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HomeMy WebLinkAboutMetro Cities Fire Authority - 1996-05-20Dept. ID FD13 004 Page 1 of 2 Meeting Date: 6/3/2013 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 6/3/2013 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Patrick McIntosh, Fire Chief SUBJECT: Approve and authorize execution of a Third Amended Joint Powers Agreement with Metro Cities Fire Authority providing dispatch services for Huntington Beach as part of a regionalized fire dispatch delivery system Statement of Issue: The attached Third Amended Joint Powers Agreement for the Metro Cities Fire Authority is being presented for approval. This organization provides fire dispatch services for Huntington Beach as part of a regionalized fire dispatch delivery system and the recent addition of the City of Brea necessitates an amendment to the agreement. Financial Impact: FY 2013114 savings of $5,349 over previous year. Recommended Action: Approve and authorize the Mayor and the City Clerk to execute the "Metro Cities Fire Authority Third Amended Joint Powers Agreement." Alternative Action(s): Take no action and direct staff to consider other dispatch alternatives. Analysis: Since 1969, the City of Huntington Beach has participated in a regionalized fire dispatch delivery system. In 1992, the Central Net Operations Authority's Joint Powers Agreement was adopted by the cities of Fountain Valley, Huntington Beach, Newport Beach and Westminster, which formalized this regionalized approach for both training and fire dispatch services. However, as a result of Westminster's 1995 decision to join the Orange County Fire Authority, the cost effectiveness of operating a communications center with the remaining three cities was no longer viable. As a result, several fire dispatch alternatives were pursued, which resulted in the formation of Metro Cities Fire Authority as the most cost-effective service delivery model. The Metro Cities Fire Authority, which includes the cities of Anaheim, Fountain Valley, Fullerton, Garden Grove, Huntington Beach, Newport Beach and Orange, officially began operating on July 1, 1996. The City of Anaheim administers the fire dispatch services at an Anaheim location. The Joint Powers Agreement for the Metro Cities Fire Authority was last amended on July 17, 2000. At that time, a number of technical, administrative and procedural issues were addressed. Since April 2012 the City of has Brea has contracted with the Metro Cities Fire Authority on a trial basis and their trial period will expire on June 30, 2013. On April 16, 2013, their City Council approved formally joining the Authority and the other members are now presenting the Third Amended Agreement to their City Councils for consideration. Item 5. - 1 HB -138- ATTACHMENT #1 Item 5. - 3 HB -140- Dept. ID FD13 004 Page 2 of 2 Meeting Date: 6/3/2013 Analysis (continued): The FY 2013/14 budget for Metro Cities Fire Authority is $4,859,800. Huntington Beach's share is $794,091. This amount is reduced $5,349 from FY 2012/13 due to the addition of the City of Brea as a member. The proposed changes are contained in the Third Amended Agreement (Attachment 1). An interlineated copy of the Agreement (Attachment 2) is included and shows the proposed additions and deletions. To assure continued success of the Metro Cities Fire Authority, it is recommended that the proposed Third Amended Agreement be approved. Environmental Status: None. Strategic Plan Goal: Enhance and maintain public safety. Attachment(s): 1. Third Amended Joint Powers Agreement for Metro Cities Fire Authority (three copies will be routed for signature) 2. Interlineated copy of the Third Amended Joint Powers Authority Agreement for Metro Cities Fire Authority xs -139- Item 5. - 2 Metro Cities Fire Authority THIRD AMENDED JOINT POWERS AGREEMENT This Third Amended Joint Powers Agreement, dated for purpose of identification the 3 day of J"^WJE , 2013 is made by and effective when fully executed by authorized representatives of all of the following public entities: A. City of Anaheim ("Anaheim"); B. City of Brea ('Brea"); C. City of Fountain Valley ("Fountain Valley"), D. City of Fullerton ("Fullerton"); E. City of Garden Grove ("Garden Grove"); F. City of Huntington Beach ("Huntington Beach'); G. City of Newport Beach ("Newport Beach"); and H. City of Orange ("Orange"). RECITALS A. The Parties to this Agreement each provide fire protection, fire prevention, rescue, emergency medical and related administrative services within their respective boundaries. B. The Parties have determined that joint use of a central communications network and record keeping system reduces the administrative costs that would otherwise be incurred by each Party in providing fire suppression, emergency medical assistance, rescue service, and related services. C. The Parties have determined that the costs associated with maintaining the staff and equipment necessary to operate a Communications Center should be funded by the Parties through a formal Joint Powers Agreement with costs apportioned to reflect the extent to which the Parties utilize the emergency Communications Equipment and staff. D. The Parties have determined that joint use of a central communications network and record keeping system is also intended to foster cooperation among the Parties in the form of a separate written automatic aid agreement to consider the provision of emergency services by the closest available unit and to serve as a vehicle for evaluating other opportunities for joint operations. E. The Parties each have the power and authority to perform, and contract with one another pursuant to the Joint Exercise of Powers Act (Section 6500 et. seq. of the Government Code) for the performance of the duties and functions that form the basis of this Agreement. F. The Parties have the power to contract with other agencies for communications services, equipment and related items. G. The Parties entered into the initial Joint Powers Agreement on the Ist day of July, 1996. The First Amended Joint Powers Agreement is dated June 23, 1997 and the Second Amended Joint Powers Agreement is dated December 7, 2000. The Parties wish to further amend said Agreement in its entirety through this Third Amended Agreement. THE PARTIES AGREE AS FOLLOWS: CHAPTER I DEFINITIONS 1.1 pefinitions For the purpose of this Agreement, the words or terms specified herein shall have the following meanings: A. "Administrator" shall mean the Communications Manager or equivalent position of the City of Anaheim. B. "Agreement" shall mean collectively the initial Joint Powers Agreement dated July 1,1996, the First Amended Joint Powers Agreement Dated June 23, 1997, the Second Amended Joint Powers Agreement dated December 7, 2000, and this Third Amended Joint Powers Agreement. C. "Authority" shall mean the Joint Powers Authority known as the Metro Cities Fire Authority, created by this agreement pursuant to the Joint Exercise of Powers Act (Section 6500 et. seq, of the Government Code). D. `Board" is the governing body of the Authority. E. "Board member" shall mean the voting member or alternate appointed by the governing body of each Member agency to represent said agency on the Board. F. "Capital Improvement Project" shall mean the acquisition of any piece of Communications Equipment or the funding of any Communications Center related project that requires an expenditure of $30,000.00 or more. G. "Capital Outlay" shall mean the acquisition of any piece of Communications Equipment or the funding of any Communications Center related project that requires an expenditure of $500.00 or more but less than $30,000.00. 0 H. "Communications Center" shall mean that portion of any structure or physical facility that houses Communications Equipment and/or Communications Center Staff. 1. "Communications Equipment" shall mean all electronic equipment, including telephones, telephone lines, radios, computers and software located within, or connected to, the Communications Center and utilized for the fire or rescue -related emergency communications or records management of any of the Parties. J. "Member" shall mean any public entity that is a member upon the effective date of this Agreement or becomes a Party to this Agreement pursuant to the provisions of Section 9.1. K. "Recorded Incident" shall mean any call for service dispatched within the jurisdiction of a Members fire department that generates an incident number through any emergency Communications Facility used by any member during any relevant period prior to the effective date of this Agreement and through the Communications Center upon the effective date of this Agreement or at such time as the Communications Center begins operation pursuant to this Agreement. L. "Communications Center Staff" or "Staff' shall mean all personnel of the City of Anaheim performing services related to the operations and maintenance of the Metro Cities Communication Center, or such agency or individual as may be appointed by the Board to perform these functions. M. "Fiscal Year" shall mean the twelve month period commencing July lst and concluding June 30th. N. "Subscriber Agency" means each of the public agencies that are not Members of the Joint Powers Authority that wish to contract with Metro Cities Joint Powers Authority to receive communication services, equipment and related items and contribute to the cost of operating and administering this Joint Powers Authority by executing a subscriber agreement in a form approved by the Board. O. "Treasurer" shall mean the Finance Director of the City of Anaheim, or his or her designee, who shall hold the office in accordance with Government Code Section 6505.6, and shall perform the duties as authorized in Section 6505 et seq of the Government Code. CHAPTER II SPECIAL CONSIDERATIONS This chapter establishes the rationale for the provisions relating to funding, administration and decision making. 2.1 Communications Center The Metro Cities Fire Authority Communications Center, located at 201 S. Anaheim Boulevard, Anaheim, CA, was constructed and is owned by the City of Anaheim. Ownership of the real property and facility housing the Metro Cities Communications Center will remain solely the City of Anaheim. The Board may change the location of the Communications Center. 2.2 Communications Equipment A. Certain existing communications equipment was acquired through the joint efforts of the Cities of Anaheim, Fullerton, Garden Grove and Orange and shall be identified as part of a fixed asset inventory system, which inventory is set forth on Exhibit "A" attached hereto and incorporated herein by this reference. Joint title to this equipment existing as of the date of termination or at the end of its useful life shall vest with the Cities of Anaheim, Fullerton, Garden Grove and Orange and shall be disposed of as outlined in Section 10.2. B. Certain existing communications equipment was acquired through the joint efforts of the Cities of Fountain Valley, Huntington Beach and Newport Beach and shall be identified as part of a fixed asset inventory system, which inventory is set forth on Exhibit `B" attached hereto and incorporated herein by reference. Joint title to this equipment existing as of the date of termination or at the end of its useful life shall vest with the Cities of Fountain Valley, Huntington Beach, and Newport Beach and shall be disposed of as outlined in Section 10.2. C. Certain existing communications equipment was acquired by the City of Huntington Beach and shall be identified as part of a fixed asset inventory system, which inventory is set forth on Exhibit "C" attached hereto and incorporated herein by reference. Title to this equipment existing as of the date of termination or at the end of its useful life shall vest with the City of Huntington Beach and shall be disposed of as outlined in Section 10.2. D. Title to equipment purchased jointly on behalf of the Authority, existing as of the date of termination or at the end of its useful life, shall vest with the Authority and shall be disposed of as outlined in Section 10.2. An inventory of such equipment shall be maintained by the Administrator. E. After the effective date of this agreement, title to communications equipment purchased for the Communications Center separately by individual members of the Authority shall vest only with those individual members contributing to the purchase of said equipment. Such equipment shall be identified as part of a fixed asset inventory system, which inventory shall be maintained by the Administrator. Title to this equipment existing as of the date of termination or at the end of its useful life shall vest with those individuals purchasing said equipment and shall be disposed of as outlined in Section 10.2 F. The Cities of Anaheim, Fullerton, Garden Grove and Orange previously funded and installed a CAD/RMS System, the cost of which was $1,298,500.00 (hereinafter "System") which forms the basis of the communications network. The Cities of Fountain Valley, Huntington Beach and Newport Beach agree to buy into the CAD/RMS by paying their fair share of the cost of the System to Metro Cities in equal quarterly payments on July 1, October 1, January l and April 1 or the next business day should these days fall on a weekend or holiday, of each fiscal year over a period of five (5) years commencing July 1, 1996 and concluding June 30, 2001. The fair share reimbursement cost by the Cities of Fountain Valley, 4 Huntington Beach and Newport Beach shall be allocated according to the formula in Section 6.1(a) of this Agreement, using the recorded incidents of the Metro Cities budget of 1996-1997, which incidents are based upon incidents occurring during the 1995 calendar year. Reimbursement to the Cities of Anaheim, Fullerton, Garden Grove and Orange shall be made by Metro Cities based on the amount each city contributed to the initial purchase of the CADS System. The Payment and Reimbursement Schedule is attached hereto as Exhibit "D" and incorporated herein by reference. G. Title to the System shall remain with the Cities of Anaheim, Fullerton, Garden Grove and Orange until Fountain Valley, Newport Beach or Huntington Beach pay their full Fair Share of the cost of the System. At such time as Newport Beach, Huntington Beach or Fountain Valley pay their full Fair Share of the cost of the System, title to the System shall also vest in that City. Upon termination of this Agreement, or the end of the useful life of the System, the System shall be disposed of as provided in Section 10.2. H. The City of Brea agrees to contribute to the Authority Reserves for Communication Equipment Fund (Reserves) by paying their Fair Share of the balance of the Reserves as reported in the "Metro Cities Fire Authority Financial Report For The Quarter Ended December 31, 2012". The City of Brea will pay their Fair Share costs in one lump sum or in equal quarterly payments on July 1, October 1, January t and April 1 or the next business day should these days fall oil a weekend or holiday, of each fiscal year over a period of five (5) years commencing on July 1, 2013 and concluding June 30, 2018, The Fair Share contribution by tine City of Brea shall be allocated according to the formula in Section 6.1(a) of this Agreement, using the recorded incidents of the Authority budget of 2013-2014, which incidents are based upon incidents occurring during the 2012 calendar year. CHAPTER III PURPOSE AND POWERS 3.1 Authority Created This Agreement creates a Joint Powers Authority known as the Metro Cities Fire Authority. The Authority is formed pursuant to the provisions of Article 1, Chapter 5, Division 7 of Title I of the Government Code of the State of California (The Joint Exercise of Powers Act). The Authority shall be considered a public entity separate and apart from the Members. Within thirty (30) days after the effective date of this Agreement and after any amendment, the Authority shall cause a notice of such Agreement or amendment to be prepared and filed with the Office of the California Secretary of State containing the information required by Government Code 6503.5. 3.2 Common Powers Each Party has the common power to, inter alias A. Provide fire protection, fire suppression, fire prevention, emergency medical, rescue and related services; M R Maintain an effective communications and emergency dispatch system to facilitate and support fire protection, fire suppression, rescue and emergency medical services; C. Employ and train personnel to perform emergency equipment communication and dispatch services, communication facility maintenance and the purchase of Communications Equipment, 3.3 General Purpose The primary purpose of this Agreement is to provide for the operation, upgrade, maintenance and repair of the Communications Center and Communications Equipment. This Agreement is intended to provide a formal mechanism by which the Authority can fund these activities to provide the highest possible level of emergency communications services. 3.4 Powers The Authority through its Board shall have the power, in its own name, to do any of the following: A. To jointly exercise the common powers of the Members; B. To make and enter into contracts, including but not limited to, contracting with other public agencies for services, equipment and related items to those agencies; C. To retain the services of fire suppression specialists, emergency communications consultants, and such other persons with specialized knowledge or ability capable of assisting the Members in achieving the purposes of this Agreement; D. To acquire, hold or dispose of property by any lawful means, including, without limitation, gift, and purchase for sale; E. To incur debts, liabilities or obligations, subject to the limitations specified in this Agreement and, to the extent permitted by law, borrow funds on a temporary basis to meet operational expenses until expected revenue are available; F. To the extent permitted by law, to enter into equipment lease agreements or lease -purchase agreements or other financial arrangements extending beyond the current budgetary cycle, necessary or convenient to the operation of the Authority (hereinafter collectively "lease") so long as the agreement contains substantially the following provisions: "The Authority receives its funds on an annual budgetary cycle from its individual Members. The Authority agrees to use its best efforts to obtain authorization and appropriation of funds from its individual Members to pay lease payments due under this Agreement, including, without limitation, the inclusion in its budget request for each fiscal year during the term of this Agreement a request for adequate funds to meet in full its obligations hereunder. The Board may terminate this Agreement in the event funds are not appropriated or appropriations are withdrawn or withheld upon thirty (30) days' written notice. Termination under this provision shall not constitute a default or breach. The Authority shall not be obligated to pay any additional lease payments but shall, after written notice from Lessor, deliver the Equipment to Lessor or its assignee. Lessor acknowledges that the individual Members shall not be liable for the debts of the Authority." G. The Authority empowers the Board to enter into leases, agreements and similar transactions that require the Authority to indemnify the person with whom the Board is contracting, so long as the exposure to liability under such indemnification is approved by the Risk Manager of Anaheim and by Legal Counsel of the Authority and so long as the maximum exposure to liability under such transaction does not exceed One Million Dollars ($1,000,000.00). H. To receive gifts, contributions, grants, and donations of property, finds, services and other forms of assistance from any person, firm, entity, corporation or public agency; 1. To sue and be sued in its own name; J. To apply for any grant or grants offered in conjunction with any Federal, State or local program that is in any way related to the purpose of this Agreement; K. To adopt rules, regulations, policies, by-Iaws and procedures governing the operation of the Authority; L. To exercise any other power in the manner and according to the methods provided by applicable laws, rules or regulations, subject only to the restrictions on the manner of exercising such powers that may be applicable to the City of Anaheim. CHAPTER IV ORGANIZATION 4.1 Membership The Members of this Authority shall be the public entities which executed this Agreement or a subsequent amendment and have not withdrawn from, or had membership in the Authority terminated, as provided in Section 9.2 and Section 9.3. 4.2 Boar A. The Board shall consist of one (1) voting member and one (1) alternate appointed by the governing body of each Member agency. B. Each Board member shall hold office from the first meeting of the Board after appointment and shall serve at the pleasure of their appointing authority. 7 C. A Board member or alternate shall not receive compensation, but may be reimbursed by the Authority for expenses reasonably incurred while performing duties required by this Agreement, and as further specified and limited by resolution of the Board. 4.3 Principal Office, The principal office of the Authority shall be 201 South Anaheim Boulevard, Suite 302 in the City of Anaheim, County of Orange. The Board has the full power and authority to change the principal offtee from one location to another within the County of Orange. 4.4 Meetings The Board shall meet at the principal office of the Authority, or at such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution. Regular, adjourned and special meetings of the Board shall be called, noticed and conducted in accordance with the Ralph M. Brown Act or other relevant open meeting law. 4.5 Ouorum A majority of the Board (or the alternate for any absent voting member) shall constitute a quorum for the purpose of transacting business relating to the Authority, subject to the provisions of Sections 7.1 and 7.5. 4.6 Powcrs and Limitations All of the powers of the Authority are reserved to it and may be exercised by the Board, unless othe►wise limited by law. Each Board member, or alternate in the absence of any voting member, shall be entitled to one vote and, except as expressly provided in this Agreement, including Sections 7.1 and 7.5, the affirmative vote of the majority of those present and qualified shall effect adoption of any motion, resolution, order or action the Board deems appropriate. 4.7 Minutes The secretary of the Authority shall provide notice of, prepare and post agendas for, and keep minutes of, each regular, adjourned and special meeting of the Board. The secretary shall send a copy of the minutes to each Board member and otherwise perform the duties necessary to ensure compliance with provisions of law including, without limitations, any applicable "open meeting law" such as the Ralph M. Brown Act. 4.8 Rules The Board may adopt rules and regulations for the conduct of its affairs that are not in conflict with this Agreement. 4.9 Officers The Board shall select a chairperson and vice chairperson from its members and shall appoint a secretary who may, but need not, be a member of the Board. The Finance Director of the City of Anaheim shall hold the office of Treasurer and auditor, in accordance with Government Code Section 6505.6, and shall perform the duties as authorized in Section 6505 et seq of the Government Code. The Treasurer shall cause an independent audit to be made by a Certified Public Accountant in compliance with Section 6505 of the Government Code. The Certified Public Accountant shall be annually appointed by the Board. The Treasurer shall keep all revenues of the Authority in a separate account, and, if available, an interest bearing account, and otherwise perform the duties and responsibilities of that office as specified in Sections 6505 et seq. of the Government Code. Any surplus funds not immediately needed may be invested in accordance with the investment policy annually adopted by the Board, as required by Government Code Section 53646, and consistent with Government Code Sections 53601, 53635, 16429.1 and 53684, as may be amended. The chairperson, vice chairperson and secretary shall hold office for a period of one year, or until a successor is appointed. The Board shall reorganize annually at its first meeting of the new fiscal year. 4.10 ,B9nd The Treasurer, auditor and such other persons who may have access to, or handle, any revenue of the Authority shall be required to file an official bond in an amount determined by the Board and consistent with the provisions of Section 6505.1 of the Government Code. This bonding requirement shall be satisfied if an existing bond is extended to cover the duties required by this Agreement. The costs of complying with the requirements of this Section shall be considered an administrative expense of the Authority. 4.11 Status of Officers and Employees in accordance with the Joint Exercise of Powers Act, all of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and all pension, relief, disability, workers compensation and other benefits which apply to the activities of officers, agents, or employees of any of the Members agency when performing their respective duties or functions for that agency, shall apply to each of them to the same degree and extent while engaged in the performance of any activity, function or duty pursuant to this Agreement. 4.12 Fair Political Practices Act The members of the Board and alternates shall be considered public officials within the meaning of the Fair Political Practices Act of 1974, as amended, and its regulations, for the purposes of financial disclosure, conflict of interest and other requirements of such Act and regulations, subject to contrary opinion or written advice of the California Fair Political Practices Commission. 9 CHAPTER V BASIC SERVICES 5.1 Communications Center - Onerations A. The Communications Center shall be maintained and operated by the Authority, pursuant to this Agreement, for the use and benefit of all Members. The Communications Manager, or equivalent position, of the City of Anaheim shall be the Administrator of the Communications Center so long as Anaheim operates and administers the Communications Center. B. To provide for such maintenance and operations, the City of Anaheim will, through use of City of Anaheim employees, provide all services required to operate, maintain and administer the Communications Center. The Authority shall pay the actual costs of such operation and administration, plus an administrative overhead fee. The costs of such operation and administration, including administrative overhead, shall be borne by each Member according to its fair share percentage as determined pursuant to Section 6.1 hereof. C. The Board is empowered to develop policy to establish the service levels for the Communications Center operation and maintenance. D. Communications Center employees shall be governed by the same personnel rules, regulations, Memoranda of Understanding, administrative regulations and other related matters as apply to other employees of the City of Anaheim. Recruitment, position classifications and descriptions, hiring, discipline, promotion, and other employee -related functions shall be determined solely by the City of Anaheim. E. Anaheim will determine the procedures and standards of selection for employment and promotion, direct its employees, take disciplinary action, relieve its employees from duty for legitimate reasons, maintain the efficiency of communications operations, determine the methods, means and personnel by which it will meet the service levels established by the Authority. F. Anaheim may elect to discontinue providing services for the operation and administration of the Communications Center by giving notice of such election in writing to the Board a minimum of six (6) months prior to such cessation. In the event of such discontinuance by Anaheim, the Board may appoint another Member as the administrator or contract with another provider of such services. Should Anaheim's services as operator and administrator of the Communications Center terminate, use of the City of Anaheim's facilities shall also terminate unless a separate use/rental agreement is approved. Anaheim's election to discontinue providing services set forth herein does not constitute Withdrawal from the Authority. G. The Board may elect to terminate Anaheim's services as operator and administrator of the Communications Center by giving notice of such election in writing to Anaheim a minimum of six (6) months prior to the date of such termination. In the event of such termination, the Board may appoint another Member as the administrator or contract with another provider of such services. Such termination of Anaheim's services does not in and of to itself constitute either Withdrawal or Termination of Anaheim from the Authority. Should Anaheim's services as operator and administrator be terminated by the Board, use of the City of Anaheim's facilities shall also terminate unless a separate rental/use agreement is approved. H. Each Member acknowledges that the City of Anaheim owns the property (land and facility) on which the Communications Center is situated at the time of the formation of the Authority, Rental costs, depreciation and other factors relating to use of this property are not currently included in either the administrative overhead fee or the costs of services provided by Anaheim. 5.2 Maintenance of Equipment A. The Authority through its Board shall maintain and repair all Communications Equipment, including, without limitation, telephones, radios, computers, hardware, software, electrical systems and all related mechanical devices or facilities other than equipment which Members are required to install pursuant to provisions of Subsection C. B. The Authority through its Board shall purchase new or used Communications Equipment as necessary to replace existing equipment or upon a determination by the Board that new or additional Communications Equipment will facilitate emergency communications. C. As a condition to receiving emergency communications services, each Member shall install and maintain, the following equipment in each fire station, rescue facility, or related mobile unit as maintained by the Member; 1. A station direct telephone line with handset originating at the Communications Center or a personal Alpha/Numeric pager for each unit. 2. A station vocal or paging line and speaker originating at the Communications Center. 3. A minimum of two emergency telephone reporting trunk lines terminating at the Communications Center. 4. One mobile data computer terminal or status message device in each operating fire company or rescue unit. 5. Other equipment which the Board determines to be necessary to maintain an effective communications network. Each Member shall pay the costs of installing, maintaining and repairing the Communications Equipment it is required to provide pursuant to this Paragraph. All maintenance and repair of hardware and Communications Equipment which are physically connected to the Communications Center shall be coordinated through the Communications Center Management. 11 D. Subject to prior Board approval, any Member may install special Communications Equipment or extra telephonic equipment provided the installing Member pays all the equipment and installation costs. The Board may approve Member's requests for installation of special equipment only on a finding that neither the Authority nor any Member will incur any additional cost and that installation of the equipment will have no adverse impact on emergency communication capability. E. Each Member shall provide the Authority through the Administrator with mapping and related emergency dispatching information necessary for the efficient deployment of fire units and manpower. Each Member shall continually update mapping and deployment information and provide this information to the Authority through the Administrator and each Member as appropriate. F. Each Member shall be responsible to provide a back-up emergency dispatch system to provide alternative emergency communication services within that Member's jurisdiction in the event Communications Center systems at the Communications Center are disabled or inoperative. 5.3 Services To and Reimbursement From Subscriber Agencies A. Public entities in Orange County may receive communication services, equipment and other items (hereinafter "communication services") from this Authority by executing a Subscription Agreement in the form approved by the Board and by paying the annual fee and/or other costs, as determined by the Board. Agencies which desire to participate as Subscriber Agencies must sign the Subscription Agreement prior to receiving services or sharing equipment or other items, and must pay their fee by July 30 of the fiscal year for which subscription is desired. Subscription Agreements shall renew automatically from year to year unless other -vise specified in the Agreement. Agencies which subscribe for an entire fiscal year may, at their option, elect to pay their fee in four equal installments due and owing on or before July 30, October 1, January I and April 1. Agencies which choose to become Subscriber Agencies after the commencement of the fiscal year must sign the Subscription Agreement and pay the full amount of the fee prior to seeking services. Fees for subsequent fiscal years, may be revised by the Board. B. The Board may terminate any or all Subscription Agreements by giving the affected Agency or Agencies ninety (90) days prior written notice. Board. C. Revenue from Subscriber Agencies shall be allocated as directed by the 6.1 Funding CHAPTER VI FUNDING AND ADMINISTRATION Each Member shall pay a portion of the costs incurred by the Authority in providing the services described in Section 5.1. Each Member's share of the costs incurred by 12 the Authority shall be based upon that Member's "fair share percentage" which shall be determined in accordance with the provisions of this Section. The number of Recorded Incidents attributable to each Member represents the most equitable basis for determining that Membees share of the costs incurred by the Authority. A. The contribution of each Member shall be based upon the number of Recorded Incidents attributable to each Member, divided by the Recorded Incidents attributable to all Members, during the calendar year preceding the fiscal year for which that Member's fair share percentage is being calculated. Once determined for any fiscal year, the Membees fair share percentage shall remain unchanged. The following is the formula pursuant to which the fair share percentage will be calculated: RECORDED INCIDENTS ATTRIBUTABLE TO A MEMBER (DIVIDED BY) RECORDED INCIDENTS ATTRIBUTABLE TO ALL MEMBERS (EQUALS) MEMBERS FAIR SHARE PERCENTAGE B. Each Membees contribution to the budget shall be determined by multiplying that Membees fair share percentage by the amount of the budget or budgetary component. C. The Administrator, or his or her designee, shall invoice each Member agency that agency's total fair share percentage of the budget in accordance with a payment schedule set by Resolution of the Board, D. Final year-end adjustments of Members' costs representing the difference between estimated annual expenditures and actual annual expenditures shall be calculated by no later than the last day of the first quarter of the following fiscal year. If a Member agency wishes such credits to be either paid to each Member agency or credited to that Member Agency's Member Specific Communications Equipment replacement component fund as outlined in Section 7.2.A.5, that Member's representative on the Board shall notify the Treasurer of such election by no later than September 20 of the following fiscal year. If no Member agency has made such an election by September 20 of the following fiscal year, the Treasurer shall deposit all year-end credits into the Communications Equipment capital.reserve account by September 30, as outlined in Section 7.2.A.4. If any Member Agency by September 20 of the following fiscal year elects either payment of the year-end credit or deposit of such credit into its Member Specific Communications Equipment replacement component, the remaining Members shall either be paid the year-end credit or elect to deposit the credit into their Member Specific Communications 13 Equipment replacement component in accordance with policies and procedures established by Resolution of the Board. 6.2 Administrative Services A. Anaheim shall provide the Administrative Services required for operation of the Communications Center, and management and administration of the personnel within, for an administrative fee of twelve percent (12%) of the Communications Center operations and capital outlay and the Member specific communications operations components of the budget, as outlined in Sections 7.1.A.1 and 7.1.A.2. Administrative Services includes, but is not limited to general accounting of fiends received and disbursed, preparation of invoices to Members, preparation of documents relative to any grant program, routine legal counsel and services from various departments within the City of Anaheim as may be necessary from time to time, including but not limited to Human Resources and Labor Management Departments, Finance Department, Purchasing, and such other functions as may be required by this Agreement or the provisions of any law including, without limitation, the Joint Exercise of Powers Act. B. Anaheim's City Attorney's Office will serve as general counsel to the Authority to provide routine legal counsel services required from time to time. Extraordinary legal services (for example, Anaheim's time and expense or the expense for outside counsel in connection with a lawsuit against the Authority, its officers, agents, employees, representatives and volunteers providing services to the Authority) constitute additional expenses and are not covered by the administrative overhead. 6.3 Emergency Repairs In the event the Communications Center or Communications Equipment suffers damage which interferes with emergency communications services and requires emergency repairs, the Administrator is authorized without prior Board approval to expend the funds to have the necessary emergency repairs made so that services are resumed as soon as possible. Prior Board approval shall be obtained whenever practical. 6.4 Capital Improvements -Funding In the event the Communications Center or Communications Equipment suffers damage and the cost of repairs exceeds sums designated for repair in that component of the budget and any reserve fund, the Administrator shall promptly solicit bids for the repair of damage from at least three (3) responsible firms. The Administrator shall then present said bids to the Board to award the contract to the lowest responsible bidder and to direct the accepted responsible bidder to make the repairs as soon as possible. Expenditures shall be approved in accordance with Section 7.2B, approval of which shall require the positive consent of the number of member agencies necessary to represent a minimum of Fifty -One Percent (510/6) of the fair share participation in the Authority. Each Member shall pay its estimated fair share percentage of the repairs within 30 days after the award of the contract. 14 CH"TER VU I BUDGETARY PROVISIONS 7.1 Annual Budget The Board shall adopt an annual budget pursuant to this Agreement and procedures adopted by the Board. A. A preliminary draft of the budget shall be presented to the Members by the last business day in January of each year for thew review. Said budget shall be submitted to the Board for consideration and adoption. Budget adoption shall require positive consent of the number of Board members necessary to represent a minimum of Fifty -One Percent (51 %) of the fair share participation in the Authority. 7.2 Special Budgetary Consideration A. The budget adopted by the Board shall include but not be limited to: I. A Communications Center operations and capital outlay component, which shall provide for the personnel, maintenance and operations support, and capital acquisitions necessary for the joint operation of the Communications Center as described in Section 5.1 and 5.2. 2. A Member(s) specific communications operations component, which shall provide for the maintenance and operation of the Member specific Communications Equipment described in Section 5.2 (C). A Board member may make deposits to and request disbursements from this component, in accordance with the written policies and/or procedures of the Board. 3. A Capital Improvement Project component, which shall provide for the acquisition or replacement of major Communications Equipment items or fund major Communications Center related projects. 4. A Communications Equipment capital reserve component, which shall be deposited into a common designated reserve account designed to defray future replacement costs of major components of the Communications Equipment. 5. A Member(s) specific Communications Equipment replacement component, which shall be deposited into a Member specific designated reserve account designed to defray future replacement costs of Member specific Communications Equipment, A Board member may make deposits to and request disbursements from this component, in accordance with the written policies and/or procedures of the Board. 6. if the Board elects to establish a liability reserve fund component as provided for in Chapter VIII, the amount of the fund, and the amount of annual contribution to the fund, shall be those amounts established by the Board. 15 B. Except as provided in Section 6.3, the contributions of Members shall be used to defray the costs and expenses associated with the budget. Special assessment(s) that do not exceed ten percent (l0%) of the annual budget may be made by the Board through a budgetary amendment. Special assessments that exceed ten percent (10%) of the annual budget may be levied by the Board provided that prior approval of the legislative body of each Member is first obtained. C. Each Member's annual contribution to the budget shall be determined by adding the following; (i) Communications Center operations component, less the amount identified in the City of Anaheim budget for facility rental, multiplied by that Member's fair share percentage; (ii) That portion of the Member's Specific Operations Component attributable to that Member's specific Communications Equipment; (iii) The Capital Improvement Project component multiplied by that Member's fair shad percentage; (iv) A Communications Equipment Capital reserve component multiplied by that Member's fair share percentage; (v) That poilion of the Member's specific Communications Equipment replacement component attributable to that Member; (vi) That Membees share of the administrative expenses which shall be calculated by multiplying the amount of reimbursement by that Member's share of the communications operations and Member specific operations component of the budget; and (vii) The cost of risk financing, as provided for in Section 8.2, multiplied by that Membees fair share percentage. 7.3 Disbursements The Treasurer shall draw checks in accordance with policies and/or procedures established by Resolution of the Board. A summation of such payments shall be presented to the Board as part of the Treasurer's quarterly report. 7.4 Accounts All funds shall be placed in accounts and the receipt, transfer or disbursement of funds during the term of this Agreement shall be accounted for, in accordance with generally accepted accounting principles applicable to governmental entities. There shall be strict accountability for all funds. All interest earnings, revenues and expenditures shall be reported quarterly to the Board. 1L 7.5 Expenditures Within ApptQyed Annual BudZet All expenditures shall be within the limitations of the approved annual budget or as amended by the Board. Amendments to the approved annual budget shall require positive consent of the number of member agencies necessary to represent a minimum of Fifty -One Percent (51%) of the fair share participation in the Authority. CHAPTER VIII LIABILITYANSURANCIE 8.1 Liabilities The debts, liabilities and obligations of the Authority shall not be considered the debts, liabilities or obligations of any Member, except as otherwise provided in this Chapter. 8.2 Indemnifcation/Hold Harmless A. The Authority shall defend, indemnify and hold harmless each Member, its officers, agents, employees, representatives and volunteers from and against any loss, injury, damage, claim, lawsuit, liability, expense, or damages of any kind or nature arising out of or in connection with the performance of services pursuant to this Agreement. The Authority shall finance its obligation pursuant to this Subsection by establishing a liability reserve fund, by purchasing commercial insurance, by joining a joint powers insurance authority (JPIA), and/or by requiring that assessments be paid by each Member pursuant to this Subsection. In the event that the Authority's financial obligations to indemnify, defend and hold harmless, pursuant to this Subsection, exceed the liability reserve fund and the proceeds from any applicable insurance or JPIA coverage maintained by the Authority (hereinafter "Unfunded Liability"), each Member hereby agrees to indemnify and hold harmless the Authority for such deficiency in accordance with the following: In the event an Unfunded Liability arises, the contribution of each Member shalt be in an amount equal to the total Unfunded Liability multiplied by that member's percentage of the budget as specified in Section 6.1. B. The Authority, its officers, agents, contractors, employees, representatives, Staff, and volunteers (hereinafter, for the purposes of Subsection 8,23 and 8.3, collectively referred to as "Emergency Dispatchers"), shall not be liable, in any manner, to any Member, or to an officer, official, or employee of any Member, for any loss, injury, damage, claim, lawsuit, liability, expense, or damages which may be incurred by, or brought against a Member which is providing any type of emergency response service undertaken by any Member pursuant to a call, dispatch, or instruction (by whatever name called) issued by, or on behalf of, the Emergency Dispatcher, regardless of whether or not such liability may have arisen, in whole or in part, by the negligent acts, conduct, or omissions of one or more of the Emergency Dispatchers. C. Each Member shall assign to the Authority its rights, title, and interest to recover damages from any third party, to the extent that the Authority has met its obligations to such Member pursuant to this Section 8.2. 17 D. Should any Member utilize the Communications Center for its own individual purposes, outside the scope of the Authority, such Member shall indemnify, defend, and hold harmless the Authority and other Members from all claims, demands, actions, liability, or damages of any kind or nature, arising out of such use. E. No provision of this Agreement shall be construed as to require any party to obtain or maintain liability or other insurance coverage not otherwise required by law. 8.3 Waiver Except as provided in Section 8.2, each Member waives and gives up any claim against, or right to sue, the Authority, or its respective officers, employees, Staff, agents, contractors, representatives or volunteers for any loss, damage or injury that arises out of, or is any way related to, such Member providing any type of emergency response service pursuant to a call, dispatch, or instruction issued by, or on behalf of, the Emergency Dispatcher, regardless of whether or not such liability may have arisen, in whole or in part, by the negligent acts, conduct or omissions of one or more of the Emergency Dispatchers. This waiver extends to liability for bodily injury or property damage that may be sustained by any Member or its officers, employees, contractors, or agents, and which was proximately caused, in whole or in part, by the negligent act, conduct or omission of the Authority, its respective officers, employees, Staff agents, contractors, representatives or volunteers. However, this waiver does not extend to bodily injury or property damage caused by an unlawful, fraudulent or willful act or omission of the Authority or its officers or employees. CHAPTER IX ADMISSION AND WITHDRAWAL OF MEMBERS 9.1 New Members Public entities may become Members in the Authority upon such terms and conditions as may be specified by the Board. New Members shall pay a surcharge to be determined by the Board at the time of application. 9.2 Withdrawal A Member may withdraw from the Authority at the end of any fiscal year and terminate its rights and obligations pursuant to this Agreement by giving written notice of its intention to terminate to the secretary of the Board no later than December 31 prior to the termination of the fiscal year in which the Member intends to withdraw. The written notice shall be accompanied by a resolution or minute order of the legislative body of the Member specifying its intent to withdraw from the Authority. Withdrawal of a Member, however, shall not relieve the withdrawing Member of its proportionate share of any debts or other liabilities incurred by the Authority prior to the effective date of such withdrawal, or any liabilities imposed upon or incurred by the Member pursuant to this Agreement prior to the effective date of such withdrawal, and such withdrawal shall result in the forfeiture of ail rights and claims of the withdrawing Member to any repayment of contributions or advances or other distribution of funds or property after withdrawal, including distribution in the event of termination of the 18 Authority, except Member Specific Communication Equipment, provided the withdrawing Member pays all costs of removal. 9.3 Breach The Board shall have the authority to terminate the Membership of any Member in the event the Member materially breaches its duties pursuant to this Agreement. For the purposes of this Section, the term "material breach" shall include, without limitation, a failure to Rind the budget in accordance with the Chapter VI, the failure to make any contribution or pay any assessment when due, and the failure to defend or indemnify other Members as required in Chapter VIII. The Board shall give the Member notice of the breach and the right to cure the breach within thirty (30) days of the notice. In the event the Member fails to cure the breach within thirty (30) days, the Board shall have the right to immediately terminate the Membership. Termination of the Membership of a Member for breach shall not relieve the terminated Member of its proportionate share of any debts or other liabilities incurred by the Authority prior to tite effective date of such termination, or any liabilities imposed upon or incurred by the Member pursuant to this Agreement prior to the effective date of such termination. However, such termination shall result in the forfeiture of all rights and claims of the terminated Member to any repayment of contributions or advances or other distribution of funds or property after termination, including distribution in the event of termination of the Authority, except Member Specific Communication Equipment, provided the terminating Member pays all costs of removal. 9.4 Penalties Notwithstanding Section 9.3, and without waiving any other remedies available by law or through this Agreement, the Board shall adopt policies and procedures imposing penalties for failure of any Member to pay any amounts due under this Agreement. CHAPTER X TERMINATION AND DISPOSITION OF ASSETS 10.1 Termination The Authority shall continue to exercise the joint power specified in this Agreement until termination of this Agreement. This Agreement shall terminate if six (6) or more Members give the Authority written notice of their intention to withdraw as specified in Section 9.2 or if the Members mutually agree to terminate this Agreement. No termination of the Authority shall occur until all of its debts, liabilities, and obligations and other evidence of indebtedness are paid or adequate provision for such payment is made in accordance with the resolution of the Authority. No termination of the Authority shall occur which is contrary to the language, spirit or intent of any contract or agreement entered into by the Authority with the U.S., the State of California, or any department, administration or agency of either. 19 10.2 Distribution of Property A. All capital equipment purchased as part of this Agreement, shall be assigned an 'operating life" by the Board. The Board shall also designate equipment which is critical or non -critical to the operation of the facilities. Upon termination of this Agreement, all capital equipment either functioning within its operating life or beyond, shall be appraised by an independent appraiser and equipment designated as critical may be purchased first by the City of Anaheim and then by any Member agency who is interested and who, having submitted a sealed bid, is the highest bidder. Such sealed bid shall not be lower than the appraised value. Non- critical capital equipment may be purchased by any Member agency based on procedures adopted by the Board. Capital equipment not purchased by Member agencies, shall be sold to the public at appraised value or at public auction. The proceeds of all sales shall be paid to each Member pursuant to their fair share percentage as determined for the most recent fiscal year. B. Upon termination of this Agreement, all capital equipment purchased prior to this Agreement, as spccified in Section 2.2.A through 2.2.F shall be returned to the Member or Members holding title to the equipment. C. in the event of termination of the Authority, any remaining funds, properly or other assets of the Authority, following discharge of all debts, liabilities and obligations of the Authority, shall be distributed to the Members for any un-reimbursed advances, contributions, or in -lieu contributions made or given to the Authority by such Members, and distributed to all Members on the same basis as the annual distributions to Members under this Agreement. CHAPTER XI AUSCELLANEOUS 11.1 Amendments Except for Sections 6.2, 7.1, 7.5, 8.2 and 8.3, this Agreement may be amended with the approval of a majority of the Members. Amendments to Sections 6.2, 7.1 and 7.5 shall require positive consent of the number of Members necessary to represent a minimum of Fifty - One Percent (51%) of the fair share percentage as determined for the most recent fiscal year in the Authority. Amendments to Sections 8.2, 8.3 and 11.1 shall require the unanimous consent of the Members. No amendments to this Agreement may be made which would adversely affect the interests of the owner of bonds, letters of credit, or other financial obligations of the Authority. 11.2 Noti c Any notice or instrument required to be given or delivered pursuant to this Agreement shall be deemed given when personally delivered to the Member or the Authority, or deposited in the United States mail, first class postage pre -paid, and properly addressed to the principal office of the Member or the Authority. 20 11.3 Partial Invalidity If one or more of the Chapters, Sections, paragraphs or provisions of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, each and all of the remaining Chapters, Sections and paragraphs shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law, provided, the remaining Sections or provisions can be construed in substance to constitute the Agreement the Parties intended in the first instance. 11.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the some instrument. [Signatures appear on the folloi ng pages] 3 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed unattested by their duly authorized officers, and to have their official seals affixed hereto as of the date first stated above. Dated: 3 CITY OF ANAHEIM By: Fire Chief of City of Anaheim ATTEST: By: i Dated: ATTEST: By: CITY CLERK APPROVED AS TO FORM: CITY OF BREA By: MAYOR APPROVED AS TO FORM: CITY ATTORNEY 22 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed unattested by their duly authorized officers, and to have their official seals affixed hereto as of the date first stated above. Dated: CITY OF ANAHEIM ATTEST: By: CITY CLERK Dated: Y ` oZ -A—f 3 In MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY APPROVED AS TO FORM:. By: ✓�1 CITY ATTORNEY 22 Dated IML/ CITY FOUNTA LEY ATTEST: Dated: ATTEST: CITY CLERK MAYUK APPROVED AS TO FORM; I3y; e,4 CITY ATTORNEY CITY OF FULLERTON MAYOR APPROVED AS TO FORM: 23 CITY A'I"I'ORNEY Dated: ATTEST: CITY OF FOUNTAIN VALLEY By: MAYOR APPROVED AS TO FORM: By: By: CITY CLERK CITY ATTORNEY Dated: CITY OF FULLERTON By: a Mart, ['11j, �v MAYOR ATTEST: APPROVED A/,obi FORM: Bv: By: CITY CLERK ( CITY TORNEY 23 Dated: CITY OF GARDEN GROVE By: MAYOR ATTEST: APPROVED AS TO FORM: B . By: CITY CLERK CITY ATTORNEY Dated& ATTEST: By: CITY CLERK CITY OF HUNTINGTON BEACH By: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY 24 Dated: ATTEST: By: CITY CLERK Dated: ATTEST: CITY OF GARDEN GROVE By: MAYOR APPROVED AS TO FORM: y. CITY ATTORNEY CITY OF HUNTINGTON BEACH v MAYOR PRO TEM APPROVED AS TO FORM: APPROVED AS TO FORM JENN,IF McG City Attorney BDquCity Attorney f�i ByLd� ff� ( ITY yATTORNEY -Zo - 1-5 71 24 Dated: CITY OF NEWPORT BEACH B :r� Y MAYOR ATTEST: APPRZ7,01 ` c f B pORr By: y: B UCITY CLERK Y ATTORNEY c�t�aoaN�� Dated: �% �v '' CITY OF ORANGE ATTEST: By: CITY CLERK MAYOR APPROVED AS TO FORM: o CITY ATTORNEY 25 Dated: ATTEST: By: CITY CLERK Dated: CITY OF NEWPORT BEACH By: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY CITY OF ORANGE MAYOR ATTEST: APPROVED AS TO FORM: By: I 1 �� c� kVv� By: C14 CLERK CITY ATTORNEY 25 gnaff IR 1 I XISETS AS OF JUNE 1.1886PER A GRAPNS.2A OLD NEW GURRENTYAW W bYM BEFOR6Ft PL—A-09d ii1• 2 P - Aphhoarde x 1 060'00 15 sere 3 1- N 0abInst x 480.00 1_ ears 4 3-'M3 x 1400.00 6 years 6 1- VCFJ x 326.00 3 ears 6 i - Answerphone Media to a line x 530.00 b years 7 2- Pakssts x 0,000. 0 3 years a 1- Fax machine x 1 600.00 3 yogre 0 1 -24 hour loggIng recorder x 81 8 9.o01b ears t0 1 - Round table x 170.00 i6 y4are fi 6 - 2 prewar tils cabinets x 1.000,00 tS ears 12 6 - 3 Shelf bookc6ses x 600.00 1ti ears ' t3 2 - Small credenza% x 300.00 6 ears 0 2 - Large credenza x 600.00 ears Is 3 - Executive office chairs x 900.00 6 ears 18 - O chairs x 1 050.00 6 e _are,_ 17 6 - Dis arch chairs x 3,000.00 2 years 13 10 - COnterenoe room chairs x 2,500.00 6 years 19 0 - foichen chairs x 1,200.00 3 years Z0 4 - Of&e chairs x 300.00 2 years 2i 1 - Gou 1- hair x 800.00 10 years 22 8 - Reception area tables x 00.00 i5 years 2S 3 -ONlcs desks with computer atatlonslreturns x 8.260.0016 years 24 3 - Ofiios oredenZWO x 3,000.00 16 years 25 1 - 2 Drawer file oebinst x I 1 100.00 S dais 28 6 - Sets Clawson Cards x 2,399.00 10 years 27 3 - Computor worktables x 000.00 t6 years 28130 - Lockets x 600.00 6 years SS 1 - Coat rack x 210,00 10 Years aP 3 - 4 Drawer file cabinet x 760.00 6 ears M 1.,Supply cabinet x 150.00 6 rs 31 1 - Securityfire Elie x 406.00 iS rs Par EXHIBfrw 8d INVENT R A8 DUNE 4,1908 P R PARAORAPH 2.2A OL0 fawicORIIINT A B IMO 3 EFO EFIEPLAO MEHT SI 2 • malt conference room oredenza'e x 720.00 15 ears a1 1 - Conference room table x 740.00 10 ears 98 1 - Refrigerator x t,000.00 10 YaRre >R 1 - Microwave oven x 400.00 8 Yearg 391 1 - Dishwasher-_ x 400.00 10 ears Sol 1 - ;3 m x 800.00 10 y1are 401 2 - Miscellaneous orange county watt maps x 1,700.00 10 Veare st Is5 - Miscellaneous Plotures x 3,270.00 10 YOOrs 421 t - IA 4M Pius x i 200.00 bears i - Powers x 4, 00.00 bears 4A 1 - Ke boardlMonitor X 650.00 p Ifears 45 t - Desk let 850C x 800.00 5 ears 46 1 -Scanner x 980.00 5 eare 4r 1 - Mlsceiteanous Software x 1,800.00 b Years 46 2 - Color Plus 14 in. Monftor x 900.00 8 ysars 49 2 - EMOnded KayboatO tI x 200.00 8 Years 5D 2 - Power o 601160MM x 3,400.00 3 YOUG 61 1 - Centu PMV D3 x 500,00 1 Year BZ 1 -14 8u er VOA Color Monitor x 190.00 i Year 63 1 - Keyboard x $0.00 1 Your IA Mlsoellaneous Offloe suF21tes On band 1,500.00 65 1 - OC Conference tam. x 00.00 b years 66 4 - WBIVOesk Clocks x 00.00 5 wears by 1 - CADI Iac tam Ill x I 29 000.00 5 aare 1 - C VNCP acicu tam x 28,000.00 b Years 60 TOTAL I f178,976.00 M MIBIT'R 1 ! ENTOR A38 T'S AS OF JUNE 1,1990 PER PARAGRAPH 2.2 A OLD NEWICURRENTYALUE 2 2- tXKul11PLUS X 1 38 000.00 9 4- 0—OM It PLUS REOONROUREO X X 37 880.00 4 8 - 0121W Call Checks X 23 301.00 8 0 - 911 Equipment X 33,414.60 8 System 11 Radto E td ment X 400 107.00 7 0 MDT FrequencyPmquency 1,000,000.00 a 10 CAD System Hardware & Software X 1,290,000.00 11 11 18(TOTAL 2,820,092.00 Par BHOIT'B' A a C D 1 INVENTORY ASSETS AS OP.NLY 1 1990 PER PARAGRAPH 212 8 OLO NEW ORICHMALVALUE 2 5 -'Syntor Sass Radlos X 16,966.00 9 2.8 for Base Local Trunked CORIM90re X 1 O 880.00 8 1 - CAD Interface Syntor, PC & Modem X 23.000.00 6 3 - Clawson HMO Catdsels X 1.050.00 6 7 TOTAL 60 386.00 Pam E)0tl8fi'C 1 INVENTORYASSIFTS AS OFJULY 1,1090 PER PARAGRAPH 2.2 C OLD NEW Yahm New 3 1- B1603A Sln to Bay 3• not enclosure X 1.400.05 3 3 - 81400 Master Control Panels X 11,616.00 4 irator Interface Modules (from CEO X 4,689.00 8 8 - 814Qt Channe Control Panels X 6,240.00 8 80 - 81406 T# i Channel Control Modules X 8,220.00 7 4 - 81602F Single . a 46 Degree 2 _panel Enclosures X 4 916.00 8 12 - BIWA Single Bay 4 Panel Enclosures X 2,078.00 e 4 - 81604F Single Say 46 Degree Panel Enclosures 2,378.00 t0 11-81240A Blank Halt Panels X 45 .00 If 0 - "t1 0A Headset Jacks 7t 1,320.04 t2 # - OLN8170 Olds F", for 8 Panel ea X 99.00 18 3 - KW Tele honeMeadsat Interface Boards X 1.028.00 10 6 - 8140ST2P,2 Channel Control Modules X 1 37Q.0Q 18 14 - 01406 T1HI Channel Control Modules X 6,200.00 t8 17 ITOTAL 61,046.00 Paf F-Wffirffi-d "I • CAD/RMS System Hardware & Software $1,298,500.00: Purchase and reimbursement over five years. First year invoiced as one Payment on April 15,1997. Second through flRh pears to be invoiced in quarterly payments at the beginning of July, October, January and April of each fiscal year.. PURCHASE k7o Total Amount Annual Pymt Quarterly Pymt Fountain Valley 4.62 $ , _S9,990.70 $ 11,998.14 $ 2,999.54 Huntington Beach 16.80 $ 218,148.00 $ 43,629.60 $ 10,907A0 NewportBeach 9.04 $ 117,384.40 $ 23,476.88 $ 5,869.22 REMBURSEMENT °lo Total Amount Annual Rmb Quarterly Rmb Anaheim 45.68 $ 180,674.95 $ 36,134.99 $ 9,033.75 Fullerton 16.41 $ 64,905.34 $ 12,981.07 $ 3,245.27 Garden Grove 19.35 $ 76,533.72 $ 15,306.74 $ 3,826.68 Orange 18.56 $ 73,409.09 $ 14,681.82 $ 3,670.45 ATTACHMENT #2 IL - Item 5. - 35 HB -172- Metro Cities Fire Authority SEG9NDTHIRD AMENDED - JOINT POWERS AGREEMENT This Seeendnird Amended Joint Powers Agreement, dated —for purpose of identification the day of , 2 W2013 is made by and effective when fully executed by authorized representatives of all of the following public entities; : A. City of Anaheim ("Anaheim"); B. City of Fouf,ain V ney ("F,.,...tai V eyBrea ("Brea") C. City of Fountain Valley ("Fountain Valley"); D. City of Fullerton ("Fullerton"); 13E. City of Garden Grove ("Garden Grove"); EF. City of Huntington Beach ("Huntington Beach"); FG, City of Newport Beach ("Newport Beach"); and C, 6H. City of Orange ("Orange"). RECITALS A. The Parties to this Agreement each provide fire protection, fire prevention, rescue, emergency medical and related administrative services within their respective boundaries. r s� - B. The Parties have determined that joint use of a central communications network and record keeping system reduces the administrative costs that would otherwise be incurred by each Party in providing fire suppression, emergency medical assistance, rescue service, and related services. C. The Parties have determined that the costs associated with maintaining the staff and equipment necessary to operate a Communications Center should be funded by the Parties through a formal Joint Powers Agreement with costs apportioned to reflect the extent to which the Parties utilize the emergency Communications Equipment and staff. D. The Parties have determined that joint use of a central communications network and record keeping system is also intended to foster cooperation among the Parties in the form of a separate written automatic aid agreement to consider the provision of emergency services by the closest available unit and to serve as a vehicle for evaluating other opportunities for joint operations. - HB -173- Item 5. - 36 E. The Parties each have the power and authority to perform, and contract with -one another pursuant to the Joint Exercise of Powers Act (Section 6500 et. seq. of the Government Code) for the performance of the duties and functions that form the basis of this Agreement. F. The Parties have the power to contract with other agencies for communications services, equipment and related items. G. The Parties entered into the initial Joint Powers Agreement on the 1st day of July, 1996. The First Amended Joint Powers Agreement is dated June 23, 1997- and the Second Amended Joint Powers Agreement is dated December 7 2000. The Parties wish to further amend said Agreement in its entirety through this SeeeedThird Amended Agreement, THE PARTIES AGREE AS FOLLOWS: CHAPTERI DEFINITIONS 1.1 Definitions For the purpose of this Agreement, the words or terms specified in this C-h"herein shall have the following meanings: A. "Administrator" shall mean the Communications Manager or equivalent position of the City of Anaheim. n _ B. "Agreement" shall mean collectively the initial Joint Powers Agreement dated July 1 1996 the First Amended Joint Powers Agreement Dated June 23. 1997, the Second Amended Joint Powers Agreement dated December 7 2000 and this Third Amended Joint Powers Agreement. - C. "Authority" shall mean the Joint Powers Authority known as the Metro Cities Fire Authority, created by this agreement pursuant to the Joint Exercise of Powers Act (Section 6500 et. seq. of the Government Code). GD. "Board" is the governing body of the Authority. DE. "Board member" shall mean the voting member or alternate appointed by the governing body of each Member agency to represent said agency on the Board. EF. "Capital Improvement Project" shall mean the acquisition of any piece of Communications Equipment or the funding of any Communications Center related project that requires an expenditure of $30,000.00 or more. r - FG. "Capital Outlay" shall mean the acquisition of any piece of Communications Equipment or the funding of any Communications Center related project that requires an expenditure of $500.00 or more but less than $30,000.00. Item 5. - 37 HB -174- GH. "Communications Center" shall mean that portion of any structure or physical facility that houses Communications Equipment and/or Communications Center Staff. 141. "Communications Equipment" shall mean all electronic equipment, including telephones, telephone lines, radios, computers and software located within, or connected to, the Communications Center and utilized for the fire or rescue -related emergency communications or records management of any of the Parties. U. "Member" shall mean any public entity that is a member upon the effective date of this Agreement or becomes a Party to this Agreement pursuant to the provisions of Section 9.1. JK. "Recorded Incident" shall mean any call for service dispatched within the jurisdiction of a Member's fire department that generates an incident number through any emergency Communications Facility used by any member during any relevant period prior to the effective date of this Agreement and through the Communications Center upon the effective date of this Agreement or at such time as the Communications Center begins operation pursuant to this Agreement. KL. "Communications Center Staff' or "Staff' shall mean all personnel of the City of Anaheim performing services related to the operations and maintenance of the Metro Cities Communication Center, or such agency or individual as may be appointed by the Board to perform these functions. LM. "Fiscal Year" shall mean the twelve month period commencing July 1st and concluding June 30th. 1-N. "Subscriber Agency" means each of the public agencies that are not Members of the Joint Powers Authority that wish to contract with Metro Cities Joint Powers Authority to receive communication services, equipment and related items and contribute to the cost of operating and administering this Joint Powers Authority by executing a subscriber agreement in a form approved by the Board. O "Treasurer" shall mean the Finance Director of the City of Anaheim, or his or her designee who shall hold the office in accordance with Government Code Section 6505.E and shall perform the duties as authorized in Section 6505 et seq of the Government Code. CHAPTER J1 SPECIAL CONSIDERATIONS This seetieAchapter establishes the rationale for the provisions relating to funding, administration and decision making, 2.1 Communications Center The Metro Cities Fire Authority Communications Center, located at 201 S. Anaheim Boulevard, Anaheim, CA, was constructed and is owned by the City of Anaheim. HB -175- Item 5. - 38 Ownership of the real property and facility housing the Metro Cities Communications Center will remain solely the City of Anaheim. The Board may change the location of the Communications Center. 2.2 Communications Equipment A. Certain existing communications equipment was acquired through the joint efforts of the Cities of Anaheim, Fullerton, Garden Grove and Orange and shall be identified as part of a fixed asset inventory system, which inventory is set forth on Exhibit "A" attached hereto and incorporated herein by this reference. Joint title to this equipment existing as of the date of termination or at the end of its useful life shall vest with the Cities of Anaheim, Fullerton, Garden Grove and Orange and shall be disposed of as outlined in Section 10.2. B. Certain existing communications equipment was acquired through the joint efforts of the Cities of Fountain Valley, Huntington Beach and Newport Beach and shall be identified as part of a fixed asset inventory system, which inventory is set forth on Exhibit "B" attached hereto and incorporated herein by reference. Joint title to this equipment existing as of the date of termination or at the end of its useful life shall vest with the Cities of Fountain Valley, Huntington Beach, and Newport Beach and shall be disposed of as outlined in Section 10.2. C. Certain existing communications equipment was acquired by the City of Huntington Beach and shall be identified as part of a fixed asset inventory system, which inventory is set forth on Exhibit "C" attached hereto and incorporated herein by reference. Title to this equipment existing as of the date of termination or at the end of its useful life shall vest with the City of Huntington Beach and shall be disposed of as outlined in Section 10.2. D. Title to equipment purchased jointly on behalf of the Authority, existing as of the date of termination or at the end of its useful life, shall vest with the Authority and shall be disposed of as outlined in Section 10.2. An inventory of such equipment.shall be maintained by the Administrator. E. After the effective date of this agreement, title to communications equipment purchased for the Communications Center separately by individual members of the Authority shall vest only with those individual members contributing to the purchase of said equipment. Such equipment shall be identified as part of a fixed asset inventory system, which inventory shall be maintained by the Administrator. Title to this equipment existing as of the date of termination or at the end of its useful life shall vest with those individuals purchasing said equipment and shall be disposed of as outlined in Section 10.2 F. The Cities of Anaheim, Fullerton, Garden Grove and Orange previously funded and installed a CAD/RMS System, the cost of which was $1,298,500.00 (hereinafter "System") which forms the basis of the communications network. The Cities of Fountain Valley, Huntington Beach and Newport Beach agree to buy into the CAD/RMS by paying their fair share of the cost of the System to Metro Cities in equal quarterly payments on July 1, October 1, January 1 and April 1 or the next business day should these days fail on a weekend or holiday, of each fiscal year over a period of five (5) years commencing July 1, 1996 and concluding June 30, 2001. The fair share reimbursement cost by the Cities of Fountain Valley, Item 5. - 39 HB -176- Huntington Beach and Newport Beach shall be allocated according to the formula in Section 6.1(a) of this Agreement, using the recorded incidents of the Metro Cities budget of 1996-1997, which incidents are based upon incidents occurring during the 1995 calendar year. _ Reimbursement to the Cities of Anaheim, Fullerton, Garden Grove and Orange shall be made by _ Metro Cities based on the amount each city contributed to the initial purchase of the CAD/RMS - System. -The Payment and Reimbursement Schedule is attached hereto as Exhibit "D" and incorporated herein by reference. G. Title to the System shall remain with the Cities of Anaheim, Fullerton, Garden Grove and Orange until Fountain Valley, Newport Beach or Huntington Beach pay thew full Fair Share of the cost of the System. At such time as Newport Beach, Huntington Beach or k Fountain Valley pay their full Fair Share of the cost of the System, title to the System shall alsoJ. s' vest in that City. Upon termination of this Agreement, or the end of the useful life of the System, ! the System shall be disposed of as provided in Section 10.2. H. The City of Brea agrees to contribute to the Authority Reserves for Communication Equipment Fund (Reserves) by paying their Fair Share of the balance of the _ Reserves as reported in the "Metro Cities Fire Authority Financial Report For The Quarter Ended December 31 2012" The City of Brea will pay their Fair Share costs in one lump sum or in equal quarterly payments on July i October 1 January 1 and April 1 or the neat business day should these days fall on a weekend or holiday, of each fiscal year over a period of five (5) years t - commencingon n Jul), 1 2013 and concluding June 30 2018. The Fair Share contribution by the City of Brea shall be allocated according to the formula in Section 6.1(a) of this Agreement, using the recorded incidents of the Authority budget of 2013-2014 which incidents are based _ upon incidents occurring during the 2012 calendar year. F_ s CHAPTER III PURPOSE AND POWERS : _ - 3.1 Authority Created _' L i= This Agreement creates a Joint Powers Authority known as the Metro Cities Fire Authority, The Authority is formed pursuant to the provisions of Article 1, Chapter 5, Division 7 is of Title I of the Government Code of the State of California (The Joint Exercise of Powers Act) The Authority shall be considered a public entity separate and apart from the Members. Within thirty (30) days after the effective date of this Agreement and after any amendment, the Authority shall cause a notice of such Agreement or amendment to be prepared and filed with the - Office of the California Secretary of State containing the information required by Government a Code 6503.5. : 3.2 Common Powers Each Party has the common power to, inter alia: F A. Provide fire protection, fire suppression, fire prevention, emergency medical, rescue and related services; HB -1 77_ Item 5. - 40 Item 5. - 41 HB _ I 78_ (30) days' written notice. Termination under this provision shall not constitute a default' or breach. The Authority shall not -be obligated to pay any additional lease payments but shall, after written notice from Lessor, deliver the Equipment to Lessor or its assignee. Lessor acknowledges that the individual Members shall not be liable for the debts of the Authority." G. The Authority empowers the Board to enter into leases, agreements and similar transactions that require the Authority to indemnify the person with whom the Board is contracting, so long as the exposure to liability under such indemnification is approved by the Risk Manager of Anaheim and by Legal Counsel of the Authority and so long as the maximum exposure to liability under such transaction does not exceed One Million Dollars ($1,000,000.00). H. To receive gifts, contributions, grants, and donations of property, funds, services and other forms of assistance from any person, firm, entity, corporation or public agency, I. To sue and be sued in its own name; J. To apply for any grant or grants offered in conjunction with any Federal, State or local program that is in any way related to the purpose of this Agreement; K. To adopt rules, regulations, policies, by-laws and procedures governing the operation of the Authority; L. To exercise any other power in the manner and according to the methods provided by applicable laws, rules or regulations, subject only to the restrictions on the manner of exercising such powers that may be applicable to the City of Anaheim. CHAPTER IV ORGANIZATION 4.1 Membership The Members of this Authority shall be the public entities which executed this Agreement or a subsequent amendment and have not withdrawn from, or had membership in the Authority terminated, as provided in Section 9.2 and Section 9.3. 4.2 Board A. The Board shall consist of one (1) voting member and one (1) alternate appointed by the governing body of each Member agency. B. Each Board member shall hold office from the first meeting of the Board after appointment and shall serve at the pleasure of their appointing authority. HB -179- Item 5. - 42 C. A Board member or alternate shall not receive compensation, but may be reimbursed by the Authority for expenses reasonably incurred while performing duties required by this Agreement, and as further specified and limited by resolution of the Board. 4.3 Principal Office The principal office of the Authority shall be 201 South Anaheim Boulevard, Suite 302 in the City of Anaheim, County of Orange. The Board has the full power and authority to change the principal office from one location to another within the County of Orange. 4.4 Meetings The Board shall meet at the principal office of the Authority, or at. such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution. Regular, adjourned and special meetings of the Board shall be called, noticed and conducted in accordance with the Ralph M. Brown Act or other relevant open meeting law. 4.5 Ouorum A majority of the Board (or the alternate for any absent voting member) shall constitute a quorum for the purpose of transacting business relating to the Authority, subject to the provisions of Sections 7.1 and 7.5. 4.6 Powers and Limitations All of the powers of the Authority are reserved to it and may be exercised by the Board, unless otherwise limited by law. Each Board member, or alternate in the absence of any voting member, shall be entitled to one vote and, except as expressly provided in this Agreement, including Sections 7.1 and 7.5, the affirmative vote of the majority of those present and qualified shall effect adoption of any motion, resolution, order or action the Board deems appropriate. 4.7 Minutes The secretary of the Authority shall provide notice of, prepare and post agendas for, and keep minutes of, each regular, adjourned and special meeting of the Board. The secretary shall send a copy of the minutes to each Board member and otherwise perform the duties necessary to ensure compliance with provisions of law including, without limitations, any applicable 'open meeting law" such as the Ralph M. Brown Act. 4.8 Rules The Board may adopt rules and regulations for the conduct of its affairs that are not in conflict with this Agreement. Item 5. - 43 HB -ISO- 4.9 Officers The Board shall select a chairperson and vice chairperson from its members and shall appoint a secretary who may, but need not, be a member of the Board. The L-easafer•Finance Director of the City of Anaheim shall hold the office of t-reastweFTreasurer and auditor, in accordance with Government Code Section 6505.6, and shall perform the duties as authorized in Section 6505 et seq of the Government Code. The z�Treasurer shall cause an independent audit to be made by a Certified Public Accountant in compliance with Section 6505 of the Government Code. The Certified Public Accountant shall be annually appointed by the Board. The treastrrerTreasurer shall keep all revenues of the Authority in a separate account, and, if available, an interest bearing account, and otherwise perform the duties and responsibilities of that office as specified in Sections 6505 et seq. of the Government Code. Any surplus funds not immediately needed may be invested in accordance with the investment policy annually adopted by the Board, as required by Government Code Section 53646, and consistent with Government Code Sections 53601, 53635, 16429.1 and 53684, as may be amended. The chairperson, vice chairperson and secretary shall hold office for a period of one year, or until a successor is appointed. The Board shall reorganize annually at its first meeting of the new fiscal year. 4.10 Bond The tr,, r Treasurer, auditor and such other persons who may have access to, or handle, any revenue of the Authority shall be required to file an official bond in an amount determined by the Board and consistent with the provisions of Section 6505.1 of the Government Code. This bonding requirement shall be satisfied if an existing bond is extended to cover the duties required by this Agreement. The costs of complying with the requirements of this Section shall be considered an administrative expense of the Authority. 4.11 Status of Officers and Employees In accordance with the Joint Exercise of Powers Act, all of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and all pension, relief, disability, workers compensation and other benefits which apply to the activities of officers, agents, or employees of any of the Member's agency when performing their respective duties or functions for that agency, shall apply to each of them to the same degree and extent while engaged in the performance of any activity, function or duty pursuant to this Agreement. 4.12 Fair Political Practices Act The members of the Board and alternates shall be considered public officials within the meaning of the Fair Political Practices Act of 1974, as amended, and its regulations, for the purposes of financial disclosure, conflict of interest and other requirements of such Act and regulations, subject to contrary opinion or written advice of the California Fair Political Practices Commission. KB -1 8 1 _ Item 5. - 44 CHAPTER V BASIC SERVICES 5.1 Communications Center - Operations A. The Communications Center shall be maintained and operated by the Authority, pursuant to this Agreement, for the use and benefit of all Members. The Communications Manager, or equivalent position, of the City of Anaheim shall be the Administrator of the Communications Center so long as Anaheim operates and administers the Communications Center. B. To provide for such maintenance and operations, the City of Anaheim will, through use of City of Anaheim employees, provide all services required to operate, maintain and administer the Communications Center. The Authority shall pay the actual costs of such operation and administration, plus an administrative overhead fee. The costs of such operation and administration, including administrative overhead, shall be borne by each Member according to its fair share percentage as determined pursuant to Section 6.1 hereof. C. The Board is empowered to develop policy to establish the service levels for the Communications Center operation and maintenance. D. Communications Center employees shall be governed by the same personnel rules, regulations, Memoranda of Understanding, administrative regulations and other related matters as apply to other employees of the City of Anaheim. Recruitment, position classifications and descriptions, hiring, discipline, promotion, and other employee -related functions shall be determined solely by the City of Anaheim. E. Anaheim will determine the procedures and standards of selection for employment and promotion, direct its employees, take disciplinary action, relieve its employees from duty for legitimate reasons, maintain the efficiency of communications operations, determine the methods, means and personnel by which it will meet the service levels established by the Authority. F. Anaheim may elect to discontinue providing services for the operation and administration of the Communications Center by giving notice of such election in writing to the Board a minimum of six (6) months prior to such cessation. In the event of such discontinuance by Anaheim, the Board may appoint another Member as the administrator or contract with another provider of such services. Should Anaheim's services as operator and administrator of the Communications Center terminate, use of the City of Anaheim's facilities shall also terminate unless a separate use/rental agreement is approved. Anaheim's election to discontinue providing services set forth herein does not constitute Withdrawal from the Authority. G. The Board may elect to terminate Anaheim's services as operator and administrator of the Communications Center by giving notice of such election in writing to Anaheim a minimum of six (6) months prior to the date of such termination. In the event of such termination, the Board may appoint another Member as the administrator or contract with another provider of such services. Such termination of Anaheim's services does not in and of Item 5. - 45 HB -182- itself constitute either Withdrawal or Termination of Anaheim from the Authority. Should Anaheim's services as operator and administrator be terminated by the Board, use of the City of Anaheim's facilities shall also terminate unless a separate rental/use agreement is approved. H. Each Member acknowledges that the City of Anaheim owns the property (land and facility) on which the Communications Center is situated at the time of the formation of the Authority. Rental costs, depreciation and other factors relating to use of this property are not currently included in either the administrative overhead fee or the costs of services provided by Anaheim. 5.2 Maintenance of Equipment A. The Authority through its Board shall maintain and repair all Communications Equipment, including, without limitation, telephones, radios, computers, hardware, software, electrical systems and all related mechanical devices or facilities other than equipment which Members are required to install pursuant to provisions of Subsection C. B. The Authority through its Board shall purchase new or used Communications Equipment as necessary to replace existing equipment or upon a determination by the Board that new or additional Communications Equipment will facilitate emergency communications. C. As a condition to receiving emergency communications services, each Member shall install and maintain, the following equipment in each fire station, rescue facility, or related mobile unit as maintained by the Member: 1. A station direct telephone line with handset originating at the Communications Center or a personal Alpha/Numeric pager for each unit. A station vocal or paging line and speaker originating at the Communications Center. 3. A minimum of two emergency telephone reporting trunk lines terminating at the Communications Center. 4. One mobile data computer terminal or status message device in each operating fire company or rescue unit. 5. Other equipment which the Board determines to be necessary to maintain an effective communications network. Each Member shall pay the costs of installing, maintaining and repairing the Communications Equipment it is required to provide pursuant to this Paragraph. All maintenance and repair of hardware and Communications Equipment which are physically connected to the Communications Center shall be coordinated through the Communications Center Management. HB -183- Item 5. - 46 D. Subject to prior Board approval, any Member may install special Communications Equipment or extra telephonic equipment provided the installing Member pays all the equipment and installation costs. The Board may approve Member's requests for installation of special equipment only on a finding that neither the Authority nor any Member will incur any additional cost and that installation of the equipment will have no adverse impact on emergency communication capability. E. Each Member shall provide the Authority through the Administrator with mapping and related emergency dispatching information necessary for the efficient deployment of fire units and manpower. Each Member shall continually update mapping and deployment information and provide this information to the Authority through the Administrator and each Member as appropriate. F. Each Member shall be responsible to provide a back-up emergency dispatch system to provide alternative emergency communication services within that Member's jurisdiction in the event Communications Center systems at the Communications Center are disabled or inoperative. 5.3 Services To and Reimbursement From Subscriber Agencies A. Public entities in Orange County may receive communication services, equipment and other items (hereinafter "communication services") from this Authority by executing a Subscription Agreement in the form approved by the Board and by paying the annual fee and/or other costs, as determined by the Board. Agencies which desire to participate as Subscriber Agencies must sign the Subscription Agreement prior to receiving services or sharing equipment or other items, and must pay their fee by July 30 of the fiscal year for which subscription is desired. Subscription Agreements shall renew automatically from year to year unless otherwise specified in the Agreement. Agencies which subscribe for an entire fiscal year may, at their option, elect to pay their fee in four equal installments due and owing on or before July 30, October 1, January 1 and April 1. Agencies which choose to become Subscriber Agencies after the commencement of the fiscal year must sign the Subscription Agreement and pay the full amount of the fee prior to seeking services. Fees for subsequent fiscal years, may be revised by the Board. B. The Board may terminate any or all Subscription Agreements by giving the affected Agency or Agencies ninety (90) days prior written notice. C. • Revenue from Subscriber Agencies shall be allocated as directed by the Board CHAPTER VI FUNDING AND ADMINISTRATION 6.1 Fundine Each Member shall pay a portion of the costs incurred by the Authority in providing the services described in Section 5.1. Each Member's share of the costs incurred by Item 5. - 47 xB -1 s4- the Authority shall be based upon that Member's "fair share percentage" which shall be determined in accordance with the provisions of this Section. The number of Recorded Incidents attributable to each Member represents the most equitable basis for determining that Member's share of the costs incurred by the Authority. A. The contribution of each Member shall be based upon the number of Recorded Incidents attributable to each Member, divided by the Recorded Incidents attributable to all Members, during the calendar year preceding the fiscal year for which that Member's fair share percentage is being calculated. Once determined for any fiscal year, the Member's fair share percentage shall remain unchanged. The following is the formula pursuant to which the fair share percentage will be calculated: RECORDED INCIDENTS ATTRIBUTABLE TO A MEMBER (DIVIDED BY) RECORDED INCIDENTS ATTRIBUTABLE TO ALL MEMBERS (EQUALS) MEMBERS FAIR SHARE PERCENTAGE B. Each Member's contribution to the budget shall be determined by multiplying that Members fair share percentage by the amount of the budget or budgetary component. C. The Administrator, or his or her designee, shall invoice each Member agency that agency's total fair share percentage of the budget in accordance with a payment schedule set by Resolution of the Board. D. Final year-end adjustments of Members' costs representing the difference between estimated annual expenditures and actual annual expenditures shall be calculated by no later than the last day of the first quarter of the following fiscal year. If a Member agency wishes such credits to be either paid to each Member agency or credited to that Member Agency's Member Specific Communications Equipment replacement component fund as outlined in Section 7.2.A.5, that Member's representative on the Board shall notify the Treasurer of such election by no later than September 20 of the following fiscal year. If no Member agency has made such an election by September 20 of the following fiscal year, the Treasurer shall deposit all year-end credits into the Communications Equipment capital reserve account by September 30, as outlined in Section 7.2.A.4. If any Member Agency by September 20 of the following fiscal year elects either payment of the year-end credit or deposit of such credit into its Member Specific Communications Equipment replacement component, the remaining Members shall either be paid the year-end credit or elect to deposit the credit into their Member Specific Communications HB -t 85- Item 5. - 48 Equipment replacement component in accordance with policies and procedures established by Resolution of the Board. 6.2 Administrative Services A. Anaheim shall provide the Administrative Services required for operation of the Communications Center, and management and administration of the personnel within, for an administrative fee of twelve percent (121/16) of the Communications Center operations and capital outlay and the Member specific communications operations components of the budget, as outlined in Sections 7.1.A.1 and 7.1.A.2. Administrative Services includes, but is not limited to general accounting of funds received and disbursed, preparation of invoices to Members, preparation of documents relative to any grant program, routine legal counsel and services from various departments within the City of Anaheim as may be necessary from time to time, including but not limited to Human Resources and Labor Management Departments, Finance Department, Purchasing, and such other functions as may be required by this Agreement or the provisions of any law including, without limitation, the Joint Exercise of Powers Act. B. Anaheim's City Attorney's Office will serve as general counsel to the Authority to provide routine legal counsel services required from time to time. Extraordinary legal services (for example, Anaheim's time and expense or the expense for outside counsel in connection with a lawsuit against the Authority, its officers, agents, employees, representatives and volunteers providing services to the Authority) constitute additional expenses and are not covered by the administrative overhead. 6.3 Emergency Repairs In the event the Communications Center or Communications Equipment suffers damage which interferes with emergency communications services and requires emergency repairs, the Administrator is authorized without prior Board approval to expend the funds to have the necessary emergency repairs made so that services are resumed as soon as possible. Prior Board approval shall be obtained whenever practical. 6.4 CayitalImprovements-Funding In the event the Communications Center or Communications Equipment suffers damage and the cost of repairs exceeds sums designated for repair in that component of the budget and any reserve fund, the Administrator shall promptly solicit bids for the repair of damage from at least three (3) responsible firms. The Administrator shall then present said bids to the Board to award the contract to the lowest responsible bidder and to direct the accepted responsible bidder to make the repairs as soon as possible. Expenditures shall be approved in accordance with Section 7.213, approval of which shall require the positive consent of the number of member agencies necessary to represent a minimum of Fifty -One Percent (51%) of the fair share participation in the Authority. Each Member shall pay its estimated fair share percentage of the repairs within 30 days after the award of the contract. Item 5. - 49 HB -186- CHAPTER VII BUDGETARY PROVISIONS 7.1 Annual Budget The Board shall adopt an annual budget pursuant to this Agreement and procedures adopted by the Board. A. A preliminary draft of the budget shall be presented to the Members by the last business day in January of each year for their review. Said budget shall be submitted to the Board for consideration and adoption. Budget adoption shall require positive consent of the number of Board members necessary to represent a minimum of Fifty -One Percent (51%) of the fair share participation in the Authority. 7.2 Special Budgetary Consideration A. The budget adopted by the Board shall include but not be limited to: 1. A Communications Center operations and capital outlay component, which shall provide for the personnel, maintenance and operations support, and capital acquisitions necessary for the joint operation of the Communications Center as described in Section 5.1 and 5.2. 2. A Member(s) specific communications operations component, which shall provide for the maintenance and operation of the Member specific Communications Equipment described in Section 5.2 (C). A Board member may make deposits to and request disbursements from this component, in accordance with the written policies and/or procedures of the Board. 3. A Capital Improvement Project component, which shall provide for the acquisition or replacement of major Communications Equipment items or fund major Communications Center related projects. 4. A Communications Equipment capital reserve component, which shall be deposited into a common designated reserve account designed to defray future replacement costs of major components of the Communications Equipment. 5. A Member(s) specific Communications Equipment replacement component, which shall be deposited into a Member specific designated reserve account designed to defray future replacement costs of Member specific Communications Equipment. A Board member may make deposits to and request disbursements from this component, in accordance with the written policies and/or procedures of the Board. xB -1 87- Item 5. - 50 6. If the Board elects to establish a liability reserve fund component - as provided for in Chapter VIII, the amount of the fund, and the amount of annual contribution to the fund, shall be those amounts established by the Board. B. Except as provided in Section 6.3, the contributions of Members shall be used to defray the costs and expenses associated with the budget. Special assessment(s) that do not exceed ten percent (10%) of the annual budget may be made by the Board through a budgetary amendment. Special assessments that exceed ten percent (10%) of the annual budget _. may be levied by the Board provided that prior approval of the legislative body of each Member is first obtained C. Each Member's annual contribution to the budget shall be determined by r = adding the following: (i) Communications Center operations component, less the amount = identified in the City of Anaheim budget for facility rental, multiplied by that Member's fair _ share percentage; (ii) That portion of the Member's Specific Operations Component attributable to that Member's specific Communications Equipment; (iii)_The Capital Improvement Project component multiplied by that - Member's fair share percentage; t _� (iv) A Communications Equipment Capital reserve component ; multiplied by that Member's fair share percentage; (v) That portion of the Member's specific Communications Equipment replacement component attributable to that Member; r - (vi) That Member's share of the administrative expenses which shall be *� calculated by multiplying the amount of reimbursement by that Member's share of the communications operations and Member specific operations component of the budget; and (vii)_The cost of risk financing, as provided for in Section 8.2, multiplied by that Member's fair share percentage. 7.3 Disbursements - - 4 The tr-easuIefTreasurer shall draw checks in accordance with policies and/or , procedures established by Resolution of the Board. A summation of such payments shall be ; presented to the Board as part of the,��Treasurer's quarterly report. - 7.4 Accounts _s Item 5. - 51 HB -188- All funds shall be placed in accounts and the receipt, transfer or disbursement of funds during the term of this Agreement shall be accounted for, in accordance with generally accepted accounting principles applicable to governmental entities. There shall be strict accountability for all funds. All interest earnings, revenues and expenditures shall be reported quarterly to the Board. 7.5 Expenditures Within Approved Annual Budget All expenditures shall be within the limitations of the approved annual budget or as amended by the Board. Amendments to the approved annual budget shall require positive consent of the number of member agencies necessary to represent a minimum of Fifty -One Percent (51%) of the fair share participation in the Authority. CHAPTER VIII LIABILITY/INSURANCE 8.1 Liabilities The debts, liabilities and obligations of the Authority shall not be considered the debts, liabilities or obligations of any Member, except as otherwise provided in this Chapter. 8.2 indemnification/Hold Harmless A. The Authority shall defend, indemnify and hold harmless each Member, its officers, agents, employees, representatives and volunteers from and against any loss, injury, damage, claim, lawsuit, liability, expense, or damages of any kind or nature arising out of or in connection with the performance of services pursuant to this Agreement. The Authority shall finance its obligation pursuant to this Subsection by establishing a liability reserve fund, by purchasing commercial insurance, by joining a joint powers insurance authority (JPIA), and/or by requiring that assessments be paid by each Member pursuant to this Subsection. In the event that the Authority's financial obligations to indemnify, defend and hold harmless, pursuant to this Subsection, exceed the liability reserve fund and the proceeds from any applicable insurance or JPIA coverage maintained by the Authority (hereinafter "Unfunded Liability"), each Member hereby agrees to indemnify and hold harmless the Authority for such deficiency in accordance with the following: In the event an Unfunded Liability arises, the contribution of each Member shall be in an amount equal to the total Unfunded Liability multiplied by that member's percentage of the budget as specified in Section 6.1. B. The Authority, its officers, agents, contractors, employees, representatives, Staff, and volunteers (hereinafter, for the purposes of Subsection 8.2.B and 8.3, collectively referred to as "Emergency Dispatchers"), shall not be liable, in any manner, to any Member, or to an officer, official, or employee of any Member, for any loss, injury, damage, claim, lawsuit, liability, expense, or damages which may be incurred by, or brought against a Member which is providing any type of emergency response service undertaken by any Member pursuant to a call, dispatch, or instruction (by whatever name called) issued by, or on behalf of the Emergency HB _ 1 89_ Item 5. - 52 Dispatcher, regardless of whether or not such liability may have arisen, in whole or in part, by the negligent acts, conduct, or omissions of one or more of the Emergency Dispatchers. C. Each Member shall assign to the Authority its rights, title, and interest to recover damages from any third party, to the extent that the Authority has met its obligations to such Member pursuant to this Section 8.2. D. Should any Member utilize the Communications Center for its own individual purposes, outside the scope of the Authority, such Member shall indemnify, defend, and hold harmless the Authority and other Members from all claims, demands, actions, liability, or damages of any kind or nature, arising out of such use. E. No provision of this Agreement shall be construed as to require any party to obtain or maintain liability or other insurance coverage not otherwise required by law. 8.3 Waiver Except as provided in Section 8.2, each Member waives and gives up any claim against, or right to sue, the Authority, or its respective officers, employees, Staff, agents, contractors, representatives or volunteers for any loss, damage or injury that arises out of, or is any way related to, such Member providing any type of emergency response service pursuant to a call, dispatch, or instruction issued by, or on behalf of, the Emergency Dispatcher, regardless of whether or not such liability may have arisen, in whole or in part, by the negligent acts, conduct or omissions of one or more of the Emergency Dispatchers. This waiver extends to liability for bodily injury or property damage that may be sustained by any Member or its officers, employees, contractors, or agents, and which was proximately caused, in whole or in part, by the negligent act, conduct or omission of the Authority, its respective officers, employees, Staff agents, contractors, representatives or volunteers. However, this waiver does not extend to bodily injury or property damage caused by an unlawful, fraudulent or willful act or omission of the Authority or its officers or employees. CHAPTER IX ADMISSION AND WITHDRAWAL OF MEMBERS 9.1 New Members Public entities may become Members in the Authority upon such terms and conditions as may be specified by the Board. New Members shall pay a surcharge to be determined by the Board at the time of application. 9.2 Withdrawal A Member may withdraw from the Authority at the end of any fiscal year and terminate its rights and obligations pursuant to this Agreement by giving written notice of its intention to terminate to the secretary of the Board no later than December 31 prior to the termination of the fiscal year in which the Member intends to withdraw. The written notice shall be accompanied by a resolution or minute order of the legislative body of the Member specifying Item 5. - 53 HB -190- its intent to withdraw from the Authority. Withdrawal of a Member, however, shall not relieve the withdrawing Member of its proportionate share of any debts or other liabilities incurred by the Authority prior to the effective date of such withdrawal, or any liabilities imposed upon or incurred by the Member pursuant to this Agreement prior to the effective date of such withdrawal, and such withdrawal shall result in the forfeiture of all rights and claims of the withdrawing Member to any repayment' of contributions or advances or other distribution of funds or property after withdrawal, including distribution in the event of termination of the Authority, except Member Specific Communication Equipment, provided the withdrawing Member pays all costs of removal. 9.3 Breach The Board shall have the authority to terminate the Membership of any Member in the event the Member materially breaches its duties pursuant to this Agreement. For the purposes of this Section, the term "material breach" shall include, without limitation, a failure to fund the budget in accordance with the Chapter VI, the failure to make any contribution or pay any assessment when due, and the failure to defend or indemnify other Members as required in Chapter VHL The Board shall give the Member notice of the breach and the right to cure the breach within thirty (30) days of the notice. In the event the Member fails to cure the breach within thirty (30) days, the Board shall have the right to immediately terminate the Membership. Termination of the Membership of a Member for breach shall not relieve the terminated Member of its proportionate share of any debts or other liabilities incurred by the Authority prior to the effective date of such termination, or any liabilities imposed upon or incurred by the Member pursuant to this Agreement prior to the effective date of such termination. However, such termination shah result in the forfeiture of all rights and claims of the terminated Member to any repayment of contributions or advances or other distribution of funds or property after termination, including distribution in the event of termination of the Authority, except Member Specific Communication Equipment, provided the terminating Member pays all costs of removal. 9A Penalties Notwithstanding Section 9.3, and without waiving any other remedies available by law or through this Agreement, the Board shall adopt policies and procedures imposing penalties for failure of arty Member to pay any amounts due under this Agreement. CHAPTER X TERMINATION AND DISPOSITION OF ASSETS 10.1 Termination HB - 191 - Item 5. - 54 The Authority shall continue to exercise the joint power specified in this Agreement until termination of this Agreement. This Agreement shall terminate if €ve46six 6 or more Members give the Authority written notice of their intention to withdraw as specified in Section 9.2 or if the Members mutually agree to terminate this Agreement. No termination of the Authority shall occur until all of its debts, liabilities, and obligations and other evidence of indebtedness are paid or adequate provision for such payment is made in accordance with the resolution of the Authority. No termination of the Authority shall occur which is contrary to the language, spirit or intent of any contract or agreement entered into by the Authority with the U.S., the State of California, or any department, administration or agency of either. 10.2 Distribution of PropCM A. All capital equipment purchased as part of this Agreement, shall be assigned an "operating life" by the Board. The Board shall also designate equipment which is critical or non -critical to the operation of the facilities. Upon termination of this Agreement, all capital equipment either functioning within its operating life or beyond, shall be appraised by an independent appraiser and equipment designated as critical may be purchased first by the City of Anaheim and then by any Member agency who is interested and who, having submitted a sealed bid, is the highest bidder. Such sealed bid shall not be lower than the appraised value. Non- critical capital equipment may be purchased by any Member agency based on procedures adopted by the Board. Capital equipment not purchased by Member agencies, shall be sold to the public at appraised value or at public auction. The proceeds of all sales shall be paid to each Member pursuant to their fair share percentage as determined for the most recent fiscal year. B. Upon termination of this Agreement, all capital equipment purchased prior to this Agreement, as specified in Section 2.2.A through 2.2.F shall be returned to the Member or Members holding title to the equipment. C. In the event of termination of the Authority, any remaining funds, property or other assets of the Authority, following discharge of all debts, liabilities and obligations of the Authority, shall be distributed to the Members for any un-reimbursed advances, contributions, or in -lieu contributions made or given to the Authority by such Members, and distributed to all Members on the same basis as the annual distributions to Members under this Agreement. CHAPTER XI Item 5. - 55 HB -192- MISCELLANEOUS 11.1 Amendments Except for Sections 6.2, 7.1, 7.5, 8.2 and 8.3, this Agreement may be amended with the approval of a majority of the Members. Amendments to Sections 6.2, 7.1 and 7.5 shall require positive consent of the number of Members necessary to represent a minimum of Fifty - One Percent (51%) of the fair share percentage as determined for the most recent fiscal year in the Authority. Amendments to Sections 8.2, 8.3 and 11.1 shall require the unanimous consent of the Members. No amendments to this Agreement may be made which would adversely affect the interests of the owner of bonds, letters of credit, or other financial obligations of the Authority. 11.2 Notice Any notice or instrument required to be given or delivered pursuant to this Agreement shall be deemed given when personally delivered to the Member or the Authority, or deposited in the United States mail, first class postage pre -paid, and properly addressed to the principal office of the Member or the Authority. 11.3 Partial Invalidity If one or more of the Chapters, Sections, paragraphs or provisions of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, `-'--: each and all of the remaining Chapters, Sections and paragraphs shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law, provided, the = W _ - remaining Sections or provisions can be construed in substance to constitute the Agreement the Parties intended in the first instance. HB -193- Item 5. - 56 11.4 Counterparts. This Agreement may be executed in any number of counter2arts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. [Siznatures appear on the following pages) p7K Item 5. - 57 xs -194- IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed unattested by their duly authorized officers, and to have their official seals affixed hereto as of the date first stated above. Dated: ATTEST: By: CITY CLERK Dated: ATTEST: By: CITY CLERK CITY OF ANAHEIM By: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY CITY OF BREA By: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY 23 HB -195- Item 5. - 58 Dated: CITY OF FOUNTAIN VALLEY By: MAYOR ATTEST: APPROVED AS TO FORM: By: By: CITY CLERK CITY ATTORNEY Dated: CITY OF FULLERTON M ATTEST: APPROVED AS TO FORM: By: By CITY CLERK CITY ATTORNEY 24 Item 5. - 59 HB -196- Dated: CITY OF GARDEN GROVE By: MAYOR ATTEST: APPROVED AS TO FORM: By: By: CITY CLERK CITY ATTORNEY Dated: CITY OF HUNTINGTON BEACH By: MAYOR ATTEST: APPROVED AS TO FORM: By: By: CITY CLERK CITY ATTORNEY 25 HB -197- Item 5. - 60 Dated: ATTEST: By: CITY CLERK Dated: ATTEST: By: CITY CLERK CITY OF NEWPORT BEACH By: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY CITY OF ORANGE By: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY 26 Item 5. - 61 HB -1 9s- City Of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachea.gov Office of the City Clerk Joan L. Flynn, City Clerk June 11, 2013 Metro Cities Fire Authority Attn: Teri Chamness 201 S. Anaheim Blvd., Ste. 302 Anaheim, CA 92805 Dear Ms. Chamness: Enclosed please find two originals of the "Metro Cities Fire Authority Third Amended Joint Powers Agreement." Upon execution by the all parties, please return one complete original back to: Joan L. Flynn City Clerk 2000 Main Street Huntington Beach CA 92648 Your attention to this matter is greatly appreciated. Sincerely, J an L. Flynn, CIVIC City Clerk JF: pe Enclosure: Agreements G:followup:agrmtltr Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand ► W Office of CITY ATTOR.1 EY January 2, 2001 �Y 'k CITY OF ANAHEIM, CALIFORNIA 200 South Anaheim Boulevard, Suite 356 Anaheim, California 92805 Telephone: 7141765-5169 FAX: 714/765-5123 waw.anaheim.nPt I's ca C. 7 T Fire Chief Michael Dolder City of Huntington Beach !' 2000 Main Street; Huntington Beach, CA 92648 Dear Chief Dolder: N3 =r Enclosed is a fully executed Second Amended Agreement for the Metro Cities Joint Powers Authority. Per my telephone conversation today with Carolyn, this Agreement will be forward by your office to the City Clerk. Thant: you for your cooperation. CJF Very truly yours, JACK L. WHITE, CITY ATTORNEY BY 44U4 CAROLJ. Deputy City Attorney ai {/e • J .I W STATEMENT OF ACTION OF THE CITY COUNCIL CITY OF HUNTINGTON BEACH "*"*"- Indicates Portions Of The ft feeting Not Included In The Statement Of Action Council Chamber, Civic Center Huntington Beach, California Monday, July 17, 2000 An audiotape of the 4:00 p.m. portion of this meeting and a videotape of the 7.00 p.m. portion of this meeting are on file In the Office of the City Clerk. The regular meeting of the City Council and the Redevelopment Agency of the City of Huntington Beach was called to order at 4:00 p.m. CITY COUNCIUREDEVELOPMENT AGENCY ROLL CALL_ PRESENT: Julien, Garofalo, Green, Bauer, Sullivan (arrived 4:08 p.m.), Dettloff (arrived 4:25 p.m.) ABSENT: Harman •#####!!!i!i!!!f!t!###################R#####ii\!\i!i!!f#R#R####Ri###i#\#iii#i•!ii#######lRRRRRR#R###RRRR##!!! On motion by Green, second Dettloff, Council approved the following Consent Calendar items as recommended by the following roll call vote: AYES: Julien, Sullivan, Harman, Garofalo, Green, Dettloff, Bauer NOES: None ABSTAIN: None ABSENT: None (City Council) Approved Second Amended Joint Powers Agreement for Metro Cities Fire Authority (600.40) - Approved and authorized the Mayor and the City Clerk to execute the Metro Cities Fire Authority Second Amended Joint Powers Agreement (Cities of Anaheim, Fountain Valley, Fullerton, Garden Grove, Newport Beach, Orange and Huntington Beach) •f!!##A\liii!•f!!!!!#!#!R##R##!!!RR!####R###ii •i!f H!f!!#!i!!!ii\#!!!#!f!!\!tf!!!#####R##RRRR#AR##R!R#RRR#!!# The meeting adjourned to Monday, August 7, 2000, at 5:00 p.m., In Room B-8, Civic Center, 2000 Main Street, Huntington Beach, California ATTEST. /s/ Connie Brockway City Clerk/Clerk STATE OF CALIFORNIA ) County of Orange } ss: City of Huntington Beach } /sl Connie Brockway City Clerk and ex-ofticio Clerk of the City Council of the City of Huntington Beach, California /s/ Dave Garofalo Mayor i, Connie Brockway, the duty elected City Clerk of the City of Huntington Beach, California, do hereby certify that the above and foregoing is a true and correct Statement of Action of the City Council of said City at their regular meeting held on July 17, 2000. Witness my hand and seal of the said City of Huntington Beach this 31th day of July, 2000. /s/ Connie Brockway City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California B r4: -- a De Ci erk �.J Council/Agency Meeting Held: Deferred/Continued to: 'FAve 0 Conditional) pproved 0 Denied I- - CIer ' gnature Council Meeting Date: July 17, 2000 Department ID Number. FD 00-008 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator one PREPARED BY: MICHAEL P. DOLDER, Fire Chief/information Systems Director /)\-- SUBJECT: APPROVE SECOND AMENDED JOINT POWERS AGREEMENT FOR METRO CITIES FIRE AUTHORITY Statement of Issue, Funding Source, Recommended Action, Altemative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Should the City sign the Second Amended Joint Powers Agreement to continue participation in the Metro Cities Fire Authority? Funding Source: No additional funding is required. Recommended Action: MOTION TO approve and authorize the Mayor and the City Clerk to execute the Metro Cities Fire Authority Second Amended Joint Powers Agreement. Alternative Action(sl: Take no action and direct staff to consider other fire dispatch alternatives. Analysis: Since 1969, the City has participated in a regionalized fire dispatch delivery system. In 1992, the Central Net Operations Authority's Joint Powers Agreement was adopted by the cities of Fountain Valley, Huntington Beach, Newport Beach, and Westminster which formalized this regionalized approach for both training and fire dispatch services. However, as a result of Westminster's 1995 decision to join the Orange County Fire Authority, the cost effectiveness of operating a communications center with the remaining three cities was no longer viable. As a result, several fire dispatch alternatives were pursued which resulted in the formation of Metro Cities Fire Authority as the most cost- effective alternative. The Metro Cities Fire Authority, which includes the cities of Anaheim, Fountain Valley, Fullerton, Garden Grove, Huntington Beach, Newport Beach, and Orange, officially began operating on July 1, 1996. The City of Anaheim administers the fire dispatch services at an Anaheim location. Metro Cities' FY 2000/2001 combined budget is $2,607,031. Huntington REQUEST FOR COUNCIL AC+IdN MEETING DATE: July 17, 2000 DEPARTMENT ID NUMBER: FD 00-008 Analysis (contd): Beach's fair share, including the CADIRMS buy -in, is $481,552. Huntington Beach's participation in Metro Cities results in annual savings of approximately $175,000 as compared to previous costs. These savings will continue under the proposed Second Amended Agreement. A number of technical, administrative, and procedural issues surfaced during the Joint Powers Authority's (JPAs) first year of operation resulting in the first amended JPA which was approved by City Council on July 21, 1997. During the subsequent three years, additional procedural issues surfaced which require changes. Based on need, the Metro Cities Board has recommended amendments to the Metro Cities Joint Powers Agreement (JPA Agreement) that would give the Board the authority to approve contracts, leases, and other documents that require funding beyond the current fiscal year without having to take the documents back to their individual city councils. Most of the amendments are intended to accomplish this purpose. The amendments suggested do not allow the Board to approve leases, agreements, or other documents for which funds are not available in the current fiscal year. Moreover, certain types of financing may still require action by the individual city councils. The proposed changes are contained in the Second Amended Agreement (Attachment 1). An interlineated copy of the Second Amended Agreement (Attachment 2) is included and shows the proposed additions, deletions, and changes. Deletions are bracketed and lined out and additions are in bold print. The substantive amendments are listed below. The page numbers listed below reference the interlineated copy (Attachment 2). Page 1: Changes indicating this is the Second Amended Agreement. 2. Page 2: Additions and deletions to the Recitals stating the power of the Parties to contract with other agencies (Paragraph F) and providing an historical review of the initial adoption of the Agreement and subsequent amendments (Paragraph G). 3. Page 3: `Board" added as a definition. Paragraph letters changed accordingly. 4. Page 4: "Subscriber Agency" added as a definition. The Board has expressed a desire to have the capability to contract with other agencies to provide communications services. This language is intended to provide that option. 5. Page 9: Language in Paragraph 3.4 added to clarify that the Board may perform the powers enumerated without seeking prior approval from the individual city councils. 6. Page 9: Language has been added to Paragraph E to clarify that the Board may borrow funds on a temporary basis to meet operational expenses until expected revenues are available. FD00 008E second Amended .JPA Metro Cities Fire Auth.doc -2- 071031001:34 PM REQUEST FOR COUNCIL ACTIN MEETING DATE: July 17, 2000 DEPARTMENT ID NUMBER: FD 00-008 7. Page 10: Paragraph F is the most significant addition to this Agreement. It allows the Board to enter into long-term agreements and leases without having to take the leases back to their individual city councils. In keeping with the Constitutional limitations, each of the agreements, leases, or other arrangements that go beyond the current fiscal year will contain substantially the following provisions: "The Authority receives its funds on an annual budgetary cycle from its individual Members. The Authority agrees to use its best efforts to obtain authorization and appropriation of funds from its individual Members to pay lease payments due under this Agreement, including, without limitation, the inclusion in its budget request for each riscal year during the tens of this Agreement a request for adequate funds to meet in full its obligations hereunder. The Board may terminate this Agreement in the event funds are not appropriated or appropriations are withdrawn or withheld upon thirty (30) days written notice. Termination under this provision shag not constitute a default or breach. The Authority shall not be obligated to pay any additional lease payments but shall, after written notice from Lessor, deliver the Equipment to Lessor or its assignee. Lessor acknowledges that the individual Members shall not be liable for the debts of the Authority." This language does not allow the Board to contract for equipment or services for which there are no funds in the current fiscal year budget for the Authority. No long- term agreement, lease, or other arrangement will be entered into by the Board unless there are funds available to cover the cost of the current fiscal year. This paragraph is a commitment by the individual members of the Board to request funds for the next fiscal year's payments from their individual city councils. 8. Page 10: Paragraph G is added for reasons similar to those in Paragraph F. There are occasions when Metro Cities must lease property or equipment from other agencies or contractors. Such arrangements may require Metro Cities to indemnify the other agency. Under the JPA Agreement, should a liability claim be asserted against Metro Cities, each Member agency will be assessed their proportionate share of the cost of paying such claim. Since indemnity claims may be open-ended, approval from each of the city councils is required in order to agree to such indemnity clauses. Paragraph G will allow the Board to indemnify other agencies so long as the terms of the indemnification are approved by the Risk Manager of Anaheim and the Legal Counsel of the Authority and so long as the maximum exposure to liability under such transaction does not exceed One M+Ilion Dollars ($1,000,000). 9. Page 13: Paragraph 4.6 was changed to clarify the intent of the JPA Agreement to broaden the discretion and power of the Board to act on behalf of the Authority. 10. Page 14: Paragraph 4.9, lines 12-14, is a minor change to conform the JPA Agreement to the practice. FD00 008B Second Amended JPA Metro Cities Fire Auth.doc .3- 071031001:34 PM REQUEST FOR COUNCIL ACTIN MEETING DATE: July 17, 2000 DEPARTMENT ID NUMBER: FD 00-008 11. Page 16: Paragraph C was amended to clarify that the Board will establish the service levels for the Communications Center operation and maintenance. 12. Page 18: Paragraph A and B are amended to clarify the intent of the JPA Agreement that the Authority acts through the Board. 13. Page 19: Paragraph 5.3 was added to provide a mechanism for the Authority to provide contract communication services to other agencies, with the form of the contract and the fee to be charged to be established by the Board. The Board also will determine how the revenue from such Subscriber Agencies will be allocated. 14. Page 21-22: Paragraph D was deleted and a new Paragraph D was added relating to disposition of year-end credits. Fcrmer Paragraph D provided that year-end credits could either be credited to each Member or deposited in a City's Member - Specific communications equipment replacement component. Upon a unanimous vote of the Board, all credits could be deposited into the Metro Cities Communications Equipment Capital Reserve. Paragraph D was rewritten to provide that unless the City Treasurer is informed otherwise by September 20 of each year, the year-end credits will automatically be deposited into the Metro Cities Communication Equipment Capital Reserve Account by September 30. If one Member opts out, the money will be placed in the Metro Cities reserve, but will be distributed to the Member Agency, either by payment or by deposit into their Member -Specific Account. 15. Page 24: Paragraph 6.3 was amended to clarify the intent of this provision to relate solely to emergency repairs. 16. Page 24-25: Language was added to Paragraph 6.4 to conform to how unbudgeted assessments are handled as set forth in Paragraph 7.213, infra. 17. Page 25: Paragraph A is amended to reflect that the preliminary draft of the budget will be presented on the last business day in January, rather than on January 15 of each year. 18. Page 26: Language was added to Paragraph 7.2B to give the Board authority to approve special assessments so long as they do not exceed ten percent (10%) of the annual budget. If they exceed ten percent (10%) of the annual budget, the Board may approve them so long as prior approval is first obtained from the legislative body of each Member. Previously, all assessments required the prior approval of each legislative body regardless of whether they fell within the ten percent (10%). FD00 0088 second Amended JPA Metro Cities Fire Auth.doc -4- 071031001:34 PM 6QUEST FOR COUNCIL ACTION MEETING DATE: July 17, 2000 DEPARTMENT ID NUMBER: FD 00-008 19. Page 34: Language was added to Paragraph 10.2A to allow remaining Member agencies who are interested in purchasing appraised equipment not purchased by Anaheim to submit sealed bids, with the equipment going to the highest bidder. The Metro Cities Fire Authority Joint Powers Agreement is an administrative and technical operation. To assure continued success of the Metro Cities Fire Authority, staff recommends that the proposed Second Amended Agreement be signed. Environmental Status: None required. Attachment(s]: 1. Second Amended Joint Powers Agreement for Metro Cities Fire Authority (Ten Original Copies will be routed separately for signature) 2. Intedineated copy of the Second Amended Joint Powers Authority Agreement for Metro Cities Fire Authority RCA Author. Dolder FD00 008B Second Amended JPA Metro Cities Fire Auth.doc -5- 071031001:34 PM ATTACHMENT 1 v JIGINAL 1 2 3 4 5 6 7 8 9 10 � 11 12 USA 13 °8�� 14 G 15 O Q 16 iG 17 18 19 20 21 22 23 24 25 26 27 28 Metro Cities Fire Authority SECOND AMENDED JOINT POWERS AGREEMENT This Second Amended Joint Powers Agreement, dated for purpose of identification the day of , 2000 is made by and effective when fully executed by authorized representatives of all of the following public entities: A. City of Anaheim ("Anaheim"); B. City of Fountain Valley {"Fountain Valley"); C. City of Fullerton ("Fullerton"); D. City of Garden Grove ("Garden Grove"); E. City of Huntington Beach ("Huntington Beach"); F. City of Newport Beach ("Newport Beach"); and G. City of Orange ("Orange"). RECITALS A. The Parties to this Agreement each provide fire protection, fire prevention, rescue, emergency nedical and related ad.-ministrative services within their respective boundaries. B. The Parties have determined that joint use of a central communications network and record keeping system reduces the administrative costs that would otherwise be incurred by each Party in providing fire suppression, emergency medical assistance, rescue service, and related services. C. The Parties have determined that the costs associated with maintaining the staff and equipment necessary to operate a Communications Center should be funded by the Parties through a formal Joint Powers Agreement with costs apportioned to reflect the extent to which the Parties utilize the emergency 1 2 3 4 5 6 7 8 9 10 ll 12 13 a- 14 15 16 o 17 18 19 20 21 22 23 24 25 26 27 28 Communications Equipment and staff. D. The Parties have determined that joint use of a central communications network and record keeping system is also intended to foster cooperation among the Parties in the form of a separate written automatic aid agreement to consider the provision of emergency services by the closest available unit and to serve as a vehicle for evaluating other opportunities for joint operations. E. The Parties each have the power and authority to perform, and contract with one another pursuant to the Joint Exercise of Powers Act (Section 6500 et. seq. of the Government Code) for the performance of the duties and functions that form the basis of this Agreement. F. The Parties have the power to contract with other agencies for communications services, equipment and related items. G. The Parties entered into the initial Joint Powers Agreement on the 1st day of July, 1996. The First Amended Joint Powers Agreement is dated June 23, 1997. The Parties wish to further amend said Agreement in its entirety through this Second Amended Agreement. THE PARTIES AGREE AS FOLLOWS: CHAPTER I DEFINITIONS 1.1 Definitions For the purpose of this Agreement, the words or terms specified in this Chapter shall have the following meanings: A. "Administrator" shall mean the Communications Manager or equivalent position of the City of Anaheim. -2- 1W IN N 3 4 5 6 7 8 9 10 11 U. 12 Z� 13 Wt 14 15 o 16 17 18 19 20 21 04 23 24 25 26 27 28 B. "Authority" shall mean the Joint Powers Authority known as the Metro Cities Fire Authority, created by this agreement pursuant to the Joint Exercise of Powers Act (Section 6500 et. seq. of the Government Code). C. "Board" is the governing body of the Authority. D. "Board member" shall mean the voting member or alternate appointed by the governing body of each Member agency to represent said agency on the Board. E. "Capital Improvement Project" shall mean the acquisition of any piece of Communications Equipment or the funding of any Communications Center related project that requires an expenditure of $30,000.00 or more. F. "Capital Outlay" shall mean the acquisition of any piece of Communications Equipment or the funding of any Communications Center related project that requires an expenditure of $500.00 or more but less than $30,000.00. G. "Communications Center" shall mean that portion of any structure or physical facility that houses Communications Equipment and/or Communications Center Staff. H. "Communications Equipment" shall mean all electronic equipment, including telephones, telephone lines, radios, computers and software located within, or connected to, the Communications Center and utilized for the fire or rescue --related emergency communications or records management of any of the Parties. I. "Member" shall mean any public entity that is a member upon the effective date of this Agreement or becomes a Party to this Agreement pursuant to the provisions of Section 9.1. J. "Recorded Incident" shall mean any call for service -3- V IN 1 2 3 4 5 6 7 8 9 10 11 12 13 °= 14 :G 15 16 o � 17 18 19 20 21 22 23 24 25 26 27 28 dispatched within the jurisdiction of a Member's fire department that generates an incident number through any emergency Communications Facility used by any member during any relevant period prior to the effective date of this Agreement and through the Communications Center upon the effective date of this Agreement or at such time as the CcT..T.unications Center begins operation pursuant to this Agreement. K. "Communications Center Staff" or ""Staff " shall mean all personnel of the City of Anaheim performing services related to the operations and maintenance of the Metro Cities Ccmmunication Center, or such agency or individual as may be appointed by the Board to perform these functions. L. "Fiscal Year" shall mean the twelve month period cozrmencing July 1st and concluding June 30th. M. "Subscriber Agency" means each of the public agencies that are not Members of the Joint Powers Authority that wish to contract with Metro Cities Joint Powers Authority to receive communication services, equipment and related items and contribute to the cost of cperating and administering this Joint Powers Authority by executing a subscriber agreement in a form approved by the Board. CHAPTER II This section establishes the rationale for the provisions relating to funding, administration and decision making. 2.1 Communications Center The Metro Cities Fire Authority Communications Center, located at 201 S. Anaheim. Boulevard, Anaheim, CA, was constructed -4- 1 2 3 4 5 6 7 8 9 10 � 11 12 Q Ci - g1 13 �o = 14 U. 15 A 16 o 1 17 18 19 20 21 22 23 24 25 26 27 28 and is owned by the City of Anaheim. Ownership of the real property and facility housing the Metro Cities Communications Center will remain solely the City of Anaheim. The Board may change the location of the Communications Center. 2.2 Communications Equipment A. Certain existing communications equipment was acquired through the joint efforts of the Cities of Anaheim, Fullerton, Garden Grove and Orange and shall be identified as part of a fixed asset inventory system, which inventory is set forth on Exhibit "A" attached hereto and incorporated herein by this reference. Joint title to this equipment existing as of the date of termination or at the end of its useful life shall vest with the Cities of Anaheim, Fullerton, Garden Grove and Orange and shall be disposed of as outlined in Section 10.2. B. Certain existing communications equipment was acquired through the joint efforts of the Cities of Fountain Valley, Huntington Beach and Newport Beach and shall be identified as part of a fixed asset inventory systen, which inventory is set forth on Exhibit "B" attached hereto and incorporated herein by reference. Joint title to this equipment existing as of the date of termination or at the end of its useful life shall vest with the Cities of Fountain Valley, Huntington Beach, and Newport Beach and shall be disposed of as outlined in Section 10.2. C. Certain existing communications equipment was acquired by the City of Huntington Beach and shall be identified as part of a fixed asset inventory system, which inventory is set forth on Exhibit "C" attached hereto and incorporated herein by reference. Title to this equipment existing as of the date of -5- 1 2 3 4 5 6 7 8 9 10 17 18 19 20 21 22 23 24 25 26 27 28 termination or at the end of its useful life shall vest with the City of Huntington Beach and shall be disposed of as outlined in Section 10.2. D. Title to equipment purchased jointly on behalf of the Authority, existing as of the date of termination or at the end of its useful life, shall vest with the Authority and shall be disposed of as outlined in Section 10.2. An inventory of such equipment shall be maintained by the Administrator. E. After the effective date of this agreement, title to communications equipment purchased for the Communications Center separately by individual members of the Authority shall vest only with those individual members contributing to the purchase of said equipment. Such equipment shall be identified as part of a fixed asset inventory system, which inventory shall be maintained by the Administrator. Title to this equipment existing as of the date of termination or at the end of its useful life shall vest with those individuals purchasing said equipment and shall be disposed of as outlined in Section 10.2 F. The Cities of Anaheim, Fullerton, Garden Grove and Orange previously funded and installed a CAD/RMS Systerm, the cost of which was $1,298,500.00 (hereinafter "System") which forms the basis of the communications network. The Cities of Fountain Valley, Huntington Beach and Newport Beach agree to buy into the CAD/RMS by paying their fair share of the cost of the System to Metro Cities in equal quarterly payments on July 1, October 1, January 1 and April 1 or the next business day should these days fall on a weekend or holiday, of each fiscal year over a period of five (5) years commencing July 1, 1996 and concluding June 30, 0 1 2 3 4 5 6 7 8 9 10 11 12 W - 13 9 Hli ° = 14 cY o 16 17 18 19 20 21 22 23 24 25 26 27 28 2001. The fair share reimbursement cost by the Cities of Fountain Valley, Huntington Beach and Newport Beach shall be allocated according to the formula in Section 6.1(a) of this Agreement, using the recorded incidents of the Metro Cities budget of 1996-1997, which incidents are based upon incidents occurring during the 1995 calendar year. Reimbursement to the Cities of Anaheim, Fullerton, Garden Grove and Orange shall be made by Metro Cities based on the amount each city contributed to the initial purchase of the CAD/R.MS System. The Payment and Reimbursement Schedule is attached hereto as Exhibit "D" and incorporated herein by reference. 1. Title to the System shall remain with the Cities of Anaheim, Fullerton, Garden Grove and Orange until Fountain Valley, Newport Beach or Huntington Beach pay their full Fair Share of the cost of the System. At such time as Newport Beach, Huntington Beach or Fountain Valley pay their full Fair Share of the cost of the System, title to the System shall also vest in that City. Upon termination of this Agreement, or the end of the useful life of the System, the System shall be disposed of as provided in Section 10.2. CHAPTER III PURPOSE AND POWERS 3.1 Authority Created This Agreement creates a Joint Powers Authority known as the Metro Cities Fire Authority. The Authority is formed pursuant to the provisions of Article 1, Chapter 5, Division 7 of Title I I of the Government Code of the State of California (The Joint Exercise of Powers Act). The Authority shall be considered a 1 public entity separate and apart from the Members. Within thirty -7- 1 2 3 4 5 6 7 8 9 10 � 11 k. 12 g 13 WLL = 14 c c, 15 LL 16 0 17 18 19 20 21 22 23 24 25 26 27 281 (30) days after the effective date of this Agreement and after any amendment, the Authority shall cause a notice of such Agreement or amendment to be prepared and filed with the office of the California Secretary of State containing the information required by Government Code 6503.5. 3.2 Common Powers Each Party has the common power to, inter alia: A. Provide fire protection, fire suppression, fire prevention, emergency medical, rescue and related services; B. Maintain an effective communications and emergency dispatch system. to facilitate and support fire protection, fire suppression, rescue and emergency medical services; C. Employ and train personnel to perform emergency equipment communication and dispatch services, communication facility maintenance and the purchase of Communications Equipment. 3.3 General Purpose The primary purpose of this Agreement is to provide for the operation, upgrade, maintenance and repair of the Corrsmunications Center and Communications Equipment. This Agreement is intended to provide a fcrmal mechanism by which the Authority can fund these activities to provide the highest possible level of emergency communications services. 3.4 Powers The Authority through its Board shall have the power, in its own name, to do any of the following: A. To jointly exercise the common powers of the � Members; -8- M 1 2 3 CI 5 6 7 8 9 10 11 o� � 12 aw 13 >H W ' o 14 �c 15 o 16 17 18 19 20 21 22 23 24 25 26 27 281 S. To make and enter into contracts, including but not limited to, contracting with other public agencies for services, equipment and related items to those agencies; C. To retain the services of fire suppression specialists, emergency communications consultants, and such other persons with specialized knowledge or ability capable of assisting the Members in achieving the purposes of this Agreement; D. To acquire, hold or dispose of property by any lawful means, including, without limitation, gift, and purchase for sale; E. To incur debts, liabilities or obligations, subject to the limitations specified in this Agreement and, to the extent permitted by law, borrow funds on a temporary basis to meet operational expenses until expected revenue are available; F. To the extent permitted by law, to enter into equipment lease agreements or lease -purchase agreements or other financial arrangements extending beyond the current budgetary cycle, necessary or convenient to the operation of the Authority (hereinafter collectively "lease") so long as the agreement contains substantially the following provisions: "The Authority receives its funds on an annual budgetary cycle from its individual Members. The Authority agrees to use its best efforts to obtain authorization and appropriation of funds from its individual Members to pay lease payments due under this Agreement, including, without limitation, the inclusion in its budget request for each fiscal year during the term of this Agreement a request for adequate funds to meet in full its obligations hereunder. 50 1 2 3 4 A 6 7 8 9 10 11 12 Qw > 13 ofiiF I4 =e c 15 I6 17 18 19 20 21 22 23 24 25 26 27 281 The Board may terminate this Agreement in the event funds are not appropriated or appropriations are withdrawn or withheld upon thirty (30) days' written notice. Termination under this provision shall not constitute a default or breach. The Authority shall not be obligated to pay any additional lease payments but shall, after written notice from Lessor, deliver the Equipment to Lessor or its assignee. Lessor acknowledges that the individual Members shall not be liable for the debts of the Authority." G. The Authority empowers the Board to enter into leases, agreements and similar transactions that require the Authority to indemnify the person with whom the Board is contracting, so long as the exposure to liability under such indemnification is approved by the Risk Manager of Anaheim and by Legal Counsel of the Authority and so long as the maximum exposure to liability under such transaction does not exceed One Million Dollars ($1,000,000.00). H. To receive gifts, contributions, grants, and donations of property, funds, services and other forms of assistance from any person, firm, entity, corporation or public agency; I. To sue and be sued in its own name; J. To apply fcr any grant or grants offered in conjunction with any Federal, State or local program that is in any way related to the purpose of this Agreement; K. To adopt rules, regulations, policies, by-laws and procedures governing the operation of the Authority; L. To exercise any other power in the manner and -10- 1 2 3 4 5 6 7 8 9 10 11 12 W L$ 13 01. who: 14 �, LL 15 16 o 17 18 19 20 21 22 23 24 25 26 27 28' according to the methods provided by applicable laws, rules or regulations, subject only to the restrictions on the manner of exercising such powers that may be applicable to the City of Anaheim. CHAPTER IV ORGANIZATION 4.1 Membership The Members of this Authority shall be the public entities which executed this Agreement or a subsequent amend -rent and have not withdrawn from, or had membership in the Authority terminated, as provided in Section 9.2 and Section 9.3. 4.2 Board A. The Board shall consist of one (1) voting member and one (1) alternate appointed by the governing body of each Member agency. B. Each Board member shall hold office from the first meeting of the Board after appointment and shall serve at the pleasure of their appointing authority. C. A Board nember or alternate shall not receive (compensation, but may be reimbursed by the Authority for expenses reasonably incurred while performing duties required by this Agreement, and as further specified and limited by resolution of the Board. 4.3 Principal Office The principal office of the Authority shall be 201 South Anaheim Boulevard, Suite 302 in the City of Anaheim, County of Orange. The Board has the full power and authority to change the principal office from one lccation to another within the County of -11- 1 2 3 1.1 5 6 7 8 9 10 11 m 12 r gill$ 13 Fogg- .14 o� XXt'11 j 15 a 16 17 18 19 20 21 22 23 24 25 26 27 281 Orange. 4.4 Meetings The Board shall meet at the principal office of the Authority, or at such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution. Regular, adjourned and special meetings of the Board shall be called, noticed and conducted in accordance with the Ralph M. Brown Act or other relevant open meeting law. 4.5 Quorum A majority of the Board (or the alternate for any absent voting member) shall constitute a quorum for the purpose of transacting business relating to the Authority, subject to the provisions of Sections 7.1 and 7.5. 4.6 Powers and Limitations All of the powers of the Authority are reserved to it and may be exercised by the Board, unless otherwise limited by law. Each Board member, or alternate in the absence of any voting member, shall be entitled to one vote and, except as expressly provided in this Agreement, including Sections 7.1 and 7.5, the affirmative vote of the majority of those present and qualified shall effect adoption of any motion, resolution, order or action the Board deems appropriate. 4.7 Minutes The secretary of the Authority shall provide notice of, prepare and post agendas for, and keep -minutes of, each regular, adjourned and special meeting of the Board. The secretary shall send a copy of the minutes to each Board member and otherwise -12- 1 2 3 4 5 6 7 8 9 10 � ll 12 gill I3 WOH14 U. �e 15 16 a � 17 18 19 20 21 22 23 24 25 26 27 28 perform the duties necessary to ensure compliance with provisions of law including, without limitations, any applicable "open meeting law" such as the Ralph M. Brown Act. 4.8 Rules The Board may adopt rules and regulations for the conduct of its affairs that are not in conflict with this Agreement. 4.9 Officers The Board shall select a chairperson and vice chairperson from its members and shall appoint a secretary who may, but need not, be a member of the Board. The treasurer of the City of Anaheim shall hold the office of treasurer and auditor, in accordance with Government Code Section 6505.6, and shall perform the duties as authorized in Section 6505 et seq of the Government Code. The treasurer shall cause an independent audit to be made by a Certified Public Accountant in compliance with Section 6505 of the Government Code. The Certified Public Accountant shall be annually appointed by the Board. The treasurer shall keep all revenues of the Authority in a separate account, and, if available, an interest bearing account, and otherwise perform the duties and responsibilities of that office as specified in Sections 6505 et seq. of the Government Code. Any surplus funds not immediately needed may be invested in accordance with the investment policy annually adopted by the Board, as required by Government Code Section 53646, and consistent with Government Code Sections 53601, 53635, 16429.1 and 53684, as may be amended. The chairperson, vice chairperson and secretary shall hold office for a period of one year, or until a successor is appointed. The Board shall reorganize annually at its first meeting of the new fiscal year. -13- W" 1 2 3 4 5 6 7 8 9 10 I1 12 13 14 15 16 D 17 18 19 20 21 22 23 24 25 26 27 28 4.10 Bond The treasurer, auditor and such other persons who may have access to, or handle, any revenue of the Authority shall be required to file an official bond in an amount determined by the Board and consistent with the provisions of Section 6505.1 of the Government Code. This bonding requirement shall be satisfied if an existing bond is extended to cover the duties required by this Agreement. The costs of complying with the requirements of this Section shall be considered an administrative expense of the Authority. 4.11 Status of Officers and Employees In accordance with the Joint Exercise of Powers Act, all of the privileges and irrmiunities from liability, exemptions from laws, ordinances and rules, and all pension, relief, disability, workers compensation and other benefits which apply to the activities of officers, agents, or employees of any of the Member Is agency when performing their respective duties or functions for that agency, shall apply tc each of them to the same degree and extent while engaged in the performance of any activity, function or duty pursuant to this Agreement. 4.12 Fair Political Practices Act The members of the Board and alternates shall be considered public officials within the meaning of the Fair Political Practices Act of 1974, as amended, and its regulations, for the purposes of financial disclosure, conflict of interest and other requirements of such Act and regulations, subject to contrary opinion or written advice of the California Fair Political Practices Commission. -14- I CHAPTER V 2 BASIC SERVICES 3 5.1 Communications Center -- Operations 4 A. The Communications Center shall be maintained and 5 operated by the Authority, pursuant to this Agreement, for the use 6 and benefit of all Members. The Communications Manager, or 7 equivalent position, of the City of Anaheim shall be the 8 Administrator of the Communications Center so long as Anaheim 9 operates and administers the Communications Center. 10 B. To provide for such maintenance and operations, the 11 City of Anaheim will, through use of City of Anaheim employees, 12 provide all services required to operate, maintain and administer FW as$� 13 the Communications Center. The Authority shall pay the actual Lut 14 costs of such operation and administration, plus an administrative U�c 15 overhead fee. The costs of such operation and administration, o16 including administrative overhead, shall be borne by each Member 17 according to its fair share percentage as determined pursuant to 18 Section 6.1 hereof. 19 C. The Board is empowered to develop policy to 20 establish the service levels for the Communications Center 21 operation and maintenance. 22 D. Communications Center employees shall be governed 23 by the same personnel rules, regulations, Memoranda of 24 Understanding, administrative regulations and other related matters 25 as apply to other employees of the City of Anaheim. Recruitment, 26 position classifications and descriptions, hiring, discipline, 27 promotion, and other employee -related functions shall be determined 28 solely by the City of Anaheim. -15- 1% % it 2 3 41 5 6 7 8 9 I0 11 12 13 Fo O 14 15 " 16 o � 17 18 19 20 21 22 23 24 25 261 271 281 E. Anaheim will determine the procedures and standards of selection for employment and promotion, direct its employees, take disciplinary action, relieve its employees from duty for I legitimate reasons, maintain the efficiency of communications operations, determine the methods, means and personnel by which it will meet the service levels established by the Authority. F. Anaheim may elect to discontinue providing services for the operation and administration of the Communications Center by giving notice of such election in writing to the Board a minimum of six (6) months prior to such cessation. In the event of such discontinuance by Anaheim, the Board may appoint another Member as the administrator or contract with another provider of such services. Should Anaheim's services as operator and administrator of the Communications Center terminate, use of the City of Anaheim's facilities shall also terminate unless a separate use/rental agreement is approved. Anaheim's election to discontinue providing services set forth herein does not constitute Withdrawal from the Authority. G. The Board may elect to terminate Anaheim's services as operator and administrator of the Communications Center by giving notice of such election in writing to Anaheim a minimum of six (6) months prior to the date of such termination. In the event of such termination, the Board may appoint another Member as the administrator or contract with another provider of such services. Such termination of Anaheim's services does not in and of itself constitute either Withdrawal or Termination of Anaheim from the Authority. Should Anaheim's services as operator and administrator be terminated by the Board, use of the City of Anaheim's facilities -16- 1 2 3 4 5 6 7 8 9 10 � 11 aW13 12 who 14 e 15 W � o 16 17 18 19 20 21 22 23 24 25 26 27 28. shall also terminate unless a separate rental/use agreement is approved. H. Each Member acknowledges that the City of Anaheim owns the property (land and facility) on which the Communications Center is situated at the time of the formation of the Authority. Rental costs, depreciation and other factors relating to use of this property are not currently included in either the administrative overhead fee or the costs of services provided by Anaheim. 5.2 Maintenance of Equipment A. The Authority through its Board shall maintain and repair all Communications Equipment, including, without limitation, telephones, radios, computers, hardware, software, electrical systems and all related mechanical devices or facilities other than equipment which Members are required to install pursuant to provisions of Subsection C. B. The Authority through its Board shall purchase new or used Communications Equipment as necessary to replace existing equipment or upon a determination by the Board that new or additional Communications Equipment will facilitate emergency communications. C. As a condition to receiving emergency communications services, each Member shall install and maintain, the following equipment in each fire station, rescue facility, or related mobile unit as maintained by the Member: 1. A station direct telephone line with handset originating at the Communications Center or a personal Alpha/Numeric pager for each unit. -17- 1 2. A station vocal or paging line and speaker 2 originating at the Communications Center. 3 3. . A minimum of two emergency telephone reporting 4 trunk lines terminating at the Communications Center. 5 4. One mobile data computer terminal or status 6 message device in each operating fire company or rescue unit. 7 5. Other equipment which the Board determines to 8 be necessary to maintain an effective communications network. 9 Each Member shall pay the costs of installing, 10 maintaining and repairing the Communications Equipment it is I1 required to provide pursuant to this Paragraph. All maintenance k� 12 and repair of hardware and Communications Equipment which are 13 physically connected to the Communications Center shall be 14 coordinated through the Communications Center Management. 15 D. Subject to prior Board approval, any Member may a16 install special Communications Equipment or extra telephonic 17 equipment provided the installing Member pays all the equipment and 18 installation costs. The Board may approve Member's requests for 19 installation of special equipment only on a finding that neither 20 the Authority nor any Member will incur any additional cost and 21 that installation of the equipment will have no adverse impact on 22 emergency communication capability. 23 E. Each Member shall provide the Authority through the 24 Administrator with mapping and related emergency dispatching 25 information necessary for the efficient deployment of fire units 26 and manpower. Each Member shall continually update mapping and 27 deployment information and provide this information to the 28 Authority through the Administrator and each Member as appropriate. -18- V MA 1 2 3 4 5 6 7 8 9 10 17 18 19 20 21 22 23 24 25 26 27 28 F. Each Member shall be responsible to provide a back-up emergency dispatch system to provide alternative emergency communication services within that Member's jurisdiction in the levent Communications Center systems at the Communications Center fare disabled or inoperative. 5.3 Services To and Reimbursement From Subscriber Agencies A. Public entities in Orange County may receive communication services, equipment and other items (hereinafter "communication services") from this Authority by executing a Subscription Agreement in the form approved by the Board and by paying the annual fee and/or other costs, as determined by the Board. Agencies which desire to participate as Subscriber Agencies must sign the Subscription Agreement prior to receiving services or sharing equipment or other items, and must pay their fee by July 30 of the fiscal year for which subscription is desired. Subscription Agreements shall renew automatically from year to year unless otherwise specified in the Agreement. Agencies which subscribe for an entire fiscal year may, at their option, elect to pay their fee in four equal installments due and owing on or before July 30, October 1, January 1 and April 1. Agencies which choose to become Subscriber Agencies after the commencement of the fiscal 1 year must sign the Subscription Agreement and pay the full amount of the fee prior to seeking services. Fees for subsequent fiscal years, may be revised by the Board. B. The Board may terminate any or all Subscription J Agreements by giving the affected Agency or Agencies ninety (90) days prior written notice. C. Revenue from Subscriber Agencies shall be allocated -19- V I as directed by the Board. 2 CHAPTER VI 3 FUNDING AND ADMINISTRATION 4 6.1 Funding 5 Each Member shall pay a portion of the costs incurred by 6 the Authority in providing the services described in Section 5.1. 7 Each Member's share of the costs incurred by the Authority shall 8 be based upon that Member's "fair share percentage" which shall be 9 determined in accordance with the provisions of this Section. The 10 number of Recorded Incidents attributable to each Member represents 11 the most equitable basis for determining that Member's share of the 12 costs incurred by the Authority. 13 A. The contribution of each Member shall be based upon Hs� 14 the number of Recorded Incidents attributable to each McTber, Fo U e 15 divided by the Recorded Incidents attributable to all Members, a16 during the calendar year preceding the fiscal year for which that 17 Member's fair share percentage is being calculated. Once 18 determined for any fiscal year, the Member's fair share percentage 19 shall remain unchanged. The following is the formula pursuant to 20 which the fair share percentage will be calculated: 21 RECORDED INCIDENTS ATTRIBUTABLE TO A MEMBER (DIVIDED BY) 22 RECORDED INCIDENTS 23 ATTRIBUTABLE TO ALL MEMBERS (EQUALS) 24 MEMBERS FAIR SHARE PERCENTAGE 25 B. Each Member's contribution to the budget shall be 26 determined by multiplying that Member's fair share percentage by 27 the amount of the budget or budgetary component. 28 C. The Administrator, or his or her designee, shall -20- 1 2 3 4 5 6 VA 8 9 10 11 12 aw 13 io�:�• 14 o0 �c 15 16 17 18 19 20 21 22 23 24 25 26 27 28 invoice each Member agency that agency's total fair share percentage of the budget in accordance with a payment schedule set by Resolution of the Board. D. Final vear--end adjustments of Members' costs ;representing the difference between estimated annual expenditures and actual annual expenditures shall be calculated by no later than the last day of the first quarter of the following fiscal year. If a Member agency wishes such credits to be either paid to each Member agency or credited to that Member Agency's Member Specific Communications Equipment replacement component fund as outlined in Section 7.2.A.5, that Member's representative on the Board shall notify the Treasurer of such election by no later than September 20 of the following fiscal year. If no Member agency has made such an election by September 20 of the following fiscal year, the Treasurer shall deposit all year-end credits into the Communications Equipment capital reserve account by September 30, as outlined in Section 7.2.A.4. If any Member Agency by September 20 of the following fiscal year elects either payment of the year-end credit or deposit of such credit into its Member Specific Communications Equipment replacement component, the remaining Members shall either be paid the year-end credit or elect to deposit the credit into their Member Specific Communications Equipment replacement component in accordance with policies and procedures established by Resolution of the Board. 6.2 Administrative Services A. Anaheim shall provide the Administrative Services -21- IN 1 2 3 4 5 6 7 8 9 10 11 W 12 14 �d �C c� 15 16 o � 17 18 19 20 21 22 23 24 25 26 27 281 required for operation of the Communications Center, and management and administration of the personnel within, for an administrative fee of twelve percent (12%) of the Communications Center operations and capital outlay and the Member specific communications operations components of the budget, as outlined in Sections 7.1.A.1 and 7.1.A.2. Administrative Services includes, but is not limited to general accounting of funds received and disbursed, preparation of invoices to Members, preparation of documents relative to any grant program, routine legal counsel and services from various departments within the City of Anaheim as may be necessary from time to time, including but not limited to Human Resources and Labor Management Departments, Finance Department, Purchasing, and such other functions as may be required by this Agreement or the provisions of any law including, without limitation, the Joint Exercise of Powers Act. B. Anaheim's City Attorney's Office will serve as general counsel to the Authority to provide routine legal counsel services required from time to time. Extraordinary legal services (for example, Anaheim's time and expense or the expense for outside counsel in connection with a lawsuit against the Authority, its officers, agents, employees, representatives and volunteers providing services to the Authority) constitute additional expenses and are not covered by the administrative overhead. 6.3 Emergency Repairs In the event the Communications Center or Communications Equipment suffers damage which interferes with emergency communications services and requires emergency repairs, the Administrator is authorized without prior Board approval to expend IMI V M 1 2 3 4 5 6 7 8 9 10 11 12 a w - �� 13 i° 14 �� 15 �U ImI cs o A 16 17 18 19 20 21 22 23 24 25 26 27 28 the funds to have the necessary emergency repairs made so that services are resumed as soon as possible. Prior Board approval shall be obtained whenever practical. 6.4 Capital Improvements -Funding In the event the Communications Center or Communications Equipment suffers damage and the cost of repairs exceeds sums designated for repair in that component of the budget and any reserve fund, the Administrator shall promptly solicit bids for the repair of damage from at least three (3) responsible firms. The Administrator shall then present said bids to the Board to award the contract to the lowest responsible bidder and to direct the accepted responsible bidder to make the repairs as soon as possible. Expenditures shall be approved in accordance with Section 7.2B, approval of which shall require the positive consent of the number of member agencies necessary to represent a minimum of Fifty -One Percent (51%) of the fair share participation in the Authority. Each Member shall pay its estimated fair share percentage of the repairs within 30 days after the award of the contract. CHAPTER VII BUDGETARY PROVISIONS 7.1 Annual Budget The Board shall adopt an annual budget pursuant to this Agreement and procedures adopted by the Board. A. A preliminary draft of the budget shall be presented to the Members by the last business day in January of each year for their review. Said budget shall be submitted to the Board for consideration and adoption. Budget adoption shall require positive -23- OR M 1 2 3 4 5 6 7 8 9 10 � 11 a� 12 H 13 14 #t 15 o � 16 17 18 19 20 21 22 23 24 25 26 27 28' consent of the number of Board members necessary to represent a minimum of Fifty -One Percent (51%) of the fair share participation in the Authority. 7.2 Special Budgetary Consideration A. The budget adopted by the Board shall include but not be limited to: 1. A Communications Center operations and capital outlay component, which shall provide for the personnel, maintenance and operations support, and capital acquisitions necessary for the joint opewation of the Co.^ununications Center as described in Section 5.1 and 5.2. 2. A Members) specific communications operations component, which shall provide for the maintenance and operation of the Member specific Communications Equipment described in Section 5.2 (C). A Board member may make deposits to and request disbursements from this component, in accordance with the written policies and/or procedures of the Board. 3. A Capital Improvement Project component, which shall provide for the acquisition or replacement of major Communications Equipment items or fund major Communications Center related projects. 4. A Communications Equipment capital reserve component, which shall be deposited into a common designated reserve account designed to defray future replacement costs of major components of the Communications Equipment. 5. A Member(s) specific Communications Equipment replacement component, which shall be deposited into a Member specific designated reserve account designed to defray future -24- V 1 2 3 4 5 6 7 8 9 10 � 11 12 ��� 13 °F 14 15 o 16 17 18 19 20 21 22 23 24 25 26 27 281 replacement costs of Member specific Communications Equipment. A Board member may make deposits to and request disbursements from this component, in accordance with the written policies and/or procedures of the Board. 6. If the Board elects to establish a liability reserve fund component as provided for in Chapter VIII, the amount of the fund, and the amount of annual contribution to the fund, shall be those amounts established by the Board. B. Except as provided in Section 6.3, the contributions of Members shall be used to defray the costs and expenses associated with the budget. Special assessment(s) that do not exceed ten percent (10%) of the annual budget may be made by the Board through a budgetary amendment. Special assessments that exceed ten percent (10%) of the annual budget may be levied by the Board provided that prior approval of the legislative body of each Member is first obtained. C. Each Member's annual contribution to the budget shall be determined by adding the following: (i) Communications Center operations component, less the amount identified in the City of Anahein budget for facility rental, multiplied by that Member's fair share percentage; (ii) That portion of the Member Is Specific Operations Component attributable to that Member's specific Communications Equipment; (iii)The Capital Improvement Project component multiplied by that Member's fair share percentage; (iv) A Communications Equipment Capital reserve component multiplied by that Member's fair share percentage; -25- 2 3 4 5 6 7 8 9 10 11 pp 12 ' 13 In ° = 14 U. t U o 16 17 18 19 20 21 22 23 24 25 26 27 28 (v) That portion of the Member's specific Communications Equipment replacement component attributable to that Member; (vi) That Member's share of the administrative expenses which shall be calculated by multiplying the amount of reimbursement by that Member's share of the communications operations and Member specific operations component of the budget; and (vii)The cost of risk financing, as provided for in Section 8.2, multiplied by that Member's fair share percentage. 7.3 Disbursements The treasurer stall draw checks in accordance with policies and/or procedures established by Resolution of the Board. A summation of such payments shall be presented to the Board as part of the Treasurer's quarterly report. 7.4 Accounts All funds shall be placed in accounts and the receipt, transfer o; disbursement of funds during the term of this Agreement shall be accounted for, in accordance with generally accepted accounting principles applicable to governmental entities. There shall be strict accountability for all funds. All interest earnings, revenues and expenditures shall be reported quarterly to the Board. 7.5 Expenditures Within Approved Annual Budget All expenditures shall be within the limitations of the approved annual budget or as amended by the Board. Amendments to the approved annual budget shall require positive consent of the (number of member agencies necessary to represent a minimum of -26- P WE V I 2 3 4 5 6 7 8 9 10 � I1 12 13 14 16 a � 17 18 19 20 21 22 23 24 25 26 27 281 Fifty -One Percent (51%) of the fair share participation in the Authority. CHAPTER VIII LIABILITY/INSURANCE 8.1 Liabilities The debts, liabilities and obligations of the Authority shall not be considered the debts, liabilities or obligations of any Member, except as otherwise provided in this Chapter. 8.2 Indemnification/Hold Harmless A. The Authority shall defend, indemnify and hold harmless each Member, its officers, agents, employees, representatives and volunteers from and against any loss, injury, damage, claim, lawsuit, liability, expense, or damages of any kind or nature arising out of or in connection with the performance of services pursuant to this Agreement. The Authority shall finance its obligation pursuant to this Subsection by establishing a liability reserve fund, by purchasing commercial insurance, by joining a joint powers insurance authority (JPIA), and/or by requiring that assessments be paid by each Member pursuant to this Subsection. In the event that the Authority's financial obligations to indemnify, defend and hold harmless, pursuant to this Subsection, exceed the liability reserve fund and the proceeds frcm any applicable insurance or JPIA coverage maintained by the Authority (hereinafter "Unfunded Liability"), each Member hereby agrees to indemnify and hold harmless the Authority for such deficiency in accordance with the following; In the event an Unfunded Liability arises, the contribution of each Member shall be in an amount equal to the total Unfunded Liability multiplied -27- L 1 2 3 4 5 6 7 8 9 10 � 11 12 13 whop I4 I5 tu 16 17 18 19 20 21 22 23 24 25 26 27 28 by that member's percentage of the budget as specified in Section 6.1. B. The Authority, its officers, agents, contractors, employees, representatives, Staff, and volunteers (hereinafter, for the purposes of Subsection 8.2.B and 8.3, collectively referred to as "Emergency Dispatchers"), shall not be liable, in any manner, to any Member, or to an officer, official, or employee of any Member, for any loss, injury, damage, claim, lawsuit, liability, expense, or damages which may be incurred by, or brought against a Member which is providing any type of emergency response service undertaken by any Member pursuant to a call, dispatch, or instruction (by whatever name called) issued by, or on behalf of, the Emergency Dispatcher, regardless of whether or not such liability may have arisen, in whole or in part, by the negligent acts, conduct, or omissions of one or more of the Emergency Dispatchers. C. Each Member shall assign to the Authority its rights, title, and interest to recover damages from any third party, to the extent that the Authority has met its obligations to such Member pursuant to this Section 8.2. D. Should any Member utilize the Communications Center for its own individual purposes, outside the scope of the Authority, such Member shall indemnify, defend, and hold harmless the Authority and other Members from all claims, demands, actions, liability, or damages of any kind or nature, arising out of such use. E. No provision of this Agreement shall be construed as to require any party to obtain or maintain liability or other W-11 V 1 2 3 4 5 6 7 8 9 10 lI 12 13 who ��� 14 15 U w o 16 17 18 19 20 21 22 23 24 25 26 27 281 insurance coverage not otherwise required by law. 8.3 Waiver Except as provided in Section 8.2, each Member waives and gives up any claim against, or right to sue, the Authority, or its respective officers, employees, Staff, agents, contractors, i representatives or volunteers for any loss, damage or injury that arises out of, or is any way related to, such Member providing any type of emergency response service pursuant to a call, dispatch, or instruction issued by, or on behalf of, the Emergency Dispatcher, regardless of whether or not such liability may have arisen, in whole or in part, by the negligent acts, conduct or omissions of one or more of the Emergency Dispatchers. This waiver extends to liability for bodily injury or property damage that may be sustained by any Member or its officers, employees, contractors, or agents, and which was proximately caused, in whole or in part, by the negligent act, conduct or omission of the Authority, its respective officers, employees, Staff agents, contractors, representatives or volunteers. However, this waiver does not extend to bodily injury or property damage caused by an unlawful, fraudulent or willful act or omission of the Authority or its officers or employees. CHAPTER IX ADMISSION AND WITHDRAWAL OF MEMBERS 9.1 New Members Public entities may become Members in the Authority upon such terms and conditions as may be specified by the Board. New Members shall pay a surcharge to be determined by the Board at the time of application. -29- 11 4I 3 4 5 6 7 8 9 101 18 19 20 21 22 23 24 25 26 27 28 9.2 Withdrawal A Member may withdraw from the Authority at the end of any fiscal year and terminate its rights and obligations pursuant to this Agreement by giving written notice of its intention to terminate to the secretary of the Board no later than December 31 prior to the termination of the fiscal year in which the Member intends to withdraw. The written notice shall be accompanied by a resolution or minute order of the legislative body of the Member specifying its intent to withdraw from the Authority. Withdrawal of a Member, however, shall not relieve the withdrawing Member of its proportionate share of any debts or other liabilities incurred by the Authority prior to the effective date of such withdrawal, or any liabilities imposed upon or incurred by the Member pursuant to this Agreement prior to the effective date of such withdrawal, and such withdrawal shall result in the forfeiture of all rights and claims of the withdrawing Member to any repayment of contributions or advances or other distribution of funds or property after withdrawal, including distribution in the event of termination of the Authority, except Member Specific Communication i Equipment, provided the withdrawing Member pays all costs of I removal. 9.3 Breach The Board shall have the authority to terminate the Membership of any Member in the event the Member materially breaches its duties pursuant to this Agreement. For the purposes of this Section, the term "material breach" shall include, without limitation, a failure to fund the budget in accordance with the Chapter VI, the failure to make any contribution or pay any -30- W" 1 2 3 4 5 6 7 8 9 10 0 1 11 cc aw � 12 13 iU. ° 14 15 16 0 17 18 19 20 21 22 23 24 25 26 27 28 assessment when due, and the failure to defend or indemnify other Members as required in Chapter VIII. The Board shall give the Member notice of the breach and the right to cure the breach within thirty (30) days of the notice. In the event the Member fails to cure the breach within thirty (30) days, the Board shall have the right to immediately terminate the Membership. Termination of the Membership of a Member for breach shall not relieve the terminated Member of its proportionate share of any debts or other liabilities incurred by the Authority prior to the effective date of such termination, or any liabilities imposed upon or incurred by the Member pursuant to this Agreement prior to the effective date of such termination. However, such termination shall result in the forfeiture of all rights and claims of the terminated Member to any repayment of contributions or advances or other distribution of funds or property after termination, including distribution in the event of termination of the Authority, except Member Specific Communication Equipment, provided the terminating Member pays all costs of removal. 9.4 Penalties Notwithstanding Section 9.3, and without waiving any other remedies available by law or through this Agreement, the Board shall adopt policies and procedures imposing penalties for failure of any Member to pay any amounts due under this Agreement. CHAPTER X TERMINATION AND DISPOSITION OF ASSETS 10.1 Termination The Authority shall continue to exercise the joint power k specified in this Agreement until termination of this Agreement. -31- 1 2 3 4 5 6 7 8 9 10 11 12 W Q 13 U5 14 6�a w -1 15 y 16 o R 17 18 19 20 21 22 23 24 25 26 27 28 This Agreement shall terminate if five (5) or nore Members give the Authority written notice of their intention to withdraw as specified in Section 9.2 or if the Members mutually agree to terninate this Agreement. No termination of the Authority shall occur until all of its debts, liabilities, and obligations and other evidence of indebtedness are paid or adequate provision for such payment is made in accordance with the resolution of the Authority. No termination of the Authority shall occur which is contrary to the language, spirit or intent of any contract or agreement entered into by the Authority with the U.S., the State of California, or any department, administration or agency of either. 10.2 Distribution of Property A. All capital equipment purchased as part of this Agreement, shall be assigned an "operating life" by the Board. The Board shall also designate equipment which is critical or non -critical to the operation of the facilities. Upon termination of this Agreement, all capital equipment either functioning within its operating life or beyond, shall be appraised by an independent appraiser and equipment designated as critical may be purchased first by the City of Anaheim and then by any Member agency who is interested and who, having submitted a sealed bid, is the highest bidder. Such sealed bid shall not be lower than the appraised value. Non -critical capital equipment may be purchased by any Member agency based on procedures adopted by the Board. Capital equipment not purchased by Member agencies, shall be sold to the public at appraised value or at public auction. The proceeds of all sales shall be paid to each Member pursuant to their fair share .32. Lim I 21 3 4 5 6 7 8 9 10 11 o w 12 �� 13 wo? 14 3;(t16 15 U i` w o 16 17 18 19 20 21 22 23 24 25 26 27 28 percentage as determined for the most recent fiscal year. B. Upon termination of this Agreement, all capital equipment purchased prior to this Agreement, as specified in Section 2.2.A through 2.2.F shall be returned to the Member or Members holding title to the equipment. C. In the event of termination of the Authority, any remaining funds, property or other assets of the Authority, following discharge of all debts, liabilities and obligations of the Authority, shall be distributed to, the Members for any un--reimbursed advances, contributions, or in -lieu contributions made or given to the Authority by such Members, and distributed to all Members on the same basis as the annual distributions to Members under this Agreement. CHAPTER XI MISCELLANEOUS 11.1 Amendments Except for Sections 6.2, 7.1, 7.5, 8.2 and 8.3, this Agreement may be amended with the approval of a majority of the Members. Amendments to Sections 6.2, 7.1 and 7.5 shall require 1 positive consent of the number of Members necessary to represent a minimum of Fifty -One Percent (51%) of the fair share percentage as determined for the most recent fiscal year in the Authority. Amendments to Sections 8.2, 8.3 and 11.1 shall require the unanimous consent of the Members. No amendments to this Agreement may be made which would adversely affect the interests of the owner of bonds, letters of credit, or other financial obligations of the Authority. -33- 1 2 3 4 5 6 7 8 9 10 11 12 13 Q w Xo� 14 15 16 o 17 18 19 20 21 22 23 24 25 26 27 28 11.2 Notice Any notice or instrument required to be given or delivered pursuant to this Agreement shall be deemed given when personally delivered to the Member or the Authority, or deposited in the United States mail, first class postage pre -paid, and properly addressed to the principal office of the Member or the Authority. 11.3 Partial Invalidity If one or more of the Chapters, Sections, paragraphs or provisions of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, each and all of the remaining Chapters, Sections and paragraphs shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law, provided, the remaining Sections or provisions can be construed in substance to constitute the Agreement the Parties intended in the first instance. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed unattested by their duly authorized officers, and to have their official seals affixed hereto as of the date first stated above. Dated: 0 13bo CITY OF ANAHEINf By: MAYOR ATTEST: APFROVED AS TO F RM• By.C�C®R_KdOL&� By ETY ATTORIT VIA -34- 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Dated: �2 7 VU CITY r FOCI TAIN VALLEY By: Y R ATTE '": APPROVED AS 0 FO M: By: �d.[�L�. By: {� ITY CLERK CITY ATTORNEY Dated:1b - /7 - o a Y OF FULLERT By: MAYO'117 ATT �APPR JED TO FORM: B y CITY CLER ITY ATTORNEY Dated: CITY 0 GARDEN GROVE By: MA-YOR :ATTES - APPROVED AS TO FORM: By: By: C LERK C ATTORNEY w;�lro3wif �j�f rr�i ATTEST: APPROVED AS TO FORM: . t By: 6Z7 y: A. CITY CLERK —CITY ATTORNEY l t1 -35- 09 1 2 3 4 5 6' 7� 8' 9 10 li 12 ppS aw � 13 14 15 �U I6 0 17 18 19 20 21 22 23 24 25 26 27 28 Dated: CITY OF NEWPORT BEACH ATTEST: / APPROVED By; 1Lft .j I`r •�By CITY CLERK Dated: 36003.1;cftynn T m -36- EXHIBIT OX A E 1 JINVENTORY ASSETS AS OF .TUNE 1,1996 PER PARAGRAPH 2.2 A OLD NEW CURRENT VALUE EXPECTED YEARS BEFORE REPLACEMENT 2 1 2 - Flashboards x 1,050.00 15 years 3 1 - TV Cabinet x 460.00 15 years 4 3 - WS Ix 1,400.00 5 years 5 1 -VCR Ix 325.00 3 years 6 1 - Answerphone (Media tapo line) x 530.00 5 years 7 2 - Paksets x 6,000.00 3 years 8 1 - Fax machine x 1,600.00 3 years 9 1 - 24 hour logging recorder x 61,329.00 10 years 10 1 - Round table Ix 170.00 15 years 111 121 5 - 2 Drawer file cabinets 5 - 3 Shelf bookcases x x 1 1 1,000.00 500.00 15 years 15 years 13 2 - Small credenza's x 300.00 5 years 14 2 - Large credenza x 500.00 5 years 15 3 - Executive office chairs x 900.00 5 years 16 7 - Office chairs x 1,050.00 5 years 17 s - Dispatch chairs Ix 3,000.00 2 years 16 10 - Conference room chairs x 2,500.00 5 years 19 6 - Kitchen chairs x 1,200.00 3 years 20 4 - Office chairs x 300.00 2 years 211 1 - Couch/1-Chair x 900.00 10 years 221 23 3 - Reception area tables 3 - Office desks with computer stations/returns Ix Ix 500.00 8,250.00 15 years 15 years 24 3 - Office credenza's Ix 3,000.00 15 years 25 1 - 2 Drawer file cabinet x 1 100.00 5 years 26 6 - Sets Clawson Cards Ix 1 2.392.00 10 years 27 3 - Computer work tables x 900.00 15 years 28 29 36 - Lockers 1 - Coat rack x x 600.00 210.00 5 years 10 years 30 3 - 4 Drawer file cabinet x 750.00 5 years 31 1 - Supply cabinet x 150.00 5 y ars 32 1 - Security fire fife x 500.00 15 years Page 1 C C EXHIBIT'A' D E 33 INVENTORY ASSETS AS OF JUNE 1,1996 PER PARAGRAPH 2.2 A OLD NEW CURRENT VALUE EXPECTED YEARS BEFORE REPLACEMENT 34 2 - Small conference room credenza's x 720.00 15 years 35 1 - Conference room table x 750.00 10 years 36 1 - Refrigerator x 1,000.00 10 years 371 1 - Microwave oven x 400.00 3 years 381 1 - Dishwasher x 400.00 10 years 391 1 - Stove x 600.00 10 years 401 2 - Miscellaneous Orange County wall maps x 1,700.00 10 years 41135 - Miscellaneous Pictures x 3,270.00 10 years 42 1 - LaserJet 4M Plus Ix 1,200.00 5 years ' 43 1 - PowerBook Ix 4,500.00 5 years 44 1 - Keyboard/Monitor Ix 550.00 5 years 45 1 - DeskJet 8500 x 800.00 5 years 4G 1 - Scanner x 980.00 5 years 47 1 - Miscellaaeous Software x 1,600.00 5 years 48 2 - Color Plus 14 In. Monitor x 900.00 3 years 49 2 - Extended Keyboard it Ix 200.00 3 years 50 51 2 - PowerPc 601/60mhz 1 - Century PC4XV-BA x x 3,400.00 500.00 3 years 1 year 52 1 - 14' Super VGA Color Monitor x 100.00 1 year 53 1 - Keyboard x 50.00 1 year 54 m Miscellaneous Office Supplies On Hand 1 - TV/FOC Conference Rm. x 1,500.00 400.00 5 years % 4 - WalVDesk Clocks x 90.00 5 years 57 1 - CADI Backup System III x 23.000.00 5 V ears 58 59 1 - CADVNCP Backup System x 23,000.00 5 years ' G0 ITOTAL 1 173,976.00 Page 2 a EXFi1H1T W B C I D 1 INVENTORY ASSETS AS OF JUNE 1,1996 PER PARAGRAPH 2.2 A OLD NEW CURRENT VALUE 2 2 - CENTRACOM 11 PLUS X 36.000.00 3 4-CENTRACOM II PLUS RECONRGURED X X 37,680.00 4 6 - Digital Cali Checks X 23,301.00 5 16 - 911 Equipment X 33,414.00 6 1 System 11 Radio Equipment X 400,197.00 7 B 1 MDT Frequency 1,000,000.00 9 10 CAD System Hardware & Software X 1,298,000.00 11 12 13 TOTAL 2,829,092.00 i' Page 3 C EXHI>3VB' A B c D 1 INVENTORY ASSETS AS OF JULY 1,1996 PER PARAGRAPH 2.2 B OLD NEW ORIGINAL VALUE 2 5 - Syntor Base Radios X 15.355.00 3 2 - Syntor Base Local Tnmked Controllers X 10,980.00 4 1 1 - CAD Interface Syntor, PC & Modem X 23.000.00 5 3 - Clawson EMD Cardsets X 1,050.00 6 7 TOTAL 50,385.00 C c Page 1 E MIDIT "C' B c 0 1 INVENTORY ASSETS AS OF JULY 1,1996 PER PARAGRAPH 2.2 C OLD NEW Value New 2 1 - B1603A Single Bay 3- Panel Enclosure X 1,439.00 3 3 - B1400 Master Control Panels X 11.616.00 4 3 - BLN1143 Operator Interface Modules (from CEB) X 4,689.00 5 8 - B1401 Channel Control Panels X 6,240.00 6 30 - B1405 T1/R1 Channel Control Modules X 8,220.00 7 4 - B1602F Single Bay 45 Degree 2 Panel Enclosures X 4,916.00 8 12 - B1604A Single Bay 4 Panel Enclosures X 2,078.00 9 4 - Bi 604E Single Bay 45 Degree Panel Enclosures X 2,378.00 10 11 - B1248A Blank Half Panels X 451.00 11 6 - 13LN1148A Headset Jacks X 1,320.00 12 1 - BLN6179 Side Panel for 3 Panel Bay X 99.00 13 3 - K577 Telephone/Headset Interface Boards X 1,026.00 14 5 - B1406 T2R2 Channel Control Modules X 1,370.00 15 14 - B1405 Tt R1 Channel Control Modules X 5,206.00 16 17 TOTAL 51,Og8.00 Page 1 C c EXHIBIT'D" CADIRMS System Hardware & Software $1,298,500.00: Purchase and reimbursement - over five years. First year invoiced as one payment on April 15,1997. Second through fifth years to be invoiced in quarterly payments at the beginning of July, October, January and April of each fiscal year. PURCHASE % Total Amount Annual Pymt Quarterly Pymt Fountain Valley 4.62 $ 59,990.70 $ 11,998,14 $ 2,999.54 Huntington Beach 16.80 $ 218,148.00 $ 43,629.60 $ 10,907.40 Newport Beach 9.04 $ 117,384.40 $ 23,476.88 $ 5,869.22 REMMURSEME r % Total Amount Annual Rmb Quarterly Rmb Anaheim 45.68 $ 180,674.95 $ 36,134.99 $ 9,033.75 Fullerton 16A1 $ 64,905.34 $ 12,981.07 $ 3,245.27 Garden Grove 19.35 $ 76,533.72 $ 15,306.74 $ 3,826.68 ' Orange 18.56 $ 73,409.09 $ 14,681.82 $ 3,670.45 A TTA CHMENT 2 V METRO CITIES FIRE AUTHORITY SECOND AMENDED JOINT POWERS AGREEMENT "RED -LINED VERSION" 1 2 3 4 5 6 7 8 9 1a � lI 12 4 W 13 F-= 14 e �� gti oc 15 w o 16 17 18 19 20 21 22 23 24 25 26 27 Metro Cities Fire Authority SECOND NDED JOINT POWERS AGREEMENT This Second [-F4---&61 Amended Joint Powers Agreement, dated for purpose of identification the day of , 2000 is made by and effective when fully executed by authorized representatives of all of the following public entities: A. City of Anaheim ("Anaheim"); B. City of Fountain Valley ("Fountain Valley"); C. City of Fullerton ("Fullerton"); D. City of Garden Grove ("Garden Grove"); E. City of Huntington Beach ("Huntington Beach"); F. City of Newport Beach ("Newport Beach"); and G. City of Orange ("Orange"). RECITALS A. The Parties to this Agreement each provide fire protection, fire prevention, rescue, emergency medical and related administrative services within their respective boundaries. B. The Parties have determined that joint use of a central communications network and record keeping system reduces the administrative costs that would otherwise be incurred by each Party in providing fire suppression, emergency medical assistance, rescue service, and related services. C. The Parties have determined that the costs associated with maintaining the staff and equipment necessary to operate a Communications Center should be funded by the Parties through a formal Joint Powers Agreement with costs apportioned 1 2 3 4 5 6 7 8 9 10 � 11 �W 12 fin 13 V°= 14 e W��G� 15 16 o 17 18 19 20 21 22 23 24 25 26 271 28 to reflect the extent to which the Parties utilize the emergency Communications Equipment and staff. D. The Parties have determined that joint use of a central communications network and record keeping system is also intended to foster cooperation among the Parties in the form of a separate written automatic aid agreement to consider the provision of emergency services by the closest available unit and to serve as a vehicle for evaluating other opportunities for joint operations. E. The Parties each have the power and authority to perform, and contract with one another pursuant to the Joint Exercise of Powers Act (Section 6500 et. seq. of the Government Code) for the performance of the duties and functions that form the basis of this Agreement. F. The Parties have the power to contract with other agencies for communications services, equipment and related items. G. The Parties entered into the initial Joint Powers Agreement on the 1st day of July, 1996. The First Amended Joint Powers Agreement is dated June 23, 1997. The Parties wish to further amend said Agreement in its entirety through this Second ILmended Agreement. THE PARTIES AGREE AS FOLLOWS: CHAPTER I DEFINITIONS 1.1 Definitions For the purpose of this Agreement, the words or terms specified in this Chapter shall have the following meanings: -2- I A. "Administrator" shall mean the Communications 2 Manager or equivalent position of the City of Anaheim. 3 B. "Authority" stall mean the Joint Powers Authority 4 known as the Metro Cities Fire Authority, created by this 5 agreement pursuant to the Joint Exercise of Powers Act (Section 6 6500 et. seq. of the Government Code). 7 C. "Board" is the governing body of the Authority. 8 D. "Board member" shall mean the voting member or 9 alternate appointed by the governing body of each Member agency 10 to represent said agency on the Board. 11 E. "Capital Improvement Project" shall mean the 0� 12 acquisition of any piece of Communications Equipment or the g 13 funding of any Communications Center related project that Ogg 14 requires an expenditure of $30,000.00 or more. c 15 F. "Capital Outlay" shall mean the acquisition of o16 any piece of Communications Equipment or the funding of any 17 Communications Center related project that requires an 18 expenditure of $500.00 or more but less than $30,000.00. 19 G. "Communications Center" shall mean that portion 20 of any structure or physical facility that houses Communications 21 Equipment and/or Communications Center Staff. 22 H. "Communications Equipment" shall mean all 23 electronic equipment, including telephones, telephone lines, 24 radios, computers and software located within, or connected to, 25 the Communications Center and utilized for the fire or 26 rescue -related emergency communications or records management of 27 any of the Parties. 28 -3- V 1 2 3 4 5 6 7 8 9 10 11 z � 12 W <� 13 Hal W° 14 LL ce 15 W 16 o 17 18 19 20 21 22 23 24 25 26 27 281 I. "Member" shall mean any public entity that is a riember upon the effective date of this Agreement or becomes a Party to this Agreement pursuant to the provisions of Section 9.1. J. "Recorded Incident" shall mean any .call for service dispatched within the jurisdiction of a Member's fire department that generates an incident number through any emergency Communications Facility used by any member during any relevant period prior to the effective date of this Agreement and through the Communications Center upon the effective date of this Agreement or at such time as the Communications Center begins operation pursuant to this Agreement. K. "Communications Center Staff or Staff" shall mean all personnel of the City of Anaheim performing services related to the operations and maintenance of the Metro Cities Communication Center, or such agency or individual as may be appointed by the Board to perform these functions. L. "Fiscal Year" shall mean the twelve month period commencing July 1st and concluding June 30th. M. "Subscriber Agency" means each of the public agencies that are not Members of the Joint Powers Authority that wish to contract with Metro Cities Joint Powers Authority to receive communication services, equipment and related items and contribute to the cost of operating and administering this Joint Powers Authority by executing a subscriber agreement in a form approved by the Board. // . -4- V I CHAPTER II 2 SPECIAL CONSIDERATIONS 3 This section establishes the rationale for the 4 provisions relating to funding, administration and decision 5 making. 6 2.1 Communications Center 7 The Metro Cities Fire Authority Communications Center, 8 located at 201 S. Anaheim Boulevard, Anaheim, CA, was 9 constructed and is owned by the City of Anaheim. Ownership of 10 the real property and facility housing the Metro Cities 11 Communications Center will remain solely the City of Anaheim. Q� a W t: 12 The Board may change the location of the CommunicationS Center. 13 2.2 Communications Equipment " 14 A. Certain existing communications equipment was 15 acquired through the joint Efforts of the Cities of Anaheim, o16 Fullerton, Garden Grove and Orange and shall be identified as 17 part of a fixed asset inventory system, which inventory is set 18 forth on Exhibit "A" attached hereto and incorporated herein by 19 this reference. Joint title to this equipment existing as of 20 the date of termination or at the end of its useful life shall 21 vest with the Cities of Anaheim, Fullerton, Garden Grove and 22 Orange and shall be disposed of as outlined in Section 10.2. 23 B. Certain existing communications equipment was 24 acquired through the joint efforts of the Cities of Fountain 25 Valley, Huntington Beach and Newport Beach and shall be .26 identified as part of a faxed asset inventory system, which 27 inventory is set forth on Exhibit "B" attached hereto and 28 incorporated herein by reference. Joint title to this equipment -S- V 1 2� 3 4 5 6 7 8 9 10 11 n 12 Qc W 13 �o 9_v 14 �� 15 o 16 17 18 19 20 21 22 231 241 25 26 27 28 existing as of the date of termination or at the end of its useful life shall vest with the Cities of Fountain Valley, Huntington Beach, and Newport Beach and shall be disposed of as outlined in Section 10.2. C. Certain existing communications equipment was acquired by the City of Huntington Beach and shall be identified as part of a fixed asset inventory system, which inventory is set forth on Exhibit "C" attached hereto and incorporated herein by reference. Title to this equipment existing as of the date of termination or at the end of its useful life shall vest with the City of Huntington Beach and shall be disposed of as outlined in Section 10.2. D. Title to equipment purchased jointly on behalf of the Authority, existing as of the date of termination or at the end of its useful life, shall, vest with the Authority and shall be disposed of as outlined in Section 10.2. An inventory of such equipment shall be maintained by the Administrator. E. After the effective date of this agreement, title to communicationS equipment purchased for the Communications Center separately by individual members of the Authority shall vest only with those individual nembers contributing to the purchase of said equipment. Such equipment shall be identified as part of a fixed asset inventory system, which inventory shall be maintained by the Administrator. Title to this equipment existing as of the date of termination or at the end of its useful life shall vest with those individuals purchasing said equipment and shall be disposed of as outlined in Section 10.2 0 I F. The Cities of Anaheim, Fullerton, Garden Grove 2 and Orange previously funded and installed a CAD/RMS System, the 3 cost of which was $1,298,500.00 (hereinafter "System") which 4 forms the basis of the communications network. The Cities of 5 Fountain Valley, Huntington Beach and Newport Beach agree to buy 6 into the CAD/RMS by paying their fair share of the cost of the 7 System to Metro Cities in equal quarterly payments on July 1, 8 October 1, January 1 and April 1 or the next business day should 9 these days fall on a weekend or holiday, of each fiscal year 10 over a period of five (5) years commencing July 1, 1996 and 11 concluding June 30, 2001. The fair share reimbursement cost by p� F 12 the Cities of Fountain Valley, Huntington Beach and Newport 13 Beach shall be allocated according to the formula in Section o- 14 6.1(a) of this Agreement, using the recorded incidents of the L6 15 Metro Cities budget of 1996-1997, which incidents are based upon W U aLO 16 incidents occurring during the 1995 calendar year. 17 Reimbursement to the Cities of Anaheim, Fullerton, Garden Grove 18 and Orange shall be made by Metro Cities based on the amount 19 each city contributed to the initial purchase of the CAD/RMS 20 System. The Payment and Reimbursement Schedule is attached 21 hereto as Exhibit " D" and incorporated herein by reference. 22 1. Title to the System shall remain with the Cities 23 of Anaheim, Fullerton, Garden Grove and Orange until Fountain 24 Valley, Newport Beach or Huntington Beach pay their full Fair 25 Share of the cost of the System. At such time as Newport Beach, 26 Huntington Beach or Fountain Valley pay their full Fair Share of 27 the cost of the System, title to the System shall also vest in 28 that City. Upon termination of this Agreement, or the end of -7- V 1 2 3 4 5 6 7 8 9 10 11 I2 aWp 13 o Xo 14 15 16 o 17 18 19 20 21 22 23 24 25 26 27 281 the useful life of the System, the System shall be disposed of as provided in Section 10.2. CHAPTER III PURPOSE AND POWERS 3.1 Authority Created This Agreement creates a Joint Powers Authority known as the Metro Cities Fire Authority. The Authority is formed pursuant to the provisions of Article 1, Chapter 5, Division 7 of Title I of the Government Code of the State of California (The Joint Exercise of Powers Act). The Authority shall be considered a public entity separate and apart from the Members. Within thirty (30) days after the effective date of this Agreement and after any amendment, the Authority shall cause a notice of such Agreement or amendment to be prepared and filed with the Office of the California Secretary of State containing the information required by Government Code 6503.5. 3.2 Common Powers Each Party has the common power to, inter alia: A. Provide fire protection, fire suppression, fire prevention, emergency medical, rescue and related services; B. Maintain an effective communications and emergency dispatch system tc facilitate and support fire protection, fire suppression, rescue and emergency medical services; C. Employ and train personnel to perform emergency equipment communication and dispatch services, communication facility maintenance and the purchase of l Communications Equipment. -8- NJ 1 2 3 4 5 6 7 8 9 10 � 11 12 aw A 13 Fo 14 b� op 15 E 16 O 17 18 19 20 21 22 23 24 25 26 27 28 3.3 General Purpose The primary purpose of this Agreement is to provide for the operation, upgrade, maintenance and repair of the Communications Center and CoirnunicationS Equipment. This Agreement is intended to provide a formal mechanism by which the Authority can fund these activities to provide the highest possible level of emergency communications services. 3.4 Powers The Authority through its Board shall have the power, in its own name, to do any of the following: A. To jointly exercise the corr.-non powers of the Members; B. To make and enter into contracts, including but not limited to, contracting with other public agencies for [tom pEev de services, equipment and related items to those agencies; C. To retain the services of fire suppression specialists, emergency communications consultants, and such other persons with specialized knowledge or ability capable of assisting the Members in achieving the purposes of this Agreement; D. To acquire, hold or dispose of property by any lawful means, including, without limitation, gift, and purchase for sale; E. To incur debts, liabilities or obligations, subject to the limitations specified in this Agreement and, to the extent permitted by law, borrow funds on a temporary basis to meet operational expenses until expected revenue are no I available; 2 F. To the extent permitted by law, to enter into 3 equipment lease agreements or lease -purchase agreements or other 4 financial arrangements extending beyond the current budgetary 5 cycle, necessary or convenient to the operation of the Authority 6 (hereinafter collectively "lease") so long as the agreement 7 contains substantially the following provisions: 8 "The Authority receives its funds on an annual budgetary 9 cycle from its individual Members. The Authority agrees to 10 use its best efforts to obtain authorization and 11 appropriation of funds from its individual Members to pay 12 lease payments due under this Agreement, including, without dw �nn 13 limitation, the inclusion in its budget request for each r 0 q ir 14 fiscal year during the terra of this Agreement a request for w� w 15 adequate funds to meet in full its obligations hereunder. U o16 The Board may terminate this Agreement in the event funds 17 are not appropriated or appropriations are withdrawn or 18 withheld upon thirty (30) days' written notice. 19 Termination under this provision shall not constitute a 20 default or breach. The Authority shall not be obligated to 21 pay any additional lease payments but shall, after written 22 notice from Lessor, deliver the Equipment to Lessor or its 23 assignee. Lessor acknowledges that the individual Members 24 shall not be liable for the debts of the Authority." 25 .G. The Authority empowers the Board to enter into 26 leases, agreements and similar transactions that require the 27 Authority to indemnify the person with whom the Board is 28 contracting, so long as the exposure to liability under -10- I such indemnification is approved by the Risk Manager of Anaheim 2 and by Legal Counsel of the Authority and so long as the maximum 3 exposure to liability under such transaction does not exceed one 4 Million Dollars ($1,000,000.00). 5 H. To receive gifts, contributions, grants, and 6 donations of property, funds, services and other forms of 7 assistance from any person, firm, entity, corporation or public 8 agency; 9 I. To sue and be sued in its own name; 10 J. To apply for any grant or grants offered in 11 conjunction with any Federal, State or local program that is in 12 any way related to the purpose of this Agreement; 13 K. To adopt rules, regulations, policies, by-laws o� 14 and procedures governing the operation of the Authority; • 003WU. 15 L. To exercise any other power in the manner and o 16 according to the methods provided by applicable laws, rules or 17 regulations, subject only to the restrictions on the manner of 18 exercising such powers that may be applicable to the City of 19 Anaheim. 20 CHAPTER IV �1 ORGANIZATION 22 4.1 Membership 23 The Members of this Authority shall be the public 24 entities which executed this Agreement or a subsequent amendment 25 and have not withdrawn from, or had membership in the Authority 26 terminated, as provided in Section 9.2 and Section 9.3. 27 4.2 Board 28 A. The Board shall consist of one (1) voting member -It- v 1' 21 3 4 5 6 7 8 9 10 �J I1 MI1 2. a� 13 ° 14 wUZI 15 16 o 17 18 19 20 21 22 23 24 25 26 27 28 and one (1) alternate appointed by the governing body of each Member agency. B. Each Board member shall hold office from the first meeting of the Board after appointment and shall serve at the pleasure of their appointing authority. C. A Board member or alternate shall not receive compensation, but may be reimbursed by the Authority for expenses reasonably incurred while performing duties required by (this Agreement, and as further specified and limited by resolution of the Board. 4.3 Principal Office The principal office of the Authority shall be 201 South Anaheim Boulevard, Suite 302 in the City of Anaheim, County of Orange. The Board has the full power and authority to change the principal office from one location to another within the County of Orange. 4.4 Meetings The Board shall meet at the principal office of the Authority, or at such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution. Regular, adjourned and special meetings of the Board shall be called, noticed and conducted in accordance with the Ralph M. Brown Act or other relevant open meeting law. 4.5 Quorum A majority of the Board (or the alternate for any absent voting member) shall constitute a quorum for the purpose of transacting business relating to the Authority, subject to -t2- 1 2 3 4 5 6 7 9 10 11 12 <�r 13 gi� w0 ffl�p- 14 O ti jE 15 o 16 17 18 19 20 21 22 23 24 25 26 27 28 the provisions of Sections 7.1 and 7.5. 4.6 Powers and Limitations All of the powers of the Authority are reserved to it and may be exercised by the Board, unless otherwise limited by law. [except to —the extent --of pewers een`eEEed--efl--the BeaE� meant-- ,—+J—gym-] Each Board member, or alternate in the absence of any voting member, shall be entitled to one vote and, except as expressly provided in this Agreement, including Sections 7.1 and 7.5, the affirmative vote of the majority of those present and qualified shall effect adoption of any motion, resolution, order or action the Board deems appropriate. 4.7 Minutes The secretary of the Authority shall provide notice of, prepare and post agendas for, and keep minutes of, each regular, adjourned and special meeting of the Board. The secretary shall send a copy of the minutes to each Board member Vand otherwise perform the duties necessary to ensure compliance ,with provisions of law including, without limitations, any ,applicable "open meeting law" such as the Ralph M. Brown Act. 4.8 Rules The Board may adopt rules and regulations for the conduct of its affairs that are not in conflict with this (Agreement. 4.9 Officers The Board shall select a chairperson and vice chairperson from its members and shall appoint a secretary who may, but need not, be a member of the Board. The treasurer of the City of Anaheim shall hold the office of treasurer and -I3- 11 2 3 4 5 6 7 8 9 10 FW � 12 13 14 o Mrs 15 o 16 17 18 19 20 21 22 23 24 25 26 27 28 auditor, in accordance with Government Code Section 6505.6, and shall perform the duties as authorized in Section 6505 et seq of the Government Code. The treasurer shall cause an independent audit to be made by a Certified Public Accountant -in compliance with Section 6505 of the Government Code. The Certified Public Accountant shall be annually appointed by the Board. The treasurer shall keep all revenues of the Authority in a separate account, and, if available, an interest bearing account, and otherwise perform the duties and responsibilities of that office as specified in Sections 6505 et seq. of the Government Code. Any surplus funds not immediately needed may be invested in accordance with the investment policy annually adopted by the Board, as required by Government Code Section 53646, and (consistent with Government Code Sections 53601, 53635, 16429.1 and 53684, as may be amended. The chairperson, vice chairperson and secretary shall hold office for a period one year, or until a successor is appointed. The Board shall reorganize annually at its first meeting of the new fiscal year. 4.10 Bond The treasurer, auditor and such other persons who may have access to, or handle, any revenue of the Authority shall be required to file an official bond in an amount determined by the Board and consistent with the provisions of Section 6505.1 of the Government Code. This bonding requirement shall be satisfied if an existing bond is extended to cover the duties required by this Agreement. The costs of complying with the requirements of this Section shall be considered an administrative expense of the Authority. -14- "W v 1 2 3 4 5 6 7 8 9 10 J � 11 Gg 12 W01 13 who = 14 15 4s 16 o 17 18 19 20 21 22 23 24 25 26 27 28 4.11 Status of Officers and Employees In accordance with the Joint Exercise of Powers Act, all of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and all pension, -relief, disability, workers compensation and other benefits which apply to the activities of officers, agents, or employees of any of the Member's agency when performing their respective duties or functions for that agency, shall apply to each of them to the same degree and extent while engaged in the performance of any activity, function or duty pursuant to this Agreement. 4.12 Fair Political Practices Act The members of the Board and alternates shall be considered public officials within the meaning of the Fair Political Practices Act of 1974, as amended, and its regulations, for the purposes of financial disclosure, conflict of interest and other requirements of such Act and regulations, subject to contrary opinion or written advice of the California Fair Political Practices Commission. CHAPTER V BASIC SERVICES 5.1 Communications Center -- Operations A. The Communications Center shall be maintained and operated by the Authority, pursuant to this Agreement, for the use and benefit of all Members. The Communications Manager, or equivalent position, of the City of Anaheim shall be the Administrator of the Communications Center so long as Anaheim operates and administers the Communications Center. B. To provide for such maintenance and operations, -15- L 1 2 3 4 5 6 7 8 9 10 17 18 19 20 21 22 23 24 25 26 27 28 the City of Anaheim will, through use of City of Anaheim employees, provide all services required to operate, maintain and administer the Communications Center. The Authority shall pay the actual costs of such operation and administration, plus an administrative overhead fee. The costs of such operation and administration, including administrative overhead, shall be tborne by each Member according to its fair share percentage as determined pursuant to Section 6.1 hereof. C. The Board ["•- -ty] is empowered to develop 1policy to establish the service levels for the Communications Center operation and maintenance. D. Communications Center employees shall be governed by the same personnel rules, regulations, Memoranda of Understanding, administrative regulations and other related matters as apply to other employees of the City of Anaheim. Recruitment, position classifications and descriptions, hiring, discipline, promotion, and other employee -related functions shall be determined solely by the City of Anaheim. E. Anaheim will determine the procedures and standards of selection for employment and promotion, direct its employees, take disciplinary action, relieve its employees from duty for legitimate reasons, maintain the efficiency of communications operations, determine the methods, means and personnel by which it will meet the service levels established by the Authority. F. Anaheim may elect to discontinue providing services for the operation and administration of the Communications Center by giving notice of such election in -16- V II 21 3 4 5 6 7 8 9 10 j I 11 t 12 Q � 13 whU. 14 o tin 15 UU m 16 o 17 18 19 20 21 22 23 24 25 26 27 28 writing to the Board a minimum of six (6) months prior to such cessation. In the event of such discontinuance by Anaheim, the Board may appoint another Member as the administrator or contract with another provider of such services. Should Anaheim's services as operator and administrator of the Communications Center terminate, use of the City of Anaheim's facilities shall also terminate unless a separate use/rental agreement is approved. Anaheim's election to discontinue providing services set forth herein does not constitute Withdrawal from the Authority. G. The Board may elect to terminate Anaheim's services as operator and administrator of the Communications Center by giving notice of such election in writing to Anaheim a minimum of six (6) months prior to the date of such termination. In the event of such termination, the Board may appoint another Member as the administrator or contract with another provider of such services. Such termination of Anaheim's services does not in and of itself constitute either Withdrawal or Termination of Anaheim from the Authority. Should Anaheim's services as operator and administrator be terminated by the Board, use of the City of Anaheim's facilities shall also terminate unless a separate rental/use agreement is approved. H. Each Member acknowledges that the City of Anaheim owns the property (land and facility) on which the Communications Center is situated at the time of the formation of the Authority. Rental costs, depreciation and other factors I relating to use of this property are not currently included in either the administrative overhead fee or the costs of services 15Fd V 1 2 3 4 5 6 7 8 9 10 I1 12 a u, d 13 �0^14 03 15 16 0 17 18 19 20 21 22 23 24 25 26 27 28 provided by Anaheim. 5.2 Maintenance of Equipment A. The Authority through its Board shall maintain and repair all Communications Equipment, including, without limitation, telephones, radios, computers, hardware, software, electrical systems and all related mechanical devices or facilities other than equipment which Members are required to install pursuant to provisions of Subsection C. B. The Authority through its Board shall purchase Inew or used Communications Equipment as necessary to replace existing equipment or upon a determination by the Board that new or additional Communications Equipment will facilitate emergency communications. C. As a condition to receiving emergency communications services, each Member shall install and maintain, the following equipment.in each fire station, rescue facility, or related mobile unit as maintained by the Member: 1. A station direct telephone line with handset originating at the Communications Center or a personal Alpha/Numeric pager for each unit. 2. A station vocal or paging line and speaker originating at the Communications Center. 3. A minimum of two emergency telephone reporting trunk lines terminating at the Communications Center. 4. One mobile data computer terminal or status I message device in each operating fire company or rescue unit. 5. Other equipment which the Board determines Ito be necessary to maintain an effective communications network. -i6- I 21 3 4 5 6 7 8 9 10 � lI 12 d -A 13 14 Fo�c w� 1S U o 16 17 18 19 20 21 22 23 24 25 26 27 28 Each Member shall pay the costs of installing, maintaining and repairing the Communications Equipment it is required to provide pursuant to this Paragraph. All maintenance and repair of hardware and Communications Equipment which are physically connected to the Communications Center shall be coordinated through the Communications Center Management. D. Subject to prior Board approval, any Member may install special Communications Equipment or extra telephonic equipment provided the installing Member pays all the equipment and installation costs. The Board may approve Member's requests for installation of special equipment only on a finding that neither the Authority nor any Member will incur any additional cost and that installation of the equipment will have no adverse impact on emergency communication capability. E. Each Member shall provide the Authority through the Administrator with mapping and related emergency dispatching information necessary for the efficient deployment of fire units and manpower. Each Member shall continually update mapping and deployment information and provide this information to the Authority through the Administrator and each Member as j appropriate. F. Each Member shall be responsible to provide a back-up emergency dispatch system to provide alternative emergency communication services within that Merber's jurisdiction in the event Communications Center systems at the Communications Center are disabled or inoperative. 5.3 Services To and Reimbursement From Subscriber Agencies A. Public entities in Orange County may receive -19- V 1 2 3 4 5 6 7 8 9 10 � 11 12 � n UJo � �� 14 6uu I. 1S 16 17 18 19 20 21 22 23 24 25 26 27 28 `communication services, equipment and other items (hereinafter I"communication services") from this Authority by executing a Subscription Agreement in the form approved by the Board and by paying the annual fee and/or other costs, as determined by the Board. Agencies which desire to participate as Subscriber Agencies must sign the Subscription Agreement prior to receiving services or sharing equipment or other items, and must pay their fee by July 30 of the fiscal year for which subscription is desired. Subscription Agreements shall renew automatically from year to year unless otherwise specified in the Agreement. Agencies which subscribe for an entire fiscal year may, at their option, elect to pay their fee in four equal installments due and owing on or before July 30, October 1, January 1 and April 1. Agencies which choose to become Subscriber Agencies after the commencement of the fiscal year must sign the Subscription Agreement and pay the full amount of the fee prior to seeking services. Fees for subsequent fiscal years, may be revised by the Board. B. The Board may terminate any or all Subscription Agreements by giving the affected Agency or Agencies ninety (90) days prior written notice. C. Revenue from Subscriber Agencies shall be I allocated as directed by the Board. CHAPTER VI FUNDING AND ADMINISTRATION 6.1 Funding Each Member shall pay a portion of the costs incurred by the Authority in providing the services described in Section -20- 1� 2 3 4 5 6 7 8 9 10 � 11 12 a LU 13 giHu °� 14 U. w� 15 16 o 17 18 19 20 21 22 23 24 25 26 27� 28 5.1. Each Member's share of the costs incurred by the Authority shall be based upon that Member's "fair share percentage" which shall be determined in accordance with the provisions of this Section. The number of Recorded Incidents attributable to each Member represents the most equitable basis for determining that Member's share of the costs incurred by the Authority. A. The contribution of each Member shall be based upon the number of Recorded Incidents attributable to each Member, divided by the Recorded Incidents attributable to all Members, during the calendar year preceding the fiscal year for which that Member's fair share percentage is being calculated. Once determined for any fiscal year, the Member's fair share percentage shall remain unchanged. The following is the formula pursuant to which the fair share percentage will be calculated: RECORDED INCIDENTS ATTRIBUTABLE TO A MEMBER (DIVIDED BY) RECORDED INCIDENTS ATTRIBUTABLE TO ALL MEMBERS (EQUALS) !MEMBERS FAIR SHARE PERCENTAGE, B. Each Member's contribution to the budget shall be determined by multiplying that Member's fair share percentage by the amount of the budget or budgetary component. C. The Administrator, or his or her designee, shall invoice each Member agency that agency's total fair share percentage of the budget in accordance with a payment schedule set by Resolution of the Board. [Li E'�.^na Tear- Rd a•i ''summate nf_?R�y e ,—p — c e t = r , t--he-chi €-erye a bet e e n t ; a ted—am--tua-1 I 2 3 4 5 6 7 8 9 IO 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -aAA raid by .,r-__re__ited -tG_-amtt1--1'lQii�i�i 7 �'��� I., �1. .. last �r�r-rp uir-c�z B day-ef tire- --st-quarter€ the fella i . A -Board -the4-r�embe r- PeG!f!G Equipment replaseme -Gmponeti t f u n d- as eu t i'-wed•—Yn-^-Seet i e n -7.2.A. -- 1--�r-ed-s-may-be•-depes iced -%e--6amxr�-at i,o ns- -Equipment-capit-a3--r,eser-ve-ac-c-ount-as-out3inQe�- T.i--Seat-i-en-4T2.A-9- -upen- --u .Wear ­end ekedits feM his/her tember 2geRGY In -their Membe Equipmen+,r-Oplacnna_rsmMang-t fund as D. Final year-end adjustments of Members' costs representing the difference between estimated annual expenditures and actual annual expenditures shall be calculated by no later than the last day of the first quarter of the following fiscal year. If a Member agency wishes such credits to be either paid to each Member agency or credited to that Member Agency's Member Specific Communications Equipment replacement component fund as outlined in Section 7.2.A.5, that Member's representative on the Board shall notify the Treasurer of such election by no later than September 20 of the following fiscal year. If no Member agency has made such an election by September 20 of the following fiscal year, the Treasurer shall deposit all year-end credits into the Communications Equipment capital reserve account by September 30, as outlined in Section 17.2.A.4. If any Member Agency by September 20 of the following -22- I fiscal year elects either payment of the year-end credit or 2 deposit of such credit into its Member Specific Communications 3 Equipment replacement component, the remaining Members shall 4 either be paid the year-end credit or elect to deposit the 5 credit into their Member Specific Communications Equipment 6 replacement component in accordance with policies and procedures 7 established by Resolution of the Board. 8 6.2 Administrative Services 9 A. Anaheim shall provide the Administrative Services 10 required for operation of the Communications Center, and 11 management and administration of the personnel within, for an 12 administrative fee of twelve percent (12%) of the Communications a a� I3 Center operations and capital outlay and the Member specific 14 communications operations ccmponents of the budget, as outlined 15 in Sections 7.1.A.1 and 7.1.A.2. Administrative Services W� U U o; 16 includes, but is not limited to general accounting of funds 17 received and disbursed, preparation of invoices to Members, 18 preparation of documents relative to any grant program, routine 19 legal counsel and services from various departments within the 20 City of Anaheim as may be necessary from time to time, including 21 but not limited to Human Resources and Labor Management 22 Departments, Finance Department, purchasing, and such other 23 functions as may be required by this Agreement or the provisions 24 of any law including, without limitation, the Joint Exercise of 25 Powers Act. 26 B. Anaheim's City Attorney's Office will serve as 27 general counsel to the Authority to provide routine legal 28 counsel services required from time to time. Extraordinary -23- I 2 3 4 5 6 7 9 10 17 18 19 20 21 22 23 24 25 26 27 28 legal services (for example, Anaheim's time and expense or the expense for outside counsel in connection with a lawsuit against the Authority, its officers, agents, employees, representatives and volunteers providing services to the Authority) constitute additional expenses and are not covered by the administrative overhead. 6.3 Emergency Repairs In the event the Communications Center or Communications Equipment suffers damage which interferes with emergency communications services and requires emergency repairs, the Administrator is authorized without prior Board approval to expend the funds to have the necessary emergency repairs made so that services are resumed as soon as possible. Prior Board approval shall be obtained whenever practical. 6.4 Capital. Improvements --Funding In the event the Communications Center or Communications Equipment suffers damage and the cost of repairs exceeds sums designated for repair in that component of the budget and any reserve fund, the Administrator shall promptly solicit bids for the repair of damage from at least three (3) responsible firms. The Administrator shall then present said bids to the Board to award the contract to the lowest responsible bidder and to direct the accepted responsible bidder to make the repairs as soon as possible. Expenditures shall be approved in accordance with Section 7.2B, approval of which shall require the positive consent of the number of member agencies necessary to represent a minimum of Fifty-one Percent (51%) of the fair share participation in the Authority. Each -24- u 11 " 3 4 5 6 7 8 9 10 � 11 Cu�m� 13 �o � 14 U�U �H�� 15 o 16 17 18 19 20 21 22 23 24 25 26 27 281 Member shall pay its estimated fair share percentage of the repairs within 30 days after the award of the contract. CHAPTER VII BUDGETARY PROVISIONS 7.1 Annual Budget The Board shall adopt an annual budget pursuant to this Agreement and procedures adopted by the Board. A. A preliminary draft of the budget shall be presented to the Members by the last business day in January lip&] of each year for their review. Said budget shall be submitted to the Board for consideration and adoption. Budget adoption shall require positive consent of the number of Board members necessary to represent a minimum of Fifty -One Percent (51%) of the fair share participation in the Authority. 7.2 Special Budgetary Consideration A. The budget adopted by the Board shall include but not be limited to: 1. A Communications Center operations and capital outlay component, which shall provide for the personnel, maintenance and operations support, and capital acquisitions necessary for the joint operation of the Communications Center as described in Section 5.1 and 5.2. 2. A Member(s) specific communications operations component, which shall provide for the maintenance and operation of the Member specific Communications Equipment described in Section 5.2 (C). A Board member may make deposits to and request disbursements from this component, in accordance with the written policies and/or procedures of the Board. Kil i 2 3 4 5 6 7 8 9 10 17 18 19 20 21 22 23 24 25 26 27 281 3. A Capital Improvement Project component, which shall provide for the acquisition or replacement of major ICom.:nunications Equipment items or fund major Communications Center related projects. 4. A Communications Equipment capital reserve (component, which shall be deposited into a common designated i reserve account designed to defray future replacement costs of major components of the Communications Equipment. 5. A Member(s) specific Communications Equipment replacement component, which shall be deposited into a Member specific designated reserve account designed to defray future replacement costs of Member specific Communications Equipment. A Board member may make deposits to and request disbursements from this component, in accordance with the written policies and/or procedures of the Board. 6. If the Board elects to establish a liability i reserve fund component as provided for in Chapter VIII, the jamount of the fund, and the amount of annual contribution to the fund, shall be those amounts established by the Board. B. Except as provided in Section 6.3, the contributions of Members shall be used to defray the costs and expenses associated with the budget. Special assessment(s) that do not exceed ten percent (10%) of the annual budget may be made by the Board through a budgetary amendment. Special assessments that exceed ten percent (10%) of the annual budget may be levied by the Board provided that prior approval of the legislative body of each Member is first obtained. <<,^,an be from t!,� .-to time tl— -26- 2 C. Each Member's annual contribution to the budget 3 shall be determined by adding the following: 4 (i) Communications Center operations component, 5 less the amount identified in the City of Anaheim budget for 6 facility rental, multiplied by that Member's fair share 7 percentage; 8 (ii) That portion of the Member's Specific 9 Operations Component attributable to that Member's specific 10 Communications Equipment; 11 (iii)The Capital Improvement Project component 12 multiplied by that Member's fair share percentage; 13 (iv) A Communications Equipment Capital reserve Woe 14 component multiplied by that Member's fair share percentage; 15 (v) That portion of the Member's specific K� 16 Communications Equipment replacement component attributable to 17 that Member; 18 (vi) That Member's share of the administrative I9 expenses which shall be calculated by multiplying the amount of 20 reimbursement by that Member's share of the communications 21 operations and Member specific operations component of the 22 budget; and 23 (vii)The cost of risk financing, as provided for 24 in Section 8.2, multiplied by that Member's fair share 25 percentage. 26 7.3 Disbursements 27 The treasurer shall draw checks in accordance with 28 policies and/or procedures established by Resolution of the -27- 1 2 3 4 5 6 7 8 9 10 � lI aw 12 13 woN 14 o 15 w� c.� o 16 17 18 19 20 21 22 23 24 25 26 27 28 Board. A summation of such payments shall be presented to the Board as part of the Treasurer's quarterly report. 7.4 Accounts All funds shall be placed in accounts and the receipt, transfer or disbursement of funds during the term of this Agreement shall be accounted for, in accordance with generally accepted accounting principles applicable to governmental entities. There shall be strict accountability for all funds. All interest earnings, revenues and expenditures shall be reported quarterly to the Board. 7.5 Expenditures Within Approved Annual Budget All expenditures shall be within the limitations of the approved annual budget or as amended by the Board. Amendments to the approved annual budget shall require positive consent of the number of member agencies necessary to represent a minimum of Fifty -One Percent (51%) of the fair share participation in the Authority. CHAPTER VIII LIABILITY/INSURANCE 8.1 Liabilities The debts liabilities and obligations of the Authority shall not be considered the debts, liabilities or obligations of any Member, except as otherwise provided in this Chapter. 8.2 Indemnification/Hold Harmless A. The Authority shall defend, indemnify and hold harmless each Member, its officers, agents, employees, representatives and volunteers from and against any loss, -28- I injury, damage, claim, lawsuit, liability, expense, or damages 2 of any kind or nature arising out of or in connection with the 3 performance of services pursuant to this Agreement. The 4 Authority shall finance its obligation pursuant to this 5 Subsection by establishing a liability reserve fund, by 6 purchasing commercial insurance, by joining a joint powers 7 insurance authority (JPIA), and/or by requiring that assessments 8 be paid by each Member pursuant to this Subsection. In the 9 event that the Authority's financial obligations to indemnify, lD defend and hold harmless, pursuant to this Subsection, exceed 11 the liability reserve fund and the proceeds from any applicable 12 insurance or JPIA coverage maintained by the Authority cc wulls- -; 13 �� (hereinafter Unfunded Liability"), each Member hereby agrees to to 14 indemnify and hold harmless the Authority for such deficiency in e 15 accordance with the following: In the event an Unfunded 16 Liability arises, the contribution of each Member shall be in an 17 amount equal to the total Unfunded Liability multiplied by that 18 member's percentage of the budget as specified in Section 6.1. 19 B. The Authority, its officers, agents, contracto.rs, 24 employees, representatives, Staff, and volunteers (hereinafter, 21 for the purposes of Subsection 8.2.B and 8.3, collectively 22 referred to as "Emergency Dispatchers"), shall not be liable, in 23 any manner, to any Member, or to an officer, official, or 24 employee of any Member, for any loss, injury, damage, claim, 25 lawsuit, liability, expense, or damages which may be incurred 26 by, or brought against a Member which is providing any type of 27 emergency response service undertaken by any Member pursuant to 28 a call, dispatch, or instruction (by whatever name called) -29- L 1 2 3 4 5� 6 7 8 i 9 10 �J- 11 Z a o - 12 f� W U. 14 o�c 15 16 17 I8 19 20 21 22 23 24 25 26 27 28 issued by, or on behalf of, the Emergency Dispatcher, regardless of whether or not such liability may have arisen, in whole or in part, by the negligent acts, conduct, or omissions of one or more of the Emergency Dispatchers. C. Each Member shall assign to the Authority its rights, title, and interest to recover damages from any third party, to the extent that the Authority has met its obligations to such Member pursuant to this Section 8.2. D. Should any Member utilize the Communications Center for its own individual purposes, outside the scope of the Authority, such Member shall indemnify, defend, and hold harmless the Authority and other Members from all claims, demands, actions, liability, or damages of any kind or nature, arising out of such use. E. No provision of this Agreement shall be construed as to require any party to obtain or maintain liability or other linsurance coverage not otherwise required by law. 8.3 Waiver Except as provided in Section 8.2, each Member waives and gives up any claim against, or right to sue, the Authority, or its respective officers, employees, Staff, agents, contractors, representatives or volunteers for any loss, damage or injury that arises out of, or is any Tray related to, such Member providing any type of emergency response service pursuant to a call, dispatch, or instruction issued by, or on behalf of, the Emergency Dispatcher, regardless of whether or not such liability may have arisen, in whole or in part, by the negligent acts, conduct or omissions of one or more of the Emergency -30- 1' 2 3 4 5 6 7 8 9 10 171 18 19 20 21 22 23 24 25 26 27 28 Dispatchers. This waiver extends to liability for bodily injury or property damage that may be sustained by any Member or its officers, employees, contractors, or agents, and which was ;proximately caused, in whole or in part, by the negligent act, conduct or omission of the Authority, its respective officers, lemployees, Staff agents, contractors, representatives or (volunteers. However, this waiver does not extend to bodily injury or property damage caused by an unlawful, fraudulent or willful act or omission of the Authority or its officers or employees. CHAPTER IX ADMISSION AND WITHDRAWAL OF MEMBERS 9.1 New Members Public entities may become Members in the Authority upon such terms and conditions as may be specified by the Board. New Members shall pay a surcharge to be determined by the Board at the time of application. 9.2 Withdrawal A Member may withdraw from the Authority at the end of Zany fiscal year and terminate its rights and obligations - pursuant to this Agreement by giving written notice of its intention to terminate to the secretary of the Board no later than December 31 prior to the termination of the fiscal year in which the Member intends to withdraw. The written notice shall be accompanied by a resolution or minute order of the legislative body of the Member specifying its intent to withdraw from the Authority. Withdrawal of a Member, however, shall not relieve the withdrawing Member of its proportionate share of any -31- L) 1 2 21 4 5 6 7 8 9 10 17 18 19 20 21 22 23 24 25 26 27 28 debts or other liabilities incurred by the Authority prior to the effective date of such withdrawal, or any liabilities imposed upon or incurred by the Member pursuant to this Agreement prior to the effective date of such withdrawal, and such withdrawal shall result in the forfeiture of all rights and claims of the withdrawing Member to any repayment of contributions or advances or other distribution of funds or property after withdrawal, including distribution in the event of termination of the Authority, except Member Specific Communication Equipment, provided the withdrawing Member pays all costs of removal. 9.3 Breach The Board shall have the authority to terminate the Membership of any Member in the event the Member materially breaches its duties pursuant to this Agreement. For the purposes of this Section, the term "material breach" shall include, without limitation, a failure to fund the budget in accordance with the Chapter VI, the failure to make any contribution or pay any assessment when due, and the failure to defend or indemnify other Members as required in Chapter VIII. The Board shall give the Member notice of the breach and the right to cure the breach within thirty (30) days of the notice. In the event the Member fails to cure the breach within thirty (30) days, the Board shall have the right to im.-nediately terminate the Membership. Termination of the Membership of a Member for breach shall not relieve the terminated Member of its proportionate share of any debts or other liabilities incurred by the Authority prior to the effective date of such -32- k".00 I 2 3 4 5 6 7 8 9 10 17 I8 19 20 21 22 23 24 25 26 27 28 termination, or any liabilities imposed upon or incurred by the Member pursuant to this Agreement prior to the effective date of such termination. However, such termination shall result in the forfeiture of all rights and claims of the terminated Member to any repayment of contributions or advances or other distribution of funds or property after termination, including distribution in the event of termination of the Authority, except Member Specific Communication Equipment, provided the terminating Member pays all costs of removal. 9.4 Penalties Notwithstanding Section 9.3, and without waiving any other remedies available by law or through this Agreement, the Board shall adopt policies and procedures imposing penalties for failure of any Member to pay any amounts due under this Agreement. CHAPTER X TERMINATION AND DISPOSITION OF ASSETS 10.1 Termination The Authority shall continue to exercise the joint power specified in this Agreement until termination of this Agreement. This Agreement shall terminate if five (5) or more I Members give the Authority written notice of their intention to withdraw as specified in Section 9.2 or if the Members mutually agree to terminate this Agreement. No termination of the Authority shall occur until all of its debts, liabilities, and obligations and other evidence of indebtedness are paid or adequate provision for such payment is made in accordance with the resolution of the Authority. No termination of the -33- I Authority shall occur which is contrary to the language, spirit 2 or intent of any contract or agreement entered into by the 3 Authority with the U.S., the State of California, or any 4 department, administration or agency of either. - 5 10.2 Distribution of Property ' 6 A. All capital equipment purchased as part of this 7 Agreement, shall be assigned an "operating life" by the Board. 8 The Board shall also designate equipment which is critical or 9 non -critical to the operation of the facilities. Upon 10 termination of this Agreement, all capital equipment either �J_ 11 functioning within its operating life or beyond, shall be 12 appraised by an independent appraiser and equipment designated $ 13 as critical may be purchased first by the City of Anaheim and °c 14 then by any Member agency who is interested and who, having � Y 15 submitted a sealed bid, is the highest bidder. Such sealed bid 16 shall not be lower than the appraised value. Non -critical o 17 capital equipment may be purchased by any Member agency based on 18 procedures adopted by the Board. Capital equipment not 19 purchased by Member agencies, shall be sold to the public at 20 appraised value or at public auction. The proceeds of all sales 21 shall be paid to each Member pursuant to their fair share 22 percentage as determined for the most recent fiscal year. 23 B. Upon termination of this Agreement, all capital 24 equipment purchased prior tc this Agreement, as specified in 25 Section 2.2.A through 2.2.F shall be returned to the Member or 26 Members holding title to the equipment. 27 C. In the event of termination of the Authority, any 28 remaining funds, property or other assets of the Authority, -34- �.Wl 11 2 3 4 5 6 7 8 9 10 17 18 19 20 2I 22 23 24 25 26 27 281 following discharge of all debts, liabilities and obligations of the Authority, shall be distributed to the Members for any un-reimbursed advances, contributions, or in -lieu contributions made or given to the Authority by such Members, and distributed to all Members on the same basis as the annual distributions to Members under this Agreement.. CHAPTER XI MISCELLANEOUS 11.1 Amendments Except for Sections 6.2, 7.1, 7.5, 8.2 and 8.3, this Agreement May be amended with the approval of a majority of the Members. Amendments to Sections 6.2, 7.1 and 7.5 shall require positive consent of the number of Members necessary to represent a minimum of Fifty -One Percent (51%) of the fair share percentage as determined for the most recent fiscal year in the Authority. Amendments to Sections 8.2, 8.3 and 11.1 shall require the unanimous consent of the Members. No amendments to this Agreement may be made which would adversely affect the interests of the owner of bonds, letters of credit, or other (financial obligations of the Authority. 11.2 Notice Any notice or instrument required to be given or delivered pursuant to this Agreement shall be deemed given when personally delivered to the Member or the Authority, or deposited in the United States mail, first class postage pre -paid, and properly addressed to the principal office of the Member or the Authority. 11.3 Partial Invalidity Mil �.W) I 2 3 4 5 6 7 8 9 10 Z 11 12 aws�� 13 �o 14 o 3 IS ' 16 o 17 18 19 20 21 22 23 24 25 26 27 28' If one or more of the Chapters, Sections, paragraphs or provisions of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, each and all of the remaining Chapters, Sections and paragraphs shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law, provided, the remaining Sections or provisions can be construed in substance to constitute the Agreement the Parties intended in the first instance. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed unattested by their duly authorized officers, and to have their official seals affixed hereto as of the date first stated above. Dated: (ATTEST: By: CITY CLERK CITY OF ANAHEIM By: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY Dated: CITY OF FOUNTAIN VALLEY By: MAYOR ATTEST: APPROVED AS TO FORM: By: CITY CLERK By: CITY ATTORNEY -36- �.of 1 2 3' 4 5 6 7 8 9 10 11 0 N 12 awa � 13 upuJ o = 14 Y � 15 Lu I6 0 17 18 19 20 21 22 23 24 25 26 27 28 Dated: CITY OF FULLERTON By: MAYOR ATTEST: APPROVED AS TO FORM: By: By: CITY CLERK CITY ATTORNEY Dated: ATTEST: By. CITY CLERK Dated: ATTEST: By: CITY CLERK Dated: ATTEST: By: CITY CLERK CITY OF GARDEN GROVE By: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY CITY OF HUNTINGTON BEACH By: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY CITY OF NEWPORT BEACH By: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY -37- 11 2 3 4 5 6 7 9 10 11 aw � 12 13 a = 14 0 15 �w 16 0 17 18 19 20 21 22 23 24 25i 26 271 28 Dated: CITY OF ORANGE ATTEST: By: CITY CLERK 33962.1 By: MAYOR APPROVED AS TO FO%M: By: CITY ATTORNEY -38- EXHIBIT W D E 1 INVENTORY ASSETS AS OF JUNI: '1, 1996 PER PARAGRAPH 2.2 A OLD NEW CURRENT VALUE EXPECTED YEARS BEFORE REPLACEMENT 2 2 - F'lashboards x 1,050.00 15 years 3 1 - TV Cabinet x 460.00 15 years 4 3 - TV'S x 1,400.00 5 years 5 1 -VCR x 325.00 3 years 6 1 - Answerphone (Media tape line) x 530.00 5 years 7 2 - Paksets x 6,000.00 3 years 8 1 - Fax machine x 1,600.00 3 years 9 1 - 24 hour logging recorder Ix 61,329.00 10 years 10 1 - Round table Ix 170.00 15 years 11 5 - 2 Drawer file cabinets x 1.000.00 15 years 12 5 - 3 Shelf bookcases x 500.00 15 years 13 2 - Small Credenza's x 300.00 5 years 14 2 - Large credenza x 500.00 5 years 15 3 - Executive office chairs Ix 900.00 5 years 16 7 - Office chairs x 1,050.00 5 years 17 6 -. Dispatch chairs x 3,000.00 2 years 18 10 - Conference room chairs x 2.500.00 5 years 19 6 - Kitchen chairs x 1,200.00 3 years 20 4 - Office chairs x 300.00 2 years 21 1 - Couch/1-Chair x 1 900.00 10 years 22 3 - Reception area tables x 500.00 15 years 23 3 - Office desks with computer stations/returns x 8,250.00 15 years 24 3 - Office credenza's x 3,000.00 15 years 25 1 - 2 Drawer file cabinet x 100.00 5 years 26 6 - Sets Clawson Cards x 2.392.00 10 years 27 3 - Computer work tables x 900.00 15 years 28 36 - Lockers x 600.00 5 years 29 1 - Coat rack x 210.00 10 years 30 3 - 4 Drawer file cabinet x 750.00 5 years 31 1 - Supply cabinet x 150.00 5 y ars 32 1 - Security fire file I Ix 500.00 15 y4ats Page 1 C EXHIBIT "A! A B C Q E 33 INVENTORY ASSETS AS OF JUNE 1, 1996 PER PARAGRAPH 2.2 A OLD NEW CURRENT VALUE EXPECTED YEARS BEFORE REPLACE6tENT 34 2 - Small conference room credenza's x 720.00 15 years 35 1 - Conference room table x 750.00 10 years 361 1 - Refrigerator x 1 1,000.00 10 years 37 1 - Microwave liven x 400.00 3 years 38 1 - Dishwasher x 400.00 10 ears 39 1 - Stove x 600.00 10 years 40 2 - Miscellaneous Orange County wall maps x 1,700.00 10 years 41 35 - Miscellaneous Pictures x 3,270.00 10 years 42 1 - LaserJet 4M Pius x 1,200.00 5 years 43 1 - PowerBook x 4.500.00 5 years 44 1-- Keyboard/Monitor x 550.00 5 years 45 1 - DeskJet 850C x 800.00 5 years 46 1- Scanner Ix 980.00 5 years 47 1 - Miscellannous Software Ix 1,600.00 5 years 48 2 - Color Plus 14 in. Monitor Ix 900.00 3 years 49 2 -Extended Keyboard 11 x 200.00 3 years 50 2 - PowerPc 601/60mhz x 3.400.00 3 years 51 52 53 54 55 50 1 - Century PC4XV-BA 1 - 14" Super VGA Color Monitor 1 - Keyboard Miscellaneous Office Supplies On Hand 1 - N/FOC Conference Rm. 4 . WalVDesk Clocks x x x ix 1 x 500.00 100.00 50.00 1,500.00 400.00 90.00 1 year 1 year 1 year 5 years 5 }scars 57 58 59 1 - CADI Backup System III 1 - CADI/NCP Backup System x x 23,000.00 23,000.00 5 'ears 5 years 60 TOTAL 173,976.00 Page 2 C F274 i in A B 1 C D 1 INVENTORY ASSETS AS OF JUNE 1,1996 PER PARAGRAPH 2.2 A OLD I NEW ICURRENT VALUE 2 2-CENTRACOM II PLUS X 36,000.00 3 4-CENTRACOM 11 PLUS RECONFIGURED X X 37,680.00 a 6 - Digital Call Checks X 23,301.00 5 6 - 911 Equipment X 33,414.00 6 System II Radio Equipment X I 1 400,197.00 7 8 MDT Frequency 1,000,000.00 s 10 CAD System Hardware & Software X 1,298,000.00 ii 12 13 TOTAL 2,829,092.00 Page 3 EXHI8IT'B' A B C D 1 INVENTORY ASSETS AS OF JULY 1,1995 PER PARAGRAPH 2.2 0 OLD NEW ORIGINAL VALUE 2 5 - Syntor Base Radios X 15,355.00 3 2 - Syntor Base Local Trunkod Controllers X 10.980.00 4 1 - CAD Inte ace Syntor, PC & Modem X 23,000.00 5 3 - Clawson EM© Cardsets X 1,050.00 6 7 TOTAL 50,385.00 C Page 1 QH8iT'C' A B C D 1 INVENTORY ASSETS AS OF JULY 1,1995 PER PARAGRAPH 2.2 C OLD NEW Value Mw 2 1 - B1603A Single Bay 3- Panel Enclosure X 1.439.00 3 3 - B1400 Master Control Panels X 11,616.00 4 3 - BLN1143 Operator Interface Modules (from CEB) X 4,689.00 5 8 - 81401 Channel Control Panels X 6,240.00 6 30 - 81405 T11R1 Channel Control Modules X 8,220.00 7 4 - B1602F Single Bay 45 Degree 2 Panel Enclosures X 4,916.00 S 12 - B1604A Single Bay 4 Panel Enclosures X 2,078.00 9 4 - 61604F Single Day 45 Degree Panel Enclosures X 2,378.00 16 11 - B1248A Blank Half Panels X 451.00 it 6 - BLN1148A Headset Jacks X 1,320.00 12 1 - BLN6179 Slde Panel for 3 Panel Bay X 99.00 13 3 - K577 Telephone/Headset Interface Boards X 1,026.00 14 5 - 81405 T2112 Channel Control Modules X 1.370.00 15 14 - B1405 T1 R1 Channel Control Modules X 5.206.00 [16 17 TOTAL 51,048.00 Page 1 C EXHIBrr'D" CADIRMS System Hardware & Software $1,298,500.00: Purchase and reimbursement - over five years. First year invoiced as one payment an Aril 15,1997. Second through fifth years to be invoiced in quarterly payments at the beginning of July, October, January and April of each fiscal year. PURCHASE % Total Amount Annual Pymt Quarterly Pymt Fountain Valley 4.62 $ 59,990.70 $ 11,99�:44 $ 2,999.54 Huntington Beach 16.80 $ 218,148.00 S 43,629.60 $ 10,907.40 Newport Beach 9.04 $ 117,384.40 $ 23,476.88 $ 5,869.22 REMURSEMENT % Total Amount Annual Rmb Quarterly Rmb Anaheim 45.68 $ 180,674.95 $ 36,134.99 $ 9,033.75 Fullerton 16.41 $ 64,905.34 $ 12,981.07 $ 3,245.27 Garden Grove 19.35 $ 76,533.72 S 15,306.74 $ 3,826.68 ' Orange 18.56 $ 73,409.09 $ 14,681.82 $ 3,670.45 RCA ROUTING SHEET INITIATING DEPARTMENT: FIRE SUBJECT: APPROVE SECOND AMENDED JOINT POWERS AGREEMENT FOR METRO CITIES FIRE AUTHORITY COUNCIL MEETING DATE: July 17, 2000 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (wlexhibits & legislative draft if appli-.able) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attomey) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attomey) Not Applicable Certificates of Insurance (Approved by the City Attomey) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff ( } ( } Assistant City Administrator (Initial) ( } ( ) City Administrator (Initial) City Clerk ( ) EXPLANATION FOR RETURN OF ITEM: If- 0 �,► �wd Council/Agency Meeting Held: rTa a-7 C. ou. era Deferred/Continued to: &9pproved ❑ Conditionally Approved ❑ Denied r r City Clerk's Signature Council Meeting Date: 10/20/97 Department ID Number FD 97-016 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS 4 SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrat 110. n W 6 r-A s-'+'cn PREPARED BY: MICHAEL P. DOLDER, Fire Chief a ;�:P n-"am 4 SUBJECT: APPOINT ACTING CITY ADM[ ISTRATOR TO METRO CITI FIRE AUTHORITY BOARD Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of issue: Should Ray Silver, Acting City Administrator, be appointed to the Metro Cities Fire Authority Board, replacing Michael T. Uberuaga, City Administrator, effective November 1, 1997? Funding Source: None required. Recommended Action: Motion to appoint Ray Silver, Acting City Administrator, as Huntington Beach's Metro Cities Fire Authority Board Member replacing Michael T. Uberuaga, effective November 1, 1997. Alternative Action(s]: None. Analysis: Due to the resignation of City Administrator Michael T. Uberuaga, City Council action is required to appoint his replacement as the Huntington Beach Metro Cities Fire Authority Board Member. Fire Chief Michael P. Dolder is the City's alternate Board Member. Environmental Status: Not applicable. Attachments : None. RCA Author. Dolder, ext. 5402 g:executivl9T015 RCA POUTING S`'HEET INITIATING DEPARTMENT: FIRE SUBJECT: I APPOINT ACTING CITY ADMINISTRATOR TO METRO CITIES FIRE AUTHORITY BOARD COUNCIL MEETING DATE: October 20, 1997 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (wlexhibits & legislative draft if applicable) Not Applicable Tract Map, location Map and/or other Exhibits Not Applicable Contract/Agreement (wlexhibits if applicable) (Signed in full by the City Attomey) Not Applicable Subleases, Third Party Agreements, etc. (Approved as to form bZ City Attome) Not Applicable Certificates of Insurance (Approved by the CityAttomey) Not Applicable Financial impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (if applicable) Not Applicable Commission, Board or Committee Report (if applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff ( ) ( ) Assistant City Administrator (Initial) ( } ( } Ci Administrator (initial) ( ) ( } City Clerk ( ) EXPLANATION FOR RETURN OF ITEM: Council/Agency Meeting Held: 7 Deferred/Continued to:. M"Approved 0 Conditionally Approved ❑ Denied 400. Ya ]¢p. r CityzClerk's Signature Council Meeting Date: July 21, 1997 Department ID Number: FD 97-011 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrator 6. . PREPARED BY: MICHAEL P. DOWER, Fire Chief SUBJECT: FIRST AMENDED JOINT PO S AGREEMENT FOR METRO CITIES FIRE AUTHORITY I Statement of Issue, Funding Source, Recommended Action, Alternative Actlon(s), Analysis, Environmental Status, Attachment(s)IF Statement of Issue: Should the City sign the First Amended Joint Powers Agreement to continue participation in Metro Cities Fire Authority? Should the City reappoint the City Administrator as Huntington Beach's Metro Cities Board member and the Fire Chief as the City's alternate Board member? Fundin Source: No additional funding is required. The $175,000 per year cost savings resulting from City participation in Metro Cities Fire Authority's regionalized fire dispatch services will continue in the First Amended Joint Powers Agreement. Recommended Action: 1. Motion to approve and authorize the Mayor and the City Clerk to execute the Metro Cities Fire Authority First Amended Joint Powers Agreement. 2. Motion to reappoint City Administrator Michael Uberuaga as Huntington Beach's Metro Cities Fire Authority Board Member and Fire Chief Michael Dolder as the City's alternate Board Member. Alternative Action(s): Take no action and direct staff to consider other fire dispatch alternatives. K661JEST FOR COUNCIL ACTION MEETING DATE: July 21,1997 DEPARTMENT 1D NUMBER: FD 97-011 Analysis: Since 1969 the City has participated in a regionalized fire dispatch delivery system. In 1992 the Central Net Operations Authority's Joint Powers Agreement was adopted by the cities of Fountain Valley, Huntington Beach, Newport Beach, and Westminster which formalized this regionalized approach for both training and fire dispatch services. However, as a result of Westminster's 1995 decision to join the Orange County Fire Authority, the cost effectiveness of operating a communications center with the remaining three cities was no longer viable. As a result, several fire dispatch alternatives were pursued which resulted in the formation of Metro Cities Fire Authority as the most cost effective alternative. The Metro Cities Fire Authority, which includes the cities of Anaheim, Fountain Valley, Fullerton, Garden Grove, Huntington Beach, Newport Beach and Orange, officially began operating on July 1, 1996. The fire dispatch services are administered by the City of Anaheim at an Anaheim location. Metro Cities' FY1996/97 combined budget is $2,279,560. Huntington Beach's fair share, including the CADIRMS buy -in, is $465,647. Huntington Beach's participation in Metro Cities results in an annual savings of approximately $175,000 as compared to previous costs. This savings will continue under the proposed First Amended Agreement. During the first year of operating under the Joint Powers Authority Agreement a number of technical, administrative and procedural issues surfaced which require Agreement language changes. The Metro Cites Fire Authority Board has proposed a First Amended Agreement (Attachment 1). An interlineated copy of the First Amend Agreement (Attachment 2) is included and shows the proposed additions, deletions and changes as strikeouts and bold letters. A summary listing of the proposed Agreement changes are as follows: 1. MetroCities is changed to Metro Cities to reflect previous Board action. 2. A distinction is made throughout the document between Member and Board member to clarify the powers and responsibilities between the Member agencies and their representatives to the Board. 3. A new paragraph F under "RECITALS" was added to maintain a historical record of amendments. 4. Section 1.1 is amended to add the definitions of "Administrator" and "Board member" and to re -letter the paragraphs accordingly. 5. Paragraphs 2.2.A, 2.2.13, and 2.2.0 were amended to reference equipment inventories provided by specific members or groups which are attached to the Agreement as Exhibits "A," "B," and "C" respectively. 6. Paragraphs 2.21) and 2.2.E were amended referring to inventories maintained by the Administrator. It is not practical to attach these inventories to the Agreement since the inventories frequently change. FD 9T-011.doc .2. 07/11197 9:36 AM RLCIUEST FOR COUNCIL ACTI6 MEETING DATE: July 21,1997 DEPARTMENT ID NUMBER: FD 97-011 7. Section 2.2 is amended, per Board action on April 24, 1997, adding Section '70 formalizing the seven cities' agreement to share in the cost of the Computer Aided Dispatch/Records Management System (CAD/RMS). These CAD/RMS costs are included in the Fire Department's FY 1997/98 budget. 8. Paragraph 2.2.F is amended, per Board action on June 2, 1997, as follows: a. To refer to a payment and reimbursement schedule attached as Exhibit T.' b. To clarify that the recorded incidents are based upon those incidents occurring during the 1995 calendar year. c. To add Subsection 1 providing that title in the CADIRMS System will vest in each city upon full payment of each member's fair share cost of the system. 9. Section 4.2 is amended to change the membership of the Board allowing flexibility in choosing each cities Board members. 10.Section 4.9 is amended: (a) to reflect the intent for the Treasurer to hold the offices of treasurer and auditor of the Board in accordance with Government Code Section 6505.6; (b) to address the possibility that banks may not offer interest bearing accounts; (c) to allow the treasurer to invest surplus funds in other than interest bearing checking accounts; and (d) to specify when the Board will reorganize. 11. Paragraph 4.12 was changed to add "and alternates" to clarify the filing requirements under FPPC. 12. Section 6.1 C is amended to allow Member payment schedules to be set by Resolution of the Board. Currently, the method established for Member agencies to pay equal quarterly installments does not provide the Authority with adequate funding at the beginning of the fiscal year. As the Authority develops a disbursement history it is suggested that the Board be given the flexibility to adjust the payment process accordingly. Also Member is clarified as Board member. Paragraph 6.1.0 is also amended to change Section 7.2.A.5, where it refers to the capital reserve account, to Section 7.2.A.4. Additionally, the word "Member" was added to the sentence reading "Final year-end adjustments of costs ... paid by or credited to each Member no later than the last day of the first quarter of the following fiscal year." 13. Section 6.3 is amended authorizing the Authority's Administrator, rather than the City of Anaheim, to expend funds necessary for repairing damaged equipment. 14.Section 6.4 is amended authorizing the Authority's Administrator, rather than the Board, to solicit bids for the repair of damaged equipment, with the Board then awarding the contract. FD 97-011.doc -3- 07/11197 9:36 AM REQUEST FOR COUNCIL ACT6 MEETING DATE: July 21,1997 DEPARTMENT ID NUMBER: FD 97-011 15. Section 7.2 A is amended to provide flexibility in the content of the budget document. 16. Sections 7.2.A.2 and 7.2.A.5 are amended to provide that the Authority may rely on a Board member's request to make deposits and request disbursements from the Member specific communications operations component and from the Member specific communications equipment replacement component. 17. Section 7.3 is amended to provide flexibility for the treasurer to draw checks in accordance with policies and/or procedures established by Resolution of the Board and to provide quarterly summation of such disbursements. This flexibility is required due to the fact that the Board's meetings are now held quarterly instead of monthly. It also provides the flexibility for the Board to change the procedure should meeting times change in the future. 18. Section 9.4 is added to provide for penalties for failure of Members to pay amounts due under this Agreement. The penalty assessed will be determined by Resolution of the Board. 19. Paragraph 10.2.B was amended to refer to capital equipment specified in Sections 2.2.A through 2.2.F and to add the other clarifying language. 20.Section 11.1 is amended to clarify that the Member agencies, not the Board members are authorized to amend the Agreement and to add Section 11.1 to the Section requiring unanimous consent of the Members. The Metro Cites Fire Authority Joint Powers Agreement is an administrative and technical operation. To assure continued success of the Metro Cities Fire Authority, staff recommends that the proposed First Amended Agreement be signed and that the City Administrator and the Fire Chief continue to be the Board representatives. Environmental Status: None Required Attachments 1 First Amended Joint Powers Agreement for Metro Cities Fire Authority (Nine Original Copies wall be routed separately for signatures) 2 Intedineated copy of the First Amended Joint Powers Authority Agreement for Metro Cities Fire Authority RCA Author. Fb 97-011.doc 4- 07111/97 9:36 AM I fto W Un W V No w yr 1 w 3 4 5 6 7 8 9 10 11 _ : VI2 13 � c 14 U 16 17 18 I9 20 21 2? 2.3 24 .-)5 26 28 �.) ORIGINAL Metro Cities Fire Authority FIRST AMENDED JOINT POWERS AGREEMENT This First Amended Joint Powers Agreement, dated for purpose' of identification the 234day of 1997 is made by and effective when fully executed by authorized representatives of all of the following public entities:- A. City of Anaheim ("Anaheim"); B. City of Fountain Valley ("Fountain Valley"); C. City of Fullerton ("Fullerton"); D. City of Garden Grove ("Garden Grove"); E. City of Huntington Beach ("Huntington Beach"); F. City of Newport Beach ("Newport Beach"); and G. City of Orange ("Orange"). RECITALS A. The Parties to this Agreement each provide fire protection, fire prevention, rescue, emergency medical and related administrative services within their respective boundaries. B. The Parties have determined that-36int use of a central communications network and record keeping system reduces the administrative costs that would otherwise be incurred by each Party in providing fire suppression, emergency medical assistance, rescue service, and related services. C. The Parties have determined that the costs associated with maintaining the staff and equipment necessary to operate a Communications Center should be funded by the Parties through a formal Joint Powers Agreement with costs apportioned V r.+ rM W WOF M wr r 1 to reflect the extent to which the Parties utilize the emergency 2 Communications Equipment and staff. 3 D. The Parties have determined that joint use of a 4 central communications network and record keeping system is also 5 intended to foster cooperation among the Parties in the form of 6 a separate written automatic aid agreement to consider the- 7 provision of emergency services by the.closest available unit 8 and to serve as a vehicle for evaluating other opportunities for 9 joint operations. 10 E. The Parties each have the power and authority to 11 perform, and contract with one another pursuant to the Joint 12 Exercise of Powers Act (Section 6500 et. seq. of the Government 5$b 13 Code) for the performance of the duties and functions that form W? 1.1 the basis of this Agreement. 15 F. The Parties entered into the initial Joint Powers w 16 Agreement on the 1st day of July, 1996. The Parties wish to 17 amend said Agreement in its entirety through this First Amended 18 Agreement. 19 THE PARTIES AGREE AS FOLLOWS: 20 CHAPTER I 21 DEFINITIONS 22 1.1 Definitions 23 For the purpose of this Agreement, the words or terms 21 specified in this Chapter shall have the following meanings: 25 - A. "Administrator" shall mean the Communications 26 Manager or equivalent position of the City of Anaheim. 27 B. '"Authority" shall mean the Joint Powers Authority 28 known as the Metro Cities Fire Authority, created by this -2- W W U0 %0 W W W In 40 r 1 agreement pursuant to the Joint Exercise of Powers Act (Section 2 6500 et. seq. of the Government Code). 3 C. "Board member" shall mean the voting member or 4 alternate appointed by the governing body of each Member agency 5 to represent said agency on the Board. 6 D. -"Capital Improvement Project" shall mean the 7 acquisition of any piece of Communications Equipment or the 8 funding of any Communications Center related project that 9 requires an expenditure of $30,000.00 or more. 10 E. "Capital Outlay" shall mean the acquisition of 11 any piece of Communications Equipment or the funding of any 12 Communications Center related project that requires an [ w cgs;; 13 expenditure of $500.00 or more but less than $30,000.00. 1.1 F. "Communications Center" shall mean that portion SH 1 15 of any structure or physical facility that houses Communications 16 Equipment and/or Communications Center Staff. 17 G. "Communicaticns Equipment" shall mean all 18 electronic equipment, including telephones, telephone lines, 19 radios, computers and software located within, or connected to, 20 the Communications Center and utilized for the fire or 21 rescue -related emergency communications or records management of 22 any of the Parties. 23 H. "Member" shall mean any public entity that is a 2.1 member upon the effective date of this Agreement or becomes a 2� Party to -this Agreement pursuant to the provisions of Section 26 9.1. 27 I. "Recorded Incident" shall mean any call for 28 service dispatched within the jurisdiction of a Member's fire -3- � 1 2 3 w %0 r�r in M v W 4 5 6 7 8 9 10 � 11 12 iv; 13 pis14 15 16 17 18 19 20 21 22 23 24 25 2G 7 2 h. 78 ti department that generates an incident number through any emergency Communications Facility used by any member during any relevant period prior to the effective date of this Agreement and through the Communications Center upon the effective date of this Agreement or at such time as the Communications Center begins operation pursuant to this Agreement.- J. "Communicaticns Center Staff or Staff" shall mean all personnel of the City of Anaheim performing services related to the operations and maintenance of the Metro Cities Communication Center, or such agency or individual as may be appointed by the Board to perform these functions. K. "Fiscal Year" shall mean the twelve month period commencing July 1st and concluding June 30th. CHAPTER II SPECIAL CONSIDERATIONS This section establishes the rationale for the provisions relating to funding, administration and decision making. 2.1 Communications Center The Metro Cities Fire Authority Communications Center, located at 201 S. Anaheim Boulevard, Anaheim, CA, was constructed and is owned by the City of Anaheim. Ownership of the real property and facility housing the Metro Cities Communication Center will remain solely the City of Anaheim. The Board may change the location of the Communication Center. 2.2 Communications Equipment A. Certain existing communications equipment was acquired through the joint efforts of the Cities of Anaheim, V n n 40 W u V M k.'Wo �1 1 Fullerton, Garden Grove and Orange and shall be identified as 2 part of a fixed asset inventory system, which inventory is set 3 forth on Exhibit "A" attached hereto and incorporated herein by 4 this reference. Joint title to this equipment existing as of 5 the date of termination or at the end -of its useful life shall -6 vest with the Cities of Anaheim, Fullerton, Garden Grove -and 7 orange and shall be disposed of as outlined in Section 10.2. 8 B. Certain existing communications equipment was 9 acquired through the joint efforts of the Cities of Fountain 10 Valley, Huntington Beach and Newport Beach and shall be 11 identified as part of fixed asset inventory system, which s� 12 inventory is set forth on Exhibit "S" attached hereto and 91 13 incorporated herein by reference. Joint title to this equipment �? 14 existing as of the 'date of termination or at the end of its c 15 useful life shall vest with the Cities of Fountain Valley, 16 Huntington Beach, and Newport Beach and shall be disposed of as 17 outlined in Section 10.2. 18 C. Certain existing communications equipment was 19 acquired by the City of Huntington Beach and shall be identified 20 as part of a fixed asset inventory system, which.inventory is 21 set forth on Exhibit "C" attached hereto and incorporated herein 22 by reference. Title to this equipment existing as of the date 23 of termination or at the end of its useful life shall vest with 24 the City of Huntington Beach and shall be disposed of as 25 outlined in Section 10.2. 26 D. Title to equipment purchased jointly on behalf of 27 the Authority, existing as of the date of termination or at the 28 end of its useful life, shall vest with the Authority and shall -5- W r l jNj 3 W < a; qW W 5 8 9 !0 11 12 13 14 10 1G lr 18 19 20 21 4v 9-3 '24 M i0 26 Y �78 �J be disposed of as outlined in Section 10.2. An inventory of such equipment shall be maintained by the Administrator. E. After the effective date of this agreement, title to communication equipment purchased for the Communication f Center separately by -individual members of the Authority shall vest only with those individual members contributing to the purchase of said equipment. Such equipment shall be identified as part of a fixed asset inventory system, which inventory shall be maintained by the Administrator. Title to this equipment existing as of the date of termination or at the end of its useful life shall vest with those individuals purchasing said equipment and shall be disposed of as outlined in Section 10.2 F. The Cities of Anaheim, Fullerton, Garden Grove jand Orange previously funded and installed a CAD/RMS System, the cost of which was $1,298,500.00 (hereinafter "System") which forms the basis of the communications network. The Cities of Fountain Valley, Huntington Beach and Newport Beach agree to buy into the CAD/RMS by paying their fair share of the cost of the System to Metro Cities in equal quarterly payments on July 1, October 1, January 1 and April 1 or the next business day should these days fall on a weekend or holiday, of each fiscal year over a period of five (5) years commencing July 1, 1996 and concluding June 30, 2001. The fair share reimbursement cost by the Cities of Fountain Valley, Huntington Beach and Newport Beach shall be allocated according to the formula in Section 6.1(a) of this Agreement, using the recorded incidents of the Metro Cities budget of 1996-1997, which incidents are based upon incidents occurring during the 1995 calendar year. W 11 -6- %0 v Yr W %0 W w RM 1 Reimbursement to the Cities of Anaheim, Fullerton, Garden Grove 2 and Orange shall be made by Metro Cities based on the amount 3 each city contributed to the initial purchase of the CAD/RMS :4 System. The Payment and Reimbursement Schedule is attached 5 hereto as Exhibit "D" and incorporatEd herein by reference. - G 1. Title to the System shall remain with the -Cities "r of Anaheim, Fullerton, Garden Grove and Orange until Fountain 8 Valley, Newport Beach or Huntington Beach pay their full Fair 9 Share of the cost of the System. At such time as Newport Beach, 10 Huntington Beach or Fountain Valley pay their full Fair Share of 11 the cost of the System, title to the System shall also vest in n (; 12 that City. Upon termination of this Agreement, or the end of �W I ®� 13 the useful life of the System, the System shall be disposed of W1 G 14 as provided in Section 10.2. iU1696 6 'S r 15 CHAPTER I I I i { 1G PURPOSE AND POWERS 17 3.1 Authority Created 18 This Agreement creates a Joint Powers Authority known 19 as the Metro Cities Fire Authority. The Authority is formed 20 pursuant to the provisions of Article 1, Chapter 5, Division 7 21 of Title I of the Government Code of the State of California 22. (The Joint Exercise of Powers Act). The Authority shall be 23 considered a public entity separate and apart from the Members. 21 Within thirty (30) days after the effective date of this 25 Agreement and after any amendment, the Authority shall cause a 26 notice of such Agreement or amendment to be prepared and filed ?i with the Office of the California Secretary of State containing 28 the information required by Government Code 6503.5. -7- W 40 +w W V �! ll I 3.2 Common Powers 2 Each Party has the common power to, inter alia: 3 A. Provide fire protection, fire suppression, 4 fire prevention, emergency nedical, rescue and related services; 5 B. Maintain an effective communications and 6 emergency dispatch system to facilitate and support fire 7 protection, fire suppression, rescue and emergency medical 8 services; 9 C. Employ and train personnel to perform 10 emergency equipment communication and dispatch services, 11 communication facility maintenance and the purchase of 12 Communications Equipment. tw 13 . 3.3 General Purpose 11 The primary purpose of this Agreement is to provide W15 �{ for the operation, upgrade, maintenance and repair of the U 16 Communications Center and Communication Equipment. This 17 Agreement is intended to provide a formal mechanism by which the 18 Authority can fund these activities to provide the highest 19 possible level of emergency communications services: 20 3.4 Powers ' 21 The Authority shall have the power, in its own name, 22 to do any of the following: 23 A. To jointly exercise the common powers of the 2-1 Members; 25 B. To make and enter into contracts; 26 C. To retain the services of fire suppression 27 specialists, emergency communications consultants, and such 28 other persons with specialized knowledge or ability capable of -8- 4W V 4J W v JWJ I assisting the Members in achieving the purposes of this .w Agreement; 3 D. To acquire, hold or dispose of property by any 4 lawful means, including, without limitation, gift, and purchase 5 for sale; 6 H. To incur debts, liabilities or obligations 7 subject to the limitations specified to this Agreement; 8 F. To receive gifts, contributions, grants, and 9 donations of property, funds, services and other forms of 10 assistance from any person, firm, entity, corporation or public 11 agency; 12 G. To sue and be sued in its own name; 13 H. To apply for any grant or grants offered.in FWb _�_ .t' 14 conjunction with any Federal, State or local program that is in 1.. 1511 any way related to the purpose of this Agreement; 16 I. To adopt rules, regulations, policies, by-laws 17 and procedures governing the operation of the Authority; 18 J. To exercise any other power in the manner and 19 according to the methods provided by applicable laws, rules or 20 regulations, subject only to the restrictions an'the manner of 21 exercising such powers that may be applicable to the city of 22 Anaheim. 23 CHAPTER IV 24 ORGANIZATION 25 4.1 Membership 26 The Members of this Authority shall be the public 27 entities which executed this Agreement or a subsequent amendment 28 and have not withdrawn frcm, or had membership in the Authority -9- v rr Ito wr 140 W r, 4W CA . �.1 1 terminated, as provided in Section 9.2 and Section 9.3. 2 4.2 Board 3 A. The Board shall consist of one (1) voting member 4 and one (1)-alternate appointed by the governing body of each 5 Member agency. - 6 -B. Each Board member shall hold office from the 7 first meeting of the Board after appointment and shall serve at 8 the pleasure of their appointing authority. 9 C. A Board member or alternate shall not receive 10 compensation, but may be reimbursed by the Authority for 11 expenses reasonably incurred while performing duties required by 12 this Agreement, and as further specified and limited by �¢ [ W 0 13 resolution of the Board. p 14 4.3 Principal Office e 15 The principal office of the Authority shall be 201 16 South Anaheim Boulevard, Suite 302 in the City of Anaheim, 17 County of Orange. The Board has the full power and authority to 18 change the principal office from one location to another within 19 the County of Orange. 20 4.4 Meetings ' 21 The Board shall meet at the principal office of the 22 Authority, or at such other place as may be designated by the 23 Board. The time and place of regular meetings of the Board 24 shall be determined by resolution. Regular, adjourned and 25 special meetings of the Board shall be called, noticed and 26 conducted in accordance with the Ralph M. Brown Act or other 27 relevant open meeting law. 28 // -10- v to w+ En �r+ 00 %0 to Uri 1 4.5 Quorum 2 A majority of the Board (or the alternate for any 3 absent voting member) shall constitute a quorum for the purpose 4 of transacting business relating to the Authority, -subject to 5 the provisions of Sections 7.1 and 7.5. 6 4.6- Powers and Limitations - 7 All of the powers of the Authority are reserved to it 8 except to the extent of powers conferred on the Board pursuant 9 to this Agreement. Each Board member, or alternate in the 10 absence of any voting member shall be entitled to one vote and, 11 except as expressly provided in this Agreement, including l 12 Sections 7.1 and 7.5, the affirmative vote of the majority of 6w H V IM 13 those present and qualified shall effect adoption of any motion, W6il.* 1�4 resolution, order or action the Board deems appropriate. 4.7 Minutes 16 The secretary of the Authority shall provide notice 17 of, prepare and post agendas for, and keep minutes of, each 18 regular, adjourned and special meeting of the Board. The 19 secretary shall send a copy of the minutes to each Board member 20 and otherwise perform the duties necessary to ensure compliance 21 with provisions of law including, without limitations, any 22 applicable "open meeting law" such as the Ralph M. Brown Act. 23 4.8 Rules 24 The Board may adopt rules and regulations for the 25 conduct of its affairs that are not in conflict with this 26 Agreement. 27 28 // 1 4.9 Officers 2 The Board shall select a chairperson and vice 3 chairperson from its members and shall appoint a secretary who 4 may, but need not, be a member of -the Board. The treasurer of 5 X the City of Anaheim shall hold the office of treasurer and - 6 auditor, in accordance with Government Code Section 65-05.6, and 7 shall perform the duties as authorized in Section 6505 et seq of 8 the Government Code. The treasurer shall cause an independent 9 audit to be made by a Certified Public Accountant in compliance 10 with Section 6505 of the Government Code. The Certified Public +W+ 11 Accountant shall be annually appointed by the Board. The 12 treasurer shall keep all revenues of the Authority in a separate -C w 13 account, and, if available, an interest bearing account, and 14 otherwise perform the duties and responsibilities of that office $�c 15 as specified in Sections 6505 et seq. of the Government Code. 16 Any surplus funds not immediately needed may be invested in 17 accordance with Government Code Sections 53601, 53635, 16429.1 18 and 53684, as may be amended. The chairperson, vice chairperson 19 and secretary shall hold office for a period one year, or until 20 a successor is appointed. The Board shall reorganize annually 21 at its first meeting of the new fiscal year. 22 4.10 Bond 23 The treasurer, auditor and such other.persons who may 24 have access to, or handle, any revenue of the Authority shall be 25 required to file an official bond in an amount determined by the 26 Board and consistent with the provisions of Section 6505.1 of Wo rt the Government Code. This bonding requirement shall be 28 satisfied if an existing bond is extended to cover the duties -12- W 40 W rn a v MA W 1 required by this Agreement. The costs of complying with the 2 requirements of this Section shall be considered an 3 administrative expense of the Authority. 4 4.11 Status of Officers and Employees 5 In accordance with the Joint Exercise of Powers Act, - 6 all of the privileges and immunities from liability, exemptions 7 from laws, ordinances and rules, and all pension, relief, 8 disability, workers compensation and other benefits which apply 9 to the activities of officers, agents, or employees of any of 10 the Member's agency when performing their respective duties or 11 functions for that agency, shall apply to each of them to the 12 same degree and extent while engaged in the performance of any ENV 13 activity, function or duty pursuant to this Agreement. u1bW,F 14 4.12 Fair Political Practices Act 15 The members of the Board and alternates shall be 16 considered public officials within the meaning of the Fair 17 Political Practices Act of 1974, as amended, and its 18 regulations, for the purposes of financial disclosure, conflict 19 of interest and other requirements of such Act and regulations, 20 subject to contrary opinion or written advice of .the California 21 Fair Political Practices Commission. 22 CHAPTER V 23 BASIC SERVICES 2.1 5.1 Communications Center -- Operations 2.3 A. The Communications Center shall be maintained and 26 operated by the Authority, pursuant to this Agreement, for the 27 use and benefit of all Members. The Communications Manager, or 28 equivalent position, of the City of Anaheim shall be the -13- W wr 4W C" J w W rFj ho V rr w • W f �� 1 Administrator of the Communications Center so long as Anaheim N operates and administers the Communications Center. 3 B. To provide for such maintenance and operations, -1 the City of Anaheim will, through use of City of Anaheim 5 employees, provide all services required to operate, maintain -6 and administer the Communications Center.- The Authority shall "7 pay the actual costs of such operation and administration, plus 8 an administrative overhead fee. The costs of such operation and 9 administration, including administrative overhead, shall be 10 borne by each Member according to its fair share percentage as 11 determined pursuant to Section 6.1 hereof. 12 C. The Authority is empowered to develop policy to <w 9519 13 establish the service levels for the Communications Center � c 14 operation and maintenance. �c 16 D. Communications Center employees shall be governed •c `1 16 by the same personnel rules, regulations, Memoranda of 17 Understanding, administrative regulations and other related 18 matters as apply to other employees of the City of Anaheim. 19 Recruitment, position classifications and descriptions, hiring, 20 discipline, promotion, and other employee-related'functions 21 shall be determined solely by the City of Anaheim. 22 E. Anaheim will determine the procedures and 23 standards of selection for employment and promotion, direct its 24 employees, take disciplinary action, relieve its employees from 25 duty for legitimate reasons, maintain the efficiency of 26 communications operations, determine the methods, means and 27 personnel by which it will meet the service levels established 28 by the Authority. -14- �I 4� l W 2 3 4 5 - 6 7 � 8 9 10 W W u w W bo 11 19 ti 13 1.1 15 16 17 18 19 20 21 22) V 93 24 26 27I ,)81 F. Anaheim may elect to discontinue providing services for the operation and administration of the Communications Center by giving notice of such election in writing to the Board a minimum of six (6) months prior to such cessation. In the event of such discontinuance by Anaheim, the lBoard may appoint another Member -as the administrator or contract with another provider of such services. Should Anaheim's services as operator and administrator of the Communications Center terminate, use of the City of Anaheim's facilities shall also terminate unless a separate use/rental agreement is approved. Anaheim's election to discontinue providing services set forth herein does not constitute Withdrawal from the Authority. G. The Board may elect to terminate Anaheim's services as operator and administrator of the Communications Center by giving notice of such election in writing to Anaheim a minimum of six (6) months prior to the date of such termination. In the event of such termination, the Board may appoint another Member as the administrator or contract with another provider of such services. Such termination of Anaheim's services does not in and of itself constitute either Withdrawal or Termination of Anaheim from the Authority. Should Anaheim's services as operator and administrator be terminated by the Board, use of the City of Anaheim's facilities shall also terminate unless a separate rental/use agreement is approved. H. Each Member acknowledges that the City of Anaheim owns the property (land and facility) on which the Communications Center is situated at the time of the formation w No w w ho ho v rI 1 N 3 4 5 6 7 8 9 10 11 12 �w r 13 p 14 15 16 17 18 19 20 21 22 23 2.1 25 26 27 -)8 of the Authority. Rental costs, depreciation and other factors relating to use of this property are not currently included in either the administrative overhead fee or the costs of services (provided by Anaheim. 5.2 Maintenance of Equipment A. The Authority shall maintain and repair all Communications Equipment, including, without limitation, telephones, radios, computers, hardware, software, electrical systems and all related mechanical devices or facilities other than equipment which Members are required to install pursuant to provisions of Subsection C. B. The Authority shall purchase new or used Communications Equipment as necessary to replace existing equipment or upon a determination by the Board that new or additional Communications Equipment will facilitate emergency communications. C. As a condition to receiving emergency communications services, each Member shall install and maintain, the following equipment in each fire station, rescue facility, or related mobile unit as maintained by the Member: 1. A station direct telephone line with handset originating at the Communications Center or a personal Alpha/Numeric pager for each unit. 2. A station vocal or paging line and speaker originating at the Communications Center. 3. A minimum of two emergency telephone reporting trunk lines terminating at the Communications Center. 4. one mobile data computer terminal or status 60 11 -16- w 1 2 3 4 5 6 7 8 9 10 11 19 ti 13 14 15 16 1"r 18 19 20 21 99 23 24 26 27 ''8 message device in each operating fire company or rescue unit. 5. Other equipment which the Board determines to be necessary to maintain an effective communications network. Each Member shall pay the costs of installing, maintaining and repairing the Communications Equipment it -is required to provide pursuant to this Paragraph. All maintenance and repair of hardware and Communications Equipment which are physically connected to the Communications Center shall be coordinated through the Communications Center Management.' D. Subject to prior Board approval, any Member may install special Communications Equipment or extra telephonic equipment provided the installing Member pays all the equipment and installation costs. The Board may approve Member's requests for installation of special equipment only on a finding that neither the Authority nor any Member will incur any additional cost and that installation of the equipment will have no adverse impact on emergency communication capability. E. Each Member shall provide the Authority with r mapping and related emergency dispatching information necessary for the efficient deployment of fire units and manpower. Each Member shall continually update mapping and deployment information and provide this information to the Authority and each member as appropriate. F. Each Member shall be responsible to provide a back-up emergency dispatch system to provide alternative emergency communication services within that Member's jurisdiction in the event Communications Center systems at the Communications Center are disabled or inoperative. W W M w wr ho v d 0 1 CHAPTER VI 2 FUNDING AND ADMINISTRATION 3 6.1 Funding 4 Each Member shall pay a portion of the costs incurred 5 by the Authority in providing the services described in Section 6 5.1. Each Member's share of the costs incurred by the Authority- 7 shall be based upon that Member's "fair share percentage" which 8 shall be determined in accordance with the provisions of this 9 Section. The number of Recorded Incidents attributable to each 10 Member represents the most equitable basis for determining that 11 Member's share of the costs incurred by the Authority. 12 A. The contribution of each Member shall be based �w 13 upon the number of Recorded Incidents attributable to each 14 Member, divided by the Recorded Incidents attributable to all �� 15 Members, during the calendar year preceding the fiscal year for U 16 which that Member's fair share percentage is being calculated. 17 Once determined for any fiscal year, the Member's fair share 18 percentage shall remain unchanged. The following is the formula 19 pursuant to which the fair share percentage will be -calculated: 20 RECORDED INCIDENTS ATTRIBUTABLE TO A MEMBER (DIVIDED BY). 21 RECORDED INCIDENTS 22 ATTRIBUTABLE TO ALL MEMBERS (EQUALS) 23 MEMBERS FAIR SHARE PERCENTAGE 24 B. Each Member's contribution to the budget shall be 25 determined by multiplying that Member's fair share percentage by 26 the amount of the budget or budgetary component, 27 C. The Administrator, or his or her designee, shall 28 invoice each Member agency that agency's total fair share -18- OF w r w r Wr INO W V V 1/ 60 1 percentage of the budget in accordance with a payment schedule 2 set by Resolution of the Board. Final year-end adjustments of 3 costs representing the difference between estimated annual 4 expenditures and actual annual expenditures shall be calculated 5 and paid by or credited to each Member no later than the last 6 day of the first quarter of the following fiscal year. All 7 credits may be deposited -into the Communications Equipment 8 capital reserve account as outlined in Section 7.2.A.4 upon 9 unanimous consent of the Board. A Board member may deposit 10 year-end credits for his/her Member agency in their Member 11 Specific Communications Equipment replacement component fund as 12 outlined in Section 7.2.A.5. �cw ® 13 5.2 Administrative Services r p 1s = G 14 A. Anaheim shall provide the Administrative Services 6�-'c 15 required for operation of the Communications Center, and U 16 management and administration of the personnel within, for an 17 administrative fee of twelve percent (12%) of the Communications 18 Center operations and capital outlay and the Member specific 19 communications operations components of the budget,•as outlined 20 in Sections 7.1.A.1 and 7.1.A.2. Administrative'Services 21 includes, but is not limited to general accounting of funds 22 received and disbursed, preparation of invoices to Members, 23 preparation of documents relative to any grant program, routine 24 legal counsel and services from various departments within the '25 City of Anaheim as may be necessary from time to time, including 26 but not limited to Human Resources and Labor Management 27 Departments, Finance Department, Purchasing, and such other 28 functions as may be required by this Agreement or the provisions -19- w +r+ V W W 40 NO ko u a ho 1 of any law including, without limitation, the Joint Exercise of 2 Powers Act. 3 • B. Anaheim's City Attorney's Office will serve as 4 general counsel to the Authority to provide routine legal 5 counsel services required from time to time. Extraordinary - 6 legal services (for example, Anaheim's time and expense or the 7 expense for outside counsel in connection with a lawsuit against 8 the Authority, its officers, agents, employees, representatives 9 and volunteers providing services to the Authority) constitute 10 additional expenses and are not covered by the administrative 11 overhead. ii 12 6.3 Emergency Repairs d �$ 13 In the event the Communication Center or 14 Communications Equipment suffers damage which interferes with 15 emergency communications services, the Administrator is i 16 authorized without prior Board approval to expend the funds to 17 have the necessary repairs made so that services are resumed as 18 soon as possible. 19 6.4 Capital Improvements -Funding 20 In the event the Communication Center or 21 Communications Equipment suffers damage and the cost of repairs 22 exceeds sums designated for repair in that component of the 23 budget and any reserve fund, the Administrator shall promptly 2.1 solicit bids for the repair of damage from at least three (3) 25 responsible firms. The Administrator shall then present said 26 bids to the Board to award the contract to the lowest 27 responsible bidder and to direct the accepted responsible bidder 28 to make the repairs as soon as possible. Each Member shall pay -20- v W 410 to W W ho 0 V V 1 its estimated fair share percentage of the repairs within 30 2 days after the award of the contract. 3 CHAPTER VII 4 f BUDGETARY PROVISIONS 5 7.1 Annual Budget 6 The Board shall adopt an annual budget pursuant to 7 this Agreement and procedures adopted by the Board. 8 A. A preliminary draft of the budget shall be 9 presented to the Members by January 15 of each year for their 10 review. Said budget shall be submitted to the Board for 11 consideration and adoption. Budget adoption shall require 12 positive consent of the number of Board members necessary to � Maw r � z 13 represent a minimum of Fifty -One Percent (51%) of the fair share W � 14 participation in the Authority. 15 7.2 Special Budgetary Consideration 16 A. The budget adopted by the Board shall include but 17 not be limited to: 18 1. A Communications Center operations and 19 capital outlay component, which shall provide for the personnel, 20 maintenance and operations support, and capital'.adquisitions 21 necessary for the joint operation of the Communications Center 22 as described in Section 5.1 and 5.2. 23 2. A Member(s) specific communications 2.1 operations component, which shall provide for the maintenance 25 and operation of the Member specific Communications Equipment 26 described in Section 5.2 (C). A Board member may make deposits 27 to and request disbursements from this component, in accordance 2.8 with the written policies and/or procedures of the Board. -21- t � I 3. A Capital Improvement Project. component, 2 which shall provide for the acquisition or replacement of major 3 Communications Equipment items or fund major Communications 4 Center related projects. W f 5 4. A Communications Equipment capital reserve 6 component, which shall be deposited -into a common designated 7 reserve account designed to defray future replacement costs of 8 major components of the Communications Equipment. 9 5. A Member(s) specific Communications 10 Equipment replacement component, which shall be deposited into a VO 11 Member specific designated reserve account designed to defray Le12 future replacement costs of Member specific Communications 4w 13 Equipment. A Board member may make deposits to and request F 14 disbursements from this component, in accordance with the 15 written policies and/or procedures of the Board. 161 6. If the Board elects to establish a liability 17 reserve fund as provided for in Chapter VIII, the amount of the 40 18 fund, and the amount of annual contribution to the fund, shall 19 be those amounts established by the Board. 20 B. Except as provided in Section 6.3.the 21 contributions of Members shall be used to defray the costs and 22 expenses associated with the budget. Special assessment(s) can 23 be levied from time to time provided approval of the legislative �r 24 body of each Member is first obtained. 25 C. Each Member's annual contribution to the budget 26 shall be determined by adding the following: VAr 27 (i) Communications Center operations component, 28 less the amount identified in the City of Anaheim budget for -22- W to W n 40 4 0 r 1 2 3 4 5 6 7 8 9 . 10 11 12 `wrR 13 1.1 6' 16 17 18 19 20 21 22 23 24 25 26 27 28 facility rental, multiplied by that Member's fair share percentage; (ii) That portion of the Member's Specific Operations Component attributable to that Member's specific Communications'Equipment; (iii)The Capital Improvement Project component multiplied by that Member's fair share percentage; (iv) A Communications Equipment Capital reserve component multiplied by that Member's fair share percentage; (v) That portion of the Member's specific Communications Equipment replacement component attributable to that Member; (vi) That Member's share of the administrative expenses which shall be calculated by multiplying the amount of reimbursement by that Member's share of the communications operations and Member specific operations component of the budget; and (vii)The cost of risk financing, as provided for in Section 8.2, multiplied by that Member's fair share 'percentage. 7.3 Disbursements The treasurer shall draw checks in accordance with policies and/or procedures established by Resolution of the Board. A summation of such payments shall be presented to the Board as part of the Treasurer's quarterly report. 7.4 Accounts All funds shall be placed in accounts and the receipt, transfer or disbursement of funds during the term of this W 11 -23 - rIA 410 go Wr tao W 40 W W W 1 Agreement shall be accounted for, in accordance with generally 2 accepted accounting principles applicable to governmental 3 entities. There shall be strict accountability for all funds. 4 All interest earnings, revenues and expenditures shall be 5 R reported quarterly to the Board. - 6 7.5 Expenditures Within Approved Annual Budget 7 •. All expenditures shall be within the limitations of 8 the approved annual budget or as amended by the Board. 9 Amendments to the approved annual budget shall require positive 10 consent of the number of member agencies necessary to represent 11 a minimum of Fifty-one Percent (51%) of the fair share 12 participation in the Authority. �w 13 CHAPTER VIII ul 14 LIABILITY/INSURANCE �e 15 8.1 Liabilities loll 16 The debts, liabilities and obligations of the 17 Authority shall not be considered the debts, liabilities or 18 obligations of any Member, except as otherwise provided in this 19 Chapter. 20 8.2 Indemnification/Hold Harmless .• 21 A. The Authority shall defend, indemnify and hold 22 harmless each Member, its officers, agents, employees, 23 representatives and volunteers from and against any loss, 24 injury, damage, claim, lawsuit, liability, expense, or damages 25 of any kind or nature arising out of or in connection with the 26 performance of services pursuant to this Agreement. The 27 Authority shall finance its obligation pursuant to this 28 Subsection by establishing a liability reserve fund, by -24- �.W` W M r� 60 W W WO �.J I purchasing commercial insurance, by joining a joint powers 2 insurance authority MIA), and/or by requiring that assessments 3 be paid by each Member pursuant to this Subsection. In the 4 event that the Authority's financial obligations to indemnify, 5 F defend and hold harmless, pursuant to this Subsection, exceed 6 the liability reserve fund and the proceeds from any applicable i insurance or JPIA coverage maintained by the Authority 8 (hereinafter "Unfunded Liability"), each Member hereby agrees to 9 indemnify and hold harmless the Authority for such deficiency in 10 accordance with the following: in the event an Unfunded 11 Liability arises, the contribution of each Member shall be in an to l? amount equal to the total Unfunded Liability multiplied by that �w 82 13 member's percentage of the budget as specified in Section 6.1. 11 B. The Authority, its officers, agents, contractors, 15 employees, representatives, Staff, and volunteers (hereinafter, 16 for the purposes of Subsection 6.2.B and 8.3, collectively 17 referred to as "Emergency Dispatchers"), shall not be liable, in 18 any manner, to any Member, or to an officer, official, or 19 employee of any Member, for any loss, injury, damage, claim, 20 lawsuit, liability, expense, or damages which may.'be incurred 21 by, or brought against a Member which is providing any type of 22 emergency response service undertaken by any Member pursuant to 23 a call, dispatch, or instruction (by whatever name called) 2.1 issued by, or on behalf of, the Emergency Dispatcher, regardless 25 of whether or not such liability may have arisen, in whole or in 26 part, by the negligent acts, conduct, or omissions of one or 21 more of the Emergency Dispatchers. 28 C. Each Member shall assign to the Authority its -25- 60 wr rr W W W wr rr W W 1 rights, title, and interest to recover damages from any third 2 party, to the extent that. the Authority has met its obligations 3 to such Member pursuant to this Section 8.2. 4 D. Should any Member utilize the Communications 5 Center for its own individual purposes, outside the scope of the - 6 Authority, such Member shall -indemnify, defend, and -hold 7 harmless the Authority and other Members from all claims, 8 demands, actions, liability, or -damages of any kind or nature, 9 arising out of such use. 10 E. No provision of this Agreement shall be construed 11 as to require any party to obtain or maintain liability or other 12 insurance coverage not otherwise required by law. KW 91 §� 13 8.3 Waiver - ;i_= 14 Except as provided in Section 8.2, each Member waives 15 and gives up any claim against, or right to sue, the Authority, Ui 16 or its respective officers, employees, Staff, agents, 17 contractors, representatives or volunteers for any loss, damage 18 or injury that arises out of, or is any way related to, such 19 Member providing any type of emergency response' service pursuant 20 to a call, dispatch, or instruction issued by, or. -on behalf of, 21 the Emergency Dispatcher, regardless of whether or not such 22 liability may have arisen, in whole or in part, by the negligent 23 acts, conduct or omissions of one or more of the Emergency 21 jW Dispatchers. This waiver extends to liability for bodily injury 25 or property damage that may be sustained by any Member or its 26 'officers, employees, contractors, or agents, and which was 27 proximately caused, in whole or in part, by the negligent act, 28 conduct or omission of the Authority, its respective officers, -26- v w w rr W 400 wr 4 ko W M l employees, Staff agents, contractors, representatives or 2 volunteers. However, this waiver does not extend to bodily 3 injury or property damage caused by an unlawful, fraudulent or 4 willful -.act or omission of the Authority or its officers or 5 f employees. 6 CHAPTER IX 7 ADMISSION AND WITHDRAWAL OF MEMBERS 8 f 9.1 New Members 9 Public entities may become Members in the Authority 10 upon such terms and conditions as may be specified by the Board. 11 New Members shall pay a surcharge to be determined by the Board 12 at the time of application. �W fitV 13 9.2 Withdrawal W6 4 14 A Member may withdraw from the Authority at the end of ba2 JEg ll' 15 any fiscal year and terminate its rights and obligations V 16 pursuant to this Agreement by giving written notice of its 17 intention to terminate to the secretary of the Board no later 18 than December 31 prior to the termination of the fiscal year in 10 which the Member intends to withdraw. The written notice shall 20 be accompanied by a resolution or minute order of.'the 21 legislative body of the Member specifying its intent to withdraw 22 from the Authority. Withdrawal of a Member, however, shall not 23 relieve the withdrawing Member of its proportionate share of any 2-1 debts or other liabilities incurred by the Authority prior to 25 the effective date of such withdrawal, or any liabilities 26 imposed upon or incurred by the Member pursuant to this 27 Agreement prior to the effective date of such withdrawal, and 28 such withdrawal shall result in the forfeiture of all rights and -27- No r r W M W INO No W W LJ 1 claims of the withdrawing Member to any repayment of 2 contributions or advances or other distribution of funds or 3 property after withdrawal, including distribution in the event 4 of termination of the Authority, except Member Specific 5 R Communication Equipment, provided the withdrawing Member pays 6 all costs of removal. - 7 9.3 Breach 8 The Board shall have the authority to terminate the 9 Membership of any Member in the event the Member materially 10 breaches its duties pursuant to this Agreement. For the 11 purposes of this Section, the term "material breach" shall n ' 12 include, without limitation, a failure to fund the budget in d UJ Ha9 13 accordance with the Chapter VI, the failure to make any �e,�Hq 14 contribution or pay any assessment when due, and the failure to ci 'M 15 defend or indemnify other Members as required in Chapter VIII. U 1r 16 The Board shall give the Member notice of the breach and the 17 right to cure the breach within thirty (30) days of the notice. 18 In the event the Member fails to cure the breach within thirty 19 (30) days, the Board shall have the right to immediately 20 terminate the Membership. Termination of the Membership of a 2I Member for breach shall not relieve the terminated Member of its 22 proportionate share of any debts or other liabilities incurred 23 by the Authority prior to the effective date of such 2-1 termination, or any liabilities imposed upon or incurred by the 25 Member pursuant to this Agreement prior to the effective date of 26 such termination. However, such termination shall result in the 27 forfeiture of all rights and claims of the terminated Member to 28 any repayment of contributions or advances or other distribution -28- W v W ry vo W W vo W W W f of funds or property after termination, including distribution 2 in the event of termination of the Authority, except Member 3 Specific Communication Equipment, provided the terminating 4 Member pays all costs of removal. 5 9.4 Penalties - 6 Notwithstanding Section 9.3, and without waiving any 7 other remedies available by law or through this Agreement, the 8 Board shall adopt policies and procedures imposing penalties for 9 failure of any Member to pay any amounts due under this 10 Agreement. 11 CHAPTER X l2 TERMINATION AND DISPOSITION OF ASSETS LU H 914 13 10.1 Termination la The Authority shall continue to exercise the joint �e 16 power specified in this Agreement until termination of this 16 Agreement. This Agreement shall terminate if five (5) or more 17 Members give the Authority written notice of their intention to 18 withdraw as specified in Section 9.2 or if the Members mutually 19 agree to terminate this Agreement. No termination of the 20 Authority shall occur until all of its debts, liabilities, and 21 obligations and other evidence of indebtedness are paid or 22) adequate provision for such payment is made in'accordance with 23 the resolution of the Authority. No termination of the N Authority shall occur which is contrary to the language, spirit 23 or intent of any contract or agreement entered into by the 26 Authority with the U.S., the State of California, or any 27 department, administration or agency of either. �8 10.2 Distribution of Property -29- w M Wr n W W Wr ho W w 1 A. All capital equipment purchased as part of this 2 Agreement, shall be assigned an "operating life" by the Board. 3 The Board shall also designate equipment which is critical or 4 non -critical to --the operation of the facilities. Upon 5 x termination of this Agreement, all capital equipment either 6 functioning within its operating life or beyond, shall be 7 appraised by an independent appraiser and equipment designated 8 as critical may be purchased first by the City of Anaheim and 9 then by any Member agency. Non -critical capital equipment may 10 be purchased by any Member agency based on procedures adopted by 11 the Board. Capital equipment not purchased by Member agencies, 12 shall be sold to the public at appraised value or at public t 2Uily} �"��G 13 auction. The proceeds of all sales shall be paid to each Member U6 RF 1.1 pursuant to their fair share percentage as determined for the �c 15 most recent fiscal year. U 16 B. Upon termination of this Agreement, all capital 17 equipment purchased prior to this Agreement, as specified in 18 Section 2.2.A through 2.2.F shall be returned to the Member or 19 Members holding title to the equipment. 20 C. In the event of termination of the,Authority, any 21 remaining funds, property or other assets of the Authority, 22 following discharge of all debts, liabilities and obligations of 23 the Authority, shall be distributed to the Members for any 24 un-reimbursed advances, contributions, or in -lieu contributions 25 made or given to the Authority by such Members, and distributed 26 to all Members on the same basis as the annual distributions to 27 Members under this Agreement. -30- 00 r No r NO 610 u V v v 1 CHAPTER XI 2 MISCELLANEOUS 3 11.1 Amendments 4 Except for Sections 6.2, 7.1, 7.5, 8.2 and 8.3; this 5 Agreement may be amended with the approval of a majority of the _ G Members. Amendments to Sections 6.2,.7.1 and 7.5 shall require • i positive consent of the number of Members necessary to represent 8 a minimum of Fifty -One Percent (51%) of the fair share 9 percentage as determined for the most recent fiscal year in the 10 Authority. Amendments to Sections 8.2, 11.1, and 8.3 shall 11 require the unanimous consent of the Members. No amendments to 12 this Agreement may be made which would adversely affect the 6W �� fle 13 interests of the owner of bonds, letters of credit, or other LAMw � � 1.1 financial obligations of the Authority. ;(E� 15 11.2 Notice w � 16 Any notice or instrument required to be given or 17 delivered pursuant to this Agreement shall be deemed given when 18 personally delivered to the Member or the Authority, or 19 deposited in the United States mail, first class postage 20 pre -paid, and properly addressed to the principal office of the 21 Member or the Authority. 22 11.3 Partial Invalidity 23 If one or more of the Chapters, Sections, paragraphs 24 or provisions of this Agreement is determined to be invalid or 26 unenforceable by a court of competent jurisdiction, each and all 26 of the remaining Chapters, Sections and paragraphs shall not be 27 affected and shall continue to be valid and enforceable to the 28 fullest extent permitted by law, provided, the remaining -31- 0 a a 0 0 6 1 ti 3 6 7 8 9 10 11 12 <w 1-1 In 13 =0F 1.1 U. � W ' c, l� LL 16 o � 17 18 19 20 '? 1 23 224 2:) 26 -?7 28 Sections or provisions can be construed in substance to constitute the Agreement the Parties intended in the first instance. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed unattested by their duly authorized officers, and to have their official seals affixed hereto as of the date first stated above. Dated: AA CITY O)FAANAHEIM By: MAYOR By: Ts_,r.� X---4 .— /- — ATTVRNEY Dated : jaa.. ATTEST: , By: ` ice' lt. CITY CLERK By: :-a By: CITY OF FOUNTAI CITY ATTORNEY CI OF ULLERTON By: YOR ATTEST: A ROV TO FORM: By: By: CIY CLERK I ATTORNEY Dated : L 10 11 -32- • • 0 0 1 2 i 1 5 G' 7 8 9 10 Lu 13 �� 12 14 o u 15 w U. U / U. y U O, 17 18 19 20 �1 NN 2J 24 75 G 97 28 Dated: CI OF GARDW GROV By: MAYOR ATTEST: APPROVED AS TO FORM: B�.- • By : Q CITY C Y ATTORNEY (Dated: LCZ92 CITY OF HUNTIINGTON BEACH By: g�//` MAYOR ATTEST- APPROVED AS TO FORM: By. By: CITY CLnK7 CITY ATTORJWEY Dated: (0'a3 ATTEST: By : CITY CLERK Dated: �.//� //..� �_ TY CITY L ;�. 0022838.01 6/3/97 CITY OF_ NEWPORT BEACH AS TO FORM': W 0 11 -33- I EXHIBIT Op D 1 INVENTORY ASSETS A5 OF JUNE 1,1996 PER PARAGRAPH 2.2 A OLD 'NEW CURRENT VALUE EXPECTED YEARS BEFORE REPLACEMENT 2 2 - Flashboards Ix 1,050.00 15 years 3 1 - TV Cabinet x 460.00 15 years 4 3 - TV'S x 1,400.00 5 years 5 1 -VCR x 325.00 3 year. - 6 1 - Answerphone (Media tape tine) x 530.00 5 years 7 2 - Paksets x 6,000.00 3 years 8 1 - Fax machine x 1,600.00 3 years 9 1 - 24 hour togging recorder x 61,329.00 10 years 10 1 - Roundtable Ix 170.00 15 years 11 5 - 2 Drawer file cabinets Ix 1,000.00 15 years 12 5 - 3 Shelf bookcases Ix 500.00 15 years 13 2 - Small credenza's x 300.00 5 years 14 2 - Large credenza x 500.00 5 years i5 3 - Executive office chairs x 900.00 5 years 16 7 - Office chairs x 1,050.00 5 years 17 6 - Dispatch chairs x 3.000.00 2 years 18 10 - Conference room chairs x 2,500.001 5 years 19 6 - Kitchen chairs x 1,200.00 3 years 20 4 - Office chairs x 1 300.00 2 years 211 1 - Couch/1-Chair x 900.00 10 years 22 3 - Reception area tables x 500.00 15 years 23 3 - Office desks with computer stations/returns x 8,250.00 15 years 24 3 - Office credenza's x 3,000.60 15 years 25 1 - 2 Drawer fil© cabinet x 100.00 5 years 26 6 - Sets Clawson Cards x 2.392.00 10 years 27 3 - Computer work tables x 900.00 15 years 28 36 - Lockers x 600.00 5 years 29 1 - Coat rack x 210.00 10 years 30 3 - 4 Drawer file cabinet x 750.00 5 years 31 1 - Supply cabinet x 150.00 5 years 32 1 - Security fire file x 600.00 15 years Page t EXHIBIT W D 33 INVENTORY ASSETS AS OF JUNE 1,1996 PER PARAGRAPH 2.2 A OLD NEW CURRENT VALUE EXPECTED YEARS BEFORE REPLACEMENT 34 2 - Small conference room credenza's x 720.00 15 years 35 1 - Conference room table x 750.00 10 years 361 1 - Refrigerator x 1 1,000.00 i 0 years 37 1 - Microwave oven x 400.00 3 years 38 1 - Dishwasher x 400.00 W years 39 1 - Stove x 600.00 10 years 40 2 - Miscellaneous Orange County wall maps x 1,700.00 10 years 41 35 - Miscellaneous Pictures x 3,270.00 10 years 42 1 - LaserJet 4M Plus x 1.200.00 5 years 43 1 - PowerBook x 4,500.00 5 years 44 1 - Keyboard/Monitor x 550.00 5 years 45 1 - DeskJet 850C x 1 800.00 5 years 46 1 - Scanner x 980.00 5 years 47 1 - Miscelleanous Software x 1,600.00 5 years 48 2 - Color Plus 14 In. Monitor x 900.00 3 years 49 2 - Extended Keyboard II x 200.00 3 years 50 2 - PowerPc 601/60mhz x 3,400.00 3 years 51 1 - Century PC4XV-BA x 500.00 1 year 52 1 - 14' Super VGA Color Monitor x 100.00 1 year 53 1 - Keyboard x 50.00 1 year 54 Miscellaneous Office Supplies On Hand 1,500.00 1. 55 1 - TV/FOC Conference Rm. x 400.00 5 years 56 4-Wall/Desk Clocks x 90.00 5•ycarr 57 1 - CADI Backup System III x 1 23,000.00 5 years 58 1 - CADI/NCP Backup System x 23,000.00 5 years 59 60 TOTAL 173,976.00 Page 2 C r C c C c c t f [ t i [ EXHIBIT'A' C I A 1 INVENTORY ASSETS AS OF JUNE 1,1996 PER PARAGRAPH 2.2 A OLD NEW CURRENT VALUE 2 2 - CENTRACOM II PLUS X 36,000.00 3 4 - CENTRACOM li PLUS RECONFIGURED X X 37, 680.00 4 16 - Digital Call Checks X 23,301.00 5 6 - 911 Equipment X 33,414.00 6 System 11 Radio Equipment X 400,197.00 7 8 MDT Frequency 1,000,000.00 9 10 CAD System Hardware $ Software X 1,298,000.00 11 12 13 TOTAL 2,829,092.00 Page 3 C r c f EXHIBIT'W B I C 1 INVENTORY ASSETS AS OF JULY 1, 1996 PER PARAGRAPH 2.2 B JOLD INEW ORIGINAL VALUE 2 5 - Syntor Base Radios X 15,355.00 3 2 - Syntor Base Local Trunked Controllers X 10,980.00 4 1 - CAD Interface Syntor, PC & Modem X 23,000.00 5 3 - Clawson EMD Cardsets X 1,050.00 6 MT TOTAL 50,385.00 C Page 1 t C E c c t D HIBIT 'C' 8 C D 1 INVENTORY ASSETS AS OF JULY 1,1996 PER PARAGRAPH 2.2 C OLD NEW Value New 2 1 - B1603A Single Bay 3- Panel Enclosure X 1,439.00 3 3 - B1400 Master Control Panels X 11,616.00 4 3 - BLN1143 Operator Interface Modules (from CEB) X 4,689.00 5 a - B1401 Channel Control Panels X 6,240.O0 6 30 - B1405 Ti/R1 Channel Control Modules X 8,220.00 7 4 - B1602F Single Bay 45 Degree 2 Panel Enclosures X 4,916.00 8 112 - B1604A Single Bay 4 Panel Enclosures X 2,078.00 9 4 - B1604F Single Bay 45 Degree Panel Enclosures X 2,378.00 10 11 - B1248A Blank Half Panels X 451.00 11 6 - BLN1148A Headset Jacks X 1.320.00 12 1 - BLN6179 Side Panel for 3 Panel Bay X 99.00 13 3 - K577 Telephone/Headset Interface Boards X 1.026.00 14 5 - 131406 T2R2 Channel Control Modules X 1,370.00 15 14 - B1405 Tt R1 Channel Control Modules X 5,206.00 t6 t7 TOTAL 51.048.00 Page 1 .411 W 60. W W 10 %0 C-A W CADIRMS System Hardware & Software $1,298,500.00: Purchase and reimbursement - over five years. First year invoiced as one payment on April 15, 1997. Second through fifth years to be invoiced in quarterly payments at the beginning of July, October, January and April of each fiscal year. PURCHASE % Total Amount Annual Pymt Quarterly Pymt Fountain Valley 4.62 $ 59,990.70 $ 11,998.14 $ 2,999.54 Huntington Beach 16.80 $ 218,148.00 $ 43,629.60 $ 10,907.40 Newport Beach 9.04 $ 117,384.40 $ 23,476.88 $ 5,869.22 R IBURSEMENT % Total Amount Annual Rmb Quarterly Rmb Anaheim 45.68 $ 180,674.95 $ 36,134.99 $ 9,033.75 Fullerton 16.41 $ 64,905.34 $ 12,981.07 $ 3,245.27 Garden Grove 19.35 $ 76,533.72 $ 15,306.74 $ 3,826.68 Orange 18.56 $ 73,409.09 $ 14,681.82 $ 3,670.45 W (11) 07I21197 - Counci! gency Agenda -Page 11 E-13. Mity Council) Approval Of Twelve Uen Community Develo2ment Block Grant (CDBG) Subarantee Agreements & Waiver Of Insurance Requirements (600.10) - 1. Approve and authorize the Mayor and City Clerk to execute twelve [Ten] individual subgrantee agreements based on the sample contract (as approved by the City Attorney) between the city and each public service agency, includes separate OCTA subgrantee agreement. The agreements are as follows: Adult Day Services - $10.000, Boys Girls Clubs of Fountain Valley - S23,000, Community Services Program jCSP) - $23,000, . piscopal Service Alliance - $12,000, Feedback Foundation - $5.000, Interval House Crisis Shelter - $18,100, Huntington Beach Community Clinic - $25,000, Orange County Council On Aging - $5,000, Orange County Transportation Authority - $11,000, Fair Housing Of Orange County - $36,636; and waive the usual insurance requirements from the subgrantee contracts. (In previous years, the prevailing insurance requirements have not applied to the Subgrantee agencies.) Submitted by the Economic Development Director [Approved 7-01 ^ E-14. (City Council) Beach Boulevard Commercial Corridor Auto Dealer Survev Dated June 2 1997 & Recommendations For Action (460.30) - Receive and file the Beach Boulevard Commercial CorridorAuto Dealer Survey and Recommendations forAction, dated June 2, 1997, and direct staff to pursue implementation of the Recommendations for Action as set forth on Page Nos. 10 and 11 of said survey. Submitted by the Economic Development Director [Approved 7-01 E-15. (City Council) Metro Cities Fire Authoritv First Amended Joint Powers Agreement - Cities Of Anaheim, Fountain Valley, Fullerton, Garden Grove, Newport Beach, And Orange - Reappointment Of City Administrator As Board Member And Fire Chief As Alternate Board Member (600.40) -1. Approve and authorize the Mayor and City Clerk to execute the Metro Cities Fire Authority First Amended Joint Powers Agreement between the City and Cities of Anaheim, Fountain Valley, Fullerton, Garden Grove, Newport Beach and Orange and 2. motion to re -appoint City Administrator Michael Uberuaga as Huntington Beach's Metro Cities Fire Authority Board Member and Fire Chief Michael Dolder as the city's alternate Board Member. Submitted by the Fire Chief [Approved 7-0] i CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION To: Connie Brockway, City Clerk From: Michael P. Dolder, Fire Chief Date: July 24, 1997 SUBJECT: METRO CITIES FIRE AUTHORITY JOINT POWERS AGREEMENTS Attached are ten originals of the Metro Cities Fire Authority Joint Powers Agreement which need the Mayor and City Clerk signatures. Please call my office (ext. 5442) upon completion. I personally will deliver the original agreements to the City of Newport Beach. Once all signatures are obtained, each city %gill receive an original. Thank you. NIPDIcgs Attachment c: m ydocuments%%1ctrojpat /57 7/ �/d? 7 IZ ��� 7 r �� • CL, OF HUNTINGTON BE. �H - INTER -DEPARTMENT COMMUNICATION - To: Connie Brockway, City Clerk From: Michael P. Dolder, Fire Chief Date: July 24, 1997 SUBJECT: METRO CITIES FIRE AUTHORITY JOINT POWERS AGREEMENTS Attached are ten originals of the Metro Cities Fire Authority Joint Powers Agreement which need the Mayor and City Clerk signatures. Please call my office (ext. 5402) upon completion. I personally will deliver the original agreements to the City of Newport Beach. Once all signatures are obtained, each city will receive an original. Thank you. MPD/cgs Attachment ?/7/q l 6/w /7 , 1-7 &-tj IA-,, L--*� REQUEST FOR COUNCIL ACTION SUBJECT: SUBJECT: Council/Agency Meeting Held:-- Deferred/Continued to: �1 Meeting Date: 05/20/96 FD 96-005 I9'ApprQ C itionall Approved ❑ Den City Clerk's Sig6alure Council Meeting Date: 05/20/96 Department ID Number. FD 96-005 REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Ad min PREPARED BY: MICHAEL P. DOLDER, Fire Chief SUBJECT: AGREEMENT FOR A JOINT POWERS AUTHORITY KNOWN AS METROCITIES FIRE AUTHORITY INVOLVING THE CITIES OF ANAHEIM, FOUNTAIN VALLEY, FULLERTON, GARDEN GROVE, HUNTINGTON BEACH, NEWPORT BEACH AND ORANGE Statement or Issue, Funding Source. Recommended Action, Alternative Action, Analysis, Environmental Status, Statement of Issue: The Fire Department recommends that the City enter into a Joint Powers Authority with the cities of Anaheim, Fountain Valley, Fullerton, Garden Grove, Huntington Beach, Newport Beach and Orange to establish a consolidated communications center serving the cities' collective fire department emergency dispatch needs. Funding Source: Participating in the MetroCities Fire Authority results in an ongoing net savings to the City of Huntington Beach of $175,000 per year. This yearly savings is in addition to the City's cost of purchasing its share of MetroCities' Computer Aided Dispatch and Records Management System (CAD/RMS) over a five (5) year period, as well as increasing the City's contribution to the ongoing operating costs of the Central Net Operation Authority's (CNOA) training functions necessitated by the withdrawal of the City of Westminster from CNOA. A onetime start-up cost of $142,162 is required for the move from CNOA communications to MetroCities which includes the costs to: relocate emergency telephone lines, establish data connections between MetroCities and ten (10) fire department operational areas, upgrade Anaheim's communications center to accommodate the increased work load and staffing, reprogram existing radio equipment, replace workstations and make other related communication changes. These costs will reduce the first year savings to $32,838. Any additional costs i resulting from the change to MetroCities will be funded through existing CNOA reserve funds established for technology upgrades. REQUEST FOR COUNCI ACTION �eeting Date: 05120196 SUBJECT: AGREEMENT FOR A JOINT POWERS AUTHORITY KNOWN AS METROCITIES FIRE AUTHORITY INVOLVING THE CITIES OF ANAHEIM, FOUNTAIN VALLEY, FULLERTON, GARDEN GROVE, HUNTINGTON BEACH, NEWPORT BEACH AND ORANGE FD 96-005 Recommended Actions: 1. By motion, approve and authorize the Mayor to execute an agreement with the cities of Anaheim, Fountain Valley, Fullerton, Garden Grove, Huntington Beach, Newport Beach and Orange, creating a Joint Powers Authority to be known as MetroCities Fire Authority for the purpose of establishing a consolidated communications center serving the agencies' collective fire department emergency dispatch needs. 2. By motion, appoint City Administrator Michael T. Uberuaga as the City's MetroCities Fire Authority Board Member and Fire Chief Michael P. Dolder as the City's alternate Board Member. Alternative Action(s): Take no action and direct staff to consider other emergency dispatching alternatives. Analysis: Regionalization of training and fire communication services occurred over time with the following milestones: • In 1969 the cities of Fountain Valley, Huntington Beach, Westminster and Seal Beach entered into an agreement to consolidate fire emergency communications systems using physical facilities and communications equipment funded solely by the City of Huntington Beach. This facility continues to operate in the basement of 18301 Gothard Street in the City of Huntington Beach. • In 1972 the cities of Fountain Valley, Huntington Beach, Westminster and Seal Beach (on a limited basis) collectively funded the construction of a training facility excluding the basement area which houses the communications center. Seal Beach subsequently left the program when it joined the Orange County Fire Department. • In 1987 the City of Newport Beach was added as a training and communications facility user. • In 1992 a Joint Powers Agreement, known as the Central Net Operations Authority (CNOA), was adopted by the cities of Fountain Valley, Huntington Beach, Newport Beach and Westminster to provide joint training and communication services. Over these past 27 years, joint use of the training and communication facilities has proven cost effective and has allowed each agency to provide a higher level of service to their respective communities at lower cost. However, as a result of Westminster's 1995 decision to join the Orange County Fire Authority for the provision of all municipal fire protection services, they have given notice to CNOA that they will no longer be a member effective July 1, 1996. Westminster's departure will result in a loss of CNOA revenues exceeding $375,000 annually. Concurrent with Westminster's decision to join the Orange County Fire Authority, the cities of Anaheim, Fullerton, Garden Grove and Orange, also operating as a regional REQUEST FOR COUNCIL ACTION Meeting Date: 05/20196 SUBJECT: AGREEMENT FOR A JOINT POWERS AUTHORITY KNOWN AS METROCITIES FIRE AUTHORITY INVOLVING THE CITIES OF ANAHEIM, FOUNTAIN VALLEY, FULLERTON, GARDEN GROVE, HUNTINGTON BEACH, NEWPORT BEACH AND ORANGE FD 96-005 facility since the late 1970s, were making preparations to move into a new, state-of-the- art communications center with the capacity to handle additional emergency communication demands of other fire agencies. These two (2) factors generated the discussion between the seven (7) cities' fire chiefs resulting in this proposal. The attached MetroCities Fire Authority Joint Powers Authority Agreement (Attachment 1) merges the Central Net Communications Center, located in Huntington Beach, into the North Net Communications Center, located at 201 South Anaheim Boulevard, Suite 302 in Anaheim. The MetroCities Fire Authority establishes a new, seven (7) city agreement for the joint provision of consolidated fire department emergency communication services through a single computer aided dispatch system and fire related records management system. The key considerations of the agreement are as follows: 1. The consolidation of the two (2) existing communication centers into one (1) results In a 34% decrease in staffing levels for an overall savings of $881,894 to the seven (7) cities. 2. The new Computer Aided Dispatch and Records Management System (CAD/RMS) shared by seven (7) cities allows the Huntington Beach Fire Department to buy into a $979,336 state-of-the-art system for a total cost of $216,770 or $43,354 per year for five (5) years. The City's cost will be covered by savings resulting from joining MetroCities and by system replacement reserves currently on deposit in CNOA. Without this consolidation, Fountain Valley, Huntington Beach and Newport Beach will need to replace the current system within two (2) years. 3. The City's Board Member on the MetroCities Fire Authority JPA will be the City Administrator, with the Fire Chief serving as the alternate, which is identical to the continuing CNOA JPA. 4. Forming the MetroCities Fire Authority expands our ability to share fire and emergency medical service resources across jurisdictional boundaries through improved automatic and mutual aid operations. This will result in improved response speed and depth of service without adding personnel and equipment. 5. MetroCities Fire Authority also provides a forum for the examination of future consolidation opportunities that may result in increased inter -agency efficiencies and/or decreased costs. With the positives of the MetroCities Fire Authority venture also comes some negatives. The most negative impact Is the need to eliminate fourteen (14) positions, nine (9) of which are currently occupied. The nine (9) individuals affected are all employees of the City of Huntington Beach who provide CNOA's communications services. Although the MetroCities agreement provides that the City of Anaheim will hire three (3) of the qualified Huntington Beach employees, six (6) of the remaining employees will not be offered direct employment. All of the dispatchers, past and present, have served the i REQUEST FOR COUNCIL ACTION Meeting Date: 05/20/96 SUBJECT: AGREEMENT FOR A JOINT POWERS AUTHORITY KNOWN AS METROCITIES FIRE AUTHORITY INVOLVING THE CITIES OF ANAHEIM, FOUNTAIN VALLEY, FULLERTON, GARDEN GROVE, HUNTINGTON BEACH, NEWPORT BEACH AND ORANGE FD 96-005 emergency dispatch needs of the City of Huntington Beach and our citizens with quality and dedicated service. For this service and dedication we should all be grateful. Participating in the MetroCities Fire Authority does not void our participation in CNOA. Although CNOA will no longer be used to provide communication services, CNOA will continue to exist to fund the joint training needs of member cities and contract users. CNOA will also be used as a forum for examining other regional consolidation opportunities, such as establishing a Certified Unified Provider Agency (CUPA) for hazardous materials regulatory programs as dictated by Senate Bill 1082. Environmental Status: Not applicable. Attachment(s): NumberCity Clerk's Page 1 MetroCities Fire Authority Joint Powers of Authority Agreement [Approved 6-0] Also directed Fire Chief to the Central Net Operation the issue of non payment by the City of Westminster and to request their vigorous support to obtain payment -- 6-01 •, r Metro Cities Fire Authority Joint Powers Agreement 1996 Cities of ANAHEIM FOUNTAIN VALLEY FULLERTON GARDEN GROVE HUNTINGTON BEACH NEWPORT BEACH ORANGE SIGNED ORIGINAL W MetroCities Fire Authority JOINT POWERS AGREEMENT This Agreement, dated for purpose of identification the 1st day of July 1996, is made by and effective when fully executed by authorized representatives of w all of the following public entities: A. City of Anaheim ("Anaheim"); B. City of Fountain Valley ("Fountain Valley"); C. City of Fullerton ("Fullerton"); +w D. City of Garden Grove ("Garden Grove'); E. City of Huntington Beach ("Huntington Beach"); F. City of Newport Beach ("Newport Beach"); and G. City of Orange ("Orange"). RECITALS A. The Parties to this Agreement each provide fire protection, fire prevention, rescue, emergency medical and related wr administrative services within their respective boundaries. B. The Parties have determined that joint use of a central 40 communications network and record keeping system reduces the administrative costs that would otherwise be incurred by each Party in providing fire suppression, emergency medical assistance, rescue service, and related services. fto C. The Parties have determined that the costs associated with maintaining the staff and equipment necessary to operate a Communications Center should be funded by the Parties through a formal Joint Powers Agreement with costs apportioned to reflect the extent to which the Parties to utilize the emergency Communications Equipment and staff. D. The Parties have determined that joint use of a central communications network and record keeping system is also intended to wr foster cooperation among the Parties in the form of a separate written W automatic aid agreement to consider the provision of emergency services by Page 1 MetroCities Fire Authority Agreement r the closest available unit and to serve as a vehicle for evaluating other opportunities for joint operations. w E . The Parties each have the power and authority to perform, and contract with one another pursuant to the Joint Exercise of Powers Act (Section 6500 et. seq. of the Government Code) for the " performance of the duties and functions that form the basis of this Agreement. THE PARTIES AGREE AS FOLLOWS: W CHAPTER I DEFINMONS 1.1 Definitions W For the purpose of this Agreement, the words or terms specified in this Chapter shall have the following meanings: A. Authority shall mean the Joint Powers Authority known as the MetroCities Fire Authority, created by this agreement pursuant to the rr Joint Exercise of Powers Act (Section 6500 et. seq. of the Government Code). B. "Capital Improvement Project" shall mean the acquisition of any piece of Communications Equipment or the funding of any Communications Center related project that requires an expenditure of $30,000.00 or more. C. "Capital Outlay" shall mean the acquisition of any piece of Communications Equipment or the funding of any Communications Center related project that requires an expenditure of $500.00 or more but less than $30,000.00. D. "Communications Center" shall mean that portion of any structure or physical facility that houses Communications Equipment and/or Communications Center Staff. %0 E. "Communications Equipment" shall mean all electronic equipment, including telephones, telephone lines, radios, computers and software located within, or connected to, the Communications Center and utilized for the fire or rescue -related emergency communications or records management of any of the Parties. Page 2 MetroCities Fire Authority Agreement W %1.1) �10' F. "Member" shall mean any public entity that is a member upon the effective date of this Agreement or becomes a Party to this w Agreement pursuant to the provisions of Section 9.1. G. "Recorded Incident" shall mean any call for service dispatched within the jurisdiction of a Member's fire department that generates an incident number through any emergency Communications Facility used by any member during any relevant period prior to the effective date of this Agreement and through the Communications Center upon the effective date of this Agreement or at such time as the Communications Center begins operation pursuant to this Agreement. H. "Communications Center Staff or Staff' shall mean all personnel of the City of Anaheim performing services related to the operations and maintenance of the MetroCities Communication Center, or such agency or individual as may be appointed by the Board to perform these w functions. I. "Fiscal Year" shall mean the twelve month period commencing July 1st and concluding June 30th. W CHAPTER It SPECIAL CONSIDERATIONS This section establishes the rationale for the provisions relating to funding, W administration and decision making. 2.1 Communications Center The MetroCities Fire Authority Communications Center, located at 201 S. Anaheim Boulevard, Anaheim, CA, was constructed and is owned by the City of Anaheim. Ownership of the real property and facility housing the MetroCities Communication Center will remain solely the City of Anaheim. The Board may change the location of the Communication Center. .r 2.2 Communications Equipment A. Certain existing communications equipment was acquired through the joint efforts of the Cities of Anaheim, Fullerton, Garden Grove W and Orange and shall be identified as part of a fixed asset inventory system. joint title to this equipment existing as of the date of termination or at the Page 3 MetroCities Fire Authority Agreement W "0 end of its useful life shall vest with the Cities of Anaheim, Fullerton, Garden Grove and Orange and shall be disposed of as outlined in Section 10.2. B. Certain existing communications equipment was acquired through the joint efforts of the Cities of Fountain Valley, Huntington Beach and Newport Beach and shall be identified as part of a fixed asset inventory system. joint title to this equipment existing as of the date of termination or at W the end of its useful life shall vest with the Cities of Fountain Valley, Huntington Beach, and Newport Beach and shall be disposed of as outlined in Section 10.2. C. Certain existing communications equipment was acquired by the City of Huntington Beach and shall be identified as part of a fixed asset inventory system. Title to this equipment existing as of the date of termination or at the end of its useful life shall vest with the City of Huntington Beach and shall be disposed of as outlined in Section 10.2. D. Title to equipment purchased jointly on behalf of the Authority, existing as of the date of termination or at the end of its useful life, shall vest with the Authority and shall be disposed of as outlined in Section 10.2. E. After the effective date of this agreement, title to communication equipment purchased for the Communication Center separately by individual members of the Authority shall vest only with those individual members contributing to the purchase of said equipment. Such W equipment shall be identified as part of a fixed asset inventory system. Title to this equipment existing as of the date of termination or at the end of its useful life shall vest with those individuals purchasing said equipment and shall be disposed of as outlined in Section 10.2 wr CHAPTER III PURPOSE AND POWERS 3.1 Authority Created This Agreement creates a joint Powers Authority known as the MetroCities Fire Authority. The Authority is formed pursuant to the provisions of Article 1, Chapter 5, Division 7 of Title I of the Government Code of the State of California (The joint Exercise of Powers Act). The Authority shall be considered a public entity separate and apart from the Members. Within thirty (30) days after the effective date of this Agreement Page 4 MetroCities Fire Authority Agreement to and after any amendment, the Authority shall cause a notice of such Agreement or amendment to be prepared and filed with the Office of the California Secretary of State containing the information required by Government Code 6503.5. 3.2 Common Powers Each Party has the common power to, inter alia: A. Provide fire protection, fire suppression, fire prevention, emergency medical, rescue and related services; B. Maintain an effective communications and to emergency dispatch system to facilitate and support fire protection, fire suppression, rescue and emergency medical services; C. Employ and train personnel to perform emergency equipment communication and dispatch services, communication facility 'W maintenance and the purchase of Communications Equipment. 3.3 General Purpose The primary purpose of this Agreement is to provide for the W operation, upgrade, maintenance and repair of the Communications Center and Communication Equipment. This Agreement is intended to provide a formal mechanism by which the Authority can fund these activities to provide the highest possible level of emergency communications services. W 3.4 Powers The Authority shall have the power, in its own name, to do any of the following: A. To jointly exercise the common powers of the Members; B. To make and enter into contracts; C. To retain the services of fire suppression specialists, emergency communications consultants, and such other persons with W specialized knowledge or ability capable of assisting the Members in achieving the purposes of this Agreement; D. To acquire, hold or dispose of property by any lawful means, including, without limitation, gift, and purchase for sale; E. To incur debts, liabilities or obligations subject to the limitations specified to this Agreement; Page 5 MetroCities Fire Authority Agreement fto F. To receive gifts, contributions, grants, and donations of property, funds, services and other forms of assistance from any person, firm, entity, corporation or public agency; G. To sue and be sued in its own name; H. To apply for any grant or grants offered in conjunction with any Federal, State or local program that is in any way related to the %0 purpose of this Agreement; I. To adopt rules, regulations, policies, by-laws and procedures governing the operation of the Authority; J. To exercise any other power in the manner and according to the methods provided by applicable laws, rules or regulations, subject only to the restrictions on the manner of exercising such powers that may be applicable to the City of Anaheim. CHAPTER IV ORGANIZATION 4.1 Membership The Members of this Authority shall be the public entities which %0 executed this Agreement or a subsequent amendment and have not withdrawn from, or had membership in the Authority terminated, as provided in Section 9.2 and Section 9.3. W 4.2 Board A. The Board shall consist of the existing City Manager or City Administrator of each Party and as an alternate, the Fire Chief or his/her designee. B. Each Board Member shall hold office from the first meeting of the Board after appointment and shall serve at the pleasure of their appointing authority. C. A Board Member or alternate shall not receive compensation, but may be reimbursed by the Authority for expenses reasonably incurred while performing duties required by this Agreement, and as further specified and limited by resolution of the Board. Page 6 MetroCities Fire Authority Agreement W 4.3 Principal Office The principal office of the Authority shall be 201 South Anaheim Boulevard, Suite 302 in the City of Anaheim, County of Orange. The Board has the full power and authority to change the principal office from one location to another within the County of Orange. w 4.4 Meetings The Board shall meet at the principal office of the Authority, or at such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution. Regular, adjourned and special meetings of the Board shall be called, noticed and conducted in accordance with the Ralph hi. Brown Act or other relevant open meeting law. 4.5 Quorum A majority of the Board Members (or the alternate for any absent voting Member) shall constitute a quorum for the purpose of transacting business relating to the Authority, subject to the provisions of Sections 7.1 and 7.5. 4.6 Powers and Limitations All of the powers of the Authority are reserved to it except to the "'O extent of powers conferred on the Board pursuant to this Agreement. Each Board Member, or alternate in the absence of any voting Member shall be entitled to one vote and, except as expressly provided in this Agreement, including Sections 7.1 and 7.5, the affirmative vote of the majority of those W present and qualified shall effect adoption of any motion, resolution, order or action the Board deems appropriate. 4.7 Minutes The secretary of the Authority shall provide notice of, prepare and post agendas for, and keep minutes of, each regular, adjourned and special meeting of the Board. The secretary shall send a copy of the minutes to each Board Member and otherwise perform the duties necessary to ensure compliance with provisions of law including, without limitations, any applicable "open meeting law" such as the Ralph M. Brown Act. Page 7 MetroCities Fire Authority Agreement W r*j k..4 %.0 4.8 Rules The Board may adopt rules and regulations for the conduct of its affairs that are not in conflict with this Agreement. 4.9 Officers The Board shall select a chairperson and vice chairperson from its Members and shall appoint a secretary who may, but need not, be a Member of the Board. The treasurer of the City of Anaheim shall hold the office of treasurer. The auditor shall be a Certified Public Accountant, *' annually appointed by the Board, and shall perfoom the duties of the auditor as authorized in Sections 6505 et sect. of the Government Code. The treasurer shall keep all revenues of the Authority in a separate interest bearing account and otherwise perform the duties and responsibilities of that office as specified in Sections 6505 et seq. of the Government Code. The chairperson, vice chairperson and secretary shall hold office for a period one year, or until a successor is appointed. 4.10 Bond The treasurer, auditor and such other persons who may have access to, or handle, any revenue of the Authority shall be required to file an official bond in an amount determined by the Board and consistent with the W provisions of Section 6505.1 of the Government Code. This bonding requirement shall be satisfied if an existing bond is extended to cover the duties required by this Agreement. The costs of complying with the requirements of this Section shall be considered an administrative expense of W the Authority. 4.11 Status of Officers and Employees In accordance with the joint Exercise of Powers Act, all of the %0 privileges and immunities from liability, exemptions from laws, ordinances and rules, and all pension, relief, disability, workers compensation and other benefits which apply to the activities of officers, agents, or employees of any of the Member's agency when performing their respective duties or functions %0 for that agency, shall apply to each of them to the same degree and extent Page 8 hictroCities Fire Authority Agreement Wr while engaged in the performance of any activity, function or duty pursuant to this Agreement. 4.12 Fair Political Practices Act The Members of the Board shall be considered public officials within the meaning of the Fair Political Practices Act of 1974, as amended, and %0 its regulations, for the purposes of financial disclosure, conflict of interest and other requirements of such Act and regulations, subject to contrary opinion or written advice of the California Fair Political Practices Commission. %0 CHAPTER V BASIC SERVICES 5.1 Communications Center -- Operations A. The Communications Center shall be maintained and operated by the Authority, pursuant to this Agreement, for the use and benefit of all Members. The Communications Manager, or equivalent position, of the City of Anaheim shall be the Administrator of the Communications Center so long as Anaheim operates and administers the Communications Center. B. To provide for such maintenance and operations, the City of Anaheim will, through use of City of Anaheim employees, provide all services required to operate, maintain and administer the Communications W Center. The Authority shall pay the actual costs of such operation and administration, plus an administrative overhead fee. The costs of such operation and administration, including administrative overhead, shall be borne by each Member according to its fair share percentage as determined W pursuant to Section 6.1 hereof. C. The Authority is empowered to develop policy to establish the service levels for the Communications Center operation and maintenance. D. Communications Center employees shall be governed by the same personnel rules, regulations, Memoranda of Understanding, administrative regulations and other related matters as apply to other employees of the City of Anaheim. Recruitment, position classifications and descriptions, hiring, discipline, promotion, and other employee -related functions shall be determined solely by the City of Anaheim. Page 9 MetroCities Fire Authority Agreement W W E. Anaheim will determine the procedures and standards of selection for employment and promotion, direct its employees, take %0 disciplinary action, relieve its employees from duty for legitimate reasons, maintain the efficiency of communications operations, determine the methods, means and personnel by which it will meet the service levels established by the Authority. F. Anaheim may elect to discontinue providing services for the operation and administration of the Communications Center by giving notice of such election in writing to the Board a minimum of six (6) months prior to such cessation. In the event of such discontinuance by Anaheim, the Board may appoint another Member as the administrator or contract with another provider of such services. Should Anaheim's services as operator and administrator of the Communications Center terminate, use of the City of Anaheim's facilities shall also terminate unless a separate use/rental W agreement is approved. Anaheim's election to discontinue providing services set forth herein does not constitute Withdrawal from the Authority. G. The Board may elect to terminate Anaheim's services as operator and administrator of the Communications Center by giving notice of such election in writing to Anaheim a minimum of six (6) months prior to the date of such termination. In the event of such termination, the Board may appoint another Member as the administrator or contract with another provider of such services. Such termination of Anaheim's services does not in and of itself constitute either Withdrawal or Termination of Anaheim from the Authority. Should Anaheim's services as operator and administrator be terminated by the Board, use of the City of Anaheim's facilities shall also terminate unless a separate rental/use agreement is W approved. H. Each member acknowledges that the City of Anaheim owns the property (land and facility) on which the Communications Center is situated at the time of the formation of the Authority. Dental costs, " depreciation and other factors relating to use of this property are not currently included in either the administrative overhead fee or the costs of services provided by Anaheim. " 5.2 Maintenance of Equipment Page 10 MetroCities Fire Authority Agreement M rr+ �' A. The Authority shall maintain and repair a I I Communications Equipment, including, without limitation, telephones, " radios, computers, hardware, software, electrical systems and all related mechanical devices or facilities other than equipment which Members are required to install pursuant to provisions of Subsection C. B. The Authority shall purchase new or used w Communications Equipment as necessary to replace existing equipment or upon a determination by the Board that new or additional Communications Equipment will facilitate emergency communications. C. As a condition to receiving emergency communications services, each Member shall install and maintain, the following equipment in each fire station, rescue facility, or related mobile unit as maintained by the Member: 1. A station direct telephone line with handset w originating at the Communications Center or a personal Alpha/Numeric pager for each unit. 2. A station vocal or paging line and speaker originating at the Communications Center. wr 1 A minimum of two emergency telephone reporting trunk lines terminating at the Communications Center. 4. One mobile data computer terminal or status message device in each operating fire company or rescue unit. 5. Other equipment which the Board determines to be necessary to maintain an effective communications network. Each Member shall pay the Costs of installing, maintaining and repairing the Communications Equipment it is required to provide pursuant to this Paragraph. All maintenance and repair of hardware and Communications Equipment which are physically connected to the Communications Center shall be coordinated through the Communications Center Management. D. Subject to prior Board approval, any Member may install special Communications Equipment or extra telephonic equipment provided the installing Member pays all the equipment and installation costs. The Board may approve Member's requests for installation of special equipment only on a finding that neither the Authority nor any Member will incur any Page 11 MetroCities Fire Authority Agreement W LM additional cost and that installation of the equipment will have no adverse impact on emergency communication capability. %0 E. Each member shall provide the Authority with mapping and related emergency dispatching information necessary for the efficient deployment of fire units and manpower. Each Member shall continually update mapping and deployment information and provide this information to the Authority and each member as appropriate. F. Each member shall be responsible to provide a back-up emergency dispatch system to provide alternative emergency communication services within that member's jurisdiction in the event Communications Center systems at the Communications Center are disabled or inoperative. CHAPTER VI FUNDING AND ADMINISTRATION 6.1 Funding Each Member shall pay a portion of the costs incurred by the Authority in providing the services described in Section 5.1. Each Member's share of the costs incurred by the Authority shall be based upon that Member's "fair share percentage" which shall be determined in accordance with the provisions of this Section. The number of Recorded Incidents attributable to each Member represents the most equitable basis for determining that Member's share of the costs incurred by the Authority. A. The contribution of each Member shall be based upon the number of Recorded Incidents attributable to each Member, divided by the Recorded Incidents attributable to all Members, during the calendar year preceding the fiscal year for which that Member's fair share percentage is being calculated. Once determined for any fiscal year, the Member's fair share percentage shall remain unchanged. The following is the formula pursuant to which the fair share percentage will be calculated: �+ RECORDED INCIDENTS ATTRIBUTABLE TO A MEMBER (DIVIDED BY) RECORDED INCIDENTS ATTRIBUTABLE TO ALL MEMBERS (EQUALS) w MEMBERS FAIR SHARE Page 12 MetroCities Fire Authority Agreement iho W �,Wl PERCENTAGE w► B. Each Member's contribution to the budget shall be determined by multiplying that Member's fair share percentage by the amount of the budget or budgetary component. C. The City of Anaheim shall invoice each Member agency one -quarter of that agency's total fair share percentage of the budget at the beginning of July, October, January and April of each fiscal year. Each Member shall pay such bill promptly and within thirty (30) days after receipt thereof. Final year-end adjustments of costs representing the difference between +r estimated annual expenditures and actual annual expenditures shall be calculated and paid by or credited to each no later than the last day of the first quarter of the following fiscal year. All credits may be deposited into the Communications Equipment capital reserve account as outlined in Section w 7.2.A.5 upon unanimous consent of the Board. A Member(s) may deposit year-end credits in their Member Specific Communications Equipment replacement component fund as outlined in Section 7.2.A.5. +w+ 6.2 Administrative Services A. Anaheim shall provide the Administrative Services required for operation of the Communications Center, and management and administration of the personnel within, for an administrative fee of twelve W percent (12%) of the Communications Center operations and capital outlay and the Member specific communications operations components of the budget, as outlined in Sections 7.1.A.1 and 7.1.A.2. Administrative Services includes, but is not limited to general accounting of funds received and W disbursed, preparation of invoices to Members, preparation of documents relative to any grant program, routine legal counsel and services from various departments within the City of Anaheim as may be necessary from time to time, including but not limited to Human Resources and Labor Management Departments, Finance Department, Purchasing, and such other functions as may be required by this Agreement or the provisions of any law including, without limitation, the Joint Exercise of Powers Act. B. Anaheim's City Attorney's Office will serve as general counsel to the Authority to provide routine legal counsel services required from time to time. Extraordinary legal services (for example, Anaheim's time Page 13 MetroCities Fire Authority Agreement %0 CJ and expense or the expense for outside counsel in connection with a lawsuit against the Authority, its officers, agents, employees, representatives and volunteers providing services to the Authority) constitute additional expenses and are not covered by the administrative overhead. 6.3 Emergency Repairs In the event the Communication Center or Communications Equipment suffers damage which interferes with emergency communications services, the City of Anaheim is authorized without prior Board approval to have the necessary repairs made so that services are resumed as soon as possible. 6.4 Capital Improvements -Funding In the event the Communication Center or Communications Equipment suffers damage and the cost of repairs exceeds sums designated for repair in that component of the budget and any reserve fund, the Board shall promptly solicit bids for the repair of damage from at least three (3) responsible firms, award the contract to the lowest responsible bidder and w direct the accepted responsible bidder to make the repairs as soon as possible. Each Member shall pay its estimated fair share percentage of the repairs within 30 days after the award of the contract. w+ CHAPTER VII BUDGETARY PROVISIONS 7.1 Annual Budget The Board shall adopt an annual budget pursuant to this W Agreement and procedures adopted by the Board. A. A preliminary draft of the budget shall be presented to the Members by January 15 of each year for their review. Said budget shall be submitted to the Board for consideration and adoption. Budget adoption shall %r require positive consent of the number of Board Members necessary to represent a minimum of Fifty -One Percent (51%) of the fair share participation in the Authority. W 7.2 Special Budgetary Consideration A. The budget adopted by the Board shall consist of: Page 14 MetroCities Fire Authority Agreement 71 w 1. A Communications Center operations and capital outlay component, which shall provide for the personnel, maintenance and operations support, and capital acquisitions necessary for the joint operation of the Communications Center as described in Section 5.1 and 5.2. 2. A Member(s) specific communications operations component, which shall provide for the maintenance and operation of the w Member specific Communications Equipment described in Section 5.2 (C). 3. A Capital Improvement Project component, which shall provide for the acquisition or replacement of major Communications Equipment items or fund major Communications Center related projects. 4. A Communications Equipment capital reserve component, which shall be deposited into a common designated reserve account designed to defray future replacement costs of major components of the Communications Equipment. 5. A Member(s) specific Communications Equipment replacement component, which shall be deposited into a Member specific designated reserve account designed to defray future replacement costs of Member specific Communications Equipment. 6. If the Board elects to establish a liability reserve fund as provided for in Chapter VIII, the amount of the fund, and the amount of annual contribution to the fund, shall be those amounts established by the Board. B. Except as provided in Section 6.3 the contributions of Members shall be used to defray the costs and expenses associated with the budget. Special assessment(s) can be levied from time to time provided approval of the legislative body of each Member is first obtained. C. Each Member's annual contribution to the budget shall be determined by adding the following: (i) Communications Center operations component, less the amount identified in the City of Anaheim budget for facility rental, %' multiplied by that Member's fair share percentage; (ii) That portion of the Member's Specific Operations Component attributable to that Member's specific Communications Equipment; w (iii) The Capital Improvement Project component multiplied by that Member's fair share percentage; Page 15 MetroCities Fire Authority Agreement W w (iv) A Communications Equipment Capital reserve component multiplied by that Member's fair share percentage; (v) That portion of the Member's specific Communications Equipment replacement component attributable to that Member; (vi) That Member's share of the administrative expenses which shall be calculated by multiplying the amount of reimbursement by that Member's share of the communications operations and Member specific operations component of the budget; and (vii) The cost of risk financing, as provided for in W Section 8.2, multiplied by that Member's fair share percentage. 7.3 Disbursements The treasurer shall draw checks or warrants upon the approval and written order of the Board. The Board shall requisition the payment of funds only upon approval of such claims or disbursements in accordance with the rules and regulations adopted by the Board. 7.4 Accounts All funds shall be placed in accounts and the receipt, transfer or disbursement of funds during the term of this Agreement shall be accounted for, in accordance with generally accepted accounting principles applicable to W governmental entities. There shall be strict accountability for all funds. All interest earnings, revenues and expenditures shall be reported quarterly to the Board. 7.5 Expenditures Within Approved Annual Budget All expenditures shall be within the limitations of the approved annual budget or as amended by the Board. Amendments to the approved annual budget shall require positive consent of the number of member " agencies necessary to represent a minimum of Fifty -One Percent (51%) of the fair share participation in the Authority. rr Page 16 MetroCities Fire Authority Agreement W CHAPTER VIII LIABILITYANSURANCE w 8.1 Liabilities The debts, liabilities and obligations of the Authority shall not be considered the debts, liabilities or obligations of any Member, except as otherwise provided in this Chapter. 8.2 Indemnification/Hold Harmless A. The Authority shall defend, indemnify and hold harmless each Member, its officers, agents, employees, representatives and volunteers w from and against any loss, injury, damage, claim, lawsuit, liability, expense, or damages of any kind or nature arising out of or in connection with the performance of services pursuant to this Agreement. The Authority shall finance its obligation pursuant to this Subsection by establishing a liability reserve fund, by purchasing commercial insurance, by joining a joint powers insurance authority OPIA), and/or by requiring that assessments be paid by each Member pursuant to this Subsection. In the event that the Authority's financial obligations to indemnify, defend and hold harmless, pursuant to this Subsection, exceed the liability reserve fund and the proceeds from any applicable insurance or JPIA coverage maintained by the Authority (hereinafter "Unfunded Liability"), each Member hereby agrees to indemnify and hold harmless the Authority for such deficiency in accordance with the following: In the event an Unfunded Liability arises, the contribution of each Member shall be in an amount equal to the total Unfunded Liability multiplied by that member's percentage of the budget as specified in Section 6.1. W B. The Authority, its officers, agents, contractors, employees, representatives, Staff, and volunteers (hereinafter, for the purposes of Subsection 8.2.13 and 8.3, collectively referred to as "Emergency Dispatchers"), shall not be liable, in any manner, to any Member, or to an officer, official, or employee of any Member, for any loss, injury, damage, claim, lawsuit, liability, expense, or damages which may be incurred by, or brought against a Member which is providing any type of emergency response service undertaken by any Member pursuant to a call, dispatch, or instruction (by whatever name called) issued by, or on behalf of, the Emergency Dispatcher, regardless of whether or not such liability may have arisen, in whole or in Page 17 MetroCities Fire Authority Agreement part, by the negligent acts, conduct, or omissions of one or more of the Emergency Dispatchers. C. Each Member shall assign to the Authority its rights, title, and interest to recover damages from any third party, to the extent that the Authority has met its obligations to such Member pursuant to this Section 8.2. D. Should any Member utilize the Communications Center for its own individual purposes, outside the scope of the Authority, such Member shall indemnify, defend, and hold harmless the Authority and other Members from all claims, demands, actions, liability, or damages of any kind �r or nature, arising out of such use. E. No provision of this Agreement shall be construed as to require any party to obtain or maintain liability or other insurance coverage not otherwise required by law. w� 8.3 Waiver Except as provided in Section 8.2, each Member waives and gives up any claim against, or right to sue, the Authority, or its respective officers, V employees, Staff, agents, contractors, representatives or volunteers for any loss, damage or injury that arises out of, or is any way related to, such Member providing any type of emergency response service pursuant to a call, dispatch, or instruction issued by, or on behalf of, the Emergency Dispatcher, do regardless of whether or not such liability may have arisen, in whole or in part, by the negligent acts, conduct or omissions of one or more of the Emergency Dispatchers. This waiver extends to liability for bodily injury or property damage that may be sustained by any Member or its officers, V employees, contractors, or agents, and which was proximately caused, in whole or in part, by the negligent act, conduct or omission of the Authority, its respective officers, employees, Staff agents, contractors, representatives or volunteers. However, this waiver does not extend to bodily injury or property damage caused by an unlawful, fraudulent or willful act or omission of the Authority or its officers or employees. w Page 18 MetroCities Fire Authority Agreement W CHAPTER IX ADMISSION AND WITHDRAWAL OF MEMBERS r 9.1 New Members Public entities may become Members in the Authority upon such terms and conditions as may be specified by the Board. New Members shall pay a surcharge to be determined by the Board at the time of application. �r 9.2 Withdrawal A Member may withdraw from the Authority at the end of any fiscal year and terminate its rights and obligations pursuant to this Agreement by giving written notice of its intention to terminate to the secretary of the Board no later than December 31 prior to the termination of the fiscal year in which the Member intends to withdraw, The written notice shall be accompanied by a resolution or minute order of the legislative body of the Member specifying its intent to withdraw from the Authority. Withdrawal of a Member, however, shall not relieve the withdrawing Member of its proportionate share of any debts or other liabilities incurred by the Authority prior to the effective date of such withdrawal, or any liabilities imposed upon or incurred by the Member pursuant to this Agreement prior to the effective date of such withdrawal, and such withdrawal shall result in the forfeiture of all rights and claims of the withdrawing Member to any repayment of contributions or advances or other distribution of funds or property after withdrawal, including distribution in the event of termination of the Authority, except Member Specific Communication Equipment, provided the withdrawing Member pays all costs of removal. 9.3 Breach The Board shall have the authority to terminate the Membership of any Member in the event the Member materially breaches its duties pursuant to this Agreement. For the purposes of this Section, the term "material breach" shall include, without limitation, a failure to fund the budget in accordance with the Chapter VI, the failure to make any contribution or pay any assessment when due, and the failure to defend or indemnify other Members as required in Chapter VIII. The Board shall give the Member notice of the breach and the right to cure the breach within thirty (30) days of the notice. In the event the Member fails to cure the breach Page 19 MetroCities Fire Authority Agreement 0 W within thirty (30) days, the Board shall have the right to immediately terminate the Membership. Termination of the Membership of Member a for %0 breach shall not relieve the terminated Member of its proportionate share of any debts or other liabilities incurred by the Authority prior to the effective date of such termination, or any liabilities imposed upon or incurred by the Member pursuant to this Agreement prior to the effective date of such %r termination. However, such termination shall result in the forfeiture of all rights and claims of the terminated Member to any repayment of contributions or advances or other distribution of funds or property after termination, including distribution in the event of termination of the 'w Authority, except Member Specific Communication Equipment, provided the terminating Member pays all costs of removal. CHAPTER X TERMINATION AND DISPOSITION OF ASSETS 10.1 Termination The Authority shall continue to exercise the joint power specified in this Agreement until termination of this Agreement. This W Agreement shall terminate if five (5) or more Members give the Authority written notice of their intention to withdraw as specified in Section 9.2 or if the Members mutually agree to terminate this Agreement. No termination of the Authority shall occur until all of its debts, liabilities, and obligations and 'r other evidence of indebtedness are paid or adequate provision for such payment is made in accordance with the resolution of the Authority. No termination of the Authority shall occur which is contrary to the language, spirit or intent of any contract or agreement entered into by the Authority with the U.S., the State of California, or any department, administration or agency of either. 10.2 Distribution of Property A. All capital equipment purchased as part of this Agreement, shall be assigned an "operating life" by the Board. The Board shall also designate equipment which is critical or non -critical to the operation of the facilities. Upon termination of this Agreement, all capital %0 equipment either functioning within its operating life or beyond, shall be appraised by an independent appraiser and equipment designated as critical Page 20 MetroCities Fire Authority Agreement W w may be purchased first by the City of Anaheim and then by any Member agency. Non -critical capital equipment may be purchased by any Member agency based on procedures adopted by the Board. Capital equipment not purchased by Member agencies, shall be sold to the public at appraised value or at public auction. The proceeds of all sales shall be paid to each Member pursuant to their fair share percentage as determined for the most recent fiscal year. B. Upon termination of this Agreement, all capital equipment purchased prior to this Agreement, as specified in Section 2.2.A, 2.2.I3, 2.2.C, 2.21) and 2.2E shall be returned to the Member. C. In the event of termination of the Authority, any remaining funds, property or other assets of the Authority, following discharge of all debts, liabilities and obligations of the Authority, shall be distributed to the Members for any un-reimbursed advances, contributions, or W in -lieu contributions made or given to the Authority by such Members, and distributed to all Members on the same basis as the annual distributions to Members under this Agreement. CHAPTER XI MISCELLANEOUS 11.1 Amendments Except for Sections 6.2, 7.1, 7.5, 8.2 and 8.3, this Agreement may be amended with the approval of a majority of the Members. Amendments to Sections 6.2, 7.1 and 7.5 shall require positive consent of the number of Board Members necessary to represent a minimum of Fifty -One Percent (51%) of the fair share percentage as determined for the most recent fiscal year in the r Authority. Amendments to Sections 8.2 and 8.3 shall require the unanimous consent of the Board. No amendments to this Agreement may be made which would adversely affect the interests of the owner of bonds, letters of credit, or other financial obligations of the Authority. 11.2 Notice Any notice or instrument required to be given or delivered pursuant to this Agreement shall be deemed given when personally delivered to the Member or the Authority, or deposited in the United States Page 21 MetroCities Fire Authority Agreement CJ mail, first class postage pre -paid, and properly addressed to the principal office of the Member or the Authority. 11.3 Partial Invalidity If one or more of the Chapters, Sections, paragraphs or provisions of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, each and all of the remaining Chapters, Sections and paragraphs shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by Iaw, provided, the remaining Sections or provisions can be construed in substance to constitute the Agreement the Parties intended in the first instance. wr (Rest of page left intentionally blank.) wr rJ wr d w Page 22 MetroCities Fire Authority Agreement 40 • • • a IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed unattested by their duly authorized officers, and to have their official seals affixed hereto as of the date first stated above. Dated: ap• I Cr CITY OF ANAHEIM, e-(��- l� `f/ By- M YOR ATTEST: APPROVED AS TO FORM: By: By: aW6� L.,ek=. CITY CLERK CITY ATTORNEY Dated: CITY OF FOUNTAIN VALLEY By: YO ` ATTEST: APPROVED AS TO FORM: y: By: CITY 4ERK CITY ATTORNEY Dated: CITY OF FULLERTON By: �T� h idAA M4- MAYOR A rTrST: APPROVED AS TO FORM: BY Y� CITY CLERK CITY ATTO JEY Page 23 MetroCities Fire Authority Agreement Dated: May 28 1996 CITY OF GARDEN GROVE Z_ zz=Az�_ By: MAYOR -ATTEST: APPROVED AS TO FORM: AAA By: Bv:- 9 t %f 10� 61f Y CLERKK CITY ORNEY rr W Dated:_ _` /99�_ CITY OF HUNTINGTON BEACH By: W MAYOR 60 ATTEST: APPROVED AS TO FORM: By: 4.By: �—Q q s 16 CITY CLERK Ir CITY ATTORNEY oIj`� R-9 031f Dated: w O. U ATTEST: �L'�aR��r '" B� i7'l • /`� � CITY CLERK CITY OF NEWPORT BEACH By-- \J_A_� MAYOR By: AS TO FORM: ATTORNEY Page 24 MetroCities Fire Authority Agreement %0 W lbo w w 00 w Un 40 Dated: -22!ft o-7-1 . /,9 f0 ATTEST: By: CITY CLERK CITY OF ORANGE By. 11 OR APPROVED AS TO FORM: By: I X CITY ATTORNEY Page 25 MetroCities Fire Authority Agreement