HomeMy WebLinkAboutResolution No. 18-7847-Appoving the LA Area Regional Training Group (RTG) JPA; Authoring the City's Membership in the RTGCOUNCILTHE CITY OF DOWNEY DOES HEREBY RESOLVE,
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SECTION 1. The City Council finds and declares as follows:
A. The City recognizes the need to organize and establish a consolidated area training
group to address fire protection and safety issues for the benefit of the lands and
inhabitants;
B. The City supports the efforts to establish, operate, and maintain a joint powers
authority for the purpose of integrating, sharing, and combining resources, facilities,
regional assets, and information related to training firefighters and researching fire
prevention, protection, and safety techniques, issues, and information for the benefit
of respective lands and inhabitants; and
C. The Joint Powers Agreement (JPA) attached as Exhibit A, and incorporated by
reference, creates a Joint Powers Authority to conduct coordinated fire protection
and safety trainings, and to address emerging fire protection and safety issues
throughout the Los Angeles Area and other areas that appear to have a connection
or nexus to the Los Angeles Area; and
D. The City desires to become a member of the Los Angeles Area Regional Training
Group (RTG) authority.
SECTION 2. Pursuant to Government Code §6500, et seq., the City Council approves
the JPA and authorizes the City's membership in the Regional Training Group (RTG) Authority.
SECTION 3. The City Manager is authorized and directed to executive the Los Angeles
Area RTG Joint Powers Agreement to effectuate the intent of this Resolution. The City
Manager, or designee, is authorized to take such reasonable actions as may be required to
implement the intent of this Resolution.
SECTION 4. This Resolution will become effective immediately upon adoption and will
remain effective unless superseded or repealed, in which case the City will withdrawal from the
Los Angeles Regional Training Group Joint Powers Authority (JPA) in accordance with terms of
the Joint Powers Agreement (JPA).
SECTION 5. The City Clerk shall certify to the adoption of this Resolution.
RESOLUTION NO. 18-7847
PAGE 2
APPROVED AND ADOPTED this 13th day of 144, /ember, 2018.
SEAN ASHTON, Mayor
City Clerk
I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council oi
the City of Downey at a Regular Meeting held on the 13 th day of November, 2018 by thr.-
following vote, to wit:
AYES:
Council Members:
Pacheco, Saab, Vasquez, Rodriguez, Mayor Asht
NOES:
Council Member:
None.
ABSENT:
Council Member:
None.
ABSTAIN:
Council Member:
None.
4AWAALICAAA`DUAR�TE, CMC��
City Clerk
This Joint Powers Agreement ("Agreement") is executed by and among those public
agencies, duly organized and existing, which are parties signatory to the Agreement, including
parties that may later become signatories to this Agreement, for the purpose of operating a joint
powers authority as provided in this Agreement. This Agreement is created pursuant to Article I
(commencing with Section 6500) of Chapter 5, Division 7, Title I of the California Government
Code relating to the joint exercise of powers between the public agencies.
Each public agency executing this Agreement shall be referred to individually as
"Member," with all referred to collectively as "Members."
WHEREAS, the Members have and possess the power and authority to organize and
establish a consolidated area training group to address fire protection and safety issues for ths.
benefit of the lands and inhabitants within their respective boundaries; and
WHEREAS, the Members propose to join together to establish, operate, and maintain a
�oint Gcowers authoritp for the VLrose of integrating, sharing, and combininreso - -
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regional assets, and information related to training firefighters and researching fire prevention,
protection, and safety techniques, issues, and information 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 may request training and other services for the benefit of their lands and
inhabitants; and
WHEREAS, it is to the mutual benefit of the Members to create a joint powers authority,
and the Members have the authority under the Joint Exercise of Powers Act, in California
Government Code Section 6500, et seq., to enter into this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained in this Agreement, the Members agree as follows:
Unless the context requires otherwise, the terms used in this Agreement shall have the
following meanings:
1.01 "Act" shall mean the Joint Exercise of Powers Act, in California Government Code Section
6500, et seq.
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1.03 "Authority" shall mean the Los Angeles Area Regional Training Group created by this
Agreement.
1.04 "Associate Member" means a public agency which is a party to an Associate Membersh
Agreement entered into between the Authority and such public agency pursuant to Article 4 o
this Agreement. i
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1.06 "Bylaws" shall mean guidelines adopted by the Board of Directors setting forth policies
-?nd procedures for the operation of the Authority and for the exercise of the Board's powers
granted in this Agreement, as amended from time to time by the Board.
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1.09 "Executive Committee" shall mean the Executive Committee of the Board of Directors of
the Authority.
1. 10 "Fiscal Year" shall mean that period of twelve months which is established by the Board of
Directors or the Bylaws as the fiscal year of the Authority.
1. 11 "Member" means any public agency as the term "public agency" is defined by Sectio
6500 of the Act, which includes, but is not limited to, any federal, state, county, city, publi
corporation, public district of this state or another state, or any joint powers authority form
pursuant to the Act by any of these agencies which has executed this Agreement and has
become a member of the Authority. I
ARTICLE 2
CREATION OF JOINT POWERS AUTHORITY; PURPOSES
2.01 Pursuant to the Act, there is hereby created a joint powers authority to be knowii as Los
Angeles Area Regional Training Group (also referred to herein as the "Authority"). The
Authoritpi shall be a Gwublic entitpi seGwarate and aGoart from the Members- and shall administer this
Agreement.
2.02 The purpose of the Authority is to establish a separate organization for the exercise of
powers common to the Members, which may include conducting coordinated trainings and
sharin•resources includini but not limited to facilities e . ment, and information related •to
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2.03 The Authority is intended to conduct coordinated fire protection and safety trainings,
and to address emerging fire protection and safety issues throughout the Los Angeles County
area and other areas that appear to have a connection or nexus to Los Angeles County,
encouraging maximum cooperation between all fire department agencies, and promoting the
safety of both fire personnel and the public, accomplished in an effective manner by the
following means, including but not limited to:
a) Researching, identifying and selecting a records and business management system
to be utilized by all Members for financial records, logistical support, training needs, and other
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b) Designing an initial plan to utilize training centers for training focused on
firefightingactivities, including Fire Suppression, Paramedic, Hazardous Materials and Urban
Search and Rescue trag.
C) Constructing and conducting a comprehensive training needs assessment for the
Authority or its Members.
d) Training regional training staff and instructors on procedures and definirl
expectations to enable the success of the collaborative efforts. N
e) Designing a comprehensive plan for equitable, effective education and training
delivery for Members that utilizes all available delivery systems and training centers, sites, or
facilities used by the Authority.
ARTICLE 3
PARTIES TO AGREEMENT; EFFECTIVE DATE
3.01 This Agreement shall become effective, and the Authority shall come into existence, when
this Agreement is authorized and executed by not less than three (3) public agencies ("Effective
Wate").
3.02 Members may submit written notice of immediate withdrawal from the Authority within
180 days after the Bylaws are adopted. There will be no costs for any Member that withdraws
from the Authority within this time period. It is the intent of the Members that Bylaws will be
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Bylaws. After the Bylaws have been adopted, Members may withdraw from the Authority
during the specified period in accordance with the provisions of this Section 3.02. After
expiration of the stated time period, any Member may withdraw from the Authority in
accordance with Article 16 of this Agreement, and will be reimbursed its pro -rate portion of
monetary contributions as set forth in Article 16.
ARTICLE 4
ASSOCIATE MEMBERSHIP AGREEMENI
4.01. Power to Enter Into Associate Membership ARreements. In addition to those powers
specified in this Agreement, the Authority shall have the power to enter into Associate
Membership Agreements with any public agency upon the approval thereof by a majority vote of
01 members of the Board.
4.02. Contents of Associate Membership Agreement. Each Associate Membership Agreement
shall:
b) Specify that the purpose of the Associate Membership Agreement
to facilitate cooperation between fire department agencies to carry out the stated
purposes of the Authority; and (ii) to contribute fire department personnel or facilities,
who or that shall remain under the general direction and control of the respective
Associate Member agency to which they or it belongs, to the Authority to assist in
carrying out the activities of th-A•
c) Restrict the powers and obligations of such Associate Member public agency with
respect to the Authority to those enumerated in this Article 4;
e) Specify the fees, if any, to be charged such public agency for its
participation in the Authority; and
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4.0 3. A al of Associate Menibershir) A�zzreenients. In determining whether to approve an
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Associate Membership Agreement with a public agency which proposes to be an Associate
Member, the Board may take into account any criteria deemed appropriate to the Board.
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5.01 The Authority shall possess in its own name all powers granted to it by law, including, but
not limited to, any powers common to the Members, and the following enumerated powers:
a) To make and enter into, in its own behalf and not on behalf of the individual
Members, contracts consistent with this Agreement, including, but not limited to,
contracts to retain or provide services, contract to permit others to use facilities, rent
out facilities, and to purchase, lease, or dispose of equipment or supplies.
b) To acquire by purchase or lease, hold, and dispose of property, real and personal.
c) To receive gifts, contributions, and donations of property, funds, services, and other
forms of assistance from persons, firms, corporations, entities, Members, and any
governmental entity, in accordance with applicable laws, including applicable Los
Angeles County Conflict of Interest Code and State conflict of interest laws.
i) To sue and be sued in its own name.
c) To apply for, accept, and receive appropriate grants, loans, and other assistance under any
Federal, State, or local programs for assistance in developing any of its programs or
providing services to other public entities.
f) To issue bonds and to otherwise incur debts, liabilities and obligations, provided th
no such bond, debt, liability or obligation shall constitute a debt, liability or
obligation of the individual respective Members. I
g) Apply for, accept, and receive all licenses and permits from any federal, state, or local
public agency.
h) To appoint committees and adopt rules, regulations, policies, Bylaws, and procedures
governing the operation of the Authority.
i) To add Members or Associate Members to the Authority as approved by the Authority
Board of Directors and the existing Members as provided herein.
j) To appoint/hire officers, employees, agents, or consultants and adopt personnel rules and
policies governing officers and employees.
k) To reimburse Members for overtime expenditures of a Member's contributed personne
who is/are assigned to assist in carrying out the activities of the Authority as directed b
the Executive Director of the Authority and approved by the Executive Committee in
accordance with Section 13.06 of this Agreement. Such overtime expenditures, if any,
shall be paid in accordance with all applicable State and Federal laws, including the Fa
Labor Standards Act.
1) To purchase equipment with prior approval by the Executive Director and pursuant to th*
Board's purchasing policy.
in) To assign personnel contributed from the Members or Associate Members to positions
that fulfill the needs of the Authority, who shall remain under the general direction and
control of the respective Member or Associate Member agency to which such personnel
belong.
n) To invest, or cause to be invested, and manage, or cause to be managed, Authority funds,
by and through the Treasurer, in accordance with State law.
o) To obtain all types of insurance as may be necessary to cover the
liabilities of the Authority or its Members as determined by the Board.
p) To exercise such other powers and authority as are necessary and
proper to carry out its functions herein, and as provided in the Act or otherwise permitted
by law.
5.02 Pursuant to Government Code Section 6509, the powers of the Authority shall be exercised
m accordance with the Act, and shall be subject to the restrictions upon the manner of exercising
such powers that are imposed upon the El Segundo Fire Department[DC2].
5.03 Each Member expressly retains all rights and powers to finance, plan, develop,
construct, equip, maintain, repair, manage, operate, and control equipment, facilities,
properties, projects, and information that it deems in its sole discretion to be necessary or
desirable for its own fire protection needs, and that are authorized by the laws governing i
This Agreement shall not be interpreted, and the Authority created herein, shall not have t
power to impair or control any of the Members' respective rights, powers, or title to such
equipment, facilities, properties, information, and projects, nor shall any Member be
required to provide additional personnel, equipment, or services to the Authority than as
provided in this Agreement, without the written consent of the Member. I
5.04 Each Member 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 their fire protection and safety needs.
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6.01 Compositioii ofBoard. The Authority shall be governed by the Board of Directors,
which shall be composed of the Fire Chief of each member agency. Each Director may
designate an alternate to act in his/her place on the Board, provided the alternate is a person
at executive command rank. Each Member shall provide a written designation of its Director
representative to the Authority. The Board shall maintain a list of all current Members in
good standing who serve on the Board. The Board of Directors may allow for an alternate of
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the designated representative to the Authority in accordance with the Bylaws of the
Authority.
6.02 Termination of Status as Director. A Director shall be removed from the Board of Directors
upon the occurrence of any one of the following events:
b) The death or resignation of the Director, in which case the appointing Member will
provide a replacement Director;
c) The Authority's receipt of written notice from the Member that the Director appointed by
that Member is no longer qualified; or
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6.03 ComiNnsation. Directors and their alternates, if any, are not entitled to compensation by the
Authority. The Board of Directors may authorize reimbursement of expenses incurred by
Directors in the performance of services for the Authority where such expenses are not paid by
the appointing Member.
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Except as otherwise provided in this Agreement, the Board shall
exercise all powers and conduct all business of the Authority, either directly or by
delegation to other bodies or persons. The primary objective of the Board is to establish
overall policy and strategy. As such, the Board may adopt and amend Bylaws or other
guidelines setting forth policies and procedures for the operation of the Authority and for
the exercise of the Board's powers granted herein.
b) The Board may form an Executive Committee, as provided in Article 8. The Executive
Committee may exercise all powers or duties of the Board, except (i) the adoption of the
Authority's annual budget or any amendments thereto, (ii) the adoption of the Bylaws or
any amendments thereto, and (iii) the issuance of bonded debt, which powers are
expressly reserved to the Board. All actions by the Executive Committee shall be subject
to review, and approval, modification, or disapproval, by the Board at its discretion.
c) The Board may form, as provided in Article 10, such other advisory
committees as it deems appropriate or it may delegate such power to the Executive
Committee in the Bylaws or by resolution of the Board. The membership of any such
other committee may consist in whole or in part of persons who are not Directors of th*
:• r.
d) The Board shall cause to be prepared, and shall review, modify as
necessary, and adopt the annual operating budget of the Authority. To the extent that ti
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telegated.
e) The Board shall receive, review and act upon periodic reports and
audits of the funds of the Authority, as required under Articles 10 and 13 of this
Agreement, including contracting with a certified public accountant for an annual audit
accounts, records, anfinancial affairs•f thAuthrity s necssary•r required. I
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g) The Board shall have such other powers and duties as are reasonably necessary to
carry out the purposes of the Authority including but not limited to making and
entering into contracts; employing agents and employees; acquiring, holding, and
disposing of property; incurring debts, liabilities or obligations necessary for the
operation of the Authority; receiving, accepting and expending or disbursing funds, by
contract or otherwise, for purposes consistent with the provisions hereof, adopting
contracting and purchasing rules and regulations, internal financial controls, personnel
rules and regulations, maintaining at all times a complete and accurate system of
accounting for all funds of the Authority, and similar rules and regulations consistent
with State law governing public agencies.
h) Adopt any rules, regulations, and policies as may be required for meetings, the conduct
meetings, and the orderly operation of the Authority.
ARTICLE 7
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7.01 RcaLilarMeetings. The Board of Directors shall hold at least two (2) regular meetings ea
year. The Board of Directors shall fix by resolution or in the Bylaws the date upon which, and
the hour and place at which, each regular meeting is to be held. Meetings of the Board of
Directors, Executive Committee, and any other "legislative body" of the Authority, as that term
is defined in Section 54952 of the California Government Code, shall be called, noticed, and 11
conducted in accordance with the Ralph M. Brown Act, Section 54950 et seq. of the California
Government Code.
7.02 Minutes. The Authority shall have minutes of each regular, adjourned regular, and speci
meetings kept by the Secretary. As soon as practicable after each meeting, th-
• •
orward to each Board member a copy of the minutes of such meeting.
7.03 Quorum. A majority of all members of the Board and the Executive Committee,
respectively, is a quorum for the transaction of business. A vote of the majority of a
quorum at a meeting of the Board or the Executive Committee is sufficient to take action
unless otherwise provided in the Bylaws; except that a majority of all members of the
Board is required in order to take action on: (i) the adoption of the Authority's annual
budget and any amendment(s) thereto, (ii) the adoption of the Bylaws and any
amendment(s) thereto, and (iii) the issuance of any bonded debt of the Authority. Howev]
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less than a quorum may adjourn from time to time • may not take action on matters
before the Board • Executive Committee.
ARTICLE •
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8.01 As set forth in Section 6.04 above, the Board may establish an Executive Committee
which shall consist of no less than three (3) Directors selected from the Board. The Board
will determine the number of Directors to serve on the Executive Committee. The Executive
Committee will include the Chair of the Authority designated pursuant to Article 9. Except
as otherwise provided herein, the composition, the terms of office of the Directors serving on
the Executive Committee, and the conduct of the Executive Committee shall be as provided
in the Bylaws. The Executive Committee shall conduct the business • the Authority between
meetings of the Board, exercising all those powers as provided for in Section 6.04(b), or as
*therwise delegated to it by the Board.
8.02 Each Director on the Executive Committee, except for the Chair of the Authority,
shall be confirmed and approved by the Board of Directors by a majority vote of the enti
Board.
8.03 Any vacancy on the Executive Committee shall be filled by the Board within ninety (90)
days of the vacancy.
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9.01 The Board shall nominate and elect a Chair, Vice Chair, and Secretary • the •
each
• a term • two (2) years, from among the • at its last meeting • every ••f
Fiscal Year. Each officer shall assume the duties of the respective office upon election.
If an officer ceases to be a Director of the Board, the resulting vacancy shall be filled at the
next regular meeting • the Board held after the vacancy • • at a special meeting of the
Board called to fill such vacancy. In the absence or inability of the Chair to act, the Vice
Chair shall act as Chair. The Chair shall preside at and conduct all meetings • the Board.
The Board may r•f such other • as it considers necessary and as provided in the
Itylaws.
10.01 The Board may establish advisory committees as it deems appropriate or it may, in the
Bylaws or by resolution, delegate such power to the Executive Committee. Members of
• shall be appointed by the Board • the Executive Committee. Each committee
shall have
• •i as determined • the Board • the Executive Committee • as
otherwise set forth in the Bylaws. Each committee shall meet on the call of its chairperson,
and shall report to the Executive Committee and the Board as directed by the Board or the
Eyecutive Com-ciittee.
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11.01 The members of the Board of Directors, officers and committee members of the Authorilu,
shall use ordinary care and reasonable diligence in the exercise of their powers and in the
performance of their duties pursuant to this Agreement. I
11.02 No Director, officer or committee member shall be responsible for any action taken or
omitted by any other Director, officer or committee member. No Director, officer or
committee member shall be required to give a bond or other security to guarantee the faithful
performance of his or her duties pursuant to this Agreement.
11.03 The Authority may acquire and maintain insurance protection as is necessary to
protect the interest of the Authority and its Members in its administration of the Authority in
accordance with Article 14 below.
12.01 Priiicipal Staff 'The following staff members shall be appointed by and serve at the
pleasure of the Executive Committee:
a) Executive Director, The Executive Director shall administer the daily business and
activities of the Authority, subject to the general supervision and policy direction o
the Board and the Executive Committee; shall be responsible for all minutes, notic
and records of the Authority; shall administer all contracts; may enter into contract
within authority set by the Board or Executive Committee, and shall perform such
other duties as are assigned by the Board or Executive Committee. The Executive
Director may be a contractor or an employee of one of the Members or Associate
Members of the Authority[DC3] and shall have obtained senior fire department
management rank that will provide a range of operational capability to the Authorit
b) Lep-al Counsel. With the approval of the majority of the Board, legal counsel shall be
appointed to serve as general counsel ("General Counsel") to the Authority.
12.02 Support Staff". Subject to the approval of funding in the Authority's budget and to the
general supervision and direction of the Board and Executive Committee, the Executive
Director shall provide for the appointment of such other staff as may be n-
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administrative support of the Authority, which staff shall be employees of the Authority.
Upon mutual agreement, a Member may provide supplemental administrative support
services in exchange for reimbursement by the Authority, or as a contribution credit for
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12.03 Treasurer f Controller. Pursuant to Section• 1 r;6505.6 oAct, the
finance director and finance manager [DC4]from an original member agency will be selecteli'
and designated as the Treasurer and Controller, respectively, of the Authority. The
Treasurer and the Controller shall be employees of the same Member. The Treasurer shall
be the depository and have custody of all funds of the Authority. The Controller shall
assure that there shall be strict accountability of all funds and reporting of all receipts and
disbursements of Authority. The Treasurer . • Controller shall have the duties and
obligations set f• • 6505, 6505.1, and 6505.5 of •se sections
be amended from time to time. To the extent permitted by the Act, the Board of Directors
may change - Treasurer and Controllerof • to any person or entity
authorized by the Act to occupy such offices.
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for •'s• direct compensationr• by • any
officer of • - Director,• or other
Authority under this Article 12, unless direct reimbursement is otherwise authorized pursuant t
Section 12.02 or Section 13.06 of this Agreement. I
employees or r r of - Authority forpurpose. Such personnel shall during the
period of assignment remainemployees of - assigning Members or • - Members.
ARTICLE
BUDGET, OPERATING lAUDIA
13.01 Annual Budget. The Executive Director will prepare and submit to the Board CH
Wirectors in sufficient time for• • adoption prior • July I of each
�=ual budget of the Authority for the next succeeding Fiscal Year. I
13.02 Disbursement of •ExecutiveDirector or -; designee shall caus- to
have warrants drawn for the payment of funds or disbursements and such requisition for
payment in accordancepolicies,procedures, and Bylaws adopted it
the Board. The Executive Director may apply for, receive, and use credit cards for the sole
purpose • • • • Authority business in accordance with applicable -n rules and
regulations.
13.03 Accountint,, All funds received by the Authority shall be placed in the custody of ths-
_Thesefunds shall be given object • and the receipt, or
disbursement of • during the term of Agreement -- be • -• for by
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governmental entities. There shall be strict accountability of all funds by the Controller. All
revenues and expenditures shall be reported by the Controller to the Executive Committee
a quarterly basis, unless otherwise required by the Board of Directors. I
13.04 AMroval of Exnenditures.. All expenditures within the approved budget shall be made
upon the approval of Director in accordancee rules, policies, and
procedures adopted by Board
Authority,13.05 Records and Audit. The Controller shall cause to be kept accurate and correct books
of account showing in detail all financial transactions of the Members relating to the
books of •unt shall correctly showany receiptsand also any costs,
Authorityexpenses, or changes paid or to be paid to a Member. These books and records of the
- hands of the Controllerbe open to inspection at all times during normal
business hours by any representative of a Member, or by any accountant or other person
authorized by a Member to inspect the books of records. The Controller shall cause the books
of • and other financial recordsof • to be audited annually, or biennially
authorized by the Board of Directors, by an independent certified public accountant and any
cost of •it shall be •. • by • requirements be •
prescribed by • •ller under California• ••- section 26909 and in
conformance with generally accepted auditing standards. The annual audit, or biennial as the
case may be, shall be submitted to the Board of Directors and the Executive Committee when
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06 participating personnel contributed and
assigned to the Authority by a Memberor • - Member shall have their salary, benefits,
• overtime,r. • by the respectiver- or •ciate Member. The Authority
auditingmay, but is not obligated to, reimburse a Member or Associate Member for expenses, or for
the overtime of employees or for salary, benefits, and overtime of employees contributed for
administrative support as authorized by Section 5.01(k) and Section 12.02, respectively and
as approved by the Executive Director. It shall be the responsibility of the Authority to
institute an -m wherein the hours worked by • • be documented
and reported on a weekly basis for submission in a timely manner to the individual's
contributing agency.
14.01 Obliaations orthe Authority. The debts, .r r obligations of •
("Authority Obligations") shall be the debts, liabilities and obligations of the Authority alo
Authority Obligations s". at constitute debts,.r and obligations of • •
Member, and the Members shall have no liability therefore. I
14.02 Contributed Member Ernplovees. The Members acknowledge that each Member may be
contributing and assigning its own personnel to a cooperative pool of personnel to provide
Qervice to the Authority. Each such contributing Member shall be solely responsible for and
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retain all debts, liabilities, and other obligations for all activities of its employees while acting in
the course and scope of their assignment to the Authority, and shall maintain sufficient insurancs
coverage, as determined by the Member, in effect at all times to cover any such claim, loss,
liability, or obligation, or otherwise provide for payment of such liability. Members may elect
to self -insure any insurance obligation under this Agreement.
14.03 Member Indemnity for General Liability of Contributed Einvlo)Lc-e. Each Member
shall protect, defend, indemnify, and hold free and harmless the Authority and the other
Members, their respective elected and appointed boards, officials, officers, agents,
volunteers, and employees from and against any and all liabilities, damages, loss, cost,
claims, expenses, actions, or proceedings of any kind or nature caused by an employee of the
Member who is performing Authority primary or support functions, including, but not by
way of limitation, injury or death of any person, injury or damage to any property, including
consequential damages and attorneys' fees and costs, resulting or arising out of or in any way
connected with the alleged willful or negligent acts or omissions in the course and scope of
carrying out their responsibilities in the performance of their duties to the Authority and for
which each Member shall maintain sufficient liability coverage, pooled self-insurance
coverage, or a program of self-insurance, which includes coverage for contractual promises
to indemnify, in effect at all times as determined by the Board of Directors, to cover any such
damage claim, loss, cost, expense, action, proceeding, liability, or obligation.
14.04 �Mcniber Indemnity 1or Workers Conmensatioii Liability of Contributed Eniplovee.
Each Member shall fully indemnify and hold harmless the Authority and each other Memb
its officers, employees and agents, from any claims, losses, fines, expenses (including
attorneys' fees and court costs or arbitration costs), costs, damages or liabilities arising fro
or related to (1) any workers' compensation claim or demand or other workers' compensatio
proceeding arising from or related to, or claimed to arise from or relate to, employment
which is brought by an employee of the respective agency or any contract labor provider
retained by the public agency, or (2) any claim, demand, suit or other proceeding arising
from or related to, or claimed to arise from or relate to, the status of employment (includin
without limitation, compensation, demotion, promotion, discipline, termination, hiring, wor
zssignment, transfer, disability, leave or other such matters) which is brought by an I
cmployee of the fire department agency or any contract labor provider retained by the fire
tepartment agency.
14.05 Risk N/Ianucment. The Authority shall employ the principles of sound risk management
in its operations. Risks of loss shall be identified, evaluated, and treated in a manner that protects
the Authority and each Member from adverse financial consequences. This may be accomplished
in part through the purchase of appropriate commercial insurance. The Board of Directors may
designate a Risk Manager from one of the Members (the "Authority Risk Manager") who shall
act in an advisory capacity to the Board to provide guidance in the area of risk management,
loss control, insurance procurement, and claims management. The Authority Risk Manager
or his/her designee will be responsible for maintaining the original insurance policies and
other risk management and insurance documents.
IK
1• Authority Indeinnitv of'Members. The • shall protect, defend, indemnify, and
hold free and harmless the Members, their respective elected and appointed boards, officials,
officers, agents, volunteers, and employees, and the individual Chair, Vice Chair, and
Secretary,
• and .• any and all liabilities, damages, • • claims, expenses,
actions, or proceedings of any kind or nature caused by staff employed by the Authority
-• • to • 12.02 including, • not • way • • injury • •-. • any
person, injury or damage to any property, including attorney's fees and costs, resulting or
arising • • • in any way connected with the alleged willful • negligent acts • omissions
in the course and scope of carrying out their responsibilities in the performance of their
duties to the Authority. This provision of indemnify shall not be construed to obligate the
• to • any liability including, but not limited • punitive damages, which by law
would be • to public •• • itself unlawful.
ARTICLE 15
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a)
• .•r• its Director, • alternate as may • allowed, to • • from the Board as
set
• in Article 6.
c) To make contributions in the form • membership • assessments, and fees, if
any, in accordance with the Bylaws and as determined by the Board, for the purpose of
defraying the costs of providing the annual benefits accruing directly to each party from
this Agreement. Any such contributions are subject to approval by the governing bodies
of Member agencies from whom such contributions are sought.
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ARTICLE 16
ADMISSION AND WITHDRAWAL OF PARTIES
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• • 9 LV I I I Lei I
16.02 The • shall file a • • this Agreement within 30 days • its Effective
Date with the office of the California Secretary of State, as required by California
• Code • 6503.5 and 6503.6. •• any change in membership, the
Authority shall file a notice of such change of membership within 10 days of its Effective
Date with the Secretary of State and with the county clerk of each county in which the
Authority maintains an office, as required by California Government Code Section 53 05 1.
IM,
16.03 Members may withdraw from the Authority in accordance with the following procedures
and conditions:
a) A Member may withdraw as provided and in accordance with Section 3.02 of this
Agreement.
b) After the expiration of the period provided in Section 3.02, a Member may withdraw as
follows:
(1) Effective Date of Withdrawal for a Member or Associate
Member. Such withdrawal shall become effective sixty (60) days following the giving of written
notice of withdrawal of participation by any Member or Associate Member agency to the
Executive Director.
(2) j)isposifiori of Mojietary Cotitributimis [Jpon Withdrawal. Upon the withdrawa
of a Member or Associate Member, that agency will be entitled to a pro -rata return of monetar
contributions or payments it made to the Authority that have not been expended by the Authori
as of the effective date of the Member's or Associate Member's withdrawal. The pro -rata retu
shall be calculated by taking the total monetary contributions or payments made by the then -
existing Members and that have not been expended, encumbered, or contractually obligated by
i
the Authority as of the effective date of the withdrawal, and dividing it by the number of then -
existing Members. Such allocation shall be reduced by the amount of any delinquent fees or
assessments owed by the Member or Associate Member. Each withdrawing or terminating
e
Member acknowledges and agrees that it is not entitled to and has no rights to a return or shar
of any property, supplies, equipment, or other interests of the Authority, except as set forth in
this Section or as otherwise approved by a majority of the Board.
16.04 The Board of Directors may terminate membership of any Member or Associate Member
for any or no reason upon majority vote of the entire Board, upon the effective date set by the
Board.
16.05 Upon any withdrawal or involuntary termination of a Member, the Member shall remai
responsible and liable for any claims, demands, damages, or liability arising from the Member'
membership in the Authority before the effective date of its withdrawal or involuntary
termination of membership from the Authority. A Member shall not be responsible or liable fo
any claim, demand, damage, or liability arising after the effective date of its withdrawal or
involuntary termination of membership from the Authority. The Authority may withhold fund
otherwise owing to the Member or require the Member to deposit sufficient funds, as determin
by the Board, to cover the Member's contingent responsibility for the foregoing claim, deman
damage, or liability.
IR
ARTICLE 17
DISSOLUTION AND DISPOSITION OF ASSETS
17.01 Except as provided herein, the Members agree that all supplies and equipment
purchased by the Authority shall be owned and controlled by the Authority as its sole al-ri.
separate property and not as property of any Member.
17.02 The Authority shall continue to exist and exercise the powers herein until the Authority is
terminated and dissolved by a vote of two-thirds of the entire Board of Directors; provided,
however, that no such dissolution shall be complete and final until the Authority has
satisfactorily disposed of all financial obligations and claims, distributed all assets, and
performed all other functions deemed necessary by the Board to conclude the affairs of the
Authority.
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a) The written consent of two-thirds of the Board of Directors; and
17.04 In the event of such termination of the Authority, any funds remaining following the
discharge of all debts and obligations shall be disposed of by distribution to each Member
who is on the Board immediately prior to the termination of the Authority, a share of such
funds proportionate to the contribution made to the Authority by the Member which have
accrued during its participation, to the extent determined by the Board in its sole discretion to
be fair and equitable and consistent to the distribution of assets as specified in the Bylaws.
17.05 Notwithstanding any other provisions of the Agreement, the Members agree to abide
by the following procedure for selling of equipment in the event the Agreement is
terminated. The equipment shall be given a fair market value by an appraiser agreed upon
by the Board. Before the equipment is sold on the open market, each Member shall have
the right to purchase the equipment at a price and under terms as agreed upon by the Board
which may include a financing arrangement for the purchaser to allow for a transition
period after the termination of this Agreement. If an agreement cannot be reached
concerning a purchase of the equipment, then it shall be sold on the open market. Proceeds
from the sale of equipment upon termination of the Agreement shall be distributed to the
Members in a manner consistent with the distribution of assets as provided in the Bylaws,
,-nd any modifications to that formula adopted by the Board.
IU I KIM DI N W., :91 11611
I IN I W
I W W I I tWJHffl6J CIATAU L-WIM ILI
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interests of the owners of bonds, letters of credit, or other financial obligations of the Authorit
The Executive Director shall file a notice of the amendment to this Agreement within 30
tays of its effective date with the office of the California Secretary of State, as required bJ_
California Government Code Sections 6503.5 and 6503.6. 1
18.02 Notices. Any notice required or permitted to be made hereunder shall be in writing arf1J
shall be delivered in the manner prescribed herein at the principal place of business of each
party. The party may give notice by: I
• Personal delivery;
• E-mail;
• U.S. Mail, first class postage prepaid;
• Facsimile; or,
• Any other method deemed appropriate by the Board.
At any time, by providing written notice to the other parties to this Agreement, any party may
change the place, facsimile number, or e-mail for giving notice. All written notices or
correspondence sent in the described manner will be deemed given to a party on whichever date
tccurs earliest:
mmm
The fifth business day following deposit in the U.S. mail, when sent by "first class"
mail; or,
V001111111. V11111H11211 11111111:11111���
18.03 Effective Date. This Agreement shall be effective at such time as provided in Section
3.01.
18.04 Conflicts of Interest. No official, officer or employee of the Authority or any Member
shall have any financial interest, direct or indirect, in the Authority. Nor shall any such
officer or employee participate in any decision relating to the Authority that affects his or her
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. The Authority
shall be subject to a Los Angeles County Conflict of Interest Code, as adopted by the Board
*f Supervisors, and must comply with all filing and other requirements as set forth therein
?nd in State law.
18.05 12Lismite Resolution and Arbitration. Disputes regarding the interpretation or
application of any provision of this Agreement shall first, to the extent reasonably feasible,
be resolved by and between any Members, or by and between any such Member and the
Authority, through consultation between the parties. In the event the parties cannot resolve
their dispute, then the Executive Committee shall form a subcommittee of three non -
interested, objective Members of the Executive Committee who may resolve the dispute.
M
61111,11,10-10 NUNN
In the event the dispute is not resolved by mediation, the dispute shall be resolved by
binding arbitration. The parties shall submit such dispute for binding arbitration in Los Angeles
County, California, before an arbitrator selected from Judicate West (or if it no longer exists,
from the American Arbitration Association (AAA), of it that no longer exists, from JAMS, or if
that no longer exists, from a similar arbitration organization.) Arbitration will be conducted in
accordance with Judicate West's, or other chosen arbitration organization's, then current rules
related to commercial arbitration. Judicate West's Commercial Arbitration Rules can be found
HEWIM
The parties shall have all rights for depositions and discovery as provided under the rules
of the selected arbitration organization. The arbitrator shall apply California law to the
proceeding. The arbitrator shall have the power to grant all legal and equitable remedies
including provisional remedies and award compensatory damages provided by law, but the
arbitrator may not order relief in excess of what a court could order. The arbitrator shall prepare
and provide the parties with a written award including factual findings and the legal reasoning
upon which the award is based. The arbitrator may award the prevailing party all reasonable
attorneys' fees, expert witness fees, and other litigation expenses, expended or incurred in such
arbitration or litigation, unless the laws related to the claim that the party prevailed on preclude a
court from awarding attorneys' fees and costs to the prevailing party. Any court having
jurisdiction may enter judgment on the award rendered by the arbitrator, or correct or vacate such
award as provided by applicable law. The parties understand that by agreeing to binding
arbitration, they are giving up the rights they may otherwise have to trial by a court or a jury and
all rights of appeal, and to an award of punitive or exemplary damages.
18.06 Partial trivalidity. 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 or void 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.
18.07 Successors. This Agreement shall be binding upon and shall inure to the benefit of the
successors of the Members hereto.
18.08 Ass4-mnietit. No Member may assign any right, claim or interest it may have under thl
a
Agreement, and no creditor, assignee or third party beneficiary of any Member shall have arl
cight, claim, or title to any part, share, interest, fund or asset of the Authority.
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18. 10 f-loadhigs, The section headings are for convenience only and are not to be construed as
modifying or governing the language of this Agreement.
18.11 Counterparts. This Agreement may be executed in counterparts. Each executed
counterpart shall have the same force and effect as an original instrument and as if all
Members had signed the same instrument.
18.12 Execution. The legislative body or governing body of each Member
enumerated herein have each authorized execution of this Agreement, as evidenced by the
authorized signatures below, respectively. A Member's signature to this Agreement is not valid
until its legislative or governing body has authorized execution of this Agreement.
18.13 Filtire Agreement. This Agreement, supersedes any and all other agreements or
representations, whether oral or written, between the parties hereto with respect to the
subject matter hereof and contains all of the covenants and agreements between the parties
with respect to any matter, and each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise, have been made
by any party, or anyone acting on behalf of any party, which are not embodied herein, and
that any other agreement or modification of this Agreement shall be effective only if
executed in writing and signed by the Authority and all Members.
18.14 Recitals. The above recitals are true and correct and are incorporated in this
Agreement by this reference.
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I I I EIJI FAMOM I KK#J I I M rg 1 W -1-71g; WROA6070 I r-) V -J &W I I I WOU-0 "L, kin 96 11 FOE
City of Downey Authorization
for MembershiD in the Los Anizeles, Countv Reeional Training Grout)
11I
LI1 � I-RIIIIIIIII WIT, Im"10- ff-1111,
YINYVe"WI 7 Mj
Clerk, as of the date so executed below.
By:
Sean Ashton
Mayor
By-
,
Ali� Duarte, C"''
City Clerk
Approved as to Form:
By$:,- ,
vette M
vettM.. Abich Garcia
City Attorney
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