CC 2016-04-12_12b Supplemental No 1MEMORANDUM
TO: CITY COUNCIL
FROM: KITTY NORTON, EXECUTIVE ASSISTANT/DEPUTY CITY CLERK
SUBJECT: SUPPLEMENTAL INFORMATION
AGENDA ITEM 12.b. – APRIL 12, 2016 CITY COUNCIL MEETING
REVIEW OF THE FIVE CITIES FIRE AUTHORITY (FCFA) JOINT
EXERCISE OF POWERS AGREEMENT
DATE: APRIL 11, 2016
Attached are reprinted copies of Attachments 6, 7, 8 and 9, which are being provided for
your review.
cc: City Manager
City Attorney
City Clerk
Public Review Binder
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AGREEMENT FOR CONTRACT SERVICES
This Agreementf()r Contr(ltlServices· .( .. Agreement') da.ted J_uly 9, 2010, is entered into by
and between the City of Grover Beach, a municipal corporation (~Grover B(;!ach"), and the
Five Cities Joint Fire Authority, a Ga'lifornia joint powers authority ("Authority"). Grover
Beach anc:J Authority are spmetirnes referred to herein, collectively or inc(ividually as
"Parties" or "Party". ·
WHEREAS, the cities of Arroyo Grande, Grover Beach, and the Oceano Community
Services District created the Authority pursuant to Government Code §§ 6500 et seq. by
executing 1;1 Joint l;xercise of Pow~rs Aweerhent. (the "JPAAgreement")for the pyrpo.se of
providing more efficient and effective fire protection service~ within the agency~s respective
jurisdiction~; and
WHEREAS, the JPA Agreement designates the Grover Beach's City Attorney as the
General Counsel for :the Authority; and
WHEREAS, additionally, the Authority has a. need for fleet maintenance and, .some
personnel services~ and
WHEREAS, Grover Beach has qualified personnel that can provide such services under
contract with the Authority; and
WHEREAS, Grover Beach and the Authority desire to enter into this Agreement in order to
set forth the terms and conditions of Grover Beach providing such servic.es to the Authority.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein and for other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows: ·
1. Grover Bea<:;h will, under the terms and conditions of this Agreement, provide the
Authority with staff vehicle fleet maintenance services, personnel services as it
relates to di~cipline issues and legal ~ervice~ (the "Services"), as more specifically
described in Exhibit "A" entitled "Scope of Services," attached hereto and
incorporated herein by this reference. .
2.
3.
Subject to S~ction 3 hereof, the Authority shall compensate Grover Beach for such
services in 'the amount equal to the direct costs incurred by Grover Beach in
providing th~ Services, as more specifically set forth in Exhibit ·~s" entitled "Cost of
Services," attached hereto and incorporated he.rein by this reference. Direct costs
shall consisfof salary and benefit costs for time dedicated exclusively by employees
in p~rforming services for the Authority. No overhead costs shall be charged;
Grover Beach shall, on a quartedy basis, deduct the costs of providing the Services
from its proportionate share due under Section 9 of the JPA Agreement
Attachment 6
Agreement for Contract Services
Page2
4. The term .of this Agreement shall coincide With the term set forth in Section 3 of the
JPA Agreement, but can be terminated with or without cause by either P~rty upon
sixty (60) days prior written notice. :In the event qf sl,lch t~rmination, Grover Beach
. s~a'Ubt;'! entitled to ·deducfthe, co.st o.fprovidihg the ·servi¢es, as set forth iri Section 4
hereof, through the date of t~i-mination.
6. This Agreement does not obligate the Authority to exclusively use the se.rvices of
Grover Beach for services that are not otherwise set forth in the JPA Agreement as
being provided by Grover Beach. The Authority shall be entitled to retain other
service providers and consultants as determined necessary by the Authority for th·e
provision otsuch services. Grover Beach and the Authority rhay also mutually agree
. thatany service that the JPA..Agreement specifie~ is tobe provided by Grover Beach
may be provided by other service providers .or consultants.
7. Grover Beach represents that the quality of services provided for herein will be
consistent with professional standards in the industry. Authority's recourse in the
event of breach shall be limite<:! to actual proven damages proximately caused by
such breach.
B. MISCELLANEOUS
8.1 Entire Agreement. This Agreement constitutes the entire agreement
between the Parties with respect to the subject matter hereof :and
supersedes all prior agreements, understandings and arrangements, both
oral and written, between the Parties hereto with respect to such suqject
matter. Nothing in this Agreement sha.ll be deemed to rnoc;:lify the terms and
conditions set forth in the JPA Agreement. Except as otherwise provided
herein, this Agreement may notbe modified, amended, altered or rescinded
in any manner; except by written instrument signed by both of the Parties.
The waiver by either Party of a breach or compliance with any provi~ion of
this ~greement shall not operate nor be construed as a waiver of any
subs$quent breach or compliance.
8.2 -*-ssignment. A Party may not assign this Agreement withoutthe prior written
consent of the other Party.
"' 8.3 Notices. Unless oth.erwise specified herein, any notices or other
commLmications required or permitted hereunder shall be given in writing and
be delivered personally or sent by facsimile transmission, internationally
recognized overnight courier, registered or certified mail (postage prepaid
with return. receipt requested) as follows:
To Grover Beach: City of Grover Beach
Att.n: City Cler~ .
154 S. Eighth Street
Grover Beach, CA 93433
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:i\g~e.ment forcontrat:t·S.etvices ·
Page-3
Five Cities Fire Authority
Attn: Secretary to the Board
140 Traffic Way
Arroyo Grande, CA 93420
Such noti9eS qr oth_er cm:nmunications shall be deemed received (i) on the
date delivered, if delivered personally, (ii) on the date that ret!Jrn confirmation
is received by sen~er, if sent by facsimile or (iii) five (5), days after being sent,
if sent by first clas·s registered mail, return receipt request~d.
BA Relationship of the Parties. Nothing in this Agreement, or in the cqurs~ qf
dealing between the Parties pursuant to this Agreement; shall be deemed to
Greate between the Parties (including their r~spective officers, employees
and agents) in. connection with the subject matter .herein, a partnership, joint
venture, association, employment relatic>nsh'ip or any other relationship, 0ther
than: that of independent contractors with respect to each other. Neither
Party shall have the authority to commi_t or legally bind the other Party in any
manner whatsoever, including but not limited to, the acceptance or making of
any agreement, representation or warranty.
8 .. 5 '' No Third Party Beneficiaries. This Agreement inures to the benefit of the
Parties only and·no third party shall have any rights hereunder.
8.6 Severability. If any provision . of this Agreement is ·held . invalid or
unenforceable, such provision shall be deemeq qeleted from this Agreement
and f?hall Qe replaced by a valid and enforceable provis.ion which so far as
possible achieves the same objectives as the severed provision was
intended to achieve, and the remaining provisions of this Agreement shall
conti~lUe in full force. and effect, .
:a.7 Survival. Any provision of this Agreement ·which contemplates performance
or observance subsequent to any termination or expiration of this Agreement
shall survive any termination or expiration of this Agreement and continue in
full fo'rce and effect.
8.8 Headings. The section headings used h_erein are for reference and
conv~nience only and shall not enter into the interpretation hereof.
8.9 Venue: Any dispute unqer this-Agreement shall be resolved under the laws
-of the State of California and venued in San Luis Obispo Cou.nty.
8.10 Indemnification: The Authority and Arroyo Grande agree to indemnify and
hold the other Party harmless from all liability for damag~ to pl;lr~ons or
property arising out of or resulting from thf;l ~cts .or omissions of the
indemnifying Party in connection with performance under this Agr~ement.
Agreement for Contract Services
Page4
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized
repres.ent~tives to execute this Agreement effecttve as of the date first written above,~.
FIVE CITIES FIRE·AUTHORITY
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CITY OF GROVER BEACH
By:~ .&' . . ,. •.·
Robert Perrault, City Manager
Attest: Attest:
Donna L McMahon, City Clerk
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·EXHIBfT A
Legal Services
For the purposes of attorney-client privilege ~the Five. Cities Joint Fir:e Authority shall have an
attorney~client relationship with the City Attorney of the City of Grov~r Seach who s.h~ll be
design(l.ted as th.e ~eneral Counsel for the Authority and sh~ll handle all legal issues for the
Authority, inCluding those related to personnel matters (including the decision t9 'hire 01-'tside
counsel). As the General Counsel, the Grover Beach City Attorney shall. perform all legal
se.rvices consistent with the role of General Counsel for the Authority as specified in the
California Govermt1ent Code and as directed by the Joint Powers Authority Board~ The
Ge.neral Counse.l Will attend all regular Boe~rd meetings unless. excused by the Chair and or
the Fire Chief. The. General Counsel shall from time to time consult With the Fire Chief and
the Board qn legal matters that relc;lJe to the operations of the Authority~ . .
Fleet Maintenance Services
The City of Grovert Beach Public Works Department shall provide for the regular, ongqing
and periodic maintenance of vehicles either, owned, leased or controlled by the Five Cites
Fire Authority. Said vehicles requiring maintenance or servicing will be scheduled for
maintenance or servicing by the Aythority's Fire. Chief or his/her designee with the Grover
Beach Director or his/her designee. Such work. may include:
• The perforrrance of all routine maintenance and repair work on all vehicles: and :1
appe~ratus a$signe9· by the Fire Chief;
• Inspection ~nd diagnosis of automotive and mechanical defects and determine
corrective e~'ction to repair such defects;
.co. Overhaul r~pair and adjust engines, transmissiqns anq differentials and clutches;
• Tune up engines replacing ignition parts and cleaning and adjusting carburetors;
• Repair and; replace sue~. conipon~nts as generator$, ignitions, relays switches;
brakes, val~es, shoes and drums:
• Conduct safety checks on all vehrcles;
• Change anq repair tires as necessary
Personnel Services
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The Human Resou'rces Coordinator shall be available to consult with the Fire Chief from
time to time. on an as needed basis. The Fire Chief may consult with the Human Resources
Coordinator on a ~ariety of personnel matters including but not limited to research and
interpretation of federal, state. and. local rules and regulations as they relate to the work
place and the options available to the Fire Chief for the development and implementation of
progressive disciplir!Je plans and approach£!S.
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1:! Legal Services
2. Fleet Maintenance Services
3. Personnel S~rvices
EXHIBIT B
COST OF SERVICES
$ 144.00 per hour
$ 45.92 per hour
$ 39.59 per hour'
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.AGREEMENT F.ORCONTRACT ADMINISTRATION SERVICES
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This Agreement fo'r Contr~ct Administration Services ("Agreement") dated· J.uly 13, 2010, is
entered into .bY a~d. between the City .of Arroyo Grande,_ a municipal corporation ("Arroyo
Grande"), and the Five~ Cities Joint. Fire· AuthoritY; a California jqint pow~rs ~utbority
("Authority"). ArroY,o Grande and JPA are sometim~s referred to herein, collective,ly or
individually as "PaA:ies" or "Party~·.
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WHEREAS, the ~ities of Arroyo Grande; Grover Beach and the Oceano Community
Services Distri~t c~eated the At,.~thority pursuant to Government Code .§§ 6.500 et seq. by
executing a Joint 'i:;xercise of Powers Agreement (the "JPA Agreement") for the purpose of
providing more effi~ient and' ~ffective. fire proteGtion services within the agency"s. respective
J·urisdictions; and \ · .· · · · · · · , · .
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WHEREAS, pursu~nt to Government Code§ 650S.5 the JPA Agreement designates Arroyo
Grande's Director qf Administrative Services as the Treasurer for the Authority; and ·
WHEREAS, additi~nally, the Authority has a need for accotmting, financial, personnel and
information technolpgy services, and the JPA Agreement provides that payroll and accounts
payable, accounts receivable services as well any financial reporting and auditing services,
are to be administered by Arroyo Grande; and ·
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WHEREAS, Arroy~ Grande has qualified personnel that c~m provide such services under
contract with the Authority; and
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WHEREAS, Arroyo; Grande and the Authority desire to enter into this Agreement in order to
set forth the terms ~nd conditions of Arroyo Grande providing ~1,u;:h services to the Authority.
NOW, THEREFO~E. in consideration of the mutual promises and covenants contained
herein and for othe~r valuable consideration, the receipt and sufficiency of which ·is ·he~eby
acknowledged, the Parties agree as follows:
1. Arroyo Gran~e will, under the terms and conditions of this Agreement, provide the
Authority with, financial, accounting, personnel and information technology services
(the "Services"), as more specifically described in Exhibit "A" entitled "Scope of
Services," attached hereto and incorporated herein by this reference.
2.. The JPA Ag~eement designates Arroyo Grande's Director of Administrative Services
to serve in! the capacity of Treasurer for the Authority. Pursuant to the JPA
Agreement and Government Code § 6505.1, and based upon such designation,· the
Treasurer shall file an official bond in an amount of $25·,000.
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3. Subject to S$ction 4 hereof, the Authority shall compensate Arroyo Grande for such
-services in the amount equ~l· to the direct cost~ incurred by Arroyo Grande in
providing th~ Services. Direct' costs shall consist ofsaiary and benefit costs for time
dedicated exclusively by employees in performing-.services for the JPA. No·
overhead co~ts shall be charged.
4. Arroyo Gran~e shall, on quarterly basis, deduct the costs of providing the Services
from its propcprtionate share due under Section 9 of the JPA Agreement.
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Attachment 7
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5. The term of this Agreement shall coincide with the term set forth in Section 3 of the
JPA Agreefnent, but can be terminated with or without cause by either P;arty upon
sixty (60) d~ys prior' Written notice. In the event of such termination, Arroyo Grande
shal_l be ent,itled tQ deduct th~ cost of providing the services, as sertorth in Section 4
hereof; tnro:ugh the date of termination.
6.
a.
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This Agreement does n·ot obli~ate the Authority to exclusively use ·th,e services o.f
Arroyo G'ra~de for services that :are iiot otherwi$e set forth in the JPA Agreement as
being pr:ovid~d by Arroyo Grande. The Authority shall be entitled tQ ret~.in other
service providers and consultants as determined necessary by the AutHority fqr the
provision ofi such services. Arroyo Grande and the Authority may also mutually (lgree
that any s~rvice that the JPA Agreement specifies is to be provided by Arroyo
Grande may be provided by other service providers or consultants. · ·
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Arroyo Grande represents th~d the quality of services provided tot herein wi,ll ·be
consistent With professional standards Jn the industry. Authority's recourse in the
event of br~ach shall be limited to actual proven damag~s proximately caused by
such breach.
MISCELLANEOUS
8.1 !intire Agreement. This Agreement constitutes the entire agreement
betw~en the Parties with respect to the. Sllbjec:t matter hereof .and
· .· supersedes all prior ctgreements, understandings and arrangements, both
oral and written, between the Parties hereto with respect to such subject
matter. Nothing in this. Agreement shall be deemed to modify the terms anq
condi~ions set forth 'in the JPA Agreement. Except as otherwise provided
herein, this Agreement may not b~ modified; amended, altered or rescinded
in any manner, except by written instrument signed by both of the Parties.
The ~aiver by either Party of a breach or compliance· with any provision of
this ~gre_ement shall not operate nor be construed as a waiver of any
subs~quent breach-or compliance.
8.2 Assig'nment. A Party may not assign this Agreement without the prior written
cons~nt of the other Party.
8.3 Notices. Unless otherwise specified herein, any . notices or other
communi~atipns r~quired Qr pe.rmitted he.reunder shall be given iil writing and
be d~livered personally or . sent by facsimile transmi~sion, iote.rnationally
· · recog~ized 9vernight courier, registered or certified mail {postage prepaid
with return receipt requested) .as follows: . . \ .
To Arroyo Grande: City of Arroyo Grande
Attn: City Clerk
P.O. Box550
Arroyo Grande, CA 93421
2
To Authority~ ·FiVe Cities Fire Authority
Attn: Secretary to the Board
140 Traffic Way ·
Arroyo Grande, CA 93420
Sue~ notices or other communications shall be deemed receiveq (i) on the
dt;3t~:d~liver~d. if d~livered personally, Jii) on the d!;!te that return confirmation
... is re9eived by s.erider, if serit by facsimile or (iii)' fiVe (5) days after being sent~
.if se~t by first class registered mail, return receipt requested.
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8.4 Relationship of the Parties. Nothing in this Agreement, or in the Gourse of
dealing between the Parties pursuant to this Agreement, shall be deemed to
create between the Parties (including their respective officers, employees
and ~gents) in connection with the subject matter herein, a partnership, joi'nt
·· venture, assodiationi employment relationship or any other relationship, other
than 1 that of independent contractors witll respect to each other. Neither
PartY shall have the authority to commit or legally bind the other Party in: any
man~~r whatsoever, including but not limited to, the acceptance or making. of
any agreement, representation or warranty.
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8.5 No lhird .Party Beneficiaries. This Agreement inures to the benefit of the
Parties only and no third party shall have any rights hereunder..
8.6 Severabilitv. .If any provision of this Agreement is held invalid or
unenforceable, such provision shall be deemed deleted frqm this Agreement
and shall be replaced by a valid and enforceable provision which so far as
poss(ble achieves the same objectives as the severed provision was
intenCted to achieve, and the remaining provisions of this Agreement shall
conti~ue in full force and effect. ·
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8.7 Survival. Any provision of this Agreement which contemplates performance
or observance subsequent to any termination or expiration of this Agreement
shall ~urvive any termination or expiration of this Agreement and continue in·
full fo:rce and effect.
8.8 Headings. The section headings used herein are for 'reference and
. conv~nience only and shall not enter.into the interpretation her~of.
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8.9 Venue: Any dispute under this Agreement. shall be resolved· under the laws
ofthe' State of California and venued in San Luis Obispo County.
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8.10 · · ·lndenimification: The Authority and Arroyo Grande agree to indemnify and
hold the ether Party harmless from all liability for damage to persons or
prop~rty arising out of or resulting from the acts or omissions of the
inderrynifying Party in connection with performance under this Agreement.
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IN WITNESS WHEREOF, the Parties hereto ·have caused their duly authorized
representatives to bxecute this Agreement·effective as of the date first written above. .
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FIVE CITIES FI,REj AUTHORITY
Attest:
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CITY OF-ARROYO GRANDE:
·~ By: \. .. : . . . . TonyF~~
Kelfy Wetn{or:~'( City Clerk ·
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EXHIBIT A
SCOPE OF SERVICES
i~.:
The Scope of Services to be provided by the City of Arroyo Grande ~o the Five Cities Fire
Joint Powers Auth9rity include$, but.is not.lirriite~ to the following tasks within these
categories ·of servi~es; · · · · ·
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1. Accounts Payable Services
a. Process!v.endor invoices for payment, including payroll benefits and taxes
b. Print an1d distiibute weekly payments to vendors .
c. Generatb and reconcile invoice and payment reports .
d. DistributF weekly expenditure reports for budget reconciliation
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2. Payroll Servid
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es
a.
b.
c.
d.
e.
Maihtairil and update employee payroll benefits and salary changes
Proqe~~ )bi-weekly timesheets
Generate and distribute bi-weekly pay checks
Reconcil~ bi-weekly and monthly payroll benefit reports and process payment
requestsito Accounts Payable. ·
Producejyear .. end tax reports, including W.;.2's
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3. General Accounting Services
a. Verify Aqcounts Payable and Payroll data entry to insure accuracy of information
b. Set up a~d maintain salary budget to account for personnel changes and benefit
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c. . Verify a~d enter into th.e general ledger accounts any budget adjustments·and •
miscella~eous monthly journal entries to insure accu~acy of C!C.count balances
d. Review ~nd reconcile month-end account balances (revenues/expenditures) and
provide reports to department for budget reconciliation
e. Coordin~te annual audit services . ·r. .. . . . ...
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4. Personnel Ser:vices
a.
b.
c.
d.
e.
f.
g.
h.
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i Administ~r employee bemefits including open enrollments
Conduct ·new hire orientation · ·
Maintain 1employee files . ·
Respond\ to requests for employee information and verifications ofemployment
Respond: to unemployment claims
Administ~r Workers' Compensation claims
c 0 ordin~te employee leaves of absence
Verify compensation and personnel acql:lisitions
Coordina~f3 personnel evaluations · . · .
Administ~r DMV pull program
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s. Information Technology .
a. Networ~ management, inqluding design, installation and configuration .
b. ,, Maintai~ the server, including user migration, database-migration (Firehouse),
email migration (Outlook/Exchange), ancl data migration (Fil~ !Storage)
c. lnventocy, configure and schedule replacement of workstations
d. lnventocy, maintenance standardization, and replacement of printers
e. Coordinate maintenan.ce of the phone sy~tem, including voice mail -and in-house ..
paging i
f. ·. Deskto~ support
g. Server $.up port
h. Network! support
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AGREEMENT FOR CONTRACT PERSONNEL
This A9reement fo:r Contract Personnel {':Agreement") dated July 1 3, 2Cl10, is entered into
by and between the City of Arroyo Grande, a municipal corporation ('~Arroyo Grande"), and
the Five Cities Joint Fire Authority,· a California joint powers autho,rity ("Authority''). Arroyo
Grande and JPA ate sometimes referred to herein, collectively or individually as "Parties" or
"Party". : -
WHEREAS, the. cities of Arroyo Grande, Grover Beach and the Oceano Community
Services District c~eated the Authority pursuant to Government Code §§ 6500 ~t seq. by
executing a Joint Exercise of Powers Agreement (the_" JPA Agre~m~nt") for the purpose of
providing more effifient and effe~tive fire prQtection servic_es _within the ~gency~s resp~ctive
jurisdictions; and :
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WHEREAS, it was I the intent of all parties to the JPA Agreement that the Authority ·ha:s its.
qwn persqnnel that! performs the fire protection services to the respective jurisdictions; and
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WHEREAS, due tojthe issues related to .providing CALPERS retirement _benefits, it became
impractical to. initial1y make all relevant personnel the employees of-the Au.th()rity~ and
-WHEREAS, partie$ to the JPA A9reement agreed to have Arroyo Gra:nde be the actual
employer of the p~rsonnel ·serving for the Authority and have the Authority assume all
personnel related functions and responsibilities, including but not limited to appointment,
pay rate determihation, promotion, management, training, supervision, evaluation,
discipline, terminati?n and labor negotiations; and
WHEREAS, ArrQyo/ Grande and the Authority desire to enter into this Agreement in .order to
set forth the terms and co_nditions of such an arrangement . I . . -
NOW,';,THEREFORIE, in consideration of the mutual promises· and covenants contained
herein and for othe1r valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
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1. Arroyo Gran~e will, .under the terms and conditions of this Agreement, assign on a
full time basis all fire service employees to the Authority. Arroyo Grande will
continue to be the actual employer o{Jhe personnel working for the Authority and will
provide. payr,on services, benefits and worker's compensation coverage for those
employees dn an ongoing basis. The positions covered under this Agr~ement are
listed on E~hibit A to this Agreement ("Personnel lisf'), attached hereto and
incorporated I by this reference. ·
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2. The Authorit~ will under the terms arid conditions of this Agreement be the employer
in fact of th¢ personnel working for the Authority. and will assume all personnel
related functjons and responsibilities, including but. not limited: to appointment, pay
rate· determination,· promotion, management; training, sup_ervision, evaluation,
discipline, te~mination and labor negotiations with those employees ..
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Attachment 8
4.
5.
6.
8.
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Subject to. ~ection 4 hereof, the Authority shall compensate Arroyo Grande for
payroll, ben~fits and workers compensation related· services in the amount equal to
the direct costs incurred by Arroyo Grande in payroll, benefits and workers
compensati6n insurance for those employees.
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Arroyo Grande shall, on quarterly basis, deduct the costs· set forth in Section 3 from
. I . • • : its proportio~ate ~hare due ~nd~r Sect1on 9 of the JPA· Agreernent. In the event that
th()se costs I e~cee~ the Arr~yo Grande's· share due . under Section 9 of the :JPA
Agreement, ;Authonty. shall 'reimburse Arroyo Grande each quarter for ~ily ~osts over
that share. i ·
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Authority sh~ll indemnify Arroyo ~rancte from any actions and liabilities alleged to
have resulteet from acts or omissions ofthe perso_nnel holding the positions list~d on
Exhibit A to !this Agreement in the course· and scope of their work for the Aotnority,
as well any claims or liabilities a rising· out of the Authority's acts or omissions related
. ·to t.he perso~nel functions li~ted in Section·2 herein. ···Arroyo Grande shall indemnify
· the Authority from any employee or employee beneficiaries' claims and liabilities
alleged to have resulted from Arroyo Grande's acts :or omissions in performance of
their obligations under Section 1 of this Agreement.
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This Agreement does not obligate the Authority to exclusively use the employees of
Arroyo Gran~e and should it choose to do so, it may directly hire its own employees
so long as :the Authority also continues to utilize the Arroyo Grande employees
subject to tlilis Agreement· and continues to pay the cost of those employees to . I Arroyo Grande.
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Arroyo Grande repre.sents that the quality of servi.ces provided for herein will be
consistent With professionat standards in the industry. Authoritts recourse in the
event of bre~ach shall be limited to actual proven damages pr9ximately caused by
such breach l
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MISCELLANEOUS
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8.1 Entire Agreement. 'rhis Agreement constitutes the entire agreement
between · the Parties with respect to, the subject matter hereC)f and
supelisedes all prior agreements, understandings and arrangements, both
oral ~nd written, between the Parties hereto with respect to such subject
matter. Nothing in this Agreement shall be deemed to modify the terms and
conditions set forth in the JPA Agreement. Except as otherwise provided
herein, this Agreement may not be-niodifiEld, e~mended, altered or rescinded
· in any manner, except .by written instrument signed by· both of the Parties.
The o/aiver by either Pe~r:ty of a breach or complianc~ -with any provision of
this P:.greement shall not operate nor be construed as a waiver of any
subsEfquent breach or compliance.
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8.2 Assig'nment. A Party may not assign this Agreement without the prior written
cons~nt of the other Party.
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8.3
8.6
8.7
8.9
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Noti6es. Unless otherwise;;: specified hereih; . 'any 'noti(:es or other
. com~unications requ.ired or permitted hereuriifefshali be given in, writing and
be qelivered personally or sent by facsimile transn]iS!),ion, tnt~rnationally
recognized overnight courier, registered or certifi9.d mail· (postage prepaid
with return receipt requested) as follows: .
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I To Arroyo Grande:
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City of Arroyo Grande
Attn: City Clerk I
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P.O. Box550
Arroyo Grande, CA 93421
To A~thcirity: Five Cities ,Fire Authority
Attn: ,Secretary to the Board
140 Traffic Way
J Arr.oyo Grande, CA 93420 .
Such I notices or other communications shall. be deeiT!ec! re.~iVetf! (i) on the
date aelivered, if deliv:ereq personally, (ii) on th~ date that return confirmation
~s re9eived by sender, i! ·sent. by f~csirriile or (iii~ five (5) ~ays after being sent,
1f sen.t by first class registered mall, return rece1pt requested.
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Relationship of the Parties, Nothing in this Agreement, 10r' In the course 'of
dealii1g between the l?arties pursuant to this AQreement, shflll be d~~Hne~:~cto·
creat~ between the Parties (including theif respeGtive Officers, emploYees
.and ~gents)! in conne.ction with the subject matter herein, a pc;~rtn~r~hiR, !jqJnt
· ventu;re, a.ssociatlon, employment relcitipn~hip a,r ~ny other relationship; other .
than that of iode~iJendent contractors With respect to each other. Neither
Party I shall have the authority to commit qr I~g~dly birJd the other Party. in ~hy
rnann:er: what$Qever, including but ·not limited to, .the acceptance or makiqg of
,any agreement, :representation or warranty.
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I . .. . . . ' No Third Partv Beneficiaries. This Agreement inures to the benefit of the
Parti~s only and no third party shal,l have any right~ hereunder.
Severability. If a11y provision ()f thi.~ Agreement· is held invalid or
unenfprceable, such provision .shall be deemed qeleted from this Agreement ~·
and sraii be replaced by a valid and enforceable provision which so far as
possitj>le achieve$ the same o(Jjectives .as the severed provision was
inten~ed. to ac:hieve, and the remaining provisions of this Agreem~nt shall
continue in. full force and effect. I . ~
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Survival. Ar1y provision of this Agreement which contemplates performance
or ()b~ervanc~ su~sequent to any termination or expiration of this Agreement
shall survive any termination or expiration of this Agreement and continue in
I full fo~ce an~ effect~ .
Headihgs. The section. headings used herein are for reference and
conve~ience only and shall not enter into the interpretation hereof.
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Venue: Any dispute under this Agreement shall be resolved under the laws
. of the iState of California and veriued in San Luis Obispo County.·
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IN WITNESS W~EREOF, the Parties hereto have .caused their duly authorized
representative!) to ~xecute this Agreement effecti\le as ofth~ date first written abc;>ve. "'
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FIVE CITIES FIRE !AuTHORITY
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CITY OF ARROYO GRANDE
Attest:
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EXHIBIT A
PERSONNEL LIST
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ADMINISTRATIVE STAFF:
Name
Hubert, Michael
Heath .• Riki
Haglund, Nancy
Bassett, Mary
Mathe, David
Shennum, Joel
Ouimette, Randy L..
Lepper, George Al
Brandt; Carl I
Vasquez, Jason 1
Ritterbush, Jim
Rank
Fire-Chief
Battalion: Chief
Executive Secretary
Administration
Administration
~dministration
Ch~pl~in
Chaplain
Communic;ations
Communications
Fire Mechanic
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SUPPRESSION P'ERSONNEL:
.e'
Name .~:; , :
Hubert, Michael . ,,
Heath, Riki
Angello, ·Craig
Bova,John
Ferguson, Patrick
Hughey, Thomas
Leathers; Brian
Pearson, Barton
Quinl~n. Paul
:Steffan, Randy
Whitney, Steve
lrey, Patrick
King, John
Me Mahon, Sean
Salce, Brian
Searby, Mark
Silva, Joe
Rank
Fire Chief
Battalion Chief
Captain
Captain
Captain <
Captain
Captain
Captain
Captain
Captain
Captain
Engineer
Engineer
Engineer
Engineer
Engineer
Engineer
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SUPPRESSION PERSONNEL CONT.:
Name
Bennet, lan
Bramlette, Justin
Child, Robert
Chircop, Matthew
Corsiglia, Bcott
Davis, "Jason
Di Salvo, Matthew
Farnsworth, Joe
Fordyce; Paul
Fukt;~h~ra, l~rian
Furtado, Chris
Green, Br:yan
Hagerty, Sean
· Kalata, Paul
Kennedy, Jason
Lane, Jeff
. Lokkart, Eric
Me Kim,· Jeremy
Mihlhauset, Matthew
Palm, MattheW
Rigby, Cameron
,Redlin, Jim
Schmidt; Michael
Stocks, Daniel
Tallant, Steve
Tho.m')s; Brandon
Walton, Cameron
W~then, Shaun
Rank
Firefighter
Firefighter
Firefighter
Firefighter
Firefighter:
Firefight~r
Firefighter'
Firefigh~r
Firefignt.et·
Firefighter
Firefighter
Firefighter ·
' ·' ·~ '
Firefighter
Firefighter
Firefighter
Firefighter
Firefighter
Firefighter
. Firefighter.
Firefighter
Firefighter
Firefighter
Firefighter
Firefighter
Firefighter
Firefighter
Firefighter
Firefighter
FIVE CITIES FIRE AUTHORITY
GENERAL COUNSEL SERVICES AGREEMENT
This Agree~ent is effective this 171h day of Decemb~r 20to, by and between the
Five Cities Fir~ Aoth9rity ("Authority"), and the' law firm of Cota. Cole LLP as General
Counsel ("Attorneyj'). · ;,.
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RECITALS
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1.;: Authf?rity, d~~ire,s t~l eng~ge At~orn~y as. Gfim~c~l Counsel, pursuant to the
requirements, !!JJQ! ~he Authority s.et forih in ·applicable state law. cmd the J,oir:Jt: Exercise of
Powers Agre~rr:1ent (:'Agreement) amcmg th~ g!tY ofA_rrqy~~ ~r~nd~. ~ity qf Grover Beach·, ·
and Oceanq:ComnJ,uf.lityf$e.niiGes·~lstrict; .which resulted in me ferinatioii oNh~ tx:utb9rif.y~
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2. Atith6rity and Attorney d~sire to ·set fprth in this Agreement the terms,
conditions, .and ben~efitt; of sue~ erigageme~t.
3. Attoiey desires to s~rve as General Counsel, as set forth herein.
NOW, TI-JE~EFORE, in cc;msideration of the mutual covenants herein contained, the
parties agree as follows:
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\ SECTION 1. DUTIES.AND FIRM'STATUS
._ AuthQrity hJ~J~PY retain~ Attorn~y as General Counsel to perform such functions and
duties and to provi~e leQal advice and perfo~'!' ~~~al s._ervip~s fo~ Avthorify consi~tent with··
the role of a ·General ·Counsel and a~ speqrfred rn 'the Calrfornra Government Code and
other applicable. st~te law~ Martin D. Koczanowicz .shclll ~?~r:ve as 'Ge!l~ral Gourisel; ~nd
Larry A Donaldspn 1shall serve ~s As~istant (;enera_l C~~nseL. Other members. of Attorn~y's.
firm may be callt:!d: ~pon to prO\iide'legal services to th~ Authority unciE:)r the s1Jpervision and
direction of Generai
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Counsel, a~ nec~ssary. ·
I SEc'nON.2. COMPENSAtldN
Under the terms of the Agreement Attorn~y •. in its role.c;~s General C~ounsel and in
litigation matte~ as ,needed, shall b~ compens~ted by the City ofGq:wer ~e~t¢h .. All .bills will
be submitted to Authority, but forwarded for payment to the City of Grover Beach. All legal
advisory services to! Authority will be billed· at a r~te of $14Q p~r ho:ur. All related costs will
be reimburs~d on a direqt bilfin_g basis ..
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All leg;JI senf:ices :performed by Atti?rtiey for Au~no.rity iri llt~gcition :matters shall be
billed separately· at t.he rate of $190 per hour for LeadiTtial Attorney and· $170 p~r h,our for
other attorneys, plu~ .costs. Paralegal serviC::,~s 'sh.~U ~e bill~~ ~! .JI'l~ rrate of $H'O p·er hour.
Litigation matteJs .~rie defined fer the.se ;purposes as any c69rt action or any :a~j(Jc;ficatory
. proceeding before 'an administrative agency, he~ring offic.er, r:nediator, or arbitrator.
Attorney will provide a detailed hourly bill for all such services on a monthly basi~;, when
litigation legal!servi~s·are being performed by~ttorney.
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Billable time include$ .reviewing materials, drafting letters and ple~ding~. r~search,
telephone calls, con~ultations, depositions, app~aran.qes in court (including waiting for the
Attachment 9
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,c·!3·s~,_:tc.> b.E!. ~ailed}: •. ~nd any other t!ine: re.g~ired to. represent Authority in each matter.
Add1t1onal b1lhng P9hc1es are set forth 1n E~tllt>lt: 1 to thiS Agreement. .
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· St~tements·iare generated m?nth!Y ~nd are due, and pqyable within 39 gays of the
statement date; any ampunt;; npt p~u<:f: wtthm .30 days of th·e st~tem~.nt elate ,accrue interest
at the current llegalj,rate per annum: from the: statement date until paid. Attorney shall have
:the: tight to 1 9l~qontip1Jg r~nc;tering ~er:vkc.e$ t9 Aytb_ori,ty {qr nqn-p:aym~tit gf:fe.~~t · ·
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SECtiON 3 ... CONFIDENfiALJTY AND ABSENCE OF' c:ONFLICTS i • " • <r
:Ah aUotn~y~cHent relc:dionship req!Jires ·lt!IJlYCII triJ$t IJ.etw~er'l the :client and the
atl(),rney. It is und~rstood that communications exclusively between. counsel' and the Client "
are confid~nti~l c:~nq protected by the attQrney.;client 'privilege.
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To also assi!Jre mutuality, of trust, Attorney maintains a conflict of interest index. The
California Rules of frofessionaJ: Condu.ct d~fine.~ whether ~ past :~r present ~~el~tio~ship :with
any party ,preyent~ Attqrney f(om r~pre_s.entmg. Autnonty. . ;$n:rul~rly, Authority will be
included in.Attorn~y's list of client~ to ens~;ue it ·cpmplies with ·the Holes of :Professional
Conduct. 1
Attorney ,wa~rants tnat ibo ·other conflict exi~ts with the firrri~s. c.urre.nt tepresentation of
other pubfic entitie~ and pnvate plients. ~ased, on fhat c;hec~, Attorney has determined that
it Ci;trJ prqvic;te: l_eg~l !~entic.es as Gent:Jral Cc;>unse,l :to tne Five Qities ~ire A~thQrity~
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Attorney didj disclose to Authority, City of Grover Beach, City :of Arroyo Grande, and •[,
Oceario CprnmunitY Services Oisjri~t that iJ ,prqyi~~s s,pecial .¢Jty Att~:>rney s.ervites, to the;
City of Grover Beach. By .executing the 1\gi"eement, all parties agreed to waive ~ny·
potential confHc_t ofli_nterest res~lting from concurrent representatipn Qf GJty oJ Gr.over ,Beach
and. the Authority. ~!though unlikely, the possibility exists that :a' conflict co.uld arise. In the
event ·that such a ~ituation arises d(Jring .any n?presentation'. by Cota Cole L,!-P~ Attorney
would advise the ~oard, and would eith.et (1) avoid representation of both .entities or, (2)
following full disqlosure, wo!Jid obtain written consent from both to proceed. By entering' into
:this confiiJCt, Authority ackriowiedges the, disclosure Of :this pc.>.t~f!ti~d confiiCt ahd consents to
c.cintinued tepreseritation under the terms set fo·rth herein.
SECTION 4. TERMINATION AND SEVERANCE
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A. ·In' the event AuJhority terminates· this Agr~ement and discharges Attorney
from its engagemeht hereunder, for no reason or for any reason, Attorney shall be paid the
'Stun d.~e fQr ~ervic~.s prqvid~d te>thedqte pf termination. ·
a: Autllbrity may discharge Attorney at any tinie subject to a ten ... day :writJen
notice e~nd the prq~isions of :Se.ction 3 at)pve. If at the, tim~ of withdrawal or discharge,
Attorney is represe
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nting Authority in. any proceeding, then Authori~y, will sign a Sub~titliticm
·oJ AltPri)~Y form imrn~die~t~ly 1Jpon receipt of s.uch a form fro.m A~\orney.
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C. NotWithstanding :the above, Attorney may· withdraw from representation at any
time as permitt~d under the Rules of Professional Cgndu~t ofthe State Bar of California
with 30-day written jnotice to Authorit}'r. · · ·
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SECTI<l>N 5. OTHER TERMS AND CONDITIONS OF AGREEMENT
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A. The ,Board of the Authority, with mutual consent of the General Counsel, may
amend or add any such other terms ~nd' conditions of ~ngagement as if may determine
from time to time, ~elating to the perfotmance of Attorney.
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B. Authprity agrees that Attorney shall have a· lien on any· and all sums
recovered or 'received by Attorney on Authority's behalf, for payment of any fees owing
and/or any unreim~ursed costs advanced forth~ Authority. · : I ·.; .·.
C. Alithbrity and Attorney also agree that the Fire Chief is the r~sponsible
person for providing daily contact and direction to Attorney on b.ehalf of Authority.
I SECTION 6. PERFORMANCE EVALUATION
A. The ~tdnority B~ard may reyiew. and evalua!e the performance of Attorney at
least. once annually commencing one year from the effective date of this Agreement. Sa.id
review and evalu~tion shall be in acQordanc:e with specific criteria developed jointly. by
Authority and' Attorney. . · · · · .
B. AnnJally, cqmmencing on the effe.ctive d~:~te of this Agreement, the Board and
Attorney shall defihe such goals and peiformance objectives that they jointly determine
necessary f9r the ~ffective continued relationship betwe.en Authority and Attorney. Said
goals and objectives shall be reduced to writing.
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C. In 'E;lfiecting th~ provisions of this Section, the Authority Board and Attorney
mutually agree to abide by the provisions of applicable laws. · · .
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I SECTION 7. NOTICES
Notices pur$uant to this Agreement shall be given by deposit in the United States
Postal Service, poslage prepaid, as follows:
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AUTHORI~:
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ATTORNE~:
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Five Cities Fire Authority
Attn: Secretary to the Board
·140 Traffic Way
Arroyo Grande, CA 93420
Cota Cole LLP
Attn: Dennis M. Cota,
2261 Lava Ridge Court
Roseville, California 95661.
Alternatively~ notices required pursuant to this Agreement may be personally served
in the same manner as applicable to civil judicial process. Notice shall be deemed given as
of the date of persbnal' service or as of the date of deposit of such written notice in,the,
United States Post11 Service.
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SECTION 8. INSURANCE
Cota Cole LLP· carries errors and omissions ·insurance that provides aggregate
coverage in excess of $.1,000,000~ . . I
i SECTION 9. GENERAL PROVISIONS
A. . The ~ext herein shall constitute the entire agreement between the parties.
There are no orahagreements or understandings or any other written agreements which
directly or indirect!~ affect the terms and conditions of this Agreement. .
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B. If any provision, or any portion thereof, contained in this Agreement is held
unconstitutional, invalid,. or unenforceable, the remainder ofthis Agreement, or portion
thereof, shall be d~emed severable, shall not be affected, and ~h~ll fe!rnain in full f()rce and
effect. :
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C. No a6dition, modification, amendment, or deletion to this Agreement shall be
valid ·unless it is in ~riling and executed by the parties to this Agreement.
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D. This ~greement shall· be binding upon and inure to the benefit of the heirs at I . . law and ex~cutors pf Attorney; · .. ·. .
E. . Auth~rity and Attorney agree that the construction and interpretation of this
Agreement and th~ righ~s and duties of Authority and Attorney hereunder shall be governed
by the laws of the State of California.
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F. Attorhey shall ~ct as an independent contractor in providing the services
described in this ~greement Attorney shall be solely responsi.ble for the supervision,
payment and prote 1c~ion of-its agents, employees, experts or consultants, if any, and furnish
the services in Attorney's own manner and method. In no respect shall Attorney, its agents,
employees, ~xpert~ or consultants, if any, be considered employees of Authority.
G. .Attot~ey agrees to scrupulously avoid performing services for any party or
entering into any pontraetual or other relationship with any party which might create a
.conflict with the. r~ndering of services und.er this Agref,!ment. Attorney .shan immediately
·inform Apthority ofj any conflict of interest or potential conflict of interest Which may arise
du~ng_ the term o~ this Agreement by virtue of any past, present, or prospective act or
omiSSIOn 9f AttornjY· . . . . ,,~,
H. Attorney agrees to comply with all federal, state and local laws, rules, and
regulations, now ot hereafter in force, pertaining to the services performed pursuant to this
Agreement ! '"
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' I. Ven~e for any proc~eding under this Agreement shall be in the County of San
I Luis Obispo I
J. Atto~ney agrees to comply with all . applicable fair. employment and equal
opportunity practices and not to discriminate against any applicants or employees of
Attorney because ~f their membership in a protected class. '
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IN·.WITNE;SS WHEREOF, Fiv~ Citie§ Fire Authority has caused this Agreement to
be signed and ex~cuted. on its behalf by its_:Chair and duly attested by its Secretary, and
Attorney has sign~d and executed this Agreement the day:anc:fye,ar first above ~fitten.
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FIVE CITIES' FIRE AUTHORITY
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-CSTA C()LE Ll,P
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Dennis M. Cota, Managing Partner
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