HomeMy Public PortalAbout46 Californians Turn in Poachers and Polluters Joint Powers Authority TOWN OF TRUCKEE
California
RESOLUTION 2019-46
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TRUCKEE APPROVING THE
AMENDED JOINT POWERS AUTHORITY AGREEMENT FORMING THE CALIFORNIA
TRANSIT SYSTEMS JOINT POWERS AUTHORITY
WHEREAS, on July 14, 2015, by its Resolution 2015-35, the Town Council approved
entering into an agreement that provided for the creation of the California Transit Systems Joint
Powers Authority (hereinafter CaITIP) for the purpose of jointly funding tort liabilities and other
losses and providing risk management services to reduce such losses; and
WHEREAS, CaITIP has provided the Town of Truckee coverage for such liabilities at
overall cost-effective pricing; and
WHEREAS, the Town Council finds it is in the best interest of the Town of Truckee to
continue its participation in CaITIP and obtain liability coverage and risk management services
from CaITIP; and
WHEREAS, the joint powers authority agreement of CaITIP has retained its original
form as drafted in 1987 and amended in 2011 and there have been changes in operations of
CaITIP since that time; and
WHEREAS, the Town Council recognizes the need to amend the CaITIP Joint
Powers Authority Agreement to enable CaITIP to effectively govern the organization and adapt
to changes in the environment in which CaITIP operates.
NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF TRUCKEE DOES
RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:
1. That the Town Council accepts the changes to the Amended Joint Powers Authority
Agreement as presented in Exhibit 1.
2. That the Town Council authorizes the Town Manager or designee to sign the
Amended Joint Powers Authority Agreement that shall enable the Town of Truckee
to continue to enjoy the joint self-insurance and risk management programs provided
by CaITIP.
The foregoing resolution was introduced by Vice Mayor Goodwin, seconded by Council
Member Polivy, at a regular meeting of the Truckee Town Council, held on the 13th day of
August, 2019 and adopted by the following vote:
AYES: Vice Mayor Goodwin, Council Member Polivy, Mayor Tirman, and
Council Member Klovstad.
NOES: none.
ABSENT: Council Member Abrams.
6
David it an, Mayor
ATTEST:
Judy P ce, M , Town Clerk
EXHIBIT 1
California Transit Systems Joint Powers Authority
Comparison of JPA Agreements—Current versus Proposed
Current to Proposed:
Current JPA Changes in Proposed JPA Proposed JPA Reference
Reference
Page 1, Lines 1-3 Changing the opening paragraph prior to recitals for Page 1, Lines 1-3
clarification purposes.
Page 1, Line 27 Adding language to clarify the amended Agreement will Page 1, Lines 26- 27
become effective as soon as three-quarters of the current
Parties to the Agreement approve the Agreement.
Page 2, Lines 81-83 Article IV—Term of Agreement: Adding language to clarify Page 2, Lines 85-87
the agreement is effective as amended from time to time.
Page 3, Line 111 - Article VII—Governing Documents: Including language stating Page 3, Lines 113 - 114
112 the amended Bylaws are attached to the document and
noting they will be deemed adopted upon the effective date
of the Agreement. (The Board has the authority to adopt the
Bylaws; however, because some of the amendments to the
Bylaws dovetail with the arnendments to the Agreement,the
Board adopted the amended Bylaws to become effective
upon the effective date of the Agreement).The language was
also changed to clarify the Board may amend the Bylaws.
Page 3, Line 130 Article VIII—Responsibilities of the Parties: Clarifying one or Page 3, Line 134
more Alternates may be appointed to the Board, which is
CaITIP's current practice.
Page 4, Lines 148- Article X—Board of Directors: Adding language to maintain Page 4, Lines 153- 154
154 consistency regarding appointment of"one or more
Alternates"to the Board, referring to the Bylaws for specifics
regarding the constitution of the Board of Directors, and
removing the specifics from the Agreement.
Page 5, Line 202 - Article XVI—New Parties: Removing the quorum requirement N/A
203 from this section of the Agreement. Specifics regarding the
quorum requirement are contained in the amended Bylaws.
(The Bylaws require a two-thirds affirmative vote of the
Board present and voting).
Page 6, Lines 221- Article XVIII—Expulsion: Removing the quorum requirement Page 6, Lines 220- 222
223 from this section of the Agreement and referencing the
Bylaws. (The Bylaws require a three-fourths vote of the Board
present and voting). Adding language to clarify written notice
of such action will be provided to the expelled Party at least
90 days prior to the effective date of the expulsion.
N/A Article XXII—Notices: Adding language stating notices of Page 7, Lines 290-291
meetings may be provided via e-mail.
Page 7, Line 303 Article XXV—Amendments: Changing the approval Page 7, Line 310
requirement to amend the Agreement from three-fourths of
the Parties to two-thirds of the Parties for future
amendments.
CALIFORNIA TRANSIT SYSTEMS
JOINT POWERS AUTHORITY
JOINT POWERS AUTHORITY AGREEMENT
May 2011
TABLE OF CONTENTS
JOINT POWERS AUTHORITY AGREEMENT
CALIFORNIA TRANSIT SYSTEMS JOINT POWERS AUTHORITY(CaITIP)
ARTICLEI-PURPOSE.................................................................................................................................... 1
ARTICLE II -CREATION OF THE CALIFORNIA TRANSIT SYSTEMS JOINT POWERS AUTHORITY..................... 2
ARTICLE III- DEFINITIONS............................................................................................................................. 2
ARTICLE IV-PARTIES TO THIS AGREEMENT................................................................................................. 2
ARTICLE V-TERM OF AGREEMENT.............................................................................................................. 2
ARTICLE VI-POWERS OF THE AUTHORITY.................................................................................................. 3
ARTICLE VII-GOVERNING DOCUMENTS......................................................................................................3
ARTICLE VIII-RESPONSIBILITIES OF THE PARTIES........................................................................................ 3
ARTICLE IX-POWERS RESERVED UNTO THE PARTIES.................................................................................4
ARTICLE X-BOARD OF DIRECTORS..............................................................................................................4
ARTICLE XI-DUTIES OF THE BOARD NOT DELEGABLE................................................................................. 4
ARTICLE XII-BOARD MEETINGS AND RECORDS.......................................................................................... 4
ARTICLE XIII-OFFICERS OF THE AUTHORITY...............................................................................................5
ARTICLEXIV-ANNUAL BUDGET................................................................................................................... 5
ARTICLE XV-ADMINISTRATION OF FUNDS................................................................................................. 5
ARTICLEXVI-NEW PARTIES......................................................................................................................... 5
ARTICLEXVII-WITHDRAWAL....................................................................................................................... 5
ARTICLE XVIII- EXPULSION........................................................................................................................... 6
ARTICLE XIX- EFFECT OF EXPULSION OR WITHDRAWAL............................................................................. 6
ARTICLE XX-TERMINATION AND DISTRIBUTION........................................................................................ 6
ARTICLE XXI-LIABILITY AND INDEMNIFICATION......................................................................................... 6
ARTICLEXXII-NOTICES................................................................................................................................ 7
ARTICLE XXIII-PROHIBITION AGAINST ASSIGNMENT................................................................................. 7
ARTICLEXXIV-ARBITRATION....................................................................................................................... 7
ARTICLEXXV-AMENDMENTS...................................................................................................................... 7
ARTICLE XXVI-AGREEMENT COMPLETE...................................................................................................... 8
1 This Agreement is executed in the State of California by and among those public entities which are
2 parties signatory to this Agreement. All parties signatory to this Agreement shall hereinafter be called
3 "Party" [collectively"Parties"].
4
5 RECITALS
6
7 Whereas,Article 1,Chapter 5, Division 7,Title 1 of the California Government Code(Section 6500 et
8 seq.) permits two or more public entities, by agreement,to exercise jointly powers common to the
9 contracting parties;and
10
11 Whereas,it is the mutual benefit of the Parties and in the public interest that the Parties join together
12 to provide:
13
14 • Pooling of their self-insured losses caused by injury to,or disease of,a person or damage to
15 property;
16 • Sharing the cost of excess insurance or reinsurance, if any, or pooling with other joint powers
17 authorities or public entity pooling arrangement;and
18 • Sharing the administration of the Authority created by this document.
19
20 Whereas,each Party desires to enter into this Agreement with each of the other Parties for the purpose
21 of joint risk sharing and/or insuring against various risk of loss jointly, rather than individually;
22
23 NOW,THEREFORE,IT IS AGREED AS FOLLOWS:
24
25 AGREEMENT
26
27 This amended Agreement replaces the original Agreement and any prior amendments that may exist.
28
29 This Agreement is made under the authority of Government Code Section 6500 et seq. between the
30 undersigned public entities, after the governing boards of the entities determine that it is in their best
31 interest to execute this Agreement.
32
33 ARTICLE I -PURPOSE
34
35 The purpose of this Agreement is to exercise jointly powers common to each Party by:
36
37 • Creating an authority under Government Code Section 6500 et seq.,a public entity that is
38 separate and apart from the Parties,to be known as the California Transit System Joint Powers
39 Authority,to administer a self-insurance pool,
40 • Sharing losses and purchase as a group, insurance or reinsurance and participate in other joint
41 powers authorities or other public entity pooling arrangements,
42 • Maintaining funds sufficient to pay the losses to which the Parties agree to share through a
43 Coverage Program, and
44 • Purchasing jointly administrative and other services, including risk management, loss
45 prevention,and legal defense in connection with the Coverage Programs.
Joint Powers Agreement-May 2011 Page 1 of 8
46 ARTICLE II-CREATION OF THE CALIFORNIA TRANSIT SYSTEMS JOINT POWERS AUTHORITY
47
48 Pursuant to Government Code Section 6500 et seq.,the Parties to this Agreement hereby create a public
49 entity separate and apart from the Parties. This public entity created by this Agreement shall be known
50 as the California Transit Systems Joint Powers Authority.
51
52 ARTICLE III-DEFINITIONS
53
54 1. "Authority"shall mean the California Transit Systems Joint Powers Authority.
55 2. "Board" or"Board of Directors" shall mean the governing board of the Authority.
56 3. "Coverage Programs" shall mean programs as defined and adopted by the Board which may, but
57 need not be limited to pooled risk programs,group purchase of insurance or reinsurance,or
58 participation in other public entity pooling programs.
59 4. "Coverage Program Documents"shall mean the Master Program Document defining the policies
60 and procedures of the program and the Memorandum of Coverage defining the coverage
61 provided by the program.
62 5. "Contributions" shall mean payments by Members to the Authority, for other than interest,
63 penalties paid, or reimbursements for payments made on behalf of the Member, for which the
64 Authority is not liable.
65 6. "Governing Documents" shall be those documents described in Article VII, Governing
66 Documents.
67 7. "Member" or collectively"Members" shall mean a Party who is participating in a particular
68 Coverage Program.
69 8. "Party" shall mean a signatory to this Agreement.
70 9. "Officer"shall mean an officer of the Authority as defined in Article XIII.
71
72 ARTICLE IV-PARTIES TO THIS AGREEMENT
73
74 Each Party to this Agreement certifies that it intends to, and does, contract with all other Parties who
75 are signatories to this Agreement, and any signatories that may sign this Agreement in the future,
76 pursuant to Article XVI. The withdrawal of any Party to this Agreement shall not affect this Agreement
77 as respects the remaining Parties and those remaining Parties' intent to be bound by this Agreement.
78
79 ARTICLE V-TERM OF AGREEMENT
80
81 As authorized by Government Code Section 6510,this Agreement was effective from May 1, 1987 and
82 shall stay in full force, as is, as amended on May 1, 2012 or any other subsequent amendments, until
83 terminated in accordance with Article XX.
84
85
86
87
Joint Powers Agreement-May 2011 Page 2 of 8
88 ARTICLE VI-POWERS OF THE AUTHORITY
89
90 The powers of the Authority shall be the powers enjoyed by the County of Nevada or,if the County of
91 Nevada is no longer a Party to this Agreement then,the County of Siskiyou, and is authorized to do all
92 acts necessary to fulfill the purposes of this Agreement including, but not limited to,the following:
93
94 1. Make and enter into contracts;
95 2. Incur debts, liabilities and obligations, but no debt,liability or obligation of the Authority is the
96 debt, liability or obligation of any Party except as otherwise provided;
97 3. Acquire, hold or dispose of real and personal property;
98 4. Receive contributions and donations of property,funds,services and other forms of assistance
99 from any source;
100 5. Assess Parties as deemed appropriate by the Board;
101 6. Sue and be sued in its own name;
102 7. Acquire,construct, manage and maintain buildings;and
103 8. Lease real or personal property including property of a Party,and receive,collect, invest and
104 disburse monies.
105
106 These powers shall be executed in a manner provided by appropriate law and as set forth in this
107 Agreement.
108
109 ARTICLE VII -GOVERNING DOCUMENTS
110
111 The Board of Directors shall adopt Bylaws consistent with this Agreement and applicable law to govern
112 the operations of the Authority. The Board of Directors may adopt Coverage Program Documents,
113 consistent with this Agreement and the Bylaws. These Coverage Program Documents define the
114 Coverage Programs,the Members rights and duties,the Authority's rights and duties,and the
115 operations of the programs. The Board may also adopt policies and procedures, consistent with this
116 Agreement,the Bylaws, or Coverage Program Documents,to assist in the governance of the Authority's
117 operations and activities. The Agreement,the Bylaws,Coverage Program Documents and policies and
118 procedures adopted by the Board shall constitute the Governing Documents of the Authority.
119
120 Unless otherwise stated, a Governing Document may be amended by a majority of the Board of
121 Directors at a duly noticed regular or special Board meeting.
122
123 ARTICLE VIII -RESPONSIBILITIES OF THE PARTIES
124
125 The Parties to this Agreement shall have the following responsibilities:
126
127 1. To abide by the terms of this Agreement and other Governing Documents;
128 2. To cooperate fully with the Authority in the settlement of claims;
129 3. To pay Contributions, assessments, or other charges promptly to the Authority when due;and
130 4. To appoint a Director and an Alternate to the Board of Directors and to reappoint those
131 positions upon the departure of anyone from those positions.
Joint Powers Agreement-May 2011 Page 3 of 8
132 ARTICLE IX-POWERS RESERVED UNTO THE PARTIES
133
134 The Parties reserve unto themselves the following powers:
135
136 1. To amend this Agreement;
137 2. Appoint the Representatives and Alternates to the Board of Directors; and
138 3. To terminate the Authority in accordance with Article XX.
139
140 ARTICLE X-BOARD OF DIRECTORS
141
142 There shall be a Board of Directors to govern the affairs of the Authority. The Board of Directors shall
143 have all the powers of the Authority except those specifically reserved to the Parties. The Board of
144 Directors shall have the authority to create committees as deemed necessary for the operations of the
145 Authority. The Board has the power to delegate any and all of its powers, not specifically reserved
146 exclusively to the Board,to a committee or an Officer of the Authority.
147
148 The Board of Directors shall consist of one Director and one Alternate from each Party to this
149 Agreement. The Party shall appoint by official action an officer or employee of the Party to be the
150 Director and such appointment shall remain in effect until such time as the Party appoints another to be
151 the Director. The Party shall appoint by official action an officer or employee of the Party to be the
152 Alternate and such appointment shall remain in effect until such time as the Party appoints another to
153 be the Alternate. Each Director shall have one vote, and each Alternate shall have one vote only if the
154 Director for which he/she is an Alternate is absent from the meeting.
155
156 ARTICLE XI-DUTIES OF THE BOARD NOT DELEGABLE
157
158 The Board may not delegate to any committee, office or person the authority to:
159
160 1. Adopt,amend or alter the Bylaws;
161 2. Adopt the Authority's Annual Budget;
162 3. Create a Coverage Program;
163 4. Accept a Party to this Agreement; or
164 5. Expel a Party to this Agreement.
165
166 ARTICLE XII -BOARD MEETINGS AND RECORDS
167
168 The Board of Directors shall hold at least one meeting each fiscal year. Regular and special meetings
169 may be called in accordance with the Bylaws of this Authority and applicable laws. All meetings shall be
170 open to the public except as permitted by Government Code Section 54950 et seq. The Secretary shall
171 keep full and complete minutes of all Board meetings.
172
173
174
175
Joint Powers Agreement-May 2011 Page 4 of 8
176 ARTICLE XIII -OFFICERS OF THE AUTHORITY
177
178 The Board shall elect one of its members as Chairperson and one as Vice Chairperson. The Board shall
179 appoint a Secretary. The duties of the Chairperson,Vice Chairperson and Secretary shall be defined in
180 the Bylaws.
181
182 In lieu of the designation of a treasurer and auditor as per Government Code Section 6505.6,the Board
183 shall elect a Treasurer, who shall have,among other duties defined in the"Bylaws,the duties of the
184 treasurer and auditor as described in Government Code Section 6505.5.
185
186 The Board may appoint other officers of the Authority as described in the Bylaws.
187
188 ARTICLE XIV-ANNUAL BUDGET
189
190 Pursuant to Government Code Section 6508,the Board shall approve a budget for any given fiscal year
191 prior to the inception of that year.
192
193 ARTICLE XV-ADMINISTRATION OF FUNDS
194
195 The Authority shall be responsible for the strict accountability of all funds and reports of all receipts and
196 disbursements in conformity with Government Code Section 6505. All funds of the Authority may be
197 held in common although there shall be a separate accounting for funds of each Coverage Program.
198
199 ARTICLE XVI-NEW PARTIES
200
201 Prospective Parties may apply to the Board of Directors at any time. The Board shall have the power to
202 accept a prospective Party,after reviewing their application,with at least two-thirds affirmative vote of
203 the entire Board. The membership shall become effective upon the Board's approval and the signing of
204 this Agreement, participation in all mandatory Coverage Programs,and compliance with any and all
205 other requirements imposed upon membership by the Bylaws or other Governing Documents.
206
207 ARTICLE XVII-WITHDRAWAL
208
209 A Party to this Agreement may not withdraw as a party to this Agreement prior to being a Party for at
210 least three full fiscal years. A Party,who has been a Party for at least three full fiscal years, may
211 withdraw from this Agreement only on the completion of a fiscal year. The Party must provide the
212 Chairperson written notice of intent to withdraw at least six-months prior to withdrawal. The Party may
213 rescind its notice of intent to withdraw at any time prior to ninety-days prior to the commencement of
214 the next fiscal year.The Board may authorize rescission of the intent to withdraw upon a Party's request
215 pursuant to the Bylaws at any time.
216
217
218
Joint Powers Agreement-May 2011 Page 5 of 8
219 ARTICLE XVIII-EXPULSION
220
221 The Authority may expel a Party to this Agreement as a Party by a three-fourth vote of the entire Board.
222 The Party shall be given written notice of such action of the Board at least ninety-days prior to the
223 expulsion.
224
225 ARTICLE XIX-EFFECT OF EXPULSION OR WITHDRAWAL
226
227 Pursuant to Government Code Section 6512.2,termination of any Party to this Agreement as a Party
228 shall not be construed to be completion of the purpose of the Agreement and shall not require the
229 return of any Contributions, payments or advances made by the Party until the Agreement is rescinded
230 or terminated by all Parties in accordance with Article XX.
231
232 Termination of a Party to this Agreement as a Party shall not terminate its continuing responsibilities
233 defined in any Governing Document or Coverage Program Document for the period of time in which the
234 Party participated, including, but not limited to:
235
236 1. Cooperate fully with the Authority in the investigation and settlement of a claim;
237 2. Pay any Contributions, retentions or deductibles,assessments or other charges which are due
238 and payable;and
239 3. Provide any statistical or loss experience data and other information as may be necessary for
240 the Authority to carry out the purpose of this Agreement.
241
242 ARTICLE XX-TERMINATION AND DISTRIBUTION
243
244 This Agreement may be terminated at anytime with written consent of three-fourths of the Parties;
245 provided, however,that this Agreement and the Authority shall exist for the purpose of disposing of all
246 claims, distribution of assets and any other functions necessary to wind up the affairs of the Authority.
247 The Board shall be vested with all the powers of the Authority for the purposes of winding down and
248 dissolving the business affairs of the Authority, including the power to assess past and present Parties in
249 accordance with Coverage Program Documents.
250
251 In accordance with Government Code Section 6512, all assets of the Authority shall be distributed
252 among those who were Parties within ten years of termination, in proportion to the Parties'
253 Contributions. The Board shall determine when claims and liabilities are sufficiently realized as to not
254 jeopardize the payment of any claim or liability that may arise in the future.
255
256 ARTICLE XXI -LIABILITY AND INDEMNIFICATION
257
258 Pursuant to Government Code Section 6508.1,the debts, liabilities and obligations of the Authority shall
259 not constitute debts, liabilities or obligations of any Party, except to the extent and in the proportions,
260 imposed by the Bylaws or other Governing Documents. Each Party is independent of every other Party
261 and of the Authority and not the agent of any Party or of the Authority. In contemplation of the
262 provisions of Section 895.2 of the California Government Code, imposing certain tort liability jointly
Joint Powers Agreement-May 2011 Page 6 of 8
263 upon public entities, solely by reason of a joint powers agreement as defined in Section 895 of that
264 code,each Party, as between each other, pursuant to the authorization contained in Section 895.4 and
265 895.6 of that code,does hereby assume the full liability imposed upon it,or any of its officers,agents,or
266 employees by law for injury caused by a negligent or wrongful act or omission occurring in the
267 performance of this Agreement,to the same extent that such liability would be imposed in the absence
268 of Section 895.2 of the California Government Code. To achieve the above-stated purpose,each Party
269 shall indemnify and hold harmless each other Party for any loss,costs,or expense that may be imposed
270 upon such other Party solely by virtue of Section 895.2. The provisions of Section 2778 of the California
271 Civil Code are made a part of this Agreement as if set forth fully in this Agreement.
272
273 The members of the Board of Directors and the Officers and employees of the Authority shall act in good
274 faith and in the best interests of the Authority in the performance of their duties. The members of the
275 Board of Directors and Officers and employees shall be liable for an act or omission within the scope of
276 their employment with the Authority as a public entity only in the event that they act or fail to act
277 because of actual fraud,corruption,or malice. No member shall be liable for any actions taken or
278 omissions by another member of the Board. Funds of the Authority shall be used to defend and
279 indemnify members of the Board,Officers, and employees for any act or omission pursuant to the
280 provisions of the Government Code Section 910 to 996.6, inclusive. The Authority may purchase
281 insurance covering acts or omissions of the Board of Directors,Officers, and employees.
282
283 ARTICLE XXII-NOTICES
284
285 Notices to any or all Parties shall be sufficient if mailed to their respective addresses on file with the
286 Authority. Notice to the Authority shall be sufficient if mailed to the official address of the Authority as
287 established by Resolution.
288
289 ARTICLE XXIII -PROHIBITION AGAINST ASSIGNMENT
290
291 No Party may assign any right,claim,or interest it may have under this Agreement,and no creditor,
292 assignee,or third party beneficiary of the Party shall have any right,claim or title to any part,share,
293 interest,fund, premium,or asset of the Authority.
294
295 ARTICLE XXIV-ARBITRATION
296
297 Any controversy between the Parties hereto arising out of this Agreement shall be submitted to
298 arbitration,and such arbitration shall comply with and be governed by the provisions of the California
299 Arbitration Act,Sections 1280 through 1294.2 of the California Code of Civil Procedure.
300
301 ARTICLE XXV-AMENDMENTS
302
303 This Agreement may be amended at any time by approval of three-fourths of the Parties.
304
Joint Powers Agreement-May 2011 Page 7 of 8
305 ARTICLE XXVI-AGREEMENT COMPLETE
306
307 The foregoing constitutes the full and complete agreement of the Parties. There are no oral
308 understandings or agreements not set forth in writing herein.
309
310
311 In Witness Whereof,the undersigned Party hereto has executed this Agreement on the date indicated
312 below:
313
314
315 Date: By:
316 Printed Name of Authorized Signor
317
318
319 Signature of Authorized Signor
320
321
322 Title of Authorized Signor
323
324
325 Name of Agency
326
327
Joint Powers Agreement-May 2011 Page 8 of 8
CALIFORNIA TRANSIT SYSTEMS
JOINT POWERS AUTHORITY
AMENDED AND RESTATED
JOINT POWERS AUTHORITY AGREEMENT
As Amended 2019
TABLE OF CONTENTS
AMENDED AND RESTATED
JOINT POWERS AUTHORITY AGREEMENT
CALIFORNIA TRANSIT SYSTEMS JOINT POWERS AUTHORITY(CaITIP)
ARTICLEI-PURPOSE.................................................................................................................................... 1
ARTICLE II -CREATION OF THE CALIFORNIA TRANSIT SYSTEMS JOINT POWERS AUTHORITY..................... 2
ARTICLE III- DEFINITIONS............................................................................................................................. 2
ARTICLE IV- PARTIES TO THIS AGREEMENT................................................................................................. 2
ARTICLE V-TERM OF AGREEMENT.............................................................................................................. 2
ARTICLE VI-POWERS OF THE AUTHORITY.................................................................................................. 3
ARTICLE VII-GOVERNING DOCUMENTS...................................................................................................... 3
ARTICLE VIII -RESPONSIBILITIES OF THE PARTIES........................................................................................ 3
ARTICLE IX-POWERS RESERVED UNTO THE PARTIES.................................................................................4
ARTICLE X-BOARD OF DIRECTORS..............................................................................................................4
ARTICLE XI -DUTIES OF THE BOARD NOT DELEGABLE.................................................................................4
ARTICLE XII-BOARD MEETINGS AND RECORDS..........................................................................................4
ARTICLE XIII -OFFICERS OF THE AUTHORITY............................................................................................... 5
ARTICLEXIV-ANNUAL BUDGET................................................................................................................... 5
ARTICLE XV-ADMINISTRATION OF FUNDS................................................................................................. 5
ARTICLEXVI-NEW PARTIES......................................................................................................................... 5
ARTICLEXVII-WITHDRAWAL....................................................................................................................... 5
ARTICLEXVIII-EXPULSION........................................................................................................................... 6
ARTICLE XIX-EFFECT OF EXPULSION OR WITHDRAWAL............................................................................. 6
ARTICLE XX-TERMINATION AND DISTRIBUTION ........................................................................................ 6
ARTICLE XXI -LIABILITY AND INDEMNIFICATION......................................................................................... 6
ARTICLEXXII-NOTICES................................................................................................................................ 7
ARTICLE XXIII-PROHIBITION AGAINST ASSIGNMENT................................................................................. 7
ARTICLEXXIV-ARBITRATION....................................................................................................................... 7
ARTICLEXXV-AMENDMENTS...................................................................................................................... 7
ARTICLE XXVI-AGREEMENT COMPLETE...................................................................................................... 8
1 This Amended and Restated Joint Powers Agreement("Agreement") is executed by and among those
2 public entities which are signatories to this Agreement. Such parties shall hereinafter be referred to
3 individually as"Party"or collectively, "Parties."
4 RECITALS
5
6 Whereas,Article 1,Chapter 5, Division 7,Title 1 of the California Government Code (Section 6500 et
7 seq.) permits two or more public entities, by agreement,to exercise jointly powers common to the
8 contracting parties;and
9
10 Whereas,it is the mutual benefit of the Parties and in the public interest that the Parties join together
11 to provide:
12
13 • Pooling of their self-insured losses caused by injury to,or disease of,a person or damage to
14 property;
15 • Sharing the cost of excess insurance or reinsurance, if any,or pooling with other joint powers
16 authorities or public entity pooling arrangement;and
17 • Sharing the administration of the Authority created by this document.
18
19 Whereas,each Party desires to enter into this Agreement with each of the other Parties for the purpose
20 of joint risk sharing and/or insuring against various risk of loss jointly, rather than individually;
21
22 NOW,THEREFORE,IT IS AGREED AS FOLLOWS:
23
24 AGREEMENT
25
26 This amended Agreement replaces and restates in its entirety the Agreement and any prior amendments
27 that may exist and is effective upon approval by three-quarters of the current Parties to the Agreement.
28
29 This Agreement is made under the authority of Government Code Section 6500 et seq. between the
30 undersigned public entities, after the governing boards of the entities determine that it is in their best
31 interest to execute this Agreement.
32
33
34 ARTICLE I-PURPOSE
35
36 The purpose of this Agreement is to exercise jointly powers common to each Party by:
37
38 • Creating an authority under Government Code Section 6500 et seq.,a public entity that is
39 separate and apart from the Parties,to be known as the California Transit System Joint Powers
40 Authority,to administer a self-insurance pool,
41 • Sharing losses and purchase as a group, insurance or reinsurance and participate in otherjoint
42 powers authorities or other public entity pooling arrangements,
43 • Maintaining funds sufficient to pay the losses to which the Parties agree to share througha
44 Coverage Program,and
45 • Purchasing jointly administrative and other services, including risk management, loss
46 prevention,and legal defense in connection with the Coverage Programs.
Joint Powers Agreement-As Amended 2019 Page 1 of 8
47 ARTICLE II -CREATION OF THE CALIFORNIA TRANSIT SYSTEMS JOINT POWERS AUTHORITY
48
49 Pursuant to Government Code Section 6500 et seq.,the Parties to this Agreement hereby create a public
50 entity separate and apart from the Parties.This public entity created by this Agreement shall be known
51 as the California Transit Systems Joint Powers Authority.
52
53
54 ARTICLE III -DEFINITIONS
55
56 1. "Authority" shall mean the California Transit Systems Joint Powers Authority.
57 2. "Board" or"Board of Directors" shall mean the governing board of the Authority.
58 3. "Coverage Programs" shall mean programs as defined and adopted by the Board which may,but
59 need not be limited to pooled risk programs,group purchase of insurance or reinsurance, or
60 participation in other public entity pooling programs.
61 4. "Coverage Program Documents" shall mean the Master Program Document defining the policies
62 and procedures of the program and the Memorandum of Coverage defining the coverage
63 provided by the program.
64 5. "Contributions"shall mean payments by Members to the Authority,for other than interest,
65 penalties paid, or reimbursements for payments made on behalf of the Member,for which the
66 Authority is not liable.
67 6. "Governing Documents" shall be those documents described in Article VII,Governing
68 Documents.
69 7. "Member" or collectively"Members" shall mean a Party who is participating in a particular
70 Coverage Program.
71 8. "Party" shall mean a signatory to this Agreement.
72 9. "Officer" shall mean an officer of the Authority as defined in Article XIII.
73
74
75 ARTICLE IV-PARTIES TO THIS AGREEMENT
76
77 Each Party to this Agreement certifies that it intends to, and does, contract with all other Parties who
78 are signatories to this Agreement, and any signatories that may sign this Agreement in the future,
79 pursuant to Article XVI.The withdrawal of any Party to this Agreement shall not affect this Agreement
80 as respects the remaining Parties and those remaining Parties' intent to be bound by this Agreement.
81
82
83 ARTICLE V-TERM OF AGREEMENT
84
85 As authorized by Government Code Section 6510,this Agreement which was originally effective May
86 1, 1987 shall stay in full force, as amended from time to time, until terminated in accordance with
87 Article XX.
Joint Powers Agreement-As Amended 2019 Page 2 of 8
88 ARTICLE VI-POWERS OF THE AUTHORITY
89
90 The powers of the Authority shall be the powers enjoyed by the County of Nevada or, if the County of
91 Nevada is no longer a Party to this Agreement then,the County of Siskiyou, and is authorized to do all
92 acts necessary to fulfill the purposes of this Agreement including, but not limited to,the following:
93
94 1. Make and enter into contracts;
95 2. Incur debts, liabilities and obligations, but no debt, liability or obligation of the Authority is the
96 debt, liability or obligation of any Party except as otherwise provided;
97 3. Acquire, hold or dispose of real and personal property;
98 4. Receive contributions and donations of property,funds,services and other forms of assistance
99 from any source;
100 5. Assess Parties as deemed appropriate by the Board;
101 6. Sue and be sued in its own name;
102 7. Acquire,construct, manage and maintain buildings;and
103 8. Lease real or personal property including property of a Party,and receive,collect, invest and
104 disburse monies.
105
106 These powers shall be executed in a manner provided by appropriate law and as set forth in this
107 Agreement.
108
109
110 ARTICLE VII -GOVERNING DOCUMENTS
111
112 The attached amended Bylaws shall be deemed adopted upon the effective date of this Agreement.
113 Thereafter,the Board of Directors may amend the Bylaws consistent with this Agreement and
114 applicable law to govern the operations of the Authority.The Board of Directors may adopt Coverage
115 Program Documents,consistent with this Agreement and the Bylaws.These Coverage Program
116 Documents define the Coverage Programs,the Members' rights and duties,the Authority's rights and
117 duties, and the operations of the programs.The Board may also adopt policies and procedures,
118 consistent with this Agreement,the Bylaws,or Coverage Program Documents,to assist in the
119 governance of the Authority's operations and activities.The Agreement,the Bylaws, Coverage Program
120 Documents and policies and procedures adopted by the Board shall constitute the Governing
121 Documents of the Authority.
122
123 Unless otherwise stated, a Governing Document may be amended by a majority of the Board of
124 Directors at a duly noticed regular or special Board meeting.
125
126
127 ARTICLE VIII -RESPONSIBILITIES OF THE PARTIES
128
129 The Parties to this Agreement shall have the following responsibilities:
130
131 1. To abide by the terms of this Agreement and other Governing Documents;
132 2. To cooperate fully with the Authority in the settlement of claims;
133 3. To pay Contributions, assessments,or other charges promptly to the Authority when due;and
134 4. To appoint a Director and one or more Alternates to the Board of Directors and to
135 reappoint those positions upon the departure of anyone from those positions.
Joint Powers Agreement-As Amended 2019 Page 3 of 8
136 ARTICLE IX-POWERS RESERVED UNTO THE PARTIES
137
138 The Parties reserve unto thernselves the following powers:
139
140 1. To amend this Agreement;
141 2. Appoint the Representatives and Alternates to the Board of Directors; and
142 3. To terminate the Authority in accordance with Article XX.
143
144
145 ARTICLE X-BOARD OF DIRECTORS
146
147 There shall be a Board of Directors to govern the affairs of the Authority. The Board of Directors shall
148 have all the powers of the Authority except those specifically reserved to the Parties.The Board of
149 Directors shall have the authority to create committees as deemed necessary for the operations of the
150 Authority.The Board has the power to delegate any and all of its powers, not specifically reserved
151 exclusively to the Board,to a committee or an Officer of the Authority.
152
153 The Board of Directors shall consist of one Director and one or more Alternates for each Party to this
154 Agreement as provided for in the Bylaws.
155
156
157 ARTICLE XI -DUTIES OF THE BOARD NOT DELEGABLE
158
159 The Board may not delegate to any committee,office or person the authority to:
160
161 1. Adopt, amend or alter the Bylaws;
162 2. Adopt the Authority's Annual Budget;
163 3. Create a Coverage Program;
164 4. Accept a Party to this Agreement; or
165 5. Expel a Party to this Agreement.
166
167
168 ARTICLE XII -BOARD MEETINGS AND RECORDS
169
170 The Board of Directors shall hold at least one meeting each fiscal year. Regular and special meetings
171 may be called in accordance with the Bylaws of this Authority and applicable laws. All meetings shall be
172 open to the public except as permitted by Government Code Section 54950 et seq.The Secretary shall
173 keep full and complete minutes of all Board meetings.
Joint Powers Agreement-As Amended 2019 Page 4 of 8
174 ARTICLE XIII-OFFICERS OF THE AUTHORITY
175
176 The Board shall elect one of its members as Chairperson and one as Vice Chairperson.The Board shall
177 appoint a Secretary.The duties of the Chairperson,Vice Chairperson and Secretary shall be defined in
178 the Bylaws.
179
180 In lieu of the designation of a treasurer and auditor as per Government Code Section 6505.6,the Board
181 shall elect a Treasurer,who shall have,among other duties defined in the Bylaws,the duties of the
182 treasurer and auditor as described in Government Code Section 6505.5.
183
184 The Board may appoint other officers of the Authority as described in the Bylaws.
185
186
187 ARTICLE XIV-ANNUAL BUDGET
188
189 Pursuant to Government Code Section 6508,the Board shall approve a budget for any given fiscal year
190 prior to the inception of that year.
191
192
193 ARTICLE XV-ADMINISTRATION OF FUNDS
194
195 The Authority shall be responsible for the strict accountability of all funds and reports of all receipts and
196 disbursements in conformity with Government Code Section 6505.All funds of the Authority may be
197 held in common although there shall be a separate accounting for funds of each Coverage Program.
198
199
200 ARTICLE XVI-NEW PARTIES
201
202 Prospective Parties may apply to the Board of Directors at any time.The Board shall have the power to
203 accept a prospective Party,after reviewing their application.The membership shall become effective
204 upon the Board's approval and the signing of this Agreement, participation in all mandatory Coverage
205 Programs,and compliance with any and all other requirements imposed upon membership by the
206 Bylaws or other Governing Documents.
207
208
209 ARTICLE XVII-WITHDRAWAL
210
211 A Party to this Agreement may not withdraw as a party to this Agreement prior to being a Party for at
212 least three full fiscal years.A Party,who has been a Party for at least three full fiscal years, may
213 withdraw from this Agreement only on the completion of a fiscal year.The Party must provide the
214 Chairperson written notice of intent to withdraw at least six-months prior to withdrawal.The Party may
215 rescind its notice of intent to withdraw at any time prior to ninety-days prior to the commencement of
216 the next fiscal year.The Board may authorize rescission of the intent to withdraw upon a Party's request
217 pursuant to the Bylaws at any time.
Joint Powers Agreement-As Amended 2019 Page 5 of 8
218 ARTICLE XVIII-EXPULSION
219
220 The Board may expel a Party to this Agreement as a Party as provided for in the Bylaws.The expelled
221 Parry shall be given written notice of such action of the Board at least ninety-days prior to the effective
222 date of the expulsion.
223
224
225 ARTICLE XIX-EFFECT OF EXPULSION OR WITHDRAWAL
226
227 Pursuant to Government Code Section 6512.2,termination of any Party to this Agreement as a Party
228 shall not be construed to be completion of the purpose of the Agreement and shall not require the
229 return of any Contributions, payments or advances made by the Party until the Agreement is rescinded
230 or terminated by all Parties in accordance with Article XX.
231
232 Termination of a Party to this Agreement as a Party shall not terminate its continuing responsibilities
233 defined in any Governing Document or Coverage Program Document for the period of time in which the
234 Party participated, including, but not limited to:
235
236 1. Cooperate fully with the Authority in the investigation and settlement of a claim;
237 2. Pay any Contributions, retentions or deductibles,assessments or other charges which are due
238 and payable;and
239 3. Provide any statistical or loss experience data and other information as may be necessary for
240 the Authority to carry out the purpose of this Agreement.
241
242
243 ARTICLE XX-TERMINATION AND DISTRIBUTION
244
245 This Agreement may be terminated at any time with written consent of three-fourths of the Parties;
246 provided, however,that this Agreement and the Authority shall exist for the purpose of disposing of all
247 claims,distribution of assets and any other functions necessary to wind up the affairs of the Authority.
248 The Board shall be vested with all the powers of the Authority for the purposes of winding down and
249 dissolving the business affairs of the Authority, including the power to assess past and present Parties in
250 accordance with Coverage Program Documents.
251
252 In accordance with Government Code Section 6512, all assets of the Authority shall be distributed
253 among those who were Parties within ten years of termination, in proportion to the Parties'
254 Contributions.The Board shall determine when claims and liabilities are sufficiently realized as to not
255 jeopardize the payment of any claim or liability that may arise in the future.
256
257
258 ARTICLE XXI-LIABILITY AND INDEMNIFICATION
259
260 Pursuant to Government Code Section 6508.1,the debts, liabilities and obligations of the Authority shall
261 not constitute debts, liabilities or obligations of any Party,except to the extent and in the proportions,
262 imposed by the Bylaws or other Governing Documents. Each Party is independent of every other Party
263 and of the Authority and not the agent of any Party or of the Authority.In contemplation of the
264 provisions of Section 895.2 of the California Government Code, imposing certain tort liability jointly
Joint Powers Agreement-As Amended 2019 Page 6 of 8
265 upon public entities, solely by reason of a joint powers agreement as defined in Section 895 of that
266 code,each Party, as between each other, pursuant to the authorization contained in Section 895.4 and
267 895.6 of that code,does hereby assume the full liability imposed upon it,or any of its officers, agents,or
268 employees by law for injury caused by a negligent or wrongful act or omission occurring in the
269 performance of this Agreement,to the same extent that such liability would be imposed in the absence
270 of Section 895.2 of the California Government Code.To achieve the above-stated purpose,each Party
271 shall indemnify and hold harmless each other Party for any loss,costs,or expense that may be imposed
272 upon such other Party solely by virtue of Section 895.2.The provisions of Section 2778 of the California
273 Civil Code are made a part of this Agreement as if set forth fully in this Agreement.
274
275 The members of the Board of Directors and the Officers and employees of the Authority shall act in good
276 faith and in the best interests of the Authority in the performance of their duties.The members of the
277 Board of Directors and Officers and employees shall be liable for an act or omission within the scope of
278 their employment with the Authority as a public entity only in the event that they act or fail to act
279 because of actual fraud, corruption,or malice. No member shall be liable for any actions taken or
280 omissions by another member of the Board. Funds of the Authority shall be used to defend and
281 indemnify members of the Board,Officers, and employees for any act or omission pursuant to the
282 provisions of the Government Code Section 910 to 996.6, inclusive.The Authority may purchase
283 insurance covering acts or omissions of the Board of Directors,Officers,and employees.
284
285
286 ARTICLE XXII-NOTICES
287
288 Notices to any or all Parties shall be sufficient if mailed to their respective addresses on file with the
289 Authority. Notice to the Authority shall be sufficient if mailed to the official address of the Authority as
290 established by Resolution. Notices of meetings may be given by electronic mail to the respective
291 electronic mail addresses on file with the Authority,which notice shall be deemed sufficient notice.
292
293
294 ARTICLE XXIII -PROHIBITION AGAINST ASSIGNMENT
295
296 No Party may assign any right,claim, or interest it may have under this Agreement, and no creditor,
297 assignee,or third party beneficiary of the Party shall have any right,claim or title to any part, share,
298 interest,fund, premium,or asset of the Authority.
299
300
301 ARTICLE XXIV-ARBITRATION
302
303 Any controversy between the Parties hereto arising out of this Agreement shall be submitted to
304 arbitration,and such arbitration shall comply with and be governed by the provisions of the California
305 Arbitration Act,Sections 1280 through 1294.2 of the California Code of Civil Procedure.
306
307
308 ARTICLE XXV-AMENDMENTS
309
310 This Agreement may be amended at any time by approval of two-thirds of the Parties.
Joint Powers Agreement-As Amended 2019 Page 7 of 8
311 ARTICLE XXVI-AGREEMENT COMPLETE
312
313 The foregoing constitutes the full and complete agreement of the Parties.There are no oral
314 understandings or agreements not set forth in writing herein.
315
316
317 In Witness Whereof,the undersigned Party hereto has executed this Agreement on the date indicated
318 below:
319
320
Date: By:
Printed Name of Authorized Signor
Signature of Authorized Signor
Title of Authorized Signor
Name of Agency
Joint Powers Agreement-As Amended 2019 Page 8 of 8
D
0
Cl