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HomeMy WebLinkAboutCC 9 PUB AGEN DATA SYS 9-21-81DATE: September 16, 1981 TO: FROH: SUBJECT: CONSENT CALENDAR  No. 9 9-21-81 Inter-Corn Bill Huston, City Manag~j~A Ron Nault, Finance Direct~ Resolution No. 81-107, Adopting an Amended Joint Powers Agreement for the Public Agency Data System (PADS). DISCUSSION The PADS Operations Committee has been working on revisions to the Joint Powers Agreement, originally signed in 1971, forming PADS. The PADS Attorney has pre- pared the attached revised agreement and summary for formal adoption by the member agency's Council. Each city attorney has reviewed this document and rec- ommended changes which have been included in the final form brought before you for adoption. The'primary change has been to incorporate various articles from the by-laws into a single joint powers document. The sunmaary, prepared by the PADS attorney, indicates each section change and the source of the change. The revised agreement has been approved by the governing Board of PADS. RECOMMENDATION Adopt Resolution No. 81-107, authorizing the Mayor to e~ecute the PADS revised Joint Powers Agreement. attachment 1 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 A RESOLUTIC[q OF 9~E CITY C(~JNCIL OF THE CITY OF TOSTIN, TO APPROVE CERT3~IN MODIFICATIC~S TO THE JOINT PCWERS AGREE- WHEREAS, the City Council of the City of Tustin, hereinafter referred to as Council, authorized participation by the City in the Public Agencies Data Systems, hereinafter referred to as PADS; and WHEREAS, sinoe the effective date of the creaticn of PADS in 1971, numerous revisions have been made in its purpose and scope, and it b~-~ ~cn determined by the present members of PADS that it would be in t/~ best interest to amend the Joint Powers Agreement to more accurately reflect the current procedures; WHEREAS, the primary changes to the Joint Powers Agreement include the incorporation of appropriate sections of the bylaws into one doct~ent, providing one vote for member Agency, permitting alternate to act in place of designated Director, permitting compensation for Board members, describes duties of officers, and to ma~e various minor administrative changes to these documents; and WHEREAS, the Board of Directors of PADS has unanimously endorsed these proposed changes; and WHEREAS, approval of 3 of the 4 PAE~ City Councils is required to effect changes to the Joint Powers Agreement; NCW, ~REFC~E, BE IT RESQLVED that the City Council of the City of Tustin approves the attached proposed changes to the PADS Joint Powers Agreement and authorizes and directs the Mayor and City Clerk to execute approval thereof on behalf of the City of Tustin. PASSED, APPROVED, AND AD(~i'ED at a regul~ meeting of the City Council of the City of Tustin held on this 21st day of September, 1981. James B. Sharp, Mayor Mary E. Wynn, City Clerk 28 Rourk & Wood uiT To: F rom: Re: MEMORANDUM Board of Directors, PADS , Thomas L. Woodruff ;.Date: First Amended Joint Exercise of Powers Agreement - Summary of Amendments August 19, 1981 The following is a summary of the contents of the First Amended Joint Exercise of Powers Agreement. explaining the source of the provisions contained in the.amended, Agreement along with the changes which have been made..~ Section 1:~ Purpose. The amended Agreement provides that the purpose of PADS is tD provide data processing services and systems. This section further states that the authority for the creation of the agency is the Joint Powers Act. The provisions of this section are taken from Section 1 of the Joint Powers Agreement. Section 2: Powers. This section specifies the powers of PADS. The section is taken from Section 6 of the original Joint Powers Agreement. Section 3: Term. Section 3 is taken directly from Section 8 of the original Joint Powers Agreement. Section 4: Withdrawal of Membership. The withdrawal of membership provisions are taken directly from Article XVI of the By-laws. Section 5: Agency. Section 5 describes the creation of the agency, its membership, governing board of directors, specifies the meeting dates of the board, what majority constitutes a quorum, the manner of voting by board members, and the compensa- tion of board members. The provisions contained in Section ~ are taken from Articles II, III, IV, and VI of the By-laws. The First Amended Joint Powers Agreement contains certain revisions of the By-laws including an amendment to provide for one vote per member agency,' and to permit an alternate to act in the place of a designated director. Additionally, the Amended Joint Powers Agreement permits each director to receive compensation for act- ing as a board member. Section 6: Officers. Section 6 of the First Amended Agreement'is derived from Article V of the By-laws but has been amended to change the name of the officers from President and Vice President to Chair and Vice Chair, respectively. The amended provisions also provide for a separate Secretary and Treasurer. This section further enumerates the duties of each of the officers and makes specific references with respect to the duties of the Treasurer to applicable Government Code Sections. Section 7: Personnel. Section 7 has been added to speci- fically provide that PADS may employ professional and technical assistance.as may be required provided sufficient funds are available for such personnel. 'Section 8: Finances. Section 8 is derived from Article XIV of the By-laws..'It has been substantiglly incorporated into the Joint Powers Agreement without change, except that it requires the final annual budget to be adopted by the board of directors at the annual meeting held in June of each year instead of in the months of March or April as was formerly provided. Section 9: Audit. This provision has been taken from Article XV of the By-laWs; however, it has been amended to specifically refer to Government Code Sections 6505.5 and 6505.6 which pertain to the responsibilities of the treasurer, controller, and auditor. Section 10: Liability. This paragraph is taken directly from Article XVII of the By-laws. Section 11: Amendment. Section 11 provides that the First. Amended Joint Powers Agreement may be amended by written agreement of two-thirds or more of the parties to the Agreement. This pro- vision is taken from Article XVIII of the By-laws but has been streamlined to avoid the requirement of submitting proposed amend- ments to a committee prior to approval. Section 12: Prior Agreements. The purpose of this section is to revoke the prior Joint Powers Agreement upon adoption of the First Amended Joint Exercise of Powers Agreement. Section 13: Enforcement. This section is taken directly from Section 9 of the original Joint Powers Agreement except that it has been amended to provide that in the event of litigatio~ the prevailing ,party will be entitled to an award of attorneys' fees. Section 14: Successors. A paragraph has been added to provide that the Agreement shall be binding upon successors of the parties. Section 15: Severability. This paragraph has been added to provide that if any clause in this Agreement is found to be illegal or unenforceable, the remaining provisions shall remain in effect. SectiOn 16: Miscellaneous. This section has been added to provide that headings are provided for convenience only, that when consent is required it shall not be unreasonably withheld, that the law of the State of California is to be applied, and that the terms of the Agreement may be exercised through operating memoranda as may be adopted by the board from time to time. · ~ ~homas L. Woodruff RLL:lw:D:8/19/81 FIRST AMENDED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE PUBLIC AGENCIES DATA SYSTEM This First Amended Joint Exercise of Powers Agreement, is made and entered into on the effective date hereinafter set forth by and between the CITY OF BREA, a municipal corporation; CITY OF ,'FOUNTAIN VALLEY, a municipal corporation; CITY OF PLACENTIA, a municipal corporation; and CITY.OF TUSTIN, a municipal corporation. ~ITNESSETH: WHEREAS, pursuant to the Joint Exercise of Powers Authorization as set forth in California Government Code Sections 6500 et seq., a Joint Exercise of Powers Authority was established known as Public Agencies Data System (hereinafter referred to as "PADS") by and between the Cities of Anaheim, Brea, Buena Park, Costa Mesa, Fountain Valley, Placentia, Tustin and Westminster, each of which being a municipal corporation situated in the County of' Orange, State of California;.and WHEREAS, by prior action-of the Board of Directors of PADS and the legislative bodies of the member agencies, the Cities of Anaheim, Buena Park, Costa Mesa and Westminster have terminated their participation in the Joint Powers Agreement; and , WHEREAS, since the effective date of the creation of PADS in 1971, numerous revisions have been made in its purpose and scope, and it has been determined by the present members of PADS that it would be in the best interest to amend the Joint Powers Agreement to more accurately reflect the current procedures; and WHEREAS, the signatories to this First Amended Joint Powers Agreement have determined that data processing is of value on an individual and mutual basis and the needs of all of the signatories can best be served by the continuation of a Joint Exercise of Powers Authority; and WHEREAS, it is the desire of the signatories hereto to jointly provide for and maintain data processing services and systems for their mutual advantage and concern. NOW, THEREFORE, for and in consideration of the following promises, covenants and conditions, the parties hereto agree as follows: Section 1: Purpose. This First Amended Joint Powers Agree- ment is made pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State 0f California, commencing with Section 6500, hereinafter referred to as the "Act", relating to the Joint Exercise of Powers common to cities, as political subdivisions of the State of California. The purpose of this agreement is to 'exercise common powers by the providing of data processing services and systems. Such purpose will'be accomplished in said common powers exercise in the manner herein- after set forth and in accordance with the laws of the State of California. Section 2: Powers. PADS shall have the power in'its own name, to make and enter into contracts, to employ agents and employees, to acquire, hold and dispose of property, real and personal, and to incur debts, liabilities or obligations necessary for the accomplishment of its purposes', but no such contract, employment, purchase, debt, liability or obligation shall be --2-- ° binding upon or obligate any member agency except for its share of dues, assessments or charges as authorized by this agreement. PADS shall not have the power of eminent domain or the power to levy taxes. ~6~6~-~: ~m. This agreement shall be in full force and effect from the effective date hereof, which date is the last date of execution of this agreement by the parties hereto, and shall not be terminated except upon the written consent of two-thirds (2/3) of the parties. Withdrawal from this agreement by any individual member agency shall be in accordance with the provisions set forth in Section 4. Secton 4: Withdrawal of Membership. 4.1 Any member agency may withdraw from PADS by notifying PADS in writing prior'to June 1st of any Year of its intention to withdraw as of the following July 1st. In addition, any member agency which does not submit a written commitment as required in Section 8, prior to May 1st of any year, may be declared withdrawn by a majority vote of the Board of Directors. 4.2 Upon any withdrawal, the withdrawing member agency shall continue to be responsible for up to the amount of its written com- mitment then in force and any supplemental obligations approved by the Board before the date the withdrawing agency notified PADS of such agency's withdrawal, such as agreements underwriting the de- velopment of programs or acquisition of equipment and facilities. 4.3 Upon withdrawal of member agencies, this agreement~and PADS shall automatically continue unless terminated by the remaining member agencies. Upon termination, without reinstatement within sixty (60) days, the remaining assets of PADS after payment of all bills and obligations, shall be distributed among the member agencies who had continued as members within the six (6) months prior to such termination of PADS in proportion to their respective interests as determined by the Board of Directors. Section 5: AgencY. 5.1 Creation of Agency. PADS has been created pursuant to Section 6506 of.the Act and is a public entity separate and apart from the member cities. Its debts, liabilities, and obligations do not constitute debts, liabilities and obligations of any party to the agreement. 5.2 Membership. Each public agency to this First Amended Joint Powers Agreement and each public agency which may hereafter be admitted to membership by action of existing members, is a member of PADS and is entitled to the rights and privileges and is.subject to the obligations of membership as provided in this agreement. New members shall be admitted only upon the approval of 'at least two-thirds (2/3) of the members then being parties to the agreement and shall be on such terms and conditions as determined by the Board of Directors of PADS. Membership shall be limited to a public agency within the State of California. 5.3 Governing Board. PADS shall be administered by a governing board consisting'of one (1) person as hereinafter pro- vided, representing each member City, each p~rson serving in an individual capacity as a member of the governing board. Such governing board shall be called the Board of Directors. The legislative body of each member city shall appoint.one of its members in writing as the official representative to the governing Board of Directors. It shall also appoint one or more alternates who may be either other members of its legislative body or its full-time staff, provided, however, that at least one (1) staff alternate shall be designated. All official and alternate members to the governing board shall serve at the pleasure of the appointing public agency. The alternate member shall be entitled to act in place of and in the absence of the official member of the Board of Directors. 5.4 Meetings of the Governing Board. (a) Regular public meetings of the Board of Directors shall be held monthly or at such other frequency as established by resolution of the Board of Directors. Special meetings of the Board of Directors may be called by its Chairman or by the written request of the majority of the members of the Board of Directors. (b) The time, date and location of regular meetings of the Board of Directors'shall be fixed by resolution adopted by the ~ Board. (c) Ralph M. Brown Act. All meetings of the Board, in- c]~ding without limitations, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with-the provisions of the Ralph M. Brown Act (California Government Code Sections 54950 et seq.) (d) Notice of meetings. Notice of regular meetings and special meetings of the Board of Directors shall be given to the official representative and the member agency by the Secretary of PADS, at least five (5) days prior to such meetings a~d an agenda 'for such meetings shall accompany'the notice; however, regular meetings shall not be limited to the matters set forth in such agenda. An emergency special meeting may be called on a 24-hour written or telephonic notice, provided that a waiver of regular -5- notice is signed by a Board member from each member agency before commencing the meeting. Notice shall be given to any newspaper which has filed with the Secretary a written'request~ for such notice of Special Meetings. 5.5 Minutes. The Secretary of the Board shall cause to be kept minutes of the meetings, both regular, adjourned regular and special and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board of each member agency. 5.6 Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. 5.7 Voting. Each member agency shall have one (1) vote. Such-.votes may be cast only in person by the official representa- tive or designated alternate of the member'agency.' No proxy votes or absentee voting shall be permitted. Except~ as specifically p[o.~id~d to the contrary herein, all action taken by the Board of Directors shall be by a simple majority vote of the Board. 5.8 Compensation. Each member of the Board of Directors or his alternate may receive compensation as is approved by Resolution of the Board of Directors. Section 6: Officers. The officers of PADS shall consist of a Chair and Vice Chair, who shall each be members of the Board of Directors, and a Secretary and a Treasurer who shall each be a member of the Board of Directors or a designated staff alternate of a member agency to the Board of Directors. The Treasure.~ shall be the treasurer, officer or employee, of one of the member agencies. 6.1 Election. Officers shall be elected by the Board of Directors at the regular meeting of June of each year for a term of one year. 6.2 Vacancies. A vacancy shall immediately occur upon the resignation or death of any person holding an office in PADS or upon his ceasing to be an officer or employee of any member. agency as required by this Article 6. 6.3 Chair. The Chair shall preside at all meetings of the Board of Directors. 6.4 Vice Chair. The Vice Chair shall preside at all meetings of the Board of Directors in the absence of the Chair. 6.5 Secretary. The Secretary shall keep a record of all of the proceedings and perform the usual functions of such office. 6.6 Treasurer. The Treasurer shall cause such audits and Perform his duties in compliance with Government Code Sections 6505.5 and 6505.6. The Treasurer shall post such bond as the Board of Directors shall deem adequate. ~ Section 7: Personnel. PADS may request from its member agencies the services of such personnel to serve PADS ex-officio as may be reasonably necessary to carrY out this First Amended Joint Powers Agreemment and shall have the power to employ pro- fessional and technical assistance for the performance of this agreement; provided that adequate sources of funds are assured for the payment of such professional and technical services · which are not provided by a party hereto. Section 8: Finances. 8.1 on July 1. 8.2 Fiscal Year. The fiscal year of PADS shall commence Commitment of Member-Agencies. Each year, prior to March 1, the Board of Directors shall approve and submit to each member-agency the tentative Annual Budget. Based on said tentative' budget each member-agency shall by May 1st submit a written com- mi~men~ (on a ~orm provided by the Board o~ Directors) stating that they desire to be a member during the following fiscal year, and they will authorize quarterly payments in advance to PADS for the amount required from their agency to support the tentative budget. 8.3 Budget. The final Annual Budget shall be adopted by the Board of Directors at their regular meeting held in June of each year. 8.4 Charges for Activities. The Board of Directors shal~ have authority to establish the method of charging members, and non-members of PADS amounts sufficient to provide the funds re- quired by the Annual B~dget. In establishing such method, the Board of Directors shall divide the activities of PADS into four or mor~ phases for the purpose of sharing the cost thereof. (1) The first phase shall cover specific planning and system development project costs. (2) The second phase shall be the continuing customer service and software support functions and the costs incidental thereto. (3) The third phase shall cover special service request costs consisting of direct material and services and direct labor plus a burden rate for indirect costs and overheads. (4) The fourth phase shall cover contractual services and sales of hardware and software to non-members w~ich shall include all direct, indirect, overhead and profit margins as established by the Board-. 8.5 Payment of Charges. All charges billed are payable with- in thirty (30) days of the date of billing. Regular billings shall be made thirty (30) days prior to the start of each quarter. Any member agency whose charges have not been paid within sixty (60) days after billing shall not be entitled to further voting privileges, nor to hold any office, nor to use of service or equipment until such time as such charges have been paid in full. In the event such charges have not been paid within ninety (90) days after billing, such member agency shall be deemed to have withdrawn from membership in PADS. 8.6 Limitation. Notwithstanding the provisions of this First Amended Joint Powers Agreement, no contract, employment, debt, liability, or obligation of PADS, voted and approved by the fl~oard of Directors~ shall be binding upon or obligate any membar agency of PADS, if within fifteen (15) days after mailing of a--copy of the tentative minutes showing such vote by the Board of ~{~rectors, ~ny member agency shall, in writing, decline to be b~and to such obligation. Such declination shall constitute notice of withdrawal. Section 9: Audit. The Board of Directors ~ call for an annual audit of the'financial affairs of PADS, to be made by a Certified Public Accountant at the end of each fiscal year in accordance with Government Code Sections 6505.5 and 6505.6 and generally accepted auditing principles. The Annual Report shall be delivered to each member-agency. Section 10: Liability. Except as otherwise provided~by individual contract, pursuant to the provisions of Section 895, et seq., of tSe Government Code of the State of California, each member agency of PADS shall be e~ually liable for the total debt and liability of PADS. To achieve such purpose, each party indemnifies and holds the other parties harmless for any loss, cost or expense that may be imposed upon such other party in excess of such equal liability as provided by Civil Code Section 2778. Section 11: Amendment. This First Amended Joint Powers Agreement may be amended by written agreement of two-thirds or more of the parties hereto. Section 12: Prior Agreements. Upon the effective date hereof the "Joint Powers Agreement" and all prior amendments thereto shall be superseded by this "First Amended Joint Exercise of Powers Agre~ment~Creating the Public Agencies'Data SyStem" . '~ and shall have no further force and effect. Section 13: Enforcement. "PADS is hereby given authority to ~-~force the terms of this First Amended Joint Exercise of Powers Agreement. ShoUld suit be necessary to enforce any of the terms h~reof the prevailing party shall'be entitled to an' awar~ of reasonable attorneys fees together with any other relief as may be awarded by the court. Section 14: Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Section 15: Severability. Should any part, term, or pro- vision of this Agreement be~ decided by the cou~ts to be .illegal or in conflict with any law of the State of California, or otherwise rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. . Section 16: Miscellaneous. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. Whenever in this Agreement any consent or approval is re- quired, the same shall not be unreasonably withheld. This Agreement is made in the State of California, under the Constitution and laws of such state and is to be so construed. To preserve a reasonable degree of flexibility, many parts of this Agreement are stated in general terms. It is understood that there will be operating memoranda consistent with this amended Joint Exercise of Powers Agreement executed and amended from time to time which will further define the rights and obligations of the-parties. Such operating memoranda shall become effective by majority vote of the Board of Directors. IN WITNESS WHEREOF, .the parties hereto have caused this Agree- menT"~o be executed and attested by their proper officers there- unto'duly authorized, and their official seals to be hereto affixed, as of the day and year written hereinafter by the last executing party hereto. DATED: , 1981 CITY OF FOUNTAIN VALLEY, a municipal corporation ATTEST: City. Clerk By Mayor APPROVED AS TO FORM: City Attorney Dated: · 1981 CITY OF TUSTIN, a municipal corporation ATTEST: By Mayor APPROVED AS TO FORM: City Clerk City Attorney DATED: , 1981 CITY OF BREA, a municipal~corporation · ATTEST: By Mayor APPROVED AS TO FORM: DATED: City Clerk , 1981 City Attorney CITY OF PLACENTIA, a municipal corporation ATTEST: City qlerk By Mayor APPROVED AS TO FORM: City Attorney -12-