08-0205_ORANGE COUNTY FIRE AUTHORITY_G1a_Agenda ReportAGENDA REPORT
TO: David F. Adams, City Manager Gu
FROM: Michael Cantor, Senior Management Analyst
2/5/2008
G 1a
SUBJECT: Consideration of Renewal of Orange County Fire Authority's Joint Powers
Authority Agreement.
RECOMMENDATION:
By motion, approve the First Amendment to the Amended Joint Powers Authority
Agreement with the Orange County Fire Authority, and authorize the City Manager to
execute the Agreement on behalf of the City.
SITUATION:
The Orange County Fire Authority (OCFA) was formed in 1995 to provide regional fire
protection and related services to the County of Orange and 18 member cities.
Subsequent to formation, 4 additional cities have become members of the OCFA. The
original Joint Powers Authority (JPA) agreement was amended on September 23, 1999,
and the Authority currently operates pursuant to that Amended JPA Agreement.
The Amended JPA Agreement covers an initial ten-year term of July 1, 2000 through
June 30, 2010. OCFA staff initiated discussions with all members this past year in an
attempt to reach agreement for a renewed JPA Agreement well in advance of the 2010
expiration date. The renewal process was started early to allow time to gather input
from all member agencies, to include substantial participation by members in
developing the proposed terms, and to enable collaborative work without the pressure
of an imminent deadline.
OCFA Member Payment Structures
OCFA's member agencies pay for fire services through two different pay structures. A
general knowledge of the two different pay structures is helpful in order to understand
the changes that are being proposed by OCFA for JPA renewal.
Sixteen of OCFA's 23 member agencies pay for fire services through the Structural Fire
Fund and 7 members pay through Cash Contracts. The City of San Juan Capistrano is
a Structural Fire Fund member.
Agenda Report •
Page 2 February 5, 2008
The Structural Fire Fund is maintained by the County of Orange and was in place prior
to Proposition 13. A fire tax (included in the one percent basic levy) is collected by the
County from property owners in these 16 jurisdictions, accumulated in the Structural
Fire Fund, and then paid to the OCFA for fire services.
Cash Contract cities were not originally part of the Structural Fire Fund prior to
Proposition 13, and therefore these 7 jurisdictions do not have a fire tax as a portion of
their 1% property tax levy flowing to the OCFA. Instead, these 7 cities pay for fire
services by contract with the Authority through quarterly cash payments. The cash
contract charges are based on the Authority's annual budget, and include a cap
provision which governs the maximum amount the contract charge can increase each
year.
Issues Identified
OCFA staff initially identified the following two areas of concern to be addressed with
the JPA renewal, both of which are financial in nature, and relate to cash contract cities
only.
1. Service charges paid by cash contract cities have fallen 10-15% short of OCFA
costs due to annual cost increases exceeding the cap on annual adjustments.
2. Also as a result of the cap on annual increases, cash contract cities have not been
contributing to vehicle replacement.
OCFA staff then met individually with members of each agency to solicit input regarding
additional areas of concern that should be addressed. Member agencies consistently
reported a high level of satisfaction with OCFA services and they reported no additional
issues, other than those cited above, for resolution with the renewal process.
Development of Proposed Terms
The proposed renewal terms were jointly developed by OCFA staff and a City
Manager/County working group. The working group included the OCFA City Managers'
Technical Advisory Committee, the City Managers' Budget and Finance Committee, the
County's Assistant CEO, all City Managers that have been with OCFA since inception,
and all Cash Contract City Managers. This working group successfully developed the
following proposed terms for renewal:
• Term of renewed JPA is 20 years, with an option to withdraw at each 10 -year
interval
• Cash contract city payment shortfalls will be amortized over the first ten years
• The cap on annual increases for cash contract cities will increase to not -to -exceed
4.5%
Agenda Report • •
Page 3 February 5, 2008
• The cap will include a recapture provision, wherein increases above the cap will be
banked for future recapture in subsequent years when cost increases are less than
the cap
• Contributions to vehicle replacement, station maintenance, and amortized shortfall
payments will be added to cash contract city charges outside of the cap calculation
• Periodic administrative reviews will be conducted every five years to review actual
cost increases compared to the cap
o Automatic triggers are included to ensure that any future cash contract city
payment shortfalls that may develop can be addressed through the
administrative reviews every five years
• The equity provisions for Structural Fire Fund members are amended to add an
automatic allocation of 50% of the available unencumbered fund balance to the
Structural Fire Fund Entitlement Fund at every 10 year interval, unless the OCFA is
experiencing fiscal hardship
First Amendment to Amended Joint Powers Authority Agreement
The proposed First Amendment was drafted by OCFA General Counsel to reflect the
concepts that were developed by the working group (Attachment 1). A strikeout copy of
the proposed First Amendment is provided as Attachment 2 to facilitate review of the
areas modified. In addition, the current Amended Joint Powers Authority Agreement is
provided for reference as Attachment 3.
The First Amendment has been reviewed and approved by our working group as a
consensus document. In addition, it was approved by the OCFA Board of Directors on
November 15, 2007. Following the OCFA Board's approval, the First Amendment must
be approved by two-thirds of the member agencies before it is deemed final.
There are numerous benefits to be achieved with this proposed renewal:
• Keeps all members together
• Provides long-term organizational stability
• Maintains economies of scale with regional, high-quality service
• Brings cash contract city payments in line with costs, while softening the impact
of a large increase in the first year of a renewed contract
• Builds in several layers of protections to ensure OCFA can recover costs
• Provides a revenue stream to fund vehicle replacements in cash contract cities
• Sustains the option to provide fire -related service enhancements to over -funded
Structural Fire Fund members
COMMISSION/BOARD REVIEW AND RECOMMENDATIONS:
Not applicable.
Agenda Report •
Page 4
FINANCIAL CONSIDERATIONS:
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February 5, 2008
There is no fiscal impact to the City of San Juan Capistrano. A fire tax (included in the
one percent basic levy to property owners) is collected by the County from property
owners, accumulated in the Structural Fire Fund, and then paid to the OCFA for fire
services.
NOTIFICATION:
Lori Zeller, Assistant Chief, Orange County Fire Authority
RECOMMENDATION:
By motion, approve the First Amendment to the Amended Joint Powers Authority
Agreement with the Orange County Fire Authority, and authorize the City Manager to
execute the Agreement on behalf of the City.
Respectfully submitted,
Michael Cantor
Senior Management Analyst
Attachment:
1. First Amendment to Amended Joint Powers Authority Agreement
2. Strike -out Version of First Amendment to Amended Joint Powers Authority
Agreement
3. Amended Orange County Fire Authority Joint Powers Agreement
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FIRST AMENDMENT TO AMENDED JOINT POWERS AUTHORITY AGREEMENT
ORANGE COUNTY FIRE AUTHORITY
This First Amendment ("Amendment') to the Amended Joint Powers Authority
Agreement (herein referred to as "Agreement'), effective July 1, 2010, is made and
entered into by and between the following public entities (collectively referred to as
"members"): Aliso Viejo, Buena Park, Cypress, Dana Point, Irvine, La Palma, Laguna
Hills, Laguna Niguel, Laguna Woods, Lake Forest, Los Alamitos, Mission Viejo,
Placentia, Rancho Santa Margarita, San Clemente, San Juan Capistrano, Seal Beach,
Stanton, Tustin, Villa Park, Westminster, and Yorba Linda (collectively referred to as
"Cities") and the County of Orange (referred to as the "County'), each of whom is a
member of the Joint Powers Authority, Orange County Fire Authority ("Authority").
RECITALS
WHEREAS, the Authority presently provides fire protection, prevention and
suppression services and related and incidental services to Cities as well as to the
unincorporated area of the County and State Responsibility Areas ("SRA"); and
WHEREAS, the County and Cities had entered into a Joint Powers Authority
Agreement to form the Authority as of February 3, 1995 pursuant to the provisions of
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ATTACHMENT
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Article 1, Chapter 5, Division 7, Title I (commencing with Section 6500) of the
Government Code of the State of California; and
WHEREAS, on September 23, 1999, the members entered into an amended
Joint Powers Authority Agreement ("1999 Amended Agreement") which superseded all
prior agreements between the parties and is incorporated herein by reference; and
WHEREAS, the members wish to amend the 1999 Amended Agreement as set
forth below and extend all other unamended terms of said Agreement.
NOW THEREFORE, the members agree to amend the 1999 Amended
Agreement as follows:
AGREEMENT
1. Article IV, Sections 3.8., C. and E. are amended to read as follows:
13. Cash Contract Cities. As part of its annual budget process,
the Authority shall determine the amounts owing from cash contract Cities. This amount
shall be referred to as the "Service Charge." It shall consist solely of the annual cost for
operational services (i.e., General Fund costs) consistent with the cost calculation
methodology in place on the Effective Date of the Authority, or such later date as a cash
contract City became a member, and will include the annual percentage change in the
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cost of fire system operations. This amount shall be subject to the cap set forth in 3.E.
below. The Service Charge shall not include any of the following: (1) the amortized
installments of the 2010 Shortfall set forth and defined in Article IV, Section 3.B.; (2)
facilities maintenance costs, as defined in Article VI, Section 1.C.; (3) vehicle
replacement costs, as defined in Article VI, Section 1.D.; and (4) the Five -Year Shortfall
in excess of seven and one half percent (7.5%) owed by any City as set forth in Article
IV, Section 3.F. only in the first year that such payment is owed. Notwithstanding the
foregoing, the cost calculation methodology shall include the cost of any proportional
share of any long term debt repayment obligations. Cash contract Cities shall be billed
quarterly and in arrears for services after services have been performed and such
amounts are due and payable within thirty (30) days from receipt of a billing therefor.
Additionally and irrespective of the cap set forth in Article IV, Section 3.E.,
each cash contract City shall pay the "2010 Shortfall." The "2010 Shortfall" is the
difference between the actual Authority cost of operational services to the respective
cash contract City for fiscal year 2009/2010 and the capped cost of those services.
Beginning July 1, 2010, each cash contract City shall pay its 2010 Shortfall by means of
equal quarterly payments that will be amortized over the period of July 1, 2010 to June
30, 2020.
C. Participation in Maintenance and Replacement Programs. In
addition to the cost calculation methodology set forth in Section B. above, and
irrespective of the cap set forth in E. below, cash contract Cities shall pay (1) the cost of
participation in the Authority's facilities maintenance program as set forth in Article VI,
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Section 1.C., and (2) the cost of participation in the Authority's vehicle replacement /
depreciation program as set forth in Article VI, Section 1.D.
E. Cap on Annual Adjustments. Except for the costs excluded from
the Service Charge as set forth in Article IV, Section 3.6. and the costs set forth in
Article IV, Section 3.H. and Article VI, Section 1.B., no annual cost adjustment to the
Service Charge shall exceed four and one half percent (4.5%) of the annual cost for
operational services provided to the City for the preceding year. In any year in which
the actual cost increase for operational services exceeds four and one half percent
(4.5%), the excess amount shall be recorded (i.e., banked) and paid in a subsequent
year in which the Service Charge cost adjustment is less than the four and one half
percent (4.5%) cap. If only a portion of this excess amount can be paid in one year
while remaining under the four and one half percent (4.5%) cap for that year, the
remainder shall be carried over from year to year until it is paid in its entirety."
2. Article IV, Sections 3.E.(1) and (2) are deleted.
3. Article IV, Section 3. F. shall be replaced with the following:
T. Modifications to the Service Charge. Beginning with fiscal year
2014/2015, and every five years thereafter, data will be compiled to review the actual
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Authority cost for operational services for that fiscal year compared to the capped
Service Charge for each cash contract City for that year. The difference between these
amounts shall be referred to as the "Five -Year Shortfall."
The data will be reviewed and analyzed jointly by the City Managers'
Technical Advisory Committee and City Managers' Budget & Finance Committee to
confirm the amount of the Five -Year Shortfall, if any, and to determine whether that
amount has exceeded the percentage thresholds set forth below which would in turn
trigger an adjustment of the Service Charge. If, after reviewing the data which has been
compiled, the joint Committees and the Authority cannot agree on the calculations or
the data used to calculate the amount of the Five -Year Shortfall, the Authority reserves
the right to retain an independent auditor to review the calculations and data. The
independent auditor's results as to the calculated amount of the Five -Year Shortfall shall
be final and binding.
Modifications to the Service Charge, if any, shall be as follows. If the Five -
Year Shortfall is less than seven and one half percent (7.5%) of the actual annual
Authority costs, for a cash contract City, no additional amounts shall be owed by the
City. If any Five -Year Shortfall exceeds seven and one half percent (7.5%), a cash
contract City shall pay for the portion of the shortfall necessary to reduce the shortfall
below seven and one half percent (7.5%). If the Five -Year Shortfall is between seven
and one half percent (7.5%) and fifteen percent (15%), the amount shall be paid in its
entirety in the following fiscal year. If the Five -Year Shortfall is more than fifteen percent
(15%), that amount shall be paid through equal amortized installments over the
subsequent five year period. Payment of the Five -Year Shortfall in excess of seven and
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one half percent (7.5%) shall be excluded from the Service Charge only in the first year
in which such payment is owed. The calculated Five -Year Shortfall amount paid shall
be added to the Service Charge in the subsequent years."
4. Article IV. Section 4.D. shall be added to read as follows:
"D. Notwithstanding the foregoing, 50 percent of any unencumbered
funds, as determined by the annual audited financial statements, shall be allocated to
the Structural Fire Fund Entitlement Fund at every ten year interval beginning with fiscal
year 2010/2011, unless it is determined by unanimous vote of the Directors
representing structural fire fund members that a fiscal hardship would thereby result.
Those monies shall be distributed in a manner consistent with the methodologies,
criteria and purposes described in this Section 4.A. through 4.C. above. In the event of
a finding of fiscal hardship, the 50 percent allocation shall be made during the
subsequent fiscal year unless another finding of fiscal hardship is determined as
described above."
5. Article Vl, Section 1.C. is amended to read as follows:
"C. Maintenance and Repairs. Each cash contract City shall make an
initial payment to the Authority of $15,000 for each fire station within its jurisdiction for
maintenance and repairs. The Authority shall carry forward unspent amounts to the
next fiscal year. At the beginning of the fiscal year, said cities shall pay the Authority an
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amount sufficient to bring its balance back to $15,000 for such station (referred to below
as the "Station's $15,000 Maintenance Account").
procedure:
(1) Funds shall be expended in accordance with the following
(a) Minor maintenance or repairs costing less than $1,000 are
funded through the cash contract City's base Service Charge and, therefore, shall be
paid by the Authority out of its General Fund. These repairs will not be charged to the
Station's $15,000 Maintenance Account.
(b) Maintenance, repair, alteration, or improvement projects
greater than $1,000 but less than the remaining balance in the Station's $15,000
Maintenance Account shall be paid from the Station's Maintenance Account.
(c) Maintenance, repair, alteration, or improvement projects
exceeding the remaining balance in the Station's $15,000 Maintenance Account are
considered capital improvements and additional funding that is necessary to pay for
such improvements shall be the responsibility of the City.
(2) At its discretion, a cash contract City with multiple fire stations may
allocate all or a portion of the balance of one Station's $15,000 Maintenance Account to
another station within the City provided the balance of each station be restored to
$15,000 at the beginning of the following fiscal year."
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6. Article Vll, Sections I.A. and B. are amended to read as follows:
"A. Term. Cities shall be members of the Authority for a 20 -year term
commencing July 1, 2010. For Structural Fire Fund cities, the initial 20 -year term shall
begin on July 1, 2010 and end on June 30, 2030. For a .cash contract City, the first 20 -
year term shall begin on July 1, 2010, only upon the consent of such city. Cash contract
Cities that do not give such approval by June 30, 2010 shall give notice of withdrawal to
the Clerk of the Authority by June 30, 2010, to be effective July 1, 2010. Failure to
provide such notice shall be deemed that City's consent to a 20 -year term, beginning
July 1, 2010 subject to the ability to withdraw after the first ten years as set forth in
Section B. below.
B. Subsequent Terms. Twenty-year membership terms shall
automatically renew, on the same terms and conditions as the prior term, and with the
same cap in effect in the last year of the prior term, except under the following
circumstances:
(1) Any city may give notice of withdrawal by transmitting written notice
of such withdrawal to the Clerk of the Authority prior to July 1 of the second to last year
of every ten-year interval of a twenty-year term (e.g., for the first ten-year interval, notice
must be given by July 1, 2018 to withdraw by June 30, 2020).
7. Article VII, Section I. F. shall be added to read as follows:
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T. Negotiation of Terms Upon Notice of Withdrawal. Upon providing notice
of withdrawal, a cash contract City may negotiate with the Authority regarding
modifications to its payment obligation. If the City and the Authority are unable to reach
agreement regarding modified payment terms, the balance of any shortfall that may
have accumulated during a City's ten-year period of membership shall be paid upon
withdrawal."
8. Article VII, Section 3 is amended to read as follows:
"3. Withdrawal of County. County shall be a member of the Authority
for a term of twenty years beginning on July 1, 2010 and continuing to June 30, 2030.
Said term shall automatically renew for successive terms in accordance with and
subject to the same provisions and exceptions applicable to Cities in Section 1.B. and
C. In the event of withdrawal, the County shall remain liable for payment of the
Structural Fire Fund's proportional share of any bonded indebtedness of the Authority
incurred prior to the date of its withdrawal."
9. All terms and conditions contained in this Amendment are incorporated by
this reference into the Agreement. This Amendment modifies the Agreement only as
expressly set forth above. This Amendment does not modify, alter, or amend the
Agreement in any other way whatsoever.
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Dated:
SIGNED AND CERTIFIED THAT A COPY
OF THIS DOCUMENT HAS BEEN
DELIVERED TO THE CHAIRMAN OF THE
BOARD
Darlene J. Bloom
Clerk of the Board of Supervisors
County of Orange, California
NOTICE TO COUNTY OF ORANGE TO BE
GIVEN TO:
t
Thomas G. Mauk
County Executive Officer
10 Civic Center Plaza
Santa Ana, CA 92701
APPROVED AS TO FORM:
Benjamin P. de Mayo
County Counsel
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COUNTY OF ORANGE, a political
subdivision of the State of California
By:
Chris Norby
Chairman of its Board of Supervisors
[Signatures Continued on Page 11]
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Dated:
ATTEST:
Lipda Ruth
Interim City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Aliso Viejo
12 Journey, Suite 100
Aliso Viejo, CA 92656-5335
Phone: (949)425-2500
Fax: (949) 425-3899
APPROVED AS TO FORM:
Best Best & Krieger LLP
In
City Attorney
CITY OF ALISO VIEJO
M
Mark A. Pulone
City Manager
(Signatures Continued on Page 14
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Dated:
ATTEST:
Shalice Reynoso
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Buena Park
6650 Beach Blvd.
Buena Park, CA 90620
Phone: (714) 562-3500
Fax: (714)562-3599
APPROVED AS TO FORM:
Richards Watson & Gershon
By:
City Attorney
CITY OF BUENA PARK
Rick Warsinski
City Manager
[Signatures Continued on Page 13]
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CITY OF CYPRESS
Dated: By:
John Bahorski
City Manager
ATTEST:
Denise Basham
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Cypress
5275 Orange Avenue
Cypress, CA 90630
Phone: (714)229-6688
Fax: (714)229-0154
APPROVED AS TO FORM:
Aleshire & Wynder LLP
City Attorney
[Signatures Continued on Page 14]
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Dated:
ATTEST:
Kathy Ward
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Dana Point
33282 Golden Lantern
Dana Point, CA 92629
Phone: (949) 248-9890
Fax: (949)248-9920
APPROVED AS TO FORM:
Rutan & Tucker
m
City Attorney
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CITY OF DANA POINT
By:
Douglas C. Chotkevys
City Manager
[Signatures Continued on Page 15]
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CITY OF IRVINE
Dated:
By:
Sean Joyce
City Manager
ATTEST:
Sharie Apodaca
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Irvine
One Civic Center Plaza
Irvine, CA 92606-5208
Phone: (949) 724-6249
Fax: (949)724-6045
APPROVED AS TO FORM:
Rutan & Tucker
By:
City Attorney
[Signatures Continued on Page 16]
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Dated:
ATTEST:
Laurie Murray
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of La Palma
7822 Walker Street
La Palma, CA 90623
Phone: (714)690-3333
Fax: (714)523-7351
APPROVED AS TO FORM:
RUTAN & TUCKER
M3
City Attorney
CITY OF LA PALMA
By:
Dominic Lazzaretto
City Manager
[Signatures Continued on Page 17]
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CITY OF LAGUNA HILLS
Bruce E. Channing
City Manager.
ATTEST:
Peggy J. Johns
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Laguna Hills
25201 Paseo de Alicia #150
Laguna Hills, CA 92653
Phone: (949)707-2600
Fax: (949)707-2614
APPROVED AS TO FORM:
Woodruff, Spradlin & Smart
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554584.1
Gregory E. Simonian
City Attorney
[Signatures Continued on Page 18]
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CITY OF LAGUNA NIGUEL
Dated: By:
Timothy J. Casey
City Manager
ATTEST:
Pam Lawrence
Acting City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Laguna Niguel
27801 La Paz Rd.
Laguna Niguel, CA 92677
Phone: (949) 362-4380
Fax: (949)362-4340
APPROVED AS TO FORM:
M
Terry E. Dixon
City Attorney
[Signatures Continued on Page 19]
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CITY OF LAGUNA WOODS
Dated: By:
ATTEST:
Susan Condon
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Laguna Woods
24264 El Toro Road
Laguna Woods, CA 92637
Phone: (949) 639-0500
Fax: (949)639-0591
APPROVED AS TO FORM:
Burke, Williams & Sorensen
M
City Attorney
Leslie Keane
City Manager
[Signatures Continued on Page 20]
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ATTEST:
Sherry Wentz
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Lake Forest
23161 Lake Center Drive, Suite 100
Lake Forest, CA 92630
Phone: (949)461-3400
Fax: (949)461-3511
APPROVED AS TO FORM:
Best Best & Krieger LLP
m
City Attorney
ss4sa4A
CITY OF LAKE FOREST
Robert C. Dunek
City Manager
[Signatures Continued on Page 21]
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CITY OF LOS ALAMITOS
Dated: By:
Dave Rudat
Interim City Manager
ATTEST:
Susan C. Vanderpool
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Los Alamitos
3191 Katella Avenue
Los Alamitos, CA 90720
Phone: (562)431-3538
Fax: (562) 493-1255
APPROVED AS TO FORM:
Best Best & Krieger LLP
By:
City Attorney
[Signatures Continued on Page 24
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Dated
ATTEST:
Karen Hamman
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Mission Viejo
25909 Pala, Suite 150
Mission Viejo, CA 92691
Phone: (949)470-3000
Fax: (949)859-1386
APPROVED AS TO FORM:
Richards Watson & Gershon
m
City Attorney
CITY OF MISSION VIEJO
Dennis Wilberg
City Manager
[Signatures Continued on Page 23]
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Dated:
ATTEST:
Patrick J. Melia
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Placentia
401 E. Chapman
Placentia, CA 92870
Phone: (714)993-8117
Fax: (714)961-0283
APPROVED AS TO FORM:
Woodruff, Spradlin & Smart
Thomas F. Nixon
City Attorney
0
CITY OF PLACENTIA
By:
Robert C. Dominguez
City Administrator
[Signatures Continued on Page 24]
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ATTEST:
Molly McLaughlin
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Rancho Santa Margarita
22112 EI Paseo
Rancho Santa Margarita, CA 92688
Phone: (949) 635-1800
Fax: (949)635-1840
APPROVED AS TO FORM:
John E. Cavanaugh
City Attorney
CITY OF RANCHO SANTA MARGARITA
Steven E. Hayman
City Manager
(Signatures Continued on Page 251
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Dated:
ATTEST:
Joanne Baade
Deputy City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of San Clemente
100 Avenida Presidio
San Clemente. CA 92672
Phone: (949)361-8322
Fax: (949) 361-8283
APPROVED AS TO FORM:
Rutan & Tucker
M
City Attorney
0
CITY OF SAN CLEMENTE
George Scarborough
City Manager
[Signatures Continued on Page 26]
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CITY OF SAN JUAN CAPISTRANO
Dated: By:
Dave "Adams
City Manager
ATTEST:
Margaret R. Monahan
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of San Juan Capistrano .
32400 Paseo Adelanto '
San Juan Capistrano, CA 92675
Phone: (949) 443-6317
Fax: (949) 488-3874
APPROVED AS TO FORM:
Woodruff, Spradlin & Smart
22
Omar Sandobal
City Attorney
554584.1
[Signatures Continued on Page 27]
E.
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Dated:
ATTEST:
Linda Devine
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Seal Beach
211 8th Street
Seal Beach, CA 90740
Phone: (562) 431-2527
Fax: (562)431-4067
APPROVED AS TO FORM:
Richards Watson & Gershon
0
City Attorney
CITY OF SEAL BEACH
By:
David N. Carmany
City Manager
[Signatures Continued on Page 28]
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0 •
ATTEST:
Brenda Green
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Phone: (714)379-9222
Fax: (714)890-1443
APPROVED AS TO FORM:
Burke Williams & Sorensen
City Attorney
CITY OF STANTON
By:
Jake Wager
City Manager
(Signatures Continued on Page 291
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CITY OF TUSTIN
Dated: By:
William A. Huston
City Manager
ATTEST:
Pamela Stoker
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Phone: (714)544-8890
Fax: (714)832-0825
APPROVED AS TO FORM:
Woodruff, Spradlin & Smart
By:
Douglas C. Holland
City Attorney
[Signatures Continued on Page 30]
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Dated:
ATTEST:
Kenneth A. Domer
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Villa Park
17855 Santiago Blvd.
Villa Park, CA 92861
Phone: (714) 998-1500
Fax: (714)998-1508
APPROVED AS TO FORM:
Rutan & Tucker
LOW
City Attorney
CITY OF VILLA PARK
By:
Kenneth A. Domer
City Manager
[Signatures Continued on Page 31]
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CITY OF WESTMINSTER
Dated: By:
ATTEST:
Marian Contreras
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Westminster
8200 Westminster Boulevard
Westminster, CA 92683
Phone: (714)898-3311
Fax: (714)373-4684
APPROVED AS TO FORM:
Jones & Mayer
-00
Richard D. Jones
City Attorney
554584.1
Ramon Silver
City Manager
(Signatures Continued on Page 34
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CITY OF.YORBA LINDA
Dated: By:.
Tamara Letourneau
City Manager
ATTEST:
Kathie Mendoza
City Clerk
NOTICE TO CITY TO BE GIVEN TO:
City Manager
City of Yorba Linda
4845 Casa Loma Avenue
Yorba Linda, CA 92885-8714
Phone: (714) 961-7100
Fax: (714)993-7530
APPROVED AS TO FORM:
Best Best &. Krieger LLP
City Attorney
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554584.1
February 5, 2008
Consideration of
Renewal of
Orange County Fire Authority's
Joint Powers Authority Agreement
Due to the size, Attachments 2 & 3 have only been
distributed to the City Council. A copy is available for
review online at www.sanivancauistrano.om and the
Office of the City Clerk.
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FIRST AMENDMENT TO AMENDED JOINT POWERS AUTHORITY AGREEMENT
ORANGE COUNTY FIRE AUTHORITY
This First Amendment ("Amendment') to the Amended Joint Powers Authority
Agreement (herein referred to as "Agreement'), effective July 1, 2010, is made and
entered into by and between the following public entities (collectively referred to as
"members"): Aliso Viejo, Buena Park, Cypress, Dana Point, Irvine, La Palma, Laguna
Hills, Laguna Niguel, Laguna Woods, Lake Forest, Los Alamitos, Mission Viejo,
Placentia, Rancho Santa Margarita, San Clemente, San Juan Capistrano, Seal Beach,
Stanton, Tustin, Villa Park, Westminster, and Yorba Linda (collectively referred to as
"Cities") and the County of Orange (referred to as the "County"), each of whom is a
member of the Joint Powers Authority, Orange County Fire Authority ("Authority').
RECITALS
WHEREAS, the Authority presently provides fire protection, prevention and
suppression services and related and incidental services to Cities as well as to the
unincorporated area of the County and State Responsibility Areas ("SRA"); and
WHEREAS, the County and Cities had entered into a Joint Powers Authority
Agreement to form the Authority as of February 3, 1995 pursuant to the provisions of
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ATTACHMENT 2
•
Article 1, Chapter 5, Division 7, Title I (commencing with Section 6500) of the
Government Code of the State of California; and
WHEREAS, on September 23, 1999, the members entered into an amended
Joint Powers Authority Agreement ("1999 Amended Agreement') which superseded all
prior agreements between the parties and is incorporated herein by reference; and
WHEREAS, the members wish to amend the 1999 Amended Agreement as set
forth below and extend all other unamended terms of said Agreement.
NOW THEREFORE, the members agree to amend the 1999 Amended
Agreement as follows:
AGREEMENT
1. Article IV, Sections 3.8.. C. and E. are amended to read as follows:
"B. Cash Contract Cities
As part of its annual budget process, the Authority shall
determine the amounts owing from cash contract Cities.
r....... *asr rain
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eperatie amount shall be referred to as the "Service Charae " It shall consist
solely of the annual cost for operational services (i.e., General Fund costs) consistent
with the cost calculation methodology in place on the Effective Date of the Authority, or
the .date they tieGame membeFssuch later date as a cash contract City became a
member, and will include the annual percentage change in the cost of fire system
operations. This amount shall be subject to the cap set forth in 3.E. below. The Service
Charge shall not include any of the following: (11 the amortized installments of the 2010
Shortfall set forth and defined in Article IV Section 3.B.: (2) facilities maintenance costs,
s defined in Article VI Section 1 C : (3) vehicle replacement costs, as defined in Article'
VI Section 1 D 7 and (4) the Five -Year Shortfall in excess of seven and one half percent
7.5%) owed by any City as set forth in Article IV, Section 3.F, only in the first year that
such payment is owed. Notwithstanding the foregoing, the cost calculation
methodology shall include the cost of any proportional share of any long term debt
repayment obligations. Cash contract Cities shall be billed quarterly and in arrears for
services after services have been performed and such amounts are due and payable
within thirty (30) days from receipt of a billing therefor.
Additionally and irrespective of the cap set forth in Article IV, Section 3.E.:
each cash contract City shall pay the "2010 Shortfall." The "2010 Shortfall' is the
difference between the actual Authority cost of operational services to the respective
cash contract Citv for fiscal vear 2009/2010 and the capped cost of those services.
Beginning July 1. 2010, each cash contract City shall pay its 2010 Shortfall by means of
50542].2
equal quarterly payments that will be amortized over the period of July 1. 2010 to June
30 2 20.
C. Participation In Maintenance and Replacement Programs. In
addition to the cost calculation methodology set forth in Section B. above, and subject
teirrespective of the cap set forth in E. below, cash contract Cities shall pay (i1) the cost
of participation in the Authority's facilities maintenance program as set forth in Article
VI., Section 1. C., and (42) the cost of participation in the Authority's vehicle
replacement / depreciation program as set forth in Article VI., SeGtian 1. D.,
set feFth OR M;sle V;-oestmen 1. Section 1 D.
E. Cap on Annual Adjustments. Except for the costs excluded from
the Service Charge as set forth in Article IV Section 3.13and the costs set forth in
Article IV, Section 3.1-1. below-and-iR Article VI-, Section 1. B., no annual cost adjustment
to the Service Charge shall exceed(3.5%) on fiSGal yeaFs 2000-
2901
0
) feF the next five fiSGal yeaFs, of the total.
shall be Fnade as fellews�:four and one half percent (4 5%) of the annual cost for
o erational services provided to the City for the preceding year. In any year in which
the actual cost increase for operational services exceeds four and one half percent
4
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(4.5%).
the excess amount
shall
be recorded (i.e., banked) and paid in a subseguen
confirm the amount of the Five -Year Shortfall if any, and
to determine whether that
014/2015, and every five years thereafter,
year in
which the Service
Charge
cost adiustment is less than the four and one half
reviewina the data which has been
Authority cost for operational
services for
that fiscal year
percent
(4.5%) cap.
If only a portion of this excess amount can be paid in one year
-Year Shortfall. the Authority reserves
Service Charae for each cash
while remainina
under
the four
and one half percent (4.5%) cap for that year, the
amounts shall be referred to as
remainder
shall be carried
over from
year to year until it is paid in its entirety.
2. Article IV, Sections 3.E.(1) and (2) are deleted.
3. Article IV Section 3. F. shall be replaced with the following:
"F Modifications to
the Service
Charge
Beginning with fiscal year
confirm the amount of the Five -Year Shortfall if any, and
to determine whether that
014/2015, and every five years thereafter,
data will be
compiled to review the actual
triaaer an adjustment of the Service Charae. If, after
reviewina the data which has been
Authority cost for operational
services for
that fiscal year
compared to the capped
or
the data used to calculate the amount of the Five
-Year Shortfall. the Authority reserves
Service Charae for each cash
contract City for
that year.
The difference between these
amounts shall be referred to as
the "Five -Year Shortfall."
The data will be reviewed and analvzed iointiv by the Citv Manaaers'
Technical Advisory Committee and City Manaaers'
Budget
& Finance Committee
to
confirm the amount of the Five -Year Shortfall if any, and
to determine whether that
amount has exceeded the percentage thresholds
set forth
below which would in turn
triaaer an adjustment of the Service Charae. If, after
reviewina the data which has been
compiled, the joint Committees and the Authority
cannot agree
on the calculations
or
the data used to calculate the amount of the Five
-Year Shortfall. the Authority reserves
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5454?72
the right to retain an independent auditor to review the calculations and data The
independent auditor's results as to the calculated amount of the Five -Year Shortfall shall
be final and binding.
Modifications to the Service Charge, if any. shall be as follows. If the Five -
Year Shortfall is less than seven and one half percent (7.5%) of the actual annual
Authority costs. for a cash contract City, no additional amounts shall be owed by the
Citv. If anv Five -Year Shortfall exceeds seven and one half percent (7.5%), a cash
ntract City shall pay for the portion of the shortfall necessary to reduce the shortfall
below seven and one half percent (7.5%). If the Five -Year Shortfall is between seven
and one half percent (7.5%) and fifteen percent (15%). the amount shall be paid in its
entirety in the following fiscal year. If the Five -Year Shortfall is more than fifteen percent
5%l, that amount shall be paid through equal amortized installments over the
subsequent five year period. Payment of the Five -Year Shortfall in excess of seven and
one half percent (7.5%)shall be excluded from the Service Charge only in the first year
in which such payment is owed. The calculated Five -Year Shortfall amount paid shall
be added to the Service Charge in the subsequent years."
4. Article IV, Section 4.D. shall be added to read as follows:
"D. Notwithstandina the foreaoina. 50 percent of any unencumbered
funds. as determined by the annual audited financial statements, shall be allocated to
the Structural Fire Fund Entitlement Fund at every ten year interval beginning with fiscal
year 2010/2011 unless it is determined by unanimous vote of the Directors
545427.2
• 1•
representing
structural
fire fund members
that a fiscal hardship would
thereby result
Those monies shall be distributed in
a manner consistent with the
methodoloaies
criteria and purposes
described in this
Section 4.A. through 4.C. above.
In the event of
a finding of
fiscal
hardship. the 50
percent allocation shall be made during the
subsequent
fiscal
year unless another finding of fiscal hardship is
determined as
described above."
5. Article VI Section 1.C. is amended to read as follows:
"C. Maintenance and Repairs. Each cash contract City shall
make an initial payment to the Authority of $15,000 for each fire station within its
jurisdiction for maintenance and repairs
rrethedology. The Authority shall carry forward unspent amounts to the next fiscal year.
At the beginning of eae#the fiscal year, said cities shall pay the Authority an amount
sufficient to bring its balance back to $15,000 for eaE;h such station (referred to below as
the "Station's $15,000 Maintenance Account" ).
procedure:
(1) Funds shall be expended in accordance with the following
(a) Minor maintenance or repairs costing less than
1 000 are funded through the cash contract City's base Service Charge and, therefore.
shall be paid by the Authority out of its General Fund. These repairs will not be charged
to the Station's $15,000 Maintenance Account
(b) Maintenance repair, alteration or improvement
projects areater than $1.000 but less than the remaining balance in the Station's
$15,000 Maintenance Account shall be paid from the Station's Maintenance Account
(c) Maintenance, repair, alteration, or improvement
projects exceeding the remaining balance in the Station's $15.000 Maintenance
Account are considered capital improvements and additional funding that is necessary
to pay for such improvements shall be the responsibility of the Citv
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(2) At its discretion, a cash contract City with multiple fire
stations may allocate all or a portion of the balance of one Station's $15.000
Maintenance Account to another station within the City provided the balance of each
station be restored to $15.000 at the beginning of the following fiscal year."
6. Article Vll, Sections I.A. and 8 are amended to read as follows:
"A. 44W -Term. Cities shall be members of the Authority for an initial
4$aD-year term commencing July 1. 2010 . For Structural Fire Fund cities, the initial
4020 -year term shall begin on July 1, 20902010 and end on June 30, 2010.2030. Fora
cash contract City, the first 4020 -year term shall begin on July 1, 209,2010. only upon
the consent of such city. Cash contract Cities that do not give such approval by duly -1,
200oJune 30. 2010 shall give notice of withdrawal to the Clerk of the Authority by July 1,
200,June 30 2010, to be effective July 1, 2001.2010. Failure to provide such notice
shall be deemed that sityQft's consent to a 4 -020 -year term, beginning July 1,
2009 2_Q10 subject to the ability to withdraw after the first ten years as set forth in
Section B. below.
B. Subsequent Terms. Membership terms shall automatically renew,
on the same terms and conditions as the prior term, and with the same cap in effect in
the last year of the prior term, except under the following circumstances:
(1) Any city may give notice of withdrawal by transmitting written
notice of such withdrawal to the clerk of the Authority prior to July 1 of the second to last
year of any ter+every ten-year interval of a twenty-year term (e.a.. for the first ten-year
interval notice must be given by July 1 2018 to withdraw by June 30 20201.
8
54543]2
7. Article Vll, Section 1.F. shall be added to read as follows:
T. Neaotiation of Terms Upon Notice of Withdrawal. Upon providing notice
of withdrawal _cash contract Citv may neaotiate with the Authoritv reaardin
Modifications to its payment obligation. If the City and the Authority are unable to reach
areement reaarding modified payment terms the balance of any shortfall that may
Dave accumulated during a City's ten-year period of membership shall be paid upon
withdrawal."
8. Article Vll, Section 3 is amended to read as follows:
"3. Withdrawal of County. County shall be a member of the Authority
for a term of twenty years beginning on July 1, 25092010 and
end+igcontinuina to June 30, 284&2030. Said term shall automatically renew for
successive terms in accordance with and subject to the same provisions and exceptions
applicable to ciiiesCities in Section 1. B. and C. In the event of withdrawal, the County
shall remain liable for payment of the Structural Fire Fund's proportional share of any
bonded indebtedness of the Authority incurred prior to the date of its withdrawal."
9. All terms and conditions contained in this Amendment are incorporated by
this reference into the Agreement. This Amendment modifies the Agreement only as
expressly set forth above. This Amendment does not modify alter, or amend the
Agreement in any other way whatsoever.
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TABLE OF CONTENTS
Page No.
RECITALS.......................................................................................................................1
AGREEMENT.................................................................................................................. 3
ARTICLE I. POWERS AND PURPOSES.......................................................................3
1. Authority Created..............................................................................................3
2. Purpose of the Agreement; Common Power to be Exercised ........................... 3
3. Effective Date of Formation.............................................................................. 3
4. Powers..............................................................................................................4
ARTICLE It. ORGANIZATION.......................................................................................7
1. Membership......................................................................................................7
2. Designation of Directors....................................................................................7
7. Officers.............................................................................................................9
8. Minutes...........................................................................................................10
9. Rules...............................................................................................................10
10. Fiscal Year....................................................................................................10
11. Assent of Members.......................................................................................10
12. Committees...................................................................................................11
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13. Additional Officers and Employees; Contract Services.................................11
ARTICLE III. TRANSFER OF FIRE OPERATIONS.....................................................12
1. List of Assets and Liabilities............................................................................12
2. Transfer of County Assets and Liabilities........................................................12
A. Personnel............................................................................................13
B. Assets.................................................................................................13
C. Reserves............................................................................................14
D. Contracts............................................................................................14
E. Records..............................................................................................15
3. Authority Assumption of Liability.....................................................................15
ARTICLE IV. FUNDING OF FIRE OPERATIONS........................................................16
1. General Budget...............................................................................................16
2. Expenditures for the Approved Budget...........................................................17
3. Contributions for Budgeted Amounts..............................................................17
A. Structural Fire Fund............................................................................17
B. Cash Contract Cities...........................................................................17
C. Participation In Maintenance and Replacement Programs.................18
D. Responsibility For Capital Improvements...........................................18
E. Cap on Annual Adjustments...............................................................18
F. Cost Basis For Next year's Adjustment...............................................21
G. Expiration of Cap................................................................................21
H. New Resources To Cash Contract Cities...........................................21
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I. John Wayne Airport ..............................................................................21
J. Termination.........................................................................................21
4.
Equity..............................................................................................................22
5.
Approval of Bonded Indebtedness..................................................................24
6.
Authority Cooperation.....................................................................................24
ARTICLE V. ACCOUNTING AND AUDITS.................................................................25
1.
Accounting Procedures...................................................................................25
2.
Audit................................................................................................................25
ARTICLE VI. PROPERTY RIGHTS.............................................................................25
1.
Vehicles, Equipment, Facilities and Property..................................................25
A. Ownership...........................................................................................
25
B. Capital Improvements.........................................................................26
C. Maintenance and Repairs...................................................................26
D. Equipment and Vehicle Replacement/Depreciation Programs ...........
26
2.
Disposition of Assets Upon Termination.........................................................27
3.
Liabilities.........................................................................................................27
4.
Indemnification and Insurance........................................................................27
ARTICLE VII. WITHDRAWAL AND ADDITION OF MEMBERS.................................30
1.
City Member Withdrawal.................................................................................30
A. Initial Term..........................................................................................
30
B. Subsequent Terms.............................................................................31
C. Removal From Board After Notice of Withdrawal...............................32
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D. Rescission of Notice...........................................................................32
E. Property Tax Transfer Negotiations....................................................33
2. Addition of New City Members........................................................................33
3. Withdrawal of County......................................................................................33
4. Property of Withdrawing Members..................................................................34
ARTICLE VIII. TRANSITION TO AUTHORITY............................................................34
ARTICLE IX. NOTICE OF AGREEMENT....................................................................34
1. Initial Notice.................................................................................................... 34
2. Additional Notices...........................................................................................35
3. Notice to Members.......................................................................................... 35
4. Amendment.....................................................................................................35
5. Headings.........................................................................................................35
6. Severability.....................................................................................................36
7. No Continuing Waiver.....................................................................................36
8. Successors.....................................................................................................36
9. No Third Party Beneficiary ..............................................................................36
SIGNATURE PAGES....................................................................................................37
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AMENDED ORANGE COUNTY FIRE AUTHORITY
JOINT POWERS AGREEMENT
This amended Agreement is made this day of
1999 by and between the following public entities (collectively, the "members"), BUENA
PARK, CYPRESS, DANA POINT, IRVINE, LAGUNA HILLS, LAGUNA NIGUEL, LAKE
FOREST, LA PALMA, LOS ALAMITOS, MISSION VIEJO, PLACENTIA, SAN
CLEMENTE, SAN JUAN CAPISTRANO, SEAL BEACH, STANTON, TUSTIN, VILLA
PARK, WESTMINSTER AND YORBA LINDA (collectively, the "Cities") and the
COUNTY OF ORANGE (the "County").
RECITALS
A. County operates the Orange County Fire Department (the "Fire
Department'), which presently provides fire protection, prevention and suppression
services and related and incidental services to Cities, as well as to the unincorporated
area of the County and State areas of responsibility ("SRA").
B. County agrees that Cities require additional policy input into and direction
over the costs of such services and use of structural fire fund taxes levied therefor.
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C. Cities and County have studied and discussed policy input and cost
control for over three years and have determined that creation of a joint power entity to
administer fire service operations and delivery serves their needs for policy input and
cost control.
D. Each member is a public agency as defined by Government Code Section
6500 et seq. and is authorized and empowered to contract for the joint exercise of
powers common to each member.
E. The members now wish to jointly exercise their powers to provide for
mutual fire protection, prevention and suppression services and related and incidental
services, including but not limited to, creation, development, ownership and operation of
programs, facilities, and funds therefor through the establishment of the "Orange County
Fire Authority" (the "Authority").
NOW, THEREFORE, in consideration of the mutual promises set out, the parties
agree as follows:
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AGREEMENT
ARTICLE I.
POWERS AND PURPOSES
1. Authority Created. The Authority is formed by this Agreement pursuant
to the provisions of Article 1, Chapter 5, Division 7, Title I (commencing with Section
6500) of the Government Code of the State of California. The Authority shall be a public
entity separate from the parties hereto and its debts, liabilities and obligations shall not
be the debts, liabilities and obligations of its members.
2. Purpose of the Agreement; Common Powers to be Exercised. Each
member individually has the statutory ability to provide fire suppression, protection,
prevention and related and incidental services including but not limited to emergency
medical and transport services, and hazardous materials regulation, as well as
providing facilities and personnel for such services. The purpose of this Agreement is to
jointly exercise the foregoing common powers in the manner set forth herein.
3. Effective Date of Formation. The Authority shall be formed as of
February 3, 1995, or such later date as agreed to in writing by all the members (the
"Effective Date"), provided that the Authority has met the insurance requirements set
forth in Article VI., Section 4. D. below and has become enrolled as a member in the
Orange County Employees Retirement System (OCERS).
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4. Powers. Pursuant to and to the extent required by Government Code
Section 6509, the Authority shall be restricted in the exercises of its powers in the same
manner as is a general law city. The Authority shall have the power to do any of the
following in its own name:
A. To exercise the common powers of its members in providing fire
suppression, protection, prevention and related and incidental
services.
B. To make and enter into contracts, including contracts with its
members; notwithstanding, the Authority may not enter into real
property development agreements.
C. To assume Fire Department contracts relating to fire suppression,
protection, prevention and related and incidental services.
D. To determine compensation and working conditions and negotiate
contracts with employees and employee organizations.
E. To employ such agents, employees and other persons as it deems
necessary to accomplish its purpose.
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F. To lease, acquire, hold and dispose of property.
G. To invest surplus funds.
H. To incur debts, liabilities, or obligations, provided that all long term
bonded indebtedness, certificates of participation or other long-term
debt financing require the prior consent of the members as set out
in Article IV. hereof.
I. To sue and be sued in its own name.
J. To apply for grants, loans, or other assistance from persons, firms,
corporations, or governmental entities.
K. To use any and all financing mechanisms available to the Authority,
subject to the provisions of Article IV. hereof.
L. To prepare and support legislation related to the purposes of the
Agreement.
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M. To lease, acquire, construct, operate, maintain, repair and manage
new or existing facilities as well as to close or discontinue the use
of such facilities.
N. To levy and collect payments and fees for services, provided that
paramedic or ambulance user fees shall be approved by the
member(s) affected.
O. To impose new special taxes or assessments as authorized by law
to the extent allowed by law, and in coordination with the underlying
jurisdiction.
P. To provide related services as authorized by law.
Q. To contract for the services of attorneys, consultants and other
services as needed.
R. To purchase insurance or to self -insure and to contract for risk
management services.
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S. To adopt rules, regulations, policies, bylaws and procedures
governing the operation of the Authority.
T. To determine the compensation of Directors.
ARTICLE II.
ORGANIZATION
1. Membership. The members of the Authority shall be the original parties
hereto which have not withdrawn from the Authority, and such other cities as may join
the Authority after execution of this Agreement. New members may join on the terms
and conditions set out in Article VII. hereof.
2. Designation of Directors. Each member by resolution of its governing
body shall designate and appoint one representative to act as its Director on the
Authority Board of Directors (the "Board"), except the County whose Board of
Supervisors shall appoint two representatives to act as its Directors. Each
representative shall be a current elected member of the governing body. Each Director
shall hold office until the selection of a successor by the appointing body. Each
member shall also appoint an alternate to act in each Director's absence. Each
alternate shall be a current elected representative of the governing board of the
member. Each Director and alternate shall serve at the pleasure of his or her
appointing body and may be removed at any time, with or without cause, at the sole
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discretion of that appointing body. Any vacancy shall be filled in the same manner as
the original appointment of a Director and/or alternate. With approval of the Board, a
Director or alternate may be reimbursed for reasonable expenses incurred in the
conduct of the business of the Authority.
3. Principal Office. The principal office of the Authority shall be the Fire
Department's Water Street headquarters or as may be otherwise designated by the
Authority from time to time.
4. Meetings.
A. The first and organizational meeting of the Authority shall be held at
its principal office on the Effective Date. At that meeting, the Board may determine
whether to adopt a rotation system of two (2) and four (4) year terms to provide for
increased continuity on the Board and shall classify themselves into any groups
selected.
B. The Board shall meet at the principal office of the Authority or at
such other place as may be designated by the Board. The time and place of the regular
meetings of the Board shall be determined by resolution adopted by the Board, and a
copy of such resolution shall be furnished to each party hereto. All Board meetings,
including regular, adjourned and special meetings, shall be called, noticed and held in
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accordance with the Ralph M. Brown Act, Section 54950, et seq. of the Government
Code (the "Brown Act") as it may be amended from time to time.
5. Quorum; Voting. A majority of the Directors shall constitute a quorum for
the purpose of the transaction of business relating to the Authority. Each Director, or
alternate in the absence of any voting Director, shall be entitled to one vote. Unless
otherwise provided herein, a vote of the majority of those present and qualified to vote
shall be sufficient for the adoption of any motion, resolution or order and to take any
other action deemed appropriate to carry forward the objectives of the Authority.
6. Executive Committee. The Board shall select from among its members
an Executive Committee, one member of which shall be a County Supervisor, and shall
designate the functions to be performed by the Executive Committee, as allowed by
law.
7. Officers. The Board shall elect from among its members a chair and
vice -chair and thereafter at the first meeting in each fiscal year the Board shall elect or
re-elect a chair and vice -chair. In the event that the chair or vice -chair ceases to be a
Director, the resulting vacancy shall be filled in the same manner at the next regular
meeting of the Board held after such vacancy occurs. In the absence or inability of the
chair to act, the vice -chair shall act as chair. The chair, or in his or her absence the
vice -chair, shall preside at and conduct all meetings of the Board. In the absence of the
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11
chair and vice -chair, the Board shall elect a chair pro tempore to preside at and conduct
the meeting. The Board shall also appoint a clerk of the Authority.
8. Minutes. The clerk of the Authority shall provide notice of, prepare and
post agendas for and keep minutes of regular, adjourned regular, and special meetings
of the Board, and shall cause a copy of the minutes to be forwarded to each Director.
The clerk will otherwise perform the duties necessary to ensure compliance with the
Brown Act and other applicable rules or regulations.
9. Rules. The Board may adopt from time to time such bylaws, rules and
regulations for the conduct of its affairs that are not in conflict with this Agreement, as it
may deem necessary.
10. Fiscal Year. The Authority's fiscal year shall be July I of each year, or in
the year of its formation, the Effective Date, to and including the following June 30.
11. Assent of Members. The assent or approval of a member in any matter
requiring the approval of the governing body of the member shall be evidenced by a
copy of the resolution of the governing body filed with the Authority.
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12. Committees. The Board may establish standing or ad hoc committees or
subcommittees composed of Board members, staff and/or the public to make
recommendations on specific matters.
13. Additional Officers and Employees; Contract Services.
A. Pursuant to Government Code Sections 6505.5 and 6505.6, the
Board shall appoint an officer or employee of the Authority, an officer or employee of a
member public agency or a certified public accountant to hold the offices of treasurer
and auditor for the Authority. Such person or persons shall possess the powers of and
shall perform the treasurer and auditor functions for the Authority required by
Government Code Sections 6505, 6505.5, and 6505.6, including any subsequent
amendments thereto. Pursuant to Government Code Section 6505.1, the clerk of the
Authority and the auditor and treasurer shall have charge of certain property of the
Authority. The treasurer and auditor shall assure that there shall be strict accountability
of all funds and reporting of all receipts and disbursements of the Authority. The
treasurer, auditor and clerk of the Authority shall be required to file an official bond with
the Board in an amount which shall be established by the Board. Should the existing
bond or bonds of any such officer be extended to cover the obligations provided herein,
said bond shall be the official bond required herein. The premiums on any such bonds
attributable to the coverage required herein shall be appropriate expenses of the
Authority.
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B. The Board shall appoint general counsel and special counsel to the
Authority to serve as necessary.
C. The Board may contract with a member to provide necessary
administrative services to the Authority as appropriate. Any administrative duties also
may rotate from year to year.
ARTICLE III.
TRANSFER OF FIRE OPERATIONS
1. List of Assets and Liabilities. An up-to-date list of all Fire Department
personnel, employment agreements, pension agreements, assets (including but not
limited to real property, equipment, Fire Department reserves, contracts and deposits)
and all known liabilities (including but not limited to tort and workers' compensation
cases and claims) shall be prepared by the transition team during the transition referred
to in Article VIII. below.
2. Transfer of County Assets and Liabilities. Effective as of the date of
Authority formation, County shall transfer to the Authority all assets and liabilities of the
Fire Department, exclusive of the Weed Abatement and Hazardous Materials Program
Office and their personnel (the Asset Transfer), as further set out in this Article.
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A. Personnel. The parties agree that the Authority is the successor
employer to the County by operation of law, including for retirement and pension
purposes. On the Effective Date, each and every employee of the Fire Department shall
become an employee of the Authority on exactly the same terms and conditions as set
forth in the County's existing Memoranda of Understanding ("MOU's"), employment
agreements and all other applicable employment rules, regulations, ordinances and
resolutions. The Board shall forthwith adopt and ratify such MOU's, employment
agreements, and employment rules, regulations, ordinances and resolutions for each of
the Authority employees and shall take such other and further actions as authorized and
necessary to implement this subparagraph A. The Board also shall take all necessary
steps to confirm continuation of membership in the County's 1937 Act Retirement
system on the same terms and conditions.
B. Assets. All Fire Department assets, including and not limited to real
property, including the Fire Headquarters complex located at 180 South Water Street in
Orange (but excepting the four deactivated fire stations located at 1502 South
Greenville Street, Santa Ana; 12962 Dale Street, Garden Grove; 521 North Figueroa
Street, Santa Ana; and 31411 La Matanza Street, San Juan Capistrano) and personal
property and equipment and apparatus, whether or not located at fire stations, the Fire
Headquarters complex, on equipment or otherwise shall transfer to the Authority in their
.,as is" condition as of the Effective Date. As part of the consideration for the County's
Asset Transfer and contribution to the Authority of its SFF from the unincorporated area,
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the Authority shall assume the Fire Department's obligation for payment of $14.5 million
to the County for purchase of Fire Department assets. The parties acknowledge that
$8.2 million remains owing, and that the Authority shall make a $4.1 million payment by
June 30, 1995 and a $4.1 million payment by June 30, 1996.
C. Reserves. All Fire Department reserves, including the Fire
Department's Fund 130 contingency, as shown in the County's 1994-95 Final Budget,
shall transfer, unencumbered, to the Authority as of the Effective Date.
D. Contracts. Except for the SRA agreement with the California
Department of Forestry and Fire Protection ("CDF"), all existing County agreements and
contracts involving the Fire Department or its personnel, including but not limited to
contracts with Structural Fire Fund and cash contract Cities, mutual aid agreements,
automatic aid agreements, County _island agreements, and entry, access and roadwork
agreements, shall be assigned to the Authority as of the Effective Date, with any service
or obligation to be provided or performed thereafter by the Authority. A list of all such
contracts shall be developed during the transition period. The Authority agrees to
assume all of County's obligations, duties and liabilities under said agreements and
contracts. With respect to contracts between County and the Structural Fire Fund Cities
and cash contract Cities, each City member hereby agrees to the assignment to the
Authority and agrees to release County as of the Effective Date from any further
obligations to any City member under said contracts upon assignment. As part of the
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consideration for the County's Asset Transfer and contribution to the Authority of its SFF
from the unincorporated area, the Authority agrees to subcontract with County for the
provision of services to all areas within the County which have been designated as
SRAs or enter into another arrangement on such terms as are acceptable to the CDF
and the County. As additional consideration for the County's Asset Transfer and
contribution of its SFF from the unincorporated area, the Authority further agrees to
contract with the County for the Authority's provision of services to the County's
unincorporated areas and for the Authority's provision of aircraft rescue fire fighting
service to John Wayne Airport.
E. Records. Any and all business records and files, whether computer
records, hard copy, microfilm or fiche, historical data, rosters, personnel records,
organizational charts, job descriptions, deeds, easements, equipment logs, warranties,
manuals and so forth, necessary or helpful to provide services shall be transferred by
the County to the Authority during the transition period.
3. Authority Assumption of Liability. In further consideration for the
County's Asset Transfer and contribution of its SFF from the unincorporated area, the
Authority shall assume responsibility for any and all loss, litigation, liability, injury,
damage, claim, demand, and tort or workers' compensation incidents that occur on or
after the Effective Date. The County shall retain responsibility and liability for any and all
such incidents that occur prior to the Effective Date and shall retain all risk management
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reserves that have been set aside for such prior incidents. The Authority may contract
with the County to receive risk management services on such terms as agreed to by the
Authority and the County. Notwithstanding, the Authority acknowledges that it shall not
be entitled to become a member of the County's self-insurance pool without the
County's written consent.
ARTICLE IV.
FUNDING OF FIRE OPERATIONS
1. General Budget. Within sixty (60) days after the first meeting of the
Board, a general budget for the first fiscal year shall be adopted by the vote of a
majority of all of the Directors. The initial budget and each succeeding budget shall
include, but not be limited to, the following: (a) the general administrative expenses,
operating expenses and necessary reserves of the Authority to be incurred during the
period covered by the budget; and (b) the allocation of costs among the members of the
Authority in the amounts necessary to cover the budget items set out in 1. (a) above.
Thereafter, at or prior to the last meeting of the Board for each fiscal year, a general
budget shall be adopted for the ensuing fiscal year or years by a vote of at least a
majority of all of the Directors of the Board. A written budget performance report shall be
presented to the Board.
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2. Expenditures for the Approved Budget. All expenditures within the
designations and limitations of the approved general budget shall be made on the
authorization of the Board for general budget expenditures without further action. No
expenditures in excess of those budgeted shall be made without the approval of a
majority of all of the Directors of the Board.
3. Contributions for Budgeted Amounts.
A. Structural Fire Fund. County receives Structural Fire Fund ("SFF")
from the unincorporated area and all member Cities except Stanton, Tustin, San
Clemente, Buena Park, Placentia, Westminster and Seal Beach. On behalf of the cities
receiving SFF, and the unincorporated area, County shall pay all SFF it receives to the
Authority to meet budget expenses and fund reserves in accordance with the County's
normal tax apportionment procedures pursuant to the California Revenue and Taxation
Code and the County's tax apportionment schedules.
B. Cash Contract Cities. As part of its annual budget process, the
Authority shall determine amounts owing from cash contract Cities. Such amounts are
due and payable within thirty (30) days of receipt of a billing therefor. Subject to the cap
set forth in 3. E. below, the Authority shall make an adjustment in annual costs for its
service to cash contract Cities to reflect the annual percentage change in the cost of fire
system operations consistent with the cost calculation methodology in place on the
Effective Date of the Authority, or the date they became members. Notwithstanding the
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foregoing, the cost calculation methodology shall include the cost of any proportional
share of any long term debt repayment obligations.
C. Participation In Maintenance and Replacement Programs. In
addition to the cost calculation methodology set forth in B. above, and subject to the cap
set forth in E. below, cash contract Cities shall pay (i) the cost of participation in the
Authority's facilities maintenance program as set forth in Article VI., Section 1. C., (ii) the
cost of participation in the Authority's vehicle replacement/depreciation program as set
forth in Article VI., Section 1. D., and (iii) the cost of participation in the Authority's
equipment replacement/depreciation program as set forth in Article VI., Section 1. D.
D. Responsibility For Capital Improvements. In addition to the cost
calculated in B. and C. above, and irrespective of the cap in E. below, cash contract
Cities shall be responsible for making Authority -required capital improvements to City -
owned stations or facilities, as set forth in Article VI., Section 1. B. A capital
improvement shall be any improvement or repair in excess of $15,000.
E. Cap on Annual Adjustments. Except for the costs set forth in H.
below and in Article VI., Section 1. B., no annual cost adjustment shall exceed three and
a half percent (3.5%) in fiscal years 2000-2001 through 2004-2005, and four percent
(4%) for the next five fiscal years, of the total charges for the preceding year. The
determination of each city's annual adjustments shall be made as follows:
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(1) For Placentia Seal Beach, Stanton and Tustin:
(a.) The prior year's charge shall be adjusted by an
amount which represents the percentage change in the cost of fire system operations
as set forth in 3. B. above.
(b.) Any difference between that amount and the amount
of increase allowable under the applicable cap shall then be applied to the City's
financial obligation under the Authority's facilities maintenance program.
(c.) Any difference between the sum of those two
amounts and the amount allowable under the applicable cap shall next be applied to the
City's financial obligation under the Authority's equipment replacement/depreciation
program.
(d) Any difference between the sum of those three
amounts and the amount of increase allowable under the applicable cap shall then be
applied to the City's financial obligation under the Authority's vehicle
replacement/depreciation program.
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(2) For Buena Park, San Clemente and Westminster:
(a.) The prior year's charge, exclusive of vehicle
replacement/depreciation costs, shall be adjusted by an amount which represents the
percentage change in the cost of fire system operations as set forth in 3. B. above.
(b.) Any difference between that amount and the amount
of increase allowable under the applicable cap shall then be applied to the City's
financial obligation under the Authority's facilities maintenance program.
(c.) Any difference between the sum of those two
amounts and the amount allowable under the applicable cap shall next be applied to the
City's financial obligation under the Authority's equipment replacement/depreciation
program.
(d.) Effective July 1, 2000, said cities shall continue to
participate in the Authority's vehicle replacement/depreciation program on the terms and
conditions in
effect June
30,
2000;
provided however, that the
amount
of any
subsequent
adjustment
to
an
immediately preceding
year's
vehicle
replacement/depreciation charge, when added to the adjustments set forth in a., b. and
c. above, shall not exceed the applicable cap on the total charges for the preceding
year.
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F. Cost Basis For Next Year's Adjustment. The total annual
adjustment, with the applicable cap set forth herein, shall constitute the basis for next
year's annual adjustment.
G. Expiration of Cap. Notwithstanding any other provision of this
Agreement, the Board of Directors, by two-thirds vote of all Directors, may adopt a new
cost calculation methodology and/or a new cap for cash contract Cities, and/or a
different membership term for all members, pursuant to Article VII., Section 1. B., to be
operative July 1, of the first year of the next succeeding term. Any such changes must
be adopted by board action no later than July 1, of the last year of the then current term.
H. New Resources To Cash Contract Cities. Notwithstanding the
foregoing provisions, whenever new resources are committed to a cash contract City,
the member shall pay the incremental company cost for such resources. The additional
resources and increased cost shall not be implemented without consent of the member.
John Wayne Airport. Service levels and charges therefore for
aircraft rescue firefighting services to John Wayne Airport shall be agreed upon by the
Authority and the member having fire service jurisdiction.
J. Termination. Failure by any member to make payments when due
constitutes grounds for expulsion from the Authority. Prior to expulsion, the Authority
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shall provide written notice of its intention to expel such member if payment is not.
received within thirty (30) days of the date of such notice. Repeated failure to make
payments when due shall constitute grounds for expulsion and/or imposition of an
Authority -determined late fee. Alternatively, or in addition to the remedies set forth
herein, the Authority may bring legal action to collect unpaid amounts.
4, Equity. Annually after the conclusion of each fiscal year and consideration
of the audited financial statements for that year, and after consideration of the
Authority's financial needs, the Board of Directors in its sole discretion shall determine
whether sufficient unencumbered funds from that fiscal year are available for additional
services or resources to Structural Fire Fund members. In the event the Board
determines that (1) such funds are available, (2) a distribution is warranted, and (3) that
it is appropriate to do so, it shall allocate those funds, or any portion thereof, to a
restricted Structural Fire Fund Entitlement fund, as follows:
A. The Authority shall use the general methodology employed in
Model 2A of the 1999 Final Report by the Davis Group regarding
"Equity Issues Related to the Financing of OCFA Services" to
determine the relative status of Structural Fire Fund members as
follows: A base period comparison for each member of cost to
serve, on the one hand, and Structural Fire Fund contributions and
cash contract charges, on the other, will be established, taking into
account, the three-year average of consumption, population and
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assessed valuation for the immediately preceding three fiscal
years. Upon a two-thirds vote of all Directors representing
Structural Fire Fund members, a different methodology may be
used to determine the relative status of Structural Fire Fund
members.
B. The above-mentioned base period status of Structural Fire Fund
members shall be compared to all members, without regard to the
10% variance factor in the Davis study.
C. Those Structural Fire Fund members whose Structural Fire Fund
revenues were greater than the cost to serve, based on the base
period comparison in A. above, shall receive a pro rata allocation
from the Entitlement fund, based on the relative amounts by which,
respectively, those Structural Fire Fund revenues exceeded said
cost to serve. In no event shall a Structural Fire Fund member
receive allocations that exceed the average amount by which such
revenues exceeded said cost to serve during the applicable base
period.
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Allocations from the Entitlement fund may thereafter be used for Board -approved
and Authority -related service or resource enhancements to such Structural Fire Fund
members.
No Structural Fire Fund member will be required to make additional payments for
service on account of equity. No Structural Fire Fund member will be entitled to receive
cash payments or reimbursements on account of equity.
5. Approval of Bonded Indebtedness. By a two-thirds vote of all members,
the Authority may authorize the issuance of any long term bonded indebtedness. Any
cash contract City that withdraws pursuant to Article VII. shall, after ceasing to be a
member of the Authority, not be responsible for payment of its proportional share of any
bonded indebtedness approved by the Authority. Short-term tax anticipation notes with
a one-year (or shorter) term may be authorized by a majority vote of all of the directors
of the Board.
6. Authority Cooperation. The Authority agrees to fully cooperate with
each of the members in pursuing federal and state claims for emergency response
reimbursements.
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ARTICLE V.
ACCOUNTING AND AUDITS
0
1. Accounting Procedures. Full books and accounts shall be maintained
for the Authority in accordance with practices established by, or consistent with, those
utilized by the Controller of the State of California for like public entities. In particular,
the Authority's auditor and treasurer shall comply strictly with requirements governing
joint powers agencies, Article 1, Chapter 5, Division 7, Title 1 of the Government Code
of the State of California (commencing with Section 6500).
2. Audit. The records and accounts of the Authority shall be audited
annually by an independent certified public accountant and copies of the audited
financial reports, with the opinion of the independent certified public accountant, shall be
filed with the County Auditor, the State Controller and each member within six (6)
months of the end of the fiscal year under examination.
ARTICLE VI.
PROPERTY RIGHTS
1. Vehicles, Equipment. Facilities and Property.
A. Ownership. Except as provided herein, all real and personal
property, including but not limited to, facilities constructed, installed, acquired or leased
by the Authority, apparatus and equipment, personnel and other records and any and all
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reserve funds shall be held in the name of the Authority for the benefit of the members
of the Authority in accordance with the terms of this Agreement. Fire stations that are
owned by Cities shall be leased to the Authority for one dollar ($1.00) per annum.
B. Capital Improvements. Capital improvements to cash contract city -
owned stations or facilities, within their jurisdictions, shall be the responsibility of each
member. Such capital improvements may be required by the Authority upon a
determination by the Authority, after good faith consultation with a member agency, that
such improvements are needed to protect the health, safety or welfare of Authority
employees or to maintain the station in a state of operational readiness. Capital
improvements to stations owned by the Authority shall be the responsibility of the
Authority. For cash contract Cities, the construction of new stations or facilities, within
and primarily benefiting their jurisdictions, shall be the responsibility of each city. Such
construction shall meet reasonable standards and specifications prescribed by the Fire
Chief.
C. Maintenance and Repairs. Each cash contract City shall make an
initial payment to the Authority of $15,000 for each fire station within its jurisdiction for
maintenance and repairs not included in the original cost calculation methodology. The
Authority shall carry forward unspent amounts to the next fiscal year. At the beginning
of each fiscal year, said cities shall pay the Authority an amount sufficient to bring its
balance back to $15,000 for each such station.
D. Equipment and Vehicle Replacement/Depreciation Programs.
Cash contract Cities shall participate in funding the Authority's equipment and vehicle
replacement/depreciation programs. Such programs shall be administered fairly and
equitably by the Authority and in accordance with Generally Accepted Accounting
Principles.
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2. Disposition of Assets Upon Termination. The Authority may vote to
terminate this Agreement, or termination will occur if only one member is left in the
Authority. If termination occurs, all surplus money and property of the Authority shall be
conveyed or distributed to each member in proportion to all funds provided to the
Authority by that member or by the County on behalf of that member during its
membership, whether Structural Fire Fund or cash contract amounts. Each member
shall execute any instruments of conveyance necessary to effectuate such distribution
or transfer. In any such distribution, the amount of. Structural Fire Fund derived from
each incorporated or unincorporated city areas shall be considered as received from
that member in the same manner as cash contract payments have contributed to
surplus assets.
3. Liabilities. Except as otherwise provided herein, the debts, liabilities and
obligations of the Authority shall be the debts, liabilities or obligations of the Authority
alone and not of the parties of this Agreement.
4. Indemnification and Insurance.
A. Except as provided in Article VI., Section 4. E. below, from and
after the Effective Date, the Authority shall defend, indemnify and hold harmless the
County and each of the Cities and their officers, employees, agents and representatives
with respect to any loss, damage, injury, claim, demand, litigation or liability and all
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9 O
expenses and costs relating thereto (including attorneys' fees) arising out of or in any
way related to the performance of services pursuant to this Agreement.
B. Except as provided in Article VI., Section 4. E. below, from and
after the Effective Date, the Authority shall defend, indemnify and hold harmless the
County and each of the County's officers, employees, agents and representatives with
respect to any loss, damage, injury, claim, demand, litigation or liability and all expenses
and costs relating thereto (including attorneys' fees) arising out of or in any way related
to any Fire Department contract or agreement assumed by or otherwise transferred to
the Authority.
C. Except as provided in Article VI., Section 4. E. below, from and
after the Effective Date, the Authority shall defend, indemnify and hold harmless the
County and each of the County's officers, employees, agents and representatives with
respect to any loss, damage, injury, claim, demand, litigation or liability and all expenses
and costs relating thereto (including attorneys' fees) arising out of or in any way related
to any Fire Department asset to be transferred to the Authority, including but not limited
to real property, personal property, equipment and apparatus.
D. From and after the Effective Date, the Authority shall maintain
during the term of this Agreement, workers' compensation insurance as required by law
and, in addition, general comprehensive liability insurance in the minimum limit of
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$5,000,000 combined single limit per occurrence and annual aggregate. Each of the
Authority members shall be named as an additional insured on the general
comprehensive liability policy. Alternatively, the Authority may self -insure. Prior to the
Effective Date, the Authority shall provide the County with certificates of insurance or
proof of self-insurance evidencing the coverage referred to in this Section 4. D. Such
insurance is a condition precedent to performance under this Agreement, and until the
Authority obtains insurance as provided for in this Section 4. D., performance under this
Agreement is excused and no member shall have any right against any other member
in equity or law.
E. From and after the Effective Date, the County shall defend,
indemnify and hold harmless the Authority and each City member and their officers,
employees, agents and representatives with respect to any loss, damage, injury, claim,
demand, litigation or liability and all expenses and costs relating thereto (including
attorneys' fees) arising out of the Fire Department's actions or omissions prior to the
Effective Date hereof which are related to the provision of fire services or to the
administration of Fire Department contracts, facilities, sites or assets, and which may
include past, present or ongoing, or any future release of any hazardous material,
hazardous substance or hazardous waste as defined under state and federal law or
regulation. The Authority and the Cities agree that the County's obligations under this
Section 4. E. shall only apply to costs, losses, damage, injuries, claims, demands,
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litigation or liabilities for which a written claim has been received by the County prior to
February 3, 2000.
F. Notwithstanding Article VI., Section 4, the members agree that no
immunity available to the County or the Cities under state or federal law or regulation
shall be waived with respect to any third party claim.
ARTICLE VII.
WITHDRAWAL AND ADDITION OF MEMBERS
1. City Member Withdrawal.
A. Initial Term. Cities shall be members of the Authority for an initial
10 -year term. For Structural Fire Fund cities, the initial 10 -year term shall begin on July
1, 2000 and end on June 30, 2010. For a cash contract City, the first 10 -year term shall
begin on July 1, 2000, only upon the consent of such city. Cash contract Cities that do
not give such approval by July 1, 2000 shall give notice of withdrawal to the Clerk of the
Authority by July 1, 2000, to be effective July 1, 2001. Failure to provide such notice
shall be deemed that city's consent to a 10 -year term, beginning July 1, 2000.
Provided however, that the Cities of Stanton, Westminster and Buena
Park may withdraw from the Authority by giving notice of withdrawal to the Clerk of the
Authority by December 31, 2000, to be effective December 31, 2001. Failure to provide
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such notice shall be deemed that city's consent to a 10 -year term beginning July 1,
2000.
Notwithstanding the foregoing paragraph, those three cities shall give
notice of their respective intentions within thirty (30) days of completion of any study
undertaken to consider creation of any alternative fire service organization.
Notwithstanding Article IX., Section 4., this Agreement shall not be
amended prior to December 31, 2000.
No Authority time or funds shall be spent negotiating service levels with
those three cities prior to such city's decision to remain members of the Authority.
B. Subsequent Terms. Membership terms shall automatically renew,
on the same terms and conditions as the prior term, and with the same cap in effect in
the last year of the prior term, except under the following circumstances:
(1) Any city may give notice of withdrawal by transmitting written
notice of such withdrawal to the clerk of the Authority prior to July 1 of the second to last
year of any term.
(2) If the Board, by two-thirds vote of all Directors, adopts a new
cost calculation methodology and/or a new cap for cash contract Cities, pursuant to
Article IV., Section 3. G., then those cities shall have until June 30 of the last year of the
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then current term to give written notice to the clerk of the Authority of their intent to
renew.
(3) If the Board, by two-thirds vote of all Directors, adopts a
different minimum membership term pursuant to Article IV., Section 3. G., then cities
shall have until June 30 of the last year of the then current term to give written notice to
the clerk of the Authority of their intent to renew.
Cities that do not give the notice required by B. (2) and (3) above shall be
deemed to have elected to withdraw, effective June 30 of the first year of the next
succeeding term. Until the effective date of withdrawal, such cities shall be governed by
the changes adopted by the Board.
C. Removal From Board After Notice of Withdrawal. In the event a
notice of withdrawal is given by a city, or deemed to have been given, that city's
representative shall be removed from the Board of Directors.
D. Rescission of Notice. Any notices required hereunder may be
rescinded by the member with approval of the Board of Directors.
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E. Property Tax Transfer Negotiations. Withdrawal by a Structural
Fire Fund city may be subject to property tax transfer negotiations and such additional
notices as required by applicable law.
2. Addition of New City Members. Notwithstanding any other provisions
herein, a non-member City may join the Authority upon consent of a majority of all of the
Directors of the Board and agreement to terms and conditions determined by the Board,
which terms and conditions may vary from those set forth in this Agreement. A new City
member may be required to transfer to the Authority its fire facilities and assets or to
reimburse the Authority for a proportionate share of facilities which the new City will
utilize. As a condition of membership, a city may also be required to accept
responsibility for a proportion of the debts, obligations, and liabilities of the Authority
from its transferred facilities, to the extent agreed upon by the Authority and the new
member at the time of membership. The Authority Board may determine to waive all or
part of such contribution requirements in return for an offsetting transfer of the new
member's fire facilities and assets to the Authority.
3. Withdrawal of County. County shall be a member of the Authority for an
initial 10 -year term beginning on July 1, 2000 and ending June 30, 2010. Said term
shall automatically renew for successive terms in accordance with and subject to the
same provisions and exceptions applicable to cities in Section 1. B. and C. In the event
of withdrawal, the County shall remain liable for payment of the Structural Fire Fund's
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proportional share of any bonded indebtedness of the Authority incurred prior to the
date of its withdrawal.
4. Property of Withdrawing Members. Any withdrawing member may
negotiate with the Authority for return or repurchase of any and all stations and
equipment serving that member's jurisdiction.
►_1:719lei I=LTIIIA
TRANSITION TO AUTHORITY
The cities and County shall designate a transition team to implement the transfer
of assets and liabilities hereunder, to prepare for the Authority's organizational meeting,
and to direct the transition of administrative services from the County to the Authority.
ARTICLE IX.
NOTICE OF AGREEMENT
1. Initial Notice. Upon the Effective Date of this Agreement, the Authority
shall timely file with the Orange County Clerk and the Office of the Secretary of State
the information required by Government Code Sections 6503.5 and 53051.
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2. Additional Notices. Upon any amendments to this Agreement, the
Authority shall prepare and timely file with the Orange County Clerk and the Office of
the Secretary of State the information required by Government Code Sections 6503.5
and 53051.
3. Notice to Members. Notice to members shall be deemed given when
mailed to them, first class, postage prepaid, or faxed to the address/or fax number set
out by their signatures.
4. Amendment. This Agreement may not be amended or modified except by
a vote of two-thirds of all of the members; provided however, that no amendment shall
change the cap, the cost calculation methodology or the length of a term, during the
pendency of any term. This Agreement represents the sole and entire agreement
between the parties and supersedes all prior agreements, negotiations and discussions
between the parties hereto and/or their respective counsel with respect to the subject
matter of this Agreement.
5. Headings. The headings in this Agreement are for convenience only and
are not to be construed as modifying or explaining the language in the section referred
to.
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6. Severability. Should any part, term, or provision of this Agreement be
determined by a court to be illegal or unenforceable, the remaining portions or
provisions of this Agreement shall nevertheless be carried into effect.
7. No Continuing Waiver. No waiver of any term or condition of this
Agreement shall be considered a continuing waiver thereof.
8. Successors. This Agreement shall inure to the benefit of and be binding
upon any successors or assigns of the members. No member may assign any right or
obligation hereunder without the written consent of a majority of all of the Directors of
the Board.
9. No Third Party Beneficiary. The members agree that except as
provided in Article IX., Section 8 above, the provisions of this Agreement are not
intended to directly benefit, and shall not be enforceable by, any person or entity not a
party to this Agreement.
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•
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed and attested by their duly authorized officers as of the date first above written.
Dated:
SIGNED AND CERTIFIED THAT A COPY
OF THIS DOCUMENT HAS BEEN
DELIVERED TO THE CHAIRMAN OF THE
BOARD
Clerk of the Board of Supervisors
County of Orange, California
NOTICE TO COUNTY OF ORANGE TO BE
GIVEN TO:
JANICE M. MITTERMEIER
COUNTY EXECUTIVE OFFICER
10 Civic Center Plaza
SANTA ANA, CA 92702-4062
FAX: (714) 834-3018
APPROVED AS TO FORM:
LAURENCE M. WATSON,
COUNTY COUNSEL
In
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COUNTY OF ORANGE, a political
subdivision of the State of California
By:
Chairman of its Board of Supervisors
SAMPLE SIGNATURE PAGE
Note:
THIS AGREEMENT HAS
BEEN SIGNED BY ALL
MEMBER