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1989-114-Execute The Amendment To The Joint Powers Agreement With The Cities Of Monte Sereno And Saratoga A Community Transit Services AgencyRESOLUTION 1989 -114 RESOLUTION AUTHORIZING THE TOWN MANAGER TO EXECUTE THE AMENDMENT TO THE JOINT POWERS AGREEMENT WITH THE CITIES OF MONTE SERENO AND SARATOGA A COMMUNITY TRANSIT SERVICES AGENCY BE IT RESOLVED, that the Town Council of the Town of Los Gatos does hereby authorize the Town Manager to execute the amendment entitled "AMENDMENT TO THE JOINT EXERCISE OF POWERS AGREEMENT AMONG THE CITIES OF SARATOGA AND MONTE SERENO AND THE TOWN OF LOS GATOS CREATING THE TRANSIT ASSIST JOINT POWERS AGENCY, A COMMUNITY TRANSIT SERVICE AGENCY" on behalf of the Town Council of the Town of Los Gatos (a copy of the amendment is attached as Exhibit A.) PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 19th day of June, 1989, by the following vote: AYES: COUNCILMEMBERS: Thomas J. Ferrito, Robert L. Hamilton, Brent N. Ventura NOES: COUNCILMEMBERS: None ABSTAIN: COUNCILMEMBERS None ABSENT: COUNCILMEMBER: Eric D. Carlson SIGNED: A r r t .rF Pr ;pv r'MAYOR OF THE TOWN"OF LOS GATOS ATTEST: % F CLERK OF THE TOWN OF Lb GATOS A: \cnC1rpts \1982- 69.RE5 CPY RESOLUTION NO. 1189 O� 5 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF THE AMENDMENT TO THE JOINT POWERS AGREEMENT WITH THE CITIES OF MONTE SERENO AND SARATOGA A COMMUNITY TRANSIT SERVICES AGENCYAND THE TOWN OF LOS GATOS A COMMUNITY TRANSIT SERVICES AGENCY RESOLVED, by the City Council of the City of Monte Sereno, County of Santa Clara, State of California, that 1 HEREAS, the City Council of the City of Monte Sereno has read and considered that certain "AMENDMENT TO THE JOINT EXERCISE OF POWERS AGREEMENT AMONG THE CITIES OF SARATOGA AND MONTE SERENO AND THE TOWN OF LOS GATOS CREATING THE TRANSIT ASSIST JOINT POWERS AGENCY, A COMMUNITY TRANSIT SERVICE AGENCY," herein called the °Amendment Agreement," between the City of Monte Sereno and the respective City and Town named above, concerning responsibility for day to day program operation by Los Gatos, payment of costs and who may provide liability insurance coverage, among others. NOW, THEREFORE, IT IS HEREBY FOUND, ORDERED AND DETERMINED as follows: 1. Public interest and convenience require the entering into of the Amendment Agreement, and the City of Monte Sereno hereby approves the hereinabove- described Agreement. 2, The City of Monte Sereno shall enter into, and the Mayor and City Clerk of the City of Monte Sereno be, and they and each of them hereby is authorized and directed on behalf of said City, respectively, to execute and attest the Amendment Agreement. REGULARLY passed and adopted this 10th day of July, 1989. ATTEST: lG r C CLERK 070589 N BY —� ^ ' , MAYOR PRO TEm Tl;e #rre )c.' j instrument is ,4 tdtre,t Co,#$p cf ttw orieir.a! en i;h in Ciis office ray rur^ac'o C4 C cr!" of +iia City of Monts ".&try .By --77 Dated _ 7LI(ZSI — .MEETL','G OF THE CITY COUNCI- JUNE 21, 1989 Page 7 COMMUNICATIONS FROM THE PUBLIC AND THE COMMISSIONS Continued 5) Janice Morgan, 20120 Williamsburg Lane, requesting relaxation of watering hours for Bamboo Park '^ Councilmember Clevenger felt none would object to a relaxation of the wateringg hours to fit the schedule of the volunteers; she thought the exemption should be applied to all of Hakone Gardens. Councilmember Moyles agreed and added that the method of watering the gardens was not the wasteful type the Ordinance was designed to prevent. PETERSON /CLEVENGERMOVED TO EXEMPT HAKONE GARDENS FROM RESTRIC- TIONS ON WATERING HOURS. Passed 5 -0, Councilmember Moyles reported on a recent Meeting of the Hakone Gardens Board of Trustees; the Trustees wished to amend the current agreement with the City. Mr. Henry Yamate, Trustee, Hakone Foundation, provided a status report on the rental monies collected from the use of Hakone Gardens; these funds may be needed in order to obtain a match- ing grant. He asked that the invoicing be held in abeyance until the August 22, 1989, Meeting. PETERSON/MOYLES MOVED TO DIRECT STAFF TO HOLD IN ABEYANCE THE INVOIC- ING OF HAKONE FOUNDATION UNTIL THE AUGUST 22, 1989, MEETING. Passed 5 -0. 6. OLD BUSINESS: None. 7. NEW BUSINESS: A. Master Meeting Calendar for July 1989 through July 1990 PETERSON/MOYLES MOVED TO ADOPT THE MASTER MEETING CALENDAR - CITY COUNCIL JULY 1, 1989 - JUNE 30 1990, CANCELLING THE JULY 19, AND AUGUST l6 1989, MEETINGS. Passed 5 -0. B. City Engineering Services Agceemem - Willdan Associates E AGREEMENT N MOVED TO AUTHORIZE THE CITY MANAGER TO EXECUTE AN AG W AG REEME Passed 5.0. WI -LDAN ASSOCIATES FOR CITY ENGINEERING SERVICES. C. Ameddinen[ to Transit Assist Joint Powers Agreement and Saratoga Indemnity Agreement CLEVENGER/MOYLES MOVED APPROVAL OF AN AMENDMENT TO JOINT POWERS AGREEMENT AND INDEMNITY AGREEMENT AND AUTHORIZATION FOR CITY MANAGER TO EXECUTE THE SAME. Passed 5 -0. D. Publicity for Upcoming Hearing - Reversion to Acreage (Shonim) Consensus cached to accept Staff Recommendation for the Publicity for the Upcoming Hearing. 9. CITY COUNCIL, ITEMS: A- Reports from Individual Councilmembers Mayor Anderson repotted on the recent Meeting of the West Valley Sanitation District 4. ADJOLt�NT• The Meeting of the City Council was adjourned at 10:45 EM.to a Closed Sessan rn personnel. c antening Mayor Ancleraon announced the appointaent of Gillian 14ran to the ' Cam"saron- 'the nee" was adjourryad at 11:30 p.m. Ily mi[ Carol A Probst Caughey / THIS IS TO CERTIFY THAT THE WITHIN IN- STRUMENT IS A TRUE AND CORRECT COPY OF THE ORIGINAL ON FILE IN THIS OFFICE. / � C ATTEST 19 CITY CLERK OF THE CITY, OF SARATOGA BY DEPUTY CITY CL RK A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRANSIT ASSIST JOINT POWERS AGENCY APPROVING AN INDEMNITY AGREEMENT WITH THE CITY OF SARATOGA WHEREAS, the Section 6, Paragraph S(b) of the Joint Powers Agreement, as amended, provides that any member of the Agency may furnish liability insurance coverage for the operations of the Transit Assist program, subject to approval by the Board of Directors of the Transit Assist JPA; and WHEREAS, the City of Saratoga has offered to provide liability insurance coverage for the Transit Assist program through the execution of an Indemnity Agreement between the Transit Assist JPA and the City of Saratoga, in the form of Exhibit "A" attached hereto and made a part hereof; and WHEREAS, the proposed Indemnity Agreement has been reviewed by the Board of Directors and found to be satisfactory as to form and substance, NOW, THEREFORE, be it resolved by the Board of Directors of the Transit Assist Joint Powers Agency that the Indemnity Agreement between the City of Saratoga and the Transit Assist JPA, in the form of Exhibit "A" attached hereto, be and the same hereby is approved and the Chair of the Transit Assist JPA is hereby authorized and directed to execute such agreement for and on behalf and in the name of the Agency. PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Transit Assist Joint Powers Agency held on the 24 day of July 1989, by the following vote: AYES: NOES: ABSENT: Barbara Winckler, Chair ATTEST: A: \Trans /t.Ast \TAJPA.AGR INDEMNITY AGREEMENT THIS AGREEMENT, dated July 24 1989, by and between TRANSIT ASSIST JOINT POWERS AGENCY °Transit ASSIST JPA ") and THE CITY OF SARATOGA, a municipal corporation ( "Saratoga "), is made with reference to the following facts: A. Transit ASSIST JPA is a joint powers community transit service agency established pursuant to a Joint Exercise of Powers Agreement (the "JPA Agreement ") by and between the Cities of Saratoga and Monte Sereno and the Town of Los Gatos ( "the Cities "). B. Under the terms of the JPA Agreement, as amended, any of the Cities may provide liability insurance coverage for the Transit Assist program, subject to approval of the arrangement by the Transit ASSIST JPA Board of Directors. D. Saratoga has offered to furnish insurance coverage to Transit ASSIST JPA by indemnifying the agency and the Cities against liability arising from the operation of the Transit Assist program, for which Saratoga will maintain, at its own expense, a contractual liability endorsement to its insurance agreement with the ABAG PLAN corporation. E. The parties have determined that the arrangement offered by Saratoga is the most cost effective method of obtaining liability insurance coverage for the Transit Assist program. NOW, THEREFORE, it is agreed as follows: L Subject to the terms and limitations set forth in this Agreement, Saratoga does hereby agree to indemnify, defend and hold harmless the Transit ASSIST JPA and the Cities from and against any and all claims, demands, causes of action, and liabilities arising from any negligent act or omission committed by any employee, agent or volunteer of the Transit ASSIST JPA related in any way to the administration or operation of the Transit Assist program. 2. In the event Saratoga's insurance carrier, the ABAG PLAN Corporation, does not issue a contractual liability endorsement to Saratoga's insurance contract providing coverage for this agreement to indemnify and defend the Transit ASSIST JPA and the Cities, or in the event such contractual liability endorsement is issued and thereafter cancelled, Saratoga may terminate this Agreement by giving written notice to the Transit ASSIST JPA. 3. The liability of Saratoga to indemnify, defend and hold the Transit ASSIST JPA and the Cities harmless is expressly declared to be limited to the scope and amount of insurance coverage provided to Saratoga under the contractual liability endorsement to its insurance contract with the ABAG PLAN Corporation. Under no circumstances shall Saratoga be deemed to have assumed, by virtue of this Agreement, any liability for the defense or payment of any uninsured loss, claim or damage arising from or relating to the administration or operation of the Transit Assist program. -1- 4. If acceptable to the ABAG PLAN Corporation, Saratoga shall include in its insurance contract a cross liability endorsement providing for a waiver by the carrier of any right of indemnity or contribution from the Transit ASSIST JPA or the Cities, including their respective officers, agents and employees. 5. With respect to the payment of any claim under this Indemnity Agreement, it is understood and agreed that the self- insured retention amount charged to Saratoga under its insurance contract with the ABAG PLAN Corporation shall constitute a Transit Assist program expense and shall be paid by the Transit ASSIST JPA promptly upon submission of a request for payment by Saratoga, accompanied by a copy of the billing for the self insured retention amount sent by the ABAG PLAN Corporation to Saratoga. 6. Saratoga agrees to pay any additional premium charged to it by the ABAG PLAN Corporation for issuance of the contractual liability endorsement to Saratoga's insurance contract. In the event the insurance premium charged to Saratoga by the ABAG PLAN Corporation is increased as a result of a liability claim paid by the carrier relating to the Transit Assist program, the amount of such increase attributable to the claim shall constitute a program expense and shall be reimbursed to Saratoga by the Transit ASSIST JPA. Such reimbursement shall continue to be made until the additional premium is no longer being charged to Saratoga by the ABAG PLAN Corporation and shall not be affected by any prior cancellation or termination of this Agreement. 7. In addition to the right of termination set forth in Paragraph 2 above, Saratoga may terminate this Agreement at any time by giving ninety (90) days prior written notice to the Transit ASSIST JPA. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. TRANSIT ASSIST JOINT POWERS AGENCY By: e/ i ///z� 1� -z,j Attest: / i (arI,CCVU� CITY OF SARATOGA By ^ L i Attest: �CR� -2- AMENDMENT TO THE JOINT EXERCISE OF POWERS AGREEMENT AMONG THE CITIES OF SARATOGA, MONTE SERENO AND THE TOWN OF LOS GATOS CREATING THE TRANSIT ASSIST JOINT POWERS AGREEMENT, A COMMUNITY TRANSIT SERVICE AGENCY This AMENDMENT TO AGREEMENT is entered into this day of 1989, by and between the cities of Monte Sereno, Saratoga and the TOWN OF LOS GATOS, municipal corporations. WHEREAS, the cities of Saratoga and Monte Sereno and the Town of Los Gatos have executed an Agreement entitled "JOINT EXERCISE OF POWERS AGREEMENT AMONG THE CITIES OF SARATOGA, MONTE SERENO AND THE TOWN OF LOS GATOS CREATING THE TRANSIT ASSIST JOINT POWERS AGREEMENT, A COMMUNITY TRANSIT SERVICE AGENCY" on May 4 of 1982; and WHEREAS, the parties desire to amend the Agreement as hereinafter set forth. IT IS THEREFORE AGREED by the parties as follows: 1. Section 1, second paragraph of the original Agreement is amended to read as follows: This Agreement is further made pursuant to the Transportation Development Act (California) and Article 4.5 (Public Utilities Code Section 99275 et seq.) thereof. 2. Section 6, Paragraph (5) of the original Agreement is amended to read as follows: a. Los Gatos will be primarily responsible for day -to- day program operation and shall be reimbursed for its expenses of program operation. Should program expenditures exceed the total amount of available funding and no other sources of transit funding is available, the over expenditure(s) shall be paid by JPA participants in a ratio equal to the number of their respective, registered program participants calculated at the end of a fiscal year. b. Any City can provide liability insurance coverage for all operations of the transit system, insuring the Cities and Transit ASSIST JPA against the acts and omissions MM of the program staff and /or volunteers related in any way to the operation of the transit system. The liability insurance coverage can be procured through the purchase of an insurance policy directly insuring the Transit ASSIST JPA, or the addition of the Transit ASSIST JPA to a City's existing insurance policy, or a contractual liability endorsement to a City's existing insurance policy or any other arrangement approved by the Transit ASSIST JPA board of directors. In all events, the insurance coverage shall include cross liability endorsements and will provide that the carrier will not have rights of indemnity or contribution from the Cities and the Transit ASSIST JPA, including their officers, agents and employees. If the insurance coverage secured by the city has a deductible provision, that deductible amount shall be treated as a program expense as stated in this paragraph. 3. Section 6, Paragraph (11) of the original Agreement is amended to read as follows: 11. Los Gatos will provide office space in its Downtown Neighborhood Center for program administration. 4. Section 6, Paragraph (13) of the original Agreement is amended to read as follows: 13. Los Gatos will be reimbursed from the TDA 4.5 money for its expense incurred in performing those services that directly relate to the provision of system service(s) , and, if it elects to request reimbursement, for providing the office space in the Downtown Neighborhood Center as described in paragraph 11, but not for the storage space described in paragraph 12. Reimbursement for tires, parts, contracted services, gasoline and lubricants will be at cost. Reimbursement for providing the office space will equal the reasonable rental value of the space. 5. Section 6 Paragraph (17) of the original Agreement is amended to read as follows: 17. Transit Assist Program staff shall be Town of Los Gatos employees. The Town recognizes that Transportation Development Act Article 4.5 funds are used for this program, and will comply with all State and Federal requirements concerning nondiscrimination in hiring and retention of employees. -3- 6. Section 6 Paragraph (18) of the original Agreement is amended to read as follows: 18. The Transit Assist Program shall operate from 8:00 a.m. to 5:00 p.m. Mondays through Fridays, except on the following holidays: January 1 Third Monday in January Third Monday in February Last Monday in May July 4 First Monday in September Thanksgiving Day Friday following Thanksgiving Half -day on December 24 December 25 Half -day on December 31 7. Section 6 Paragraph (19) of the original Agreement is amended to read as follows: 19. The van component's primary service area lies within and is bound by the sphere of influence of Los Gatos, Saratoga, and Monte Sereno. The sphere of influence consists of the incorporated areas of the three geographically contiguous cities as well as the unincorporated islands and mountain areas. The preceding defines the service area in which eligible clients reside and is referred to as "Service Area 1.11 "Service Area 211, is that area which lies outside of Service Area 1 but within approximately a ten mile radius of the geographical center of Service Area 1. Clients may be transported to locations within Service Area 2 for medical /rehabilitation, mental health, and necessary legal appointments only. This supercedes Exhibit A to the original Agreement and shall be operational within those areas shown on the map which is attached to this Agreement marked Exhibit A.1. 8. Section 6 Paragraph (21) of the original Agreement is amended to read as follows: -4- 21. Transit Assist will not charge its passengers cash for rides and will provide service only in exchange for tickets; one ticket for each one -way trip within area (1) and two tickets for each one -way trip that begins or ends in area (2). Ticket prices are determined on a sliding scale based on client income. 9. Section 6 Paragraph (26) of the original Agreement is amended to read as follows: 26. The Town of Los Gatos will provide normal expendable office supplies such as, but not limited to, stationery, postage and advertising on a reimbursable dollar- for - dollar basis, for Assist Program operation. The Transit Assist Program shall keep its expenses within the line items set forth in the Town of Los Gatos operating financial budget. This supersedes Exhibit B to the original Agreement. 10. The terms and conditions of the original Agreement, except as herein amended, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement on the date written above, effective July 1, 1989. APPROVED AS TO FORM: Jo , ge ,,Town Attorney ATTEST: V �'� j cea A_�l Town Clerk, Town of os Gatos TOWN OF LOS GATOS Deborah Swartfag i Town Manager l -5- ATTEST: City Clerk, City of Saratoga ATTEST: C'ty, C1 k, y of Monte Sereno A: \CONCLRPTS \AMENDJPA.RES CITY OF S TOGA Ablt'� �2�►0��- harry eacock City Manager CITY MONTE SER�EI� Rosemary Pier #e City Manager ' XHIBIT A.1 OSTIDSS LD= OF MU370OUTIM EXHIBIT A.1 OKT.OSSS MICISLE LOS G&TW, SASAN". AID MMM SUM USIDSSTTS Tuna A.S.S.I.S.T. — 015MINTS TS SAADSD PISA AM CIYSC>D $4.00 TCl LOCAL TWS YID S4.00 FOR RIM WTSIDS Ti TO TMIZZ CM LnM- (TMS IS A P00P0.= CS ma.. WUXW d. Too COST ►Ct SL2CIDLL CLIENTS LS TU SAM VICAN 'SS CS' LOCATION WIPIf nm TSIIE CLT1fS ... $2.00 TOR LOGY. Two ADD $4.00 MD. 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