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RESOLUTICN NO. 81 - 107
A RESOLUTICN OF THE CITY COUNCIL OF THE CITY OF TUSTIN,
TO APPROVE CERTAIN MODIFICATICNS TO THE JOINT POWERS AGREE-
MENT FOR THE PUBLIC AGENCIES DATA SYSTEM.
WHEREAS, the City Council of the City of Tustin, hereinafter referred ho as
Council, authorized participation by the City in the Public Agencies Data
Systems, hereinafter referred to as PADS; 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 amem~
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 document,
providing one vote for member Agency, permitting alternate' to act in place of
designated Director, permitting compensation for Board members, describes
duties of officers, ar~ to make various minor administrative changes tD these
documents; and
WHEREAS, the Board of Directors of PADS has unanimously endorsed these
proposed changes; and
WHEREAS, approval of 3 of the 4 PADS City Councils is required bo effect
changes to the Joint Powers Agreement;
NOW, ~HEREFORE, BE IT RESOLVED 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 ~ at a regular meeting of the City Council of the
City of Tustin held on this 21st day of September, 1981.
ATYEST:
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.
'WITNESSETH:
,
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 mutua.1 advantage and concern.
NOW, THEREFORE, for and in consideration of the following
promises, covenants and conditions, the parties hereto agree as
follows:
S_ection 1: P. urpose. 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 of California,
commencing with Section 6~00, 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
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name, to make and enter into contracts, to employ agents and
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employees, to acquire, hold and dispose of property, real and
personal, and to incur debts, liabilities or obligations neC~'ssary
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for the accomplishment of its purposes, but no such contract,
employment, purchase, debt, liability or obligation shall be
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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.
~66£/6~-~': T6fm. This agreement shall be in full force and
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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: W. ithdra.wal . of Membe..r. ~hip.,.
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
Sec'~ion 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
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continue to be responsible for' up to the amount of its written corn-
mitment then in force and any supplemental obligations approved by
the Board before the date the withdrawing agency notified PADS of
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such agency's withdrawal, such as agreements underwriting the de-
velopment of programs or acquisition of equipment and facilities.
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4.3 Upon withdrawal of member agencies, this agreement; and
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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 pu. blic agency to this First Amended
Joint Powers Agreeme.nt 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
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'is...subject to tho obligations of memborship as provided in this
,.
a~.r..eement. New member~ ~hall bo admit:ted only upon tho approval
'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
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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
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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. Ail 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 th.e...G°verning 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 ~he 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) R.a. lph M.. Brown A.ct. All meetings of the Board, in-
c],]d£ng without limitations, regular, adjourned regular and special
meetings, shall be called, noticed, held and conducted in accordance
woith-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 meet. ings shall accompany the notice; however, regular
meetings shall not be limited to the matters set ~forth in Such
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agenda. ~ emergency special meeting may be called on a 24-hour
-written or telephonic notice, provided ~hat a waiver of regular
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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
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minutes of the meetings, both regular, adjourned regular and special
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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
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constitute a quorum for the transaction of business, .except that
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less than a quorum may adjourn from time to time.
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5.7 Voting. Each member agency shall have one (1) vote.
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Such-..votes may be cast only in person by the official representa-
tire ..or designated alternate of the member' agency.' No proxy votes
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or absentee voting shall be permitted. Except. as specifically
puo.ui.d~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
,
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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
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a Chair and Vice Chair, who shall each be members of the
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Board of Directors, and a Secretary and a Treasurer who shall each be
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a member of the Board of Directors or a designated staff alternate ....
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of a member agency to the Board of Directors. The Treasur~.r.. 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
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upon his ceasing ~o 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
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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
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Per~orm his duties in compliance with Government Code Sections
650..~.5 and 6505.6. The Treasurer shall post such bond as the
Boar~ of 'Directors shall, deem adequate.
Section 7: Personnel. PADS may request from its member
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agencies the services of such personnel to serve PADS ex-officio
as may be reasonably neCes.sary to carr, y Out this First Amended
.
Joint Powors Agreemment and shall have the power to employ pro-
fessional and technical assistance for the performance of this
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agreement; provided that adequate sources of funds are assured
for the payment of such professional and technical services
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· which are not provided by a party hereto.
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Section '8: Finances.
8.1 Fiscal Year. The fiscal year of PADS shall commemce
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on July 1. '
8.2 Commitment of Member-A. gencies. Each year, prior to
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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 corn-
mitment (on a form provided by the Board of 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 shall
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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 Budget. In establishing such mothod, the
Board..of Directors shall divide the activities of PADS into four
or mo.r~ phases for the purpose of sharing the cost thereof.
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(1) The first, phase shall cover spocific 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
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services and direct labor plus a burdon rate for indiroct costs
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and overheads. (4) The fourth phase shall cover contractual
services and sales of hardware and software to non-members which
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shall include all direct, indirect, overhead and profit marg.ins
as established by the Board..
8'.5. Payment of Charges. Ail 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 charg.es 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
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the ~oard of DireCtors~ shall be binding upon or obligate any
member agency of PADS, if within fifteen (15) days after mailing
of a .... ~opy 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.
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Section .9: Audit. The Board of Directors ~ call for
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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.
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Section 10: Liability. Except as otherwise provided ..by
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individual contract, pursuant to the .provisions of Section 895,
et seq., of the Government Code of the State of California,
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each member agency of PADS ~ha.l. 1 be eq, uall¥ l:i.a~le for ~he 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: Amendmeh~. This First Amended Joint Powers
Agreement may be amended by written agreement of two-thirds or
more of the parties hereto.
Section 12: Pr. ior A~reements.. 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 ~revailing 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.
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Section 1.5..: S.everability... Should any part, ~erm, or pro-
vision of this Agreement be ~ decided by the cour. ts to be
illegal or in conflict with any law of the State of California,
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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
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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
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quired, the same shall not be unreasonably withheld.
This Agreement is made in the State of California, under the
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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 stat,ed 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
t~e-parties. Such operating memoranda shall become effective by
maj~i, ty vote of the Board of Directors.
IN WITNESS WHEREOF, .the parties hereto have caused othis 'Agree-
me~'t"'"=o be executed and attested by their proper officers there-
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unto 'duly authorized, and their official seals to be hereto affixed,
as of the day and year written hereinafter by the last executing
party here to.
DATED: , 1981
CITY OF FOUNTAIN VALLEY,
a municipal corporation
ATTEST:
City. Clerk
By
Mayor
APPROVED AS TO FORM:
City AttorneY '
Dated: September 21
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1981
CITY OF TUSTIN,
a municipal corporation
By ,
ATTEST:
AP
~ ~,/~' City Attorney
DATED:
, 19'81
CITY OF BREA,
a municipal -corporation
By
il 1., 11 i ,
Mayor
APPROVED AS TO FORM:
----=--t i ~'y c~ er~
' C~-tY ~[~'tO~rney " '
DATED:
1981
CITY' OF PLACENTIA,
a municipal corporation
By
. Mayor
ATTEST:
APPROVED AS TO FORM:
City C.l~r~
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.... city' Attorney .....
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF TUSTIN )
MARY E. WYNN, City Clerk and ex-officio Clerk of the City Council of the City of
Tustin, California, does hereby certifY that the whole number of the members, of
the City Council of the City of Tustin is five; that the above and foregoing
Resolution No. 81-10____~7 was duly and regularly introduced, passed and adopted at a
regular meeting of the City Council held on the 2.1st day of Septe.mber, ~981 by the
following vote:
AYES : COUNCILPERSONS: Sharp, Hoesterey, Edgar, Kennedy, Saltarelli
NOES : COUNCILPERSONS: None
ABSENT: COUNCILPERSONS: None
MARY E. WYNN, Cit~lerk
City of Tustin, C~lifornia