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HomeMy WebLinkAboutReso 136-16 Amended Joint Powers Agreement for Local Government Services RESOLUTION NO. 136 — 16 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING AN AMENDED AND RESTATED JOINT POWERS AGREEMENT FOR LOCAL GOVERNMENT SERVICES AUTHORITY WHEREAS, Local Government Services Authority ("LGS") is a joint powers authority organized pursuant to the Joint Exercise of Powers Act, Government Code section 6500 et seq.; WHEREAS, the membership of LGS is comprised of the cities of Dublin, Larkspur and Walnut Creek, and the Town of Yountville (collectively, the"Members"); WHEREAS, LGS was formed in 2001 and the joint powers agreement that created LGS (the "JPA Agreement") was last amended in 2004; WHEREAS, the LGS Board of Directors has recommended certain amendments to the JPA Agreement; WHEREAS, the City Manager serves on the Board of Directors as the City's representative; WHEREAS, the amendments, among other things, further define the duties of LGS's Board of Directors, Executive Committee, and Executive Director; WHEREAS, the amendments also strengthen the indemnification protection provided to the Members against any and all debts, liabilities and obligations incurred by LGS; and WHEREAS, the amendments will only take effect if approved by thegoverning body of each Member. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby resolve, declare, determine and order asfollows: Section 1. The foregoing recitals are true, correct, and incorporated herein by reference. Section 2. The Dublin City Council does hereby authorize the City Managerto execute the Amended and Restated Joint Powers Agreement for Local Government Services Authority, which is attached as Exhibit A to this Resolution, in substantially the form attached with such changes as are deemed appropriate by the City Manager and City Attorney. Reso No. 136-16, Adopted 8/16/16, Item 4.6 Page 1 of 2 This Resolution shall take effect immediately upon adoption. PASSED, APPROVED AND ADOPTED this 16th day of August, 2016, by the following vote: AYES: Councilmembers Biddle, Gupta, Hart, Wehrenberg, and Mayor Haubert NOES: ABSENT: ABSTAIN: A__ #„, I 'ayor ATTEST: t (kr City Clerk Reso No. 136-16, Adopted 8/16/16, Item 4.6 Page 2 of 2 EXHIBIT A AMENDED AND RESTATED JOINT POWERS AGREEMENT CREATING THE LOCAL GOVERNMENT SERVICES AUTHORITY An agreement entitled "Joint Powers Agreement Creating the Local Government Services Authority" was entered into as of March 1, 2001 (as amended and restated from time to time, the "Agreement"), by and between participating public entities (collectively called the "Members"), currently comprised of the City of Dublin, the City of Larkspur, the City of Walnut Creek and the Town of Yountville. This Amended and Restated Joint Powers Agreement Creating the Local Government Services Authority is made and effective , 2016, by the Members. RECITALS The Members have determined that it is more efficient, effective, and economical to provide certain management, administrative, special or general services for Members and other public agencies through a joint powers authority ("JPA") than by each agency directly employing separate staff; The Members have determined that state law allows for a joint powers authority to provide such services; The Members further have determined that state law allows for certain such Member functions to be provided by contract with the JPA; The Members also wish to be able to offer expertise to other public and private entities serving public agencies through the provision of services by this JPA; Each Member is a public agency as defined by Government Code Section 6500 et seq., and is authorized and empowered to contract for the joint exercise of powers common to each Member; The Members seek to provide through the JPA, an entity that will directly employ staff and consultants for local and regional entities; The Members have determined there exists a need for a public agency to operate services on a regional basis or to operate services outside the routine operations of Members, in order to achieve greater efficiency, effectiveness and/or economy; The Members have determined there exists a need for a public agency to provide shared, collaborative services to public agencies that enable partner agencies to achieve their goals cost-effectively; The Members now wish to exercise jointly their powers to provide services by establishment of the Local Government Services Authority ("LGS"), a public agency; and LGS is established to maximize the efficiency and effectiveness of service delivery of government programs benefiting the local and regional public interest. Many of the services provided by LGS will be those typically beyond the scope or capacity of an individual local government entity because of funding and other EXHIBIT A constraints. LGS can efficiently and effectively provide these services through consolidation and coordination. NOW, THEREFORE, in consideration of the mutual promises set out, the parties agree as follows: AGREEMENT ARTICLE I. POWERS AND PURPOSES 1. LGS Created. LGS is formed by this Agreement pursuant to the provisions of Article 1,Chapter 5,Division 7,Title 1 (commencing with Section 6500) of the Government Code of the State of California. LGS shall be a public entity separate from the parties hereto and its debts, liabilities and obligations shall not be the debts, liabilities and obligations of its Members. 2. Purpose of the Agreement; Common Powers to be Exercised. Each Member individually has the statutory ability to provide services for the operation of a public agency. The purpose of this Agreement is to jointly exercise the foregoing common powers in the manner set forth herein. 3. Effective Date of Formation. LGS was formed as of the date referred to in the first paragraph of the Joint Powers Agreement Creating the Local Government Services Authority, which was March 1,2001 (the "Effective Date"). 4. Powers. Pursuant to and to the extent required by Government Code Section 6509, LGS shall be restricted in the exercise of its powers in the same manner as is a general law city. LGS shall have the power to do any of the following in its own name: (a) To exercise the common powers of its Members in providing services for the operation of a public agency or other entity, including related and incidental services. (b) To make, assume and enter into contracts, including contracts with its Members, associate members, partner agencies, consultants and vendors. (c) To negotiate contracts with represented and unrepresented employees. (d) To maintain, assume and employ such agents, employees, consultants, and other persons as it deems necessary to accomplish its purpose. (e) To lease, acquire, hold and dispose of property of any kind. (f) To invest surplus funds. (g) To incur debts, liabilities, or obligations. (h) To sue and be sued in its own name. EXHIBIT A (i) To apply for grants, loans, or other assistance from persons, firms, corporations, and/or governmental entities. (j) To prepare and support legislation related to the purposes of this Agreement. (k) To collect payments and fees for services, as relevant law may allow. (I) To purchase insurance or to self-insure. (m) To enter into joint powers agreements with other public agencies when necessary or beneficial for LGS to carry out its mission. (n) To adopt rules, regulations, policies, bylaws and procedures governing its operation. 5. Indemnification of Members. LGS shall indemnify, defend and hold harmless the Members from and against any and all loses, liability, claims, suits, actions, damages, causes of actions, and costs, including but not limited to reasonable attorneys' fees, (collectively, "Liability") arising out of the operation of LGS, except when such Liability arises due to the sole negligence or willful misconduct of the Member. Whenever LGS provides services to a Member pursuant to a separate agreement between LGS and the Member, the indemnification provisions of that agreement shall apply as to the services that LGS provides pursuant to the agreement. ARTICLE II. ORGANIZATION 1. Membership. The Members of LGS shall be the parties hereto, and such other public entities as may join LGS after execution of this Agreement, and shall exclude any current or future Members who later withdraw. Public entities may join if approved by two-thirds of the members of the Executive Committee of the LGS Board on terms and conditions approved by the Executive Committee. New members shall be included within the term "Members"following execution of an Addendum to this Agreement executed by the new member and the Chair of the Executive Committee. Following execution of such an Addendum, the new member shall be subject to the provisions of this Amended and Restated Agreement, and shall have the same power to appoint a representative to the LGS Board of Directors as existing Members. Any Member that withdraws from LGS, pursuant to Article V of this Agreement, shall no longer be a Member. 2. Associate Membership. Public entities may join LGS as associate members, by virtue of contracting for services with LGS, which contract shall include an addendum to this Agreement and must be approved by the Executive Committee, or by other means as approved by the Executive Committee. Associate membership shall be on terms and conditions approved by the Executive Committee, and the Executive Committee shall establish the rights, privileges, duties and obligations of associate members consistent with this Agreement. Associate members shall not have the right to appoint a representative to the Board of Directors, nor shall they have a right to any of LGS' assets upon EXHIBIT A dissolution. The debts, liabilities and obligations of LGS shall not be the debts, liabilities and obligations of its associate members. 3. Designation of LGS Board of Directors. The LGS Board of Directors (the "Board") shall consist of the chief executive or the chief executive's designee of each Member, who shall serve at the pleasure of the governing board of the Member and may be removed at any time, without cause, in the sole discretion of that Member. Each representative shall serve as a director and shall be entitled to place any matter reasonably related to the business of LGS on the agenda for any meeting of the Board. No additional compensation shall be provided for such service, although directors' expenses shall be reimbursable. A meeting of the Board of Directors shall be called at least once per fiscal year for the purpose of selecting Executive Committee members, amending Authority Bylaws, approving the budget, and other such business as appropriate. All voting power shall reside in the Board of Directors, with those powers necessary to carry out the day-to- day business of LGS delegated to the Executive Committee. Special meetings of the Board may be called in accordance with the provisions of Government Code 4. Executive Committee. The regular management of the Authority shall be vested in an Executive Committee consisting of no more than seven individuals selected by the Board of Directors at the annual meeting, with up to two Alternate committee members also chosen by the Board of Directors. Members of the Executive Committee may, but need not, be on the Board of Directors. Members of the Executive Committee shall serve at the pleasure of the Board, and may be removed, without cause, in the sole discretion of the Board. No additional compensation shall be provided for service on the Executive Committee, although expenses of members of the Executive Committee shall be reimbursable. The Executive Committee shall have power: (a) To approve additional public entities as new members or associate members and terms and conditions of such membership; (b) To employ and contract for personnel and consultants consistent with the purposes of the LGS. (c) To expend funds of LGS and enter into contracts, whenever required, in the judgment of the Executive Committee consistent with the purposes of the LGS. (d) To acquire and sell any personal property. (e) To lease, acquire, hold and dispose of property of any kind. (f) To approve payroll payments and other demands for payments by LGS. (g) To review and recommend to the Board prior to July 1 of each year the annual budget for the next fiscal year referred to in Section I1.3. (h) To make all expenditures of LGS consistent with the LGS budget, authorized appropriations and approved agreements. The Executive Committee shall perform such other duties as may be imposed on it by the Board and shall report to the Board at such times and concerning such matters as the Board may require. EXHIBIT A 5. Principal Office. The principal office of LGS shall be designated by the Board, which may move those offices should it choose to do so. 6. Meetings. a. The Board shall meet at the principal office of LGS or at such other place as may be designated by the Board. The Board shall meet at least once per fiscal year. b. All meetings of the Board or Executive Committee, including regular, adjourned and special meetings, shall be called, noticed and held in accordance with the Ralph M. Brown Act, Section 54950, et seq. of the Government Code (the "Brown Act") as it may be amended from time to time. 7. Quorum; Voting. A majority of the members of the Board of Directors shall constitute a quorum for the purpose of the transaction of business relating to LGS. Each director shall be entitled to one vote. Unless otherwise provided herein, a vote of the majority of those present and qualified to vote shall be sufficient for the adoption of any motion, resolution or order or to take any other action deemed appropriate to carry forward the objectives of LGS. 8. Officers. At its first meeting, the Board shall elect a Chair and Vice- Chair from among the Directors, and shall appoint a Secretary who may, but need not, be a Director. The officers shall perform the duties normal to such offices. The Chair shall preside at all meetings of the Board and shall sign all routine contracts that do not require Board award on behalf of LGS, and shall perform such other duties as may be imposed by the Board. The Vice-Chair shall act, sign contracts and perform all of the Chair's duties in the absence of the Chair. The Board may also designate an employee of LGS to sign contracts that do not require Board award and contracts for which Board award has been granted. 9. Secretary; Minutes. The Board shall have the authority to appoint a Secretary of RGS, or may delegate such power to the Executive Committee. The Secretary of LGS shall provide notice of, prepare and post agendas for and keep minutes of regular, adjourned regular, and special meetings of the Board or Executive Committee, and shall cause a copy of the minutes to be forwarded to each director. The Secretary will otherwise perform the duties necessary to ensure compliance with the Brown Act and other applicable rules or regulations, and shall perform such other duties as may be imposed by the Board or Executive Committee. The Secretary shall cause a copy of this Agreement to be filed with the Secretary of State pursuant to the Act. 10. Rules. The Board from time to time may adopt such bylaws, rules and regulations for the conduct of its affairs that are not in conflict with this Agreement. The Board may also adopt bylaws, rules and regulations for the conduct of the Executive Committee, or may delegate such authority to the Executive Committee itself. 11. Fiscal Year. LGS's fiscal year shall be July 1 of each year, to and including the following June 30. 12. Treasurer/Controller. The Board shall have the power to appoint a Finance Director of LGS.Pursuant to Section 6505.6 of the Act, the Finance Director EXHIBIT A of LGS serves as the Auditor, Controller and Treasurer of LGS. The Treasurer shall be the depositary, shall have custody of all of the accounts, funds and money of LGS from whatever source, shall have the duties and obligations set forth in Sections 6505 and 6505.5 of the Act and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of LGS. 13. Officers in Charge of Records. Funds. and Accounts. Pursuant to Section 6505.1 of the Act, the Treasurer shall have charge of, handle and have access to all accounts, funds and money of LGS and all records of LGS relating thereto; and the Secretary shall have charge of, handle and have access to all other records of LGS. 14. Bonding Persons Having Access to Public Records. From time to time, the Board may designate persons, in addition to the Executive Director, Secretary and the Treasurer, having charge of handling or having access to any records, funds or accounts of LGS, who shall be required to post performance bonds. The respective costs of the official bonds of such persons designated by the Board pursuant to Section 6505.1 of the Act shall be paid by LGS. The Executive Director, Secretary and the Treasurer may be employees of, or contracting to, any Member or public agency affiliated with LGS. 15. Legal Advisor. The Board shall have the power, or may delegate such power to the Executive Committee, to appoint the legal advisor of LGS who shall perform such duties as may be prescribed by the Board, and to retain other legal counsel as the Executive Committee deems necessary. The Legal Advisor may be an employee of, or have a contractual relationship with, any Member, but such relationship is not required. 16. Executive Director Appointment: Employees. The Executive Committee shall have the power to appoint and employ an Executive Director, and to establish the duties and responsibilities of the Executive Director. The Executive Director shall have the power to appoint and employ such other employees, consultants, and independent contractors as may be necessary for the purposes of this Agreement, and to establish the duties and responsibilities of such employees. Such employees, consultants, or independent contractors may be employees of, or have a contractual relationship with, any Member. The Executive Committee may also contract with a Member to provide administrative services to LGS. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, and all other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to the officers, agents and employees of LGS to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents, or employees directly employed by LGS shall be deemed, by reason of their employment by LGS, to be employed by a Member or, by reason of their employment by LGS, to be subject to any of the requirements of a Member. 17. Assistant Officers. The Board may appoint or delegate to the Executive Committee the authority to appoint, such assistants to act in the place of the Executive Director, Treasurer, Secretary or other officers of LGS (other than a EXHIBIT A member of the Board of Directors) as the Board shall from time to time deem appropriate. ARTICLE III. MEMBER CONTRACTING WITH LGS Any Member may contract with LGS for services on terms to be negotiated by the parties. ARTICLE IV. ACCOUNTS AND REPORTS; FUNDS 1. Accounts and Reports. The Treasurer shall establish and maintain such funds and accounts as may be required by good accounting practice. The books and records of LGS shall be open to inspection at all reasonable times by representatives of Member Agencies. The Treasurer will make independently audited financial statements available to Members each fiscal year. 2. Funds. The Treasurer of LGS shall receive, have the custody of and disburse LGS funds as nearly as possible in accordance with generally accepted accounting practices, shall make the disbursements required by these Agreements or to carry out any of the provisions or purposes of these Agreements. ARTICLE V. TERM 1. Term. This Restated and Amended Agreement for Local Government Services Authority shall become effective when signed by all of the Members and shall continue in full force and effect so long as there are at least two Members. 2. Dissolution & Withdrawal . All Members may mutually agree to dissolve LGS at any time. Individual Members may terminate their membership by providing three months' advance notice to the LGS Board Chair, with the date of termination coinciding with the beginning of a fiscal quarter. Any terminating Member shall pay all amounts owed to the JPA prior to the date of termination. A terminating Member shall not be entitled to receive a share of LGS' assets, except upon dissolution as provided for in Section V.3. 3. Disposition of Assets. Upon dissolution of LGS, after satisfaction of all debts, liabilities or obligations incurred by LGS, any and all remaining property of LGS, both real and personal, and all other assets of any kind shall be divided among the Members active as of the act of dissolution, in such manner as shall be agreed upon by those Members. In the event LGS has outstanding debt, liability or obligation at the time of dissolution, the Members shall have no obligation or responsibility for such debt, pursuant to Section I.1 of this Agreement. ARTICLE VI. MISCELLANEOUS PROVISIONS 1. Notices. Notices hereunder shall be in writing and shall be sufficient EXHIBIT A if delivered to the notice address of each party hereto for legal notices or as otherwise provided by a party hereto in writing to each of the other parties hereto. 2. Section Headings. All section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing the language in the section referred to or to define or limit the scope of any provision of this Agreement. 3. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. 4. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed. 5. Amendments. This Amended and Restated Agreement may be amended at any time, or from time to time, by a written amendment executed by the Members. Additional public entities may become Members of LGS by execution of an Addendum as provided in Article II, section 1. Following the addition of a new Member, any amendment of this Amended and Restated Agreement shall require approval of all Members, including any such new Members. 6. Enforcement by LGS. LGS is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law to enforce this Agreement. 7. Severability. Should any part, term or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. 8. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members respectively. No Member may assign any right or obligation hereunder without the written consent of other Member(s). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized on the day and year set opposite the name of each of the parties. CITY OF DUBLIN CITY OF WALNUT CREEK By: By: Chris Foss, City Manager Ken Nordhoff, City Manager Date: Date: Attest: Attest: City Clerk City Clerk Approved as to Form: Approved as to Form: City Attorney City Attorney CITY OF LARKSPUR TOWN OF YOUNTVILLE By: By: Dan Schwarz, City Manager Steven Rogers, City Manager Date: Date: Attest: Attest: City Clerk City Clerk Approved as to Form: Approved as to Form: City Attorney City Attorney