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HomeMy WebLinkAboutCC AG PKT 2010-09-13 #K AGENDA STAFF REPORT DATE: September 13, 2010 TO: Honorable Mayor and City Council THRU David N. Carmany, City Manager FROM: Jill R. Ingram, Assistant to the City Manager SUBJECT: ADOPTION OF RESOLUTIONS APPROVING THE LEASE AGREEMENTS FOR FIRE STATION #44 AND FIRE STATION #48 SUMMARY OF REQUEST: That the City Council: 1) Adopt Resolution No. 6056, Approving the Lease Agreement for Fire Station #44 between the City of Seal Beach and Orange County Fire Authority, and authorize the City Manager to execute the Lease Agreement; and 2) Adopt Resolution No. 6057, Approving the Lease Agreement for Fire Station #48 between the City of Seal Beach and Orange County Fire Authority, and authorize the City Manager to execute the Lease Agreement. HISTORY: In 1982, the City of Seal Beach entered into an agreement with the County of Orange for fire protection and suppression services with the Orange County Fire Department. On September 12, 1994, the City Council approved participation with 18 cities and the County of Orange in the formation of a fire authority pursuant to Article 1, Chapter 5, Title 1 of the Government Code of the State of California to assume the services that were being performed by the Orange County Fire Department. On December 6, 1994, the County Board of Supervisors approved the Joint Powers Agreement (JPA) Creating the Orange County Fire Authority, subject to the execution of that Agreement by all member cities. The Seal Beach City Council unanimously adopted Resolution No. 4364 on January 23, 1995 to become a member of the Orange County Fire Authority. Attached to this staff report as Attachment A is a copy of Resolution No. 4364, Agenda Item K Page 2 including the Joint Powers Agreement Creating the Orange County Fire Authority. The Orange County Fire Authority (OCFA) was formed on March 1, 1995 as a successor agency to the Orange County Fire Department. The OCFA is governed by a 24- member Board of Directors comprised of two representatives from the Orange County Board of Supervisors and one City Council representative from each of the 22 member cities. Council Member Gordon Shanks currently represents the City of Seal Beach on the OCFA Board of Directors. The OCFA is one of the largest regional fire services organizations in California and provides fire, rescue, paramedic, and special hazards emergency response, as well as education and prevention services in 22 cities and the unincorporated areas of Orange County. The OCFA protects over 1,300,000 residents with its 61 fire stations located throughout Orange County, with a response area totaling over 551 square miles. The OCFA's 2009 -10 operating budget was $244.8 million. The City of Seal Beach is a "cash contract" city whereby as part of its annual budget process, the OCFA determines contract amounts owed for operational services. On November 10, 1999, the City Council approved the Amended JPA with the OCFA. The purpose of the amendment was to include language in the JPA regarding: 1) the cost of participation in the OCFA's facilities maintenance program, vehicle replacement/depreciation program, and equipment replacement/depreciation program; 2) OCFA- required capital improvements to City -owned stations or facilities; and 3) cap on annual cost adjustment of 4% in fiscal years 2006 -2010 respectively. Attached to this staff report as Attachment B is a copy of the Amended Orange County Fire Authority Joint Powers Agreement effective September 23, 1999. On June 26, 2000, the City Council approved a Fire Services and Emergency Medical Services Agreement with the OCFA, which set forth the terms pursuant to which the OCFA provides fire protection, emergency medical and related services to the City. The terms of the Fire Services and Emergency Medical Services Agreement runs concurrently with the term of the JPA and remains in effect as long as the City is a member of the OCFA. Attached to this staff report as Attachment C is a copy of the Fire Services and Emergency Medical Services Agreement. . Effective July 1, 2010, the first amendment to the Amended JPA was approved by the OCFA and its member agencies. The purpose of the amendment was to include language in the Amended JPA to: 1) increase the cap on annual cost adjustments not to exceed 4.5 %; 2) amortize any cash contract shortfalls above the annual 4.5% increase for operational services provided over the first 10 years of the amendment to the Amended JPA; 3) stipulate how the annual $15,000 payment for maintenance and repairs will be expended; and 4) designate membership in the OCFA for a 20 -year contract term beginning on July 1, 2010, Page 3 with an option to withdraw at each 10 -year interval. Attached to this staff report as Attachment D is a copy of the January 14, 2008 Council staff report approving the First Amendment to the Amended Orange County Fire Authority Joint Powers Agreement effective July 1, 2010. The City of Seal Beach owns its two fire stations; Fire Station 44 at 718 Central Avenue in Old Town, and Fire Station 48 at 3131 North Gate Road just outside of Leisure World. On April 26, 1988, the City of Seal Beach entered into a lease agreement with the County of Orange for the lease of Fire Station 44 and Fire Station 48. In consideration of the fire protection and medical aid services provided by the Orange County Fire Department at that time, the lease agreements were rent -free. Attached to this staff report as Attachment E is a copy of the initial lease agreement for Fire Station 44, and attached as Attachment F is a copy of the initial lease agreement for Fire Station 48. Subsequently, when the OCFA was formed on March 1, 1995 as a successor agency to the Orange County Fire Department, the County of Orange entered into an Assignment and Assumption of Leases and Contracts with the OCFA whereby the County assigned and transferred to OCFA all of the County's rights, title, and interest in and to the leases. The OCFA and the City have been operating under the 1988 lease agreements for Fire Station 44 and Fire Station 48 identified in Attachments E and F since March 1, 1995. The lease agreements also run concurrently with the Fire Services and Emergency Medical Services Agreement. Attached to this staff report as Attachment G is a copy of the Assignment and Assumption of Leases and Contracts. BACKGROUND: The construction of the new Fire Station 48 facility precipitated the necessity for a new lease agreement. A new lease agreement has also been drafted for Fire Station 44 as vdell. Both new lease agreements will supersede and replace the 1988 lease agreements. Highlights of the terms of the new lease agreements included in Attachments H and I are as follows: ✓ Section 1.2 — Leased Premises. The leased premises for Fire Station 48 do not include the Community Room, which the City has the right to exclusive use for future use as a secondary Emergency Operations Center and community services facility. J Section 2.0 — Term. The term of the new lease agreement will run concurrently with the term of the Fire Services and Emergency Medical Services Agreement (which runs concurrently with the Amended JPA). J Page 4 ✓ Section 4.0 — Rent. The OCFA shall pay $1.00 per year as rent for each fire station, not including the cost of utilities or telephone services, pursuant to Article VI of the Amended JPA. Section 5.0 — Telephone Service & Utilities. Telephones and the cost of service will be paid for by OCFA. OCFA will pay all costs of utilities, except for water, which will be the sole responsibility of the City. Section 6.0 — Alternations and Improvements. The OCFA may make alterations, improvements and changes in or to the leased premises, including the installation of fixtures, partitions, counters, shelving, and equipment as deemed necessary by OCFA, with the prior written consent of the City Manager. Any alterations or improvements attached to or placed upon the leased premises by OCFA will be considered as personal property of OCFA, which may then be removed by OCFA upon termination of the lease agreement. Section 6.2 — Capital Improvements. The City is responsible for capital improvements to each fire station as required by OCFA in accordance with Article VI of the JPA. ✓ Section 7.0 — Maintenance & Repairs. Maintenance and repairs to each fire station will be funded in accordance with Article VI of the JPA (City contribution of $15,000 and maintain such balance at the beginning of each fiscal year). ✓ Section 7.3 — Cost of Repairs. The City is responsible for the cost of repairs required to assure structural integrity and maintain the habitability of each fire station in compliance with building and health and safety codes. Significant maintenance or repairs to each fire station that constitutes capital improvements pursuant to the JPA will be the obligation of the City. ✓ Section 7.4 — Exterior Maintenance & Repairs. The City will be responsible for maintenance and repair of all exterior landscaping, parking areas, driveways, joint use areas, and all portions of each fire station other than the leased premises. ✓ Section 12.0 — Insurance. The OCFA shall maintain general liability limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage. ✓ Section 12.6 — Fire Insurance. The City shall maintain fire insurance with extended coverage on the leased premises to the full insurable value of improvements. Page 5 ✓ Section 13.0 — Indemnification & Hold Harmless. The OCFA shall defend, indemnify and hold harmless the City, and the City shall defend, indemnify and hold harmless the OCFA. J Section 14.0 — Taxes & Assessments. All taxes and assessments, if any, on each fire station will be the full responsibility of the City. Both facilities are exempt from property taxes and assessments given that they are public buildings. This term provision was included in the event of any unforeseen taxes and /or assessments upon the leased premises. Of significance in this endeavor to enter into new lease agreements is that they must contain terms that are consistent with those in the original 1988 lease agreements, Fire Services and Emergency Medical Services Agreement, and the OCFA JPA and its subsequent amendments. City Manager David Germany and Assistant to the City Manager Jill Ingram both have professional and personal relationships with several members of the OCFA. 2009 Emergency Responses In calendar year 2009, there were a total of 3,454 emergency responses in Seal Beach. The following is a breakdown of incidents by major category: Emergency Medical Services 2,779 (80% of responses) Fires 32 Other 643/ (20% of responses) TOTAL 3,454 Fire Station 48 Award In June 2010, the City's new Fire Station 48 was recognized as a distinguished project by the Western Council of Construction Consumers for completing the construction project under budget, before deadline, and adding state -of- the -art equipment. The Western Council of Construction Consumers also identified' the project as distinguished for its capacity to serve the City as a backup emergency operations center, and it is large enough to serve as a command post in the event of any man -made or natural disaster. FISCAL IMPACT: There is no fiscal impact associated with this item. Staff will return an item addressing two other construction items; fuel tank canopy and EOC /Community Room furniture. The 2010 -11 Adopted Budget for contract services with the OCFA is budgeted as follows: Account #001-026-44000 $3,980,000 (Maintenance & Operations) Page 6 LEGAL REVIEW: The City Attorney and OCFA's general counsel have drafted, reviewed and approved as to form the new lease agreements and concur that the terms are consistent with those in the original 1988 lease agreements, Fire Services and Emergency Medical Services Agreement, and the OCFA JPA and its subsequent amendments. RECOMMENDATION: That the City Council: 1) Adopt Resolution No. 6056, Approving the Lease Agreement for Fire Station #44 between the City of Seal Beach and Orange County Fire Authority, and authorize the City Manager to execute the Lease Agreement; and 2) Adopt Resolution No. 6057, Approving the Lease Agreement for Fire Station #48 between the City of Seal Beach and Orange County Fire Authority, and authorize the City Manager to execute the Lease Agreement. SUBMITTED BY: NOTED AND APPROVED: • VR. Ingram David N. Carman ssistant to the City anager City Manager Attachments: A. Resolution No. 4364 (1995) B. Amended OCFA Joint Powers Agreement (1999) C. Fire Services and Emergency Medical Services Agreement (July 27, 2000) D. January 14, 2008 Council staff report E. Fire Station 44 Lease Agreement (April 26, 1988) F. Fire Station 48 Lease Agreement (April 26, 1988) G. Assignment and Assumption of Leases and Contracts (1995) H. Resolution No. 6056 (including Fire Station #44 Lease Agreement) I. Resolution No. 6057 (including Fire Station #48 Lease Agreement) Attachment "A" Resolution No. 4364 (1995) • RESOLUTION NUMBER 4/36 t A RESOLUTION OF THE CITY COUNCIL OP THE CITY OF SEAL BEACH APPROVING THE JOINT POWERS AGREEMENT CREATING THE ORANGE COUNTY FIRE AUTHORITY AND AUTHORJZJNG TEE APPOINTMENT OF A REPRESENTATIVE AND AN ALTERNATE TO THE BOARD OF DIRECTORS WHEREAS, the City of Seal Beach has an agreement for fire protection and suppression services with the Orange County Fire Department; and WHEREAS, the City of Seal Beach on September 12, 1994 approved participation with the cities and the county in the formation of a fire authority pursuant to Article 1, Chapter 5, Title 1 of the Government Code of the State of California to assume the services that are now performed by the Orange County Fire Department; and WHEREAS, on December 6, 1994, the County Board of Supervisors approved the Joint Powers Agreement Creating the Orange County Fire Authority attached and incorporated asExh'bit A, subject to the execution of that Agreement by all member cities, including the City of Seal Beach; and WHEREAS, the cities have determined to proceed with the Authority as the Orange County bankruptcy filing makes it even more important to protect restricted fire assets and have control over costs. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Seal Beach, does . by this resolution, hereby: 1. Approve the Joint Exercise of Powers Agreement Creating the Orange County I Fire Authority attached and incorporated as Exhibit A. 2. Authorize the appointment ofa member of the City Council as its representative on the Authority and a member of the City Council as the alternate representative. PASSED, APPROVED AND ADOSIED by the City Council e City of Seal Beach at a meeting thereof held on the 46 day of 1995, by the following vote: / t t / 4 AYES: Councilmembers.�' • , A�i - _ Aip—, ._ / ' .. 0 / � ' / NOES: CounciWtemhers ,,��.... ABSENT: Councitmembers / A i i Lr�- II , 0 id F keYOR A ��s ni sc.. noroe4;x0 = is of •••. ° E V C to CLERK 0 *? _ do a .1c ■• 00; y 77 /kg'? °"ra zr." p .vim h e ... «.•• y? mit 0 UrurY. 0 tM�m� Resolution Number`"-- ,1 STATE OF CALIFORNIA } COUNTY OF ORANGE ) SS CITY OF SEAL BEACH ) I, Joanne M. Yen, City Clerk of Seal Beach, Califonila, 4o b certify that the foregoing resolution is the original copy of Resolution ber d e1 on file in the office of the City Clerk, passed, approved and ado •ted by the City C until of the City of Seal Beach, at a regular Ilii thereo'0 on ,_ , 2 day o 5. 1 / City Clerk 1 Resolution Number 1 /d JOINT POWERS ASREEHENT CREATING THE ORANGE COUNTY FIRE AUTHORITY Resolution Number TABLE OF CONTENTS Pacelsl RECITALS 1, 2 AGREEMENT 3 ARTICLE 1. POWERS AND PURPOSES 3 1. Authority Created 3 . 2. Purpose of the Agreement; 3 Common Power to be Exercised 3. Effective Date of Formation 3, 4 4. Powers 4, 5, 6 ARTICLE II. ORGANIZATION 6 1. Membership 6 2. Designation of Directors 6, 7 3. Principal Office 7 4. Meetings 7, 8 . 5. Quorum; Voting 8 6. Executive Committee 8 7. Officers 9 8. Minutes - 9 9. Rules 9 10. Fiscal Year 10 11. Assent of Memberd 10 12. Committees 10 13. Additional Officers and Employees; 10, 11 Contract Services ARTICLE III. TRANSFER OP FIRE OPERATIONS 11 1. List of Assets and Liabilities 11, 12 2. Transfer of County Assets and 12 ' • . Liabilities a. Personnel 12 . b. Assets 13 0. Resdrves 13 d. Contracts 13, 14 e. Records 15 3. Authority Assumption of 1. 15 ARTICLE IV. FUNDING OF FIRE OPERATIONS 16 1. General Budget 16 2. Expenditures tor the Approved 16 Budget 3. Contributions for Budgeted Amounts 16 a. Structural Fire Fund 16, 17 b. Cash Contract Cities 17 and John Wayne Airport c. Termination 17, 18 4. Equity 18 5. Approval of Bonded Indebtedness 18 6. Authority Cooperation 19 ARTICLE V. ACCOUNTING AND AUDITS 19 1. Accounting Procedures 19 2. Audit 19 ARTICLE VI. PROPERTY RIGHTS 19 1. Project Facilities and Property 19, 26 2. Disposition of Assets Upon 19 . Termination 3. Liabilities 20 4. Indemnification and Insurance 20, 21, 22, 23 Resolution. ETpmber ARTICLE VII. WITHDRAWAL AND ADDITION OF P18ERS 23 1. City Member Withdrawal 23 2. Addition of New City Members 24 3. Withdrawal of County 24 4. Property of Withdrawing Members 24, 25 ARTICLE VIII. TRANSITION TO AUTHORITY 25 ARTICLE IX. NOTICE OF AGREEMENT 25 1. initial Notice 25' 2. Additional Notices 25 3. Notice to Members 25 4. Amendment 26 5. Readings 26 6. Severability 26 7. No Continuing Waiver 26 8. Successors 26 9. No Third Party Beneficiary 26, 27 SIGNATURE PAGES 28 Resolution Number 2/1“_ _ JOINT POWERS AGREE/MIT CREATING THE ORANGE COUNTY FIRE AUTHORITY This Agreement is made this _ day of , 1994 by and between the following public entities (collectively, the "members "), BUENA PARK, CYPRESS, DANA POINT, IRVINE, LAGUNA BILLS, LAGUNA NIGUEL, LAKE FOREST, LA PALMA, LOS ALAMITOS, MISSION VIEJO, PLACENTIA, SAN CLEMENTE, SAN JUAN CAPISTRANO, SEAL BEACH, STANTON, TUSTIN, VILLA PARK AND YORBA LINDA (collectively, the "Cities ") and the COUNTY OF ORANGE (the •County"). REcITALB A. County operates the Orange County Fire Department (the "Fire Department"), 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. Cities and County agree that the level and quality of services are excellent and agree that the Fire Department's operational control should be continued with the current Director of Fire Services. C. County agrees that Cities require additional policy input into and direction over the costa of such services and use of structural fire fund taxes levied therefor. D. 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. Resolution Number 44, E. Each member is a public agency as defined by Government Code Section 6500 at seg. and is authorised and empowered to contract for the joint exercise of powers common to each member. F. 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, ownerehip and operation of programs, facilities, and funds therefor through the establishment of the "Orange Comity Fire Authority" (the" Authority"). NOW, THEREFORE, in consideration of the mutual promises set out, the parties agree as follows' AGREEMENT ARTICLE I. POWERS AND PURPOSES 1. Authority Created. The Authority is 'formed by this Agreement pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 (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. pun+Mea o .tbR, Coarmon Powers to be Engrained. Each member individually has the statutory ability to provide fire • suppression, protection, prevention and related and incidental services including but not limited to emergency medical and transport services, as well as providing facilities and personnel for such services. The purpose of this Agreement is to jointly exercise the foregoing common powers in the manner sat forth herein. Resolution Number 'lcal 3. $ ffeetive 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 V1, Section 4(d) below and has become enrolled as a member in the Orange County Employees Retirement System (OCERS). 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 names (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 negotiate contracts with represented and unrepresented employees. (e) To employ such agents, employees and other persons as it deems necessary to accomplish its purpose. (f) To lease, acquire, hold and dispose of property. (g) To invest surplus funds. (h) To incur debts, liabilities, or obligations. provided that all 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. (1) To sue and be sued in its own name. Resolution Number x/-.9/7 " (j) To apply for grants, loans, or other assistance from persons, firma , corporations, or governmental entities. (k) To use any and all financing mechanisms available to the Authority, subject to the provisions of • Article IV hereof. (1) To prepare and support legislation related to the purposes of the Agreement. (m) To lease, acqulxe;.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. (s) To adopt rules, regulations, policies, bylaws and procedures governing the operation of the Authority. • ARTICLE II. ORGANISATION 1. ilembershin. 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 thin Agreement. New members may join on the terms and conditions set out in Article VII hereof. Resolution Number 44 - 2. pesianation of Directors. Before the Effective Date, each member by resolution of its governing body shall designate and appoint one representative to act as its director on the Authority Board of Directors (the "Board "), except the County whose Board of Supervisors shall appoint two representatives to act as its directors. Each representative shall be a current elected member of the governing body. Each director shall hold office from the first meeting of the Board after appointment by the member's governing body for a term of four (4) years or for a lesser term as determined under 4(a) of Article II, or 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 discretion of that appointing body. Any vacancy shall be filled in the same manner as the original appointment of a director and/or alternate. Bo director or alternate will receive compensation from the Authority for his or her services. With approval of the Board, a director or alternate may be reimbursed for reasonable expenses incurred in the conduct of the business of the Authority. 3. 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. patinas. (a) The first and organizational meeting of the Authority shall be held at 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. Resolution Number 4(44 (b) The Board shall meat 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 accordance with the Ralph M. Brown Act, Section 54950, et seq. of the Government Code (the "Brown Act ") as it may be amended from time to time. 5. Qnoruma Votine. 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 he 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 II deemed appropriate to carry forward the objectives of the Authority. 6. Precut/vs Committee. At its first meeting, the Board shall elect from among its members an Executive Committee of five (5) or seven (7) members, one of which shall be a County 'Supervisor, and shall designate the function° to be performed by the Executive Committee, as allowed by law. 7. Officers. At its first meeting, the Board shall elect from among its members a chair and vice -chair and thereafter at the first meeting in each succeeding fiscal year the Board shall elect 1 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 their, or in his or her absence the vice - chair, shall preside at and conduct all meetings of the Board. The Board shall appoint a secretary to the Resolution Number Authority who may be a member of the Board or an employee of a member. The chair, vice -chair and secretary each shall hold office for a period of one (1) year. B. ) Wiutes. The secretary of the Authority shall provide notice of, prepare and post agendas for and keep minutes of regular, adjourned regular, and special meetings of the Board, and shall cause a copy of the minutes to be forwarded to each director. The secretary will otherwise perform the duties necessary to ensure compliance with the Brown Act and other applicable rules or regulations. 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 may deem necessary. 10. giscal Tear. The Authority's fiscal year shall be July 1 of each year, or in the year of its formation, the Effective Date, to and including the following June 30. 11. Assent of -- - s. The assent or approval of a member in any matter requiring the approval of the governing body of the member Shall be evidenced by a copy of the resolution of the governing body filed with the Authority. 12. Committaas. The Board may establish standing or ad hoc committees or subcommittees composed of Board members, staff and /or the public to make recommendations on specific matters. 13. Additional Officers and Employees; Contract Services. (a) Pursuant to Government Code Sections 6505.5 and 6505.6, the Board shall appoint an officer or employee of the Board, an officer or employee of a 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 .Resolution Number, � 4 the Authority required by Government Code Sections 6505, 6505.5, end 6505.6, including any subsequent amendments thereto. Pursuant to Government Code Section 6505.1, the secretary and the auditor bnd treasurer shall have charge of certain property of the Authority. The treasurer and auditor shall assure that there shall be-atrict accountahility of all funds and reporting of all receipts and disbursements of the Authority. The treasurer, auditor and secretary shall be required to file an official bond with the Board in an amount which shall be established by the Board. Should the existing bond or bonds of any such officer be extended to cover the obligations provided herein, said bond shall be the official bond required herein. The premiums on any such bonds attributable to the coverage required herein shall be appropriate expenses of the Authority. , • (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. gist of Manta 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 vIli below. 2. Zarastsmeysattsnikwagium. Effective as Of the date of Authority formation, County shall transfer to the Resolution Number 4 • 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. (a) Personnel. The parties agree that the Authority is the successor employer to the County by operation of law, including for retirement and pension purposes. On the Effective Date, each and every employee of the 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 (•lWWU'e°), employment agreements and all other applicable employment rules, regulations, ordinances and resolutions. The Board shall forthwith adopt and ratify such MOD'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. (b) Assefs. All Fire Department assets, including and not limited to real property, including the Fire Readquarters 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 ite SFF from the unincorporated area, the Authority shall assume the Fire Department's obligation for payment of $14.5 million to the County for purchase of Fire Department ,Resolution Number assets. The parties acknowledge $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 Data. (d) Contracts. Except for the SRA agreement with the California Department of Forestry and Fire Protection (°CDF "), all existing County agreements and 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 shall 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 consideration for the County's Asset Transfer an4 contribution to the Authority of its SFF 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 CDP and the County. As additional consideration for the County's Afloat Transfer and contribution of its SPF 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. Resolution Number (e) Records. Any and all business records and files, whether computer records, hard copy, microfilm or fiche, historical data, rosters, personnel records, organisational charts, job descriptions, deeds, easements, equipment loge, 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 Aas%m,otion of Liability. In further consideration for the County's Asset Transfer and contribution of its SIT 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 rick management 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 acknowledgea 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 1. general Rudest. Within sixty (60) days after the first meeting of the Board, a general budget for the first fiscal year shall be adopted by the vote of a majority of all of the directors. The initial 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 Authority 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) Resolution Number a24 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. Z. gapenditures for the AnEFOVed Budget. All expenditures within the designations and limitations of the approved general budget shall be made on the authorization of the Board for general budget expenditures without further action. Ro 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 sudceted amounts. (a) ptructnrai Firs Fund. County receives Structural Fire Fund (•SFF•) from the unincorporated area and all member Cities except Stanton, Tustin, San Clemente, Buena Park, Placentia and Seal Beach. On behalf of the Cities receiving SI+F, and the unincorporated area, County shall pay all SFF it receive° to the Authority to meet budget expenses and fund reserves in accordance with the County's normal tax apportionment procedures pursuant to the California Revenue and Taxation Code and the County's tax apportionment schedules. (b) .Cash Contract Cities and John Mayne Airport. As part of its annual budget process, the Authority shall determine amounts owing from Buena Park, Placentia, San Clemente, Seal Beach, Stanton, Tustin, other member cash contract Cities, and from the County for service to the John Mayne Airport. Such amounts are due and payable within sixty (60) days of receipt of a billing therefor. For the first three (3) fiscal years of the Authority's existence, the Authority shall limit any increase in annual costs • for its service to cash contract Cities to no more than the annual percentage change in the cost of fire system operations consistent Resolution Number 0 with the cost calculation methodology in place on the Affective Date, and for service to the County for the John Wayne, Airport to amounts consistent with the cost calculation methodology in place immediately prior to the Affective Date. (c) Termination. Failure by any member to make payments when due constitutes grounds for expulsion from the Authority. Prior to expulsion, the Authority shall provide written notice of its intention to and expel such member if payment is not received within sixty (60) days of the date of such notice. Any member shall remain liable for payment of its proportional share of any bonded indebtedness of the Authority incurred prior to the data of its expulsion. 4. Asuity. The County and each member City shall be member agencies in equal standing in the Authority. It is understood that the cost of service shall not be adjusted by reason of equity for any member agency for a period of three (3) fiscal years from the effective date of Authority formation. After the Authority's first three fiscal years, any new annual adjustment to the cost for fire services to each member for reasons of equity must be fair and equitable to all members and may not exceed two (2) percent of the member's immediately prior annual contribution. Upon approval of two- thirds of all of the directors of the Board, another method may be utilised in lieu of the foregoing formula as long as such method is fair and equitable to all members. 5. Approval of Bonded Tn ,e>ttednens. Prior to any Authority resolution authorising the issuance of any bonded indebtedness, each member shall approve any bonded indebtedness to be incurred by the Authority. Any withdrawing member shall remain responsible for payment of its proportional share of any bonded indebtedness it has approved. As used herein, •bonded indebtedness• does not include short -term tax anticipation notes with a one -year (or shorter) term which the Authority may authorise by a majority vote of all of the directors of the Board. Resolution Number 4444/ 6. Authority Cooperation. The Authority agrees to fully cooperate with each of the members in pursuing federal and state claims for emergency response reimbursements. ARTICLE V. , ACCOUNTING AND AUDITS ' 1. Accounting 2rooedures. Pull books and accounts shall be maintained for the Authority in accordance with practices established by, or consistent with, those utilised by the Controller of the State of California 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 California (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 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. project Pacilitiee and Prm*erty. On and after the Effective Date of the Authority, 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 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. • Resolution Numtei 09 2. pisuneition of Meets neon 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 SFF 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 SFF 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. 3. aiabilitiea. Except as otherwise provided herein, the • debts, liabilities and obligations of the Authority shell be the debts, liabilities or obligations of the Authority alone and not of the parties of this Agreement. 4. indemnifjpation 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 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 coats relating thereto (including • Resolution Number 1,ry attorneys' fees) arising out of or in any way related to any Fire Department contract or agreement assumed by or otherwise transferred to the Authority. (c) Except as provided in Article VI, Section 4(e) below, from and after the Effective Date, the Authority shall defend, indemnify and hold harmless the County and each of the County's officers, employees, agents and representatives with respect to any loss,' damage, injury, claim, demand, litigation or liability and all expenses and costs relating thereto (including attorneys' fees) arising out of or in any way related to any Fire Department asset to be transferred to the Authority, including but not limited to real property, personal property, equipment and apparatus. . (d) From and after the Effective Date, the Authority shall maintain during the term of this Agreement, workers compensation insurance as required by law and, in addition, general comprehensive liability insurance' in the minimum limit of $5,000,000 combined single limit per occurrence and annual aggregate. Each of the 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 an 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, employees, agents and representatives with respect to any lolls, damage, injury, claim, demand, litigation or liability and all expenses and costs relating thereto (including Resolution Number fiSii 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 Besets, 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, looses, damage, injuries, claims, demands, litigation or liabilities for which a written claim has been received by the County prior to February 3, 2000. (f) Nothwithatanding 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. • WTTBDRA17AL AND ADDITION OF MEMBERS 1. City Member Withdrawal. No City member may withdraw its participation in the Authority for three (3) years from the Effective Date, or three (3) years from the date on which it initially becomes a member. After that three (3) year period, any withdrawing City member may give written notice to the Assessor and State Board of Equalization by November 30 of any year pursuant to Government Code Section 54902 and by Resolution to the County by the succeeding March 1 pursuant to Government Code Section 25643 and such other notices as are required by laws then in effect, of its intent to withdraw as of the end of that fiscal year. That withdrawal may be subject to property tax transfer negotiation as required by applicable law. Any withdrawing City member shall remain liable for payment of its proportional share of any bonded indebtedness of the Authority incurred prior to the date of its withdrawal. Resolution Number 4 ../444' 2. Addition o£ New City Members. Any 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. A new City member may be required to transfer to the Authority its fire facilities and assets or to Y reimburse the Authority for a proportionate share of facilities which the new City will utilize. As a condition of membership, a city may also be required to accept responsibility for a proportion of the debts; obligations, and liabilities of the Authority from its transferred facilities, to the extent agreed upon by the Authority and the new member at the time of 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 may not withdraw from the Authority for three (3) years from the Effective Date, and thereafter may withdraw from the Authority only upon notice to Authority by November 30 of any year to permit negotiation of the property tax transfer pursuant to Revenue and Taxation Code Sections 95 and 99 before December 31, and thereby to enable Cities to give notice of withdrawal under Government Code Section 25643. In the event of withdrawal, the County shall remain liable for payment of its proportional share of any bonded indebtedness of the Authority incurred prior to the date of its withdrawal. 4. Proverty of Witwdrawinc Zg_h , 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 The cities and County shall designate a transition team to implement the transfer of assets and liabilities hereunder, to Resolution Numtier 3 61 prepare for the Authority's organizational meeting,,and to direct the transition of administrative services from the County to the Authority. ARTICLE IX. • NOTICE OP 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. 2. Additional Notices. Upon any amendments to this Agreement, the Authority shall prepare and timely file with the Orange County Clerk and the Office of the Secretary of State the information required by Government Code Sections 6503.5 and 53051. 3. Notice to Members. Notice to members shall be deemed given when mailed to them, first class, postage prepaid, or faxed to the address /or fax no. set out by their signatures. 4. Amendment. This Agreement may not be amended or modified except by a written agreement signed by all of the members. 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. $eadinas. The headings in this Agreement are for convenience only and are not to be construed as modifying or explaining the language in the section referred to. 6. Ssyerability. Should any part, tea, 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. Resolution Number 444 7. No Continuing waiver. No waiver of any term of 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. go Third 8art9 Beneficiary. The members agree that except as provided in Article I8, 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. IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed and attested by their duty authorized officers as of the date first above written. DATE: QJiQ,(//( /P./ & 49,- J • CITY OF SEAL BEACH Nayov% ATTEST: • . . � 1 lip . 'i 1 • • Resolution Number /q Dated: SEC 0 H3f COUNTY OF ORANGE, a political subdivision of the State of California rhwirmwII Of -its B• Supervisors SIGNED AND CERTIFIED META COPY OF THIS DOMONENT HAS BEEN DELIVERED TO THE CHAIRMAN OF =HOARD �r^t oa^�LO ASM.JCler of the Board of Supervisors County of Orange, California NOTICE TO COUNTY OF ORANGE TO RE . GIVEN TO: ER NIE SCHNEIDER COUNTY ADMINISTRATIVE OFFICER P.O. BOX 22014 SANTA ANA, CA 92702 -2014 FAA: (714) 834 -3018 APPROVED AS TO FORDO TEARY C. ANDRUS. COUNTY COUNSEL By Q Ems• ��-�� Ann E. Fletcher, Deputy Dated, /4 /1r • Attachment "B" Amended OCFA Joint Powers Agreement (1999) AMENDED ORANGE COUNTY FIRE AUTHORITY JOINT POWERS AGREEMENT 4509 -03 110179 v3 9127/99 • TABLE OF CONTENTS Page 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 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 4509 -0B 110179 v3 9/27/99 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 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 4509 -08 110179 v3 9127/99 I. John Wayne Airport 21 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 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 4509-08 11 0179 v3 9/27/99 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 4509 -08 110179 v3 �V 927/99 AMENDED ORANGE COUNTY FIRE AUTHORITY JOINT POWERS AGREEMENT This amended Agreement is made this 23rd day of September, 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 A. County operates the Orange County Fire Department (the "Fire Department "), 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. 4509 -08 1 110179 v3 9/27/99 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 Govemment 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: 4509-08 . 110179 v3 9/27/99 AGREEMENT ARTICLE I. POWERS AND PURPOSES 1. Authority Created. The Authority is formed by this Agreement pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 (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 Agreement; Common Powers to be Exercised. Each member individually has the statutory ability to provide fire suppression, protection, prevention and related and incidental services including but not limited to emergency medical and transport services, 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). 4509-08 3 110179 v3 9/27/99 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. 4599 -08 110179 4 4 927/99 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. To sue and be sued in its own name. J. To apply for grants, loans, or other assistance from persons, frets, 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. 4509-05 5 110179 v3 9/27/94 M. To lease, acquire, construct, operate, maintain, repair and manage new or existing facilities as well as to close or discontinue the use of such facilities. N. To levy and collect payments and fees for services, provided that paramedic or ambulance user fees shall be approved by the member(s) affected. 0. To impose new special taxes or assessments as authorized by law to the extent allowed by law, and in coordination with the underlying jurisdiction. P. To provide related services as authorized by law. 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. 4509 -08 110179v3 6 9/27/99 S. To adopt rules, regulations, policies, bylaws and procedures governing the operation' of the Authority. T. To determine the compensation of Directors. ARTICLE 11. 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. 2. Designation 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 goveming 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 4509-08 7 110179 0 9/27/99 discretion of that appointing body. Any vacancy shall be filled in the same manner as the original appointment of a Director and /or alternate. With approve/ of the Board, a Director or alternate 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 Departments Water Street headquarters or as may be otherwise designated by the Authority from time to time. 4. Meetings. A. The first and organizational meeting of the Authority shall be held at 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 4509-08 8 110179v3 9/27/99 accordance with the Ralph M. Brown Act, Section 54950, et seq. of the Government Code (the "Brown Act ") as it may be amended from time to time. 5. Quorum; Voting. 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 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 450308 9 110179 v3 9/27/99 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, adjourned regular, and special meetings of the Board, and shall cause a copy of the minutes to be forwarded to each Director. 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 may deem necessary. 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 goveming body filed with the Authority. 4509 -03 110179 v3 10 9/27/99 1 12. Committees. The Board may establish standing or ad hoc committees or subcommittees composed of Board members, staff and /or the public to make recommendations on specific matters. 13. Additional Officers and Employees; Contract Services. A. Pursuant to Government Code Sections 6505.5 and 6505.6, the 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 Govemment Code Sections 6505, 6505.5, and 6505.6, including any subsequent amendments thereto. Pursuant to Government Code Section 6505.1, the clerk of the 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. 4509 -08 11 110179 v3 9/27/99 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 111. 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 formation, 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. 4509 -09 12 110179 v3 9/27/99 A. Personnel. The parties agree that the Authority is the successor employer to the County by operation of law, including for retirement and pension purposes. On the Effective Date, each and every employee of the 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. 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, '5°¢08 13 110179 v3 9/27/99 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 Califomia Department of Forestry and Fire Protection ( "CDF "), all existing County agreements and 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 shall 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 4509 -08 110179 v3 14 9/27,99 consideration for the County's Asset Transfer and contribution to the Authority of its SFF 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, 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 4509 -08 1 5 110179 v3 9/27/99 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 1. General Budget Within sixty (60) days after the first meeting of the Board, a general budget for the first fiscal year shall be adopted by the vote of a majority of all of the Directors. The initial 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 Authority 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. 4509 -08 16 110179 4 9/27/99 2. Expenditures for the Approved Budget. All expenditures within the 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 Budgeted 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, Westminster 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 normal tax apportionment procedures pursuant to the California 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 adjustment 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 4509 -09 17 110179 v3 9/27/99 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 Programs. 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 (1) 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 ,n program as set forth in Article VI., Section t D., and (iii) the cost of participation in the Authority's equipment replacement/depreciation program as set forth in Article VI., Section 1. D. 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 Adjustments. 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: 4509 -0e 18 110179 v3 9/27/99 (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 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 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. 4509 -08 19 110179 v3 9/27/99 (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 City's financial obligation under the Authority's equipment replacement/depreciation 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. 4509-08 110179 v3 20 9/27/99 - F. Cost Basis For Next Year's Adjustment. The total annual adjustment, with the applicable cap set forth herein, shall constitute the basis for next year's annual adjustment. G. Expiration of Cap. 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 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. John Wayne Airport. 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 4509 -08 2 1 110179 v3 G 9/27/99 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. Equity. 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 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 period 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 4509 -08 110179 v3 927/99 assessed valuation for the immediately preceding three fiscal 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 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. 4509 -0B 23 110179 4 9/27/99 i 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 authorized 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. 4509 -05 110179 v3 24 9/27/99 ARTICLE V. 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 California 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 California (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 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, Equipment. Facilities and Property. A. Ownership. 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 4509 -08 25 110179/3 9/27/99 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. Capital Improvements. 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 Repairs. 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. Equipment and Vehicle Replacement/Depreciation Programs. 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. 4509 -08 110179 v3 26 9/27/99 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. 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 4509 -03 27 110179 v3 G 9/27/99 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 attomeys' fees) arising out of or in any way related to any Fire Department contract or agreement assumed by or otherwise transferred to the Authority. C. Except as provided in Article VI., Section 4. E. below, from and after the Effective Date, the Authority shall defend, indemnify and hold harmless the County and each of the County's officers, employees, agents and representatives with respect to any loss, damage, injury, claim, demand, litigation or liability and all expenses and costs relating thereto (including attorneys' fees) arising out of or in any way related to any Fire Department asset to be transferred to the Authority, including but not limited to real property, personal property, equipment and apparatus. D. From and after the Effective Date, the Authority shall maintain during the term of this Agreement, workers' compensation insurance as required by law and, in addition, general comprehensive liability insurance in the minimum limit of 4509 -08 28 110179 v3 - 9/27/99 $5,000,000 combined single limit per occurrence and annual aggregate. Each of the 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, 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, 4509 -O8 29 »0179 v3 927/99 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. A. Initial Term. Cities shall be members of the Authority for an initial 10 -year term. For Structural Fire Fund cities, the initial 10 -year term shall begin on July 1, 2000 and end on June 30, 2010. For a cash contract City, the first 10 -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 10 -year term, beginning July 1, 2000. Provided however, that the Cities of Stanton, Westminster and Buena Park may withdraw from the Authority by giving notice of withdrawal to the Clerk of the Authority by December 31, 2000, to be effective December 31, 2001. Failure to provide 4509 -08 30 110179 v3 9/27/99 such notice shall be deemed that city's consent to a 10 -year term beginning July 1, 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 altemative fire service organization. Notwithstanding Article IX., Section 4., this Agreement shall not be amended prior to December 31, 2000. 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. Subsequent 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 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 4509-08 31 110179 v3 9/27/99 ( i 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 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. 4509 -05 32 110179 v3 9127199 E. Property Tax Transfer Negotiations. Withdrawal by a Structural 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 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 4509-08 33 110179 vZ 9/27/99 f � proportional share of any bonded indebtedness of the Authority incurred prior to the date of its withdrawal. 4. Property of Withdrawing 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 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 Govemment Code Sections 6503.5 and 53051. 4509-05 34 110179 Y3 927/99 2. Additional Notices. Upon any amendments to this Agreement, the Authority shall prepare and timely file with the Orange County Clerk and the Office of the Secretary of State the information required by Govemment 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 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. Headings. The headings in this Agreement are for convenience only and are not to be construed as modifying or explaining the language in the section referred to. 4509-08 35 110179 v3 9/27/99 r 6. Severability. 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 Continuing 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 Beneficiary. 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. 4509 -08 110179 4 36 927/99 IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed and attested by their duly authorized officers as of the date first above written. COUNTY OF ORANGE, a political subdivision of the State of Califomia � V __ Dated: it -/Or, -2 / 99 9 By: Chairman of its Board of Supervisors SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE • BOARD O . . f // Clerk'o the Board of Supervis...rs County of Orange, Califomia 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: /- �• f�k� Dated: 7 q / 9 4509 -08 37 110179 v3 9/27/99 CITY OF BUEN Dated: November 23, 1999 B : Jack Mauller, Mayor Al 1 EST: City Clerk . NOTICE TO CITY TO BE GIVEN TO: City Manager City of Buena Park 6650 Beach Blvd. Buena Park, CA 90620 Phone: (714) 562 -3500 Fax: (714) 562-3599 APPROVED AS TO FORM: City Attorney 41c 4509-09 110179 v3 38 927/99 CITY OF DANA POINT Dated: L/acrrq{bev 10, 199 By: Ruby L. Netzley, Mayor ATTEST: �a— C10--tea h Interim City Clerk Cat Catlett1et t • NOTICE TO CITY TO BE GIVEN TO: City Manager City of Dana Point 33282 Golden Lantern Dana Point, CA 92629 Phone: (949) 248-9890 Fax: (949) 248-9920 APPROVED AS TO FORM: t Michele R. Vadon 450948 110179 v7 40 927/99 CITY OF CYPRESS Dated: f — _ BY iT eskaO ATTEST: Tim Keenan, Mayor City Jerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Cypress . 5275 Orange Avenue Cypress, CA 90630 Phone: (714) 229 -6688 Fax: (714) 229-6.682 - APPROVED AS TO FORM: a) Or City Attorney • 4509 -09 „ . 110172 . 9/27/99 CITY OF IRVINE Dated: I _ I S - e l c j ATTEST: NOTICE TO CITY TO BE GIVEN TO: City Manager City of Irvine One Civic Center Plaza Irvine, CA 92606 -5208 Phone: (949) 724 -6249 Fax: (949) 724 -6045 APPROVED AS TO FORM: City AttorneysIr J 1 AP I 4509-48 427/99 '' CITY OF LAGUNA HILLS Dated: October 26, 1999 _✓ rth__ „S _4/ 4 ATTEST: By: Cynthia D. Greengnld. Mayor City Clerk 'ry A. Carlson NOTICE TO CITY TO BE GIVEN TO: City Manager City of Laguna Hills 25201 Paseo de Alicia #150 Laguna Hills, CA 92653 Phone: (949) 707-2600 Fax: (949) 707 -2614 APPROVED AS TO FORM: • City Attorney • .. Je • rey 4509•09 110179 v3 42 927/99 / IpC� CITY OF LA UNA NIGUEL Dated: G °` Z b `/ BY: /OSA ATTEST: s r __ Ci, Clerk `r •T,(% TO TO BE GIVEN TO: City Manager City of Laguna Niguel 27801 La Paz Rd. Laguna Niguel, CA 92677 Phone: (949) 362-4380 Fax: (949) 362 -4340 APPROVED AS TO FORM: • CityA '•m=, 4509 -08 +:0+79 v3 • 43 CITY OF LAKE FOREST Datean., r q ATTEST; By: /41,27 , NOTICE TO CITY TO BE GIVEN TO: City Manager City of Lake Forest 23161 Lake Center Drive, Suite 100 Lake Forest, CA 92630 Phone: (949) 461-3400 Fax: (949) 461 -3511 APPROVED AS TO FORM: ��1 -• e 1, �'a/ i � • City Atto ,-y f — sir • • 4509 -09 110179 4 44 927/99 • CITY OF LA PALMA Dated: October 19, 1999 din By: MAYOR ATTEST: tY l NOTICE TO CITY TO BE GIVEN TO: City Manager City of La Palma 7822 Walker Street La Palma, CA 90620 Phone: (714) 523 -7700 Fax: (714) 523 -7351 APPROVED AS TO FORM: i / ►4._I L City Att• • 4509 -08 110179 v7 45 427/99 • CITY OF LOS ALAMITOS Dated: October 25, 1999 y i;24.4�- 742_ ATTEST: By: Marilynn M. Poe Its: Mayor Al \' r- Clerk - "T NOTICE TO CITY TO BE GIVEN TO: City Manager City of Los Alamitos 3191 Katella Avenue Los Alamitos, CA 90720 Phone: (562) 431 -3538 Fax: (562) 493 -1255 APPROVED AS TO FORM: 21;//6_. • City Attorney asoane Gt.!. /��j�, /� CITY OF MISSION VIEJO Dated: (�3O1tirJ o /99y ,--C . A "/"// By: ;517ern M. B "Qu dJ d ATTEST: Major` City Cle NOTICE TO CITY TO BE GIVEN TO: City Manager City of Mission Viejo • 25909 Pala, Suite 150 Mission Viejo, CA 92691 Phone: (949) 470 -3000 Fax: (949) 859-1386 APPROVED AS TO FORM: City Attomey `509-08 47 110179 v3 9127/99 • CITY OF PLACENTIA Dated: // - ,_ 9 4 / \ BY: ( .Z.ie� �- ) - 64G 4 -4-4%:-/J ATTEST: MAYOR City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Placentia 401 E. Chapman • Placentia, CA 92870 Phone: (714) 993 -8117 Fax: (714) 961 -0283 APPROVED AS TO FORM: City Attorney • 4509 -08 110179 4 48 9/27/99 CITY OF SAN CLEMENTE Dated: 4/„� /9� By: duo ,rte ATTEST: /i9 y City Cle • NOTICE TO CITY TO BE GIVEN TO: City Manager • City of San Clemente 100 Avenida Presidio San Clemente, CA 92672 Phone: (949) 361 -8322 Fax: (949) 361 -8283 APPROVED AS TO FORM: C • ome 4509-08 110179 v3 49 9/27/99 CI of .AN AN CAPISTRANO Dated: November 2, 1999 . 4 B John Greiner, Mayor ATTEST: 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:. (949) 443 -6315 Fax: (949) 493-1053 APPROVED AS TO FORM: • City A ney 450949 110179 4 50 9/27/99 • • CITY OF S A L BEACH Dated: 0 .(4 li ete /43 /9 9 i .. ` By: Keith R. Till, City Manager ATTEST: C _• /Zcw Ci.• erk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Seal Beach 211 8 Street Seal Beach, CA 90740 Phone: (562) 431 -2527 Fax: (562) 431 -4067 APPROVED AS TO FORM: City Attorney 1509-08 110179 4 51 92799 CITY OF STANTON Dated: ID (2- 9 9 By: Mayor ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Stanton 7800 Katella Avenue Stanton, CA 90680 Phone: (714) 379-9222 Fax: (714) 890-1443 APPROVED AS TO FORM: City Attomey 3509.08 110179 4 52 927199 ( ) CITY OF TUSTIN //�// Dated: /a - - 9 �C _ 10 1 / By: d YI / ATTEST: - Vann AW City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 Phone: (714) 544 8890 Fax: (714) 832 -0825 APPROVED AS TO FORM: v „ City Attorney f • • 4509-09 110179 v3 °3 9/27/99 - 9 CITY OF VILLA PARK Dated: /air ' . ATTEST: l f i(A�(r t City Ierk 4 NOTICE TO CITY TO BE GIVEN TO: City Manager City of Villa Park 17855 Santiago Blvd. Villa Park, CA 92861 Phone: (714) 998 -1500 Fax: (714) 998 -1508 APPROVED AS TO FORM: "City Attorney 4509 -08 1101794 54 927799 CITY OF 4 INSTER Dated: MdA9 7 By: /l/9yo2 ATTEST: // - "V x /, City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Westminster 8200 Westminster Boulevard Westminster, CA 92683 Phone: (714) 898-3311 Fax: (714) 373-4684 APPROVED AS TO FORM: illi City Attom= 4509-08 110179 V3 55 927/99 • • • C1 ► YORBA LIND ' Dated: /0 -- /9 — /1/4 i � ! - : Mayor ATTEST: C City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Yorba Linda 4845 Casa Loma Avenue Yorba Linda, CA 92885 -8714 Phone: (714) 961 -7100 Fax: (714) 993 -7530 APPROVED AS TO FORM: City r omey • 4509-09 110179 v3 56 92799 AMENDMENT NUMBER ONE TO JOINT POWERS AGREEMENT CREATING THE ORANGE COUNTY FIRE AUTHORITY Executive Committee. Notwithstanding Article II, Section 6, of this Agreement, the number of members elected to the Executive Committee shall be as determined by the Board of Directors. IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number One on c73A., // .9Q r (Approved by the Seal Beach City Council on December 9th, 1996). DATE l t . _ — S/ 997 CITY OF SEAL BEACH _ MAYOR GWEN FORSYT'E ATTEST: CIS ,CLERK Attachment "C" Fire Services and Emergency Medical Services Agreement (July 27, 2000) SEAL BEACH FIRE SERVICES AND EMERGENCY MEDICAL SERVICES AGREEMENT 11-115 AGREEMENT is entered into this rA 7 d ay of Li Uk `j , 2000, by and between the ORANGE COUNTY FIRE AUTHORITY, a Joint Powers Agency (hereinafter called the "OCFA ") and the CITY OF SEAL BEACH, a municipal corporation and Charter City in the COUNTY OF ORANGE, (hereafter referred to as "City".) RECITALS A. City is located wholly within the County of Orange. B. City is legally obligated to provide fire protection services within its boundaries. C. OCFA is the successor entity to the County of Orange Fire Department and City has chosen to be a member of and contract with the OCFA for the provision of fire protection services within City's boundaries. NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows: 1, Definitions. As used herein, the following terms shall have the following meaning: (a) "Amended Joint Powers Agreement" shall mean that document on file with the Clerk of the Board of Directors of the Orange County Fire Authority entitled "Amended Orange County Fire Authority Joint Powers Agreement° with signature pages executed by the Chairman of the Orange County Board of Supervisors and the respective Mayors andfor City Managers of the following cities: 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. (b) "City Manager" shall mean the chief administrative and/or executive officer of the City, appointed by the City Council. 2. Membership. City shall be a member of OCFA and shall be subject to all the provisions, conditions, benefits, obligations and liabilities set forth in the "Amended Orange County Fire Authority Joint Powers Agreement" ( "Amended Joint Powers Agreement "), as that Agreement may be further amended from time to time, unless otherwise provided herein. 1 i 3. Service Provided. (a) OCFA shall provide to City tire suppression, fire prevention, fire investigation, emergency medical, rescue and related services, hazardous materials response, hazardous materials disclosure, and community safety and education Services (collectively lire services "). Services provided exclude weed abatement services. (b) The level of service provided shall be the same as the general level of similar services provided by OCFA elsewhere within its boundaries. Any changes to such levels and method of service shall be determined by the Board of Directors and administered by the .Fire Chief, who shall have direct control and supervision over the services provided pursuant to this. Agreement, and who is hereby designated as the City Fire Chief and Fire Marshal. (c) Engines and Truck Companies located within or assigned to the City are set forth in Attachment A and shall be the same as existed on the effective date of this Agreement. Prior to making any changes to assigned Engines or Truck Companies, the Fire Chief shall meet and confer with the City Manager. Any changes in Engine or Truck Company assignments shall be set forth in a written Memorandum of Understanding ( "MOU ") between the Fire Chief and the City Manager. In the event of failure to reach agreement with the Fire Chief, the City shall have the right to appeal to OCFA's Board of Directors. (d) Subsection (b) above shall not restrict the Board of Directors from approving OCFA related service enhancements from the structural fire fund Entitlement Fund. (e) Upon request, .City shall adopt the following ordinances and resolutions in a form and with the content as determined by the Fire Chief: (1) ambulance transport, (2) fire prevention and hazardous materials disclosure fees, and (3) the hazardous materials joint powers authority. .Prior to amending such ordinances or resolutions, City shall meet and confer with the .Fire Chief. (f) in the provision of fire services, OCFA hereby is authorized to and may enforce applicable City codes and ordinances and collect any fees determined by City (as well as by OCFA) as well as The any claims or actions for emergency response and hazardous materials clean -up. (g) The Division Chief assigned to the City, or his or her designee, shall attend City Council meetings, commission meetings and City staff meetings when requested by the City Manager and shall provide. the City with any and all reports or documents pertaining to the City upon reasonable request by the City Manager. 2 • • 4, Payment. (a) In consideration of the provision of fire services, City shall pay to OCFA such amounts determined by the terms of Article IV and Article VI of the Amended :Joint Powers Agreement_ Notice of estimated charges shalt be mailed to City by March first of each year and notice of final charges shall be mailed to City by June first of each year. (b) City shall participate in OCFA's vehicle rotation, replacement, and preventative maintenance programs, subject to the capon annual adjustments set forth in .Article IV. of the Amended Joint Powers.Agreement. (c) Upon City withdrawal from OCFA, funds paid by the City as its share of the vehicle replacement/depreciation program shall be refunded to the City less the actual costs incurred by .00FA for the purchase., repair, maintenance, or replacement of the apparatus included in the vehicle replacement/depreciation program. 5. Annexations. In the event of any City annexation of territory within the Structural Fire Fund, the level of Structural Fire Fund and redevelopment revenues existing at the time of the annexation shall continue to pass through to OCFA as compensation for the services provided pursuant to the Amended Joint Powers: Agreement, unless otherwise agreed to by the parties hereto. As used herein, "level of • Structural Fire Fund and redevelopment" shall mean the amount of such revenues existing at the time of annexation, adjusted by any diminution or growth in value occurring thereafter. It is the intent of the parties that City annexations not have an adverse financial effect on OCFA. Annexations that do not result in additional OCFA -service demand and, therefore require no additional OCFA resources, will not result in additional charges to City as a. result of .said annexation. 6: indemnification. (a) OCFA shall defend, indemnify and hold harmless the City and its officers, employees, agents and representatives with respect to any loss, damage, injury. claim, demand, litigation or fiabili y and all expenses and costs relating thereto (including attorneys fees) arising out of or in any way related to acts or omissions of • OCFA, Its officers, employees or agents in the performance of services pursuant to this Agreement. (b) City shall .defend, indemnify and hold .harmless OCFA and its 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 attomeys fees) arising out of or in any way related to acts or omissions of City, its officers, employees or agents. (c) The provisions of this section 6 shall survive termination or expiration of this Agreement. 3 • • (d) For purposes of this section 6 the Fire Chief shall be deemed to be an officer, employee, agent and representative of OCFA, and not of City. 7. Incident Management. City shall provide any' and all support necessary to ensure overall effective scene management on hazardous or toxic material spill incidents including, but not limited to, the following: • Coordination of crowd and traffic control • Police liaison to OCFA incident commander • Coordination of City Public Works personnel responses • Coordination of responses by approved professional toxic materials recovery firms under contract to City • The provision of on -scene technical advice through the services of the City Hazardous Materials Program Advisor • Evacuate the area recommended by OCFA 8. Independent Contractor. City shall not be liable for the direct payment of any wages or other compensation of any officer, employee, or agent of OCFA performing any services under this Agreement. City shall not be liable to any officer, employee, or agent of OCFA for any sickness or injury incurred by such person in the course of performing services under this Agreement, except to the extent set forth in section 6. OCFA. shall be solely responsible for all personnel actions relating to OCFA employees utilized in the performance of this Agreement. The employees of OCFA shall not be deemed employees. of City as a result of this Agreement, except as necessary pursuant to Penal Code Section 1463 et sea, for cities to obtain their statutory share of fire revenues. 9. Term and Termination. The term of this Agreement shall be July 1, 2000 through and including June 30, 2010. Subsequent terms shall be as provided in Article VII of the Amended Joint Powers Agreement. Adoption of this Agreement by City by July 1, 2000 shall: constitute City's consent to said 10 year term, within the meaning of Article VII of the Amended Joint Powers Agreement. This Agreement: may be temiinated in accordance with the provisions of the Amended Joint Powers Agreement. 10. Miscellaneous. (a) This Agreement shall be interpreted in a manner complementary to the Amended Joint Powers Agreement, in its current form or as that Agreement may be further.amended from time to time. Save and except for section 6 herein, in the event of any conflict, the Amended Joint Powers Agreement, in its current form or as it may be further amended, shall govern, 4 (b) This Agreement may be amended only in writing by both .Parties. (c) No waiver of any term or •condition shall be a continuing waiver thereof, except by written agreement of the Parties. (d) In the event the State of California assumes financial responsibility for State Responsibility Areas Within City boundaries, :OCFA shall be entitled to receive any and all State funds provided therefor. 11. Lease _of Fire Stations. City -owned properties located at 718 Central .Ave. and 3131 Beverly Manor Rd, shall be leased to OCFA pursuant to :the leases attached and incorporated as Attachment B. Notwithstanding any provisions of said leases to the contrary, OCFA shall pay one dollar per year for each fire station, pursuant to Article IV of the Amended Joint Powers Agreement, and the term oral! such leases shall be the same as the term of this Agreement. This Agreement constitutes a written amendment to said leases. 12. Property of Withdrawing Members, Any withdrawing member may negotiate with OCFA for return or repurchase of any and all equipment' serving that member's jurisdiction. It .is the intent of both parties that OCFA not be burdened with the remainder of the withdrawing City's vehicle or equipment replacement. debt upon withdrawal. IN WITNESS WHEREOF. the Parties hereto have executed this Agreement on the day and�yea�r first above written. DATED: C)'LE 7 4 "COO CITY OF SEAL BEACH r BY - tIL..,. MA •R .ATTEST: DATED: 04.4i/p 077 cal,O By; t d _ ITY CLERK SIGNATURES CONTINUED ON PAGE 6 • 5 i • SIGNATURES CONTINUED FROM PAGE 5 ,((�� ,l ORANGE •UNTY IRE • UTHORITY DATED: ? "' 8 " L/ U By: Armat afeAsee/ Pr•D SPI R, ' Al' A ATTEST: DATED: 8 -9-0/) CLE OF E AUTHORITY APPROVED AS TO FORM: TERRY C. ND US, Date GENERAL 6 Attachment "D" January 14, 2008 Council staff report AGENDA REPORT DATE: January 14, 200S TO: Honorable Mayor and City Council FROM: David Cartnany, City Manager SUBJECT: Renewal of OCFA Joint Power Authority Agreement SUMMARY OF REQUEST: This item is submitted to request approval of the Orange County Fire Authority's First Amended Joint Powers Authority (JPA) Agreement. BACKGROUND: The Orange County Fire Authority (OCFA) was formed in 1995 to provide regional fire protection and related services to the County of Orange and 18 member cities. Subsequent to formation, four additional cities have become members of the OCFA. The original JPA agreement was amended on September 23, 1999, and the Authority currently operates pursuant to that Amended JPA Agreement. The Amended JPA Agreement covers an initial 10 -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 input 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 imminent deadline. FINANCIAL IMPACT: OCFA's member agencies pay for fire services through two different pay structures. A general knowledge of the two different pay structures is helpful in order to understand the changes that are being proposed by OCFA for JPA renewal. Sixteen of OCFA's 23 member agencies pay for fire services through the Structural Fire Fund and 7 pay through Cash Contracts. The City of Seal Beach is a Cash Contract member. Agenda Item J The Structural Fire Fund is maintained by the County of Orange and was in place prior to Proposition 13. A fire tax (included in the one percent basic levy) is collected by the County from property owners in these 16 jurisdictions, accumulated in the Structural Fire Fund, and then paid to the OCFA for fire services. Cash Contract cities were not originally part of the Structural Fire Fund prior to Proposition 13, and therefore these 7 jurisdictions do not have a fire tax as a portion of their 1% property tax levy flowing to the OCFA. 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 Authority'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 initially identified the following two areas of concern to be addressed with the JPA renewal, both of which are financial in nature. 1. Service charges paid by cash contract cities have fallen 10 -15% short of OCFA costs due to annual cost increases exceeding the cap on annual adjustments. 2. Also, as a result of the cap on annual increases, cash contract cities have not been contributing to vehicle replacement. OCFA staff then met individually with members of each agency to solicit input regarding additional areas of concern that should be addressed. Member agencies consistently reported a high level of satisfaction with OCFA services and they reported no additional issues, other than those cited above, for resolution with the renewal process. DEVELOPMENT OF PROPOSED TERMS The proposed renewal terms were jointly developed by OCFA 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. This working group successfully developed the following proposed terms for renewal. • Term of renewed JPA is 20 years, with an option to withdraw at each 10 -year interval • Cash contract city payment shortfalls will be amortized over the first 10 years • The cap on annual increases for cash contract cities will increase to not -to- exceed 4.5% • 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 • Periodic administrative reviews will be conducted every five years to review actual cost increased compared to the cap o Automatic triggers are included to ensure that any future cash contract city payment shortfalls that may develop can be addressed through the administrative reviews every five years • The equity provisions for Structural Fire Fund members are amended to add an automatic allocation of 50% of the available unencumbered fund balance to the Structural Fire Fund Entitlement Fund at every 10 year interval, unless the OCFA is experiencing fiscal hardship FIRST AMENDMENT TO AMENDED JOINT POWERS AUTHORITY AGREEMENT The proposed First Amendment was drafted by OCFA General Counsel to reflect the concepts that were developed by the working group (Attachment 1). A strikeout copy of the proposed First Amendment is provided as Attachment 2 to facilitate review of the areas modified. In addition, the current Amended Joint Powers Authority 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 addition, 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 organizational stability • Maintains economies of scale with regional, high- quality service • Brings cash contract city payments in line with costs, while softening the impact of a large increase in the first year of a renewed contract • Builds in several layers of protections to ensure OCFA can recover costs • Provides a revenue stream to fund vehicle replacements in cash contract cities • Sustains the option to provide fire- related service enhancements to over- funded Structural Fund members RECOMMENDATION: Approve the submitted First Amendment to Amended Joint Powers Authority Agreement - Orange County Fire Authority (Attachment). NO lED AND APPROVED: David Carmany, City Manager Attaclunents: 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 Authority Joint Powers Agreement Attachment "E" Fire Station 44 Lease Agreement (April 26, 1988) • t. 1' GA 969 -3 Seal Beach Fire Station No. 44 2 (718 Central Avenue) 3 . 4 I LEASE 5' 6 r THIS IS A LEASE, made APR =0 1988 }Set by an.:: between CITY OF SEAL BEACH, hereinafter referred to as "LESSOR," and COUNTY OF ORANGE. hereinafter referred 7 to as "COUNTY," without regard to number and gender. 8 R E C I T A L S 9 10 A. LESSOR and COUNTY have entered into a Fire Protection Agreement hereinafter referred to as "Agreement." Pursuant to the Agreement, COUNTY has agreed to 11 provide fire protection and medical aid services for LESSOR for the five year 12 period from July 1, 1987, through June 30. 1992. B. COUNTY requires the use of LESSOR's fire station facility known as Seal Beach Fire 13 Station No. 44 located 718 Central Avenue, Seal Beach, California for the purpose 14 of providing said fire protection and_medical aid services. 15 NOW, THEREFORE, LESSOR and COUNTY hereby agree as follows: 16 1. Recitals A and 8 are incorporated and made a part hereof as though set forth at length herein. 17 2. PREMISES (AA2.1 N) 18 LESSOR leases to COUNTY that certain property hereinafter referred to as "Premises," 19 described in "Exhibit A" and shown on "Exhibit 8," which exhibits are attached hereto and made a part hereof. 20 COUNTY is granted exclusive use of five parking spaces in LESSOR's parking lot 21 adjacent to the Premises. Said five spaces shall be marked with signs designating the spaces for exclusive use by COUNTY's Fire Department personnel. 22 3. TERMINATION OF PRIOR AGREEMENTS (AA4.1 N) 23 It is mutually agreed that this Lease shall terminate and supersede the lease dated 24 July 31, 1984, between the parties hereto covering all or any portion of the Premises. EXCEPT that all personal property and /or equipment (e.g., fixtures. partitions, 25 counters, shelving) attached to and /or placed upon any portion of the Premises by COUNTY pursuant to the terms of said prior agreement between the parties hereto shall 26 remain the personal property of COUNTY. 27 28 CCA:cv:sf 0946w -3. 3-30-88 ( • • • I 4. TERM (A83.1 N) 1I ; The term of this Lease snail commence the date of execution by COUNTY, and shall run 2 concurrently with the term of the Agreement and any extension or renewals thereof. If said Agreement is terminated for any reason, this Lease shall also be terminated at 3 the sane time. Notwithstanding anything to the contrary in this Lease, each party 4 • hereto may terminate this Lease on 30 days written notice to the ocher party. 5. CONSIDERATION (N) i In consideration of the fire protection and medical aid services to be provided by 6 : COUNTY to LESSOR as set forth in the Agreement, this Lease shall be rent free. 7 6. ALTERATIONS (AE1.1 N) 8 COUNTY may make improvements and changes in the Premises, i ncluding but not limited to 91 the installation of fixtures, partitions, counters, shelving, and equipment as deemed necessary provided the change, addition, or improvement is made with LESSOR's prior 10 written consent which consent shall not be unreasonably withheld. It is agreed tnat any such fixtures, partitions, counters, shelving, or equipment attached to or placed 111 upon the Premises by COUNTY shall be considered as personal property of COUNTY, who shall have the right to remove same. COUNTY agrees that the Premises shall be 1 eft in 12I as good condition as when received, reasonable wear and tear excepted. 13 7. REPAIR, MAINTENANCE, AND JANITORIAL SERVICE (AE2.2 N) 14 COUNTY shall provide, at its own cost and expense, all janitorial supplies and services to the Premises, including the supplying of rest room expendables and replacement of 15 light bulbs and fluorescent tubes. COUNTY shall also provide, at its own cost and expense, the cleaning and repainting of Anterior surfaces, routine servicing and 16 maintenance of the plumbing, electrical and heating systems, repair and maintenance of the air conditioning system, and repair of all damage caused by COUNTY's misuse of the 17 Premises. 18 LESSOR shall provide, at its own cost and expense, all other repair and maintenance items, including, but not limited to upkeep of exterior walls of the building, repair 19 and maintenance of parking areas, driveways, roof and roof coverings, and major repair of the plumbing, electrical, and heating systems. 20 8. BUILDING AND SAFETY REQUIREMENTS (AF1.1 N) 21 During the full term of this Lease, LESSOR agrees to maintain the Premises in compliance 22 with all applicable building codes, statutes, and orders as they are applicable on the date of this Lease, and as they may be subsequently amended. 23 LESSOR further agrees to maintain the Premises as a "safe place of employment ", as 24 defined in the California Occupational Safety and Health Act (California Labor Code, Division 5, Part 1, Chapter 3, beginning with Section 6400) and the Federal Occupational 25 Safety and Health Act, where the provisions of such Act exceed, or supersede the California Act, as the provisions of such Acts are applicable on the date of this Lease, 26 and as they may be subsequently amended. 27 28 CCA :cv:sf 69 -4 -2 -2- 01 -20 -88 • ' 1 In the event LESSOR neglects, fails, or refuses to maintain said Premises as aforesaid, notwithstanding any other termination provision contained herein, COUNTY 2 may terminate this Lease. 3 Conditions caused solely by COUNTY and not subject to the control of LESSOR are excluded from this provision. 4 9. UTILITIES (AE4.1 N) 5 COUNTY shall he responsible for and pay, prior to the delinquency date, all charges 6 for utilities supplied to the Premises. 7 10. FIRE INSURANCE (AE5.1 S) 8 LESSOR shall maintain throughout the term of this Lease fire insurance with extended 9 coverage on the Premises to the full insurable value of improvements located on the Premises. Included in the policy or policies of fire insurance shall be a standard waiver of right of subrogation against COUNTY by the insurance company issuing said 10 policy or policies. Upon demand of COUNTY, LESSOR shall provide COUNTY with evidence 11 of compliance with these requirements. 12 11. PUBLIC LIABILITY INSURANCE (AE6.l N) 13 COUNTY agrees, at its sole expense, to maintain in force during the term of this Lease comprehensive general liability insurance, insuring against claims for injuries to 14 persons or property occurring in, upon, or about the Premises. Said insurance shall have limits of not less than $1,000,000 for injuries to person or persons, and not 15 less than $1,000,000 for property damage. At COUNTY's option, COUNTY may self - insure the coverages required by this paragraph. 16 12. TAXES AND ASSESSMENTS (AE7.1 S) 17 All taxes and assessments; if any, which become due and payable upon the Premises - 18 shall be the full responsibility of LESSOR, and LESSOR shall cause said taxes and assessments to be paid promptly. 19 13. INDEMNIFICATION (N) 20 COUNTY shall indemnify and save harmless LESSOR, its officers, agents, and employees, 21 from and against any and all claims, demands, losses, or liabilities of any kind or nature which LESSOR, its officers, agents, and employees may sustain or incur or which 22 may be imposed upon them or any of them for injury to or death of persons, or damage to property as a result of, or arising out of, the sole negligence of COUNTY, its 23 officers, agents, employees, subtenants, invitees, or licensees, in connection with the occupancy and use of the Premises by COUNTY. 24 Likewise, LESSOR shall indemnify and save harmless COUNTY, its officers, agents, and 25 employees, from and against any and all claims, demands, losses, or liabilities of any kind or nature which COUNTY, its officers, agents, and employees may sustain or incur 26 or which may be imposed upon them or any of them for injury to or death of persons, or damage to property as a result of, or arising out of, the sole negligence of LESSOR, 27 its officers, agents, employees, subtenants, invitees, or licensees, in connection with the maintenance or use of the Premises by LESSOR. 28 -3- CCA:cv:alj 0946w -4 2 -25 -88 ( 1 ! 14. DEFAULTS AND REMEDIES (AF12.1 S) 2!: In the event of any breach of this Lease by COUNTY, LESSOR shall notify COUNTY in 3. writing of such breach, and COUNTY shall have 30 days in which to initiate action to cure said breach. 4 ; 15. STATE AUDIT (AF14.1 S) 5! Pursuant to and in accordance with Section 10532 of the California Government Code, GI! in the event that this Lease involves expenditures and /or potential expenditures of State funds aggregating in excess of ten thousand dollars (510,000), LESSOR shall be 71 subject to the examination and audit of the Auditor General of the State of California ; 1 for a period of three years after final payment by COUNTY to LESSOR under this Lease. 8 The examination and audit shall be confined to those matters connected with the per - formance of the contract, including, but not limited to, the costs of administering 91 the contract. 101 16. PREVAILANCE OF LEASE (N) 111 If there is a conflict between the General Conditions and the terms specified in this Lease, the latter shall prevail over the former. 12 17. NOTICES (AF20.1 S) 13 All written notices pursuant to this Lease shall be addressed as set forth below or as 14 either party may hereafter designate by written notice and shall be personally deliver- ed or sent through the United States mail. 15 TO: LESSOR TO: COUNTY • 16 City of Seal Beach County of Orange 17 City Hall GSA /Real Estate Division 211 Eighth Street P. 0. Box 4106 18 Seal Beach, CA 90740 Santa Ana, California 92702 -4106 and 19 Orange County Fire Department Administrative Services 20 180 South Water Street Orange, CA 92666 21 1 18. ATTACHMENTS (AF21.1 S) 22 This Lease includes the following, which are attached hereto and made a part hereof: 23 I. GENERAL CONDITIONS 24I II. EXHIBITS 25 A. Description - Premises 26' 8. Plot Plan - Premises 27 28 CCA:rh:cv 69 -4 -4 -4- 12-23-87 1 IN WITNESS WHEREOF, the parties have executed this Lease the day and year first 2 above written. 3 LESSOR 4 City of Seal Beach 5 • 6 By 5-7L '7 city Manager (( 8 By . . . 9 APPROVED AS TO FORM: County( unsel 10 • 11 BY / }- 12 RECOMMENDED FOR APPROVAL: 13 Orange County Fire Department 14 By /s/ William L. Wright 15 16 ,General Services Agency Facilities & Real Property 17 Real Estate Division • 18 BY is -et/mil • tc„ ? ►� 19 Real Prope y Agent 20 21 SIGNED AND CERTIFIED THAT A COPY OF COUNTY 22 THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD. COUNTY OF ORANGE 23 24 f , / ` 25 va LINDA . ROBERTS APR 2b 1988 By Clerk of the Board of Supervisors 26 of Orange County, California 27 28 CCA:rh:sf 69 -4 -5 12 -3 -87 • ( r • 0151w-20 MJH:nd:alj 7 -9 -87 GENERAL CONDITIONS (AG1-12 S) 1. LEASE ORGANIZATION (AGI S) The various headings in this Lease, the numbers thereof, and the organization of the Lease into separate sections and paragraphs are for purposes of convenience only and shall not be considered otherwise. 2. INSPECTION (AG2 S) LESSOR or his authorized representative shall have the right at all reasonable times to inspect the Premises to determine if the provisions of this Lease are being complied with. 3. SUCCESSORS IN INTEREST (AG3 5) Unless otherwise provided in this Lease, the terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators. and assigns of all the parties hereto, all of whom shall be jointly and severally liable hereunder. 4. COST OF SUSTAINING AN ACTION FOR BREACH OR DEFAULT (AG4 S) In the event either LESSOR or COUNTY commences legal action against the other claiming a breach or default of this Lease, the prevailing party in such litigation shall be entitled to recover from the other costs of sustaining such action. including reasonable attorney fees, as may be fixed by the Court. 5. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (AGS S) If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, restrictive governmental laws or regulations, or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. However, nothing in this clause shall excuse either party from the prompt payment of any rental or other charge required of them except as may be expressly provided elsewhere in this Lease. 6. DESTRUCTION OF OR DAMAGE TO PREMISES (AG6 5) In the event of: A. Partial destruction of or damage to Premises; or 0. The Premises being declared unsafe or unfit for occupancy by any public authority authorized to make such declaration, for all reason other than COUNTY's act, use, or occupation, except as otherwise provided herein; A5 -6 l LESSOR shall immediately make repairs as are necessary to restore the Premises to the condition which existed prior to destruction or damage and /or make repairs as are necessary to make the Premises safe and fit for occupancy. The destruction (including any destruction necessary in order to make repairs required by any declaration), damage or declaration shall in no way render this Lease null and void; COUNTY shall, however, be entitled to a reduction of rent during any period its use and occupancy of the Premises is adversely affected by reason of destruction, damage, declaration, and /or subsequent repair required thereby. Such reduction shall be proportionate to the interference with COUNTY's ordinary use of the Premises. If LESSOR refuses to make such repairs or if such repairs are not completed by LESSOR within 60 days, COUNTY may, at its option, terminate the Lease or make such repairs and deduct COUNTY's direct and entire cost thereof from rent owing LESSOR. 7. AMENDMENT (AG7 S) This Lease sets forth the entire agreement between LESSOR and COUNTY and any modification must be in the form of a written amendment. 8. PARTIAL INVALIDITY (AGO, S) If any term, covenant, condition, or provision'of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. 9. WAIVER OF RIGHTS (AG9 S) The failure of LESSOR or COUNTY to insist upon strict performance of any of the terms, conditions, and covenants in this Lease shall not be deemed a waiver of any right or remedy that LESSOR or COUNTY may have, and shall not be deemed a waiver of any right or remedy for a subsequent breach or default of the terms, conditions, and covenants herein contained. 10. HOLDING OVER (AG10 S) In the event COUNTY shall continue in possession of the Premises after the term of this Lease, such possession shall not be considered a renewal of this Lease but a tenancy from month to month and shall be governed by the conditions and covenants contained in this Lease. 11. TIME (AG11 S) Time is of the essence of this Lease. 12. DEFINITION OF COUNTY (AG12 S) The term "COUNTY" shall mean the Board of Supervisors of the political body that executed this agreement or its authorized representative. �.. LEASE DESCRIPTION PARCEL NO: GA 869 -3 WRITTEN BY: CCA PROJECT NAME: Seal Beach Fire Station No. 44 APPROVED BY: FA LESSOR: City of Seal Beach PARCEL GA 869 -3 All the Premises shown on a plot plan marked "Exhibit 8" attached hereto and made a part hereof, being that certain fire station at 718 Central Avenue, in the City of Seal Beach, County of Orange, State of California and located on Lots 41, 43, 45, and 47 of Block 7 of the Bay City Tract, per Map recorded in Book 3, Page 19 of Miscellaneous Maps, in the Office of the County Recorder of Orange County, California, together with the exclusive use of five parking spaces located on Lots 35, 37, and 39 of Block 7 of said Bay City Tract. NOT TO BE RECORDED EXHIBIT A CCA:cv 0946w -1 2 -18 -88 . ... • . .. .- C 7 .. _. .. N. . . .. %... -- - _ -.- - . AL L Si c rtl; -11 1 . r .. . . _ S Allet.o Sig 6 Ose7} PesAgigt,- . ...- N . KZ , - ; - - • . : . . . . _ PARKING- LOT 1, • • • • . _ :4-.,,, ° _ 1 1 . H 1,.. 1 .... 1 . , A __ \ -:. . _ • . e 5T44 ti • • . • ., . 7 . • -:, . - .. i." . • - P ig.- • , (-- N ; . c 134 1/pv y : :: : : .. . ...pis PREMISE'S "--. I ... ..• / . . - .. . . MCE 5JP 5 . S P407 /02 • ,4/V .5.54 Z. a Exl t "et/ F sr-4 r/OA! .16 CEA/ 7,e4Z ..4k19 plan No. -5.F.-4L 4±3S..44 C44../..c. ra 7 o4 G-. . :Prepd: Chkd: Date: • County at °nuns. .. :. • • . .. F0270-743 " I . • EX IP 0 Vs f li l a - A8-17 . - - • • •• • "-r.. . . • .--.s% if - . . .... . 1 • .—....—........: Attachment "F" Fire Station 48 Lease Agreement (April 26, 1988) 1 GA 869 -4 Seal Beach Fire Station No. 48, 2 (3131 Beverly Manor Road) 3 4 • 5 6 LEASE 7 8 9 THIS IS A LEASE, made '• t?jg , 4-990, by and between CITY OF SEAL 10 BEACH, hereinafter referred to as "LESSOR ", and COUNTY OF ORANGE, hereinafter referred to as "COUNTY ", without to number and gender. 11' RECITALS: 12 13 A. LESSOR and COUNTY have entered into a Fire Protection Agreement hereinafter ' referred to as "Agreement." Pursuant to the Agreement COUNTY has agreed to provide 14 fire protection and medical aid services for LESSOR for the five year period from July 1, 1987, through June 30, 1992. 15 B. COUNTY requires the use of LESSOR's fire station facility known as Seal Beach Fire 16 Station No. 48 located at 3131 Beverly Manor Road, Seal Beach, California for the purpose of providing said fire protection and medical aid services. 17 NOW, THEREFORE, LESSOR and TENANT hereby agree as follows: 18 1. RECITALS A and B are incorporated and made a part hereof as though set forth at 19 length herein. 20 2. PREMISES (AA2.1 N) 21 LESSOR leases to COUNTY that certain property hereinafter referred to as "Premises ", described in "Exhibit A" and shown on "Exhibit B, which exhibits are attached hereto 22 and made a part hereof. LESSOR reserves the right to non - exclusive use of the racquetball building on the 23 Premises which includes the right to reasonable ingress and egress thereto. LESSOR's 24 use of the racquetball building shall not interfere with COUNTY's quiet use and enjoy- ment of the Premises. In addition, LESSOR reserves the right to non- exclusive use of 25 the driveway shown on Exhibit B for ingress and egress to and from Beverly Manor Road. 26 27 CCA:rh:cv 22 -2 -1 1 -6 -88 1 3. TERMINATION OF PRIOR AGREEMENTS (AA4.1 N) 2 It is mutually agreed that this Lease shall terminate and supersede the lease dated 3 July 31, 1984, between the parties hereto covering all or any portion of the Premises, EXCEPT that all personal property and /or equipment (e.g., fixtures, partitions, 4 counters, shelving) attached to and /or placed upon any portion of the Premises by COUNTY pursuant to the terms of said prior agreement between the parties hereto shall remain 5 the personal property of COUNTY. 6 4. TERM (A83.1 N) 7 The term of this Lease shall commence on the date of execution by COUNTY, and. shall run concurrently with the term of the Agreement and any extensions or renewals thereof. If $ said Agreement is terminated for any reason, this Lease shall also be terminated at the same time. Notwithstanding anything to the contrary in this Lease, each party hereto 9 may terminate this Lease on 30 days written notice to the other party. 10 5. CONSIDERATION (N) = 11 In consideration of the fire protection and medical aid services to be provided by • COUNTY to LESSOR as set forth in the Agreement, this Lease shall be rent free. 12 6. ALTERATIONS (AE1.1 N) 13 COUNTY may make improvements and changes in the Premises, including but not limited to 14 the installation of fixtures, partitions, counters, shelving, and equipment as deemed necessary provided the change, addition, or improvement is made with LESSOR's prior 15 written consent which consent shall not be unreasonably withheld. It is agreed that any such fixtures, partitions, counters, shelving, or equipment attached to or placed upon 16 the Premises by COUNTY shall be considered as personal property of COUNTY, who shall have the right to remove same. COUNTY agrees that the Premises shall be left in as 17 good condition as when received, reasonable wear and tear excepted. 18 7. REPAIR, MAINTENANCE, AND JANITORIAL SERVICE (AE2.2 N) 19 COUNTY shall provide, at its own cost and expense, all janitorial supplies and services to the Premises, including the supplying of rest room expendables and replacement of 20 light bulbs and fluorescent tubes. COUNTY shall also provide, at its own cost and expense, the cleaning and repainting of interior surfaces, routine servicing and main - 21 tenance of the plumbing, electrical, and heating systems, repair and maintenance of the air conditioning system, and repair of all damage caused by COUNTY's misuse of the 22 Premises. 23 LESSOR shall provide, at its own cost and expense, all other repair and maintenance items, including, but not limited to upkeep of exterior walls of the building, repair 24 and maintenance of parking areas, driveways, roof and roof coverings, and major repair of the plumbing, electrical, and heating systems. 25 26 27 28 CCA:rh:sf 22 -2 -2 -2- 01-20-88 • ' _ i ( 1 LESSOR shall provide all maintenance of the landscape areas within the Premises and 2 LESSOR's adjacent lawn area, except watering which shall be the responsibility of COUNTY. 3 8. BUILDING AND SAFETY REQUIREMENTS (AF1.1 N) 4 During the full term of this'Lease, LESSOR agrees to maintain the Premises in compliance with all applicable building codes, statutes, and orders as they are applicable on the 5 date of this Lease, and as they.may be subsequently amended. 6 LESSOR further agrees to maintain the Premises as a "safe place of employment ", as defined in the California Occupational Safety and Health Act (California Labor Code, 7 Division 5, Part 1, Chapter 3, beginning with Section 6400) and the Federal Occupational Safety and Health Act, where the provisions of such Act exceed, or supersede the California Act, as the provisions of such Acts are applicable on the date of this Lease,. and as they may be subsequently amended. 9 In the event LESSOR neglects, fails, or refuses to maintain said Premises as aforesaid, 10 notwithstanding any other termination provision contained herein, COUNTY may terminate this Lease. 11 Conditions caused solely by COUNTY and not subject to the control of LESSOR are excluded 12 from this provision. 13 9• UTILITIES (AE4.1 N) • 14 COUNTY, shall be responsible for and pay., prior to the delinquency date,.a)1 charges for': utilities supplied to the Premises, except water which shall be the obligation of the 15 LESSOR." 16 10. FIRE INSURANCE (AE1.1 S) . 17 LESSOR shall maintain throughout the term of this Lease fire insurance with extended coverage on the Premises to the full insurable value of improvements located on the 18 Premises. Included in the policy or policies of fire insurance shall be a standard waiver of right of subrogation against COUNTY by the insurance company issuing said - lg policy or policies. 'Upon demand of COUNTY, LESSOR shall provide COUNTY with evidence of compliance with these requirements. • 20 11. PUBLIC LIABILITY INSURANCE (AE6.1 N) . 21 COUNTY agrees, at its sole expense, to maintain in force during the term of this Lease • 22 comprehensive general liability insurance, insuring against claims for injuries to persons or property occurring in, upon, or about the Premises. Said insurance shall . 73 have limits of not less than $1,000,000 for injuries to person or persons, and not less than $1,000,000 for property damage. At COUNTY's option, COUNTY may self - insure the • 24 coverages required by this paragraph. 25 12. TAXES AND ASSESSMENTS (AE7.1 S) 26 All taxes and assessments, if any, which become due and payable upon the Premises shall be the full responsibility of LESSOR, and LESSOR shall cause said taxes and assessments 27 to be paid promptly. 28 CCA:rh 22 -2 -3 -3- 01 -07 -88 • ` (f 1;' 13. INDEMNIFICATION (N) 2: COUNTY shall indemnify and save harmless LESSOR, its officers, agents, ana employees, ,i from and against any and all claims, demands, losses, or liabilities of any kind or 3 nature which LESSOR, its officers, agents, and employees may sustain or incur or wnich I may be imposed upon them or any of them for injury to or death of persons, or damage to 4 1 property as a result of, or arising out of, the sale negligence of COUNTY, its officers, agents, employees, subtenants, invitees, or licensees, in connection with the occupancy 5 1 and use of the Premises by COUNTY. 6 I Likewise, LESSOR shall indemnify and save harmless COUNTY, its officers, agents, and i employees, from and against any any and all claims, demands, losses, or liabilities of 7 1 any kind or nature which COUNTY, its officers, agents and employees may sustain or incur or which may be imposed upon them or any of them for injury to or death of persons, or 81 damage to property as a result of, or arising out of, the sole negligence of LESSOR, its 9 officers, agents, employees, subtenants, invitees, or licensees, in connection with the maintenance or use of the Premises by LESSOR. 10� 14. DEFAULTS AND REMEDIES (AF12.1 S) 11 In the event of any breach of this Lease by COUNTY, LESSOR shall notify COUNTY in writing of such breach, and COUNTY shall have 30 days in which to initiate action to cure said 12 breach. • • 13 15. STATE AUDIT (AF14.1 S) 14 Pursuant to and in accordance with Section 10532 of the California Government Code, in the event that this Lease involves expenditures and /or potential expenditures of State 15 funds aggregating in excess of ten thousand dollars ($10,000), LESSOR shall be subject 16 to the examination and audit of the Auditor General of the State of California for a period of three years after final payment by COUNTY to LESSOR under this Lease. The 17 examination and audit shall be confined to those matters connected with the performance of the contract, including, but not limited to, the costs of administering the contract. 18 16. PREVAILANCE OF LEASE (N) 19 If there is 'a conflict between the General Conditions and the terms specified in this 20 Lease, the latter shall prevail over the former. 21 17. NOTICES (AF2O.1 S) All written notices pursuant to this Lease shall be addressed as set forth below or as 22 either party may hereafter designate by written notice and shall be personally delivered 23 or sent through the United States mail. 24 25 26 27 • 28 CA :rh:sf 22 -2 -4 -4- '2 -25 -88 i. 1 TO: LESSOR TO: COUNTY 2 City of Seal Beach County of Orange 3 City Hall GSA /Real Estate Division 211 Eighth Street P. 0. Box 4106 4 Seal Beach, CA 90740 Santa Ana, California 92702 -4106 • 5 and • Orange County Fire Department • 6 Administrative Services 180 South Water Street 7 Orange, CA 92666 8 18. ATTACHMENTS (AF21.1 S) 9 This Lease includes the following, which are attached hereto and made a part hereof: 10 I. GENERAL CONDITIONS 11 II. EXHIBITS • 12 A. Oescription - Premises 13 B. Plot Plan - Premises :. 14 15 16 • • 17 18 19 20 21 22 23 • 24 25 • 26 27 28 CCA :rh 22 -2 -5 -5- 1-7-88 1I IN WITNESS WHEREOF, the parties have executed this Lease the day and year first 2 above written. 3 LESSOR -I City of Seal Beach o f By 7 I City Manage 8 By . . 9 APPROVED AS TO FORM: County Counsel 10 / 1 1 11 BY }"�- -- V L 1 l ;C RECOMMENDED FOR APPROVAL: 13 Orange County Fire Department 14 By /s/ William L. Wright 15 16 General Services Agency Facilities & Real Property 17 Real Estate Division • 18 , By 19 'ea 'roper igent O 20 21 SIGNED AND CERTIFIED THAT A COPY OF COUNTY 22 THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD. COUNTY OF ORANGE 23 25 LINDA D. ROBERTS AYR irb 1988 • Clerk of the Board of Supervisors 26 of Orange County, California 27 28 CCA:rh:sf 22 -2 -6 12 -3 -87 ( (. Ol5lw -ZO MJH:nd:alj 7 -9 -87 GENERAL CONDITIONS (AG1-12 S) 1. LEASE ORGANIZATION (AG1•S) The various headings in this Lease, the numbers thereof, and the organization of the Lease into separate sections and oaragraohs are for purposes of convenience only and shall not be considered otherwise. 2. INSPECTION (AG2 S) LESSOR or his authorized representative shall have the right at all reasonable times to inspect the Premises to determine if the provisions of this Lease are being complied with. 3. SUCCESSORS IN INTEREST (AG3 S) - Unless otherwise provided in this Lease, the terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the parties hereto, all of whom shall be jointly and severally liable hereunder. 4. COST OF SUSTAINING AN ACTION FOR BREACH OR DEFAULT (AG4 S) In the event either LESSOR or COUNTY commences legal action against the other claiming a breach or default of this Lease, the prevailing party. in such litigation shall be entitled to recover from the other costs of sustaining such action, including reasonable attorney fees, as may be fixed by the Court. 5. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (AG5 S) If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, restrictive governmental laws or regulations, or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay; and the period for the performance of any such act shall-be extended for a period equivalent to the period of such delay. However, nothing in this clause shall excuse either party from the prompt payment of any rental or other charge required of them except as may be expressly provided elsewhere in this Lease. 6. DESTRUCTION OF OR DAMAGE TO PREIMISES (AG6 S) In the event of: A. Partial destruction of or damage to Premises; or • 8. The Premises being declared unsafe or unfit for occupancy by any public authority authorized to make such declaration, for all reason other than COUNTY's act. use, or occupation, except as otherwise provided herein; A5 -6 l t -. LESSOR shall immediately make repairs as are necessary to restore the Premises to the condition which existed prior to destruction or damage and /or make repairs as are necessary to make the Premises safe and fit for occupancy. The destruction (including any destruction necessary in order to make repairs required by any declarationl, damage or declaration shall in no way render this Lease null and void; COUNTY shall, however, be entitled to a reduction of rent during any period its use and occupancy of the Premises is adversely affected by reason of destruction, damage, declaration, and /or subsequent repair required thereby. Such reduction shalt be proportionate to the interference with COUNTY's ordinary use of the Premises. If LESSOR refuses to make such repairs or if such repairs are not completed by LESSOR within 60 days, COUNTY may, at its option, terminate the Lease or make such repairs and deduct COUNTY's direct and entire cost thereof from rent owing LESSOR. 7. AMENDMENT (AG7 S) This Lease sets forth the entire agreement between LESSOR and COUNTY and any modification must be in the form of a written amendment. 8. PARTIAL INVALIDITY (AG8 S) If any term, covenant, condition, or provision of this Lease is held by a.court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full farce and effect and shall in no way be affected, impaired, or invalidated thereby. 9. WAIVER OF RIGHTS (AG9 5) The failure of LESSOR or COUNTY to insist upon strict performance of any of the terns, conditions, and covenants in this Lease shall not be deemed a waiver of any right or remedy that LESSOR or COUNTY may have, and shall not be deemed a waiver of any right or remedy for a subsequent breach or default of the terms, conditions, -and covenants herein contained. 10. HOLDING OVER (AG10 S) In the event COUNTY shall continue in possession of the Premises after the term of this Lease, such possession shall not be considered a renewal of this Lease but a tenancy from month to month and shall be governed by the conditions and covenants contained in this Lease. 11. TIME (AG11 S) Time is of the essence of this Lease. 12. DEFINITION OF COUNTY (AG12 S) The term "COUNTY" shall mean the Board of Supervisors of the political body that executed this agreement or its authorized representative. LEASE DESCRIPTION PARCEL NO: GA 369 -4 WRITTEN BY: CCA PROJECT NAME: Seal Beach Fire Station No. 48 APPROVED BY: FA LESSOR: City of Seal Beach PARCEL GA 859 -4 All the Premises shown on a plot plan marked "Exhibit 3" attached hereto and made a part hereof, being that certain fire station at 3131 Beverly Manor Road, in the City of Seal Beach, County of Orange, State of California and located on a portion of Section 6, T4S, R11W in the Rancho Los Alamitos, as shown on Map No. 2 attached to the Final Decree of Partition of said Rancho, a certified copy of which was recorded February 2, 1891 in Book 14, page 31 of Deeds in the Office of the County Recorder of Orange County, California, together with the non - exclusive use of the driveway adjacent to the Premises on the north and the racquetball building within the Premises. NOT TO BE RECORDED EXHIBIT A CCA:cv 0946w -2 2 -18 -88 - rc< PREMISES 1 4 i � . • / j I DRIVEWAY FOR INGRESS 8 E "TRESS l. / // TO & FROM BEVERLY MAYOR ROAD / PREmiS� RESERVED FOR JOINT USE • -►� :° RACQUETBALL BUFLDING o , mi l ` RESERVED FOR JOINT USE ��" �• y • IC- d° - S<4 • ni Q RARAImi • ` �s • b ib, le j _ v � �1 ire' R 4 p OET . • 1 AT: T / o,�I �% 4 < • in N i.,, N . • •• • ,3E✓E2LY MAMOK ROAO • • PLOT PLAN ' F . Gamy of °rugs . , SEAL BEACH FIRE STATION N0. 48 Pte; Sl Beverly Manor Road Chkd: SA Seal Beach, California :.' GA 869 -4 ,Date: Heal Estes °Maim " FC7D 43 i E H 8 r r R : A8 -17 JUN 23 '95 aa:4ERM CTY /ORANGE REALEST P.1 ASSIGN AND ASSUMPTION OF LEASES AND CONTRACTS THIS AGREEMENT effective as of Marsh 1, 1995, is by and between the County of Orange ( "County and the Orange County Fire Authority ( "OCFA" or "Authority "). • RECITALS A. On March 1, 1995, the Orange county Fire Authority was formed, as the successor to the Orange County Fire Department. B. The Joint Powers Agreement Creating the Orange County Fire Authority (the "JPA Agreement ") provides that all Orange County Fire Department leases and contracts will be assigned to and assumed by OCFA effective as of March 1, 1995. As a result of the County's December 6, 1994 Chapter 9 bankruptcy filing, the subject of this Agreement will be heard by the Bankruptcy Court on 25, 1995. NOW, THEREFORE, the parties agree as follows: 1. Assignment. Pursuant to the JPA Agreement, County hereby assigns and transfere to OCFA all of its rights, title and interest in and to all the leases listed on attached Exhibit A and contracts listed on attached Exhibit B, and both exhibits are incorporated herein. OCFA expressly assumes and agrees to keep, perform, and fulfill all the terms, covenants, conditions and obligations required to be kept, performed and fulfilled by County as lessee or contrasting party thereunder, including the making of all monetary payments due to or payable when due and payable. 2. Release of County. - Subject to Article vI section 4(e) of the JPA Agreement, OCFA hereby releases County from any further obligations under the leases or contracts listed on Exhibits A and 8. - 3. Execution of Documents. 'County, by and through agent with delegated authority, and OCFA shall take any and all further actions or execute any and all documents necessary to carry out this assignment and assumption. OCFA shall prepare any such documentation. rsa\ aunseoao ulas u.►'ovu 5 • • JUN 23 '95 0B :42RN.CTWORRNGE REALEST P.2 • 4• Severabs {ri In the event any sentence or paragraph of this Agreement is declared void by a court of competent jurisdiction, said sentence or paragraph shall be deemed severed from the remainder Of this Agreement, and the balance of this Agreement shall remain in effect. 5 Modifications. This Agreement may not be modified, amended or changed by any party, except in writing, executed by both parties, specifying the modification, amendment or change. 6. Choice of Law. This Agreement and all amendments thereto shall be governed by the laws of the State of California, and venue for legal action arising out of this Agreement shall be in Orange County, California. 7• Attac man +c, This Assignment and Assumption of Leases and Contracts includes the following, which are attached hereto and made a part hereof: I. Exhib,fl A. Leases assigned by County of Orange to and assumed by the Orange County Fire Authority. 8. Contracts assigned by the County. of Orange to and assumed by the orange County Fire Authority. n .e/1ee95 -2- .. JUN 23 '95 03:43AM CTY'ORANGE REAIrCT P.4 • • IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. DATED: MALI 'LS IYY ORANGE. COUNTY F }tE AUTHORITY • i dtettiliftiti A\ 41; maize • • APPROVED.AS.TO FORM: Elisabeth Dixon • • COUNTY OF ORANGE, a political subdivision of the State of California ■ BY ►.1 . a of to Boar�•f Supervisors �� . SIGNED AND CERTIFIED THAT A • • COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO TUB CHAIRMAN OF THE BOARD lfaz�.lt .. 62- / _q5' Kathleen Goodno, • Acting Clerk of the Board of Supervisors, County of Orange - • APPROVED AS TO FORM: TERRY C. ANDRUS, COUNTY COUNSEL By: Deputy County Counsel Pf2W210167846801121<s9y1.1 45l19/9s -3- JUN Y' 23 '95 08: CTORRNGE RERLEST P.3 IN WITNESS WHEREOF, the parties have executed this Agreement the day year first above written. • DATED: .ORANGE COUNTY FIRE AUTHORITY • Chair APPROVED AS TO FORM: • • Elizabeth Dixon COUNTY OF ORANGE, a political subdivision of the State of California By: Chairman of its Board of Supervisors SIGNED AND CERTIFIED THAT .A COPY OF THIS DOCUMENT HAS BEEN DELIVERBD.TO THE CHAIRMAN OF THE BOARD Kathleen Goodno, Acting Clerk of the Board of Supervisors, County of Orange • • APPROVED AS.TO FORM: TERRY C. ANDRUS, COUNTY COUNSEL • . By: a-..- ,�. • /9s Deputy County Counsel • Fe349210t6t70.comn 59$4.1 anon -3- . JUN 23 '95 08 :43RM CTY /ORANGE REALEST P• EXHIBIT A • LEASES TO BE ASSIGNED BY COUNTY OF ORANGE TO ORANGE COUNTY FIRE • AUTHORITY STATION - LEWSOR CyMMENCED DEM 1 Station 3 Sunset Beach Chamber 2 / 13 /7 3 . Month Parking for Station of Commerce to GA 818 -3 -1 P. O. Box 175. Month Sunset Beach, CA 90742 /doer 2 Station 11 Emerald Bay Community 4/11/52 4/10/02 9802 Emerald Drive; • Association, Lessor, Laguna Beach, CA 1 Emerald Bay GA 827 -1 Laguna Beach, CA 3 Radio Communications License The Irvine Co. 9/27/94 .3/14/04 9802 Emerald Drive P. O. 8ox I Laguna Beach, CA 550 Newport Center GA 827 -3 -3 Newport Beach, CA 4 Station 12 Pacific Electric R/R 12/1/54 Month 8953 S. Walker St. (Now OCTA), Lessor. to Cypress, CA Access Rights Month GA 803 -3 Holdover 5 Station 13 City. of La Palma 2/25/92 * 7822 Walker Street 7822 Walker Street La. Palma,. CA La Palma, CA GA 845 -8 6 Station 15 The Irvine Co. 8/29/89 Month 3202 Santiago Canyon Rd 550 Newport Center • to Irvine Lake Area Newport Beach, CA Month GA 864 -2 Holdover 7 Station 17 City of Cypress 1/17/71 1/10/21 4941 Cerritos Avenue 5275 Orange Ave. Cypress, CA Cypress, CA • GA 848 -1 8 Station 29 Capistrano Beach County 10/1/59 1/10/09 26111 Victoria Boulevard Water District Joint Protection Capistrano Beach, CA 26091 Victoria Blvd. Agreement GA 828 -1 Capistrano Beach, CA 9 Station 34 City of Placentia 6/8/89 * 1530 N. Valencia Avenue • 401 E. Chapman Ave. Placentia, CA Placentia, CA GA 858 -5 * Runs concurrently with Fire Agreement • JUN E3 '95 08:43AM CTY'ORRNGE REALEST P.6 .. • Fire sfat n Lease Aasigrteent • EXHIMTA 10 Station 36 City of Placentia 8/8/89 s 118 South Bradford Ave. 401 E Chapman Ave. Placentia, CA Placentia, CA QA 858 -6 11 Station 37 • City of Tustin 2/13/92 * 14901 Redhill Avenue 300 Centennial Way Tustin, CA . Tustin, CA GA 881 -4,. Office of City Manager 12.Station 38, Temp. Parker - Hannifin Co. 9/24/85 Month 28 Parker Street 17325 Euclid Ave. • to Lake Forest, CA . Cleveland, Ohio 92715 Month ' GA 829 -7 Holdover 13 Station 43 City of Tustin 6/28/94 a " 11490 Pioneer Way P. O. Box 3539 Tustin, CA Tustin, CA " GA 880 - 2 . Attention: City Manager 14 Station 44 City of Seal Beach 4/28/88 s 718 Central Avenue City Hall Seal Beach, CA 211 8th Street GA 889 -3 Seal Beach, CA 15 Station 48 City of Stanton 9/1/87 * 7871 Pacific Street City Hall Stanton, CA 10660 Western Ave GA 820 -2 Stanton, CA 16 Station 48 City of Seal Beach 4/26/88 * 3131 Beverly Manor Rd City Hall Seal Beach, CA 211 8th Street GA 889 -4 Seal Beach, CA 17 Station 50 'City of San Clemente 8/16/94 * 870 Caminos Los Mares 100 Avenida Presidio San Clemente, CA San Clemente, CA GA 889 -2 Attention: City Manager 18 Station 59 City of San Clemente 4/16/94 s 1030 Calle Negorio, 100 Avenida Presidio San Clemente, CA San Clemente, CA GA 889 -1 Attention :.City Manager • 19 Station 60 City of San Clemente 8/16/94 s 100 Avenida Presidio, 100 Avenida Presidio San Clemente, CA. San Clemente, CA GA 889 -3 Attention: City Manager * Runs concurrently with Fire Agreement JUN 23 '95 OB :44AM CTY/ORANGE REALEST ' P.7 Fire Department Loam Assefgnment . ' EXHIBIT A 20 Station 61 City of Buena Park 5/24/94 * 8081 Western Avenue 6650 Beach Blvd. Buena Park, CA. Buena Park, CA GA 812-1 21 Station 62 City of Buena Park 5/24/94. * 7780 Artesia Boulevard 6650 Beach Blvd. Buena Park, CA Buena Park, CA GA 812 -2 22 Station 63 .. City of Buena Park 5/24/94 a 9120 Holder Street 28650 Beach Blvd. • Buena Park, CA Buena Park, CA GA 812 -3 ' 23 Fire Headquarters Revely Family Trust, 3/24/95 3/31/97 1110.E. Chapman Avenue 50 La Cerra Drive Orange, CA ' . Sunrise Country Club GA 886 -3 -3 . Rancho Mirage, CA 24 Fire Headquarters Revely Family Trust, 10/13/94 10/12/95 1110 E. Chapman Avenue 50 La Cerra Drive Orange, CA Sunrise Country Club ,868 -9 -1 . Rancho Mfrage,'CA 25 Fire Hgtrs Annex Strunza Development 10/18/93 10/17/96 606 E. Chapman Ave. Corporation of CA Orange, CA 806 6. Chapman, f200 GA 866 -7 -1 Orange, CA • 28 Fire Helicopter Full . City of Fullerton, 1/70/96 1/9/00 3815 Commonwealth Avenue 303 W. Commonwealth Fullerton, CA Fullerton, CA GA 888 -2 -1 Attention: City Manager 27 Access to Remote Auto. San Juan Partnership 3/2/93 12/31/00 Weather Station (RAWS) No. II Located in Bell Canyon . �P. O. Box 9 Entry Permit San Juan Capfstrano,CA GA 877 -1 • 28 Station 38 City of Irvine 1/20/93 - 1/20/2048 301 E. Yale Loop 1 Civic Center Plaza Irvine, CA Irvine, CA • * Runs concurrently with Fire Agreement "Ay f2,1395 • Attachment "G" Assignment and Assumption of Leases and Contracts (1995) 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"): 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 1 554584.1 Article 1, Chapter 5, Division 7, Title I (commencing with Section 6500) of the 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: AGREEMENT 1. Article IV, Sections 3.8., 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 2 554584,1 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.D.; 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 2009/2010 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. Participation in Maintenance and Replacement Programs. 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, 3 554584.1 • Section 1.C., and (2) the cost of participation in the Authority's vehicle replacement / depreciation program as set forth in Article VI, Section 1.D. E. Cap on Annual Adjustments. 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.B., 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 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 remaining 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." 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 Charge. Beginning with fiscal year 2014/2015, and every five years thereafter, data will be compiled to review the actual 4 554584.1 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 auditors 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 percent (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 5 554584.1 one half percent (7.5 %) shall be excluded from the Service Charge only in the first year 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 4.0. 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." 5. Article VI, Section 1.C. is amended to read as follows: "C. Maintenance and Repairs. 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 6 554584.1 • 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. (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. (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." 7 • 554584.1 6. Article VII, Sections 1.A. and B. are amended to read as fol lows: "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 an 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 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 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: 8 554584.1 • "F. Negotiation 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: "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.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 prior to the date of its withdrawal." - 9. All terms 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. 9 554584.1 COUNTY OF ORANGE, a political subdivision the State of California 1 4 Dated: / 11 ' 5 B y : Chris Norby Chairman of its Board of Supervisors SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD . ir D- lens 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: E . _ �i Dated: /1 / z 9 / ® - (Signatures Continued on Page 111 10 554584.1 . CITY OF ALISO VIIEJO Dated: /-14 -OB' By: �� r Mark A. Pulone City Manager ATTEST: A AA- D. RUTH - t,,3reeiln City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager . City of Aliso Viejo 12 Joumey, Suite 100 Aliso Viejo, CA 92656 -5335 • Phone: (949) 425-2500 Fax: (949) 425-3899 APPROVED AS TO FORM: Best Best & Krieger r 1 'City Attorney • [Signatures Continued on Page 12] 11 S45427.1 CITY // a OF BUENA PARK Dated: /1 By: \�— ar \ i' , � v Rick War Manager ATTEST: 4 Shalice Reynoso City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Buena Park 6650 Beach Blvd. Buena Park, CA 90620 Phone: (714) 562 -3500 Fax: (714) 562-3599 APPROVED AS TO FORM: Richards Watson & Gershon By: City Attorney [Signatures Continued on Page 93] 12 554584.1 CITY OF C "ESS Dated: I -D By: SA. R : ahorski E ity Manager ATTEST: Denise Basham City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Cypress 5275 Orange Avenue Cypress, CA 90630 Phone: (714) 229-6688 Fax: (714) 229-0154 APPROVED AS TO FORM: Aleshire & Wynder LLP By: /0 ' City Attorney (Signatures Continued on Page 14] 13 554564.1 • CITY • F DANA P P , OINT Dated: � O ,�/ 2 be By: ���/ R Do glas C. Ch. - . ys C Manager ATTEST: 4 yW.rd C y Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Dana Point 33282 Golden Lantern Dana Point, CA 92629 Phone: (949) 248-9890 Fax: (949) 248-9920 APPROVED AS TO FORM: Rutan & Tucker By: A. Patrick Mun. City Attorney Note: each Orange County Fire Authority member agency listed on page 1 of this agreement will have their own signature page similar to this page. 1.4 CITY OF I' INE Dated: Sj7Th4/ZY 21, pPF• By: dr r Sean Joyce City Manager ATTEST: &AL44C_ Sharie Apodaca City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Irvine One Civic Center Plaza Irvine, CA 926065208 Phone: (949) 724 -6249 Fax: (949) 724 -6045 APPROVED AS TO FORM: Rutan & T �' e By: City Attorney [Signatures Continued on Page 16] 15 554584.1 CITY OF LA PALMA Dated: Y'F- ,aszvDCr 12. ,21:cfr g� 0 •'iexz 3�� y d Dominic Liaretto City Manager ATTEST: f` Laurie Murray c City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of La Palma 7822 Walker Street La Palma, CA 90623 Phone: (714) 523-7700 Fax: (714) 523 -7351 APPROVED AS TO FORM: RUTAN & TUCKER By: 11 � Cii Attorney [Signatures Continued on Page 17] 16 545427.7 CITY OF LAGUNA HIL Dated:__ u4h /2/ I°7 By: uce E. Charming / ity Manager ATTEST: Pe99Y' •� ' City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Laguna Hills 24035 El Toro Road Laguna Hills, CA 92653 Phone: (949) 707-2600 Fax: (949) 707 -2614 APPROVED AS TO FORM: Woodruff, Spradlin & Smart By: Gregory E. Simonian City Attorney [Signatures Continued on Page 18] 17 54531 CITY OF LAGUNA NIGUEL Dated: h By: \/,C I ;,ma / 1 (it Timothy J�C e City Manager l/ ATTEST: Pam Lawrence Acting City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Laguna Niguel 27801 La Paz Rd. Laguna Niguel, CA 92677 Phone: (949) 362 -4380 Fax: (949) 362 -4340 APPROVED AS TO FORM: By. f( . v-- T erry : Dixon U City A orney [Signatures Continued on Page 19] • 18 554584.1 CITY OF LAGUNA WOODS Dated: / ._ l . 7 - D IA _ i1.1 -- Leslie Keane City Manager ATTEST: 6 Susan Condon ( _ City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Laguna Woods 24264 El Toro Road Laguna Woods, CA 92637 Phone: (949) 639-0500 Fax: (949) 639-0591 APPROVED AS TO FORM: Burke, Williams & Sorensen By: /4/ U. `l i! r City Attomey (Signatures Continued on Page 20] 19 554584.1 • CITY OF LAKE FOREST Dated: 01/0210$ By: ` j� 't,c_ --i L e ` _ --r.. — Robert C. Dunek City Manager ATTEST: / 1�L. t s... 4 - • Sherry Wen'`." r / / , City Clerk / NOTICE TO CITY TO BE GIVEN TO: City Manager City of Lake Forest 23161 Lake Center Drive, Suite 100 Lake Forest, CA 92630 Phone: (949) 461 -3400 Fax: (949) 461 -3511 • APPROVED AS TO FORM: 114 B -. Best & Krieger LLP \ \ BY: t`, % . arca • City Attorney [Signatures Continued on Page 21) • 20 554584.1 CITY OF LOSS ALAMITOS Dated: 4 - s -- -° -� By: e� ' iei-ez, Dave Rudat Interim City Manager ATTEST: san 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: (562) 431-3538 Fax: (562) 493 -1255 APPROVED AS TO FORM: Best Best & Krieger LLP De—d — ity Attorney (Signatures Continued on Page 22] 21 554584.1 of r� CITY OF MISSION VIEJO Dated:" Uo By: Dennis Wilberg City Manager ATTEST: IJ ta Kars 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: (949) 470-3000 Fax: (949) 859 -1386 APPROVED AS TO FORM: Richards Watson & Gershon By: City Attorney / [Signatures Continued on Page 231 22 554584.1 CITY OF PLACENTIA / Dated: January 15, 2008 - By: t ,,Y{ _.( Robert C. Domin e73/ City Administrator ATTEST: • CI 1 • - Ma_ r'o Patrick J. M: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Placentia 401 E. Chapman Placentia, CA 92870 Phone: (714) 993-8117 Fax: (714) 961-0283 APPROVED AS TO FORM: Leibold, McClendon & Mann BY: 4d/114,44t. � � / arbara Zei Leibold City Attorn y (Signatures Continued on Page 24] 23 5S!SFt.I CITY OF RANCHO SANTA MARGARITA Dated: 5 //O 7 By: alr Steven E. Hayman City Manager ATTEST: o ily McLaug lin City Clerk • NOTICE TO CITY TO BE GIVEN TO: City Manager city of Rancho Santa Margarita 22112 El Paseo Rancho Santa Margarita, CA 92688 Phone: (949) 635 -1800 Fax: (949) 635 -1840 APPROVED AS TO FORM: • John E. Cavanaugh City Attorney (Signatures Continued on Page 25] 24 CITY OF SA CLEM NTE Dated: March 14, 2008 By: /, GearQ7i''ci ors •h 'dity ana• -r ATTEST: • .nne Baade 4:1 °- *- - -,, % City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of San Clemente 100 Avenida Presidio San Clemente, CA 92672 Phone: (949) 361-8322 Fax: (949) 361 -8283 APPROVED AS TO FORM: Rutan & Tucker By: /s/ Jeffrey Oderman Jeffery Oderman City Attorney (Signatures Continued on Page 26] • 25 554584.1 CITY OF SAN JUAN CAPISTRANO Dated: Z 0.7 Dave Adams City Manager A Li M -.La - j . onahai City t rk NOTICE TO CITY TO BE GIVEN TO: City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Phone: (949) 443 -6317 Fax: (949) 488-3874 APPROVED AS TO FORM: Woodruff, Spradlin & Smart • By: Omar Sandobal City Attorney [Signatures Continued on Page 27] 26 554584.1 CITY OF SEAL BEACH Dated: 0/ - 1 7 5 ) By: 01:1 David N. Carm y City Manager ATTEST: in Devine City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Seal Beach 211 8th Street Seal Beach, CA 90740 Phone: (562) 431-2527 Fax: (562) 4=428X 493 - 9857 APPROVED AS TO FORM: Richards Watson O &Gershon By: s'I' Quinn M. Barrow City Attorney [Signatures Continued on Page 28] 27 554584.7 • • CITY OF STA -il1 Dated: 1 B Jake Wager City Manager ATTEST: Brenda llY a lll fff G AAA rreenee JJJ nn City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Stanton 7800 Katella Avenue Stanton, CA 90680 Phone: (714) 379 -9222 Fax: (714) 890 -1443 APPROVED AS TO FORM: Burke Williams & Sorensen By: /SF L ' City Attorney (Signatures Continued on Page 29] 28 554584,1 CITY OF TUSTIN Dated: ,7 "Ar _ BY ATTEST: • City Clerk �— NOTICE TO CITY TO BE GIVEN TO: City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 Phone: 714 - 573 -3010 Fax: 714 -838 -1602 APP O ED AS TO FORM: City A torney 29 CITY OF VILLA PARK Dated: 3 I F o ( 2.c, on Sassoon City Manager ATTEST: Jar-: -1 len.r City erk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Villa Park 17855 Santiago Blvd. Villa Park, CA 92861 Phone: (714) 998 -1500 Fax: (714) 998 -1508 APPROVED AS TO FORM: Rutan & Tucker By: •zoa City Attorney [Signatures Continued on Page 31] 30 554589.1 CITY OF WESTMINSTER //'' Dated: (6 ',90 — ®c By: E//�t, --c— (..).— ,.n Ramon Silver City Manager ATTEST: Marian COorifreras City Clerk NOTICE TO CITY TO BE GIVEN TO: Ramon Silver City Manager City of Westminster 8200 Westminster Boulevard Westminster, CA 92683 Phone: (714) 898 -3311 Fax: (714) 373 -4684 APPROVED AS TO FORM: Jones & Mayer By: Richard D. Jones City Attorney (Signatures Continued on Page 32j 31 554584.1 CITY OF YORBA LINDA Dated: , cgt° Ba \t Attu, Tamara Letourneau City Manager ATTEST: i Kathie Mendoza City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager City of Yorba Linda 4845 Casa Loma Avenue Yorba Linda, CA 92885 -8714 Phone: (714) 961 -7100 Fax: (714) 993-7530 APPROVED AS TO FORM: Best Best & Krieger LLP By:tc� 12 d City Attorney 32 554584.1 Attachment "H" Resolution No. 6056 (including Fire Station #44 Lease Agreement) • RESOLUTION NUMBER 6056 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING A LEASE AGREEMENT FOR FIRE STATION #44 BETWEEN THE CITY OF SEAL BEACH AND ORANGE COUNTY FIRE AUTHORITY THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves a Lease Agreement for Fire Station #44 between the City of Seal Beach and Orange County Fire Authority dated September 13, 2010. SECTION 2. The Council hereby directs the City Manager to execute the Lease Agreement for Fire Station #44 (located in Old Town - Central Ave.). PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 13th day of September , 2010 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Mayor ATTEST: City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6056 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach City Council at a regular meeting held on the 13th day of September , 2010. City Clerk RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk City of Seal Beach 211 Eighth Street Seal Beach, California 90740 Exempt from fees per Government Code § 27383 (space above for recorder's use) LEASE AGREEMENT FOR FIRE STATION #44 between 4, �pPO{jgj - 9 5 Cot Q to C�. . R v. N9 St, ••,00NTY. t' City of Seal Beach 211 - 8th Street Seal Beach, California 90740 Orange County Fire Authority 1 Fire Authority Road Irvine, California 92602 This Facility Lease Agreement ( "the Lease ") is made as of , 2010 (the "Effective Date "), by and between the Orange County Fire Authority ( "OCFA" or "LESSEE "), a California joint powers authority, and the City of Seal Beach ( "CITY" or "LESSOR "), a California charter city, (collectively, "the Parties "). RECITALS A. WHEREAS, in 1988 CITY leased its fire station facility known as Seal Beach Fire Station No 44, located at 718 Central Avenue, Seal Beach, California ( "Fire Station No. 44 ") to the County of Orange ( "County ") pursuant to a written lease agreement (the "1988 Lease ") because at that time, CITY contracted with the Orange County Fire Department for fire protection and emergency medical services; and B. WHEREAS, OCFA is the successor to the County as the provider of fire protection and emergency medical services in the CITY and as the lessee under the 1988 Lease; and C. WHEREAS, CITY is a member of OCFA and is a party to that certain Amended Orange County Fire Authority Joint Powers Agreement, dated September 23, 1999, as amended by that certain First Amendment to the Amended Joint Powers Agreement, effective July 1, 2010, (the "Joint Powers Agreement "); and D. WHEREAS, the Joint Powers Agreement requires fire stations owned by member cities to be leased to OCFA for one dollar ($1.00) per annum; and E. WHEREAS, CITY and OCFA are also parties to that certain Fire Services and Emergency Medical Services Agreement, dated July 27, 2000 (the "Fire Services Agreement "), which sets forth the terms pursuant to which OCFA provides fire protection, emergency medical, and related services to CITY; and F. WHEREAS, the term of the Fire Services Agreement runs concurrently with the term of the Joint Powers Agreement and remains in effect for so long as CITY is a member of OCFA; and G. WHEREAS, Section 11 of the Fire Services Agreement requires CITY to lease Fire Station 44 to OCFA pursuant to the 1988 Lease and amends the 1988 Lease to provide that Fire Station 44 shall be leased to OCFA for one dollar ($1.00) per year and that the term of the 1988 Lease shall be the same as the teen of the Fire Services Agreement; and 11. WHEREAS, the Parties mutually desire to enter into a new lease agreement for the Fire Station 44 facility located on the City -owned property situated at 718 Central Avenue, Seal Beach, California (the "Premises "), which will supercede and replace the 1988 Lease. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Premises 1.1. CITY leases to OCFA and OCFA leases from CITY that portion of the Premises described in Exhibit A and depicted in Exhibit B attached hereto and incorporated herein (hereinafter the "Leased Premises "). 2.0 Term 2.1 The 1988 Lease shall terminate and be of no further force and effect upon the Effective Date of this Lease. 2.2 The term of this Lease shall run concurrently with the term of the Fire Services Agreement and any extensions or renewals thereof. If the Fire Services Agreement is terminated for any reason, this Lease shall concurrently terminate in its entirety. This Lease may not be terminated during the term of this Lease except upon mutual agreement of the Parties. 3.0 Use of Premises 3.1. OCFA warrants it has inspected the Leased Premises prior to the Effective Date. OCFA's possession and use of the Leased Premises after the Effective Date shall constitute acknowledgment that the Leased Premises are in good and acceptable condition. 3.2. The Leased Premises shall be used exclusively by OCFA, its officers, agents, employees, and volunteers to provide fire protection, suppression, and medical aid services, and related activities, to CITY and in surrounding geographic areas in accordance with the Joint Powers Agreement and Fire Services Agreement, or any subsequent amendments thereto, and for no other purposes. • 3.3. OCFA shall not use the Premises in any manner contrary to the terms of this Lease without CITY's prior written consent. CITY's authorized representative shall have the right at all reasonable times to inspect the Leased Premises to determine if the OCFA and its guests are complying with the provisions of this Lease. 3.4. )CFA shall not commit any waste or any public or private nuisance on the Premises. 3.5. OCFA shall not violate any law, rule, or order of any federal, state, or municipal government or agency that may be applicable to the use of the Premises. 3.6. OCFA shall not commit any act on the Premises nor use the Premises in any manner that causes the cancellation of any fire, liability, or other insurance policy insuring the Premises or any improvement on the Premises. 3.7. On or before the effective date of termination of this Lease, OCFA shall vacate the Premises, remove all of OCFA's personal property from the Premises, and leave the Premises in good order and repair subject to the satisfaction of the City Manager. 4.0 Rent OCFA shall pay CITY as rent for the Leased Premises the sum of One Dollar ($1.00) per year, at the beginning of the first and subsequent years of the term of this Lease. Rent shall not include the cost of utilities or telephone services. 5.0 Telephone Service and Utilities 5.1 Telephones desired by OCFA for use by OCFA, its employees, or agents, and the cost thereof shall be secured by and paid for by OCFA. 5.2 OCFA shall pay all costs of utilities for the Leased Premises. 6.0 Alterations and Improvements 6.1. OCFA may make alterations, improvements and changes in or to the Leased Premises, including but not limited to, the installation of fixtures, partitions, counters, shelving, and equipment as OCFA deems necessary, with the prior written consent of the City Manager, which consent shall not be unreasonably withheld. It is agreed that any such fixtures, partitions, counters, shelving, equipment, or other alterations or improvements attached to or placed upon the Leased Premises by OCFA shall be considered as personal property of OCFA, which may be removed by OCFA upon termination of this Lease. OCFA shall repair any damages to the Leased Premises from such removal and agrees that the Leased Premises shall be left in as good condition as when received, reasonable wear and tear excepted. 6.2. Capital improvements to the Leased Premises required by OCFA shall be the obligation of CITY in accordance with Article VI of the Joint Powers Agreement, as it may be amended from time to time. 7.0 Maintenance and Repairs 7.1. OCFA shall keep the Leased Premises in good condition and repair. All damages or injury to the Leased Premises or its contents caused by OCFA, its employees, agents or visitors shall be promptly repaired by OCFA to the satisfaction of the City Manager. 7.2. Maintenance and repairs to the Leased Premises shall be funded in accordance with Article VI of the Joint Powers Agreement, as it may be amended from time to time. 7.3. The cost of repairs required to assure structural integrity and to maintain the habitability of the Premises in compliance with building and health and safety codes will be the sole responsibility of CITY. Significant maintenance or repairs to the Leased Premises that constitute capital improvements pursuant to the Joint Powers Agreement shall be the obligation of CITY in accordance with Article VI of the Joint Powers Agreement, as it may be amended from time to time. 7.4. Unless otherwise mutually agreed by the Parties, CITY shall be responsible for maintenance and repair of all exterior landscaping, parking areas, driveways, joint use areas, if any, and all portions of the Premises other than the Leased Premises. 8.0 Party Representatives 8.1. The City Manager is the CITY's representative for purposes of this Lease. 8.2. The Fire Chief is the OCFA's primary representative for purposes of this Lease. 9.0 Notices 9.1. All notices permitted or required under this Lease shall be deemed made when personally delivered or when mailed 48 hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at the following addresses: To CITY: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To OCFA: Orange County Fire Authority 1 Fire Authority Road Irvine, California 92602 Attn: Fire Chief 9.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 10.0 Relationship of the Parties The only relationship created by this Lease is that of lessor and lessee. Neither CITY nor any of its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of CITY officials, shall have control over the means of service or means of production of OCFA or any of its of officers, employees, agent, or volunteers. 11.0 Assignment Neither Party shall not assign or transfer any interest in this Lease whether by assignment or novation, without the prior written consent of the other Party. Any purported assignment without such consent shall be void and without effect. 12.0 Insurance 12.1. OCFA must not commence use of the Leased Premises under this Lease until it has provided evidence satisfactory to the CITY that OCFA has secured all insurance required under this Section. OCFA shall furnish CITY with original certificates of insurance and endorsements effecting coverage required by this Lease on forms satisfactory to the CITY. All certificates and endorsements shall be received and approved by the CITY before OCFA takes possession of the Leased Premises. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. 12.2. OCFA shall, at its expense, procure and maintain for the duration of the Lease, comprehensive general Liability insurance against claims for injuries to persons or damages to property that may arise from or in connection with its use of the Leased Premises. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the CITY. Coverage shall be at least as broad as the latest version of: General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). OCFA shall maintain limits no less than: General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Lease /location or the general aggregate limit shall be twice the required occurrence limit. 12.3. The insurance policies shall contain the following provisions, or OCFA shall provide endorsements on forms supplied or approved by the CITY to state: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the CITY; (2) any failure to comply with reporting or other provisions of the policies, including breaches of wananties, shall not affect coverage provided to the CITY, its directors, officials, officers, (3) coverage shall be primary insurance as respects the CITY, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the OCFA's scheduled underlying coverage and that any insurance or self - insurance maintained by the CITY, its directors, officials, officers, employees, agents and volunteers shall be excess of the OCFA's insurance and shall not be called upon to contribute with it; and (4) for general liability insurance, that the CITY, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the OCFA, including materials, parts or equipment furnished in connection with such work. 12.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the CITY, its directors, officials, officers, employees, agents, and volunteers. 12.5. Any deductibles or self - insured retentions shall be declared to and approved by the CITY. OCFA guarantees that, at the option of the CITY, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the CITY, its directors, officials, officers, employees, agents, and volunteers; or (2) OCFA shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.6. CITY shall maintain throughout the duration of the Lease fire insurance with extended coverage on the Premises to the full insurable value of improvements located on the Premises. At the time of execution of this Lease the CITY shall provide OCFA with evidence of compliance with these requirements. 13.0 Indemnification, Hold Harmless, and Duty to Defend 13.1. OCFA shall defend, indemnify and hold harmless the City and its 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 acts or omissions of OCFA, its officers, employees or agents relating to OCFA's occupancy and use of the Premises. 13.2. City shall defend, indemnify and hold harmless OCFA and its 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 acts or omissions of City, its officers, employees or agents relating to CITY's ownership, occupancy, and use of the Premises. 13.3. All duties and obligations under this Section shall survive termination of this Lease. 14.0 Taxes and Assessments All taxes and assessments, if any, which become due and payable upon the Premises, shall be the full responsibility of CITY, and CITY shall cause said taxes and assessments to be paid promptly. 15.0 Equal Opportunity OCFA affirmatively represents that it is an equal opportunity employer. OCFA must not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non- discrimination includes, but is not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 16.0 Labor Certification By its signature hereunder, OCFA certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing use of the Premises. 17.0 Defaults and Remedies In the event of any breach of this Lease by either party, the aggrieved party may notify the other in writing of such breach, and the breaching party shall have thirty (30) days in which to initiate action to cure said breach before the other party may proceed to complete the cure of such breach with due diligence or to take any other remedies for default. 18.0 Successors in Interest Unless otherwise provided in this Lease, the terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, assigns of all of the parties hereto, all of whom shall be jointly and severally liable hereunder. 19.0 Destruction of or Damage to Premises In the event of (A) partial destruction of the Premises; or (B) the Premises being declared unsafe or unfit for occupancy by any public authority authorized to make such declaration, for all reason other than OCFA's act, use, or occupation, except as otherwise provided herein: CITY shall immediately make repairs as are necessary to restore the Premises to the condition which existed prior to destruction or damage and/or make repairs as are necessary to make the Premises safe and fit for occupancy. The destruction (including any destruction necessary in order to make repairs required by any declaration), damage or declaration shall in no way render this Lease null and void. If CITY refuses to make such repairs or if such repairs are not completed by CITY within 60 days, OCFA may, at its option, terminate the Lease, or, OCFA's cost of such repairs, including labor, materials, and overhead, may be included by OCFA in amounts owing by CITY to OCFA pursuant to the Joint Powers Agreement, as it may be amended from time to time. 20.0 Circumstances Which Excuse Performance If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, restrictive governmental laws or regulations, or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. However, nothing in this clause shall excuse either Party from the prompt payment of any rental or other charge required of it except as may be expressly provided elsewhere in this Lease. 21.0 Entire Agreement This Lease contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements, including without limitation, the 1988 Lease. This Lease may only be modified by a writing signed by both parties. Notwithstanding the foregoing, this Lease shall be subject to, and interpreted to be consistent with, the Joint Powers Agreement and the Fire Services Agreement, as they may be amended from time to time. In the event of any inconsistency between the terms of this Lease and the terms of the Joint Powers Agreement and/or the Fire Services Agreement, as they may be amended, the terms of the Joint Powers Agreement, then the terms of the Fire Services Agreement, shall govern, and the terns of this Lease shall be deemed to have been amended in accordance therewith. 22.0 Severability The invalidity in whole or in part of any provisions of this Lease shall not void or affect the validity of the other provisions of this Lease. 23.0 Construction and Governing Law The validity, interpretation, and performance of this Lease shall be controlled by and construed under the laws of the State of California. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Lease shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Lease or who drafted that portion of the Lease. 24.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Lease. 25.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 26.0 Holding Over In the event OCFA shall continue in possession of the Leased Premises after the term of this Lease, such possession shall not be considered a renewal of this Lease but a tenancy from month -to -month and shall be governed by the conditions and covenants contained in this Lease. 27.0 Time Time is of the essence in this Lease. 28.0 Prohibited Interests OCFA maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for OCFA, to solicit or secure this Lease. Further, OCFA warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for OCFA, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Lease. For breach or violation of this warranty, CITY has the right to rescind this Lease without liability. For the term of this Lease, no member, officer or employee of CITY, during the tenn of his or her service with CITY, shall have any direct interest in this Lease, or obtain any present or anticipated material benefit arising therefrom. 29.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Lease, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorney's fees and other costs incurred in connection with such action. 30.0 Incorporation of Recitals and Exhibits All Recitals set forth above and exhibits referenced in this Lease are hereby incorporated into the Lease as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms set forth in the main body of this Lease, the terms set forth in the main body of this Lease shall control. 31.0 Corporate Authority The persons executing this Lease on behalf of the Parties warrant that they are duly authorized to execute this Lease on behalf of said Parties and that by their execution, the Parties are formally bound to the provision of this Lease. 32.0 Lease Organization The various headings in this Lease, the numbers thereof, and the organization of the Lease into separate sections and paragraphs are for purposes of convenience only and shall not be considered otherwise. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Lease as of the date and year first above written. CITY OF SEAL BEACH ORANGE COUNTY FIRE AUTHORITY By: B • David Carmany, Neil Blais, City Manager Chair Attest: Attest: By: By: Linda Devine, Sherry A.F. Wentz, CMC, City Clerk Clerk of the Authority Approved as to Form: Approved as to Form: By: ri' a r By: Quinn Barrow, Terry C. Andrus, City Attorney General Counsel EXHIBIT A A PORTION OF LOTS 37, 39, 41, AND 43, AND ALL OF LOTS 45 AND 46 OF BLOCK 7 OF THE BAY CITY 'TACT, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS IN THE OFFICE OF '1'HE COUNTY RECORDER OF SAID COUNTY AS DELINEATED AND SHOWN ON EXHIBBIT B AND AS DESCRIBED AS FOLLOWS. BEGINNING AT THE MOST WESTERLY CORNER OF LOT 47 OF THE BAY CITY TRACT, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY ''HENCE NORTH 58° 43' EAST, 1175 FEET; THENCE SOUTH 31° 17' EAST, 62.2 FEET; THENCE SOUTH 58° 43' WEST, 63.6 FEET; 'THENCE SOUTH 31° 17' EAST, 2.0 FEET; THENCE SOUTFI 58° 43' WEST, 4.1 FEET; THENCE SOUTH 31° 17' EAST, 8.7 FEET; THENCE SOUTH 58° 43' WEST, 2.8 FEET; THENCE SOUTH 13 43' WEST, 23.8 FEET; THENCE SOUTH 58° 43' WEST, 10.2 FEET; THENCE SOUTH 31° 17' EAST, 45.3 FEET; THENCE SOUTH 58° 43' WEST, 20.0 FEET; THENCE NORTH 31° 17' WEST, 135.0 FEET TO IHL POINT OF BEGINNING. CONTAINING 9,423 ACRES MORE OR LESS. EX :1 1T 1 - - - - o CENTER —cVE N 0 0 N no 1 LINE TABLE _ NUM BER BEARING DISTANCE I O N58 °43'E 117.5' 1 Q S 31° 17' E 622 e © PREMISES hiL (A 03 S 58° 43'W 63.6' ® S31 °17'E 2.0' 11,11 7 ` � r I ■ 50 S 58° 43' W 4.1' Ng 0 - - - 1 I lag® v.rw ® S31 °17'E 8.7' I ` —I I 07 S 58° 43' W 2.8' 0 S13 °43'W 238 I 0 L'ra Og S58 °43'W 10.2' — © S31° 17'E 45.3' I L9135 f I © S 58° 43' W 20,0' I 1 I I Li 3 © N31 °17'W 135.0' I BAY CITY TRACT LOT 31 BOOK 3, PAGE 19 I I I I I 1 I I I / • FIRE STATION tt14 0 50 100 718 CENTRAL AVENUE 1 1=1 MI - 1 I-I M SEAL BEACH, CA 90740 SCALE 1" = 50' PORTION OF ASSESSOR PARCEL NO. 199- 033 -02 Attachment "1" Resolution No. 6057 (including Fire Station #48 Lease Agreement) RESOLUTION NUMBER 6057 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING A LEASE AGREEMENT FOR FIRE STATION #48 BETWEEN THE CITY OF SEAL BEACH AND ORANGE COUNTY FIRE AUTHORITY THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves a Lease Agreement for Fire Station #48 between the City of Seal Beach and Orange County Fire Authority dated September 13, 2010. SECTION 2. The Council hereby directs the City Manager to execute the Lease Agreement for Fire Station #48 (located at 3131 North Gate Road). PASSED, APPROVED and .ADOPTED by the Seal Beach City Council at a regular meeting held on the 13th day of September , 2010 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Mayor ATTEST: City Clerk STATE OF CALIFORNIA } • COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6057 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach City Council at a regular meeting held on the 13th day of September , 2010. City Clerk • RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk City of Seal Beach 211 Eighth Street Seal Beach, California 90740 Exempt from fees per Government Code § 27383 (space above for recorder's use) LEASE AGREEMENT FOR FIRE STATION #48 between '�ESEAL8 fo ¢: 1T' Q . 2f S 9' 2G,F a 4kp City of Seal Beach 211 - 8th Street - Seal Beach, California 90740 Orange County Fire Authority 1 Fire Authority Road Irvine, California 92602 This Facility Lease Agreement ( "the Lease ") is made as of 2010 (the "Effective Date "), by and between the Orange County Fire Authority ( "OCFA" or "LESSEE "), a California joint powers authority, and the City of Seal Beach ( "CITY" or "LESSOR "), a California charter city, (collectively, "the Parties "). RECITALS A. WHEREAS, in 1988 CITY leased its fire station facility known as Seal Beach Fire Station No 48, located at 3131 North Gate Road, Seal Beach, California ( "Fire Station No. 48 ") to the County of Orange ( "County ") pursuant to a written lease agreement (the "1988 Lease ") because at that time, CITY contracted with the Orange County Fire Department for fire protection and emergency medical services; and B. WHEREAS, OCFA is the successor to the County as the provider of fire protection and emergency medical services in the CITY and as the lessee under the 1988 Lease; and C. WHEREAS, CITY is a member of OCFA and is a party to that certain Amended Orange County Fire Authority Joint Powers Agreement, dated September 23, 1999, as amended by that certain First Amendment to the Amended Joint Powers Agreement, effective July 1, 2010, (the "Joint Powers Agreement "); and D. WHEREAS, the Joint Powers Agreement requires fire stations owned by member cities to be leased to OCFA for one dollar ($1.00) per annum; and E. WHEREAS, CITY and OCFA are also parties to that certain Fire Services and Emergency Medical Services Agreement, dated July 27, 2000 (the "Fire Services Agreement "), which sets forth the terns pursuant to which OCFA provides fire protection, emergency medical, and related services to CITY; and F. WHEREAS, the term of the Fire Services Agreement runs concurrently with the term of the Joint Powers Agreement and remains in effect for so long as CITY is a member of OCFA; and G. WHEREAS, Section 11 of the Fire Services Agreement requires CITY to lease Fire Station 48 to OCFA pursuant to the 1988 Lease and amends the 1988 Lease to provide that Fire Station 48 shall be leased to OCFA for one dollar ($1.00) per year and that the term of the 1988 Lease shall be the same as the term of the Fire Services Agreement; and H. WHEREAS, CITY has constructed a new facility at 3131 North Gate Road (the "Premises ") that will include a new fire station to replace the previous Fire Station No. 48 facility; and I. WHEREAS, the Parties mutually desire to enter into a new lease agreement for the new Fire Station 48 facility on the Premises, which will supercede and replace the 1988 Lease. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Premises 1.1. CITY leases to OCFA and OCFA leases from CITY that portion of the Premises described in Exhibit A depicted in Exhibit B attached hereto and incorporated herein (hereinafter the "Leased Premises "). 1.2. The Leased Premises leased shall not include that portion of the Premises designated on Exhibit B as the "Community Room" and CITY reserves the right to exclusive use of the "Community Room." OCFA's use of the Community Room shall be subject to CITY's customary use fees and scheduling requirements. 2.0 Term 2.1 The 1988 Lease shall terminate and be of no further force and effect upon the Effective Date of this Lease. 2.2 The term of this Lease shall run concurrently with the term of the Fire Services Agreement and any extensions or renewals thereof. If the Fire Services Agreement is terminated for any reason, this Lease shall concurrently terminate in its entirety. This Lease may not be terminated during the term of this Lease except upon mutual agreement of the Parties. 3.0 Use of Premises 3.1. OCFA shall inspect the Leased Premises prior to taking possession. OCFA's possession and use of the Leased Premises after the Effective Date shall constitute acknowledgment that the Leased Premises are in good and acceptable condition. 3.2. Subject to subsection 3.4, the Leased Premises shall be used exclusively by OCFA, its officers, agents, employees, and volunteers to provide fire protection, suppression, and medical aid services, and related activities, to CITY and in surrounding geographic areas in accordance with the Joint Powers Agreement and Fire Services Agreement, or any subsequent amendments thereto, and for no other purposes. 3.3. OCFA shall not use the Premises in any manner contrary to the terms of this Lease without CITY's prior written consent. CITY's authorized representative shall have the right at all reasonable times to inspect the Leased Premises to determine if the OCFA and its guests are complying with the provisions of this Lease. 3.4. Subject to approval of the Fire Chief, or his or her designee, CITY may use or license to third parties portions of the Leased Premises, so long as such use or license does not unreasonably interfere with OCFA's authorized use and quiet enjoyment of the Leased Premises. In the event the Fire Chief approves such use, OCFA's obligation to pay the cost of utilities, as further provided in Section 5, below, shall be reduced in proportion to the area of the Leased Premises used or licensed by City. 3.5. OCFA shall not commit any waste or any public or private nuisance on the Premises. 3.6. OCFA shall not violate any law, rule, or order of any federal, state, or municipal government or agency that may be applicable to the use of the Premises. 3.7. OCFA shall not commit any act on the Premises nor use the Premises in any manner that causes the cancellation of any fire, liability, or other insurance policy insuring the Premises or any improvement on the Premises. 3.8. On or before the effective date of termination of this Lease, OCFA shall vacate the Premises, remove all of OCFA's personal property from the Premises, and leave the Premises in good order and repair subject to the satisfaction of the City Manager. 4.0 Rent OCFA shall pay CITY as rent for the Leased Premises the sum of One Dollar ($1.00) per year, at the beginning of the first and subsequent years of the term of this Lease. Rent shall not include the cost of utilities or telephone services. 5.0 Telephone Service and Utilities 5.1 Telephones desired by OCFA for use by OCFA, its employees, or agents, and the cost thereof shall be secured by and paid for by OCFA. 5.2 OCFA shall pay all costs of utilities for the Leased Premises, except for water, which shall be the sole obligation of CITY. 6.0 Alterations and Improvements 6.1. OCFA may make alterations, improvements and changes in or to the Leased Premises, including but not limited to, the installation of fixtures, partitions, counters, shelving, and equipment as OCFA deems necessary, with the prior written consent of the City Manager, which consent shall not be unreasonably withheld. It is agreed that any such fixtures, partitions, counters, shelving, equipment, or other alterations or improvements attached to or placed upon the Leased Premises by OCFA shall be considered as personal property of OCFA, which may be removed by OCFA upon termination of this Lease. OCFA shall repair any damages to the Leased Premises from such removal and agrees that the Leased Premises shall be left in as good condition as when received, reasonable wear and tear excepted. 6.2. Capital improvements to the Leased Premises required by OCFA shall be the obligation of CITY in accordance with Article VI of the Joint Powers Agreement, as it may be amended from time to time. 7.0 Maintenance and Repairs 7.1. OCFA shall keep the Leased Premises in good condition and repair. All damages or injury to the Leased Premises or its contents caused by OCFA, its employees, agents or visitors shall be promptly repaired by OCFA to the satisfaction of the City Manager. 7.2. Maintenance and repairs to the Leased Premises shall be funded in accordance with Article VI of the Joint Powers Agreement, as it may be amended from time to time. 7.3. The cost of repairs required to assure structural integrity and to maintain the habitability of the Premises in compliance with building and health and safety codes will be the sole responsibility of CITY. Significant maintenance or repairs to the Leased Premises that constitute capital improvements pursuant to the Joint Powers Agreement shall be the obligation of CITY in accordance with Article VI of the Joint Powers Agreement, as it may be amended from time to time. 7.4. Unless otherwise mutually agreed by the Parties, CITY shall be responsible for maintenance and repair of all exterior landscaping, parking areas, driveways, joint use areas, if any, and all portions of the Premises other than the Leased Premises. 8.0 Party Representatives 8.1. The City Manager is the CITY's representative for purposes of this Lease. 8.2. The Fire Chief is the OCFA's primary representative for purposes of this Lease. 9.0 Notices 9.1. All notices permitted or required under this Lease shall be deemed made when personally delivered or when mailed 48 hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at the following addresses: To CITY: City of Seal Beach 211 8th Street • Seal Beach, California 90740 Attn: City Manager To OCFA: Orange County Fire Authority 1 Fire Authority Road Irvine, California 92602 Attn: Fire Chief 9.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 10.0 Relationship of the Parties The only relationship created by this Lease is that of lessor and lessee. Neither CITY nor any of its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of CITY officials, shall have control over the means of service or means of production of OCFA or any of its of officers, employees, agent, or volunteers. 11.0 Assignment Neither Party shall not assign or transfer any interest in this Lease whether by assignment or novation, without the prior written consent of the other Party. Any purported assignment without such consent shall be void and without effect. 12.0 Insurance 12.1. OCFA must not commence use of the Leased Premises under this Lease until it has provided evidence satisfactory to the CITY that OCFA has secured all insurance required under this Section. OCFA shall furnish CITY with original certificates of insurance and endorsements effecting coverage required by this Lease on forms satisfactory to the CITY. All certificates and endorsements shall be received and approved by the CITY before OCFA takes possession of the Leased Premises. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. 12.2. OCFA shall, at its expense, procure and maintain for the duration of the Lease, comprehensive general liability insurance against claims for injuries to persons or damages to property that may arise from or in connection with its use of the Leased Premises. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the CITY. Coverage shall be at least as broad as the latest version of: General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). OCFA shall maintain limits no less than: General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Lease /location or the general aggregate limit shall be twice the required occurrence limit. 12.3. The insurance policies shall contain the following provisions, or OCFA shall provide endorsements on forms supplied or approved by the CITY to state: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the CITY; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the CITY, its directors, officials, officers, (3) coverage shall be primary insurance as respects the CITY, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the OCFA's scheduled underlying coverage and that any insurance or self - insurance maintained by the CITY, its directors, officials, officers, employees, agents and volunteers shall be excess of the OCFA's insurance and shall not be called upon to contribute with it; and (4) for general liability insurance, that the CITY, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the OCFA, including materials, parts or equipment furnished in connection with such work. 12.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the CITY, its directors, officials, officers, employees, agents, and volunteers. 12.5. Any deductibles or self - insured retentions shall be declared to and approved by the CITY. OCFA guarantees that, at the option of the CITY, either: (I) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the CITY, its directors, officials, officers, employees, agents, and volunteers; or (2) OCFA shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and • defense expenses. 12.6. CITY shall maintain throughout the duration of the Lease fire insurance with extended coverage on the Premises to the full insurable value of improvements located on the Premises. At the time of execution of this Lease the CITY shall provide OCFA with evidence of compliance with these requirements. 13.0 Indemnification, Hold Harmless, and Duty to Defend 13.1. OCFA shall defend, indemnify and hold harmless the City and its 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 acts or omissions of OCFA, its officers, employees or agents relating to OCFA's occupancy and use of the Premises. 13.2. City shall defend, indemnify and hold harmless OCFA and its 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 acts or omissions of City, its officers, employees or agents relating to CITY'S ownership, occupancy, and use of the Premises. 13.3. All duties and obligations under this Section shall survive termination of this Lease. 14.0 Taxes and Assessments All taxes and assessments, if any, which become due and payable upon the Premises, shall be the full responsibility of CITY, and CITY shall cause said taxes and assessments to be paid promptly. 15.0 Equal Opportunity OCFA affirmatively represents that it is an equal opportunity employer. OCFA must not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non- discrimination includes, but is not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 16.0 Labor Certification By its signature hereunder, OCFA certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing use of the Premises. 17.0 Defaults and Remedies In the event of any breach of this Lease by either party, the aggrieved party may notify the other in writing of such breach, and the breaching party shall have thirty (30) days in which to initiate action to cure said breach before the other party may proceed to complete the cure of such breach with due diligence or to take any other remedies for default. 18.0 Successors in Interest Unless otherwise provided in this Lease, the terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, assigns of all of the parties hereto, all of whom shall be jointly and severally liable hereunder. 19.0 Destruction of or Damage to Premises In the event of (A) partial destruction of the Premises; or (B) the Premises being declared unsafe or unfit for occupancy by any public authority authorized to make such declaration, for all reason other than OCFA's act, use, or occupation, except as otherwise provided herein: CITY shall immediately make repairs as are necessary to restore the Premises to the condition which existed prior to destruction or damage and/or make repairs as are necessary to make the Premises safe and fit for occupancy. The destruction (including any destruction necessary in order to make repairs required by any declaration), damage or declaration shall in no way render this Lease null and void. If CITY refuses to make such repairs or if such repairs are not completed by CITY within 60 days, OCFA may, at its option, terminate the Lease, or, OCFA's cost of such repairs, including labor, materials, and overhead, may be included by OCFA in amounts owing by CITY to OCFA pursuant to the Joint Powers Agreement, as it may be amended from time to time. 20.0 Circumstances Which Excuse Performance If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, restrictive governmental laws or regulations, or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. However, nothing in this clause shall excuse either Party from the prompt payment of any rental or other charge required of it except as may be expressly provided elsewhere in this Lease. 21.0 Entire Agreement This Lease contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements, including without limitation, the 1988 Lease. This Lease may only be modified by a writing signed by both parties. Notwithstanding the foregoing, this Lease shall be subject to, and interpreted to be consistent with, the Joint Powers Agreement and the Fire Services Agreement, as they may be amended from time to time. In the event of any inconsistency between the terms of this Lease and the terms of the Joint Powers Agreement and/or the Fire Services Agreement, as they may be amended, the terms of the Joint Powers Agreement, then the terns of the Fire Services Agreement, shall govern, and the terms of this Lease shall be deemed to have been amended in accordance therewith. 22.0 Severability The invalidity in whole or in part of any provisions of this Lease shall not void or affect the validity of the other provisions of this Lease. 23.0 Construction and Governing Law The validity, interpretation, and performance of this Lease shall be controlled by and construed under the laws of the State of California. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Lease shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Lease or who drafted that portion of the Lease. 24.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Lease. 25.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 26.0 Holding Over hi the event OCFA shall continue in possession of the Leased Premises after the term of this Lease, such possession shall not be considered a renewal of this Lease but a tenancy from month -to -month and shall be governed by the conditions and covenants contained in this Lease. 27.0 Time Time is of the essence in this Lease. 28.0 Prohibited Interests OCFA maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for OCFA, to solicit or secure this Lease. Further, OCFA warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for OCFA, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Lease. For breach or violation of this warranty, CITY has the right to rescind this Lease without liability. For the term of this Lease, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Lease, or obtain any present or anticipated material benefit arising therefrom. 29.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Lease, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorney's fees and other costs incurred in connection with such action. 30.0 Incorporation of Recitals and Exhibits All Recitals set forth above and exhibits referenced in this Lease are hereby incorporated into the Lease as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terns set forth in the main body of this Lease, the terms set forth in the main body of this Lease shall control. 31.0 Corporate Authority The persons executing this Lease on behalf of the Parties warrant that they are duly authorized to execute this Lease on behalf of said Parties and that by their execution, the Parties are formally bound to the provision of this Lease. 32.0 Lease Organization The various headings in this Lease, the numbers thereof, and the organization of the Lease into separate sections and paragraphs are for purposes of convenience only and shall not be considered otherwise. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Lease as of the date and year first above written. CITY OF SEAL BEACH By: David Carmany, City Manager Attest: By: Linda Devine, City Clerk Approved as to Form: By: uinn Barrow, City Attorney ORANGE COUNTY FIRE AUTHORITY By: Doug Davert, Chair Attest: By: Sherry A.F. Wentz, CMC, Clerk of the Authority Approved as to Form: By: Terry C. Andrus, General Counsel EXHIBIT A THE S OUTHERLY 22 FEET OF PARCEL 1 A ND ALL OF PARCEL 2 OF P ARCEL MAP, IN THE CIT Y OF SEAL BEACH, COUNTY OF ORA NGE, STATE OF CALIF ORNIA, AS PER MAP REC ORDED IN BOOK 15, PAGE 3 OF PARCEL MAPS IN THE OFF ICE OF TH E COUNTY RECORDER OF SAID COUNTY AS DELINEATED ON THE TWO FOLLOWING DRAWINGS TITLED EXHIBIT A DRAWING 1 AND EXHIB IT A D RAWING 2, EX CLUDING THEREFROM THE COMMUNITY ROOM SHOWN ON EXHIBIT B, AND INCLUDING CITY AND OCFA SHARED ACCESS SHOWN ON EXHIBIT B. :5 3 CR 1 r PA RCEL MAP • s�Er. o- , H� sc: , 15561 I lam':: ::;.... ..._. ., .. /• , v f / ' / / ; - I • 316 4:' ; / .J, 1 ," 1.../ -... ,...,. 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