Loading...
HomeMy WebLinkAboutReso - CC - 092-2018RESOLUTTON NO. 092-2018 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING AND RATIFYING AN AMENDED JOINT POWERS AGREEMENT FOR THE CENTRAL COUNTY FIRE DEPARTMENT WHEREAS, the Central County Fire Department (CCFD) was established in 2004 as a Joint Powers Authority (JPA) by the City of Burlingame and the Town of Hillsborough; and WHEREAS, CCFD has, since that time, provided fire and emergency medical services to its member agencies; and WHEREAS, the CCFD Board considered and adopted amendments to the JPA Agreement to better reflect current operations, existing law, and best practices for JPA governance; and WHEREAS, the City of Burlingame and Town of Hillsborough were both involved in creating those amendments and their respective staffs recommend them; and WHEREAS, amendments to the JPA Agreement require the approval of both the Town of Hillsborough and the City of Burlingame, and the Town of Hillsborough approved the amendments in May of 2018; and WHEREAS, the City Council has reviewed the amendments at its June '18, 2018 regular meeting. NOW, THEREFORE, BE lT RESOLVED thatthe City Council approves and ratifies the amendments to the CCFD JPA Agreement, as approved by the CCFD Board and the Town of Hillsborough, and as attached to this Resolution as Exhibit A. ichael Brow ,MAyo l, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame,rtify that the AYES: Councilmembers:BEACH,BROWNRIGG,COLSON,KEIGHRANNOES: Councilmembers: NONE ABSENT: Councilmembers:ORTIZ ea r, City Clerk foregoing resolution was introduced at a regular meeting of the City Council held on the 18th day of June, 2018, and was adopted thereafter by the following vote: EXHIBITA:AMENDMENTS TO CCFD JPA This Amended Joint Powers Agreement is dated_, 2017 (the "Agreement Date") and is entered into by the City of Burlingame and Town of Hillsborough (General Law Cities), each duly organized and existing in the County of San Mateo, State of California under the constitution and laws of the State and individually or collectively called Member Agencies. RECITALS This Joint Powers Agreement is predicated upon the following: A. The Joint Exercise of Powers Act (Government Code Section 6500 et seq., the Act) provides that two or more public agencies may by agreement jointly exercise any powers common to the parties to the agreement and may by that agreement create an entity which is separate from the parties to the agreement. B. The Member Agencies each have the authority to deliver fire suppression and emergency medical services within their respective jurisdictions. C. ln 2004, the Member Agencies, desirous of improving the quality and level of fire suppression and emergency medical service delivery within their communities through the sharing of resources and expertise, entered into a Joint Powers Authority Agreement and have operated as Central County Fire Department ("Department") pursuant to the terms and conditions in that agreement since 2004. D. The Member Agencies have now determined the specific terms of the 2004 agreement should be amended so that an Amended Joint Powers Agreement accurately reflects the Department's current structure and operations (the ?greement"). NOW, THEREFORE, the Member Agencies, for and in consideration of the mutual benefits, conditions and covenants set forth herein, agree as follows: SECTION 1 - PURPOSE The Joint Powers Authority is authorized to enhance the quality of service and to better utilize available resources by delivery of services through a single entity pursuant to Government Code Section 6500 et seq. to manage, operate and maintain Joint Facilities and to implement the financing, acquiring and construction of additions and improvements to the Joint Facilities to provide the Area with efficient and economical Fire and Emergency Medical Services; to coordinate the respective Member Agencies' Fire and Emergency Medical Services with other jurisdictions to achieve the most efficient and effective delivery system possible to the benefit of all AMENDED JOINT POWERS AGREEMENT FOR THE CENTRAL COUNTY FIRE DEPARTMENT communities involved; and, if necessary, to issue and repay Bonds of the Department. Each of the Members is authorized to exercise all such powers (except the power to issue and repay revenue Bonds of the Department) pursuant to its organic law, and the Department is authorized to issue and provide for the repayment of Bonds pursuant to the provisions of the Bond Law or other applicable law. SECTION 2. DEFINITIONS For the purposes of this Agreement, the following words shall have the following meanings: 2.1. 'Act" means the Joint Exercise of Powers Act of the State of California, California Government Code Sections 6500 et seq., as it now exists or may hereafter be amended. 2.2. 'Area" means the combined aggregate jurisdictional service areas of the Members as they now exist and as they may hereafter be modified by annexation of territory to or exclusion of territory from the boundaries of the Member Agencies. 2.3. 'Agreement" means this Amended Joint Powers Agreement 2.5. "Board of Directors' or "Board" means the governing body of the Department. 2.6. "Bonds" means bonds, notes or other obligations of the Department issued pursuant to any provision of law which may be used by the Department for the authorization and issuance of bonds, notes or other obligations. 2.7. "Bond interest and redemption expenses" means those sums of money required to be expended by the Department from any bond interest and redemption fund to be established and maintained by the Department for the payment of principal of and interest on bonds (if any) issued pursuant to this Agreement. 2.8. "Bond Law" means Article 2 of the Act, as now or hereafter amended, or any other law hereafter legally available for use by the Department in the authorization and issuance of bonds to finance needed public facilities or services. 2.9. "Chief Administrative Office/' means the City Manager of one of the Member Agencies appointed by the Board to serve for a two-year term. Unless otherwise decided by the Board, the appointment shall alternate between City Managers of the Member Agencies. The Chief Administrative Officer and the Chairperson shall not be from the same MemberAgency. 2.4. "Burlingame" means the City of Burlingame, a municipal corporation and general law city duly organized and existing in the County under the constitution and laws of the State. 2.10. "County" means the County of San Mateo, State of California. 2.11. 'Department" means the joint powers authority established by this Agreement as authorized by Government Code Section 6503.5 and identified as Central County Fire Department. 2.12. 'Department Personnel" shall mean those Department employees providing the administrative, fire, emergency medical, and disaster preparedness services on behalf of the Department. 2.13. "Fire and Emergency Medical Services' shall mean the provision of fire suppression, prevention, training, public education, disaster preparedness, emergency medical services, and directly related activities. 2.14. "Fte Stations and Equipment'shall mean the fire stations located within the MemberAgencies and all fire engines and other fire equipment, emergency medical vehicles and equipment and all other equipment commonly in use by the Department, together with replacements thereof and additions thereto. 2.15.'Fiscal year' means the period from July 1st to and including the following June 30th, or such other period as the Board may specify by resolution. 2.17 . "Joinl Facilities" means the existing fire stations and equipment owned by the Member Agencies, but managed and operated by the Department and any additional facilities or equipment acquired by the Department. 2.18. 'Member Agency' shall mean any public agency which is a signatory and party to this Agreement. 2.19. "Mutual Aid Agreements" shall mean those existing and future agreements between public agencies which have been developed to ensure a comprehensive and effective response to fires and medical calls within the jurisdictions of the Member Agencies and other fire and medicalemergencies. 2.20. "Secretary" means the Secretary of the Department appointed pursuant to Section 12 of this Agreement. 2.21 . "State" means the State of California SECTION 3 - ESTABLISHMENT OF THE CENTRAL COUNTY FIRE DEPARTMENT 2.16. "Hillsborough" means the Town of Hillsborough, a municipal corporation and general law city duly organized and existing in the County under the constitution and laws of the State. 3.1 .E arate al En . The Department, as a joint powers authority, is a separate entity from the Member Agencies and is responsible for the administration of this Agreement. 3.2.Filinq of Notices with Secre rv of State and Countv Clerk Within thirty (30) days after the effective date of this Agreement, the Department shall cause a notice of such amendment to be prepared and filed with the office of the California Secretary of State containing the information required by California Government Code Section 6503.5. Within ten (10) days after the effective date of this Agreement, the Department shall cause a statement of the information concerning the Department, required by California Government Code Section 53051 , to be filed with the office of the California Secretary of State and with the County Clerk, amending and clarifying the facts required to be stated pursuant to subdivision (a) of Government Code Section 53051. SECTION 4. TERM This Agreement shall be effective on the date it is signed by the last party to do so and shall continue in effect until such time as dissolution has occurred pursuant to Section 19 and all debts and obligations of the Department have been paid in full. SECTION 5 - POWERS AND OBLIGATIONS OF DEPARTMENT 5.1. General Powers. The Department shall have the power in its own name to exercise any and all common powers of its MemberAgencies reasonably related to the purposes of the Department, including, but not limited to, the powers to: (a) Seek, receive and administer funding from any available public or private source, including grants or loans under any available Federal, State and local programs for assistance in achieving the purposes of the Department; (b) Contract for the services of necessary consultants; (c) Make and enter into other contracts including contracts pursuant to which the Department would provide Fire and Emergency Medical Services; (d) Employ agents, officers and employees; (e) Acquire, lease, construct, own, manage, maintain, dispose of or operate (subject to the limitations herein) any buildings, works or improvements deemed necessary by the Board, including Fire Stations and equipment; (0 Acquire, hold, manage, maintain, or dispose of any other property by any laMul means, including without limitation gift, purchase, eminent domain, lease, lease-purchase, license or sale; (S) lncur all authorized debts, liabilities, and obligations, including issuance and sale of bonds, notes, certificates of participation, bonds authorized pursuant to the Mello-Roos Local Bond Pooling Act of 1985, California Government Code Sections 6584 et seq. (as it now exists or may hereafter be amended) or any other legal authority common to the Members and such other evidences of indebtedness, subject to the limitations herein; (h) Receive gifts, contributions and donations of property, funds, services and other forms of financial or other assistance from any persons, firms, corporations or governmental entities; (D Sue and be sued in its own name; 0 With the prior permission of the Governing Boards of the Member Agencies, seek the adoption or defeat of any Federal, State or local legislation or regulation necessary or desirable to accomplish the stated purposes and objectives of the Department; (k) Adopt rules, regulations, policies, bylaws and procedures governing the operation of the Department; (l) To invest money pursuant to California Government Code Section 6505.5 that is not required for the immediate necessities of the Department, as the Department determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to Section 53601 of the California Government Code as it now exists or may hereafter be amended; (m) Carry out and enforce all the provisions of this Agreement; and (n) Exercise all other powers not specifically mentioned herein, but common to Member Agencies, and authorized by California Government Code Section 6508 as it now exists or may hereafter be amended. 5.2. Specific Powe rs and Obliqations. The De partment shall have the power in its own name to exercise the following specific powers and obligations to: (a) Conduct an audit of the records and accounts of the Department annually by an independent certified public accountant and copies of such audit report shall be filed with the State Controller, the County Auditor, and shall be provided to the Member Agencies no later than fifteen (15) days after receipt of such audit reports by the Department. (b) Use any statutory power available to it under the Act and any other applicable laws of the State of California, whether heretofore or hereinafter enacted or amended, for issuance and sale of any revenue bonds or other evidences of indebtedness necessary or desirable to finance the exercise of any power of the Department, and may borrow from any source including, without limitation, the Federal government, for these purposes. (e) For purposes of California Government Code Section 6509, the powers of the Department shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed upon the City of Burlingame, a general law city. SECTION 6. BOARD OF DIRECTORS 6.1. Governi o Board. Th e Department shall be governed by a Board of Directors ("Board') consisting of two (2) representatives from each of the Member Agencies. 6.2. Qualifi tions. Re presentatives to the Board shall be members of the City Council of the Member Agency that they represent. As determined by each Member Agency, the Mayor or Council of each Member Agency shall appoint its representatives and shall fill any vacancies should a representative of such Member Agency cease to serye as a Board member for any reason. A Board vacancy will occur when a representative is no longer serving as a member of the City Council of a MemberAgency. 6.3. Board Terms. Su bject to subsection 6.4(b), representatives selected by each of the Member Agencies shall serve one or more terms of two (2) years on the Board, unless earlier removed by the City Council of the Member Agency that they represent. Each two (2) year term shall commence on the date of the applicable December meeting of the Board, or, in the event such December meeting is postponed, then on the date of the postponed meeting. (c) Incur debts, liabilities and obligations, whether contractual or non- contractual, of the Department shall be the debts, liabilities and obligations of the Department alone, and not the debts, liabilities and obligations of the Member Agencies. (d) Defend, hold harmless and indemnify, to the fullest extent permitted by law, each Member Agency from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees, where the same arise out of, or are in any way attributable in whole or in part, to the actual or alleged negligent acts or omissions of the Department or its employees, officers or agents or the employees, officers or agents of the Member Agencies while acting within the course and scope of an agency relationship with theDepartment. 6.4. Board Officers. Th e Board shall elect one of its members to serve as Chairperson and one member as Vice Chairperson, each to serve a term of two (2) years unless earlier removed by the Board subject to the following: (a) Unless otherwise decided by the Board, the offices of Chairperson and Vice Chairperson shall alternate between Member Agencies, with the Chairperson representing one Member Agency, and the Vice Chalrperson representing another Member Agency. (b) lf, within the first year after being selected, the Chairperson is unable to continue serving on the Board, the Chairperson's replacement shall complete the remainder of the Chairperson's term. (c) lf the Chairperson is unable to continue serving on the Board with less than one (1) year left on the Chairperson's term, then the Vice-Chair shall become Chairperson for the remainder of the term. This service shall not affect any other portions of the rotation, terms of office or term on the Board. A Vice Chairperson will then be selected from another MemberAgency. (d) lf the Vice Chairperson is unable to continue serving on lhe Board, the Vice Chairperson's City Council shall select another Board member to complete the remainder of the Vice Chairperson's term. (e) The Chairperson shall preside over all meetings of the Board and perform such other duties as may be imposed by the Board in accordance with law and this Agreement. (0 The Vice-Chairperson shall preside over all meetings of the Board in the Chairperson's absence and perform such other duties as may be imposed by the Board in accordance with law and this Agreement when the Chairperson isabsent. 6) The Secretary shall be the official custodian of all records of the Department. The Secretary shall attend to such filings as required by applicable law. The Secretary shall perform such other duties as may be imposed by the Board. 6.5. Additiona Officers and Consultants.The Board may appoint any additional officers deemed necessary or desirable. Such additional officers also may be officers or employees of a Member Agency or of the Department. The Board may also retain such other consultants or independent contractors as may be deemed necessary or appropriate to carry out the purposes of this Agreement. 6.6. Bondinq Requirements. The officers or persons designated to have charge of, handle, or have access to any funds or property of the Department shall be so designated and empowered by the Board. Each such officer or person shall be required to file an official bond with the Department in an amount established by the Board. Should the existing bond or bonds of any such officer or persons be extended to cover the obligations provided herein, said bond or bonds shall satisfy the requirements of this paragraph and 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 Department. lf it is prudent to do so, the Department may procure a blanket bond on behalf of all such officers and persons. 6.7. Subcommittees. The Board may create permanent or ad hoc subcommittees to give advice to the Board on such matters as may be referred to such subcommittee by the Board. Qualified persons shall be appointed to such subcommittees by the Board, and each such appointee shall serve at the pleasure of the Board. All regular, adjourned and special meetings of such subcommittees shall be called and conducted in accordance with the applicable requirements of the Ralph M. Brown Act, Government Code Section 54950 et seq., as it now exists or may hereafter be amended, and all other applicable law. 6.8. Meetinqs. The Board shall hold publicly noticed meetings as needed but at least annually. Meetings shall be held in San Mateo County at a place(s) to be designated by the Department. All meetings of the Board shall be called and conducted in accordance with the provisions of the Ralph M. Brown Act and other applicable law. 6.9.orum and Votin . All voting powers of the Department shall reside in the Board. A majority of the regular members of the Board shall constitute a quorum for the transaction of business. Each member of the Board shall have one vote. The affirmative votes of a majority of the total number of Board members shall be required to take any action. 6.10. Rules. The Board may adopt from time to time such bylaws, rules, and regulations for the conduct of meetings of the Board and of the affairs of the Department as are consistent with this Agreement and other applicable law. 6.1'l . Minutes. The Secretary shall cause minutes of all meetings of the Board to be drafted. Upon approval by the Board, such minutes shall become a part of the official records of the Department. 6.12. Conflicts of lnterest. (a) California Political Reform Act. Board members shall be considered "public officials" within the meaning of the Califomia Political Reform Act of 1974, as amended, and its regulations, for purposes of financial disclosure, conflict of interest and other requirements of such Act and regulations, unless determined otherwise in a contrary opinion or written advice of the California Fair Political Practices Commission. The Department shall adopt and maintain a conflicts of interest code in compliance with the Political Reform Act. (b)Levine Act. Board members are "officials" within the meaning of California Government Code Section 84308 et seq., commonly known as the "Levine Act," and subject to the restrictions of such act on the acceptance, solicitation or direction of contributions. 6.13. Med iation. Because the Board has an even number of Board members as well as a requirement of attaining a majority vote of members to take action, there may be times when the Board is unable to reach a decision on an important issue. lf the Board reaches such a point, the Board shall refer the matter to the Member Agencies' governing boards for resolution. lf the matter is not resolved after refenal to the Member Agencies' governing boards, the Member Agencies shall attempt to resolve the matter by mediation. lf a mediator cannot be agreed upon by the Member Agencies' governing boards, then each shall submit the name of a proposed mediator, and the mediator shall be chosen by a blind drawing. Mediation shall be conducted within ninety (90) days unless the Member Agencies agree in writing to extend the time for mediation and concluded before resorting to court action. Mediation fees shall be paid equally by the Member Agencies. SECTION 7. POWERS AND DUTIES OF GOVERNING BOARD 7.1. Powers and ln addition to the powers and duties set forth elsewhere in this Agreement, the Board of Directors shall have the following powers and duties to: (a) Approve an annual budget for the Department; (b) As agreed upon by the Member Agencies, determine the level of Fire and Emergency Medical Services to be provided by the Department, and within the limits of the Member Agencies or pursuant to Mutual Aid Agreements; (c) Make and enter into contracts or sub-contracts; (d) lncur debt, liabilities and obligations on behalf of the Department as pertains to the common purposes as set forth above; (e) lnvest Department funds pursuant to the investment policy of the Department; (0 Appoint one of the Member Agencies as depository which will have custody over all Department funds without regard to their source; (S) Receive contributions, donations or grants of property, funds, services, or other forms of assistance from any source; (h) Coordinate Department activities with other Joint Powers Authorities or public agencies established for similar purposes in pursuing the common purposes set forth above; and (i)Appoint a Legal Advisor for the Department. SECTION 8 - OPERATIONS AND FACILITIES 8.1. Principal Office. The principal office of the Department shall initially be the current offices maintained by the Central County Fire Department in the City of Burlingame, 1399 Rollins Road, Burlingame, California. The Department may establish another principal office by resolution of the Board. 8.2 Assumotion of Resoonsi ilitie s bv the Deoartment. As soon as practicable after the effective date of any amendment called for due to the addition of new Member Agencies, the new Member Agencies shall appoint their representatives to the Board, and the Fire Chief shall give notice of an organizational meeting of the newly constituted Board. At said meeting, the Board shall provide for its regular meetings, shall elect a Chair and Vice-Chair, and shall appoint a Secretary as prescribed in Section 6. 8.3. Deleoation of Authoritv: Transfe r of Records. Accounts, Funds and Propertv. Each of the Member Agencies has delegated to the Department the power and duty to operate, manage and control all of the Joint Facilities of each of the respective Member Agencies within their territorial jurisdictions, as well as those a Member Agency or the Department may acquire in the future. This includes fire stations, land, buildings and firefighting equipment. Further, the Member Agencies have delegated to the Department the authority to employ the necessary personnel and to do any and all other things necessary or desirable to provide continued, efficient, and economical Fire and Emergency Medical Services to the Area. 8.4. Use of Joint Facilities. Exce pt as provided for in Section 18, by entering into this Agreement, the MemberAgencies agree thatthe Department may use the Joint Facilities during the term of this Agreement. SECTION 9 - EMPLOYEE RELATIONS 9.1.Status of Empl of the Deoartment. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation, and other benefits which apply to the activity of employees of the Department when performing their respective functions within the territorial limits of a Member Agency shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties under the provisions of this Agreement and Chapter 5 of Division 7 of Title 1 of the California Government Code, commencing with Section 6500. However, none of the employees of the Department shall be deemed to be employed by any Member Agency or to be subject to any of the requirements of such Member Agency by reason of their employment by the Department. 9.2. Emplovee Relations. The Board shall maintain as necessary Employer- Employee Relations Procedures, Personnel Rules and Regulations applicable to the Department. 9.3. Barqaininq. Bargaining under the Meyers-Milias-Brown Act shall proceed as set forth in this section. Employees of the Department are not employees of any Member Agency. However, the legislative bodies of the Member Agencies may, as provided in Government Code Section 54957.6, meet in a joint closed session to instruct the Board and staff negotiators if necessary. The Board and staff negotiators shall negotiate with the representatives of the Department's employees. 10.1 . Powers and Duties. The Chief Administrative Officer shall have the following powers and duties: (a) Coordination and operation of the Department on a day-to-day basis to ensure that the policies and direction of the Board are implemented operationally and administratively. (c) ln conjunction with the Fire Chief, preparation of the annual budget for submission to the Board. (d) Approval of changes in the Department's annual budget which do not exceed in the aggregate two percent (2o/o) of the total amount of the budget, as approved by the Board. (e) Appointment and termination of the Fire Chief. (0 Hiring, promoting, demoting, imposing disciplinary action and/or terminating employees of the Department. Authority for these duties may be delegated, in whole or in part, to the Fire Chief in accordance with the prevailing and relevant provisions found in the Department's Memoranda of Understanding. (S) Designation of an Acting Chief Administrative Officer, Acting Secretary or Acting Treasurer to serve when the Chief Administrative Officer, Secretary or Treasurer will be temporarily absent. (h) Appointment of an employee of the Department to act as Secretary to the Department. (i) Appointment of an employee of one of the Member Agencies, or in lieu thereof pursuant to California Government Code Section 6505.5, the Treasurer SECTION 1O . CHIEF ADMINISTRATIVE OFFICER (b) Management of inter-jurisdictional responses under any applicable mutual aid agreements, automatic aid agreements, and the greater alarm plans to operationally implement this Agreement. of San Mateo County or a certified public accountant, to act as Treasurer of the Department. O Appointment of an employee of one of the Member Agencies, a Department employee or qualified third party to act as Human Resources Director for the Department. SECTION 11 . FIRE CHIEF OF THE DEPARTMENT 1 1 .1 . Powers and Duties. The Fire Chief shall have the following powers and duties: (a) Planning, coordinating, supervising and evaluating the Department's operations. Conducting the day{o-day operations of the Department. (c) Coordinating and supervising all training. (d) Making recommendations to the Board and the Chief Administrative Officer regarding the operations of the Deparlment. (e) Establishing policies and procedures for the Deparlment in order to implement directives from the Chief Administrative Officer and Board. (0 ln conjunction with the Chief AdministrativeOfficer, preparing the annual budget for submission to the Board. SECTION 12. SECRETARY OF DEPARTMENT 12.1. Powers and Duties. The Treasurer of the Department shall have the following powers and duties: (a) Maintaining all financial records on behalf of the Department at a location determined by the Board. (b) Acting as Controller for the Department and performing all such functions such as disbursement of revenues, payment of outstanding obligations of the Department and other similar functions. (b) Supervising and managing the Department personnel. 12.1. Powers and Duties. The Secretary of the Department shall have the following powers and duties: (a) Maintaining all necessary records on behalf of the Department. SECTION 13 - TREASURER OF DEPARTMENT SECTION 14 - INSURANCE AND LIABILITY 142 Limitation on Liability. No de bt, liability, or obligation of the Department shall constitute a debt, liability or obligation of any Member Agency. (a) lf damage occurs to any Joint Facilities, the Member Agency owning the property shall be responsible for any repairs or replacement without contribution by other Member Agencies or the Department, provided that the damage is not caused by the negligent or wrongful acts of the Department, its agents or employees. lf damage is caused by the Department, its agents or employees by their negligent or wrongful acts, the Member Agencies shall contribute to the repair or replacement pursuant to the cost sharing formula in Section 16.3. (b) Except as expressly authorized by the Member Agencies, no Member Agency shall be responsible for the acts and omissions of another Member Agency's officers or employees nor shall a Member Agency incur any liabilities arising out of the services and activities of another Member Agency's officers or employees. (c) lf the Department is held liable upon any judgment for damages caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, the pro rata share of each Member Agency in the satisfaction of such a judgment shall be based upon each Member Agency's allocation of expenses pursuant to Section 16(D) above. SECTION 15 - ADDITION OF MEMBER AGENCIES Any local agency may apply for membership in the Department. The Board shall review all applications for membership in the Department. lf the recommendation is to add a new Member Agency, that recommendation shall be forwarded to the Member Agencies for review. Addition of a new member agency to the Department shall require unanimous approval by the Member Agencies. The Department may require such contributions and conduct such investigations, as it may deem appropriate as a condition of application and approval of additional member agencies. SECTION 16 - MAINTENANCE AND OPERATION COSTS: COST ALLOCATION '16.1. Annual Budqet. The Board shall adopt a budget for maintenance and operation costs, and costs of special services in time to allow review by the Member Agencies prior to June 30th of each fiscal year. The Department's fiscal year shall be July 1 to June 30. Each Member Agency shall prepare its own annual budget for capital costs related to Department services. Subject to the exception provided for in Section 10.1(d), no expenditures may be made by or on behalf of the '14.1. Insurance Coveraqe. The Department shall be responsible for obtaining insurance coverage for its activities, as the Board deems appropriate. 16.2. Records and Accounts. The Department shall cause to be kept accurate and correct books of account, showing capital costs (if any), special services costs, and maintenance and operation costs of the Department. The Department shall maintain accurate and correct books of account showing all Department Personnel costs and the costs of maintenance and operation of the Fire Stations and Equipment, including liability, casualty and workers' compensation insurance and a reasonable depreciation reserve for capital items. The aforedescribed books and records shall be open to inspection at all times during normal business hours by Member Agencies. The Treasurer shall cause all financial records of the Department to be audited by an independent public accountant or certified public accountant at least once a fiscal year and a copy of the audit to be delivered promptly to each Member Agency. 16.3. Allocation of Expenses. The allocation of expenses for the Department was established in 2004 when the JPA was formed and has remained unchanged since then with costs and expenses allocated sixty percent (60%) to Burlingame and forty percent (407o) to the Town of Hillsborough. The costs and expenses described in subsection 16.2 above shall continue to be allocated sixty percent (60%) to the City of Burlingame and forty percent (40%) to the Town of Hillsborough. 16.4. User Fees. The Treasurer, in disbursing revenues, shall remit all user fees to the Member Agency in whose jurisdiction the service was provided, and such fees shall thereupon become the property of such Member Agency. Reimbursements for fire service shall be allocated between the Member Agencies using the same formula as the allocation of expenses. SECTION 17 - WITHDRAWAL FROM THE JOINT POWERS AUTHORITY SECTION I8. DISPOSITION OF ASSETS UPON WITHDRAWAL OF A MEMBER AGENCY The withdrawal of any Member Agency shall not terminate this Agreement provided at least two (2) Member Agencies remain. Upon withdrawal, the Member Department unless authorized by a budget or budget amendment approved by the Board. A Member Agency may withdraw from this Agreement by filing written notice of intention to do so with the other Member Agencies at least six (6) months in advance of the beginning of a Department fiscal year. Agency's separately owned fire stations and equipment, if any, would no longer be available for use by the Department. No Member Agency, by withdrawing, shall, except as may be agreed to by the remaining Member Agencies, be entitled to payment or return of funds paid or property donated, if any, by the withdrawing Member Agency to the Department or to any distribution of its assets except for its proportionate share of any unobligated fund balance held by the Department. SECTION 19 - TERMINATION; DISSOLUTION AND DISPOSITION OF ASSETS This Agreement may be terminated and the Department dissolved upon the consent of the Member Agencies. Upon termination of this Agreement and dissolution of the Department, property and equipment owned by the Member Agencies shall, at that point, no longer be available for use by the Department. Department funds shall first be used to pay expenses, debts, liabilities and obligations of the Department and then allocated based upon the funding formula then current under Section 16(D) above. The proportionate shares of any assets, equipment or supplies owned by the Department shall be returned to the Member Agencies on that same formula; however, if the Member Agencies are unable to agree on how to distribute some or all of the non- monetary assets, the disputed assets shall be sold and the proceeds distributed according to the formula described in Section above. Funds in a depreciation reserve account of Member Agencies subject to the cost allocation formula under Section 16(D) shall be considered an asset of the Department for purposes of this Section. SECTION 20 . AMENDMENT This Agreement may be amended from time to time with the written consent of all of the Member Agencies. SECTION 21 - NOTICE ln the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of its actual and reasonable attorney's fees, costs and expenses incurred in the proceeding. Any notice required to be given or delivered by any provision of this Agreement shall be personally delivered or deposited in the U.S. Mail, registered or certified, postage prepaid, addressed to the Member Agencies at their addresses as reflected in the records of the Department, and shall be deemed to have been received by the Member Agencies to which the same is addressed upon the earlier of receipt or seventy-two (72) hours after mailing. SECTION 22 - ATTORNEY'S FEES SECTION 23 - SEVERABILITY Should any part, term or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with the law of the State or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. SECTION 24 - SUCCESSORS SECTION 25 - ASSIGNMENT AND DELEGATION No Member Agency may assign any rights or delegate any duties under this Agreement without the written consent of all other Member Agencies and any attempt to make such an assignment shall be null and void for all purposes. SECTION 26 - COUNTERPARTS This Agreement may be executed in one (1) or more counterparts, all of which together shall constitute a single agreement, and each of which shall be an original for all purposes. SECTION 27 - INTEGRATION This Agreement represents the full and entire Agreement among the Members with respect to the matters covered herein. SECTION 28 - EXECUTION The legislative bodies of the Members have each authorized execution of this Agreement, as evidenced by the respective signatures attested below. lN WITNESS THEREOF, the parties hereto have set their hands the day and year first hereinabove written. CITY OF BURLINGAME TOWN OF HILLSBOROUGH By:By: This Agreement shall be binding upon and inure to the benefit of any successor of a Member Agency. AMENDED JOINT POWERS AGREEMENT ESTABTIS+{+NG-FOR THE CENTRAL COUNTY FIRE DEPARTMENT RECITALS This Joint Powers Agreement is predicated upon the following: A. The Joint Exercise of Powers Act (Government Code Section 6500 et seq., the Act) orovides that two or more oublic qencies mav bv aoreement iointlv exercise any powers common to the parties to the aqreement and may by that aqreement create an entity which is separate from the Darties to the aqreement A. The parties are public corporations or entities organized and operating-unde+ the laws ef the State ef Califernia, B. The Member Agencies each have the authority to pedenn deliver fire suppression aegv*e+,+algl_gmergency Medica{ medical Senriees services within their respective fire agereies;and ether relatedaetivitie^iurisdictions. C. ln 2004. tThe Member Agencies, are desirous of improving the quality and level of Fire fire suppression and Emergeney emerqency Medieal medical {iepuiees service delivery within their communities through the sharing of resources and t P mexpertiseentered into a .lo tn owers Arrthoritv Aoree ent and have ooerated as Central Countv Fire Department ("Depa rtment") pursuant to the terms and conditions in that aqreement since 2004 D. The Member Agencies have now determined the specific terms of the-.,!Q0z[ aqreement should be amended so thatit an Amended Joint Powers Aqreement accuratelv reflects the Department's current structure and operations rn-an-Amended and Restated Jeint Pewers Aqreement (the "Agreement") NOW, THEREFORE, the Member Agencies, for and in consideration of the mutual benefits, conditions and covenants and-€g+eem€€*s-set forth herein, agree as follows: This Amended Joint Powers Agreement is dated_, 2€.e+&1f_(he "Agreement Date") and is entered into by the City of Burlingame and Town of Hillsborough (General Law Cities). each duly organized and existinq in the County of San Mateo, State of California under the constitution and laws of the State and individuallv or collectivelv called Member Aoencies. SECTION 1 - PURPOSE A The oint A hori IS es+ab.lishedautho rized to enhance the quality of service and to better utilize available resources b delive of servi h hasin le ent pursuant to Government Code Section 6500 ane-iettewiase!5eq_ to manag e . ooerate and maintain Joint Facili s and to imolement the financino. acquirin o and constr uction of additions and improvements to the Joint Facilities to p rovide the Area with efficient and economical Fire and Emerqencv Medical Services,to coordinate the respective Member Aoencies' Fire and Eme rqencv Medical Services with other iurisdictions to ac hieve the most efficient and effective del ivery svstem oossible to the benefit of all co mmunities involved. ald-if necessary, to issue and re pav Bonds of the Department. Each of the Members is autho to exercise all such powers (except the Dower to issue and reoav revenue Bon s of the Deoartment) oursuant to its roanic law and the Deoartment is authorize dto ssue and orovide for the repavment of Bonds oursuant to the provisions of the Bond Law or other oolicable la B. As a further objective of this Agreement, the public authority may-€eordieate iens te aehieve the mest effieient and effeetive delivery system pessible te the benefit ef the all-€€mmuniti€sinYolve+ SECTION 2 - DEFINITIONS For the ourooses of thi s Aoreement. the followino words sha ll have the followinq meanrnqq 2 .2. " Area" means the combined aoqreqate iurisdictional service areas of the Members as they now exist and as th ev mav here after be modified bv annexation of territorv to or exclusion of territory from the boundaries of the Member Aqencies. 2.1. "Act" means the Joint Exercise of Powers Act of the State of California. California Government Code Sections 6500 et seq.. as it now exists or mav hereafter be amended. 2.8. "Bond Law" means Article 2 of the A ct. as now or hereafter amended. or anv other law hereafter allv available for use bv the Department in the authorization and issuance of bonds to finance needed oublic facilities or services 2.1 1. "Departme nt" means the ioint powers authority established bv this Aoreement as authorized b v Government Code Section 650 3.5 and identified as Central Countv Fi re DeDartment 2.12. "Department Personnel" shall mean those Department em ployees providing the adm inistrative fire, emergency medical, and disaster preparedness services on behalf of the Department 2.13. "Fte and Emergency Medical Services" shall mean the provision of fire suppression, prevention, training, public education, disaster preparedness, emergency medical services, and directly related activities. 2.3. "Aoreement" means this Amended Joint Powers Aqreement. 2.4. "Burlinqame" means the City of Burlinqame, a municipal corporation and oeneral law citv dulv organized and existino in the Countv under the constitution and laws of the State. 2.5. "Board of Directors'or "Board" means the qoverninq bodv of the Department. 2.6. "Bonds" means bonds. notes or other obliqations of the Department issued pursuant to anv provision of law which mav be used bv the Deoartment for the authorization and issuance of bonds. notes or other obliqations. 2.7. "Bond interest and redemption expenses" means those sums of monev required to be expended by the Deoartment from any bond interest and redemption fund to be established and maintained by the Department for the oavment of orincipal of and interest on bonds (if any) issued pursuant to this Agreement. 2.9. "Chief Adminiskative Officer" means the Citv/Town Manaqer of one of the Member Aqencies appointed by the Board to serve for a two-vear term. Unless otherwise decided bv the Board. the apoointment shall alternate between Citv/Town Manaqers of the Member Aqencies. The Chief Administrative Officer and the Chairperson shall not be from the same Member Aqency. 2.10. "Countv'means the CounW of San Mateo. State of California. 2.'14. "Fire Stations and Equipment" shall mean the fire stations located within the Member Agencies and all fire engines and other fire equipment, emergency medical vehicles and equipment and all other equipment commonly in use by the Fire Department , together with replacements thereof and additions thereto. 2.15. "Fiscal year" means the period from July 1st to and including the following June 30th. or such other oeriod as the Board mav spe cifv bv resolution 2.17 - " Joinl Facilities" means the existi nq fire stations and uioment owned bv Member enctes na ed and rated b the De artm additional facilities or eouipment acquired bv e DeDartment 2.18. "Member Agency" shall mean any public agency which is a signatory and party to this Agreement. 2.19. "Mutual Aid Agreements" shall mean those existing and future agreements between public agencies which have been developed to ensure a comprehensive and effective response to fires and medical calls within the jurisdictions of the Fember Member ageneies Aqencies and other fire and medical agen€tesqnggglqcg 2.20. "Sec ry" means the Secretary of the Department appointed pursuant to Section 12 of IS Aoreement 2.21. "State" means the State of Cal ifornia. SECTION 3 - ESTABLISHMENT OF THE CENTRAL COUNTY FIRE DEPARTMENT 3.1. Separate Leqal Entitv. The Member Ageneies hereby ereate an-entity te The Department. as a ioint powers a s+al-ge-aa en+i+f+na+ is a separate entitv from the Member Agencies and shall-be is responsible for the administration of this Agreement. 3.2. Filinq of Notices with Secretarv of State and Countv Cle rk. Within thirtv (30) davs after the effective date of this Aqreement . the Department shall cause a notice of such amendment to be oreoared and filed with the office of the California Secretary 6503.5. reouired bv California Government Code Sectionof State containinq the information 2.16. "Hillsborough" means the Town of Hillsborough, a municipal corporation and oeneral law citv duly organized and existinq in the Countv under the constitution and laws of the State. SECTION 4 - TERM This Agreement shall be effective n the date it is siqned bv the last partv to do so and shall continue in effect until such ti measd lution has occurred pursu nt to Section 19 and all debts and obl ioations of the Deoartment have been paid in full. SECTION 5 - POWERS AND OBLIGATIONS OF +HEDEPARTMENT inetuding and pu+p€ses aehieve-$e 5.1. General Powers. The Dep artment shall have the power in its own rcmelq as exercise any and all mon Dowers of its Member Aqencies reasonab lv related to the purposes of the De partment, includin o. but not limited to, t oowers to (a) Seek, receive and administer funding from any available public or private source . includinq qrants o r loans under anv available Federal, State and local n .rnre for assistance in ac hierri nth e n U oses of the Dn ntrm l b \CN ntract for the services of n SSA consultants Within ten (10) davs after the effective date of this Aqreement, the Department shall cause a statement of the information concerninq the Department. required by California Government Code Section 53051. to be filed with the office of the California Secretarv of State and with the Countv Clerk. amendinq and clarifvinq the facts required to be stated pursuant to subdivision (a) of Government Code Section 53051 . (c) Make and enter into other contracts; (d) Emplov aqents. officers and emplovees: (g) lncur all authorized debts, liabilities, and obligations, including issuance and sal e of bonds. notes. cert es of oarticioation. bonds authorize d pursuant to the Mello-R oos Local Bond Poolino Act of 1985, California Government Code Sections 6584 et seq. (as it now exists or m av hereafter be a mended) or anv other leqal a uthoritv common to the Members and $ucfi othel€ylde[ces of indebtedn . subiect to the limitations he reln: Sue n be sued in its own name 0) With the prior permission of the Governing Boards of the Member Aqencies. seek the ad ootion or defeat of anv Federal, State or local leoislation or requlation necessa rv or desirable to accom olish the stated ourooses and ob iectives of the Department; the o o eration o (k) Adopt rules, regulations, policies, bylaws and procedures governing f Dethe o artment (e) Acquire, lease, construct, own, manage, maintain, dispose of or ooerate (subiect to the limitations herein) anv buildinqs. works or imorovements deemed necessarv bv the Board. includinq Fire Stations and equipment: (f) Acquire, hold, manage, maintain, or dispose of any other property-by anv lawful means. includinq without limitation gift, purchase. eminent domain, lease, lease-ourchase. license or sale; (h) Receive gifts, contributions and donations of property, funds, services and other forms of financial or other assistance from any persons. firms. corporations or oovernmental entities: (l) To invest money pursuant to California Government Code Section 6505.5 that is not required for the immediate necessities of the Department. as the Department determines is advisable. in the same manner and uoon the same conditions as local aqencies. pursuant to Section 53601 of the California Government Code as it now exists or may hereafter be amended: (m) Carry out and enforce all the provisions of this Aqreement: and (n) Exercise all other powers not specifically mentioned herein, but common to Member Aqencies. and authorized by California Government Code Section 6508 as it now exists or may hereafter be amended. 5.2. Specific Powers and Obliqations. The Department shall have the power in its own name to exercise the followinq specific powers and obliqations to: (a) Conduct an audit of the records and accounts of the Department annuallv bv an independent certified public accountant and copies of such audit report shall be filed with the Sta te Controller . the Counfu Aud itor. and shall be provided to the Member Aqencies no later tha n fifteen (15) d avs after receipt of such audit reports by the D rtme nt. (b) Use any statutory power available to it under the Act and any other aoolicable laws of the State of California, wh ether heretofore or herein r ena cted or amended. for issua and sale of anv revenue bonds or other evidences of indebtedness necessa rv or desirable to finance the exercise of anv power of the Department, and ma v borrow from anv source includin o. without limitatio n. the Federal qovernme nt, for these p UTPOSCS (c) lncur debts, liabilities and obligations, whether contractual or non- contractual. ofthe D epartment shall be the debts, liab ilities and obliqations of the Department alone. a nd not the debts. liabilities and obliqat ions of the Member Agencies. (d) Defend, hold harmless and indemnify, to the fullest extent permitted bv law. each Member Aoe n cv from anv liabilitv. claims. sults actions arbitrati on proceedinqs. administrative oroceedinqs, reoulatory proceedinq s. losses. expenses or costs of anv kind, whether actual . alleqed or threatened.includino attornevs fees and costs. court costs, i rest. defense costs. and expert witness fees. where the same rise out of or are tn an butable in whole or in to the r neqliqent acts or omissions of the D ent or its employees, officers or a qents or the emplovees. officers or aqents of the Member Aoenc ies while actinq within the course and sco of an aoencv relationshio with the De Dartment (e) For purposes of California Government Code Section 6509, the oowers ofthe Depa nt shall be exercised subiect to the restrictio ns uoon the manner of exercisino such oowers as are imposed uoon the Citv of Burlin o ame a ne ral lawoe E]TL SECTION 6. BOARD OF DIRECTORS 6.1 . Governinq Board. The Department shall be governed by a Board of Directors ("Board') consisting of two (2) representatives from each of the Member Agencies. 6.2. Qualifications. Representatives to the Board shall be members of the City/Town Council of the Member Agency that they represent. As determined by each Member Agency, the Mayor or Council of each Member Agency shall appoint the its repreSentatives@andshallfillanyvacanciesshould a representative of such Member Agency cease to serve as a Board member for any reason. A @ Board vacancv will beeem+-au+ema{iedly va€a*qccu when a representative is no longer serving as a member of the City/Town Council of the a Member Agency. 6.3. Board Terms. Subject to subsection 6(Bb), the representatives selected by each of the Member Agencies shall serve one or more terms of two (2) years on the Board, unless earlier removed by the Cityffgwo Council of the Member Agency that they represent . Each two (2) Year term shall commence on the date of the applicable December meeting of the Board, as or, in event such December meeting is postponed, then on the date of the postponed meeting. 6.4. Board Officers. The Board shall elect one of its members to serve as Chairperson and one member as Vice Chairperson, each to serve a term of two (2) years unless earlier removed by the Board subject to the followinq:. (a) Unless otherwise decided by the Board, the officeiof Chairperson and Vice Chairperson shall alternate between Member Aqencies. with the Chairperson representinq one Member Aqencv. and the Vice Chairperson representinq another Member Aqencv. (b) lf, within the flrst year after being selected, the Chairperson is unable to continue servinq on the Board, the Chairperson's replacement shall complete the remainder of the Chairperson's term. (c) lf the Chairperson is unable to continue serving on the Board with less than one (1) year left on the Chairperson's term. then the Vice-Chair shall become Chairperson for the remainder of the term- This service shall not affect anv other portions of the rotation. terms of office or term on the Board. A Vice Chairperson will then be selected from another Member Aqencv. (d) lf the Vice Chairperson is unable to continue serving on the Board, the Vice Chairperson's Citu/Town Council shall select another Board member to complete the remainder of the Vice Chairperson's term. (e) The Chairperson shall preside over all meetings of the Board and perform such other duties as mav be imposed bv the Board in accordance with law and this Aqreement. (f) The Vice-Chairperson shall preside over all meetings of the Board in the Chairoerson's absence and perform such other duties as mav be imposed bv the Board in accordance with law and this Aqreement when the Chairperson is absent. (g) The Secretary shall be the official custodian of all records of the Department. The Secretarv shall attend to such filinqs as required bv applicable law. The Secretarv shall perform such other duties as mav be imposed bv the Board. 6.5. Additional Officers and Consultants. The Board mav aoooint anv additional officers deemed necessary or desirable. Such additional ofiicers also may be officers or employees of a Member Agencv or of the Department. The Board mav also retain such other consultants or independent contractors as mav be deemed necessary or appropriate to carry out the purposes of thls Aqreement. 6.6. Bondinq Requirements. The oflicers or persons desiqnated to have charqe of. handle. or have access to anv funds or property of the Department shall be so desiqnated and empowered bv the Boarcl. Each such officer or person shall be required to file an official bond with the Department in an amount established bv the Board. Should the existinq bond or bonds of anV such officer or persons be extended to cover the obliqations provided herein, said bond or bonds shall satisfv the requirements of this paraqraph and shall be the official bond required herein. The p.emiums on anv such bonds attributable to the coveraqe required herein shall be appropriate expenses of the Department. lf it is prudent to do so, the Department mav procure a blanket bond on behalf of all such officers and persons. 6.7. Subcommittees. The Board may create permanent or ad hoc subcommittees to qive advice to the Board on such matters as may be referred to such subcommiftee bv the Board. Qualified persons shall be appointed to such subcommittees bv the Board and each such appointee shall serve at the pleasure of the Board. All reqular, adiourned and special meetinqs of such subcommittees shall be called and conducted in accordance with the applicable reouirements of the Ralph M. Brown Act. Government Code Section 54950 et seq.. as it now exists or mav hereafter be amended. and all other applicable law. 6.8. Meetinqs. The Board shall hold publicly noticed meetings as needed but at least annually. Meetings shall be held in San Mateo County at a place(s) to be designated in by the Department€ylaws. All meetinqs of the Board shall be called and conducted in accordance with the provisions of the Ralph M. Brown Act and other aoplicable law. 6.9M. Quorum and Votinq. All votinq powers of the Department shall reside in the Board. A majority of the regular members of the Board ef€i+e€ters shall constitute a quorum for the transaction of business. Each member of the Board shall have one vote. The affirmative votes of a majority of the total number of Board members shall be required to take any action. 6.10. Rules. The Board mav adoot from time to time such bvlaws. rules, and requlations for the conduct of meetinqs of the Board and of the affairs of the Department as are consistent with this Aqreement and other applicable law. 6.1 1 . Minutes. The Secretarv shall cause minutes of all meetinqs of the Board to be drafted. Upon approval bythe Board, such minutes shall become a part of the official records of the Department. 6.12. Conflicts of lnterest. (a) California Political Reform Act. Board members shall be considered "public officials" within the meaninq of the California Political Reform Act of 1974, as amended. and its regulations, for purposes of financial disclosure. conflict of interest and other requirements of such Act and regulations, unless determined otherwise in a 7 P rs and Duties ln addition to the powers and duties set forth elsewhere in this Agreement, the Board of Directors shall have the following powers and duties to (a)A Approve an annual budgetforthe Department; 9.(b) As agreed upon by the Member Agencies, determine the level of fireE[e, and eme+geney-Emerqencv Paedi€a+-Medical @ sServices to be provided by the Department, @ Ageneies;and within the limits of the Member Agencies or pursuant to Mutual Aid Agreements; G.(q) Make and enter into contracts or sub-contracts+e+e€eive-o+frevide sen+iees-en+@ies; D.ft!) lncur debt, liabilities and obligations on behalf of the Department as pertains to the common purposes as set forth above; E(e) lnvest Department funds pursuant to the investment policy of theDePartment@; contrary opinion or written advice of the California Fair Political Practices Commission. The Department shall adopt and maintain a conflicts of interest code in compliance with the Political Reform Act. (b) Levine Act. Board members are "officials" within the meaning of California Government Code Section 84308 et seq.. commonly known as the "Levine Act.' and subiect to the restrictions of such act on the acceptance. solicitation or direction of contributions. Q-!3Q. Mediation. Because the Board has an even number of Board members as well as a requirement of attaining a majority vote of members to take action, there may be times when the Board is unable to reach a decision on an important issue. lf the Board reaches such a point, the Board may shall refer the matter to the CiV €euneil+elthe Member Asseeiatien Aqencies' governinq boards for resolution. lf the matter is not resolved after referral to the Member Agencies' qoverning boards. the Member Aqencies shall attempt to resolve the matter bv mediation. lf a mediator cannot be aqreed upon bv the Member Aoencies' qoverninq boards. then each shall submit the name of a proposed mediator and the mediator shall be chosen bv a blind drawinq. Mediation shall be conducted within ninetv (90) days unless the Member Aqencies aqree in writinq to extend the time for mediation ;srif+negear+eleets+e++e de-se{he* event Mediatien Seprjee+arrllgqrlSudC{ before resorting to court action. Mediation fees shall be paid equally by the Member Agencies. SECTION 7 - POWERS AND DUT]ES OF GOVERNING BOARD (f) Appoint one of the Member Agencies as depository which will have custodv over all D eDa ent funds witho rt reo ard to their source F.(g) Receive contributions, donations or grants of property, funds, services, or other forms of assistance from any source;;and @.(h) Coordinate its-Depai[ECnl-activities with other Joint Powers Authorities or public agencies established for similar purposes in pursuing the common purposes set forth above; and oint a visor for the De artment SECTION S _ A. Department Personnel, which as of the Agreement Date are employees of a B. Replacements of Department Personnel caused by employee resignation or C. Department Personnel in their capacity of employees of the Member Agencies+hall the Member Ageneies fer reselutien; failing whieh it shall be referred !o mediatien as 8.1. Principal Office. The orincipal office of the Depa rtment shall Initiallv be the curreni offices maintain ed bv the Central Counfu Fire Depa rtment in the Citv of another orincioal office b v resolution of the Board. rtment mav establishBurlinqame. 1399 Rollins R oad. Burlinoame. California. The Depa 8.2. Assumption of Responsibilities bv the Department. As soon as practicable after the effective date of an amendment called for due to the addition of new Member Aqencies. the new Member Aqencies shall a ppoint their representatives to the Board and the Fire Chief shall oive notice of an oroaniz ational meetinq of the newlv constituted Board. At said meetino th CB oard s all rovide for its reqular meetinqs. shall elect ah Chair and Vice-Chair and shall a int a Secreta AS rescribed in Section 6. 8.3. Delesation of Authoritv: Transfer of Reco rds, Accounts, Funds and Property. Each of the Member Aoencies has deleqa to the Deoartment the oower and dufu to maintain. oDera te .ma naq e and conkol all of the Joint Facilities of each of the respective Member Aqencies within their territorial iurisdictions , as well as those a Member Aqencv or the Department may acquire in the futu ludes fire stations, land, buildinqs and firefiohtino eouiDment Further. the Member Aqencies have del eoated to the Deoartment the autho ritv to emplov the necessary personnel a nd to do any and all other tn or desirable to rovide continued and economical Fire an Emero en CV Medical Services to the Area 8.4. Use of Joint Fa cilities. Exceot as orovided for in Sectio 18. bv enterino into this Aoreemen the Member Aoencies aoree that the Deoa rtment mav use the Jointt Faciliti es durin o the term of this Aqreement SECTION 9 - EMPLOYEE RELATIONS us of Emolovees of the Deoa t. All of the orivileo es and immunities9.1. Stat from liabil itv.exem ot ion from laws. ordi nan and rules all nston.relief disabilDE itv. worker's compensati on, and other benefits which aoplv to the activitv of emolovees of the Deoartment en oerformino their resoective fun ctions within the territorial mits of a Member Aoencv shall aoolv to them to the same deq ree and extent while enqaoed in the oerforman ce of any of their functions and duties under the provisions of this Aoreement and Chapter 5 of Division 7 of Title 1 of the lifornia Government Code. commen ct no with Section 6500. However. none of the emolovees of the ent shall be deemed to be em to anv of the reouirements of such ember or to Member Aoencv bv reason of their employment bv the Department 9.3. Baroainino. Ba rqaininq under the Meve rs-Milias-Brown Act shall proceed as set forth in this section. Emplovees of the De partment are not em of anv Member Aqencv. However . the leqisl ative bodies of the Member Aqencies mav. as provided in Government Code S ection 54957.6, meet in a i oint closed session to instruct the Board and staff neqotiators if necessa ry. The Board and s taff neootiators shall neqotiate with the representati ves of the Department's emplovees. 9.2. Emplovee Relations. The Board shall maintain as necessarv Employer- Emplovee Relations Procedures, Personnel Rules and Reoulations applicable to the Deoartment. G) eQoordination and operation of the Department on a day{o-day basis and to ensureing that the policies and direction of the Board ef€i+eete+s are implemented operationally and administratively. (b)B The Ghief Adminiskative Offieer shall take these aetiens neeessary te-meairyMenagCrnCllgt inter ju risd ictional responses u nder a nv app I icab le mMutua I aAid aAgreements, 4Automatic aAid aAgreements, and the g6reater aAlarm pPlans to operationally implement this Agreement. (c) ln conjunction with the Fire Chief, preparation of the annual budget for submission to th e Board Id) app+eveAppIgyalqI changes in the Department's annual budget which do not exceed in the aggregate two percent (Zok) ot the total amount ofthe budget, as approved by the Board. sEcfloN€lg - cHIEF ADMINISTRATIVE OFFICER 10JA. Powers and Duties. The Chief Administrative Officer shall have the followino powers and duties: The Beard shall appeint the Gity Manager ef ene ef the Member (e)G Aooointment and termination of the Fire Chief. (fl The Ghief Administrative effieer shall have the autherity te hireHirinq, promotjnge, demotlnge, i mposlnge d iscipl inary action and/or term inatlnge employees of the Department-AglboIfi&ilhCge-d-U!.ieg and may be delegateQ{his-autheri$-ig whole or in part. to the Fire Chief-as+he-Ghief4<tmlnis+ratle-effiee+-maydeterpaine and in accordance with the prevailing and relevant provisions found in the Department's meme+anga-Men1qlarulaof asseeia{iens a€d+epa*men+feFsennel (o)D. Desionation of an Actinq Chief Administrative Officer. Actinq Secretarv or Actinq Treasurer to serve when the Chief Administrative Officer. Secretarv or Treasurer will be temporarilv absent. (h) Appointment of an employee of the Department to act as Secretary-te the Department. (i) Appointment of an employee of one of the Member Agencies to act 3S Treasurer of the Deoartment. O Appointment of an employee of one of the Member Agencies or Department emplovee to act as Human Resources Director for the Department. Planninq. coordi natinq. supervisino and evaluatinq the Deoartment's operations onductino the day- to-day operations of the Department. (b) Supervising and managing the Department personnel. Gl_Mr-ane--maklnge recommendations to the Board and the Chief Administrative Officer regarding the eenduet-and operations of the Department. (e) Establishing policies and procedures for the Department in order to imolement directives from the Chi Admi nistrative Officer and Board C. The Fire Chief will administer and supervise the planning, organizing, directing-and (+.a) the Greater Alarm Plan, With regard te persennel net then empleyed er net te be hired by the Department, the Fire€hiefshall reeemmend any hiring deeisien; premetien; er diseiplinary aetien te the rmpaeted empleyee theeelleetive iea SECTION IfiE - FIRE CHIEF OF THE DEPARTMENT 1'!-[A. Powers and Duties. The Fire Chief shall have the followinq powers and duties: Afrer taking inte aee r's Gity Managers, in disagreement regarding the prepesed appeinteqa majerity ef the eity Managers shalt , lf he er she re.iesand{he€hief Xefi miai strative effieer shall determine a preeed ure fer identi8irg anether prepesed appeintee, (s)_.lqcoordinatlnge and supervise.!ng all training. (f) ln conjunction with the Chief Administrative Officer, preparing the annual budoet for submission to the Board. SECTION 1214 - SECRETARY OF DEPARTMENT (a) te the Departmenf rh^ e^^'^r^^' whe shall be respensible fer mMaintaining all necessary records on behalf of the Department. @ amnlarraa af hio ar har lrlaahar Aaanmr +^ d^+ -6 A.di6t.^+ Qaara+anr ar rhiaa+ la SECTION 13#I. TREASURER OF DEPARTMENT t- itr r t\Ianaaar/a\ +ha /rhiaf Arlminiarra+iva /'rffi^^r oh6ll 6^^^ih+ 6h 6m^l^r,^6 ^f ^^6 ^f tha ilamhara financial records on behatf of the Department at a location determined by the Board. The Beard shall alse appeint ene ef the Member Ageneies as depesitery whieh will have ireou+€e 9.(E) @ctllg as Controller for the Department and shall-performllg all such functions such as disbursement of revenues, payment of outstanding obligations of the Department and other similar functions. A. Annual Budoet. The Department Board shall adopt a budget for-main{enafl€e ane eperatien eests +h6 ir6mh6, A^^h^i^- nriar +a lrraa aA+h a{ aaah ficaal vaar haainnina rrri+h +ha {icaal year esmmenGing July 1 ; 2013, The Department's fiseal year shall be July 1 !e June 30, Eaah hilaahar Aaana., ahall nrana:a i+o arrrn annrral hr rr|nal fnr aanital aaalo ralalarl ta A^^^^iaa +^ ^^+ ^- T'^aa' 'rar af rha l-laaarraan+ Tha -Fraaa, ,rar ahall aa +h^ 6hh' '-l h' ',.1^^+ {^, -, 'hmiaaian +^ +}ra EI^^r/l intaininq all B. The Fire Chief in conjunction with the Chief Administrative Officer willp+epare, C. Records and Accounts. The Department shall cause to be kept accurate-and maintananaa anrl nnara+ian ^^-1- ^{ +ha l-lanar+man+ Eaah lrlamhar AaanavTha 12.1 . Powers and Duties. The Secretarv of the Department shall have the followinq powers and duties: 12.1. Powers and Duties. The Treasurer of the Department shall have the followinq oowers and duties: D. Allocation Exoenses. Until cha nged by mutual agreement of the-Member PERS retirement and retiree medieal eests ef its empleyee+ E. Until such time as the Department Personnel become employees of the F. The Treasurer, in disbursing revenues, shall remit all user fees to the+qember be alleeated between the Member Agener^'y using the same fennnla as the alleeatien ef€xpenses. sEcTtoN 154 - INSURANCE AND L|AB|L|rY+N}SEIF-JNSURANGE 4141. Insurance Coveraqe. The Department shall be responsible for obtaining @insurancecoverageforitsactivities,astheBoarddeems appropriate. '14.2 Limitation on Liability. No debt,liabilitv. or obliqation of the Department shall *gen€ies-ifail€\ue* ioation of anv Mem ber Aoencv.Ihis-inss+afieeconstitutea debt, liabilitv or obl Member replacem provided B.(d lf damage occurs to any oint Faci lities , the Agency owninq the prooertv shall be responsible for any repairs or ent without contribution by other Member Agencies or the Department, that the damaqe is n ot caused bv the neqliqe nt or wronqful acts of the Department . its aoents or e molovees. lf da maqe is caused bv the Deoartme nt. its aqents or em olovees bv their neqli ent or wronq ful acts. the Mem ber Aqencies sh all contribute to the reparr or reolacement p ursuant to the cost s harino formula in Section 16.3.Each Member Agency i+alseqballbe responsible u ant to the cost sh nn formula i n Section 16.. to fund fer any maintenance, repair, or replacement gt due Departme C. No debt, liability, or obligation of the Department shall constitute a D.(b) Except as expressly authorized by the Member Agencies, no Member Agency shall be responsible for the acts and omissions of another Member Agency's officers or employees nor shall a Member Agency incur any liabilities arising out of the services and activities of another Member Agency's officers or employees. E(Q lf the Department is held liable upon any judgment for damages caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, the pro rata share of each Member Agency in the satisfaction of such a judgment shall be based upon each Member Agency's allocation of expenses pursuant to Section 4416(D) above. A. Until such time as the Board determines otherwise, comprehensive liability eeverage may net en that payment ef any elaims er judgments under the sellinssred retentien ef the City ef B. Workers compe nsation and liability claims relating to incidents occuringprie+ Any local SECTION I51+ - ADDITION OF MEMBER AGENCIES agency may apply for membership in the Department. Addition of an agency to the Dep artment shall require the M ncies. Ther Department may require such contributions and conduct such investigations, as it may deem appropriate as a condition of application and approval of additional member agencies. SECTION 16 - MAINTENANCE AND OPERATION GOSTS: COST ALLOCATION 16.1. Annual Budqet. The Board shall adopt a budget for maintenance and operation costs. and costs of special services in time to allow review bv the Member Aqencies orior to June 30th of each fiscal vear. The Department's fiscal year shall be Julv 1 to June 30. Each Member Aqencv shall prepare its own annual budqet for capital costs related to Department services. Subiect to the exception provided for in Section 10.1(d), no expenditures mav be made bv or on behalf of the Department unless authorized bv a budqet or budqet amendment approved bv the Board. 16.2. Records and Accounts. The Department shall cause to be kept accurate and correct books of account, showing capital costs (if anv). special services costs. and maintenance and operation costs of the Department. The Department shall maintain accurate and correct books of account showinq all Department Personnel costs and the costs of maintenance and operation of the Fire Stations and Equipment, includinq liabilifu. casualfu and workers' compensation insurance and a reasonable depreciation reserve for capital items. The aforedescribed books and records shall be ooen to inspection at all times durinq normal business hours by Member Aqencies. The Treasurer shall cause all financial records of the Department to be audited bv an independent public accountant or certified oublic accountant at least once a fiscal vear and a copv of the audit to be delivered promptlv to each Member Aqencv. 1 6.3. Allocation of Expenses. Until chanqed bv mutual aqreement of the Member Aqencies. the costs and exoenses described in subsection 16.2 above shall be allocated sixtv percent (60%) to CiV of Burlinqame and fortv percent (40%) to the Town of Hillsborouqh. 16.4. User Fees. The Treasurer. in disbursin q revenues. shall remit all user fees to the Member Aoencv in whose iurisdiction the service was provided. and such fees shall thereuoon become the orooertv of such Member Aqencv. Reimbursements for fire n encres usr the same rm a the allocation of expenses. SECTION IZ{8 _ WITHDRAWAL FROM THE JOINT POWERS AUTHORITY A Member Agency may withdraw from this Agreement by filing written notice of intention to do so with the other Member Agencies at least six (6) months in advance ofthe beginning ofa Department fiscal year. SECTION 1819 - DISPOSITION OF ASSETS UPON WTHDR.AWAL OF A MEMBER AGENCY The withdrawal of any Member Agency +rem+hisDepa*menlshall not terminate this Agreement ef+he€epa*men+provided at least two (2) Member Agencies remain. Upon withdrawal. the Mem ber Aqencv's seoaratelv owned fire ions and eouioment. rvt hall all ber if anv. would no lon qer be available for use bv the Department.No MemberAgency, by withdrawing, shall, except as may be previCed in a written agreement between the reed to the arntn Member Aqencies, be entitled to payment or return of fundg paid or property donated, if any, by the withdrawino Member Agency to the Department or to any distribution of its assets exe€pt for its proportionate share of any unobligated fund balance held by the Department. SECTION 192e - TERMINATION; DISSOLUTIoN ANp D|SPOSIT|ON OF ASSETS This Agreement may be terminated and the Department dissolved upon the consent of allelthe Member Agencies. Upon termination of this Agreement and dissolution of the Department afl-propertv and equipmen Aqencies shall. at that point, no lonoer be available for use bv the Department. Deoartment funds shall first be used to pay expenses, debts, liabilities and obliqations of the Department and then allocated based upon the fundinq formula then- current under Section 1410(D) above. The proportionate shares of any assets, equipment or supplies owned by the Department shall be returned to the Member Agencies on that same formula; however, if the Member Agencies are unable to agree on how to distribute some or all of the non-monetary assets, the disputed assets shall be sold and the proceeds distributed according to the formula described in section above. Funds ina depreciation reserye account of eithe+-Member Agenclggy subject to the cost allocation formula under section 1Q4(D) shall be considered an asset of the Department for purposes of this Section:twenry. SECTION 20 24- AMENDMENT This Agreement may be amended from time to time with the written consent of all of the Member Agencies. SECTION 21 - NOTICE Anv notice reouired to be oiven or d elivered bv any provision of this Aqreement shall be oe rsonal elivered or deo ed in the U.S. Mail reoistered or certifiedlvit postaqe prepaid. addressed to the Member Aqencies at their addresses as reflected in the records of the Department, and shall be deemed to have been received bv the Member Aoencies to which t he same is addressed up on the earlier of receiot or seventv-two (72\ hours after mailino. SECTION 22 - ATTORNEY'S FEES ln the event tit oation or other Droceedino is reou Ire d to enforce or interoret anv his reement the revailin in such liti ation or o din shall be entitled to an award of its actual and reasonable attornev's es, costs and expenses incurred in the proceedinq. sEcTtoN 4 22- SEVERABTLTTY Should any part, term or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with the law of the State or otheMise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. sEcTtoN 24 33- SUCCESSORS This Agreement shall be binding upon and shall-inure to the su€cesso€-e+{he fitofa successor ber en SECTION 25 - ASSIGNMENT AND DELEGATION |.leithec-Ns_Member Agency may assign any rightg or ebliga{ien-Sereunde+ witheut the prior written eensent ef the Departmen+,.teleqate anv duties under this Aqreement without the written consent of all other Member Aqencies and anv attempt to make such an assionment shall be null and void for all purposes. SECTION 26 - COUNTERPARTS This Aqreement mav be executed in one (1) or more counterparts. all of which toqether shall constitute a single aoreement. and each of which shall be an oriolnal for all purposes. SECTION 27 - INTEGRATION This Aqreement represents the full and entire Aoreement amono the Members with respect to the matters covered herein. SECTION 28 - EXECUTION The leqislative bodies of the Members have each authorized execution of this Aqreement, as evidenced by the respective signatures attested below.