HomeMy WebLinkAbout95-40 - Joint Powers Agreement for Orange County 800 Megahertz Communications SystemRESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COSTA MESA, CALIFORNIA, APPROVING THE JOINT
POWERS AGREEMENT FOR THE ESTABLISHMENT OF THE
ORANGE COUNTY 800 MEGAHERTZ COMMUNICATIONS
SYSTEM.
THE CITY COUNCIL OF THE CITY OF COSTA MESA DOES HEREBY RESOLVE
AS FOLLOWS:
WHEREAS, the public agencies of the City of Costa Mesa, County of Orange, and other
cities of the County of Orange ("Member Agencies") desire to cooperate with each other to
exercise some or all of their powers to establish a regional law enforcement/public works/fire
communications system in the manner set forth in the Joint Powers Agreement attached as
Exhibit A and incorporated herein; and
WHEREAS, the Member Agencies have and possess the power and authorization to
finance, acquire, and maintain a public law enforcement/public works/fire communications
system for the benefit of the lands and inhabitants within their respective boundaries; and
WHEREAS, the Member Agencies propose to join together to establish, operate, and
maintain a cooperative program of management for a law enforcement/public works/fire
communications system for the benefit of their respective lands and inhabitants; and
WHEREAS, it is in the public interest to provide a means by which other public agencies
acquire a law enforcement/public works/fire communication system for the benefit of their
respective lands and inhabitants; and
WHEREAS, the Member Agencies have the authority to establish such regional law
enforcement/public works/fire communication system as a joint powers agency pursuant to
California Government Code Section 6500 et seq.
WHEREAS, the City of Costa Mesa agrees to participate as a Member Agency on
condition that the guarantee for funding by an intercept of Orange County's Proposition 172
funds is approved by the Bankruptcy Court, and the assignment of the Motorola contract by
Orange County not be accepted by the joint powers authority created by this resolution until all
monies in the Trust Fund to purchase the system held by Orange County are released to the
Member Agencies.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Costa
Mesa, California, pursuant to the aforesaid authority, does hereby adopt the Joint Powers
Agreement, attached hereto as Exhibit A and incorporated herein, and authorize the Mayor to
execute the Joint Powers Agreement.
BE IT FURTHER RESOLVED that the Mayor, Joe Erickson, is appointed as a member
and Vince Whelan, Communications Director, as the alternate member of the Board of the
Orange County 800 Megahertz Communication System established by the Joint Powers
Agreement.
PASSED AND ADOPTED this 15th day of May, 1995.
EvVU:-kw
Deputy Ci Clerk of theCity of Costa Mesa
, 10— e" �- L -
M 14 r of the City of Costa Mesa
A ROVED AS TO FORM
C -1 -sr
CITY ATTORNEY
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
CITY OF COSTA MESA )
I, MARY T. ELLIOTT, Deputy City Clerk and ex -officio Clerk of the City Council of
the City of Costa Mesa, hereby certify that the above and foregoing Resolution No. ?5--4o
was duly and regularly passed and adopted by the said City Council at a regular meeting thereof
held on the 15th day of May, 1995, by the following roll call vote:
AYES: Erickson, Buffa, Hornbuckle, Genis, Monahan
NOES: None
ABSENT: None
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the City
of Costa Mesa this 16th day of May, 1995.
Deputy Cit# Clerk and ex -officio Clerk of
the City Council of the City of Costa Mesa
EXHIBIT A
JOINT POWERS AGREEMENT
FOR THE
ORANGE COUNTY 800 MEGAHERTZ COMMUNICATIONS SYSTEM
This Joint Powers Agreement For The Orange County 800
Megahertz Communications System ("Agreement") is made this
day of , 1995 by and among the following public entities
(collectively, the "members"); the signatory cities listed on the
signature pages of this Agreement (collectively, the "Cities") and
the COUNTY OF ORANGE (the "County").
A. In accordance with the terms of certain agreements by and
among the County and the Cities, the County currently operates a
coordinated law enforcement/public works/fire radio communications
system (the "Existing CCCS").
B. The County and the Cities have determined that current
law enforcement/public works/fire radio communication requirements
indicate that the Existing CCCS must be replaced with an 800
Megahertz coordinated law enforcement/public works/fire radio
communications system (the "800 MHz CCCS"). The County and Cities
have also determined that the public need for the 800 MHz CCCS is
immediate.
Bon MHz JVA 3/73/95 1.
C. Cities and County have further determined that the most
appropriate and expeditious method to achieve their goals with
respect to the purchase, financing, administration, technical
operation and related matters of the 800 MHz CCCS is the creation
of a joint power entity.
D. Each member is a public agency as defined by Government
Code Section 6500 et. seq. and is authorized and empowered to
contract for the joint exercise of powers common to each member.
E. The members now wish to jointly exercise their powers to
provide for financing, purchase, maintenance support, technical
operation, implementation, training of and for an 800 MHz CCCS and
related and incidental services, including but not limited to,
creation, development, ownership and operation of programs,
facilities, and funds therefor through the establishment of the
"Orange County 800 MHz CCCS" (the "Authority").
F. The members hereby acknowledge that operation and control
of the 800 MHz CCCS is licensed by the Federal Communications
Commission ("FCC") to the County and shall remain with the County
at all times.
NOW, THEREFORE, the members agree as follows:
800 MHz JPA 3/23/95 z.
AGREEMENT
ARTICLE I.
POWERS AND PURPOSES
1. Authority Created. The Authority is formed by this
Agreement pursuant to the provisions of Article 1, Chapter 5,
Division 7, Title 1 (commencing with Section 6500) of the Govern -
meet Code of the State of California. The Authority shall be a
public entity separate from the parties hereto and, except as
otherwise provided herein, its debts, liabilities and obligations
shall not be the debts, liabilities and obligations of its members.
•
Each member individually has the statutory ability to provide law
enforcement/public works/fire radio communications services and
related and incidental services as well as providing facilities and
personnel for such services. The purpose of this Agreement is to
jointly exercise in a coordinated fashion the foregoing common
powers in the manner set forth herein.
formed as of
The Authority shall be
, 1995, or such later date as agreed to
in writing by all the members ( the "Effective Date") , provided that
the Authority has met the insurance requirements set forth in
Article VI, Paragraph 4(d) below.
600 TSHz JPA 3/23/95 3.
4. Pis,. Pursuant to and to the extent required by
Government Code Section 6509, the Authority shall be restricted in
the exercise of its powers in the same manner as is a general law
city. The Authority shall have the power to do any of the
following in its own name:
(a) To exercise the common powers of its members in the
selection, purchase and financing of the 800 MHz
CCCS. The Authority shall also have the power to
authorize and implement any and all necessary
and/or appropriate support for the 800 MHz CCCS.
(b) To deposit and hold funds for the 800 MHz CCCS.
(c) To establish a collateralization of revenue inter-
cept option for assuring financing of the 800 MHz
CCCS.
(d) To establish a cost allocation method for equitably
allocating 800 MHz CCCS costs and expenses to all
City/County members participating in the system.
(e) To establish a payment schedule that assures up-
front capitalization by City members and County
payments at end of system implementation.
(f) To establish a master agreement/sublease agreement
that individually includes each member's equipment,
financial commitment, and payment plan with respect
to the 800 MHz CCCS.
600 nHz JPA 3/23/95 4
(g) To establish financing mechanisms for the 800 MHz
CCCS.
(h) To coordinate and negotiate with the County regard-
ing the County's acquisition and construction of
radio transmission sites (towers and buildings) for
the 800 MHz CCCS.
(i) To accept assignment by the County of contract(s)
of purchase for the 800 MHz CCCS between the County
and Motorola and establish a mechanism to pay all
Motorola invoices for the 800 MHz CCCS as due and
to establish an appropriate mechanism for the
inventory and distribution of inventory for the 800
MHz CCCS.
(j) To make and enter into contracts including con-
tracts with its members.
(k) To purchase, acquire, lease, sublease, hold and
dispose of equipment.
(1) To incur debts, liabilities, or obligations, pro-
vided that all banded indebtedness, or other long
term debt financing, and all long term lease or
sublease obligations incurred in connection with
the issuance of certificates of participation or
otherwise shall require the prior consent of the
members as set out in Article IV hereof.
(m) To sue and be sued in its own name.
600 MHz JPA 3/23/95 5.
(n)
To negotiate, enter into and use (subject to
the
provisions of Article IV hereof) any and all
fi-
nancing mechanisms available including, but
not
limited to, pledges and granting of security inter-
ests in and to real and personal property of
the
Authority's.
(o)
To support the operation, maintenance, repair,
and
management of new or existing facilities or por-
tions of facilities, essential to the development
and implementation of the 800 MHz CCCS.
(p)
To purchase insurance or to self insure and
to
contract for risk management services.
{q)
To exercise such additional powers as otherwise
permitted under the Joint Exercise of Pouters
statutes (Articles 1 through 4, commencing with
Section 6500, of Chapter 5, Division 7, Title 1
of
the Government Code, as amended) and which are
necessary or appropriate to the accomplishment of
the purposes of this Agreement.
5.AaginSfTAXe
S.In no event shall the
Authority have the power to implement, levy or institute any tax or
taxes.
809 MHz JPA 3/23/95 6.
ARTICLE II.
ORGANIZATION
1. Membership. The members of the Authority shall be the
original parties hereto which have not withdrawn from the Authori-
ty, and such other cities and public entities as may join the
Authority with the approval of the members after execution of this
Agreement. New members may join on the terms and conditions set
out in Article VTI hereof.
2- Before the Effective Date,
each member by resolution of its governing body shall designate and
select one representative to act as its director on the Authority
Board of Directors (the "Board"), except the County who dhall have
two (2) representatives to act as its directors: (i) the elected
Sheriff (or his selected representative) and (ii) one other
representative selected by the Board of Supervisors. Except for
the Sheriff who shall be a permanent director of the Board, each
director shall hold office from the first meeting of the Board
after selection by the member's governing body for a term of four
(4) years or for a lesser term as determined under Paragraph 4(a)
of Article II, or until the selection of a successor by the
appointing body. Each member shall also select an alternate to act
in each director's absence. Except for the Sheriff's alternate who
shall be selected by the Sheriff, each alternate shall be selected
by the governing board of the member. Except for the Sheriff who
800 MHz JPA 3/23/95 7.
shall be a permanent director of the Board, each director and
alternate shall serve at the pleasure of his or her selecting body
and may be removed at any time, with or without cause, at the sole
discretion of that appointing body. Any vacancy shall be filled in
the same manner as the original selection of a director and/or
alternate. No director or alternate will receive compensation
from the Authority for his or her services. With approval of the
Board, a director or alternate may be reimbursed for reasonable
expenses incurred in the conduct of the business of the Authority.
3. The principal office of the Authority
shall be the Orange County Chief Executive Officer's headquarters
or as may be otherwise designated by the Authority from time
to time.
A. Meeting.
(a) The first and organizational meeting of the
Authority shall be held at its principal office on the Effective
Date. At that meeting, the Board may determine whether to adopt a
rotation system of two (2) and four (4) year terms to provide for
increased continuity on the Board and shall classify themselves
into any groups selected.
(b) The Board shall meet at ,the principal office of the
Authority or at such other place as may be designated by
the Board. The time and place of the regular meetings of
600 MSI JPA ]/2]/95 8.
the Board shall be determined by resolution adopted by
the Board, and a copy of such resolution shall be
furnished to each party hereto; provided that the Board
shall have at least one regular meeting during each
fiscal year. All Board meetings, including regular,
adjourned and special meetings, shall be called, noticed
and held in accordance with the Ralph M. Brown Act,
Section 54950, et seq. of the Government Code ( the "Brown
Act") as it may be amended from time to time.
5. Chlorum; Voting. A majority of the total number of
directors shall constitute a quorum for the purpose of the
transaction of business relating to the Authority. Each director,
or alternate in the absence of any voting director, shall be
entitled to one vote except for the two representatives for the
County, each of whom shall be entitled to six (6) votes so that the
County as a whole shall have twelve (12) votes. Unless otherwise
provided herein, a vote of a majority of the votes cast by those
present and qualified to vote shall be sufficient for the adoption
of any motion, resolution or order and to take any other action
deemed appropriate to carry forward the objectives of the Authori-
ty.
6• Ezecutime
committee. At
its first
meeting, the
Board
shall elect
from among its members an
Executive
Committee of
seven
(7) members, two of which shall be the same representatives for the
500 MHz JPA 3/23/95 9.
County described above in Paragraph 2 of this Article II, and shall
designate the functions to be performed by the Executive Committee,
as allowed by law. Notwithstanding the weighted vote granted to
the County's representatives under Article II, Paragraph 5 above,
for purposes of voting on Executive Committee matters only, each
member of the Executive Committee shall be entitled to one vote.
7.IS-ic -a. At its first meeting, the Board shall elect
from among its members a chair and vice -chair and thereafter at the
first meeting in each succeeding fiscal year the Board shall elect
or re-elect a chair and vice -chair. In the event that the chair or
vice -chair ceases to be a director, the resulting vacancy shall be
filled in the same manner at the next regular meeting of the Board
held after such vacancy occurs. In the absence or inability of the
chair to act, the vice -chair shall act as chair. The chair, or in
his or her absence the vice -chair, shall preside at and conduct all
meetings of the Board. The Board shall appoint a secretary to the
Authority who may be a member of the Board or an empldyee of a
member. The chair, vice -chair and secretary each shall hold office
for a period of one (1) year.
B. MinUte-S. The secretary of the Authority shall provide
notice of, prepare and post agendas for and keep minutes of
regular, adjourned regular, special meetings of the Board and
meetings of the Executive Committee and shall cause a copy of such
minutes to be forwarded to each director. The secretary will
BCD MHz JPA 3/23/95 10,
otherwise perform the duties necessary to ensure compliance with
the Brown Act and other applicable rules or regulations.
9. Rules. The Board may adopt from time to time such
bylaws, rules and regulations for the conduct of its affairs that
are not in conflict with this Agreement, as it may deem necessary.
10. Fiscal_Year. The Authority's fiscal year shall commence
on July 1 of each year, or in the year of its formation, the
Effective Date, to and including the following June 30.
11. Assent of Members. The assent or approval of a member in
any matter requiring the approval of the governing body of the
member shall be evidenced by a certified copy of the resolution of
the governing body filed with the Authority.
12. Committees. The Board may establish standing or ad hoc
committees or subcommittees composed of Board members, staff and/or
the public to make recommendations on specific matters.
(a) Pursuant to Government Code Sections 5505.5 and
6505.6, the Board shall appoint an officer or employee of the
Board, an officer or employee of a member public agency or a
certified public accountant to hold the offices of treasurer and
auditor for the Authority. Such person or persons shall possess the
SOO MHz JPA 3/23/45 11.
Powers of and shall perform the treasurer and auditor functions for
the Authority required by Government Code Sections 6505, 6505.5,
and 6505.6, including any subsequent amendments thereto. Pursuant
to Government Code Section 6505.1, the secretary and the auditor
and treasurer shall have charge of certain property of the
Authority. The treasurer and auditor shall assure that there shall
be strict accountability of all funds and repoirting of all receipts
and disbursements of the Authority. The treasurer, auditor and
secretary shall be required to file an official bond with the Board
in an amount which shall be established by the Board. Should the
existing bond or bonds of any such officer be extended to cover the
obligations provided herein, said bond shall be the official bond
required herein. The premiums on any such bonds attributable to
the coverage required herein shall be appropriate expenses of the
Authority.
(b) The Board shall appoint general counsel and special
counsel to the Authority to serve as necessary.
(c) The Board may contract with a member to provide
necessary administrative services to the Authority as appropriate.
Any administrative duties also may rotate from year to year.
BOD MHz JPA 3/23/95 12
ARTICLE III,
TRANSFER OF EXISTING CCCS OPERATIONS
1 • Trannfer, Assignment _orJ,enSe of Count y Ascots encs
Liabilities. As of the Effective Date, the County
shall transfer, assign, or lease to the Authority such tangible and
intangible assets and liabilities, if any, and shall receive such
monetary credit, if any, for such transfer and assignment (the
"Asset Transfer"), as are more particularly set forth in Exhibit
"A" attached hereto and incorporated herein.
2. Authority Asratimption of Liability. In further
consideration for the Asset Transfer, the Authority shall assume
responsibility for any and all loss, litigation, liability, injury,
damage, claim, demand, and tort or workers compensation incidents
that occur on or after the Effective Date. The County shall retain
responsibility and liability for any and all such incidents that
occur prior to the Effective Date and shall retain all risk
management reserves that have been set aside for such prior
incidents.
ARTICLE IV.
FUNDING OF 800 MHz CCCS OPERATIONS
1. QeneraI B�ldgQt,
Within sixty
(60)
days after the
first
meeting of the Board,
a general budget
for
the first fiscal
year
800 MHz JPA 3/23/95 13.
shall be adopted by the vote of a majority of the votes cast at a
meeting of the Board. The initial budget and each succeeding
budget shall include, but not be limited to, the following: (a)
the general administrative expenses, debt, loan and financing costs
and expenses, operating expenses and necessary reserves of the
Authority to be incurred during the period covered by the budget;
and (b) the allocation of costs among the members of the Authority
in the amounts necessary to cover the budget items set out in 1(a)
above. Thereafter, at or prior to the last meeting of the Board
for each fiscal year, a general budget shall be adopted for the
ensuing fiscal year or years by a vote of at least a majority of
the votes cast at a meeting of the Board. An annual year end
written budget performance report shall be presented by the
treasurer and/or auditor (selected under Article II, ParAgraph 13,
of this Agreement) to the Board.
Z' All expenditures
within the designations and limitations of the approved general
budget shall be made on the authorization of the Board for general
budget expenditures without further action. No expenditures in
excess of those budgeted shall be made without the approval of a
majority of the votes cast at a meeting of the Board.
Attached hereto as Exhibit "B" and
incorporated herein is a list of all of the members of the
Authority with their respective percentage interest contribution
responsibility for the Authority's annual budget. Also set forth
HDD MHz JPA 3/23/95 14
in Exhibit "B" is the formula used by the Authority to determine
each member's percentage contribution.
(a) Payments
(1) Billing. As part of its annual budget process,
the Authority shall determine, prepare and send bills to members
for amounts owing from its members. The Authority may also from
time to time determine, prepare and send bill's to members for any
other amount due from the members to the Authority, including, but
not limited to, amounts due the Authority under any lease or
sublease between the Authority and a member or members. Such
amounts are due and payable within sixty (60) days of receipt of a
billing therefor.
(2) The County receives
certain monies pursuant to the provisions of Proposition 172 (Govt.
Code Sec. 30051 et seq.) ("Prop. 172 Funds") for some of the
Authority's members, including the County. In the event that a
member receiving Prop. 172 Funds fails to timely pay any bill it
receives from the Authority including, but not limited to any bill
pursuant to Paragraph 3(a)(1) above or any bill for amounts due the
Authority under any lease or sublease between the Authority and
said member, then said defaulting member hereby directs and
instructs the County to pay to the Authority such Prop. 172 Funds
held by the County on its behalf, if any, in an amount up to and
including the amount of said bill or said lease or sublease
payment, as applicable. In the event the defaulting member is the
County, the Authority shall make demand on the County and the
County shall pay to the Authority such Prop. 172 Funds held by the
County in an amount up to and including the amount of said bill or
800 HUM JPA 3/23/95 i5.
said lease or sublease payment as applicable. Each member agrees
to promptly execute and deliver to the Authority such additional
documentation in reasonable form as may be necessary or appropriate
to further carry out and implement the intent and goals of this
Paragraph 3(a)(2).
(b) FailuCe to pay. In the event'any member fails to
timely make any payment due under this Agreement or under any lease
or sublease entered into with the Authority, said member shall be
in default under this Agreement if said failure continues uncured
for thirty (30) days after receiving written notice from the
Authority specifying said unpaid amount. In the event a member is
in default under this Agreement (the "defaulted member") said
defaulted member's right to vote under this Agreement' shall be
suspended until said default is cured or remediated. Notwithstand-
ing the foregoing, a defaulted member shall remain liable for all
of its obligations under this Agreement and any such lease or
sublease and to the Authority, including, but not limited to its
proportional share of any indebtedness of the Authority. Nothing
in this paragraph shall be construed as the Authority's exclusive
remedy for the remediation of defaults by its members and the
Authority reserves the right to pursue any and all available rights
and remedies at law or in equity.
4' Prior to any Authority
resolution authorizing the issuance of any bonded indebtedness,
each member shall approve any bonded indebtedness to be incurred by
the Authority. Any withdrawing member under Article Vii shall
8DD MHz ZPA 3/23/45 16.
remain responsible for payment (as provided in said Article VII) of
its proportional share of any bonded indebtedness it has approved.
As used herein, "bonded indebtedness" does not include short-term
tax anticipation notes with a one-year (or shorter) term which the
Authority may authorize by a majority vote of all of the directors
of the Board.
ARTICLE V.
ACCOUNTING AND AUDITS
1. Accounting ProCad u_es. Full books and accounts shall be
maintained for the Authority in accordance with practices estab-
lished by, or consistent with, those utilized by the Controller of
the State of California for like public entities. In particular,
the Authority's auditor and treasurer shall comply strictly with
requirements governing joint powers agencies, Article 1, Chapter 5,
Division 7, Title 1 of the Government Code of the State of
California (commencing with Section 6500).
2. Audi . The records and accounts of the Authority shall
be audited annually by an independent certified public accountant
and copies of the audited financial reports, with the opinion of
the independent certified public accountant, shall be filed with
the County Auditor, the State Controller and each member within
four (4) months of the end of the fiscal year under examination.
600 MHz JPA 3/23/95 17.
ARTICLE VI.
PROPERTY RIGHTS
1. Project Facilities_ and Pronerty. On and after the
Effective Date, all real and personal property, including but not
limited to, facilities constructed, installed, acquired or leased
by the Authority, apparatus and equipment, 'personnel and other
records and any and all reserve funds shall be held in the name of
the Authority for the benefit of the members of the Authority in
accordance with the terms of this Agreement.
Z• The Authority
may vote to terminate this Agreement, or termination will occur if
only one member is left in the Authority. In this regard, if a
majority of the total number of votes of the members vote to
terminate the Authority, a similar vote shall then be taken to
determine the party (which may be a non-member) to oversee the
disposition and winding up of the business, assets and liabilities
of the Authority. If termination occurs, all surplus money and
property of the Authority shall be conveyed or distributed to each
member in proportion to all funds provided to the Authority by that
member on behalf of that member during its membership. Each member
shall execute any instruments of conveyance necessary to effectuate
such distribution or transfer. Notwithstanding the foregoing, the
Authority may not terminate or dissolve without providing for the
transfer, assignment, satisfaction or other disposition of all of
its obligations under any leases or subleases entered into in
connection with financing the 800 MHz CCCS.
Sao MHz JPA 3/23/9$ 18 •
3. Lia'hi 1 i ti ps. Except as otherwise provided herein, the
debts, liabilities and obligations of the Authority shall be the
debts, liabilities or obligations of the Authority alone and not of
the parties of this Agreement.
(a) From and after the Effective 'Date, the Authority
shall defend, indemnify and hold harmless each of the members and
their respective officers, employees, agents and representatives
with respect to any loss, damage, injury, claim, demand, litigation
or liability and all expenses and costs relating thereto (including
attorneys' fees) arising out of or in any way related to the
performance of services by the Authority pursuant to this Agree-
ment.
(b) From and after the Effective Date, the Authority
shall defend, indemnify and hold harmless each of the members and
their respective officers, employees, agents and representatives
with respect to any loss, damage, injury, claim, demand, litigation
or liability and all expenses and costs relating thereto (including
attorneys' fees) arising out of or in any way related to any
contract or agreement assumed by or otherwise transferred to the
Authority.
(c) From and after the Effective Date, the Authority
shall defend, indemnify and hold harmless each member and their
respective officers, employees, agents and representatives with
respect to any loss, damage, injury, claim, demand, litigation or
8U0 MHx JPA 3/23/95 19.
liability and all expenses and costs relating thereto (including
attorneys' fees) arising out of or in any way related to any asset
transferred to and accepted by the Authority, including but not
limited to real property, personal property, equipment and
apparatus.
(d) From and after the Effective 'Date, the Authority
shall maintain during the term of this Agreement, workers compensa-
tion insurance as required by law and, in addition, general
comprehensive liability insurance in the minimum limit of
$5,000,000 combined single limit per occurrence and annual
aggregate. Each of the Authority members shall be named as an
additional insured on the general comprehensive liability policy.
Alternatively, the Authority may self -insure. Prior to the
Effective Date, the Authority shall provide the County with
certificates of insurance or proof of self insurance evidencing the
coverage referred to in this Paragraph 4(d). Such insurance is a
condition precedent to performance under this Agreement, and until
the Authority obtains insurance as provided for in this Paragraph
4(d), performance under this Agreement is excused and no member
shall have any right against any other member in equity or law.
(e) Notwithstanding Article VI, Paragraph 4, the members
agree that no immunity available to the members under state or
federal law or regulation shall be waived with respect to any third
party claim.
80❑ MHz JPA 3/23/95 20.
5.
(a) i,ense of 800 MHz CCCS. Ownership of the 800 MHz
CCCS shall remain in Authority as specified in
Article VI, Paragraph 1. Authority shall lease the
800 MHz CCCS to County and provide access to the
800 MHz CCCS as is necessary for County to perform
its obligations hereof (the "Lease").
(b) Responsibility of Coun-ty.
with respect to the 800 MHz CCCS, County shall:
(1) manage and perform the day -to --day administra-
tive and technical operations of the 800 MHz
CCCS, including but not limited to, operating
and maintaining the 800 MHz CCCS and assuring
compliance with the Communications Act of
1934, as amended (the "Communications Act")
and all state or local rules, regulations and
policies of other governmental agencies with
authority over the County and/or the 800 MHz
CCCS, as such laws, rules, regulations and
policies are in effect from time to time;
(2) fulfill all duties and obligations of an FCC
licensee;
(3) exercise all reasonable efforts to keep in
full force and effect its FCC licenses and not
take any action, or permit any action to be
taken, that would effect a transfer of control
of such FCC licenses;
800 MHz JFA 3/23/95 21.
(4)
prepare [,at the Authority's expense,] and
file with the FCC appropriate license renewal
applications and such other reports, documents
and filings (including but not limited to any
requests for extension of time) as may be
necessary from time to time to keep the FCC
licenses in full force and effect for opera-
tion of the 800 MHz CCCS;
(5)
take all reasonable measures to ensure that
the 800 MHz CCCS is operated in a safe manner
and maintain such facilities and equipment at
a level of efficiency and quality equal to, or
in excess of, industry standards, government
regulations and sound business practice;
(6)
hire and supervise such employees as are
necessary for the fulfillment of its responsi-
bilities hereof;
(7 )
refrain from taking any action, or agreeing to
take any action, that would jeopardize or
hinder the provision of services over the 800
MHz CCCS;
(8)
not enter into any agreement or arrangement
with a third party that conflicts with
Authority's rights hereof;
(9)
not pledge, create, or suffer any lien, mort-
gage or otherwise encumber the 800 MHz CCCS,
nor permit any such encumbrances to attach to
the 800 MHz CCCS; and
8D0 MMI JPA 3/23/95
22.
(10)
keep Authority fully informed on a timely
basis of material events relating to the 800
MHz CCCS, including without limitation, main-
tenance, quality control and outage reports;
FCC orders; and directives and correspondence
with suppliers of the 800 MHz CCCS and compo-
nents thereof.
(c) Responsibility
of Authority
With
respect to the 800 MHz CCCS, Authority shall:
(1)
fully cooperate with County and provide [at no
charge to County) such assistance as may be
reasonably required, to enable County to
fulfill its obligations hereof. In particu-
lar, Authority shall cooperate with the County
in furnishing any information which may be
requested by the FCC in connection with the
operation of the 800 MHz CCCS;
(2)
be responsible for the payment to County of
all expenses incurred internally by County in
the performance of its management obligations
hereof, including but not limited to, reim-
bursement for the reasonable costs of opera-
tion, repair and maintenance of the 800 MHz
CCCS, the expenses of filing applications and
reports with the FCC and other government
agencies and the payment of charges by third
parties for services and equipment relating to
the 800 MHz CCCS. Authority shall remit
BOO nxx JPA 3/23/95
23.
(d)
&OD NUX JPA 3/23/95
payment to County or to such third parties, as
the case may be, within thirty (30) days of
the presentation of invoices by the County;
(3) take reasonable measures to ensure that all of
the 800 MHz CCCS equipment is in good operat-
ing condition and repair at all times;
(4) take reasonable measures to protect the physi-
cal security of the 800 MHz CCCS;
(5) not enter into any agreement or arrangement
with a third party that conflicts with
County's rights hereof;
(6) pay all excise, sales, use, property or other
similar taxes and fees that may be levied by a
governmental authority on the 800 MHz CCCS or
on the services rendered to Authority via the
800 MHz CCCS; and
(7) fully inform County on a timely basis of the
service capacity and industry standard quality
requirements with respect to the 800 MHz CCCS.
Miscellanppun
(1) Term of Leases of 800 MHz Cr_cs. The Lease
shall commence on the Effective Date of this
Agreement as defined in Article I, Paragraph 3
and shall continue, subject to the termination
provisions of Article VI, Paragraph (5)(d)(2),
for a period of [5) years (the "Initial
Term"). The Lease shall continue thereafter
on a year -by -year basis upon terms to be
24.
agreed upon by Authority and County and sub-
ject to each party's right to terminate the
Lease under Article VI, Paragraph (5)(d)(2).
(2) Termination. The Lease may be terminated by
Authority or County at any time upon the non-
performance by the other party of any material
term, covenant or condition of this Agreement
that is not cured within thirty (30) days
after the receipt by such party of written
notice of its breach, provided, however, that
the Lease shall continue in effect for a
period up to twelve (12) months at the elec-
tion of the County if continued access to the
800 MHz CCCS is required to maintain the
provision of the law enforcement/public
works/fire radio communications services
contemplated under this Agreement. Addition-
ally, one year after the Effective Date of
this Agreement, as defined in Article I,
Paragraph 3, either Authority or County, at
its sole discretion and notwithstanding the
[five --year] Initial Term of this Lease, may
terminate this Lease upon twelve (12) months
prior written notice to the other party.
(3) Party Cooperation in Acquiring FCC Approvals.
If any further action is necessary or desir-
able to comply with the requirements of the
FCC, Authority and County will take all such
800 MHz JPA 3/23/95 25.
necessary action including, without limita-
tion, the execution and delivery of such
further instruments and documents or amend-
ments to this Agreement as may reasonably be
acceptable to the FCC.
(4) Authority may
initiate modifications to the 800 MHz CCCS
from time to time [,at the Authority's ex-
pense], subject to the County's express writ-
ten approval of any proposed modifications.
If prior FCC or other regulatory approval of
such modifications is required, the County
shall f, at the Authority's expense,] prepare
an appropriate application, sign and file it
with the FCC. No such modification shall be
implemented prior to the grant of FCC consent.
6' Memh 1. The Authority acknowledges that
any equipment purchased by a member in conjunction with or relating
to the 800 MHz CCCS which is owned by said member free and clear of
any claim, lien or interest of the Authority's shall be an asset of
said member and not of the Authority's.
ARTICLE VII.
WITHDRAWAL AND ADDITION OF MEMBERS
1.
No member may withdraw its participa-
tion in the Authority for three (3) years from the Effective bate,
800 MHz JPA 3/23/95 26.
or three (3) years from the date on which it initially becomes a
member. After that three (3) year period, any withdrawing member
may give twelve (12) months prior written notice to the Authority
and its members together with such other notices, if any, as are
required by laws then in effect, of its election to withdraw as of
the end of that twelve (12) month notice period. Notwithstanding
any written notice by a member to withdraw from the Authority, said
election to withdraw shall be effective at the end of the twelve
(12) month notice period if, and only if, the withdrawing member
has prepaid in full to the Authority an amount equal to its entire
proportional amount of (i) the principal and interest of any debt,
obligation, liability, loan or financing of the Authority and (ii)
five (5) years of estimated generai administrative and operating
expenses for the Authority.
2. Addition of New Members. Any non-member may join the
Authority upon consent of a majority of the total number of votes
of the directors of the Board and the agreement to such terms and
conditions as may be determined by the Board. A new member may be
required to transfer to the Authority its CCCS facilities and
assets, if any, or to reimburse the Authority for a proportionate
share of facilities which the new member will utilize. As a
condition of membership, a proposed new member may also be required
to accept responsibility for a proportion of the debts, obliga-
tions, and liabilities of the Authority, to the extent agreed upon
by the Authority and the new member at the time of membership. The
Authority Board may determine to waive all or part of such
800 MHz JPA 3/23/95 27
contribution requirements in return for an offsetting transfer of
the new member's facilities and assets to the Authority.
3' Any withdrawing
member may negotiate with the Authority for return or repurchase of
any and all stations and equipment serving that member's jurisdic-
tion, however, the Authority shall be under no obligation or duty
to deliver or sell said stations and equipment. In no event,
however, shall any withdrawing member have any claim to or right,
title and interest in any federal, state or local license held by
the Authority, including, but not limited to any FCC license. in
addition, a withdrawal of a member from the Authority shall not act
as a release of any obligation of such withdrawing member under any
lease or sublease between the Authority and such member:
ARTICLE VIII.
TRANSITION TO AUTHORITY
The Cities and County shall designate a transition team to
implement the transfer of assets and liabilities hereunder, to
prepare for the Authority's organizational meeting, and to direct
the transition of administrative services from the County to the
Authority.
BOO MHz JPA 3/23/95 28
ARTICLE IX
GENERAL PROVISIONS
1• Initial Notice. Upon the Effective Date of this
Agreement, the Authority shall timely file with the Orange County
Clerk and the Office of the Secretary of State the information
required by Government Code Sections 6503.5 and 53051.
2. Additional. NotZr- - Upon any amendments to this
Agreement, the Authority shall prepare and timely file with the
Orange County Clerk and the Office of the Secretary of State the
information required by Government Code Sections 6503.5 and 53051.
3• Notice to Members. Notice to members shall be deemed
given when mailed to them, first class, postage prepaid, or faxed
to the address/or fax number set out by their signatures.
4. Amendment. This Agreement may not be amended or modified
except by a vote of two-thirds (2/3) of the total number of votes
of all members. This Agreement represents the sole and entire
agreement between the parties and supersedes all prior agreements,
negotiations and discussions between the parties hereto and/or
their respective counsel with. respect to the subject matter of this
Agreement.
5• Ilea dinas. The headings in this Agreement are for
convenience only and are not to be construed as modifying or
explaining the language in the section referred to.
SDa xxx ZPn 3/23/95 29.
5. Seyerability. should any part, term, or provision of
this Agreement be determined by a court to be illegal or unenforce-
able, the remaining portions or provisions of this Agreement shall
nevertheless be carried into effect.
7. No Continuing Waiver. No waiver of any term of condition
of this Agreement shall be considered a continuing waiver thereof.
8• Surcessnrq. This Agreement shall inure to the benefit of
and be binding upon any successors or assigns of the members. No
member may assign any right or obligation hereunder without the
written consent of a majority of all of the directors of the Board.
g- No Third Party BenefiCiZy. The members agree that
except as provided in Article IX, Paragraph 8 above, the provisions
of this Agreement are not intended to directly benefit, and shall
not be enforceable by, any person or entity not a party to this
Agreement.
10. Reporting. The Authority shall at all times remain in
compliance with the requirements of the Political Reform Act
(Government Code Section 81.000 et seq.) and the Conflict of
Interest Code (Government Code Section 87300 et seq.).
BOD PIHz JPA 3/23/95 30.
IN WITNESS THEREOF, the parties hereto have caused this
Agreement to be executed and attested by their duty authorized
officers as of the date first above written.
Dated:
SIGNED AND CERTIFIED THAT A
COPY OF THIS DOCUMENT HAS BEEN
DELIVERED TO THE CHAIRMAN OF
THE BOARD
Clerk of the Board of Supervisors
County of Orange, California
APPROVED AS TO FORM:
TERRY C. NDRUS, CO COUNSEL
By
Dated:
COUNTY OF ORANGE, a political
subdivision of the State
of California
By
Chairman of its Board of
Supervisors
NOTICE TO COUNTY OF ORANGE TO BE
GIVEN TO:
COUNTY EXECUTIVE OFFICER
P.O. BOX 22014
SANTA ANA, CA 92702-2014
FAX: (714) 834-3018
800 MHz JPA 3/23/95 31.
Approved by the City Council of the City of Costa Mesa at a
regular meeting thereof, held on the 15th day of May, 1995.
ATTEST:
Deputy Ci
Mayor the City of Costa Mesa
I Ik I/V'�
Clerk of the City of Costa Mesa
32.
APP VED AS TO FORM
BY: [ -4
CITY ATTORNEY'S OFFICE
CITY OF COSTA MESA
� rr:
ASSETS TO BE LEASED
FROM THE 800 MHz COUNTYWIDE COORDINATED CO
JOINT POWERS AUTHORITY
hMCATIONS SYSTEM
TO THE COUNTY
Backbone equipment purchased from Motorola Communications and Electronics, Inc., by
the 800 MHz CCCS Joint Powers Authority to support the coordinated system. Equipment
purchased by individual County and City agencies/departments to support field operations
and dispatch operations is not included in leaseback to County.
2- Radio sites constructed for the purpose of supporting 800 MHz CCCS.
Page 1 of 2
Page 2 _
ASSETS TO BE LEASED
FROM THE COUNTY
TO THE
800 MHz COUNTYWIDE COORDINATED COMMUNICATIONS SYSTEM
JOINT POWERS AUTHORITY
L Portion of Loma Ridge facility, tower structure, radio equipment and property that supports
the 800 MHz CCCS project.
2_ Portion of existing remote sites supporting 800 MHz Coordinated Communications System
including buildings, towers, and generators at the following sites:
• Olinda
• Santiago
• Sierra
• Signal
• Bolero
• San Clemente (lease site)
I Portion of digital microwave system supporting 800 Nffiz CCCS.
4- Portion of 800 MHz Fire Services backbone that will be integrated with new 800 'vii-fz
CCCS.
S- Current radio infrastructure equipment that will be used to support 800 MHz radio
functionality.
Page 2 of 2
Exhibit B
(a) Percentage Interest Contribution is calculated based upon each members' equipment
purchases divided by total equipment purchases.
Page 1 of 4
Percentage
Interest
Contribution t'I
Anaheim
8.12%
Brea
3.32
Buena Park
1.89
Costa Mesa
3.83
Cypress
1.80
Dana Point
0.43
Fountain Valley
1.87
Fullerton
2.92
Garden Grove
3.57
Huntington Beach
7.01
Irvine
3.48
Laguna Beach
1.53
Laguna Hills
0.39
Laguna Niguel
0.48
Lake Forest
0.52
La Habra
1.85
La Palma
1.01
Los Alamitos
1.04
Mission Viejo
0.79
Newport Beach
4.25
Orange
3.83
Placentia
1.28
San Clemente
1.38
San Juan Capistrano
0.33
Santa Ana
7.36
Seal Beach
1.28
Stanton
0.69
Tustin
1.93
Villa Park
0.04
Westminster
3.22
Yorba Linda
0.00
City Total
71.47%
County of Orange Total
28.53%
Total
100.00%
(a) Percentage Interest Contribution is calculated based upon each members' equipment
purchases divided by total equipment purchases.
Page 1 of 4
EXHIBIT B
CONTRACT PARTICIPANTS
RESPONSIBLE
CITY
ADMINISTRATOR
ADDRESS
PHONE #
Anaheim
City Manager
200 S. Anaheim Blvd.
714/254-5100
P. 0. Box 3222
Anaheim, CA 92803
Brea
City Manager
I Civic Center Circle
714/990-7600
Brea, CA 92621-5758
Buena Park
City Manager
6650 Beach Blvd.
714/562-3500
P. 0. Box 5009
Buena Parr,., CA 90622-5009
Costa Mesa
City Manager
77 Fair Drive
714/754-5223
P. O. Box 1200
Costa Mesa, CA 92628-1200
Cypress
City Manager
5275 Orange Avenue
714/229-6700
P. 0. Box 609
C ress, CA 90630
Dana Point
City Manager
33282 Golden Lantern
714/248-9890
Dana Point, CA 92629
Fountain Valley
City Manager
10200 Slater Avenue
714/965-4400
Fountain Valle , CA 92708
Fullerton
City Manager
303 W. Commonwealth
7141718-6300
Fullerton, CA 92632
Garden Grove
City Manager
11391 Acacia Parkway
714/741-5000
P. O. Box 3070
Garden Grove, CA 92642
Huntington Beach
City Administrator
2000 Main Street
714-/536-5511
P. 0. Box 190
Huntington Beach, CA 92648
Irvine
City Manager
1 Civic Center Plaza
714/724-6000
P. O. Box 19575
Irvine, CA 92713
Laguna Beach
City Manager
505 Forest Avenue
714/497-331 1
Laguna Hills
City Manager
La na Beach, CA 92651
25201 Paseo de Alicia, Suite 150
714/707-2600
Laguna Niguel
City Manager2780I
Laguna Hills, CA 92653
La Paz Road
714/362-4300
ff
City Manager
La na Ni uel, CA 92656
201 E. La Habra Blvd.
310/905-9700
P. 0. Box 337
F«\1! 3 F33TIt. EiC V
La Habra, CA 90633-0337
Page I or 3
Ah 3-20'95
Page 2
of 4
EXHIBIT B
CONTRACT PARTICIPANTS
Page 3 of 4
RESPONSIBLE
CITY
WLakeorest
ADMINISTRATOR
ADDRESS
PHONE 9
City Manager
23778 Mercury Road
714/707-5583
Lake Forest, CA 92630
La Palma
City Manager
7822 Walker Street
714/523-7700
La Palma, CA 90623
Los Alamitos
City Manager
3191 Katella Avenue
714/827_8670
Los Alamitos, CA 90720
Mission Viejo
City Manager
25909 Pala, Suite 150
714/470-3000
43300
Mission Vie'o, CA 92691
Newport Beach
City Manager
Newport Blvd_
714/644-3309
Newport Beach, CA 92663
P. O. Box 1768
New ort Beach, CA 92658-8915
Orange
City Manager
300 East Chapman
714/744-5500
R 0. Box 449
Oran e, CA 92666
Placentia
City Administrator
401 East Chapman
714/993-8231
Placentia, CA 92670
San Clemente
City Manager
100 Avenida Presidio
714/361-8200
San Clemente, CA 92672
San Juan Capistrano
City Manager
32400 Paseo Adelanto
714/493-1171
Santa Ana
City Manager
San Juan Ca istrano, CA 92675
20 Civic Center Plaza
714/647-5400
Santa Ana, CA 92701
R 0. Box 1988 M30
Santa Ana, CA 92702
Seal Beach
City Manager
211 Eighth Street
7141828-8550
Seal Beach, CA 90740
Stanton
City Manager
7800 KateUa Avenue
714/379-9222
Stanton, CA 90680
Tustin
City Manager
300 Centennial Way
714/573-3000
P. 0. Box 3539
Tustin, CA 92681.
Villa Park
City Manager
I7855 Santiago Blvd.
714/998-1500
Westminster
-
City Manager
Villa Park, CA 92667-0187
8200 Westminster
7141898-33 l 1
Yorba Linda
City Manager
Westminster, CA 92683
4845 Casa Loma Avenue
714/961-7100
P. 0. Sox 87014
E\73111I1'19.RCV
Yorba Linda, CA 92686-8714
Page 2 of 3
skb 3120'95
Page 3 of 4
EXHIBIT B
CONTRACT PARTICIPANTS
RESPONSIBLE
COUNTY ADMINISTRATOR ADDRESS PHONE #
Hal! of Administration
County of Orange Board of Supervisors 10 Civic Center Plaza 714/834-3100
Santa Ana, CA 92701
E.NIiIBMI.REV Page 4 of 4
Page 3 of 3
-j"h 3:201g5