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HomeMy WebLinkAbout*AGMT - Westcomm (Employment Services) •1 1 • AGREEMENT FOR EMPLOYEE SERVICES THIS AGREEMENT Fp EMPLOYEE S I E9 ( "Agreement ") is made an entered into this / day of ' �_ , 1997 ( "Effective Date "), by and among the City of ypress ( "Cypress "), the City of Los Alamitos ( "Los Alamitos "), the City of Seal Beach ( "Seal Beach "), and the West Cities Communications Center Joint Powers Authority ( "Westcomm"). Cypress, Los Alamitos, and Seal Beach are collectively referred to herein as the "Cities." R E C I T A L S • A. Cypress, .Los Alamitos, and Seal Beach are charter or general law cities, and Westcomm is a joint powers authority formed by the Cities pursuant to Government Code Section 6506 and that certain West Communications Center (Westcomm) Joint Powers Authority Agreement by and among the Cities, dated December 23, 1996 (the "JPA Agreement "). Westcomm is a public entity separate and apart from the Cities. B. Westcomm was formed for the purpose of equipping and operating a facility to provide emergency call receiving and dispatching services to the Cities. Each of the Cities, pursuant to the JPA Agreement, agreed to cease independently operating dispatch services and to receive such services through Westcomm. C. The Dispatchers have been enrolled in the California Public Employees Retirement System ( "PERS "). Westcomm, however, cannot immediately offer PERS enrollment to the Dispatchers because certain actuarial and other analyses must first be completed by PERS. These studies and analyses may take up to 18 months to complete. In the meantime, Westcomm is obligated to commence providing dispatch services to the Cities. D. The purpose of this Agreement is to enable Westcomm to meet its obligation while at the same time enable the Dispatchers to continue enrollment in PERS in the interim period while PERS is conducting and completing the actuarial and other analyses. To accomplish these goals, the Cities intend to terminate the employment of approximately eighteen (18) people serving as dispatchers (the "Dispatchers ") and Cypress has agreed to employ, on an interim basis, the Dispatchers and to continue the Dispatchers' enrollment in PERS provided that Westcomm indemnify, defend, and hold harmless Cypress from liability, and further that upon completion of the PERS studies and analyses, the Dispatchers will cease being employed by Cypress and will be hired as employees of Westcomm to perform the same dispatching functions. 394/017943 - 0001/3099595.2 a08128/97 • A G R E E M E N T NOW, THEREFORE, in consideration of the foregoing Recitals and the covenants hereinafter contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Recitals Incorporated. The Recitals to this Agreement are incorporated herein and made a part hereof. 2. Employment of Dispatchers and Dispatch Administrator; Compensation; Personnel Rules and Regulations; Employee Bargaining Unit. (a) Upon the commencement of this Agreement and within a reasonable time thereafter, the Cities, including Cypress, shall terminate the Dispatchers currently in their respective employ, and Cypress shall extend to such Dispatchers offers of employment as municipal employees of Cypress consistent with the terms of this Agreement. (b) Cypress shall also employ, on a fulltime basis, a Westcomm Dispatch Administrator, who shall direct and control the Dispatchers. The Westcomm Dispatch Administrator shall be compensated as determined by Westcomm in consultation with Cypress. (c) The Dispatchers shall be compensated and entitled to the benefits set forth in the Salary and Benefits Resolution adopted by Westcomm. The Dispatchers shall further be subject to the Westcomm Personnel Rules and Regulations. (d) All employee discipline and grievances shall be controlled by the Westcomm Personnel Rules and Regulations to the extent legally permissible. (e) In the event the Dispatchers desire to form a bargaining unit under the Meyers - Millias -Brown Act, Cypress, to the extent legally permissible, agrees to allow such a separate unit to be formed to allow the Dispatchers to negotiate wages, hours, and working conditions with Cypress while under Cypress' employ, or directly with Westcomm in anticipation of transition to Westcomm employ. Westcomm agrees to participate in the formation of such a bargaining unit and in the meet and confer process to the extent legally permissible. 3. Location of Employment; Supervision; Services. (a) Until the transition to the Westcomm facility. the Dispatchers will operate from the Cities' respective dispatch facilities. (b) The Dispatch Administrator shall supervise and direct the work of the Dispatchers. The parties hereto acknowledge that during the time the Dispatchers are working at the Cities' 394/017943 - 0001/3099595.2 a08128197 -2- f • respective dispatch facilities there will be need for cooperation and some degree of control by the police departments of the respective Cities. The Dispatch Administrator shall have the authority to delegate supervision and control functions to the respective Cities' police departments as appropriate to carry out the purposes of this Agreement and Westcomm's mission. Scheduling shall be arranged between the Dispatch Administrator and each of the Cities. (c) The Dispatchers, while employed by Cypress, shall perform dispatch services in accordance with the practices and procedures established by Westcomm and in all other respects be responsible for carrying out the mission of Westcomm. 4. Compensation to Cypress. Westcomm shall reimburse Cypress as follows: (a) on a monthly basis for all costs incurred by Cypress in employing the Dispatchers and the Dispatch Administrator, including, but not limited to, salary and other monetary compensation, workers compensation benefits payments and premiums (or self - insurance costs), health and accident insurance, disability and life insurance, and PERS contributions; (b) for all workers' compensation benefits arising out of claims filed by the Dispatchers and Dispatch Administrator while employed by Cypress pursuant to this Agreement, including those benefit Cypress may be required to pay beyond the expiration or earlier termination of this Agreement; and (c) for all judgments, costs, and fees (including attorney's fees and costs, expert witness fees, and pre - litigation and litigation fees) arising out of or in connection with any claims brought by any of the Dispatchers or Westcomm Dispatch Administrator. Westcomm shall promptly reimburse all amounts due Cypress, but in no event later than thirty (3 0) days after such amounts are due. 5. Indemnification. Westcomm, Los Alamitos, and Seal Beach, jointly and severally, agree to and shall indemnify, defend, and hold harmless Cypress and its City Council and all the City Council appointed groups, committees, boards, and any other City Council appointed bodies, and elected or appointed officers, servants, employees, ,agents, representatives and volunteers (collectively hereinafter "Cypress and Cypress Personnel ") against any and . all actions, suits, claims, damages liabilities, including legal costs and attorney's fees and expert witness fees, whether or not suit is actually filed, and any judgment rendered against Cypress and /or Cypress Personnel (hereinafter, collectively, "Claims ") that may be asserted or claimed by any person, firm, or entity arising out of or in connection with (i) Cypress' employment of the Dispatchers, or any of them, and /or Dispatch Administrator, (ii) the work, operations, activities, or omission of the 394/017943 - 0001/3099595.2 a08/28197 -3- .t • • Dispatchers, or any of them, and Dispatcher Administrator, while in the employ of Cypress, (iii) the formation or attempted formation by the Dispatchers of a bargaining unit under the Meyers- Millias- Brown Act or any other applicable law, and (iv) the termination of the Dispatchers from their current positions and hiring by Cypress as municipal employees. 6. Westcomm Indemnification of Los Alamitos and Seal Beach. Westcomm shall indemnify, defend, and hold harmless Los Alamitos and Seal Beach with respect to Los Alamitos' and Seal Beach's indemnification obligation to Cypress; provided, however, that nothing in this Section 6 shall in any manner affect or reduce the obligation of Los Alamitos and Seal Beach, jointly and severally, to indemnify Cypress as set forth in Section 5. 7. Term and Termination by Westcomm; Termination by Cypress. (a) This Agreement shall terminate no later than forty- five (45) days after Westcomm receives notice from PERS that Westcomm is entitled to enroll its employees in the PERS system. Westcomm shall give not less than ten (10) days' notice to Cypress, Los Alamitos, and Seal Beach of the scheduled date of Westcomm's termination of this Agreement, provided, however, that such termination date shall not be earlier.than the date Cypress may legally terminate the employment by Cypress of the Dispatchers affected. Upon such termination of employment with Cypress, the Dispatchers shall be offered employment with Westcomm. (b) Notwithstanding subsection (a) of this Section 7, Cypress shall have the right, but not the obligation, to terminate this Agreement and terminate the employment of the Dispatchers if, within two (2) years of the Effective Date of this Agreement, PERS declines to enroll the Dispatchers or has taken no action to make such enrollment determination. 8. Legal Actions. The Municipal and Superior Courts of the State of California in the County of Orange shall have the exclusive jurisdiction of any litigation between the parties arising out of this Agreement. This Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, any party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. The rights and remedies of the parties are cumulative and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by any other party. Service of process on each party hereto shall be made in the manner required by law for service on a public entity. 394/017943 - 0001/3099595.2 a08/28/97 -4- + • _111 9. Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by any other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary such other party's consent to or approval of any subsequent act. Any waiver by any party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 10. Attorneys' Fees. If any party to this Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Agreement, the party /ies prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees and expert witness fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, and all other necessary costs the court allows which are incurred in such litigation. 11. Non - liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of Westcomm or any of the Cities shall be personally liable in the event of any default or breach, or for any amount which may become due, or for breach of any obligation of the terms of this Agreement. 12. No Presumption For or Against Drafter. This Agreement shall be interpreted as if drafted by all of the parties hereto and no presumption shall apply for or against any of the parties hereto with respect to the drafting of this Agreement. 13. Execution of Documents. The City Managers of the Cities and the Executive Director of Westcomm, after all legally required action by their respective governing bodies, shall have the authority to sign this Agreement on behalf of their respective entity, and to sign such additional agreements and documents that are necessary and desirable to implement the terms and purposes of this Agreement. 14. Effective Date. The Effective Date of this Agreement shall be latest of the dates set next to the signatures below after all of the parties hereto have signed the Agreement, which date shall be inserted into -the preamble to this Agreement. 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original when the Agreement has been signed by all the parties hereto. [end - signature page follows] 394/017943- 0001/3099595.2 a08/28/97 -5- IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the Effective Date. "CYPRESS" CITY OF CYPRESS Date: 4)'AS. 7I By: City nager "LOS ALAMITOS" CITY OF LOS :4M' TOS Date: ` >� A ` i 1 BY: /AL ty Manag: r "SEAL BEACH" CITY OF SE BEACH • q Date: By: A Oi.u.CA? C ty Manager "WESTCOMM" WEST CITIES COMMUNICATIONS JOINT POWERS AUTHORITY Date: g "o23 - 17 By: �� AO Executive D 'ec r 394/017943 - 0001/3099595.2 a08128/97 -6-