Loading...
HomeMy WebLinkAbout05-ATTACHMENT 1ATTACHMENT NO. 1 RESTATED AND AMENDED JOINT POWERS AGREEMENT FOR INTEGRATED LAW & JUSTICE AGENCY FOR ORANGE COUNTY (ILJAOC) This Amended Joint Powen Agreement IAgeeement) is made and entered !nto by and between the listed cities, other entities, and County of Orange collectively referred to as "Member Agencies." This Agreement is dated .,, 28882014 for reference purposes. Member Agencies Anaheim Fountain Valley La Palma Brea Fullerton Laguna Beach Buena Park Garden Grove Los Alamitos Coo I W"I Huntington Beach Newport Beach County of Orange Irvine Orange Cypress La Habra Placentia CaIifomia State University Fullerton Polico Department Sarn.� Ana Seal Beach Superior Court of CA, County of Orange Tustin Westm!nster University of CA, Irvine Police Department RECITALS WHEREAS, the Member Agencies; entered into an Agreement entitled "Joint Powers Agreement For Integrated Law & Justice Agency For Orange CountyC dated as of to create the Integrated Law and Justice Aoency far Orange County, and i1 WHEREAS, the Member Agencies desire to restate and amend said Jalnt Powers Agreement, and WHEREAS, the Member Agencies have and possess the power and authorization to finance, organize, and establish a public agency to facilitate the integration and sharing of criminal justice information for the benef` of the lands and fnhabit3nts within their respective boundaries; and WHEREAS, the Member Agencies propose to Join together to establish, operate, and maintain an agency for the benefit of their respec`ive fan& and inhabit Znt -, and WHEREAS, it s In the public interest to provide a means by which other public agencies may request services for the benefit of their lands and inhabitants. WHEREAS.1he Member Anpncies 4nllcoate that fram.time to time it may be n Tessa to amend thi- AgreemegLjrdlarconp ider adding na5h� Member Agencfes, NOW, THEREFORE, for and In consideration of the mu°ual promises and covenants contained herein the parties hereto agree as follows: PURPOSE 1.01 The purpose of the In.egrated Law and Justicc, Aaencv r)r Orange County (IUAOC). is to cooperate with each Member Agency in the exercise of some or all of their powers to establish a separate agency to facilitate the integration and sharing of criminal justice information /data in the manner sr t forth in this Agreement. 1.02 Each Member Agency expressly retains all rights and powers to finance, plan, develop, construct, equip, ma ntain, repair, manage, operate, and control equipment, facilities, properties, projects, and Information that It deems In its sole discre, ion to be necessary or desirable for its own information system needs, and that are authorized by the laws governing it. This Agreement shall not be Interpreted, and the ILJAOC creat.3d herein, shall not have authority to impair or control any of the Member Agencies' respective rights, powers, or title to such equipment, facilities, properties, Information, and projects, nor shall any Member Agency be required to provide additional personne, equipment, or services to the ILJAOC, which are not already a part of the Member Agency's current operational costs, or wh-ch requires them to modify their non- ILJAOC systems or services, without their consent and full cost reimbursement from other Member Agencies or other revenue sources. 1.03 Each Member Agency expressly retains all rights and powers to use other funds or fund ng sources to finance, plan, develop, construct, equip, maintain, repair, manage, operate, and control equipment and fac It as for their Information services. Nothing In this Agreement shall be construed to require a Member Agency (i) to disclose any information that the Member Agency determines, In its sole discretion, it does not have the ability or authority to disclose, or (ii) to do any act that the Member Agency determines, in Its sole discretion, is contrary to law or public policy. 1.04 The ILJAOC Is Intended to provide criminal justice and law enforcement officials who have a need and right to know, with comprehensive, timely, and accurate information about a crim nal suspect or offender, including Identity, criminal history, and current justice status. In addit+on, it is mended to* a) Allow criminal justice practitioners to maint3m legacy databases and share only information that has been agreed upon In advance by a majority vote of the Board or the individual agency affected. b) Reduce redundant document prepara'ion, data entry, transmis-;icn, and storage. c) Stnve to Identify and achieve common Interests to enhance public safety and due process. 3 d) Maint tin Ind- v,dual prvacy dght3, preserve protections agencies have for public records and promote appropriate acce, s controls and security. e) Support the development of effective criminal justice policy in keeping with the objectives of the Orange County Integrated Law & Justice Strategic Plan ( "Strategic Plan ") adopted by the Orange County Chiefs & Sheriffs Association in April 2001, and any amendments to that plan as approved by a majoWy vote of the Board. f) Strive for the compatibility of automated systems and processes among the various components of the OrarKie County Criminal Justice System. g) Acknowledge that each Member Agency is re: ponsible for internal agency security for their records, technical support, etc. h) Recognize that in order to achieve overall success, resources (personnel, software, hardware, etc.), will be shared willingly and in some cases unequally by the Member Agencies, as long as that cooperarion does not adversely Impact the mission of the sharing member. Allow the Member Agencies to work together to implement the adopted Strategic Plan (and subsequent amendments to that plan), for an Integrated Law t-- Justice System through the information sharing which will rehult from that collaborative effort. 1.05 Member Agencies are no, requ -red to seek approval from the ILJAOC to purchase, inst -A, or modi y their own (non- ILJAOC owned) equipment, services, or work performed in conjunction with any lenislabve mandate/authority granted to or required of Member Agencie° in order to carry out their respective responsibilities. Furthermore, the ILJAOC has no power or authority to control. interfere with, or InhibG, Member Agencies from conducting their own -ntemal business and/or providing their own (non- ILJAOC owned) resources or services to other entities, which may or may not be members of or served by the ILJAOC. Any changes to software or additional hardware that have been Integrated into a Member Agency's existing infrastructure as part of a requirement to implement the 4 initatves - approved by the JP4 As��q+ltaj6 C Goveminn Board; will become the sole property of that Member Agency, when without those enhancements, the agency could no longer operate their systems independent of the dPAIL AOC. 1.06 Member Agencies may modify, upgrade. or otherwise alter any of their internal systems or processes without approval of the ILJAOC, aE long as those modifications do not inhibit the exchange of offender data and systems Implemented and/or funded by the prior action of the ILJAOC. Notwiths".anding anything to the contrary herein, a Member Agency shall have no obligation to seek approval from the ILJAOC for any modification to that Member Agency's Internal systems or processes that is mandated by the State, or by any law or regulation governing the affected rMember Agency. 1.07 In gathering and sharing information, and in all other respects n performing acts related to this Agreement, the parties will comply wth all applicable laws, rules, and regulations. If CREATION OF THE INTEGRATED LAW & JUSTICE AGENCY ORANGE COUNTY 2.01 By th,s Agreement, the Member Agencies hereby create a separat{, Ilegal entty to be known as the Integrate¢ Law & Justic}j _n.-.y i7pn= Coun ("ILJAOC'). The Member Agencies may agree on a different name for the ILJAOC. 2.02 The ILJAOC shall possess In its own name and the Member Agencies delegate to It, the following enumerated powers; 3) To make and enter into contracts consistent wilh tni.. Agreement, including, but not limited to, contracts to purchase and /or d spose of supplies and equipment to carryout the 5 implementation of the Strategic Plan and any adopted amendments to that plan. b) To receive compensati on, gifts, contributions, and donations of property, funds, services, and other forms of financial assistance from persons, firms, corporations, and any governmental entity. C) To sue and be sued In its own name. d) To apply for an appropriate grant or grant- under any Federal, State, or focal programs for assistance in developing any of it.� programs or providing services to other public enbt[es. e) To appoint committees, adopt rules, regulations, policies, by- laws, and procedures governing •he operation cif the ILJAOC. f To add Member Agencies to the ILJAOC as approved by the ILJAOC Board _ _4h&--eXiG ng— I~hembeF Age Odin accordance wiih the terms cf Ihis Agreement. f)gL_ To execute agreements and resolutions consistent with the terms of this Agreement. 9)b)_ To appoint/hire officers, employees, or agents. 2.03 Said powers shall be exercised in the manner provided by California law, including, without limitation, the Ja.nt Exerc.;e of Powers provisions of Government Code section 6500, et seq., and, except as expressly set forth herein, the Treasurer /Controller shall be subject to the res:rictlons upon the manner of exercising such powers a{ are imposed upon the Member Agency whose employee or offcer is designated as the ILJAOC Tr&isurer /Controller Ipursuant to action 3.43 -12 below. The Member Agency's TreasuredController appointed by the Governing Board shall serve a minimum three -year t.�rm at the discretion o the Board, so as to minim.t_e any disruptions in carryng out h!slher responsibi ities. 2.04 Except as provided herein, the member agenoes agree that all supplies and equipment purchased by the ILJAOC shall be owned and controlled by the ILJAOC as its sole and separate property and not as property of any Member Agency. r 2.05 The ILJAOC shall operate as a separate legal en :ty and :ncur debt, separate and apart from the Member Agencies, and i t debt3, obl- gations, and liabilities areshall be its own and not that of the Member Agencies, except as specifically provided for herein. III ORGANIZATION 3.01 The membership of the ILJAOC shall be the original Member Agencies, and any additional Agencies jswhoso ..admission is unanimoushr approved -key, in accordance with the terms of this Agreement, andby the ILJAOC Governinq Board or the then-existincl MOMber Aaencles, excluding any &ub&uq-ui -emeAdFrqno% eWe, aF1 Member Agancler that hava4K3� withdrawn from the ILJAOC. 3.02 The ILJAOC shall be governed by a voting Board consisting of six (6) Member Police Chiefs, each elected for a three -year term by the Orange County Chiefs' & Sheriffs Association along with one designated ahemate, to represent those Member Agencies with Police Departments. In addition to the Police Chief representatives, other voting members of the Board will be the Sheriff, the District Attorney, Chief Probation Officer, 'hp Public Defender, one (1) representative from the County Executive's Office. who will serve at the County cf Orange CEO's pleasure, Presiding Judge of the Orange County Superior Court, the Chief Executive Officer of the 1, rage. c. Ljr ti_; �,efior Court, and three (3) City Manager representatives elected for -r,inimrtm_of.three -year terms by the Orange County City Managers Association, with at least one (1) of those representatives being from a "contract city" in the County. Each Board member, or in the absence of a Board member, an alternate designated in advance by each said Board Member, shall have one vote on all matters before the Board. Such alternate members may be replaced from time —to —time at the appointing Board Member's discretion. All Board Members may be removed w!'hout cause by their respective appointing authonties. 7 3.03 Each voting Board member shall hold office until a successor is— - 1Formarted: indent Left: 0", First line: o.s° I selected, elected, hired or {appointed as Me ease FRay be under the powers of this Agreement and each Member Agency. The term of a Board member or aliemate (both voting and non - voting) who is a public official or employee of a Member Agency shall terminate upon such Board Membe- leaving h s or her posl!ion with the Member Agency. The vacancy of such a member who has left his or her pos -ton shall au!GmMjGail� be filed by selection, election, or appointment --as-t� -anal; according to the selection process adopted by ,his Agreement and the Member Agency whose represeni-it:ve has left his or her position. 5.04 Board members and alts -nates shall not receive compensation for ther service on the ILJAOC Bo. 3rd, bm may be rembursed by the ILJAOC for reasonable expenses incurreC In conducting the business of the ILJAOC, as provided in th,s Agreement, when the expenses are not paid or reimbursed by IM&Ii6� employing Member Agencies. 3.05 The principal office of the ILJAOC shall be established by the Board and shall be located within the County of Orange. The Board may change the principal office from one locaton to another within the County of Orange. Any change of address shall be noted by the Board but shall not be considered an amendment I.-) this Agreement. 3.06 The Board shall meet at a locat.on as may be designated by the Board. The kme and place of regular meet ngs of the Board shall be determined by resolution adopted by the Board. A copy of such resolution shall be fumi6hed to the Member Agencies. All meeting{ of the Board, .ncluding regular, adjourned, and special meetings, shall be called and held n a manner as provided in the Ralph M. Brown Act, Chapter 9, Division 2, Title 5 of the Califom a Government Code commencing with section 54950 et seq., as amended. 3.07 All of the powers and authority of the ILJAOC shall be exercised by the Board unless specifically delegated.. to the extent permitted by law or reserved a to the Member Agencies under this Agreement. Unless olherw!se provided herein, each. •. Board Member shall be entitled to one (1) vole. Except as otherwi ae provided herein, a majority of the full voiinc membersh -p of the Board or their aftemate present at a property noticed meeting, shall constitute a quorum for purposes of transacting business. A majority vote of that quorum may adopt any motion, resolution, or order and take any other action appropriate to carry forward the objectves of the ILJAOC pursuant to thl{ Agreement, with the exception of the adoption of the budget or other appropriations In excess of the adopted budget as outlined in Section 4.04 of this a , - - - a two - thirds majority of the entire w:11jqg membership or their altemates Is required for approval. 3.08 The Board shall designate a recording secratary to establish, distribute, and post agenda notices as required by law, keep the minutes of all open meetings of the Board, and cause a copy of : -uch minutes to be forwarded to each Member Agency within a reasonable time after each meeting. 3.09 The Board may adopt fFom timB ie time -policies, rules, and regulations for the conduct of its administrative affairs and that of the ILJAOC as maybe required and": � •- : consistent with this Agreement. 3.10 Where this Agreement requires an approval of a resolution idinanc, by any Member Agencies in any mater, the approval shall be evidenced by a cart fled copy of the resolution or ordinance of the govem :ng body of such Member Agency filed with the I WAOC. It shall be the responsibility of the Board to provide certified copies of sa d actions. 3.11 On an annual bw-is, the Board shall elect two Board members to act as Chair and Vice -Char of the Agency for the purpose of conducting the Board meetings and performing other duties a:, required. The Vice -Chair may carry out all the duties of the Chair in h.smer absence. 3.12 The Board shall appoint an officer or employee of a Member Agency to hold the offices of Trea ,,urer and Controller (7rea.,urer /Controller"), whose 9 dut as shall be in conformance with Government Code sections 6505 and 6505.7 and whose salary, if any, shall be established by the Board. The Treasurer /Controller shall also administer all contract:, subsequent to the Board'a approval and shall contract with a certi'ied public accountant to make an annuai audit of the accounts and records of the ILJAOC as provided in Government Code section 6505. The i-nnual audit shall be submitr,�d to the Board and each Member Agency when completed. The budget, covering a budget cycle set by the Board, shall be prepared by the Treasurer /Controller for the approval by the Board. The ILJAOC's investment policies shall be the policie:� of the Member Agency of the Treasurer/Controller as those may be modified by the Board of the ILJAOC. The cost of the TreasurerlController .n carrying out his/her duties, includng, with limitati on, any outside professional services, shall be reimbursed by the ILJAOC. 3.1". The Board shall have the power to appoint/hire add- Rional officers, employees, or agents. Any officer, employee, or agent of the ILJAOC who is an officer employee, or agent of any of the Member Agencies will coninue to be subject to the Member Agency's personnel system. However, the ILJAOC may hire employee4 Fhat are subject to the personnel :ys;em c., the ILJAOC and {jaid Iemployees 11 not be con sidernd_employees of any Member Agency. Any person from any Member Agency appointed by the Board to fulrrll a staff position with the ILJAOC shall possess appropriate qualr is itions to cant' out h s or hL-r responsibilities. 3.14 The City Attorneys County Coun ;el or their Deputes of the Member Agencies may generally serve as counsel to the ILJAOC, to the extent agreed to by the re-, pecbve Member Agency and perm!tted by such waivers of conflicts of intere A to authorize such representation a may be executed by such Member Agency and the ILJAOC Board. The specific and ongoing duties of legal counsel to the ILJAOC may be rd:fted no le {•s than annually; however, preferably for a term consKtent with the TreasurerlController appointment and shall be on a voluntary basis. The as-ignment of one of those ndividuals to perform the required duties shall be solicited from the legal cou-ksels of the Member Agencies, and Is subject to the final approval of the ILJAOC Board. 10 3.15 The officers of the ILJAOC Board shall perform all duties customary and appropriate to their respective offices and; a) After approval by the ILJAOC Board, the ppasiding effiaeFSeard C:haii shall sign all contracts on behalf of the ILJAOC Board. b) The secretary shall perform such duties as assigned by the Board and shall keep minutes of the Board meetings. c) The Treasurer/Controller shall be bonded in the amount to be determined by the Board and the bond fee shall be paid by the ILJAOC. The Treasurer/Controller shall perform the duties as set forth in Sastions 3.12, 4.92, 4.93, and 4 31this Agreement. 3.18 The Board may appoint z. -RFej ^^ "bran A cctiye 1irector by contract or otherwise to oversee day - to-day operations of the ILJAOC. The It rc est Aan&Wgxecutive Dlrechv shall manage the dally operations or the ILJAOC and supervision of any other ILJAOC employees. 3.17 All of the pnvileges and immun;t,es from liability, exemption from laws, ordinances and rules, all relief, pen- ion, d:sability, worker's compensation, and other benefits which apply to the activities or om ssions of officials, officers, employees, volunteers, or agents of any of the Member Agencies when performing their respective functions for their respective Member Agency shall apply to such person(s) to the same degree and extent while they are assigned to the ILJAOC to perform and are performing any of the functions and other duties of the ILJAOC pursuant to authority grant,:d by th s Agreement. None of the officials, officers, agents, volunteers, or employees of a Member Agency appointed to the Board or performing services at the direction of the ILJAOC shall be deemed by reason of their appo-ntment or service to be employed by any of the other Member Agencies or the ILJAOC or be subject to any of the requ; rements of the other Member Agencies. W IV BUDGET AND DISBURSEMENTS 4.01 The Board shall adopt a budget for the ensuing fiscal year(s) pursuant to procedures developed by the Board. At the conclusion of each fiscal year, the Treasurer /Controller shall make a report to the Board regarding the excess or deficiency of revenues over (or under) expenditures. Such report shall Include "budget to actual" comparisons based upon the previously adopted budget. Upon receipt of the report, the Boare. shall determine what extent, -f any, unexpended budgetary appropriations shall be re- appropriated or whether any excess of revenues over expenditures shall be allocated or expended. 4.02 The Treasurer /Controller shall draw warrants upon the approval and written order of the Board or the Board's F4oiect - anager:Bxeml -ive Dire DIDr. The Board shall requisiton the payment of funds only upon approval of such claims or disbursements and such requisition for payment in accordance with rules, regulations, policies, procedures, and by -laws adopted by the Board. 4.03 All funds received by the Treasurer/Controller for services provided by the ILJAOC, will be placed in object accounts, and the receipt, transfer, or disbursement of such funds during the term of this Agreement shall be accounted for in accordance wth generally accepted accounting principles applicable to government-31 ent&es. There shall be strict accountability of all funds. All revenues and expenditures shall be reportod to the Board on a quarterly ba63, unless otherwise required by the Board. 4.04 All expenditures within the approved budget shall be made upon the approval of the Treasurer/Controller in accordance with the rules, policies., and procedures adopted by the Board. No expenditure In excess of thm,e budgeted shall be made without the two4hi rds majority approval of the ant re IBoard and the budget shall thereafter be revrsed and amended. 4.05 The records and account-3 of the ILJAOC shall be audited annually by an Independent cert-fied public accountant and any cost of tine audit shall be 12 paid by the ILJAOC. The minimum requirements shall be those prescribed by the State Controller under California Government Code section 26909 and in conformance with generally accepted auditing standards. Copies of such audit report shall be filed with each Member Agency no later than fifteen (15) days after receipt of said audit by the Board. 4.06 The Member Agencies have agreed by resolution through their respecbve Governing Authorities to fund on a shared basis, the co:.:s of the ILJAOC operations, and capital in excess of any grant funds, through annual budget appropriations. Each Member Agency's agreement to provide 4 -uch funds in fiscal years after the fiscal year in wh-ch Liisthe original I UAQQ Joint Powers Agreement ! -.,was executad, is contingent upon appropriation by the governing body of that Member Agency of sufficient funds for that purpose. The subject resolutions shall not liml! the authority of each Member Agency to cease appropriations for the ILJAOC operations as determined by their respective Governing Authorities, provided, however, that a decision to cease appropriations shall be subjec± to the terms of Section 6.02 below. In addition, where the ILJAOC has an obligation under the terms of this IagFee tAgreemont to reimburse a Member Agency for providing personnel, equipment, and/or services to the ILJAOC, the Member Agency providing such personnel, equ pment, and /or services may waive its right to reimbursement. When a Member Agency incurs costs eligible for reimbursement under the terms of this agreement, those costs shall include only those which are not part of the Member Agency's pre- existing Infrastructure/operation prior to the effective date of this Agreement. They also shall not include overhead charges. Costs for the ILJAOC operations referenced in accordance with Section 4.06 shall be shared as follows: a) Member Agencies with Municipal Police Departments and the 0 nqe County Sheriffs Department which serves the unincorporated area of the County as well as their "contract cities' asp; shall be determined on a per capita served basis a. . with tiro combined Iota, amount not to exceed 80%T% of total cns #s, 13 lb) County of Orange; an amount not to exceed 1 of total ro-;t!; - c) The Superior Court of California, County of Orange; an amount not to exceed 5" % of !Dial costs. d) The University of California Police Department; an amount not to exceed -75% of total costs. e Califamia Slate University, Fullerton Police Department an amount not tD exceed 0.75% of total costs. 4.07 The Member Agencies acknowledge and agree that the ILJAOC will act as a conduit for the management, direction, and provision of integrated services to the Member Agencies and to other public agencies that contract with ILJAOC for such services. 4,08 Based on Information provided by the - 2ejae! M FageflExectifive -, irectcr or other designated Feff eseFi6a erppLpsentatives of the ILJAOC, the Treasurer /Controller shall keep a wotten account of any services provided to other public agencies by the ILJAOC. All revenues received from other public agencies contracting or receiving services from the ILJAOC for services shall be used to offset the costs incurred by the ILJAOC. The Governing Board shall determine whether those funds shall be placed #n a Capital Re: erve or of herwise allocated :n the Ageney4sILJAOUs Budget and /or projected cost} to Member Agencies. 4.09 In establishmg rates for services to ion -Mernt er Agency public agencies, the Board shall assure that the contracts for such services provide for the reimbursement of the actual expenses of providing all services of the ILJAOC, including insurance coverage for the ILJAOC's per4;onnel and equipment. Payment for the ILJAOC services by contracting public agencies shall be made on a monthly basis, or no less frequently than on a quarterly ba,- k (unless paid in advance) to the Treasurer /Controller of the ILJAOC. The Treasurer /Controller shall provide a written t#lyguarterly account to the Board of all revenue,, and expenses of the ILJAOC services to other public agencies. 14 4.10 The ILJAOC budget shall Include the provision for a Capital Replacement fund that will provide for, among other things, the replacement of the equipment owned and operated by the ILJAOC. The ILJAOC Board annually shall recommend to the Member Agencies amounts needed for Capital Replacement. The amount of the provision for Capital Replacement in each ILJAOC annual budget will depend on the amounts appropriated by the Member Agencies for such purposes during each fiscal year. Said funds shall be transferred to the ILJAOC monthly by the Member Agencies for dF posit in the I LJAOC's Capital Replacement fund. The ac! uai purchase of new equipment and disposal of unneeded equipment shall be done whenever determined appropriate and justified by the Board. 4.11 All revenues derived from service contracts with other public agencies shall be maintained in a separate revenue account for the ILJAOC. The Treasurer /Controller shall be responsible for accounting for all such revenue. The Board shall be responsible for determining the appropriate allocation of such funds as part of the budget adop!!on process. 15 V LIABILITIES 5.01 Except as provided in Section 8.05. , the ILJAOC and the Member Agencies agree, to the extent allowec by law, that the Member Agencies shall be fully protected from any loss, injury liability, damage, clam, lawsuit, cost, or expense arising out of, or in any way related to, the performance of this Agreement by the ILJAOC. Accordingly, the provisions of th-s Agreement should be broadly construed in favor of protection for the Member Agencies and Interpreted to provide the fullest possible protection to the Member Agencies and Member Agency's officials, officers, agents, volunteers, and employees_ ILJAOC acknowledges that the Member Agencies would not have entered into this Agreement in the absence of the commitments of the ILJAOC as specified in this Article V. 5.02 The Member Agencies acknowledge that each Member Agency may be assigning Its own personnel to a cooperative pool of personnel to provide service to the ILJAOC. The ILJAOC shall be solely responsible for and retain all debts, liabilities, and other obligations for all activities of the ILJAOC, and shall maintain sufficient Insurance coverage in effect at all times to cover any such claim, loss, liability, or obligation, as recommended by the ILJAOC Risk Manager and approved by the Board. 5.03 Except as provided !n Section 8.05, the ILJAOC shall protect, defend, indemnify, and hold free and harmless the Member Agencies and their respective elected and apponted boards, officials, officers, agenta, volunteers, and employees from and against any and all liabilities, damages, loss, cos, claims expenses, actons, or proceedings of any kind or nature caused by ILJAOC employees or employees of Member Agencies who are performing ILJAOC functions, including, but not by way of I mitabon, injury or death of any person, injury or damage to any property, including consequential damages and attorney's fees and costs, resulting or ansing out of or in any way connected with the negligent acts or failure to act in the course and scope of carrying out their responsibilities In the performance of their duties to the ILJAOC. In addition, and 16 wlthout limiting the foregoing indemnification obligation_ e_ xcetf - 'f Sedlon 5.041 the ILJAOC will maintain sufficient insurance coverage In effect at all times as recommended by their Risk Manager, to cover any such damage claim, loss, cost, expense, action, proceeding, lability, or obligation. 5.04 Any contract with a non - member public agency ( "non Member IAgency ") receiving services Ffrom the ILJOAC shall Include a mutual indemnif cation provision wherein the non Member Agency and the ILJAOC shall mutually agree to defend and indemnify the other In an amount equal to tis proportionate share of liability on a comparative fault basis. The Icontract shall also provide . 1) That -AgThe indemnity obligation shall exist with respect to any claim, loss, liability, damage, lawsuit, casi, or expense that arises out of, or is In any way related to, the performance of services pursuant to the contract; and 2) The obligaton of the non Member Agency and the ILJAOC pursuant to the Indemnification provision +null extend, wthout limitation, to an Injury, death, loss, or damage which occurs in the performance of the contract and that is sustained by any third party, any agent, or contractor of the non Member Agency or Ihe ILJAOC. Notwithstandinct the foregoing, in situations where a non - Member Agency lacks the authority to enter into an acreement containing_ the specific terms specified above In This Section 5.04 the ILJAOC may enter into an agreement without uch terms or Including only somn of !hose terms only after (11 a finding by and afFirmallve vola of _ a_two-thirds majority of all voting Board members, or their alternates that ifte risk of entOng Into such an agreement Is outweighed by the benefit to be obtained by entering into the agreement, and (2) a determination by the ILJAOC's Risk Manacer that insurance_provisions applicable to the anrcamcnt are adeeuate given the specific risks presented. 5.05 Member Agencies shall be responsible for the continued provis7on of worker's compensation coverage for the officers or employees of the Member Agencies that are assigned to provide services to the ILJAOC andlor serve as officers or employees of the ILJAOC. In this regard, each Member Agency shall defend, indemnify, and hold harmless the ILJAOC and any other Member Agencies, and their respective officials officers, employee:, contractors, agent 3, 17 and representatives with respect to any claim, loss, liability, damage, lawsu +t, cost, or expense, InVuding attorney's fees and costs, that arises out of, or is In any way related, to any industrial /worker compensation Injury sustained by an officer or employer of the indemnifying Member Agency during the performance of service to the ILJAOC or the other Member Agencies under this Agreement. 5.06 ILJAOC shall employ the princple3 of sound n „k management in Its operations. Risks of loss shall be dent :fled, evaluated, and treated in a manner that protects the ILJAOC and each Member Agency from adverse financial consequences. This may be accompl,shed In part through the purchase of appropriate commercial insurance. The Risk Manager, or his/her designee, of one Member Agency shall be designated by the Board, with the consent of ,he Member Agency, as the ” ILJAOC Risk Manager" and shall act in an adv -sory capacity to the ILJAOC Board to provide guidance in the area of risk management, loss control, insurance procurement, and claims management. 6hcui0 ..a Member Agency Rlsk Manager not be available to serve the ILJAOC the Board may desE na e someone who has rnmparable exnerisnce to serve in that capacity._The ILJAOC Risk Manager will be responsible for maintaining the original insurance policies and other risk management and Insurance documents. During the term of this Agreement, the ILJAOC shall purchase and maintain sufficient amounts of commercial insurance coverage at the equally shared cost to the Member Agencies. The types, limits, retent;on levels_ deduct +bies, policy forms, and carriers providing the above required 'insurance coverage's shall be recommended by the ILJAOC Risk Manager to the Board for Iits approval, consistent with this a€FaeAareement. Vi ADMISSION AND WITHDRAWAL OF PARTIES KA 6.01 Additional public agencies may become Member Agencies of the iLJAOC upon such terms and conditions as are determined by the Board, and upon the unanimous consent of the ILJACC G_oveming_Board, so long as such addition {s) are nct proLecgt d to iricreasp costs to existing Member Agencies- Upon apj=val by the ILJ O in Board a written amendment to this A reemerit shall he executed by aU of the i9xistinq Member Agencies, as well as the additional Member Agency. _Should increased costs to existinq Member Agencies be anticipated due to t€je adtiitign of a.riew public agency, unanimous anorovai must be received from the.coveminq_bodies of the existin4_Mvmber Agencies, as evidenced by approval of resolutionaAerefere and the execution of a written amendment to this Agreement by all of the Member Agencies, including the additional Member Agency. 6.02 Member Agencies have the right to withdraw from the ILJAOC. ISuch withdrawals, either voluntarily or involuntarily, shall be cond- tioned as follows: a) Involuntary withdrawal shall mean those circumstances where a Member Agency must withdraw due to fiscal or budgetary impact of that Member Agency that results in the discontinuance or reduction of the funding for personnel, services, or equipment by that Member Agency. b) In the case of a voluntary withdrawal, written notice shall be given one hundred eighty (180) days prior to the end of a fiscal year except that such notice requirement may be shortened (1) by unanimous approval of 'he Board members present at the meeting at which the Board considers shortening the notice requirement or (ii) upon breach of this Agreement by the IUAOC or any Member Agency, in which case the withdrawing Member Agency may withdraw effective at any time. c) Neither voluntary nor involunUry withdrawal shall relieve the withdrawing Member Agency of -ts obligations for its proportionate share of any debt-5 or other liabilities incurred �f. by the 1LJA0C prior to the effective date of the Member Agency's withdrawal (with the exception of new purchases of capital equipment after the date of the Member Agency s not ce of withdrawal), nor any liabifties impoEed upon or incurred by the Member Agency pursuant to this Agreement prior to the effective date of the Member Agryncy':, withdrawal. d) The withdrawing Member Agency shall retain all rights and claims relating to revenues received by the ILJAOC during the time period that the Member Agency provsded personnel, services, or equipment under the ILJAOC direction. e) The withdrawing Member Agency shall be entitled to remove Its personnel and any equlpmrmt whose title was not transferred in writing to the ILJAOC from the posse= t,Ion and control of the ILJAOC, regardless of the impact on the ILJAOC or Its continued opera ;ion. The withdraw - -ig Member Agency may also recover any other equipment no longer needed by the ILJAOC, includinc: equipment it previously transferred to the ILJAOC, according to the terms and conditions determined by the Board in its sole discretion to be fair and equitable. The ILJAOC Board may choose to exempt a Member Agency from any of the listed conditions, but may not impose any conditions other than triose lisiHd. VII TERMINATION AND DISPOSITION OF ASSETS 7.01 The ILJAOC shall continue to exist and exercise the powers herein until this Agreement is terminated by a vote of two- thirds of the entire Board; provided, however, that no termination shall be complete and final unt., the ILJAOC has sat;sfactodly disposed of all fin�nc+al obl gations and claims, d-t.tributed all assets, and performed all other functions deemed nece!- :sary by the Board to conclude the affa+rs of the ILJAOC. ..2o 7.02 Termination shall occur upon: a) The wrlIten consent of all Member Agencies; or b) Upon the withdrawal from the ILJAOC of a sufficient number of the Member Agencies that results in a lack of effectiveness as determined by a two - thirds vote of the remaining Board Members, and c) Full satisfaction of all outstanding financial obligatlons of the ILJAOQ and d) All other contractual obligations of the ILJAOC have been satisfied. 7.03 In the event of the termination of this Agreement, any funds remain ng following the dizzharge of all obligations shall be disposed of by returning to each current Member Agency of the ILJAOC immediately prior to the termination of this Agreement, a share of such funds proportionate to the contribution made to the ILJAOC by said Member Agency, to the extent determined by the Board in Its sole discretion to be fair and equitable. I7.04 Notwithstanding any other provisions of thethis Agreement, the Member Agencies agree to abide by the following procedure for sell ng of Iequipment in the event thethis Agreement is terminated. The equipment shall be given a fair market value by an appraiser agreed upon by the Board. Before the equipment is sold on the open market, the Member Agencies each shall have the right to purchase the equipment at a price and under terms as agreed upon by the Board_ which may include a financing arrangemen, for the purchaser to allow for a transition period after the termination of this Agreement. If an agreement cannot be reached concerning a purchase of the equipment, then it shall be sold on the open market. Proceeds from the sale of equipment upon termination of the Agreement shall be distributed to the Member Agencies In a manner consisten' with the cost- sharing format outlined in Paragraph 4.06 (a), (b), and (c) of this Agreement, and any modifications to that formula adopted by the Board. 21 Vlll MISCELLANEOUS 8.01 Amendments. —�+s Except as a�hen+vise Specified in this Agreement. ihi Agreement may be amended with the unanimous approval of all Member Agencies; provided, however, that no amendment may be made thy+' would adversely affect the interests of the owners of bonds, letters of crec it, or other financial obligations of the ILJAOC. 8.02 Navies. Any notice or instrument required to be given or delivered by deposit ng the same in any Un-led States Post Office, registered or certified, postage prepaid, addressed to the Member Agencies, shall be deeme.'. to have been received by the Member Agency to whom the same :s addressed at the expiration of five (5) days after depostr of the same in the United Sta °es Pos- Off ce for transmission by registered or certified mail as aforesaid. 8.03 Egect've Date. This Agreement shall be effective at such time as this Agreement has been executed by the majority of the voting Member Agencies enumerated in the introduct-on of th s Amended Agreement. 8.04 Conflicts of Int r t. No official, officer or employee of the 1LJAOC or any Member Agency shall have any financial interest, direct or indirect, in the ILJAOC. Nor shall any such offcer or employee participate to any decision relating to the ILJAOC that affect3 his or her financial interests or those of a corporabon, partnership, or assoclation -n which he or she is directly or indirectly interested, In violation of any State law or regulation. 8.05 Mediation 22 a) Any controversy or claim between any Member Agencies, or between any such Member Agency or Member Agencies and the ILJAOC, with respect to the ILJAOC's operations, or to any claims, disputes, demands, differences, controversies, or misunderstandings arising under, out of, or in relation to this Agreement, shall be submitted to and determined by mediation. b) The Member Agency desiring to ;nitiate mediation shall give notice of !is intention to every other Member Agency and the ILJAOC. Such nonce shall designate such other Member Agencies as the initiating Member Agency intends to have bound by any award made therein. c) Each Member Agency involved .n the medrat on shall bear Its own legal costs, ;ncluding attorney fees. 8.06 Partiallnwilidity If any one or more of the terms, provisions, sections, promises, covenant, or conditions of this Agreement shall to any extent be adjudged Invalid, unenforceable or void for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, sections, promisr..°j, covenants and conditions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 8.07 Succe-. ors This Agreement shall be binding upon and shall inure to the beneft of the successors of the Member Agencies hereto. 8.08 A: onment A Member Agency shall not assign any rights or obligations under this Agreement without the written consent of all other Member Agencies. 8.09 E,,:,cu'ion 23 The Governing Authorities of the Member Agencies enumerated herein have each authorized execution of this Agreement, as evidenced by the authorized signatures below, respectively. 8.90. En r- Agreement This Agreement supersedes any and all other agreement} whe:h(!r oral or written, between the parties hereto with respect to the subjec matter hereof and contains all of the covenants and agreements between the parties w th respect to said matter, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or othermse, have been made by any party, or anyone acting on behatl of any party, wh ch are not embodied herein, and that any other agreement or modification of this Agreement shall be effective only if executed in writing and signed by she IUAOC and all Member Agencies. the- atfeut+ve-d to of `ms's AgFeemGW, supemedeG and �'rr+++ �k, cI IPP EMENTAI Af`RF -EME iT REGARnING RI INK gtL7 GIFC* AND; QFn IRfnrn#.� �tiCSi IF`_ATlnhlC neTtutFty D41E GOUNT"F-0 AGE AND Tut JNTEGRATF�L N Dated: CITY OF. ATTEST: Clerk of the City of 24 By: Mayor APPROVED AS TO FORM' City AttomE,y