Resolution Number 95-2-1-1RESOLUTION NO. 95-2-1-1
I
ORANGE COUNTY FIRE AUTHORITY - APPROVING JOINT POWERS
AGREEMENT AND APPOINTING REPRESENTATIVES
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO,
CALIFORNIA, APPROVING THE JOINT POWERS AGREEMENT CREATING THE
ORANGE COUNTY FIRE AUTHORITY AND DESIGNATING AND APPOINTING A
REPRESENTATIVE AND AN ALTERNATE TO THE BOARD OF DIRECTORS
WHEREAS, the City Council of the City of San Juan Capistrano has an agreement for fire
protection and suppression services with the Orange County Fire Department; and,
WHEREAS, the City Council, by way of Resolution No. 94-8-2-5, approved joining the
proposed joint powers authority made of the County and the cities receiving fire protection from the County; and,
WHEREAS, after over three years of negotiations, on December 6, 1994, the County Board
of Supervisors approved the Joint Powers Agreement creating the Orange County Fire Authority, attached and
incorporated as Exhibit A, subject to the execution of that Agreement by all member cities, including the City
of San Juan Capistrano; and,
WHEREAS, the cities have determined to proceed with the Authority as the Orange County
bankruptcy filing makes it even more important to protect restricted fire assets and to have control over costs.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San Juan
Capistrano as follows:
1. The City Council of the City of San Juan Capistrano approves the Joint Powers
Agreement creating the Orange County Fire Authority, attached and incorporated as Exhibit A.
2. The City Council appoints Council Member Wyatt Hart as its
representative on the Authority, with Council Member David Swerdlin as an Alternate.
PASSED, APPROVED, AND ADOPTED this 1st day of
February 1995.
CAROLYN N H, MAYOR
ATTEST:
' CITY CLERK
047
KU
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
CITY OF SAN JUAN CAPISTRANO )
I, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California,
DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No.
95-2-1-1 adopted by the City Council of the City of San Juan Capistrano, California,
at a special meeting thereof held on the 1st day of February 1995, by the
following vote:
AYES: Council Members Jones, Hart, Campbell, Swerdlin
and Mayor Nash
NOES: None
ABSTAIN: None
ABSENT: None
(SEAL) (&
CHERYL JO SO , CITY CLERK
-2-
JOINT POWERS AGREEMENT
' CREATING THE
ORANGE COUNTY FIRE AUTHORITY
Exhibit A
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050
TABLE OF CONTENTS
Page(s)
RECITALS
1, 2
AGREEMENT
3
ARTICLE I.
POWERS AND PURPOSES
3
1.
Authority Created
3
2.
Purpose of the Agreement;
3
Common Power to be Exercised
3.
Effective Date of Formation
3, 4
4.
Powers
4, 5, 6
ARTICLE II.
ORGANIZATION
6
1.
Membership
6
2.
Designation of Directors
6, 7
3.
Principal Office
7
4.
Meetings
7, 8
5.
Quorum; Voting
8
6.
Executive Committee
8
7.
Officers
9
8.
Minutes
9
9.
Rules
9
10.
Fiscal Year
10
11.
Assent of Members
10
12.
Committees
10
13.
Additional Officers and Employees;
10, 11
Contract Services
ARTICLE III.
TRANSFER OF FIRE OPERATIONS
11
1.
List of Assets and Liabilities
11, 12
2.
Transfer of County Assets and
12
Liabilities
a. Personnel
12
b. Assets
13
c. Reserves
13
d. Contracts
13, 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 16
Budget
3. Contributions for Budgeted Amounts 16
a. Structural Fire Fund 16, 17
b. Cash Contract Cities
and John Wayne Airport
' c. Termination
4. Equity
5. Approval of Bonded Indebtedness
6. Authority Cooperation
ARTICLE V. ACCOUNTING AND AUDITS
1. Accounting Procedures
2. Audit
ARTICLE VI. PROPERTY RIGHTS
1. Project Facilities and Property
2. Disposition of Assets Upon
Termination
3. Liabilities
4. Indemnification and Insurance
ARTICLE VII. WITHDRAWAL AND ADDITION OF MEMBERS
1. City Member Withdrawal
2. Addition of New City Members
3. Withdrawal of County
4. Property of Withdrawing Members
ARTICLE VIII. TRANSITION TO AUTHORITY
ARTICLE IX. NOTICE OF AGREEMENT
1. Initial Notice
2. Additional Notices
3. Notice to Members
4. Amendment
5. Headings
6. Severability
7. No Continuing Waiver
8. Successors
9. No Third Party Beneficiary
SIGNATURE PAGES
17
17, 18
18
18
19
19
19
19
19
19, 20
19
20
20, 21,
22, 23
23
23
24
24
24, 25
25
25
25
25
25
26
26
26
26
26
26, 27
W-]
051
OSz
JOINT POWERS AGREEMENT
CREATING THE
ORANGE COUNTY FIRE AUTHORITY
This Agreement is made this day of 1994 by
and between the following public entities (collectively, the
"members"), BUENA PARR, 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 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. Cities and County agree that the level and quality of
services are excellent and agree that the Fire Department's
operational control should be continued with the current Director
of Fire Services.
053
C. 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.
D. Cities and County have studied and discussed policy input
and cost control for over three years and have determined that
creation of a joint power entity to administer fire service
operations and delivery serves their needs for policy input and
cost control.
E. 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.
F. The members now wish to jointly exercise their powers to
provide for mutual fire protection, prevention and suppression
services and related and incidental services, including but not
limited to, creation, development, 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:
054
AGREEMENT
ARTICLE I.
POWERS AND PURPOSES
1. Authority Created. The Authority is formed by this
Agreement pursuant to the provisions of Article 1, Chapter 5,
Division 7, Title 1 (commencing with Section 6500) of the
Government Code of the State of California. The Authority shall be
a public entity separate from the parties hereto and its debts,
liabilities and obligations shall not be the debts, liabilities and
obligations of its members.
2. Purpose of the Agreement: Common Powers to be Exercised.
Each member individually has the statutory ability to provide fire
suppression, protection, prevention and related and incidental
services including but not limited to emergency medical and
transport services, 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
3.
055
Article VI, Section 4(d) below and has become enrolled as a member
' in the Orange County Employees Retirement System (OCERS).
4. Powers. Pursuant to and to the extent required by
Government Code Section 6509, the Authority shall be restricted in
the exercises of its powers in the same manner as is a general law
city. The Authority shall have the power to do any of the
following in its own 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 negotiate contracts with represented and
unrepresented employees.
(e) To employ such agents, employees and other persons
as it deems necessary to accomplish its purpose.
(f) To lease, acquire, hold and dispose of property.
(g) To invest surplus funds.
4.
056
(h) To incur debts, liabilities, or obligations.
provided that all bonded indebtedness, certificates
of participation or other long-term debt financing
require the prior consent of the members as set out
in Article IV hereof.
(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.
(1) To prepare and support legislation related to the
purposes of the Agreement.
(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.
5.
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057
(q) To contract for the services of attorneys,
consultants and other services as needed.
(r) To purchase insurance or to self -insure and to
contract for risk management services.
(s) To adopt rules, regulations, policies, bylaws and
procedures governing the operation of the
Authority.
ARTICLE II.
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. Before the Effective Date,
each member by resolution of its governing body shall designate and
appoint one representative to act as its director on the Authority
Board of Directors (the "Board"), except the County whose Board of
Supervisors shall appoint two representatives to act as its
directors. Each representative shall be a current elected member
of the governing body. Each director shall hold office from the
first meeting of the Board after appointment by the member's
governing body for a term of four (4) years or for a lesser term as
M
determined under 4(a) of Article II, or until the selection of a
successor by the appointing body. Each member shall also appoint
an alternate to act in each director's absence. Each alternate
shall be a current elected representative of the governing board of
the member. Each director and alternate shall serve at the
pleasure of his or her appointing body and may be removed at any
time, with or without cause, at the sole discretion of that
appointing body. Any vacancy
shall be filled in
the same manner
as
the original appointment of
a director and/or
alternate.
No
director or alternate will receive compensation from the Authority
for his or her services. With approval of the Board, a director or
alternate may be reimbursed for reasonable expenses incurred in the
conduct of the business of the Authority.
3. Princival 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.
7.
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fl
(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 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. At its first meeting, the Board
shall elect from among its members an Executive Committee of five
(5) or seven (7) members, one of which shall be a County
Supervisor, and shall designate the functions to be performed by
the Executive Committee, as allowed by law.
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059
060
7. Officers. At its first meeting, the Board shall elect
from among its members a chair and vice -chair and thereafter at the
first meeting in each succeeding fiscal year the Board shall elect
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. The Board shall appoint a secretary to the
Authority who may be a member of the Board or an employee of a
member. The chair, vice -chair and secretary each shall hold office
for a period of one (1) year.
8. Minutes. The secretary of the Authority shall provide
notice of, prepare and post agendas for and keep minutes of
regular, adjourned regular, and special meetings of the Board, and
shall cause a copy of the minutes to be forwarded to each director.
The secretary will otherwise perform the duties necessary to ensure
compliance with the Brown Act and other applicable rules or
regulations.
9.• Rules. The Board may adopt from time to time such
bylaws, rules and regulations for the conduct of its affairs that
are not in conflict with this Agreement, as it may deem necessary.
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061
10. Fiscal Year. The Authority's fiscal year shall be July
' 1 of each year, or in the year of its formation, the Effective
Date, to and including the following June 30.
11. Assent of 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.
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
Board, an officer or employee of a member public agency or a
certified public accountant to hold the offices of treasurer and
auditor for the Authority. Such person or persons shall possess the
powers of and shall perform the treasurer and auditor functions for
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 secretary 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
10.
062
and disbursements of the Authority. The treasurer, auditor and
secretary shall be required to file an official bond with the Board
in an amount which shall be established by the Board. Should the
existing bond or bonds of any such officer be extended to cover the
obligations provided herein, said bond shall be the official bond
required herein. The premiums on any such bonds attributable to
the coverage required herein shall be appropriate expenses of the
Authority.
(b) The Board shall appoint general counsel and special
counsel to the Authority to serve as necessary.
(c) The Board may contract with a member to provide
necessary administrative services to the Authority as appropriate.
Any administrative duties also may rotate from year to year.
ARTICLE III.
TRANSFER OF FIRE OPERATIONS
1. 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
11.
063
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.
(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 MOD's, employment
agreements, and employment rules, regulations, ordinances and
resolutions for each of the Authority employees and shall take such
other and further actions as authorized and necessary to implement
this subparagraph (a). The Board also shall take all necessary
steps to confirm continuation of membership in the County's 1937
Act Retirement system on the same terms and conditions.
12.
064
(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, 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
13.
Department or its personnel, including but not limited to contracts
with Structural Fire
Fund and cash
contract Cities, mutual
aid
agreements, automatic
aid agreements,
County island agreements,
and
entry, access and roadwork agreements, shall be assigned to the
Authority as of the Effective Date, with any service or obligation
to be provided or performed thereafter by the Authority. A list of
all such contracts shall be developed during the transition period.
The Authority agrees to assume all of County's obligations, duties
and liabilities under said agreements and contracts. With respect
to contracts between County and the Structural Fire Fund Cities and
cash contract Cities, each City member hereby agrees to the
assignment to the Authority and agrees to release County as of the
Effective Date from any further obligations to any City member
' under said contracts upon assignment. As part of the consideration
for the County's Asset Transfer 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.
14.
K.M.
(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 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.
15.
ARTICLE IV.
I
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;
report shall be presented to the Board.
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
16.
County receives Structural
067
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.
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
16.
County receives Structural
067
K.M.
Fire Fund ("SFF") from the unincorporated area and all member
Cities except Stanton, Tustin, San Clemente, Buena Park, Placentia
and Seal Beach. On behalf of the Cities receiving 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 and John Wayne Airport. As
part of its annual budget process, the Authority shall determine
amounts owing from Buena Park, Placentia, San Clemente, Seal Beach,
Stanton, Tustin, other member cash contract Cities, and from the
County for service to the John Wayne Airport. Such amounts are due
and payable within sixty (60) days of receipt of a billing
therefor. For the first three (3) fiscal years of the Authority's
existence, the Authority shall limit any increase in annual costs
for its service to cash contract Cities to no more than the annual
percentage change in the cost of fire system operations consistent
with the cost calculation methodology in place on the Effective
Date, and for service to the County for the John Wayne Airport to
amounts consistent with the cost calculation methodology in place
immediately prior to the Effective Date.
(c) Termination. Failure by any member to make payments
when due constitutes grounds for expulsion from the Authority.
Prior to expulsion, the Authority shall provide written notice of
its intention to and expel such member if payment is not received
17.
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within sixty ( 60 ) days of the date of such notice
Any member
shall remain liable for payment of its proportional share of any
bonded indebtedness of the Authority incurred prior to the date of
its expulsion.
4. Equity. The County and each member City shall be member
agencies in equal standing in the Authority. It is understood that
the cost of service shall not be adjusted by reason of equity for
any member agency for a period of three (3) fiscal years from the
effective date of Authority formation. After the Authority's first
three fiscal years, any new annual adjustment to the cost for fire
services to each member for reasons of equity must be fair and
equitable to all members and may not exceed two (2) percent of the
member's immediately prior annual contribution. Upon approval of
two-thirds of all of the directors of the Board, another method may
be utilized in lieu of the foregoing formula as long as such method
is fair and equitable to all members.
5. Approval of Bonded Indebtedness. Prior to any Authority
resolution authorizing the issuance of any bonded indebtedness,
each member shall approve any bonded indebtedness to be incurred by
the Authority. Any withdrawing member shall remain responsible for
payment of its proportional share of any bonded indebtedness it has
approved. As used herein, "bonded indebtedness" does not include
short-term tax anticipation notes with a one-year (or shorter) term
which the Authority may authorize by a majority vote of all of the
directors of the Board.
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070
6. Authority CooLperation. The Authority agrees to fully
cooperate with each of the members in pursuing federal and state
claims for emergency response reimbursements.
ARTICLE V.
ACCOUNTING AND AUDITS
1. Accounting 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. Prosect Facilities and Property. On and after the
Effective Date of the Authority, all real and personal property,
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071
including but not limited to, facilities constructed, installed,
acquired
or leased
by the
Authority,
apparatus
and equipment,
'
personnel
and other
records
and any and
all reserve
funds shall be
held in the name of the Authority for the benefit of the members of
the Authority in accordance with the terms of this Agreement.
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 SFF or cash contract amounts.
Each member shall execute any instruments of conveyance necessary
to effectuate such distribution or transfer. In any such
distribution, the amount of SFF derived from each incorporated or
unincorporated city areas shall be considered as received from that
member in the same manner as cash contract payments have
contributed to surplus assets.
3. 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
20.
072
defend, indemnify and hold harmless the County and each of the
Cities and their officers, employees, agents and representatives
with respect to any loss, damage, injury, claim, demand, litigation
or liability and all expenses and costs relating thereto (including
attorneys' fees) arising out of or in any way related to the
performance of services pursuant to this Agreement.
(b) Except as provided in Article VI, Section 4(e)
below, from and after the Effective Date, the Authority shall
defend, indemnify and hold harmless the County and each of the
County's officers, employees, agents and representatives with
respect to any loss, damage, injury, claim, demand, litigation or
liability and all expenses and costs relating thereto (including
attorneys' fees) arising out of or in any way related to any Fi,
Department contract or agreement assumed by or otherwi
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.
21.
073
(d) From and after the Effective Date, the Authority
' shall maintain during the term of this Agreement, workers
compensation insurance as required by law and, in addition, general
comprehensive liability insurance in the minimum limit of
$5,000,000 combined single limit per occurrence and annual
aggregate. Each of the Authority members shall be named as an
additional insured on the general comprehensive liability policy.
Alternatively, the Authority may self -insure. Prior to the
Effective Date, the Authority shall provide the County with
certificates of insurance or proof of self insurance evidencing the
coverage referred to in this Section 4(d). Such insurance is a
condition precedent to performance under this Agreement, and until
the Authority obtains insurance 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
22.
074
and the Cities agree that the County's obligations under this
Section 4(e) shall only apply to costs, losses, damage, injuries,
claims, demands, litigation or liabilities for which a written
claim has been received by the County prior to February 3, 2000.
(f) Nothwithstanding 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. No City member may withdraw its
participation in the Authority for three (3) years from the
Effective Date, or three (3) years from the date on which it
initially becomes a member. After that three (3) year period, any
withdrawing City member may give written notice to the Assessor and
State Board of Equalization by November 30 of any year pursuant to
Government Code Section 54902 and by Resolution to the County by
the succeeding March 1 pursuant to Government Code Section 25643
and such other notices as are required by laws then in effect, of
its intent to withdraw as of the end of that fiscal year. That
withdrawal may be subject to property tax transfer negotiation as
required by applicable law. Any withdrawing City member shall
remain liable for payment of its proportional share of any bonded
indebtedness of the Authority incurred prior to the date of its
withdrawal.
23.
075
2. Addition of New City Members. Any,non-member City may
' join the Authority upon consent of a majority of all of the
directors of the Board and agreement to terms and conditions
determined by the Board. A new City member may be required to
transfer to the Authority its fire facilities and assets or to
1
reimburse the Authority for a proportionate share of facilities
which the new City will utilize. As a condition of membership, a
city may also be required to accept responsibility for a proportion
of the debts, obligations, and liabilities of the Authority from
its transferred facilities, to the extent agreed upon by the
Authority and the new member at the time of membership. The
Authority Board may determine to waive all or part of such
contribution requirements in return for an offsetting transfer of
the new member's fire facilities and assets to the Authority.
3. Withdrawal of County. County may not withdraw from the
Authority for three (3) years from the Effective Date, and
thereafter may withdraw from the Authority only upon notice to
Authority by November 30 of any year to permit negotiation of the
property tax transfer pursuant to Revenue and Taxation Code
Sections 95 and 99 before December 31, and thereby to enable Cities
to give notice of withdrawal under Government Code Section 25643.
In the'event of withdrawal, the County shall remain liable for
payment of its proportional share of any bonded indebtedness of the
Authority incurred prior to the date of its withdrawal.
' 4. Property of Withdrawing Members. Any withdrawing member
may negotiate with the Authority for return or repurchase of any
24.
076
and all stations and equipment serving that member's jurisdiction.
ARTICLE VIII.
TRANSITION TO AUTHORITY
The cities and County shall designate a transition team to
implement the transfer of assets and liabilities hereunder, to
prepare for the Authority's organizational meeting, and to direct
the transition of administrative services from the County to the
Authority.
ARTICLE I%.
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.
2. Additional Notices. Upon any amendments to this
Agreement, the Authority shall prepare and timely file with the
Orange County Clerk and the Office of the Secretary of State the
information required by Government Code Sections 6503.5 and 53051.
3. Notice to Members. Notice to members shall be deemed
given when mailed to them, first class, postage prepaid, or faxed
to the address/or fax no. set out by their signatures.
25.
077
4. Amendment. This Agreement may not be amended or modified
' except by a written agreement signed by all of the members. This
Agreement represents the sole and entire agreement between the
parties and supersedes all prior agreements, negotiations and
discussions between the parties hereto and/or their respective
counsel with respect to the subject matter of this Agreement.
5. Headings. The headings in this Agreement are for
convenience only and are not to be construed as modifying or
7. No Continuing Waiver. No waiver of any term of condition
of this Agreement shall be considered a continuing waiver thereof.
8. Successors. This Agreement shall inure to the benefit of
and be binding upon any successors or assigns of the members. No
member may assign any right or obligation hereunder without the
written consent of a majority of all of the directors of the Board.
explaining the
language in the section referred to.
Party Beneficiary. The members agree that
6. Severability. Should
any part, term, or provision of
as provided
this Agreement
be determined
by a court to be illegal or
Agreement are not intended to directly benefit, and shall
unenforceable,
the remaining
portions or provisions of this
Agreement shall
nevertheless be
carried into effect.
7. No Continuing Waiver. No waiver of any term of condition
of this Agreement shall be considered a continuing waiver thereof.
8. Successors. This Agreement shall inure to the benefit of
and be binding upon any successors or assigns of the members. No
member may assign any right or obligation hereunder without the
written consent of a majority of all of the directors of the Board.
26.
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
26.
078
not be enforceable by, any person or entity not a party to this
Agreement.
IN WITNESS THEREOF, the parties hereto have caused this
Agreement to be executed and attested by their duty authorized
officers as of the date first above written.
27.
Dated: IEC 8 1994 COUNTY OF ORANGE, a political
subdivision of the State
Of California
By
rhaj-r ,an_af .its B
Supervisors
SIGNED AND CERTIFIED THAT A
COPY OF THIS DOCDNENT HAS BEEN
DELIVERED TO THE CHAIRMAN OF
TSE BOARD
aA 1c, �I�ucoct,�
WL:'Clerk of the Board of Supervisors
' County of Orange, California
NOTICE TO COUNTY OF ORANGE TO BE
GIVEN TO:
ERNIE SCHNEIDER
COUNTY ADMINISTRATIVE OFFICER
P.O. BOX 22014
SANTA ANA, CA 92702-2014
FAX: (714) 834-3018
APPROVED AS TO FORM:
TERRY C. ANDRUS, COUNTY COUNSEL
By �, __ E 'Oy.-/�
Ann E. Fletcher, Deputy
Dated: //yl/q5__
079
080
Dated: February 1, 1995 CITY OF SAN JUAN CAPISTRANO
ATTEST:
/a/ Cheryl Johnson
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: (714) 443-6315
Fax: (714) 493-1053
APPROVED AS TO FORM:
/s/ Richard Denhalter
City Attorney
rs2w82\04e n04)460\212ss u. 12/06/%
/s/ Carolyn Nash
By: Carolyn Nash, Mayor