JOINT EXERCISE OF POWERS AGREEMENT
FOR THE [Name to be determined]
BY AND BETWEEN THE CITIES OF MONTEREY, PACIFIC GROVE, SEASIDE AND CARMEL-BY-THE-SEA
THIS JOINT EXERCISE OF POWERS AGREEMENT (“Agreement”), is made and entered into as of the ____ day of ______________, 2010 by and between the City of Monterey, a charter city, the City of Pacific Grove, a charter city, the City of Seaside, a general law city, and the City of Carmel-by-the-Sea, a charter city, each duly organized and existing in the County of Monterey, State of California under the constitution and laws of the State of California (individually or collectively referred to as “Member” or “Members”).
W I T N E S S E T H:
WHEREAS, each of the Members has authority for the provision of fire protection services within its respective jurisdiction; and
WHEREAS, the jurisdictional areas of the Members are contiguous to each other, are developed to substantially the same level of density, and are susceptible to the provision of fire protection services and facilities under common administration and management and with the same or similar equipment, resources, and personnel; and
WHEREAS, the Members recognize the advantages and efficiencies of consolidating each Member’s individual fire service resources into a single regional fire service agency to improve effectiveness through standardization and shared resources, and to enhance fiscal responsibility by eliminating duplication and achieving efficiencies through the operation and governance of a Joint Powers Authority (“JPA” or “Authority”); and
WHEREAS, the separate management and administration of fire services in each jurisdictional area by each of the respective Members, using separate equipment, resources, and personnel have resulted in duplication of effort, multiple administrations, and additional costs, which, in the judgment of the Members, could be eliminated, to the substantial advantage and benefit of the citizens and taxpayers of the Members, if the administration and management of the fire protection facilities and services employing common equipment, resources, and personnel were to be consolidated in a single public entity; and
WHEREAS, combining the management and administration of the Members as well as the equipment, resources, and personnel, can reduce costs and also lead to a higher level and quality of service; and
WHEREAS, the Joint Exercise of Powers Act (Government Code Section 6500 et seq. “the Act”) provides that two or more public Members may by agreement jointly exercise any powers common to the parties to the agreement and may by that agreement create an entity that is separate from the parties to the agreement; and
WHEREAS, members of a JPA have availed themselves of the right under Government Code Section 6508.1 to specify in the joint powers agreement that the liabilities of the JPA are not the liabilities of its Members; and
WHEREAS, the various Members have already demonstrated their ability to achieve service enhancements and efficiencies by contracting with each other, jointly training and providing services, and otherwise achieving functional consolidation in a wide variety of service areas; and
WHEREAS, the ongoing and increasing fiscal pressures on all Members make it imperative that they seek and take advantage of every conceivable opportunity to improve the cost-effectiveness of their services; and
WHEREAS, as a result of lengthy negotiations, the Members recognize the benefits of combining their respective fire service providers into one provider, and all desire to receive their fire services from a JPA; and
WHEREAS, the Members envision that the JPA will evolve to include other municipal services as opportunities for improved services and cost effectiveness arise.
WHEREAS, the governing board of each Member has determined it to be in the Member’s best interest and in the public interest that this Agreement be executed and that it is a participating Member of the this JPA; and
WHEREAS, by this Agreement, the Members desire to create and establish a JPA to provide the structure for this consolidation, and to enable the initial phase of the consolidation to be implemented, set forth terms and conditions governing the management, operation, and financing of what will be called the [name to be determined] and to exercise the powers described herein and as provided by law; and such is the purpose of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Members hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions.
For purposes of this Agreement, the following words shall have the following meanings.
“Act” means the Joint Exercise of Powers Act of the State of California, California Government Code Sections 6500 et seq., as it now exists or may hereafter be amended.
“Agreement” means this Joint Exercise of Powers Agreement.
“Authority” means the [name to be determined], the joint powers authority or JPA established by this Agreement as authorized by Government Code Section 6503.5.
“Board of Directors” or “Board” means the governing body of the Authority.
“Bonds” means bonds, notes or other obligations of the Authority issued pursuant to any provision of law which may be used by the Authority for the authorization and issuance of bonds, notes or other obligations.
“Bond interest and redemption expenses” means those sums of money required to be expended by the Authority from any bond interest and redemption fund to be established and maintained by the Authority for the payment of principal of and interest on bonds (if any) issued pursuant to this Agreement.
“Bond Law” means Article 2 of the Act, as now or hereafter amended, or any other law hereafter legally available for use by the Authority in the authorization and issuance of bonds to finance needed public facilities or services.
“County” means the County of Monterey, State of California.
“Fire Chief” means a person designated by the Board to plan, direct, manage, and oversee the activities and operations of the Authority including, but not necessarily limited to, fire suppression, hazardous material mitigation, fire and life safety code compliance and administrative support services.
“Fiscal Year” means the period from July 1st to and including the following June 30th, or such other period as the Board may specify by resolution.
“Finance Director” means the Finance Director of the Authority designated pursuant to Section 4.8 of this Agreement.
“Inception period” means the five-year period from the effective date of this Agreement.
“Joint Facilities” means all existing fire protection facilities, equipment, resources and property to be managed and operated by the Authority pursuant to Sections 2.2, 2.3, 4.16, and 5.4 hereof, (as particularly set forth in Exhibit “B” hereto attached and made a part hereof by reference) and, if and when acquired or constructed, any improvements and additions thereto and any additional facilities or property acquired or constructed by the Authority or the Members.
“Operation and Maintenance Costs” means those sums of money required to be expended by the Authority from a fund to be established and maintained by the Authority to finance the cost of maintaining and operating the Joint Facilities subject to the provisions of Section 4.16, including all administrative and management costs and all costs of maintaining equipment, resources and property and all personnel costs incurred after July 1, 2010, but excluding all capital costs and all costs of special services.
“Measure” or “Measures” means a revenue measure proposed by the Authority or two or more revenue measures proposed by each of the Members to assist the Members in funding their financial obligations to the Authority under this Agreement. If two or more revenue measures are proposed, “Success of the Measure” shall mean successful approval of all measures.
“Members” and “Member.” “Members” means the parties to this Agreement and “Member” means one such Member.
“Operating Fund” is defined in Section 5.4 of this Agreement.
“Secretary” means the secretary of the Authority designated pursuant to Section 4.7 of this Agreement.
“Service Area” means the combined aggregate jurisdictional service areas of the Members as they now exist and as they may hereafter be modified by annexation of territory to or exclusion of territory from the boundaries of any of the Members. The combined aggregate service areas of the Members as they now exist are delineated on the map attached hereto as Exhibit “A” and hereby made a part of this Agreement.
“State” means the State of California.
“Treasurer” means the Treasurer of the Authority designated pursuant to Section 4.8 of this Agreement.
ARTICLE II
GENERAL PROVISIONS
Section 2.1 Creation of [name to be determined].
(a) Pursuant to Section 6503.5 of the Act, the Members hereby create a public entity separate and independent from the Members hereto, hereafter to be known as the “[name to be determined],” pursuant to the terms and conditions set forth in this Agreement.
(b) Within 30 days after the effective date of this Agreement and after any amendment, the Authority shall cause a notice of such Agreement or amendment to be prepared and filed with the office of the California Secretary of State containing the information required by California Government Code Section 6503.5.
(c) Within 10 days after the effective date of this Agreement, the Authority shall cause a statement of the information concerning the Authority, required by California Government Code Section 53051, to be filed with the office of the California Secretary of State and with the County Clerk, amending and clarifying the facts required to be stated pursuant to subdivision (a) of Government Code Section 53051.
Section 2.2 Purpose.
The purpose of the Authority is to improve effectiveness of fire service through standardization, uniform adoption of best practices, and shared capabilities that one jurisdiction could not afford or otherwise provide, and to enhance fiscal responsibility by eliminating duplication of capabilities, through the governance of a Joint Powers Authority. In furtherance of this purpose, the Authority shall exercise the common powers of the Members to manage, operate, and maintain the Joint Facilities and to implement the financing, acquiring and constructing of additions and improvements to the Joint Facilities to provide the Area with efficient and economical fire protection services, and, if necessary, to issue and repay Bonds of the Authority. The Authority’s purpose is not to determine if, when, or how any of its Members approve development within their respective jurisdictions. Each of the Members is authorized to exercise all such powers (except the power to issue and repay revenue Bonds of the Authority) pursuant to its organic law and the Authority is authorized to issue and provide for the repayment of Bonds pursuant to the provisions of the Bond Law or other applicable law.
Section 2.3 Ownership of Joint Facilities.
Each Member shall continue to own that portion of the Joint Facilities now owned by each, respectively.
Section 2.4 Effective Date.
This Agreement shall be effective as of July 1, 2010.
Section 2.5 Term.
The term of this Agreement is 10 years.
ARTICLE III
POWERS AND OBLIGATIONS OF THE AUTHORITY
Section 3.1 General Powers.
The Authority shall have the power in its own name to exercise any and all common powers of its Members reasonably related to the purposes of the Authority, including but not limited to, the powers to:
(a) Seek, receive and administer funding from any available public or private source, including grants or loans under any federal, state and local programs for assistance in achieving the purposes of the Authority;
(b) Contract for the services of engineers, attorneys, planners, financial and other necessary consultants;
(c) Contract for supply, maintenance, and repair of Joint Facilities, vehicles, equipment, resources, and property and pay all Operation and Maintenance costs;
(d) Make and enter into any other contracts;
(e) Employ agents, officers and employees;
(f) Acquire, lease, construct, own, manage, maintain, operate, or dispose of (subject to the limitations herein) any buildings, works, or improvements;
(g) Acquire, hold manage, maintain, or dispose of any other real or personal property by any lawful means, including without limitation gift, purchase, eminent domain, lease, leasepurchase, license, or sale;
(h) Incur all authorized debts, liabilities, and obligations, including issuance and sale of bonds, notes, certificates of participation, bonds authorized pursuant to the Marks-Roos Local Bond Pooling Act of 1985, California Government Code Sections 6584 et seq. (as it now exists or may hereafter be amended), or any other legal authority common to the Members and such other evidences of indebtedness, subject to the limitations herein;
(i) Receive gifts, contributions, and donations or property, funds, services, and other forms of financial or other assistance from any persons, firms, corporations, or governmental entities, or any source;
(j) Sue and be sued in its own name and to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law to enforce this Agreement;
(k) Seek the adoption or defeat of any federal, state, or local legislation or regulation necessary or desirable to accomplish the stated purposes and objectives of the Authority;
(l) Adopt rules, regulations, policies, bylaws, and procedures governing the operation of the Authority;
(m) To invest any money in the treasury pursuant to California Government Code Section 6505.5 that is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local Members, pursuant to Section 53601 of the California Government Code as it now exists or may hereafter be amended;
(n) Carry out and enforce all the provisions of this Agreement, and have other powers necessary and proper to carry out the purposes of this Agreement;
(o) Exercise all other powers not specifically mentioned herein, but common to the Members and authorized by California Government Code Section 6508 as it now exists or may hereafter be amended; and
(p) Assign, delegate or contract with a Member or third party to perform any of the duties of the Board.
Section 3.2 Specific Powers and Obligations.
(a) Audit. The records and accounts of the Authority shall be audited annually by an independent certified public accountant, as provided in Section 4.8(d).
(b) Securities. The Authority may use any statutory power available to it under the Act and any other applicable laws of the State of California, whether heretofore or hereinafter enacted or amended, for issuance and sale of any revenue bonds or other evidences of indebtedness necessary or desirable to finance the exercise of any power of the Authority, and may borrow from any source including, without limitation, the federal government, for these purposes.
(c) Liabilities. The debts, liabilities or obligations, whether contractual or noncontractual, of the Authority shall be debts, liabilities or obligations of the Authority alone, and not the debts, liabilities and obligations of the Members. (Gov. Code § 6508.1).
(d) Hold Harmless and Indemnification. To the fullest extent permitted by law, the Authority agrees to save, indemnify, defend and hold harmless each Member from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney’s fees and costs, court costs, interest, defense costs, and expert witness fees, where the same arise out of, or are in any way attributable in whole or in part, to negligent acts or omissions of the Authority or its employees, officers or agents or the employees, officers or agents of any Member while acting within the course and scope of an Member relationship with the Authority.
(e) Manner of Exercise. For purposes of California Government Code Section 6509, the powers of the Authority shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed upon the City of Monterey.
(f) Review of Agreement. This Agreement shall be reviewed at a minimum every four years by the members, in order to consider amendments and other proposals; its terms and conditions may be reviewed more frequently whenever the Board agrees to do so.
Section 3.3 Withdrawal from Authority.
(a) Notice. A Member shall provide two years’ written notice to withdraw from the Authority, provided that withdrawals shall not be allowed during the initial five-year period from the effective date of the Agreement (the “inception period”).
(b) Any member withdrawing from the JPA shall be obligated to pay the Authority for the estimated Authority liability for any leave balances its former employees transferred to the Authority and for its share of any other Authority liabilities, including but not limited to Workers Compensation.
Section 3.4 Dissolution of Authority.
(a) Notice. The Authority shall dissolve, and its assets be distributed in accordance with the provisions of this Agreement, upon written notice by the Board of its intention to dissolve the Authority, provided that such notice shall be given 24 months prior to the date of dissolution.
(b) Distribution of Funds and Property. If the Board gives notice of its intent to dissolve the Authority pursuant to Section 3.4(a) above, any remaining funds, property or other assets of the Authority, following discharge of all debts, liabilities and obligations of the Authority, shall be distributed to the Members. The formula used to pay off any remaining unfunded liabilities at the time of dissolution, as well as to divide the assets, shall be the average of the annual funding formulas that have been in effect from July 1, 2010, through the fiscal year in which notice of intent to dissolve the Authority is given. The Members acknowledge that the real property used by the Authority as of the effective date of this Agreement is owned by the Members and will not be distributed according to this formula, but shall remain vested in the Member which owns each parcel. Notwithstanding the provisions of Government Code Section 6512, any remaining funds shall be distributed in accordance with the provisions of this paragraph.
(c) Distribution of Assets Acquired by Authority. Upon termination of this
Agreement, any assets acquired by the Authority during the period of its existence and still on hand shall be distributed to the Members in the manner to be determined by mutual agreement at the time of termination on the basis of appraised value at the time of termination and in accordance with the allocation formula which was in effect at the time of acquisition. The Board shall appoint any needed appraisers, and the cost of such appraisals shall be liabilities of the Authority.
ARTICLE IV
ORGANIZATION, GOVERNANCE AND FUNCTIONS OF AUTHORITY
Section 4.1 Governing Board.
(a) The Board shall govern the Authority in accordance with this Agreement and shall have one Board Member per Member. The policy-making body of each Member shall appoint a Board Member to serve for a term of two years, although a Board Member may be removed during his or her term or reappointed for multiple terms at the pleasure of the Member that appointed him or her. The Board Member so appointed shall be a voting member of the Member’s respective policy-making body or the city manager or equivalent of the Member or a department head of the Member.
(b) All voting power of the Authority shall reside in the Board.
(c) Each Board Member shall cease to be a member of the Board when such Board Member ceases to hold office on the legislative body of the Member that appointed him or her or to be the city manager or equivalent of the Member or to be a department head of the Member. Vacancies shall be filled by the respective appointing Members.
(d) The policy-making body of each Member may appoint one alternate member of the Board who shall serve in the absence of the Board member representing the Member for whom the alternate is appointed. Alternates, who shall be voting members of the Member’s respective policy-making body or the city manager or equivalent of the Member or a Department Head of the Member, shall have no voting power other than when serving for an absent Board member.
(e) The policy-making body of each Member shall also appoint a member to an
Administrative Committee to provide advice to the Board. Members of this Administrative Committee shall serve at the pleasure of the Member that appointed him or her, and vacancies shall be filled by the respective appointing Members.
Section 4.2 Compensation and Expense Reimbursement.
Board members shall not receive a stipend. Each Board member shall be reimbursed for reasonable and necessary expenses actually incurred in the conduct of the Authority’s business, pursuant to an expense reimbursement policy established by the Board in full accordance with all applicable statutory requirements.
Section 4.3 Voting.
All actions of the Board shall require the vote of at least a majority Board of members present and voting. Board members may not cast proxy or absentee votes. Each member shall have an equal vote.
Section 4.4 Weighted Vote.
Actions of the Board shall be by consensus, affirmation, or majority vote of those Board members present with each agency having one vote, unless a weighted vote is requested by any two Board members. In a weighted vote, the weighting would be based on the formula used to allocate shared resource costs among the member agencies. A Board action on a weighted vote requires both a majority of weighted votes and a simple majority vote. The weighted vote issue can be revisited if the JPA Board members represent the entire JPA service area rather than their individual jurisdictions.
Section 4.5 Conflicts of Interest.
(a) Political Reform Act. Board Members shall be considered “public officials” within the meaning of the Political Reform Act of 1974, as amended, and its regulations, for purposes of financial disclosure, conflict of interest and other requirements of such Act and regulations, subject to a contrary opinion or written advice of the California Fair Political Practices Commission. The Authority shall adopt a conflicts of interest code in compliance with the Political Reform Act.
(b) Levine Act. Board Members are “officials” within the meaning of California Government Code Section 84308 et seq., commonly known as the “Levine Act,” and subject to the restrictions of such act on the acceptance, solicitation or direction of contributions.
Section 4.6 Board Meetings.
(a) Time and Place. The Board shall meet at the principal office of the Authority or at such other place designated by the Board if notice is provided in the manner of notice of an adjourned meeting under the Ralph M. Brown Act, California Government Code Section 54950 et seq., The time and place of regular meetings of the Board shall be designated by resolution adopted by the Board, a copy of which shall be furnished to each Member at least 10 days prior to the next such regular meeting.
(b) Call and Conduct. All meetings of the Board shall be called and conducted in accordance with the provisions of the Ralph M. Brown Act and other applicable law. Board meetings shall be conducted also in accordance with such procedures as shall be adopted by the Board by resolution.
(c) Quorum. The Board members representing a majority of Members and a majority of the population in the service area shall constitute a quorum of the Board required to conduct the business of the Authority.
(d) Rules. The Board may adopt from time to time such bylaws, rules and regulations for the affairs of the Authority as are consistent with this Agreement and other applicable law.
(e) Minutes. The Secretary shall cause draft action minutes of all meetings of the Board to be drafted and mailed to each Member promptly after each meeting. Upon approval by the Board, such minutes shall become a part of the official records of the Authority. Section 4.7 Officers.
(a) The Board shall elect a Chair and Vice-Chair from among its members, and shall appoint a Secretary who may, but need not, be a member of the Board. The Chair and Vice-Chair shall serve a term of one year or such other period of time as may be designated in rules or bylaws established by the Board. The officers shall perform the duties normal to said offices, as described below.
(b) Chair. The Chair shall preside over all meetings of the Board and shall sign all contracts on behalf of the Authority, except contracts that the Board may authorize the Fire Chief or another officer, agent, or employee of the Authority to sign. The Chair shall perform such other duties as may be imposed by the Board in accordance with law and this Agreement.
(c) Vice-Chair. The Vice-Chair shall act, sign contracts and perform all of the Chair’s duties in the absence of the Chair.
(d) Secretary. The Secretary shall countersign contracts signed on behalf of the Authority, and shall be the official custodian of all records of the Authority. The Secretary shall attend to such filings as required by applicable law. The Secretary shall perform such other duties as may be imposed by the Board.
Section 4.8 Finance Director and Treasurer.
(a) The ________________ is hereby initially designated as the Finance Director and Treasurer of the Authority. The Board may appoint other persons possessing the qualifications set forth in Government Code Section 6505.5 to either or both of these offices. The Authority shall contract with the person or Member whose employee is appointed as the Finance Director and Treasurer of the Authority. The person or Member providing these services shall give the Authority six months’ written notice of its intention to cease providing these services.
(b) The Treasurer shall be the depositary and shall have custody of all of the accounts, funds and money of the Authority from whatever source. The Finance Director and the Treasurer shall perform the duties and functions and shall assume the obligations and authority set forth in Sections 6505 and 6505.5 of the Act.
(c) The Financial Director and Treasurer shall receive, invest, and disburse funds only in accord with procedures established by the Board and in conformity with applicable law.
(d) Annual Audits and Audit Reports. The Financial Director/Treasurer shall cause an annual financial audit to be made by an independent certified public accountant with respect to all JPA receipts, disbursements, other transactions and entries into the books. A report of the financial audit will be filed as a public record with each Member. The audit will be filed no later than required by State law. The Authority shall pay the cost of the financial audit and charge the cost against the Members in the same manner as other administrative costs.
(e) The Finance Director and Treasurer shall secure a fidelity bond. Section 4.9 Legal Advisor. The Board shall appoint a Legal Advisor for the Authority who shall provide legal advice and such other services as may be prescribed by the Board. Subject to such provisions of the Rules of Professional Conduct and other law as may apply, the City Attorney or their equivalent of one of the Members may serve as Legal Advisor for the Authority.
Section 4.10 Fire Chief.
The Board shall hire, evaluate, and terminate the Fire Chief, who shall be chief executive officer of the Authority and shall report to the Board. The Board may delegate the hiring, evaluating, and terminating of the Fire Chief to an Executive Committee comprising some or all of the City Managers or equivalent executive positions of the Members. The Fire Chief shall have the power to hire, evaluate, and discharge all subordinate employees of the Authority.
Section 4.11 Additional Required Services.
a. Finance, Human Resources and IT. The Authority shall initially contract with _________for finance, purchasing, risk management, information technology, and human resources services. These services shall be evaluated during each review of this Agreement as provided for in Section 3.2(f), or when directed by the Board.
Upon any such review, any Member may submit a proposal for the Board’s
consideration and, if none do so, the Board may contract with another qualified public entity to provide those services. A Member providing these services shall give the Authority and the other Members six months’ written notice of its intention to cease providing these services.
b. Equipment Maintenance. The Authority shall initially contract with ____________ for equipment maintenance of the Authority’s vehicles.
Section 4.12 Additional Officers and Consultants.
The Board may appoint additional officers deemed necessary or desirable. Such additional officers also may be officers or employees of a Member or of the Authority. The Board may also retain such other consultants or independent contractors as may be deemed necessary or appropriate to carry out the purposes of this Agreement.
Section 4.13 Bonding Requirements.
The officers or persons designated to have charge of, handle, or have access to any funds or property of the Authority shall be so designated and empowered by the Board. Each such officer or person may be required to file an official bond with the Authority in an amount established by the Board. Should existing bond or bonds of any such officer or persons be extended to cover the obligations provided herein, said bond shall be the official bond required herein. The premiums on any such bond attributable to the coverage required herein shall be appropriate expenses of the Authority. If it is prudent to do so, the Authority may procure a blanket bond on behalf of all such officers and persons.
Section 4.14 Status of Officers and Employees.
All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, worker’s compensation, and other benefits which apply to the activities of officers, agents or employees of the Authority when performing their respective functions within the territorial limits of a Member shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties under the provisions of this Agreement and Chapter 5 of Division 7 of Title 1 of the California Government Code, commencing with Section 6500. However, none of the officers, agents or employees appointed by the Board shall be deemed to be employed by any of the Members or to be subject to any of the requirements of such Members by reason of their employment by the Authority.
Section 4.15 Committees.
The Board may create standing and ad hoc committees to give advice to the Board of Directors on such matters as may be referred to such committees by the Board. Qualified persons shall be appointed to such committees by the Board and each such appointee shall serve at the pleasure of the Board. All regular, adjourned and special meetings of such committees shall be called and conducted in accordance with the applicable requirements of the Ralph M. Brown Act, Government Code Sections 54950 et seq., as it now exists or may hereafter be amended, and all other applicable law.
Section 4.16 Initial and Subsequent Phases of JPA
(a) The initial phase (“First Phase”) of the JPA will be for Fire Chief services.
(b) The Second Phase of the JPA will include headquarters Fire functions. These headquarters functions shall include, but not be limited to, Fire Administration, Fire Training, Fire Prevention, and the Duty Chief component of Fire Operations.
(c) The Third Phase of the JPA will be for full Fire services, including the remainder of Fire Operations, specifically the fire engine companies, ladder truck companies, and relief firefighters, as determined by the Board.
(d) As soon as practical after the effective date of the JPA, the First Phase of the JPA shall be implemented. The timing and manner of the implementation of the Second Phase and the Third Phase of the JPA shall be determined by the Board.
ARTICLE V
OPERATIONS AND FACILITIES
Section 5.1 Principal Office.
(a) The Principal Office of the Authority shall initially be the current office maintained by Monterey Fire Department in the City of Monterey. The Authority may establish another principal office from time to time by resolution of the Board.
(b) The Authority shall initially lease space for its Principal Office from Monterey. This lease shall be evaluated during each review of this Agreement as provided for in Section 3.2(f), or when directed by the Board. Upon any such review, any Member may submit a proposal for the Board’s consideration and, if no Member does so, the Board may arrange to lease space from another landlord. A Member providing space shall give the Authority and the other Members 6 months' written notice of its intention to cease providing that space.
Section 5.2 Assumption of Responsibilities by the Authority.
As soon as practicable after the effective date of this Agreement, the Members shall appoint their representatives to the Board and the City Managers or their equivalents shall jointly give notice of an organizational meeting of the Board. At said meeting the Board shall provide for its regular meetings, shall elect a Chair and Vice-Chair, and shall appoint a Secretary as prescribed in Article IV. The Fire Chief shall give notice of an organization meeting of the Board annually thereafter.
Section 5.3 Delegation of Powers; Transfer of Records, Accounts, Funds, and
Property.
Subject to the provisions of Section 4.16, each of the members hereby delegates to the Authority the power and duty to maintain, operate, manage and control all of the fire protection facilities, equipment, resources and property of each of the respective Members within their territorial jurisdiction, as well as those a Member or the Authority may acquire in the future, including without limitation all fire stations, land, buildings and fire-fighting equipment, and to employ the necessary personnel and to do any and all other things necessary or desirable to provide continued, efficient, and economical fire protection services to the Area. The facilities managed by the Authority as provided in this paragraph constitute the Joint Facilities.
Section 5.4 Joint Fire Protection Operations and Maintenance Fund; Reserves and Capital.
The Authority shall create a joint fire protection operations and maintenance fund (herein called the “Operating Fund”). Upon the organization of the Board, the Authority shall maintain the Operating Fund and shall pay all personnel, contractual and administrative expenses of the Authority. Each of the Members shall pay into that fund its share of these costs of the Authority as set forth in Article VI of this Agreement. The Authority shall establish reasonable reserves as approved by the Members via annual budgets.
Subject to the provisions of Section 4.16, initially the Members intend for each Member to pay for the costs of owning, maintaining, repairing and replacing the fire stations and the fire apparatus in the stations and specified equipment and supplies for the fire stations and fire apparatus in the Member’s jurisdiction. Any Member who does not have a fire station in its jurisdiction will pay a portion of the costs of the stations and apparatus of the Members that have stations and apparatus, in accordance with budget policies adopted by the Board.
Section 5.5 Existing Scope of Joint Facilities and Services.
Upon commencement of this Agreement, each Member shall have fire stations within its jurisdiction with an engine company at each location. Subject to the provisions of Section 4.16, changes in the number of stations and the provision of staffing and fire safety services at each station shall be determined by the Board and specified in the annual budget.
ARTICLE VI
BUDGET: FUNDING FORMULA AND OTHER FINANCIAL PROVISIONS
Section 6.1 Annual Budget.
The Authority shall adopt an annual budget for each fiscal year. No expenditures may be made by or on behalf of the Authority unless authorized by a budget or budget amendment.
Section 6.2 Funding Formula.
Subject to the provisions of Section 4.16, the Authority’s command, administrative, and administrative overhead costs will be considered shared resources, and these costs will be
allocated among the member jurisdictions according to a shared resources cost allocation formula. These costs will include Fire Department management (e.g. Fire Chief, Assistant Fire Chief, Division/ Battalion Chiefs), fire prevention staff, fire training staff, and fire administrative analyst and/or fire administrative assistant support staff, as well as their supplies and services, equipment, vehicles, and office space. Subject to the Third Phase of the JPA provisions of Section 4.16, these costs will also include probationary fire academy training costs for new firefighters prior to their being assigned to an engine company, and relief firefighters. The shared resources costs will also include administrative overhead costs such as human resources, finance, risk management, it, and legal costs. In the Third Phase of the JPA, the shared resources may include line staff and/or other staff as determined by the Board.
The shared resources cost allocation formula is based on three factors, weighted separately. The three factors are: population, number of incidents (rolling three-year average), and minimum daily line staff in each Member jurisdiction and any jurisdiction for which the Member provides contractual fire service. The population and minimum daily line staff factors will be weighted equally, and the number of incidents (rolling three-year average) will be weighted twice as heavily as each of the other two factors. The shared resources cost allocation formula percentages for each Member will be updated by the Board annually, as well as any time a Member joins or leaves the Authority.
Starting in the Second Phase of the JPA as provided in Section 4.16, fire prevention fees shall be retained by the JPA and allocated among its member agencies according to the shared resources cost allocation formula.
Section 6.3 Allocation of Expenses.
After the Board approves submission of an annual budget to the Members, the Fire Chief shall forward that budget to each Member, along with his or her calculation of the share to be borne by each Member under the formula stated in Section 6.2 above. Approval of the budget by the Board shall also constitute approval of the allocation of the budget cost as calculated by the Fire Chief.
Section 6.4 Expenditures within Approved Annual Budget.
All expenditures within the limitations of the approved annual budget shall be made in accordance with the rules, policies, and procedures adopted by the Board.
Section 6.5 Disbursements.
Warrants shall be drawn upon the approval and written order of the Board and the Board shall requisition the payment of funds only upon approval of claims, disbursements and other requisitions for payment in accordance with the Agreement and other rules, regulations, policies and procedures adopted by the Board.
Section 6.6 Accounts.
All funds will be placed in the Operating Fund and the receipt, transfer, or disbursement of such funds by the Controller and the Treasurer shall be accounted for in accordance with the generally accepted accounting principles applicable to governmental entities, with strict accountability of all funds. All revenues, expenditures and status of bank accounts and investments shall be reported to the Board as frequently as the Board shall direct and, in any event, not less than annually, pursuant to procedures established by the Board.
Section 6.7 Establishment and Administration of Funds.
(a) The Authority is responsible for the strict accountability for all funds and reporting of all receipts and disbursements. It shall comply with every provision of law relating to the establishment and administration of funds, particularly Government Code Section 6505.
(b) All funds shall be accounted for on a full accrual basis.
ARTICLE VII
DISPUTE RESOLUTION
Section 7.1 Good Faith Negotiations.
The Members acknowledge that differences between them and among the Board
Members may arise from time to time and agree to make good faith efforts to resolve any such differences by means of good faith negotiations among the Members or Board Members, as the case may be. If such negotiations do not resolve a dispute, and no Member gives a notice to dissolve the Authority, as provided in this Agreement, then the Members shall resolve disputes in any manner permitted by law or in equity.
ARTICLE VIII
EMPLOYEE RELATIONS
Section 8.1 Employee Relations.
The Board shall maintain as necessary Employer-Employee Relations Procedures and Personnel Rules and Regulations applicable to the Authority. The Board may amend either or both items without referring the items to the Members.
Section 8.2 Annual Budget Issues.
In conjunction with the annual budget process described above, the Board shall consider the following: cost allocation plan, service goals, service performance standards, and labor relations agreements or memoranda of understanding (“MOU”), unless a multi-year MOU is in place.
Section 8.3 Bargaining.
Bargaining under the Meyers-Milias-Brown Act shall proceed as set forth in this section. Employees of the Authority are not employees of any Member. The Board and staff negotiators shall negotiate with the representatives of the Authority’s employees. After tentative agreement has been reached by the negotiating team and the representatives of the Authority’s employees, the Board shall act on the agreement.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Amendments.
This Agreement may be amended by an affirmative vote of the governing bodies of all of the Members, acting through their governing bodies. A proposed Amendment must be submitted to each Member at least 30 days in advance of the date when the Member will consider it. An Amendment is effective immediately unless otherwise designated.
Section 9.2 Notice.
Any notice required to be given or delivered by any provision of this Agreement shall be personally delivered or deposited in the U.S. Mail, registered or certified, postage prepaid, addressed to the Members at their addresses as reflected in the records of the Authority, and shall be deemed to have been received by the member to which the same is addressed upon the earlier of receipt or 72 hours after mailing.
Section 9.3 Attorney’s Fees.
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Member in such litigation or other proceeding shall be entitled to an award of its actual and reasonable attorney’s fees, costs and expenses incurred in the proceeding.
Section 9.4 Successors.
The Agreement shall be binding upon and inure to the benefit of any successor of a Member.
Section 9.5 Assignment and Delegation.
No Member may assign any rights or delegate any duties under this Agreement without the unanimous written consent of all other Members and any attempt to make such an assignment shall be null and void for all purposes. No creditor, assignee, or third party beneficiary of a Member has a right, claim, or title to any part, share, interest, fund, or asset of the Authority. However, nothing in this Section prevents the Board from assigning any interest or right it may have under this Agreement to a third party.
Section 9.6 Counterparts.
This Agreement may be executed in one or more counterparts, all of which together shall constitute a single agreement, and each of which shall be an original for all purposes.
Section 9.7 Severability.
Should any part, term or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any applicable law, or otherwise rendered unenforceable or ineffectual, the validity of the remaining parts, terms, or provisions of this Agreement shall not be affected thereby and to that end the parts, terms and provisions of this Agreement are severable.
Section 9.8 Integration.
This Agreement represents the full and entire Agreement among the Members with respect to the matters covered herein, and includes and incorporates by reference Exhibits A and B attached hereto.
Section 9.9 Parties to Agreement.
Each Member certifies that it intends to, and does, contract with every other Member which is a signatory to this Agreement and, in addition, with such other Member as may be later added as Members. Each Member also certifies that the deletion of any Member from this Agreement does not affect this Agreement or each remaining Member’s intent to contract with other Members then remaining.
Section 9.10 New Members.
All Members admitted after January 1, 2011 are New Members. A public entity may be admitted as a New Member only upon a two-thirds (2/3) vote of the Board and upon complying with all other requirements established by the Board and the Bylaws. Each applicant for membership as a New Member must pay all fees and expenses, if any, set by the Board.
Section 9.11 Liability Limits.
Subject to limitations thereon contained in any trust agreement or other documents pursuant to which Authority financing may implement, funds of the Authority may be used to defend, indemnify, and hold harmless the Authority, any Member, any Board Member or alternate, or any employee or officer of the Authority for their actions taken within the scope of their duties while acting on behalf of the Authority.
Section 9.12 Execution.
The legislative bodies of the members have each authorized execution of this Agreement, as evidenced by their respective signatures attested below.
CITY OF CARMEL-BY-THE-SEA
_______________________________
Mayor
Attest
_______________________________
City Clerk
Approved as to form
_____________________________
City Attorney
CITY OF MONTEREY
_______________________________
Mayor
Attest
_______________________________
City Clerk
Approved as to form
_____________________________
City Attorney
CITY OF PACIFIC GROVE
_______________________________
Mayor
Attest
_______________________________
City Clerk
Approved as to form
_____________________________
City Attorney
CITY OF SEASIDE
_______________________________
Mayor
Attest
_______________________________
City Clerk
Approved as to form
_____________________________
City Attorney
EXHIBITS
EXHIBIT A [Section 1.1]
MAP OF COMBINED, AGGREGATE SERVICE AREAS OF MEMBERS
EXHIBIT B [Section 1.1]
LIST OF EXISTING “JOINT FACILITIES”
NOTE: The signatory parties to the Draft Joint Powers Agreement are the four cities of Carmel-by-the-Sea, Monterey, Pacific Grove and Seaside; the cities of Sand City and Del Rey Oaks are not signatories at this time because Sand City and Del Rey Oaks have decided to continue as contractees, that is Sand City contracts with the City of Monterey and Del Rey Oaks contracts with the City of Seaside.
Source: CITY OF PACIFIC GROVE
300 Forest Avenue, Pacific Grove, California 93950
AGENDA REPORT
TO: Honorable Mayor and Members of the City Council
FROM: Thomas Frutchey, City Manager
MEETING DATE: May 5, 2010
SUBJECT: Selection of Preferred Option for Future Fire Services
CEQA: Does not Constitute a “Project” under California Environmental Quality Act (CEQA) Guidelines
Pages 43-66
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