HomeMy WebLinkAboutCC AG PKT 2008-01-14 #J
e AGENDA REPORT
DATE: January 14, 2007
TO: Honorable Mayor and City Council
FROM: David Carmany, City Manager
SUBJECT: Renewal of OCFA Joint Power Authority Agreement
SUMMARY OF REOUEST:
This item IS submitted to request approval of the Orange County Fire Authority's First
Amended JOint Powers Authority (JPA) Agreement.
BACKGROUND:
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The Orange County Fire Authonty (OCFA) was formed in 1995 to provide reglOnal fire
protection and related services to the County of Orange and 18 member clbes.
Subsequent to formation, four additional cities have become members of the OCFA. The
original JPA agreement was mnended on September 23, 1999, and the Authonty
currently operates pursuant to that Amended JP A Agreement.
The Amended JPA Agreement covers an mitiall0-year term of July 1. 2000 through
June 30, 2010 OCFA staff Initiated discussions with all members this past year In an
attempt to reach agreement for a renewed JPA Agreement well in advance of the 2010
expiration date. The renewal process was started early to allow time to gather mput from
all member agencies, to Include substantial participated by members In developing the
proposed terms, and to enable collaborative work without the pressure of an ImIIllnent
deadline.
FINANCIAL IMPACT:
OCFA's member agencies pay for fire services through two different pay structures. A
general knowledge of the two mfferent pay structures is helpful in order to understand the
changes that are being proposed by OCFA for JPA renewal.
SIXteen of OCF A's 23 member agencies pay for fire services through the Stnlctural Fire
Fund and 7 pay through Cash Contracts. The City of Seal Beach is a Cash Contract
member.
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Agenda Item .:T
The Structural Fire Fund IS maintllIned by the County of Orange and was in place pnor to
Proposition 13. A fire tax (Included in the one percent basIc levy) is collected by the
County from property owners in these 16 junsdictions, accumulated In the Structural Fire
Fund, and then pllId to the OCFA for fire serVIces.
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Cash Contrsct cities were not originally part of the Structural Fire Fund pnor to
Proposition 13, and therefore these 7 JunsdJ.cbons do not have a fire tax as a portion of
their 1 % property tax levy flOWing to the OCF A. Instead, these 7 cities pay for fIre
services by contract With the Authority through quarterly cash payments. The cash
contract charges are based on the Authonty's annual budget, and include a cap provision
which governs the maximum amount the contract charge can increase each year.
ISSUES IDENTIFIED FOR RESOLUTION _
OCFA staff inibally identified the following two areas of concem to be addressed with
the JP A renewal, both of which are financial in nature.
1. Service charges pllId by cash contract cities have fallen 10-15% short of
OCFA costs due to annual cost increases exceeding the cap on annual
adjustlnents.
2.
Also, as a result of the cap on annual Increases, cash contract cities have not
been contributing to vehicle replacement.
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OCFA staff then met individually with members of each agency to soliCit mput regardJ.ng
addJ.tional areas of concern that should be addressed. Member agencies consistently
reported a high level of sabsfaction with OCFA services and they reported no addJ.tional
Issues, other than those Cited above, for resolution with the renewal process.
DEVELOPMENT OF PROPOSED TERMS
The proposed renewal terms were jOintly developed by OCF A staff and a City
Manager/County working group. The working group Included the OCFA City Managers'
Technical Advisory Committee, the City Managers' Budget and Finance Committee, the
County's Assistant CEO, all City Managers that have been With OCFA since inception,
and all Cash Contract City Managers. Tlus working group successfully developed the
following proposed terms for renewal.
· Term of renewed JPA is 20 years, With an option to withdraw at each lO-year
interval
· Cash contract city payment shortfalls will be amorUzed over the first 10 years
· The cap on annual increases for cash contract cities will increase to not-to-exceed
4.5%
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. The cap will include a recapture provision, wherein increases above the cap will
be banked for future recapture in subsequent years when cost increases are less
than the cap
. Contributions to vehicle replacement, station maintenance, and amortized
shortfall payments will be added to cash contract city charges outside of the cap
calculation - - - - ,.--
. PeriodJ.c administranve reViews will be conducted every five years to review
actual cost Increased compared to the cap
o Automabc triggers are included to ensure that any future cash contrsct city
payment shortfalls that may develop can be addressed through the
administrative reviews every five years
. The eqwty provisions for Structural Fire Fund members are amended to add an
automanc allocation of 50% of the aVllIlable unencumbered fund balance to the
Structural Fire Fund Enbtlement Fund at every 10 year interval, unless the OCF A
IS expenencing fiscal hardslup
FIRST AMENDMENT TO AMENDED JOINT POWERS
AUTHORITY AGREEMENT
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The proposed First Amendment was drafted by OCFA General Counsel to reflect the
concepts that were developed by the working group (Attachment 1). A stnkeout copy of
the proposed FIrSt Amendment IS provided as Attachment 2 to facilitate reView of the
areas modified. In addJ.tion, the current Amended JOint Powers Authonty Agreement IS
provided for reference as Attachment 3.
The First Amendment has been reviewed and approved by our working group as a
consensus document. In addJ.bon, It was approved by the OCFA Board of Directors on
November 15, 2007. Following the OCFA Board's approval, the First Amendment must
be approved by two-thirds of the member agencies before it is deemed final.
There are numerous benefits to be achieved With this proposed renewal:
. Keeps all members together
. ProVideS long-term organizatll;lnat stability
. MlIIntllIns econoIll1es of scale with regional, high-quality service
. Brings cash contract city payments in line with costs, wlule softening the
impact of a large increase in the first year of a renewed contract
. Bwlds In several layers of protections to ensure OCFA can recover costs
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. Provides a revenue stream to fund vehicle replacements in cash contract
cities
. SustllIns the option to provide frre-related service enhancements to over-
funded Structural Fund members
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RECOMMENDATION:
Approve the submitted First Amendment to Amended Joint Powers Authonty
Agreement-Orange County Fire Authority (b:!t~hment).
NOTED AND APPROVED:
c:::'5h-~C
David Carmany, Clty~anager
Attachments'
1. First Amendment to Amended JOint Powers Authority Agreement
2. Strike-out VersIOn of First Amendment to Amended Joint Powers
Authority Agreement
3. Amended Orange-County First Authonty Joint Powers Agreement
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RESOLUTION NUMBER
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SEAL BEACH, CALIFORNIA APPROVING THE FIRST
AMENDMENT TO AMENDED JOINT POWERS AUTHORITY
AGREEMENT
WHEREAS, the Onmge County Fue Authorily (OCFA) was created as a JOInl Powers
Authonty on March I, 1994, and
WHEREAS, on September 23, 1999, the County of Orange and nmeteen Cll1es renewed
thelt Joml Powers Agreemenl for addll1onol 10 years and revised It to
assure a more eqUitable treatmenl of cosl and revenue as II relates to
service reeetved 10 each communily and an addtl1onol two Cll1es agreed to
hecome memhers under the Iem1S of the revised JP A, and
WHEREAS, the City of Seal Beach reeetves excellenlservtce from the OCFA
NOW, THEREFORE, BE IT RESOLVED thai the Clly Counc.1 of the CIty of Seal
Beach, Collforma, authonzes the CIty Manager to execule the agreemenl
PASSED, APPROVED and ADOPTED by the City Councll of the CIly of Seal Beach al
a regular meel1ng he1d on the 14th day of Janl181'V .2008 by Ihe followmg vole.
AYES Councllmember
e NOES. Councllmember
ABSENT: Councilmember
ABSTAIN: Councllmember
Mayor
ATTEST
City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH I
J, Linda Devme, City Clerk of the City of Seal Beach, California, do hereby cerI1fy thai
the foregmng resolul1on IS the original copy of ResolUl1on Number _ on file 10 the
office of the CIty Clerk, passed, approved. and adopted by the CIty Council of the CIty of
Seal Beach al a regular meeI1ng thereof held on the 14th day of Janl181'V .2008.
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CIty Clerk
.
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FIRST AMENDMENT TO AMENDED JOINT POWERS AUTHORITY AGREEMENT
ORANGE COUNTY FIRE AUTHORITY
This First Amendment ("Amendment") to the Amended Joint Powers Authonty
Agreement (herein referred to as "Agreement"), effective July 1, 2010, is made and
entered into by and between the following pUblic entities (collectively referred to as
"members"): Aliso Viejo, Buena Park, Cypress, Dana Point, Irvine, La Palma, Laguna
Hills, Laguna Niguel, Laguna Woods, Lake Forest, Los Alamitos, Mission Viejo,
Placentia, Rancho Santa Margarita, San Clemente, San Juan Capistrano, Seal Beach,
Stanton, Tustin, Villa Park, Westminster, and Yorba Linda (collectively referred to as
"Cities") and the County of Orange (referred to as the "County"), each of whom is a
member of the Joint Powers Authority, Orange County Fire Authority ("Authority').
RECITALS
WHEREAS, the Authority presently provides fire protection, prevention and
suppression services and related and incidental services to Cities as well as to the
unincorporated area of the County and State ResponSibility Areas ("SRA"), and
WHEREAS, the County and Cities had entered into a Joint Powers Authority
Agreement to form the Authority as of February 3, 1995 pursuant to the provisions of
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Article 1, Chapter 5, Division 7, Title I (commencing with Section 6500) of the e
Government Code of the State of California; and
WHEREAS, on September 23, 1999, the members entered into an amended
Joint Powers Authority Agreement ("1999 Amended Agreement") whiCh superseded all
prior agreements between the parties and is incorporated herein by reference; and
WHEREAS, the members wish to amend the 1999 Amended Agreement as set
forth below and extend all other unamended terms of said Agreement.
NOW THEREFORE, the members agree to amend the 1999 Amended
Agreement as follows:
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AGREEMENT
1. Article IV, Sections 3.B., C. and E. are amended to read as follows:
"B. Cash Contract Cities. As part of its annual budget process,
the Authority shall determine the amounts owing from cash contract Cities. This amount
shall be referred to as the "Service Charge." It shall consist solely of the annual cost for
operational services (i.e., General Fund costs) consistent with the cost calculation
methodology in place on the Effective Date of the Authority, or such later date as a cash
contract City became a member, and will include the annual percentage change in the
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cost of fire system operations. This amount shall be subject to the cap set forth in 3.E.
below. The Service Charge shall not include any of the following: (1) the amortized
installments of the 2010 Shortfall set forth and defined in Article IV, Section 3.B.; (2)
facilities maintenance costs, as defined in Article VI, Section 1.C.; (3) vehicle
replacement costs, as defined in Article VI, Section 1.0.; and (4) the Five-Year Shortfall
in excess of seven and one half percent (7.5%) owed by any City as set forth in Article
IV, Section 3.F. only in the first year that such payment is owed. Notwithstanding the
foregoing, the cost calculation methodology shall include the cost of any proportional
share of any long term debt repayment obligations. Cash contract Cities shall be billed
quarterly and in arrears for services after services have been performed and such
amounts are due and payable within thirty (30) days from receipt of a billing therefor.
Additionally and irrespective of the cap set forth in Article IV, Section 3.E.,
each cash contract City shall pay the "2010 Shortfall." The "2010 Shortfall" is the
difference between the actual Authority cost of operational services to the respective
cash contract City for fiscal year 200912010 and the capped cost of those services.
Beginning July 1, 2010, each cash contract City shall pay its 2010 Shortfall by means of
equal quarterly payments that will be amortized over the period of July 1, 2010 to June
30, 2020.
C. ParticiDation In Maintenance and ReDlacement Proarams. In
addition to the cost calculation methodology set forth in Section B. above, and
irrespective of the cap set forth in E. below, cash contract Cities shall pay (1) the cost of
participation in the Authority's facilities maintenance program as set forth in Article VI,
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Section 1.C., and (2) the cost of participation in the Authority's vehicle replace~ent I e
depreciation program as set forth in Article VI, Section 1.0.
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E. CaD on Annual Adiustments. Except for the costs excluded from
the Service Charge as set forth in Article IV, Section 3.B. and the costs set forth in
Article IV, Section 3.H. and Article VI, Section 1.8., no annual cost adjustment to the
Service Charge shall exceed four and one half percent (4.5%) of the annual cost for
operational servIces provided to the City for the preceding year In any year in which
the actual cost increase for operational services exceeds four and one half percent
(4.5%), the excess amount shall be recorded (I.e., banked) and paid in a subsequent e
year in which the Service Charge cost adjustment is less than the four and one half
percent (4.5%) cap. If only a portion of this excess amount can be paid in one year
while remaimng under the four and one half percent (4.5%) cap for that year, the
remainder shall be carried over from year to year until it IS paid in its entirety. D
2. Article IV, Sections 3.E.(1) and (2) are deleted.
3. Article IV, Section 3. F. shall be replaced With the following:
"F. Modifications to the Service Charae Beginning with fiscal year
201412015, and every five years thereafter, data will be compiled to review the actual e
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Authority cost for operational services for that fiscal year compared to the capped
Service Charge for each cash contract City for that year. The difference between these
amounts shall be referred to as the "Five-Year Shortfall."
The data will be reviewed and analyzed jointly by the City Managers'
Technical Advisory Committee and City Managers' Budget & Finance Committee to
confirm the amount of the Five-Year Shortfall, if any, and to determine whether that
amount has exceeded the percentage thresholds set forth below which would in turn
trigger an adjustment of the Service Charge. If, after reviewing the data which has been
compiled, the joint Committees and the Authority cannot agree on the calculations or
the data used to calculate the amount of the Five-Year Shortfall, the Authority reserves
the right to retain an independent auditor to review the calculations and data. The
independent auditor's results as to the calculated amount of the Five-Year Shortfall shall
be final and binding.
Modifications to the Service Charge, if any, shall be as follows. If the Five-
Year Shortfall is less than seven and one half p'ercent (7.5%) of the actual annual
Authority costs, for a cash contract City, no additional amounts shall be owed by the
City. If any Five-Year Shortfall exceeds seven and one half percent (7.5%), a cash
contract City shall pay for the portion of the shortfall necessary to reduce the shortfall
below seven and one half percent (7.5%). If the Five-Year Shortfall is between seven
and one half percent (7.5%) and fifteen percent (15%), the amount shall be paid In its
entirety in the following fiscal year. If the Five-Year Shortfall is more than fifteen percent
(15%), that amount shall be paid through equal amortized installments over the
subsequent five year period Payment of the Five-Year Shortfall in excess of seven and
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one half percent (7.5%) shall be excluded from the Service Charge only in the first year e
in which such payment is owed. The calculated Five-Year Shortfall amount paid shall
be added to the Service Charge in the subsequent years."
4. Article IV, Section 4.D. shall be added to read as follows:
"D. Notwithstanding the foregoing, 50 percent of any unencumbered
funds, as determined by the annual audited financial statements, shall be allocated to
the Structural Fire Fund Entitlement Fund at every ten year interval beginning with fiscal
year 2010/2011, unless it is determined by unanimous vote of the Directors
representing structural fire fund members that a fiscal hardship would thereby result.
Those monies shall be distributed in a manner consistent with the methodologies,
criteria and purposes described in this Section 4.A. through 4.C above In the event of
a finding of fiscal hardship, the 50 percent allocation shall be made during the
subsequent fiscal year unless another finding of fiscal hardship is determined as
described above."
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5. Article VI, Section 1. C. is amended to read as follows:
"C. Maintenance and ReDairs. Each cash contract City shall make an
initial payment to the Authority of $15,000 for each fire station within its jurisdiction for
maintenance and repairs. The Authority shall carry forward unspent amounts to the
next fiscal year. At the beginning of the fiscal year, said cities shall pay the Authority an
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e amount sufficient to bring its balance back to $15,000 for such station (referred to below
as the "Station's $15,000 Maintenance Account").
(1) Funds shall be expended in accordance with the following
procedure:
(a) Minor maintenance or repairs costing less than $1,000 are
funded through the cash contract City's base Service Charge and, therefore, shall be
paid by the Authority out of its General Fund. These repairs will not be charged to the
Station's $15,000 Maintenance Account.
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(b) Maintenance, repair, alteration, or improvement projects
greater than $1,000 but less than the remaining balance in the Station's $15,000
Maintenance Account shall be paid from the Station's Maintenance Account.
(c) Maintenance, repair, alteration, or improvement projects
exceeding the remaining balance in the Station's $15,000 Maintenance Account are
considered capital improvements and additional funding that is necessary to pay for
such improvements shall be the responsibility of the City.
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(2) At its discretion, a cash contract City with multiple fire stations may
allocate all or a portion of the balance of one Station's $15,000 Maintenance Account to
another station within the City provided the balance of each station be restored to
$15,000 at the beginning of the following fiscal year."
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6. Article VII, Sections 1.A. and B. are amended to read as follows:
"A. Term. Cities shall be members of the Authority for a 20-year term
commencing July 1, 2010. For Structural Fire Fund cities, the initial 20-year term shall
begin on July 1, 2010 and end on June 30, 2030. For a cash contract City, the first 20-
year term shall begin on July 1, 2010, only upon the consent of such City. Cash contract
Cities that do not give such approval by June 30, 2010 shall give notice of withdrawal to
the Clerk of the Authority by June 30, 2010, to be effective July 1, 2010. Failure to
provide such notice shall be deemed that City's consent to a 20-year term, beginning
July 1, 2010 subject to the ability to withdraw after the first ten years as set forth in
Section B. below.
B. SubseQuent Terms. Twenty-year membership terms shall e
automatically renew, on the same terms and conditions as the pnor term, and with the
same cap In effect in the last year of the prior term, except under the following
circumstances:
(1) Any city may give notice of Withdrawal by transmitting wntten notice
of such withdrawal to the Clerk: of the Authority prior to July 1 of the second to last year
of every ten-year interval of a twenty-year term (e.g., for the first ten-year interval, notice
must be given by July 1, 2018 to withdraw by June 30, 2020).
7. Article VII, Section 1.F. shall be added to read as follows:
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e "F. Neaotiatlon of Terms Upon Notice of Withdrawal. Upon providing notice
of withdrawal, a cash contract City may negotiate with the Authority regarding
modifications to its payment obligation. If the City and the Authority are unable to reach
agreement regarding modified payment terms, the balance of any shortfall that may
have accumulated during a City's ten-year period of membership shall be paid upon
withdrawal. .
8. Article VII, Section 3 is amended to read as follows:
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"3. Withdrawal of County. County shall be a member of the Authority
for a term of twenty years beginning on July 1, 2010 and continuing to June 30, 2030.
Said term shall automatically renew for successive terms in accordance with and
subject to the same proVisions and exceptions applicable to Cities in Section 1.8. and
C. In the event of withdrawal, the County shall remain liable for payment of the
Structural Fire Fund's proportional share of any bonded indebtedness of the Authority
incurred prior to the date of its withdrawal."
9. All tenns and conditions contained in this Amendment are incorporated by
this reference into the Agreement. This Amendment modifies the Agreement only as
expressly set forth above. This Amendment does not modify, alter, or amend the
Agreement in any other way whatsoever.
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Dated:
SIGNED AND CERTIFIED THAT A COPY
OF THIS DOCUMENT HAS BEEN
DELIVERED TO THE CHAIRMAN OF THE
BOARD
Darlene J. Bloom
Clerk of the Board of Supervisors
County of Orange, California
NOTICE TO COUNTY OF ORANGE TO BE
GIVEN TO:
Thomas G. Mauk
County Executive Officer
10 Civic Center Plaza
Santa Ana, CA 92701
APPROVED AS TO FORM-
Benjamin P. de Mayo
County Counsel
By:
Dated:
COUNTY OF ORANGE, a political
subdivision of the State of California
By:
Chris Norby
Chainnan of its Board of Supervisors
[Signatures Continued on Page 11J
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Dated:
ATTEST:
Linda Ruth
Interim City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Aliso Viejo
12 Journey, Suite 100
Aliso Viejo, CA 92656-5335
Phone:
Fax:
(949) 425-2500
(949) 425-3899
APPROVED AS TO FORM:
Best Best & Krieger LLP
By:
City Attorney
CITY OF ALlSO VIEJO
By:
Mark A. Pulone
City Manager
[Signatures Continued on Page 12J
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Dated:
ATTEST:
Shalice Reynoso
City Clerk
NOTICE TO CllY TO BE GIVEN TO:
City Manager
City of Buena Park
6650 Beach Blvd.
Buena Park, CA 90620
Phone:
Fax:
(714) 562-3500
(714) 562-3599
APPROVED AS TO FORM:
Richards Watson & Gershon
By:
City Attorney
CllY OF BUENA PARK
By:
Rick Warsinski
City Manager
[Signatures Continued on Page 13}
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Dated:
ATTEST:
Denise Basham
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Cypress
5275 Orange Avenue
Cypress, CA 90630
Phone:
Fax:
(714) 229-6688
(714) 229-0154
APPROVED AS TO FORM:
Aleshire & Wynder LLP
By:
City Attorney
CITY OF CYPRESS
By:
John Bahorski
City Manager
[Signatures Continued on Page 14J
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Dated:
ATTEST:
Kathy Ward
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Dana Point
33282 Golden Lantern
Dana POint, CA 92629
Phone:
Fax'
(949) 248-9890
(949) 248-9920
APPROVED AS TO FORM:
Rutan & Tucker
By:
City Attorney
CITY OF DANA POINT
By:
Douglas C. Chotkevys
City Manager
[Signatures Continued on Page 15J
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Dated:
ATTEST:
Sharie Apodaca
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Irvine
One Civic Center Plaza
Irvine, CA 92606-5208
Phone:
Fax:
(949) 724-6249
(949) 724-6045
APPROVED AS TO FORM:
Rutan & Tucker
By:
City Attorney
CITY OF IRVINE
By:
Sean Joyce
City Manager
[Signatures Continued on Page 16}
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Dated:
ATTEST:
Laurie Murray
City Clerk
NOTICE TO CllY TO BE GIVEN TO:
City Manager
City of La Palma
7822 Walker Street
La Palma, CA 90623
Phone:
Fax:
(714) 690-3333
(714) 523-7351
APPROVED AS TO FORM:
RUTAN & TUCKER
By:
City Attomey
CllY OF LA PALMA
By:
Dominic Lazzaretto
City Manager
[Signatures Continued on Page 17J
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CITY OF LAGUNA HILLS
Dated:
By:
ATTEST:
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Peggy J. Johns
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Laguna Hills
25201 Paseo de Alicia #150
Laguna Hills, CA 92653
Phone:
Fax:
(949) 707-2600
(949) 707-2614
APPROVED AS TO FORM:
Woodruff, Spradlin & Smart
By:
Gregory E. Simonian
City Attorney
Bruce E. Channing
City Manager
[Signatures Continued on Page 1 B}
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Dated:
ATTEST:
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Pam Lawrence
Acting City Clerk
NOTICE TO CITY TO BE GIVEN TO'
City Manager
City of Laguna Nlguel
27801 La Paz Rd.
Laguna Niguel, CA 92677
Phone:
Fax.
(949) 362-4380
(949) 362-4340
APPROVED AS TO FORM:
By:
Terry E. Dixon
City Attorney
CITY OF LAGUNA NIGUEL
By:
Timothy J. Casey
City Manager
[Signatures Continued on Page 19]
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Dated:
AlTEST:
Susan Condon
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Laguna Woods
24264 EI Taro Road
Laguna Woods, CA 92637
Phone:
Fax:
(949) 639-0500
(949) 639-0591
APPROVED AS TO FORM:
Burke, Williams & Sorensen
By'
City Attorney
CITY OF LAGUNA WOODS
By:
Leslie Keane
City Manager
[Signatures Continued on Page 20J
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Dated:
ATTEST:
Sherry Wentz
City Clerk
NOTICE TO CllY TO BE GWEN TO:
City Manager
City of Lake Forest
23161 Lake Center Drive, SUite 100
Lake Forest, CA 92630
Phone:
Fax:
(949) 461-3400
(949) 461-3511
APPROVED AS TO FORM:
Best Best & Krieger LLP
By:
City Attorney
CllY OF LAKE FOREST
By:
Robert C. Dunek
City Manager
[Signatures Continued on Page 21J
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Dated:
ATTEST:
Susan C. Vanderpool
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Los Alamitos
3191 Katella Avenue
Los Alamitos, CA 90720
Phone:
Fax:
(562) 431-3538
(562) 493-1255
APPROVED AS TO FORM:
Best Best & Krieger LLP
By:
City Attorney
CITY OF LOS AlAMITOS
By:
Dave Rudat
Interim City Manager
[Signatures Continued on Page 22J
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Dated:
ATTEST:
Karen Hamman
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Mission ViejO
25909 Pala, Suite 150
Mission Viejo, CA 92691
Phone:
Fax:
(949) 470-3000
(949) 859-1386
APPROVED AS TO FORM:
Richards Watson & Gershon
By:
City Attorney
CITY OF MISSION VIEJO
By:
Dennis Wilberg
City Manager
[Signatures Continued on Page 23}
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Dated:
ATTEST:
Patrick J. Melia
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Placentia
401 E Chapman
Placentia, CA 92870
Phone:
Fax:
(714) 993-8117
(714) 961-0283
APPROVED AS TO FORM:
Woodruff, Spradlin & Smart
By:
Thomas F. Nixon
City Attorney
CITY OF PLACENTIA
By.
Robert C. Dominguez
City Administrator
[Signatures Continued on Page 24J
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Dated:
ATTEST:
Molly McLaughlin
City Clerk
NOTICE TO CITY TO BE GIVEN TO'
City Manager
City of Rancho Santa Margarita
22112 EI Paseo
Rancho Santa Margarita, CA 92688
Phone:
Fax:
(949) 635-1800
(949) 635-1840
APPROVED AS TO FORM:
John E. Cavanaugh
City Attorney
CITY OF RANCHO SANTA MARGARITA
By:
Steven E. Hayman
City Manager
[Signatures Continued on Page 25]
SS4S84J
24
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Dated:
ATTEST:
Joanne Baade
Deputy City Clerk
NOTICE TO CllY TO BE GIVEN TO:
City Manager
City of San Clemente
100 Avenida Presidio
San Clemente, CA 92672
Phone:
Fax:
(949) 361-8322
(949) 361-8283
APPROVED AS TO FORM:
Rutan & Tucker
By:
City Attorney
CllY OF SAN CLEMENTE
By:
George Scarborough
City Manager
[Signatures Continued on Page 26}
554584 L
25
Dated:
ATTEST:
Meg Monahan
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Phone:
Fax:
(949) 443-6315
(949) 493-1053
APPROVED AS TO FORM:
Woodruff, Spradlin & Smart
By:
John R. Shaw
City Attorney
CITY OF SAN JUAN CAPISTRANO
By:
Dave Adams
City Manager
[Signatures Continued on Page 27J
SS4S84 I
26
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Dated:
ATTEST:
Linda Devine
City Cieri<
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Seal Beach
211 8th Street
Seal Beach, CA 90740
Phone:
Fax:
(562) 431-2527
(562) 431-4067
APPROVED AS TO FORM:
Richards Watson & Gershon
By:
City Attorney
CITY OF SEAL BEACH
By:
David N. Carmany
City Manager
[Signatures Continued on Page 28}
SS4584 I
27
Dated:
ATTEST:
Brenda Green
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Phone:
Fax:
(714) 379-9222
(714) 890-1443
APPROVED AS TO FORM:
Burke Williams & Sorensen
By:
City Attorney
CITY OF STANTON
By:
Jake Wager
City Manager
[Signatures Continued on Page 29J
SS4S84 I
28
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Dated:
ATTEST:
Pamela Stoker
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Phone:
Fax:
(714) 544-8890
(714) 832-0825
APPROVED AS TO FORM:
Woodruff, Spradlin & Smart
By:
Douglas C. Holland
City Attorney
CITY OF TUSTIN
By:
William A. Huston
City Manager
[Signatures Continued on Page 30}
SS4S84J
29
Dated:
ATTEST:-
Kenneth A. Domer
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Villa Park
17855 Santiago Blvd.
Villa Park, CA 92861
Phone:
Fax:
(714) 998-1500
(714) 998-1508
APPROVED AS TO FORM:
Rutan & Tucker
By:
City Attorney
CITY OF VILLA PARK
By:
Kenneth A. Domer
City Manager
[Signatures Continued on Page 31J
SS4SB4l
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Dated:
ATTEST:
Marian Contreras
City Clerk
NOTICE TO CllY TO BE GIVEN TO:
City Manager
City of Westminster
8200 Westminster Boulevard
Westminster, CA 92683
Phone:
Fax'
(714) 898-3311
(714) 373-4684
APPROVED AS TO FORM.
Jones & Mayer
By:
Richard D. Jones
City Attorney
CllY OF WESTMINSTER
By:
Ramon Silver
City Manager
[Signatures Continued on Page 32]
SS4S84.J
31
Dated:
ATTEST.
Kathie Mendoza
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Yorba Linda
4845 Casa Lorna Avenue
Yorba Linda, CA 92885-8714
Phone:
Fax:
(714) 961-7100
(714) 993-7530
APPROVED AS TO FORM.
Best Best & Krieger LLP
By'
City Attorney
SS4.584\
32
CITY OF YORBA LINDA
By:
Tamara Letourneau
City Manager
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Q.J'7fd.f''!" ;:I~~ vC'........rv'" "
FIRST AMENDMENT TO AMENDED JOINT POWERS AUTHORITY AGREEMENT
ORANGE COUNTY FIRE AUTHORITY
This First Amendment ("Amendment") to the Amended Joint Powers Authority
Agreement (herein referred to as "Agreement"), effective July 1, 2010, is made and
entered into by and between the following public entities (collectively referred to as
"members"): Ahso Viejo, Buena Park, .Cypress, Dana Point, Irvine, La Palma, Laguna
Hills, Laguna Niguel, Laguna Woods, Lake Forest, Los Alamitos, Mission Viejo,
Placentia, Rancho Santa Margarita, San Clemente, San Juan Capistrano, Seal Beach,
Stanton, Tustin, Villa Park, Westminster, and Yorba Linda (collectively referred to as
"Cities") and the County of Orange (referred to as the "County"), each of whom is a
member of the Joint Powers Authority, Orange County Fire Authority ("Authority").
RECITALS
WHEREAS, the Authority presently provides fire protection, prevention and
suppression services and related and InCidental services to Cities as well as to the
unincorporated area of the County and State Responsibility Areas ("SRA"); and
WHEREAS, the County and Cities had entered into a Joint Powers Authority
Agreement to form the Authority as of February 3, 1995 pursuant to the provisions of
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5454272
Article 1, Chapter 5, Division 7, Title I (commencing with Section 6500) of the e
Government Code of the State of California, and
WHEREAS, on September 23, 1999, the members entered into an amended
Joint Powers Authority Agreement ("1999 Amended Agreement") which superseded all
prior agreements between the parties and is incorporated herein by reference; and
WHEREAS, the members wish to amend the 1999 Amended Agreement as set
forth below and extend all other unamended terms of said Agreement
NOW THEREFORE, the members agree to amend the 1999 Amended
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AGREEMENT
1. Article IV. Sections 3.B.. C. and E. are amended to read as follows:
"B. Cash Contract Cities
As part of its annual budget process, the Authority shall
determine the amounts owing from cash contract Cities. SileR amellnts are aile aAa
payaBle \':ithiA tl:1irty (39) aaye ef r:eeel~t ef a BJlIIAlJ tl:1GFefer. SIlBjeet te thG eal'l set fGrtl:1
11'1 3. e. Belew, tl:1e .'\l:Itl:1enty shall make aA aelj\'!stmel'1t IA aAAllal eeete fer its sBwiee te e
545427'2
2
e saBA saRtr=aat CitieB ta l'eflest tRa anAyal per-sBRtagB sRaRge iA tRe sast af fir-e e;y-stem
apar=atiaRslhis amount shall be referred to as the "Service Charae." IUib.~U consist
solelv of the annual cost for oDerational services (Le.. General Fund costs) consistent
with the cost calculation methodology in place on the Effective Date of the Authority, or
tRe elate tRey sesame memsBFSsuch l;;Iter date as a casb contract City became a
member. and will incl!.!~ the annual oercentace chance in the cost of fire system
ODeratlons. Tbis amount ~~II pe subiect to the caD set forth In 3.E. ~li!low. The Service
,gharae shall not Include any of tbe followinc: (1) the amortized installments of .the 201Q
Shortfall set forth and defined in Articl~ IV. Section 3.B.: (2) faCIlities maintenance cost!>"
as defined in Article VI. Section 1.C.: (3) vehicle reDlacement costs. as defined in Arti!<l~
VI. Section 1.0: and (4) the Five-Year Shortfall in excess of seven and one half Dercent
e (75%) owed bv any City as set forth in Article IV. Section 3.f. only in the first year thil'
such Davment is owed. Notwithstanding the foregoing, the cost calculation
methodology shall include the cost of any proportional share of any long term debt
repayment obligations. Cash contract Cities shal! be t!ill~d cuarterlv and in arrears for
services after services have been Derformed and such amounts are due and Davable
Within thlrtv (30) days from recelDt of a billina therefor.
&jdltionallv and irresDectlve of the caD set forth in Article IV. Section 3.E..
each cash contract City s~1I Dav the "2010 S~." The "2010 SbQnfall" is the
difference between the actual Authority cost of ODe rational services to the resDecti~
cash contract City for fiscal year 2Q09~010 and the caDDed cost of those services.
Beainnina Jylx..'" 2010. each cash contract City s~all Dav its 2010 Shortfall bv means of
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5454212
eaual auarterlv Davments that will be amortized over the Deriod of Julv 1. 2010 to June e
30.2020.
C. ParticiDation In Maintenance and ReDlacement Proarams. In
addition to the cost calculation methodology set forth in Section B. above, and sllbjest
teirresDective gf the cap set forth in E. below, cash contract Cities shall pay (+1) the cost
of participation in the Authority's facilities maintenance program as set forth in Article
VI-, Section 1. C., ~(H~ the cost of participation in the Authority's vehicle
replacement I depreciation program as set forth in Article VI , SeGtioR 1. D , aREI (III) tl:1e
sast af f'laFtisif'latian iR tt.l8 JI.lltl:1aFitr's eEjllif'lR'l13Rt Fef'llaSaFl'leRtIElef'lFOsiatiaR f'lraliFaFR as
set fartl:1 in /\Ftisle VI., Sestian 1. . Section 1.0.
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*
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*
E. CaD on Annual Adiustments. Except for the costs excluded from
the Service Charae as set forth in Article IV. Section 3.B and the costs set forth in
&ticle IV. Section 3.H. bele\': and-ffiArtlcle VI~, Section 1. B., no annual cost adjustment
!Q.the Service Charae shall exceed tl:1r:e8 aRa a l:1alf f'larseRt (3.5%) iR f1ssal yeaFS 2999
2991 tRr:ellliR 29Q4 2Q95, aRa fallr f'laFOeAt (4%) far tl:1e RelEt fi'.'e f.issal yeaFS, ef tfle tetal
Ghar:ges fer tile f'lFeSeaiRli year. TIle aeteFFfliRatieR sf easl:1 sitr's aRAllal aeljllstR'lBRts
shall Be R'laae as fellews:four and one half Dercent (45%) of the annual cost for
oDerational services Drovided to the City for the Dreced.ina year In any year in whigh
the actual cost increase for oDerational services exceeds four and one half cercent e
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545427 2
e ~.5%)' the excess amount sball be recorded (Le . banked) and oaid in a subseauent
vear in wbich tPe Service Charae cost adiustment is less than the four and one half
oercent (4.5%) caD. If onlv a oortion of tbjs excess amount can be oaid in one vear
yvtlile remainina under the four and one half oercent (4.5%) caD for that vear. the
remainder shall be carried over from vear to vear until i~ is oai!! in its entirety
2. Article IV. Sections 3EW and (2) are deleted.
3. Article IV. Section 3. F. shall be reDlaced with the followina:
"F. Modifications to the Service Charae. Beaipnina With fiscal vear
e 20j~12015. and everv five vears thereafter. data will be comoile<j to review the actual
Authority cost for ooerational services for that fiscal vear comoared to the caooed
Service Charae for each cash contract City for that vear. The difference between these
amounts shall be referred to as the "Five-Year Shortfall:
The data will be reviewed and analvzed ioioth( bv the City Manaaers'
Technipal Advisorv Committee and City Manaaers' Budaet & Finance Committee to
confirm the amount gf the Five-Year Shortfall, if anv. and to determine weether that
amount has exceed~d the oercentaae thresbolds set forth below which would in tum
triaaer an adiustment of tl1e Service Charae. If. after reviewina the data wbich has been
comoiled. the ioint Committees and the Authority cannot aaree on the calculations or
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~ja used to calcula~ the amount of the Five-Year Shortfall. the Authori,tv reserves
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S4S427 2
the riaht to retain an indeoendent auditor to review the calculations and data. T~ e
indeoendent auditor's results as to the calcul@ted amount of the Five- Year Sho~
be final and Qiodino.
Modifications to the Service Charne. if anv. shalU>e as f2l10ws. If the Five-
Year ~hortfall is less than seven and one nmf oercent (7.5%) of the actual annual
Authority costs. for a cash contract City. no additional amounts shall be owed bv the
,Qity. If anv Five-Year Shortfall exceeds seven and one half oercent (7.5%), a cash
contract City shall oav for the oortion of the shortfall necessarv to reduce the shortfall
below seven and one half oercent (75%), If the Five-Year Shortfall is between seven
and one half oercent (7.5%) and fifteen oercent (15%), the amount shall pe oaid In Its
entirety in the fOllowina fiscal vear If the Five-Year Shortfall is more than fifteen oercent e
05%), that amount shall be oaid thrnuah eaual amortized installments over ~
subseauent five vear oeriod. PaYment of the Five-Year ShortfgU in excess of seven and.
one half oercent (7.5%) shall be excluQed from the Service Charne onlv in the first vear
in which such oavment is owed The calculated Five-Year Shortfall amount oald shall
be added to the Service Charne in the subseauent vears .
4. Article IV. Section 4.D. shall be added to read as follows:
"D ~otwithstandina the foreaoina. 50 oercent of anv unencumbereq
funds. as determined bv ttJe annual audited financial statements. shall be allocated 1Q
the Structural Fire ~ Ent(tlement Fund at everv ten vear interval beainnina with fiscal
vear 201012011 unless it is determined bv unanimous vote of the Directors e
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545427 2
e reo resentinG structural fire fund members thSlt a fiscaLhardshio would. thereby result.
Those monies shall be distributed in a manner consistent with t~e methodologies
!;ptena and ourooses described in this Section 4.A throuGh 4.C. above. In the event of
a finginG of fiscaLhardshio. the 59 oercent allocatIon shall be made dyrinG t~
laybseGuent fiscal year unless another findinG of fiscal hardshio is determined as
gescribed above."
5. Article VI. Section t.e. is amended to read as follows:
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"C. Maintenance and Reoairs Each cash contract City shall
make an initial payment to the Authority of $15,000 for each fire station within its
jurisdiction for maintenance and repairs net inoludod IR tRe erigiRal eest ealGulatieR
metAedelegy. The Authority shall carry forward unspent amounts to the next fiscal year.
At the beginning of eaGRthe fiscal year, said cities shall pay the Authority an amount
sufficient to bring its balance back to $15,000 for oaGh such station (referred to below as
the "Station's $15 000 Maintenance Account:>,.
(1) Funds shall be exoended in accordance witb.j)1e fQllowing
orocedure:
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(a) Minor maintenance or reoairs costinG less than
11,000 are funded thrOUGh the cash contract City's base Service Charae and. therefore.
~bFlII be oai~ bv the Authoritv out of its General Fund. These reoairs will not be charaed
to the Station's $15.,000 Maintenance Account.
Cb\ Maintenance. reoaiL alteration. or imorovement
oroiects Greater than $.1,000 but less than the remaininG balance in the Station's
$15,00QJlllaintenance Account shall be oaid from the S~tlon's Maintenance Account
ecl Maintenance. reoaiL alteration. or imorovement
oroiects exceedinG the remaininG 9.ilance in t~e Station's $15.000 Maintenance
Account are consiQered caoital imorovements and ad.s!itjonal fundinG that is necessarv
to Day for such imorovements shall be the resoonsibilitv of the City.
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545427 2
(2) At its discretion. a cash contract City with multiple fire e
stations mav allocate all or a oortion of the balance of one Station's $15.0QO
Maintenance Account to another st~!ion within the City orovided ~he balance of each
station be restored to $15,020 at the beainnina of the followina fiscal vear."
6. Arlicle VII. Sections 1.A. and B are amended to read as follows:
"A. Initial Term. Cities shall be members of the Authority for an initial
4Q~-year term commenclna July 1. 2010. For Structural Fire Fund cities, the initial
4Q2.Q-year term shall begin on July 1, 20002010 and end on June 30, 291 g.~ For a
cash contract City, the first 4Q20-year term shall begin on July 1, 2099,2Q1.Q. only upon
the consent of such city. Cash contract Cities that do not give such approval by Jl:lly 1,
2Q00June 30. 2Q1Q shall give notice of withdrawal to the Clerk of the Authority by Jl:lly 1,
2QQQ,,June 30.2010, to be effective July 1, ~~ Failure to provide such notice
shall be deemed that Gity~s consent to a 4Q~-year term, beginning July 1,
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~2010 sublect to the ability to withgraw after the first ten vears as set forth in
~ion B. below.
B. Subseauent Terms. Membership terms shall automatically renew,
on the same terms and conditions as the prior term, and with the same cap in effect in
the last year of the prior term, except under the following circumstances:
(1) Any city may give notice of withdrawal by transmitting written
notice of such withdrawal to the clerk of the Authority prior to July 1 of the second to last
year of any ter-moverv ten-Vear interval of a twenty-vear term (e.a.. for the first ten-vear
mterval. notice must be aiven bv July 1. 2018 to witb!;!raw bv June 30. 2020}.
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7.
Article VII. Section 1.F. shall be added to read as follows:
UF. Neaotiatlon of Terms \)oon Notice of Withdrawal. Uoon orovidina noti~
of wltbdrawal. a cash contract City may neaotiate with jhe Authonty reaardina
modif~tions to its oavment obliaation If the City and the Authority are unable to reach
aareement reaardjna modified oavrnent terms. the balance of anv shortfall thjllt may
have accumul~ted..durina a City's ten-year oenod gf membershio sball be oaid uoon
wlthgrawa~'
8. Article VII. Section 3 is amended to read as follows:
"3. Withdrawal of County. County shall be a member of the Authority
e for an ir-utial 1 9 year-g term ot twenty years beginning on July 1, ~~01Q and
emlingcontinuina to June 30, ~2030. Said term shall automatically renew for
successive terms in accordance With and subject to the same provisions and exceptions
applicable to Gities~ in Section 1. B. and C. In the event of withdrawal, the County
shall remain liable for payment of the Structural Fire Fund's proportional share of any
bonded Indebtedness of the Authority incurred pnor to the date of its withdrawal."
9. All terms and conditions contained in this Amendment are incoroorated by
this reference into the Aareement. This Amendment modifies the Aareement only as
eXDressly set forth above. This Amendment does not modify. alter. or amend the
Aareement in any other 'way whatsoever.
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AMENDED ORANGE COUNTY FIRE AUTHORITY
JOINT POWERS AGREEMENT
4509-0B
11017903
9/27/99
TABLE OF CONTENTS
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Pace No.
RECITALS ..... ............................. ...................................................................................1
AGREEMENT................................................................. ........ ................... ..................3
ARTICLE I. POWERS AND PURPOSES.................................................................. ....3
1. Authority Created ........................................................................................... ..3
2. Purpose of the Agreement; Common Power to be Exercised ....................... .. 3
3. Effective Date of Formation ....................................................... ......................3
4. Powers ............................................................................................................. 4
ARTICLE II. ORGANIZATION.................. .....................................................................7
1. Membership .............. .................. .................................................................... 7
2. Designation of Directors.................................... ......... .....................................7
3. Principal Office.................... ................... . ............. .......... ..........................8
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4. Meetings ............. ................. ...........................................................................8
5. Quorum; Voting .............. ................ ................................................ ..... ........9
6. Executive Committee.. ................................................... ............ . ..................9
7. Officers................................................................................................ ........... 9
8. Minutes ............ ........................ ...................... .. ... .. ....... . ..................... .10
9. Rules.................................................................... ...........................................10
10. Fiscal year.... ....................... ........................... ............ ..............................10
11. Assent of Members ......... ...................... ......................................................10
12. Committees.. .......................................................... ....................................11
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13. Additional Officers and Employees; Contract Services ...............................11
ARTICLE III. TRANSFER OF FIRE OPERATIONS .....................................................12
1. List of Assets and Liabilities ............................................................................12
2. Transfer of County Assets and Liabilities ................ ............ ......... ................12
A. Personnel................................................................ ............................ 13
B. Assets .................................................................................................13
C. Reserves.................... .............. ........ .......................................... ......... 14
D. Contracts ............... ............................................ ............... ...............14
E. Records................................................................ ..............................15
3. Authority Assumption of liability .......................................... ... ......................15
ARTICLE IV. FUNDING OF FIRE OPERATIONS...... .................................................16
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110179113
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1. General Budget.............................. .............................. .................... ...........16
2. Expenditures for the Approved Budget ...........................................................17
3. Contributions for Budgeted Amounts ..............................................................17
A. Structural Fire Fund .......................................... ................ .... ...........17
B. Cash Contract Cities. ....... ............ . ......................... .. ....................17
C. Participation In Maintenance and Replacement Programs .................18
D. Responsibility For Capital Improvements ................................... .......18
E. Cap on Annual Adjustments................................................................ 18
F. Cost Basis For Next year's Adjustment......................................... .....21
G. 'Expiration of Cap ................................................................................21
H. New Resources To Cash Contract Cities........................................... 21
ii
I. John Wayne Airport..............................................................................21 e
J. Termination..................................................................... .................21
4. Equity .............................................................................. ........................ .....22
5. Approval of Bonded Indebtedness ......................... ........................................24
6. Authority Cooperation ..................................................... ...............................24
ARTICLE V. ACCOUNTING AND AUDITS.... ................................... .........................25
1. Accounting Procedures ........ ................................ ...................................... .25
2. Audit.. ........... ...................................................... .. ........................... ... ... ...25
ARTICLE VI. PROPERTY RIGHTS........................................................................ ....25
1. Vehicles, Equipment, Facilities and Property ..................................................25
A. Ownership .......................................... ................................................25
B. Capital Improvements .......... . ........................... ................................26 e
C. Maintenance and Repairs... .......................... ....... ............................26
D. Equipment and Vehicle Replacement/Depreciation Programs ...........26
2. Disposition of Assets Upon Termination .............. .............. ...........................27
3. liabilities................................................................ ..................................... ...27
4. Indemnification and Insurance ................................... ....................................27
ARTICLE VII. WITHDRAWAL AND ADDITION OF MEMBERS..................................30
1. City Member Withdrawal.................................................................................30
A. Initial Term ..........................................................................................30
B. SUbsequent Terms.................... ........... .............................................31
C. Removal From Board After Notice of Withdrawal ...............................32
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D. Rescission of Notice ........................................ ..................................32
E. Property Tax Transfer Negotiations ....................................................33
2. Addition of New City Members. ....... .... .........................................................33
3. Withdrawal of County ......................................................................................33
4. Property of Withdrawing Members ..................................................................34
ARTICLE VIII. TRANSITION TO AUTHORITY. ... ......................................................34
ARTICLE IX. NOTICE OF AGREEMENT........... .................... ....................................34
1. Initial Notice ............. ............... .................. ................................................ .34
2. Additional Notices ...........................................................................................35
3. Notice to Members......................................... . ..............................................35
4. Amendment....... .................. ............................................................ ..... ......35
5. Headings..................... ............................. ....................... ............................35
6. Severability................ ........... ......... ...... ........................................................36
7. No Continuing Waiver ...... ................... ............................................... .......36
8. Successors....... .................................................................. ............................ 36
9. No Third Party Beneficiary ............. .... .... ... ............... ..................................36
SIGNATURE PAGES .................................................................................................. .37
450_
110179v3
9127/99
iv
AMENDED ORANGE COUNTY FIRE AUTHORITY
JOINT POWERS AGREEMENT
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This amended Agreement is made this
day of
1999 by and between the following public entities (collectively, the "members"), BUENA
PARK, CYPRESS, DANA POINT, IRVINE, LAGUNA HILLS, LAGUNA NIGUEL, LAKE
FOREST, LA PALMA, LOS ALAMITOS, MISSION VIEJO, PLACENTIA, SAN
CLEMENTE, SAN JUAN CAPISTRANO, SEAL BEACH, STANTON, TUSTIN, VILLA
PARK, WESTMINSTER AND YORBA LINDA (collectively, the "Cities") and the
COUNTY OF ORANGE (the "County").
RECITALS
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A. County operates the Orange County Fire Department (the "Fire
Departmenf'), which presently provides fire protection, prevention and suppression
services and related and incidental services to Cities, as well as to the unincorporated
area of the County and State areas of responsibility ("SRA").
B. County agrees that Cities require additional policy input into and direction
over the costs of such services and use of structural fire fund taxes levied therefor.
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110179113
9/27/98
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C.
Cities and County have studied and discussed policy input and cost
control for over three years and have determined that creation of a joint power entity to
administer fire service operations and delivery serves their needs for policy input and
cost control.
D. 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.
E. The members now wish to jointly 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, THEREFORE, in consideration of the mutual promises set out, the parties
agree as follows:
4S09-Oll
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2
AGREEMENT
ARTICLE I.
POWERS AND PURPOSES
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1. Authority Created. The Authority is formed by this Agreement pursuant
to the provisions of Article 1, Chapter 5, Division 7, Title I (commencing with Section
6500) of the Government Code of the State of California. The 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. Purpose of the Aareement: Common Powers to be Exercised. Each
member individually has the statutory ability to provide fire suppression, protection, e
prevention and related and incidental services including but not limited to emergency
medical and transport services, and hazardous materials regulation, as well as
providing facilities and personnel for such services The purpose of this Agreement is to
jointly exercise the foregoing common powers in the manner set forth herein.
3. Effective Date of Formation. The Authority shall be formed as of
February 3, 1995, or such later date as agreed to In writing by all the members (the
"Effective 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
Orange County Employees Retirement System (OCERS).
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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
manner as is a general law city. The Authority shall have the power to do any of the
following in its own name:
A. To exercise the common powers of its members in providing fire
suppression, protection, prevention and related and incidental
services.
B.
To make and enter into contracts, including contracts with its
members; notwithstanding, the Authority may not enter into real
property development agreements.
C. To assume Fire Department contracts relating to fire suppression,
protection, prevention and related and Incidental services.
D. To determine compensation and working conditions and negotiate
contracts with employees and employee organizations.
E. To employ such agents, employees and other persons as it deems
necessary to accomplish its purpose.
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F. To lease, acquire, hold and dispose of property.
G. To invest surplus funds.
H. To incur debts, liabilities, or obligations, provided that all long term
bonded indebtedness, certificates of participation or other long-term
debt financing require the prior consent of the members as set out
in Article IV. hereof.
I. To sue and be sued in its own name.
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.
L. To prepare and support legislation related to the purposes of the
Agreement.
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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.
O. 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.
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.
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S.
To adopt rules, regulations, policies, bylaws and procedures
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governing the operation of the Authority.
T. To determine the compensation of Directors.
ARTICLE II.
ORGANIZATION
1. Membership. The members 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. New members may join on the terms
and conditions set out in Article VII. hereof.
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2. Desianation of Directors. 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. Each
representative shall be a current elected member of the governing body. Each Director
shall hold office until the selection of a successor by the appointing body. Each
member 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 his or her
appointing body and may be removed at any time, with or without cause, at the sole
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e discretion of that appointing body. Any vacancy shall be filled in the same manner as
the original appointment of a Director and/or altemate. With approval of the Board, a
Director or altemate may be reimbursed for reasonable expenses incurred in the
conduct of the business of the Authority.
3. Principal Office. The principal office of the Authority shall be the Fire
Department's Water Street headquarters or as may be otherwise designated by the
Authority from time to time.
4. Meetinas.
A. The first and organizational meeting of the Authority shall be held at
e its prinCipal office on the Effective Date. At that meeting, the Board may determine
whether to adopt a rotation system of two (2) and four (4) year terms to prOVide for
increased continuity on the Board and shall classify themselves into any groups
selected.
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 time and place of the regular
meetings of the Board shall be determined 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
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accordance with the Ralph M. Brown Act, Section 54950, et seq. of the Government e
Code (the "Brown Acf') as it may be amended from time to time.
5. Quorum: Votina. A majority of the Directors shall constitute a quorum for
the purpose of the transaction of business relating to the Authority. Each 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 take any
other action deemed appropriate to carry forward the objectives of the Authority.
6. Executive Committee. The Board shall select from among its members
an executive Committee, one member of which shall be a County Supervisor, and shall e
designate the functions to be performed by the executive Committee, as allowed by
law.
7. Officers. The Board shall elect from among its members a chair and
vice-chair and thereafter at the first meeting in each 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 filled in the same manner at the next regular
meeting of the Board held after such vacancy occurs. In the absence or inability of the
chair to act, the vice-chair shall act as chair. The chair, or in his or her absence the
vice-chair, shall preside at and conduct all meetings of the Board. In the absence of the
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e chair and vice-chair, the Board shall elect a chair pro tempore to preside at and conduct
the meeting. The Board shall also appoint a clerk of the Authority.
8. Minutes. The clerk of the Authority shall provide notice of, prepare and
post agendas for and keep minutes of regular, adjoumed regular, and special meetings
of the Board, and shall cause a copy of the minutes to be forwarded to each Director.
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The clerk will otherwise perform the duties necessary to ensure compliance with the
Brown Act and other applicable rules or regulations.
9. Rules. The Board may adopt from time to time such bylaws, rules and
regulations for the conduct of its affairs that are not in conflict with this Agreement, as it
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10. Fiscal Year. The Authority's fiscal year shall be July I of each year, or in
the year of its formation, the Effective Date, to and including the following June 30.
11. Assent of Members. The assent or approval of a member in any matter
requiring the approval of the goveming body of the member shall be evidenced by a
copy of the resolution of the governing body filed with the Authority.
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12. Committees. The Board may establish standing or ad hoc committees or e
subcommittees composed of Board members, staff and/or the public to make
recommendations on specific matters.
13. Additional Officers and Emplovees: Contract Services.
A. Pursuant to Government Code Sections 6505.5 and 6505.6, the
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Board shall appoint an officer or employee of the Authority, an officer or employee of a
member 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 perform the treasurer and auditor functions for the Authority required by
Government Code Sections 6505, 6505.5, and 6505.6, including any subsequent
amendments thereto. Pursuant to Government Code Section 6505.1, the clerk of the e
Authority and the auditor and treasurer shall have charge of certain property of the
Authority. The treasurer and auditor shall assure that there shall be strict accountability
of all funds and reporting of all receipts and disbursements of the Authority The
treasurer, auditor and clerk of the Authority 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. The premiums on any such bonds
attributable to the coverage required herein shall be appropriate expenses of the
Authority.
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B.
The Board shall appoint general counsel and special counsel to the
Authority to serve as necessary.
C. The Board may contract with a member to provide necessary
administrative services to the Authority as appropriate. Any administrative duties also
may rotate from year to year.
ARTICLE III.
TRANSFER OF FIRE OPERATIONS
1. List of Assets and Liabilities. An up-to-date list of all Fire Department
personnel, employment agreements, pension agreements, assets (including but not
limited to real property, equipment, Fire Department reserves, contracts and deposits)
and all known liabilities (including but not limited to tort and workers' compensation
cases and claims) shall be prepared by the transition team during the transition referred
to in Article VIII. below.
2. Transfer of County Assets and Liabilities. Effective as of the date of
Authority fonnation, County shall transfer to the Authority all assets and liabilities of the
Fire Department, exclusive of the Weed Abatement and Hazardous Materials Program
Office and their personnel (the Asset Transfer), as further set out in this Article.
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A.
Personnel. The parties agree that the Authority is the successor
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employer to the County by operation of law, including for retirement and pension
purposes. On the Effective Date, each and every employee of the Fire Department shall
become an employee of the Authority on exactly the same terms and conditions as set
forth in the County's existing Memoranda of Understanding ("MOU's"), employment
agreements and all other applicable employment rules, regulations, ordinances and
resolutions. The Board shall forthwith adopt and ratify such MOU'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 necessary
steps to confirm continuation of membership in the County's 1937 Act Retirement
system on the same terms and conditions.
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B. Assets. All Fire Department assets, including and not limited to real
property, including the Fire Headquarters complex located at 180 South Water Street in
Orange (but excepting the four deactivated fire stations located at 1502 South
Greenville Street, Santa Ana; 12962 Dale Street, Garden Grove; 521 North Figueroa
Street, Santa Ana; and 31411 La Matanza Street, San Juan Capistrano) and personal
property and equipment and apparatus, whether or not located at fire stations, the Fire
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 SFF from the unincorporated area,
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e the Authority shall assume the Fire Department's obligation for payment of $14.5 million
to the County for purchase of Fire Department assets. The parties acknowledge that
$8.2 million remains owing, 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, including the Fire
Department's Fund 130 contingency, as shown in the County's 1994-95.Final Budget,
shall transfer, unencumbered, to the Authority as of the Effective Date.
D. Contracts. Except for the SRA agreement with the California
Department of Forestry and Fire Protection ("CDF"), all existing County agreements and
e contracts involving the Fire Department or its personnel, including but not limited to
contracts with Structural Fire Fund and cash contract Cities, mutual aid agreements,
automatic aid agreements, County island agreements, and entry, access and roadwork
agreements, shall be assigned to the Authority as of the Effective Date, with any service
or obligation to be provided or performed thereafter by the Authority. A list of all such
contracts ~hall be developed during the transition period. The Authority agrees to
assume all of County's obligations, duties and liabilities under said agreements and
contracts. With respect to contracts between County and the Structural Fire Fund Cities
and cash contract Cities, each City member hereby agrees to the assignment to the
Authority and agrees to release County as of the Effective Date from any further
obligations to any City member under said contracts upon assignment. As part of the
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consideration for the County's Asset Transfer and contribution to the Authority of its SFF e
from the unincorporated area, the Authority agrees to subcontract with County for the
provision of services to all areas within the County which have been designated as
SRAs or enter Into another arrangement on such terms as are acceptable to the CDF
and the County. As additional consideration for the County's Asset Transfer and
contribution of its SFF from the unincorporated area, the Authority further agrees to
contract with the County for the Authority's provision of services to the County's
unincorporated areas and for the Authority's provision of aircraft rescue fire fighting
service to John Wayne Airport.
E. Records. Any and all business records and files, whether computer
records, hard copy, microfilm or fiche, historical data, rosters, personnel records, e
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.
3. Authority Assumption of Liability. In further consideration for the
County's Asset Transfer and contribution of Its SFF 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 management
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e 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.
ARTICLE IV..
FUNDING OF FIRE OPERATIONS
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1. General Budaet. 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
majonty of all of the Directors. The initial budget and each succeeding budget shall
include, but not be limited to, the following: (a) the general administrative expenses,
operating expenses and necessary reserves of the Authonty to be incurred during the
period covered by the budget; and (b) the allocation of costs among the members of the
Authority in the amounts necessary to cover the budget Items set out in 1. (a) 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.
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2.
Expenditures for the Approved Budaet All expenditures within the
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designations and limitations of the approved general budget shall be made on the
authorization of the Board for general budget expenditures 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. Contributions for Budaeted Amounts.
A Structural Fire Fund. County receives Structural Fire Fund ("SFF")
from the unincorporated area and all member Cities except Stanton, Tustin, San
Clemente, Buena Park, Placentia, Wesbninster and Seal Beach. On behalf of the cities
receiving SFF, and the unincorporated area, County shall pay all SFF it receives to the
Authority to meet budget expenses and fund reserves in accordance with the County's e
normal tax apportionment procedures pursuant to the Califomia Revenue and Taxation
Code and the County's tax apportionment schedules.
B. Cash Contract Cities. As part of its annual budget process, the
Authority shall determine amounts owing from cash contract Cities. Such amounts are
due and payable within thirty (30) days of receipt of a billing therefor. Subject to the cap
set forth in 3. E. below, the Authority shall make an adjusbnent in annual costs for its
service to cash contract Cities to reflect the annual percentage change in the cost of fire
system operations consistent with the cost calculation methodology in place on the
Effective Date of the Authority, or the date they became members. Notwithstanding the
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e foregoing, the cost calculation methodology shall include the cost of any proportional
share of any long term debt repayment obligations.
C. Participation In Maintenance and Replacement Proarams. In
addition to the cost calculation methodology set forth In B. above, and subject to the cap
set forth in E. below, cash contract Cities shall pay (i) the cost of participation in the
Authority's facilities maintenance program as set forth in Article VI., Section 1. C., (ii) the
cost of participation in the Authority's vehicle replacement/depreciation program as set
forth in Article VI., Section 1. D., and (iii) the cost of participation in the Authority's
equipment replacement/depreciation program as set forth in Article VI., Section 1. D.
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D.
Responsibility For Capital Improvements. In addition to the cost
calculated in B. and C. above, and irrespective of the cap in E. below, cash contract
Cities shall be responsible for making Authority-required capital improvements to City-
owned stations or facilities, as set forth in Article VI., Section 1. B. A capital
improvement shall be any improvement or repair in excess of $15,000.
E. Cap on Annual Adiustments. Except for the costs set forth in H.
below and in Article VI., Section 1. B., no annual cost adjustment shall exceed three and
a half percent (3.5%) in fiscal years 2000-2001 through 2004-2005, and four percent
(4%) for the next five fiscal years, of the total charges for the preceding year. The
determination of each city's annual adjustments shall be made as follows:
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(1) For Placentia. Seal Beach. Stanton and Tustin:
(a.) The prior year's charge shall be adjusted by an
amount which represents the percentage change in the cost of fire system operations
as set forth in 3. B. above.
(b.) Any difference between that amount and the amount
of Increase allowable under the applicable cap shall then be ~pplied to the City's
financial obligation under the Authority's facilities maintenance program.
(c.) Any difference between the sum of those two
amounts and the amount allowable under the applicable cap shall next be applied to the e
City's financial obligation under the Authority's equipment replacement/depreciation
program.
(d.) Any difference between the sum of those three
amounts and the amount of increase allowable under the applicable cap shall then be
applied to the City's financial obligation under the Authority's vehicle
replacement/depreciation program.
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(2)
For Buena Park. San Clemente and Westminster:
(a.) The prior year's charge, exclusive of vehicle
replacement/depreciation costs, shall be adjusted by an amount which represents the
percentage change in the cost of fire system operations as set forth in 3. B. above.
(b ) Any difference between that amount and the amount
of increase allowable under the applicable cap shall then be applied to the City's
financial obligation under the Authority's facilities maintenance program.
(c.) Any difference between the sum of those two
amounts and the amount allowable under the applicable cap shall next be applied to the
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program.
(d.) Effective July 1, 2000, said cities shall continue to
participate in the Authority's vehicle replacement/depreciation program on the terms and
conditions in effect June 30, 2000; provided however, that the amount of any
subsequent adjustment to an immediately preceding year's vehicle
replacement/depreciation charge, when added to the adjustments set forth in a , b. and
c. above, shall not exceed the applicable cap on the total charges for the preceding
year.
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F.
Cost Basis For Next Year's Adiustment. The total annual
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adjustment, with the applicable cap set forth herein, shall constitute the basis for next
year's annual adjustment.
G. EXDiration of CaD. Notwithstanding any other provision of this
Agreement, the Board of Directors, by two-thirds vote of all Directors, may adopt a new
cost calculation methodology and/or a new cap for cash contract Cities, and/or a
different membership term for all members, pursuant to Article VII., Section 1. B., to be
operative July 1, of the first year of the next succeeding term. Any such changes must
be adopted by board action no later than July 1, of the last year of the then current term
H.
New Resources To Cash Contract Cities. Notwithstanding the
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foregoing provisions, whenever new resources are committed to a cash contract City,
the member shall pay the incremental company cost for such resources The additional
resources and increased cost shall not be implemented without consent of the member.
I. John Wavne Airoort. Service levels and charges therefore for
aircraft rescue firefighting services to John Wayne Airport shall be agreed upon by the
Authority and the member having fire service jurisdiction.
J. Termination. Failure by any member to make payments when due
constitutes grounds for expulsion from the Authority. Prior to expulsion, the Authority
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e shall provide written notice of its intention to expel such member if payment is not
received within thirty (30) days of the date of such notice. Repeated failure to make
payments when due shall constitute grounds for expulsion and/or imposition of an
Authority-determined late fee. Alternatively, or in addition to the remedies set forth
herein, the Authority may bring legal action to collect unpaid amounts.
4. Eauit1{. Annually after the conclUSion of each fiscal year and conSideration
of the audited financial statements for that year, and after consideration of the
Authority's financial needs, the Board of Directors in its sole discretion shall determine
whether sufficient unencumbered funds from that fiscal year are available for additional
services or resources to Structural Fire Fund members. In the event the Board
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determines that (1) such funds are available, (2) a distribution is warranted, and (3) that
it is appropriate to do so, it shall allocate those funds, or any portion thereof, to a
restricted Structural Fire Fund Entitlement fund, as follows:
A. The Authority shall use the general methodology employed in
Model 2A of the 1999 Final Report by the Davis Group regarding
"Equity Issues Related to the Financing of OCFA Services" to
determine the relative status of Structural Fire Fund members as
follows: A base penod comparison for each member of cost to
serve, on the one hand, and Structural Fire Fund contributions and
cash contract charges, on the other, will be established, taking into
account, the three-year average of consumption, population and
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assessed valuation for the immediately preceding three fiscal e
years. Upon a two-thirds vote of all Directors representing
Structural Fire Fund members, a different methodology may be
used to determine the relative status of Structural Fire Fund
members.
B. The above-mentioned base period status of Structural Fire Fund
members shall be compared to all members, without regard to the
10% variance factor in the Davis study.
C. Those Structural Fire Fund members whose Structural Fire Fund
revenues were greater than the cost to serve, based on the base e
period comparison in A. above, shall receive a pro rata allocation
from the Entitlement fund, based on the relative amounts by which,
respectively, those Structural Fire Fund revenues exceeded said
cost to serve. In no event shall a Structural Fire Fund member
receive allocations that exceed the average amount by which such
revenues exceeded said cost to serve during the applicable base
period.
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Allocations from the Entitlement fund may thereafter be used for Board-approved
and Authority-related service or resource enhancements to such Structural Fire Fund
members.
No Structural Fire Fund member will be required to make additional payments for
service on account of equity. No Structural Fire Fund member will be entitled to receive
cash payments or reimbursements on account of equity.
5. Approval of Bonded Indebtedness. By a two-thirds vote of all members,
the Authority may authorize the issuance of any long term bonded indebtedness. Any
cash contract City that withdraws pursuant to Article VII. shall, after ceasing to be a
member of the Authority, not be responsible for payment of its proportional share of any
bonded indebtedness approved by the Authority. Short-term tax anticipation notes with
a one-year (or shorter) term may be authonzed by a majority vote of all of the directors
of the Board
6. Authority Cooperation. The Authority agrees to fully cooperate with
each of the members in pursuing federal and state claims for emergency response
reimbursements.
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ARTICLE V.
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ACCOUNTING AND AUDITS
1. Accounting Procedures. Full books and accounts shall be maintained
for the Authority in accordance with practices established by, or consistent with, those
utilized by the Controller of the State of Califomia for like public entities. In particular,
the Authority's auditor and treasurer shall comply strictly with requirements governing
jOint powers agencies, Article 1, Chapter 5, Division 7, Title 1 of the Government Code
of the State of Califomia (commencing With Section 6500).
2. Audit. The records and accounts of the Authority shall be audited
annually by an independent certified public accountant and copies of the audited e
financial reports, with the opinion of the independent certified public accountant, shall be
filed with the County Auditor, the State Controller and each member within six (6)
months of the end of the fiscal year under examination.
ARTICLE VI.
PROPERTY RIGHTS
1. Vehicles, Eauipment. Facilities and Property.
A. Ownershio. Except as provided herein, all real and personal
property, including but not limited to, facilities constructed, installed, acquired or leased
by the Authority, apparatus and equipment, personnel and other records and any and all
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reserve funds shall be held in the name of the Authority for the benefit of the members
of the Authority in accordance with the terms of this Agreement. Fire stations that are
owned by Cities shall be leased to the Authority for one dollar ($1.00) per annum.
B. Caoital Imorovements. Capital improvements to cash contract city-
owned stations or facilities, within their jurisdictions, shall be the responsibility of each
member. Such capital improvements may be required by the Authority upon a
determination by the Authority, after good faith consultation with a member agency, that
such improvements are needed to protect the health, safety or welfare of Authority
employees or to maintain the station in a state of operational readiness. .Capital
improvements to stations owned by the Authority shall be the responSibility of the
Authority. For cash contract Cities, the construction of new stations or facilities, within
and primarily benefiting their jurisdictions, shall be the responSibility of each city. Such
construction shall meet reasonable standards and specifications preSCribed by the Fire
Chief.
C. Maintenance and Reoairs. Each cash contract City shall make an
Initial payment to the Authority of $15,000 for each fire station within its jurisdiction for
maintenance and repairs not included in the original cost calculation methodology. The
Authority shall carry forward unspent amounts to the next fiscal year. At the beginning
of each fiscal year, said cities shall pay the Authority an amount sufficient to bring its
balance back to $15,000 for each such station.
D. Eauioment and Vehicle Reolacement/Deoreciation Proarams.
Cash contract Cities shall participate in funding the Authority's equipment and vehicle
replacement/depreciation programs. Such programs shall be administered fairly and
equitably by the Authority and in accordance with Generally Accepted Accounting
Principles.
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2. Disposition of Assets Upon Termination. The Authority may vote to
terminate this Agreement, or termination will occur if only one member is left in the
Authority. If termination occurs, all surplus money and property of the Authority shall be
conveyed or distributed to each member in proportion to all funds provided to the
Authority by that member or by the County on behalf of that member during its
membership, whether Structural Fire Fund or cash contract amounts. Each member
shall execute any instruments of conveyance necessary to effectuate such distribution
or transfer. In any such distribution, the amount of Structural Fire Fund derived from
each incorporated or unincorporated city areas shall be considered as received from
that member in the same manner as cash contract payments have contributed to
surplus assets.
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3. Liabilities. Except 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. Indemnification and Insurance.
A. 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 Cities and their officers, employees, agents and representatives
with respect to any loss, damage, injury, claim, demand, litigation or liability and all
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e 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 expenses
and costs relating thereto (including 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.
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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
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$5,000,000 combined single limit per occurrence and annual aggregate. Each of the e
Authority members shall be named as an additional insured on the general
comprehensive liability policy. Alternatively, the Authority may self-insure. Prior to the
Effective 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., performance under this
Agreement is excused and no member shall have any right against any other member
in equity or law.
E. From and after the Effective Date, the County shall defend,
indemnify and hold harmless the Authority and each City member and their officers, e
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 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 material,
hazardous substance or hazardous waste as defined under state and federal law or
regulation. The Authority and the Cities agree that the County's obligations under this
Section 4. E. shall only apply to costs, losses, damage, injuries, claims, demands,
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e litigation or liabilities for which a written claim has been received by the County prior to
February 3, 2000.
F. Notwithstanding 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.
WITHDRAWAL AND ADDITION OF MEMBERS
1. City Member Withdrawal.
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A.
Initial Term. Cities shall be members of the Authority for an initial
1 O-year term. For Structural Fire Fund cities, the initial 1 O-year term shall begin on July
1, 2000 and end on June 30, 2010. For a cash contract City, the first 1 O-year term shall
begin on July 1, 2000, only upon the consent of such city. Cash contract Cities that do
not give such approval by July 1, 2000 shall give notice of withdrawal to the Clerk of the
Authority by July 1, 2000, to be effective July 1, 2001. Failure to provide such notice
shall be deemed that city's consent to a 1 O-year term, beginning July 1, 2000.
Provided however, that the Cities of Stanton, Westminster and Buena
Park may withdraw from the Authonty by giVing notice of withdrawal to the Clerk of the
Authority by December 31, 2000, to be effective December 31, 2001. Failure to provide
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such notice shall be deemed that city's consent to a 10-year term beginning July 1, e
2000.
Notwithstanding the foregoing paragraph, those three cities shall give
notice of their respective intentions within thirty (30) days of completion of any study
undertaken to consider creation of any alternative fire service organization.
Notwithstanding Article IX., Section 4., this Agreement shall not be
amended prior to December 31, 200q. _ _
......
No Authority time or funds shall be spent negotiating service levels with
those three cities prior to such city's decision to remain members of the Authority.
B. Subseauent Terms. Membership terms shall automatically renew,
on the same terms and conditions as the prior term, and with the same cap in effect in e
the last year of the prior term, except under the following circumstances:
(1) Any city may give notice of withdrawal by transmitting written
notice of such withdrawal to the clerk of the Authority prior to July 1 of the second to last
year of any term.
(2) If the Board, by two-thirds vote of all Directors, adopts a new
cost calculation methodology and/or a new cap for cash contract Cities, pursuant to
Article IV., Section 3. G., then those cities shall have until June 30 of the last year of the
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e then current term to give written notice to the clerk of the Authority of their intent to
renew.
(3) If the Board, by two-thirds vote of all Directors, adopts a
different minimum membership term pursuant to Article IV., Section 3. G., then cities
shall have until June 30 of the last year of the then current term to give written notice to
the clerk of the Authority of their intent to renew.
Cities that do not give the notice required by B. (2) and (3) above shall be
deemed to have elected to withdraw, effective June 30 of the first year of the next
succeeding term. Until the effective date of withdrawal, such cities shall be governed by
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the changes adopted by the Board.
C. Removal From Board After Notice of Withdrawal. In the event a
notice of withdrawal is given by a city, or deemed to have been given, that City'S
representative shall be removed from the Board of Directors.
D. Rescission of Notice. Any notices required hereunder may be
rescinded by the member with approval of the Board of Directors.
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E.
Prooerty Tax Transfer Neaotiations. Withdrawal by a Structural
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Fire Fund city may be subject to property tax transfer negotiations and such additional
notices as required by applicable law.
2. Addition of New City Members. Notwithstanding any other provisions
herein, a non-member City may join the Authority upon consent of a majority of all of the
Directors of the Board and agreement to terms and conditions determined by the Board,
which terms and conditions may vary from those set forth in this Agreement. A new City
member may be required to 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 e
from its transferred facilities, to the extent agreed upon by the Authority and the new
member at the time of membership. 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. Withdrawal of County. County shall be a member of the Authority for an
initial 10-year term beginning on July 1, 2000 and ending June 30, 2010. Said term
shall automatically renew for successive terms in accordance with and subject to the
same provisions and exceptions applicable to cities in Section 1. B. and C. In the event
of withdrawal, the County shall remain liable for payment of the Structural Fire Fund's
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33
e proportional share of any bonded indebtedness of the Authority incurred prior to the
date of its withdrawal.
4. Property of Withdrawina Members. Any withdrawing member may
negotiate with the Authority for return or repurchase of any and all stations and
equipment serving that member's jurisdiction.
ARTICLE VIII.
TRANSITION TO AUTHORITY
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The cities and County shall designate a transition team to implement the transfer
of assets and liabilities hereunder, to prepare for the Authority's organizational meeting,
and to direct the transition of administrative services from the County to the Authority.
ARTICLE IX.
NOTICE OF AGREEMENT
1. Initial Notice. 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.
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2.
Additional Notices. Upon any amendments to this Agreement, the
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Authority shall prepare and timely file with the Orange County Clerk and the Office of
the Secretary of State the infonnation required by Government Code Sections 6503.5
and 53051.
3. Notice to Members. Notice to members shall be deemed given when
mailed to them, first class, postage prepaid, or faxed to the address/or fax number set
out by their signatures.
4. Amendment This Agreement may not be amended or modified except by
a vote of two-thirds of all of the members; provided however, that no amendment shall
change the cap, the cost calculation methodology or the length of a term, during the e
pendency of any term. 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. Headinas. The headings in this A~reement are for convenience only and
are not to be construed as modifying or explaining the language in the section referred
to.
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6.
Severabilitv. Should any part, term, or provision of this Agreement be
determined by a court to be illegal or unenforceable, the remaining portions or
provisions of this Agreement shall nevertheless be carried into effect.
7. No Continuina Waiver. No waiver of any term or condition of this
Agreement shall be conSidered a continuing waiver thereof.
8. Successors. This Agreement shall inure to the benefit of and be binding
upon any successors or assigns of the members. No member may assign any right or
obligation hereunder without the written consent of a majority of all of the Directors of
the Board.
9. No Third Party Beneficiarv. The members agree that except as
provided in Article IX., Section 8 above, the provisions of this Agreement are not
intended to directly benefit, and shall not be enforceable by, any person or entity not a
party to this Agreement.
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IN WITNESS THEREOF, the parties hereto have caused this Agreement to be e
executed and attested by their duly authorized officers as of the date first above written.
Dated.
SIGNED AND CERTIFIED THAT A COPY
OF THIS DOCUMENT HAS BEEN
DELIVERED TO THE CHAIRMAN OF THE
BOARD
Clerk of the Board of Supervisors
County of Orange, California
NOTICE TO COUNTY OF ORANGE TO BE
GIVEN TO:
JANICE M. MITTERMEIER
COUNTY EXECUTIVE OFFICER
10 Civic Center Plaza
SANTA ANA, CA 92702-4062
FAX: (714) 834-3018
APPROVED AS TO FORM'
LAURENCE M. WATSON,
COUNTY COUNSEL
By:
Dated:
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COUNTY OF ORANGE, a political
subdivision of the State of California
By:
Chairman of its Board of Supervisors
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SAMPLE SIGNATURE PAGE
Note:
THIS AGREEMENT HAS
BEEN SIGNED BY ALL
MEMBER
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37