7567RESOLUTION NO. 7.567 122
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'o A RESOLUTION PROVIDING FOR AMENDMENTS TO
O 3 THE CENTRAL ARKANSAS TRANSIT AUTHORITY
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4 AGREEMENT AND AUTHORIZING ITS EXECUTION.
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41M 6 WHEREAS, the Little Rock Board of Directors desires to enter
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0 b 7 into an agreement for a newly created Central Arkansas Transit
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0 r. Authority to be governed by an eleven member Board.
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.1. 10 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
xix 11 THE CITY OF LITTLE ROCK, ARKANSAS:
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.M r SECTION 1. Resolution No. 7,545 previously passed by the
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ICI 14 Board of Directors is hereby amended where appropriate per the
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%D, SECTION 2. The Mayor of Little Rock is hereby authorized to
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L 18 enter into said agreement on behalf of the City of Little Rock.
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19 ADOPTED: March 5, 1986
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0 21 ATTEST: APPROV
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CITY CLERK JAN, CZECH MAYOR TFOMAS A. PRINCE
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24 :RK P ED A F R .
25 ___________ 26 ST A, CITY ATTORNEY
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City of Little Rock I
Mark Stodola
City Attorney
City Hall
Markham at Broadway
Little Rock, Arkansas 72201 33 501/371 -4527
M E M O R A N D U M See Res. #7,567
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TO: MEMBERS OF THE TRANSIT POLICY BOARD
AND PROPOSED���� I NATORIES
FROM: MARK STODOI,��
CITY ATTOR
RE: FINAL DRAFT - CATA AGREEMENT
DATE: MARCH 3, 1986
Based on the last draft of the CATA Agreement, which you recently
received, a few minor changes have been proposed. Therefore,
please find enclosed a final draft of the CATA Agreement.
Director Villines intends to introduce this for passage at the
Little Rock Board of Directors' meeting on Wednesday, March 5,
1986, and has asked that you notify us with the earliest date of
anticipated passage by your governing body. After everyone has
approved this document, we will be happy to coordinate the
signing of an original.
The only two changes of substance are as follows:
1.01 Establishment
The change in this section provides the governing body the
option of approving the agreement by resolution or ordinance.
1.05 Voting
The change in this section provides establishing a quorum by
a "majority" for the purposes of voting on procedural matters.
Please note all of the other voting requirements remain the same
as previously indicated. (See Sections 2.02, 3.02, and 6.04).
There are approximately 4 other minor changes in semantics which
I have taken the liberty to correct.
Should you have any questions, please do not hesitate to contact
me. Looking forward to hearing from you soon.
MS: lm
Enclosure
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See Res.. #7,567
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A G R E E M E N T
Pursuant to Act 424 of 1981, this Agreement is entered into
by and between the Arkansas cities and county listed herein: the
City of Little Rock; the City of North Little Rock; the City of
Cammack Village; the City of Maumelle; the City of Sherwood; the
City of Jacksonville; and the County of Pulaski. The purpose of
this Agreement is to establish a public transit system within the
boundaries of Pulaski County that will efficiently serve the
citizens of the governmental entities that are a party to this
Agreement. The terms of this Agreement are set forth below.
DEFINITIONS
"BOARD" is the Board of Directors of CATA. The Board shall
have the powers enumerated in Article I of this
Agreement.
"CATA" is the Central Arkansas Transit Authority. The
Authority is comprised of signatories to this Agreement
that have entered into a contractual relationship
creating a public authority responsible for the
planning, maintenance and operation of a mass transit
system operatinq within the geographical boundaries of
Pulaski County, Arkansas.
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ARTICLE I
BOARD OF DIRECTORS
1.01 Establishment
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The parties to this Agreement will approve by resolution or
ordinance their desire to establish CATA and further, to affirm
their participation and membership in CATA. These resolutions
and ordinances will also affirm that CATA shall be managed and
controlled by an eleven members Board of Directors.
1.02 Powers
The Board shall have the authority:
° (a) To select a Chairman, Vice- Chairma_n,.and Secretary
as officers of the Board, in accordance with the provisions of
the bylaws;
(b) To manage and control CATA, its property,
operation, business, and affairs;
(c) To make and adopt all necessary bylaws, rules and
regulations for its organization and operations not inconsistent
with law;
(d) To elect officers, to appoint committees and to
employ and fix the compensation for personnel necessary for its
operations;
(e) To enter into contracts with any person,
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governmental department, firm or corporation including both
public and private corporations, and generally to do any and all
things necessary or convenient for the purpose of acquiring,
owning, equipping, leasing, licensing, and constructing,
maintaining, improving, extending, financing, operating and
governing a surface transit system covering all publicly owned
transportation service within the geographic boundaries of
Pulaski County, Arkansas;
(f) To delegate any authority given to it by law to
any of its officers, committees, agents and employees;
(g) To apply for, receive and use grants -in -aid,
aporooriated funds, donations and contributions from any source
or sources, including but not limited to the federal government
and any agencv thereof, and the Arkansas State Highway and
Transportation Department, State of Arkansas and any agency.
thereof, and to accept and use bequests, devises, gifts and
donations from any person, firm or corporation;
(h) To acquire lands and hold title thereto in its own
name;
(i) To acquire, own, hold, lease, sell, encumber,
dispose of or otherwise deal in and with any facilities or
proper *_v, real, oersonal or mixed, wherever located;
(j) To constitute the authority or a committee thereof
as improvement district commissioners and to create and operate
an improvement district, composed of the area encompassed within
the Jurisdictions of the participating governing bodies, if said
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creation and operation is consistent with procedures established
by the laws of this State for the creation and operation of
municipal improvement districts; provided that such creation is
approved by a two -third (2/3) majority of the members of the
Board; and, further, provided that prior to creation of said
improvement district the members of CATA will return to their
respective governing bodies for approval;
(k) To borrow money and execute and deliver
negotiable notes, mortgage bonds, other bonds, debentures and
either evidences of indebtedness therefor, and give such security
therefor as shall be requisite, including giving a mortgage or
deed of trust on its properties and facilities in connection with
the issuance of mortgage bonds;
(1) To raise funds by the issuance and sale of revenue
bonds in the manner and according to the terms set.forth therein;
(m) To expend its funds in the execution of the powers
and authorities herein given and to invest and reinvest any of
its funds pending need therefor;
(n) To apply for, receive and use loans, grants,
donations, technical assistance and contributions from any other
regional or area transit authorities or commissions that may be
established and any agency of the federal government or the State
of Arkansas;
(o) To enforce all rules, regulations and statutes
relating to the transit system;
(p) To plan, establish, develop, construct, enlarge,
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imorove, maintain, equip, operate and regulate the system and
facilities and auxiliary services.
(q) To take such other action, not inconsistent with
law, as may be necessary or desirable to carry out the powers and
authorities conferred to it, or may in the future be conferred to
it, by the participating governmental entities acting in
accordance with Act 424 of 1981, as amended.
1.03 Membership
The eleven members of the Board shall be selected as
follows, in accordance with the provisions of Section 5 of Act
424 of 1981:
(a) Three members shall be selected by the Board of
Directors of Little Rock;
(b) Two members shall be selected by the Mayor of
North'Little Rock;
(c) Two members shall be selected by the County Judqe
of Pulaski County;
(d) One member shall be selected by the Mayor of
Cammack village;
(e) One member shall be selected by the Mayor of
Jacksonville;
(f) One member shall be selected by the Board of
Directors of Maumelle;
(q) One member shall be selected by the Mayor of
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Sherwood.
1.04 Term of Office
( a ) One member selected by Little Rock, one member
selected by North Little Rock., one member selected by Pulaski
County, and the member selected by Cammack Village shall
initially be appointed for a term of one year. The successors of
these members shall be selected for a four year term in
accordance with the provisions of this section and the bylaws
adopted by the Board;
(b) One member selected by Little Rock, one member
selected by North Little Rock, one member selected by Pulaski
County, and the member selected by Jacksonville, shall initially
be appointed for a term of two years. The successors of these
members shall be selected for a four year term in accordance with
the provisions of this section and the bylaws adopted by the
Board;
(c) One member selected by Little Rock and the members
selected by Maumelle and Sherwood shall initially be appointed
for a term of three years. The successors of these members shall
be selected for a four year term in accordance with the
provisions of this section and the bylaws adopted by the Board;
(d) The appointment of successors shall be in
accordance with the bylaws adopted by the Board after its
initial meeting. If the bylaws are not properly adopted by the
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time a successor appointment is required, anv successor will be
a000inted in accordance with the provisions of Section 6 of Act
424 of 1981. Except for the terms of initial Board members set
forth above, the normal term of a Board member shall be four
years. The governing body of the municipal entity represented by
a particular Board member, regardless of the terms of the bylaws,
shall have the absolute right to accept or reject its
representative successor member on the Board. This acceptance or
rejection will be accomplished by formal resolution of the
governing body in question, which shall be forwarded to the
Secretary of the Board and made a part of the official records of
CATA;
(e) Members, unless they resign, shall continue to
serve on the Board as voting members until a successor has been
chosen and qualified.
1.05 Voting
Each member of the Board shall
questions before the Board. Subject
Sections 2.02, 3.02 and 6.04 hereof, an
majority of all members present_ and voting
Board action. No vote shall be taken un
of a majority of the Board is present.
1.06 Compensation
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have one vote on all
to the provisions of
affirmative vote of the
shall be required for
Less a quorum consisting
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No member of the Board shall receive any compensation,
whether in the form of salary, per diem allowance or otherwise,
for or in connection with services as a Board member. Each
member however, be entitled to reimbursement by CATA for any
necessary expenditures in connection with the performance of his
general duties as such member.
1.07 Qualifications
A member of the Board shall be qualified if that member is
an elector within the jurisdictional boundaries of CATA. A
member does not have to be a bona fide resident. of the
governmental entity the member is selected to represent unless
such a requirement is imposed by ordinance.... resolution, or
custom, policy and practice of that governmental entity. No
member of the Board shall hold any elected public office."
ARTICLE II
ASSETS
2.01 Initial Assets
The initial assets of CATA shall include all properties
transferred to it by the former governmental entities that
comprised the Central Arkansas Transit System (Little Rock, North
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Little Rock, Pulaski County). In the event of dissolution of
this Agreement, as set forth in Article IV, these entities shall
be entitled to recover their proportionate share of these initial
assets before division of any other assets.
2.02 Appropriations
All members of CATA will be required to make annual funding
appropriations to CATA for purposes of its operation in such
amounts as shall be determined annually by the Board upon the
affirmative vote of ten (10) of its members. The criteria for
such determination shall be set forth in the bylaws of CATA.
2.03 Failure to Appropriate
Anv governmental entity that fails to make an appropriation
will be subject to the remedies set forth in Article V.
ARTICLE III
TERM OF THE AGREEMENT
3.01 Term
This agreement shall be effective from the date that the
Mayor, City Manager, or County Judge of the participating
governmental entities execute this Agreement and shall expire on
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December 31, 1989 unless the Agreement is terminated as set forth
below.
3.02 Termination of the Agreement
( a ) This agreement is voluntarily terminated when
two - thirds of the members of the Board, upon proper resolution
and instruction from the participating governmental entities,
vote to dissolve the Agreement or its term shall expire.
(b) This agreement is involuntarily terminated when:
(i) As a result of a change in legislation,
constitutional amendment, or decision from a court of last
resort, it is determined that the participating governmental
entities no longer possess the authority to participate in such
agreements; or
(ii) An action is filed by the Board in the
bankruptcy courts of the United States.
ARTICLE IV
DISTRIBUTION OF ASSETS UPON DISSOLUTION
4.01 Accounting
Upon a decision to voluntarily or involuntarily dissolve
this Agreement, a complete audit conducted by a bonded accounting
firm acceptable to a majority of the eligible governmental
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entities involved in the Agreement will be conducted. If a
majority of the eligible governmental entities cannot agree on a
bonded accounting firm, the names of those firms suggested will
be submitted to a vote of all the governing councils of the
eligible entities, and the firm receiving the most votes will be
selected.
4.02 Initial Distribution of Assets
After all claims to the federal government and any other
creditor have been paid, then the three governmental entities
that contributed the initial assets to CATA will receive the
assets equal to those initial contributions. If there are
insufficient assets to cover such a contribution, then a
proportional share of the assets will be distributed to these
three entities: Little Rock - 508, North Little Rock - 258,
Pulaski County - 258.
4.03 Proportional Distribution
After all distributions have been made as required in
Section 4.02 of this Agreement_, then all remaining assets will be
divided proportionally in accordance with the appropriations that
have been made by the eligible participating governmental
entities.
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4.04 Method of Making Distribution
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The distributions shall be made by liquidating assets and
distributing cash payments, or if two - thirds of the eligible
parties agree, by distributing the physical assets of CATA, or by
a combination thereof.
4.05 Compliance with Bankruptcy Code
Nothing in this Article is to suggest that a distribution of
assets will occur that violates any provision of Title 11 of the
United states Code concerning municipal bankruptcies.
ARTICLE V
REMEDIES FOR FAILURE TO APPROPRIATE,.
5.01 Remedies
( a ) Failure of a governmental entity to make a
proportionate appropriation within thirty (30) days of the date
it is due shall cause that entity to forfeit its membership on
the Board, and its right to claim an interest in any part of the
assets, and will result in the cancellation of any routes
operating within its jurisdiction.
(b) Notwithstanding any other provision of this Agreement,
if a governmental entity is declared to have forfeited its rights
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under this Agreement, it can be reinstated to full membership
privileges by:
(i) Being voted full membership rights by the
unanimous consent of the remaining Board members, and;
(ii) Paying its proportionate appropriations to CATA,
or by paying an amount unanimously agreed by the parties to be a
fair settlement of all claims; in no event shall this alternative
amount exceed the past due proportionate appropriation due.
ARTICLE VI
MISCELLANEOUS
6.01 Annual Audit
A complete audit of the assests, revenues,. aad expenses of
the Authority shall be conducted annually, at the expense of the
Board, by a bonded accounting firm acceptable to a majority of
the eligible governmental entities involved in the Agreement. If
• majority of the eligible governmental entities cannot agree on
• bonded accounting firm, the names of those firms suggested will
be submitted to a vote of all the governing councils of the
eligible entities, and the firm receiving the mos*_'votes will be
selected.
6.02 Necessary Parties
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All notices required to be given to CATA will be provided to
the Secretary of the Board, and by it forwarded to all necessary
parties.
6.03 Agreement
This agreement is fully contained within this document. Any
amendments to this agreement must be made in writing and must be
consented to unanimously by all eligible governmental entities.
For purposes of execution of this Agreement, all originally
executed conies shall be deemed an original for all purposes of
authentication or certification.
6.04 Bylaws
Initial Bylaws for CATA shall be adopted within ninety (90)
days from the date of this Agreement by an affirmative vote of
eight (8) of the members of the Board containing such provisions
as shall be required or permitted by law. The Bylaws of CATA
shall be amended only upon the affirmative vote of eight (8) of
the members of the Board.
WHEREUPON, the below listed parties set their hands and
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seals this day of , 1986.
MAYOR, LITTLE ROCK MAYOR, NORTH LITTLE ROCK
BY THE AUTHORITY OF BY THE AUTHORITY OF
RESOLUTION NO. RESOLUTION NO.
COUNTY JUDGE, PULASKI COUNTY MAYOR, CAMMACK VILLAGE
BY THE AUTHORITY OF BY THE AUTHORITY OF
RESOLUTION NO. RESOLUTION NO.
MAYOR, JACKSONVILLE MAYOR, MAUMELLE
BY THE AUTHORITY OF BY THE AUTHORITY OF
RESOLUTION NO. RESOLUTION NO.
MAYOR, SHERWOOD
BY THE AUTHORITY OF
RESOLUTION NO.
COUNTY OF PULASKI)
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STATE OF ARKANSAS)
SUBSCRIBED and sworn to before me this day
of , 1986.
My Commission Expires:
(Seal)
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