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HomeMy WebLinkAboutReso 015-88 DRFA JPA/BylawsRESOLUTION NO. 88 - 15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN A RESOLUTION APPROVING A JOINT EXERCISE OF POWERS AGREEMENT FOR THE "DOUGHERTY REGIONAL FIRE AUTHORITY" WHEREAS, the City is authorized to enter into a joint powers agreement pursuant to California Government Code § 6500 et seq.; and WHEREAS, the City Manager has presented to the Council and recommended approval of the "Joint Exercise of Powers Agreement/Dougherty Regional Fire Authority," attached hereto as Exhibit A, and WHEREAS, the City Manager has presented to the Council proposed "Bylaws" for the Dougherty Regional Fire Authority, a copy of which are attached hereto as Exhibit B; and WHEREAS, the Council is familiar with the contents of both Exhibits A and B; NOW, THEREFORE, the Dublin City Council does hereby approve the "Joint Exercise of Powers Agreement/Dougherty Regional Fire Authority" and authorizes the Mayor to execute the Agreement. The Council further approves the "Bylaws" for the Dougherty Regional Fire Authority in concept. PASSED, APPROVED AND ADOPTED this January , 1988 . 25 th day of AYES: NOES: Councilmembers Hegarty, Moffatt, Snyder, Vonheeder and Mayor Jeffery None ABSENT: ATTEST: None JOINT EXERCISE OF POWERS AGREEMENT DOUGHERTY REGIONAL FIRS AUTHORITY THIS AGREEMENT is entered into on the effective date hereinafter set forth by and between the member agencies signatory hereto (hereinafter "Member Agencies"). WITNESSETH: W]]EREAS, Title 1, Division 7, Chapter 5 of the Government Code of the State of California authorizes said Member Agencies to enter into agreement for the joint exercise of any power common to them; and WHEREAS, said Member Agencies possess the power to provide for fire protection and suppression services within their respective jurisdictions; and WHEREAS, the jurisdictional areas of the Member Agencies are contiguous to each other, are developed to substantially the same level of density, and are susceptible to being provided with fire protection services and facilifies under common administration and management and with the same equipment, resources and personnel; and WHEREAS, the separate management and administration of each jurisdictional area by each of the respective agencies and using separate equipment, resources and personnel will result in duplication of effort, inefficiencies in administration and excessive costs, all of which, in the judgment of the agencies, can be eliminated, all to the substantial advantage and benefit of the citizens and taxpayers of both agencies, if the administration and management of the fire protection facilities and services employing common equipment, resources and personnel were to be consolidated in a single public agency; and such is the purpose of this Agreement; NOW, TEEREFORE, FOR AND IN CONSIDERATION OF TEE PREMISES, TEE MUTUAL ADVANTAGES TO BE DERIVED TEEREFROM AND IN CONSIDERATION OF THE MUTUAL COVENANTS ~EREIN CONTAINED, IT IS AGREED BY AND BETWEEN TEE PARTIES EERETO AS FOLLOWS: ARTICLE I DEFINITIONS Unless the context otherwise requires, the words and terms defined in this Article shall, for the purpose hereof, have the meaning herein specified. Section 1.1. Act. "Act" means Article 1 and Article 2 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of California. Section 1.2. Agreement. "Agreement" means this joint exercise of powers agreement. Section 1.3. Area. "Area~ and "jurisdictional area" mean thaf. larea within the corporate limits of the City of Dublin and the City of San Ramon as they now exist or may hereafter ex~t and not within the jurisdictional area of any other fire prstection district. -2- Section 1.4. Authority. "Authority" means the Dougberty Regional Fire Authority created pursuant to this Agreement. Section 1.5. Board of Directors. "Board of Directors" means the governing board of the Dougherty Regional Fire Authority referred to in Section 1.4. Section 1.6. Bond Law. "Bond Law" means Article 2 of Chapter 5, Division 7, Title 1 of the California Government Code, as now or hereafter amended, or any other law hereafter legally available for use by the Authority in the authorization and issuance of bonds to finance needed public facilities. Section 1.7. Bylaws. "Bylaws" refers to the operational and organizational directires of the joint powers of the Dougherty Regional Fire Authority. Section 1.8. Chief Executive Officer. "Chief Executive Officer" means the chair of the Management Committee. Section 1.9. Controller/Treasurer. "Controller/Treasurer" means the Financial Director and Finance Manager of the Authority having the responsibility and accountability of the Authority's funds. Section 1.10. Fire Chief. "Fire Chief" means the employee of the Authority directly responsible to the Management Committee and primarily responsible for the managerial oversight uf the operations of the Authority. Section 1.11. Fiscal Year. "Fiscal Year" means the period from July 1st to and including the following June 30th. -3- Section 1.11. Fiscal Year. "Fiscal Year" means the period from July 1st to and including the following June 30th. Section 1.12. Joint Facilities. "Joint Facilities" means all existing fire protection facilities, equipment, resources, and property to be owned, managed and operated by the Authority pursuant to Section 5.3 hereof, and, if and when acquired or constructed, any improvements and additions thereto. Section 1.13. Legislative Bodies. "Legislative Bodies" means the city councils or elected representatives of the Member Agencies of the Authority. Section 1.14. Management Committee. "Management Committee" means the City Manager of each of the Member Agencies of the Authority. Section 1.15. Member Agencies or Agency. "Member Agencies" means both public agencies signatory to this Agreement. "Member Agency" means any such party. Section 1.16. Quorum. "Quorum" means a majority of the Board of Directors, but in no case less than two (2) persons from each Member Agency, necessary to conduct business.~ Section 1.17. ~ecretary. "Secretary" means the Secretary of the Dougherty Regional Fire Authority. ARTICLE II GENERAL PROVISIONS Section 2.1. Purpose. This Agreement is made pursuant to ~h~ Act providing for the joint exercise of powers common to the Aqencies. The purpose of this Agreement is to provide for the joint exercise of powers to own, manage, operate and maintain -4- the Joint Facilities as they now exist and to implement the financing, acquiring and constructing of additions and improvements thereto and additional facilities and property and thereafter to manage, operate and maintain the Joint Facilities, as so added to and improved, all to the end that the Area is provided with more efficient and economical fire protection service, and, if necessary, to issue and repay revenue bonds of the Authority pursuant to the Bond Law. Each of the Agencies is authorized to exercise all such powers (except the power to issue and repay revenue bonds of the Authority) pursuant to its organic law and the Authority is authorized to issue and provide for the repayment of revenue bonds pursuant to the provisions of the Bond Law. Section 2.2. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the "Dougherty Regional Fire Authority", herein called the "Authority". The Authority is a public entity separate and apart from the City of Dublin and the' City of San Ramon and shall administer this Agreement. The Authority may be c6mmonly referred to as the "Dougherty Regional Fire Department". Section 2.3. Effective Date of Agreement. This Agreement shall become effective when signed and executed by both Member Agencies. Section 2.4. Operational Date of Agreement. This Agreement shall become operational on July 1, 1988, or the effective date of the Authority's contract with the Public Employees Retirement System, whichever occurs later. -5- Section 2.5 Scheduling of Transition. After the effective date of this Agreement and prior to the operational date, the Board of Directors shall adopt a schedule of performance outlining the transition of services, personnel, equipment, and capital facilities to the Authority. The Management Committee created by this Agreement shall be responsible for the implementation of said schedule of performance sufficient to meet the operational date. Section 2.6. Term. This Agreement shall be effective on the date hereof and shall continue.in effect until such time as all bonds (if any) and the interest thereon issued by the Authority under the Bond Law or the Act shall have been paid in full or provision for such payment shall have been made and thereafter until such time as the Authority and the Agencies shall have paid all sums due and owing pursuant to this Agreement or pursuant to any contract executed pursuant to this Agreement, and thereafter until terminated pursuant to Article VIII. Section 2.7. Governing Board. The Authority shall be administered by a Board of Directors consisting of six (6) members. Three (3) members shall be Council members of the City of Dublin and shall be appointed by the City Council of the City of Dublin, and three (3) members shall be Council members of the City of San Ramon and shall be appointed by the City Council of the City of San Ramon. Each City Council shall appoint an alternate Board member from the City Council who may act in the absence of a member appointed by that City Council. The Board of Directors shall be called the "Board of Directors of the -6- Dougherty Regional Fire Authority". Allvoting power of the Authority shall reside with the Board of Directors. (a) All Board members shall serve at the pleasure of the Agency that appointed such member. (b) All vacancies on the Board shall be filled by the appointing entity within thirty (30) days of the vacancy. Each Director shall cease to be a member of the Board of Directors when such member ceases to hold office as a councilmember of the appointing entity. (c) Members shall receive compensation and reimbursement for reasonable and necessary expenses incurred in performance of their duties, as provided in the Bylaws. Section 2.8. Meetings of the Board of Directors. All meetings of the Board of Directors shall be public meetings unless a specific closed session is held in accordance with the Government Code. (a) Regular Meetings. The Board of Directors ~hall provide for regular meetings at a date, time, and place fixed by resolution of the Board of Directors which shall be at least quarterly. (b) Special Meetings. Special meetings of the Board of Directors may be called in accordance with the provisions of Section 54956 of the California Government Code, for the purpose of taking immediate action for emergency measures, as necessary. -7- (c) Call, Notice, and Conduct of Meetings. All meetings of the Board of Directors, including without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of Sections 54950, et seq., of the California Government Code. Section 2.9. Required Votes; Approvals. The affirmative votes of at least two members of each Agency shall be required to take any action by the Board of Directors and less than a quorum may adjourn from time to time. Section 2.10. Voting. Each member of the Board of Directors shall have one vote. Section 2.11. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board of Directors and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board of Directors and to each Member Agency. Section 2.12. Bylaws. The Board of Directors may adopt, from time to time, such bylaws, rules, and regulations for the conduct of its meetings and affairs as are necessary for the purposes hereof. ARTICLE III ORGANIZATIONAL STRUCTURE OFFICERS AND EMPLOYEES Section 3.1. Chairperson and Vice-Chairperson. The Board of Directors shall elect a Chairperson and Vice-Chairperson from -8- among its members. The Chairperson and Vice-Chairperson.shall rotate from each Member Agency annually such that the Chairperson and Vice-Chairperson shall not be appointed from the same Member Agency. In the event of the disqualification or permanent inability to serve as the Chairperson during the year, another member from the same Agency shall be appointed Chairperson to fulfill the one-year term. (a) The Chairperson shall sign all contracts on behalf of the Authority and shall perform such other duties as may be imposed by the Board of Directors. (b) The Vice-Chairperson shall act, sign contracts, and perform all of the Chairperson's duties in the temporary absence of the Chairperson. Section 3.2. Secretary. The Chief Executive Officer shall be the Secretary to the Board and shall countersign all contracts signed by the Chairperson or Vice-Chairperson on behalf of the Authority, perform such other duties as may be imposed by the Board of Directors and cause a copy of this Agreement to be filed with the Secretary of State and the State of California pursuant to Section 6503.5 of the Act. Section 3.3. Controller/Treasurer. The Controller/Treasurer of the Authority shall be designated in the Bylaws. The Controller/Treasurer shall be the depository and shall have custody of all of the accounts, funds and money of the Authority from whatever source. The Controller/Treasurer shall have the duties and obligations set forth in Sections 6505 -9- and 6505.5 of the Joint Exercise of Powers Act of the California Government Code, and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. Section 3.4. Officers in Charge of Property. Pursuant to Section 6505.6 of the California Government Code (Joint Exercise of Powers Act), the Controller/Treasurer shall have charge of, handle, and have access to all accounts, funds, and money of the Authority and all records of the authority relating thereto; and the Secretary shall have charge of, handle, and have access to all other records of the Authority; and the Management Committee shall have charge of, handle, and have access to all physical properties of the Authority. Section 3.5. Bonding Persons Having Access to Property. From time to time, the Board of Directors may designate persons, in addition to the Secretary, Controller/Treasurer, and Management Committee, having charge of, handling, or having access to any property of the Authority. The Board of Directors shall also designate the respective amounts of the official bonds of the Secretary, Controller/Treasurer, and of the Management Committee members and such other persons pursuant to Section 6505.1 of the California Government Code (Joint Exercise of Powers Act). Section 3.6. Management. The regular management of the Authority shall be vested jointly in the Management Committee. The Board of Directors shall annually appoint a Chairperson of the Management Committee who shall be designated as the Chief -10- Executive Officer of the Authority and a Vice-Chairperson of the Management Committee who shall act in the absence of the Chief Executive Officer. The Chief Executive Officer shall be rotated annually such that the Chief Executive Officer is from the same Agency as the Chairperson of the Board. The Management Committee shall have the power: (a) To provide for the planning, design, and construction of any additions or improvements to the Joint Facilities operated by the Authority; (b) Except as otherwise provided in clause (h) of this Section, to execute any contracts for capital costs, costs of special services, equipment, materials, supplies, maintenance, or repair that involve an expenditure by the Authority within the limits and in accordance with procedures to be established by the Authority in the manner provided for local agencies pursuant to Article 7, commencing with Section 54201 of .Chapter 5 of Part 1 of Division 2 of Title 5 of the California Government Code; (c) To appoint and employ all personnel of the Authority required for maintenance and operation of the Joint Facilities, including a Fire Chief, and all other employees authorized by the Authority's budget or by the Board of Directors; (d) To retain any consultants, including labor relations consultants or certified public -11- accountants, as authorized in the Authority's budget; (e) Subject to approval of the Board of Directors, to appoint and employ all personnel of the Authority or consultants required to be employed or retained in connection with the design of any additions or improvements of the Joint Facilities or construction of new Joint Facilities; (f) To expend funds of the Authority and enter into contracts, whenever required in the combined judgment of the Management Committee, or for the immediate preservation of the public peace, health, or safety; (g) To sell any personal property of the Authority as may be provided in the Bylaws; (h) To approve demands for payments by the Authority of Five Thousand Dollars ($5,000.00), or less, which are authorized in the budget; (i) To prepare and submit to the Board of Diredtors in time for revision and adoption by it prior to March 1 of each year, the annual preliminary budget for the next succeeding Fiscal Year referred to in Section 6.1; (j) Generally, to supervise the acquisition, construction, management, maintenance, and operation of the Joint Facilities and personnel of the Authority; -12- (k) To perform such other duties as directed by the Board of Directors and report to the Board of Directors at such times and on such matters as the Board of Directors may direct. Section 3.7. Legal Advisor. The Board of Directors shall have the power to appoint the legal advisor of the Authority who shall perform such duties as may be prescribed by the Board of Directors. Section 3.8. Other Services. The Board of Directors shall have the power to appoint and employ such other consultants and independent contractors as may be necessary for the purposes of this Agreement. Section 3.9. Administrative Support. The Member Agencies hereby each agree to provide to the Authority certain administrative support functions as shall be provided in the Bylaws. These functions shall be divided among the Member Agencies so that each Member Agency provides an equal amount of support services in proportion to the other Member Agency and any inequalities in the cost of support services provide~ shall result in an adjustment to the annual "operating costs" as provided in Section 6.3. Administrative support functions shall include, but not be limited to, financial (including payroll, purchasing and risk management) and personnel (including labor relations). Section 3.10. Non-Liability of Agencies. None of the officers, agents, or employees directly employed by the Authority shall be deemed, by reason of their employment by the -13- Authority, to be employed by either Agency or, by. reason of their employment by the Authority, to be subject to any of the requirements of either Agency. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation, and other benefits which apply to the activities of the officers, agents, or employees of Member Agencies when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. ARTICLE IV POWERS OF THE AUTHORITY Section 4.1. General Powers. The Authority shall exercise in the manner herein provided the powers common to each of the Member Agencies, as provided by the laws of the State of California, and all incidental, implied, expressed, or necessary powers for the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.4. A~ provided in the California Government Code (commencing with Section 6500), the Authority shall be a public entity separate from the Member Agencies. The Authority shall have the power to finance, acquire, construct, manage, maintain, and operate Joint Facilities. The Authority shall have all of the powers provided in Article 2 of the Joint Exercise of Powers Act, unless specifically prohibited by this document. -14- Section 4.2. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any of the following: (a) To make and enter into contracts; (b) To employ agents or employees; (c) To acquire, construct, manage, maintain, or operate any buildings, works or improvements; (d) To acquire, hold, or dispose of property; (e) To sue and be sued in its own name; (f) To incur debts, liabilities or obligations, subject to the provisions of this Agreement, provided that no debt, liability or obligation shall constitute a debt, liability or obligation upon any Member Agency; (g) To apply for, accept, receive, and disburse grants, loans, and other aids from any agency for the United States of America or of the State of California; ~ (h) To invest any money in the treasury pursuant to Government Code Section 6505.5 that is not required for the immediate necessities.of the Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to Section 53601 of the California Government Code; -15- (i) To carry out and enforce all the provisions of this Agreement. Section 4.3. Bonds. The Authority shall have all of the powers provided in Article 2 of the Act (commencing with Section 5640), including the power to issue revenue bonds under the Bond Law. Section 4.4. Restrictions on Exercise of Powers. The power of the Authority shall be exercised in the manner provided in the California Government Code and in the Bond Law, and, except for those powers set forth in the Bond Law, shall be subject (in accordance with Section 6509 of the Joint Exercise of Powers Act) to the restrictions upon the manner of exercising such powers that are imposed upon general law cities in the State of California in the exercise of similar powers. Section 4.5. Obligations of Authority. The debts, liabilities, and obligations of the Authority shall not be the debts,. liabilities, and obligations of any Member Agency. ARTICLE V METgODS OF PROCEDURE Section 5.1. Assumption of Responsibilities by the Authority. As soon as practical after the effective date of this Agreement, the respective Member Agencies shall appoint members of the Board of Directors and alternates, and the City Managers of the Member Agencies shall give notice (in the manner required by Section 2.8) of the organizational meeting of the Board of Directors. At said meeting, the Board of Directors shall provide for its regular meetings as required by Section -16- 2.8, elect a Chairperson and Vice-Chairperson, and appoint the Chief Executive Officer, all of whom shall serve until the first regular meeting following the end of the succeeding Fiscal Year. Section 5.2. Delegation of Powers; Transfer of Records, Accounts, Funds, and Property. Each Member Agency hereby delegates to the Authority the power and duty to maintain, operate, and manage any fire protection facilities, equipment, resources, and property of each of the respective Member Agencies within their territorial jurisdiction, including without limitation all fire stations, land, buildings, fire fighting equipment and emergency response equipment, and to employ the necessary personnel to do any and all other things necessary or desirable to provide continued efficient and economical fire protection services to the Member Agencies. The proper officers and employees of each of the Member Agencies shall transfer to the Secretary, Controller/Treasurer, and Management Committee of the Authority, all records, accounts, funds, and property of each of the Member Agencies which relate to the providing of fire protection services and which ale necessary or desirable to allow the Authority to function. The records, accounts, funds, and property described herein shall be further identified and defined in an inventory to be developed by the Management Committee during the period between the effective date and the operational date of this Agreement. This inventory shall be approved by the Board of Directors prior to the transfer of any such records, accounts, funds, and property. Each Member Agency agrees to execute or -17- authorize the execution of all legal documents necessary to accomplish such said transfer. Section 5.3. Joint Fire Protection Maintenance and Operation Fund. The Board of Directors shall create a joint fire protection maintenance and operation fund (herein called the "operating fund"). Upon the organization of the Board of Directors, the Authority shall assume responsibility for the maintenance and operation of the operating fund and shall pay the administrative expenses of the Authority and all maintenance and operation costs of the Joint Facilities from said fund. Each of the Member Agencies shall pay into said fund its proportionate share of the maintenance and operation costs of the Joint Facilities, computed on the bases set forth in Section 6.3 of this Agreement. Section 5.4. Capital Acquisition and Replacement Fund. The Board of Directors shall create a capital acquisition and replacement fund ("capital fund") for the purpose of creating a fund for replacement and acquisition of capital equipment and property. Each Agency shall transfer its share of the capital replacement and acquisition fund received from the Dublin-San Ramon Services District into the capital fund and shall annually pay into said.fund its proportionate share of capital replacement costs, as provided in Section 6.3. Any fire connection fees imposed for capital improvements shall be deposited in the capital fund (and shall be accounted for on the basis of origination by Member Agency) and shall be used for capital acquisitions. -18- ARTICLE VI BUDGET/COSTS MAINTENANCE AND OPERATION/OTHER COSTS Section 6.1. Annual Budget. The Board of Directors shall adopt a preliminary budget for maintenance and operation costs, capital costs, costs of special services, and bond interest and redemption expenses (if any) annually prior to March 1 of each year and shall adopt a final budget prior to June 30 of each year. The budget for Fiscal Year 1988-89 shall be approved by each Agency and provided to the Board at its organizational meeting. Section 6.2. Records and Accounts. The Authority shall cause to be kept accurate and correct books of account, showing in detail the capital costs, costs of special services and maintenance, and operation costs of the Joint Facilities, and all financial transactions of the Member Agencies relating to the Joint Facilities, which books of account shall correctly show any receipts and also any costs, expenses, or charges paid or to be paid by each of the Member Agencies. Said books and records shall be open to inspection at all times during normal business hours by any representative of a Member Agency, or by any accountant or other person authorized by a Member Agency to inspect said books or records. The Controller/Treasurer shall, in accordance with Sections 6505 and 6505.6 of the California Government Code (Joint Exercise of Powers Act), cause the books of account and other financial records of the Authority to be audited annually by an independent public accountant or certified public accountant. -19- Section 6.3. Allocation of Costs and Expenses: Generally. (a) Annual Estimate. After adoption of the preliminary budget and prior to April 1 of each l year, the Authority shall furnish to each of the Member Agencies an estimate of the total annual maintenance and operation costs, capital costs, costs of .special services, and bond interest and redemption expenses (if any). (b) Operating Costs. The proportion of annual maintenance and operation costs (referred to as "operating costs") to be borne by each Agency shall be based on the assessed valuation of all property within the jurisdictional area of each Member Agency as follows: The assessed valuation of all property within the jurisdictional area of each Member Agency, as shown on the latest assessment rolls used for distribution of taxes ("assessment rolls"), shall be added together and the percentage thereof that the total assessed value for each Member Agency bears to the whole will be the percentage of operating costs of the Authority to be borne by that Member Agency. The percentage to be used for the succeeding Fiscal Year shall be determined by the Management Committee each year prior to April 1, based on the assessment rolls for that Fiscal Year. In the event that the Management Committee is unable to -20- (c) (d) agree on the percentage for any year, the Board shall determine the percentage. As used herein, "assessed valuation" shall, in the case of property within a redevelopment area, mean the assessed valuation plus any increments in value. The percentage for Fiscal Year 1988-89 shall be determined by the Board at its first meeting and shall be based on the assessment rolls for Fiscal Year 1987'88. Capital Acquisition Costs, Costs of Special Services, Bond Expenses. Costs of acquiring new equipment or constructing new facilities, costs of special services and bond interest and redemption expenses (if any) shall be borne by each Member Agency as may be agreed by the Legislative Bodies of the two Member Agencies. At the time new equipment is purchase (with the exclusion of replacement equipment) or new facilities are constructed or real property is purchased, the Legislative Bodies shall determine the method of disposing of such assets upon termination. Capital Replacement Costs. The proportion of capital replacement costs to be borne by each Member Agency annually shall be based on the percentage for each year as determined pursuant to Section 6.3(b). -21- (e) Mello-Roos Special Tax. Either Agency or the Authority may use the proceeds of a special tax imposed pursuant to Government Code Section 53311, et seq., ("Mello-Roos Community Facilities Act of 1982") to pay for construction of a new fire station or to pay operating costs of a new fire station. Section 6.4. Payment of Costs. Beginning on the operational date of this Agreement, and monthly in advance thereafter for each Fiscal Year, each Member Agency agrees to pay the Authority its allocated share of the total estimated annual costs and expenses, as set forth in Section 6.3, subsections (a) to (d). The Authority shall submit to each of the Member Agencies a final detailed statement of the final costs and expenses for the Fiscal Year, allocated in the same manner as estimated expenses were allocated, within three (3) months after the close of each Fiscal Year, whereupon final adjustments of debits and credits shall be made by the Authority. If the amount of any allocated share of any ~ estimated item of expense due from a Member Agency was less than the final allocation of such item to such Member Agency, such Member Agency shall forthwith pay the difference to the Authority. If the amount of any allocated share of any estimated items of expense from a Member Agency was in excess of the final allocation of such item to such Member Agency, the Authority shall credit such excess to the appropriate account of such Member Agency. -22- Section 6.5. Sources of Funds. Each Member Agency shall provide the funds required to be paid by it to the Authority under this Agreement from any source of funds legally available to such Member Agency for such purpose. Section 6.6. Additional Charges to Members. Member Agencies shall be held financially responsible for direct additional costs encumbered by the Authority in the implementation of special programs, projects, and services in addition to normal fire prevention and suppression activities requested by the respective Member Agency's City Council, or city administrative staff for that specific Member Agency. ARTICLE VII OWNERSHIP; ENFORCEMENT Section 7.1 Ownership of Joint Facilities. Prior to the operational date, each Member Agency shall convey to the Authority the real and personal property described in Exhibit A hereto which real and personal property will thereafter be owned, managed and operated by the Authority. Section 7.2. Enforcement by Authority. The Authority is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific perfoEmance, necessary or permitted by law, to enforce this Agreement. ARTICLE VIII TERMINATION Section 8.1. Termination. This Agreement shall continue until terminated by a Member Agency of the Authority in the -23- manner hereinafter provided. Upon termination, any obligation of the Authority which continues following termination shall be borne by the Member Agencies based on the percentage determined pursuant to paragraph 8.3. Section 8.2. Effective Dates of Termination. Such termination shall not under any circumstances become effective until June 30, next succeeding a minimum of twelve (12) months following the giving of written notice of termination by City Council resolution to the other Member Agency's City Manager. Section 8.3. Disposition of Assets. Except as provided in Section 6.3(c), upon the termination of this Agreement, any assets acquired by the Authority during the period of its existence and still on hand and all cash reserves ("assets and cash reserves") shall be distributed to the Member Agencies in the following manner: The total amount of maintenance and operating costs paid by each Member Agency into the operating fund during the entire existence of the Authority shall be added together and the percentage which each Agency's total bears to the whole shall be determined. The assets and cash reserves shall be divided between the Agencies based on the above percentage, based on appraised value of the assets at the time of termination, provided that the real property conveyed to the Authority by each Agency, as described in Exhibit A, shall be excj~,~ded from such distribution and appraisal and shall be conveyed to each such Agency upon termination. In the event the ~g~ncies cannot agree on the distribution of assets and cash reserves, an arbitrator shall be selected by the Board to -24- determine the distribution of assets and cash reserves. If the Board cannot agree on the selection of an arbitrator, each Agency shall select an arbitrator, and the two arbitrators shall select a third, who together shall decide the manner of distribution of assets and cash reserves, on the basis of this Agreement. The arbitrator(s) may retain the services of an appraiser to assist them and the decision of the arbitrator(s) shall be final. The costs of arbitration (including appraisers' fees) shall be borne by the Agencies equally. ARTICLE IX MISCELLANEOUS Section 9.1. Section Headings. All section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing language in the section referred to or to define or limit the scope of any provision of this Agreement. Section 9.2. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. Section 9.3. Law Governing. This Agreement is made under the Constitution and laws of the State of California and is to be so.construed. Section 9.4. Amendments. (a) This Agreement may be amended at any time, except as limited by contract with bond holders, if any. (b) All amendments to the Agreement must be in writing, and must be approved by the City Councils -25- of the Member Agencies prior to becoming effective. Section 9.5. Severability. In the event any provision of this Agreement is determined to be illegal or invalid for any reason, all other provisions and articles of this Agreement shall remain in full force and effect unless and until otherwise determined. The illegality of any provision of this Agreement shall in no way affect the legality and enforceability of any other provisions of this Agreement. Section 9.6. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective Member Agencies. No Member Agency may assign any right or obligation hereunder without written consent of the other Member Agencies. Section 9.7. Notice. Notice of any Member Agency to any other Member Agency shall be given in the manner and to the addresses established in the attached Bylaws for this purpose. EXECUTION OF AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereupon duly authorized and their official sealsto be hereto affixed on the dates as shown herein. Dated: ATTEST: City Clerk, C t o Dub yor, C -26- APPROVED AS TO FORM: City Attorney, City of Dublin Dated: ATTEST: Mayor, City of San Ramon City Clerk, City of San Ramon APPROVED AS TO FORM: City Attorney, City of San Ramon -27 - BYLAWS DOUGHERTY REGIONAL FIRE AUTHORITY PREAMBLE The Dougherty Regional Fire Authority is a cooperative agency voluntarily established by its members pursuant to the Joint Exercise of Powers Act of the Government Code of the State of California for the joint and mutual operation of a centralized, consolidated system for the provision of fire protection and suppression services. The Dougherty Regional Fire Authority is sometimes hereinafter referred to as the "Authority". Pursuant to Section 1.7 of that certain agreement entitled "Joint Exercise of Powers Agreement - Dougherty Regional Fire Authority", dated January 26, 1988 (the "Agreement"), by and between the City of Dublin, California, and the City of San Ramon, California, these Bylaws were adopted by the Board of Directors for the Dougherty Regional Fire Authority by Resolution 88- adopted February , 1988. ~ ARTICLE I PRINCIPAL OFFICE SECTION 1.1. The principal office for the transaction of business of the Dougherty Regional Fire Authority is hereby fixed and located at the Fire Administration Building, 9399 Fircrest Lane, San Ramon, California 94583. ARTICLE II NOTICE SECTION 2.1. Notice from one member agency to another shall be given in writing to the addresses shown herein and shall be given in accordance with all regulations specified within the Agreement and the Bylaws thereto as to time, place, and persons to be notified. The addresses are as follows: City Manager's Office City of Dublin P. O. Box 2340 Dublin, CA 94568 City Manager's Office City of San Ramon 2222 Camino Ramon San Ramon, CA 94583-1350 Member agencies may change the address to which notices shall be sent by giving notice of such change to all other member agencies at least thirty (30) days prior to the effective date of such change. Notice to the Authority shall be given in accordance with the regulations specified for notice to the member agencies and shall be sent to the address specified herein for the member agency of which the then current Chief Executive Officer is an employee. ARTICLE III BOARD OF DIRECTORS AND OFFICERS SECTION 3.1. GENERAL. The membership, organization, term of members, voting authority, and powers of the Board shall be as set forth in the Joint Exercise of Powers Agreement. SECTION 3.2. PRESIDING OFFICERS. The Board of Directors shall be presided over by the Chairperson who shall be.a member -2- of the Board elected among its members. In the absence of the Chairperson, the Board shall be presided over by a Vice-Chairperson elected from among the members. The Chairperson and Vice-Chairperson, elected at the organizational meeting of the Authority, shall hold office from the date of the election until the first regular meeting following the end of the succeeding fiscal year. Thereafter, the Chairperson shall be rotated annually at the regular meeting of the Board in July of each year. In no event shall the Chairperson and Vice-Chairperson be from the same appointing entity. No member agency shall have the chair two consecutive years. SECTION 3.3. SECRETARY/CHIEF EXECUTIVE OFFICER. The Board of Directors shall appoint a Secretary and Chief Executive Officer in accordance with the Joint Exercise of Powers Agreement. The Secretary/Chief Executive Officer appointed at the organizational meeting of the Authority shall hold office until the regular meeting of the Board held in July next following the organizational meeting. Thereafter, the Secretary/Chief Executive Officer shall be appointed annually at the regular meeting of the Commission in July each year. The Secretary has no voting authority. The Secretary shall attend all meetings of the Board of Directors and shall cause action minutes thereof to be kept. The Secretary shall be the custodian of all resolutions or ordinances of the Board, and shall cause a record of all matters acted upon by motion of the Board to be kept and maintained. -3- The Secretary shall be the custodian of all official records and all legal documents (including contracts, deeds, and other conveyances of property interests) of the Authority. The Secretary shall be empowered to certify that copies of such resolutions, ordinances, records,and documents are true copies thereof. The Secretary shall be empowered to attest to the signature of any officer of the Authority. The Secretary shall, pursuant to resolution of the'Board duly adopted, accept all deeds, grants, or other conveyances of real property interest to the Authority. The Secretary shall perform such other duties as may be from time to time assigned by the Board of Directors. SECTION 3.4. CONTROLLER/TREASURER A. The Controller/Treasurer shall be the Finance Director from the City of San Ramon. B. The Controller/Treasurer shall have the powers and duties as set forth in Sections 6505 and 6505.5 of the Government Code, any other provision of the State Law, the Joint Exercise of Powers Agreement and these Bylaws, and any other powers and duties as may be established by the Board of Directors. There shall be strict accountability of all funds of the Authority and a report of all receipts and disbursements as required by Sections 6505 and 6505.5 of the Government Code. The Controller/Treasurer shall have no voting authority. C. The Controller/Treasurer shall give a bond in the amount of $25,000.00 for the faithful discharge of duties, with such surety or sureties as the Board of Directors shall determine. The Controller/Treasurer shall: -4- 1. Have charge and custody of and be responsible for all funds, securities and assets of the Authority; receive and give receipts for monies due and payable to the Authority from any source whatsoever, and deposit all such monies in a separate fund in the name of the Authority; 2. In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors or Management Committee. SECTION 3.5. MEETINGS. A. Regular Meetings. The Board of Directors shall hold regular meetings at least quarterly. Meetings shall be held on a date and at a time set by resolution of the Board of Directors. Regular meetings shall be held at the City Hall for the City of which the Chief Executive Officer is an employee unless properly noticed to the contrary. B. Special Meeting. Pursuant to the provisions of Section 2.8 of the Joint Powers Agreement, special meetings of the Commission may be called in accordance with the provisions of Section 54956 of the Government Code of the State of California. C. Ralph M. Brown Act. The provisions of Chapter 9, Part 1, Division 2 of Title 5 (commencing with Section 54950) of the Government Code of California, commonly known as the Ralph M. Brown Act, shall apply to the meetings of the Board of Directors. -5- D. Conduct of Meetings. Roberts Rules of Order shall govern the conduct of all meetings of the Authority. E. Minutes. The Secretary shall cause action minutes of all meetings to be kept. The Secretary shall ensure that, as soon as possible after a meeting, copies shall be forwarded to the office of the city clerk of both member agencies for distribution to the member agencies' city councils. F. Agenda. The Chief Executive Officer shall distribute an agenda to the Board members in advance of any regular meetings. G. Quorum. Pursuant to the provisions of Section 1.16 of the Joint Powers Agreement, a majority of the Board of Directors, but in no case less than two (2) persons from each member agency, shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from 'time to time. In the event that no quorum of the Board is present at a meeting, the Secretary shall adjourn such meeting. H. Vacancies. Vacancies shall be filled in accordance with Section 2.7(b) of the Joint Powers Agreement. I. Notice of Meetings. Notification of the organizational meeting of the Board of Directors shall be made publicly at the City Council meetings of the member agencies upon signature of the Joint Exercise of Powers Agreement. Notices of special meetings shall be made in accordance with Government Code Section 54956. -6- J. Legal Notices. All legal notices required by the Government Code shall be published in a newspaper of general circulation or posted according to state law. K. Staff Attendance. The Chief ExecutivesOfficer and Fire Chief or their representative shall attend all meetings. SECTION 3.6. REIMBURSEMENT FOR EXPENSES. Members of the Board of Directors shall receive reimbursement for any actual expenses incurred as members of the Board of Directors. SECTION 3.7. COMPENSATION. Members of the Board shall receive Fifty Dollars ($50.00) for attending all Board meetings and any meetings of officially designated committees established by the Board, provided no member shall receive in excess of One Hundred Fifty Dollars ($150.00) in any month. ARTICLE IV AUTHORITY MANAGEMENT SECTION 4.1. MANAGEMENT COMMITTEE. A. The policies of the Board of Directors shall be carried out by the Management Committee as established by Section 3.6 of the Joint Powers Agreement, consisting of~the city managers of the member agencies. One of the city managers shall be appointed Chairperson of the Management Committee and to Gerve as Chief Executive Officer. The'Chief Executive Officer shall be an employee of the same member agency as the then current Chairperson of the Board of Directors. B. The Management Committee shall have the authority to administer the Authority as specified in Section 3.6 of the Joint Powers Agreement. -7- C. The Management Committee shall meet from time to time as necessary to coordinate the delivery of services to the member agencies of the Authority. SECTION 4.2. TECHNICAL ADMINISTRATION. Under direction from the Management Committee, the Fire Chief shall provide the general management, direction and development of the Authority's operations and procedures on a daily basis with responsibility for all facilities, employees, and equipment, and for their respective uses. The Fire Chief shall report directly to the Chief Executive Officer. The Fire Chief shall have the authority to: -- prepare and submit recommendations as to the necessary expenditure levels for the operations of the Authority and for the delivery Of services; -- provide technical expertise to the Management Committee in planning the design and construction of any additions or improvements to the Joint Facilities ~ operated by the Authority; -- expend budgeted funds as directed'and approved by the Board of Directors; -- expend funds and enter into contracts, whenever required, for the immediate preservation of public health, safety, and welfare, provided said expenditure is for an amount less than Five Thousand Dollars ($5,000.00); -8- -- establish procedures, and corresponding agreements, for automatic aid and mutual aid; -- establish fire suppression evolutions; -- prepare periodic reports to state, county and local agencies and to the Authority as required or requested by the Management Committee; -- determine which fire protection/life safety codes are appropriate for member agencies or for the Authority; -- enforce the appropriate codes of member agencies or the Authority; -- develop and promote the adoption of uniform codes and code revisions for member agencies or the Authority; -- plan, organize, and manage a fire prevention program for member agencies, including but not limited to, review of proposed developments, code development and enforcement, facility inspections~ plan checking, public education,, fire cause identification, arson control, and hazardous materials control; -- request, and provide, automatic or mutual aid as requested or needed; -- attend meetings of the Board of Directors; -9- -- establish, coordinate, and supervise all other fire suppression and prevention duties as designated by the Management Committee. ARTICLE V ADMINISTRATIVE SUPPORT SERVICES SECTION 5.1. ADMINISTRATIVE RESPONSIBILITIES. Each member agency shall provide, at its own expense, those certain administrative support services to the Authority'as are specified herein. Any inequalities in the cost of providing support services shall result in an adjustment to annual "operating costs" as provided in Section 2.9 of the Joint Powers Agreement. Unless otherwise specified herein, the division of administrative support services shall be as follows: (a) Services to be provided by the City of Dublin -- Worker's Compensation administration; -- Administration of all employee benefit programs; -- Responsibility for employer/employee ~ relations; -- Administration of all other personnel activities. (b) Services to be provided by the City of San Ramon -- Financial services including the following: 1) Budgeting 2) Payroll 3) Billing for ambulance services and other contracts 4) Asset inventory control 5) General Accounting -10- 6) 7) 8) 9) 10) ll) Provision of documents and forms Bank account administration Investments Financial reports Audit coordination Purchasing -- Liability and property insurance administration. General Counsel legal services for the Authority shall be provided at no charge to the Authority by the City Attorney of the member agency of which the then current Chief Executive Officer is an employee. Other legal services .(such as special services for litigation) may be provided by the Authority in addition to General Counsel legal services by contract. SECTION 5.2. SERVICES TO BE PERFORMED BY JPA The Authority shall provide for facility maintenance and upkeep directly by employees of the Authority or by contract. The Authority may also retain alabor relations consultant by contract. ARTICLE VI FINANCES SECTION 6.1. FISCAL YEAR. The fiscal year of the Authority shall be the annual period commencing on July 1 and terminating the following June 30, and the annual budget of the Authority shall be based upon such fiscal year. SECTION 6.2. FINANCIAL SYSTEM. The financial system of the Authority shall be kept under the provisions as specified by the Joint Exercise of Powers Agreement, the Government Code of the State of California, Sections 6505 and 6505.5, and as specified herein. -11- SECTION 6.3. BUDGET. As stated in Section 6.1 of the Joint Exercise of Powers Agreement, a preliminary budget is to be prepared and adopted by the Board of Directors prior to March 1 of each year. The budget shall be prepared by the Fire Chief and submitted to the Management Committee for review and/or revision. The Management Committee will then submit the preliminary budget to the Board of Directors for approval. Upon approval by the Board'of Directors, each member agency will incorporate the appropriate share of the costs for the Authority into its respective budget for consideration by its respective legislative bodies. Expenditures by the Authority may not exceed the final budget without a budgetary revision by the Board of Directors and the approval of a majority of the legislative bodies of the member agencies. SECTION 6.4. PURCHASING PROCEDURES. Purchasing for the authority shall be administered by the Fire Chief, pursuant to the purchasing procedures of the City of San Ramon, and shall be authorized by the Chief Executive Officer and Controller/ Treasurer of the Authority, within budgetarK amounts. ARTICLE VII PERSONNEL SECTION 7.1. The City of Dublin shall be responsible, as part of the Administrative Support Services provided pursuant to Article V of these Bylaws, for employee recruitment, testing, hiring, training, and evaluation; the administration of any formal grievance procedure as established by memoranda of understanding; and for the establishment and administration of -12- all policies regarding employee leave and other personnel matters. ARTICLE VIII SYMBOLS SECTION 8.1. The initial identification symbols of the Authority shall be of a design approved and adopted by the Board of Directors of the Authority. Such symbols may include, but shall not be limited to, such items as logos, uniforms, identification patches, and badges. ARTICLE IX AMENDMENTS SECTION 9.1. PROCEDURES. Amendments to these Bylaws may be made from time to time by the resolution of the Board of Directors and shall be ratified by a majority of the governing bodies of the member agencies. -13 -