HomeMy WebLinkAboutAGMT - Westcomm (JPA) •
FIRST AMENDMENT TO
WEST CITIES COMMUNICATIONS CENTER (WEST COMM)
JOINT POWERS AUTHORITY AGREEMENT
1. PARTIES AND DATE.
This Amendment to the West Cities Communications Center Joint Powers Authority
Agreement ( "Amendment ") is made and entered into this 16th day of June, 2005 ( "Effective
Date "), by and among the cities of Cypress, Los Alamitos and Seal Beach (hereinafter
collectively referred to as "parties" and individually as "Party").
2. RECITALS.
2.1 The Parties entered into the West Cities Joint Powers Authority Agreement dated
December 23, 1996 ( "JPA Agreement ").
2.2 In accordance with Section 12 of the JPA Agreement, the Parties now wish to
amend the JPA Agreement to revise the composition of the Administrative Oversight Staff and to
create the Technical Operations Committee.
3. TERMS.
3.1 Governance — Administrative Oversight Staff. Section 3(B) of the JPA
Agreement is amended in its entirety to read as follows:
`B. Administrative Oversight Staff
"The Authority shall be managed by an Administrative Oversight Staff of three
(3) persons. The Administrative Oversight Staff shall be composed of the City
Manager of each City. The Administrative Oversight Staff shall recommend
policy, and shall exercise appropriate management powers."
3.2 Governance — Dispatch Administrator. Section 3(C) of the JPA Agreement
is amended in its entirety to read as follows:
"C. Dispatch Administrator
"The Administrative Oversight Staff shall appoint the Dispatch Administrator for
the Authority. Prior to making any such appointments, the Administrative
Oversight Staff shall consider any recommendations provided by the Technical
Operations Committee. The Dispatch Administrator shall be responsible for the
day to day operations of the Center and shall also be custodian of the property and
records of the Authority.
"To the extent authorized by the Administrative Oversight Staff, the Dispatch
Administrator is authorized to act on behalf of the Administrative Oversight Staff
ORANGE\DRD \17599.1 1
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and Technical Operations Committee in all matters of personnel administration,
given the positions and funding authorized by the Board of Directors in the
Authority's annual budget. This includes, but is not limited to, hiring, supervisory
direction, performance evaluations, disciplinary actions, and terminations."
3.3 Governance — Technical Operations Committee. Section 3(G) is added to the
JPA Agreement to read as follows:
"G. Technical Operations Committee
"The Technical Operations Committee shall be composed of the Police
Chief from each City, and shall oversee the Dispatch Administrator's
day to day operations of the JPA, through oversight, direction, and
assistance. The Technical Operations Committee shall make
recommendations to the Administrative Oversight Staff whenever
directed regarding tie Administrative Oversight Staffs duties."
3.4 Force and Effect. Except as amended by this Amendment, all provisions of the
JPA Agreement shall remain in full force and effect and shall govern the actions of the Parties
under this Amendment.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
executed and attested by their duly authorized officers, and their official seals to be hereto
affixed, as of the Effective Date first above written.
CITY OF CYPRESS
44/
By:
Mayor
ATTEST:
By: 111 • ..14 ..:
Clerk
APPROVED AS TO FORM:
9
By: i►_: - dJ
" y Att mey
2
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CITY OF LOS AL ' OS
By: r
y
Kenneth C. ' .7 , Mayor
ATTEST:
By: • -
Susan C. Vanderpool, City C1 -
APPROVED AS TO FORM:
By: Th
Dean 6121L
rleth, Ci Attorney
ORANGE\DRD \17599.1
3
•
CITY OF SEAL BEACH
By:
Mayor
ATTEST:
By: 11 1 it
Ci Clerk
APPROVED AS TO FORM:
By:
City Attomey
ORANGE\DRD \17599.1
4
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i
WESTCOMM JOINT POWERS AUTHORITY AGREEMENT
BETWEEN
THE CITY OF CYPRESS;
THE CITY OF LOS ALAMITOS; and
THE CITY OF SEAL BEACH
Dated as of December 23, 1996
• 0
WESTCOMM JOINT POWERS AUTHORITY AGREEMENT
BETWEEN
THE CITY OF CYPRESS;
THE CITY OF LOS ALAMITOS; and
THE CITY OF SEAL BEACH
TABLE OF CONTENTS
PAGE
Section 1. Purpose 1
Section 2. Creation of Authority 2
Section 3. Governance 2
A. Board of Directors 2
B. Administrative Oversight Staff 2
C. Dispatch Administrator 2
D. Treasurer 3
E. General Counsel 3
Section 4. Meeting of the Board of Directors 4
A. Time of Meetings 4
B. Minutes 4
C. Quorum 4
D. Conflict of Interest Code 4
E. Brown Act 4
Section 5. Powers and Duties of the Authority 5
Section 6. Fiscal Year, Annual Budget/
Financing and Assessments 5
A. Fiscal Year 5
B. Annual Budget 5
• C. Budget Elements 5
D. Assessments 6
E. Budget Authority of Dispatch Administrator 7
Section 7. Term of Agreements 7
• .
Section 8. Liability, Indemnity, and Insurance 7
A. Liabilities 7
B. Several Liability 7
C. Indemnification and Insurance 7
Section 9. Termination, Withdrawal 9
A. Termination 9
B. Withdrawal 9
C. Legal Redress 9
Section 10. Dissolution 10
Section 11. Disposition of Assets 10
A. Process 10
B. Asset Ownership 10
C. Debt Obligation 10
Section 12. Amendment to Agreement 11
Section 13. Additional Parties to Agreement 11
Section 14. Miscellaneous 11
A. Bonding 11
B. Notice of Creation 11
C. Dispatch Service to Other Agencies 11
Section 15. Severability 12
Section 16. Successors 12
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WEST CITIES COMMUNICATIONS CENTER (West -Comm)
JOINT POWERS AUTHORITY AGREEMENT
In order to establish, operate and maintain a public safety communications center for the
Cities of Cypress, Los Alamitos, and Seal Beach, the parties agree to the following:
This Agreement, effective December 23, 1996, by and among the Cities of Cypress, Los
Alamitos, and Seal Beach (hereinafter referred to collectively as "Parties" and individually as
"Party ") is entered into pursuant to the provisions of Title I, Division 7, Chapter 5, Article I
(Sections 6500, et seq.) of the California Government Code, (hereinafter the" Act "), relating to
joint exercise of powers, for the purpose of operating a public safety communications center.
WITNESSETH
WHEREAS, the Parties are each empowered by law to construct, equip, staff, maintain,
operate public buildings and related facilities for the purposes of public safety communications;
and,
• WHEREAS, the Parties desire to acquire, equip, staff, and operate a West Orange
County public safety communications center (hereinafter referred to as "Center ") and to provide
a structure for the accomplishment thereof; and,
WHEREAS, the Parties desire to accomplish the aforesaid purpose of jointly exercising
their common powers in the manner set forth in this Agreement.
NOW, THEREFORE, the Parties, for and in consideration of the mutual benefits,
promises, and agreements set forth herein, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, agree as follows:
Section I. Purpose.
The purpose of this Agreement is to establish arid operate the Center by equipping,
maintaining, operating, and staffing a single site facility which provides emergency ... call
receiving and dispatching services to the Parties. The Center may also provide services
on a contractual basis to other governmental entities and may amend the Agreement to
add additional parties.
The intention of the parties in the creation of the Authority is to share communications
obligations and responsibilities and to accordingly save the Parties some of the
individual expense of such obligations and responsibilities. In furtherance of that goal,
the Parties intend to utilize the personnel and resources of the Parties to provide
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financial, legal, personnel, risk management and other services and functions to the
, Authority on a basis which is acceptable to all of the Parties.
Section 2. Creation of Authority.
Pursuant to Section 6506 of the Act, there is hereby created a public entity, separate
and apart from the individual Parties, to be known as the "West Cities Communications
Center Joint Powers Authority , "hereinafter referred to as the " Authority," for the
purpose of operating the West Communications Center.
Section 3. Governance.
A. Board of Directors
The Board of Directors, comprised of three (3) elected officials, one designated by
each Party, shall establish policy for the Authority and shall exercise the
responsibilities and powers set forth in State law. It shall also have the budget duties
set forth in Section 6.B. hereof. The powers of the Board of Directors shall include
decisions to acquire, hold, lease, or dispose of real property, to incur debt not
included in the annual operating budget, to amend this Agreement and to provide
communications services to non -Party entities, public or private.
B. Administrative Oversight Staff
The Authority shall be managed by an Administrative Oversight Staff of six (6)
persons. The Administrative Oversight Staff shall be composed of the City Manager
and the Chief of Police of each City .The Administrative Oversight Staff shall
recommend policy, and shall exercise appropriate management powers.
C. Dispatch Administrator
The Administrative Oversight Staff shall appoint the Dispatch Administrator for the
Authority. The Dispatch Administrator shall be responsible for the day to day
operations of the Center and shall also be custodian of the property and records of
the Authority.
The Dispatch Administrator is authorized to act on behalf of the Administrative
Oversight Staff in all matters of personnel administration, given the positions and
funding authorized by the Board of Directors in the Authority's annual budget. This
includes, but is not limited to, hiring, supervisory direction, performance evaluations,
disciplinary actions, and terminations.
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D. Treasurer
The Board of Directors shall appoint the Treasurer of the Authority who shall also be
the Treasurer of one of the Parties. The Treasurer shall attend the meetings of the
Board of Directors and advise the Board in connection with any accounting,
budgetary, monetary, or other financial matters relating to the Authority. The duties
and responsibilities of the Treasurer include, but are not limited to, those set forth in
California Government Code Sections 6505, 6505.5, and 6509.5 and shall include
the following:
(1) With the approval of the Administrative Oversight Staff, create the annual
budget format, accounts, and documentation pertaining thereto, which
most nearly reflect the objectives of the Authority and the operation of the
Center and which are consistent with standard municipal budgetary
format;
(2) Establish and maintain the particular funds and accounts as required by
generally accepted accounting practices and which most accurately and
appropriately record and report the operations of the Authority as
represented by the annual budget document;
(3) Enforce strict compliance with the approved annual budget and approve
only expenditures authorized therein;
(4) Ensure that all available cash on hand is at all times fully invested in a
cash management program and investment portfolio pertaining thereto
which is consistent with the practices of the City providing the finance
services to the Authority; and to further ensure that sufficient liquidity is
maintained to meet the Authority's cash disbursement needs;
(5) Furnish monthly revenue, expenditure, and funds status reports to the
Dispatch Administrator and the Administrative Oversight Staff;
(6) Maintain an inventory of all property of the Authority;
(7) Make all books and records of the Authority in his /her hands open to
inspection at all reasonable times to Board Members; and
(8) Make a report on, at least a quarterly basis, the amount of money held for
the Authority and the amount of receipts and expenses since the last
report. Such report shall be verified and provided to the Dispatch
Administrator, the Administrative Oversight Staff, the Board of Directors
and all Parties to this Agreement.
E. General Counsel
The Board of Directors shall engage the services of one of the Parties' City Attorney
as the General Counsel for the Authority. The Authority General Counsel shall be
responsible for providing all legal services to the Authority.
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F. Auditor and Depositary
The Treasurer of one of the Parties shall be the depositary and have custody of the
money of the Authority. In the event the Authority ceases to employ one of the
Parties' Treasurer, the Board of Directors shall appoint a qualified person or firm to
act as the independent auditor for the Authority. In such event, the Board of
Directors shall also appoint a depositary for the Authority's money. The Authority's
Auditor shall perform such functions as may be required by this Agreement, the
Bylaws, the direction of the Administrative Oversight Staff, or other applicable laws.
The Authority's Auditor shall specifically be responsible for ensuring that the
Authority's filing requirements with each party pursuant to Government Code Section
6505 are completed.
Section 4. Meeting of the Board of Directors
A. Time of Meetings
The Board of Directors shall meet at least twice annually, once to approve and
adopt the budget and once in mid -year to review budget compliance and address
any adjustment recommendations. The Board may provide for additional
meetings as may be needed depending upon the pressure of business or as may
reasonably requested by any Board Member. The date and hour oaf any regular
meeting shall be scheduled by order of the Board. The location for the conduct
of meetings shall be West -Comm Center, unless otherwise specified in the
meeting notice.
B. Minutes
The Dispatch Administrator shall keep minutes of regular, adjourned and special
meetings. As soon as possible after each meeting, a copy of the minutes shall
be provided to each of the Parties.
C. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction
of business, except that a lesser number may adjourn for lack of a quorum.
D. Conflict of Interest Code
Pursuant to the provisions of the Political Reform Act, the Board of Directors shall
cause to be prepared a Conflict of Interest Code which shall be adopted by the
Board and filed and amended as required by State law.
E. Brown Act
All meetings of the Board of Directors shall be called, noticed and conducted in
accordance with the provisions of the Ralph M. Brown Act (Government Code
Section 54950 et seq).
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Section 5. Powers and Duties of the Authority.
The Authority shall have the powers common to the Parties as set forth in the
recitals of this Agreement and the Authority is authorized in its own name to
perform all acts necessary for the exercise of common powers, including, but not
limited to, any and all of the following:
1. To make and enter into contracts;
2. To employ agents and employees;
• 3. To acquire, construct, manage, maintain, and operate any buildings,
works, or improvements;
4. To acquire, hold, lease, or dispose of property;
5. To incur debts, liabilities, or obligations;
6. To receive gifts, contributions, and donations of property and funds,
services, and other forms of financial assistance, from persons, firms, and
corporations and any governmental entity;
7. To rent or lease communications services to non - public agencies; and,
8. To sue and be sued in its own name.
•
Section 6. Fiscal Year, Annual Budget/Financing and Assessments.
A. Fiscal Year
The Authority's fiscal year shall be the twelve month period commending each July
1, except if the effective date of this Agreement is other than July 1, the first fiscal
year shall be the short year commending the effective date and ending the following
June 30.
B. Annual Budget
1. The Authority shall operate only under a fiscal year budget approved and
adopted by the Board of Directors as set forth in this Section. The Authority may
not operate at a deficit. The Parties shall pay for the entire operation of the
Authority, with the annual expenditure budget determining the total amount of
assessments required.
2. The total annual assessment shall be divided among the Parties as follows: The
City of Seal Beach shall pay 30.3 %, the City of Cypress shall pay 45.3% and the
City of Los Alamitos shall pay 24.4% of the entire operating and capital cost of
the Authority.
3. Each annual operating budget shall be approved and adopted by majority vote of
the Board of Directors of the Authority.
C. Budget Elements
The Board of Directors, in adopting an annual budget, thereby fixes the assessment
against the Parties which shall be binding on each of them. The budget shall
include, but is not limited to, the following components:
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1. Operation and Maintenance Expenses
The costs of operating and maintaining a facility and the
communications /computer equipment housed therein shall include, but is not
limited to, personnel salaries and benefits, office and computer supplies and
other consumables, payments to lease a facility, and replacement parts
necessary to repair Facility equipment due to normal wear and tear from ordinary
usage.
2. Capital Expenditures
Capital expenditures shall include the costs of original purchase of
communications and computer equipment, hardware, software, and other fixed
asset items typically having a useful life of more than one (1) year, including
equipment improvements and additions, as opposed to replacement parts from
ordinary maintenance during the useful life of the capital items. All costs
associated with such purchase, such as installation, shall be capitalized.
Replacement of equipment at the end of its useful life shall be a capital item.
Capital expenditures shall be shared by the Parties in conformance with the
costs formula as established under Section 6.B.2 of this Agreement, except
capital expenditures which are incurred for and which are unique to a minority of
the Parties, in which case such minority shall share the expense equally.
D. Assessments
Upon adoption of the fiscal year budget by the Board of Directors, and the forwarding
thereof to the governing bodies of the Parties by the Dispatch Administrator, the
assessments fixed therein are automatically due and payable without further notice
as follows:
July 15: 35% of total assessment
October 15: 25% of total assessment
January 15: 5% of total assessment
April 15: 15% of total assessment
The Board of Directors may set a different payment schedule to accommodate
capital, if sufficient monies would not otherwise be on hand for such purchases.
A five percent (5% ) late charge shall be imposed upon assessment payments not
received by the Authority within thirty (30) calendar days following the scheduled
dates for payment. An additional five percent (5% ) shall be imposed if payment is
not received within an additional thirty (30) calendar days. If an assessment,
including late charges, is not paid in full within seventy -five (75) calendar days
following any scheduled due date, the Party shall be in default and subject to
immediate and automatic termination as a Party in accordance with Section 10 of
this Agreement.
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E. Budget Authority of Dispatch Administrator
The Dispatch Administrator for the Authority shall have the authority to fully implement
the approved budget. However, the Dispatch Administrator may not exceed the
personnel staffing authorized in the budget, either in number , position, or classification
or salary in addition, the Dispatch Administrator may not alter the capital budget, utilize
the reserve contingency, or increase the total amount of the approved expenditure
budget without the approval of the Board of Directors. Transfer between expenditure
categories must be approved by the Administrative Oversight Staff.
Section 7. Term of Agreement.
This Agreement shall become effective as of the date hereof and shall be binding upon
all parties hereto until the close of five (5) full fiscal years following said effective date,
and shall thereafter continue in full force and effect from year to year.
Section 8. Liability, Indemnity, and Insurance.
A. 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.
B. Several Liability
Each Party's responsibility for the debts, liabilities, and obligations of the
Authority shall be strictly several, and not joint and several, and nothing herein
shall be construed as creating any type of partnership, joint venture, association,
or trust between the Parties. The debts, liabilities, and obligations of the Authority
shall be the debts, liabilities, or obligations of the Authority alone and not of
Parties, unless expressly specified herein.
C. Indemnification and Insurance
1. From and after the effective date of this Agreement, the Authority shall
fully indemnify, defend, protect, and hold harmless each Party and their
respective officers, employees, agents, and representatives ( "Party"
hereinafter) with respect to any loss, damage, injury , claim, demand,
action, litigation, or liability and all expenses and costs relating thereto
(including actual attorneys' fees) arising out of or in any way related to (a)
the performance of this Agreement; (b ) any contract or agreement
assumed by or otherwise transferred to the Authority; and (c) any asset
transferred to and accepted by the Authority , including but not limited to
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real property, personal property, equipment and apparatus. It is also
understood and agreed that, pursuant to California Government Code
Section 895.4, the Authority shall fully indemnify , defend, protect, and
hold harmless each party from any liability imposed for injury (as defined
by Government Code Section 810.8) occurring by reason of any acts or
omissions on the part of the Authority .In the event that, notwithstanding
Government Code Section 6508.1 and this subsection (1), the Parties are
found jointly and severally liable for any negligent or wrongful act or
omission committed by the Authority in the performance of this
Agreement pursuant to Section 895.2 of the Government Code, which
imposes certain tort liability jointly upon public entities solely by reason of
such entities being parties to an agreement as defined in Section 895 of
said Code, or in the event the Authority's liability exceeds its insurance
coverage, the parties hereto, as between themselves, pursuant to the
authorization contained in Section 895.4 and 859.6 of said Code, allocate
said Party's responsibility for that liability in accordance with the formula
set forth in Subsection B(2) of Section 6 herein.
2. 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 $10,000,000 combined single limit per occurrence and
annual aggregate. Each of the Parties' members shall be named as an
insured on the general comprehensive liability policy. Alternatively, the
Authority may self- insure, subject to the approval of the Parties. Prior to
the Effective Date, the Authority shall provide each of the Parties with
certificates of insurance or proof of self- insurance evidencing the
coverage. Such insurance is a condition precedent to performance under
this Agreement, and until the Authority obtains insurance as provided for
in this Paragraph, performance under this Agreement is excused and no
Party shall have any right against any other member in equity or law.
3. Each Party hereto agrees to fully indemnify, defend, protect, and hold
harmless the Authority and the other parties and their respective officers,
employees, agents, and representatives from any liability for damages,
actual or alleged, to persons or property arising out of or resulting from
negligent or wrongful acts or omissions of that Party .It is also understood
and agreed that, pursuant to Government Code Section 895.4, each
Party shall fully indemnify, defend, protect and hold harmless the
Authority and the other parties and their respective officers, employees,
agents, and representatives from any liability imposed for injury (as
defined by Government Code Section 810.8) occurring by reason of any
negligent or wrongful acts or omissions on the part of that party .In the
event liability arises out of or results from negligent or wrongful acts or
omissions of two or more of the Parties, those Parties will assume the full
liability imposed respectively upon them or any of their officers,
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employees, agents, and representatives by law to the same extent that
such liability would be imposed in the absence of Section 895.2 of said
Code. To achieve the above stated purposes, each Party indemnifies and
holds harmless the other parties for any cost or expense that may be
imposed upon such other parties solely by virtue of said Section 895.2.
4. The Parties agree that no immunity available to the Parties under state or
federal law or regulation shall be waived with respect to any third party
claim.
Section 9. Termination, Withdrawal.
A. Termination
Each Party shall remain a Party to this Agreement and share in the costs of start
up and operation of the Facility for the term of this Agreement. If, in the interim, a
Party defaults on payment of any assessment as defined in Section 6, or
otherwise breaches this Agreement, such Party shall be automatically terminated
as a Party to this Agreement. The terminated Party remains liable for the
defaulted payment and late charges for the balance of the year's assessment,
and for assessments for years remaining in the minimum five (5) year term of
agreed participation. Such subsequent assessments will be determined as if the
terminated Party were still a Party to the Agreement; the assessment will be due
and payable in full on the first day of the fiscal year for which it is levied.
After expiration of the five (5) full years of participation, any Party defaulting on
payment shall be automatically terminated as a Party to this Agreement and shall
be liable for any defaulted payments and late charges. .
B. Withdrawal
A Party may withdraw as a Party to this Agreement without penalty provided the
effective date of the withdrawal shall not be sooner than the close of the initial
five year term of this Agreement and provided the withdrawing party has given at
least two years' prior written notice of withdrawal to the Authority. A withdrawing
Party shall perform all obligations required by this Agreement until the noticed
date of withdrawal.
C. Legal Redress
The Authority retains the right to seek legal redress, if necessary, to obtain
payment on amounts due. A terminated Party which withdraws forfeits any claim
to any assets of the Authority.
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Section 10. Dissolution.
The Board of Directors may mutually agree to terminate this Agreement and the
Authority shall thereby dissolve in accordance with applicable law. The vote of the Board
of Directors to dissolve shall be unanimous. Dissolution shall only be effective upon the
last day of the fiscal year, but shall in no event be effective until the requirements of
Section 12 are met.
Section 11. Disposition of Assets.
A. Process
This Agreement may not be terminated or disposition of assets made to the
Parties to the Agreement until the Authority reasonably exhausts all means of
collecting any monies due the Authority, and identifies and satisfies all
obligations and liabilities of the Authority .The Board of Directors must formally
accept a final accounting prepared by the Treasurer before any final disposition
of net assets may be made and termination of the Agreement consummated.
B. Asset Ownership
In the event of the withdrawal of one of the member parties to this agreement,
the Authority shall distribute to the withdrawing party that party's pro rata share of
the operating equipment and other liquid assets determined in proportion to the
withdrawing party's relative assessment as set forth in Section 6.B.2. of this
agreement. Such distribution shall be made by the Board of Directors, in the form
of either a cash payment, operating equipment, or a combination thereof.
In the event of a dissolution, the assets of the Authority shall be divided among
the parties in proportion to each party's respective assessment percentage as set
forth in Section 6.B.2.
For purposes of this section, operating equipment shall not include the structure,
radio and telephone lines or other permanent fixtures, which shall become the
property of the City of Seal Beach upon any dissolution. The value of assets for
purposes of this section shall be the fair market value and such value shall be
established as of the effective date of the withdrawal or dissolution.
C. Debt Obligation
If the Authority issues debt, each Party at the time of the issuance is responsible
for its share of the annual debt service payment regardless of whether it has
withdrawn as a Party.
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Section 12. Amendment to Agreement.
This Agreement may be amended only by a unanimous vote of the Parties to the
Agreement. Any proposed amendment should be formally directed to the Board
of Directors. The Board shall then review the proposed amendment and forward
it with a Board recommendation to the governing body of each Party to the
Agreement. The proposal shall be accompanied by a copy of the proposed
amendments to the Agreement, which shall be adopted, properly executed, and
returned to the Board of Directors if the Party concurs with the amendment. The
Dispatch Administrator shall notify each Party of the resultant action.
Section 13. Additional Parties to Agreement.
Public entities which are not Parties to this Agreement, may become Parties hereto only
by amendment to this Agreement as defined in Section 12 and subject to the following
terms and conditions: .
A. The Board of Directors shall determine a buy-in fee for long term fixed assets
(capital expenditures) and associated debt owned by the Authority at the time of
the buy-in.
B. The effective date of the amendment to this Agreement and inclusion as an
additional Party shall only occur on the first day of the fiscal year. Such public
agencies that become Parties hereto shall, be entitled to all rights and obligations
of the Authority and shall become Board Members as defined in this Agreement.
Section 14. Miscellaneous
A. Bonding
Any officer, official, or employee of the Authority who has charge or disbursement
authority over Authority funds or property shall obtain a surety bond in the
amount of $100,000. The premium, if any, of any such bond shall be a lawful
charge and obligation of the Authority.
B. Notice of Creation
A notice of the creation of the Authority by this Agreement shall be filed by the
Authority with the Secretary of State, pursuant to Section 6503.5 of the Act.
C. Dispatch Service to Other Agencies
The Authority may provide dispatch service to public agencies not a party to this
Agreement (hereinafter referred to as "User Agency" or "User Agencies" as
appropriate), but only upon majority approval of the Board of Directors. Such
service shall be by annual contract approved by the Board of Directors.
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Section 15. Severability.
Should any part, term, portion, or provision of this Agreement, or the application thereof
to any person or circumstances, be in conflict with any State or Federal law , or
otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts,
terms, portions or provisions, or the application thereof to other persons or
circumstances, shall be deemed severable and shall not be affected thereby, provided
such remaining portions or provisions can be construed in substance to continue to
constitute the Agreement that the Parties intended to enter into in the first instance.
Section 16. Successors.
This Agreement shall be binding upon and shall inure to the benefit of the successors of
the Parties hereto.
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WEST CITIES COMMUNICATIONS CENTER (Westcomm)
JOINT POWERS AUTHORITY AGREEMENT
In order to establish, operate and maintain a public safety communications center for
the Cities of Cypress, Los Alamitos, and Seal Beach, the parties agree to the following:
r.
This Agreement, effectiv �� , 1996, by and among the Cities of
Cypress, Los Alamitos, and Seal Beach (hereinafter referred to collectively as "Parties" and
individually as "Party ") is entered into pursuant to the provisions of Title I, Division 7,
Chapter 5, Article I (Sections 6500, et seq.) of the California Government Code, (hereinafter
the "Act "), relating to joint exercise of powers, for the purpose of operating a public, safety
communications center.
WITNESSETH
WHEREAS, the Parties are each empowered by law to construct, equip, staff,
maintain, operate public buildings and related facilities for the purposes of public safety
communications; and,
WHEREAS, the Parties desire to acquire, equip, staff, and operate a West Orange
County public safety communications center (hereinafter referred to as "Center ") and to
provide a structure for the accomplishment thereof; and,
WHEREAS, the Parties desire to accomplish the aforesaid purpose of jointly
exercising their common powers in the manner set forth in this Agreement.
NOW, THEREFORE, the Parties, for and in consideration of the mutual benefits,
promises, and agreements set forth herein, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, agree as follows:
Section 1. Purpose.
The purpose of this Agreement is to establish and operate the Center by equipping,
maintaining, operating, and staffing a single site facility which provides emergency
call receiving and dispatching services to the Parties. The Center may also provide
services on a contractual basis to other governmental entities and may amend the
Agreement to add additional parties.
The intention of the parties in the creation of the Authority is to share
communications obligations and responsibilities and to accordingly save the Parties
some of the individual expense of such obligations and responsibilities. In furtherance
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of that goal, the Parties intend to utilize the personnel and resources of the Parties to
provide financial, legal, personnel, risk management and other services and functions
to the Authority on a basis which is acceptable to all of the Parties.
Section 2. Creation of Authority.
Pursuant to Section 6506 of the Act, there is hereby created a public entity, separate
and apart from the individual Parties, to be known as the "West Cities
Communications Center Joint Powers Authority," hereinafter referred to as the
"Authority," for the purpose of operating the West Communications Center.
Section 3. Governance.
A. Board of Directors
The Board of Directors, comprised of three (3) elected officials, one
designated by each Party, shall establish policy for the Authority and shall
exercise the responsibilities and powers set forth in State law. It shall also
have the budget duties set forth in Section 6.B. hereof. The powers of the
Board of Directors shall include decisions to acquire, hold, lease, or dispose of
real property, to incur debt not included in the annual operating budget, to
amend this Agreement and to provide communications services to non -Party
entities, public or private.
B. Administrative Oversight Staff
The Authority shall be managed by an Administrative Oversight Staff of six
(6) persons. The Administrative Oversight Staff shall be composed of the City
Manager and the Chief of Police of each City. The Administrative Oversight
Staff shall recommend policy, and shall exercise appropriate management
powers.
C. Dispatch Administrator
The Administrative Oversight Staff shall appoint the Dispatch Administrator
for the Authority. The Dispatch Administrator shall be responsible for the day
to day operations of the Center and shall also be custodian of the property and
records of the Authority.
The Dispatch Administrator is authorized to act on behalf of the
Administrative Oversight Staff in all matters of personnel administration, given
the positions and funding authorized by the Board of Directors in the
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Authority's annual budget. This includes, but is not limited to, hiring,
supervisory direction, performance evaluations, disciplinary actions, and
terminations.
D. Treasurer
The Board of Directors shall appoint the Treasurer of the Authority who shall
also be the Treasurer of one of the Parties. The Treasurer shall attend the
meetings of the Board of Directors and advise the Board in connection with
any accounting, budgetary, monetary, or other financial matters relating to the
Authority. The duties and responsibilities of the Treasurer include, but are not
limited to, those set forth in California Government Code Sections 6505,
6505.5, and 6509.5 and shall include the following:
(1) With the approval of the Administrative Oversight Staff, create the
annual budget format, accounts, and documentation pertaining thereto,
which most nearly reflect the objectives of the Authority and the
operation of the Center and which are consistent with standard
municipal budgetary format;
(2) Establish and maintain the particular funds and accounts as required by
generally accepted accounting practices and which most accurately and
appropriately record and report the operations of the Authority as
represented by the annual budget document;
(3) Enforce strict compliance with the approved annual budget and approve
only expenditures authorized therein;
(4) Ensure that all available cash on hand is at all times fully invested in a
cash management program and investment portfolio pertaining thereto
which is consistent with the practices of the City providing the finance
services to the Authority; and to further ensure that sufficient liquidity
is maintained to meet the Authority's cash disbursement needs;
(5) Furnish monthly revenue, expenditure, and funds status reports to the
Dispatch Administrator and the Administrative Oversight Staff;
(6) Maintain an inventory of all property of the Authority;
(7) Make all books and records of the Authority in his /her hands open to
inspection at all reasonable times to Board Members; and
(8) Make a report on, at least a quarterly basis, the amount of money held
for the Authority and the amount of receipts and expenses since the last
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report. Such report shall be verified and provided to the Dispatch
Administrator, the Administrative Oversight Staff, the Board of
Directors, and all Parties to this Agreement.
E. General Counsel
The Board of Directors shall engage the services of one of the Parties' City
Attorney as the General Counsel for the Authority. The Authority General
Counsel shall be responsible for providing all legal services, to the Authority.
F. Auditor and Depositary
The Treasurer of one of the Parties shall be the depositary and have custody of
the money of the Authority. In the event the Authority ceases to employ one of
the Parties' Treasurer, the Board of Directors shall appoint a qualified person
or firm to act as the independent auditor for the Authority. In such event, the
Board of Directors shall also appoint a depositary for the Authority's money.
The Authority's Auditor shall perform such functions as may be required by
this Agreement, the Bylaws, the direction of the Administrative Oversight
Staff, or other applicable laws. The Authority's Auditor shall specifically be
responsible for ensuring that the Authority's filing requirements with each
party pursuant to Government Code Section 6505 are completed.
Section 4. Meetings of the Board of Directors
A. Time of Meetings
The Board of Directors shall meet at least twice annually, once to approve and
adopt the budget and once in mid -year to review budget compliance and
address any adjustment recommendations. The Board may provide for
additional meetings as may be needed depending upon the pressure of business
or as may reasonably be requested by any Board Member. The date and hour
of any regular meeting shall be scheduled by order of the Board. The location
for the conduct of meetings shall be Westcomm Center, unless otherwise
specified in the meeting notice.
B. Minutes
The Dispatch Administrator shall keep minutes of regular, adjourned and
special meetings. As soon as possible after each meeting, a copy of the
minutes shall be provided to each of the Parties.
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C. Quorum
A majority of the Board of Directors shall constitute a quorum for the
transaction of business, except that a lesser number may adjourn for lack of a
quorum.
D. Conflict of Interest Code
Pursuant to the provisions of the Political Reform Act, the Board of Directors
shall cause to be prepared a Conflict of Interest Code which shall be adopted
by the Board and filed and amended as required by State law.
E. Brown Act
All meetings of the Board of Directors shall be called, noticed and conducted
in accordance with the provisions of the Ralph M. Brown Act (Government
Code Section 54950 et seq).
Section 5. Powers and Duties of the Authority.
The Authority shall have the powers common to the Parties as set forth in the
recitals of this Agreement and the Authority is authorized in its own name to
perform all acts necessary for the exercise of common powers, including, but
not limited to, any and all of the following:
1. To make and enter into contracts;
2. To employ agents and employees;
3. To acquire, construct, manage, maintain, and operate any
buildings, works, or improvements;
4. To acquire, hold, lease, or dispose of property;
5. To incur debts, liabilities, or obligations;
6. To receive gifts, contributions, and donations of property and
funds, services, and other forms of financial assistance, from
persons, firms, and corporations and any governmental entity;
7. To rent or lease communications services to non - public
agencies; and,
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8. To sue and be sued in its own name.
Section 6. Fiscal Year, Annual Budget /Financing and Assessments.
A. Fiscal Year
The Authority's fiscal year shall be the twelve month period commencing each
July 1, except if the effective date of this Agreement is other than July 1, the
first fiscal year shall be the short year commencing the effective date and
ending the following June 30.
B. Annual Budget
(1) The Authority shall operate only under a fiscal year budget approved
and adopted by the Board of Directors as set forth in this Section. The
Authority may not operate at a deficit. The Parties shall pay for the
entire operation of the Authority, with the annual expenditure budget
determining the total amount of assessments required.
(2) The total annual assessment shall be divided among the Parties as
follows: The City of Seal Beach shall pay 30.3 %, the City of Cypress
shall pay 45.3% and the City of Los Alamitos shall pay 24.4% of the
entire operating and capital cost of the Authority.
(3) Each annual operating budget shall be approved and adopted by
majority vote of the Board of Directors of the Authority.
C. Budget Elements
The Board of Directors, in adopting an annual budget, thereby fixes the
assessment against the Parties which shall be binding on each of them. The
budget shall include, but is not limited to, the following components:
(1) Operation and Maintenance Expenses
The costs of operating and maintaining a facility and the
communications /computer equipment housed therein shall include, but
is not limited to, personnel salaries and benefits, office and computer
supplies and other consumables, payments to lease a facility, and
replacement parts necessary to repair Facility equipment due to normal
wear and tear from ordinary usage.
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(2) Capital Expenditures
Capital expenditures shall include the costs of original purchase of
communications and computer equipment, hardware, software, and
other fixed asset items typically having a useful life of more than one
(1) year, including equipment improvements and additions, as opposed
to replacement parts from ordinary maintenance during the useful life
of the capital items. All costs associated with such purchase, such as
installation, shall be capitalized. Replacement of equipment at the end
of its useful life shall be a capital item.
Capital expenditures shall be shared by the Parties in conformance with
the costs formula as established under Section 6.B.2 of this Agreement,
except capital expenditures which are incurred for and which are unique
to a minority of the Parties, in which case such minority shall share the
expense equally.
D. Assessments
Upon adoption of the fiscal year budget by the Board of Directors, and the
forwarding thereof to the governing bodies of the Parties by the Dispatch
Administrator, the assessments fixed therein are automatically due and payable
without further notice as follows:
July 15: 35% of total assessment
October 15: 25% of total assessment
January 15: 25% of total assessment
April 15: 15% of total assessment
The Board of Directors may set a different payment schedule to accommodate
capital, if sufficient monies would not otherwise be on hand for such
purchases.
A five percent (5 %) late charge shall be imposed upon assessment payments
not received by the Authority within thirty (30) calendar days following the
scheduled dates for payment. An additional five percent (5 %) shall be
imposed if payment is not received within an additional thirty (30) calendar
days. If an assessment, including late charges, is not paid in full within
seventy -five (75) calendar days following any scheduled due date, the Party
shall be in default and subject to immediate and automatic termination as a
Party in accordance with Section 10 of this Agreement.
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E. Budget Authority of Dispatch Administrator
The Dispatch Administrator for the Authority shall have the authority to fully
implement the approved budget. However, the Dispatch Administrator may
not exceed the personnel staffing authorized in the budget, either in number,
position, or classification or salary. In addition, the Dispatch Administrator
may not alter the capital budget, utilize the reserve contingency, or increase
the total amount of the approved expenditure budget without the approval of
the Board of Directors. Transfer between expenditure categories must be
approved by the Administrative Oversight Staff.
Section 7.. Term of Agreement.
This Agreement shall become effective as of the date hereof and shall be binding upon
all parties hereto until the close of five (5) full fiscal years following said effective
date, and shall thereafter continue in full force and effect from year to year.
Section 8. Liability, Indemnity, and Insurance.
A. 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.
B. Several Liability
Each Party's responsibility for the debts, liabilities, and obligations of the
Authority shall be strictly several, and not joint and several, and nothing
herein shall be construed as creating any type of partnership, joint venture,
association, or trust between the Parties. The debts, liabilities, and obligations
of the Authority shall be the debts, liabilities, or obligations of the Authority
alone and not of Parties, unless expressly specified herein.
C. Indemnification and Insurance
(1) From and after the effective date of this Agreement, the Authority shall
fully indemnify, defend, protect, and hold harmless each Party and
their respective officers, employees, agents, and representatives
( "Party" hereinafter) with respect to any loss, damage, injury, claim,
demand, action, litigation, or liability and all expenses and costs
relating thereto (including actual attorneys' fees) arising out of or in
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any way related to (a) the performance of this Agreement; (b) any
contract or agreement assumed by or otherwise transferred to the
Authority; and (c) any asset transferred to and accepted by the
Authority, including but not limited to real property, personal property,
equipment and apparatus. It is also understood and agreed that,
pursuant to California Government Code Section 895.4, the Authority
shall fully indemnify, defend, protect, and hold harmless each Party
from any liability imposed for injury (as defined by Government Code
Section 810.8) occurring by reason of any acts or omissions on the part
of the Authority. In the event that, notwithstanding Government Code
Section 6508.1 and this subsection (1), the Parties are found jointly and
severally liable for any negligent or wrongful act or omission
committed by the Authority in the performance of this Agreement
pursuant to Section 895.2 of the Government Code, which imposes
certain tort liability jointly upon public entities solely by reason of such
entities being parties to an agreement as defined in Section 895 of said
Code, or in the event the Authority's liability exceeds its insurance
coverage, the parties hereto, as between themselves, pursuant to the
authorization contained in Section 895.4 and 859.6 of said Code,
allocate said Party's responsibility for that liability in accordance with
the formula set forth in Subsection B(2) of Section 6 herein.
(2) 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 $10,000,000 combined single limit
per occurrence and annual aggregate. Each of the Parties' members
shall be named as an insured on the general comprehensive liability
policy. Alternatively, the Authority may self- insure, subject to the
approval of the Parties. Prior to the Effective Date, the Authority shall
provide each of the Parties with certificates of insurance or proof of
self insurance evidencing the coverage. Such insurance is a condition
precedent to performance under this Agreement, and until the Authority
obtains insurance as provided for in this Paragraph, performance under
this Agreement is excused and no Party shall have any right against any
other member in equity or law.
(3) Each Party hereto agrees to fully indemnify, defend, protect, and hold
harmless the Authority and the other parties and their respective
officers, employees, agents, and representatives from any liability for
damages, actual or alleged, to persons or property arising out of or
resulting from negligent or wrongful acts or omissions of that Party. It
is also understood and agreed that, pursuant to Government Code
Section 895.4, each Party shall fully indemnify, defend, protect and
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hold harmless the Authority and the other parties and their respective
officers, employees, agents, and representatives from any liability
imposed for injury (as defined by Government Code Section 810.8)
occurring by reason of any negligent or wrongful acts or omissions on
the part of that Party. In the event liability arises out of or results from
negligent or wrongful acts or omissions of two or more of the Parties,
those Parties will assume the full liability imposed respectively upon
them or any of their officers, employees, agents, and representatives by
law to the same extent that such liability would be imposed in the
absence of Section 895.2 of said Code. To achieve the above stated
purposes, each Party indemnifies and holds harmless the other parties
for any cost or expense that may be imposed upon such other parties
solely by virtue of said Section 895.2.
(4) The Parties agree that no immunity available to the Parties under state
or federal law or regulation shall be waived with respect to any third
party claim.
Section 9. Termination, Withdrawal.
A. Termination
Each Party shall remain a Party to this Agreement and share in the costs of
start up and operation of the Facility for the term of this Agreement. If, in the
interim, a Party defaults on payment of any assessment as defined in Section ,
6, or otherwise breaches this Agreement, such Party shall be automatically
terminated as a Party to this Agreement. The terminated Party remains liable
for the defaulted payment and late charges for the balance of the year's
assessment, and for assessments for years remaining in the minimum five (5)
year term of agreed participation. Such subsequent assessments will be
determined as if the terminated Party were still a Party to the Agreement; the
assessment will be due and payable in full on the first day of the fiscal year
for which it is levied.
After expiration of the five (5) full years of participation, any Party defaulting
on payment shall be automatically terminated as a Party to this Agreement and
shall be liable for any defaulted payments and late charges.
B. Withdrawal
A Party may withdraw as a Party to this Agreement without penalty provided
the effective date of the withdrawal shall not be sooner than the close of the
initial five year term of this Agreement and provided the withdrawing party
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has given at least two years' prior written notice of withdrawal to the
Authority. A withdrawing Party shall perform all obligations required by this
Agreement until the noticed date of withdrawal.
C. Legal Redress
The Authority retains the right to seek legal redress, if necessary, to obtain
payment on amounts due. A terminated Party which withdraws forfeits any
claim to any assets of the Authority.
Section 10. Dissolution.
•
The Board of Directors may mutually agree to terminate this Agreement and the
Authority shall thereby dissolve in accordance with applicable law. The vote of the
Board of Directors to dissolve shall be unanimous. Dissolution shall only be effective
upon the last day of the fiscal year, but shall in no event be effective until the
requirements of Section 12 are met.
Section 11. Disposition of Assets.
A. Process
This Agreement may not be terminated or disposition of assets made to the
Parties to the Agreement until the Authority reasonably exhausts all means of
collecting any monies due the Authority, and identifies and satisfies all
obligations and liabilities of the Authority. The Board of Directors must
formally accept a final accounting prepared by the Treasurer before any final
disposition of net assets may be made and termination of the Agreement
consummated.
B. Asset Ownership
In the event of the withdrawal of one of the member parties to this agreement,
the Authority shall distribute to the withdrawing party that party's pro rata
share of the operating equipment and other liquid assets determined in
proportion to the withdrawing party's relative assessment as set forth in
Section 6.B.2. of this agreement. Such distribution shall be made by the Board
of Directors, in the form of either a cash payment, operating equipment, or a
combination thereof.
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In the event of a dissolution, the assets of the Authority shall be divided
among the parties in proportion to each party's respective assessment
percentage as set forth in Section 6.B.2.
For purposes of this section, operating equipment shall not include the
structure, radio and telephone lines or other permanent fixtures, which shall
become the property of the City of Seal Beach upon any dissolution.
The value of assets for purposes of this section shall be the fair market value
and such value shall be established as of the effective date of the withdrawal or
dissolution.
C. Debt Obligation
If the Authority issues debt, each Party at the time of the issuance is
responsible for its share of the annual debt service payment regardless of
whether it has withdrawn as a Party.
Section 12. Amendment to Agreement.
This Agreement may be amended only by a unanimous vote of the Parties to the
Agreement. Any proposed amendment shall be formally directed to the Board of
Directors. The Board shall then review the proposed amendment and forward it with
a Board recommendation to the governing body of each Party to the Agreement. The
proposal shall be accompanied by a copy of the proposed amendments to the
Agreement, which shall be adopted, properly executed, and returned to the Board of
Directors if the Party concurs with the amendment. The Dispatch Administrator shall
notify each Party of the resultant action.
Section 13. Additional Parties to Agreement.
Public entities which are not Parties to this Agreement, may become Parties hereto
only by amendment to this Agreement as defined in Section 12 and subject to the
following terms and conditions:
A. The Board of Directors shall determine a buy -in fee for long term fixed assets
(capital expenditures) and associated debt owned by the Authority at the time
of the buy -in.
B. The effective date of the amendment to this Agreement and inclusion as an
additional Party shall only occur on the first day of the fiscal year. Such
public agencies which become Parties hereto shall be entitled to all rights and
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obligations of the Authority and shall become Board Members as defined in
this Agreement.
Section 14. Miscellaneous
A. Bonding
Any officer, official, or employee of the Authority who has charge or
disbursement authority over Authority funds or property shall obtain a surety
bond in the amount of $100,000. The premium, if any, of any such bond
shall be a lawful charge and obligation of the Authority.
B. Notice of Creation
A notice of the creation of the Authority by this Agreement shall be filed by
the Authority with the Secretary of State, pursuant to Section 6503.5 of the
Act.
C. Dispatch Service to Other Agencies
The Authority may provide dispatch service to public agencies not a party to
this Agreement (hereinafter referred to as "User Agency" or "User Agencies"
as appropriate), but only upon majority approval of the Board of Directors.
Such service shall be by annual contract approved by the Board of Directors.
Section 15. Severability.
Should any part, term, portion, or provision of this Agreement, or the application
thereof to any person or circumstances, be in conflict with any State or Federal law,
or otherwise be rendered unenforceable or ineffectual, the validity of the remaining
parts, terms, portions or provisions, or the application thereof to other persons or
circumstances, shall be deemed severable and shall not be affected thereby, provided
such remaining portions or provisions can be construed in substance to continue to
constitute the Agreement that the Parties intended to enter into in the first instance.
Section 16. Successors.
This Agreement shall be binding upon and shall inure to the benefit of the successors
of the Parties hereto.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and attested by their proper officers thereunto duly authorized, and their official
seals to be hereto affixed, as of the day and year first above written.
CITY OF CYPRESS
TOM CARROLL, Mayor
ATTEST:
0 Dh .
LILLIAN HAINA, City Clerk
APPROVED AS TO FORM:
JO : I E. CAVAN . H, City , • rney
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CITY OF LOS ALAMITOS
ALIT , Mfiyor
ATTEST:
' VEL ty Clerk
APPROVED AS TO FORM:
7/
THOMAS W. ALLEN, City Attorney
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CITY OF SEAL BEACH
GWEN FORSYTHE, yor
ATTEST:
J �i YEO, City C1er
APPROVED AS TO FORM:
UINN BARROW, City Attorney
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