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HomeMy WebLinkAbout10 FIRE SERVICES MCAS 06-21-99AGENDA DATE: JUNE 21, 1999 lnte'r-Com NO. !0 6-21-99 TO: WILLIAM A. HUSTON, CITY MANAGER FROM: REDEVELOPMENT AGENCY STAFF COOPERATIVE AGREEMENT/CONTRACTUAL AGREEMENT FOR CONTRA. CT SUBJECT: FIRE SERVICES, MCAS TUSTIN SUM3/ZdRY: Approval is requested for the City to enter an Interim Agreement with the Department of Navy and an Agreement with the Orange County Fire Authority for the provisions of fire protection services at closing MCAS Tustin RECOMMENDATION: It is recommended that the City Council: Authorize the City Manager or Assistant City Manager to execute an Interim Cooperative Agreement between the United States of America (Department of Navy) and the City of Tustin providing for fire protection services by the Orange County Fire Authority (OCFA) at closing Marine Corps Air Station (MCAS) Tustin subject to approval by the City Attorney of any final agreement, and; Authorize the City Manager or Assistant City Manager to enter into an Interim Fire Protection and Emergency Services Agreement between the City of Tustin and OFCA for the OCFA to provide necessary fire protection services at closing MCAS Tustin, subject to approval by the City Attorney of any final agreement. FISCAL IMPACTS City of Tustin costs associated with the recommended actions will be reimbursed by the Department of Navy. There are no direct fiscal impacts on the General Fund associated with this action. CiD' and Redevelopment staff will be responsible for contract administration. BACKGROUND/DISCUSSION MCAS Tustin is scheduled for closure on July 2, 1999. The City of Tustin has been authorized bv the Department of Defense to act as the Local Redevelopment Authority (LRA) and is solely responsible for planning the future civilian reuse of the closing base. It is the Department of the Navy's intent in closing MCAS Tustin to maximize cost savings in a manner that will preserve valuable assets and support rapid reuse and redevelopment. Maintenance of the installation is an important element of the transition from military to civilian reuse. Initial Cits' Council Report MCAS Tustin Cooperative Agreement/Contract For Fire Protection Services June 21, 1999 Page 2 maintenance levels and their duration are determined in consultation with the LRA and are adjusted over time as circumstances warrant. The Navy would maintain facilities on a case by case basis until an individual facility is leased or deed transferred. The Navy would be required to normally sustain an initial agreed upon level of maintenance at the installation for at least one year after operational closure or for a longer period subject to approval of the Secretary of the Navy. The military may fulfill its obligations to maintain the closing base by executing a Cooperative Agreement with an LRA. The LRA would provide protection, maintenance and service caretaking on a cost reimbursement basis. The City of Tustin recognized very early that it would be in the public interest and foster redevelopment if we participated in the protection and maintenance of MCAS Tus. tin facilities during an interim caretaker period. Therefore, the LRA transmitted a request to enter into a Cooperative Agreement with the Navy on April 22, 1997. Despite numerous inquiries, the determination authorizing the Navy to enter into negotiations for a Cooperative Agreement with the LRA was not proVided to the City of Tustin until March,3, 1999. Given the lateness in receiving the Navy's authority to negotiate a Cooperative Agreement, the City only recently received a draft scope of work from the Navy for a comprehensive Cooperative Agreement to maintain and operate all real property, facilities and infrastructure at MCAS Tustin. The draft scope of services for fire protection and security services was not provided by the Navy until May 12, 1999. Despite all best efforts it has been determined that reaching agreement on all terms and conditions of a comprehensive Cooperative Agreement for all caretaker services at MCAS Tustin is not possible by July 2, 1999. However, both the Navy and City agree that there is a more immediate need to provide for continued and uninterrupted provisions of fire' protection and emergency medical services to MCAS Tustin. Therefore, Tustin has completed an Interim Cooperative Agreement for the provisions of fire services to MCAS Tustin until a more comprehensive Cooperative Agreement can be agreed upon and executed by the Navy and City. The terms and conditions of the Interim Base Caretaker and Cooperative Agreement can be summarized as follows: · The Agreement covers a twelve (12) month interim period from July 3, 1999 through July 3, 2000 and can be extended on an annual basis subject to approval by the Assistant Secretary of the Navy, or terminated with a sixty (60) day notice. · One-time actual start-up costs of $12,080 will be paid by Navy in advance and estimated annual operating costs of $322,425 will be paid quarterly in advance. · A fully equipped fire prevention vehicle will be made available by the Navy at no cost. · The Navy will provide an office for the fire prevention, support staff at MCAS Tustin, fully furnished at no cost. Fire protection and emergency services to MCAS Tustin will be provided by the Orange County Fire Authority. OCFA intends to service the facility from Station 37 in Tustin and Station 6 located in Irvine. Each facility has available a fully staffed paramedic assessment unit. The OCFA would also intend having a fire support specialist to provide specialized fire prevention technical support to the transition from military to civilian use at MCAS Tustin. An Ancillary Agreement with the OCFA is attached to implement the Cooperative Agreement. City Council Report MCAS Tustin Cooperative Agreement/Contract For Fire Protection Services June 21, 1999 Page 3 Final approval from the Navy of the Cooperative Agreement, and OCFA Board approval of any agreement with the City has not yet been attained. To ensure that a contract is executed prior to July 2, 1999, staff requests that the City Council permit the staff the authority to complete any needed minor corrections to the Agreements subject to approval of all documents by the City Attorney. Staff would anticipate bringing an amendment to the Interim Cooperative Agreement to the City Council in July for provision of security services to be followed by a more comprehensive Cooperative Agreement for other services as soon as possible. Staff anticipates soliciting private contractor proposals for remaining needed caretaker services. ~Assistant City Mana_oer Attachments: 1. Draft Cooperative Agreement 2. Draft OCFA Contract ATTACHMENT A BASE CARETAKER COOPERATIVE AGREEMENT INTERIM COOPERATIVE AGREEMENT BETWEEN UNITED STATES MARINE CORPS/NAVY AND CITY OF TUSTIN, THE DESIGNATED LOCAL REDEVELOPMENT AUTHORITY FOR MARINE CORPS AIR STATION TUSTIN REDEVELOPMENT AUTHORITY AGREEMENT NO:. DATE: SOUTWES TNA VYFA CENGCOM · SAN DIEGO, CALIFORNIA INTERIM BASE CARETAKER COOPERATIVE AGREEMENT BETWEEN UNITED STATES MARINE CORPS/NAVY AND THE CITY OF TUSTIN, THE DESIGNATED LOCAL REDEVELOPMENT AUTHORITY FOR MARINE CORPS AIR STATION TUSTIN THIS INTERIM BASE CARETAKER COOPERATIVE AGREEMENT (hereinafter referred to as the Agreement) is made and entered into this Day of ,, 1999, by and between the United States Of America, as represented by the Southwest Division, Naval Facilities Engineering Command (hereinafter referred to as the Navy) and the City of Tustin, the designated Local Redevelopment Agency for Marine Corps Air Station Tustin, a municipal corporation duly organized under the laws of the State of Califomia (hereinafter referred to as the Caretaker) RECITALS A. The Federal Government, for and on behalf of the citizens of the United States of America, acts as the steward of certain real property on which it maintains and operates military facilities and military bases necessary for the defense of the United States of America. The Federal Govemment has determined that the continued maintenance and operation of certain military bases throughout the Nation are no longer necessary to achieve the national defense objectives of the United States. Therefore, the Federal Govemment has directed and authorized the United States Department of Defense to deactivate and close a select number of military bases and to coordinate and administer the systematic disposition of both real and personal base property for civilian reuse purposes. B. The Federal Government has further determined that the Marine Corps Air Station, Tustin, California (hereinafter referred to as MCAS Tustin) is one of the aforementioned military bases which is to be deactivated, closed, and ultimately converted to civilian reuse. The MCAS Tustin is scheduled to be closed on July 3, 1999. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE'- 1 C. The Federal Government has determined that it is in the public interest, and v'ill be of benefit for the Caretaker to participate in the operation, maintenance an protection of the MCAS Tustin facilities pending the final disposition of the base. Early experience with operation and maintenance of the base is of value to the local community as such local participation serves to ease the transitional process associated with converting the base from military use to civilian reuse. This arrangement will allow the caretaker to participate in determining the nature and extent of services required to successfully operate, maintain and protect MCAS Tustin facilities. D. The terms and conditions necessary for the adequate operation, maintenance, and protection of the MCAS Tustin following closure and pending final disposition are to be governed by a comprehensive Base Caretaker Cooperative Agreement between the Navy and the Caretaker. E. However, the terms and conditions of a comprehensive Base Caretaker Cooperative Agreement between the Navy and the Caretaker have not been entirely agreed upon, and timely execution of a comprehensive Base Caretaker Cooperative Agreement by the July 3, 1999, base closure date is not possible. Consequently, regardless of military withdrawal from the base on the July 3, 1999, base closure date and the lack of an executed, operational Base Caretaker Cooperative Agreement, the Navy bears the sole legal obligation for the continued and uninterrupted provision of certain services to MCAS Tustin before, on, and after the July 3, 1999, base closure date (in the absence of a fully executed Base Caretaker Cooperative Agreement otherwise providing for certain services such as fire protection and emergency medical services) F. Therefore, the Navy and the Caretaker desire to enter into this Agreement for the purpose of establishing the continued and uninterrupted provisions of certain services to the geographical area comprising the MCAS Tustin during the interim period following base closure and military withdrawal, until a comprehensive Base Caretaker Cooperative Agreement providing for the provision of such services can be agreed upon and executed by the Navy and the Caretaker. G. The Navy has determined that the financial resources available to the Caretaker for economic adjustment are inadequate pursuant to the section 2905 (A) (I) (B) (I) of public law 101-510. H. This Interim Agreement is a Cooperative Agreement within the meaning of 31 U.S.C. Section 6305. I. The Navy and the Caretaker are entering into this Agreement for the purpose of establishing the terms and conditions necessary for the adequate operation protection and maintenance of certain facilities and services on the base pending final disposition. J. Subject to the availability of appropriations, it is the intent of the parties hereto that caretaker services under the terms, of this Agreement shall be for not less than one (1) MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 2 year plus at least additional year if the Secretary of the Navy determines that the Local Redevelopment Agency is actually implementing a plan for redevelopment. NOW, THEREFORE,, in consideration of the foregoing recitals and the mutual promises, covenants, and conditions contained herein the parties agree as follows: MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 3 ARTICLE I SCOPE AND PURPOSE Section 101. Performance Specifications Specifications applicable to the Caretaker's performance of this Agreement are listed in Appendix 1 "Requirements Statement" Section 102. Performance Method The method of performing caretaker work statements under this Agreement are set forth in Appendix 2, Technical Execution Plan" ARTICLE II DEFINITIONS .Section 201. Interim Base Caretaker Cooperative Agreement The Interim Base Caretaker Cooperative Agreement means this Agreement. The execution of this Agreement does not reflect that any decision has been made by the Navy regarding the means of disposal of the base or that the Caretaker will eventually be the recipient of any or all of the base real or personal property. This Agreement will not be construed to confer upon the Caretaker any right, title or benefit regarding final disposition of Navy real or personal property. Section 202. Southwest Division (SOUTWESTDIV) SOUTHWESTDIV is responsible to the Naval Facilities Engineering Command, and to the Office of the Secretary of the Navy, for providing supporting caretaker services of MCAS Tustin real and personal property. Section 203. Caretaker Caretaker means a Municipal Corporation organized under the laws of the State of California, and processing the lawfully empowered authority to enter' into this Cooperative Agreement. Section 204. ' Caretaker Services Caretaker services consist of activities identified in this Interim Agreement necessary to protect, secure, and maintain inactivated facilities. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 4 Section 205. Caretaker Site Office (CSO) CSO is a detachment of SOUTHWESTDIV established on MCAS E1 Toro to manage property AT MCAS Tustin until final disposition. The OIC of the CSO has authority to administer this Agreement. ARTICLE III OBLIGATIONS OF THE PARTIES Section 301. Obligations of Caretaker The Caretaker will supervise and manage all activities or projects which are its responsibilities under this Agreement according to the terms, conditions and specifications .of this Agreement. Section 302. Obligations of the Navy A. The Navy will pay the Caretaker the agreed cost to perform caretaker operations as described in Appendix 1. Where the Navy is not satisfied with the Caretaker's operations, the Navy shall provide the Caretaker with a written statement describing in detail the deficient performance. The Caretaker shall be given a reasonable time period after receipt of the written statement to cure the deficient performance. This period will normally be no less than thirty (30) days, however, the Navy reserves the right to impose a shorter cure period where it determines a shorter period is necessary due to health or safety risk. In the event that the Caretaker disagrees that a deficiency exists, and the Navy and the Caretaker are unable to agree among themselves as to the method by which to resolve their differences, the dispute shall be resolved in accordance with Article X, Section 1005 of this Agreement. In addition, nothing in this Section 302 will be construed to conflict with or alter any right or remedy by either party as contained in Article X of this Agreement. B. Whenever the terms of this Agreement provide for approval by the Navy, the Navy will endeavor to act on all approval requests within thirty days of receipt, or shorter timeframes if so requested by the Caretaker. The Navy's approval will not be unnecessarily withheld. If approval is not granted within said time period, the Navy shall provide a written statement to the Caretaker with a projected date of final action. ARTICLE IV FUNDING LIMITATION AND BUDGETING Section 401. Funding Limitation The maximum funding obligation of the Navy for one time cost will be $12,083 and the maximum funding obligation of the Navy for the annual caretaker services will be $322,425. The amount for each succeeding fiscal year will be adjusted by mutual agreement of the parties in an amendment modification to this Agreement. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 5 Section 402. Budgets A. The Caretaker will submit to the Navy for approval each year a fiscal year budget for each activity listed in Appendix 1. Upon mutual agreement of the parties in an amendment approval, the Budget will be incorporated into an Amendment TO Appendix 3 of this Agreement, "Budgetary Estimate". Each Budget request will list by line item, the activities to be funded under this Agreement, and the amount of that line item for which the Caretaker expects reimbursement from the Navy. B. The total amount of the budget, as approved by the Navy, will be the maximum amount for which 'the Navy is obligated to reimburse the Caretaker for the costs of performance of this Agreement. C. Budgetary changes to this Agreement will be made in accordance with Section 702 of this Agreement. ARTICLE V COSTS Section 501. Allowability of Costs Except as otherwise stated in this Agreement, the Caretaker shall be paid the total lump sum actual costs for the performance of services pursuant to the terms of this Agreement as identified in Appendix 3. Section 502. Advance Aereements on the Allowability of Cost. No cost incurred bY the Caretaker which is contrary .to any restriction, limitation, or instruction contained in the Budget in Appendix 3 of this Agreement, or which otherwise has not been specifically approved in writing in advance by the Navy, will be allowable. ARTICLE VI PAYMENT Section 601. General. The Navy will pay the Caretaker according to the payment provisions contained in Appendix 2, "Technical Execution Plan" Section 602. Direct Navv Payment of Caretaker Obligations. In no event will the Navy make direct payment to a Caretaker contractor, Caretaker employees, contractor employee or Caretaker vendor for any costs incurred by the Caretaker under this Agreement. The Caretaker's contractual obligations are its own exclusively and are not shared in or guaranteed in any matter by the Navy. Neither does MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 6 this Navy have any obligations hereunder to assume the Caretaker's contractual obligations in the event that the Caretaker might fail to refuse to carry out those obligations, and the Caretaker hereby agrees to defend hold the Navy harmless from such claims. ARTICLE VII GENERAL PROVISIONS Section 701. Term of Aereement Unless sooner terminated in accordance with its terms, This Agreement will continue for a period of one (1) year. Section 702. Amendment This Agreement may be amended only by the instrument in writing, signed by the parties hereto except as otherwise specifically provided for in this Agreement. Section 703. Successors and Assigns. This Agreement or any part thereof may not be assigned by a partY without the express written consent of the other party. If consent is granted, all obligations and covenants made under this Agreement will bind and inure to the benefit of any successors and assigns of the respective parties, whether or not expressly assumed by such successors or assigns. Section 704. Entire Agreement. This Agreement constitutes the entire agreement between the parties. All prior discussions and understandings on this matter are superseded by this Agreement. Section 705. Serverabilitv. If any provision of this Agreement is held invalid, the remainder of the Agreement will continue in force and effect to the extent not inconsistent with such holding. Section 706. Waiver of Breach. If a party waives enforcement, or fails to act promptly to enforce any provisions of this Agreement upon any event of breech by the other party, such waiver will not automatically extend to any continuation of the breach or to any other or future events of breach. Section 707. Notices MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 7 All notices, transmissions, correspondence, reports, official communications and statements authorized under or required under this Agreement will be in writing.and will be delivered by hand, facsimile transmission, or by U.S. First Class postage prepaid mail to the other party at the address or facsimile transmission telephone number set forth below, or at such other address as may be later designated: NAVY: Caretaker Site Office - CSO Marine Corps Air Station, E1 Toro P.O. Box 444 East Irvine, Califomia 92650 - fax NAVY Department of the Navy Southwest Division Naval Facilities Engineering Command San Diego, California (619)-531-4160 fax CRA/City of Tustin Christine Shingleton Assistant City Manager City of Tustin MCAS Tustin Team Manager 300 Centennial Way Tustin, California 92780 (714)- 838-1602 fax OCFA Fire Chief Orange County Fire Authority 180 South Water Street Post Office Box 86 Orange, California 92866-0086 (714)-538-8359 fax Section 708. Conflict of Interest The Caretaker shall require that any employee, authorized to award or administer contracts under this Agreement by subject to the City's Conflict of Interest Code. In addition, no employee, officer or agent of the Caretaker shall participate in the selection or in the award or administration of a contract supported by federal funds under this agreement when: (1) The employee, officer or agent, (2) Any member of his/her immediate family, (3) His or her partner, or MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 8 '(4) An organization which employs, or is about to employ any of the above, has a financial or other legal interest in the firm selected for award. Section 709. Access to and Retention of Record The Caretaker will afford any authorized representative of the Navy, the Department of Defense, the Comptroller General, or other officially concerned Federal Government agency access to and the right to examine all records, books, papers, and documents, including records in automated forms ("Records") that are within the Caretaker's custody or control and that relate to its performance under this Agreement. The Caretaker will retain all such records intact in such form, if not original documents, as my be approved by the Navy for at least three (3) years following termination of this Agreement. Access to the Caretaker's records will be during normal business hours, and the Navy will give the Caretaker's seventy-two (72) hours prior notice of its intention to examine the Caretaker's records. Section 710. Change of Circumstances. Each party will promptly notify the other party of any legal impediment, change of circumstances, pending litigation, or any other event or condition that may adversely affect such party's ability to carry out any of its obligations under this Agreement. Section 711. Liability and Indemnity. The Navy will not be responsible for, and the Caretaker will assume, all liability to persons which may be attributable or incident to the Caretaker's negligence or breach of Agreement, or by the negligence or breach of the Agreement by any of the Caretaker's agents, employees, contractors, or assigns. The Caretaker further agrees to indemnify, save, hold harmless, and defend the Government, its officers, agents and employees, from and against all suits, claims, demands or actions, liabilities, judgements, costs and attorneys' fees arising out of, or in any manner predicted upon personal injury or death resulting from, related to, caused by or incident to the Caretaker'. negligence in the carrying out of the terms of this Agreement, or breach thereof by the Caretaker, its agents, employees, contractors or assigns, incident to this Agreement. Section 712. Liability and Insurance A. The Caretaker will carry and maintain comprehensive general liability insurance, including but not limited to insurance against assumed contractual liability under this Agreement, to afford protection with a limit of liability not less than five hundred thousand dollars in the event of bodily injury and death to any number of persons in any one accident. Navy agrees that Caretaker may self-insure the coverage required by this paragraph. The minimum amount of liability coverage is subject to revision by mutual agreement of the parties upon amendment of this Agreement. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 9 B. If any to the extent required by law, the Caretaker will carry and maintain wor 'kmen's compensation or similar insurance in form and amounts required by law. C. During the entire period the Agreement is in effect, Caretaker shall require its contractors or subcontractors performing wok under this Agreement to carry and maintain the insurance required below. The Navy agrees that a public agency, such as the OCFA may self-insure the coverages required by this paragraph. 1. Comprehensive general liability insurance, in the amount described in 2. Workers' compensation or similar insurance in form and amounts required by law D. Policy Provisions: All insurance which this Agreement requires the Caretakers or its contractors to carry or maintain or cause to be carried or maintained pursuant to this Section 713 will be in such form, for such amounts, for such periods of time and with such insurers as the Navy may require or approve. The Navy's approval shall not be unreasonably withheld. All policies and certificates issued by the respective insurers for public liability insurance will name the LRA/City of Tustin and the NaD' as an additional insured to the extent provided by law, provided that any losses will be payable notwithstanding tiny act or failure to act or negligence of the Caretaker; provide that no cancellation, reduction amount or material change in coverage thereof will be effective until at least thirty (30) days after receipt by the Navy of written notice thereof; provide that the insurer will have no right of subrogation against the Navy, its officers, agents, or employees; and be reasonably satisfactory tot he Navy in all other respects. In no circumstances will Caretaker be entitled to assign to any third party rights of action which the Caretaker may have against the Navy. E. Delivery of Policies: The Caretaker will provide to the Navy a certificate of insurance evidencing the insurance required by the Caretaker and/or its contractors and will also deliver, no later than thirty (30) days prior to the expiration of any such policy, a certificate of insurance evidencing each renewal policy covering the same risks. Section 713. Reports 9 The Navy may, in addition to any financial or other reports required by the terms of this Agreement, reasonably require the Caretaker to prepare reports or provide 'information relating to Caretakers performance of this Agreement. The Caretaker agrees to provide such reports within a reasonable time of request and in such detail as reasonably may be required. Repons as applicable requested including but not limited to financial repons, will be prepared and retained by the Caretaker in accordance with 32 CFR Part 33. MCAS TUSTIN COOPERATIVE AGREEMENT 'rEms AND CONDITIONS PAGE- 10 ARTICLE VIII APPLICABLE LAWS AND REGULATIONS Section 801. Applicable Law This Agreement is incident to the implementation of a Federal program. Accordingly, as it my affect the rights, remedies, and obligations of the United States, this Agreement will be governed by and construed in accordance with Federal Law. Section 802. Governing Regulations This Agreement shall be enforced and interpreted in accordance with the Federal laws and regulations, directive, circulars, or other guidance cited in this Agreement. This Agreement will be administered according to 32 CFR Part 33, Uniform Administrative Requirements for Grants and Cooperative Agreements, OMB Circular A-102, Grants and Cooperative Agreements with State Governments, OMB Circular 87, Cost Principles for State and Local Governments and DoD 3210.6-R, DoD Grant and Agreement Regulations. In the event of a conflict between the provisions, of this Agreement and the regulations, the regulations will govern. Section 803. Nondiscrimination. The Caretaker agrees that no person, on the grounds of race, religion, color, national origin, sex or handicap, will be denied benefits of, or otherwise be subjected to, discrimination in connection with the Caretaker's performance under this Agreement. Accordingly, the Caretaker covenants and agrees to comply with the following to the extent applicable: 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d, et seq.), and DoD regulations (32 CFR Part 300) issued thereunder; 2. Executive Order 11246 and Department of Labor regulations issued thereunder (41 CFR Part 60); 3. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794) and DoD regulations issued thereunder (32 CFR Part 56); and 4. The Age Discrimination Act of 1975 (42 U.S.C. §§ 6101, et seq.) and implementing regulations issued thereunder as incorporated in 45 CFR Part 90. Section 804. Lobbying. A. The Caretaker agrees that it will not knowingly expend any funds appropriated by Congress to pay any person for influencing or attempting to influence an officer or employee of any agency, or a member of Congress in connection with any of MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 11 the following covered Federal actions: the awarding of any Federal contract; the making of any Federal grant; the entering into of any cooperative agreement; the making of any Federal loan; and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, cooperative agreement or loan. B. The Interim Final Rule, New Restrictions on Lobbying, issued by the Office of Management and Budget (OMB) and the DoD (32 CFR Part 28) to implement the provisions of 31 U.S.C. § 1352, is hereby incorporated herein by reference, and the Caretaker agrees to comply with all the provisions thereof, including any amendments to the Interim final Rule which may hereafter be issued. Section 805. Drug-Free Work Place A. The Caretaker agrees that it will comply with the provisions of the Drug-Free Work Place Act of 1988 (41 U.S.C §§ 701, et seq.) and maintain a drug-free workplace. B. The Final Rule, Government-Wide Requirements for Drug-Free Workplace (Grants), issued by the OMB and the DoD (32 CFR part 25, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988, is hereby incorporated by reference, and the Caretaker covenants and agrees to comply with all the provisions thereof, including amendments to the Final Rule which may hereafter be issued. Section 806. Environmental Protection A. The Caretaker agrees that its performance under this Agreement will comply with all applicable Federal, State or local environmental laws and regulations, including but not limited to: the requirements of the Clean Air Act (42 U.S.C §§ 7401-7671q.) and Section 308 of the Federal Water Pollution Control Act (33 U.S.C § 1318), which relate generally to inspection, monitoring, entry reports, and information, and with all regulations and guidelines issued thereunder; the Resource Conservation and Recovery Act ("RCRA," 42 U.S.C §§ 6901, et seq.); the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA," 42 U.S.C §§ 6901, et seq.); and the National Environmental Policy Act ("NEPA," U.S2C §§ 4321, et seq.). B. The Caretaker will ensure that no facility used in its performance under this Agreement is listed on the Environmental Protection Agency ("EPA") list of violating facilities pursuant to 40 CFR Part 15. The Caretaker will notify the Navy of the receipt of any communication from EPA indicating that a facility to be or being used in its performance under this Agreement is under consideration for listing on the EPA list of violating facilities. C. The Caretaker will indemnify and hold harmless the Government from any costs, expenses, liabilities, fines, or penalties resulting from discharges , emissions, spills, storage, disposal, or any other action by the Caretaker giving rise to Government liability, civil or criminal, or responsibility under Federal, State or local environmental laws incident to this Agreement. Conditions or activities giving rise to the aforesaid liabilities which occurred prior to the onset of this Agreement, and are not a result of, or related to MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 12 any action by the Caretaker, are not subject to this indemnification. This provision will survive the expiration or termination of this Agreement and the Caretaker's obligation hereunder will apply whenever the Navy incurs costs or liabilities for the Caretaker's actions of the type described in this subsection C. D. The Navy's rights under, this Agreement specifically include the right for Government officials to inspect MCAS Tustin for compliance with environmental, safety, and occupational health laws and regulations, whether or not the Na~3z is responsible for enforcing them. Such inspections are without prejudice to the right of duly constituted enforcement officials to make such inspections. E. The Caretaker understands and agrees that there may be ongoing Installation Restoration Program (IRP) projects or other Navy activities in support of environmental cleanup or disposal operations at CNC. The Caretaker agrees to cooperate to the extent necessary in support of these operations, and will not interfere with or hinder any such operations by the Navy. Section807. Contracting with Small and Minority Firms. Women's Business Enterprise and Labor Surplus Area Firms A. The Caretaker will take necessary affirmative steps to ensure that minority firms, women's business enterprises, and labor surplus area firms are used for execution of caretaker operations under this Agreement, when possible: B. Affirmative steps shall include: 1. Placing qualified small and minority business and women's business enterprises on solicitation lists; 2.- Assuring that small and minority businesses and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small minority businesses and women's business enterprises; 4. Establishing delivery schedules, where the requirements permit, which encourage participation by small and minority participation by small minority businesses and women's business enterprises; 5. Using the services and assistance of the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and 6. Requiring the prime contractor, if subcontractors are to let, to be such a small and minority business or women's business enterprise itself and to take the affirmative steps listed in subsections (B) (1) through (5) of this section. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS P^OE- 13 ARTICLE IX PROCUREMENT Section 907. Caretaker Contracts. The Caretaker's acquisition of goods and services in the performance of this Agreement will be in accordance with the instructions and procedures contained in 32 CFR § 33.36 (b) - (i). the Caretaker must not contract with any party which is debarred or suspended or is otherwise excluded from, or ineligible for, participation in Federal assistance programs under Executive order 12549, "Debarment and Suspension" and DoD regulations (32 CFR Part 25) issued thereunder. ARTICLE X TERMINATION, ENFORCEMENT, CLAIM AND DISPUTE RESOLUTION Section 1001. Enforcement After exhausting it's obligations under Section 302 and Section 1005 of this Agreement, the Navy may take such actions to enforce the terms of this Agreement as may be provided under the terms of, 32 CFR, {}33.43, summai'ized hereafter. If the Caretaker materially fails to comply with any terms of this Agreement, the Navy may take one or more of the following actions, as appropriate, in the circumstances: 1. Temporarily withhold cash payments pending correction of the deficiency by the Caretaker, or more severe enforcement action by the Navy; 2. Disallow (that is, deny both use of funds and matching credit for ) all or part by the cost of the activity or action not in compliance; 3. Unilaterally suspend or terminate this Agreement partly or in it's entirety; 4. Withhold further payments under this Agreement; 5. Receive immediate reimbursement and recoupment from the Caretaker of all funds which were used in contravention of this Agreement. 6. Take any and all other remedies that may be legally available. Section 1002. Effects of Suspension and Termination Costs of the Caretaker resulting from obligation incurred by the Caretaker during a suspension, or after termination of payments, are not allowable unless the Navy expressly · MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 14 authorized them in the' notice of suspension or termination, or 'subsequently. Other Caretaker costs incurred during suspension or after termination which are necessary and not reasonably avoidable are allowable if: 1. The costs results from obligations which were properly incurred by the Caretaker before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancelable; and, 2. The cost would be allowable if the Agreement were not suspended or expired normally at the end of the funding period in which the termination takes effect. The enforcement remedies identified in this section do not preclude the Caretaker from being subject to "Debarment and Suspension" under E.O. 12549 (see CFR § 33.35). Section 1003. Termination for Convenience. Except as provided in 32 CFR § 33.43 and Section 1001 of this Agreement, this Agreement may be terminated in whole or in part only as follows: 1. By the Navy with the consent of the Caretaker, in which case the two parties will agree upon the termination condition, including the effective date and in the case of partial termination, the portion to be terminated; or 2. By the Caretaker upon written notification to the Navy, setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. However, if, in case of partial termination, the Navy determines that the remaining portion of the Agreement will not accomplish the purpose of which the Agreement was made, the Navy may terminate the Agreement in it's entirety under 32 CFR § 33.43 or Section 1002 of this Agreement. Section 1004. Effect of Protest Actions. This agreement is entered into good faith by all parties therein. Should any clause or portion hereof be determined by a court or administrative body of competent jurisdiction to be invalid, that determination will jot cause the entire Agreement to be rendered invalid. If a court or administrative body of competent jurisdiction will render the entire Agreement invalid, the Agreement will be considered null and void ab initio (from the beginning), and the Caretaker will promptly cease performing functions under this Agreement. There will be no claim for damages or reimbursement by the Caretaker against the Government as a result of this Agreement being rendered invalid, except for those valid expenses incurred by the Caretaker up to the date of the adverse ruling. Section 1005. Claim and Dispute Resolution A. Any claim made by the Caretaker arising out of this Agreement will be presented in writing to the Navy. Such claim will include: the amount of monetary relief claimed or the nature of other relief requested; the basis for such relief; and documents or other evidence pertinent to the clue. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 15 B. Upon receipt of a claim, the Navy will provide a written decision denying or sustaining the claim, in whole or part, which decision will include the reason for such action, within ninety (90) days of the date of the receipt of a claim which complies with the requirements of Paragraph A of this section. Such determination will be final unless appealed by the Caretaker pursuant to the provisions of this Section 1005. C. Within sixty (60) days of receipt of the decision of the Navy, the caretaker may appeal the decision of the Navy to the Deputy Assistant Secretary to the Navy (Conversion and Redevelopment). Such appeal will be in writing and will contain all documents ad arguments necessary for a decision on the appeal. All appeals will be decided on the written record unless the Deputy Assistant Secretary, in his or her sole discretion, determines to conduct a heating on the appeal. Any such hearing will be conducted in such manner and under such procedures as the Deputy Assistant Secretary may proscribe. D. Nothing in this Section 1005 will limit any other remedy under law available to the Caretaker or the Navy. E. In the altemative, before proceeding under Section 1005 (A-D) above, either party may choose to submit the dispute to arbitration pursuant to the Administrative Disputes Resolution Act, 5 U.S.C. Section 581 et seq., or as amended ("the Act"), by giving written notice to the other party. ARTICLE XI LEGAL AUTHORITY Section 1101. Legal Authority The parties hereby represent and warrant that .they are under no existing or reasonably foreseeable legal disabilities that would prevent or hinder them from fulfilling the terms and conditions of this Agreement except as identified in Appendix 2, "The Technical Execution Plan". The Caretaker will promptly notify the Navy of any legal impediment that arises during the term of this Agreements that may prevent or hinder the Caretaker's fulfillment of its obligation under this Agreement. IN WITNESS WHEREOF, The parties to this Agreement by their authorized representatives, hereby cause this Agreement to be executed MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS P^aE- 16 Dated: United States of America as Represented by the Southwest Division Naval Facilities Command By: Name/Title/Rank Dated: By: Name/Title/Rank Caretaker/City of Tustin Dated: By: Tracy Willis Worley Mayor Dated: By: Christine Shingleton Assistant City Manager MCAS Tustin Team Manager ATTEST Dated: By: City Clerk Pamela Stoker Dated: Approved as to form: Dated: By: Lois Jeffrey City Attorney MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAaE- 17 APPENDIX 1 MARINE CORPS AIR STATION TUSTIN COOPERATIVE AGREEMENT CARETAKER SERVICES 1999 REQUIREMENTS STATEMENT APPENDIX 1 SECTION 1 REQUIREMENTS STATEMENT 1.1 SCOPE This Requirements Statement describes the tasks required to provide Protective Caretaker services at the Marine Corps Air Station Tustin (herein after referred to as the MCAST). MCAST is described and depicted on General Development Dwg. No. 2120.DGN. This property includeS approximately 1,594 acres, an airfield with runways, parking aprons, shops, hangers and maintenance areas; 1537 family housing units, 400 bachelor units; administrative offices, clinics and small stores; and two historic blimp hangers. The Caretaker will be responsible as specified in this requirement statement for the provision of: Fire Protection Services a. General. The Tustin Marine Corps Air Station Redevelopment Authority, (herein after referred to as the Caretaker) will provide all personnel, transportation, consumables, equipment, tools, materials, supervision, management, and other services, necessary to manager and perform fire protection operations, at MCAS Tustin. b. Functional Agreement The Caretaker, in response to this Agreement and requirements statement, will complete the "Technical Execution Plan", Appendix 2. This plan will form the basis of a mutual understanding of the required scope of Caretaker services to be provided. The estimated cost of services in the Technical Execution Plan is detailed in Appendix 3 Budgetary Estimates. The Technical Execution Plan 'and Budgetary Estimate are incorporated into by reference and are a part of this Agreement. 1.2 REFERENCES AND TECHNICAL DOCUMENTS. The Caretaker will comply with all referenced requirements and publications, as they apply to the services covered by this Agreement. Wherever numbered references are used, it will be interpreted that the most current version applies. Where discrepancies exist between this Agreement and the referenced documents, this Agreements will take precedence. 1.3 GOVERNMENT FURNISHED PROPERTY AND SERVICES. a. Government Furnished Facilities. Facilities in building 516, or an alternate location at MCAS Tustin will be available for the Caretaker's use. The Caretaker shall provide the CSO a proposed list of facilities required in providing the services. The Caretaker will assume responsibility and accountability of such facilities provided for its use and will maintain so they are clean, safe and free of hazards. b. Government Fumished Equipment and Property. To the maximum extent possible, the Caretaker will identify equipment required to provide services under this agreement from existing and available excess Government'property. The Caretaker will account for and manage all Government fm'nished property in accordance with Federal agency MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 1 PAGE- I rules and procedures. Title to property will remain vested in the Government until transfer via Economic Development Conveyance or other appropriate transfer vehicle. A list of property is available from the CSO. A list of equipment, property and facilities requested by the Caretaker is included in the Technical Execution Plan. c. Availability of Utilities. The Government will fumish the following utility services at outlets for use as may be required for the work to be performed under the Agreement: electricity, water, natural gas, and sewage. The Caretaker will provide and maintain the necessary service lines from Government outlets to the site of work. Utilities specified above will be furnished at no cost to the Caretaker. The Caretaker will instruct its employees and subcontractors in utilities conservation practices and operate in ways which preclude the waste of utilities. The Caretaker will install commercial telephone service on base, and all service on base, and all service and toll charges for this services will be paid by the Caretaker or its contractors. 1.4. PERSONNEL a. Caretaker Manager. The Caretaker will provide a Manager who will be responsible for the performance of the requirements of this agreement. The name of this person, and an alternate who will act for the caretaker when the manager is absent, will be designated in writing to the Caretaker Site Office (CSO) officer in Charge (OIC). (1) The Caretaker Manager and alternate will have full authority to act for the Caretaker on all matters relating to daily operation of this agreement. The Caretaker Manager will be skilled in the functional areas of agreement, with a record or demonstrated successful experience, formal education, special training, certifications, etc. (2) The Caretaker Manager, or alternate, wili be available during normal duty hours within four hours to meet on the Base with CSO personnel to discuss problem areas. After normal duty hours, the Caretaker Manager, or alternate, will be available within two (2) hours of the start of the next workday. (3) The Caretaker Manager, or alternate, will be available by recall for after hour emergencies. b. Employees. The Caretaker will furniSh qualified personnel to accomplish all work required. The Caretaker will comply with all certification and licensing requirements. (1) Personnel Identification. All field employees, including those working under a subcontract will have some identification (hat, shirt, emblem, etc.) that will allow a knowledgeable observer to recognize that personnel will wear uniforms. (2) Employee Training. Employees will be properly trained for the work being perfo.rmed. All employees involved in operations requiring certification an/or licenses MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 1 PAGE - 2 will possess current and valid certificates from the appropriate state, or other authority, as may be required by law or regulation. 105. MANAGEMENT. The Caretaker will manage the work effort associated with the services required herein to ensure fully adequate and timely completion of these services. Included in this function will be a full range of management duties including, but not limited to planning, scheduling, cost accounting, report preparation, establishing and maintaining records and inventories, and quality control. The Caretaker will provide an adequate staff with the necessary management expertise to assure the proper performance of work. a. Work Control. The Caretaker will implement all necessary procedures to ensure timely accomplishment of work requirements, as well as to permit tracking of work in progress. Verbal/Written scheduling and status reports will be provided when requested by the CSO. b. Quality Control (QC). The Caretaker will provide quality control to ensure all requirements of the Agreement are accomplished in a timely manner and in accordance with specified quality standards. The Caretaker's quality control program will ensure that records are complete and reliable. 1.7 QUALITY ASSURANCE (QA). The CSO will evaluate the Caretaker's performance under this Agreement using surveillance of work performed and review of Caretaker's Quality Control records. All surveillance observations will be recorded by the CSO. When an observation indicates defective performance, the CSO will inform the Caretaker's representative in writing of the observation and the Caretaker will have an opportunity to respond in writing. a. Performance Evaluation Meetings. The Caretaker Manager will be required to meet at least quarterly with the CSO during the term of the Agreement, unless a mere frequent schedule is mutually agreed to. It is expected that the Caretaker and the CSO will work closely and cooperatively on all issues. However, if the Caretaker requests, a meeting will be held whenever an observation indicating defective performance has been issued. 1.8 PHYSICAL SECURITY. The Caretaker will be responsible for safeguarding all Government property provided for Caretaker use or care. At the close of each work period, Government facilities, equipment, and materials will be secured as appropriate. a. Key Control. The Caretaker will implement a key control system with which the Caretaker will maintain and control all keys, combinations and other devices used to control access to buildings, secured spaces or restricted areas related to this Agreement. Unless directed otherwise by the CSO, the Caretaker will prohibit the use of keys by any person other that the Caretaker's employees or subcontractors. The Caretaker will prohibit the opening of locked areas to permit entrance of persons other than the Caretaker's employees or subcontractors engaged in the performance of assigned work in those areas, or as required to promote reuse of the property. In the event another party will be granted continuing access to MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 1 PAGE - 3 facilities, the Caretaker will be advised in writing by the CSO of specific instructions pertaining to the access rights. b. Property control. There ,,,,-ill be personal property, supplies and materials left in a number of facilities after Base closure. The Caretaker is not authorized to use any of this personal property without specific v~xitten permission of the CSO, and will make every effort to assist the Government in safeguarding and protecting this property. 1.9 SAFETY. The Caretaker will ensure all employees know, receive instructions on, and comply with all appropriate safety requirements, Occupational Safety and Health Administration (OSHA) standards, and all state and local laws and regulations related to this Agreement. The Caretaker will record and report promptly to the CSO all available facts relating to each instance of damage to Government property or injury to either Caretaker, subcontractor, or Government personnel related to this agreement. Copies of accident reports will be provided to the CSO. 1.10 ENVIRONMENTAL OPERATIONS. The government will provide resources necessary to accomplish recurring environmental operations to assure the maximum protection of the Base environment, personnel, and facilities, in accordance with the requirements of existing Federal, state and local laws and regulations. The U.S. Marine Corps is the owner of all environmental permits. 1.11 ACCURACY OF GOVERNMENT FURNISHED INFORMATION. Information in this Requirements Statement, and attached Technical Exhibits to this Agreement is not guaranteed to be 100% accurate. However, it is the best available data and should be substantially correct. 1.12 DEFINITIONS. As used throughout this Requirements Statement, the following terms will have the meaning set forth below: a. ASME. American Society of Mechanical Engineers b. Budgetary_ Estimate. The Budgetary Estimate is established in Appendix 3 and is the annual operating budget approved with this Agreement. c. Caretaker Site Office (CSO). The Southwest Division, Naval Facilities Engineering Command Office established at the Marine Corps Air Station E1 Toro with a branch office at MCAS Tustin to manage the Base in a Caretaker status until disposal. The CSO will be responsible for the day to day administration of this Agreement. d. Check. Examine, inspect, test, or verify by trial. e. Control. A mechanism used to regulate or guide the operation of a machine, apparatus, or system. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 1 PAGE - 4 f. CSO Officer in Charge (OIC). The individual responsible for the operation of the Caretaker Site Office. This individual or his designated representative will be the primary Government representative with regard to this Agreement. g. Debris. Includes but not limited to paper, cans, bottles, limbs, branches, pine straw and cones, leaves, rocks and other similar items. h. Defective Service A unit of service which contains one or more defects, non conformance with specified requirements, or service that has not been performed prior to scheduled completion time. i. Facilities. Includes all buildings, structures, non Civil Engineering Support E. quipment (CESE), weight handling devices and utility systems. j. Hazardous Waste. Any substance considered a hazardous waste under Code of Federal Regulation Title 40 Section 261, Identification of Hazardous Waste, or applicable law. k. Quality Assurance Evaluator (OAE). Government personnel responsible for assuring Caretaker performance, complaint evaluation, audits, invoice validation, and documentation. 1. Regular Working Hours. The Government's regular working hours are from 7:00 a.m. to 4:30 p.m., Mondays through Friday's, except (a) Federal Holidays 1.13 TRANSITION (PHASE-IN) PERIOD. The Caretaker will begin to phase-in it's operations so as to be fully operational by July 3, 1999. Marine Corps personnel will be made available to the maximum extent possible to provide familiarization with facilities and systems to be maintained. A phase-in plan the Caretaker's Technical Execution Plan, in Appendix 2. This plan provides specific plans for recruiting and hiring of key employees and working level personnel; and implementation of subcontracted services, etc. 1.14 RECORDS, REPORTS AND SCHEDULES. The Caretaker will maintain management, operation records and prepare management, operation reports and schedules. All records, reports and schedules shall be assembled and submitted in accordance with Local, State and Government regulations and laws. SECTION 2 TECHNICAL REQUIREMENTS 2.1 FIRE PROTECTION SERVICES. The Caretaker shall perform services for facilities, equipment and miscellaneous system associated with MCAST. The goal is to prevent facility deterioration, provide for community safety and preserve the potential for long-term facility reuse. The majority of all facilities will be secured, unoccupied, and in a layaway status. With MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 1 PAGE - 5 the exception of occupied/leased facilities, all utility services and fire suppression systems will be secured. Refer to the technical exhibits for a building list. a. GENERAL Fire protection services include the. operation of a fire reporting/communications reception, fire operations, fire prevention, rescue and first responder. The Caretaker will establish a fully staffed fire protection function with 24 hour coverage. All personnel shall be trained in compliance with the Orange County Fire Authority (OCFA) requirements. Continued training will conform to OCFA standards. The Caretaker will include in the Technical Execution Plan in Appendix 2 specific information on required personnel and support equipment. b. SERVICE. A daily activity log of all fire incident responses and received alarms shall be maintained. All logged emergency information will include time received, location, nature of response, and any events that relate to the response. c. PERSONAL APPEARANCE. Fire personnel shall maintain a high standard of appearance at all times while on-duty or when representing the Caretaker. It is essential that fire personnel present themselves as professionals and with the proper demeanor while carrying out their duties. · MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 1 PAGE - 6 Navy to Insert TEI Building Inventory APPENDIX 2 INTERIM COOPERATIVE AGREEMENT MARINE CORPS AIR STATION TUSTIN TECHNICAL EXECUTION PLAN 1999 I. Back~round It is the intent of the Caretaker to perform the cooperative Caretaker function through utilization of public and private sector subcontractors. The Caretaker is governed by an elected City Council which includes five at-large Councilmembers who serve on a part-time basis. The City Council is responsible for all matters pertaining to the governance of the City. Executing the policies set by the City Council is the responsibility of the City Manager. The City Manager is hired by the City Council and is a full-time professional staff position responsible for the day-to-day administration of City business. The City'Manager and City Attorney report directly to the City Council.. The Tustin Assistant City Manager will be the prime point of contact for overall implementation of this Interim Agreement. This position has supervisory staff and line personnel to perform necessary tasks from City operating departments. An organizational chart is attached as Exhibit 2-1. The City also reserves the right to utilize a qualified facility/contract management contractor for execution. All employees of the Caretaker will be covered by the City of Tustin Personnel Policies. These policies are available for review by the Navy upon request. The policies set forth the expected measures of conduct, terms of employment, employee benefits, procedure for disciplinary action, and other personnel procedures. II. Proposed Requirements and Rationale A. Proposed Method of Accomplishment The Caretaker currently contracts for fire protection and emergency medical sen'ices with the Orange County Fire Authority (OCFA). The Caretaker would subcontract for the performance of fire protection and emergency medical services component of this agreement with OCFA. B. OCFA Overview The Orange County Fire Authority (OCFA) serves more than one million residents in 20 partner cities and the unincorporated areas of Orange County. They provide fire protection and emergency services and participate in the California Mutual Aid Master Plan for use and assignment of resources for daily operations, and in the event of major emergencies. They also provide aircraft rescue firefighting services by contract to John Wayne Airport. The Orange County Fire Authority was formed March 1, 1995 and is govemed by a 21 member Board comprised of representatives from the 19 cities it protects and the Orange County Board of Supervisors. The Orange County Fire Authority serves the following communities. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE I Buena Park Laguna Woods San Juan Capistrano County of Lake Forest Seal Beach Orange Cypress La Palma Stanton Dana Point Los Alamitos Tustin Irvine Mission Viejo Villa Park Laguna Hills Placentia Westminster Laguna Niguel San Clemente Yorba Linda OCFA is managed by an appointed fire chief, a deputy fire chief, and four assistant chiefs who oversee four departments (see Exhibit 2-2). C. Concept of Operations 1. General Scope a. The OCFA shall provide to MCAS Tustin the following services: 1) Fire suppression; 2) Emergency medical response; 3) Fire prevention and inspection services; 4) Rescue; 5) Hazardous materials response; b. 6) Fire investigation. The services provided by the OCFA to MCAS Tustin under this Interim Agreement expressly exclude the following: 1) Central monitoring of existing fire alarms; 2) Fire protection system maintenance and repair; 3) Ambulance transportation; Co 4) Weed abatement. Ambulance transportation services.to MCAS Tustin shall be provided separately pursuant to an existing contract between the City of Tustin and MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 2 do eo Doctor's Ambulance Service. Ambulance dispatch and related sen, ices shall also be performed by 0CFA to MCAS Tustin. During the performance of this Interim Agreement, issues relative to fire and life safety mandates and requirements for existing structures and facilities, including their occupancies, within MCAS Tustin may arise due to differences between federal, state, and local requirements (e.g., issues relating to fuel facilities, fire protection water, combustible gas mitigation, fire hazard impacts, hazardous materials storage and use, vacant buildings, etc.). Such mandates and requirements may require replacement, reconstruction, and/or relocation of structures or operations. Costs associated with the aforementioned additional workload may necessitate the performance of additional services which have not been provided for under this Interim Agreement. Should such additional issues arise during the performance of this Interim Agreement, the parties agree that such issues are not within the scope of the services provided under this Agreement and that the costs of such additional services shall be separately negotiable. Except as otherwise provided herein, the level of services provided to MCAS Tustin under this Interim Agreement shall be the same as the level of similar services provided by the OCFA elsewhere within its jurisdictional boundaries. Any changes to such levels and method of service shall be discussed with the Navy and determined in consultation with the Caretaker and OCFA Fire Chief, who shall supervise the services provided pursuant to this Interim Agreement, and who is designated as the interim MCAS Tustin Fire Chief and Fire Marshal. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 3 . o Administration ao For purposes of liaison, the OCFA Fire Chief is the designated subcontractor representative of the Caretaker who will be primarily responsible for the provision of services pursuant to the Interim Agreement. The Fire Chief or his designee shall meet with the Officer in Charge of the Caretaker Site Office at least quarterly or as more frequently requested by the Caretaker or Officer in Charge. bo The Caretaker and Officer in Charge of the Caretaker Site Office will be promptly notified of the following events occurring within MCAS Tustin. 1) Major fire; 2) Any fire fatality; 3) Major hazardous material response; 4) Response-related injury to any firefighter; 5) Other incidents designated by Caretaker or Officer in Charge of the Caretaker Site Office. Operations and Services Profile a. Fire Protection and Emergency Medical Services. MCAS Tustin operated two fire stations at the base. These fire stations will be closed, and there will be no military fire suppression and emergency response units remaining, at. the facility with base closure. Upon closure, there will be a need to protect property including assets left at the base. OCFA's jurisdiction is divided up into four major geographical areas known as Divisions, each under the command of a Division Chief. Each division is' divided into several battalions under the command of Battalion Chiefs. Within the battalions are the fire stations that provide regional emergency response coverage, Basic Life Support (BLS) including paramedic Advanced Life Support (ALS), specialized Hazardous Materials Response, Urban Search and Rescue (US&R), and Swift Water Rescue teams. OCFA has determined that existing adjacent Fire Station No. 6 at 3180 Barranca Parkway, Irvine, and Fire Station No. 37 at 14901 Red Hill Ave, Tustin will be able to provide the additional fire suppression and emergency medical response required during the Interim Agreement. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 4 Both fire stations operate a Paramedic Assessment Unit (PAU) comprised of a 3 person Engine Company with a Captain, an Engineer, and a Firefighter/Paramedic. Fire Station No. 6 also operates a 4 person Technical Rescue Truck Company. Each company works on a pre- arranged 24-hour shift schedule for coverage 365 days a year. Career personnel, not trained as paramedics, are State certified Emergency Medical Technicians (EMT's) with certification in automatic external defibrillation. A PAU is a first response'Basic Life Support (BLS) company that is upgraded to Advanced Life Support (ALS) capabilities by designating one position on the company to a paramedic position and adding required supplies and equipment. Enhanced patient care is accomplished an earlier advanced level of assessment, which means a plan of care can be formulated and instituted earlier. If a situation demands a full ALS response, an additional paramedic unit is dispatched which adds an extra paramedic to the call. Response standards for service have three basic' components: (1) time/distance; (2) staffing; and (3) skills/equipment. Time and distance standards consist of how long it takes to get resources to a call. Dispatch time to a station is calculated at 30 seconds. One minute is allowed to receive the information at the station, put on safety equipment, and prepare to respond (known as turnout time). Distance to a call is calculated based on the travel route and normally expressed as the response time, given in minutes. Driving time incorporates the speed limit over some distance. For instance, a 5-minute response time for basic life support equates to approximately 2.04 miles traveling at an average of 35 miles per hour. The final three and one half minutes is the actual driving time that is used to calculate the distance. Staffing standards equate to how many personnel are needed for a particular type of emergency. For example, an emergency medical service call requires a minimum of three personnel to provide basic life support (BLS). Advanced life ~support (ALS) requires four or more personnel of which two are paramedics. All emergency response personnel are Emergency Medical Technician (EMT) certified which allows them to provide basic life support. Paramedics provide Advanced Life Support. Truck companies carry equipment and personnel necessary to perform rescue, ventilation, forcible entry, and salvage work. Engine companies primarily focus on fire suppression and EMS activities. While OCFA does not staff ambulances or charge fees for responding to an emergency call, through a contract administration process, it has responsibility to ensure that reliable, high quality ambulance services are provided on an uninterrupted basis, consistent with clinical and response time standards for. Ambulance Service Areas (ASA) served by the OCFA. If a medical emergency requires a patient to be transported MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 5 to a hospital, the approved.commercial private ambulance company for the ASA transports and bills the patient. OCFA receives reimbursement for paramedic supplies cost through the ambulance service contract. A typical fire structure response requires 3 engine companies, one truck company, a paramedic unit, and one Battalion Chief to be sent to the initial assignment. When the first unit arrives on scene, their initial task is to evaluate the situation, secure the water supply, initiate necessary evacuations of the area, place hose lines, facilitate forcible entry if necessary, deploy ladders, establish tools and equipment pool, and secure utilities. After the second responding units arrive on scene, they report to the incident commander, obtain-status of the incident, and receive assignment allowing full response capabilities to occur. The Occupational Safety and Health Administration (OSHA) and California Occupational Safety and Health Administration (Cal OSHA) have stiffened requirements related to firefighter safety in the workplace. Specifically, Cal OSHA has adopted 29 CFR 1.910.138 Respiratory Standards. Within the standard are requirements that state for every two or more firefighters working in an Immediately Dangerous to Life and Health (IDLH) situation, there must be a minimum of two outside the IDLH prepared to rescue those working in an IDLH (four persons on scene). The common phrase used to refer to this requirement is "Two In, Two Out". All fire agencies in California must comply with the rule by May 22, 1999. What determines service demand are a variety of factors including densities, occupancy type, circulation, topography, access, and population. Also included are risk factors such as building types, availability of built-in fire protection, etc. OCFA's goal is for the first- in engine company to arrive on-scene within 5 minutes, 80 percent of the time. The first-in paramedic company goal is to arrive on-scene within 8 minutes, 90 percent of the time. While there are no fire suppression and emergency medical response units to be asSigned on base, it is through OCFA's larger regional system, involving depth of resources and strategic allocation of assets, that an enhanced level of service will be provided. This translates into quality and strength. It enables the use of existing resources on a broader scale, and maximizes the use of all emergency and support resources within the department, regardless of jurisdictional boundaries or physical location. These service enhancements include a move-up and cover program, truck company service, a Battalion Chief on duty 24-hours a day, a computer aided dispatch system with computers in each apparatus, emergency medical dispatch, and a large reserve fleet, all part of the regional system and included in the budget. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 6 b. Emergency Communications The existing communications systems used to deliver emergency dispatch information to fire safety personnel at MCAS Tustin is outdated and not compatible with the system utilized by OCFA. While there are computers at MCAS Tustin stations, they are not tied into the dispatch process. The existing dispatch system is fundamentally an obsolete manual system.' OCFA's system consists of a fully automated Computer Aided Dispatch System (CAD). Dispatchers enter call information, the computer selects the closest available unit based upon the last known status and location. Call information is sent via telephone line to the fire station printer and via the radio system to the Mobile Data Terminal in the fire engine. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 7 operational fire prevention office. The Navy will be responsible for the structural integrity of the facility (e.g., roofing, framing, foundation, flooring, HVAC systems) and utilities provided up to the facility. 2) One fully operational and equipped fire prevention vehicle for use by the Fire Safety Specialist (Chevy Blazer serial number 294429) will be made available by the Navy for OCFA's use at no cost. OCFA will be responsible for the care and maintenance of the vehicle. 3) Portable 800 MHz Radios The Navy shall make 'available to the OCFA all 800 MHz portable radios currently being used at MCAS Tustin. The OCFA will use aforementioned communications equipment until it is phased out, at which time a new countywide system will become operational. 4) MCAS Tustin Fire Protection and Prevention Data Ail pre-existing MCAS Tustin Fire Department records, data, computer system databases and other related information as requested by OCFA shall be transferred to the Caretaker in care of OCFA for inclusion in its database. All of the aforementioned records shall be retained for the Caretaker by OCFA and microfilmed or destroyed in accordance with state law and OCFA policy after approval by the Caretaker. Records, documentation, recorded or documented instructions and record keePing systems: Fire department recorders, documentation, instructions, reference, training materials, and their systems provided by the Navy to Caretaker/OCFA upon request will include but not be limited to: a) Fire prevention records, documentation, instructional reference and training materials; b) Fire. suppression records, documentation, instructional reference and training materials; c) Hazardous materials records, documentation, instructions, reference and training materials; d) Emergency medical services records, documentation, instructions, reference and training materials; e) Fire alarm maintenance, test, operation instructions, and reference materials; MCAS TUST1N COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 9 g) h) i) J) k) l) m) Fire Department communications equipment maintenance, test, operation instructions and reference materials; Water system maintenance, test, operation and reference materials; Applicable vehicle maintenance, test, operation, reference and training materials; Disaster preparedness records, documentation, instructional, reference and training materials; Training records and documentation; Response records and documentation; Utility back-up systems tests, records, documentation, operation instructions, reference and training materials; Building 516 records and documentation relating to construction, utilities, seismic studies, hazardous material abatement, remodeling and/or retrofitting and layout. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE ! 0 CONTRACT ATTORNEY I TUSTIN REDEVELOPMENT LRA/CITY OF TUSTIN CITY COUNCIL CITY MANA(:;ER I~'i'i!!~~ I CITY OF TUSTIN I CONTRACT CARETAKER SUBCONTRACTORS MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 EXHIBIT 2-1 OCFA ORGANIZATION CHART I Bill Dean Board of Directors J~ Chief of the li~ J Fir e Chief Authority NancySwenson ~ ! I i Chief of Commun~ Safe~ and Educabon [~ Legal Counsel I Chief of'Fechnical Services Hugh Wood I Administration and Human Resources Joan Steiner Functions Division 1 Division 2 Division 3 Division 4 Emergency Communications Emergency Planning Special Operations Emergency Medical Services Functions Advance Planning Community Relations and Education Haz-Mat Services Inspection Services Investigation Services Planning and Development Services Training and Safety Services Functions Government Liaison Property Management Services Automotive/Material Management Purchasing Information Services Functions Finance Division Administrative, Risk Management and Strategic Planning Cash Management/ Investments Human Resources Employee Benefits MCAS TUSTIN COOPEtL4.TIVE AGREEMEN APPENDIX 2 EXHIBIT 2- APPENDIX 3 INTERIM COOPERATIVE AGREEMENT MARINE CORPS AIR STATION TUSTIN BUDGETARY ESTIMATE PLAN 1999 Introduction The budgetary estimate provided reflects the minimum level of fire protection required to protect assets, resources, and persons at MCAS Tustin during an interim period upon closure. OCFA and the Caretaker are able to accomplish this level of fire protection due to the size, depth of resources, strategic station locations, use of technology, and effective operations and management. The proposed costs are not negotiable because the methodology applied is consistent with the Caretaker's and OCFA's policy to recover costs to provide services. The budgetary estimate reflects the following assumptions: Annual costs to provide services are based upon the Caretaker's and OCFA's fiscal year 1999/2000 which begins July 1, 1999, and ends June 30, 2000, and will be updated in each subsequent fiscal year; · An office will be provided to OCFA on a no-cost basis, including furniture, fixtures and equipment for a fully-operational fire prevention office; · A fully-operational and equipped fire prevention vehicle will be made available by the Navy to OCFA at no cost; Existing communication systems at MCAS Tustin are not compatible with the system utilized by OCFA, necessitating that OCFA provide .certain communication and information services and equipment identified in the budgetary estimate; A Fire Safety Specialist II position is included for 12 months to identify, evaluate and monitor fire prevention requirements and conditions at the base. Information services equipment is included to support the position. Costs for the position include labor (salaries and benefits), services and supplies, and OCFA support services to the position, including finance/administration, technical services and communication departments. The job description for the position is identified in appendix 2 - page 9. A methodology used for emergency costs reflect the actually fully-burdened company costs associated with providing services and is based on the premise that there are three direct service components: Direct service components, which include company labor and support labor for operations; Direct services and supplies costs within the budget which directly benefit operations; Support services includes overhead support including finance/administration, technical services, and communications departments. · Using 1999 response data provided by the Navy, OCFA has projected a 16% increase in responses associated with assumption of services at MCAS Tustin. They then took 16% MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 3 PAGE 1 of a fully burdened company cost for a PAU to arrive at a cost for providing services upon closure. The current fully burdened cost for a PAU is $1,392,263. The methodology for Caretaker Administration does not include direct labor at this time but support services from the City of Tustin based on the City's adopted cost allocation plan, including overhead support for general administration, 'finance, audit, self- insurance. · Exhibit 3-1 identifies all identified costs that shall incur in execution of this function. Purchasin~ System or Methods All purchases of equipment or materials identified in the Budgetary Estimate will be procured through OCFA procurement procedures which reflect applicable state and local laws and regulations. Payment for Services me As consideration for the services, the Navy shall pay to the Caretaker a one-time start up cost in the sum of $12,083 and annual operating costs not to exCeed $322,425, due and payable, in advance thereafter, in quarterly installments not to exceed $80,606.25. Be With respect to establishing service, the Navy shall pay the Caretaker an initial payment of $92,689.25 before July 3, 1999. The aforementioned initial payment to the Navy to the Caretaker reflects the one-time start up cost in the amount of $12,083 and the first quarterly installment payment for the annual operating costs in the sum of $80,606.25. Subsequent quarterly installments shall be paid by Navy without prior notice or demand, and without any setoff, counterclaim or deduction. Ce All payments due the Caretaker shall be paid at the beginning ofeach quarter, in advance (e.g., second quarter which includes October, November, December will be due and payable by September 30, 1999). Other Issues and Impacts on the Budgetary Estimate During the performance of this Interim Agreement, issues relative to fire and life safety mandates and requirements for existing structures and facilities, including their occupancies, within MCAS Tustin may arise due to differences between federal, state, and local requirements (e.g., issues relating' to fuel facilities, fire protection water, combustible gas mitigation, fire hazard impacts, hazardous materials storage and use, vacant buildings, etc.). Costs associated with the aforementioned additional workload may necessitate the performance of additional services which have not been provided with the budgetary estimate. Should such additional issues arise during the performance of this Interim Agreement, the parties agree that such issues are not within the scope of the services provided under this Interim Agreement and that the costs of such additional services shall be separately negotiable. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 3 PAGE 2 The following expenses are necessary for implementation of services. FACILITY No cost revision by Navy of Fire Prevention Office Fire Prevention COdes, manuals, procedures Office Supplies Signage Knox locks (5 @ $100 each) Subtotal Facility COMMUNICATIONS Telephone system, voice mail, & telephone line ($25 / mo) Dedicated phone line for Fire Prevention IFP System ($100 / mo) 800 Mhz portable radio (MCAS Tustin provides from existing inventory) Pagers ($4 / mo) Cell Phone ($50 / mo) Subtotal Communications INFORMATION SERVICES Fire Prevention computers (PC, Software, Terminal, Printer) Network Router, Modem, Distribution Unit, Cabling Subtotal Information Services OPERATING COSTS (FY 99/00) PERSONNEL Emergency response (16% of PAU includes labor, Support Services & Supplies and Indirect Supply Services) Fire Prevention (Salaries & Employee benefits $66,703, Services & Supplies $5,954 OCFA Support Services $8,598) Caretaker Administration (City of Tustin indirect lost allocation Of indirect cost at 6.75%) Subtotal Personnel MISCELLANEOUS EQUIPMENT Fully operational equiPped Fire Prevention vehicle will be provided By military to OCFA at no cost ONE-TIME $ 0 500 250 100 500 $1,350 $ 175 1,500 0 100 50O $2,275 $3,771 4,687 $ 8,458 ANNUAL $ 0 0 50 0 0 $ 5O $ 300 1,200 0 48 600 $2,148 $222,762 81,255 16,210 $320,227 $ 0 $ 0 TOTAL COSTS $12,083 $322,425 MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 3 EXHIBIT 3-I INTERIM COOPERATIVE AGREEMENT BETWEEN UNITED STATES MAR1NE CORPS/NAVY AND CITY OF TUSTIN, THE DESIGNATED LOCAL REDEVELOPMENT AUTHORITY FOR MARINE CORPS AIR STATION TUSTIN REDEVELOPMENT AUTHORITY AGREEMENT NO: DATE: SOUTWES TNA VYFA CENGCOM SAN D/EGO, CALIFORNIA INTERIM BASE CARETAKER COOPERATIVE AGREEMENT BETWEEN UNITED STATES MARINE CORPS/NAVY AND THE CITY OF TUSTIN, THE DESIGNATED LOCAL REDEVELOPMENT AUTHORITY FOR MARINE CORPS AIR STATION TUSTIN THIS INTERIM BASE CARETAKER COOPERATIVE AGREEMENT (hereinafter referred to as the Agreement) is made and entered into this Day of ,1999, by and between the United States Of America, as represented by the Southwest Division, Naval Facilities Engineering Command (hereinafter referred to as the Navy) and the City of Tustin, the designated Local Redevelopment Agency for Marine Corps Air Station Tustin, a municipal corporation duly organized under the laws of the State of California (hereinafter referred to as the Caretaker) RECITALS A. The Federal Government, for and on behalf of the citizens of the United States of America, acts as the steward of certain real property on which it maintains and operates military facilities and military bases necessary for the defense of the United States of America. The Federal Government has determined that the continued maintenance and operation of certain military, bases throughout the Nation are no longer necessary to achieve the national defense objectives of the United States. Therefore, the Federal Government has directed and authorized the United. States Department of Defense to deactivate and close a select number of military bases and to coordinate and administer the systematic disposition of both real and personal base property for civilian reuse purposes. B. The Federal Government has further determined that the Marine Corps Air Station, Tustin, California (hereinafter referred to as MCAS Tustin) is one of the aforementioned military bases which is to be deactivated, closed, and ultimately .converted to civilian reuse. The MCAS Tustin is scheduled to be closed on July 3, 1999. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 1 C. The Federal Government has determined that it is in the public interest, and will be of benefit for the Caretaker to participate in the operation, maintenance an protection of the MCAS Tustin facilities pending the final disposition of-the base. Early experience with operation and maintenance of the base is of value to the local community as such local participation serves to ease the transitional process associated with converting the base from military use to civilian reuse. This arrangement will allow the caretaker to participate in determining the nature and extent of services required to successfully operate, maintain and protect MCAS Tustin facilities. D. The terms and conditions necessary for the adequate operation, maintenance, and protection of the MCAS Tustin following closure and pending final disposition are to be governed by a comprehensive Base Caretaker Cooperative Agreement between the Navy and the Caretaker. E. However, the terms and conditions of a comprehensive Base Caretaker Cooperative Agreement between the Navy and the Caretaker have not been entirely agreed upon, and timely execution of a comprehensive Base Caretaker Cooperative Agreement by the July 3, 1999, base closure date is not possible. Consequently, regardless of military withdrawal from the base on the July 3, 1999, base closure date and the lack of an executed, operational Base Caretaker Cooperative Agreement, the .Navy bears the sole legal obligation for the continued and uninterrupted provision of certain services to MCAS Tustin before, on, and after the July 3, 1999, base closure date (in the absence of a fully executed Base Caretaker Cooperative Agreement otherwise providing for certain services such as fire protection and emergency medical services) F. Therefore, the Navy and the Caretaker desire to enter into this Agreement for the purpose of establishing the continued and uninterrupted provisions of certain services to the geographical area comprising the MCAS Tustin during the interim period following base closure and military withdrawal, until a comprehensive Base Caretaker Cooperative Agreement providing for the provision of such services can be agreed upon and executed by the Navy and the Caretaker. G. The Navy has determined that the financial resources available to the Caretaker for economic adjustment are inadequate pursuant to the section 2905 (A) (I) (B) (I) of public law 101-510. H. This Interim Agreement is a Cooperative Agreement within the meaning of 31 U.S.C. Section 6305. I. The Navy and the Caretaker are entering into this 'Agreement for the purpose of establishing the terms and conditions necessary for the adequate operation protection and maintenance of certain facilities and services on the base pending final disposition. J. Subject to the availability of appropriations, it is the intent of the parties hereto that caretaker services under the terms of this Agreement shall be for not less than one (1) MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 2 year plus at least additional year if the Secretary of the Navy determines that the Local Redevelopment Agency is actually implementing a plan for redevelopment. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, covenants, and conditions contained herein the parties agree as follows: MCAS TUSTrN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 3 ARTICLE I SCOPE AND PURPOSE Section 101. Performance Specifications Specifications applicable to the Caretaker's performance of this Agreement are listed in Appendix 1 "Requirements Statement" Section 102. Performance Method The method of performing caretaker work statements under this Agreement are set forth in Appendix 2, Technical Execution Plan" ARTICLE II DEFINITIONS Section 201. Interim Base Caretaker Cooperative Agreement The InteriTM Base Caretaker Cooperative Agreement means this Agreement. The execution of this Agreement does not reflect that any decision has been made by the Navy regarding the means of disposal of the base or that the Caretaker will eventually be the recipient of any or all of the base real or personal property. This Agreement will not be construed to confer upon the Caretaker any right, title or benefit regarding final disposition of Navy real or personal property. Section 202. Southwest Division (SOUTWESTDIV) SOUTHWESTDIV is resPonsible to the Naval Facilities Engineering Command, and to the Office of the Secretary of the Navy, for providing supporting caretaker services of MCAS Tustin real and personal property. Section 203. Caretaker Caretaker means a Municipal Corporation organized under the laws of the State of California, and processing the lawfully empowered authority to enter into this Cooperative Agreement. Section 204. Caretaker Services Caretaker services consist of activities identified in this Interim Agreement necessary to protect, secure, and maintain inactivated facilities. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 4 Section 205. Caretaker Site Office (CSO) CSO is a detachment of SOUTHWESTDIV established on MCAS E1 Toro to manage property AT MCAS Tustin until final disposition. The OIC of the CSO has authority to administer this Agreement. ARTICLE III OBLIGATIONS OF THE PARTIES Section 301. Obligations of Caretaker The Caretaker will supervise and manage all activities or projects which are its responsibilities under this Agreement according to the terms, conditions and specifications of this Agreement. Section 302. Obligations of the Navy_ A. The Navy will pay the Caretaker the agreed cost to perform caretaker operations as described in Appendix 1. Where the Navy is not satisfied with the Caretaker's operations, the Navy shall 'provide the Caretaker with a written statement describing in detail the deficient performance. The Caretaker shall be given a reasonable time period after receipt of the written statement to cure the deficient performance. This period will normally be no less than thirty (30) days, however, the Navy reserves the right to impose a shorter cure period where it determines a shorter period is necessary due to health or safety risk. In the event that the'Caretaker disagrees that a deficiency exists, and the Navy and the Caretaker are unable to agree among themselves as to the method by which to resolve their differences, the dispute shall be resolved in accordance with Article X, Section 1005 of this Agreement. In addition, nothing in this Section 302 will be construed to conflict with or alter any right or remedy by either party as contained in Article X of this Agreement. B. Whenever the terms of this Agreement provide for approval by the Navy, the Navy will endeavor to act on all approval requests within thirty days of receipt, or shorter timeframes if so requested by the Caretaker. The Navy's approval will not be unnecessarily withheld. If approval is not granted within said time period, the Navy shall provide a written statement to the Caretaker with a projected date of final action. ARTICLE IV FUNDING LIMITATION AND BUDGETING Section 401. Funding Limitation The maximum funding obligation of the Navy for one time cost will be $12,083 and the maximum funding obligation of the Navy for the annual caretaker services will be $322,425. The amount for each succeeding fiscal year will be adjusted by mutual agreement of the parties in an amendment modification to this Agreement. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGr~ - 5 Section 402. Budgets A. The Caretaker will submit to the Navy for approval each year a fiscal year budget for each activity listed in Appendix 1. Upon mutual agreement of the parties in an amendment approval, the Budget will be incorporated into an Amendment TO Appendix 3 of this Agreement, "Budgetary Estimate". Each Budget request will list by line item, the activities to be funded under this Agreement, and the amount of that line item for which the Caretaker expects reimbursement from the Navy. B. The total amount of the budget, as approved by the Navy, will be the maximum amount for which the Navy is obligated to reimburse the Caretaker for the costs of performance of this Agreement. C. Budgetary changes to this Agreement will be made in accordance with Section 702 of this Agreement. ARTICLE V COSTS Section 501'. Allowability of Costs Except as otherwise stated in this Agreement, the Caretaker shall be paid the total lump sum actual costs for the performance of services pursuant to the terms of this Agreement as identified in Appendix 3. Section 502. Advance Agreements on the Allowability of Cost. No cost incurred by the Caretaker which is contrary to any restriction, limitation, or instruction contained in the Budget in Appendix 3 of this Agreement, or which otherwise has not been specifically approved in writing in advance by the Navy, will be allowable. ARTICLE VI Section 601. General. PAYMENT The Navy will pay the Caretaker according to the payment provisions contained in Appendix 2, "Technical Execution Plan" Section 602. Direct Navy_ Payment of Caretaker Obligations. In no event will the Navy make direct payment to a Caretaker contractor, Caretaker employees, contractor employee or Caretaker vendor for any costs incurred by the Caretaker under this Agreement. The Caretaker's contractual obligations are its own exclusively and are not shared in or guaranteed in any matter by the Navy. Neither does MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 6 this Navy have any obligations hereunder to assume the Caretaker's contractual obligations in the event that the Caretaker might fail to refuse to carry out those obligations, and the Caretaker hereby agrees to defend hold the Navy harmless from such claims. ARTICLE VII GENERAL PROVISIONS Section 701. Term of Agreement Unless sooner terminated in accordance with its terms, This Agreement will continue for a period of one (1) year. Section 702. Amendment This Agreement may be amended onlY by the instrument in writing, signed by the parties hereto except as otherwise specifically provided for in this Agreement. Section 703. Successors and Assigns. This Agreement or any part thereof may not be assigned by a party without the express written consent of the other party. If consent is granted, all obligations and covenants made under this Agreement will bind and inure to the benefit of any successors and assigns' of the respective parties, whether or not expressly assumed by such successors or assigns. Section 704. Entire Agreement. This Agreement constitutes the entire agreement between the parties. Ail prior discussions and understandings on this matter are superseded by this Agreement. Section 705. Serverability. If any provision of this Agreement is held invalid, the remainder of the Agreement will continue in force and effect to the extent not inconsistent with such holding. Section 706. Waiver of Breach. If a party waives enforcement, or fails to act promptly to enforce any provisions of this Agreement upon any event of breech by the other party, such waiver will not automatically extend to any continuation of the breach or to any other or furore events of breach. Section 707. Notices MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 7 All notices, transmissions, correspondence, reports, official communications and statements authorized under or required under this Agreement will be in writing and will be delivered by hand, facsimile transmission, or by U.S. First Class postage prepaid mail to the other party at the address or facsimile transmission telephone number set forth below, or at such other address as may be later designated: NAVY: Caretaker Site Office - CSO Marine Corps Air Station, E1 Toro P.O. Box 444 East Irvine, California 92650 (213) - - fax NAVY Department of the Navy Southwest Division Naval Facilities Engineering Command San Diego, California (619) -531-4160 fax CRA/City of Tustin Christine Shingleton Assistant City Manager City of Tustin MCAS Tustin Team Manager 300 Centennial Way Tustin, California 92780 (714)- 838-1602 fax OCFA Fire Chief Orange County Fire Authority 180 South Water Street Post Office Box 86 Orange, California 92866-0086 (714)-538-8359 fax Section 708. Conflict of Interest The Caretaker shall require that any employee authorized to award or administer contracts under this Agreement by subject to the City's Conflict of Interest Code2 In addition, no employee, officer or agent of the Caretaker shall participate in the selection or in the award or administration of a contract supported by federal funds under this agreement when: (1) The employee, officer or agent, (2) Any member of his/her immediate family, (3) His or her partner, or MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS P^OE- 8 (4) An organization which employs, or is about to employ any of the above, has a financial or other legal interest in the firm selected for award. Section 709. Access to and Retention of Record The Caretaker will afford any authoriZed representative of the Navy, the Department of Defense, the Comptroller General, or other officially concerned Federal Government agency access to and the right to examine all records, books, papers, and documents, including records in automated forms ("Records") that are within the Caretaker's custody or control and that relate to its performance under this Agreement. The Caretaker will retain all such records intact in such form, if not original documents, as my be approved by the Navy for at least three (3) years following termination of this Agreement. Access to the Caretaker's records will be during normal business hours, and the Navy will give the Caretaker's seventy-two (72) hours prior notice of its intention to examine the Caretaker's records. Section 710. .Chanee of Circumstances. Each party will promptly notify the other party of any legal impediment, change of circumstances, pending litigation, or any other event or condition that may adversely affect such party's ability to carry out any of its obligations under this Agreement. Section 711. Liabili _ty and Indemnity. The Navy will not be responsible for, and the Caretaker will assume, all liability to persons which may be attributable or incident to the Caretaker's negligence or breach of Agreement, or by the negligence or breach of the Agreement by any of the Caretaker's agents, employees, contractors, or assigns. The Caretaker further agrees to indemnify, save, hold harmless, and defend the Government, its officers, agents and employees, from and against all suits, claims,, demands or actions, liabilities, judgements, costs and attorneys' fees arising out of, or in any manner predicted upon personal injury or death resulting from, related to, caused by or incident to the Caretaker' negligence in the carrying out of the terms of this Agreement, or breach thereof by the Caretaker, its agents, employees, contractors or assigns, incident to this Agreement. Section 712. Liability and Insurance A. The Caretaker will carry and maintain comprehensive general liability insurance, including but not limited to insurance 'against assumed contractual liability under this Agreement, to afford protection with a limit of liability not less than five hundred thousand dollars in the event of bodily injury and death to any number of persons in any one accident. Navy agrees that Caretaker may self-insure the coverage required by this paragraph. The minimum amount of liability coverage is subject to revision by mutual agreement of the parties upon amendment of this Agreement. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 9 'B. If any to the extent required by law, the Caretaker will carry and maintain workmen's compensation or similar insurance in form and amounts required by law. C. During the entire period the Agreement is in effect, Caretaker shall require its contractors or subcontractors performing wok under this Agreement to carry and maintain the insurance required below. The Navy agrees that a public agency, such as the OCFA may self-insure the coverages required by this paragraph. 1. Comprehensive general liability insurance, in the amount described in 2. Workers' compensation or similar insurance in form and amounts required by law D. Policy Provisions: All insurance which this Agreement requires the Caretakers or its contractors to carry or maintain or cause to be carried or maintained pursuant to this Section 713 will be in such form, for such amounts, for such periods of time and with such insurers as the Navy may require or approve. The Navy's approval shall not be unreasonably withheld. All policies and certificates issued by the respective insurers for public liability insurance will name the LRA/City of Tustin and the Navy as an additional insured to the extent provided by law, provided that any losses will be payable notwithstanding any act or failure to act or negligence of the Caretaker; provide that no cancellation, reduction amount or material change in coverage thereof will be effective until at least thirty (30) days after receipt by the Navy of written notice thereof; provide that the insurer will have no right of subrogation against the Navy, its officers, agents, or employees; and be reasonably satisfactory tot he Navy in all other respects. In no circumstances will Caretaker be entitled to assign to any third party rights of action which the Caretaker may have against the Navy. E. Delivery of Policies: The Caretaker will provide to the Navy a certificate of insurance evidencing the insurance required by the Caretaker and/or its contractors and will also deliver, no later than thirty (30) days prior to the expiration of any such policy, a certificate of insurance evidencing each renewal policy coveting the same risks. Section 713. Reports 9 The Navy may, in addition to any financial or other reports required by the terms of this Agreement, reasonably require the Caretaker to prepare reports or provide information relating to Caretakers performance of this Agreement. The Caretaker agrees to provide such repons within a reasonable time of request and in such detail as reasonably may be required. Reports as applicable requested including but not limited to financial reports, will be prepared and retained by the Caretaker in accordance with 32 CFR Part 33. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS P^OE- 10 ARTICLE VIII APPLICABLE LAWS AND REGULATIONS Section 801. Applicable Law This Agreement is incident to the implementation of a Federal program. Accordingly, as it my affect the rights, remedies, and obligations of the United States, this Agreement will be governed by and construed in accordance with Federal Law. Section 802. Governing Regulations This Agreement shall be enforced and interpreted in accordance with the Federal laws and regulations, directive, circulars, or other guidance cited in this Agreelnent. This Agreement will be administered according to 32 CFR Part 33, Uniform Administrative Requirements for Grants and Cooperative Agreements, OMB Circular A-102, Grants and Cooperative Agreements with State Governments; OMB Circular 87, Cost Principles for State and Local Governments and DoD 3210.6-R, DoD Grant and Agreement Regulations. In the event of a conflict between the provisions of this Agreement and the regulations, the regulations will govern. Section 803. Nondiscrimination. The Caretaker agrees that no person, on the grounds of race, religion, color, national origin, sex or handicap, will be denied benefits of, or otherwise be subjected to, discrimination in connection with 'the Caretaker's performance under this Agreement. Accordingly, the Caretaker covenants and agrees to comply with the following to the extent applicable: 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d, et seq.), and DoD regulations (32 CFR Part 300) issued thereunder; 2. Executive Order 11246 and Department of Labor regulations issued thereunder (41 CFR Part 60); 3. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794) and DoD regulations issued thereunder (32 CFR Part 56); and 4. The Age Discrimination Act of 1975 (42 U.S.C. §§ 6101, et seq.) and implementing regulations issued thereunder as incorporated in 45 CFR Part 90. Section 804. Lobbying. A. The Caretaker agrees that it will not knowingly expend any funds appropriated by Congress to pay any person for influencing or attempting to influence an officer or employee of any agency, or a member of Congress in connection with any of MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 11 the following covered Federal actions: the awarding of any Federal contract; the making of any Federal grant; the entering into of any cooperative agreement; the making of any Federal loan; and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, cooperative agreement or loan. B. The Interim Final Rule, New Restrictions on Lobbying, issued by the Office of Management and Budget (OMB) and the DoD (32 CFR Part 28) to implement the provisions of 31 U.S.C. 8 1352, is hereby incorporated herein by reference, and the Caretaker agrees to comply with all the provisions thereof, including any amendments to the Interim final Rule which may hereafter be issued. Section 805. Drug-Free Work Place A. The Caretaker agrees that it will comply with the provisions of the Drug-Free Work Place Act of 1988 (41 U.S.C §§ 701, et seq.) and maintain a drug-free workplace. B. The Final Rule, Government-Wide Requirements for Drug-Free Workplace (Grants), issued by the OMB and the DoD (32 CFR part 25, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988, is hereby incorporated by reference, and the Caretaker covenants and agrees to comply with all the provisions thereof, including amendments to the Final Rule which may hereafter be issued. Section 806. Environmental Protection A. The Caretaker agrees that its performance under this Agreement will comply with all applicable Federal, State or local environmental laws and regulations, including but not limited to: the requirements of the Clean Air Act (42 U.S.C 88 7401-7671q.) and Section 308 of the Federal Water Pollution Control Act (33 U.S.C 8.1318), which relate generally to inspection, monitoring, entry reports, and information, and with all regulations and guidelines issued thereunder; the Resource Conservation and Recovery Act ("RCRA," 42 U.S.C §§' 6901, et seq.); the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA," 42 U.S.C §§ 6901, et seq.); and the National Environmental Policy Act ("NEPA," U.S.C 8§ 4321, et seq.). B. The Caretaker will ensure that no facility used in its performance under this Agreement is listed on the Environmental Protection Agency ("EPA") list of violating facilities pursuant to 40 CFR Part 15. The Caretaker will notify the Nax~y of the receipt of any communication from EPA indicating that a facility to be or being used in its performance under this Agreement is under consideration for listing on the EPA list of violating facilities. C. The Caretaker will indemnify and hold harmless the Govemment from any costs, expenses, liabilities, fines, or penalties resulting from discharges , emissions, spills, storage, disposal, or any other action by the Caretaker giving rise to Government liability, civil or criminal, or responsibility under Federal, State or local environmental laws incident to this Agreement. Conditions or' activities giving rise to the aforesaid liabilities which occurred prior to the onset of this Agreement, and are not a result of, or related to MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 12 any action by the Caretaker, are not subject to this indemnification. This provision will survive the expiration or termination of this Agreement and the Caretaker's obligation hereunder will apply whenever the Navy incurs costs or liabilities for the Caretaker's actions of the type described in this subsection C. D. The Na,~3"s rights under this Agreement specifically include the right for Govermnent officials to inspect MCAS Tustin for compliance with environmental, safety, and occupational health laws and regulations, whether or not the Navy is responsible for enforcing them. Such inspections .are without prejudice to the right of duly constituted enforcement officials to make such inspections. E. The Caretaker understands and agrees that there may be ongoing Installation Restoration Program (IRP) projects or other Navy activities in support of environmental cleanup or disposal operations at CNC. The Caretaker agrees to cooperate to the extent necessary in support of these operations, and will not interfere with or hinder any such operations by the Navy. Section 807. Contracting with Small and Minority Firms, Women's Business Enterprise and Labor Surplus Area Firms A. The Caretaker will take necessary affirmative steps to ensure that minority firms, women's business enterprises, and labor surplus area firms are used for execution of caretaker operations under this Agreement, when possible: B. Aff'rrmative steps shall include: 1. Placing qualified small and minority business and women's business enterprises on solicitatiOn lists; 2. Assuring that small and minority businesses and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small minority businesses and women's business enterprises; 4. Establishing delivery schedules, where the requirements permit, which encourage participation by small and minority participation by small minority businesses and women's business enterprises; 5. Using the services and assistance of the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and 6. Requiring the prime contractor, if subcontractors are to let, to be such a small and minority business or women's business enterprise itself and to take the affirmative steps listed in subsections (B) (1) through (5) of this section. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 13 ARTICLE IX PROCUREMENT Section 907. Caretaker Contracts. The Caretaker's acquisition of goods and services in the performance of this Agreement will be in accordance with the instructions and procedures contained in 32 CFR § 33.36 (b) - (i). the Caretaker must not contract with any party which is debarred or suspended or is otherwise excluded from, or ineligible for, participation in Federal assistance programs under Executive order 12549, "Debarment and Suspension" and DoD regulations (32 CFR Part 25) issued thereunder. ARTICLE X TERMINATION, ENFORCEMENT, CLAIM AND DISPUTE RESOLUTION Section 1001. Enforcement After exhausting it's obligations under Section 302 and Section 1005 of this Agreement, the. Navy may take such actions to enforce the terms of this Agreement as may be provided under the terms of, 32 CFR, {}33.43, summarized hereafter. If the Caretaker materially fails to comply with any terms of this Agreement, the NaD' may take one or more of the following actions, as appropriate, in the circumstances: 1. Temporarily withhold cash payments pending correction of the deficiency by the Caretaker, or more severe enforcement action by the Navy; 2. Disallow (that is, deny both use of funds and matching credit for ) all or part by the cost of the activity or action not in compliance; 3. Unilaterally suspend or terminate this Agreement partly or in it's entirety; 4. Withhold further payments under this Agreement; 5. Receive immediate reimbursement and recoupment from the Caretaker of all funds which'were used in contravention of this Agreement. 6. Take any and all other remedies that may be legally available. Section 1002. Effects of Suspension and Termination Costs of the Caretaker resulting from obligation incurred by the Caretaker during a suspension, or after termination of payments, are not allowable unless the Navy expressly MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 14 authorized them in the notice of suspension or termination, or subsequently. Other Caretaker costs incurred during suspension or after termination which are necessary and not reasonably avoidable are allowable if: 1. The costs results from obligations which were properly incurred by the Caretaker before the effective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancelable; and, 2. The cost would be allowable if the Agreement were not suspended' or expired normally at the end of the funding period in which the termination takes effect. The enforcement remedies identified in this section do not preclude the Caretaker from being subject to "Debarment and Suspension" under E.O. 12549 (see CFR § 33.35). Section 1003. Termination for Convenience. Except as provided in 32 CFR § 33.43 and Section 1001 of this Agreement, this Agreement may be terminated in whole or in part only as follows: 1. By the Navy with the consent of the Caretaker, in which case the two parties will agree upon the termination condition, including the effective date and in the case of partial termination, the portion to be terminated; or 2. By the Caretaker upon written notification to the Navy, setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. However, if, in case of partial termination, the Navy determines that the remaining portion of the Agreement will not accomplish the purpose of which the Agreement was made, the Navy may terminate the Agreement in it's entirety under 32 CFR § 33.43 or Section 1002 of this Agreement. Section 1004. Effect of Protest Actions. This agreement is entered into good faith by all parties therein. Should any clause or portion hereof be determined by a court or administrative body of competent jurisdiction to be invalid, that determination will jot cause the entire Agreement to be rendered invalid. If a court or administrative body of competent jurisdiction will render the entire Agreement invalid, the Agreement will be considered null and void ab initio (from the beginning), and the Caretaker will promptly cease performing functions under this Agreement. There will be no claim for damages or reimbursement by the Caretaker against the Government as a result of this Agreement being rendered invalid, except for those valid expenses incurred by the Caretaker up to the date of the adverse ruling. Section 1005. Claim and Dispute Resolution A. Any claim made by the Caretaker arising out of this Agreement will be presented in writing to the Navy. Such claim will include: the amount of monetary relief claimed or the nature of other relief requested; the basis for such relief; and documents or other evidence pertinent to the clue. MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 15 B. Upon receipt of a claim, the Navy will provide a written decision denying or sustaining the claim, in whole or part, which decision will include the reason for such action, within ninety (90) days of the date of the receipt of a claim which complies with the requirements of Paragraph A of this section. Such determination will be final unless appealed by the Caretaker pursuant to the provisions of this Section 1005. C. Within sixty (60) days of receipt of the decision of the Navy, the Caretaker may appeal the decision of the Navy to the Deputy Assistant Secretary to the Navy (Conversion and Redevelopment). Such appeal will be in writing and will contain all documents ad arguments necessary for a decision on the appeal. All appeals will be decided on the written record unless the Deputy Assistant Secretary, in his or her sole discretion, determines to conduct a hearing on the appeal. Any such hearing will be condUcted in such manner and under such procedures as the Deputy Assistant Secretary may proscribe. D. Nothing in this Section 1005 will limit any other remedy under law available to the Caretaker or the Navy. E. In the alternative, before proceeding under Section 1005 (A-D) above, either party may choose t° submit the dispute to arbitration pursuant to the Administrative Disputes Resolution Act, 5 U.S.C. Section 581 et seq., or as amended ("the Act"), by giving written notice to the other party. ARTICLE XI LEGAL AUTHORITY Section 1101. Legal Authority The parties hereby represent and warrant that they are under no existing or reasonably foreseeable legal disabilities that would prevent or hinder them from fulfilling the terms and conditions of this Agreement except as identified in Appendix 2, "The Technical Execution Plan". The Caretaker will promptly notify the Navy of any legal impediment that arises during the term of this Agreements that may prevent or hinder the Caretaker's fulfillment of its obligation under this Agreement. IN WITNESS WHEREOF, The parties to this Agreement by their authorized representatives, hereby cause this Agreement to be executed MCAS TUSTIN COOPERATIVE AGREEMENT TERMS AND CONDITIONS PAGE- 16 Dated: United States of America as Represented by the Southwest Division Naval Facilities Command By: Name/Title/Rank Dated: By: Name/Title/Rank Caretaker/City of Tustin Dated: By: Tracy Willis Worley Mayor Dated: By: · Christine Shingleton Assistant City Manager MCAS Tustin Team Manager ATTEST Dated: By: City Clerk Pamela Stoker Dated: Approved as to form: Dated: By: Lois Jeffrey City Attomey MCAS TUST1N COOPERATIVE AGREEMENT TERMS AND CONDITIONS P^~E- 17 APPENDIX 1 MARINE CORPS AIR STATION TUSTIN COOPERATIVE AGREEMENT CARETAKER SERVICES 1999 REQUIREMENTS STATEMENT APPENDIX 1 SECTION 1 REQUIREMENTS STATEMENT 1.1 SCOPE This Requirements Statement describes the tasks required to provide Protective Caretaker services at the Marine Corps Air Station Tustin (herein 'after referred to as the MCAST). MCAST is described and depicted on General Development Dwg. No. 2120.DGN. This property includes approximately 1,594 acres, an airfield with runways, parking aprons, shops, hangers and maintenance areas; 1537 family housing units, 400 bachelor units; administrative offices, clinics and small stores; and two historic blimp hangers. The Caretaker will be responsible as specified in this requirement statement for the provision of: Fire Protection Services a. General. The Tustin Marine Corps Air Station Redevelopment Authority, (herein after referred to as the Caretaker) will provide all personnel, transportation, consumables, equipment, tools,, materials, supervision, management, and other services necessary to manager and perform fire protection operations, at MCAS Tustin. b. Functional Aereement The Caretaker, in response to this Agreement and requirements statement, will complete the "Technical Execution Plan", Appendix 2. This plan will form the basis of a mutual understanding of the required scope of Caretaker services to be provided. The estimated cost of services in the Technical Execution Plan is detailed in Appendix 3 Budgetary Estimates. The Technical Execution Plan and. Budgetary Estimate are incorporated into by reference and are a part of this' Agreement. 1.2 REFERENCES AND TECHNICAL DOCUMENTS. The Caretaker will comply with all referenced requirements and publications, as they apply to the services covered by this Agreement. Wherever numbered references .are used, it will be interpreted that the most current version applies. Where discrepancies exist between this Agreement and the referenced documents, this Agreements will take precedence. 1.3 GOVERNMENT FURNISHED PROPERTY AND SERVICES. a. Government Fumished Facilities. Facilities in building 516, or an altemate location at MCAS Tustin will be available for the Caretaker's use. The Caretaker shall provide the CSO a proposed list of facilities required in providing the services.' The Caretaker will assume responsibility and accountability of such facilities provided for its use and will maintain so they are clean, safe and free of hazards. b. Government Furnished Equipment and Property. To the maximum extent possible, the Caretaker will identify equipment required to provide services under this agreement from existing and available excess Government property. The Caretaker will account for and manage all Government furnished property in accordance with Federal agency MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 1 PAGE- 1 rules and procedures. Title to property will remain vested in the Government until transfer via Economic Development Conveyance or other appropriate transfer vehicle. A list of property is available from the CSO. A list of equipment, property and facilities requested by the Caretaker is included in the Technical Execution Plan. c. Availability of Utilities. The Government will fumish the following utility services at outlets for use as may be required for the work to be performed under the Agreement: electricity, water, natural gas, and sewage. The Caretaker will provide and maintain the necessary service lines from Government outlets to the site of work. Utilities specified above will be fumished at no cost to the Caretaker. The Caretaker will instruct its employees and subcontractors in utilities conservation practices and operate in .ways which preclude the waste of utilities. The Caretaker will install commercial telephone service on base, and all service on base, and all service and toll charges for this services will be paid by the Caretaker or its contractors. 1.4. PERSONNEL a. Caretaker Manager. The Caretaker will provide a Manager who will be responsible for the performance of the requirements-of this agreement. The name of this person, and an alternate who will act for the caretaker when the manager is absenl, will be designated in writing t° the Caretaker Site Office (CSO) officer in Charge (OIC). (1) The Caretaker Manager and alternate will have full authority to act for the Caretaker on all matters relating to daily operation of this agreement. The Caretaker Manager will be skilled in the functional areas of agreement, with a record or demonstrated successful experience, formal education, special training, certifications, etc. (2) The Caretaker Manager, or alternate, will be available during normal duty hours within four hours to meet on the Base with CSO personnel to discuss problem areas. After normal duty hours, the Caretaker Manager, or alternate, will be available within two (2) hours of the start of the next workday. (3) after hour emergencies. The Caretaker Manager, or alternate, will be available by recall for b. Employees. The Caretaker will furnish qualified personnel to accomplish all work required. The Caretaker will comply with all certification and licensing requirements. (1) Personnel Identification. All field employees, including those working under a subcontract will have some identification (hat, shirt, emblem, etc.) that will allow a knowledgeable observer to recognize that personnel will wear uniforms. (2) Employee Training..Employees will be properly trained for the work being performed. All employees involved in operations requiring certification an/or licenses MCAS TUSTIN COOPERATIVE AGREEMENrT APPENDIX I PAGE - 2 will possess current and valid certificates from the appropriate state, or other authority, as may be required by law or regulation. 105. MANAGEMENT. The Caretaker will manage the work effort associated with the services required herein to ensure fully adequate and timely completion of these services. Included in this function will be a full range of management duties including, but not limited to planning, scheduling, cost accounting, report preparation, establishing and maintaining records and inventories, and quality control. The Caretaker will provide an adequate staff with the necessary management expertise to assure the proper performance of Work. a. Work Control. The Caretaker will implement all necessary procedures to ensure timely accomplishment of work requirements, as well as to permit tracking of work in progress. Verbal/Written scheduling and status reports will be provided when requested, by the CSO. b. Quality Control (QC). The Caretaker will provide quality control to ensure all requirements of the Agreement are accomplished in a timely manner and in accordance with specified quality standards. The Caretaker's quality control program will ensure that records are complete and reliable. 1.7 QUALITY ASSURANCE (QA). The CSO will evaluate the Caretaker's performance under this Agreement using surveillance of work performed and review of Caretaker's Quality Control records. All surveillance observations will be recorded by the CSO. When an observation indicates defective performance, the CSO will inform the Caretaker's representative in writing of the observation and the Caretaker will have an opportunity to respond in writing. a. Performance Evaluation Meetings. The Caretaker Manager will' be required to meet at least quarterly with the CSO during the term of the Agreement, unless a mere frequent schedule is mutually agreed to. It is expected that the Caretaker and the CSO will work closely and cooperatively on all issues. However, if the Caretaker requests, a meeting will be held whenever an observation indicating defective performance has been issued. 1.8 PHYSICAL SECURITY. The Caretaker will be responsible for safeguarding all Government property provided for Caretaker use or care. At the close of each work period, Government facilities, equipment, and materials will be secured as appropriate. a. Kev Control. The Caretaker will implement a key control system with which the Caretaker will maintain and control all keys, combinations and other devices used to control access to buildings, secured spaces or restricted areas related to this Agreement. Unless directed otherwise by the CSO, the Caretaker will prohibit the use of keys by any person other that the Caretaker's employees or subcontractors. The Caretaker will prohibit the opening of locked areas to permit entrance of persons other than the Caretaker's employees or subcontractors engaged in the performance of assigned work in those areas, or as required to promote reuse of the property. In the event another party will be granted continuing access to MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 1 PAGE - 3 facilities, the Caretaker will be advised in writing by the CSO of specific instructions pertaining to the access rights. b. Property control. There will be personal property, supplies and materials left in a number of facilities after Base closure. The Caretaker is not authorized to use any of this personal property without specific written permission of the CSO, and will make every effort to assist the Government in safeguarding and protecting this property. 1.9 SAFETY. The Caretaker will ensure all employees know, receive instructions on, and comply with all appropriate safety requirements, Occupational Safety and Health Administration (OSHA) standards, and all state and local laws and regulations related to this Agreement. The Caretaker will record and report promptly to the CSO all available facts relating to each instance of damage to Government property or injury to either Caretaker, subcontractor, or Government personnel related to this agreement. Copies of accident reports will be provided to the CSO. 1.10 ENVIRONMENTAL OPERATIONS. The government will provide resources necessary to accomplish recurring environmental operations to assure the maximum protection of the Base environment, personnel, and facilities, in accordance with the requirements of existing Federal, state and local laws and regulations. The U.S. Marine Corps is the owner of all environmental permits. 1.11 ACCURACY OF GOVERNMENT FURNISHED INFORMATION. Information in this' Requirements Statement, and attached Technical Exhibits to this Agreement is not gUaranteed, to be 100% accurate. However, it is the best available data and should be substantially correct. 1.12 DEFINITIONS. As used throughout this Requirements Statement, the following terms will have the meaning set forth below: a. ASME. American Society of Mechanical Engineers b. Budgetary Estimate. The Budgetary Estimate is established in Appendix 3 and is the annual operating budget approved with this Agreement. c. Caretaker Site Office (CSO). The Southwest Division, Naval Facilities Engineering Command Office established at the Marine Corps Air Station El Toro with a branch office at MCAS Tustin to manage the Base in a Caretaker status until disposal. The CSO will be responsible for the day to day administration of this Agreement. d. Check. Examine, inspect, test, or verify by trial. e. Control. A mechanism used to regulate or guide the operation of a machine, apparatus, or system. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX I PAGE - 4 f. CSO Officer in Charge (OIC). The individual responsible for the operation of the Caretaker Site Office. This individual or his designated representative will be the primary Government representative with regard to this Agreement. g. Debris. Includes but not limited to paper, cans, bottles, limbs, branches, pine straw and cones, leaves, rocks and other similar items. h. Defective Service A unit of service which contains one or more defects, non conformance with specified requirements, or service that has not been performed prior to scheduled completion' time. i. Facilities. Includes all buildings, structures, non Civil Engineering Support Equipment (CESE), weight handling devices and utility systems. j. Hazardous Waste. Any substance considered a hazardous waste under Code of Federal Regulation Title 40 Section 261, Identification of Hazardous Waste, or applicable law. k. Quality Assurance Evaluator (QAE). Government personnel responsible for assuring Caretaker performance, complaint evaluation, audits, invoice validation, and · documentation.~ 1. Regular Working Hours. The Government's regular wOrking hours are from 7:00 a.m. to 4:30 p.m., Mondays through Friday's, except (a) Federal Holidays 1.13 TRANSITION (PHASE-IN)'PERIOD. The Caretaker will begin to phase-in it's operations so as to be fully operational by July 3, 1999. Marine Corps personnel will be made available to the maximum extent possible to provide familiarization with facilities and systems to be maintained. A phase-in plan the Caretaker's Technical Execution Plan, in Appendix 2. This plan provides specific plans for recruiting and hiring of key employees and working level personnel; and implementation of subcontracted services, etc. 1.14 RECORDS, REPORTS AND SCHEDULES. The Caretaker will maintain management, operation records and prepare management, operation reports and schedules. All records, reports and schedules shall be assembled and submitted in accordance with Local, State and Government regulations and laws. SECTION 2 TECHNICAL REQUIREMENTS 2.1 FIRE PROTECTION SERVICES. The Caretaker shall perform services for facilities, equipment and miscellaneous system associated with MCAST. The goal is to prevent facility deterioration, provide for community safety and preserve the potential for long-term facility reuse. The majority of all facilities will be secured, unoccupied, and in a layaway status. With MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX I PAGE - 5 the exception of occupied/leased facilities, all utility services and fire suppression systems will be secured. Refer to the technical exhibits for a building list. a. GENERAL Fire protection services include the operation of a fire reporting/communications reception, fire operations, fire prevention, rescue and first responder. The Caretaker will establish a fully staffed fire protection function with 24 hour coverage. All personnel shall be trained in compliance with the Orange County Fire Authority (OCFA) requirements. Continued training will conform to OCFA standards. The Caretaker will include in the Technical Execution Plan in Appendix 2 specific information on required personnel and support equipment. b. SERVICE. A daily activity log of all fire incident responses and received alarms shall be maintained. All logged emergency information will include time received, location, nature of response, and any events that relate to the response. c. PERSONAL APPEARANCE. Fire personnel shall maintain a high standard of appearance at all times while on-duty or when representing the Caretaker. It is essential that fire personnel present themselves as professionals and with the proper demeanor while carrying out their duties. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX I PAGE - 6 Navy to Insert TEI Building Inventory APPENDIX 2 INTERIM COOPERATIVE AGREEMENT MARINE CORPS AIR STATION TUSTIN TECHNICAL EXECUTION PLAN 1999 I. Background It is the intent of the Caretaker to perform the cooperative Caretaker funCtion through utilization of public and private sector subcontractors. The Caretaker is governed by an elected City Council which includes five at-large Councilmembers who serve on a part-time basis. The City Council is responsible for all matters pertaining to the governance of the City. Executing the policies set by the City Council is the responsibility of the City Manager. The City Manager is hired by the City Council and is a full-time professional staff position responsible for the day-to-day administration of City business.. The City Manager and City Attorney report directly to the City Council.. The Tustin Assistant City Manager will be the prime point of contact for overall implementation of this Interim Agreement. This position has supervisory staff and line personnel to perform necessary tasks from City operating departments. An organizational chart is attached as Exhibit 2-1. The City also reserves the right to utilize a qualified facility/contract management contractor for execution. All employees of the Caretaker will be covered by the City of Tustin Personnel Policies. These policies are available for review by the Navy upon request. The policies set forth the expected measures of conduct, terms of employment, employee benefits, procedure for disciplinary action, and other personnel pi'ocedures. II. Proposed Requirements and Rationale A. Proposed Method of Accomplishment The Caretaker currently contracts for fire protection and emergency medical services with the Orange County Fire Authority (OCFA). The Caretaker would subcontract for the performance of fire protection and emergency medical services component of this agreement with OCFA. B. OCFA Overview The Orange County Fire Authority (OCFA) serves more than one million residents in 20 partner cities and the unincorporated areas of Orange County. They provide fire protection and emergency services and participate in the California Mutual Aid Master Plan for use and assignment of resources for daily operations, and in the event of major emergencies. They also provide aircraft rescue firefighting services by contract to John Wayne Airport. The Orange County Fire Authority was formed March 1, 1995 and is governed by a 21 member Board comprised of representatives from the 19 cities it protects and the Orange County Board of Supervisors. The Orange County Fire Authority serves the following communities. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 1 Buena Park Laguna Woods San Juan Capistrano County of Lake Forest Seal Beach Orange Cypress La Palma Stanton Dana Point Los Alamitos Tustin Irvine Mission Viejo Villa Park Laguna Hills Placentia Westminster Laguna Niguel San Clemente Yorba Linda OCFA is managed by an appointed fire chief, a deputy fire chief, and four assistant chiefs who oversee four departments (see Exhibit 2-2). C. Concept of Operations 1. General Scope a. The OCFA shall provide to MCAS Tustin the following services: 1) Fire suppression; 2) Emergency medical response; 3) Fire prevention and inspection services; 4) Rescue; 5) Hazardous materials response; 6) Fire investigation. bo The services provided by the OCFA to MCAS Tustin under this Interim Agreement expressly exclude the following: 1) Central monitoring of existing fire alarms; 2) Fire protection system maintenance and repair; 3) Ambulance transportation; 4) Weed abatement. Co Ambulance transportation services to MCAS Tustin shall be provided separately pursuant to an existing contract between the City of Tustin and MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 2 do eo Doctor's Ambulance Service. Ambulance dispatch and related services shall also be performed by OCFA to MCAS Tustin. During the performance of this Interim Agreement, issues relative to fire and life safety mandates and requirements for existing structures and facilities, including their occupancies, within MCAS Tustin may arise due to differences between federal, state, and local requirements (e.g., issues relating to fuel facilities, fire protection water, combustible gas mitigation, fire hazard impacts, hazardous materials storage and use, vacant buildings, etc.).. Such mandates and requirements may require replacement, reconstruction, and/or relocation of structures or operations. Costs associated with the aforementioned additional workload may necessitate the performance of additional services which have not been provided for under this Interim Agreement. Should such additional issues-arise during the performance of this Interim Agreement, the parties agree that such issues are not within the scope of the services provided under this Agreement and that the costs of such additional services 'shall be separately negotiable. Except as otherwise provided herein, the level of services provided to MCAS Tustin under this Interim Agreement shall be the same as the level of similar services provided by the OCFA elsewhere within its jurisdictional boundaries. Any changes to such levels and method of service shall be discussed with the Navy and determined in consultation with the Caretaker and OCFA Fire Chief, who shall supervise the services provided pursuant to this Interim Agreement, and who is deSignated as the interim MCAS Tustin Fire Chief and Fire Marshal. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 3 2. Administration o ao For purposes of liaison, the OCFA Fire Chief is the designated subcontractor representative of the Caretaker who will be primarily responsible for the provision of services pursuant to the Interim Agreement. The Fire Chief or his designee shall meet with the Officer in Charge of the Caretaker Site Office at least quarterly or as more frequently requested by the Caretaker or Officer in Charge. b. The Caretaker and Officer in Charge of the Caretaker Site Office will be promptly notified of the following events occurring within MCAS Tustin.' 1) Major fire; 2) Any fire fatality; 3) Major hazardous material response; 4) Response-related injury to any firefighter; 5) Other incidents designated by Caretaker or Officer in Charge of the -. Caretaker Site Office. Operations and Services Profile a. Fire Protection and Emergency Medical Services. MCAS Tustin operated two fire stations at the base. These fire stations will be closed, and there will be no military fire suppression and emergency response units remaining at the facility with base closure. Upon closure, there will be a need to protect property including assets left at the base. OCFA's jurisdiction is divided up into four major geographical areas known as Divisions, each under the command of a Division Chief. Each division is divided into several battalions under the command of Battalion Chiefs. Within the battalions are the fire stations that provide regional emergency response coverage, Basic Life Support (BLS) including paramedic Advanced Life Support (ALS), specialized Hazardous Materials Response, Urban Search and Rescue (US&R), and Swift Water Rescue teams. OCFA has determined that existing adjacent Fire Station No. 6 at 3180 Barranca' Parkway, Irvine, and Fire Station No. 37 at 14901 Red Hill Ave, Tustin will be able to provide the additional fire suppression and emergency medical response required during the Interim Agreement. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 4 Both fire stations operate a Paramedic Assessment Unit (PAU) comprised of a 3 person Engine Company with a Captain, an Engineer, and a Firefighter/Paramedic. Fire Station No. 6 also operates a 4 person Technical Rescue Truck Company. Each company works on a pre- arranged 24-hour shift schedule for coverage 365 days a year. Career personnel, not trained as paramedics, are State certified Emergency Medical Technicians (EMT's) with certification in automatic external defibrillation. A PAU is a first response Basic Life Support (BLS) company that is upgraded to Advanced Life Support (ALS) capabilities by designating one position on the company to a paramedic position and adding required supplies and equipment. Enhanced patient care is accomplished an earlier advanced level of assessment, which means a plan of care can be formulated and instituted earlier. If a situation demands a full ALS response, an additional paramedic unit is dispatched which adds an extra paramedic to the call. Response standards for service have three basic components: (1) time/distance; (2) staffing; and (3) skills/equipment. Time and distance standards consist of how long it takes, to get resources to a call. Dispatch time to a station is calculated at 30 seconds. One minute is allowed to receive the information at the station, put on safety equipment, and prepare to respond (known as turnout time). Distance to a call is calculated based on the travel route and normally expressed as the response time, given in minutes. Driving time incorporates the speed limit over some distance. For instance, a 5-minute response time for basic life support equates to approximately 2.04 miles traveling at an average of 35 miles per hour. The final three and one half minutes is the actual driving time that is used to calculate the distance. Staffing standards equate to how many personnel are needed for a particular type of emergency. For example, an emergency medical service call requires a minimum of three personnel to provide basic life support (BLS). Advanced life support (ALS) requires four or more personnel of which two are paramedics. All emergency response personnel are Emergency Medical Technician (EMT) certified which allows them to provide basic life support. Paramedics provide Advanced Life Support. Truck companies carry equipment and personnel necessary to perform rescue, ventilation, forcible entry, and salvage work. Engine companies primarily focus on fire suppression and EMS activities. While OCFA does not staff ambulances or charge fees for responding to an emergency call, through a contract administration process, it has responsibility to ensure that reliable, high quality ambulance services are provided on an uninterrupted basis, consistent with clinical and response time standards for Ambulance Service Areas (ASA) served by the OCFA. If a medical emergency requires a patient to be transported MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 5 to a hospital, the approved commercial private ambulance company for the ASA transports and bills the patient. OCFA receives reimbursement for paramedic supplies cost through the ambulance service contract. A typical fire structure response requires 3 engine companies, one truck company, a paramedic unit, and one Battalion Chief to be sent to the initial assignment. When the first unit arrives on scene, their initial task is to evaluate the situation, secure the water supply, initiate necessary evacuations of the area, place hose lines, facilitate forcible entry if necessary, deploy ladders, establish tools and equipment pool, and secure utilities. After the second responding units arrive on scene, they report to the incident commander, obtain status of the incident, and receive assignment allowing full response capabilities to occur. The Occupational Safety and Health Administration (OSHA) and California Occupational Safety and Health Administration (Cal OSHA) have stiffened requirements related to firefighter safety in the workplace. Specifically, Cal OSHA has adopted 29 CFR 1910.138 Respiratory Standards. Within the standard are requirements that state for every two or more firefighters working in an Immediately Dangerous to Life and Health (IDLH) situation, there must be a minimum of two outside the IDLH prePared to rescue those working in an IDLH (four persons on scene). The common phrase used to refer to this requirement is "Two In, Two Out".'All fire agencies in California must comply with the rule by May 22, 1999. What determines service demand are a variety of factors including densities, occupancy type, circulation, topography, access, and population. Also included are risk factors such as building types, availability of built-in fire protection, etc. OCFA's goal is for the first- in engine company to arrive on-scene within 5 minutes, 80 percent of the time. The first-in paramedic company goal is to arrive on-scene within 8 minutes, 90 percent of the time. While there are no fire suppression and emergency medical response units to be assigned on base, it is through OCFA's larger regional system, involving depth of resources and strategic allocation of assets, that an enhanced level of service will be provided. This translates into quality and strength. It enables the use of existing resources on a broader scale, and maximizes the use of all emergency and support resources within the department, regardless of jurisdictional boundaries or physical location. These service enhancements include a move-up and cover program, truck company service, a Battalion Chief on duty 24-hours a day, a computer aided dispatch system with computers in each apparatus, emergency medical dispatch, and a large reserve fleet, all part of the regional system and included in the budget. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 6 b. Emergency Communications The existing, communications systems used to deliver emergency dispatch information to fire safety personnel at MCAS Tustin is outdated and not compatible with the system utilized by OCFA. While there are computers at MCAS Tustin stations, they are not tied into the dispatch process. The existing dispatch system is fundamentally an obsolete manual system.. OCFA's system consists of a fully automated Computer Aided Dispatch System (CAD). Dispatchers enter call information, the computer selects the closest available unit based upon the last knovm status and locatiOn. Call information is sent via telephone line to the fire station printer and via the radio system to the Mobile Data Terminal in the fire engine. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 7 c. Fire Prevention Unlike the need for continuing emergency response capabilities, the Interim Agreement status will require one-time costs for a full-time Fire Prevention position recommended on a limited term basis for one year. This position has been identified at the Fire Safety Specialist ii level and will be responsible for providing initial risk assessment and analysis of existing life safety issues and systems. This includes reviewing water improvements plans (hydrant and fire flow information), inspecting and testing fire sprinklers, water distribution systems, fire alarms, and other fire protection systems, analyzing existing inspection and plan review reports, procedures and policies, and documenting inspection findings and activities. This position will also be responsible for daily inspections of buildings and evaluation of compliance with applicable fire codes and regulations. Emergency response staff do not have the depth of training, education or experience to conduct inspections for other than routine fire and life safety systems. Since emergency response will be provided from Fire Stations No. 6 and Fire Station No. 37 located off base, the Fire Safety Specialist will also have to prepare documentation for responding units on area plans and building layouts to identify type and location of fire department connections and to document hazards and response .needs related to the water supply system and buildings. This position will also document the location of hydrants, verify equipment capabilities, and verify flow testing. Other responsibilities include inspecting buildings for general housekeeping, verify fire extinguisher service, review sprinkler service, maintenance, and built-in or portable extinguishing systems, hydrostatic testing, and maintenance of existing inspection files. In discussions with the Caretaker and Navy, there is a possibility that some utilities may be severed upon operational closure. That increased risk only reinforces the need to have complete knowledge of all activities associated with facilities and systems located at the base. A full time Fire Safety Specialist Staff will assist in reducing some of the potential risks associated with liability and loss. de Equipment and Materials Required 1) A portion of Building 516 or other location acceptable to the Caretaker, Navy and OCFA at MCAS Tustin shall be made available by the Navy for use by OCFA for the Fire Support Specialist position on or before the effective date of this Interim Agreement at no cost to OCFA. The office area shall include furniture, fixtures and equipment necessary for a fully MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 8 operational fire prevention office. The Navy will be responsible for the structural integrity of the facility (e.g., roofing, framing, foundation, flooring, HVAC systems) and utilities provided up to the facility. 2) One fully operational and equipped fire prevention vehicle for use by the Fire Safety Specialist (Chevy Blazer serial number 294429) will be made available by the Navy for OCFA's use at no cost. OCFA will be responsible for the care and maintenance of the vehicle. 3) Portable 800 MHz Radios The Navy shall make available to the OCFA all 800 MHz portable radios currently being used at MCAS Tustin. The OCFA will use aforementioned communications equipment until it is phased out, at which time a new countywide system will become operational. 4) MCAS Tustin Fire Protection and Prevention Data All pre-existing MCAS Tustin Fire Department records, data, computer system databases and other related information as requested by OCFA shall be transferred to the Caretaker in care of OCFA for inclusion in its database. All of the aforementioned records shall be retained for the Caretaker by OCFA and microfilmed or destroyed in accordance with state law and OCFA policy after approval by the Caretaker. Records, documentation, recorded or documented instructions and record keeping systems: Fire department recorders, documentation, instructions, reference, training materials, and their systems provided by the Navy to Caretaker/OCFA upon request will include but not be limited to: Fire prevention records, documentation, instructional reference and training materials; b) Fire suppression records, documentation, instructional reference and training materials; c) Hazardous materials records, documentation, instructions, reference and training materials; d)¸ Emergency medical services records, documentation, instructions, reference and training materials; e) Fire alarm maintenance, test, operation instructions, and reference materials; MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 9 g) h) J) l) m) Fire Department communications equipment maintenance, test, operation instructions and reference materials; Water system maintenance, test, operation and reference materials; Applicable vehicle maintenance, test, operation, reference and training materials; Disaster preparedness records, documentation, instructional, reference and training materials; Training records and documentation; Response records and documentation; Utility back-up systems tests, records, documentation, operation instructions, reference and training materials; Building 516 records and documentation relating to construction, utilities, seismic studies, hazardous material abatement, remodeling and/or retrofitting and layout. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 10 I TUSTIN J:i~ REDEVELOPMENT i~i~ ASSISTANT CITY MANAGER MCASTUSTINTEAMMANAGER~ ~ J!~' c,,~ o~ ,u~,. DEPARTMENTS I CONTRACT CARETAKER {I.E. OCFA),~lii MCAS TUST1N COOPERATIVE AGREEMENT APPENDIX 2 EXHIBIT 2-1 OCFA ORGANIZATION CHART I Bill Dean Functions Division 1 Division 2 Division 3 Division 4 Emergency Communications Emergency Planning Special Operations Emergency Medical Services Chief of the i~ I Fire Chief Authority Nancy Swenson ~ I Chip Prather · Chief of Comnlunity I~ Safety and Education Patrick Walker Functions Advance Planning Community Relations and Education Haz-Mat Services Inspection Services Investigation Services Planning and Development Services Training and Safety Services Legal Counsel lili Chief of Technical Services · Hugh Wood Functions Government Liaison Property Management Services Automotive/Material Management Purchasing Information Services Chief of Finance, Administration and !!~ Human Resources Functions Finance Division Administrative, Risk Management and Strategic Planning Cash Management/ Investments Human Resources Employee Benefits MCAS TUSTIN COOPERATIVE AGREEMEN APPENDIX 2 EXHIBIT 2- APPENDIX 3 INTERIM COOPERATIVE AGREEMENT MARINE CORPS AIR STATION TUSTIN BUDGETARY ESTIMATE PLAN 1999 Introduction The bu,dgetary estimate provided reflects the minimum level of fire protection required to protect assets, resources, and persons at MCAS Tustin during an interim period upon closure. OCFA and the Caretaker are able to accomplish this level of fire protection due to the size, depth of resources, strategic station locations, use of technology, and effective operations and management. The proposed costs are not negotiable because the methodology applied is consistent with the Caretaker's and OCFA's policy to recover costs to provide services. The budgetary estimate reflects the following assumptions: Annual costs to provide serviCes are based upon the Caretaker's and OCFA's fiscal year 1999/2000 which begins July !, 1999, and ends June 30, 2000, and will be updated in each subsequent fiscal year; · An office will be provided to OCFA on a no-cost basis, including furniture, fixtures and equipment for a fully-operational fire prevention office; · A fully-operational and equipped fire prevention vehicle will be made available by the Navy to OCFA at no cost; Existing communication systems at MCAS Tustin are not compatible with the system utilized by OCFA, necessitating that OCFA provide certain communication and information services and equipment identified in the budgetary estimate; A Fire Safety Specialist II position is included for 12 months to identify, evaluate and monitor fire prevention requirements 'and conditions at the base. Information services equipment is included to support the position. Costs for the position include labor (salaries and benefits), services and supplies, and OCFA support services to the position, including finance/administration, technical services and communication departments. The job description for the position is identified in appendix 2 - page 9. A methodology used for emergency costs reflect the actually fully-burdened company costs associated with providing services and is based on the premise that there are three direct service components: Direct service components, which include company labor and support labor for operations; Direct services and supplies costs within the budget which directly benefit operations; Support services includes overhead support including finance/administration, technical services, and communications departments. · Using 1999 response data provided by the Navy, OCFA has projected a 16% increase in responses associated with assumption of services at MCAS Tustin. They then took 16% MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 3 PAGE 1 of a fully burdened company cost for a PAU to arrive at a cost for providing services upon closure. The current fully burdened cost for a PAU is $1,392,263. The methodology for Caretaker Administration does not include direct labor at this time but support services from the City of Tustin based on the City's adopted cost allocation plan, including overhead support for general administration, finance, audit, self- insurance. · Exhibit 3-1 identifies all identified costs that shall incur in execution of this function. Purchasing System or Methods All purchases of equipment or materials identified in the Budgetary Estimate will be procured through OCFA procurement procedures which reflect applicable state and local laws and regulations. Payment for Services mo As consideration for the services, the Navy shall pay to the Caretaker a one-time start up cost in the sum of $12,083 and annual operating costs not to exceed $322,425, due and payable, in advance thereafter, in quarterly installments not to exceed $80,606.25. Bo With respect to establishing service, the Navy shall pay the Caretaker an.initiaI payment of $92,689.25 before July 3, 1999. The aforementioned initial payment to the Navy to the Caretaker reflects the one-time start up cost in the amount of $12,083 and the first quarterly installment payment for the annual operating costs in the sum of $80,606.25. Subsequent quarterly installments shall be paid by Navy without prior notice or demand, and without any setoff, counterclaim or deduction. Co All payments due the Caretaker shall be paid at the beginning of each quarter, in advance (e.g., second quarter which includes October, November, December will be due and payable by September 30, 1999). Other Issues and Impacts on the Budgetary_ Estimate During the performance of this Interim Agreement, issues relative to fire and life safety mandates and requirements for existing structures and facilities, including their occupancies, within MCAS Tustin may arise due to differences between federal, state, and local requirements (e.g., issues relating to fuel facilities, fire protection water, combustible gas mitigation, fire hazard impacts, hazardous materials storage and use, vacant buildings, etc.). Costs associated with the aforementioned additional workload may necessitate the performance of additional services which have not been provided with the budgetary estimate. Should such additional issues arise during the performance of this Interim Agreement, the parties agree that such issues are not within the scope of the services provided under this Interim Agreement and that the costs of such additional services shall be separately negotiable. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 3 PAGE 2 The following expenses are necessary for implementation of services. FACILITY No cost revision by Navy of Fire Prevention Office Fire Prevention codes, manuals, procedures Office Supplies Signage Knox locks (5 @ $100 each) Subtotal Facility COMMUNICATIONS Telephone system, voice mail, & telephone line ($25 / mo) Dedicated phone line for Fire Prevention IFP System ($100 / mo) 800 Mhz portable radio (MCAS Tustin provides from existing inventory) Pagers ($4 / mo) . Cell Phone ($50 / mo) Subtotal Communications INFORMATION SERVICES Fire Prevention computers (PC, Software, Terminal, Printer) Network Router, Modem, Distribution Unit, Cabling Subtotal Information Services OPERATING COSTS (FY 99~00) PERSONNEL Emergency response (16% of PAU includes labor, Support Services & Supplies and Indirect Supply Services) Fire Prevention (Salaries & Employee benefits $66,703, Services & Supplies $5,954 OCFA Support Services $8,598) Caretaker Administration (City of Tustin indirect lost allocation Of indirect cost at 6.75%) Subtotal Personnel MISCELLANEOUS EQUIPMENT Fully operational equipped Fire Prevention vehicle will be provided By military to OCFA at no cost ONE-TIME ANNUAL $ 0 $ 0 500 0 250 50 100 0 500 0 $1,350 $ 50 $ 175 $ 3OO 1,500 1,200 0 0 100 48 500 600 $2,275 $2,148 $3,771 4,687 $ 8,458 $222,762 81,255 16,210 $320,227 $ 0 $ 0 TOTAL COSTS $12,083 $322,425 MCAS TuSTIN COOPERATIVE AGREEMENT APPENDIX 3 EXHIBIT 3-1 Navy to Insert TEI Building Inventory APPENDIX 2 INTERIM COOPERATIVE AGREEMENT MARINE CORPS AIR STATION TUSTIN TECHNICAL EXECUTION PLAN 1999 I. Backzround It is the intent of the Caretaker to perform the cooperative Caretaker function through utilization of public and private sector subcontractors. The Caretaker is governed by an elected City Council which includes five at-large Councilmembers who serve on a part-time basis. The City Council is responsible for all matters pertaining to the governance of the City. Executing the policies set by the City Council is the responsibility of the City Manager. The City Manager is hired by the City Council and is a full-time professional staff position responsible for the day-to-day administration of City business. The City Manager and City Attorney report directly to the City Council.. The Tustin Assistant City Manager will be the prime point of contact for overall implementation of this Interim Agreement. This position has supervisory staff and line personnel to perform necessary tasks from City operating departments. An organizational chart is attached as Exhibit 2-1. 'The City also reserves the right to utilize a qualified facility/contract management contractor for execution. All employees of the Caretaker will be covered by the City of Tustin Personnel Policies. These policies are available for review by the Navy upon request. The policies set forth the expected measures of conduct, terms of employment, employee benefits, procedure for disciplinary action, and other personnel procedures. II. Proposed Requirements and Rationale A. Proposed Method of Accomplishment The Caretaker currently contracts for fire protection and emergency medical services with the Orange County Fire Authority (OCFA). The Caretaker would subcontract for the performance of fire protection and emergency medical services component of this agreement with OCFA. B. OCFA Overview The Orange County Fire Authority (OCFA) serves more than one million residents in 20 partner cities and the unincorporated areas of Orange County. They provide fire protection and emergency services and participate in the California Mutual Aid Master Plan for use and assignment of resources for daily operations, and in the event of major emergencies. They also provide aircraft rescue firefighting services by contract to John Wayne Airport. The Orange County Fire Authority was formed March 1, 1995 and is governed by a 21 member Board comprised of representatives from the 19 cities it protects and the Orange County Board of Supervisors. The Orange County Fire Authority serves the following communities. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 1 Buena Park Laguna Woods San Juan Capistrano County of Lake Forest Seal Beach Orange Cypress La Palma Stanton Dana Point Los Alamitos Tustin Irvine Mission Viejo Villa Park Laguna Hills Placentia Westminster Laguna Niguel San Clemente Yorba Linda OCFA is managed by an appointed fire chief, a deputy fire chief, and four assistant chiefs who oversee four departments (see Exhibit 2-2). C. Concept of Operations 1. General Scope a. The OCFA shall provide to MCAS Tustin the following services: 1) Fire suppression; 2) Emergency medical response; 3) Fire prevention and inspection services; 4) Rescue; 5) Hazardous materials response; 6) Fire investigation. b, The services provided by the OCFA to MCAS Tustin under this Interim Agreement expressly exclude the following: 1) Central monitoring of existing fire alarms; 2) Fire protection system maintenance and repair; 3) Ambulance transportation; 4) Weed abatement. C. Ambulance transportation services to MCAS Tustin shall be provided separately pursuant to an existing contract between the City of Tustin and MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 2 do e, Doctor's Ambulance Service. Ambulance dispatch and related services shall also be performed by OCFA to MCAS Tustin. During the performance of this Interim Agreement, issues relative to fire and life safety mandates and requirements for existing structures and facilities, including their occupancies, within MCAS Tustin may arise due to differences between federal, state, and local requirements (e.g., issues relating to fuel facilities, fire protection water, combustible gas mitigation, fire hazard impacts, hazardous materials storage and use, vacant buildings, etc.). Such mandates and requirements may require replacement, reconstruction, and/or relocation of structures or operations. Costs associated with the aforementioned additional workload may necessitate the performance of additional services which have not been provided for under this Interim Agreement. Should such additional issues arise during the performance of this Interim Agreement, the parties agree that such issues are not within the scope of the services provided under this Agreement and that the costs of such additional services shall be separately negotiable. Except as otherwise provided herein, the level of services provided to MCAS Tustin under this Interim Agreement shall be the same as the level of similar services provided by'the OCFA elsewhere within its jurisdictional boundaries. Any changes to such levels and method of service shall be discussed with the Navy and determined in consultation with the Caretaker and OCFA Fire Chief, who shall supervise the services provided pursuant to this Interim Agreement, and who is designated as the interim MCAS Tustin Fire Chief and Fire Marshal. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 3 2. Administration o ao bo For purposes of liaison; the OCFA Fire Chief is the designated subcontractor representative of the Caretaker who will be primarily responsible for the provision of services pursuant to the Interim Agreement. The Fire Chief or his designee shall meet with the Officer in Charge,of the Caretaker Site Office at least quarterly or as more frequently requested by the Caretaker or Officer in Charge. ao The Caretaker and Officer in Charge of the Caretaker Site Office will be promptly notified of the following events occurring within MCAS Tustin. 1) Major fire; 2) Any fire fatality; 3) Major hazardous material response; 4) Response-related injury to any firefighter; 5) Other incidents designated by Caretaker or Officer in Charge of the Caretaker Site Office. Operations and Services Profile Fire Protection and Emergency Medical Services. MCAS Tustin operated two fire stations at the base. These fire stations will be closed, and there will be no military fire suppression and emergency response units remaining at the facility with base closure. Upon closure, there will be a need to protect property including assets left at the base. OCFA's jurisdiction is 'divided up into four major geographical areas known as Divisions, each under the command of a Division Chief. Each division is divided into several battalions under the command of Battalion Chiefs. Within the battalions are the fire stations that provide regional emergency response coverage, Basic Life Support (BLS) including paramedic Advanced Life Support (ALS), specialized Hazardous Materials Response, Urban Search and Rescue (US&R), and Swift Water Rescue teams. OCFA has determined that existing adjacent Fire Station No. 6 at 3180 Barranca Parkway, Irvine, and Fire 'Station No. 37 at 14901 Red Hill Ave, Tustin will be able to provide the additional fire suppression and emergency medical response required during the Interim Agreement. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 4 Both fire stations operate a Paramedic Assessment Unit (PAU) comprised of a 3 person Engine Company with a Captain, an Engineer, and a Firefighter/Paramedic. Fire Station No. 6 also operates a 4 person Technical Rescue Truck Company. Each company works on a pre- arranged 24-hour shift schedule for coverage 365 days a year. Career personnel, not trained as paramedics, are State certified Emergency Medical Technicians (EMT's) with certification in automatic external defibrillation. A PAU is a first response Basic Life Support (BLS) company that is upgraded to Advanced Life Support (ALS) capabilities by designating one position on the company to a paramedic position and adding required supplies and equipment. Enhanced patient care is accomplished an earlier advanced level of assessment, which means a plan of care can be formulated and instituted earlier. If a situation demands a full ALS response, an additional paramedic unit is dispatched which adds an extra paramedic to the call. Response standards for service have three basic components: (1) time/distance; (2) staffing; and (3) skills/equipment. Time and distance standards consist of how long it takes to get resources to a call. Dispatch time to a station is calculated at 30 seconds. One minute is allowed to receive the information at the station, put on safety equipment, and prepare to respond (known as turnout time).. Distance to a call is calculated based on the travel route and normally expressed as the response time, given in minutes. Driving time incorporates the speed limit over some distance. For instance, a 5-minute response 'time for basic life support equates to approximately 2.04 miles traveling at an average of 35 miles per hour. The final three and one half minutes is the actual driving time that is used to calculate the distance. Staffing standards equate to how many personnel are needed for a particular type of emergency. For example, an emergency medical service call requires a minimum of three personnel to provide basic life support (BLS). Advanced life support (ALS) requires four or more personnel of which two are paramedics. All emergency response personnel are Emergency Medical Technician (EMT) certified which allows them to provide basic life support. Paramedics provide Advanced Life Support. Truck companies carry equipment and personnel necessary to perform rescue, ventilation, forcible entry, and salvage work. Engine companies primarily focus on fire suppression and EMS activities. While OCFA does not staff ambulances or charge fees for responding to an emergency call, through a contract administration process, it has responsibility to ensure that reliable, high quality ambulance services are provided on an uninterrupted basis, consistent with clinical and response time standards for Ambulance Service Areas (ASA) served by the OCFA. If a medical emergency requires a patient to be transported MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 5 to a hospital, the approved commercial private ambulance company for the ASA transports and bills the patient. OCFA receives reimbursement for paramedic supplies cost through the ambulance service contract. A typical fire structure response requires 3 engine companies, one truck company, a paramedic unit, and one Battalion Chief to be sent to the initial assignment. When the first unit arrives on scene, their initial task is to evaluate the situation, secure the water supply, initiate necessary evacuations of the area, place hose lines, facilitate forcible entry if necessary, deploy ladders, establish tools and equipment pool, and secure utilities. After the second responding units arrive on scene, they report to the incident commander, obtain status of the incident, and receive assignment allowing full response capabilities to occur. The Occupational Safety and Health Administration (OSHA) and California Occupational Safety and Health Administration (Cal OSHA) have stiffened requirements related to firefighter safety in the workplace. Specifically, Cal OSHA has adopted 29 CFR 1910.138 Respiratory Standards. Within the standard are requirements that state for every two or more firefighters working in an Immediately Dangerous to Life and Health (IDLH) situation, there must be a minimum of two outside the IDLH prepared to rescue those working in an IDLH (four persons on scene). The common phrase used to refer to this requirement is "Two In, Two Out". All fire agencies in California must comply with the rule by May 22, 1999. What determines service demand are a variety of factors including densities, occupancy type, circulation, topography, access, and population. Also included are risk factors such as building types, availability of built-in fire protection, etc. OCFA's goal is for the first- in engine company to arrive on-scene within 5 minutes, 80 percent of the time. The first-in paramedic company goal is to arrive on-scene within 8 minutes, 90 percent of the time. While there are no fire suppression and emergency medical response units to be assigned on base, it is through OCFA's larger regional system, involving depth of resources and strategic allocation of assets, that an enhanced level of service will be provided. This translates into quality and strength. It enables the use of existing resources on a broader scale, and maximizes the use .of all emergency and support resources within the department, regardless of jurisdictional boundaries or physical location. These service enhancements include a move-up and cover program, truck company service, a Battalion Chief on duty 24-hours a day, a computer aided dispatch system with computers in each apparatus, emergency medical dispatch, and a large reserve fleet, all part of the regional system and included in the budget. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 6 b. Emereency Communications The existing communications systems used to deliver emergency dispatch information to fire safety personnel at MCAS Tustin is outdated and not compatible with the system utilized by OCFA. While there are computers at MCAS Tustin stations, they are not tied into the dispatch process. The existing dispatch system is fundamentally an obsolete manual system. OCFA's system consists of a fully automated Computer Aided Dispatch System (CAD). Dispatchers enter call information, the computer selects the closest available unit based upon the last known status and location. Call information is sent via telephone line to the fire station printer and via the radio system to the Mobile Data Terminal in the fire engine. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 7 c. Fire Prevention Unlike the need for continuing emergency response capabilities, the Interim Agreementstatus will require one-time costs for a full-time Fire Prevention position recommended on a limited term basis for one year. This' poSition has been identified at the Fire Safety Specialist ii level and will be responsible for providing initial risk assessment and analysis of existing life safety issues and systems. This includes reviewing water improvements plans (hydrant and fire flow information), inspecting and testing fire sprinklers, water distribution systems, fire alarms, and other fire protection systems, analyzing existing inspection and plan review reports, procedures and policies, and documenting inspection findings and activities. This position will also be responsible for daily inspections of buildings and evaluation of compliance with applicable fire codes and regulations. Emergency response staff do not have the depth of training, education or experience to conduct inspections for other than routine fire and life safety systems. Since emergency response will be provided from Fire Stations No. 6 and Fire Station No. 37 located off base, the Fire Safety Specialist will also have to prepare documentation for responding units on area plans and building layouts to identify type and location of fire department connections and to document hazards and response needs related to the water supply system and buildings. This position will also document the location of hydrants, verify equipment capabilities, and verify flow testing. Other responsibilities include .inspecting buildings for general housekeeping, verify fire extinguisher service, review sprinkler service, maintenance, and built-in or portable extinguishing systems, hydrostatic testing, and maintenance of existing inspection files. In discussions with the Caretaker and Navy, there is a possibility that some utilities may be severed upon operational closure. That increased risk only reinforces the need to have complete knowledge of all activities associated with facilities and systems located at the base. A full time Fire Safety Specialist Staff will assist in reducing some .of the potential risks associated with liability and loss. d. Equipment and Materials Required 1) A portion of Building 516 or other location acceptable to the Caretaker, Navy and OCFA at MCAS Tustin shall be made available by the Navy for use by OCFA for the Fire Support Specialist position on or before the effective date of this Interim Agreement at no cost to OCFA. The office area shall include furniture, fixtures and equipment necessary for a fully MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 8 operational fire prevention office. The Navy will be responsible for the structural integrity of the facility (e.g., roofing, flaming, foundation, flooring, HVAC systems) and utilities provided up to the facility. 2) One fully operational and equipped fire prevention vehicle for use by the Fire Safety Specialist (Chevy Blazer serial number 294429) will be made available by the Navy for OCFA's use at no cost. OCFA will be responsible for the care and maintenance of the vehicle. 3) Portable 800 MHz Radios The Navy shall make available to the OCFA all 800 MHz portable radios currently being used at MCAS Tustin. The OCFA will use aforementioned communications equipment until it is phased out, at which time a new countywide system will become operational. 4) MCAS Tustin Fire Protection and Prevention Data All pre-existing MCAS Tustin Fire Department records, data, computer system-databases and other related information as requested by OCFA shall be transferred to the Caretaker in care of OCFA for inclusion in 'its database. All of the aforementioned records shall be retained for the Caretaker by OCFA and microfilmed or destroyed in accordance with state law and OCFA policy after approval by the Caretaker. Records, documentation, recorded or documented instructions and record keeping systems: Fire department recorders, documentation, instructions, reference, training materials, and their systems provided by the Navy to Caretaker/OCFA upon request will include but not be limited to: a) Fire prevention records, documentation, instructional reference and training materials; b) Fire suppression records, documentation, instructional reference and training materials; c) Hazardous materials records, documentation, instructions, reference and training materials; d) Emergency medical services records, documentation, instructions, reference and training materials; e) Fire alarm maintenance, test, operation instructions, and reference materials; MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 9 f) g) h) i) J) m) Fire Department communications equipment maintenance, test, operation instructions and reference materials; Water system maintenance, test, operation and reference materials; Applicable vehicle maintenance, test, operation, reference and training materials; Disaster preparedness records, documentation, instructional, reference and training materials; Training records and documentation; Response records and documentation; Utility back-up systems tests, records, documentation, operation instructions, reference and training materials; Building 516 records and documentation relating to construction, utilities, seismic studies, hazardous material abatement, remodeling and/or retrofitting and layout. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 - PAGE 10 CITY ATTORNEY CONTRACT ATTORNEY TUSTIN i~ REDEVELOPMENT i~ LRA/CITY OF TUSTIN CITY COUNCIL MCAS TUSTIN TEAM MANAGER I CITY OF TUSTIN li~ OPERATING DEPARTMENTS ~ CONTRACT CARETAKER SUBCONTRACTORS !~! (I.E. OCFA)!~ MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 2 EXHIBIT 2-1 OCFA ORGANIZATION CHART I Chief of Operations Bill Dean Board of Directors Chief of the i~ I FireChief Nancy Swens°n t~ I Deputy Fire, Chief I 8afe~ and [dueation [g Legal Counsel I Hugh Wood I Chief of Finance, Administration and Human Resources Joan St einer Functions DMsion 1 DMsion 2 DMsion 3 DMsion 4 Emergency Communications .Emergency Planning Special Operations Emergency Medical Services Functions Advance Planning Community Relations and Education Haz-Mat Services Inspection Services Investigation Services Planning and Development Services Training and Safety Services Functions Government Liaison Property Management Services Automotive/Material Management Purchasing Information Services Functions Finance DMsion Administrative, Risk Management and Strategic Planning Cash Management/ Investments Human Resources Employee Benefits MCAS TUSTIN COOPERATIVE AGREEMEN APPENDIX 2 EXHIBIT 2- APPENDIX 3 INTERIM COOPERATIVE AGREEMENT MARINE CORPS AIR STATION TUSTIN BUDGETARY ESTIMATE PLAN 1999 Introduction The budgetary estimate provided reflects the minimum level of fire protection required to protect assets, resources, and persons at MCAS Tustin during an interim period upon closure. OCFA and the Caretaker are able to accomplish this level of fire protection due to 'the size, depth of resources, strategic station locations, use of technOlogy, and effective operations and management. The proposed costs are not negotiable because the methodology applied is consistent with the Caretaker's and OCFA's policy to recover costs to provide services. The budgetary estimate reflects the following assumptions: Annual costs to provide services are based upon the Caretaker's and OCFA's fiscal year 1999/2000 which begins July 1, 1999, and ends June 30, 2000, and will be updated in each subsequent fiscal year; · An office will be provided to OCFA on a no-cost basis, including furniture, fixtures and equipment for a fully-operational fire prevention office; · A fully-operational and equipped fire prevention vehicle will be made available by the Navy to OCFA at no cost; Existing communication systems at MCAS Tustin are not compatible with the system utilized by OCFA, 'necessitating that OCFA provide certain communication and information services and equipment identified in the budgetary estimate; A Fire Safety Specialist II position is included for 12 months to identify, evaluate and monitor fire prevention requirements and conditions at the base. Information services equipment is included to support the position. Costs for the position include labor (salaries and benefits), services and supplies, and OCFA support services to the position, including finance/administration, technical services and communication departments. The job description for the position is identified in appendix 2 - page 9. A methodology used for emergency costs reflect the actually fully-burdened company costs associated with providing services and is based on the premise that there are three direct service components: Direct service components, which include company labor and support labor for operations; Direct services and supplies costs within the budget which directly benefit operations; Support services includes overhead support including finance/administration, technical services, 'and communications departments. · Using 1999 response data provided by the Navy, OCFA has projected a 16% increase in responses associated with assumption of services at MCAS Tustin. They then took 16% MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 3 PAGE 1 of a fully burdened company cost for a PAU to arrive at a cost for providing services upon closure. The current fully burdened Cost for a PAU is $1,392,263. The methodology for Caretaker Administration does not include direct labor at this time but support services from the City of Tustin based on the City's adopted cost allocation plan, including overhead support for general administration, finance, audit, self- insurance. · Exhibit 3-1 identifies all identified costs that shall incur in execution of this function. Purchasin~ System or Methods All purchases of equipment or materials identified in the Budgetary Estimate will be procured through OCFA procurement procedures which reflect applicable state and local laws and regulations. Payment for Services mo As consideration for the services, the Navy shall pay to the Caretaker a one-time start up cost in the sum of $12,083 and annual operating costs not to exceed $322,425, due and payable, in advance thereafter, in quarterly installments not to exceed $80,606.25. Bo With respect to establishing service, the Navy shall pay the Caretaker an initial payment of $92,689.25 before July 3, 1999. The aforementioned initial payment to the Navy to the Caretaker reflects the one-time start up cost in the amount of $12,083 and the first quarterly installment payment for the annual operating costs in the sum of $80,606.25. Subsequent quarterly installments shall be paid by Navy without prior notice or demand, and without any setoff, counterclaim or deduction. C. All payments due the Caretaker shall be paid at the beginning of each quarter, in advance (e.g., second quarter which includes October, November, December will be due and payable by September 30, 1999). Other Issues and Impacts on the Budgetary_ Estimate During the performance of this Interim Agreement, issues relative to fire and life safety mandates and requirements for existing structures and facilities, including their occupancies, within MCAS Tustin may arise due to differences between federal, .state, and local requirements (e.g., issues relating to fuel facilities, fire protection water, combustible gas mitigation, fire hazard impacts, hazardous materials storage and use, vacant buildings, etc.). Costs associated with the aforementioned additional workload may necessitate the performance of additional services which have not been provided with the budgetary estimate. Should such additional issues arise during the performance of this Interim Agreement, the parties agree that such issues are not within the scope of the services provided under this Interim Agreement and that the costs of such additional services shall be separately negotiable. MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 3 PAGE 2 The following expenses are necessary for implementation of services. FACILITY No cost revision by Navy of Fire Prevention Office Fire Prevention codes, manuals, procedures Office Supplies Signage -. Knox locks (5 @ $100 each) Subtotal Facility COMMUNICATIONS Telephone system, voice mail, & telephone line ($25 / mo) Dedicated phone line for Fire Prevention IFP System ($100 / mo)' 800 Mhz portable radio (MCAS Tustin provides from existing inventory) Pagers ($4 / mo) Cell Phone ($50 / mo) Subtotal Communications INFORMATION SERVICES Fire Prevention computers (PC, Software, Terminal, Printer) Network Router, Modem, Distribution Unit, Cabling Subtotal Information Services OPERATING COSTS ('FY 99/00) PERSONNEL Emergency response (16% of PAU includes labor, Support Services & Supplies and Indirect Supply Services) Fire Prevention (Salaries & Employee benefits $66,703, services & Supplies $5,954 OCFA Support Services $8,598) Caretaker Administration (City of Tustin indirect lost allocation Of indirect cost at 6.75%) Subtotal Personnel MISCELLANEOUS EQUIPMENT Fully operational equipped Fire Prevention vehicle will be provided By military to OCFA at no cost ONE-TIME ANNUAL $ 0 $ 0 500 0 250 50 100 0 5OO 0 $1,350 $ 50 $ 175 $ 300 1,500 1,200 0 0 100 48 500 600 $2,275 $2,148 $3,771 4,687 $ 8,458 $222,762 81,255 16,210 $320,227 $ 0 $ 0 TOTAL COSTS $12,083 $322,425 MCAS TUSTIN COOPERATIVE AGREEMENT APPENDIX 3 EXHIBIT 3-l INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT BETWEEN ORANGE COUNTY FIRE AUTHORITY AND CITY OF TUSTIN, THE LOCAL REDEVELOPMENT AUTHORITY FOR MCAS TUSTIN THIS AGREEMENT is made and entered into this day of ,1999, by and between the ORANGE COUNTY FIRE AUTHORITY, a Joint Powers Agency (herein referred to as the OCFA) and the City of Tustin, the Local Redevelopment Authority for Marine Corps Air Station Tustin, a municipal corporation duly organized under the laws of the State of California (herein refereed to as the CITY) RECITALS A. The Federal Government, for and on behalf of the citizens of the United States, acts as the steward of certain real property on which it maintains and operates military facilities and military bases necessary for the defense of the United States of America. The Federal Government has determined that the continued maintenance and operation of certain military bases throughout the Nation are no longer necessary to achieve the national defense objectives of the United States. Therefore, the Federal Govemment has directed and authorized the United States Department of Defense to deactivate and close a select number of. military bases and to coordinate and administer the systematic disposition of both real and personal property for civilian reuse purpOses. B. The Federal Government has determined that the Marine Corps Air Station, Tustin, California (herein referred to as the MCAS Tustin), is one of the aforementioned military bases Which is to be deactivated, closed and ultimately converted to civilian reuse. The MCAS Tustin is scheduled to close on July 3, 1999. C. The terms and conditions necessary for establishing the adequate operation, maintenance, and protection of the MCAS Tustin following base closure and pending final disposition will be governed by an Interim Base Caretaker Cooperative Agreement between the United States of America, as represented by the Southwest Division, Naval Facilities Engineering Command (herein referred to as the Navy) and the CITY. D. The Federal Government has determined that it is in the public interest, and will be of benefit, for the designated interim caretaker of the MCAS Tustin, the CITY, to participate in the operation, maintenance, and protection of the MCAS Tustin facilities during the interim caretaker period. The interim caretaker period is the period from the official base closure date until the final INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT PAGE- 1 disposition of the base. The CITY is a political subdivision organized under the laws of the State of California possessing lawfully empowered authority to enter into a Base Caretaker Cooperative Agreement with the Navy. E. Pursuant to the Base Caretaker Cooperative Agreement, the CITY is obligated to perform certain "caretaker services" delineated within that Agreement. The aforementioned caretaker services consist primarily of activities necessary to protect, secure, and maintain the inactivated MCAS Tustin facilities described in that Agreement. Additionally, the CITY will supervise and manage all activities and projects which are its responsibility and obligation under the Base Caretaker Cooperative Agreement, according to the terms, conditions, and specifications of that Agreement. In consideratiOn for the CITY's performance of the aforementioned services and operations during the interim caretaker period, the Base Caretaker Cooperative Agreement provides that the Navy shall pay an agreed upon sum of money to the CITY for the costs incurred by the CITY associated with its performance under the Base Caretaker Cooperative Agreement. F. The caretaker service which the CITY is contractually obligated to perform under the Base Caretaker Cooperative Agreement is the establishment and provisions of fire protection and emergency medical services to the MCAS Tustin. However, the CITY does not own the resources, nor does it possess the capabilities, required to fully discharge its fire protection and emergency medical services 'obligation under the terms, conditions and specifications of the Base Caretaker Cooperative Agreement. Consequently, the CITY muSt contract separately for the performance of the fire protection and emergency medical services component of the Base Caretaker Cooperative Agreement in order to fully discharge its obligations under that Agreement. G. It is the intent of the CITY and the OCFA to enter into this Agreement for the purpose of establishing the terms and conditions under which the OCFA shall discharge, on behalf on the CITY, the CITY's contractual obligation under the Base Caretaker Cooperative Agreement to provide continued and uninterrupted fire protection and emergency medical services to the geographical area comprising the MCAS Tustin during the interim period following base closure and military withdrawal pending final disposition of the base. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, covenants, and conditions contained herein, the parties agree as follows: AGREEMENT I. BASE CARETAKER COOPERATIVE AGREEMENT A. This agreement is subject to and subordinate to the Base Caretaker Cooperative Agreement (herein after referred to as the Cooperative Agreement), attached as Attachment "A" which may be subsequently amended or modified to add additional caretaker services related to fire protection. Notwithstanding any provisions of this Agreement, CITY and OCFA hereby agree as follows: (1) OCFA agrees to be bound by and perform all of the terms and conditions to be performed by CITY under the Cooperative Agreement to the extent applicable to fire protection and' emergency medical services. (2) OCFA will not do or permit anything to be done in providing services which will cause the occurrence of a default by the CITY under the Cooperative INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT PACE- 2 Agreement; (3) OCFA shall identify, defend and hold CITY harmless from and against any cost, claim, liability, loss, or damage occurring by reason of OCFA's breach or default of this Agreement, including, without limitation, the cost of care, loss of the Cooperative Agreement and any attorney's fees and disbursements incurred in connection with the foregoing; (4) If the Cooperative Agreement expires or is terminated for any reason, including without limitation, any default by the Navy or CITY thereunder, or CITY's election to exercise any right to 'terminate, then this Agreement shall thereupon terminate without any liability to the CITY, as if such date where the scheduled expiration date of the term. The CITY shall take all reasonable actions to keep the Cooperative Agreement in full force and effect during the term of this Agreement. Notwithstanding the proceeding sentence, the CITY shall not be required to initiate any legal action. B. The CITY shall have no liability to OCFA for Navy's defaults under the Cooperative Agreement. OCFA agrees that the CITY shall not be obligated to perform any of the Navy's obligations under the Cooperative Agreement. The CITY resumes exclusively all rights to enforce the Cooperative Agreement, but agrees to make reasonable efforts to enforce the Navy's obligations under the Cooperative' Agreement, to the extent that OCFA is a material beneficiary thereof. The CITY shall not be required to initiate any legal action against the Navy, but agrees to reasonably cooperate with OCFA to enforce the Navy's obligations under the Cooperative Agreement. C. In the event of any conflict in the rights of OCFA under this Agreement and the rights of the CITY under the Cooperative Agreement, the Cooperative Agreement shall control. II. SERVICES PROVIDED A. The OCFA shall provide to the CITY fire suppression, fire prevention, fire investigation, emergency medical, hazardous materials response, rescue and related services (collectively "fire protection and emergency medical services") to the territory of Orange County known as the MCAS Tustin Service Area, which is more fully described by the map attached hereto as Attachment "B" and which is incorporated by reference as though fully set forth herein (hereinafter referred to as the MCAS Tustin Service Area). B. Except as otherwise provided herein, the level of service provided by OCFA to the MCAS Tustin Service Area under this Agreement shall be the same as the level of similar services provided by the OCFA elsewhere within is jurisdictio, nal boundaries. Any changes to such levels and method of service shall be discussed with the CITY and determined by the OCFA Fire Chief, who shall have direct control and supervision over the services provided pursuant to this Agreement, and who is hereby designated as the interim MCAS Tustin Fire Chief and Fire Marshall. C. In provision of fire services, OCFA is authorized to and may enforce applicable CITY codes and ordinances, collecting any plan review or special fire related fees adopted by the CITY as well as the OCFA and file any claims on behalf of the CITY to recover amounts owed for emergency response or hazardous materials clean-up. OCFA agrees that the Federal Government and the CITY shall not be charged any fees for enforcement of city codes and ordinances. III. GENERAL SCOPE A. The OCFA shall provide to the MCAS Tustin Service Area the following services: INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT PAGE- 3 1. Fire suppression 2. Emergency medical response. 3. Fire prevention and inspection services 4. Rescue 5. Hazardous materials response 6. Fire investigation B. The Services provided by the OCFA to the MCAS Tustin Service Area under this Agreement expressly exclude the following: 1. Central monitoring of existing fire alarms 2. Fire protection system maintenance and repair '3. Ambulance transportation services 4. Weed abatement C. Ambulance transportation services to the MCAS Tustin Service Area shall be provided for separately pursuant to an existing contract between the CITY and Doctor's Ambulance Service for that-portion of the MCAS Tustin within the City of Tustin and pursuant to an existing contract between OCFA and Medix Ambulance Service for that portion of the MCAS Tustin Service Area within the City of Irvine. Ambulance dispatch and related services, currently being performed by the OCFA to its member jurisdictions, shall also be performed by the OCFA to the MCAS Tustin Service Area. IV. ADMINISTRATION ' A. For purpo'se of liaison and the administration of this Agreement, the OCFA Fire Chief and the Tustin Assistant City Manager are designated as the representatives of the respective parties to this Agreement, and they shall be primarily responsible for the administration of the terms and conditions of this Agreement. The OCFA Fire Chief, or his designee, shall meet with the Tustin Assistant City Manager and a selected representative from the Navy identified as the Officer in Command-Caretaker Site Office (herein after referred to as OIC'CSO) at least quarterly, or as more frequently requested by the Tustin Assistant City Manager. · B. The Tustin Assistant City Manager, and Tustin Police Chief, and OIC-CSO shall be promptly notified of the following events occurring within the MCAS Tustin Service Area: INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT PAGE- 4 1. Major fire 2. Any fire fatality 3. Major hazardous material response 4. Response-related injury to any firefighter 5. Other incidents designated by Tustin Assistant City Manager or OIC-CSO in writing C. The CITY may, in addition to any financial or other reports required by the terms of this Agreement or by the Base Caretaker Cooperative Agreement, require the OCFA to prepare reports or provide information relating to this Agreement. The OCFA agrees to provide such reports within a reasonable period of time and in such detail as reasonably may be required. D. The OCFA will afford any authorized representatives of the CITY, the United States Department of Defense, the Comptroller General, or other officially concerned Federal Government agency access to and the right to examine all records, books, papers, and documents, including records in automated forms, that are within the OCFA's custody or' control and that relate to its performance under this Agreement. The OCFA will retain such records intact for at least three (3) years following termination of this Agreement. Access to the OCFA's records will be during normal business hours, and the requesting party will give the OCFA twenty-four (24) hours prior notice of its intention to examine the OCFA's records that relate to the performance of this Agreement. V. COST FOR SERVICES A. The cost contained in this Agreement are based on the OCFA 1999/00 Fiscal Year Budget and represent the minimum level of fire protection and emergency medical services required to protect assets, resources, and persons planned to be located within the MCAS Tustin Service Area during the interim period following base closure and military withdraw. B. The costs presented under this Agreement reflect the fully burdened company costs associated with providing fire protection and emergency medical services to the MCAS Tustin Service Area and are based on the premise that there are three (3) service components: 1. Direct service components, which include company labor and support labor for operations 2. Direct services and supply costs within the OCFA Fiscal Year 1999/00 Budget, which directly benefit operations 3. Support services including overhead support for Finance/Administration, Technical Services, and Communications departments C. In order to establish fire protection and emergency medical services to the MCAS Tustin Service Area, the OCFA must charge the CITY for one-time start-up costs in the amount of $12,083, INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT PAGE- 5 which reflects the actual cost of establishing such services. In addition, the initial operating cost for the' first twelve (12) months of this Agreement for the provision of fire protection and emergency medical services to the MCAS Tustin Service Area shall not exceed $322,425, which includes the expense costs associated with staffing and operating a Paramedic Assessment Unit (PAU) with three (3) shifts of three (3) personnel on a twenty-four (24) hour basis. D. The specific cost line items and requirements for the one-time start up costs, as well as for the annual operating costs, are more fully set forth in the spreadsheets attached hereto 'as Attachment "C", and are incorporated by reference as though fully set forth herein. VI. PAYMENT FOR SERVICES A. As consideration for the services set forth in this Agreement, the CITY agrees to pay to the OCFA directly a one-time start up cost in the sum of $12,083. OCFA and the CITY agree that annual operating costs for services in this Agreement shall not exceed $322,425. Further, the OCFA and CITY have determined that 50% of the specific cost line item for annual emergency response shown in Attachment C incurs to the Orange County Structural Fire Fund and 50% of the specific cost line item for emergency response incurs to the CITY as an additional cost in consideration of OCFA providing expanded services to the CITY as a Cash Contract CITY. In consideration of this relationship, the CITY agrees to pay OCFA directly for a portion of annual operating costs not to. exceed $211,044 annually, due and payable, in quarterly installments. Further, $111,381 of the annual operating costs will be retained by the CITY for the costs incurred by the CITY as a OCFA Cash Contract CITY. B. With respect to establishing service under this Agreement, the CITY agrees to pay the OCFA an initial payment of $223,127 within thirty (30) days of receipt of its CITY's initial payment for services from the Navy pursuant to the Cooperative Agreement. The aforementioned initial payment by the CITY to the OCFA reflects the one-time start up cost in the amount of $12,083 and the first quarterly installment payment in the sum of $211,044. Except as provided otherwise under this Agreement, all payments due to the' OCFA shall be paid within thirty (30) days of the CITY's receipt of payments for service from the Navy pursuant to the Cooperative Agreement. VII. FURTHER OBLIGATIONS oF THE PARTIES A. Facilities An office area at MCAS Tustin will be made available to OCFA by the CITY for use by the OCFA on or before the effective date of this Agreement, at no cost to the OCFA. The OCFA will not be responsible for the structural integrity of the aforementioned facility (e.g., roofing, framing, foundation, flooring, plumbing, and HVAC system), nor will the OCFA be responsible for maintaining or paying for the utilities provided up to the facility. All ordinary maintenance and repair costs associated with the aforementioned facility, not 'related to structuial integrity, or that are required due to occupancy, shall be the responsibility of the OCFA. The facility will be equipped by the Navy with basic fixtures, furniture, and equipment so as to make such facility habitable and generally operational for use by the OCFA Fire Safety Specialist as soon as possible after the effective date of this Agreement. INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT PAGE- 6 B. Vehicles One fire prevention vehicle (Chevy Blazer serial no. 294429 or an altemative) and associated equipment thereon, will be made available for use by the OCFA under this Agreement. The aforementioned fire prevention vehicle, including the equipment on board the vehicle, will be made available to the OCFA by the CITY as soon as possible after the effective date of this Agreement, at no cost to the OCFA. The OCFA shall be responsible for the care, maintenance, and any necessary eventual replacement of the vehicle. C. Portable 800 Mhz Radios The CITY shall make or cause to be made, available to the OCFA all 800 Mhz portable radios currently being used at MCAS Tustin. The OCFA will use the aforementioned communications equipment until it is phased out, at which time it is contemplated that the new countywide system will become operational. D. MCAS Tustin Fire Protection and Prevention Data The parties hereto agree that all preexisting MCAS Tustin fire department records, data, computer system databases, and other related information as requested by the OCFA during the effective term of this Agreement shall be transferred to the OCFA for inclusion into its data system. All of the aforementioned records shall be retained by the OCFA and microfilmed or destroyed in accordance with state law and OCFA policy, provided that destruction of MCAS Tustin records shall also not occur without CITY authorization. VIII. INSURANCE The OCFA will provide insurance coverage on all owned property (e.g., personal, equipment, and normal station complaints). IX. INDEMNIFICATION A. The 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 the OCFA's performance of services pursuant to this Agreement. B. The CITY shall defend, indemnify, and hold harmless the CITY and its officers, employees, agents and representatives with the 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 the CITY's performance of services pursuant to this Agreement. C. The obligations created by subsections (a). and (b) above with respect to indemnification's shall survive the expiration or termination of this Agreement. X. INDEPENDENT CONTRACTOR INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT PAGE- 7 The CITY shall not be liable for the direct payment of any wages or other compensation to any officer, employee, or agent of the OCFA performing any services under this Agreement. The CITY shall not be liable to any officer, employee, or agent of the OCFA for any sickness or injury incurred by such person in the course of performing services under this Agreement. The OCFA shall be solely responsible for all personnel actions relating to the OCFA employees utilized in the performance of this Agreement. The employees of the OCFA shall not be deemed employees of the CITY as result of this Agreement. XI, TERM This Agreement shall be in force from 8:00 a.m., July 3, 1999, for a period of twelve (12) months, until 8:00 a.m., July 3, 2000, unless terminated sooner or renewed annually in accordance with the provisions set forth herein. XII. TERMINATION DATE Except as provided otherwise under this Agreement, either party may terminate this Agreement, without cause, by giving written notice to the other party at lease thirty (30) days prior to the date of termination. XIII. EFFECTIVE DATES The effective date of this Agreement shall be 8:00 a.m., July 3, 1999, and, unless otherwise expressly provided herein, the mutual rights and obligations of the parties shall commence on that date. XIV. RENEWAL Prior to the expiration of this Agreement, the parties hereto may renew this Agreement as follows: A. The CITY shall provide written notice to the OCFA within sixty (60) days prior to the expiration of this Agreement of its desire to renew this Agreement. The notice should include the term of the renewal for which the CITY is requesting. B. Upon receipt of the CITY's written notice, the OCFA will prepare a written estimate of costs and service levels. X¥. NOTICES All notices, transmissions, correspondence, reports, official communications, and/or statements authorized, made under, or required by this Agreement shall be in writing and shall be delivered bY hand, facsimile transmission, or by U.S. Mail, First Class postage prepaid, to the other party at the address or facsimile transmission telephone number set forth below: INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT PAGE- 8 OCFA: Fire Chief Orange County Fire Authority 180 South Water Street Post Office Box 86 Orange, California 92866-0086 (714) 538-8359 fax CITY Christine Shingleton Assistant City Manager MCAS Tustin Team Manager CITY of Tustin 300 Centennial Way Tustin, CA 92780 XVI. SUCCESSORS AND ASSIGNS This Agreement, or any part thereof, may not be assigned by a party without the express written consent of the other party. If consent is so granted, all obligations and covenants made under'this Agreement will bind and inure to the benefit of any successors and assigns of the respective parties, whether or not expressly assumed by such successors or assigns. Any attempted assignment or delegation is derogation of this section shall be void. XVII. WAIVER OF BREACH If a party waives enforcement, or fails to act promptly to enforce any provisions or this Agreement upon any event of breach by the other party, such waiver will not automatically extend to any continuation of the breach or to any other or future events of breach. XVIII. CHANGE OF CIRCUMSTANCES Each party will promptly notify the other party of any legal impediment, change of circumstances, pending litigation, or any other event or condition that may adversely effect such party's ability to carry out any of its obligations under this Agreement. 'XIX. UNFORESEEN IMPACTS During the performance of this Agreement, issues relating to fire and life safety mandates and requirements for existing structures and facilities, including their occupancies, within the MCAS Tustin Service Area may arise due to differences between federal, state and local requirements (e.g., issues relating to fuel facilities, fire protection water, combustible gas mitigation, fire hazard impacts, hazardous materials storage and use, and vacant buildings). Costs associated with the aforementioned additional workload may necessitate the performance of additional services, which have not been provided for under this Agreement. Should such additional issues arise during the performance of this Agreement, the parties hereto agree that INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT PAGE- 9 such issues are not within the scope of the services provided under this Agreement and that the costs of such additional services are separately negotiable XX. THIRD PARTY BENEFICIARIES The parties agree that 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. By entering into this Agreement, neither party waives any of the immunities provided under state or federal law. XXI. MERGER/INTEGRATION This Agreement, together with the Attachments hereto (which are incorporated herein by reference as if fully set forth within the body of this Agreement), fully express all understandings between the OCFA and the CITY with respect to the subject matter of this agreement and shall constitute the complete agreement between the parties for these purposes. No addition to, modification of, amendment of, or alteration of, the terms of this Agreement or any attachments thereto, whether written or verbal, shall be valid unless made in writing and formally approved and executed by both parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above. ORANGE COUNTY FIRE AUTHORITY a Joint Powers Agency DATED: By: Michael Ward Authority Chairman ORANGE COUNTY FIRE AUTHORITY a Joint Powers Agency DATED: By: Chip Prather Authority Fire Chief ATTEST: DATED: By: Nancy Swanson INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT PAGE- l 0 DATED: Clerk of the Authority APPROVED AS TO FORM: ORANGE COUNTY FIRE AUTHORITY By: Terry C. Andrus General Counsel DATED' CITY OF TUSTIN By: Tracy Wills Worley Mayor DATED By: Christine Shingleton Assistant City Manager ATTEST DATED By: Pamela Stocker CITY Clerk APPROVED AS TO FORM LAURENCE M. WATSON COUNTY COUNSEL, COUNTY OF ORANGE DATED: By: Lois Jeffery CITY Attorney INTERIM FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES AGREEMENT PAGE- 11 ATTACHMENT B MCAS TUSTIN SERVICE AREA MCAS TUSTIN BOUNDARY REUSE PLAN AREA BOUNDARY CITY OF SANTA ANA CITY OF TUSTIN CITY OF IRVINE :;::; ';:.:,:::; , No Scale · , ,..-........o o~ ^ .-..~ ...-..~ ,..-..~ ~ ,-..,. ,., .-. o,..-, .,..,, z..,. ,., ,.o .,. ^ ,.. ,,..,, ,-. ,. Attachment C MCAS Tustin Service Area, ATTACHMENT C BUDGETARY ESTIMATE The following expenses are necessary for implementation of services. FACILITY No cost revision by Navy of Fire Prevention Office Fire Prevention codes, manuals, procedures Office Supplies Signage Knox locks (5 @ $100 each) Subtotal Facility COMMUNICATIONS Telephone sYstem, voice mail, & telephone line ($25 / mo) Dedicated phone line for Fire Prevention IFP System ($100 / mo)' 800 Mhz portable radio (MCAS Tustin provides from existing inventory) Pagers ($4 / mo) Cell Phone ($50 / mo) Subtotal Communications INFORMATION SERVICES Fire Prevention computers (PC, Software, Terminal, Printer) Network Router, Modem, Distribution Unit, Cabling Subtotal Information Services OPERATING COSTS (FY 99/00) ' PERSONNEL Emergency response (16% of PAU includes labor, Support Services & Supplies and Indirect Supply Services) Fire Prevention (Salaries & Employee benefits $66,703, Services & Supplies $5,954 OCFA Support Services $8,598) Caretaker Administration (City of Tustin indirect lost allocation Of indirect cost at 6.75%) Subtotal Personnel MISCELLANEOUS EQUIPMENT Fully operational equipped Fire Prevention vehicle will be provided By military to OCFA at no cost ONE-TIME $ 0 500 250 100 500 $'1,350 $ 175 1,500 0 100 500. $2,275 $3,771 4,687 $ 8,458 ANNUAL ¸$ 0 0 5O 0 0 $ 50 $ 300 1,200 0 48 600 $2;148 $222,762 81,255 16,210, $320,227 $ 0 $ 0 TOTAL COSTS $12,083 $322,425