HomeMy WebLinkAbout10 OCFA AGREEMENT FIRE 07-17-00AGE[ DA
NO. 10
07-17-00
DATE:
JULY 17, 2000
lnter-Com
TO:
FROM:
SUBJECT:
HONORABLE MAYOR AND MEMBERS OF CITY COUNCIL
WILLIAM A. HUSTON, CiTY MANAGER
FIRE AND EMERGENCY MEDICAL SERVICES AGREEMENT
SUMMARY:
At its December 6, 1999 meeting, the City Council approved amendments to the Orange County
Fire Authority Joint Powers Agreement (JPA) and directed staff to negotiate a ten-year
agreement with the Orange County Fire Authority (OCFA) for fire and emergency medical
services. Attached is an agreement with OCFA for services effective July 1,2000 through fiscal
year2009-10.
RECOMMENDATION:
That the City Council authorize the Mayor to execute the agreement.
FISCAL IMPACT:
The agreement sets an annual cap on the cost for fire and emergency medical services, fire
prevention, hazardous materials disclosure and response, and community safety and education
programs. The annual cap also applies to the City's share of fire station maintenance and
equipment/vehicle depreciation.
For the first five years of the contract, the annual cost increase cannot exceed 3.5 percent. For the
second five years, the annual cost increase cannot exceed 4.0 percent. The fiscal year 2000-01
cost is $3,852,783. Over a ten year period, the maximum cost would be $45,564,692 if the
allowable cap percentages are applied in each year of the contract period.
BACKGROUND:
The agreement being considered by the City Council locks in place the business terms set forth
in the JPA. The JPA (a copy of which is attached) establishes the essential terms of how the
cap on annual adjustments would be applied. It also spells out terms for City participation in
maintenance of fire stations 21, 37 and 43 and the City's share of equipment and vehicle
replacement. These costs are included within the annual limitation on an increase in the
contract amount.
The ten year agreement requires that the level of service provided shall be the same as the general
level of services provided to all .other jurisdictions served by OCFA. This approach is used to
provide flexibility in deployment of resources throughout the OCFA service area based on actual
Orange County Fire Authority—Fire and Emergency Medical Services Agreement
July 17, 2000
Page 2
need. In other words, all jurisdictions will receive the same level of response times for fire
suppression and medical services, but actual resources allocated (number of engines, paramedic
units, etc.) will be based on actual need. The agreement does provide that any changes in fire
apparatus currently. assigned to fire stations in Tustin shall be subject to a memorandum of
understanding between the City and OCFA.
The agreement provides the City will lease City-owned fire stations 37 and 43 to OCFA for one
dollar per year. This provision was agreed to as a trade-off for the annual cap on the cost for
services and limiting the City's obligation to fire station maintenance to $15,000 per year per fire
station. As noted, the amount for fire station maintenance is included within the annual cap. The
City will lease to OCFA at no cost a 1993 Type 1 Engine owned by the City, with the condition that if
the City withdraws from OCFA, the engine will be returned to the City.
The agreement is consistent with the terms of the JPA approved by the City Council December 6,
1999. The key concerns raised by the City Council are addressed in the agreement and give
assurances to the City for the next ten years about the cost and level of services provided by OCFA.
~ TUSTIN '
FIRE SERVICES AND EMERGENCY MEDICAL SERVICES AGREEMENT
THIS AGREEMENT is entered into this.______ day of_ ,. ,2000, by and
between the ORANGE COUNTY'FIRE AUTHORITY, a Joint Powers Agency
(hereinafter called the "OCFA") and the CITY OF TUSTIN, a municipal corporation and
General Law City in the COUNTY OF ORANGE, (hereafter referred to as "City".).
RECITALS.
A.
B.
boundaries.
City is located wholly within the County of Orange.
City is legally obligated to provide fire protection
services within its
C. OCFA is the successor entity to the County of Orange Fire Department
and City has chosen to be a member of and contract with the OCFA for the provision of
fire protection services within City's boundaries.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
' p gree
the arties a as fOllOWS: ~ ~., ~ ~ .~
1. Definitions. As .used herein, the following terms shall have the following
meaning:
(a) "Amended Joint Powers Agreement" shall mean that document on
file with the Clerk of the Board of Directors of the Orange County Fire Authority entitled
"Amended Orange County Fire Authority Joint Powers Agreement" with signature pages
executed by the Chairman of the Orange County Board of Supervisors and the
respective Mayors and/or CitY Managers of the following cities: Buena Park, Cypress,
Dana Point, Irvine, Laguna Hills, Laguna Niguel, Lake Forest, La Palma, Los Alamitos,
Mission Viejo, Placentia, San Clemente, San Juan Capistrano, Seal Beach, Stanton,
Tustin, Villa Park, Westminster and Yorba Linda.
(b) "City Manager" shall mean the chief administrative and/or executive
officer of the City, appointed by the City Council.
2. Membership. City shall be a member of OCFA and shall be subject to all
the provisions, conditions, benefits, obligations and liabilities set forth in the "Amended
Orange County Fire AuthoritY Joint Powers Agreement" ("Amended Joint Powers
Agreement"), as that Agreement may be further amended from time to time, unless
otherwise provided herein.
3. Service Provided.
(a) OCFA shall provide to City fire suppression, fire prevention, fire
investigation, emergency medical, rescue and related services, hazardous materials
response, hazardous materials disclosure, and community safety and education
Services (collectively "fire services"). Services provided exclude weed abatement
services.
(b) The level of service provided shall be the same as the general level
of similar services provided by OCFA elsewhere within its boundaries. Any changes to
such levels and method of service shall be determined by the Board of Directors and
administered by the Fire Chief, who shall have direct control and supervision over the
services provided pursuant to this Agreement, and who is hereby designated as the City
Fire Chief and Fire Marshal.
(c) Engines and Truck Companies located within or assigned to the
City are set forth in Attachment A and shall be the same as existed on the effective date
of this Agreement. Prior to making any changes to assigned Engines or Truck
Companies, the Fire Chief shall meet and confer with the City Manager. Any changes
in Engine or Truck Company assignments shall be set forth in a written Memorandum of
Understanding ("MOU") between the Fire Chief and the City Manager. In the event of
failure to reach agreement with the Fire Chief, the City shall have the right to appeal to
OCFA's Board of Directors.
(d) Subsection (b) above' shall not restrict the Board of Directors from
approving OCF^ related service enhancements from the structural fire fund Entitlement
Fund.
(e) Upon request, City shall adopt the following ordinances and
resolutions in a form and with the content as determined by the Fire Chief: (1)
ambulance transport, (2) fire prevention and hazardous materials disclosure fees, and
(3) the hazardous materials joint powers authority. Prior to amending such ordinances
or resolutions, City shall meet and confer with the Fire Chief.
(f) In the provision of fire services, OCFA hereby is authorized to and
may enforce applicable City codes and ordinances and collect any fees determined by
City (as well as by OCFA) as well as file any claims or actions for emergency response
and hazardous materials clean-up.
(g) The Division Chief assigned to the City, or his or her designee, shall
attend City Council meetings, commission meetings and City staff meetings when
requested by the City Manager and shall provide the City with any and all reports or
documents pertaining to the City upon reasonable request by the City Manager.
4. Payment.
(a) In consideration of the provision of fire services, City shall pay to
OCFA such amounts determined by the terms of Article IV and Article VI of the
Amended Joint Powers Agreement. Notice of estimated charges shall be mailed to City
by March first of each year and notice of final charges shall be mailed to City by June
first of each year.
(b) City shall participate in OCFA's vehicle rotation, replacement, and
preventative maintenance programs, subject to the cap on annual adjustments set forth
in Article IV. of the Amended Joint Powers Agreement.
(c) Upon City withdrawal from OCFA, funds paid by the City as its
share of the vehicle replacement/depreciation program shall be refunded to the City less
the actual costs incurred by OCFA for the purchase, repair, maintenance, or
replacement of the apparatus included in the vehicle replacement/depreciation program.
5. Annexations. In the event of any City annexation of territory within the
Structural Fire Fund, the level of Structural Fire Fund and redevelopment revenues
existing at the time of the annexation shall continue to pass through to OCFA as
compensation for the services provided pursuant to the Amended Joint Powers
Agreement, unless otherwise agreed to by the parties hereto. As used herein, "level of
Structural ~ Fire Fund and redevelopment" shall mean the amount of such revenues
existing at the time of annexation, adjusted by any diminution or growth in value
occurring thereafter. It is the intent of the parties that City annexations not have an
adverse financial effect on OCFA. Annexations that do not result in additional OCFA
service demand and, therefore require no additional OCFA resources, will not result in
additional charges to City as a result of said annexation.
6. Indemnification.
(a) OCFA shall defend, indemnify and hold harmless the City and its
officers, employees, agents and representatives with respect to any loss, damage,
injury, claim, demand, litigation or liability and all expenses and costs relating thereto
(including attorneys fees) arising out of or in any way related to acts or omissions of
OCFA, its officers, employees or agents in the performance of services pursuant to this
Agreement.
(b) City shall defend, indemnify and hold harmless OCFA and its
officers, employees, agents and representatives with respect to any loss, damage,
injury, claim, demand, litigation or liability and all expenses and costs relating thereto
(including attorneys fees) arising out of or in any way related to acts or omissions of
City, its officers, employees or agents.
(c) The provisions of this section 6 shall survive termination or
expiration of this Agreement.
(d) For purposes of this section 6, the Fire Chief shall be deemed to be
an officer, employee, agent and representative of OCFA, and not of City.
7. Incident Management. City shall provide any and all support necessary to
ensure overall effective scene management on hazardous or toxic material spill
incidents including, but not limited to, the following:
· Coordination of crowd and traffic control
· Police liaison to OCFA incident commander
· Coordination of City Public Works personnel responses
· Coordination of responses by approved professional toxic materials
recovery firms under contract to City
· The provision of on-scene technical advice through the services of the
City Hazardous Materials Program Advisor
· Evacuate the area recommended by OCFA
8. Independent Contractor. City shall not be liable for the direct payment of
any wages or other compensation of any officer, employee, or agent of OCFA
performing any services under this Agreement. City shall not be liable to any officer,
employee, or agent of OCFA for any sickness or injury incurred by such person in the
course of performing services under this Agreement, except to the extent set forth in
section 6. OCFA shall be solely responsible for all personnel actions relating to OCFA
employees utilized in the performance of this Agreement. The employees .of OCFA
shall not be deemed employees of City as a result of this Agreement, except as
necessary pursuant to Penal Code Section 1463 et seq. for cities to obtain their
statutory share of fire revenues.
9. Term and Termination. The term of this Agreement shall be July 1, 2000
through and including June 30, 2010. Subsequent terms shall be as provided in Article
VII of the Amended Joint Powers Agreement. Adoption of this Agreement by City by
July 1, 2000 shall constitute City's consent to said 10 year term, within the meaning of
Article VII of the Amended Joint Powers Agreement. This Agreement may be terminated
in accordance with the provisions of the Amended Joint Powers Agreement.
10. Miscellaneous.
(a) This Agreement shall be interpreted in a manner complementary to
the Amended Joint Powers Agreement, in its current form or as that Agreement may be
further amended from time to time. Save and except for section 6 herein, in the event of
any conflict, the Amended Joint Powers Agreement, in its current form or as it may be
further amended, shall govern.
(b) Th~s Agreement may be amended only ~n writing by both Parties.
(c) No waiver of any term or condition shall be a continuing waiver
thereof, except by written agreement of the Parties.
(d) In the event the State of California assumes financial responsibility
for State Responsibility Areas within City boundaries, OCFA shall be entitled to receive
any and all State funds provided therefor.
11. Lease of Fire Stations. City-owned properties located at 14901 Red Hill
Ave. and 11490 Pioneer Rd. shall be leased to OCFA pursuant to the leases attached
and incorporated as Attachment B. Notwithstanding any provisions of said leases to the
contrary, OCFA shall pay one dollar per year for each fire station, pursuant to Article IV
of the Amended Joint Powers Agreement, and the term of all such leases shall be the
same as the term of this Agreement. This Agreement constitutes a written amendment
to said leases.
12. Property of Withdrawin.q Members. Any withdrawing member may
negotiate with OCFA for return or repurchase of any and all equipment serving that
member's jurisdiction. It is the intent of both parties that OCFA not be burdened with
the remainder of the withdrawing City's vehicle or equipment replacement debt upon
withdrawal.
13. Lease of Apparatus. OCFA will lease from City, and City will lease to
OCFA, at no cost, the following apparatus (the "specified apparatus"):
1993 Type I Engine
The specified apparatus shall be incorporated in OCFA's established vehicle
rotation and replacement programs and preventative maintenance program. At the end
of the specified apparatus' useful life, the OCFA will replace the specified apparatus as
a part of its vehicle replacement and rotation program. Upon replacement, the specified
apparatus will be rotated to serve in relief. If during the term of this Agreement, the
specified apparatus is no longer usable, at City's discretion, OCFA will either return the
specified apparatus to City or will assist City in the sale of the specified apparatus and
credit the sale proceeds to City's vehicle replacement charge. If City withdraws from
OCFA, OCFA will return the specified apparatus to City.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the day and year first above written.
DATED:
CITY OF TUSTIN
By:
MAYOR
SIGNATURES CONTINUED ON PAGE 6
SIGNATURES CONTINUED FROM PAGE 5
ATTEST:
DATED:
By:
CITY CLERK
ORANGE COUNTY FIRE AUTHORITY
DATED:
By:
TODD SPITZER, CHAIRMAN
ATTEST:
DATED:
CLERK OF THE AUTHORITY
APPROVED AS TO FORM:
TERRY C. ANDRUS,
GENERAL COUNSEL
Date
ATTACHMENT A
Engine and Truck Companies Located Within the City of Tustin
(Stations Owned by the City)
Station Location Engine/Truck Staffing
37 14901 Red Hill Ave., 92780 Engine Company 3
43 11490 Pioneer Way, 92782 Truck Company 3
Note: Station 21 (three-person engine company located.at 1241 Irvine Blvd, Tustin)
serves the county unincorporated area as well as the city of Tustin but is listed as a
County station because the station is owned and maintained by OCFA rather than by the
city of Tustin.
Note: This listing does not detail paramedic or other specialty assignments which are
deployed on a regional basis to meet City needs pursuant to Sections 3. (a) and 3. (b).
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'2.?
GA 861-5
Orange County Fire Station No. 37
(Tustin Fire Station Ho. 2)
ATTACHMENT B
LEASE
THIS IS A LEASE, made ~,__~OK-LJ~ ~ , 19c~- by and between CITY OF
TUSTIN, hereinafter ref-erre~ to a~ "LE]SSOR," ~nd-COUNTY"OF ORANGE, hereinafter
referred to as "COUNTY," without regard to number and gender. ,
RECITALS
A. LESSOR and COUNTY have entered into a Fire Protection Agreement ("AGREEI.~ENT".)
for the purpose of providing fire protection and medical aid services
("SERVICES") to the City of Tustin. ~
COUNTY will provide said Services for LESSOR pursuant to said"Agre~ment.
B.: COUNTY requires the use of LESSOR's fire station facility located at 14901 Red
Hill Avenue, Tustin, California, for the purposes of providing said Services;
.
NOk~, THEREFORE; LESSOR and COUNTY hereby agree as follows'
1. PREMISES (AA2.1 S) ~
·
LESSOR leases to COUNTY that certain property hereinafter referred to as
"P~emises," described in "Exhibit I" and shown on "Exhibit II," which exhibits are
.attached hereto and by reference made a part hereof.
COUNTY is granted exclusive use of the Premises, except for that portion of the
driveway shown crosshatched on Exhibit II, to which LESSOR reserves the right of]
ingress and egress to LESSOR's adjacent facilities. LESSOR and COUNTY agree to
take such steps as .necessary to insure that said driveway remains open to vehicular
traffic at all times.
2. USE (N)
The Premises shall be used for the purpose of operating a fire station.
3~ PARKING (AA3.1 S)
~ hall throughout the term of this Lease provide parking spaces for
~SSOR s , '
COUNTY's free and exclusive use.
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In addition to said parking spaces, LESSOR shall also provide parking for
handicapped persons in accordance with Title 24, Section 2-7102 of the California
State Building Code and the applicable codes and/or ordinances relating to Parking
for handicapped persons as established by the local jurisdiction in which the
Premises is located where the provisions of such local codes and/or ordinances
exceed or supersede the State r. equirements.
4. TERMINATION OF PRIOR AGREEMENTS (AA4.1 S)
It is mutually agreed that this Lease shall terminate and supersede any prior
agreement between the parties hereto covering all or any portion of the Premises,
EXCEPT that all personal property and/or equipment' (e.g., fixtures, partitions,
counters, shelving) attached to and/or placed upon any portion of the Premises by
COUNTY pursuant to the terms of any prior agreement between the parties hereto
shall remain the personal property of COUNTY.
5. TERM (AB3.1 N)
The term'of this Lease shall be five years commencing July l, 1991, and shall run
concurrently with the term of the "AGREE)-IENT." If said Agreement is terminated by
either party for any reason, this Lease shall be terminated automatically without
any further notice or action on the-part of COUNTY or LESSOR. ..
6. RIGHT TO TERMINATE LEASE (N)
COUNTY or LESSOR may terminate this'Lease, for any reason, upon 30 days prior
written notice by the terminating party. '-
7. RENT (ACI.1 S) i
COUNTY agrees to pay to LESSOR as rent for the Premises the sum of Two Tho-usand
Three Hundred Seventy-Five Dollars ~$2,375) per month.
.
To obtain rent payments LESSOR (or LESSOR's designee) shall submit to COUNTY's
GSA/R~al Estate Division, in a form acceptable to said Division, a written claim
for said rent payments. ~
Payment shall be due and payable within 20 days after the later of the following:
1. The first day of the month following the month earned; or
2. Receipt of LESSOR's written claim by COUNTY's GSA/Real Estate Division.
8. RENT ADJUSTMENT (AC2.3 S)
COUNTY's monthly rent payments shall be subject to automatic adjustment at the
beginning of each year of the lease term. Said adjustment shall be proportionate
to the change in the Consumer Price Index for L. os' Angeles - Anaheim - Riverside
(All Urban Consumers - Ali Items) promulgated by the Bureau of Labor Statistics of
the U.S. Department of Labor or' any replacement index thereto for the period of
time between the commencement date of the lease term and the adjustment date.
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The increase or decrease shall be calculated by means of the following formula and
shall be effective the adjustment date, which shall be the first day of the second
and all subsequent years of the lease term-
Adjusted Rent = A x B
. C
A
C
2,375
Monthly index for the fourth month prior to the month in which the rent
increase is to become effective.
}~onthly index for the fourth month prior to the month in which the lease
term commences.
9. ALTERATIONS (AEI.1 S) '
COUNTY may make improvements and changes in the Premises, incl.uding but not limited
to the installation of fixtures, partiotions, counters, shelving, and equipment as
deemed necessary. It is agreed that any such fixtures, partitions, counters,
shelving,'or equipment attached to or'placed upon the Premises by COUNTY shall be
considered as personal property of COUNTY, who shall have the right to remove
same. COUNTY agrees that the Premises shall be left in as good condition as when
received, reasonable wear and tear exdepted. ~
lO. REPAIR, MAINTENANCE, AND JANITORIAL SERVICE (AE2.1 N)
COUNTY shall provide, at its own cost and expense, all janitorial supplies an]d
services to the Premises, including the supplying of rest room expendables and
replacement of light bulbs and fluorescent tubes. COUNTY shall also provide,: at
its own cost and expense, the cleaning and repainting of interior surfaces, r. outine
servicing of plumbing, electrical heating and air conditioning systems; routine
maintenance of apparatus doors, and repair of all damage caused by COUNTY's mlisuse
of the Premises. COUNTY shall also be responsible for the watering and maint~enance
of landscaping on the Premises.
LESSOR shall provide, at its own cost and expense, all other interior and exterior
repair and maintenance items, including, but not limited to upkeep of exterior
walls of the building, parking areas,'ramps and driveways, and replacement of, or
major repairs to, the roof coverings, apparatus doors, and heating and air
conditioning systems.
LESsoR shall also provide, at its own. cost and expense, weekly trash pick-up from
the Premises.
If LESSOR fails to provide satisfactory repair'and maintenance to the Premises,
COUNTY's GSA/Real Estate Division may notify LESSOR in writing; and if LESSOR does
not instigate measures to provide satisfactory service and/or to remedy the
unsatisfactory conditions within a reasonable time after'COUNTY has placed such
notice in the mail to LESSOR directed to the address shown for LESSOR in "NOTICES"
clause below, or has personally delivered such notice to LESSOR, COUNTY may provide
the repair and maintenance necessary to remedy the unsatisfactory condition or have
others do so, and deduct the cost thereof, including labor, materials, and overhead
from the rent thereafter payable.
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If LESSOR or his representative cannot be contacted by COUNTY for emergency repairs
and/or services the same day any emergency repairs and/or services are necessary to
remedy the emergency condition, or if LESSOR following such contact by COUNTY is
unable to make the necessary repairs or provide the necessary services, COUNTY may
at its option have the necessary repairs made and/or provide services to remedy the
emergency condition, and deduct the cost thereof, including labor, material, and
overhead from the rent thereafter payable.
11. UTILITIES (AE4.1 N)
COUNTY'shall be responsible for and pay, prior to the delinquency date, all charges
for utilities supplied to the Premises except water, which shall be the obligation
o f LESSOR.
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12. FIRE INSURANCE (AES.1 N)
LESSOR shall ~aintain throughout the term of this Lease fire insurance with
extended coverage on the Premises to the full insurable value of improvements
located on the Premises. Included in the policy or policies of fire insurance
shall be a standard waiver of right of subrogation against COUNTY by the insurance
company issuing, said policy.or policies. Upon demand of COUNTY, LESSOR shall
provide COUNTY with evidence of compliance with these requirements? At LESSOR's
option, LESSOR may self-insure the coverage required by this section.
13. PUBLIC LIABILITY INSURANCE (AE6.1 S)
COUNTY agrees, at its sole expense, to maintain in force during the. term of this
Lease, for COUNTY's sole benefit, comprehensive general liability insurance,
insuring against claims for injuries to persons or property occurring in., upon, or
about the Premises. Said insurance shall have limits of not less than $~100,000 and
$300,000 for injuries to person or persons, and nOt less than $100,000 fbr property
damage. At COUNTY's opt. ion, COUNTY may self-insure the coverages required by this
sec'tion.
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14. TAXES AND ASSESSMENTS (AE7.1 S)
:
All taxes and assessments which become due and payable upon the Premises-shall be
the full responsibility of LESSOR, and LESSOR shall cause said taxes and
assessments to be paid promptly.
15. BUILDING AND SAFETY REQUIREMENTS (AFl.1 S)
During the full term of this Lease, LESSOR agrees to maintain the Premises in
compliance with all applicable building codes, statutes, and orders as they are
applicable on the date of this' Lease, and as they may be subsequently amended.
LESSOR further agrees to maintain the Premises as a "safe place of employment," as
defined in the California Occupational Safety and Health Act (California Labor
Code, Division 5, Part 1, Chapter 3, beginning with Section 6400) and the Federal
Occupational Safety and Health Act, where the provisions of such Act' exceed, or
supersede, the California Act, as the provisions of such Act are applicable on the
date of this Lease, and as they may be subsequently amended.
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In the event LESSOR neglects, fails, or refuses to maintain said Premises as
aforesaid, COUNTY may, notwithstanding any other termination provisions contained
herein'
A. Terminate this Lease; or
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B At COUNTY's sole option, cure any such default by performance of any act,
i~cluding payment of money, and subtract the cost thereof plus reasonable
administrative costs from the rent.
Conditions caused solely by COUNTY and not subject to the control of LESSOR are
excluded from these provisions.
1'6. INDEMNIFICATION (N)
COUNTY shall indemnify and save harmless LESSOR, its officers, agents, and
employees,' from and against any and all claims, demands, losses, or liabilities of
any kind.or nature which LESSOR, its officers, agents, and employees may sustain or
incur or which may be imposed upon them or any of them for injury to or death of
persons, or damage to property as a result of, or arising out of, the sole
negligence of COUNTY, its officers, agents, employees, subtenants, invitees, or
licensees, in connection with the occupancy, and use of Premises by. COUNTY.
Likewise, LESSOR shall indemnify and save harmless COUNTY', its officers, agents and
employees, from and against any and all claims, demands, losses, or liabilities of
any kind or nature which COUNTY, its officers, agents, and employees' may sustain or
incur or which may be imposed upon them or a'ny of them 'for injury to or death of
persons, or damage to property as a result of, or arising out of, the' sole
negligence of LESSOR, its officers, agents, employees, subtenants, 'invitees, or
licensees, in connection with the maintenance or use of the Premises.
17. DEFAULTS AND REMEDIES (AFl2.1 S)
In the event of any breach of this Lease by COUNTY, LESSOR shall notify COUNTY in
writing of such breach, and COUNTY shall have 30 days. in which to initiate action
to cure said breach.
18. STATE AUDIT (AFl4.1 S) ~
Pursuant to and in accordance with Section 10532 of the California Government Code,
in the event that this Lease involves expenditures and/or potential expenditures of
State funds aggregating in excess of ten thousand dollars ($10,000), LESSOR shall
be subject to the examination and audit of the.Auditor General of the State of
California for a period of' three years after final payment by COUNTY to LESSOR
under this Lease. The examination and audit shall be confined to those matters
connected with the performance of the contract, including, but not limited to, the
costs of administering the contract.
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19. NOTICES. (AF20.1 S)
All written notices pursuant to this Lease shall be addressed as set forth below or
as either party may hereafter designate by written notice and shall be personally
delivered or sent through the United States mail.
TO: LESSOR TO: COUNTY
City of Tustin
Office of the City Manager
300 Centennial WaY
Tustin, CA 92680
· and
County of Orange
GSA/Real Estate Division
Leasing Section
P.O. Box 4106
Santa Ana, California 92702
County of Orange
Fire Department
180 South Water Street
Orange, CA 92666
A1-FN: Manager, Administration Bureau.
20. ATTACHMENTS (AF21.1 S)
This Lease includes the following, which are attached hereto and made a part hereof-.
A. GENERAL CONDITIONS
B. EXHIBITS
.
I. Description - Premises
II. Plot Plan - Premises
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IN WITNESS WHEREOF, the parties have executed this agreement the day and year first
above written.
APPROVED AS TO FORM'
County Counsel
LESSOR
C I---~-~-~ F TUSTIN
~illi'am Huston - City Manager
Valerle Whlteman Chief Deputy C1 y Clerk
RECOMMENDED FOR APPROVAL'
By.
General Services Agency
Facilities and Real Property
Real Estate Division
APPROVED AS TO FORM:
CITY ATTORNEY
By
Real Property Agent
SIGNED AND CERTIFIED'THAT A COPY OF
THIS DOCUMENT HAS BEEN DELIVERED TO
THE CHAIRMAN OF THE BOARD.
H FEB 2.~ ~GG2
Clerk of the Board of Supervqsors
of Orange County, California
COUNTY
COUNTY OF ORANGE
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GENERAL CONDITIONS (AGI-ll S)
1. LEASE ORGANIZATION (AG1 S)
The various headings in this Lease, the numbers thereof, and the organization of
the Lease into separate sections-and paragraphs are for purposes of convenience
only and shall not be considered otherwise.
2. INSPECTION (AG2 S)
LESSOR or his authorized representative shall have the right at all reasonable
times to inspect the Premises to determine if the provisions of this Lease are
being complied with.
3. sucCESSOR~ IN INTEREST (AG3 S)
Unless otherwise provided in this Lease, the terms, covenants, and conditions
contained herein shall apply to and bind the heirs, successors, executors,
administrators, and assigns of all the parties hereto, all of whom shall be jointly
and severally liable hereunder.
4. CIRCUMSTANCES WHICH EXCUSE'PERFORMANCE (AG4 S)
If either party hereto shall be delayed or prevented from the performance of any
act required hereunder by reason of acts'of God, restrictive governmental laws or
regulations, or other cause without fault and beyond the control of the party
obligated (financial inability excepted), performance of such act shall be excused
for the period of the' delay; and the period for the performance of any such act
shall be extended for a period'equivalent to the period of such delay. However,
nothing in this section shall excuse either party from the prompt payment of any
rental or other charge required of them except as may be expressly provided
elsewhere in this Lease. ~
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5. DESTRUCTION OF OR DAMAGE TO PREMISES (AG$ S)
In the event, of:
A. Partial destruction of or damage to Premises; or
B. The Premises being declared unsafe or unfit for ocCupanCy by any public
authority authorized to make such declarat.ion, for all reasons other than
COUNTY's act, use, or occupation, except as otherwise provided herein;
LESSOR shall immediately make repairs as are necessary to restore the Premises to
the condition which existed prior to destruction or damage and/or make repairs as
are necessary to make the Premises safe and fit for occupancy. 'The destruction
(including any destruction necessary in order to make repairs required by any
declaration), damage or declaration shall in no way render this Lease null and
void; COUNTY shall, however, be entitled to a reduction of rent during any period
its use and occupancy of the Premises is adversely affected by reason of
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destruction, damage, declaration, and/or subsequent repair required thereby. Such
reduction shall be proportionate to the interference with COUNTY'S ordinary use of'
the Premises. If LESSOR refuses to make such repairs or if such repairs are not
completed by LESSOR within 60 days, COUNTY may, at its option, terminate the Lease
or make such repairs and deduct COUNTY's direct and entire cOst thereof from rent
owing LESSOR.
6. AMENDMENT (AG6 S)
This Lease sets forth the entire agreement between' LESSOR and COUNTY and any
modification must be in the form of a written amendment.
7. PARTIAL INVALIDITY (AG7 S)
·
If any term, covenant, condition, or provision of this Lease is held by a court of
competent 'jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions hereof shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated thereby.'
8. WAIVER OF RIGHTS (AG8 S)
The failure of LESSOR or COUNTY to-insist upon strict'performance of any o-f the
terms, conditions, and covenants in this Lease shall not be deemed ~ waiver of any
right or remedy that LESSOR or couNTy may have, and shall not be deemed a waiver of
any right or remedy for a subsequent breach or default of the te,qns, condi'tions,
and covenants herein contained.
9. TIME (AGIO S)
Time is of the essence of this Lease.
10. DEFINITION OF COUNTY (AGll S). :
The term "COUNTY" shall mean the Board of Supervisors of the political body that
executed this agreement or its authorized representative.
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LEASE DESCRIPTION
Project No.- GA 861-5
Project Name- Orange County Fire Station #37
Written By- DSB
Checked By'
PARCEL GA 861-5
All the Premises shown on a plot plan marked "Exhibit II," attached hereto and made
a part hereof, being that certain Fire Station Building and site at 14901 Red.Hill
Avenue, in the City of Tustin, County of Orange, State of California and located on
a portion of Lot 63, Block 11 of the Irvine Subdivision,. per map recorded in Book
1, Page 88 of Miscellaneous Maps in the office of the County Recorded- of said
County.
NOT TO BE RECORDED
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EXHIBIT I
I I
'N0. 37
County of O~-~ng'e
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GA 880-2 -"
OCFD/Tustin Fire Station #43
LEASE
THIS LEASE is made , 1994, by and between the CITY OF
TUSTIN, a general law city and municipal corporation in the State of California
("TUSTIN"), and the COUNTY OF ORANGE, a general law county of the State of California
("COUNTY").
RECITALS
A. COUNTY provides fire protection and medical aid services within the incorporated
boundaries of TUSTIN in accordance with a Fire Services Agreement dated
January 27, 1987 and amended April 21, 1992 and June 8, 1993 ("Fire Services
Agreement").
B. Residential and commercial development in the East Tustin Specific Plan Area
("East Tustin") and adjacent County unincorporated area have created a need for
additional fire protection and medical aid to serve East Tustin. The developer of East
Tustin entered into a Development Agreement with TUSTIN, executed December 3, 1986, by
which Developer agreed to provide to TUSTIN certain public improvements and
dedications, including dedication to TUSTIN of a fire station site, a fire station
facility ("Fire Station Facility") on that site, and a Fire Engine Type I, as partial
consideration for TUSTIN's agreements as set forth in the said Development Agreement.
C. COUNTY and TUSTIN entered into a Memorandum of Understanding on March 20, 1990,
which sets forth the proposed terms of the obligations of each party regarding the
construction, equipping and operation of a Fire Station Facility to serve the East
Tustin area, and provides that COUNTY and TUSTIN shall enter i'nto a lease agreement for
COUNTY's use of the Fire Station Facility for the purpose of providing fire protection
services to East Tustin.
NOW, THEREFORE, TUSTIN and COUNTY hereby agree as follows'
1. FIRE STATION FACILITY (1.2 N)
TUSTIN leases to COUNTY the real property, improvements, furnishings and equipment
described in Exhibit A and Exhibit C attached hereto and by reference made a part
hereof. The property and 'improvements are shown on Exhibit "B" attached hereto and by
reference made a part hereof.
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2. TERM (2.2 N)
The term of this Lease shall commence on the first day following execution and shall
run concurrently with the term of the Fire Services Agreement between TUSTIN and COUNTY
and any revisions,'extensions or r~placements, and shall expire June 30, 1999. If the
Fire Services Agreement is terminated for any reason, this Lease shall also immediately
terminate in its entirety.
The term of this Lease shall be automatically extended in conjunction with each
extension of the Fire Services Agreement, and the Lease will expire on the same day as
provided in each extension to the Fire Services Agreement.
In the event TUSTIN and COUNTY agree in writing, prior to the expiration date of the
Fire Services Agreement, that the intent is to extend the Fire Services Agreement, then
this Lease shall remain in full force and effect; however, if at any time after the
expiration date of the Fire Services Agreement has passed and either TUSTIN or the
COUNTY give written notice that "the Fire Services Agreement will not be extended and
is requesting that the Lease be terminated", then the Lease, thereafter, would
terminate on the day the COUNTY vacates the Premises, but not later than 90 days from
the date of said written notice is received by either TUSTIN or the COUNTY.
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3. OPTION TO TERMINATE LEASE (N)
COUNTY and TUSTIN shall each have the option to terminate this Lease at any time upon
giving the other party written notice at least three hundred sixty-five (365) days
prior to either termination date, or, if the Fire Services Agreement is terminated for
any reason, this Lease shall also immediately terminate concurrently, in its entirety.
4. CONSIDERATION/RENT (N)
In consideration of the fire protection and medical aid services to be provided by
COUNTY to TUSTIN, as set forth in said Fire Services Agreement, COUNTY shall not be
17 ii obligated to pay rent to TUSTIN for use of the Fire Station Facility.
18 I 5. ALTERATIONS (4.4 S)
19 COUNTY may make improvements and changes upon and within the Fire Station Facili y,
20!i including but not limited to, the installation of fixtures, partitions, counters
~ shelving, and equipment as deemed necessary. It is agreed that any such fixtures,
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partit'i°ns' counters, shelving or equipment attached to or placed upon the Fire Station
Facility by COUNTY shall be considered as personal property of COUNTY, which shall have
the right to remove same, provided, however, that COUNTY must leave, the Fire Station
Facility in as good condition as when received, reasonable wear and tear excepted.
6. REPAIR, MAINTENANCE, AND JANITORIAL SERVICES (5.1 N)
COUNTY shall provide, at its sole~cost and expense, for all janitorial supplies and
services to the Fire Station Facility.
In addition, COUNTY shall also provide, at its sole cost and expense, repainting of
interior and exterior surfaces (as needed); the servicing, maintenance and repair of
plumbing, electrical, mechanical and HVAC systems; fire sprinkler system, and apparatus
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doors; and repair of all damage caused by COUNTY. However, TUSTIN shall be responsible
for repairing damage due to acts of God, construction or structural defects, latent or
otherwise, within the Fire Station Facility.
COUNTY shall also provide, at its sole cost and expense, for the repair and maintenance
or replacement, if necessary, of e~terior walls, landscaping and irrigation, parking
areas, ramps and driveways, dispenser systems, roof coverings, fixtures, equipment, and
furnishings. An inventory of furnishings provided with this Lease is shown in Exhibit
"C" attached hereto and made a part hereof.
COUNTY shall not be responsible for any maintenance, repairs, or replacements covered
by the warranty of either the construction contractor or The Irvine Company.
Repairs and/or replacements within the Fire Station Facility deemed to be the
responsibility of TUSTIN, shall be completed by TUSTIN within 60 days notice by COUNTY.
COUNTY shall have the option of completing such repairs if such repairs are not
completed by TUSTIN within 60 days notice by COUNTY. TUSTIN agrees that the COUNTY's
cost of such repairs, including labor, materials, and overhead, may be included by
COUNTY in the following year's Fire Services Agreement.
7. UTILITIES (5.2 N)
COUNTY shall be responsible for and pay, prior to the delinquency date, all charges for
utilities supplied to the Fire Station Facility, including trash disposal service.
8. FIRE INSURANCE (5.3 N)
TUSTIN shall procure, pay all premiums upon, and maintain for the benefit of COUNTY and
TUSTIN, throughout the term of this Lease, fire insurance with extended coverage on the
Fire Station Facility to the full insurable value of all improvements thereon.
Included in the policy or policies of fire insurance shall be a standard waiver of
right of subrogation against COUNTY by the insurance company issuing said policy or
policies. TUSTIN shall provide COUNTY evidence of compliance with these requirements.
At TUSTIN's option, TUSTIN may self-insure the coverage required by this section.
9. PUBLIC LIABILITY INSURANCE (AE6.1 S)
COUNTY agrees, at its sole expense, to maintain in force during the term of this Lease
comprehensive general liability insurance, insuring against claims for injuries to
persons or property occurring in, upon, or about the Fire Station Facility. Said
insurance shall have limits of not less than $1,000,000 and $1,000,000 for inju'ries.to
person or persons, and not less than $1,000,000 for property damage. At COUNTY'S
option, COUNTY may self-insure the coverages required by this paragraph.
10. INDEMNIFICATION (N)
COUNTY shall indemnify and save harmless TUSTIN, its officers, agents, and employees,
from and against any and all claims, demands, losses, or liabilities of any kind or
nature which TUSTIN, its officers, agents, and employees may sustain or incur or which
may be alleged against them and/or attempted to be imposed upon them or any of them for
injury to or death of persons, or damage to property as a result of, or arising out of,
the intentional acts or negligence of COUNTY, its officers, agents, employees,
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1 subtenants, inv. jtees, or licensees, or arising in connection with the occupancy and use
of the Fire Station Facility by COUNTY.
TUSTIN shall indemnify and save-harmless COUNTY, its officers, agents, and employees,
from and against any and all claim~, demands, losses, or liabilities of any kind or
nature which COUNTY, its officers, agents, and employees may sustain or incur or which
may be alleged against them and/or attempted to be imposed upon them or any of them for
injury to or death of persons, or damage to property as a result of, or arising out of,
the intentional acts or negligence of TUSTIN, its officers, agents, employees,
subtenants, invitees, or licensees, or arising in connection with regard to this Lease.
11. TAXES AND ASSESSMENTS (5.6 N)
All taxes and assessments which become due and payable upon the Fire Station Facility
shall be the full responsibility of TUSTIN, and TUSTIN shall cause said taxes and
assessments to be paid prior to the due date.
12. BUILDING AND SAFETY REQUIREMENTS (5.7 N)
COUNTY agrees to maintain the Fire Station Facility as a "safe place of employment" as
defined in the California Occupational Safety and Health Act (California Labor Code,
Division 5, Part 1, Chapter 3, beginning with Section 6400) and the Federal
Occupational Safety and Health Act, where the provisions of such Act exceed, or
supersede, the California Act, as the provisions of such Act are applicable on the date
of this Lease.
The cost of repairs required to assure structural integrity and that the facility
remains in compliance with building codes, will be the sole responsibility of TUSTIN.
13. CONCESSIONS (5.8 S)
COUNTY may, at COUNTY's option, contract with and receive fees from outside vendors
that provide service to the Fire Station Facility, as shown on the attached Exhibit B.
14. TOXIC MATERIALS (5.9 N)
COUNTY hereby warrants and represents that COUNTY in its operation of the Fire Station
Facility, will comply with all laws and regulations relating to the storage, use and
disposal of hydrocarbon substances and hazardous, toxic or radioactive matter,
including those materials identified in Titl'e 22, California Administrative Code
Section 66680 through 66685, as amended (collectively "Toxic Materials"). Except as
provided in clause 15 (UNDERGROUND FUEL TANKS), the COUNTY shall be responsible for and
shall indemnify and hold TUSTIN, its officers, directors, employees, agents, and
representatives, harmless from and against all claims, costs and liabilities, including
attorneys' fees and costs arising out of or in connection with the storage, use, and
disposal of Toxic Materials on the Fire Station Facility by COUNTY. If the storage,
use, and disposal of Toxic Materials on the Fire Station Facility is caused by COUNTY
and results in contamination or deterioration of water or soil resulting in
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a level of contamination greater than maximum allowable levels established by any
governmental agency having jurisdiction over such contamination, COUNTY shall' promptly
take any and all action necessary to clean up such contamination.
COUNTY shall, at COUNTY's sole expemse, furnish TUSTIN with a hazardous materials
report at the end of the lease term.
15. UNDERGROUND FUEL TANKS {8.2 N)
TUSTIN shall be responsible for repairing and maintaining underground fuel tank system
installed as part of the Fire Station Facility. COUNTY shall be responsible for repairs
and maintenance to the above-ground tank equipment and said underground fuel tank
system shall be monitored on a 24-hour, daily basis. Upon TUSTIN's request, the cOUNTY
shall provide TUSTIN with results of monitoring, or when there are any breaks or system
failures identified as a result of said monitoring. TUSTIN shall be responsible for
all mitigation of contamination caused by any fuel leakage from said underground tanks
occurring during the term of this lease and any extension and for any and all
contamination which starts during the term of any extensions and continues after the
end of the term or extensions thereof.
COUNTY shall be responsible for all mitigation of contamination due from any COUNTY
caused fuel spills occurring during the term of this lease and any extension and for
any and all contamination which starts during the term of any extensions and continues
after the end of .the term or extensions thereof.
16. SURRENDER AT EXPIRATION (6.7 N)
Upon termination of this Lease, whether caused by lapse of time or otherwise, COUNTY
shall, at once, surrender possession of the Fire Station Facility and deliver it to
TUSTIN.
· 17. DEFAULTS AND REMEDIES (6.9 N)
In the event of any breach of this Lease by COUNTY, TUSTIN shall notify COUNTY in
writing of such breach, and COUNTY shall have thirty (30) days in which to initiate
action to cure said breach and COUNTY shall proceed to complete the cure of such breach
with due diligence.
In the event of any breach of this Lease by TUSTIN, COUNTY shall notify TUSTIN in
writing of such breach, and TUSTIN shall have thirty (30) days in which to initiate
action to cure said breach and TUSTIN shall proceed to complete the cure of such breach
with due diligence.
18. FIRE DISTRICT (N)
In the event a fire district, Joint Powers Authority or any other governing body is
created with fire protection responsibilities and jurisdiction over the East Tustin
area of the City of Tustin so that COUNTY will itself no longer have jurisdiction to
provide the services contemplated by this Lease, all of the rights and privileges of
COUNTY prescribed in this Lease shall be transferred by COUNTY to such distriCt and
deemed assumed by such district upon the district assuming all of the obligations of
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2'11i COUNTY such assignment to the satisfaction and assumption, of TUSTIN and upon TUSTIN giving its written approval of
ii 19. NOTICES (9.1 S)
3.
I
.1
4ii All written notices pursuant to this Lease shall be addressed as set forth below or as
either party may hereafter designate by written notice and shall be deemed delivered
- , ~pon personal delivery, delivery by facsimile machine, or 72 hours after deposit in the
o i United, States Mail.
TO- TUSTIN TO' COUNTY
William Huston, City Manager
City of Tustin
P.O. Box 3539
Tustin, CA 92681-3539
and
Christine Shingleton
Director of Community Development
City of Tustin
P.O. Box 3539
Tustin, CA 92681-3539
Copy to:
James G. Rourke, City Attorney
Rourke, Woodruff & Spradlin
701S. Parker Street, Ste. 7000
Orange, CA 92668
County of Orange
GSA/Real Estate
Leasing Section
14 Civic Center Plaza, 3rd Floor
P.O. Box 4106
Santa Ana, CA 92702-4106
Orange County Fire Department
180 South Water Street
Orange, CA 92666
17
il zo. ATTACHMENTS (9.2 N)
18
II
il This Lease includes the following, which are attached hereto and made a 'part hereof:
19
20!! i.~' GENERAL CONDITIONS
~1 II. EXHIBITS
III
EXHIBIT A- Legal Description of the Real Property- Fire Station Facility
EXHIBIT B - Plot Plan - Fire Station Facility
EXHIBIT C - Inventory of Furnishings and Equipment
!//
III
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IN WITNESS WHEREOF, the parties have executed this agreement the day and year first
above written.
TUSTIN
City of Tustin
William Huston, City Manager
~alerie Whiteman, C. hief Deputy City erk
APPROVED AS TO FORM:
County Counsel
RECOMMENDED FOR APPROVAL:
Orange County Fire Department
General Services Agency
Real Estate
/ Real Property Agent /
APPROVED AS TO FORM'
SIGNED AND CERTIFIED THAT A COPY OF
THIS DOCUMENT HAS BEEN DELIVERED TO
THE CHAIRMAN OF THE BOARD.
COUNTY
COUNTY OF ORANGE
PHYLLIS A. HENDERSON
Clerk of the Board of Supervisors
of Orange County, California
By
Chairman, Board of Supervisors
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GENERAL CONDITIONS (S)
1. LEASE ORGANIZATION (10.1 S)
The various headings in this Lease, the numbers thereof, and the organization of the
Lease into separate sections and paragraphs are for purposes of convenience only and
shall not be considered otherwise.
2. INSPECTION (10.2 N)
TUSTIN or his authorized representative shall have the right at all reasonable times to
inspect the Fire Station Facility to determine if the provisions of this Lease are
being complied with.
3. SUCCESSORS IN INTEREST (10.3 S)
Unless otherwise provided in this Lease, the terms, covenants, and conditions contained
herein shall apply to and bind the heirs, successors, executors, administrators, and
assigns of all the parties hereto, all of whom shall be jointly and severally liable
hereunder.
4. DESTRUCTION OF OR DAMAGE TO THE FIRE STATION FACILITY (10.4 N)
In the event of partial or complete destruction of the Fire Station Facility due to
COUNTY's negligence, COUNTY shall immediately make repairs as are necessary to restore
the Fire Station Facility to the condition which existed prior to destruction or damage
and/or make repairs as are necessary to make the Fire Station Facility safe and fit for
occupancy. The destruction (including any destruction necessary in order to make
repairs required by any declaration), damage or declaration shall in no way render this
Lease null and void.
If COUNTY refuses to make such repairs or if such repairs are not completed by COUNTY
within a reasonable time and schedule to be agreed upon by the parties in the
reasonable exercise of their discretion, TUSTIN may, at its option, terminate the Lease
or make such repairs and COUNTY'shall pay TUSTIN the documented cost thereof including
labor, materials, and overhead within 90 days of completion of repairs and written
notice from TUSTIN.
In the event of partial or complete destruction of the Fire Station Facility due to all
causes other than COUNTY's negligence, TUSTIN shall immediately make repairs as are
necessary to restore the Fire Station Facility to the condition which existed prior to
destruction or damage and/or make repairs as are necessary to make the Fire Station
Facility safe and fit for occupancy. The destruction (including any destruction
necessary in order to make repairs required by any declaration), damage or declaration
shall in no way render this Lease null and void.
If TUSTIN does not make such repairs or if such repairs are not completed by TUSTIN
within a reasonable time and schedule to be agreed upon by the parties in the
reasonable exercise of their discretion, COUNTY may, at its option, terminate the
Lease, or, the COUNTY's cost of such repairs, including labor, materials, and overhead,
may be included by COUNTY .in the following year's Fire Services Agreement.
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1'i 5. AMENDMENT (10.5 S)
2 This Lease sets forth the entire agreement between TUSTIN and COUNTY and any
modification must be in the form of a written amendment.
3
i 6. PARTIAL INVALIDITY (10.6 S)
~ I'f any term, covenant, condition, or provision of this Lease is held by a court of
$ : competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
;I
~ provisions hereof shall remain in full force and effect and shall in no way be
6 I affected, impaired, or invalidated thereby.
? ~
.~ 7. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (10.7 S)
81! If either party hereto shall be delayed or prevented from the performance of any act
. required hereunder by reason of acts of God, performance of such act shall be excused
9i~ for the period of the delay; and the period for the performance of any such act shall
:, be extended for a period equivalent to the period of such delay. Financial inability
. shall not be considered a circumstance excusing performance under this Lease.
11~i 8. STATE AUDIT (10.8 N)
1211 Pursuant to and in accordance with Section 10532 of the California Government Code, in
.~ the event that this Lease involves expenditures and/or potential expenditures of State
- funds aggregating in excess of ten thousand dollars ($10 000), TUSTIN shall be subject
:~ to the examination and audit of the Auditor General of the State of California for a
period of three years after final payment by COUNTY to TUSTIN under this Lease. The
examination and audit shall be confined to those matters connected with the performance
of the contract, including, but not limited to, the costs of administering the
contract.
9. WAIVER OF RIGHTS (10.9 N)
17~
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The failure of TUSTIN or COUNTY to insist upon strict performance of any of the terms,
18 conditions, and covenants in this Lease shall not be deemed a waiver of any right or
remedy that TUSTIN or COUNTY may have, and shall not be deemed a waiver of any right or
1911 remedy for a subsequent breach or default of the terms, conditions, and covenants
9_0 iii herein contained.
9.1i! 10. HOLDING OVER (10.10 S)
In the event COUNTY shall continue in possession of the Fire StatiOn Facility after the
9-2 term of this Lease, such possession shall not be considered a renewal of this Lease but
a tenancy from month-to-month and shall be governed by the conditions and covenants
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contained in this Lease.
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I 11. EARTHQUAKE.SAFETY (10.12 N)
TUSTIN warrants that, as of the date of this Lease, the Fire Station Facility is in
2 compliance with all applicable seismic safety regulations and building codes.
12. DEFINITION OF COUNTY (10.13 S)
The term "COUNTY" shall mean the Board of Supervisors of the political body that
5 executed this agreement or its authorized representative.
G 13. QUIET ENJOYMENT (10.14 N)
? TUSTIN agrees that, subject to the terms, covenants and conditions of this Lease,
COUNTY may, upon observing and complying with all terms, covenants and conditions of
8 this Lease, peaceably and quietly occupy the Fire Station Facility.
9 14. TIME (10.16 S)
10 Time is of. the essence of this Lease.
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LEASE DESCRIPTION (11.1 N)
PROJECT NO' GA 880-2 DATE' 5-4-94
PROJECT' OCFD/Tustin Fire Station #43 WRITTEN BY' JWB
All the premises shown crosshatched on a'plot plan marked Exhibit B, attached hereto
and made a part hereof, being that certain two (2) story building located at 11490
Pioneer Road, in the City of Tustin, County of Orange, State of California, and located
on Lot 21 of Tract No. 13627 per map recorded in Book 644, pages 1 through 20 of
Miscellaneous Maps in the office of the County Recorder of the County of Orange and as
shown on Exhibit B.
NOT TO BE RECORDED
aS:km EXHIBIT A
8189-1
5-4-94
N
.C-A ~o- z.
O C ~ U/-l'~s+,b
EXHIBIT B
Chkd'
Date:
Real Estate Division
AMENDED ORANGE COUNTY FIRE
AUTHORITY JOINT POWERS AGREEMENT
AMENDED ORANGE COUNTY FIRE AUTHORITY
JOINT POWERS AGREEMENT
45O9-08
TABLE OF CONTENTS
PaRe No.~
RECITALS ............................................. . . 1
AGREEMENT ................................. ., .......
· ' -- ,----,---,---,---- ..... ---,..,.., ..... ,,.,,., ....... ,., .... ,.,,.,..,.3
ARTICLE I, POWERS AND PURPOSES ....................................................................... 3
1. Authority Created
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 3
2, Purpose of the Agreement; Common Power to be Exercised ........................... 3 .
3. Effective Date of Formation .............................................................................. 3
4, Powers.
·----'--'--'' '------,,,-- ,-- ,,-,-,-,----,- ,-,-------, ,, ,,,,,, ,.,.. ,., ,.,, ,., ,,, ,,,.. ,., .,, ,..,, .,., ,. ,, ,,,.,, 4
ARTICLE II, ORGANIZATION ....................................................................................... 7
1, Membership · 7
2, Designation of Directors .................................................................................... 7
3, Principal Office ........... ~ .............................................................................. 8
4. Meetings ........................................................................................................... 8
5, Quorum; Voting ...................................... ~ ...................................................... 9
6 Executive Committee ........................................................................................ 9
7, Officers .............................................................................................................. 9
8, Minutes
9, Rules ................ · ............................................................................................... 10
10. Fiscal Year .................................................................................................... 10
11, Assent of Members ....................................................................................... 10
12, Committees ................................................................................................... 11
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13. Additional Officers and Employees; Contract Services ................................. 11
ARTICLE II1. TRANSFER OF FIRE OPERATIONS ..................................................... 12
1. List of Assets and Liabilities
· '"'"'"'""""--..--..-.------.....-................................... 12
2. Transfer of County Assets end Liabilities ........................................................ 12
A. Personnel .........
.....~..............~~~~.~...~~~.~.~.~.~..~..~....~~~...~.....~.~...~~~..~.~...~.~. 13
B. Assets ...............
~~...~..........~~.~.....~.~~.~~~.~~~.~..~.~~....~~.~~~~~~...~.~.~~~~..~.~~.~..~.. 13
C. Reserves
D. Contracts
E. Records
3. AUthority Assumption of Liability ..................................................................... 15
ARTICLE IV. FUNDING OF FIRE OPERATIONS ........................................................ 16
1. General Budget ............................................................................................... 16
2. Expenditures for the Approved Budget ........................................................... 17
3. Contributions for Budgeted Amounts .............................................................. 17
A. Structural Fire Fund ............................................................................ 17
B. Cash Contract Cities ........................................................................... 17
C. Participation In Maintenance and Replacement Programs ................. 18
D. Responsibility For Capital Improvements ........................................... 18
E. Cap on Annual Adjustments ............................................................... 18
F. Cost Basis For Next year's Adjustment ............................................... 21
G. Expiration of Cap ................................................................................ 21
H. New Resources To Cash Contract C~ties ............... , ........................... 21
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I. John Wayne Airport .............................................................................. 21
J. Termination ......................................................................................... 21
4. Equity .............................................................................................................. 22
5. Approval of Bonded Indebtedness .................................................................. 24
6. Authority Cooperation ..................................................................................... 24
ARTICLE V. ACCOUNTING AND AUDITS ................................................................. 25
1. Accounting Procedures ................................................................................... 25
2. Audit ................................................................................................................ 25
ARTICLE VI. PROPERTY RIGHTS ............................................................................. 25
1. Vehicles, Equipment, Facilities and Property .................................................. 25
A. Ownership ........................................................................................... 25
B. Capital Improvements ......................................................................... 26
C. Maintenance and Repairs ................................................................... 26
D. Equipment and Vehicle Replacement/Depreciation Programs ........... 26
2. Disposition of Assets Upon Termination 27
3. Liabilities ......................................................................................................... 27
4. Indemnification and Insurance ........................................................................ 27
ARTICLE VII. WITHDRAWAL AND ADDITION OF MEMBERS ................................. 30
1. City Member Withdrawal ................................................................................. 30
A. Initial Term .......................................................................................... 30
B. Subsequent Terms ............................................................................. 31
C. Removal From Board After Notice of Withdrawal ............................... 32
D. Res ~on of Notice
"'""' .... '""'"'"'" .... """"'---'-'..---..--.----................32
E. Property Tax Transfer Negotiations .................................................... 33
2. Addition of New City Members ......
.................................................................. 3
3. Withdrawal of County .........: ............................................................................ 33
4. Property of Withdrawing Members ........................................... ' 34
ARTICLE VIII. TRANSITION TO AUTHORITY
............................................................ 34
ARTICLE IX. NOTICE OF AGREEMENT .....
""'"'"'"'"--'-.-.-.------.----.-................. ........ 34
1. Initial Notice .................................
'"""'"'"'"""-'" ....... .------.--.......................... 34
2. Additional Notices
3. Notice to Members
4. Amendment ............
............................................ 35
5. Headings
6. Severability ................................
7. No Continuing Waiver .........
'"'"'""'"'"'"'"'"--------.-.-...-------.-.......................... 36
8. Successors ..................................................................................................... 36
9. No Third Party Beneficiary .............................................................................. 36
SIGNATURE PAGES .............
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 37'
450g..08
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AMENDED ORANGE COUNTY FIRE AUTHORITY
JOINT POWERS AGREEMENT
This amended Agreement is-made this day of ,
1999 by and between the following public entities (collectively, the "members"), BUENA
PARK, CYPRESS, DANA POINT, IRVINE, LAGUNA HILLS, LAGUNA NIGUEL, LAKE
FOREST, LA PALMA, LOS ALAMITOS, MISSION VIE JO, PLACENTIA, SAN
CLEMENTE, SAN JUAN CAPISTRANO, SEAL BEACH, STANTON, TUSTIN, VILLA
'PARK, WESTMINSTER AND YORBA LINDA (collectively, the "Cities") and the
COUNTY OF ORANGE (the "County").
RECITALS
A. County operates the Orange County Fire Department (the "Fire
Department"), which presently provides fire protection, prevention and suppression
services and related and incidental services to Cities, as well as to the unincorporated
area of the County and State areas of responsibility ("SRA").
B. County agrees that Cities require additional policy input into and direction
over the costs of such services and use of structural fire fund taxes levied therefor.
· .0.-0. 1
10179 v3
C. Cities and County have studied and discussed policy input and cost
control for over three years and have determined that creation of a joint power entity to
administer fire service operations and delivery serves their needs for policy input and
cost control.
D. Each member is a public agency as defined by Government Code Section
6500 et seq. and is authorized and empowered to contract for the joint exercise of
powers common to each member.
E. The members now wish to jointly exercise their powers to provide for
mutual fire protection, prevention and suppression services and related and incidental
services, including but not limited to, creation, development, ownership and operation of
programs, facilities, and funds therefor through the establishment of the "Orange County
Fire Authority" (the "Authority").
NOW, THEREFORE, in consideration of the mutual promises set out, the parties
agree as follows:
4509-08
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· _
AGREEMENT
ARTICLE I.
POWERS AND PURPOSES
1. Authority Created. The Authority is formed by this Agreement pursuant
to the provisions of Article 1, Chapter 5, Division 7, Title I (commencing with Section
0500) of the Government Code of the State of California. The Authority shall be a public
entity separate from the parties hereto and its debts, liabilities and obligations shall not
be the debts, liabilities and obligations of its members.
2. Purpose of the Aqreement; Common Powers to be Exercised. Each
member individually has the statutory ability to provide fire suppression, protection,
prevention and related and incidental services including but not limited to emergency
medical and transport services, and hazardous materials regulation, as well as
providing facilities and personnel for such services. The purpose of this Agreement is to
jointly exercise the foregoing common powers in the manner set forth herein.
3. Effective Date of Formation. The Authority shall be formed as' of
February 3, 1995, or such later date as agreed to in writing by all the members (the
"Effective Date"), provided that the Authority has met the insurance requirements set
forth in Article VI., Section 4. D. below and has become enrolled as a member in the
Orange County Employees Retirement System (OCERS).
4509-08
4. Powers. Pursuant to and to the extent required by Government Code
Section 6509, the Authority shall be restricted in the exercises of its powers in the same
manner as is a general law city. The Authority shall have the power to do any of the
following in its own name:
·
Ao
To exercise the common powers of its members in providing fire
suppression, protection, prevention and related and incidental
services.
Bo
To make and enter into contracts, including contracts with its
members; notwithstanding, the Authority may not enter into real
property development agreements.
Co
To assume Fire Department contracts relating to fire suppression,
protection, prevention and related and incidental services.
D.
To determine compensation and working conditions and negotiate
contracts with employees and employee organizations.
Ee
To employ such agents, employees and other persons as it deems
necessary to accomplish its purpose.
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F. To lease, acquire, hold and dispose of property.
G. To invest surplu~ funds.
Ho
To incur debts, liabilities, or obligations, provided that all long term
bonded indebtedness, certificates of participation or other long-term
debt financing require the prior consent of the members as set out
in Article IV. hereof.
To sue and be sued in its own name.
Jo
To apply for grants, loans, or other assistance from persons, firms,
corporations, or governmental entities.
Ko
To use any and all financing mechanisms available to the Authority,
subject to the provisions of Article IV. hereof.
Lo
To prepare and support legislation related to the purposes of the
Agreement.
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110179 v3
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Mo
To lease, acquire,-construct, operate, maintain, repair and manage
new or existing facilities as well as to close or discontinue the use
of such facilities.
No
To levy and collect payments and fees for services, provided that
paramedic or ambulance user fees shall be approved by the
member(s) affected.
Oo
To impose new special taxes or assessments as authorized by law
to the extent allowed by law, and in coordination with the underlying
jurisdiction.
P°
To provide related services as authorized by law.
Qo
To contract for the services of attorneys, consultants and other
services as needed.
R.
To purchase insurance or to self-insure and to contract for dsk
management services.
4509-08
~. 10179 v~
So
T.
To adopt rules, regulations, policies, bylaws
governing the operation of the Authority.
To determine the compensation of Directors.
ARTICLE II.
ORGANIZATION
and procedures
1. Membership. The members of the Authority shall be the original parties
hereto which have not withdrawn from the Authority, and such other cities as may join
the Authority after execution of this Agreement. New members may join on the terms
and conditions set out in Article VII. hereof.
2. Desiqnation of Directors. Each member by resolution of its governing
body shall designate and' appoint one representative to act as its Director on the
Authority Board of Directors (the "Board"), except the County whose Board of
Supervisors shall appoint two representatives to act as its Directors. Each
representative shall be'a current elected member of the governing body. Each Director
shall hold office until the selection of a successor by the appointing body. Each
member shall also appoint an alternate to act in each Director's absence. Each
alternate shall be a current elected representative of the governing board of the
member. Each Director and alternate shall serve at the pleasure of his or her
appointing body and may be removed at any time, with or without cause, .at the sole
45O9-O8
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9/27/99
discretion of that app, ~g body. Any vacancy shall be ,,led in the same manner as
the original appointment of a Director and/or alternate. With approval of the Board. a
Director or alternate may be reimbursed for reasonable expenses incurred in the
conduct of the business of the Authority.
3. Principal Office. The principal office of the Authority shall be the Fire
Department's Water Street headquarters or as may be otherwise designated by the
Authority from time to time.
4. Meefin_~__s.
A. The first and organizational meeting of the Authority shall be held at
its principal office on the Effective Date. At that meeting, the Board may determine
whether to adopt a rotation system of two (2) and four (4) year terms to provide for
increased continuity on the Board and shall classify themselves into any groups
selected.
B. The Board shall meet at the principal office of the Authority or at
such other place as may be designated by the Board. The time and place of the regular
meetings of the Board shall be determined by resolution adopted by the Board, and a
copy of such resolution shall be furnished to each party hereto. All Board meetings,
including regular, adjourned and special meetings, shall be called, noticed and held in
4509-08
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accordance with the Ralph M. Brown Act, Section 54950, et seq. of the Government
Code (the "Brown Act") as it may be amended from time to time.
5. Quorum; Voting. A majority of the Directors shall constitute a quorum for
the purpose of the transaction of business relating to the Authority. Each Director, or
alternate in the absence of any voting Director, shall be entitled to one vote. Unless
otherwise provided herein, a vote of the majority of those present and qualified to vote
shall be sufficient for the adoption of any motion, resolution or order and to take any
other action deemed appropriate to carry forward the objectives of the Authority.
6. Executive Committee. The Board shall select from among its members
an Executive Committee, one member of which shall be a County Supervisor, and shall
designate the functions to be performed by the Executive Committee, as allowed by
law.
7. Officers. The Board shall elect from among its members a chair and
vice-chair and thereafter at the first meeting in each fiscal year the Board shall elect or
re-elect a chair and vice-chair, in the event that the chair or vice-chair ceases to be a
Director, the resulting vacancy shall be filled in the same manner at the next regular
meeting of the Board held after such vacancy occurs. In the absence or inability of the
chair to act, the vice-chair shall act as chair. The chair, or in his or her absence the
vice-chair, shall preside at and conduct all meetings of the Board. In the absence of the
45O9-08
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9/27/99
chair and vice-chair, the Board shall elect a chair pro ternpore to preside at and conduct
the meeting. The Board shall also appoint a clerk of the Authority.
8. Minutes. The clerk of-the Authority shall provide notice of, prepare and
post agendas for and keep minutes of regular, adjourned regular, and special meetings
of the Board, and shall cause a copy of the minutes to be forwarded to each Director.
The clerk will otherwise perform the duties necessary to ensure compliance with the
Brown Act and other applicable rules or regulations.
9. Rules. The Board may adopt from time to time such bylaws, rules and
regulations for the conduct of its affairs that are not in conflict with this Agreement, as it
may deem necessary.
10. Fiscal Year. The Authodty's fiscal year shall be July I of each year, or in
the year of its formation, the Effective Date, to and including the following June 30.
11. Assent of Membem. The assent or approval of a member in any matter
requiring the approval of the governing body of the member shall be evidenced by a
copy of the resolution of the governing body filed with the Authority.
4509-08
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..
12. Committees. The Board may establish standing or ad hoc committees or
subcommittees composed of Board members, staff and/or the public to make
recommendations on specific matters.
13. Additional Officers and Employees; Contract Services.
A. Pursuant to Government Code Sections 6505.5 and 6505.6, the
Board shall appoint an officer or employee of the Authority, an officer or employee of a
member public agency or a certified public accountant to hold the offices of treasurer
and auditor for the Authority. Such person or persons shall possess the powers of and
shall perform the treasurer and
Government Code Sections 6505,
auditor functions for the Authority required by
6505.5, and 6505.6, including any subsequent
amendments thereto. Pursuant to Government Code Section 6505.1, the clerk of the
Authority and the auditor and treasurer shall have charge of certain property of the
Authority. The treasurer and auditor shall assure that there shall be strict accountability
of all funds and reporting of all receipts and disbursements of the Authority. The
treasurer, auditor and clerk of the Authority shall be required to file an official bond with
the Board in an amount which shall be established by the Board. Should the existing
bond or bonds of any such officer be extended to 'cover the obligations provided herein,
said bond shall be the official bond required herein. The premiums on any such bonds
attributable to the coverage required herein shall be appropriate expenses of the
Authority.
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B. '1 ,oard shall appoint general cou,.., and special counsel to the
Authority to serve as necessary.
C. The Board may contract with a member to provide necessary
administrative services to the Authority as appropriate. Any administrative duties also
may rotate from year to year.
ARTICLE III.
TRANSFER OF FIRE OPERATIONS
1. List of Assets and Liabilities. An up-to-date list of all Fire Department
personnel, employment agreements, pension agreements, assets (including but not
limited to real property, equipment, Fire Department reserves, contracts and deposits)
and all known liabilities (including but not limited to tort and workers' compensation
cases and claims) shall be prepared by the transition team dudng the transition referred
to in Article VIII. below.
2.. Transfer of County Assets and Liabilities. Effective as of the date of
Authority formation, County shall transfer to the Authority all assets and liabilities of the
Fire Department, exclusive of the Weed Abatement and Hazardous Materials Program
Office and their personnel (the Asset Transfer), as further set out in this Article.
4509-O8
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9/27/99
A. Personnel. The parties agree that the Authority is the successor
employer to the CountY by operation of law, including for retirement and pension
purposes. On the Effective Date, each and every employee of the Fire Department shall
become an employee of the Authority on exactly the same terms and conditions as set
forth in the County's existing Memoranda of Understanding ("MOU's"), employment
agreements and all other applicable employment rules, regulations, ordinances and
resolutions. The Board shall forthwith adopt and ratify such MOU's, employment
agreements, and employment rules, regulations, ordinances and resolutions for each of
the Authority employees and shall take such other and further actions as authorized and
necessary to implement this subparagraph A. The Board also shall take all necessary
steps to confirm continuation of membership in the County's 1937 Act Retirement
system on the same terms and conditions.
B. Assets. All Fire Department assets, including and not limited to real
property, including the Fire Headquarters complex located at 180 South Water Street in
Orange (but excepting the four deactivated fire stations located at 1502 South
Greenville Street, Santa Aha; 12962 Dale Street, Garden Grove; 521 North Figueroa
Street, Santa Ana; and 31411 La Matanza Street, San Juan Capistrano) and personal
property and equipment and apparatus, whether or not located at fire stations, the Fire
Headquarters complex, on equipment or otherwise shall transfer to the Authority in their
"as is" condition as of the Effective Date. As part of the consideration for the County's
Asset Transfer and contribution to the Authority of its SFF from the unincorporated area,
110179 v3
9/27/9g
15-sep-1999
the Authority shall assume the Fire Department's obligation for payment of $14.5 million
to the County for purchase of Fire Department assets. The parties acknowledge that
$8.2 million remains owing, and that the Authority Shall make a $4.1 million payment by
June 30, 1995 and a $4.1 million payment by June 30, 1996.
C. Reserves. All Fire Department reserves, including the Fire
Department's Fund 130 contingency, as shown in the County's 1994-95 Final Budget,
shall transfer, unencumbered, to the Authority as of the Effective Date.
D. Contracts. Except for the SRA agreement with the California
Department of Forestry and Fire Protection ("CDF"), all existing County agreements and
contracts involving the Fire Department or its personnel, including but not limited to
contracts with Structural Fire Fund and cash contract Cities, mutual aid agreements,
automatic aid agreements, County island agreements, and entry, access and roadwork
agreements, shall be assigned to the Authority as of the Effective Date, with any service
or obligation to be provided or performed thereafter by the Authority. A list of all such
contracts shall be developed during the transition period. The Authority agrees to
assume all of County's obligations, duties and liabilities under said agreements and
contracts. With respect to contracts between County and the Structural Fire Fund Cities
and cash contract Cities, each City member hereby agrees to the assignment to the
Authority and agrees to release County as of the Effective Date from any further
obligations to any City member under said contracts upon assignment. As part of the
4509-08
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4
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consideration for the County's Asset Transfer and contribution to the Auihority of its SFF
from the unincorporated area, the Authority agrees to subcontract with County for the
provision of services to all areas within the County which have been designated as
SRAs or enter into another arrangement on such terms as are acceptable to the CDF
and the County. As additional consideration for the County's Asset Transfer and
contribution of its SFF from the unincorporated area, the Authority further agrees to
contract with the County for the Authority's provision of services to the County's
unincorporated areas and for the Authority's provision of aircraft rescue fire fighting
service to John Wayne Airport.
E. Records. Any and all business records and files, whether computer
records, hard copy, microfilm or fiche, historical data, rosters, personnel records,
organizational charts, job descriptions, deeds, easements, equipment logs, warranties,
manuals and so forth, necessary or helpful to provide services shall be transferred by
the County to the Authority during the transition period.
3. Authority Assumption of Liability. in further consideration for the
County's Asset Transfer and contribution of its SFF from the unincorporated area, the
Authority shall assume responsibility for any and all loss, litigation, liability, injury,
damage, claim, demand, and tort or workers' compensation incidents that occur on or
after the Effective Date. The County shall retain responsibility and liability for any and all
such incidents that occur pdor to the Effective Date and shall retain all risk management
.... .~
reserves that have b~ set aside for such prior inciden,... Fhe'Authority may contract
with the County to receive risk management services on such terms as agreed to by the
Authority and the County. Notwithstanding, the Authority acknowledges that it shall not
be entitled to become a member-of the County's self-insurance pool without the
County's written consent.
ARTICLE IV.
FUNDING OF FIRE OPERATIONS
1. General Bud.qet. Within sixty (60) days after the first meeting of the
Board, a general budget for the first fiscal year shall be adopted by the vote of a
majodty of all of the Directors. The initial budget and each succeeding budget shall
include, but not be limited to, the following: (a) the general administrative expenses,
operating expenses and necessary reserves of the Authority to be incurred during the
pedod covered by the budget; and (b) the allocation of costs among the members of the
Authority in the amounts necessary to cover the budget items set out in 1. (a) above.
Thereafter, at or prior to the last meeting of the Board for each fiscal year, a general
budget shall be adopted for the ensuing fiscal year or years by a vote of at least a
majority of all of the Directors of the Board. A wdtten budget performance report shall be
presented to the Board.
4509-08
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9/27/99
2. Expenditures for the Approved Budqet. All expenditures within the
designations and limitations of the approved general budget shall be made on the
authorization of the Board for general budget expenditures without further action. No
expenditures in excess of those budgeted shall be made without the approval of a
majority of all of the Directors of the Board.
3. Contributions for Budqeted Amounts. *
A. Structural Fire Fund. County receives Structural Fire'Fund ("SFF")
from the unincorporated area and all member Cities except Stanton, Tustin, San
Clemente, Buena Park, Placentia, Westminster and Seal Beach. On behalf of the cities
receiving SFF, and the unincorporated area, County shall pay ali SFF it receives to the
Authority to meet budget expenses and fund reserves in accordance with the County's
normal tax apportionment procedures pursuant to the California Revenue and Taxation
Code and the County's tax apportionment schedules.
B. Cash Contract Cities. As part of its annual budget process, the
Authority shall determine amounts owing from cash contract Cities. Such amounts are
due and payable within thirty (30) days of receipt of a billing therefor. Subject to the cap
set forth in 3. E. below, the Authority shall make an adjustment in annual costs for its
service to cash contract Cities to reflect the annual percentage change in the cost of fire
system operations consistent with the cost calculation methodology in place on the
Effective Date of the Authority, or the date they became members. Notwithstanding the
~o~-o. 17
110179 v3
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foregoing, the cost calculation methodology shall include the cost of any proportional
share of any long term debt repayment obligations.
C. Participation In. Maintenance and Replacement Program.~. In
addition to the cost calculation methodology set forth in B. above, and subject to the cap
set forth in E. below, cash contract Cities shall pay (i) the cost of participation in the
Authority's facilities maintenance program as set forth in Article VI., Section 1. C., (ii) the
cost of participation in the Authority's vehicle replacement/depreciation program as set
forth in Article Vi., Section 1. D., and (iii) the cost of participation in the Authority's
equipment replacement/depreciation program as set forth in Article VI., Section 1. D.
D. Res~)onsibility For Capital Improvements. In addition to the cost
calculated in B. and C. above, and irrespective of the cap in E. below, cash contract
· · .
Cities shall be responsible for making Authority-required capital improvements to City-
owned stations or facilities, as set forth in Article VI., Section 1. B. -A capital
improvement shall be any improvement or repair in excess of $15,000.
E. .Cap on Annual Adjustments. Except for the costs set forth in H.
below and in Article Vi., Section 1. B., no annual cost adjustment shall exceed three and
a half percent (3.5%) in fiscal years 2000-2001 through 2004-2005, and four percent
(4%) for the next five fiscal, years, of the total charges for the preceding year. The
determination of each city's annual adjustments shall be made as follows:
4509-08
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(1) For Placentia, Seal Beach, Stanton and Tustin:
(a.) The prior year's charge shall be adjusted by an
amount which represents the percerrtage change in the cost of fire system operations
as set forth in 3. B. above.
(b.) Any difference between that amount and the amount
of increase allowable under the applicable cap shall then be applied to the City's
financial obligation under the Authority's facilities maintenance program.
(c.) Any difference between the sum of those two
amounts and the amount allowable under the applicable cap shall next be applied to the
City's financial obligation under the Authodty's equipment replacement/depreciation
program.
(d.) Any difference between the sum of those three
amounts and the amount of increase allowable under the applicable cap shall then be
applied to the City's financial obligation under the Authodty's vehicle
replacement/depreciation program.
,~o~. 19
110179 v3
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(;-. For__.__Buena Park..,_.San Clement~ ..,,'~d Westminster:
(a.) The prior year's charge, exclusive of vehicle
replacement/depreciation costs, shall be adjusted by an amount which represents the
percentage change in the cost of fire-system operations as set forth in 3. B. above.
(b.) Any difference between that amount and the amount
of increase allowable under the applicable cap shall then be applied to the City's
financial obligation under the Authority's facilities maintenance program.
(c.) Any difference between the sum of those two
amounts and the amount allowable under the applicable cap shall next be applied to the
City's financial obligation under the Authority's equipment replacement/depreciation
program.
(d.) Effective July 1, 2000, said cities shall continue to
participate in the Authority's vehicle replacement/depreciation program on the terms and
conditions in effect June 30, 2000; provided however, that the amount of any
subsequent adjustment to an immediately preceding year's vehicle
replacement/depreciation charge, when added to the adjustments set forth in a., b. and
c. above, shall not exceed the applicable cap on the total charges for the preceding
year.
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F. Cost Basis For Next Year's Adjustment. The total annual
adjustment, with the applicable cap set forth herein, shall constitute the basis for next
year's annual adjustment.
G. Expiration of Cap. Notwithstanding any other provision of this
Agreement, the Board of Directors, by two-thirds vote of all Directors, may adopt a new
cost calculation methodology and/or a new cap for cash contract Cities, and/or a
different membership term for all members, pursuant to Article VII., Section 1. B., to be
operative July 1, of the first year of the next succeeding term. Any such changes must
be adopted by board action no later than July 1, of the last year of the then current term.
H. New Resources To Cash Contract Cities. Notwithstanding the
foregoing provisions, whenever new resources are committed to a cash contract City,
the member shall pay the incremental company cost for such resources. The additional
resources and increased cost shall not be implemented without consent of the member.
i. John Wayne Airport. Service levels and charges therefore for
aircraft rescue firefighting services to John Wayne Airport shall be agreed upon by the
Authority and the member having fire service jurisdiction.
J. Termination. Failure by any member to make payments when due
constitutes grounds for expulsion from the Authority. Prior to expulsion, the Authority
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shall provide written notice of its intention to expel such member if payment is not
received within thirty (30) days of the date of such notice. Repeated failure to make
payments when due shall constitute grounds for expulsion and/or imposition of an
Authority-determined late fee. Alternatively, or in addition to the remedies set forth
herein, the Authority may bring legal action to collect unpaid amounts.
4. Equity_. Annually after the conclusion of each fiscal year and consideration
of-the audited financial statements for that year, and after consideration of the
Authority's financial needs, the Board of Directors in its sole discretion shall determine
whether sufficient unencumbered funds from that fiscal year are available for additional
services or resources to Structural Fire Fund members, in the event the Board
determines that (1) such funds are available, (2) a distribution is warranted, and (3) that
it is appropriate to do so, it shall allocate those funds, or any portion thereof, to a
restricted Structural Fire Fund Entitlement fund, as follows:
A.
The Authority shall use the general methodology employed in
Model 2A of the 1999 Final Report by the Davis Group regarding
"Equity Issues Related to the Financing of OCFA Services" to
determine the relative status of Structural Fire Fund members as
follows: A base period comparison for each member of cost to .
serve, on the one hand, and Structural Fire Fund contributions and
cash contract charges, on the other, will be established, taking into
account, the three-year average of consumption, population and
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22
assessed valuation for the immediately preceding three fiscal
years. Upon a two-thirds vote of all Directors representing
Structural Fire Fund members, a different methodology may be
used to determine the relative status of Structural Fire Fund
members.
Bo
The above-mentioned base period status of Structural Fire Fund
members shall be compared to all members, without regard to the
10% variance factor in the Davis study.
Co
Those Structural Fire Fund members whose Structural Fire Fund
revenues were greater than the cost to serve, based on the base
period comparison in A. above, shall receive a pro rata allocation
from the Entitlement fund, based on the relative amounts by which,
respectively, those Structural Fire Fund revenues exceeded said
cost to serve. In no event shall a Structural Fire Fund member
receive allocations that exceed the average amount by which such
revenUes exceeded said cost to serve during the applicable base
pedod.
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.~.:"."','~ ~
23
Allocations fro~ ~ Entitlement fund may thereaft~, ,~e used for Board-approved
and Authority-related service or resource enhancements to such Structural Fire Fund
members.
No Structural Fire Fund member will be required to make additional payments for
service on account of equity. No Structural Fire Fund member will be entitled to receive
cash payments or reimbursements on account of equity.
5. Approval of Bonded Indebtednes.~. By a two-thirds vote of all members,
the Authority may authorize the issuance of any long term bonded indebtedness. Any
cash contract City that' withdraws pursuant to Article VII. shall, after ceasing to be a
member of the Authority, not be responsible for payment of its proportional share of any
bonded indebtedness approved by the Authority. Short-term tax anticipation notes with
a one-year (or shorter) term may be authorized by a majority vote of all of the directors
of the Board.
6. Authority Coor~eration. The Authority agrees to fully cooperate with
each of the members in pursuing federal and state claims for emergency response
reimbursements.
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ARTICLE V.
ACCOUNTING AND AUDITS
'1. Accountinq Procedures. Full books and accounts shall be maintained
for the Authority in accordance with practices established by, or consistent with, those
utilized by the Controller of the State of California for like public ' entities. In particular,
the Authority's auditor and treasurer shall comply strictly with requirements governing
joint powers agencies, Article 1, Chapter 5, Division 7, Title 1 of the Government Code
of the State of California (commencing with Section 6500).
2. Audit. The records and accounts of the Authority shall be audited
annually by an independent certified public accountant and copies of the audited
financial reports, with the opinion of the independent certified public accountant, shall be
filed with the County Auditor, the State Controller and each member within six (6)
months of the end of the fiscal year under examination.
ARTICLE VI.
PROPERTY RIGHTS
1. Vehicles, Equipment, Facilities and Property.
A. Ownership. Except as provided herein, ali real and personal
property, including but not limited to, facilities constructed, installed, acquired or leased
by the Authority, apparatus and equipment, personnel and other records and any and all
45o~-o8 25
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reserve funds shall be held in the name of the Authority for the benefit of the members
of the Authority in accordance with the terms of this Agreement. Fire stations that are
owned by Cities shall be leased to the Authority for one dollar ($1.00) per annum.
B. Capital Improvements. Capital improvements to cash contract city-
owned stations or facilities, within their jurisdictions, shall be the responsibility of each
member. Such capital improvements may be required by the Authority upon a
determination by the Authority, after good faith consultation with a member agency, that
such improvements are needed to protect the health, safety or welfare of Authority
employees or to maintain the station in a state of operational readiness. Capital
improvements to stations owned by the Authority shall be the responsibility of the
Authority. For cash contract Cities, the construction of new stations or facilities, within
and primarily benefiting their jurisdictions, shall be the responsibility of each city. Such
construction shall meet reasonable standards and specifications prescribed by the Fire
Chief.
C. Maintenance and Repairs. Each cash contract City shall make an
initial payment to the Authority of $15,000 for each fire station within its jurisdiction for
maintenance and repairs not included in the original cost calculation methodology. The
Authority shall carry forward unspent amounts to the next fiscal year. At the beginning
of each fiscal year, said cities shall pay the Authority an amount sufficient to bring its
balance back to $15,000 for each such station.
D. Equipment and Vehicle Replacement/Depreciation Proqram,~.
Cash contract Cities shall participate in funding the Authority's equipment and vehicle
replacement/depreciation programs. Such programs shall be administered fairly and
equitably by the Authority and in accordance with Generally Accepted Accounting
Principles.
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..... .-.... 2c.
2. Disposition of Assets Upon Termination. The Authority may vote to
terminate this Agreement, or termination will occur if only one member is left in the
Authority. If termination occurs, all surplus money and property of the Authority shall be
conveyed or distributed to each member in proportion to all funds provided to the
Authority by that member or by the County on behalf of that member during its
membership, whether Structural Fire Fund or cash contract amounts. Each member
shall execute any instruments of conveyance necessary to effectuate such distribution
or transfer. In any such distribution, the amount of Structural Fire Fund derived from
each incorporated or unincorporated city areas shall be considered as received from
that member in the same manner as cash contract payments have contributed to
surplus assets.
3. Liabilities. Except as otherwise provided herein, the debts, liabilities and
obligations of the Authority shall be the debts, liabilities or obligations of the Authority
alone and not of the parties of this Agreement.
4. Indemnification and Insurance.
A. Except as provided in Article VI., Section 4. E. below, from and
after the Effective Date, the Authority shall defend, indemnify and hold harmless the
County and each of the Cities and their officers, employees, agents and representatives
with respect to any loss, damage, injury, claim, demand, litigation or liability and ali
4509-08
9/27/99
expenses and costs r,..,ng thereto (including attorneys' ~es) arising out of or in any
way related to the performance of services pursuant to this Agreement.
B. Except as provided in Article VI., Section 4. E. below, from and
after the Effective Date, the Authority shall defend, indemnify and hold harmless the
County and each of the County's officers, employees, agents and representatives with
respect to any loss, damage, injury, claim, demand, litigation or liability and all expenses
and costs relating thereto (including attorneys' fees) arising out of or in any way related
to any Fire Department contract or agreement assumed by or otherwise transferred to
the Authority.
C. Except as provided in Article Vi., Section 4. E. below, from and
after the Effective Date, the Authority shall defend, indemnify and hold harmless the
County and each of the County's officers, employees, agents and representatives with
respect to any loss, damage, injury, claim, demand, litigation or liability and all expenses
and costs relating thereto (including attorneys' fees) arising out of or in any way related
to any Fire Department asset to be transferred to the ^uthodty, including but not limited
to real property, personal property, equipment and apparatus.
D. From and after the Effective Date, the Authority shall maintain
during the term of this Agreement, workers' compensation insurance as required by law
and, in addition, general comprehensive liability insurance in the minimum limit of
$5,000,000 combined single limit per occurrence and annual aggregate. Each of the
Authority members shall be named as an additional insured on the general
comprehensive liability policy. Alternatively, the Authority may self-insure. Prior to the
Effective Date, the Authority shall provide the County with certificates of insurance or
proof of self-insurance evidencing the coverage referred to in this Section 4. D. Such
insurance is a condition precedent to performance under this Agreement, and until the
Authority obtains insurance as provided for in this Section 4. D., performance under this
Agreement is excused and no member shall have any right against any other member
in equity or law.
E. From and after the Effective Date, the County shall defend,
indemnify and hold harmless the Authority and each City member and their officers,
employees, agents and representatives with respect to any loss, damage, injury, claim,
demand, litigation or liability and all expenses and costs relating thereto (including
attomeys' fees) arising out of the Fire Department's actions or omissions prior to the
Effective Date hereof which are related to the provision of fire services or to the
administration of Fire Department contracts, facilities, sites or assets, and which may
include past, present or ongoing, or any future release of any hazardous material,
hazardous substance or hazardous waste as defined under state and federal law or
·
regulation. The Authority and the Cities agree that the County's obligations under this
Section 4. E. shall only apply to costs, losses, damage, injuries, claims, demands,
4509-08
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g/27/gg
litigation or liabilities for which a written claim has been received by the County prior to
February 3, 2000.
F. Notwithstanding Article VI., Section 4, the members agree that no
immunity available to the County or the Cities under state or federal law or regulation
shall be waived with respect to any third party claim.
ARTICLE VII.
WITHDRAWAL AND ADDITION OF MEMBERS
1. City Member Withdrawal.
A. Initial Term. Cities shall be members of the Authority for an initial
10-year term. For Structural Fire Fund cities, the initial 10-year term shall begin on July
1, 2000 and end on June 30, 2010. For a cash contract City, the first 10-year term shall
begin on July 1, 2000, only upon the' consent of such city. Cash contract Cities that do
not give such approval by July 1, 2000 shall give notice of withdrawal to the Clerk of the
Authority by July 1, 2000, to be effective July 1, 2001. Failure to provide such notice
shall be deemed that city's consent to a 10-year term, beginning July 1, 2000.
Provided however, that the Cities of Stanton, Westminster and Buena
Park may withdraw from the Authority by giving notice of withdrawal to the Clerk of the
Authority by December 31, 2000, to be effective December 31, 2001. Failure to provide
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9/27/99
such notice shall be deemed that city's consent to a 10-year term beginning July 1,
2000.
Notwithstanding the foregoing paragraph, those three cities shall give~
notice of their respective intentions ~within thirty (30) days of completion of any study
undertaken to consider creation of any altemative fire service organization.
Notwithstanding Article IX., Section 4., this Agreement shall not be
amended prior to December 31, 2000.
No Authority time or funds shall be spent negotiating service levels with
those three cities prior to such city's decision to remain members of the Authority.
B. Subsequent Terms. Membership terms shall automatically renew,
on the same terms and conditions as the pdor term, and with the same cap in effect in
the last year of the pdor term, except under the following circumstances:
(1) Any city may give notice of withdrawal by transmitting written
notice of such withdrawal to the clerk of the Authority prior to July 1 of the second to last
year of any term.
(2) If the Board, by two-thirds vote of all Directors, adopts a new
cost calculation methodology and/or a new cap for cash contract Cities, pursuant to
Article IV., Section 3. G., then those cities shall have until June 30 of the last year of the
4509-08
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9/27/99
then current term to ~,..~ written notice to the clerk of the Authority of their intent to
renew.
(3) If the Board, by two-thirds vote of all Directors, adopts a
different minimum membership term pursuant to Article IV., Section 3. G., then cities
shall have until June 30 of the last year of the t, hen current term to give written notice to
the clerk of the Authority of their intent to renew.
Cities that do not'give the notice required by B. (2) and (3) above shall be
deemed to have elected to withdraw, effective June 30 of the first year of the next
succeeding term. Until the effective date of withdrawal, such cities shall be governed by
the changes adopted by the Board.
C. Removal From Board After Notice of Withdrawal. In the event a
notice of withdrawal is given by a city, or deemed to have been given, that city's
representative shall be removed from the Board of Directors.
D. Rescission of Notice. Any notices required hereunder may be
rescinded by the member with approval of the Board of Directors.
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9J~7/99
E. .Property Tax Transfer Neqotiation~. Withdrawal by a Structural
Fire Fund city may be subject to property tax transfer negotiations and such additional
notices as required by applicable law.
2. Addition of New City Member~. Notwithstanding any other provisions
herein, a non-member City may join the Authority upon consent of a majority of all of the
Directors of the Board and agreement to terms and conditions determined by the Board,
which terms and conditions may vary from those set forth in this Agreement. A new City
member may be required to transfer to the Authority its fire facilities and assets or to
. .
reimburse the Authority for a proportionate share of facilities which the new City will
utilize. As a condition of membership, a city may also be required to accept
responsibility for a proportion of the debts, obligations, and liabilities of the Authority
from its transferred facilities, to the extent agreed upon by the Authority and the new
· member at the time of membership. The Authority Board may determine to waive ali or
part of such contribution requirements in return for an offsetting transfer of the new
'member's fire facilities and assets to the Authority.
3. Withdrawal of County. County shall be a member of the Authority for an
initial 10-year term beginning on July 1, 2000 and ending June 30, 2010. Said term
shall automatically renew for successive terms in accordance with and subject to the
same provisions and exceptions applicable to cities in Section 1. B. and C. In the event
of withdrawal, the County shall remain liable for payment of the Structural Fire Fund's
4509-08
''~"~ ,~ 33
proportional share of any bonded indebtedness of the Authority incurred prior to the
date of its withdrawal.
4. Property of Withdrawinq Members. Any withdrawing member may
negotiate with the Authority for return or repurchase of any and all stations and
equipment serving that member's jurisdiction.
ARTICLE VIII.
TRANSITION TO AUTHORITY
The cities and County shall designate a transition team to implement the transfer
of assets and liabilities hereunder, to prepare for the Authority's organizational meeting,
and to direct the transition of administrative services from the County to the Authority.
ARTICLE IX.
NOTICE OF AGREEMENT
1. Initial Notice. Upon the Effective Date of this Agreement, the Authority
shall timely file with the Orange County Clerk and the Office of the Secretary of State
the information required by Government Code Sections 6503.5 and 53051.
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2. Additional Notices. Upon any amendments to this A§reement, the
Authority shall prepare and timely file with the Oran§e County Clerk and the Office of
the Secretary of State the information required by Government Code Sections 6503.5
and 53051.
3. Notice to Members. Notice to members shall be deemed given when
mailed to them, first class, postage prepaid, or faxed to the address/or fax number set
out by their signatures.
4. Amendment. This Agreement may not be amended or modified except by
a vote of two-thirds of all of the members; provided however, that no amendment shall
change the cap, the cost calculation methodology or the length of a term, during the
pendency of any term. This Agreement represents the sole and entire agreement
between the parties and supersedes ali prior agreements, negotiations and discussions
between the parties hereto and/or their respective counsel with respect to the subject
matter of this Agreement.
5. Headinqs. The headings in this Agreement are for convenience only and
are not to be construed as modifying or explaining the language in the section referred
t°'
45C9-08 't, ,.-.
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$. Severab, Should any part, term, or pr,....,ion of this Agreement be
determined by a court to be illegal or unenforceable, the remaining portions or
provisions of this Agreement shall nevertheless be carried into effect.
7. No Continuinq Waiver. No waiver of any term or condition of this
Agreement shall be considered a continuing waiver thereof.
8. Successors. This Agreement shall inure to the benefit of and be binding
upon any successors or assigns of the members. No member may assign any right or
obligation hereunder without the written consent of a majority of all of the Directors of
the Board.
9. No Third Party Beneficiary. The members agree that except as
provided in Article IX., Section 8 above, the provisions of this Agreement are not
intended to directly benefit, and shall not be enforceable by, any person or entity not a
party to this Agreement.
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