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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 --,,,·· . 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 i;,:,' :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 I CITY OF GROVER BEACH By:~ .&' . . ,. •.· Robert Perrault, City Manager Attest: Attest: Donna L McMahon, City Clerk i. .,. ·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 ' 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. ' 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' ·. I .AGREEMENT F.ORCONTRACT ADMINISTRATION SERVICES ,. 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~·. I 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 \ · .· · · · · · · , · . " I 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 · ' i . . WHEREAS, Arroy~ Grande has qualified personnel that c~m provide such services under contract with the Authority; and 7··' \ rt I 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 $25·,000. I 3. Subject to S$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. : ~ Attachment 7 I j '"I 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. I . 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. · · I ' . I . 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. I 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. I 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. · I 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. I 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. ' . 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. 3 ,', ' I ,, I' IN WITNESS WHEREOF, the Parties hereto ·have caused their duly authorized representatives to bxecute this Agreement·effective as of the date first written above. . ' ' . FIVE CITIES FI,REj AUTHORITY Attest: ,, ! . I 4 CITY OF-ARROYO GRANDE: ·~ By: \. .. : . . . . TonyF~~ Kelfy Wetn{or:~'( City Clerk · .!;. !I ';: { ~ . I . I 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; · · · · · ' 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 I . . I 2. Payroll Servid 1 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 I i 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 rates i . 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. .. . . . ... i 4. Personnel Ser:vices a. b. c. d. e. f. g. h. i. j. I 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 I 5 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 $.up port h. Network! support i 6 I AGREEMENT FOR CONTRACT PERSONNEL This A9reement fo:r Contract Personnel {':Agreement") dated July 1 3, 2Cl10, is entered into by and between the City of Arroyo Grande, a municipal corporation ('~Arroyo Grande"), and the Five Cities Joint Fire Authority,· a California joint powers autho,rity ("Authority''). Arroyo Grande and JPA ate sometimes referred to herein, collectively or individually as "Parties" or "Party". : - WHEREAS, the. cities of Arroyo Grande, Grover Beach and the Oceano Community Services District c~eated the Authority pursuant to Government Code §§ 6500 ~t seq. by executing a Joint Exercise of Powers Agreement (the_" JPA Agre~m~nt") for the purpose of providing more effifient and effe~tive fire prQtection servic_es _within the ~gency~s resp~ctive jurisdictions; and : I WHEREAS, it was I the intent of all parties to the JPA Agreement that the Authority ·ha:s its. qwn persqnnel that! performs the fire protection services to the respective jurisdictions; and I .. WHEREAS, due tojthe issues related to .providing CALPERS retirement _benefits, it became impractical to. initial1y make all relevant personnel the employees of-the Au.th()rity~ and -WHEREAS, partie$ 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: I , 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. · I I 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 .. I Attachment 8 4. 5. 6. 8. I . . . . .. 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. I i I 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 · i 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. I I 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. I i ' 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 I I I MISCELLANEOUS I : 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. ' 8.2 Assig'nment. A Party may not assign this Agreement without the prior written cons~nt of the other Party. i 2 8.3 8.6 8.7 8.9 i i I I 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: . I I To Arroyo Grande: I City of Arroyo Grande Attn: City Clerk I I I I I 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. I . I'' . 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$Qever, including but ·not limited to, .the acceptance or makiqg of ,any agreement, :representation or warranty. . I . . I . .. . . . ' No Third Partv Beneficiaries. This Agreement inures to the benefit of the Parti~s only and no third party shal,l have any right~ hereunder. Severability. If a11y provision ()f thi.~ Agreement· is held invalid or unenfprceable, such provision .shall be deemed qeleted from this Agreement ~· and sraii be replaced by a valid and enforceable provision which so far as possitj>le achieve$ 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 . ~ I 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. I Venue: Any dispute under this Agreement shall be resolved under the laws . of the iState of California and veriued in San Luis Obispo County.· ! . 3 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. "' ! ' '.;.~ FIVE CITIES FIRE !AuTHORITY I CITY OF ARROYO GRANDE Attest: I. EXHIBIT A PERSONNEL LIST l 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 i'; I 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 ~5 . 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'). · ;,. I \ RECITALS I •. , I • . . , 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~ ' 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: I \ 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 1 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 .. I 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 $H'O p·er hour. Litigation matteJs .~rie defined fer the.se ;purposes as any c69rt action or any :a~j(Jc;ficatory . proceeding before 'an administrative agency, he~ring offic.er, r:nediator, or arbitrator. Attorney will provide a detailed hourly bill for all such services on a monthly basi~;, when litigation legal!servi~s·are being performed by~ttorney. I I . Billable time include$ .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 I ., i ' ,. ,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. . i · 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 · · i ' ' ' ' SECtiON 3 ... CONFIDENfiALJTY AND ABSENCE OF' c:ONFLICTS i • " • <r :Ah aUotn~y~cHent relc:dionship req!Jires ·lt!IJlYCII triJ$t IJ.etw~er'l the :client and the atl(),rney. It is und~rstood that communications exclusively between. counsel' and the Client " are confid~nti~l c:~nq protected by the attQrney.;client 'privilege. I To also assi!Jre mutuality, of trust, Attorney maintains a conflict of interest index. The California Rules of frofessionaJ: Condu.ct d~fine.~ whether ~ past :~r present ~~el~tio~ship :with any party ,preyent~ Attqrney f(om r~pre_s.entmg. Autnonty. . ;$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~ I : . . 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 I . 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 1 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. I . I 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. · · · 2 I I . . . . . . . . . SECTI<l>N 5. OTHER TERMS AND CONDITIONS OF AGREEMENT I . .. 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. I 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. :• J ' . ' .. C. In 'E;lfiecting th~ provisions of this Section, the Authority Board and Attorney mutually agree to abide by the provisions of applicable laws. · · . I 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: : . AUTHORI~: I ATTORNE~: I I I ' ' 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. I I I I I 3 I I I '!': I I 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. . I I 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. : I 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. I , . . . . 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. I .. 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 ! '" I ' 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. ' ! ' I 4 (, ,, ! i 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. I , •.. ' FIVE CITIES' FIRE AUTHORITY ' -CSTA C()LE Ll,P I Dennis M. Cota, Managing Partner U I I 5