the period FY 85/86 and FY 86/87, Livermore shall file a separate claim for operating funds, and Livermore's operating budge: shall be separately accounted for. In addition, during this period, any claim for Livermore's unallocated funds must have the approval of Livermore. Live~ore shall cease operating the RIDEO system no later than July 1987 (the termination date of the existing RIDEO system contract). (C) In contracting for public transportation services as authorized by paragraph 8a(ii) hereof, Authority is empowered as part of and in support of such contract and for the term thereof, to commit itself to apply for, receive, and expend TDA and other financial assistance for which Authority may apply under this paragrarh 8a(ii). ~ember jurisdictions shall be bound by and carry out such commitment q~ rl of Authority~uring the term of such ( contract, notwithstanding termination of this agreement, subject to equitable adjustments required by paragraph 13. CD) Member jurisdictions shall provide such reasonable assurances and perform such reasonable acts, including execution of claims and grant applications, as are reasonably necessary to 9ive effect to this paragraph. iv. Hire agents and employees and contract for professional or other services. Member jurisdictions may be reimbursed for the value { of services rendered; v. Enter into contracts; vi. Sue and be sued; vii. Acquire, hold, or dispose of real and ,personal propert~, including transportation equipment and facilities; viii.Incur debts, liabilities and obligations; ix. Invest in the treasury of the member jurisdiction designated as Authority Treasurer moneys not needed for immediate necessities as the Board of Directors ~eems advisable; provided that such investments shall be on the same terms and conditions as other local entities' investments in accordance with Government Code Section 53601; 10 ;( 53 x. Delegate within the limitations of Government Code section 6508 all or a portion of its functions to an administrative entity for the purpose of pro<?ram development,' policy formulation, or program implementation; Xl. Adopt a conflict of interest code; xii. Do all other reasonable and necessary acts to fulfill the purposes of this agreement. b. Special Trans~ortation Services. i. Any member agency may provide additional funding to Authority for special transFOrtation services equal to their costs. In that event, Authority will provide enhanced service levels, to that member jurisdiction in proportion to the I additional funding provided. . ii. Authority may exercise all or a portion of the powers set forth in paragraph 8a to provide transportation other than for the gener~l public (e.g. elderly, handicapped and other special transportation needs as currently provided for in Livermore, in Dublin, and in Pleasanton) and will maintain current levels of service. iii.However, notwithstanding any other provision of this agreement, each member jurisdiction may at its own option, establish and maintain its own proqram for elderly, handicapped and other special transportation needs. In such event, Authority shall not compete for funding which would otherwise be allocated to that member 11153 c. Restriction on Power. The ~anner of exercising powers granted Authority by this agreement shall be subject to the same restrictions as imposed upon the agency of the Authority Treasurer in that agency's exercise of similar powers as required by Government Code Section 6509. 9. Financi21. a. Fiscal Year. The fiscal year for Authority shall be from July 1 to June 30. b. oenository. The Treasurer is designated as the depository for Authority and is to have custody of all funds of Authority from \vhatever source. The Treasurer shall be appointed pursuant to procedures established in the Bylaws. As depository, the Treasurer shall: 1. Receive and receipt for all money of Authority ( and place it in the treasury to the credit of Authority; i1. Be responsible on' his/her official bond for the safek~eping and disbursement of all money of Authority so held by the Treasurer: iii. pay, when due, out of the money of Authority so held by him/her all sums payable on out- standing bonds and coupons of Authority: iv. Pay from authori ty money and other sums due from Authority, or any portion thereof, only upon warrants of the public officer per- forming the function of Auditor as designated by this agreement: 'J. . verify and report in writing on a (c26lf53 (0" quarterly basis to Authority and to member jurisdictions the amount of receipts since the last report, and the amounts paid out since the last report; and vi. Invest Authority funds in accordance with paragraph SaC ix) . c. Audit. There shall be strict accountability of all Authority funds. The Auditor of the agency from which the Agency Treasurer is selected shall be the Auditor for Authority. The Aud i tor shall: i. Report all receipts and disbursements to Authority. ii. Make or contract to make an annual audit of Authority pursuant to requirements of Goverrunent Code Section 6505. d. prooertv Custodian. The Auth,ority Treasurer shall - ... - have charge, handle, and/or have access to any property of Authority and, pursuant to Government Code Section 6505.1, the Authority shall require such person or persons to file an official bond in an amount of at least Five Hundred Thousand Dollars ($500,000). Upon creation by the Board of a position of general manager (by whatever title chosen), the general manager shall also have the authority and responsibility provided by this section. e. BUc1oet. A procedure for adoption of an annual budqet may be set forth in the Bylaws of Authority. , , - 0~X f. Contributions bv ~ember Jurisdictions. Any member jurisdiction may provide additional funding for specified transportation services which the Authority is authorized to provide. In that event, Authority will provide enhanced service levels to the contributing member jurisdiction in proportion to the additional funding provided. No member jurisdiction shall be required to contribute any money from its general fund or other locally-controlled funds to Authority unless first approved by the governing body of such member jurisdiction. g. Formula for rDA Service Allocation. The Authority shall be the designated claimant within the service area for State Transportation Development Act (TDA) Article 4.0 funds. For purposes of judging that service is reasonably distributed among member jurisdictions, the allocation of these TDA funds and relating program funds among member jurisdictions shall virtually be in accordance with the following formula: TDA Allocation = population of Member Jurisdiction x Total TDA Total Service Area Population funds Available. population for purposes of this formula shall be the most recent annual population estimates from the State Department of Finance Existing levels of intra-city service in Livermore shall be defined as annual service hours per capita and shall be maintained at current levels or above, except as provided for in Section 9.h. h. Method for Calculatina Service Levels. TDA funds shall be presumed to have been allocated in proportion to service hours within each member jurisdiction. However, when selecting -12- /1{ ,53 service levels, the Board may also consider other relevant factors such as bus miles traveled, fare box revenues received, ridership, number of stops, average speed, local ge09raphy and the impact of r~gional destinations and ~ercentage of residential population within one quarter mile of a bus route. In no case, however, shall service levels differ by more than 10% from population based allocations. 10. Debts and Liabilities. The debts, liabilities, and obligations of Authority shall not be the debts, liabilities, and obligations of the member jurisdictions, or any of them except as provided in Paragraph 15. 11. Insurance. Authority shall maintain insurance coverage in at least the following amounts and each member jurisdiction shall be na~ed as an additional primary insured: PUBLIC LIABILITY General Bodily Injury General Property Damage or Combined SIngle Limit on Damage Liabil ity - Sl,OOO,OOO Per Occurrence - $ 100,000 Per Occurrence Bodily I nj ur y and Property - 51,000,000 - $1,000,000 Per person/SlO,OOO,OOO Per Occurrence - S 250,000 per Occurrence VEHICLE LIABILITY Bodily Injury Property Damage or Combined Sin<ile Liability Limit on Bani1y Injury and Property Damage - $10,000,000 /5153 12. Indemnification. The Authority shall hold each member jurisdiction, its elective and appointive Boards, Commissions, officers, agents, and employees, harmless from any liability for damage or claims for damage for personal injury, including death as well as from claims from property Gamage which may arise frcm Authority's contractors', subcontractors', agents' or employees' operation under this agreement. Authority agrees to and shall defend each member jurisdiction and its elective and appointive Boards, Commissions, officers, agents, and employees from any suits or actions at law or equity for damages caused, ~r alleged to hav'e been caused, by reason of any of the aforesaid operations. ( 13. Disposition of Money and Property. This paragraph shall apply to distribution by Authority of its surplus money or acquired property. This paragraph shall not affect sale, transfer, or other disposition of property or money by Authority in the ordinary course of its activities necessary to fulfill the purposes of this agreement. a. Successor Public Entity. If by law another public entity has been created or designated to assume responsibility for providing public transF.Ortation services within all or substantially all of the service area of Authority, the surplus money and acquired property of Authority may be transferred to such public entity upon its assumption of all (monetary) liabilities of Authority, and authority shall thereafter terminate. b. Withdrawal of Member Jurisdiction. Upon withdrawal of one or more member jurisdictions as provided in paragraph 14, !? of !5;.;8 /' the accuired property and surplus money of Authority shall be distributed to the withdrawing jurisdictions in proportion to the aggregate of that member's contributions to Authority and TDA funds claimed by Authority on behalf of such nember jurisdiction. To facilitate such distribution, property may be distributed in kind or reduced to cash by sale. Any distribution of cash, including surplus moneys, to a member jurisdiction in excess of its actual contributions to Authority shall be first approved by the Metropolitan Transportation Commission (MTC). If member jurisdictions cannot agree upon the valuation of acquired property or upon their distributive shares, the oisagreement shall be referred to a panel of three referees for decision. One referee shall be appo in ted by the member d i spu t ing the valua tion or disposition. One referee shall be appointed by the members supporting the valuation or distribution. One referee shall be appointed by the two referees first appointed. 14. Terr~ of Agreement. This a<:rreement shall become_ effective June 1, 1985, and shall remain in full force and effect so long as there are two or more member jurisdictions. 15. Termination. Except as provided in paragraph l2a (for Successor Public Entity), termination of this agreement shall be effected only as follows: a. Individual Hember Nithdrawal. A member jurisdiction may terminate its participation in this agreement and Authority at any time, rrovided that such jurisdiction shall give one year prior written notice of such termination to Authority and other member jurisdictions. Notice of termination may be rescinded If 1S!J ( i' /2> ~ !23 during the term of such contract unless reasonable alternate terms can be negotiated wi th the other party to the long-term contract. 16. Amendment. This agreement shall be amended only with the unanimous approval of all member jurisdictions. 17. New Members. Upon the unanimous consent by resolution of member jurisdictions, any public entity within the Service Area shall be admitted to Authority as a voting member. jurisdiction at any time~ provided that new members shall first execute a facsimile of this Joint Exercise of Powers Agreement anct any Bylaws of Authority and agree to be bound by their terms and the terms of any other agreements to which Authority is party. 18. Successors. This agreement shall be binding upon and inure to the benefit of any successors or assigns of the member jurisdictions. 19. Severability. Should any part, term, portion, or provision of this agreement be finally decided to be in ~onflict with any law of the united States or of the State of California, or otherwise be unenforceable or ineffectual, the validity of the remaining parts, terms, portions, or provisions of this agreement shall be deemed severable and shall not be affected thereby, provided that such re~aining parts, terms, portions, or provisions can be construed in substance to constitute the agreement that the member jurisdictions intended to enter into in the first instance. J--. PUBLIC WORKS AGENCY )c1 ~ 53 . 'AI.u\I\II.~J)A ('Oll Nrl'Y FLOOI> t'ONrl'HOL AND WA'l'l<":l{ ('ON1..;J';H V ATION I >ISrl'l{ I( "I' 399 Elmhurst Street · Hayward. CA 94544-1395 · (415) 881-6470 !I''''I'! ..,J / .'r.''''- /, V"-- g~'~ ';/J" "r/- lj 7' ('f AGENDA ~ May 28, 1985 May 20, 1985 The Honorable Board of Supervisors Administration Building Oakland, CA 94612 Dear Board Members: SUBJECT: Approval of County Participation in Valley Transit Authority Joint Exercise of Powers Agreement RECOMMENDATION: It is recommended that your Board: 1. Approve and authorize the chairman of the Board to execute the attached Valley Transit Authority Joint Exercise of Powers Agreement; SUMMARY: For the past year, the policy committee, consisting of represen- tatives of Dublin, Pleasanton, Livermore and the County, have been reviewing studies and documents relating to the formation of a Joint Exercise of Powers to establish a Valley Transit Agency to provide public transportation services with the jurisdictions of the four agencies. Such activity is permitted by California Government Code Sections 6500 et seq. The Joint Powers Agreement has been approved by the City of Pleasanton, the City of Dublin, and by the City of Livermore. Member jurisdictions may be funded by the Metropolitan Transportation Commission (MTC) under California Public utilities Code Section 99l07(b) and 99289, to claim, receive and expend Transportation Development Act (TDA) funds. Member jurisdictions propose to use such funds as follows: population of Member Jurisdiction x TDA funds available Total Service Area Population 02b~S3 The Honorable Board of Supervisors MAY 2e, 1985 Page 2 ACTION BY CITIES: The City of Pleasanton adopted the Joint Exercise of Powers and the Negative Declaration on March 12, 1985. The City of Dublin approved the Joint Exercise of Powers in May 1985. The City of Livermore voted to approve the Joint Exercise of Powers on May 21, 1985. DISCUSSIONS/FINDINGS: The policy Committee made up of the three cities and Alameda County determined that there was a need for transit services in the Valley area. Member jurisdictions wish to provide services as an alternative to the private automobile, to assist those without private transportation, to improve fuel conservation, assist environmental goals and obtain efficiencies of joint operation and service. The Agreement provides creation of the Transit Authority as a separate and distinct public entity from member jurisdictions, to administer and implement this agreement and to exercise common powers contained in the JPA document. The Board as th~ JPAs are written will consist of seven members, two from each city and one from the county. Each member jurisdiction may appoint one alter- nate to act in the absence of the regular member. Powers include owning, developing, operating, administering a public transportation system or contracting to do the same; ap- plying, receiving and utilizing financial assistance, and all standard activities common to a public agency as outlined in the Agreement. FINANCING: Transportation Development Action (TDA) funds would be used which would have no impact on county finances. Very truly yours, HAF : HRH . A;ltV~R' TOR OF PUBLIC WORKS r- Ene. JPA 5-2-85 c?r of is,,?) ( l THE FOLLOWING MINUTE ORDER was passed and adopted by the following ( vote of the Board of Supervisors, County of Alameda, State of California on May 28. 1985 to wit: The County Participation in Valley Transit Authority Joint Exercise of Powers Agreement was approved as recommended with the following condition added : That there be no condemnations without prior approval of this Board of Supervisors. AYES: Supervisors Campbell, Cooper, George, Knox and Chairman Santana - 5 NOES: None EXCUSED: None *** FILE 1F 1935 I CERTIFY THAT THE FOREGOING IS A COR. RECT COPY Of A MINUTE ORDER ADOPTED BY THE BOARD Of SUPERVISORS, AlAMEDA COUNTY, CAlIFORNIA ~nY 28 iS65 ATIEST: MtlY 28 '1385 WILLIAM MEHIWEIN, CLERK OF . THr:RD ~f SUPERVISORS . BY: J',^A<!'j VIL'~~ AGENDA 1F 2 MINUTE ORDER 1221B c9:JX5~ THE FOREGOING MINUTE ORDER was passed and adopted by the following vote of the Board of Supervisors, County of Alameda, State of California, on June 4. 1985 , to wit: APPROVED AS RECOMMENDED: With the condition that the Board of Supervisor's Minute Order of May 28, 1985 be, and the same is hereby, rescinded and set aside. AYES: Supervisors Campbell, Cooper, George, Knox and Chairman Santana - 5 NOES: None EXCUSED: None *** FILE iJ 1935 I C[RTIFY THAT TlfE FOREGOING ,~ A COR. RECT COpy Of ~ MINUT[ ORDER ADOPTED BY THE BOARD OF SUPERVISORS, ~DAO 4 1085 COUNlY, CAlIFORJ U"N1A 04 a - .,) ATIEST: L8J WILLIAM MEHRWEIN, CLERK Of TH~ARD.OF S7'iRV.II~S s, BY; WvtAAl o~ AGENDA If 2 MINUTE ORDER 03068 l \ ! i I I I I I I ~II I ~ . l1!I~ r:} 3 53 . .-.......-. ...~;~ --'.-"'~ 1052 South c.;'/ermcre'o.venu, L.:vermcrp.. GA J455( .415) ..!49.~OG( June 17, 1988 JRECEIVED JJUN 21ls.as . UYERMOREj AMADOR VAllEY iTRANSIT AUTHORITY Livermore/Amador Valley Transit Authority 200 Old Bernal Avenue Pleasanton, CA 94566 SUBJECT: Amendment to JEPA Agreement Gentlemen: At their June 13 meeting, the Livermore City Council adopted Resolution No. 155-88, authorizing execution of the Amendment to the Joint Exercise of Powers Agreement. A copy of that resolution is enclosed for your information. Also enclosed are two original copies of the Amendment, which have been signed by our Mayor, the city Attorney and myself. Please insure that this office receives a fully executed original copy of this Amendment when the remainder of the appropriate signatures have been received. Sincerely, @~ <<~ Carol Greany city Clerk CG/ao Enclosures ill A:f1J {~;-A.~ .;;!~ t~ ,~ 8/f ~63 IN THE CITY COUNCIL OF THE CITY OF LIVERMORE STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF AMENDMENT TO AGREEMENT (Livermore/Amador Valley Transit Authority Joint Exercise of Powers Agreement) WHEREAS, the Livermore city council entered into a Joint Exercise of Powers Agreement with the cities of Dublin and Pleasanton and the County of Alameda in May of 1985 which created the Livermore/Amador Valley Transit Authority; and WHEREAS, the Authority desires to amend this agreement to change the provisions relating to insurance requirements; and WHEREAS, Section 16 of the JEPA requires that the agreement can only be amended by unanimous approval of all member jurisdictions. NOW, THEREFORE, BE IT RESOLVED by the Livermore City council that the Mayor is authorized to sign Amendment #1 to the Livermore/Amador Valley Transit Authority Joint Exercise of Powers Agreement, a copy of which is orr file in the Office of the City Clerk. APPROVED AS TO FORM: ~ On motion of Councilmember Brown , seconded by Councilmember Bartoli the foregoing Resolution was passed and adopted this 13th day of June , 1988, by the following vote: AYES: COUNCILMEMBERS Vargas,Brown,Wieskamp,Bartoli & Mayor Turner. NOES: NONE ABSENT: NONE RESOLUTION NO. 155-88 ( ( ATTEST: @~ oft~, - 7f CITY CLERK -2- rJ5 ().r 6~ (, LIVERMORE, CALIFORNIA RESOLUTION NO. 155-88 ~? ~63 AMENDMENT 1 (1987) TO LIVERMORE/AMADOR VALLEY TRANSIT AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT The LIVERMORE/AMADOR VALLEY TRANSIT AUTHORITY Joint Exercise of Powers Agreement entered into as of the fifth day of May, 1985, by and between COUNTY OF ALAMEDA, the CITY OF DUBLIN, the CITY OF LIVERMORE, and the CITY OF PLEASANTON is amended to provide as follows: 1. Section 11 Insurance: A. Authority shall maintain insurance coverage in at least the following amounts and each member jurisdiction shall be named as an additional primary insured: Public Liability General Bodily Injury General Property Damage or Combined Single Limit on Bodily Injury and Property Damage Liability $1,000,000 per occurrence $1,000,000 per occurrence $1,000,000 per occurrence Vehicle Liability Bodily Injury Sl,OOO,OOO per occurrence Property Damage or $ 250,000 per occurrence Combined Single Limit on Bodily Injury and Property Damage Liability Sl,OOO,OOO per occurrence B. Authority shall require the Maintenance and Operation Contractor, at 'its sole cost and expense to maintain in full force and effect comprehensive general liability insurance with 1 c91 ~ 53 ( primary coverage of at least $500,000 combined single limit bodily injury and property damage liability. C. Maintenance and Operation Contractor shall also procure and maintain in full force and effect an umbrella liability insurance policy in the amount of $10 million and each member jurisdiction shall be named as an additional primary insured under the comprehensive general liability primary coverage and the umbrella liab~lity coverage. D. Maintenance and Operation Contractor shall provide Authority with vehicle liability insurance with primary coverage of at least $1 million and a separate umbrella liability insurance policy to provide vehicle liability coverage of an additional $10 million. E. In the event Authority is advised that the Maintenance and Operations Contractor is unable to procure the limits of insurance as set forth abo~ei then in that event Authority shall take immediate steps to procure coverage as outlined in para- graphs B, C, and D above. IN WITNESS WHEREOF, the parties hereto have executed this ( AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT by their duly authorized officers and representatives as of the date indicated. Dated: APPROVED AS TO FORM: COUNTY OF ALAMEDA County Counsel Chairman Board of Supervisors ATTEST: Clerk, Board of Supervisors Dated: APPROVED AS TO FORM CITY OF DUBLIN By Mayor City Attorney ATTEST: City Clerk ---2------- . Dated: d::::~/9f! E AS TO F ~EST: __ 4 Ci~~ Dated: APPROVED AS TO FORM City Attorney ATTEST City Clerk CI By Mayor ,3-g ~ 56 /" CITY OF PLEASANTON By Mayor 3 'J. rJ/ ~ 4:; !~, 0< - / "-"'I...i ("": 1 " VARNI. FRASER. HARTWELL & RODGERS ATTORNEYS AT LAW A PARTNERSHIP INCI..UOING PROFESSIONAl.. CCRPOJ:;l"",TIQNS 2109 l='CURTH STREET. P. O. BOX sn . LIVERMORE. CA 9~550..~S51 . (.115) 447-1222 FU..E NO: July 10, 1990 703245 ;RECEIVED Peter H. LaChapelle, Esq. Deputy County Counsel County of Alameda 1221 Oak Street, Room 463 Oakland, CA 94612 JUL 11 19~O UYERMORE/ AMADOR VALLEY TRANSIT AUTHORITY Re: LIVERMORE-AMADOR VALLEY TRANSIT AUTHORITY JOINT EXERCISE OF POWERS AMENDMENT NO. 1 Dear Pete: ( As you know, I have been asking you to find the above- referenced document previously forwarded to you and which had been signed by the mayors of Livermore, Pleasanton and Dublin. Since your office and the County Administrator's office cannot find the original document, I am including with this letter a new original plus a copy of the old document. Please have the risk manager approve the document, have the original properly executed and return it to me at your earliest convenience. If there are any insurance questions (which was the hang up before), please have your risk manager telephone Ben Fernandes at Cooper and Cook, (415) 846-4423. The Transit Board and the General Manager of the Livermore- Amador Valley Transit Authority are anxious to get this matter concluded. Very truly yours, VARNI, FRASER, HARTWELL & RODGERS KEITH S. FRASER KEITH S. FRASER KSF:br Enclosures Icc: Mr. Vic'Sood, General Manager HAYWARD OFFICE 22771 MAIN STREET VAt{Ql [P'1{ 1416 TENNESSEE ST. PLEASANTON OFFICE 5960 INGI..EWOOO OR. <J.A ca.p 5. 'J, ~lj .~'.' . ...} AMENDMENT 1 (1987) ~ LIVERMORE-AMADOR VALLEY TRANSIT AUTHORITY JOINT EXERCISE OF' POWERS AGREEMENT The LIVERMORE-AMADOR VALLEY TRANSIT AUTHORITY Joint Exercise of powers Agreement entered into as of the fifth day of May, 1985, by and.between COUNTY OF ALAMEDA, the CITY OF DUBLIN, the CITY OF LIVERMORE, and the CITY OF PLEASANTON is amended to provide as follows: 1. Section 11 Insurance: A. Authority shall maintain insurance coverage ~n at least the following amounts and each member jurisdiction shall be named as an additional primary insured: Public Liability General Bcdilylnjury General Property Damage or Combined Single Limit on Bodily Injury and Property Damage Liability Sl,OOO,OOO per occurrence 51,000,000 per occurrence Sl.000,OOO per occurrence Vehicle Liability Bodily Injury Sl,OOO,OOO per occurrence Property Damage or S 250,000 per occurrence Combined Single Limit on Bodily Injury and Property Damage Liability S1,OOO,OOO per occurrence B. Authority shall require the Maintenance and Operation Contractor, at its sole cost and expense to maintain in full force and effect comprehensive general liability insurance with primary coverage of at least 5500,000 combined single limit bodily injury and property damage liability. 31 <J;{. tS3 ( C. Maintenance and Operation Contractor shall also procure and maintain in full force and effect an umbrella liability insurance policy in the amount of S10 million and each member jurisdiction shall be naMed as an additional primary insured under the compre- hensive general liability primary coverage and the umbrella liability coverage. . . D. Maintenance and Operation Contractor shall provide Authority with vehicle liability insurance with primary coverage of at least S1 million and a separate umbrella liability insurance policy to provide vehicle liability coverage of an additional S10 million. E. In the event Authority is advised that the Maintenance and Operations Contr~ctor is unable to procure the limits bf insur- ance as set forth above, then in that event Authority shall take immediate steps to procure coverage as outlined in paragraphs Bt C and D above. IN WITNESS WHEREOF, the parties hereto have executed this . . Amendment to Joint Exercise of Powers Agreement by their duly ( authorized officers and representatives as of the date indicated. Dated: APPROVED AS'TO FORM: 4"V COUNTY OF ALAMEDA /j~~ Chairman Board of Supervisors County Counsel ATTEST: , ~~ ~-"L-_ ~~;d -&:s~..q)~i:visors . '7~' . :";': Da tOed : .~ . ;. . ." . APPROVED AS TO FORM: CITY OF DUBLIN City Attorney Mayor ATTEST: city Clerk ~ ' 3~ <of' 63 '(' primary co~erage of at 18~s:t $500,000 combined Gin9~e lim:i.t bod~ly injury and property damage liabi~ity. C. Haintenance and Operation Contract~.sh411 alao procure and maintain in full force and effect an umbrell~ liability iDsurance policy in the a~ount of $10 million and each member jurizadictioD :shal.l be named as an adcIitioDcl priJIlury insured under the cDmprehen~ive general li~ility primary covet'age and the umprella liCl~i11t:y coverage. O. Maintenance and Operation Contractor shall provide Authority with vebicle liability insurance with primary coverage of at ~ea6~ Sl million and a separate umbrella liability insurance policy ~o pro~1de vehicle liability coverage of an ~dQitional $10 million. E. In the event Au~hority ia advised that the MaintGn~ncQ and opera~1ons Contrac~or Ls unable to procure the limits of insurance as set forth above, then in that eVen~ Authority shall take immediate seeps to procure coverage as outlined in para- ~raphs B, C, and D above. IN YI~NESS WHEREOF, the parties hereto h~ve executed thi, XM~NDMENT TO JOINT EXERCISE OF POWERS AGRE~HENT by the~r duly Authorized. officers and rep~e~entatives as of the ~ate indicated. Da1:ed: APPRoVEU AS ~o FORM: COUNTY OF ALAMEDA County Counsel Cb.&irmall Board of Supervisors AT'l'EST~ C1Grk, Board of ~upervieorB Dsted: ..... ~. APPROVED AS TO ~ORM -</ - . .- . :' :.. .'1' ,(/ I :'J . ,_ , ~ _/ \ c\.. :, :,'..;- Ci ty A ttorn~y ~ ;2}:::'I4~ ~ ATTEST: ~-lC Jcl.-,~- City ClerK 2 .. . ff !le:t.ed ~ no-tea: ~?fC{;B1J .., C 1. 'to j' :Jl. ~:t. o'S:l1e~ wb ,. \ ff 33 I '). ~.~ JV . 't \ . \ . e"I . . t ; , . ~ . ! \ \ \ ,L~ ~ . ~y ~a.yot' :> \ \. \ , ~ . ~ 1 \ I I \ t 1 ! \ VARNI, FRASER, HARTWELL & TRUTNER ..?:5 _~ 63 JUN1 3 2JlO1 ATTORNEYS AT LAW lIVEF" . ,;~- "Ay:'.P TRN._:' ".l.I.;~~ " A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 2109 FOURTH STREET P.O. BOX 511 LIVERMORE. CALIFORNIA 94550-4551 (925) 447-1222 FAX: (925) 443-7831 HAYWARD OFFICE 22771 HAI~ STREET P.O. 80X 570 HAYWARD. CA 94543 (5101 886'5000 FAX (5101 538-8797 HN S. HARTWELL 0924-1993) , June 12,2001 703245 Michael Roush, Esq. City Attorney City of Pleasanton Box 520 Pleasanton, CA 94566 Elizabeth Silver City Attorney City of Dublin P. O. Box 2340 Dublin, CA 94568 Dan Sodergren, Esq. Acting City Attorney City of Livermore 1052 South Livermore Avenue Livermore, CA 94550 Richard E. Winnie, Esq. County Counsel County of Alameda 1221 Oak Street Oakland, CA 94612 Re: LIVERMORE-AMADOR VALLEY TRANSIT AUTHORITY AMENDMENT 2 TO JOINT EXERCISE OF POWERS AGREEMENT Ladies/Gentlemen: Enclosed for your records is a copy of Amendment 2 to the Joint Exercise of Powers Agreement (JEP A) signed by the Cities of Livermore, Pleasanton, and Dublin and the County of Alameda. Thank you for your cooperation regarding this matter. Very truly yours, VARNI, FRASER, HARTWELL & TRUTNER KEITH S. FRASER KEITH S. FRASER KSF:br Enclosure cor-Mr. Vic Sood JEPA2any.llr.wpd &a.olE11inr'l tl!fItiW 3E?'1)I~. 3!J / AMENDMENT 2 (2000) TO LIVERMORE-AMADOR V ALLEY TRANSIT AUTHORlTY ., " JOINT EXERCISE OF POWERS AGREEMENT The LIVERMORE-AMADOR V ALLEY TRANSIT AUTHORlTY Joint Exercise of Powers Agreement entered into as of the fifth dayofMay. 1985, and as amended on September 17. 1996, as o\rnendment 1 (1987) by and between COUNTY OF ALAMEDA, the CITY OF DUBLIN, the CITY OF . ~IVERMORE, and the CITY OF PLEASANTON is amended to provide as follows: Section 11 Insurance: Authority shall maintain insurance coverage in at least the following amounts and each member msdiction shall be named as an additional primary insured: ( Public Liability General Bodily Injury General Property Damage or Combined Single Limit on Bodily Injury and Property Damage Liability $1,000,000 per occurrence $ 100,000 per occurrence $1,000,000 per occurrence Vehicle Liability Bodily Illjury $1,000,000 per person/$1 0,000,000 per occurrence Property Damage or $ 250,000 per occurrence Combined Single Limit on Bodily Injury and Property Damage Liability $10,000,000 per occurrence 1 . LA V JEP Aamend2.AGT.wpd 36152> IN WI1NESS WHEREOF, the parties hereto have executed this Amendment 2 (2000) to Joint txercise of Powers Agreement by their duly authorized officers and representatives as of the date indicated. Dated: (v.o.;,1l e r 'Lro1 , AP~ROVED AS TO FOR!vf: ~k COUNTY OF ALAMEDA ~ounty Counsel By: Chairman Board of Supervisors \.TIEST: . ~lerk, Board of Supervisors Dated: .PPROVED AS TO FORM: CITY OF DUBLIN ity Attorney By: Mayor TTEST: tty Clerk Dated: ?PROVED AS TO FORM: CITY OF LIVERMORE ty Attorney By: Mayor :lEST: -..y Clerk 2 LA V JEP Aamend2.AGT. wpd r:2. Y'f. .dJ....-l ;?, ~ fA ,~, -...,.I' . /, IN WITNESS WHEREOF, the parties hereto have executed this Amendment 2 (2000) to Joint Exercise of Powers Agreement by their duly authorized officers and representatives as of the date indicated. Dated: APPROVED AS TO FORM: COUNTY OF ALAMEDA :ounty Counsel \. TTEST: :lerk, Board of Supervisors Dated: '\PPROVED AS TO FORM: :~,~ M 0 ( :ity Attorney Dated: .PPROVED AS TO FORM: ~deL ::?( S; ~ ity Attorney CITY OF LIVERMORE By: Mayor .TTEST: ity Clerk 2 · LA VJEPAamend2.AGT.wpd 39 ~5j IN WITNESS WHEREOF, the parties hereto have executed this Amendment 2 (2000) to Joint I Exercise of Powers Agreement by their duly authorized officers and representatives as of the date indicated. Dated: \ APPROVED AS TO FORM: . COUNTY OF ALAMEDA County Counsel By: Chairman Board of Supervisors ATTEST: Clerk, Board of Supervisors Dated: !\PPROVED AS TO FORM: CITY OF DUBLIN By: Mayor :ity Attorney ~ TTEST: ::ity Clerk Dated: ~: :ity Attorney \3* CITY OF LIVERMORE By:6~//'~ Mayor \ TT~T: . /. ~ a / 'if .... 1 '.' ' t;'./u(( (' ~.{t0~y :ity Clerk 2 · LA V JEP Aamcnd2.AGT. wpd /"." Dated: ()C~ /7, ifo;j 0 lPPROVED AS TO FORM: /J fM{tlA~ tf-/&~----z :ity Attorney lITEST ~ ~ ~;y~ ( 3~ (~, 62) ,. 3 · LA V JEP Aamend2.AGT. wpd Attachment 2 l(O ~ 53 AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT ESTABLISHING THE LIVERMORE AMADOR VALLEY TRANSIT AUTHORITY THIS AGREEMENT ("Agreement") is made and entered into by and between the County of Alameda, the City of Dublin, the City of Livermore, the City of Pleasanton, and any additional public agency meeting the requirements of Section 5.2 hereof which are or become signatories hereto (collectively hereinafter "Members" and "Member Jurisdictions"). WHEREAS, in 1985, the County of Alameda, the City of Dublin, the City of Livermore and the City of Pleasanton entered into a Joint Exercise of Powers Agreement ("JEP A") creating. the Livermore/Amador Valley Transit Authority ("Authority") pursuant to Title I, Division 7, Chapter 5, Article I (9 6500, et seq.) of the California Government Code, for the purpose of providing coordinated public transportation services within the Service Area (as herein defined); and WHEREAS, since it was founded in 1985, the Authority's operations have grown significantly; and WHEREAS, in 1987 and 2000, the Member Jurisdictions amended provisions of the JEP A to revise certain insurance requirements; and WHEREAS, the County of Alameda, the City of Dublin, the City of Livermore and the City of Pleasant on now desire to enter into an Amended and Restated Joint Exercise of Powers Agreement to modify and update provisions pertaining to the structure and operation of the Authority. NOW, THEREFORE, the parties mutually agree as follows: ARTICLE I: GENERAL PROVISIONS Section 1.1. Purpose. The purpose of this Agreement is to establish the Authority to provide for the joint exercise of powers common to the Member Jurisdictions to own, manage, operate and maintain a public transportation system in the Service Area. The Member Jurisdictions further desire to jointly exercise such powers to claim, receive and utilize all forms of regionally allocated, State, Federal, or other grants or revenues, including, upon appropriate findings by the Metropolitan Transportation Commission (hereinafter "MTC"), funds under the Transportation Development Act (hereinafter "TDA") (California Public Utilities Code Sections 99207(b) and 99289). Section 1.2. Creation of Transit Authority. There is hereby created the Livermore Amador Valley Transit Authority (hereinafter "Authority") as a separate and distinct public entity from Member Jurisdictions, to administer and implement this Agreement and to exercise the common powers provided herein within the Service Area attached as Exhibit A. Attachment 2 J-1 f OJ? 53 Section 1.3. Effective Date of Agreement. This Agreement shall become effective when signed by all current Member Jurisdictions and shall supersede the JEP A and any other prior agreements. Section lA. Term. This Agreement shall remain in full force and effect so long as two or more Member Jurisdictions remain parties to the Agreement or until it is superseded by a future agreement. ARTICLE II: POWERS Section 2.1. Enumeration of Powers. Subject to the other terms and conditions of this Agreement and any restrictions provided in law, Authority shall have the power to: (a) Own, develop, operate, maintain, and administer a public transportation system, or contract with any person, firm, or public agency to use, manage, or operate such transportation system or portions thereof, for public transit purposes; (b) Make and enter into contracts, including contracts with any person, firm, or public agency, to provide public transportation facilities and services, or to improve such facilities and services. (c) Apply for, receive, and utilize all forms of financial assistance available for public transportation facilities or services, including contributions, grants, allocations, loans, revenues, or other assistance from MTC, State, Federal, or other sources available for the planning, acquisition, construction, maintenance, operation, administration, or other support of such facilities or services; provided that, on behalf of Member Jurisdictions, Authority shall further be empowered to directly apply for, receive, and utilize such financial assistance for which Member Jurisdictions are eligible, including, without limitation, TDA funds. The Member Jurisdictions specifically agree to the following provisions relating to funding: 1) Except as specifically provided by Section 2.2, Member Jurisdictions shall not compete with Authority for TDA public transit funds within the Service Area. 2) In contracting for public transportation services as authorized by sub-section 2.1 (b) hereof, Authority is empowered as part of and in support of such contract and for the term thereof, to commit itself to apply for, receive, and expend TDA and other financial assistance for which Authority may apply under this sub-section 2.1 (b). Member Jurisdictions shall be bound by and carry out such commitment of Authority during the term of such contract, notwithstanding termination of this Agreement, subject to equitable adjustments required by Section 6.9. 3) Member Jurisdictions shall provide such reasonable assurances and perform such reasonable acts, including execution of claims and grant applications, as are reasonably necessary to give effect to this Article. (d) Hire and employ agents and employees, and contract for professional or other consultants and services, and reimburse Member Jurisdictions for the value of services rendered; (e) Adopt By-Laws to further establish and govern the Board of Directors' procedures, substantive responsibilities, and organizational structure; 2 I...J,.) (" ff tt".2 f(","~''"~ "" . f (f) Enforce all provisions of this Agreement; (g) Sue and be sued in its own name; (h) Levy and collect fees and charges, including administrative and operating costs to third parties who receive the benefit of services from the Authority; (i) Negotiate for, acquire, lease, hold, manage, maintain, control, or dispose of real and personal property, including transportation equipment and facilities; (j) Condemn property in eminent domain proceedings, provided that the Authority obtains the consent of the City Council of any city in which the property is located or the County Board of Supervisors for any property located in an unincorporated area of the County, prior to consideration of the resolution of necessity; (k) Incur debts, liabilities and obligations, which shall not be the debts, liabilities, and obligations of the Member Jurisdictions, or any of them except as provided in Section 5.3; (1) Invest moneys not needed for immediate necessities in accordance with an investment policy adopted by the Board of Directors; (m) Delegate within the limitations of Government Code Section 6508 all or a portion of its functions to an administrative entity for the purpose of program development, policy formulation, or program implementation; (n) Adopt a conflict of interest code; and (0) Do all other reasonable and necessary acts to fulfill the purposes of this Agreement. .. Section 2.2. Special Transportation Services. (a) Any Member Jurisdiction may provide additional funding to Authority for special public transit transportation services equal to their costs. In that event, Authority will provide enhanced service levels to that Member Jurisdiction in proportion to the additional funding provided. (b) Authority may exercise all or a portion of the powers set forth in Section 2.1 to provide transportation other than for the general public (e.g. elderly, handicapped and other special transportation needs as currently provided for in Livermore, Dublin, and Pleasanton) and will maintain current levels of service. (c) However, notwithstanding any other provision of this Agreement, each Member Jurisdiction may, at its own option, establish and maintain its own program for elderly, handicapped and other special transportation needs. In such event, Authority shall not compete for funding which would otherwise be allocated to that Member. Section 2.3. Restriction on Power. The manner of exercising powers granted Authority by this Agreement shall be subject to the same restrictions as imposed upon the City of Pleasanton in that agency's exercise of similar powers as required by Government Code Section 6509, including but not limited to those restrictions pertaining to public contracts. ARTICLE III: GOVERNANCE Section 3.1. Governing Body. Authority shall be governed by a Board of Directors (hereinafter also known as "Board"). 3 )( 3:~ 0{ I ; L: 2) J_~. Section 3.2. Composition. There shall be seven (7) members of the Board of Directors. Each city Member Jurisdiction shall appoint two (2) regular representatives to the Board of Directors. The County of Alameda shall appoint one (1) regular representative. In the event an additional municipal Member Jurisdiction joins the Authority, the authorized membership of the Board of Directors shall increase by two (2) members and each new Member Jurisdiction shall appoint two (2) regular representatives to serve on the Board of Directors. Section 3.3. Alternates. In addition to their regular representatives, each Member Jurisdiction may appoint one (1) alternate representative to act in the absence of the Member's regular representatives. Section 3.4. Qualifications. Representatives shall be elected members of the governing boards of the Member Jurisdictions. With the exception of the alternate from the County of Alameda, alternates shall be elected members of the governing bodies of the Member Jurisdictions. The alternate from the County of Alameda shall be appointed by the Board of Supervisors. Any Director or alternate Director that is an elected member of the Member Jurisdiction's governing board shall cease to be a Director when such person ceases to hold that office Section 3.5. Selections and Approval. Representatives shall serve solely at the pleasure of the appointing Member Jurisdiction and shall be appointed in a manner established by the Member Jurisdiction. All vacancies on the Board shall be filled by the Member Jurisdiction with thirty (30) days of the effective date of the vacancy or as soon thereafter as the Member Jurisdiction may legally act. Section 3.6. Participation in Decisions Affecting Member Jurisdictions. An elected member of the governing body of a Member Jurisdiction shall not be prohibited by reason of such office from also participating as a representative to the Board of Directors of Authority while it is considering or acting upon a contract, lease, or other transaction with such Member Jurisdiction. Section 3.7. Committees. The Board of Directors shall establish such committees, either standing or ad hoc, as it deems necessary and appropriate to assist the Authority in carrying out the purposes of the Agreement. The establishment of standing committees, as well as their composition, method of appointment, governance, role and purpose, shall be designated in the By-Laws of the Authority as adopted by the Board. Section 3.8. Meetings. All meetings of the Board of Directors shall be public meetings unless a specified closed session is held in accordance with the Ralph M. Brown Act (California Government Code Section 54950 et seq.) ("Brown Act"). The Board shall hold regular meetings at such dates and times as are fixed pursuant to a procedure that shall be established by the By- Laws. Special meetings and emergency meetings of the Board of Directors may be called in accordance with State law and pursuant to the By-Laws. All meetings of the Board of Directors, including without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held and conducted in compliance with the provisions of the Brown Act. 4 )1 "I ap ('\ Section 3.9. Quorum. Four (4) members of the Board of Directors, with the authority to exercise at least five (5) votes, shall constitute a quorum for the transaction of business at meetings of the Board of Directors Section 3.10. Voting. Each representative to the Board of Directors shall have one vote, except that in the absence of a regular or alternate representative of a city Member Jurisdiction at a meeting of the Board of Directors, the other Section 3.11. Board Action. Except as specifically limited by Subsection 3.11(a) of this Agreement, four (4) affirmative votes of the Board of Directors shall be required to act upon any matter. (a) Matters Requiring 14 Days' Notice and Notice to Member Jurisdiction. The following actions shall require five (5) votes for approval and shall not be passed until at least 14 days after their introduction at a Board of Directors meeting. When any of the following actions are altered after introduction, they shall not be effective until at least fourteen days after their passage. Good faith compliance with the notice requirements of Section 6 shall be deemed to constitute sufficient notice to Member Jurisdictions. Any objection to notice shall be made within 14 days of the action. I) Adoption or amendment of By-Laws. 2) Designation of the Authority Treasurer as provided in sub-section 9(b). 3) Approval of any budget actions requiring increased amounts to be paid by any Member Jurisdiction over and above approved budget appropriations, and modification of the Member Jurisdictions' contributions to the Authority. (b) Permanent Changes in Routes. The Authority shall adopt, as part of its By-Laws, a policy addressing the process for effecting permanent changes in routes. ARTICLE IV: ADMINISTRATION Section 4.1. Executive Director. The Board of Directors shall appoint and employ an Executive Director, who shall serve at the pleasure of the Board. In lieu of an Executive Director, the Board may contract for such management services. At the direction of the Board, the Executive Director shall work with such committees as may be established and designated for this purpose. The Executive Director shall be responsible for: (a) Authority management, strategic planning, financial management, personnel, and implementation of the Board-adopted annual work program and budget; (b) Translating Board of Directors policies into operating directives, procedures and rules; (c) Day-to-day personnel matters and for the hiring and firing of subordinate staff members; (d) Obtaining funds for transit services and Authority operations through grants and other financial resources; (e) Preparing an annual budget for presentation to the Board of Directors for adoption; (f) Providing the Board of Directors with data necessary to adopt Authority policies and advising the Board of Directors on transit matters; 5 /-IS c;r ~:, (g) Negotiating, administering and monitoring contracts for transit services; (h) Procuring necessary facilities, equipment and supplies for the Authority's administration and operation; (i) Coordinating the Authority's services with other transit agencies, and representing the Authority with other agencies, both public and private, and the general public; and G) Preparation of an annual report describing the results of program implementation, transportation surveys, and other information including the successes in attaining the goals and objectives to advance the purpose of the Authority. Section 4.2. Treasurer and Auditor. The Board of Directors shall: (a) Appoint a Treasurer and an Auditor pursuant to California Government Code Section 6505.5; or (b) Appoint one of its officers or employees to either or both positions pursuant to California Government Code Section 6505.6. Such offices may be held by separate officers or employees or combined and held by one officer or employee. Section 4.3. Legal Counsel. The Board of Directors may appoint legal counsel to represent the Authority. Section 4.4. Staff. The Board of Directors may create or approve the creation of staff positions, or make other arrangements as it deems advisable, to meet Authority's administrative support services needs, such as, but not limited to, clerical and reception. Staff positions shall be filled by the Executive Director and staff members shall serve at the pleasure of the Executive Director. Section 4.5. Non-Liability of Member Jurisdictions. None ofthe officers, agents, or employees directly employed by the Authority shall be deemed, solely by reason of their employment by the Authority, to be employed by any Member Jurisdiction. All of the privileges and immunities from liability; exemptions from laws, ordinance and rules; and pension, relief, disability, workers' compensation, and other benefits which apply to officers, agents, or employees of Member Jurisdictions shall apply to Member Jurisdictions' officers, agents and employees to the same degree and extent while they are engaged in the performance of any function or duty for the Authority as when engaged in such functions or duties for their Member Jurisdictions. Except as expressly provided for in this Agreement, nothing contained in this Article IV is intended to nor shall it restrict or limit the rights or abilities otherwise available to the Authority to enter into agreements or other arrangements with any Member Jurisdiction in accordance with the terms and conditions of this Agreement and the By-cLaws regarding the use of employees of the Member Jurisdictions in the operations and activities ofthe Authority. Section 4.6. Indemnification. The Authority shall defend, indemnify and save harmless each Member Jurisdiction and its respective councilmembers, officers, agents and employees, from all claims, losses, damages, costs, injury and liability of every kind, nature and description directly or indirectly arising from the Authority's performance of its powers, duties and responsibilities under this Agreement. 6 11 b i;;f Section 4.7. Insurance. The Authority shall acquire and keep in force such insurance policies with coverage and limits sufficient to protect the Authority and its Member Jurisdictions for claims for damages arising from the activities of the Authority, its Board of Directors, officers and employees. It is the intent of this Section that the policies of insurance described herein include coverage for automobile liability, comprehensive general liability, public officials errors and omissions, workers' compensation and such excess liability and other perils as the Board of Directors shall from time to time direct, and that the coverage limits of these policies be maintained at levels as the Board of Directors shall from time to time direct. Each Member Jurisdiction shall be named an "additional insured" on the liability coverages or shall receive equivalent treatment or status under the Authority's insurance program. ARTICLE V: CHANGES TO MEMBERSHIP AND FORM Section 5.1. Termination and Dissolution. This Agreement shall be deemed terminated and the Authority shall be dissolved when only one Member Jurisdiction continues to participate or when all Member Jurisdictions choose to terminate it. If Authority has, as permitted by sub- section 2.1 (b), executed a long-term contract for public transportation services which cannot be canceled or divided except for cause and which includes a commitment to claim and expend financial assistance for the period of such contract, then Authority may not be dissolved during the term of such contract unless reasonable alternate terms can be negotiated with the other party to the long-term contract. Section 5.2. New Members. Upon the unanimous consent of the Member Jurisdictions, as evidenced by resolutions adopted by each Member Jurisdiction amending the Agreement and designating a revised Service Area, any public entity shall be admitted to Authority as a voting Member Jurisdiction, provided that new Members shall first execute a copy of this Joint Exercise of Powers Agreement and agree to be bound by their terms and the terms of any other agreements to which Authority is party. Section 5.3. Individual Member Withdrawal. A Member Jurisdiction may terminate its participation in and withdrawal from this Agreement and Authority at any time, provided that such Member shall give one year's prior written notice of such termination to Authority and other Member Jurisdictions. Notice of termination may be rescinded upon written notice to Authority any time before the effective date of termination, provided, however, that the Board must approve such rescission. (a) If Authority has, as permitted by sub-section 2.1 (c), executed a long-term contract for public transportation services which is based on the assumption that the terminated Member Jurisdiction will claim and expend, on behalf of such service, public transportation financial assistance for which it is eligible, the terminated Member Jurisdiction shall be bound by such commitment. If equitably required, the terminated Member Jurisdiction shall not claim, but instead shall assist Authority to claim, such financial assistance during the remaining term of such contract. If possible, Authority will cooperate to arrange an equitable division of the obligations and benefits of said contract. (b) A terminated Member Jurisdiction shall continue to provide assurances and perform acts as required by Section 2.1 ofthis Agreement. During the term of such contract, 7 11 ~ 53 Authority shall provide a terminated Member Jurisdiction public transportation services within the terminated Member's area on a fair and equitable basis in proportion to the financial assistance received by Authority which is traceable to such terminated Member Jurisdiction. ARTICLE VI: FINANCES Section 6.1. Fiscal Year. The fiscal year for Authority shall be from July I to June 30 of the following year. Section 6.2. Property Custodian. The Authority's Treasurer/Auditor and Executive Director shall have charge, handle, and/or have access to any money, property and assets of Authority. Section 6.3. Official Bond Required. Pursuant to Government Code Section 6505.1, the Authority shall require the Treasurer/Auditor and Executive Director to file an official bond in an amount of at least Five Hundred Thousand Dollars ($500,000). The actual cost of such bonds shall be a proper charge against the Authority. Section 6.4. Responsibilities of the Treasurer. The Treasurer is designated as the depository for Authority and is to have custody of all funds of Authority from whatever source. (a) As depository, the Treasurer shall comply with the duties and responsibilities of the office or offices as set forthin subdivisions (a) to (d), inclusive, of Govemment Code Section 6505.5, as may be amended from time to time: I) Receive and receipt for all money of the agency or entity and place it in the treasury of the Treasurer so designated to the credit of the agency or entity. 2) Be responsible, upon his or her official bond, for the safekeeping and disbursement of all agency or entity money so held by him or her. 3) Pay, when due, out of money of the agency or entity held by him or her, all sums payable on outstanding bonds and coupons of the agency or entity. 4) Pay any other sums due from the agency or entity from agency or entity money, or any portion thereof, only upon warrants of the public officer performing the functions of auditor or controller who has been designated by the Agreement. (b) The Treasurer shall also: I) Maintain all financial books and records necessary to conduct the business of Authority; 2) Invest any surplus funds not needed for immediate necessities of the Authority as the Board of Directors deems advisable; provided that such investments shall be in the same manner and upon the same terms and conditions as other local entities' investments in accordance with Government Code Section 53601; and 3) Develop periodic reports to the Board of Director and the Executive Director regarding receipts, disbursements and the financial condition ofthe Authority. 8 It (I r-re, f " "'\ t''J _..Jt.i.t"""~ "'1 t~..'. .~<&f;' \,.,.J~" /' Section 6.5. Audit. There shall be strict accountability of all Authority funds. The Authority's Auditor shall: (a) Report all receipts and disbursements to Authority; and (b) Make or contract with an independent certified public accountant to make an annual audit of Authority pursuant to requirements of Government Code Section 6505; and (c) Provide copies of the annual audit to all Member Jurisdictions and the Alameda County Auditor. Section 6.6. Budget. A procedure for adoption of an annual budget may be set forth in the By- Laws of Authority. If a procedure is not set forth in the By-Laws, the Executive Director annually shall prepare a budget for the Authority setting forth anticipated expenses, financing sources and proposed service levels and programs necessary to carry out the purposes of this Agreement. The Executive Director shall recommend the budget to the Board of Directors for approval after reviewing same with any committee the Board may establish and designate for this purpose. In the event the budget contemplates revenue in the form of monetary contributions from the Member Jurisdictions, the budget shall be submitted to each jurisdiction for approval. Section 6.7. Contributions by Member Jurisdictions. No Member Jurisdiction shall be required to contribute any money from its general fund or other locally-controlled funds to Authority unless first approved by the governing body of such Member Jurisdiction. As permitted at Section 2.2, any Member Jurisdiction may provide additional funding for specified transportation services which the Authority is authorized to provide. In that event, Authority will provide enhanced service levels to the contributing Member Jurisdiction in proportion to the additional funding provided. Section 6.8. Service Allocation. In order to insure that service is reasonably distributed among city Member Jurisdictions, the allocation of service hours for each city Member Jurisdiction shall be in accordance with the following formula: Service Hour Allocation = Population of Member Jurisdiction/Total Service Area Population Population for the purposes of this formula shall be the most recent annual population estimates from the State Department of Finance. However, when selecting service levels, the Board may also consider other relevant factors such as bus miles traveled, fare box revenues received, ridership, number of stops, average speed, local geography and the impact of regional destinations and percentage of residential population within one quarter mile of a bus route. Service levels shall not differ by more than 15% from population-based allocations, unless approved by a vote of the Board of Directors that includes the affirmative votes of any city Member Jurisdiction whose Service Hour Allocation will be more than 15% less than the population-based allocation. In addition, the Board may, by an action meeting the requirements of Section 3 .11 (a), exempt any route or project from inclusion in the Service Hour Allocation 9 41~ until such time as the Board, by means of an action also meeting the requirements of Section 3.11(a), lifts such exemption.] Section 6.9 Disposition of Surplus Money and Property. This Section shall apply to distribution by Authority of its surplus money or acquired property. This Section shall not affect the sale, transfer, or other disposition of property or money by Authority in the ordinary course of its activities necessary to fulfill the purposes of this Agreement. (a) Successor Public Entity. Ifby law another public entity has been created or designated to assume responsibility for providing public transportation services within all or substantially all of the Service Area of Authority, with the unanimous approval of the Member Jurisdictions the surplus money and acquired property of Authority may be transferred to such public entity upon its assumption of all (monetary) liabilities of Authority, and Authority shall thereafter terminate. (b) Withdrawal of Member Jurisdiction. Upon withdrawal of one or more Member Jurisdictions as provided in Section 5.3, the acquired property and surplus money of Authority shall be distributed to the withdrawing Members in proportion to the aggregate of that Member's contributions to Authority and TDA funds claimed by Authority on behalf of such Member Jurisdiction. To facilitate such distribution, property may be distributed in kind or reduced to cash by sale. Any distribution of cash, including surplus moneys, to a Member Jurisdiction in excess of its actual contributions to Authority shall be first approved by MTC. If Member Jurisdictions cannot agree upon the valuation of acquired property or upon their distributive shares, the disagreement shall be referred to a panel of three referees for decision. One referee shall be appointed by tqe Member(s) disputing the valuation or disposition. One referee shall be appointed by the Member(s) supporting the valuation or distribution. One referee shall be appointed by the two referees first appointed. The decisions of the referees shall be final and binding upon the Member Jurisdictions. ARTICLE VII: MISCELLANEOUS Section 7.1. Governing Law. This Agreement is made under the Constitution and laws of the State of California and is to be so construed. Section 7.2. Amendment. This Agreement may be amended from time to time by the unanimous written approval of all Member Jurisdictions. Such amendment shall take effect upon the approval of the last Member Jurisdiction. Copies of any amendments shall be filed with the Secretary of State in accordance with Government Code Section 6503.5 Section 7.3. Severability. Should any part, term, portion, or provision of this Agreement be finally decided to be in conflict with any law of the United States or of the State of California, or otherwise be unenforceable or ineffectual, the validity of the remaining parts, terms, portions, or provisions of this Agreement shall be deemed severable and shall not be affected thereby, provided that such remaining parts, terms, portions, or provisions can be construed in substance to constitute the Agreement that the Member Jurisdictions intended to enter into in the first instance. 10 .{;o ~ ~~ Section 7.4. Execution in Counterparts. This Agreement and any amendments may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same Agreement or amendment. Section 7.5. Successors. This Agreement shall be binding upon and inure to the benefit of any successors or assigns of the Member Jurisdictions. IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Joint Exercise of Powers Agreement Establishing the Livermore Amador Valley Transit Authority by their duly authorized officers and representatives as of the date indicated. COUNTY: Dated: COUNTY OF ALAMEDA APPROVED AS TO FORM: By: President, Board of Supervisors County Counsel ATTEST: Clerk, Board of Supervisors DUBLIN: Dated: CITY OF DUBLIN APPROVED AS TO FORM: By: Mayor City Attorney ATTEST: City Clerk II LIVERMORE: CITY OF LIVERMORE By: Mayor ATTEST: City Clerk PLEASANTON: CITY OF PLEASANTON By: Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney APPROVED AS TO FORM: City Attorney 12 _!?/ oj 5) :;~ ...l C:. r7 'j " ..t~ /' . ,. ....-- . /r.~ . f ,. ~;. o " ".: ~ -" / r RESOLUTION NO. - 08 83 c;15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* AUTHORIZING EXECUTION OF THE AMENDED AND RESTATED JOINT EXERCISE OF POWER AGREEMENT WITH THE LIVERMORE / AMADOR V ALLEY TRANSIT AUTHORITY (LA VT A) WHEREAS, the City of Dublin entered into a Joint Exercise of Power Agreement ("Agreement") with the cities of Livermore and Pleasanton and the County of Alameda in May of 1985 which created the Livermore/Amador Valley Transit Authority ("the Authority"); and WHEREAS, the Agreement was amended in 1988 and in 2000 to reVIse the msurance requirements; and WHEREAS, the Authority is desirous of amending and restating the Agreement to facilitate the smooth operation of the Authority and its Board and to bring it in line with the Authority's current practices; and WHEREAS, Section 16 of the Agreement provides that the Agreement may only be amended by unanimous approval of all member jurisdictions. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Amended and Restated Joint Exercise of Powers Agreement Establishing the Livermore/Amador Valley Transit Authority, and does hereby authorize the Mayor to execute said Amended and Restated Joint Exercise of Powers Agreement. PASSED, APPROVED AND ADOPTED this_ day of May, 2008. AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk H: \ CC-FORMS\FORM-reso. doc Attachment 3