HomeMy WebLinkAbout8.3 East Bay Reg Comm System
CITY CLERK
File # D~D[Q]-[q][Q]
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: June 5, 2007
SUBJECT:
ATTACHMENTS:
RECOMMENDATION: 1.
1"IY 2.
FINANCIAL STATEMENT:
Letter of Intent to Participate in the East Bay Regional
Communications System (EBRCS)
Report Prepared by Joni Pattillo, Assistant City Manager and David
Rocha, Deputy Chief, Alameda County Fire Department
1.
Letter of Intent to Support the Formation of the East Bay
Regional Communication Systems (EBRCS)
Budget Change Form
Draft Joint Exercise of Powers Agreement for the East Bay
Regional Communications System Authority.
2.
3.
Approve the Letter of Intent and Authorize the City Manager
to sign on behalf ofthe City.
Approve the Budget Change for $10,800 for a good faith
payment.
A good faith payment of $10,800 which is based on $100 per radio
multiplied by 108 radios for the City of Dublin (Sheriffs and Public
Works). This good faith payment signifies the City of Dublin's
intent to join the East Bay Regional Communications System
(EBRCS). The good faith payment does not financially bind the
City beyond the good faith payment.
DESCRIPTION: In the wake of radio interoperability failures associated with September 11 th and
Hurricane Katrina, there is regional interest in creating a radio system that will allow all of the
jurisdictions in the East Bay to communicate during emergencies.
To this end, it has been proposed that an East Bay Regional Communications System (EBRCS) Joint
Powers Authority be formed that will, in turn, purchase, install and oversee a new comprehensive radio . '
system that will serve jurisdictions in Alameda County and Contra Costa County.
To judge interest from local communities in participating in such a program, the Task Force has requested
that each jurisdiction's governing board take action to support the formation of the EBRCS joint powers
authority by:
· Adhering to the EBRCS Task Force timeframes for'presentation and consideration
COPY TO: Sheldon D. Gilbert, Fire Chief, ACFD
Page 1 of 4
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ITEM NO.
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. Supporting the proposed JP A structure
. Establishing an accurate radio count
. Authorizing the City Manager to sign the Letter of Intent (Attachment 1) and contribute a good
faith contribution of $100 per radio that would be held by each ofthe Cities' respective County in
a Trust Account until the Joint Exercise of Powers Agreement for EBRCS is formally in place.
The City of Dublin's good faith contribution would be based on the 108 radios that are currently
assigned to the Sheriffs Department personnel assigned to Dublin and the City's Public Works
Department. (The radios that support the City of Dublin Fire Services have already been accounted
for in the Alameda County Fire Department Budget).
. Providing a technical point of contact to work with operational committees on system
implementation issues.
It is believed that such a system would improve unified response, provide for a centralized management of
resources, reduce duplication, provide the opportunity for "economies of scale" to be achieved, cost
containment; as well as, the retention of local control.
BACKGROUND:
The Bay Area is no stranger to disasters, and the need for a coordinated communications system is the key
to the successful response and mitigation of any type of disaster that could impact the bay region. The
public has seen firsthand the total breakdown that can occur when communications systems fail as
evidenced through our most recent experiences with the September 11 th and Hurricane Katrina disasters.
The Counties of Alameda and Contra Costa face the same challenges as other metropolitan areas with
communications systems that have developed over time utilizing different spectrum and proprietary
technologies. The incompatibility of these systems makes seamless communications extremely difficult
and in many cases not possible without incorporating technology patches that are extremely inefficient
and complicated to set up and operate. The situation is compounded by the fact that most of the systems in
use today are nearing the end of useful lives and need replacing.
The two counties have been working together over the last three years as part of the federally sponsored
Urban Area Security Initiative (VASI) to establish priorities for homeland security funding. Through the
assistance of the federally funded USAI, a group of technical advisors from the Interoperable
Communications Technical Assistance Program (ICTAP) worked to evaluate the status of our
communications systems and develop different alternatives to achieve the goal of interoperability for the
two counties. It is clear from the work ICT AP completed that the most cost effective and technically
superior solution for both Counties is to construct a shared two county regional communications system.
Interoperability and funding the build out of a two county communications system has become the highest
priority for the UASI.
Committees with representatives from both Counties have been working over the last two years to develop
the technical parameters for the system, establish a governance model, and obtain political support from
the jurisdictions within the two Counties.
Current Communications System:
Currently the radio system utilized in the City of Dublin is an 800 MHz trunked system owned by
Alameda County and used by Alameda County and the Cities of Alameda, Dublin, San Leandro, Fremont,
Newark and Union City. The existing radio systems used by other jurisdictions throughout Alameda
County are fragmented. While some agencies utilize the 800 MHz system, others use VHFIUHF systems
and Low Band systems.
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All systems in use are nearing the end of their useful lives. Replacement of these autonomous systems is
not cost effective and will not provide interoperability between jurisdictions and responding agencies.
In 2006, it was determined that the City of Dublin had 108 radios utilized by police and other City
departments.
System Desi2n:
A system design has been completed. The system will cover both Counties from 31 sites strategically
located throughout the region, with an estimated infrastructure cost of around $60 million. The system
will be a Project 25 compliant system providing interoperable communications among all the agencies
that subscribe to the system. Federal Homeland security funding has been allocated over the past three
years to begin to build out the system. Significant progress has been made towards completing a digital
microwave system linking sites in both Counties, purchase of the master site controller which will operate
the system, and finally the purchase of equipment to build out 10 of the proposed sites. The future
EBRCS joint powers authority will continue to work to secure federal grants to support the build out of
the infrastructure and are very optimistic that this project will continue to receive support in the future.
System Governance:
In order to manage the system, a governance model was created that will manage .the overall system
implementation and operations while providing all users a voice in the management of the system. There
are several working models throughout the United States where large regional areas have formed regional
communication systems, with shared governance. A task force of elected officials and public safety
representatives from both Counties has developed a governance model, the East Bay Regional
Communications System (EBRCS) joint powers authority which consists of a board of directors of 23
members as listed below:
(2) Alameda/Contra Costa County Police Chiefs Assn. (1 to be selected by each Association)
(2) Alameda/Contra Costa County Fire Chiefs Assn. (1 to be selected by each Association)
(1) Special District (to be selected by the Association)
(1) Alameda County, County Administrator
(1) Contra Costa County, County Administrator
(1) Alameda County Sheriff
(1) Contra Costa County Sheriff
(3) Contra Costa County City Managers (to be selected by the Association)
(3) Alameda County City Managers (to be selected by the Association)
(3) Contra Costa County Elected Officials (to be selected by the Mayor's Conference)
(3) Alameda County Elected Officials (to be selected by the Mayor's Conference)
(1) Alameda County Board of Supervisors
(1) Contra Costa County Board of Supervisors
The Board will oversee the financial, technical, and operations of the two county communications system.
The Board will appoint technical and operational committees as necessary to workout system
implementation issues.
Financial Impacts:
There are three components of cost that must be considered in order to participate in the system. The build
out of the infrastructure is expected to cost in the neighborhood of $60 million, currently grant funds are
funding elements of the build out. While grant funding has been available it is not expected to cover the
entire cost of the build out. It is expected that local jurisdictions that participate will be responsible to pay
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a proportionate share of the remaining build out costs. The second component is the cost associated with
purchasing new radios to use on the new system. Each jurisdiction will be responsible for the radios they
plan to use with the system. Every effort will be made to use the purchasing power of the EBRCS to
obtain the lowest possible price for the radios. Lastly, there will be a cost associated with the
maintenance, technological upgrades and system reserve for the replacement of the system.
It has been agreed that the fairest way to allocate costs to each jurisdiction would be based on a
proportional share of the radios that each jurisdiction uses on the system. Each jurisdiction will be
responsible for a proportionate share of the infrastructure costs and an ongoing subscriber fee will be
charged for each radio used on the system. Subscriber pricing will be determined by the Board of
Directors, and adjusted as necessary as new users come on to the system. It is also anticipated that once
the system is operational there will be opportunities to increase revenue by attracting new users.
Proposed Next Steps:
The Counties of Alameda and Contra Costa have already approved the Draft of the Joint Exercise of
Powers Agreement for the East Bay Regional Communication Authority (Attachment 3). The City of
Hayward authorized its City Manager to negotiate and execute an agreement with the EBRCS and
approved the good faith payment. The Cities of San Leandro and Union City have been authorized to
move forward with the Letter of Intent and good faith payment.
The remaining Cities and Special Districts are still in the process of getting approval for a Letter of Intent.
Once the agencies that intend to participate have approved the Letter of Intent, the Joint Exercise of
Powers Agreement for the EBRCS will then be brought back to the City of Dublin Council for final
approval.
Recommendation
Staff recommends that the City Council approve the Letter of Intent and authorize the City Manager to
sign on behalf of the City and approve the Budget Change for $10,800 for a good faith payment.
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LETTER OF INTENT TO SUPPORT THE FORMATION OF
THE EAST BAY REGIONAL COMMUNICATIONS SYSTEM (EBRCS)
GOVERNED BY A
JOINT POWERS AUTHORITY (JP A)
FOR ALAMEDA AND CONTRA COSTA COUNTIES
Public Safety representatives from Alameda and Contra Costa Counties have been working to
evaluate the feasibility of developing a regional communications system to serve all jurisdictions in
both Counties. Through the assistance of the federally funded Urban Area Security Initiative
(VSAI), a group of technical advisors from the Interoperable Communications Technical Assistance
Program (ICT AP) has been working to evaluate different alternatives to achieve the goal of
interoperability for the two Counties.
It is clear from the work ICT AP has completed that the most cost effective and technically superior
solution for both counties is to construct a shared two county regional communications system. In
order to develop this system, a governance model must be created that will manage the overall
system implementation and operations while providing all users a voice in the management of the
system. There are several working models throughout the United States where large regional areas
have formed regional communication systems and where shared governance has been successful.
A task force of public safety representatives from both counties has developed a proposal that
creates the East Bay Regional Communications System (EBRCS), a joint powers authority (JP A)
with a board of directors with equal representation from both counties that will oversee the financial,
technical, and operations of the two county communications system. Presentations were made to
both Boards of Supervisors and Mayors conferences with unanimous support for the formation of the
JPA.
While it may be possible to fund a significant portion of the backbone of this system with federal
and state grants once the JP A is formed, it will also require ongoing financial contributions from all
involved agencies to maintain and replace system components. This responsibility will continue for
the life of the EBRCS. Therefore, a dedicated, reliable, funding stream must be identified and
collected, on a regular basis.
It is now time to gauge the level of interest and the willingness to participate from all local
jurisdictions within the two Counties. The Task Force has established that the number of radios each
jurisdiction will operate on the system will be the method for allocating each jurisdictions share of
the infrastructure costs. The Task Force has also agreed that each jurisdiction will be responsible to
pay $100 per radio initially as a good faith sign of intent to join. This "Letter of Intent" does not
financially bind any jurisdiction beyond the good faith payment, but is necessary in order to begin to
develop phasing and cost models for system implementation.
j1em:tF<8.,3 6/~VI r,.
ATTACHMENT 1
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THEREFORE BE IT RESOLVED THAT:
The City of Dublin supports the development of, and is interested in participating in, a two county
regional communications system governed by a JP A that will oversee the financial, technical, and
operational elements ofthe EBRCS.
The City of Dublin also commits to providing technical support to working committees that will
work on the technical specifications, and operational implementation of the system.
The City of Dublin also understands that signing this Letter of Intent does not obligate the City of
Dublin financially beyond the $100 per radio good faith payment for a total good faith payment of
$10,800 that will be sent to Alameda County and to be held in Trust Account until the Joint Exercise
of Powers Agreement for the EBRCS is formally in place; it merely serves as a basis to identify the
level of interest regarding the development and participation in the EBRCS.
Signed:
Title: City Manager for the City of Dublin
Date:
CITY OF DUBLIN
BUDGET CHANGE FORM
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CHANGE FORM #
New Appropriations (City Council Approval Required):
Budget Transfers:
From Unappropriated Reserves (Fund)
X From Budgeted Contingent Reserve (1080-799,000)
Within Same Department Activity
Between Departments (City Council Approval Required)
Other
From New Revenues
Name: : General Fund Budgeted Contingent
Reserve
$10,800
Name: General Fund - Disaster Preparedness -
Contract Services $10,800
Account #: 00 I-I 080-799"000
Name:
Account #: 001-20500- 740-000
Name:
Account #:
Name:
Account #:
Name:
Account #:
Account #:
Fin Mgr/ASD:
c?aJ~~~
Date:
~/;Jtt I to '1-
Signature
REASON FOR BUDGET CHANGE ENTRY: At the City Council Meeting on June 5, 2007 the City Council
considered a request to participate in the formation of the East Bay Regional Communications System
(EBRCS). This is a multi-jurisdictional effort to develop a common emergency communication system.
Funding was not included in the adopted Budget and the organizers have requested a good faith contribution
from each agency as part of the formation process.
City Manager:
Date:
Signature
As Approved at the City Council Meeting on: Date:
Mayor:
Date:
Signature
Posted By:
Date:
Signature
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ATTACHMENT#2
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FOR DISCUSSION ONL Y
CLEAN DRAFT, 4/25/07
JOINT EXERCISE OF POVVERS AGREEMENT FORnE
EAST BAY REGIONAL COMMUNICA11ONS SYSTEMALmiORlTY
THIS JOINT EXERCISE OF POWERS AGREEMENT FOR THE EAST BAY REGIONAL COMMUNICATIONS
SYSTEM AUTHORITY (the "Agreemenf) is entered into as of the _ day of , 2007, by and
among the
(hereinafter collectively referred to as "Members" and individually as "Member").
RECITALS
A. WHEREAS, Chapter 5 of Division 7 of Tifte 1 of the California Government Code authorizes the
Members to enter into an agreement for the joint exercise of any power common to them; and
B. WHEREAS, the Members have the common powers, under their respective sovereign and
police powers, to acquire real, personal and intangible property and to plan, design, finance, construct,
operate, and maintain public safety radio communication systems, facilities and related structures, and
appurtenances and incide~ta1 improvements thereto; and
C. WHEREAS, the Members have determined that the public interest will be served by the
joint exercise of these common powers through this Agreement and the creation of a joint powers
authority to acquire, plan, design, finance, construct, operate and maintain a P25 compliant or
equivalent (as defined herein) communications system serving Alameda and Contra Costa Counties
and individual political jurisdictions therein; and
D. WHEREAS, the Members have further determined that such an East Bay Regional
Communications System Project (the "EBRCS Projecr), to which Members and non-members may
subscribe (the .Subscribersj subject to the provisions set forth herein, should be undertaken in order to
meet public safety communication needs of the Members, and that the EBRCS Project will have regional
consequences beyond the Members' geographical jurisdictions, thus encouraging participation by other
govemmental agencies including but not limited to the State and Federal government
. NOW THEREFORE, in consideration of the promises, terms, conditions, and covenants
contained herein, the Members agree as fonaws: .
AGREEMENT
1. Authority and Puroose. This Agreement is made under the authority of and pursuant to the
Joint Exercise of Powers Act, Chapter 5 of Division 7 of Tifte 1 of the Califomia Govemment Code
(commencing with Section 6500 et seq.) (the "Acf'), relative to the joint exercise of powers common to
the Members and as otherwise granted by the Act. The purpose of this Agreement is to provide for the
acquisition of real, personal and intangible property; and the planning, design, financing, regulation,
permitting, environmental evaluation, public outreach, construction, operation, and maintenance of the
EBRCS Projec~ or any identifiable portion of the EBRCS Project. Notwithstanding anything in this
Agreement to the contrary, each Member also reserves all of its rights and powers to proceed
ATTACHMENT 3
separately within its jurisdictional boundartes on any compabble public safety communications projects
anticipated to become part of the EBRCS Project; provided, however, that the planning, design, and
construction of such projects should be con~istent with the Functional Specifications for the EBRCS
Project dated . (the "Functional Specifications") or as subsequently
amended by the Authority's Board of Directors and incorporated herein by this reference.
The general specifications and performance standards for the EBRCS Project are as follows:
The EBRCS Project is designed as a P25 digital trunking system operating in the 800Mhzl700Mhz
frequency spectrum. The system solution is a wide area, two county, IP-based archnecture
communications system that is compliant with the ANSIIEIAfTlA-1 02 suite of standards. The EBRCS
Project will utilize sites strategically located throughout, but not limited to, Member jurisdictions. The
EBRCS Project is also expected to meet typical public safety requirements of a Grade of Service of two
percent busies during the busy hour with an estimated 90 percent of busy calls queued within 2.5
seconds.
For purposes of this Agreement, P25 compUant or equivalent means a common set of standards for
first-responders that allows the highest level of interoperable communications in a dignal mode.
2. Creation of Authoritv and Jurisdiction. Pursuant to the Act, the Members hereby create the
East Bay Regional Communications System Authority (the "Authority"), a public entity separate and
distinct from each of the Members. The jurisdiction of the Authority shall be all territory within the
geographic boundaries of the Members, however the Authority may undertake any action outside such
geographic boundaries as is necessary and incidental to the accomplishment of its purpose and the
EBRCS Project.
3. Term and Termination. This Agreement shall be effective as of the date first above written. It
shall remain in effect until th'e purpose stated in Section 1 of this Agreement is fully accomplished, or
until terminated by the vote of a majority of the governing bodies of the Members; provided, however,
that this Agreement may not be terminated, and no Member may wnhdraw its membership, until (a) all
bonds or other instruments of indebtedness issued by the Authority and the interest thereon, if any, have
been paid in full or provision has been made for payment in full and (b) all outstanding obligations and
liabilities of the Authority have been paid in full or provision has been made for payment in full, except
as set forth in Section 13. .
4. Powers of the Authoritv.
a. Powers. The Authority shall have all powers necessary or reasonably convenient to
carry out the purposes stated in Section 1 of this Agreement, including, but not limited
to, the following:
(1) To secure administrative office space and fumishings;
(2) To make and enter into contracts including other joint powers agreements and
Subscriber agreements;
(3) To contract for, or employ, administrative, technical, legal and support staff, and
consultants and contractors of any kind;
REVISED DRAFT. 4/25107
JPA Agreement for EBRCS Authority
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(4) To acquire and maintain insurance of all types;
(5) To lease or sublease real, personal and intangible property;
(6) To acquire, hold, or dispose of real, personal or intangible property 'by negotiation,
dedication or eminent domain provided, however, that the power of eminent
domain shall be used to acquire real, personal or intangible property of a Member
only with the consent of the governing body of such Member;
(7) To own, lease, sublease, acquire, operate, maintain and dispose of materials,
supplies, and equipment of all types including, but not limited to intangible property
such as radio frequencies;
(8) To plan, and to conduct environmental evaluation and other analyses in
connection therewith, and design buildings; facilities or communications
improvements of any kind;
(9) To construct, operate, and maintain buildings, facilities or communications
improvements of any kind, provided that (i) for new buildings, facilities or
communications improvements located on property owned by a public entity, the
Authority shall provide appropriate public notice of proposed action, but shall be
exempt from all local land use and zoning regulations; and (ii) for new buildings,
facilities or communications improvements located on private property, the
Authority shall apply for and receive appropriate approvals under the applicable
local land use and zoning regulations;
(10) To accept, bold, invest {pursuant to the Act, including, without limitation, Section
6509.5 thereon, manage, and expend monies;
(11) To obtain and secure funding from any and all available public and private sources
including local, state, and federal govemment, including but not limited to, bond
issuances, lease purchase agreements, public grants, public and private contributions,
public and private loans, and other funds;
( 12) To incur debts, liabilities or obligations, subject to the provisions of this Agreement,
provided that no debt, liability, or obligation shall constitute a debt, liability or
obligation of the Members, either jointly or severally.
(13) Subject to applicable legal authority, to impose, levy, collect, or cause to be
coUected, or to receive and use, public safety communication impact or development
fees on new residential. commercial, and industrial development;
(14) Subject to applicable legal authority, to form one or more special assessment
districts under any legal authority that exists now or in the future, including, without
limitation, the Improvement Act of 1911 (Streets & Highways Code Section 5000 et
seq.), the Municipal Improvement Act of 1913 (Streets & Highways Code Section
REVISED DRAFT, 4/25/07
JPA Agreement for EBRCS Authority
Page 3 of 11
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10000 et seq.), the Improvement Bond Act of 1915 (Streets & Highways Code
Section 8500 et seq.), and the Marks-Roos Local Bond Pooling Act of 1985
(Government Code Section 6584 et seq.);
(15) Subject to applicable legal authority, to form one or more special tax districts
under the Mello-Roos Community Facilities District Act of 1982 (Government Code
Section 53311 et seq.) or any other authority that may exist now or in the future;
(16) To negotiate and enter into reimbursement agreements when monies to construct
project improvements are advanced;
(17) Subject to applicable legal authority, to cause taxes, assessments, fees or
charges to be levied in accordance with applicable State and Federal law, and in a
manner to accomplish the purposes of the Authority;
(18)To issue bonds and sell or lease any facilities for purposes of debt financing;
( 19) To carry on technical and other investigations of all kinds necessary to further the
purposes of the Authority;
(20)To sue and be sued;
(21)To amend the Functional Specifications; and
(22)To exercise all powers incidental to the foregoing including, but not limited to,
contracting for services from Members, reimbursing Directors for expenses
incurred as permitted by law and adopting personnel rules and regulations.
b. Limitation of Imposition of Powers. The provisions of subsection a. notwithstanding,
the Board of Directors shall have no power to impose taxes, assessments, fees or
charges within any Member's jurisdiction unless the Member's goveming body adopts
a resolution approving the tax, assessment, fee or charge.
c. Additional Powers to be Exercised. In addition to those powers common to each of the
members, the Authority shall have those powers that may be conferred upon it by
subsequently enacted legislation.
d. Restriction on Exercise of Powers. Pursuant to Section 6509 of the Act, the County of
Alameda is designated as the Member for determination of the restrictions upon the
Members in exercising the powers set forth in this Agreement.
e. Debts, Uabilities and ObliQations. The debts, liabilities, and obligations of the Authority shall
not constitute debts, liabilities, or obligations of the Members, either jointly or severally.
5. Duties. The Authority shall have the duty to do the following within the times specified Of, if
no time is specified, within a reasonable time:
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JPA Agreement for EBRCS Authority
Page 4 of 11
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a. To retain legal counsel for all Authority business, including litigation;
b. To evaluate the need for, and acquire and maintain if necessary, liability, errors and
omissions, or other insurance;
C. To conduct an annual audit as required by the provisions of Subsection 6.d(3); and
d. To use its best efforts to develop and adopt within six (6) months of execution of this
Agreement: (i) a Capital Plan specifying a means or formula for determining the timing
and sequencing of construction of the EBRCS Project consistent with the Functional
SpeCifications referenced in Section 1 of this Agreement and (ii) a funding plan
specifying a means or formula for funding the Authority's operations and any EBRCS
Project phases that are the responsibility of the Authority (the "Funding Plan"), which
Funding Plan will include an allocation of costs among the Members, Subscribers to
the EBRCS Project and other funding sources.
e. To administer the EBRCS Project in accordance with the purposes set forth in Section
1.
f. To establish within six (6) months of the execution of this Agreement ad hoc
operational and technical committees as necessary to consider and recommend to the
Board of Directors system implementation issues.
g. To encourage other governmental and quasi-governmental agencies including but not
limited to the State and Federal govemment, and special districts to participate as
Subscribers in the EBRCS Project.
h. To establish system participation pricing including start-up costs, and ongoing
Subscriber/Member unit pricing to cover system operations, technical upgrades, and
system replacement reserves.
i. To establish policies and procedures for the voluntary transfer and/or lease of assets
from Member jurisdictions including but not limited to frequencies, transmitter sites and
associated equipment.
j. To enter into agreements with Members, or, in the event that a particular skill or
service is unavailable from Members, With outside vendors to perform maintenance of
the system.
k. To provide yearly performance review of the EBRCS Project and to report thereon as
directed by the Board of Directors.
6. Administration.
a. GoveminQ Board - Membership. The Authority shall be administered by a Board of
Directors (the "Boald") consisting of twenty-three (23) Directors and their respective
anemates. Directors and alternates shall be appointed as follows and, at the time of such
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JPA Agreement for EBRCS Authority
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appointment and for the duration of such service, shall be employees or officers of Member
agencies:
(1) Alameda County Board of Supervisors
(1) Contra Costa County Board of Supervisors
(1) Alameda County Police Chiefs Association (to be selected by the Association)
(1) Contra Costa County Police Chiefs Association (to be selected by the Association)
(1) Alameda County Fire Chiefs Association (to be selected by the Association)
(1) Contra Costa County Fire Chiefs Association (to be selected by the Association)
(1) Special District (to be selected by the Association)
(1) Alameda County, County Administrator
(1) Contra Costa County, County Administrator
(1) Alameda County Sheriff
(1) Contra Costa County Sheriff
(3) Contra Costa County City Managers (to be selected by the Association)
(3) Alameda County City Managers (to be selected by the Association)
(3) Contra Costa County Elected Officials (to be selected by the Mayor's Conference)
(3) Alameda County Elected Officials (to be selected by the Mayor's Conference)
Alternates shall serve as Directors in the absence of their respective Directors and shall
exercise all rights and privileges thereof. Each Director and each alternate for such
Director shall serve at the pleasure of the appointing entity and may be removed at any
time without notice.
b. Meetings.
(1) Reaular Meetings. The Board shall by resolution establish the number of regular
meetings to be held each year and the date, hour and location at which such regular
meetings shall be held; provided. that the Board shall meet at least once every year.
(2) Special Meetings. Special meetings of the Board may be called in accordance with the
provisions of the Ralph M. Brown Act (Government Code Section 54950 et seq.).
(3) Conduct of Meetinas. All meetings of the Board shall be held in accordance with the
Ralph M. Brown Act (Government Code Section 54950 et seq.).
(4) Minutes. The Secretary of the Authority shall cause minutes of all meetings of the
Board to be kept and shall, as soon as possible after each meeting, cause a copy of
the minutes to be forwarded to each Director, the Members, and other parties upon
request.
(5) Quorum. Twelve (12) Directors of the Board shall constitute a quorum for the
transaction aT business. Except as provided in Section 7 below, actions of the Board
shall require the affirmative vote of a majority of the entire Board (i.e., twelve (12)
affirmative votes).
c. Procedures.
REVISED DRAFT. 4/25/fJ7
JPA Agreement for EBRCS Authority
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(1) The Board shall elect annually a Chair from among its membership to preside at
meetings and shall select a Secretary who may, but need not. be a Director. The
Board may. from time to time, elect such other officers as the Board shall deem
necessary or convenient to conduct the affairs of the Authority.
(2) The Board may adopt by resolution rules of procedure, not inconsistent with the
provisions of this Agreement, to govern the conduct of its meetings. Such rules of
procedure shall be in accordance with the Ralph M. Brown Act (Government Code
Section 54950 et seq.).
(3) Directors of the Board and designated officials and employees, if any, shall comply
with the Political Reform Act of 1974, Title 9 of the California Govemment Code
(commencing with Section 81000 et seq.}.
d. Fiscal Matters.
(1) Treasurer and Auditor.
(A) Except as provided in Subsection (C). below, the treasurer and auditor of
County', respectively, are designated the Treasurer and Auditor of the
Authority with the powers, duties, and responsibilities specified in the Act, including,
without limitation, Sections 6505 and 6505.5 thereof.
(B) The Board shall designate a certified public accountant as the independent
auditor of the Authority with the powers, duties, and responsibilities specified in the
Act, including, without limitation, Sections 6505 and 6505.5.
(C) Notwithstanding Subsection (A) above, the Board may at any time appoint
one or more of the Authority's officers or employees to either or both of the positions of
Treasurer or Auditor as provided in the Act.
(2) Custodian of Prooerty. The Treasurer and Auditor of the Authority shall be the public
officers who have charge of, handle, and have access to, the Authority's property and shall
file with the Authority an official bond in the amount set by the Board.
(3) Accounts and Reports. The Board shall establish and maintain such funds and
accounts as may be required by generally accepted public accounting practice. The books
and records of the Authority shall be open to inspection at all reasonable times to the
Members and their respective representatives. The accounts shall be prepared and
maintained by the Treasurer and Auditor of the Authority. The Authority shall, within one
hundred twenty (120) days after the close of each fiscal year, cause an independent audit
of all financial activities for such fiscal year to be prepared by the independent certified
public accountant employed by the Authority in accordance with Government Code
Section 6505. The Authority shall promptly deliver copies of the audit report to each
member of the Board and the Members.
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(4) Budaet. The Board shall adopt a budget no later than one hundred twenty (120) days
after the first meeting of the Board and no later than June 30th of each year thereafter.
(5) Contributions. Within 90 days of execution of this Agreement, the Board will establish
by two-thirds (213) vote of the 80am the amount of start-up funds to be contributed to the
Authority by each Member. Additional contributions shall be specified in the Funding Plan
to be adopted by two-thirds (213) vote of the Board, in accordance with Section 5.d. and
Section 7.8.
(6) Fiscal Year. The fiscal year of the Authority shall be the period from July 1st of each
year to and including the following June 30th.
7. Voting. Each member of the Board shall have one vote. The Board may take action by the
affirmative vote of the majority of the entire Board. However, the following actions may only be taken with
the affirmative vote of at least sixteen (16) Directors.
a. Establish start-up contributions from Members, as referenced in Section 6.d.(5} of this
Agreement and adopt a Funding Plan, as referenced in Sections 6.d.(5) and 5.d.;
b. Levy and collect. or cause to be collected, communication impact fees on new residential,
commercia!, and industrial development, as authorized by local, state, and federal law;
c. Form a special assessment district under any legal authority that exists now or in the
future, including, without Umitation, the Improvement Act of 1911 (Streets & Highways Code
Section 5000 et seq.), the Municipal Improvement Act of 1913 (Streets & Highways Code
Section 10000 et seq.), and the Improvement Bond Act of 1915 (Streets & Highways Code
Section 8500 et seq.), as authorized by local, state, and federal law;
d. FOml a special tax district under the MelkrRoos Community Facilities District Act of 1982
(Government Code Section 53311 et seq.) or any other authority that may eXfst now or in
the future;
e. Cause taxes, assessments, fees or charges to be levied as authorized by local, state, and
federal law, and in a manner to accomplish the purposes of the Authority;
f. Issue bonds or other forms of debt; and
g. Exercise the power of eminent domain.
8. Reserved.
9. Indemnification. The Authority shall acquire such insurance protection as is necessary to
protect the interest of the Authority and its Members. The Authority shall assume the defense of and
indemnify and save harmless the Members and their goveming bodies, officers, agents, and
employees from all claims, losses, damages, costs, injury, and liability of every kind, nature, and
description direcUy or indirectly arising from the perfomlance of any of the activities of the Authority or
the activities undertaken pursuant to this Agreement.
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10. Liability of Board. Officers and Employees.
a. The Directors, officers, and employees of the Authority shall use ordinary care and
reasonable diligence in the exercise of their powers, and in the performance of their
duties pursuant to this Agreement. They shall not be liable to the Members for any
mistake of judgment or other action made, taken, or omitted by them in good faith, nor for
any action made, taken, or omitted by any agent, employee, or independent contractor
selected with reasonable care, nor for loss incurred through the investment of the
Authority's funds, or failure to invest the same.
b. To the extent authorized by Califomia law, no Director, officer, or employee of the Authority
shall be responsible for any action made, taken, or omitted, by any other member of the
Board, officer, or employee. No member of the Board, officer, or employee of the Authority
shall be required to give a bond or other security to guarantee the faithful perfonnance of
his or her duties pursuant to this Agreement, except as provided in Subsection B.d (2).
c. The funds of the Authority shal! be used to defend, indemnify, and hold harmless the
Authority and Director, officer, or employee of the Authority for actions taken in good faith
and within the scope of his or her authority. Noth ing herein shall limit the right of the
Authority to purchase insurance to provide coverage fur the foregoing indemnity.
11. Rules. The Board may adopt, from time to time, such policies, procedures, bylaws, rules and
regulations for the conduct of the Authority's affairs as the Board deems necessary and appropriate.
12. Disposition of ProperlY upon T ennination. In the event of tennination of the Authority pursuant
to Section 3 herein and where there will be a successor public entity which will carry on the functions of
the Authority and assume its assets and liabilities, the assets of the Authority shall be transferred to the
successor pubrlC entity. If upon termination pursuant to Section 3, there is no successor public entity
which will carry on the functions of the Authority and assume its assets, the assets shall be retumed to
the Members as fullows: (a) all real property and any improvements thereon shall be conveyed to the
Member which owned the property prior to the formation of the Authority, and (b) all other assets shall
be divided among the Members in proportion to their respective contributions during the term of this
Agreement. If upon termination pl:lrsuant to Section 3, there is a successor public entity which will carry
on some of the functions of the Authority and assume some of the assets, the Authority's Board shall
allocate the assets between the successor public entity and the Members.
13. New Parties and Termination and Withdrawal of Existina Parties. The Board shall have
plenary authority to establish rules, standards and charges fur the admission of new parties to this
Agreement and for the tennination and withdrawal of existing parties to this Agreement, subject to the
provisions set forth in this Agreement. Admission of a new member shall not require amendment to this
Agreement. New parties may become members on any conditions prescribed by the Board including
payment of special fees and charges. The Board shall further have plenary authority to establish
conditions for non-member Subscribers to the EBRCS Project whether such non-member Subscribers
are or are not public entities. In the event that a Member seeks to withdraw from the from the Authority
prior to issuance of bonds or other instruments of indebtedness, the withdrawing Member shall be
charged an amount which shall represent a fair and equitable pro rata share of the costs, expenses and
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obligations incurred by the Authority at that time, as determined by the Board.
14. Successors: AssiQnment. This Agreement shall be binding upon and shall inure to the benefit
of the successors of the Members. No Member may assign any rights or obligations hereunder without
the unanimous consent of the governing bodies of the other Members; provided, further, that no such
assignment may be made if ~ would materially and adversely affect (a) the rating of bonds issued by the
Authority, or(b} bondholders holding such bonds.
15. Amendments. This Agreement m~y be amended only by the mutual agreement of all the
, governing bodies of the Members. So long as any bonds of the Authority are outstanding and unpaid,
or funds are not otherwise set aside for the payment or redemption thereof in accordance with the terms
of the bonds and the documentation relating thereto, this Agreement shall not be amended, modified or
othelWise revised, changed or rescinded, if such action would (a) materiaUy and adversely affect (1) the
rating of bonds issued by the Authority, or (2) bondholders holding such bonds, or (b) limit or reduce the
obligations of the Members to make, in the aggregate, the payments under the Funding Plan which are
for the benefit of the owners of the bonds.
16. Notices. Any notices to Members required by this Agreement shall be delivered or mailed. U.S.
first class, postage prepaid, addressed as follows:
Notices under this Agreement shall be deemed given and received at the earlier of actual receipt, or the
second business day following deposit in the United States mail, as required above. Any Member may
amend its address for notice by notifying the other Members pursuant to this Section.
17. Severability. Should any part, tenn, or provision of this Agreement be decided by the courts to
be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable
or ineffectual, the validity of the remaining portions or provisions shaD not be affected thereby.
18. Uberal Construction. The provisions of this Agreement shall be liberally construed as
necessary or reasonably convenient to achieve the purposes of the Authority.
19. HeadinQs. The headings used in this Agreement are for convenience only and have no effect
on the content, construction, or interpretation of the Agreement.
20. Counterparts. This Agreement may be executed in any number of counterparts, and by
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different parties in separate counterparts, each of which, when executed and deHvered, shall be deemed
to be an original and all of which counterparts taken together shall constitute but one and the same
instrument.
21. Aqreement Complete. The foregoing constitutes the full and complete Agreement of the.
parties. There are no oral understandings or agreements not set forth in writing above. My such
agreements merge into this Agreement.
IN WITNESS WHEREOF, the Members have entered into this Agreement effective on the date first
above written.
[signature pages to follow]
942861_5; 1191.002
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