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HomeMy WebLinkAbout93-71 - Approving MOU for Airborne Law Enforcement Services210 RESOLUTION NO. 93-71 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COSTA MESA, CALIFORNIA, APPROVING THE MEMORANDUM OF UNDERSTANDING FOR THE ESTABLISHMENT OF AIRBORNE LAW ENFORCEMENT SERVICES. THE CITY COUNCIL OF THE CITY OF COSTA MESA DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, the public agencies of the City of Costa Mesa, City of Huntington Beach, and County of Orange ("Member Agencies") desire to cooperate with each other to exercise some or all of their powers to establish a regional airborne law enforcement service in the manner set forth in the Memorandum of Understanding 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 helicopter service and facilities 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 helicopter service 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 helicopter service for the benefit of their lands and inhabitants; and WHEREAS, the Member Agencies have the authority to establish such regional airborne law enforcement service as a joint powers agency pursuant to California Government Code Sections 6500 et seq.; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Costa Mesa, pursuant to the aforesaid authority, does hereby adopt the Memorandum of Understanding attached hereto as Exhibit A and incorporated herein, and authorizes the Mayor and Deputy City Clerk to execute the Memorandum of Understanding. BE IT FURTHER RESOLVED that the Chief of Police is appointed as a member of the Board of the Airborne Law Enforcement Services joint powers agency established by the Memorandum of Understanding. PASSED AND ADOPTED this 16th day of August, 1993. i Mayor of the City of Oosta Mesa ATTEST: Deputy City lerk of the City of Costa Mesa STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF COSTA MESA ) 211 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. 93-71 was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on the 16th day of August, 1993. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the City of Costa Mesa this 17th day of August, 1993. Deputy City Perk and ex -officio Clerk of the City Council of the City of Costa Mesa Exhibit "A" MEMORANDUM OF UNDERSTANDING FOR AIRBORNE LAW ENFORCEMENT SERVICES g, y Th's ag eement is made and entered into this day of it 19_3, in the County of orange, State of California, by and between the City of Costa Mesa ("Costa Mesa"), the City of Huntington Beach ("Huntington Beach"), and the County of Orange ("County"), collectively referred to as "Member Agencies. RECITALS WHEREAS, the Member Agencies have and possess the power and authorization to finance, acquire and maintain a public law enforcement helicopter service and facilities 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 helicopter service 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 helicopter service for the benefit of their lands and inhabitants. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein the parties hereto agree as follows: I PURPOSE 2.01 The purpose of this Agreement is to cooperate with each Member Agency in the exercise of some or all of their powers to establish a regional air support unit in the manner set forth in this Agreement. 1.02 Notwithstanding, each Member Agency expressly retains all rights and powers to finance, plan, develop, construct, equip, maintain, repair, manage, operate, and - control equipment, facilities, properties and projects that it deems in its sole discretion to be necessary or desirable and that are authorized by the laws governing it. The Agreement shall in no way impair any of the Member Agencies, respective rights, powers or title to such equipment, facilities, properties and projects. 1.03 Notwithstanding, each Member Agency expressly retains all rights and. powers to use other funds or funding sources to finance, plan, develop, construct, equip, maintain, repair, manage, operate and control equipment and facilities for a law enforcement helicopter service system. Exhibit "A" Resolution No. 93-71 Page 1 of 14 210-'B II CREATION OF REGIONAL AIR SUPPORT UNIT 2.01 By this Agreement, Costa Mesa, Huntington Beach and County agree to cooperate with each other in the provision of helicopter service in the manner and under the terms of this Agreement. The cooperative use of the Member Agencies helicopter services shall be known as the Airborne Law Enforcement Services ("ABLE") the Member Agencies may agree on a different call name for ABLE. 2.02 The ABLE shall possess in its own name, and the Member Agencies delegate to it the following enumerated powers: (A) To make and enter into contracts consistent with this Agreement; (B) To receive compensation, gifts, contributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and any governmental entity; (C) To sue and be sued in its own.name; (D) -To apply for an appropriate grant or grants under any federal, state, or local programs for assistance in developing any of its programs or providing helicopter services to other public entities; (E) To adopt rules, regulations, policies, by-laws and procedures governing the operation of the ABLE; (F) To add Member Agencies to the ABLE which contribute flight crews and aircraft equipment and execute agreements and resolutions consistent with the terms of this Agreement; (G) To contract with public entities to provide helicopter services to their land and residents; 2.03 Said power shall be exercised in the manner provided in the California Joint Powers Act, and except as expressly set forth herein, subject to restrictions on the manner of exercising such powers as are imposed upon Costa Mesa in the exercise of similar powers. - ORGANIZATION 3.01 The membership of the ABLE shall be the Member Agencies, public entities which contribute flight crews and aircraft equipment and have executed or hereafter execute this Agreement, or amendment thereto, and which have not withdrawn from the ABLE. 2 Exhibit "A" Resolution No. 93-71 Page 2 of 14 3.02 The ABLE shall be managed by a Board consisting of the Chiefs of Police and Sheriff of Costa Mesa, Huntington Beach and County and one appointee for each Member Agency for a total of six (6) Board Members. The Chiefs of Police and Sheriff of Costa Mesa, Huntington Beach and County shall each appoint one Board member and their alternate. Each Board member, or in the absence of a Board member, the alternate shall have one vote on all matters before the Board. The members of the Board may be supplemented or amended from time to time. 3.03 Each Board member and alternate shall hold office until a successor is selected, elected or appointed as the case may be under the powers of each Member Agency. The term of the Board member or alternate who is a public official or employee, of a Member Agency shall terminate upon such Board Member or alternate leaving office and the vacancy shall be filled by selection, election or appointment as the case may be under the powers of each Member Agency. The Sheriff, or his or her designee, will always be a.representative for the County of Orange. 3.04 Board members and alternates shall not receive additional compensation for the service on the ABLE Board, but may be reimbursed by ABLE for reasonable expenses incurred in conducting the business of the ABLE as provided in this Agreement, when the expenses are not paid by the employing Member Agencies. 3.05 The principal office of the ABLE shall be established by the Board and shall be located within the County of Orange. The Board may change the principal office from one location to another within the County of Orange. Any change of address shall be noted by the Board but shall not be considered an amendment to this Agreement. 3.06 The Board shall meet at a location as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution adopted by the Board. A copy of such resolution shall be furnished to the Member Agencies. All meetings of the Board, including regular, adjourned, and special meetings, shall be called and held in a manner as provided in the Ralph M. Brown Act, Chapter 9, Division 2, Title 5 of the California Government Code commencing with Section 54950 et seq., as amended. 3.07 All of the powers and authority of the ABLE shall be exercised by the Board unless specifically delegated to the extent permitted by law or reserved to the Member Agencies under this Agreement. Unless otherwise provided herein, each Board Member shall be entitled to one vote. Except as otherwise provided herein, an affirmative unanimous vote of the full membership of the Board, or their alternate, may adopt any motion, resolution, or order and take any other action appropriate to carry forward the objectives of the ABLE pursuant to this Agreement. 3 Exhibit "A" Resolution No. 93-71 Page 3 of 14 2P -J) 3.08 The Board shall designate a recording secretary to keep the minutes of all open meetings of the Board, and shall cause a copy of such minutes to be forwarded to each Member Agency within a reasonable time after each meeting. 3.9 The Board may adopt from time to time policies, rules and regulations for the conduct of its affairs and that of the ABLE as may be required and consistent with this Agreement. 3.10 where this Agreement requires an approval of a resolution by Member Agencies in any matter, the approval shall be evidenced by a certified copy of the resolution of the governing body of such Member Agency filed with the ABLE. It shall be the responsibility of the Board to obtain certified copies of. said actions. 3.11 on an annual basis, the Board shall appoint a board member to be the presiding officer for the purpose of conducting the board meetings. 3.12 The Board shall appoint an officer or employee of a Member Agency to hold the offices of Treasurer and Controller whose duties shall be in conformance with Government Code Sections 6505 and 6505.5. In performing the duties of Treasurer and Controller, he/she shall follow the Member Agencies' -policies and procedures. The Treasurer/Controller shall also administer all contracts subsequent to the Board's approval and shall make or contract with a certified public accountant to make an annual audit of the accounts and records of ABLE as provided in Government Code Section 6505. The annual audit shall be submitted to the Board and each Member Agency when completed. The Annual Budget shall be prepared by the Treasurer/ Controller for the approval by the Board. The ABLE's investment policies shall be the Member Agencies' investment policies as those may be modified by the treasurers of the Member Agencies and approved by the Board of the ABLE. The cost of the Treasurer's services shall be reimbursed by the ABLE as provided in this Agreement. 3.13 The Board shall have the power to appoint additional officers, employees or agents. Any officer, employee or agent of the ABLE shall also be an officer, employee or agent of any of the Member Agencies. The appointment by the Board of such a person shall be evidence that the two positions are compatible. 3.14 The City Attorneys and County Counsel of the Member Agencies, or such persons deputy shall serve jointly as counsel to the ABLE, to the extent permitted by such waivers of conflict of interests to authorize such representation as may be executed by the Member Agencies and the ABLE Board. 3.15 The officers shall perform all duties normal to their respective offices and: 4 Exhibit "A" Resolution No. 93-71 Page 4 of 14 (A) The Secretary shall countersign all contracts and other written documents and perform such other duties as assigned by the Board and shall keep minutes of the Board meetings. (B) The Treasurer/Controller shall be bonded in the amount to be determined by the Board, and the bond fee shall be paid by the ABLE. The Treasurer/Controller shall perform the duties as set forth in Sections 3.12, 4.02, 4.03, 4.04, 4.05, 4.09 and 4.10. 3.16 The Board shall appoint a Commander to manage and oversee day-to-day operations of the ABLE. The Commander shall be a sworn police officer of a Member Agency and of a rank of at least a Lieutenant. Each Member Agency shall appoint a liaison officer ("LO") to the ABLE and the LO shall be a sworn police officer and of a rank of at least a Captain. The Lo's of each Member Agency shall meet collectively, as needed, to advise the Board on the levels of service of ABLE, methods of operation of ABLE and supervision of the ABLE Commander. The Commander shall manage the daily operations of the ABLE and supervision of the helicopter sergeants from each respective Member Agency. The helicopter Sergeants will directly supervise their respective helicopter crews and mechanics and crews and mechanics of other Member Agencies as directed by the ABLE. 3.17 All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all relief, pension, disability, worker's compensation and other benefits which apply to the activity of officers, employees, or agents of any of the Member Agencies when performing their respective functions shall apply to them to the same degree and extent while they are engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents or employees of a Member Agency appointed to the Board or performing services at the direction of the ABLE shall be deemed by reason of their appointment or service to be employed by any of the other Member Agencies or the ABLE or be subject to any of the requirements of the other Member Agencies. IV BUDGET AND DISBURSEMENTS 4.01 The Board shall adopt an annual budget for the ensuing fiscal year pursuant to procedures developed by the Board. 4.02 The Treasurer/Controller shall draw warrants upon the approval and written order of the Board. The Board shall requisition the payment of funds only upon approval of such claims or disbursements and such requisition for payment in accordance with rules, regulations, policies, procedures and bylaws adopted by the Board. 5 Exhibit "A" Resolution No. 93-71 Page 5 of 14 4.03 All funds received by the Treasurer/Controller for helicopter services provided by the ABLE, except funds from the City of Santa Ana, will be placed in object accounts; and the receipt, transfer, or disbursement of such funds during the term of this Agreement shall be accounted for in accordance with generally accepted accounting principles applicable to governmental entities. There shall be strict accountability of all funds. All revenues and expenditures shall be reported to the Board on a quarterly basis. 4.04 All expenditures within the approved annual budget shall be made upon the approval of the Treasurer/ Controller in accordance with the rules, policies and procedures adopted by the Board. No expenditures in excess of those budgeted shall be made without the unanimous approval of the Board, and the budget shall thereafter be revised and amended. 4.05 The records and accounts of the ABLE shall be audited annually by an independent certified public accountant and the cost of the audit shall be paid by the ABLE. The minimum requirements shall be those prescribed by the State Controller under Section 26909 of the California Government Code and in conformance with generally accepted auditing standards. Copies of such audit report shall be filed with the County Auditor and each Member Agency no later than fifteen (15) days after receipt of said audit by the Board. 4.06 The Member Agencies acknowledge and agree that the Costa Mesa currently contracts law enforcement helicopter services to the Santa Ana. This will continue until July, 1994. The Member Agencies acknowledge that the County of orange provides law enforcement helicopter services to incorporated municipal public agencies. 4.07 The Member Agencies acknowledge and agree that the ABLE will act as a conduit for the management, direction and provision of law enforcement helicopter services to the Member Agencies and to other public agencies that contract with the ABLE for such services. The Commander shall keep a written account of the actual flight hours of the services provided to each Member Agency, each contracting agency, and the Regional Narcotics Suppression Program ("RNSP"). The written account of such flight hours shall be provided to the Board on a monthly basis. 4.08 All revenues received by the Member Agencies from the RVSP program shall be divided equally among the Member Agencies regardless of which agency flew a particular shift for RVSP. 4.09 Based on information provided by the Commander, the Treasurer/Controller shall keep a written account of services provided other public agencies by the Member Agencies at the direction of the ABLE. The crews and equipment of the Member .9 Exhibit "A" Resolution No. 93-71 Page 6 of 14 Agencies shall be rotated as directed by the Board in providing G services to the other public agencies. All revenues received from other public agencies contracting with ABLE for helicopter services, except for revenues from Santa Ana to Costa Mesa, shall be distributed on a quarterly basis to each Member Agency under the following formula: (A) First, to reimburse the actual direct costs for the Member Agency's providing Treasurer/ Controller and Secretary services to the ABLE. (B) Second, to reimburse each Member Agency for crew and equipment costs based upon the percentage of flight hours produced by each Member Agency during the fiscal year. The percentage of flight hours shall be based on the total flight time produced by the ABLE divided into the amount of flight hours produced by each Member Agency. (C) The County and Huntington Beach are each to receive reimbursement equal to the value of the Santa Ana contract ($200,000) before Costa Mesa shares in any reimbursement for expenses described in paragraph (B). When this reimbursement level is attained, all three agencies will share reimbursement by their percentage of scheduled flight hours flown thereafter.- The flight hours spent by Costa Mesa servicing the Santa Ana contract will not be included in determining their percentage of scheduled flight hours. 4.10 In establishing rates for helicopter services to public agencies, the Board shall assure that the contracts for such services provide for the reimbursement of the actual expenses of providing the services, insurance coverage by the Member Agencies for their personnel and equipment, and administrative expenses of the ABLE. Payment for ABLE helicopter services by contracting public agencies shall be made on a monthly basis to the Treasurer/ Controller of the ABLE. The Treasurer/Controller shall provide a written monthly account of all revenues and expenses of ABLE services to other public agencies to the Board. V LIABILITIES 5.01 The Member Agencies acknowledge that each agency is contributing its own personnel and equipment to a cooperative pool of personnel and equipment to be managed by the ABLE. Each Member Agency shall retain all debts, liabilities, insurance obligations and other obligations for its personnel and equipment. Where necessary and .at the direction of the ABLE Board, each Member Agency agrees to add the ABLE as an additional insured on their respective insurance or self-insurance coverage for their personnel V1 Exhibit "A" Resolution No. 93-71 Page 7 of 14 2J.A - H and equipment. In the event that the costs of each Member Agency's personnel and equipment contributed to the ABLE for each fiscal year exceeds the amount of funds to be reimbursed by the ABLE for such costs, the Member Agencies agree to waive all rights to be reimbursed for such costs by the ABLE from funds received by the ABLE in subsequent fiscal years. Each Member Agency agrees to expressly waive any and all rights to be reimbursed by the other Member Agencies for personnel and equipment contributed to the ABLE to the extent that revenues received by the ABLE are not sufficient for the ABLE to reimburse the Member Agency for the costs of its personnel and equipment contributed to the ABLE. 5.02 Each Member Agency hereto agrees to indemnify and hold the ABLE and the other Member Agencies harmless from any liability for damages, costs or attorney fees, actual or alleged, to persons or property arising out of or resulting from defective equipment owned or leased by the indemnifying Member Agency or from negligent acts or omissions of the indemnifying Member Agency or its officials or employees. In the event of liability imposed upon any of the Member Agencies or upon the Board created by this Agreement, for injury which is caused by defective equipment or the negligent or wrongful act or omission of any of the Member Agencies in the performance of this Agreement, the Member Agency or Member Agencies that own or lease such defective equipment or are directly responsible for the negligent or wrongful acts or omissions shall indemnify, defend, and hold the ABLE and all other Member Agencies harmless from any liability for personal injury or property damage arising out of the performance of this Agreement. 5.03 Member Agencies agree that the ABLE and Member Agencies should be fully protected from any loss, injury, liability, damage, claim, lawsuit, cost or expense arising out of, or in any way related to, the performance of services pursuant to this Agreement. Accordingly, the provisions of this Agreement should be construed and interpreted to provide the fullest possible protection to the ABLE, Member Agencies and Member Agency's officers and employees. Member Agencies acknowledge that the ABLE would not provide services pursuant to this Agreement or related Agreements in the absence of the commitments of each Member Agency as specified in this section. Member Agencies acknowledge that the ABLE board, Commander and LO may be subject to liability for decisions, management and actions in the supervision and direction of the ABLE. In this regard, Member Agencies agree that the ABLE shall obtain Directors and Officers insurance for ABLE directors and officers, and that the cost of such insurance coverage shall be deducted from funds distributed by the ABLE to the Member Agencies on a prorata basis equal to the number of Member Agencies (i.e., 33-1/3% for 3 Member Agencies, etc.). 5.04 Except as provided herein, each Member Agency waives and gives up any claim against or right to sue the ABLE, any Member Agency, or any of their officers, employees or representatives, for 8 Exhibit "A" Resolution No. 93-71 Page 8 of 14 any loss, damage or injury that arises out of, or is in any way related, to the performance of services pursuant to this Agreement. This waiver extends to .liability for death, bodily injury, or property damage, that may be sustained by the ABLE, any Member Agency, or its officers, employees, contractors or agents and which was proximately caused, in whole or in part, by the negligent act, conduct or omission of the ABLE, any Member Agency, and/or their respective officers, employees, agents contractors, representatives, or any third party. This waiver does not extend to death, bodily injury or property damage caused by the fraudulent or willful conduct or any act which constitutes a violation of a penal statute, and to a Member Agency's right to bring a legal action against other Member Agencies who refuse or fail to honor its requirement to defend and/or indemnify the ABLE and .other Member Agencies as set forth in Section 5.02 and 5.06. 5.05 Any public agency, other than the Member Agencies, receiving services pursuant to this Agreement, and/or any other contract with the ABLE, shall defend, indemnify and hold harmless the ABLE, the responding Member Agency, and their respective officers, employees, contractors, agents and representatives, with respect to any claim, loss, liability, damage, lawsuit, cost or expense that arises out of, or is in any way related, to the performance of services, by the ABLE or the responding Member Agencies within the public agency's jurisdiction. Prior to the ABLE providing services, the public agency shall provide written proof of insurance or self-insurance coverage in amounts approved by the Board which covers the scope and type of services provided by the ABLE to the public agency. The obligations of each public agency pursuant to this section extends, without limitation, to any injury, death, loss or damage which occurs within that public agency's jurisdiction and which is sustained by any third party, any employee or contractor of the ,public agency, or the contractor's employees. The terms of this section shall be contained in any agreement by ABLE with non-member public agencies. 5.06 Member Agencies shall be responsible for the continued -- provision of workers' compensation for the officers or agents of the Member Agencies that serve as officers or employees of the ABLE. In this regard, each Member Agency shall defend, indemnify and hold harmless the ABLE and any other Member Agencies, and their respective officers, employees, contractors, agents and representatives with respect to any claim, loss, liability, damage, lawsuit, cost or expense that arises out of, or is in any way related, to any industrial/worker compensation injury sustained by an employee of the indemnifying Member Agency during the performance of service by the ABLE or the responding Member Agencies under this Agreement. 5.07 In the event that joint and several liability is imposed upon the ABLE and/or among and between the Member Agencies for any act or omission that occurs while performing services' -for a non - W Exhibit "A" Resolution No. 93-71 Page 9 of 14 member public agency, the public agency contracting for services under Section 4.10 shall be responsible to fully satisfy any such judgment or award and shall fully indemnify the ABLE and the Member Agencies and their respective officers, employees, contractors, agents and representatives for any such liability. The terms of this section shall be contained in any agreement by ABLE with non- member public agencies. VI ADMISSION AND WITHDRAWAL OF PART ES 6.01 Additional public agencies that contribute personnel and aircraft equipment may become Member Agencies to the ABLE upon such terms and conditions as provided by the Board and upon, the unanimous consent of the existing Member Agencies as evidenced by approval of resolutions therefore and the execution of a written amendment to this Agreement by all of the Member Agencies, including the additional Member Agency. 6.02 The withdrawal of any Member Agency, either voluntarily or involuntarily shall, unless otherwise provided for by the Board, be conditioned as follows: (A) Involuntary withdrawal shall mean those circumstances where a Member Agency must withdraw due to fiscal or budgetary impacts which discontinue the funding of flight crews or aircraft. (B) In the case of a voluntary withdrawal, written notice shall be given one hundred and twenty (120) days prior to the end of a fiscal year; (C) Neither voluntary or involuntary withdrawal shall relieve the withdrawing Member Agency of its proportionate share of any debts or other liabilities incurred by the ABLE prior to the effective date of the Member Agency's withdrawal, nor any liabilities imposed upon or incurred by the Member Agency pursuant to this Agreement prior to the effective date of the Member Agency's withdrawal; (D) Withdrawal shall not result in the forfeiture of that Member Agency's rights and claims relating to revenues received by the ABLE during the time period that the Member Agency provided services under ABLE direction; and (E) The withdrawing Member Agency shall retain all rights and title to its personnel and aircraft equipment and shall -remove such personnel and aircraft equipment from the direction of the ABLE. 10 Exhibit "A" Resolution No. 93-71 Page 10 of 14 21q - K viz TERMINATION AND DISPOSITION OF ASSETS 7.01 The ABLE shall continue to exercise the powers herein until the termination of this Agreement and any extension thereof as provided in this paragraph or until the Member Agencies have mutually rescinded this Agreement provided, however, that the ABLE shall continue to exist for the purposes of disposing of all claims, distribution of assets and all other functions necessary to conclude the affairs of the ABLE. 7.02 Termination shall occur upon the written consent of all of the Member Agencies, upon the withdrawal from the ABLE of a sufficient number of the Member Agencies to leave less than two (2) Member Agencies remaining in the ABLE and full satisfaction of all outstanding financial obligations of the ABLE. However, no such termination shall occur until all other contractual obligations of the ABLE have been satisfied. 7.03 In the event of the termination of this Agreement, any funds remaining following the discharge of all obligations shall be disposed of by returning to each Member Agency that is a member of ABLE immediately prior to the termination of this Agreement, a share of such funds proportionate to the contribution made to ABLE by said Member Agency, to the extent legally possible. VIII MISCELLANEOUS 8.01 Amendments. This Agreement may be amended with the unanimous approval of all Member Agencies; provided, however, that no amendment may be made which would adversely affect the interests of the owners of bonds, letters of credit or other financial obligations of the ABLE. 8.02 Notices. Any notice or instrument required to be given or delivered by depositing the same in any United States Post Office, registered or certified, postage prepaid, addressed to the Member Agencies, shall be deemed to have been received by the Member Agency to whom the same is addressed at the expiration of seventy-two (72) hours after deposit of the same in the United States Post Office for transmission by registered or certified mail as aforesaid. 8.03 Effective Date. This Agreement shall be effective at such time as this Agreement has been executed by any two or more of the Member Agencies enumerated in the introduction of this Agreement. 11 Exhibit "A" Resolution No. 93-71 Page 11 of 14 210- L 8.44 Conflicts of Interest. No officer or employee of the ABLE or any Member Agency shall have any financial interest, direct or indirect, in the ABLE. Nor shall any such officer or employee participate in any decision relating to the ABLE which affects his or financial interests or those of a corporation, partnership, or association in which he or she is directly or indirectly interested, in violation of any State law or regulation. 8.05 Arbitration. (A) Any controversy or claim between any two or more Member Agencies, or between any such Member Agency or Member Agencies and ABLE, with respect to the ABLE's operations, or to any claims, disputes, demands, differences, controversies, or misunderstandings arising under, out of, or in relation to this Agreement, shall be submitted to and determined by arbitration. To the extent not inconsistent herewith, the rules of the American Arbitration Association shall apply. (B) The Member Agency desiring to initiate arbitration shall give notice of its intention to arbitrate to every other Member Agency and the ABLE. Such notice shall designate such other Member Agencies as the initiating Member Agency intends to have bound by any award made therein. (C) The decision of the arbitrator shall be binding upon all Member Agencies involved in the arbitration. Each Member Agency to the arbitration shall bear its own legal costs including attorneys fees. 8.06 Partial Invalidity. If any one or more of the terms, provisions, sections, promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, sections, promises, covenants and conditions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 8.07 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Member Agencies hereto. 12 Exhibit "A" Resolution No. 93-71 Page 12 of 14 210- 8.08 Assignment. A Member Agency shall not assign any rights or obligations under this Agreement without the written consent of all other Member Agencies. 8.0.9 Execution. . The legislative bodies of the Member Agencies enumerated herein have each authorized execution of this Agreement, as evidenced by the authorized signatures below, respectively. City Cogs,101E l piprnv, -, d On: OAkTc4-t7 / 4') 1 q5,3 ATTEST CITY OF COSTA MESA By: Ma r APPROVED AS TO FORM City C erk of the City a City Attorney Costa esa Dated ! .3 ATTEST Cit Clerk of City of Huntington Beach //3 13 CITY OF HUNTINGTON BEACH By N - Mayor APPROVED AS TO FORM City Attorney Exhibit "A" Resolution No. 93-71 Page 13 of 14 Dated�l ATTEST: Signed and certified that a copy of this document has been delivered to the Chairman, Board of Supervisors Phyl is Henderson' Cle k, Board of Supervisors 14 COUNTY OF ORANGE, a Political Subdivision of the State of California Y= Chairman, Board of Supervisors APPROVED AS TO FORM Terry C. Andrus, County Counsel Dated:. -2/D- % Exhibit "A" Resolution No. 93-71 Page 14 of 14