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HomeMy WebLinkAboutItem 8.3 AmendDoughertyFireAuth (2) .. . .. ~";f C, I T Y C L E R K FILE # D~[Q][!Q]-EtJ CITY OF DUBLIN AGENDA STATEMENT CITY COUNCIL MEBTING DA TB JUNE 17, 1'997 SUBJECT= Amendment of Dougherty Regional Fire Authority Joint Powers Agreement (:&POrt P1'q1Q.red by R.tc1tard C. Ambrvsc, Ci9' Managu) 1. Dougherty Regional Fire Authority Joint Exercise of Powers Agreement 2. First Amendment to Joint E.xc:rdse o!powers Agreement 3. D1:ail Second Amendment to DoUgherty Regional Fire Authorlry ]olnt.E.xcdse of Powers Agreemer,a.t 4. Resolution Approvtng Second Amendment to Doughcny Regional Fire AuthOl1ty JOint Exerdse of Powers Agreement EXHIBITS ATTACHED: RECOMMENDATION: Pi /t,)y\ 1. Rccetvc: staff presentation 2. Deliberate . 3. Adopt ~olution Approving Second Amendment lO Dougheny Regional Pire Authority Joint Exercise of Powers Agreement (Exhibit 4) - FINANCIAL STATEMENT: - This amendment will not change the Citfuability for DRFAobligations on and after July I, 1997. DESCRIPTION: The Dou~eny Regional F1re Authority was formed by a Joint Exercise of Powers Agreement (JEP A) between the Cities of Dublin and San Ramon (!.xb1Q1l.l) in 1988. The JEPA has been amended Once since 1988 (Exhjbit 2). In June 1996 the City of San Ramon gave notice, of temdnation of the JEPA, to be effeCtive JW\e 30, 1997. The 2reain San Ramon currently served by DRFA will be annexed. to the San Ramon Valley Fire Protection District ~ffective July 1, 1997. The Counci1has determined to provide fltC protection serVices to residents. of the City of 1 ITEM NO. 6.~ ,. t;lO. !" ~ .4. . ,.. ~~ . . 1.~1 \. Dublin through an Agreement with the Alameda County Fire Distria. . - .. Pursuant to Section 8.2 of the JEPA. t.he liabilities ofDRFA will become liabilities of the two cities following termination of DRFA, based on the relative percentage attributed to each city at tennination. In tl'u: course: of preparing for the termination of DRF a on June 3D, 1997, the staffs of Dublin and San Ramon have identified cenain liabUil.les that w1l1 conttnue beyond the termination dat.e. The most significant liabllity is for retiree medical coverage. Currently, medical coverage for retirees is provided through plans available through the Public Employees Retirement System (PERS). In orc1er to continue this coverage, DRFA must maintain its contract with PERS. The staffs have concluded that such coverage will be difficult to obtain through inSll~rs independent of PERS because of the small number of persons to be covered. Liability for workers comp~sadon claims previously filed or incurred prior to June 30 will also continue beyond June 30t 1997. The proposed Sec.ond Amendment to the Dougherty Regional Fire Authority Joint . Exercise of Powers Agreement (Exhibit 3) would amend the JEPA to provide that ... . . DFRA will cont.inue in c:ldstencc bctond June 30, 1997 for the l1m1te~ purpose of wincllng up the affairs of the Authority. The specific powers include the pO'WCI' to prOVide medical benefits for retireeS and to process workers compensation claims. The Second Amendment specifies that DRFA would have no power to employ any persons after June 30, 1997. The powers ofDRFA would be exercised by a governing board. consIsting of the city managers of the two cities. . The second PUIpose of the Second Amendment is to clarify the distribution of asseLS as of June 30, 1997. The Second AmendmenT. provides that all vehicles, tools, equipment and supplies requited by the San Ramon Valley Fire Protection DistIict. and Dublin's contract service provider shall be distributed to the cities of San Ramon and. Dublin, respectively, and all such property remaining shall be, sold with the proceeds beingdi~tributed in accordance with the existing JEP A All real property in each city will be conveyed to that city. The Second Amendment (in section 7) adjusts the operating cost formula for fiscal year 1996-97 for those specified costS relating to performance pay bonuses and PERS Service credit options. ' '. 2 ~- . .' . Finally, the Second Amendment (in section R) aIloca~s certain "irtaemental" costs ' associated with one battalion chief between the twO dties. The "incremental" cost$ 2re defined in the Second Amendment and relate to a portion of Du.blin's COstS for service. ' StAff recommends that the Council adopt the resolution approving. the Second. Amendment ('F.xhihit 4). . 3 , ' . . . JOINT EXERCISE OF POWERS AGREEMENT DOUGHERTY REGIONAL FIRE AUTHORITY THIS AGREEMENT is entered i,nto on the effective date hereinafter set forth by and between the member agencies signatory hereto (hereinafter "Member Agencies.). WIT N E SSE T H: WHEREAS, Title 1, Division 7, Chapter 5 of the Government Code of the state of California authorizes said Member Agencies to enter into agreement for the joint exercise of any power common to them: and WHEREAS, said Member Agencies possess the power to provide for fire protection and suppression services within their respective jurisdictions: and WHEREAS, the jurisdictional areas of the Member Agencies are contiguouS to each other, are developed to substantially the same level of density, and are susceptible to being provided with fire protection services and facilities under common administration and management and with the same equipment, resources and personnel; and WHEREAS, the separate management and administration of each jurisdictional area by each of the respective. agencies and using separate equipment, resources and personnel will result in duplication of effort, inefficiencies in administration and excessive costs, all of which, in"the judgment of the agencies, I EXHIBIT 1 can be eliminated, all to the substantial advantage and benefit of the citizens and taxpayers of both agencies, if the . administration and management of the fire protection facilities and services employing common equipment, resources and personnel were to be consolidated in a single p~blic agency; and such is the purpose of this Agreement; NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE PREMISES, THE MUTUAL ADVANTAGES TO BE DERIVED THEREPROM AND IN CONSIDERATION OF THE MUTUAL COVEN~S HEREIN CONTAINED, IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: ARTICLE I DEFINITIONS Unless the context otherwise requires, the words and . . terms defined in this Article shall, for the purpose hereof, . have the meaning herein specified. Section 1.1. Act. nActn means Article 1 and Article 2 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of California. Section 1.2. Aqreement. nAgreementn means this joint exercise of powers agreement. Section 1.3. Area* nArea~ and njurisdictional arean mean that....area wi thin the corporate limits of the City of Dublin and the City of San Ramon as they now exist or may hereafter exiFt and not within the jurisdictional area of any other fire p=~tection district* . -2- . . . " Section 1.4. Authority. "Authority" means the Dougherty Regional Fire Authority created pursuant to this Agreement. Section 1.5. Board of Directors. -Board of Directors" means the governing board of the Dougherty Regional Fire Authority referred to in Section 1.4. Section 1.6. Bond La~. "Bond Law". means Article 2 of Chapter 5, Division 7, Title 1 of the California Government Code, as now or hereafter amended, or any other law hereafter legally available for use by the Authority in the authorization and issuance of bonds to finance needed public facilities. section 1.7. Bylaws. "Bylaws" refers to the operational and organizational directives of the joint powers of the Dougherty Regional Fire Authority. Section 1.8. Chief Executive Officer. "Chief Executive Officer" means the chair of the Management Committee. Section 1.9. controller/Treasurer. "controller/Treasurer' means the Financial Director and Finance Manager of the Authority having the responsibility and accountability of the Authority's funds,. Section 1.10. Fire Chief. "Fire Chief" means the employee of the Authority directly responsible to the Management committee and primarily responsible for the managerial oversight 'or the operations of the Authority. Section 1.11. Fiscal Year. "Fiscal Year" means the period from July 1st to and including the following June 30th. -3- . . Section 1.11. Fiscal Year. "Fiscal Year" means the period from July 1st to and including the following June 30th.. Section 1.12. Joint Facilities. "Joint Facilities~ means all existing fire protection facilities, equipment, resources, and property to be owned, managed an~ operated by the Authority pursuant to Section 5.3 hereof, and, if and when acquired or constructed, any improvements and additions thereto. Section 1.13. Leqislative Bodies. "Legislative Bodies" means the city councils or elected representatives of the Member Agencies of the Authority. Section 1.14. Management Committee. -Management Committee" means the City Manager of each of the Member Agencies of the Authority. Section 1.15. Member Agencies or Agency. "Member Agencies" means both public agencies signatory to this Agreement. "Member Agency" means any such party. Section 1.16. Quorum. "Quorum" means a majority of the Board of Directors, but in no case less than two (2) persons from each Member Agency, necessary to conduct business. Section 1.17: Secretary. "Secretary" means the Secretary of the Dougherty Regional Fire Authority. ARTICLE II GENERAL PROVISIONS Section 2.1. Purpose. This Agreement is made pursuant to ~~~ Act providing for the joint exercise of powers common to the Agencies. The purpose of this Agreement is to provide for the joint exercise of powers to own, manage, operate and maintain -4- e e e. the Joint Facilities as they now exist and to implement the ~ financing, acquiring and constructing of additions and improvements thereto and additional facilities and property and thereafter to manage, operate and maintain the Joint Facilities, as so added to and improved, all to ~he end that the Area is provided with more efficient and economical fire protection service, and, if necessary, to issue and repay revenue bonds of the Authority pursuant to the Bond Law. Each of the Agencies is authorized to exercise all such powers (except the power to issue and repay revenue bonds of the Authority) pursuant to its organic law and the Authority is authorized to issue and provide for the repayment of revenue bonds pursuant to the provisions of the Bond Law. ~ Section 2.2. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the "Dougherty Regional Fire Authority", herein called the "Authority". The Authority is a public entity separate and apart from the city of Dublin and the City of San Ramon and shall administer this Agreement. The Autho;ity may be commonly referred to as the "Dougherty Regional Fire Department". section 2.3. Effective.Date of Agreement. This Agreement shall become effective when signed and executed by both Member Agencies. ~ Section 2.4. operational Date of Agreement. This Agreement shall become operational on July 1, 1988, or the effective date of the Authority's -contract with the Public , ~ Employees Retirement System, whichever occurs later. -5- Section 2.5 Scheduling of Transition. After the effective date of this Agreement and prior to the operational date, the Board of Directors shall adopt a schedule of performance ,outlining the transition of services, personnel, equipment, and capital facilities to the Authority. The Management Committee created by this Agreement shall be responsible for the implementation of said schedule of performance sufficient to meet the operational date. Section 2.6. Term. This Agreement shall be effective on the date hereof and shall continue in effect until such time as all bonds (if any) and the interest thereon issued by the Authority under the Bond Law or the Act shall have been paid in full or provision for such payment shall have been made and thereafter until such time as the Authority and the Agencies shall have paid all sums due and owing pursuant to this Agreement or pursuant to any contract executed pursuant to this Agreement, and thereafter until terminated pursuant to Article VIII. Section 2.7. Governing Board. The Authority shall, be administered by ~Board of Directors consisting of six (6) members. Three (3) members shall be Council members of the City of Dublin and shall be appointed by the City Council of the City of DUblin, and three' (3) members shall be Council members of the City of San Ramon and shall be appointed by the City Council of the City of San Ramon. Each City Council shall appoint an alternate Board member from the City Council who may act in the absence of a member appointed by that City Council. The Board of Directors shall be called the nBoard of Directors of the -6- . . . , . .' Dougherty Regional Fire Authority". AII.voting power of the ~ Authority shall reside with the Board of Directors. (a) All Board members shall serve at the pleasure of the Agency that appointed such member. (b) All vacancies on the Board shall be filled by the appointing entity within thirty (30) days of the vacancy. Each Director shall cease to be a member of the Board of Directors when such member ceases to hold office as a coun~ilmember of the appointing entity. (c) Members shall receive compensation and reimbursement for reasonable and necessary expenses incurred in performance of their duties, ~ as provided in the Bylaws. Section 2.8. Meetings of the Board of Directors. All meetings of the Board of Directors shall be public meetings unless a specific closed session is held in accordance with the Government Code. (a) Regular Meetings. The Board of Directors shall provide for regular meetings at a date, time, and place fixed by resolution of the Board of Directors which shall be at least quarterly. (b) Special Meetings. Special meetings of the Board of Directors may be called in accordance with the .~ provisions of Section 54956 of the California Government Code, for-the purpose of taking immediate action for emergency measures, as necessary. -7- (c) Call, Notice, and Conduct of Meetings. All meetings of the Board of Directors, including ~ without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of Sections 54950, et seq., of the California Government Code. Section 2.9. Required Votes~ Approvals. The affirmative votes of at least two members of ~~ch Agency shall be required to take any action by the Board of Directors and less than a quorum may adjourn from time to time. Section 2.10. Voting. Each member of the Board of Directors shall have one vote. Section 2.11. Minutes. The Secretary shall cause to be ~ kept minutes of the meetings of the Board of Directors and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board of Directors and to each Member Agency. Section 2.12. Bylaws. The Board of D~rectors may adopt, ~. from time to time, such bylaws, rules, and regulations for the conduct of its meetings and affairs as are necessary for the purposes hereof. ARTICLE III ORGANIZATIONAL STRUCTURE OFFICERS AND EMPLOYEES Section 3.1. Chairperson and Vice-Chairperson. The Board of Directors shall elect a Chairperson and Vice-Chairperson from ~.. -8- among its members. The Chairperson and Vice-Chairperson. shall ~ rotate from each Member Agency annually such that the , Chairperson and Vice-Chairperson shall not be appointed from the same Member Agency. In the event of the disqualification or permanent inability to serve as the Chairperson during the year, another member from the same Agency shall be appointed Chairperson to fulfill the one-year term. (a) The Chairperson shall sign all contracts on behalf of the Authority and. shall perform such other duties as may be imposed by the Board of Directors. (b) The Vice-Chairperson shall act, sign contracts, ~ and perform all of the Chairperson's duties in the tempor~ry absence of the Chairperson. section 3.2. Secretary. The Chief Executive Officer shall be the Secretary to the Board and shall countersign all contracts signed by the Chairperson or Vice-Chairperson on behalf of the Authority, perform such other duties as may be" imposed by the Board of Directors and cause.a copy of this . Agreement to be filed with the Secretary of State and the State of California pursuant to Section 6503.5 of the Act. Section 3.3. Controller/Treasurer. The controller/Treasurer of the Authority shall be designated in the Bylaws. The Controller/Treasurer shall be the depository - ~ a~d shall have custody of all of the accounts, funds and money of the Authority from whatever SOUTce. The Controller/Treasurer shall have the duties and obligations set forth in sections 6505 -9- and 6505.5 of the Joint Exercise of Powers Act of the California Government Code, and shall assure that there shall be strict ~ accountability of all funds and reporting of all receipts and disbursements of the Authority. Section 3.4. Officers in Charge of Property. Pursuant to Section 6505.6 of the California Government Code (Joint Exercise of Powers Act), the Controller/Treasurer shall have charge of, handle, and have access to all accounts, funds, and money of the Authority and all records of the authority relating thereto; and the Secretary shall have charge of, handle, and have access to all other records of the Authority; and the Management Committee shall have charge of, handle, and have access to all physical properties of the Authority. Section 3.5. Bonding Persons Baving Access to Property. ~ From time to time, the Board of Directors may designate persons, in addition to the Secretary, Controller/Treasurer, and Management Committee, having charge of, handling, or having access to any property of the Authority. The Board of Directors shall also designate the respective amounts of the official bonds of the Secretary, Controller/Treasurer, and of the Management Committee members and such other persons pursuant to SectiQn 6505.1 of the California Government Code (Joint Exercise of ~owers Act). Section 3.6. Management. The regular management of the Authority shall be vested jointly in the Management Committee. The Board of Directors shall annually appoint a Chairperson of ~ the Management Committee who shall be designated as the Chief -10- , ' Executive Officer of the Authority and a Vice-Chairperson of the ... Management Committee who shall act in the absence of the Chief Executive Officer. The Chief Execut,ive Officer shall be rotated annually such that the Chief Executive Officer is from the same Agency as the Chairperson of the Board. The Management Committee shall have the power: (a) To provide for the planning, design, and construction of any additions or improvements to the Joint Facilities operated by the Authority; " (b) Except" as otherwise provided in clause .(h) of this Section, to execute any contracts for capital costs, costs of special services, equipment, materials, supplies, maintenance, or repair that ... involve an expenditure by the Authority within the limits and in accordance with procedures to be established by the Authority in the manner provided for local agencies pursuant to Article 7, commencing with Section 54201 of .Chapter 5 of-- Part 1 of Division 2 of Title 5 of the California Government Code; (c) To appoint and employ all personnel of the Authority required for maintenance and operation of the Joint Facilities, including a Fire Chief, and all other employ~es authorized by the ... Authority's budget or by the Board of Directors; (d) To retain any consultants, including labor relations consultants or certified public -11- (f) (g) (h) (i) (j) (e) accountants, as authorized in the Authority's budget; Subject to approval of the Board of Directors, to appoint and employ all personnel of the Authority or consultants required to be employed or retained in connection with the design of any additions or improvements of the Joint Facilities or construction of new Joint Facilities; To expend funds of the Authority and enter into contracts, whenever required in the combined judgment of' the Management Committee, or for the immediate preservation of the public peace, health, or safety; To sell any personal property of the Authority as may be provided in the Bylaws; To approve demands for payments by the Authority of Five Thousand Dollars ($5,000.00), or less, which are authorized in the budget; To prepare and submit to the Board of-Directors in time for revision and adoption by it prior to March 1 of eacp year, the annual preliminary budget for the next succeeding Fiscal Year referred to in Section 6.1; Generally, to supervise the acquisition, construction, management, maintenance, and operation of the Joint Facilities and personnel of the Authority; . . . -12- (k) To perform such other duties as directed by the ~ Board of Directors and report to the Board of Directors at such times and on such matters as the Board of Directors may direct. Section 3.7. Legal Advisor. The Board of Directors shall have the power to appoint the legal advisor of the Authority who shall perform such duties as may be prescribed by the Board of Directors. Section 3.8. other Services. The Board of Directors shall have the power,.to appoint and employ such other consultants and independent contractors as may be necessary for the purposes of ~ this Agreement. Section 3.9. Administrative Support. The Member Agencies hereby each agree to provide to the Authority certain administrative support functions as shall be provided in the Bylaws. These functions shall be divided among the Member Agencies 50 that each Member Agency provides an equal amount of support services in proportion to the other Member Agency and any inequalities in the cost of support services provided shall result in an adjustment to the annual ~operating costs~ as provided in section 6.3. Administrative support functions shall _ include, but not be limited to, financial (including payroll, purchasing and risk management) and personnel (including labor relations). . ~ section 3.10. Non-Liability'of Aqencies. None of the officers, agents,. or employees dir:~tly employed by the Authority shall be deemed, by reason of their employment by the -13- Authority, to be employed py either Agency or, by. reason of their employment by the Authority, to be subject to any of the requirements of either Agency. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation, and other benefits which apply to the activities of the officers, agents, or employees of Member Agencies when performing their respective functions shall apply to them to the same degree a?d extent while engaged in the performance of any of the functions and other duties under this .... . Agreement. ARTICLE IV POWERS OF THE AUTHORITY Section 4.1. General Powers. The Authority shall exercise in the manner herein provided the powers common to each of the Member Agencies, as provided by the laws of the State of California, and all incidental, implied, expressed, or necessary powers for the accomplishment of the purposes of this Agreement, subject to the restrictions set foith in Section 4.4. As provided in the California Government Code (commencing with Section 6500), the Authority. shall be a public entity separate from the Member Agencies. The Authority shall have the po~er to finance, acquire, construct, manage, maintain, and operate Joint Facilities. The Authority shall have all of the powers provided in Article 2 of the Joint Exercise of Powers Act, unless specifically prohibited by this document. -14- . . .: . Section 4.2. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any of the following: (a) To make and enter into ~ontracts; (b) To employ agents or employees; (c) To acquire, construct, manage, maintain, or operate any buildings, works or improvements; (d) To acquire, hold, or dispose of property; (e) To sue and be sued in its own name; (f) 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 upon any Member Agency; (g) To apply for, accept, receive, and disburse grants, loans, and other aids from any agency for the united States of America or of the State of California; (h) To invest any money in the treasury pursuant to Government Code. Section 6505.5 that is not required for the immediate necessities.of the . Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to Section . 53601 of the California Government Code; -15- (i) To carry out and enforce all the provisions of this Agreement. . Section 4.3. Bonds. The Authority shall have all of the powers provided in Article 2 of the Act (commencing with Section 5640), including the power to issue revenue bonds under the Bond Law. ~ Section 4.4. Restrictions on Exercise of Powers. The power of the Authority shall be exercised in the manner provided in the California Government Code and in the Bond Law, and, . except for those powers set forth in the Bond Law, shall be subject (in accordance with Section 6509 of the Joint Exercise of Powers Act) to the restrictions upon the manner of exercising such powers that are imposed upon general law cities in the State of California in the exercise of similar powers. Section 4.5. Obligations of Authority. The debts, liabilities, and obligations of the Authority shall not be the . debts, liabilities, and obligations of any Member Agency. ARTICLE V METHODS OF PROCEDURE ~' Section 5.1. Assumption of Responsibilities by the Authority. As soon as practical after the effective date of this Agreement, the respective Member Agencies shall appoint members of the Board of Directors and alternates, and the City Managers of the Member Agencies shall give notice (in the manner required by Section 2.8) of the organizational meeting of the Board of Directors. At said meeting, the Board of Directors .: shall provide for its regular meetings as required by Section -16- 2.8, elect a Chairperson and Vice-Chairperson, and appoint the ~ Chief Executive Officer, all of whom shall serve until the first regular meeting following the end of the succeeding Fiscal Year. Section 5.2. Delegation of powers~ Transfer of Records, Accounts, Funds, and Property. Each.Member Agency hereby delegates to the Authority the power and duty to maintain, operate, and manage any fire protection facilities, equipment, resources, and property of each of the respective Member Agencies within their territorial jurisdiction, including without limitation all fire stations, land, buildings, fire fighting equipment and emergency response equipment, and to employ the necessary personnel to do any and all other things necessary or desirable to provide continued efficient and ~ economical fire protection services to the Member Agencies. The proper officers and employees of each of the Member Agencies shall transfer to the Secretary, Controller/Treasurer, and Management Committee of the Authority, all records, accounts, funds, and property of each of the Member Agencies which relate to the providing of fire protection services and which are necessary or desirable to allow the Authority to function. The records, accou~ts, funds, and property described herein shall be further identified and defined in an inventory to ~e developed by the Management Committee during the period ~~~~een the effective date and the-operational date of this ;"grt!ement. This inventory shall be approved by the Board of -' ~ Directors' prior to the transfer of. any such records, accounts, funds, and property. Each Hember Agency agrees to execute or -17- ~ authorize the execution of all legal documents necessary to accomplish such said transfer. Section 5.3. Joint Fire Protection Maintenance and Operation Fund. The Board of Directors shall create a joint fire protection maintenance and operation fund (herein called the ftoperating fund"). Upon the organization of the Board of Directors, the Authority shall assume responsibility for the maintenance and operation of the operating fund and shall pay the administrative expenses of the Authority and all maintenance and operation-costs of the Joint Facilities from said fund. Each of the Member Agencies shall pay into said fund its proportionate share of the maintenance and operation costs of the Joint Facilities, computed on the bases set forth in Section 6.3 of this Agreement. Section 5.4. Capital Acquisition and Replacement Fund. The Board of "Directors shall create a capital acquisition and replacement fund ("capital fund") for the purpose of creating a fund for replacement and acquisition of capital equipment an~ property. Each Agency shall transfer its share of the capital replacement and acquisition fund received from the Dublin-San Ramon Services District into .the capital fund and shall annually pay into said fund its proportionate share of capital replacement costs, as provided in Section 6.3. Any fire connection fees imposed for capital improvements shall be deposited in the capital fund (and shall be accounted for on the basis of origination by Membe'r Agency) and shall be used for capital acquisitions. -18- e. e e: . ARTICLE VI BUDGET/COSTS MAINTENANCE AND OPERATION/OTHER COSTS Section 6~1. Annual Budget. The Board of Directors shall a~opt a preliminary budget for maintenance and operation costs, capital costs, costs of special services, and bond interest and redemption expenses (if any) annually prior to March 1 of each year and shall adopt a final budget prior to June 30 of each year. The budget for Fiscal Year 1988-89 shall be approved by each Agency and provided to the Board at its organizational meeting. section 6.2. Records and Accounts. The Authority shall . cause to be kept accurate and correct books of account, showing in detail the capital costs, costs of special services and maintenance, and operation costs of the Joint Facilities, and all financial transactions of the Member Agencies relating to the Joint Facilities, which books of account shall correctly show any receipts and also any costs, expenses, or charges paid or to be paid by each of the Member Agencies. Said books and records shall be .open to inspection at all times during normal business hours by any representative of a Member Agency, or by any accountant or other person authorized by a Member Agency to inspect said books or records. The Controller/Treasurer shall, in accordance with Sections 6505 and 6505.6 of the California Government Code (Joint Exercise of Powers Act), cause the books .. of account and other financial records of the Authority to be audited annually by an independenepublic accountant or certified public accountant. -19- ~ \ Section 6.3. Allocation of Costs and Expenses: Generally. (a) Annual Estimate. After adoption of the preliminary budget and.prior to April 1 of each year, the Authority shall furnish to each of the . Member Agencies an estimate of the total annual maintenance and operation costs, capital costs, costs of special services, and bond interest and redemption expenses (if any). (b) Operating Costs. Th~ proportion of annual maintenance and operation costs (referred to as "operating costs") to be borne by each Agency shall be based on the assessed valuation of all property within the jurisdictional area of each Member Agency as follows: The assessed valuation . of all property within the jurisdictional area of each Member Agency, as shown on the latest assessment rolls used for distribution of taxes ("assessment rolls"), shall be added together ~nd the percentage thereof that the total asseised ~' value for each Member Agency bears to the whole will be the percentage of operating costs of the Authority to be borne by that Member Agency. The percentage to be used for the succeeding Fiscal Year shall be determined by the Management Committee each year"prior to April 1, based on the assessment rolls for that Fiscal Year. In the .7 . . event that the Management Committee is unable to -20- . agree on the percentage for any year, the Board shall determine the percentage. As used herein, nassessed valuationn shall, in the case of property within a redevelopment area, mean the assessed valuation p1u~ any increments in value. The percentage for Fiscal Year 1988-89 shall be determined by the Board at its first meeting and shall be based on the assessment rolls for Fiscal Year 1987-88. (c) Capital.Acquisition Costs, Costs of Special Services, Bond Expenses. Costs of acquiring new equipment or constructing new facilities, costs of special services and bond interest and redemption . expenses (if any) shall be borne by each Member Agency as may be agreed by the Legislative Bodies of the two Member Agencies. At the time new equipment is purchase (with the exclusion of replacement equipment) or new facilities are constructed or real property is purchased, the ~' Legislative Bodies shall determine the method of disposing of such assets upon termination. . (d) Capital Replacement Costs. The proportion of capital replacement costs to be borne by each Member Agency annually shall be based on the percentage for each"year as determined pursuant to Section 6.3(b). -21- (e) Mello-Roos Special Tax. Either Agency or the Authority may use the proceeds of a spec~al.tax imposed pursuant to Government Code Section 53311, .. et seg., ("Mello-Roos Community Facilities Act of 1982") to pay for construction of a new fire station or to pay operating costs of a new fire station. Section 6.4. Payment of Costs. Beginning on the operational date of this Agreement, and monthly in advance thereafter for each Fiscal Year, each Member Agency agrees to pay the Authority its allocated share of the total estimated annual costs and expenses, as set forth in Section 6.3, subsections (a) to (d). The Authority shall submit to each of the Member Agencies a final detailed statement of the final . costs and expenses for the Fiscal Year, allocated in the same manner as estimated expenses were allocated, within three (3) months after the close of each Fiscal Year, whereupon final adjustments of. debits and credits shall be made by the Authority. If the amount of any allocated share of any estimated item of'expense due from a Member Agency was less than the final allocation of such. item to such Member Agency, such Member Agency shall forthwith pay the difference to the Authority. If the amount of any allocated share of any estimated items of expense from a fiember Agency was in excess of the final allocation of such item-to such Member Agency, the Authority shall credit such exces~ to the appropriate account of such Member Agency. - .~ -22- . . . Section 6.5. Sources of Funds. Each Member Agency shall provide the funds required to be paid by it to the Authority under this Agreement from any source of funds legally available to such Member Agency for such purpose. Section 6.6. Additional Charges to Members. Member Agencies shall be held financially responsible for direct additional costs encumb~red by the Authority in the implementation of special programs, projects, and services in addition to normal fire preventio~ and suppression activities requested by the respective Member Agency.s City Council, or city administrative staff for that specific Member Agency. ARTICLE VII OWNERSHIP; ENFORCEMENT Section 7.1 OWnership of Joint Facilities. Prior to the operational date, each Member Agency shall convey to the Authority the real and personal property described in Exhibit A hereto which real and personal property will thereafter be owned, managed and operated by the Authority. Section 7.2. Enforcement by Authority~ The Authority is . ' hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific 'perfo!mance, necessary or permitted by law, to enforce this Agr;:;;2ment. ARTICLE-VIII TERMINATION Section 8.1. Termination. This Agreement shall continue until terminated by a Member Agency of the Authority in the -23- manner hereinafter provided. Upon.termination, any obligation of the Authority which continues following termination shall be borne by the Member Agencies based on the percentage determined pursuant to paragraph 8.3. Section 8.2. Effective Dates of Termination. Such . termination shall not under -any circumstances become effective until June 30, next succeeding a minimum of twelve (12) months following the giving of written notice of termination by City Council resolution to the other Member Agency's City Manager. Section 8.3. Disposition of Assets. Except as provided in Section 6.3(c), upon the termination of this Agreement, any assets acquired by the Authority during the period of its existence and still on hand and all cash reserves ("assets and cash reserves") shall be distributed to the Member Agencies in . the following manner: The total amount of maintenance and operating costs paid by each Member Agency into the operating fund during the entire existence of the Authority shall be added together and the percentage which each Agency's total bears to the whole shall be determined. The assets and cash reserves shall be divided between the Agencies based on the above percentage, based on appraised value of the assets at the time of termination, provided that the real property conveyed to the Autb~~ity by each Agency, as described in Exhibit A, shall be excl~ded from such distribution and appraisal and shall be cv~7cyed to each such ~gency upon .termination. In the event the ~~~ncies cannot agree on the dist~ibution of assets and cash .7 reserves, an arbitrator shall be selected by the Board to -24- . . . determine the distribution of assets and cash reserves. If the Board cannot agree on the selection of an arbitrator, each Agency shall select an arbitrator, and the two arbitrators shall select a third, who together shall decide the manner of distribution of assets and cash reserves, on the basis of this Agreement. The arbitrator(s) may retain the services of an appraiser to assist them and the decision of the arbitrator(s) shall be final. The costs of arbitration (including appraisers' fees) shall be borne by the Agenci~s equally. ARTICLE IX MISCELLANEOUS Section 9.1. Section Beadings. All section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing language in the section referred to or to define or limit the scope of any provision of this Agreement. Section 9.2. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. Section 9.3.. Law Governing. This Agreement is made under the Constitution and laws of .the State of California and is to be so ~onstrued. Section 9.4. Amendments. (a) This Agreement may be amended at any time, except as limited by contract with bond holders, if any. (b) All amendments to the Agreement must be in writing, and must be approved by the City Councils -25- .p of the Member Agencies prior to becoming effective. . Section 9.5. Severability. In the 'event any provision of this Agreement is determined to be illegal or invalid for any reason, all other provisions and articles of this Agreement shall remain in full force and effect unless and until otherwise determined. The illegality of any provision of this Agreement shall in no way affect the legality and enforceability of any other provisions of this Agreement. Section 9.6. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective Member Agencies. No Member Agency may assign any right or obligation hereunder without written consent of the other Member Agencies. . Section 9.7. Notice. Notice of any Member Agency to any other Member Agency shall be given in the manner and to the addresses established in the attached Bylaws for this purpose. EXECUTION OF AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be e~ecuted and attested by their proper officers thereupon duly authorized and their official seals. to be hereto a~fixed on the dates as shown herein. r3ted: I /:1.-5/88 ~p ~ .- ~ --J Kayor, :-Ci ty f u i ATTEST: . -26- PROVED AS TO FORK: . ~ city Attorney, City of Dublin . . Dated: +~ 'f: /"/[1 ATTEST: ~~~~ ,'. yor, City of San Ramon . -27- VU'J\ .&. J. VI nl..U J.,J~..)v ilL:. I L:.I\I.) I nn V L:., 1\ 1 Dtl\.l!\(l(,) 1 LV. rHA N~ OlU JOl qqOl r. U ( / Ul;l .~ FIRST AMENDMENT TO Jo:tN'J;' .EXERCISE OF POWERS AG~N'I'I nOOG~TY REGIONAL FIRE AUTRORXTY . THIS AGREEMENT is eni:.Ared ini:c hQi:wQQn t:hQ City of Dublin and the City of San Ramon, being the Member Agencie5 signatory to the Joint Exercise of Powers Agreement/Dougherty Regional Fire Authority. THIS FIRST AMENDMENT to the Joint Exercise of Powers Agreement/Dougherty Regional Fire Authority is entered into as of tho da1=.Q of approval by the city of Dublin or the city of San Ramon, whichever ocours later. I'I' IS HERESY ACImED bat.wQGn 'Che. city of Dublin and thQ City of San RaJl\on that the Joint Exercise of Powers Agreement/Dougherty Regional Fire Authority shall De amen~e~ ~~ ~ollow~; . 1. Dele~e seotion 5.4. Caoit~l Acquisition and ReDlac~m~ht EYnd . 2. Ad~ new Section 5.4, to read as fO~~OW5~ tlsection 5.4. caoital Acquisition and Replacement Fundi. The Board of Directors shall create a capital acquisition an~ rep1acement ~und (Hcapital fund") for the purpose of creAtinq a fund.for replaoQmQnt anQ aoquis~tion of capital equ~pment and property. Eaoh Agency shall tranSfQr its share of the capital replacement and acquisition fund reoeived from the Dublin san Ramon Servioes Ois~ict into ~e capital fund and shall annua12y pay into said fund its proportionate share of capital replacement costs, as provided in Section 6.3. Any fire,connection fees imposed for capital improvements shall be deposited in the capita1. 2amendl..jpa December 2, 1988 ;.r 1 EXHIBIT 2 JUN~11-97 WED 15:40 MEYERS,NAVt,~lHACK&~lLV, rHX N~ OlU JOl 44DI I, VUI U\J . fund (and shall b~ accountad for on the basis of oriqination by Member Aqency) and shall be USQQ for capital replacament and acqui::sitions.lI EXCEP'I' AS EXPRESSLY AMENDED herl!!in, the Joint Exercise" of" powers Aqreement/Dougherty Regional Fire Authority shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto nave caused this First Amendment to Agreement to be executed and attested bY their proper offiecrs ~erGuPQrt duly au~hori2~d and their official seals to be he~eto affixed on the dates as shown herein. Da i:.ed : December 12, 1988 c; ~. rLt~O f nt ~ Mayor, ci of Dublin . AT'l'ES'l': '\2bJ-..-J.- C. ~ city Clerk, city of Dublin '\ y:;:r:;;'L City Attorney, Ci-ey of Oubl1n (Signatures continued en nexc page.) . 2 amendJ... j pa DeQember 2, ~9SS :J...'f 2 JUN-11-8f W~U Ib:41 M~YE~S,NAV~,~I~ACK&SILV, " ~ Dated: ).J...,~~ /b. /198' I A'l"l'ESTi 2amend~.jpa DeCember 2 t 1988 ,30 rAX NO. blU Jbl 44el P. U8/U8 .- :3 ;7 . . . , ,;. ~ . ~ . RESOLUTION NO. - 97 A RESOLlITION OF THE CITY OF DUBLIN *****ltll:lt****** A RESOLl.ITlON AMENDING JOINT EXERCISE OF POWERS AGREEMENT I DOUCHERTY REGIONAL FIRE AUTHORITY WHEREAS, by Resolution No. 88-15. the City Council approved the "Joint Exercise of Powers Agrc:c:mcnt/Dougheny Regional Fire Authority," which was subsequently executed by the Mayor; WHEREAS, the "Joint Exercise of Powers Agreement/Dougheny Regional Fire . Authority" can be a.mended, as provided 1n Section 9.4 of said Agreement upon approval of the City Councils of the Cities of Dublin and San Ramon; and v\THEREAS. the City Councils of the Cities of Dublin and San Ramon approved uu: "Fir~L Amendment to Joint Exercise of Powers AgreementJDougherty. Regional Fire AUlhority," effective December 15, 1988; WHEREAS, the City Manager has presented to the Council and has recummended approval Of the "Second J\rnendment to Joint Exercise of Powers AgreementIDougherty Regional Fire Authority/' a. copy of which is attached hereto as Exhibit A; and . ..., 1 31 EXHIBIT 4 .... ... ,;; WHEREAS, the Council is familiar with the contents of Exhibit A; . NOW, THBREFORE. Dublin City Council does hereby approve: the "Second Amendment to Dougherty Regional Fire Authority Joint Exercise of Powers Agreement" and authorizes the Mayor to execute said Amendment. PASSED. APPROVED AND ADOPTED this _th day of AYES: NOES: ABSENT: . 1997. Mayor . ATTEST: City Oerk . 2 )~ ./ .. ~ . SECOND AMENDMENT TO DOUGHERTY REGIONAL FIRE AUTHORITY JOINT EXERCISE OF POWERS A~REEMENT This is the Second Amendment to the Joint Exercise of Powers Agreement (which, together with the First Amendment thereto is referred to as "JEPA") entered into between the cities of San Ramon and Dublin to create the Dougherty Regional Fire Authority (hereinafter referred to as "Authority") The city of San Ramon has elected to exercise its right under Paragraph 8.1 of the JEPA to terminate the JEPA and the Authority effective June 3D, 1997. Paragraph 8.1 of the JEPA provides that: "Upon termina- tion, any obligation of the Authority which continues following termination shall be borne by the Member Agencies based on the . percentage determined pursuant to paragraph 8.3" However, in the course of planning for termination of the Authority, the Board of Directors has determined that the obligation of the Authority to provide medical benefits to its retired employees can be best met by continuing the Authority in existence for limited pu:r:p.oses beyond June 3D, 1997. This will allow the Authority to maintain the contractual relationship with the public Employees Retirement System through which these medical benefits are currently provided. The purpose of this amendment is to allow for continua- tion of the Authority beyond June 3D, 1997, for the limited purposes of winding up the affairs of the Authority as set forth herein. IT IS AGREED as follows: . 1 ~, EXHIBIT 3 1. Term. This Second Amendment shall become effective when approved by both the city of Dublin and the city of San Ramon and shall remain in effect until terminated pursuant to Article VIII of the JEPA. 2. continuation of Authori tv . Neither the JEPA nor the Authority shall terminate on June 30, 1997,as a result of the notice of termination given by the city of San Ramon on June 27, 1996, but shall continue in effect for the limited purposes set forth in this Second Amendment. 3. Administration of Authoritv. 3.1 Governinq Board. commencing July 1, 1997, the Authority shall be administered by a Board of Directors consisting of the city Managers of the cities of San Ramon and Dublin. The Board shall meet as needed but at least once each year and shall receive no compensation from the Authority with the exception of reimbursement for reasonable and necessary expenses incurred in performance of their duties. Any action by the.Board requires the concurrence of both members. A guo~um consists of both mem~ers. All meetings of the Board shall be conducted in accordance with the Ralph M. Brown Act. 3 . 2 Officers. The Management Cornrni ttee is abolished effective July 1, 1997. The offices of Secretary and Controller/Treasurer shall be filled as designated by the Bylaws. 3.3 Emplovees. Effective July 1, 1997, the Authority shall have no employees. 4. Powers of the Authori tv. The Board o.f Directors 2 3'1 . . . . . . shall have the following specific powers and no others, beginning July 1, 1997: 4.1 To wind up the affairs of the Authority; 4.2 To perform any contractual obligations of the Authority existing on June 30, 1997; 4.3 To make and administer contracts which provide medical benefits to retired employees of the Authority; 4.4 To process and act upon worker compensation claims filed with the Authority or to contract for the processing of such claims; 4.5 To sue and be sued in its own name; and 4. 6 To retain legal counselor other consultants to assist in carrying out the powers authorized under this paragraph. 5. Disposi tion of Personal Propertv Owned bv Authori tv. Personal property assets, however and whenever acquired, held by the Authority on June 30, 1997, shall be distributed as follows: All vehicles, tools, equipment and supplies considered by the San Ramon Valley Fire Protection District as necessary to serve its newly acquired service area shall be distributed to the city of San Ramon for transfer to the San Ramon Valley Fire Protection District. Likewise, all vehicles, tools, equipment and supplies considered by the Alameda County Fire Protection District as necessary to serve its newly acquired service area shall be distributed to the City of Dublin for use by the Alameda County Fire Protection District. All vehicles, tools, equipment and supplies unclaimed by 3 '15 the San Ramon Valley Fire Protection District or the city of Dublin on behalf of the Alameda County Fire Protection District without ~ resolution of the conflicting claims by June 30, 1997 shall be offered for sale to the below-listed agencies in the following order: a. Alameda County Fire Protection District/San Ramon Valley Fire Protection District. b. Cities of San Ramon and Dublin. c. Any other governmental agency. All remaining items not distributed or purchased as provided above shall be sold at public auction with sales proceeds distributed in accordance with the JEPA provisions relating to distribution of cash. This paragraph shall not affect distribution of Authority real property and improvements, all of which continue to be governed by applicable provisions of the JEPA and by Paragraph 6 below. ~ 6 . Disposition of Real Propertv Owned bv Authori tv. Section 8.3 of the JEPA provides that on termination of the Authority, title to any real property conveyed to the Authority by either city be transferred back to that city. Additional real property has been acquired subsequent to creation of the Authority. It is intended that such real property be treated the same as the original real property referenced in section 8.3 of the JEPA with the result that title to all real property and improvements thereon shall be transferred by the Authority on or before June 30, 1997, ~ 4 :;' . . . .- to the city in which such real property is located. 7. Allocation of Operatinq Costs for FY 1996-97. Not- withstanding section 6.3(b) of the JEPA, the cost of any performance pay bonuses given during FY 1996-97 and any costs associated with the Board's action on April 21, 1997 approving amendment of its contract with the Public Employees Retirement System to provide additional service credit options pursuant to Government Code SS20903 and 20903.5 for the Battalion Chief/Fire Marshal (Fire prevention Division) and the Battalion Chief (Operations Division) positions shall be paid by the city of San Ramon. 8. Battalion Chief Incremental Cost. . The city of San Ramon shall reimburse the City of Dublin for the "incremental cost" incurred and paid by the city of Dublin in its contract with the County of Alameda for provision of fire service (the "Dublin Fire contract") for payment of compensation to Battalion Chief T. J. Welch as follows: During the first five years of the Dublin Fire contract, San Ramon shall reimburse Dublin in the amount of 50% of the "incremental cost;" during the second five years of the Dublin Fire Contract, San Ramon shall reimburse Dublin in the amount of 100% of the "incremental cost;" and during the following five years of the Dublin Fire Contract, Dublin shall be responsible for 100% of the "incremental cost." As used herein, the incremental cost" shall mean 27% of T.J. Welch's total compensation ,as a Battalion Chief with the Alameda County Fire District until such time that the Alameda County Fire District forms a third battalion or T.J. 5 '71 Welch moves into another position other than the position he will hold on July 1, 1997. San Ramon shall reimburse Dublin within 30 ~ days of submission by Dublin of an invoice for such costs. 9. Conflicts Between JEPA and Second Amendment. In the event of any conflict, express or implied, between this Second Amendment and the JEPA, the provisions of this Second Amendment shall prevail. IN WITNESS WHEREOF, the parties have executed this Second Amendment on the dates indicated below. CITY OF SAN RAMON Dated: By: PATRICIA BOOM, Mayor APPROVED AS TO FORM: ATTEST: ~ BOB SAXE, city Attorney JUDY MACFARLANE, city Clerk CITY OF DUBLIN Dated: By: GUY HOUSTON, Mayor APPROVED AS TO FORM: ATTEST: ELIZABETH H. SILVER City Attorney KAY KECK, City Clerk ramon19.doc/md ~ 6 3r