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HomeMy WebLinkAbout8.2 Revise Transit Authority JEPA 0o -�o CITY OF DUBLIN AGENDA STATEMENT CITY COUNCIL MEETING DATE: July 23 , 1984 SUBJECT Transit Authority Joint Exercise of Powers (JEPA) Agreement & Bylaws EXHIBITS ATTACHED JEPA; Bylaws ; Correspondence from City of Livermore dated June 7 , 1984 ; General Manager Job Description; Minutes - Policy Committee Meeting of June 11, 1984 RECOMMENDATION Consider issues identified by Councilmember Jeffery, Staff and City Attorney FINANCIAL STATEMENT: It is anticipated that all transit related costs will be borne by the Transit Authority DESCRIPTION The Pleasanton/Dublin Transit Study Policy Committee has developed a Joint Exercise of Powers Agreement (JEPA) and Bylaws ( see attached) for consideration by each agen.cy ' s Council/Board. The major features of these documents , along with the recommendations of Councilmember Jeffery and the City Manager are identified below: 1 . Transit Authority Members a . Dublin b . Livermore C . Pleasanton d . Alameda County RECOMMENDATION Consider 2 . A basic level of transit service is established for each participating agency. Neither the JEPA or Bylaws define the Basic Level of Service RECOMMENDATION Add Section 2 . b Page A-2 ( JEPA) to read as follows : "The Basic Level of Service (as defined by routes, headways and hours of operation within an established service area) shall be as follows for each Transit Authority Member : 1 . City of Dublin - The Level of Service recommended in the Pleasanton/Dublin Transit Study Final Report February 1984 . 2 . City of Pleasanton - Same as above . 3 . Alameda County - Same as above . 4 . City of Livermore - That level of Rideo service provided by the City of Livermore during Fiscal Year 1984-85 . 3 . Transit Authority Board of Directors a . Each City appoints one ( 1 ) representative with two ( 2 ) votes . b . The County appoints one ( 1 ) representative with one ( 1 ) vote. C . Each member appoints one alternate. RECOMMENDATION Insert word "elected" before the word representative (JEPA Page A-2 Section 4 a . ) ---------------------------------------------------------------------------- COPIES TO: ITEM NO. I V 4 . The Transit Authority has the power to claim all TDA funds for which its individual members are eligible. RECOMMENDATION Since there are Transportation Development Act funds which are not transit related, which cities may wish to apply for , the following language is suggested in the JEPA Page A-3 Section 5a . ( 3 ) " . . . including without limitation, TDA funds which are available for transit purposes only. " 5 . Withdrawl from the Authority - If a member jurisdiction withdraws from the Transit Authority the JEPA imposes the following conditions : a . The member jurisdiction shall give one ( 1 ) year prior notice . (JEPA Page A-8 Section 10a. ) b . The member shall not claim financial assistance for public transportation and must assist the Authority in filing any claims for such assistance if the Authority has executed a long-term contract for public transportation services . This could be up to five ( 5 ) years as defined in JEPA, Page A-3 , Section 5a ( 2 ) . C. The City would not receive any of the assets of the Authority to which it had contributed, unless, two other member jurisdictions also withdrew from the Authority at which time the Authority would be dissolved. RECOMMENDATION These provisions do not provide adequate protection to individual jurisdictions , therefore consideration should be given to changing the number of jurisdictions required to withdraw from the Authority before dissolution occurs , from three (3 ) to one ( 1 ) . 6 . The Transit. Authority Bylaws provide that the Authority may make changes in the BASIC LEVEL OF SERVICE. If those changes exceed 20% of the annual vehicle miles of the BASIC LEVEL SERVICE the approval of the representat-ive of each member jurisdiction in which the change would occur is required. RECOMMENDATION It is not clear who may initate a change exceeding the 20% limitation, therefore it ' s recommended that the language in the Bylaws Page B-14 Section 9 . 02 be modified as follows 1 ) "The Authority or any member jurisdiction may suggest changes in service amounting to more than 20% of the annual vehicle miles of the BLS . Any such change shall require approval of the representative of each member jurisdiction in which the change would occur ; provided that the BLS, so changed shall become the new BLS . 7 . The Bylaws, Page B-16 Section 11 provides that the Bylaws with the exception of Section 3 . 06 and Section 9 . 02, may be amended with the majority vote of the Board of Directors . RECOMMENDATION It is recommended that this section be removed from the Bylaws and placed in the JEPA as a new section, because it is possible that Section 11 could be amended thereby eliminating the amendment exception for Sections 3 . 06 and 9 .02 8 . The Policy Committee has recommended that bus stop maintenance, installation of street furniture, etc. , will be done by local jurisdiction Staffs and billed to the Authority. RECOMMENDATION It is recommended that the Authority establish a per unit cost for bus stop maintenance, installation of street furniture, etc. , so that member jurisdictions that wished to install more expensive street furniture, would have to pay the difference . 9 . The Policy committee is recommending the following with respect to the staffing of the Authority. a . The Board of Directors shall contract for a General Manager . b. The City of Pleasanton will administer the recruitment of the General Manager . C . The legal services and the internal audit will also be performed under contract . RECOMMENDATION Accept The City Attorney met with the City Attorney of the other member jurisdicitons on Wednesday. A number of revisions to the JEPA and Bylaws have been developed by this group and will be available for discussion at the City Council meeting . It is recommended that the City Council : 1 ) Review the JEPA, Bylaws and General Manager Job Description and address those issues identified above as well as any other issue deemed to be appropriate . 2 ) Direct the City ' s Policy Committee ' s Representative to convey , the position of the City Council to the Policy Committee . Transit Authority oin - y t Exercise of Powers Agreement ! Table of Contents ! Page I. Background. .. . . . . . . .. . . . . .. . . . . .. . . . . . .... . . . . .. . .. . .. ... . . . . . . . . . . . A-1 2. Creation of Transit Authority . . . . .. . . . . . .. . . . . . . . . . . . ... .. . . . . . . . . . . . . . A-2 3. Purpose 4. Board of Directors . . . . . . . . . . . . . . . . . . . . .. . . .... . ... .. .. .. . . .. . . . . . . .. . A-2 S. Powers .. . . . . .. . .. .. . . .. . . . .. . . . . .. . . .. ... . . . . . . . ...... . . . . . . . . . . A-3 6. Financial .. . . . . .. . . . . . . . . . . . . . .. . . . . . .... . . .. . . . ... .. .... . . . . . . ... . A-S 7. Debts and Liabilities. .... . . .. . .. . .. ... . .. ..... .... . . ...... . . . . . . . .... . A-7 8. Disposition of Money & Property . . . . . .. . . .... .. .. .. . .. . . . .... . . 9. Term of Agreement .. . ... .. . . . . . . . . . . . .. . . . .. .... . . . . . .. . .... . . . . . .. . A-8 10. Termination . .. .. . . .. . . . . . . . . . . . . . . . . .... . ... . .. . . ... . . . . . . . . .. . .. . . . A-8 II . Amendment. . . . . . . . . .. . .. . . . . . ... ... . . . . .. ...... . . . .. .. . . .. . . .. ..... . A-9 j12. New Members . .. . .. . .. . . ... . . . . . . . .. . . . . . . . ... . . . . . .. ........ . . . . . . . A-9 i_ 13. Successors .. . .. .. . . ... . . . ... . .. . .. .. .. . . ......... . ... ... ...... .. .... A-10 14. Severability . . ... . : . .. ... . .. .... . . ... . . .. . . . .. ... . ....... .. . . ...... .. A-10 I f _ SAMPLE TRANSIT AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT i This agreement 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). I. Background. This agreement is made with respect to the following basic facts: ( a. Need for Public Trans ortation Services. Through their collective efforts, member jurisdictions have determined that the area (hereinafter."service area") 1 generally encompassed by city member jurisdictions and certain unincorporated portions of Alameda County, while within the Bay Area Rapid Transit District, does not receive adequate, coordinated public transportation P ion services. Member jurisdictions desire to provide such services as an alternative to the private automobile, to assist those without private transportation, to assist in meeting environmental goals, to improve fuel Iconservation, and to secure the efficiencies of joint operation and service that are available through a unified, cooperative effort. I-- b. Joint Exercise of Powers. 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 contract for and/or operate public transportation systems. In support of such powers, member jurisdictions are further empowered, upon appropriate findings by the Metropolitan A - I 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 juris- dictions 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 public entity separate .and distinct from member jurisdictions, to administer and implement this agreement and to exercise the common powers provided herein. 3. Pur ose. 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. AUTHORITY shall be governed by a Board of Directors. Each City member jurisdiction shall appoint one (1 ) regular representative with two (2) votes to the Board of Directors. The County of Alameda shall appoint one (1 ) regular representative with one (1 ) vote to the Board of Directors. In addition, each member jurisdiction shall appoint one (1 ) alternate representative to act in the absence of the regular representative. b. To further establish and govern the procedures and substantive responsibilities of the Board of Directors, AUTHORITY shall adopt Bylaws which may be amended as provided therein. The Bylaws shall set forth a BASIC LEVEL OF SERVICE (as defined by routes, headways, and hours of operation within an established service area) and shall provide procedures to make changes to the BASIC LEVEL OF SERVICE. c. 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 . member of the A-2 6-5-84 Bo _ and of Directors of AUTHORITY while it is considering or acting upon a contract, ]( lease, or other transaction with such member jurisdiction. 5. 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: (1) Own, develop, operate, maintain, and administer a public transportation system, or contract with any person, firm, or public agency to use, imanage, or operate such transportation system or portions thereof for public transit purposes; (2) Contract with any person, firm, or public agency to provide public transportation facilities and services, or to improve such facilities and services; provided that, AUTHORITY may enter into such a contract for a maximum term of five (5) years. (3) 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 MTC State Federal, or other sources available 1 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 further authorization to directly apply for, receive, and utilize such financial assistance for which member jurisdictions are eligible, including, without limitation, TDA funds. (a) In contracting for public transportation services as authorized by Paragraph 5a(2) 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 A - 3 Paragraph 5a(3). Member r jurisdictions shall be bound by and carry out.such commitment of AUTHORITY during the term of such contract, notwithstanding termination of this agreement. (b) Member jurisdictions shall provide such assurances and perform such acts, including execution of claims and grant applications, as are reasonably necessary to give effect to this paragraph. (4) Hire agents and employees and contract for professional or other services; (5) Enter into contracts; (6) Sue and be sued; (7) Acquire, hold, or dispose of real and personal property, including transportation equipment and facilities; I (8) Incur debts, liabilities and obligations; (9) Invest in the County of Alameda treasury monies not needed for immedaite necessities as the Board of Directors deems 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) Delegate within the limitations of Government Code Section 6508 ( all or a portion of its functions to an advisory body or administrative entity for the purpose of program development, policy formulation, or program implementation; (11) Adopt a conflict of interest code, if required by ,law• (12) Do all other reasonable and necessary acts to fulfill the purposes of this agreement. A - 4 b. Other Transportation Services. Upon the unanimous approval of the Board of Directors, AUTHORITY may exercise all or a portion of the powers set forth in Paragraph 5a to provide transportation services other than transportation for the general public. C. Restriction on Power. The manner of exercising powers granted AUTHORITY by this agreement shall be subject to the same restrictions as imposed upon the County of Alameda in its exercise of similar powers. 6. Financial. Ia. Fiscal Year. The fiscal year for AUTHORITY shall be from July I to June 30. Ib. De ositor . The Treasurer of the County of Almeda is designated as ( the depository for AUTHORITY to have custody of all funds of AUTHORITY from I whatever source. 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; t (2) Be responsible on his/her/ er official bond for the safekeeping and disbursement of all money of AUTHORITY so held by the Treasurer; (3) Pay, when due, out of the money of AUTHORITY so held by him/her all sums payable on outstanding bonds and coupons of AUTHORITY; (4) Pay from AUTHORITY money any other sums due from 1_ AUTHORITY, or any portion thereof, only upon warrants of the public officer performing i the function of Auditor as designated by this agreement; A - 5 I (5) Verify and report in writing on the first day of July, October January, and April of each year to AUTHORITY and to member jurisdictions ' j M of money held for AUTHORITY, the amount of receipts since ons the amount amounts paid out since the last report. the last report, and the C. Audit. There shall be strict accountability of all AUTHORITY funds. I• Auditor. The Auditor of the County of Alameda shall be the Auditor for AUTHORITY. The Auditor shall: (a) Report all receipts and disbursements to AUTHORITY; (b) Make or contract to make an annual audit of AUTHORITY pursuant to requirements of Government Code Section 6505. d. Property Custodian. The Board of Directors shall designate the person or persons who shall have charge of, handle, and/or have access to any property AUTHORITY and shall require such P Y of j person or persons to file an official bond in an ! amount to be fixed by the Board of Directors. e• Bud et/Contributions b I Member Jurisdictions. A procedure for adoption of an annual budget shall be set forth in the Bylaws of AUTHORIT member jurisdiction shall be required to contribute any money from it other local)Y- controlled funds to AUTHORITY unless first approved general fu fund or body of such member jurisdiction. PProved by the governing f. Allocation of State of Transportation Develo ment Act (TDA) Funds 1_ The AUTHORITY shall be the designated claimant within the SERVICE AREA for State. Transportation Development Act (TDA) Article 4.0 funds. For Purposes service is reasonably distributed among member jurisdictions the s of fudging that allocation of these TDA funds among member jurisdictions shall generally be in accord following formula: once with the A - 6 _ Population of M TDA Allocation - P P ember jurisdiction X Total TDA funds available Total ervice Area opulation 7. 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. 8. 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 ert ro P P Y or money by AUTHORITY in the ordinary course of its activities necessary to fulfill the purposes of this agreement. a. If by 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, the surplus money and acquired property of AUTHORITY shall be transferred to such public entity upon its assumption of all liabilities of AUTHORITY, and AUTHORITY shall,thereof ter terminate. b. Except as provided in Paragraph 8a, and only if more than one-half of Ithe member jurisdictions terminate this agreement as provided in Paragraph 10b, the acquired property and surplus money of AUTHORITY shall be distributed among member jurisdictions in proportion to the aggregate of each 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, incuding surplus monies, 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 opointed by the members disputing the A - 7 1 _ valuation or disposition. position One referee shall be appointed by the members supporting the valuation of distribution. One referee shall be appointed by the two referees first appointed. C.. Except as provided in this Paragraph 81 terminating member jurisdictions shall have no right to distribution of acquired property or surplus money of AUTHORITY. 9. Term of Agreement. This agreement shall become effective on and shall remain in full force and effect until terminated by more than one-half of the member jurisdictions as provided in Paragropli 10b hereof. 10. Termination. Except as provided in Paragraph 8a, termination of this agreement shall be effected onl y as follows: a. Individual Member Jurisdictions. A member jurisdiction may terminate its participation in this agreement and AUTHORITY effective on the first day of any fiscal year; provided that, such jurisdiction shall give one ear Y prior written notice of such termination to AUTHORITY and other member jurisdictions. Notice of termination i may be rescinded upon written notice to authority any time before the effective date of r termination. A member jurisdiction which has terminated shall have no further rights under this agreement except as provided in Paragraph 8. If AUTHORITY has as permitted by Paragraph 5a(2) executed a long- term contract for public transportation services which includes a commitment to claim and expand public transportation financial assistance which a terminated member jurisdiction is eligible to claim, the terminated member jurisdiction shall be b f ound by • such commitment. The terminated member jurisdiction shall not claim,-but instead shall assist AUTHORITY to claim, such financial assisttance during the term of such contract. During the term of such contract, a terminated member jurisdiction shall A - 8 continue to provide assurances and perform acts as required by Paragraph 5a(3)(b) of this agreement. During the term of such contract, AUTHORITY shall negotiate as necessary with a terminated member jurisdiction to provide 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 referrable to such terminated member jurisdiction. b. This agreement may be terminated at any time by a majority of the member jurisdictions voting to dissolve AUTHORITY; provided that, if AUTHORITY has, as permitted by Paragraph 5a(2), executed a long-term contract for public transportation services 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 the contract otherwise provides. 11. Amendment. This agreement may be amended upon the unanimous approval 1 of all member jurisdictions. 12. New Members. If any new city is incorporated within the service area I defined in the Bylaws as part of the BASIC LEVEL OF SERVICE the new city may, within the first six months following its incorporation, become a member jurisdiction in AUTHORITY upon its passing a resolution to join AUTHORITY, and its execution of this Joint Exercise of Powers Agreement and the Bylaws of AUTHORITY, and its agreement l to be bound by their terms and the terms of any other agreements to which AUTHORITY is party. Upon the unanimous consent of member jurisdictions public entities ties may be admitted to AUTHORITY as voting member jurisdictions at any time; provided that, new members shall first execute this Joint Exercise of Powers Agreement and the Bylaws of AUTHORITY and agree to be bound by their terms and the terms of any other agreements to which AUTHORITY is party. i A - 9 i . r_ 13. Su _ ccesso_rs. This agreement shall be binding upon and inure to the benefit of any successors or assigns of the member jurisdictions. 14. Sever ability. 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 j California, or otherwise be unenforceable or ineffectual, the validity of the remaining 1 9 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. IN WITNESS WHEREOF the parties hereto have executed this agreement by their Iduly authorized officers and representatives as of the dated indicated. County of Alameda i Dated: BY: l Chairperson, board of Supervisors Approved as to Form: County Counsel Super-visor Attest: County Clerk ! By: City of Dublin t Dated: By: Mayor f A - 10 3 Approved as to Form: Attest: City Clerk City Attorney City of Livermore Dated: By: mayor Approved as to Form: - City Attorney Vice Mayor Attest: City Clerk By: City of Pleasanton Dated: By: Council Member Approved as to Form: City Attorney Councilwoman Attest: City Clerk By: I A - II Revised 6-03-34 TRANSIT AUTHORITY PLEASANTON, DUBLIN, LIVERMORE & ALAMEDA COUNTY PROPOSED JEPA & BYLAWS TABLE OF CONTENTS Paae I. AUTHORITY, NAME AND PRINCIPAL OFFICES .. .. .. . . . .. . . . . . . . . . . B-4 II. PURPOSES AND POWERS. . . . . . . . . . . .. . .. .. ... .. . . . . . . . . .. . . . . . . . . B-4 III. BOARD OF DIRECTORS . • B-5 3.01 Representation on the Board . . . . . . . .. . . . . . B_5 3.02 Selection of Representatives/Appointment . . . .. . . . . . . and Term of Office. .. . . . . . . . . B-5 ' 3.03 Meetings . . . . . .: ' . . . . . . . . . . .. . ... . . .. .. . . . . . . . . . . . . . . . . . . B-6 3.04 Compensation . . B-8 3.05 Organizational Meeting . . .. .. . .. . .. . . .. . B-8 3.06 Summary of Voting . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .. . . . . B-8 IV. OFFICERS. . . . . . . . . . . 4.01 Designation of Officers . . .. . . . ... . .. . . . . .. . . .. . .. . . . . . . . . .. . B-9 { 4.02 Duties . . . .. .. .. . . . . .. . B-9 { 4.03 Term of Office . . . . . . . . . . . . . . ... .. . .. ... . .. . .. . .. . . . . B-9 4.04 Nomination and Election of Officers . . ... . . .. . .. . . . . . . .. . ... . . 4.05 Vacancy in Office • . • . • ••. . •• ••. • .• . • . •• . . • . • •. •• •• • • • . , • . • B_10 4.06 Chair Pro Tern . . B-10 V. COMMITTEES . B-10 5.01 Standing and Special Committees. . .. . .. .. . . .... . . . .. . . . .. .. . . B-10 5.02 Membership, Term, etc. . . .. . . . . . . B-10 5.03 Procedures . . . . .. .. .... . . . ... ...... . . . . .. . . . ...... ........ . B-10 VI. STAFF . . . . ... . . . . . . . . .. ... . . . . . . ...... . .. . . . . ..... .. B-II 6.01 Executive Director . . . . . . . .. .. .. B_{ I 6.02 Staff g-II 6.03 Legal Services . . . . .. ... ... . . . .. . .. . . . .. . . ..... . ..... .. ... . . 6.04 Auditor/Treasurer . .. ... . ... . .. . B-I I I B - 2 VII. BUDGETARY PROCESS 7.01 Fiscal Year, , , , , , , , , , , , , , , 7.02 Budget. . .. . . . . . . . . . . . . . . . . .................. .... ..... . . B-11 7.03 Funding.. .. .. . .. . .. .. .. .. . .. . ...... .. ...... ... ...... ... . B-12 B-12 VIII. COMPLIANCE WITH FEDERAL AND OTHER STANDARDS...... ...... .. . ... . B-13 IX. SERVICES. . .. . . . . . . . . . B-13 9.01 Definition ofthe BASICLEVELOFSERVICE.. B-13 � 9.02 Changes to BLS. . B-14 9.03 'Minor Changes to Services... .. ....... B-14 9.04 Planning Studies.. . . .. .. . B-15 9.05 Cooperation. . ... . . . .. . . . .. . .. ..... ........... . ..... .. .. . B-15 X. TERMINATION. .. .... . ... .. . . . . . . . .. .. .... ..... .. ..... ... ..... . .. B-16 XI. AMENDMENT. . ..... . . . ... . . ... . . . ... ............. ... . ... . . . . .. . B-16 . . XII. NEW MEMBERS.. .. .. . . B-16 12.01 . . . . .. . .. ..... ......... .. . .. .. .. .. .. Sta-ement of Intent. . . . . ... ...... B-16 12.02 New Members. . .. . .. . . . ... .. . ... ...... ....... . .. .... . .. . . B-17 X.III. SEVERABILITY... ... . . . . . . . . . . . . . . . .. ............. ... .. .. .. .. ... . B-17 XIV. SUCCESSORS. .. .. . . . . . . . . . . . . . . ... . ... .... ......... .. .. . .. . . . . . . B-17 B-3 6-5-84 BYLAWS of the TRANSIT AUTHORITY I. AUTHORITY NAME AND PRINCIPAL OFFICES The City of Dublin, the City of Pleasanton, the City of Livermore, and the County of Alameda (hereinafter "members," "member jurisdictions," or cognate terms), have formed_a joint powers agency, the Transit Authority (hereinafter "AUTHORITY"), under the California Joint Exercise of Powers Act, Government Code Sections 6500, et sea. The principal offices of AUTHORITY shall be located at California, or at such other locations as AUTHORITY shall from time to time designate. II. PURPOSES AND POWERS l The general purpose of AUTHORITY shall be to provide, either directly or through i . contract, public transportation services within certain areas of the member jurisdictions. The purposes and powers of AUTHORITY are more fully set forth in the Joint Exercise of Powers Agreement (hereinafter "JEPA"). I B - 4 III. BOARD OF DIRECTORS The JEPA provides that AUTHORITY shall be governed by a Board of Directors. 3.01 Representation of the Board. Each City member jurisdiction shall appoint one (1 ) regular representative with two (2) votes to the Board of Directors. The County of Alameda shall appoint one (1 ) regular representative with one (1 ) vote to the Board of Directors. In addition, each member juris- diction shall appoint one (1 ) alternate representative to act in the absence of the regular representative. 3.02 Selection of Representatives/Appointment and Term of Office. Each Director shall appoint toga two-year term of office by the governing body of the member jurisdiction which he/she represents. Directors shall be elected members of the governing boards of the member jurisdictions. If, during his/her term of office a Director resigns, dies, is replaced by the appointment member jurisdiction, the appointing member jurisdiction shall appoint a new Director to serve the unexpired balance of such term of office. Directors' terms of office shall be staggered so that one-half of the terms expire each year. The initial Directors appointed from the City of Pleasanton and the City of Livermore shall serve as Directors for terms expiring on the first day of May of 1986. The initial Director appointed from the City of Dublin, and the County of Alameda shall serve as Directors for terms expiring on the first day of May of 1987. After initial appointments, Directors ' terms shall expire biennially two years from the expiration of the preceding term on the first day of May. There shall be no limit on the number of terms a Director B-5 6-5-84 may serve. A Director, otherwise qualified, shall continue to serve until reappointed or until his/her successor is appointed. This section shall also apply to alternates. 3.03 Mee_ tings. (Tentative meeting schedule: third Wednesdays, 7:30 p.m. in a public place within the Agency's jurisdiction. ) A. Time. The Board of Directors shall have regular monthly meetings on the day of each month at and at such other dates and times as the Board of Directors shall from time to time designate; provided that, regular meetings shall be scheduled sufficiently in advance to permit compliance with section 3.03C of the Bylaws. If a meeting will fall upon a _holiday, or the day before or after a holiday, the Board of Directors shall , if possible, at its �; =�-,-ng regular meeting, reschedule the meeting to a convenient date and time. B. Place. Regular Board meetings shall take place at such locations which are convenient to transit dependents and accessible to the elderly and handicapped as the Board of Directors shall from time to time designate. C. Notice. Notice of regular meetings shall comply with the require- ments of the Ralph M. Brown Act, Government Code Section 54950, et seq. D. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chair or Vice-Chair of the Board or by three (3) Directors requesting such meeting in writing. Seven (7) days written notice of a special meeting shall be given to all Directors and to such other persons who requested in writing receipt of such notices. The notice shall state the time and place of the meeting, and the B-6 6-5-84 f f business to be transacted; provided that in the event of an emergency meeting, only the minimum notice requirements of the Ralph M. Brown Act must be met. Business transacted at a special meeting of the Board of Directors shall be limited to the items set forth in the notice of such meeting. E. Rules of Order. The Board of Directors may adopt rules of order to govern the conduct and procedure of Director's meetings. J F. Open Meetinas. Meetings of the Board of Directors shall be open to the i public as required by the provisions of the Ralph M. Brown Act and applicable case law. G. Agenda The agenda for each meeting shall contain at least the followings call to order; approval of minutes; general managers report; old business; new business; public comment; and, adjournment. H. Minutes. The Board of Directors shall keep or cause to be kept written minutes of its proceedings, except executive sessions. I. Quorum. A quorum of the Board of Directors shall be a majority of the member jurisdictions, and no action of the Board shall be passed but upon the affirmative vote of a majority of member jurisdictions. I I' I Voting. Voting shall be by voice; provided that, the Chair or a Director may request that a roll call vote be taken. B - 7 3.04 Compensation. Directors of AUTHORITY shall be compensated for as the Board of Directors shall from time to time approve. 3.05 Organizational Meeting. Within one month after the effective date of the JEPA, member jurisdictions shall appoint their initial Directors who shall convene an organization meeting. 3.06 Summary of Voting. A. A consenting vote of all member jurisdictions is required for: (1 ) Amendments of JEPA k, (2) Admission of new jurisdictions to JEPA B. Changes in service amounting to more than 200 of annual vehicle miles of the Basic Level of Service shall require approval of the repre- sentative of each member jurisdiction in which the change would occur. C. A simple majority of the Board of Directors is needed for all other voting conditions. B-8 6-5-84 i IV. OFFICERS 4.01 Designation of Officers. The AUTHORITY shall have two (2) officers, a Chair and a Vice-Chair, to be elected from among members of the Board of Directors. 4.02 Duties. The Chair shall reside at P all meetings of the Board of Directors and shall decide matters of order subject to appear to the Board of Directors. The Chair, or the Chair's designee, shall represent the Board in official matters, shall take such actions as designated by Board policy in an emergency until an emergency meeting of the Board r of Directors can be convened; provided that, such meeting shall be called as jexpeditiously as practicable. Subject to approval of the Board of Directors, the Chair shall appoint the members and Chairs of committees created from time to time by the Board of Directors. The Vice-Chair shall perform the duties of the Chair in the absence of the Chair. { 4.03 Term of Office. The Chair and Vice-Chair shall serve one-year terms of office commencing on September I of each year. There shall be no limit on the number of terms that a Director may serve as Chair or Vice-Chair. 4.04 Nomination and Election of Officers. Nomination and election of officers i shall be carried out in such manner and schedule as determined by the Board of Directors. i B - 9 [ 4.05 Vac n a cy in Office. A vacancy in the office of the Chair shall be filled by the [ Vice-Chair. A vacancy in the office of the Vice-Chair shall be filled as follows: the Chair shall appoint a nominating committee at the first meeting after the vacancy [ occurs; at the next subsequent meeting, the nominating committee ittee shall make its report and, after receiving any further nominations, the Board shall elect a new Vice-Chair. 1 4.06 Chair Pro Tem. In the absence of the Chair and Vice-Chair the Board of Directors shall appoint a Chair Pro Tem to fulfill the duties of the Chair. V. COMMITTEES 1 5.01 Standing and Special Committees. The Board of Directors shall establish standing and special committees as necessary. 5.02 Membership, Term etc. The composition, term, and charge of committees ' shall be determined by the Board of Directors. The Chair shall appoint the members and the Chair of committees subject to Board approval. 5.03 Procedures. Committees shall be governed by the procedures set forth in Section 3.038-G, I and J of these Bylaws; provided that Y � P , the provisions of the Ralph M. Brown Act shall apply only if a committee consists of a majority of the Board of Directors. i B - 10 VI. STAFF 6.01 General Manager. The Board of Directors shall appoint or contract for a general manager who shall serve at the pleasure of the Board. The general manager shall have charge of the affairs of the Board of Directors and shall implement and carry out its policies. The general manager, or his/her designee, shall serve as clerk to the Board of Directors and shall be responsible to keep its minutes, resolutions, and official papers. 6.02 Staff. The Board of Directors may appoint staff or make such other arrangements as it deems advisable to meet AUTHORITY's administrative requirements. 6.03 Legal Services. The Board of Directors may, in its discretion, appoint a Legal Counsel or make other provision for legal services. 6.04 Auditor/Treasurer. The JEPA provides for appointment of the Auditor and Treasurer of Alameda County to act as the Auditor and Treasurer, respectively, for AUTHORITY. VII. BUDGETARY PROCESS 7.01 Fiscal Year. The JEPA provides that the fiscal year for AUTHORITY shall be from July 1 to June 30. B-11 6-5-84 i ' i 7.02 Budget. For each fiscal year, the Board of Directors shall adopt a icomprehensive budget for AUTHORITY which shall be consistent with funding availability, including anticipated revenues from operations, available financial assistance, and contributions to be received from member jurisdictions. AUTHORITY 1 HORITY may contract with member jurisdictions to aid and assist it in planning, the administration, review, and monitoring of operators' contracts, and such other functions as it deems necessary and appropriate, in which case the budget shall also include funds . I. for member jurisdictions to carry out such functions. I 7.03 Funding A. Financial Assistance. The JEPA provides that AUTHORITY may directly claim on behalf of member jurisdictions such regionally-administered, State, Federal, or other financial assistance as is available to member jurisdictions for public transportation services. Such financial assistance shall be actively sought; and, member jurisdictions shall provide such assurances and perform such acts as necessary to assist such claims by AUTHORITY. IB. Contributions from Member Jurisdictions. AUTHORITY may request that member jurisdictions contribute to AUTHORITY from their general funds, or other Ilocally controlled funds, as shall be necessary to support AUTHORITY's budget. The amount requested from member jurisdictions shall be equitably pro-rated among them on the basis of: I (1) the costs (direct and indirect) associated with providing service in . I each jurisdiction; (2) the special costs, whether capital, operating, direct, or indirect associated with providing any increased services requested by a member jurisdiction; and, B - 12 1 (3) such other - factors as the Board of Directors determines to be ( relevant. No member jurisdiction shall be required to contribute from its general fund or other locally controlled funds to support AUTHORITY, except upon the approval of such member jurisdiction's governing body. If a member jurisdiction fails to contribute as requested, AUTHORITY may equitably educe the e public transportation services provided in such jurisdiction as necessary to compensate for the budgetary shortfall occasioned by such failure to contribute; provided that, the reduction shall be made on the basis of the factors set forth above and in no case shall there be a reduction in the BASIC LEVEL OF SERVICE except as set forth in Article IX of these Bylaws. I VIII. COMPLIANCE WITH FEDERAL AND OTHER STANDARDS f In the preparation of its financial documents and records, including its budget, and Iin the development and operation of its public transportation system,P y m, AUTHORITY shall comply with all applicable requirements of the Metropolitan Transportation Commission, L the California Transportation Development Act, the Federal Highway Act, as amended, the Urban Mass Transportation Act, as amended, and any other application acts or statutes or rules or regulations adopted thereunder, or amendments thereto. t I IX. SERVICES 9.01 Definition of the BASIC LEVEL OF SERVICE. AUTHORITY shall provide a BASIC LEVEL OF SERVICE (hereinafter 'BLS") to member jurisdictions. The BLS shall B - 13 consist of certain routes, headways, and hours of operation within an established service area. Changes in the BLS shall be the responsibility of AUTHORITY. (Route maps, printed schedule, and timetable of service at time of start-up to be attached.) 9.02 Changes to BLS. Changes in service amounting to more than 20,10 of annual vehicle miles of the BLS shall require approval of the representative of each member jurisdiction in which the change would occur; provided that the BLS so changed shall become the new BLS. Temporary major adjustments to the BLS, including reductions, may be made by AUTHORITY to respond to emergencies either upon the approval by the Board of Directors or, if the need for timely action warrants an immediate decision, upon the decision of the General Manager; provided that, the General Manager shall- have such emergency power only until an emergency meeting of the Board of Directors is convened which shall be as soon as practicable. In the event that AUTHORITY lacks sufficient funds to provide the BLS, the Board of Directors may temporarily reduce the BLS to alleviate budgetary shortfalls. 9.03 Minor Chan es to Services. A. Minor changes to the public transportation services provided by AUTHORITY may be suggested by any member jurisdiction or by AUTHORITY staff and shall be implemented only after approval by the Board of Directors as pro- vided in this Section 9.04. B. Approval . (1 ) Minor changes to the public transportation services pro- vided by AUTHORITY may be made upon the approval of the Board of Directors. B-14 The Board may delegate all or a portion of its authority to make such changes to the General Manager. C. Definition. "Minor changes" shall mean small changes to the public transportation services provided by AUTHORITY which would affect routes, headways, hours of operation, or operational procedures or methods within such routes, headways, or hours of operation (e.g., location of bus stop). 9.04 Planning Studies. AUTHORITY shall , as determined by the Board of Directors, plan for public transportation services and coordinate such planning among contract operators, member jurisdictions, and regional agencies. AUTHORITY staff may provide assistance to member jurisdictions in developing local plans and plan amendments. 9.05 Cooperation. Members of the AUTHORITY agree that they will not individually apply, outside the AUTHORITY, for local , state or federal funds that are available to the AUTHORITY for public transportation services, or operate any other transit service within the service area of the Authority without the agreement of the Board of Directors. B-15 6-5-84 X. TERMINATION Member jurisdictions may terminate their participation in AUTHORITY only as provided in the JEPA. XI. AMENDMENT With the exceptions of Section 3.06 and Section 9.02, these Bylaws may be amended upon the majority vote of the Board of Directors. XII. NEW MEMBERS 12.01 Statement of Intent. Alameda County is an area in which institu- tional arrangements and transportation needs may change. Member jurisdictions state their intent to welcome participation in AUTHORITY by new jurisdictions. Member jurisdictions recognize that equitable adjustment to the BLS and other services provided by AUTHORITY may have to be made to accommodate changed circumstances and needs„ new membership, and/or institutional changes (e.g. , annexation). B-16 6-5-84 12.02 New Members. Public entities may be admitted to membership rship in AUTHORITY as provided in the JEPA. Upon admittance, a new jurisdiction shall be a "member jurisdiction". XIII. SEVERABILITY Should any part, term, portion, or provision of these Bylaws 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 these Bylaws shall be deemed severable and shall not be affected thereby. Y IXIV. SUCCESSORS IThese Bylaws shall be binding upon and inure to the benefit of any successors or assigns Iof the member jurisdictions. 1 I B - 17 6-5-84 CITY OF LIVERMORE DATE: June 7, 1984 TO: Policy Committee, Pleasanton/Dublin/Livermore/Alameda County Transit FROM: Barbara Shaw jzc� SUBJECT: Discussion Documents for 5/11/84 Agenda In response to my request, and in consultation with me and with representatives of other small transit systems, Mr. Al Wolf has provided the attached discussion papers. Mr. Wolf has over 30 years of transportation experience in the planning and operation of urban transit systems. He has been a transportation consultant since 1976, and has participated in performance audits of several small transit systems in the Bay Area in the past few years, including Livermore's RIDEO. The City of Livermore found that audit to be both thorough and constructive, and we have continue to rely on Mr. Wolf's expertise and interest. Prior to 1976, Mr. Wolf spent eleven years with BART. As Director of Transportation at BART he had a major role in the establishment of operating procedures and recruitment and training of employees for the start-up of revenue service. He was manager of central control , scheduling, passenger stations and train operations. I think that you will find Mr. Wolf's remarks useful . If the Cmmittee would like to have Mr. Wolf attend a meeting to participate in the discussion and to answer questions, he is quite willing to do so. If may also be possible to arrange visits by other local managers of transit systems similar to that proposed for the Valley. WOLF $ ASSOCIATES CONSULTANTS IN MASS TRANSIT 3213 SHARON COURT 1AFAYETTE, CA. 94549 (415) 283-6501 June 6, 1984 Ms . Barbara Shaw Transit Coordinator City of Livermore 1052 South Livermore Avenue Livermore , CA - 94550 Dear Barbara: I have written my thoughts about some options for management of the JEPA Transit Authority. There are, of course , many other options , such as complete in-house management and operations , or a combination management/service contract . However, I think it important at this stage for the Authority to retain flexibility for the future. Sincerely, Cc�' !`�/ A. E. Wolf AEW/arw TRANSIT MANAGEMENT FIRMS Transit management firms usually provide a resident general manager, plus a limited number of top managers as necessary for the size of property served . Larger firms have a central staff group who are experts in various tech- nical areas and are available for support on an as-needed basis . The general manager reports directly to the board of directors and has exclusive managerial control over day-to- day activities of the client . All employees in second or third levels of management, or in operating jobs , are employees of the client in most cases . The transit management firm concept offers a board a practical way to provide transit services with a limited com- mitment of time and oversight . However, the board should take precautions to assure that the contract doesn ' t take prerogatives out of the control of local governing authorities . SERVICE CONTRACTOR When an operations service contract is properly executed, it provides a practical and viable method for the efficient use of public transit resources . It is an effective means of providing responsive transportation services for an area ' s citizens . -1 - A service contractor would be actively monitored by an administrator appointed by the Board of Directors . The ad- ministrator would serve at the discretion of the Board , and for an indeterminate time . The Authority can retain for it- self those things which it may do better and assign all other tasks to the contractor . The Authority may want to Retain a general manager, Assemble a staff, Select and hire a service contractor, Arrange for financial planning and accounting, Contract for legal services , Find and acquire buses , Locate an operating facility, Coordinate with local jurisdictions for fire , police and other support , and Provide other services . The service contractor may be hired to Recruit, select, hire , train, assign, and manage drivers , mechanics , dispatchers , supervisors , and other operating personnel under his employment, Help plan for rational service adjustments and increases , Provide public information and help promote service , -2- Provide scheduling assistance, Perform consulting services , Provide other support services . INHOUSE MANAGEMENT/TRANSIT MANAGEMENT FIRM The Authority could hire a general manager with a minimal staff and in addition, a transit management firm. This method was adopted by Central Contra Costa Transit Authority (CCCTA) in 1980, shortly after it was formed. The intended role for the CCCTA executive director was to monitor contracts , evaluate service requirements , perform administrative tasks , and act as a liaison person to the board of directors and the public. The management firm was to provide hands-on management and op- erations services under direction of a general manager who re- ported to the executive director. Within a year, the CCCTA board of directors began having doubts about the organizational setup, a concern that it might be top-heavy and duplicative . In July 1982, they reorganized the staff and eliminated the position of executive director. The board was bound by contract to keep the management firm until 1984 • This case history illustrates the problem of having two chief administrators which is inherent in an inhouse management/ transit management firm arrangement. -3- RECOMMENDATION That the Authority initiate operations with a staff chief administrator and a service contractor. My reasons for making this recommendation are as follows : 1 . Complete control of the Authority will be in the hands of the Board of Directors . 2 . The general manager will be a Board employee who will provide continuity to management. 3 . The Authority will have to perform some start-up tasks regardless of the type of management. 4 . It will be easier to terminate a service contract than a management contract if early experience indicates that a change is necessary. (When a management contract is terminated, board members have to become temporary managers during an interim period. ) 5 . If the Authority starts with a transit management firm and has to hire operating employees , its future options are limited. It will not be feasible to discharge the employees and enter into a service contract. AEW/arw 6-6-84 -4- TRANSIT MANAGER/STAFF General Manager The Board of Directors shall appoint or contract for a General Manager who shall serve at the pleasure of the Board. The General Manager shall have charge of the affairs of the Board of Directors and shall implement and carry out its policies. The General Manager, or his/her designee, shall serve as clerk to the Board of Directors and shall be responsible to keep its minutes, resolutions, and official papers. Staff The Board of Directors may appoint staff or make such other arrangements as it deems advisable to meet Authority's administrative requirements. 6-7-84 JOB DESCRIPTION Job Title: General Manager Job Summary: Under general supervision of the Board of Directors, the General Manager is responsible for planning, coordinating and monitoring the Authority's tSan$- aKA (AUNTY portation systems. The General Manager provides liaison with CityAdepartments, political bodies, service contractors, and the public; reviews operating data; prepares reports and makes recommendations for service improvements; prepares budgets and grant applications; and monitors financial controls. Typical Duties: 1 . Assist in policy development, planning and supervision of the Authority's transportation systems, and related transit matters. 2. Represent the Authority to boards, commissions, outside agencies and the public. 3. Visit personally, or contact by phone, representatives of large business firms , schools, and recreational facilities to keep informed of fluctuations in demand for services. 4. Monitor performance of transit operating contractor to assure provision of safe, reliable service for the public. 5. Observe cleanliness and physical condition of Authority's transit vehicles and note any discrepancies that may adversely affect rider appeal , reliability or capital investments. 6. Observe performance of operating personnel and their adherence to schedules, operating procedures, safety rules and regulations. 7. Observe other factors affecting operations and submit recommendations to improve or alleviate conditions, such as parking restrictions, changes in signal light cycles, and re-route alternatives. b-I-84 General Manager -2- 8. Collect and analyze data relating to routes, schedules, ridership and costs, and prepare necessary records and reports. 9. Develop annual budgets and prepare grant applications. 10. Prepare claims for payments drawn on transit funds. 11 . Arrange location, -installation, maintenance, repair and replacement of street furniture. 12. Coordinate with maintenance personnel for periodic spot inspections of Contractor's maintenance. 13. Maintain transit files. Minimum Qualifications: Education: Bachelor's degree in Transportation, Public Administration, Business Administration, Planning, Political Science or a related field, and completion of statistical courses. An equivalent amount of appropriate experience may be sub- stituted for the educational requirement. Prior Work Experience: At least two years related work experience, preferably in public transportation or public administration. Skills: 1 . Familiarity with modern transit planning and operations techniques. 2. Ability to establish and maintain good working relationships with co-workers, contractor personnel , and the general public. 3. Good administrative ability with facility of oral and written communication. 4. Ability to analyze statistical data, detect irregularities or trends, and draw conclusions. Reponsibilities: The General Manager will be responsible for close supervision of the service contractor's performance and for detection of actions or trends which could b-/-b4 General Manager -3- Responsibilities: (Continued) result in problems if not promptly addressed. He/she shall see that the Board of Directors is informed of the status of transit operations through timely oral and written reports and shall initiate recommendations for more efficient or effective service. He/she shall collect and analyze data, prepare necessary reports, assist in budget development and control , and arrange for location, installation and maintenance of street furniture. Job Knowledge: Know principles of organization and administration; understand basic managerial functions; be able to write effectively and to perform simple arithmetic; know how to organize information and to write or edit reports and correspondence; possess communication skills; have a general knowledge of the operation of suburban fixed-route transportation services. Additional Information: Possession of a valid California drivers' license is required. Employee must be able physically to visit field installations and to ride buses to monitor service. J MINUTES POLICY COMMITTEE MEETING - JUNE 11, 1984 Pleasanton/Dublin Transit Study Present: Councilmembers Mohr, Jeffery, Wieskamp AGENDA ITEMS 1. JEPA and Bylaws: 6/5/84 version approved with two changes: 3.04. Compensation. Directors of AUTHORITY shall be compensated for as the Board of Directors ska+� fFeFR t�Fae to t�Rie approves. (page B-8) 6.01 . General Mana er. The Board of Directors shall appe4et or contract for a general manager who shall serve at the pleasure of the Board. The general manager shall have charge of the affairs of the Board of Directors and shall implement and carry out its policies. The qeneral manager, or his/her designee, shall serve as clerk to the Board of Directors and shall be responsible to keep its minutes, resolutions, and official papers. (page B-11) City Councils and the Board of Supervisors will be informed of this action by Policy Committee members; documents will be forwarded to legal staffs for review. Councilmembersasked that target dates of July 23 and 24 be set for review and action by Councils and the Board of Supervisors. 2. General Manager Job Description: The General Manager will be an independent contractor to the AUTHORITY. Other staff members will be employees of one of the member jurisdictions (to be determined) ,for purposes of payroll taxes, benefit packages, etc. Add to Job Description, Typical Duties: 14. "1arket transit program. 15. Select, hire, and supervise staff as required. The City of Pleasanton will administer the recruitment of the General Manager. Legal counsel will be by contract. Internal audit will be by contract. Bus stop maintenance, installation of street furniture, etc. , will be done by local jurisdiction staffs, billed to JEPA. -2- 3. Vehicle leasing: Requests for information have been sent to nine leasing companies. Other items: Publicity: Emilio Escudero will recommend appropriate publications (trade journals, etc.) for a news release on the proposed transit authority and the release,in consultationgwithothe members ofatherPoli�cy Committtee. Y Next meeting: to be scheduled.