HomeMy WebLinkAboutCC Res 4364 1995-01-23
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RESOLUTION NUMBER ..t/3 hL/
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A RESOLUTION OF THE CITY COUNCil. OF THE CITY OF SEAL BEACH
APPROVING THE JOINT POWERS AGREEMENT CREATING THE ORANGE
COUNTY FIRE AUTHORITY AND AUTHORIZING THE APPOINTMENT OF A
REPRESENTATIVE AND AN ALTERNATE TO THE BOARD OF DIRECTORS
WHEREAS, the City of Seal Beach has an agreement for fire protection and suppression
services with the Orange County Fire Department; and
WHEREAS, the City of Seal Beach on September 12, 1994 approved participation with the
cities and the county in the formation of a fire authority pursuant to Article I,
Chapter 5, Title I of the Government Code of the State of California to assume the
services that are now perfonned by the Orange County Fire Department; and
WHEREAS, on December 6, 1994, the County Board of Supervisors approved the Joint
Powers Agreement Creating the Orange County Fire Authority attached and
incorporated as Exhibit A, subject to the execution of that Agreement by all
member cities, including the City of Seal Beach; and
WHEREAS, the cities have detennined to proceed with the Authority as the Orange County
bankruptcy filing makes it even more important to protect restricted fire assets and
have control over costs.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Seal Beach, does
by this resolution, hereby:
1.
Approve the Joint Exercise of Powers Agreement Creating the Orange County
Fire Authority attached and incorporated as Exhibit A.
2.
Authorize the appointment ofa member of the City Council as its representative
on the Authority and a member of the City Council as the alternate representative.
AYES:
PASSED, APPROVED AND ADOPTED by the City Council
meeting thereofhe1d on the ~ ',L., day of
the following vote:
e City of Seal Beach at a
1995, by
Councilmembers
NOES:
Councilmembers
ABSENT:
Councilmembers
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Resolution Number ~,~
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Joanne M. Yeo, City Clerk of Seal Beach, California, ~o hergby certifY that the foregoing
resolution is the original copy of Resolution ~ber 4'gj; I,? on file in the office of the City
Cl<>k, ,...." ""'""'" ...."". 'l" by tire ~ of... CAy of"" ._ " . """"
m . g thereo on ) day 0 ~~5.
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Resolution Number L/.:i64
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JOIN'l' POWERS AGREBMBIft'
CRBATING '1'BB
ORANGE COUR'l'Y PIR! AtJ'l'HORI!l'f
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Resolution NUmber
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RECITALS
AGREEMEN'l'
ARTICLE I.
ARTICLE II.
ARTICLE III.
ARTICLE IV.
ARTICLE V.
ARTICLE VI.
TABLE OF CONTENTS
POWERS AND PlJRPOSES
1. Authority created
2. Purpose of the Agreement J
COIIIIIIOn Power to be Exercised
3. Effective Date of Po:r:mation
4. Powers
ORGANIZATION
1. Kembership
2. Designation of Directors
3. Principal Office
4. Meetings
5. QuorumJ Voting
6. Executive CODIIIIittee
7. Officers
8. Minutes
9. Rules
10. Fiscal Year
11. Assent of llelllberlf
12. CODIIIIittees
13. Additional Officers and EmployeesJ
Contract Services
'l'RANSI'BR OP FIRE OPERATIONS
1. List of Assets and Liabilities
2. Transfer of County Assets and
Liabilities
a. Personnel
b. Assets
c. Reserves
d. Contracts
e. Records
3. Authority AssWllption of Liability
l"tJRDING OF PIRE OPERATIORS
l. General Budget
2. Expenditures for the Approved
Budqet
3. Contributions for Budgeted Amounts
a. Structural Pire Fund
b. Cash Contract Cities
and John Wayne Airport
c. Termination
4. Equity
S. Approval of Bonded Indebtedness
6. Authority Cooperation
ACCOOR'l'ING AND AUDITS
1. Accounting Procedures
2. Audit
PROPBR'l'Y RIGB'l'S
1. Project Facilities and Property
2. Disposition of Assets Upon
Termination
3. Liabilities
4. Indemnification and Insurance
Paaelsl
1, 2
3
3
3
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3, 4
4, 5, 6
6
6
6, 7
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7, 8
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9
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10
10
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10, 11
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11
11, 12
12
12
13
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13, 14
15
15
16
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16, 17
17
17, 18
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19
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19, 20
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20, 21,
22, 23
Resolution.~~mber
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ARTICLE VII. WITHDRAWAL AND ADDITION OF HEMElERS 23
1. City Member Withdrawal 23
2. Addition of New City Members 24
3. Withdrawal of County 24
4. Property of Wi thdrawinq Members 24, 25
ARTICLE VIII. TRANSITION TO AUTHORITY 25
I ARTICLE IX. IIO'1'ICE OF AGRBBKDT 25
1- Initial Notice 25'
2. Additional Notices 25
3. Notice to Members 2S
4. A1lIendment 26
S. Beadinqs 26
6. Severability 26
7. No Continuinq Waiver 26
8. SucceS80rs 26
9. No Third Party Beneficiary 26, 27
SIGHA'l'URB PAGES 28
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Resolution Number
43-h1
.lOIe PD,,~S AGRBBDN'l'
CRBM'ING DB
ORANG! COun:a::a: FIRE AU'l'HORITY
This Agreement is made this day of , 1994 by
and between the following public entities (COllectively, the
"members"), BUENA PARK, CYPRESS, DARA POle, IRVINE, LAGUNA HILLS,
LAGUNA NIGUBL, LAKE FOREST, LA PALlIA, LOS ALAMITOS, KISSION VIEJO,
PLACENTIA, SAN CLB1IBN'1'E, SAN JUAN CAPIS'l'RANO, SEAL BEACH, STAN'l'ON,
'rOSTIN, VILLA PARK AND YORBA LINDA ( collectively, the "Cities") and
the COUN'rY OF ORANG! (the "County").
RECI1'ALS
A. County operates the Orangoe County Pire Department (the
"Fire Department"), which presently provides fire protection,
prevention and suppression services and related and inci~ental
services to Cities, as well as to the unincorporated area of the
County and State areas of responsibility ("SRA").
B. Cities and County agree that the level and quality of
services are excellent and Ilg%ee that the Fire Department's
operational control should be continued with the current Director
of Pire Services.
c. County agrees that Cities require additional policy input
into and direction over the costs of such services and use of
structural fire fund tases levied therefor.
D. Cities and County have studied and discussed policy input
and cost control for over three years and have dete%1llined that
creation of a joint power entity to administer fire service
operations and delivery serves their needs for policy input and
cost control.
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Resolution Number ~r
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E. Each member is a public agency as defined by Government
Code Section 6500 et seq. and is authorized and empowered to
contract for the joint exercise of powers common to each member.
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F. '.rhe members now wish to j9intly exercise their powers to
provide for mutual fire protection, prevention and suppression
services and related and incidental services, including but not
limited to, creation, development, ownership and operation of
programs, facilities, and funds therefor through the establishment
of the "Orange County Fire Authority" (the"Authority").
NOW, '.rBBREFORE, in consideration of the mutual promises set
out, the parties agree as follows =
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AGRBBKBN'.r
AR'.rICLE I.
POWERS AND PTJRPOSBS
1.
Authoritv Created..
'.rhe Authority is fo:rmed by this
Aqreement pursuant to the provisions of Article l, Chapter 5,
Division 7, '.ritle 1 (cO"""encing with Section 6500) of the
Government Code of the State of California. 'lbe Authority shall be
a public entity separate from the parties hereto and its debts,
liabilities and obligations shall not be the debts, liabilities and
obligations of its members.
2. PurDase of t:he Aar-+'I c.-....... Powers to be Exercised.
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Bach "'.....~ individually has the statutory ability to provide fire
suppression, protection, prevention and related and incidental
services including but not limited to emergency medical and
transport services, as well as providing facilities and personnel
for such services. '.rhe purpose of this Aqreement is to jointly
exercise the foregoing common powers in the IIIIlnner set forth
herein.
Resolution Number ~
3. BffBctive Date of Pormation. The Authority shall be
formed as of Pebruary 3, 1995, Dr such later date as aqreed to in
writinq by all the members (the "Bffective Date"), provided that
the Authority has met the insurance requirements set forth in
Article VI, Section 4(d) below and has become enrolled as a member
in the Oranqe County Employees Retirement System (OCBRS).
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4. Powers. Pursuant to and to the extent required by
Government Code Section 6509, the Authority shall be restricted in
the exercises of its powers in the same Mnner as is a qeneral law
city. The Authority shall have the power to do any of the
followinq in its own name:
( a ) '1'0 exercise the cOllllllOn powers of its members in
providinq fire suppression, protection, prevention
and related and incidental services.
(b) '1'0 make and enter into contracts, includinq
contracts with its ........"-rsJ notwithstandinq, the
Authority MY not. enter into real property
development aqreements.
(C) To assume Fire Department contracts relatinq to
fire suppression, protection, prevention and
related and incidental services.
(d) '1'0 negotiate contracts with represented and
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unrepresented employees.
(e) '1'0 employ such agents, employees and other persons
as it deems necessary to accomplish its purpose.
(f) To lease, acquire, hold and dispose of property.
(q) To invest surplus funds.
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(h) To incur debts, liabilities, or obliqations.
provided that all bonded indebtedness, certificates
of participation or other lonq-term debt financinq
require the prior consent of the members as set out
in Article IV hereof.
(i) To sue and be sued in its own name.
Resolution ~umber
4%9
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( j ) To apply for grants, loans, or other assistance
from persons, firms , corporations, or governmental
entities.
(k) To use any and all financing mechanisms available
to the Authority, subject to the provisions of
Article IV hereof.
(1) To prepare and support legislation related to the
purposes of the Aqreement.
(m) To lease, acquire;. construct, operate, maintain,
repair and manage new or existing facilities as
well as to close or discontinue the use of such
facilities.
(n) To levy and collect payments and fees for services,
provided that paramedic or ambulance user fees
shall be approved by the member(s) affected.
(0) To impose new special taxes or assessments as
authorized by law to the extent allowed by law, and
in coordination with the underlying jurisdiction.
(p) To provide related services as authorized by law.
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(q) To contract for the services of attorneys,
consultants and other services as needed.
(r) To purchase insurance or to self-insure and to
contract for risk management services.
(s) To adopt rules, regulations, policies, bylaws and
procedures governing the operation of the
Authority.
ARTICLE II.
ORGANIZATION
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1. V-h4Irship. '.rhe Dl8Jllbers of the Authority shall be the
original parties hereto which have not withdrawn from the
Authority, and such other cities as may join the Authority after
execution of this Agreement. Hew JD8IIIbers may join on the terms and
conditions set out in Article VII hereof.
Resolution Number ~t I
2. Desianation of Directors. Before the Effective Date,
each member by resolution of its governing body shall designate and
appoint one representative to act as its director on the Authority
Board of Directors (the "Board"), except the County whose Board of
Supervisors shall appoint two representatives to act as its
directors. Bach representative shall be a current elected member
of the governing body. Bach director shall hold office from the
first meeting of the Board after appointment by the member's
governing body for a tam of four (4) years or for a lesser tem as
detecmined under 4(a) of Article II, or until the selection of a
successor by the appointing body. Bach III8IIIber shall also appoint
an alternate to act in each director's absence. Each alternate
shall be a current elected representative of the governing board of
the member. Each director and alternate shall serve at the
pleasure of hi.s or her appointing body and may be removed at any
time, with or without cause, at the sole discretion of that
appointing body. Any vacancy shall be filled in the same manner as
the original appointment of a director and/or alternate. No
director or alternate will receive compensation from the Authority
for hi.s or her services. with approval of the Board, a director or
alternate may be reimbursed for reasonable expenses incurred in the
conduct of the business of the Authority.
3. PrinciD&l OfV-ce. The principal office of the Authority
shall be the Fire Department's Water Street headiJuarters or as ID&Y
be otherwise designated by the Authority from time to time.
4 . llIletinas .
(a) The first and organizational meeting of the
Authority shall be held at its principal office on the Effective
Date. At that meeting, the Soard may detm:mine whether to adopt a
rotation system of two (2) and four (4) year teJ:mS to provide for
increased continuity on the Board and shall classify themselves
into any groups selected.
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Resolution Number
4~#
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(b) The Board shall meet at the principal office of the
Authority or at such other place as may be designated by the Board.
The ttme and place of the regular meetings of the Board shall be
dete:rmined by resolution adopted by the Board, and a copy of such
resolution shall be furnished to each party hereto. All Board
meetings, including regular, adjourned and special meetings, shall
be called, noticed and held in accordance with the Ralph M. Brown
Act, Section 54950, et seq. of the Government Code (the "Brown
Act") as it may be amended. from time to time.
5.
Quorum 1 VotinG.
A majority of the directors shall
constitute a quorum for the purpose of the transaction of business
relating to the Authority. Bach director, or alternate in the
absence of any voting director, shall be entitled. to one vote.
Unless otherwise provided. herein, a vote of the majority of those
present and qualified to vote shall be sufficient for the adoption
of any motion, resolution or order and to talce any other action
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de_ed appropriate to
Authority.
carry
forward
the
objectives
of
the
6.
Bxecutive ".-mittee.
At its first meeting, the Board
shall elect from among its mamh9rs an Bxecutive Committee of five
e 5) or seven e 7) members, one of which shall be a County
. Supervisor, and shall designate the funct.i.ons to be performed by
the Bxecutive Committee, as allowed by law.
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7. Officers. At its first meeting, the Board shall elect
from among its members a chair and vic_chair and thereafter at the
first meeting in each succeeding fiscal year the Board shall elect
or re-elect a chair and vice-chair. In the event that the chair or
vice-chair ceases to be a director, the resulting vacancy shall be
fillecl in the same lIIllJUler at the next regular meeting of the Board
held after such vacancy occurs. In the absence or inability of the
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chair to act, the vice-chair shall act 4S chair. The chair, or in
his or her absence the vice-chair, shall preside at and conduct all
meetings of the Board. The Board shall appoint a secretuy to the
Resolution Number ~I
Authority who may be a member of the Board or an employee of a
member. The chair, vice-chair and secretary each shall hold office
for a period of one (l) year.
8. Xinutes. The secretary of the Authority shall provide
notice of, prepare and post agendas for and keep minutes of
regular, adjourned regular, and special meetings of the Board, and
shall cause a copy of the minutes to be forwarded to each director.
The secretary will otherwise perform the duties necessary to ensure
compliance with the Brown Act and other applicable rules or
regulations.
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9. Rules. The Board may adopt from time to time such
bylaws, rules and regulations for the conduct of its affairs that
are. ~ot in conflict with this Agreement, as it may deem necessary.
10. :rheal '1'-.... The Authority's fiscal year shall be July
1 of each year, or in the year of its formation, the Bffective
~~, to and including the following June 30.
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11. Assent of v-htlrs. The assent or approval of a member in
any IIIIltter requiring the approval of the governing body of the
_t.er shall be evidenced by a copy of the resolution of the
governing body filed with the Authority.
12. C-4tt_s. The Board IIIIlY establish standing or ad hoc
cOllllllittees or subcODSittees composed of Board -hers, staff and/or
the public to lIIllke rec""""'9ftdations on specific ..tter..
13. Additional Officer. and ~IOY_.1 Contract Service..
Ca) Pursuant to Government Code Sections 6505.5 and
6505.6, the Board shall appoint an officer or employee of the
Board, an officer or employee of a -_.. public agency or a
certified public accountant to hold the offices of treasurer and
auditor for the Authority. Such person or persons shall possess the
powers of and shall perforJI the treasurer and auditor function. for
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-Resolution NUmber.~~
the Authority required by Government Code Sections 6505, 6505.5,
~ 6505.6, including any subsequent amendments thereto. Pursuant
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~ Government Code Section 6505.1, the secretary and the auditor
ilnd treasurer shall have charge of certain propeR)' of the
Authorit)'. !'he treasurer and auditor shall assure that there shall
_I be -strict accountabilit)' of all funds and reporting of all receipts
and disbursements of the Authority. The treasurer, auditor and
secretary shall be required to file an official bond with the Board
in an amount which shall be established by the Board. Should the
existing bond or bonds of any such officer be extended to cover the
obligations provided herein, said bond shall be the official bond
required herein. '1'he premiUDIB on any such bonds attributable to
the coverage required herein shall be appropriate expenses of the
Authority.
(b) '1'he Board shall appoint general counsel and special
counsel to the Authority to serve as necessary.
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( c ) '1'he Board may contract with a .......-r to provide
necessary administrative services to the Authority as appropriate.
Any administrative duties also may xotate from year to year.
AR'1'ICLE III.
'lRANsrBR or rIU OPERA'1'IONS
1. List of Assets and Lia~~!ities. An up-to-date list of
all rire Department personnel, employment agreements, pension
agreements, assets (including but not limited to real property,
.equipment, Fire Department reserves, contracts and deposits) and
I all known liabilities (including but Dot limited to tort and
workers compensation cases and claillls) shall be prepaxed by the
transition team during the transition referred to in Article VIII
below.
2. Transfer of Count;v Assets and L.f.abiULties. Bffective as
of the date of Authority fOrmBtion, County shall transfer to the
Resolution Number /3&L./.
Authority all assets and liabilities of the Pire Department,
exclusive of the Weed Abatement and Hazardous Materials Program
Office and their personnel (the Asset Transfer), as further set out
in this Article.
(a) Personnel.. The parties agree that the Authority is
the successor employer to the County by operation of law, including
for retirement and pension purposes. On the Effective Date, each
and every employee of the Pire Department shall become an employee
of the Authority on exactly the same terms and conditions as set
forth in the County's existing Xemoranda of Understanding
( -HOO' s - ) , employment agreements and all other applicable
employment rules, requiations, ordinances and resolutions. The
Board shall forthwith adopt and ratify such HOO' s, employment
agreements, and employment rules, regulations, ordinances and
resolutions for each of the Authority employees and shall take such
other and further actions as authorized and necessary to implement
this subparagraph (a). The Board also shall take all necesBary
steps to confirm continuation of ........hA'rship in the County's 1937
Act Retirement system on the same terms and conditions.
(b) Assets. All Fire Department assets, including and
not limited to real property, including the Pire Headquarters
complex located at 180 South Water Street in Orange (but excepting
the four deactivated fire stations located at 1502 South Greenville
Street, Santa AnaJ 12962 Dale Street, Garden GroveJ 521 North
Figueroa Street, Santa AnaJ and 31411 La Matanza Street, San Juan
Capistrano) and personal property and equipment and apparatus,
whether or not located at fire stations, the Pire Headquarters
complex, on equipment or otherwise shall transfer to the Authority
in their -as is- condition as of the Effective Date. As part of
the consideration for the County's Asset Transfer and contribution
to the Authority of its SFP from the unincorporated area, the
Authority shall assume the Pire Department's obligation for payment
of $14.5 million to the County for purchase of Fire Department
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. Resolution Number ~t/-
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assets. The parties acknowledqe~tpat $8.2 million remains owinq,
and that the Authority shall make a $4.1 million payment by June
30, 1995 and a $4.1 million payment by June 30, 1996.
(C) Reserves. All Fire Department reserves, includinq
the Fire Depar1:ment's Fund l30 continqency, as shown in the
County's 1994-95 Final Budqet, shall transfer, unencumbered, to the
Authority as of the Bffective Date.
(d) Contracts. Except for the BRA aqreement with the
California Department of Forestry and Fire Protection ("CDF"), all
ezistinq County agreements and contracts involvinq the Fire
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Department or its personnel, includinq but not limited to contracts
with Structural Fire Fund and cash contract Cities, mutual aid
agreements, automatic aid agreements, County island aqreements, and
entry, access and roadwork aqreements, shall be assigned to the
Authority as of the Bffective Date, with any service or obliqation
to be provided or perfomed thereafter by the Authority. A list of
all such contracts shall be developed. durinq the transition period.
The Authority aqrees to assWlle all of County's obliqations, duties
and liabilities under said aqreements and contracts. With respect
to contracts between County and the Structural Fire Fund Cities and
cash contract Cities, each City lDeIIIber hereby aqrees to the
assiqnment to the Authority and aqrees to release County as of the
Bffective Date frOlll any further obliqations to any City member
under said contracts upon assiqnment. As part of the consideration
for the County's Asset Transfer anq contribution to the Authority
of its SFF frOlll the unincorporated area, the Authority aqrees to
subcontract with County for the provision of services to all areas
within the County which have been desiqnated as SRAB or enter into
another arrangement on such tems as are acceptable to the CDF and
I the County. As additional consideration for the County's Asset
Transfer and contribution of its SFF frOlll the unincorporated area,
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the Authority further aqrees to contract with the County for the
Authority'S provision of services to the County's unincorporated
area~ and for the Authority'S provision of aircraft rescue fire
fiqhtinq service to John Wayne Airport.
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Resolution Number l3.kf
(e) Records. Any and all business records and files,
whether computer records, hard copy, microfilm or fiche, historical
data, rosters, personnel records, organizational charts, job
descriptions, deeds, easements, equipment logs, warranties, manuals
and so forth, necessary or helpful to provide services shall be
transferred by the County to the Authority during the transition
period .
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3. Authori tv AJlsmmtion of Li~li tv. In further
consideration for the County's Asset Transfer and contribution of
its SF!' from the unincorporated area, the Authority shall assume
responsibility for any and all loss, litigation, liability, injury,
damage, claim, demand, and tort or workers compensation incidents
that occur on or after the Effective Date. The County shall retain
responsibility and liability for any and all such incidents that
occur prior to the Effective Date and shall retain all risk
ID&nag8lllent reserves that have been set aside for such prior
incidents. The Authority may contract with the County to receive
risk management services on such terms as agreed to by the
Authority and the County. Notwithstanding, the Authority
acknowledges that it shall not be entitled to become a member of
the County's self-insurance pool. without the County's written
consent.
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ARTICLE IV.
FUNDING OF FIR! OPBRATIONS
1. General Budq8t. Within sixty (60) days after the first
meeting of the Board, a general budget for the first fiscal year
shall be adopted by the vote of a majority of all of the directors.
The initial buciqet and each succeeding budget shall include, but I
not be limited to, the followings (a) the general administrative
expenees, operating expenses and necessary reserves of the
Authority to be incurred during the pm:iod covered by the budqet1
and (b) the allocation of costs amonq the members of the Authority
in the amounts necessary to cover the buciqet itesu set out in l(a)
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Resolution Number ~~
above. Thereafter, at or prior to the last meeting of the Board
for each fiscal year, a general budget shall be adopted for the
ensuing fiscal year or years by a.vote of at least a majority of
all of the directors of the Board. A written budget performance
report shall be presented to the Board.
2 . JlXl)8ncU. tures for the AnDroved Budaet. All expenditures
within the designations and limitations of the approved general
budget shall be ID&de on the authorization of the Board. for general
budget expendi.tures without further action. No expenditures in
excess of those budgeted shall be made without the approval of a
majority of all of the directors of the Board.
3. Cont:r1butions for Budaeted Jl.ftItmftts.
(a) structural Fire !'undo County receives Structural
Fire Fund (-SFF-) from the unincorporated area and all member
Cities except Stanton, Tustin, San Clemente, Buena Park, Placentia
and Seal Beach. On behalf of the Cities receiving SFF, and the
unincorporated area, County shall pay all SFF it receives to the
Author! ty to meet buc:lqet expenses and fund reserves in accordance
with the County's normal tax apportionment procedures pursuant to
the California Revenue and Taxation Code and the County's tax
apportionment schedules.
(b) cash Contract Cities and John WaYne Airoort. As
part of its annual budget process, the Authority shall determine
UIOunts owing frOlll Buena Park, Placentia, San Cl-.nte, Seal Beach,
Stanton, 'l'ustin, other member cash contract Cities, and frOlll the
County for service to the John Wayne Airport. Such UIOunts are due
and payable within sixty (60) days of receipt of a billing
therefor. For the first three (3) fiscal years of the Authority'S
existence, the Authority shall l1mit any increase in annual costs
for its service to cash contract Cities to no more than the annual
percentage change in the cost of fire system operations consistent
Resolution Number f-3b I
with the cost calculation methodology in place on the Effective
Date, and for service to the County for the John Wayne. Airport to
amounts consistent with the cost calculation methodology in place
immediately prior to the Effective Date.
(C) Termination. Pailure by any member to ID&ke payments I
when due constitutes grounds for expulsion from the Authority.
Prior to expulsion, the Authority shall provide written notice of
its intention to and expel such -her if payment is not recei vecl
within sixty (60) days of the date of such notice. Any member
shall remain liable for payment of its proportional share of any
bonded indebtedness of the Authority incurred prior to the date of
its expulsion.
4. Baui tv. The County and each -her City shall be member
agencies in equal standing in the Authority. It is understood that
the cost of service shall not be adjusted by reason of equity for
any ........her agency for a period of three (3) fiscal years from the I
effective date of Authority formation. After the Authority's first
three fiscal years, any new annual adjustment to the cost for fire
services to each member for reasons of equity must be fair and
equitable to all members and ID&Y not exceed two (2) percent of the
member's immediately prior annual contribution. Upon approval of
twc-thirds of all of the directors of the Board, another method may
be utilized in lieu of the foregoing fonmla as long as such method
is fair and equitable to all m~hers.
5. ~oval of Bond~ Indebtedn.... Prior to any Authority
resolution authorizing the issuance of any bonded indebtedness,
each """"Iber shall approve any bonded indebtedness to be incurred by I
the Authority. Any withdrawing member shall remain responsible for
payment of its proportional share of any bonded indebtedness it has
approved. As used herein, "bondecl indebtedness. does not include
short-te:rm tax anticipation notes with a one-year (or shorter) te:rm
which the Authority may authorize by a majority vote of all of the
directors of the Board.
Resolution Number
43~L/
6. Aut:horitv eOODeration. '!'he Authority agrees to fully
cooperate with each of t:he members in pursuing federal and state
clatms for emergency response retmbursements.
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.ARTICLE V.
.ACCOtJB'l'ING AND AUDITS
l. Accountina Procedures. Pull books and accounts shall be
maintained for t:he Aut:hority in accordance wit:h practices
established by, or consistent with, t:hose utilized by the
Controller of t:he State of California for like public entities. In
particular, t:he Aut:hority's auditor and treasurer shall comply
strictly with requirements governing joint powers agencies, Article
1, Chapter 5, Division 7, Title 1 of t:he Government Code of the
State of California (commencing wit:h Section 6500).
2. Audit. '!'he records and accounts of the Aut:hority shall
I be audited annually by an independent certified public accountant
and copies of t:he audited financial reports, wit:h t:he opinion of
t:he independent certified public accountant, shall be filed with
the county Auditor, the State Controller and each m-wer wit:hin six
(6) mont:hs of t:he end of t:he fiscal year under examination.
.ARTICLE VI.
PROPDTT RIGH'tS
1.
Pro1ect ..acll1.ties and ProDertv.
On and after t:he
Effective Date of the Aut:hority, all real and personal property,
including but not limited to, facilities constructed, installed,
I acquired or leased by t:he Aut:hority, apparatus and equipment,
personnel and ot:her records and any and all reserve funds shall be
held in the nlUDe of t:he Authority for the benefit of the members of
t:he Aut:hority in accordance with the terms of this Agreement.
Resolution Number ~,,/
2. MSDosUion of AIIsets Upon '1'ermination. '1'he Authority
may vote to terminate this Agreement, or termination will occur if
only one JII8IlIber is left in the Authority. If termination occurs,
all surplus money and property of the Authority shall be conveyed
or distributed to each JII8IlIber in proportion to all funds provided
to the Authority by that member or by the County on behalf of that
member during its ...-hoarship, whether SPF or cash contract amounts.
Bach IIIBIIIber shall execute any instruments of conveyance necessary
to effectuate such distribution' or transfer. In any such
distribution, the amount of SPF derived from each incorporated or
unincorporated city areas shall be considered as received from that
..-her in the same manner as cash contract payments have
contributed to surplus assets.
3. ~abilities. Bzcept as otherwise provided herein, the
debts, liabilities and obligations of the Authority shall be the
debts, liabilities or obligations of the Authority alone and not of
the parties of this Agreement.
4. In"-1.f~ation and InB-.u:ance.
(a) hcept as provided in Article VI, Section 4 (e)
below, from and after the Bffective Date, the Authority shall
defend, indemnify and hold harmless the County and each of the
Cities and their officers, employees, agents and representatives
with respect to any loss, damage, injury, claim, demand, litigation
or liability and all expenses and costs relating thereto (including
attorneys' fees) arising out of or in any way related to the
performance of services pursuant to this Agreement.
(b) Except as provided in Article VI, Section 4 (e)
below, from and after the Effective Date, the Authority shall
defend, indemnify and hold harmless the County and each of the
County's officers, employees, agents and representatives with
respect to any loss, damage, injury, claim, demand, litigation or
liability and all ezp&nses and costs relating thereto (including
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Resolution Number
~t/
attorneys' fees) arising out of or in any way related to any Fire
Department contract or agreement assumed by or otherwise
transferred to the Authority.
(c) Except as provided in Article VI, Section 4 (e)
below, from and after the Effective Date, the Authority shall
defend, indemnify and hold harmless the County and each of the
County's officers, employees, agents and representatives with
respect to any loss, damage, injury, claim, demand, litigation or
liability and all expenses and costs relating thereto (including
.attorneys' fees) arising out of or in any way related to any Fire
Department asset to be transferred to the Authority, including but
not limited to real property, personal property, equipment and
apparatus.
(d) From and after the Effective Date, the Authority
shall maintain during the term of this Agreement, workers
compensation insurance as required by law and, in addition, general
comprehensive liability insurance in the minimum limit of
$5,000,000 combined single limit per occurrence and annual
aggregate. Bach of the Authority -hlars shall be named as an
additional insured on the general comprehensive liability policy.
Alternatively, the Authority may self-insure. Prior to the
Bffective Date, the Authority shall provide the County with
certificates of insurance or proof of self insurance evidencing the
coverage referred to in this Section 4(d). Such insurance is a
condition precedent to performance under this Agreement, and until
the Authority obtains insurance as provided for in this Section
4 (d), perfoDlaJ1ce under this Agreement is excused and no JllEllllber
shall have any right against any other ........her in equity or law.
(e) From and after the Bffective Date, the County shall
defend, indemnify and hold hB%m!ess the Authority and each City
1l'-ber and their officers, employees, agents and representatives
with respect to any loss, damage, injury, claim, demand, litigation
or liability and all expenses and costs relating thereto (including
.Resolution Number la"l
attorneys' fees) arising out of the Fire Department's actions or
omissions prior to the Effective Date hereof which are related to
. the provision of fire services or to the administration of Fire
Department contracts, facilities, sites or assets, and which may
include past, present or ongoing, or any future release of any
hazardous DIllterial, hazardous substance or hazardous waste as
defined under state and federal law or regulation. The Authority
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and the Cities agree that the County's obligations under this
Section 4(e) shall only apply to costs, losses, damage, injuries,
claims, demands, litigation or liabilities for which a written
claim has been received by the County prior to February 3, 2000.
(f) Rothwi thstanding Article VI, Section 4, the members agree
that no immunity available to the County or the Cities under state
or federal law or regulation shall be waived with respect to any
third party claim.
ARTICLE VII.
WI'l'BDRAWAL AND ADDITION OP DHBBRS
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l. Ci tv V_ha.,. Wi thelrawal. No City ..._ha~ DIllY withdraw its
participation in the Authority for three (3) years from the
Effective Date, or three (3) years from the date on which it
initially becomes a m-her. After that three (3) year period, any
withdrawing City J1BDber DIllY give written notice to the Assessor and
State Board of Bqualization by November 30 of any year pursuant to
Government Code Section 54902 and by Resolution to the County by
the succeeding March 1 pursuant to Government Code Section 25643
and such other notices as are required by laws then in effect, of
its intent to withdraw as of the end of that fiscal year. That
withdrawal DIllY be subject to property tax transfer negotiation as
required by applicable law. Any withdrawing City member shall
remain liable for payment of its proportional share of any bonded
indebtedness of the Authority incurred prior to the date of its
withdrawal.
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~esolution Number
~b~
2 . Add~1r1on of New C1 tv V....h"llrs. Any non-member City ID&Y
join the Authority upon consent of a ID&jority of all of the
directors of the Board and agreement to terms and conditions
determined by the Board. A new City member ID&Y be required to
I transfer to the Authority its fire facilities and assets or to
. reimburse the Authority for a proportionate share of facilities
which the new City will utilize. As a condition of membership, a
city may also be required to accept responsibility for a proportion
of the debts~ obligations, and liabilities of the Authority from
its transferred facilities, to the extent agreed upon by the
Authority and the new member at the time of JIleIIIbership. The
Authority Board may determine to waive all or part of such
contribution requirements in return for an offsetting transfer of
the new member's fire facilities and assets to the Authority.
3. 1U- thdrawal of Cauntv. County may not withdraw from the
Authority for three (3) years from the Effective Date, and
Ithe~eafter may withdraw from the Authority only upon notice to
- Authority by November 30 of any year to pexmit negotiation of the
property tax transfer pursuant to Revenue and 'laxation Code
Sections 95 and 99 before Dec.mer 31, and thereby to enable Cities
to give notice of withdrawal under Government Code Section 25643.
In the event of withdrawal, the County shall remain liable for
payment of its proportional share of any bonded indebtedness of the
Authority incurred prior to the date of its withdrawal.
4. prcmertv of Wi thdraw1na v....ha",s. Any withdrawing member
may negotiate with the Authority for retui:n or repurchase of any
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stations and equipment serving that member's jurisdiction.
AR'lICLZ VIII.
'tRANSI'lION TO AtrmORITY
'lhe cities and County shall designate a transition team to
tmplement the transfer of assets and liabilities hereunder, to
Resolution Number ~~/
prepare for the Authority's organizational meeting, and to direct
the transition of administrative services from the County to the
Authority.
AIlTICLB IX.
NOTICB OP AGRBBMBH'l'
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1. In~i_l Botice. Upon' the Effective Date of this
Agreement, the Authority shall timely file with the Orange County
Clerk and the Office of the Secretary of State the information
required by Government Code Sections 6503.5 and 53051.
2. Additional Notices. Upon any amendments to this
Agreement, the Authority shall prepare and timely file with the
Orange County Clerk and the Office of the Secretary of State the
information required by Government Code Sections 6503.5 and 53051.
3. Notice to v_....'rs, Notice to members shall be deemed
g,iven when mailed to them, first class, postage prepaid, or faxed
to the address/or fax no. set out by their signatures.
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4. Ame.."",...t. This Agreement may not be amended or modified
ezcept by a written agreement signed by all of the -....rs. This
Agreement represents the sole and entire agreement between the
parties and supersedes all prior agreements, negotiations and
discussions between the parties hereto and/or their respective
counsel with respect to the subject matter of this Agreement.
5. Beadincrs. The headings in this Agreement are for
convenience only and are not to be construed as modifying or I
ezplainlng the language in the .ection referred to.
6. SeverahilJJix. Should any part, te%1ll, or provision of
this Agreement be determined by a court to be illegal or
unenforceable, the remailUng' portions or provisions of this
Agreement shall nevertheless be c~ried into effect.
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Resolution Number ~~~
7. No Con'tinuina Waiver. No waiver of any 'term of condition
of this Aqreement shall be considered a continuing _iver thereof.
8. Successors. This Agreement shall inure 'to the benefit of
and be binding upon any successors or assigns of the members. No
m~hAr may assign any right or obligation hereunder without 'the
written consent of a majori'ty of all of the directors of the Board.
9.
NO Tbird Par'tv Beneficiary.
The members agree 'that
except as provided in Art:icle IX, Section 8 above, the provisions
of this Agreemen't are no't intended 'to direc'tly benefit, and shall
not be enforceable by, any person or entity not a party to this
Agreement.
IN WITNESS THEREOF, the parties hereto have caused this
Agreement to be executed and attested by their duty authorized
officers as of the date first above written.
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DATE: OZ~1LA~ 61~ Jt}9~
CITY OF SEAL BEACH
.yd~~
Mayo
ATTES'l':
\
y
/.'
(
Resolution Number ~
Dated:
lEe '194
SIGNED AND CBR!'IFIBD mA'1' A
COPY OF 'J.'BIS DOCOIIBIf.r lIAS SBD
D2LIVBRBD m DB l"R1l "'lAB OF
~ SOAJtD
_:,lcit~fe;:~iaOr&
'" County of Oranqe. Califo:mJ.a
RO'l'ICE 1'0 COUNTY OJ' ORDGB !L'O BE .
GIVBN rol
BJUfIB SCBNBIDER
COtnll'n ADlUIIIS'l'ItMIVB OI'l'ICBR
P.O. BOX 22014
~ AKA, CA 92702-20l4
FAX: (714) 834-3018
APPROVED AS '1'0 rOlUb
TERRY C. ANDRUS, COUNTY COtJNSBL
By P< E. _ -:JY~k _
Ann B. Pletcher. Deputy
Dated, //~/iJr
COUNTY OF ORANGE, a political
subdivision of the State
of California
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rhaf_A1l_0f_its B
Supervisors .
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