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Resolution No. 098561 2 3 4 5 6 7 8 w 10 11 12 13 14 15 16 17 IW:A 19 20 21 22 23 24 25 26 MR RESOLUTION NO. 9856 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF THE LOS ANGELES REGIONAL INTEROPERABLE COMMUNICATIONS SYSTEM (LA -RIGS) AUTHORITY JOINT POWERS AGREEMENT AND AUTHORIZING THE CITY'S MEMBERSHIP IN THE LA -RIGS AUTHORITY WHEREAS, the City of Vernon (the "City") is a municipality duly organized and existing under the Constitution and laws of the State of California and under the Charter of the City; and WHEREAS, pursuant to the California Government Code Section 6500 et seq., the City is authorized to enter into an agreement with one or more other public agencies to jointly exercise any power common to the contracting parties and to create an agency or entity which is separate from the parties to administer the agreement; and WHEREAS, the City recognizes the need for an area wide and interoperable communications system to better respond to regional crises and disaster -type events to enhance the safety of all residents, school children and businesses throughout the City; and WHEREAS, the City, acting independently, has limited resources to construct such a communications network providing these capabilities; and WHEREAS, the public safety community within the Los Angeles region has developed the Los Angeles Regional Interoperable Communications System ("LA-RICS"), a collaborative effort of law enforcement, fire service, health service professionals, emergency medical services, elected and appointed officials to implement a modern, integrated wireless voice and data radio communications system 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 form 18 19 20 21 22 23 24 25 M.e 27 that will allow interagency coordination and response to routine, emergency and catastrophic events within the Los Angeles region; and WHEREAS, a Joint Powers Agreement ("JPA"), intended to create the LA -RIGS Authority (the "Authority") to coordinate the county -wide radio communication system for law enforcement and fire communication, 1has been drafted; and WHEREAS, the City Council desires to become a member of the jAuthority and approve and authorize the execution of the JPA creating the Authority; and WHEREAS, the City's participation in the Authority will substantially benefit the residents and businesses in the City and will provide benefits to the Los Angeles region; and WHEREAS, the City's initial membership in the Authority will be at no cost to the City, and the City has the ability to opt -out once costs have been identified and prior to the City incurring any financial liability or commitment; and WHEREAS, the City Council does not by this resolution relinquish any of its duly constituted powers to regulate and govern its own territory, or to regulate the streets and highways within the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE: CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained-hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby finds and declares that the actions authorized hereby constitute a valid exercise of the powers of the City under the laws of the State - 2 - 1 of California and under the Charter of the City. 2 SECTION 3: The City Council of the City of Vernon hereby 3 authorizes the City's membership in the Authority and hereby approves 4 the Joint Powers Agreement to Establish the Los Angeles regional 5 Interoperable Communications System Authority, in substantially the 6 same form as the copy which is attached hereto as Exhibit A and 7 incorporated by reference. 8 SECTION 4: The City Council of the City of Vernon hereby 9 authorizes the Mayor or Mayor Pro-Tem to execute said JPA for, and on 10 behalf of, the City of Vernon and the City Clerk or Deputy City Clerk 11 is hereby authorized to attest thereto. 12 SECTION 5: The City Council of the City of Vernon hereby 13 directs the City Clerk, or her designee, to send one fully executed 14 JPA to: 15 LA -RIGS Authority 16 Attn.: Michael Thayer DELTAWRX 17 21700 Oxnard Street, Suite 530 18 Woodland Hills, CA 91367 19 SECTION 6: The City Council of the City of Vernon hereby 20 authorizes the City Administrator, or her designee, to make whatever 21 nonsubstantive, administrative and/or text changes, upon advice of 22 counsel, to the JPA. 23 SECTION 7: The City Council of the City of Vernon hereby 24 authorizes the City Administrator, or his designee, to execute any and 25 all documents as shall be required to implement and carry out the 26 purposes specified in the JPA on behalf of the City of Vernon and to 27 pe'rform such other acts and deeds as may be deemed necessary or 28 advisable to effect the purposes of the JPA and the transactions 3 - 1 herein authorized. 2 SECTION 8: The City Clerk of the City of Vernon shall 3 certify to the passage of this resolution, and thereupon and 4 thereafter the same shall be in full force and effect. 5 APPROVED AND ADOPTED this 9th day of February, 2009. 6 8 Name: Leonis Ca Malburg 9 Title: Mayor /- 10 ATTEST: 11 12 13 MAUELA GIRON, Cit Clerk 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9856, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, February 9, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (S EAL ) MANUELA GIRO ity Clerk 5 - EXHIBIT A The Los Angeles Regional I nteroperable Communications System Authority Joint Powers Agreement January 2009 LA-RICS JPA 2009-01-05 The Los Angeles Regional Interoperable Communications System Authority Joint Powers Agreement Table of Contents RECITALS.......................................................................................................................1 Article I - GENERAL PROVISIONS...................................................................:............1 1.01 Purpose...........................................................................................................1 1.02 Creation of Authority........................................................................................2 1.03 Membership in the Authority............................................................................2 1.04 Term................................................................................................................2 Article II - Board of Directors...........................................................................................3 2.01 Composition of the Board................................................................................3 2.02 Appointment of Directors.................................................................................3 2.03 Purpose of Board.............................................................................................4 2.04 Specific Responsibilities of the Board..............................................................5 2.05 Startup Responsibilities...................................................................................6 2.06 Meetings of the Board.....................................................................................7 2.07 Minutes.................................................................................................... 7 2.08 Voting.............................................................................................................7 2.09 Quorum; Required Votes; Approvals...............................................................7 Article III - OFFICERS, EMPLOYEES AND ADVISORY COMMITTEES ........................8 3.01 Chairperson, Vice -Chairperson and Secretary ................................................8 3.02 Treasurer.........................................................................................................8 3.03 Auditor.............................................................................................................9 3.04 Bonding of Persons Having Access to Property..............................................9 3.05 Other Employees.............................................................................................9 3.06 Privileges and Immunities from Liability...........................................................9 3.07 Advisory Committees.......................................................................................9 3.08 Membership of Advisory Committees............................................................10 3.09 Meetings of Advisory Committees . .......... :..................................................... 10 3.10 Officers of Advisory Committees...................................................................10 Article IV - POWERS .................. ......10 4.01 General Powers ..... .................... :................................................................... 10 4.02 Power to Issue Bonds....................................................................................10 4.03 Specific Powers.............................................................................................11 4.04 Limitation on Exercise of Powers...................................................................12 4.05 Obligations of Authority.................................................................................12 4.06 Additional Powers to be Exercised................................................................12 LA-RICS JPA 2009-01-05 The Los Angeles Regional Interoperable Communications System Authority Joint Powers Agreement Table of Contents Article V - CONTRIBUTIONS; ACCOUNTS AND REPORTS; FUNDS .........................12 5.01 Adoption of Funding Plan.............................................................................. 12 5.02 Contributions.................................................................................................. 13 5.03 Accounts and Reports...................................................................................13 5.04 Funds:........................................................................................................... 13 5.05 Sharing of Frequencies................................................................................. 14 5.06 Violations.......................................................................................................14 5.07 System Components.....................................................................................14 5.08 Adverse Impacts on System..........................................................................15 Article VI - WITHDRAWAL AND TERMINATION..........................................................15 6.01 Withdrawal by Members . ................................................... ............................ 15 6.02 Financial Liabilities of Withdrawing Members................................................16 6.03 Retention of Assets by Withdrawing Members..............................................16 6.04 Termination of Authority and Disposition of Authority Assets........................16 Article VII - MISCELLANEOUS PROVISIONS..............................................................17 7.01 Notices ..........................................................................................................17 7.02 Amendment; Addition of Members................................................................18 7.03 Fiscal Year.................:..... ..18 7.04 Consents and Approvals...............................................................................18 7.05 Amendments to Act.......................................................................................18 7.06 Enforcement of Authority...............................................................................18 7.07 Severability....................................................................................................18 7.08 Successors.............................................................................:......................19 7.09 Assignment....................................................................................................19 7.10 Governing Law..............................................................................................19 7.11 Headings....................................................................................................... 19 7.12 Counterparts..................................................................................................19 7.13 No Third Party Beneficiaries..........................................................................19 7.14 Filing of Notice of Agreement........................................................................19 7.15 Conflict of Interest Code................................................................................19 7.16 Indemnification..............................................................................................19 7.17 Dispute Resolution/Legal Proceedings...........................................................20 Exhibit A — Members LA-RICS JPA 2009-01-05 Joint Powers Agreement to Establish The Los Angeles Regional Interoperable Communications System Authority THIS JOINT POWERS AGREEMENT (the "Agreement") is made as of the Effective Date by and between the public agencies set forth in Exhibit A. Each public agency executing this Agreement shall be referred to individually as "Member," with all referred to collectively as "Members." RECITALS Whereas the Members require wide area and interoperable communications, and Members acting independently have limited resources to construct a communications network providing these capabilities; and, Whereas the Members have determined that working in concert to share radio communications resources is in the public interest, as doing so would provide the most effective and economical radio communications network for all participating public agencies; and, Whereas the Members agree that the collective goal is to evaluate, establish, and participate in a public safety radio network to meet or enhance current public safety radio communications needs of Members and to provide an architecture capable of expanding to meet future needs; and, Whereas, the Members have the authority under the Joint Exercise of Powers Act, in California Government Code Section 6500 et. seq.; (the "Act") to enter into this Agreement. NOW, THEREFORE, in consideration of the recitals and mutual obligations of the Members as herein contained, the Members agree as follows: Article I - GENERAL PROVISIONS 1.01 Purpose. This Agreement is to create an agency to exercise the powers shared in common by its Members to engage in regional and cooperative planning and coordination of governmental services to establish a wide -area interoperable public safety communications network (hereinafter referred to as the "Los Angeles Regional Interoperable Communications System", "LA-RICS", or the "System"). As part of this LA-RICS JPA 2009-01-05 Page 1 (((.-tab LA-RICS Joint Powers Agreement purpose, Members will seek to meet or enhance the current public safety communications needs with a System capable of expanding to meet future needs; develop funding mechanisms; and resolve technical and operational issues in the development and management of the System. Such purposes are to be accomplished and said common power exercised in the manner hereinafter set forth. 1.02 Creation of Authority. Pursuant to the Act, the Members hereby create a public entity to be known as the "Los Angeles Regional Interoperable Communications System Authority" (hereinafter, the "Authority"). The Authority shall be a public entity separate and apart from the Members who shall administer this Agreement. The jurisdiction of the Authority shall be all territory within the geographic boundaries of the Members; however the Authority may undertake any action outside such geographic boundaries as is necessary and incidental to the accomplishment of its purpose. 1.03 Membership in the Authority. Participation in the Authority is limited to public agencies, as defined by the Act, in the greater Los Angeles area that have approved and executed this Agreement, and contributed resources of any kind toward the construction and/or on -going operation of the System (including, but not limited to financial, personnel, frequency, equipment, radio site, real estate or other resources), as approved by the Board of Directors. 1.04 Term. This Agreement shall become effective, and the Authority shall come into existence, when each of the following occurs (the "Effective Date"): (a) The Agreement is authorized and executed by the City of Los Angeles and the County of Los Angeles; and (b) Forty-five days has `elapsed after the authorization and execution of the Agreement by both the City of Los Angeles and County of Los Angeles. Prior to the Effective Date, public agencies may become Members of the Authority, without Board approval, by adoption and execution of this Agreement. After the Effective Date, membership is subject to approval by the Board as set forth in Section 7.02(a) of this document. LA-RICS JPA 2009-01-05 Page 2 Joint Powers Agreement `', LA -RICE Article If - Board of Directors. 2.01 Composition of the Board The Authority shall be administered by a Board of Directors (the "Board") consisting of a minimum of eight (8) Directors and not more than seventeen (17) Directors identified by the following appointing authorities: 1. The City of Los Angeles City Administrative Officer 2. The City of Los Angeles Fire Chief 3. The City of Los Angeles Police Chief 4. The City of Los Angeles Chief Legislative Analyst 5. The County of Los Angeles Chief Executive Officer 6. The County of Los Angeles Fire Chief 7. The Sheriff of Los Angeles County 8. The County of Los Angeles Department of Health Services Director 9. The Los Angeles Unified School District Police Chief 10. The City of Long Beach 11. The Los Angeles Area Fire Chiefs Association 12. The Los Angeles County Police Chiefs Association. 13. The California Contract Cities Association 14. At Large 15. At Large 16. At Large 17. At Large 2.02 Appointment of Directors (a) Each of the officials listed in 1 through 9 above may appoint one Director and one Alternate Director to the Board when the agency such official represents becomes a Member. (b) The City of Long Beach may appoint one Director and one Alternate Director to the Board when the City of Long Beach becomes a Member. (c) Each of the Associations listed in 11 and 12 above may appoint one Director and one Alternate Director to the Board when at least one member of their respective Association becomes a Member of the Authority. (d) The California Contract Cities Association may appoint one Director and one Alternate Director to the Board when at least one member of the Association becomes a Member of the Authority. In order to participate in the selection process, Association members must also be Members of the Authority. LA-RICS JPA 2009-01-05 Page 3 �b Joint Powers Agreement 14 III LA-RICS (e) At Large Directors and Alternate Directors shall be selected by a majority vote of Member cities, other than the Cities of Los Angeles and Long Beach, as follows: (1) One At Large Director (and one Alternate Director) must represent a Member city that operates both independent police and fire departments; (2) Two At Large Directors (and two Alternates) must represent Member cities that operate an independent police department and/or,an independent fire department; and (3) One At Large Director (and one Aiterriate Director) must represent a Member city not otherwise represented on the Board. (f) Within fifteen (15) days after the Effective Date, eligible Member cities, shall endeavor to meet and provide for the selection of the At Large Directors and Alternate Directors, and all other entities shall endeavor to appoint their Directors and Alternates. The logistics for filling the At Large Director and Alternate Director vacancies shall be provided for in the bylaws. (g) At the time of appointment and for the duration of service, Directors and Alternate Directors shall be employees or officers of Members. All Directors and Alternate Directors shall be non -elected officials, with the sole exception of the Los Angeles County Sheriff. (h) The term of office of each Director and Alternate Director shall be two years, or until a successor has been appointed. Directors and Alternate Directors may serve an unlimited number of terms. (i) No Member can hold more than one seat on the Board concurrently, except that the County of Los Angeles and the City of Los Angeles can hold the Board seats designated by the eight individuals listed in items 1 through 8 in Section 2.01. Q) An Alternate Director may act in their Director's absence and shall exercise all rights and privileges of a Director. (k) Each Director and each Alternate Director shall serve at the pleasure of the appointing authority and may be removed by the appointing authority at any time without notice. (1) Notice of any removal or appointment of a Director or Alternate Director shall be provided in writing to the Chair of the Board. 2.03 Purpose of Board. The general purpose of the Board is to: LA-RICS JPA 2009-01-05 Page 4 Joint Powers Agreement AF'' LA-RICS (a) Provide structure for administrative and fiscal oversight; (b) Identify and pursue funding sources; (c) Set policy; (d) Maximize the utilization of available resources; and (e) Oversee all Committee activities. 2.04 Specific Responsibilities of the Board. The specific responsibilities of the Board shall be as follows: (a) Identify participating entities needs and requirements; (b) Develop and implement a funding plan (the "Funding Plan") for the construction and on -going operation of a shared voice and data system; (c) Formulate and adopt the budget prior to the commencement of the fiscal year; (d) Hire necessary and sufficient staff and adopt personnel rules and regulations; (e) Adopt rules for procuring supplies, equipment and services; (f) Adopt rules for the disposal of surplus property; (g) Establish committees as necessary to ensure that the interests and concerns of each user agency are represented and to ensure operational, technical and financial issues are thoroughly researched and analyzed; (h) Provide for System implementation and monitoring; (i) Determine the most appropriate and cost effective maintenance plan for the System; (j) Provide for System maintenance; (k) Adopt and revise System operating policies and procedures, as well as technical and maintenance requirements; (1) Review and adopt recommendations regarding the establishment of System priorities and talk groups; (m) Address concerns of all System user agencies; (n) Oversee the establishment of long-range plans; LA-RICS JPA 2009-01-05 Page 5 Joint Powers Agreement INIA LA -RICE (o) Conduct and oversee System audits at intervals not to exceed three years; (p) Arrange for an annual independent fiscal audit; (q) Adopt such bylaws, rules and regulations as are necessary for the purposes hereof; provided that nothing in the bylaws, rules and regulations shall be inconsistent with this Agreement; and (r) Discharge other duties as appropriate or required by statute. 2.05 Startup Responsibilities The Authority shall have the duty to do the following within the specified timeframe or, if no time is specified, within a reasonable time: (a) To establish within three (3) months of the Effective Date of this Agreement the Advisory Committees designated in Section 3.07; (b) To use its best efforts to develop and adopt within nine (9) months of the Effective Date of this Agreement: (1) A plan specifying a means or formula for determining the timing and sequencing of construction of the System consistent with the functional specifications; and (2) A Funding Plan specifying a means or formula for funding the construction, operation and maintenance of the System; such Funding Plan shall include an allocation of costs among the Members, subscribers, and other funding sources; (c) To establish System participation pricing including start-up costs, and ongoing Subscriber/Member unit pricing to cover System operations, technical upgrades, and System replacement reserves; (d) To encourage other governmental and quasi -governmental agencies, including but not limited to, the State and Federal government, and special districts, to participate in LA -RIGS; (e) To establish policies and procedures for the voluntary transfer and/or sharing of assets from Members; (f) To retain legal counsel; and (g) To evaluate the need for, acquire and maintain necessary insurance. LA-RICS JPA 2009-01-05 Page 6 r, ANKI LA-RICS 2.06 Meetings of the Board. Joint Powers Agreement (a) Regular Meetings. The Board shall provide for its regular meetings provided, however, that at least one regular meeting shall be held quarterly. The date, hour and location of regular meetings shall be fixed by resolution of the Board and a copy of the resolution shall be transmitted to each of the Members. (b) Special Meetings. Special meetings of the Board may be called by the Chair or as provided for in the bylaws. (c) Call, Notice and Conduct of Meetings. All meetings of the Board, including without limitation, regular, adjourned regular and special meetings, shall be called noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with California Government Code section 54950). As soon as practicable, but no later than the time of posting, the Secretary shall provide notice and the agenda to each Member, Director and Alternate Director. (d) First Meeting. The first meeting of the Board shall be no sooner than fifteen (15) days after the Effective Date. 2.07 Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as soon as practicable after each meeting, cause a copy of the minutes to be made available to each Director, the Members and other parties upon request. 2.08 Voting. All voting power of the Authority shall reside in the Board. Each Director shall have one vote. An Alternate Director may participate and vote in the proceedings of the Board only in the absence of that Alternate's Director. No absentee ballot or proxy shall be permitted. 2.09 Quorum; Required Votes; Approvals. A majority of the appointed Directors shall constitute a quorum of the Board for the transaction of.business except that less than a quorum or the Secretary may adjourn meetings of the Board from time -to -time. The affirmative votes of a majority of the appointed Directors shall be required to take any action by the Board, except, two-thirds vote (or such greater vote as required by state law) of the appointed. Directors shall be required to take any action on the following: (a) Establish start-up contributions from Members; (b) Adopt a Funding Plan; LA-RICS JPA 2009-01-05 Page 7 "� Joint Powers Agreement AM% LA -RICE (c) Subject to prior approval by the passage of an authorizing ordinance or other legally sufficient action by the affected jurisdiction, levy and collect, or cause to be collected, communication impact fees on new residential, commercial, and industrial development, as authorized by local, state, and federal law; (d) Change the designation of Treasurer or Auditor of the Authority; (e) Issue bonds or other forms of debt; (f) Adopt or amend the bylaws; and (g) Subject to prior approval by the passage of an authorizing ordinanceorother legally sufficient action by the affected jurisdiction, exercise the power of eminent domain. Article III - OFFICERS, EMPLOYEES AND ADVISORY COMMITTEES 3.01 Chairperson, Vice -Chairperson and Secretary. For each fiscal year, the Board shall elect a Chairperson and Vice -Chairperson from among the Directors, and shall appoint a Secretary, who need not be a Director. In the event that the Chairperson, the Vice -Chairperson or Secretary so elected resigns from such office or his/her represented Member ceases to be a Member of the Authority, the resulting vacancy shall be filled at the next regular meeting of the Board held after such vacancy occurs or as soon as practicable thereafter. Succeeding officers shall perform the duties normal to said offices. The Chairperson shall sign all contracts on behalf of the Authority, and shall perform such other duties as may be imposed by the Board. In the absence of the Chairperson, the Vice -Chairperson shall sign contracts and perform all of the Chairperson's duties. 3.02 Treasurer. The Treasurer and Tax Collector of the County of Los Angeles shall be the Treasurer of the Authority. To the extent permitted by the Act, the Board may change, by resolution, the Treasurer of the Authority. The Treasurer shall be the depository, shall have custody of the accounts, funds and money of the Authority from whatever source, and shall have the duties and obligations set forth in the Act. For grants awarded to Members or third parties for use with the System, the Treasurer will work with the Member or third party to put in place appropriate fiscal controls to meet the grant requirements. LA-RICS JPA 2009-01-05 Page 8 ON LA-RICS Joint Powers Agreement 3.03 Auditor. The Auditor -Controller of the County of Los Angeles shall be the Auditor of the Authority. To the extent permitted by the Act, the Board may change, by resolution, the Auditor of the Authority. The Auditor shall perform the functions of auditor for the Authority and shall make or cause an independent annual audit of the accounts and records of the Authority by a certified public accountant, in compliance with the requirements of the Act and generally accepted auditing standards. 3.04 Bonding of Persons Having Access to Property. Pursuant to the Act, the Board shall designate the public officer or officers or person or persons who have charge of, handle, or have access to any property of the Authority and shall require such public officer or officers or person or persons to file an official bond in an amount to be fixed by the Board. 3.05 Other Employees. The Board shall have the power by resolution to appoint and employ such other officers, employees, consultants and independent contractors as may be necessary to carry -out the purpose of this Agreement. 3.06 Privileges and Immunities from Liability. 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 officers, agents or employees of a public agency when performing their respective functions shall apply to the officers, agents or employees of the Authority to the same degree and extent while engaged in the performance of any of the functions and other duties of such officers, agents or employees under this Agreement. None of the officers, agents or employees directly employed by the Board shall be deemed, by reason of their employment by the Board to be employed by the Members or by reason of their employment by the Board, to be subject to any of the requirements of the Members. 3.07 Advisory Committees. The Board shall establish the following Advisory committees: (a) Operations Committee — The Operations Committee's primary purpose is to review and recommend to the Board operating policies and procedures that will ensure the System resources are used efficiently to meet the needs of all Members. (b) Technical Committee — The Technical Committee's primary purpose is to review and recommend to the Board policies and procedures related to System performance, maintenance and other technical issues. LA-RICS JPA 2009-01-05 Page 9 (isk Joint Powers Agreement 46 e'PI* L4—RICS (c) Finance Committee — The Finance Committee's primary purpose is to review and recommend to the Board: (1) The Funding Plan; (2) A fiscal year budget; and (3) Financial policies and procedures to ensure equitable contributions by Members. (d) Legislative Committee — The Legislative Committee's primary purpose is to review and recommend to the Board a plan for securing funding from state and federal governments and to advise the Board on regulatory and legislative matters. 3.08 Membership of Advisory Committees. Each Director shall appoint one voting member to each Advisory Committee. 3.09 Meetings of Advisory Committees. All meetings of each Advisory Committee shall be held in accordance with the Ralph M. Brown Act. For the purposes of convening meetings and conducting business, unless otherwise provided in the bylaws, a majority of the members of the committee shall constitute a quorum for the transaction of business, except that less than a quorum or the secretary of each Advisory Committee may adjourn meetings from time -to -time. As soon as practicable, but no later than the time of posting, the Secretary of the Committee shall provide notice and the agenda to each Member, Director and Alternate Director. 3.10 Officers of Advisory Committees. Unless otherwise determined by the Board, each Advisory Committee shall choose its officers, comprised of a Chairperson, a Vice -Chairperson and a Secretary. Article IV - POWERS 4.01 General Powers. The Authority shall have the powers common to the Members and which are necessary or convenient to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.04. As provided in the Act, the Authority shall be a public entity separate from the Members. 4.02 Power to Issue Bonds. The Authority shall have all of the powers provided in Articles 2 and 4 of Chapter 5, Division 7, Title 1 of the California Government Code, including the power to issue bonds thereunder. LA-RICS JPA 2009-01-05 Page 10 Joint Powers Agreement A`"'& LA,-RICS 4.03 Specific Powers, The Authority is hereby authorized, in its own name, to perform all acts necessary for the exercise of the foregoing powers, including but not limited to, any or all of the following: (a) To make and enter into contracts, including but not limited to, agreements for the purpose of acquiring real and/or personal property, equipment, employment contracts and professional services agreements; (b) To make and enter into contracts with subscribers who desire to utilize the System for their primary radio communications and affiliates who desire to utilize the System only for mutual or automatic aid; (c) To acquire, construct, maintain, or operate telecommunications systems or service and to provide the equipment necessary to deliver public services therefrom; (d) To acquire, construct, manage, maintain or operate any building, works or improvements; (e) To acquire, hold, lease, or dispose of property; (f) To employ or engage contractors, agents, or employees; (g) To sue and be sued in its own name; (h) To apply for, receive and utilize grants and loans from federal, state or, local governments or from any other available source in order to pursue the purposes of the Authority; (i) To issue bonds and to otherwise incur debts, liabilities and obligations, provided that no such bond, debt, liability or obligation shall constitute a debt, liability or obligation to the individual respective Members; 0) To invest any money in the treasury, pursuant to the Act, which 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; and (k) To promulgate, adopt, and enforce any rules and regulations, as may be necessary and proper to implement and effectuate the terms, provisions, and purposes of this Agreement. LA-RICS. JPA 2009-01-05 Page 11 g Pla LA -ROCS 4.04 Limitation on Exercise of Powers. Joint Powers Agreement All common powers exercised by the Board shall be exercised in a manner consistent with, and subject to, the restrictions and limitations upon the exercise of such powers as are applicable to the County of Los Angeles, as may be amended from time to time. 4.05 Obligations of Authority. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the Members. In addition, pursuant to the Act, no Director shall be personally liable on the bonds or subject to any personal liability or accountability by reason of the issuance of bonds. 4.06 Additional Powers to be Exercised. In addition to those powers common to each of the Members, the Authority shall have those powers that may be conferred upon it by subsequently enacted legislation. Article V - CONTRIBUTIONS; ACCOUNTS AND REPORTS; FUNDS 5.01 Adoption of Funding Plan. It is a critical goal of the Authority to develop a Funding Plan that identifies funding sources and mechanisms, including a development schedule and phasing plan, which will permit the maximum feasible participation by Members. The Funding Plan shall be descriptive as to the contributions required from Members. Prior to committing resources for the construction of the System, a proposed Funding Plan as designated in Section 2.05(b)(2) shall be developed. In order for the Funding Plan to, be considered by the Members prior to its adoption, the Board shall distribute the proposed Funding Plan to Members pursuant to Section 7.01. The proposed Funding Plan shall be accompanied by a description of the System, and reports and studies to allow Members to determine the System capability, cost, financing and the effects on individual Members. The Board shall also designate a period, which shall be not less than 60 days, during which. Members may provide comments to the Board regarding the proposed Funding Plan. After the comment period has expired, the Board may: (a) Adopt the Funding plan as proposed; (b) Revise the Funding Plan to address some or all of the Member comments; or (c) Reconsider the Funding Plan at a later date. LA-RICS JPA 2009-01-05 Page 12 e Joint Powers Agreement A LA-RICS Notice shall be given to Members pursuant to Section 7.01 within five days of adoption of the Funding Plan. The notice shall include a copy of the adopted Funding Plan. The Board shall also designate a period, which shall be not less than 35 days after the Funding Plan is adopted, during which Members may submit written notice of immediate withdrawal from the Authority. There will be no costs for any Member that withdraws from the Authority within this time period. After the Funding Plan has been adopted, and until contracts are awarded to design and/or construct the System, if the Funding Plan is revised in a manner which will substantially increase the financial obligations of the Members, then any Member so affected will have a further right to withdraw within a period designated by the Board, which shall be not. less than 45 days after the adoption of the Revised Funding Plan. There will be no costs for any Member that withdraws from the Authority within this time period, except for obligations incurred prior to the adoption of the Revised Funding Plan. 5.02 Contributions. The Members may, in the appropriate circumstance, or when required hereunder: (a) Make contributions from their treasuries for the purposes set forth herein; (b) Make payments of public funds to defray the cost of such purposes; (c) Make advances of public funds for such purposes, such advances to be repaid as provided by written agreement; or (d) Use its personnel, equipment or property in lieu of other contributions or advances. No Member shall be required to adopt any tax, assessment, fee or charge under any circumstances. 5.03 Accounts and Reports. The Treasurer shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any trust agreement entered into with respect to the proceeds of any bonds issued by the Authority. The books and records of the Authority in the hands of the Treasurer shall be open to inspection at all reasonable times by duly appointed representatives of the Members. The Treasurer, within 180 days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Members. 5.04 Funds. The Treasurer shall receive, have custody of and/or disburse Authority funds in accordance with the laws applicable to public agencies and generally accepted LA -RIGS JPA 2009-01-05 Page 13 6�8b Joint Powers Agreement ffl'. Lip -RIGS accounting practices, and shall make the disbursements required by this Agreement in order to carry out any of the purposes of this Agreement. 5.05 Sharing of Frequencies. Members holding Federal Communication Commission (FCC) licenses to frequencies ("Licensee(s)") shall authorize the Authority to share the use of such frequencies and/or radio stations. Such use shall be in accordance with the Code of Federal Regulations, (47 CFR 90.179). Any authorization for the use of such license shall be made pursuant to a written agreement between the Member and Authority. Revoking such authorization requires Member to provide twelve (12) months advance written notice to the Authority unless otherwise identified in written agreement. Licenses shall remain primary to the Member holding the license. Only the Member is allowed to make any modifications to its license(s) on behalf of the Authority, and the Authority shall pay all associated fees. 5.06 Violations. Payment of fines and penalties imposed for operational or equipment violations shall be the responsibility of the entity committing the violation. If the entity responsible for a violation is not the FCC Licensee then the responsible entity shall pay forthwith any fines imposed upon the Licensee, as specified in the bylaws. 5.07 System Components. The System is comprised of components that include physical plant, infrastructure, frequencies, user equipment, and dispatch center equipment ( the "System Components") as described in this Section 5.07. Members shall retain ownership of System Components that they contribute to construct or operate the System, unless otherwise agreed to in writing The Authority shall retain ownership of System Components purchased by the Authority, unless otherwise agreed to in writing. (a) Physical Plant: The Physical Plant includes the following: real estate, shelters, environmental controls, antenna support structures, power systems, security systems, and other site structures. The maintenance of the Physical Plant shall be in accordance with the requirements specified by the Authority and is the responsibility of the contributing Member, unless otherwise agreed to in writing. (b) Infrastructure: Infrastructure includes the following: antenna systems, base station repeaters, diagnostic and alarm systems, microwave systems,'backhaul systems, control equipment and all other related electronic equipment and software. The Authority is responsible for the operation and maintenance of Infrastructure. (c) Frequencies: Frequencies are radio channels that have been licensed by the FCC in accordance with the Code of Federal Regulations. Licensees shall authorize LA-RICS JPA 2009-01-05 Page 14 Joint Powers Agreement Fla LA -RIGS the Authority to share the use of such frequencies and/or radio stations subject to a separate frequency sharing agreement. (d) User Equipment: User Equipment includes the following: mobile radios, portable radios, mobile data computers, radio data modems, control stations, and other related equipment. All User Equipment shall meet or exceed the minimum acceptable standards established by the Authority. In the event that any User Equipment is determined to be affecting the proper operation of the overall System as identified by the Authority, such User Equipment shall be immediately removed from service and shall not be returned to service until any deficiencies are resolved to the satisfaction of the Authority. The Authority shall maintain a list of User Equipment approved for operation on the System. Any changes to the User Equipment list shall be approved by the Authority. Such approval shall not be unreasonably withheld. (e) Dispatch Center Equipment: Dispatch Center Equipment includes the following: dispatch consoles, logging recorders, system interfaces, and other ancillary equipment. The Authority shall maintain a list of Dispatch Center Equipment approved for operation on the System. Any changes to the Dispatch Center Equipment list shall be approved by the Authority. Such approval shall not be unreasonably withheld. 5.08 Adverse Impacts on System. No Member, subscriber or affiliate shall take any action that adversely impacts the System. If the System is impacted by actions of a Member, subscriber or affiliate, the offending party shall take immediate action to return the System to its full operating state. The Authority, or its designee as set forth in the bylaws, shall make the sole determination of whether Member, subscriber or affiliate equipment or operations adversely impact the System. Article VI WITHDRAWAL AND TERMINATION 6.01 Withdrawal by Members. After the periods referred to in Section 5.01, Members may withdraw from the Authority by giving notice as follows: (a) Members who do not provide Infrastructure, Frequencies or Physical Plant to System shall provide to the Chairperson ninety (90) days advanced written notice of its intent to withdraw from the Authority; LA -RIGS JPA 2009-01-05 Page 15 66� Joint Powers Agreement ►, "A& LA-RICS (b) Members who provide Infrastructure, Frequencies or Physical Plant to System shall provide to the Chairperson twelve (12) months advanced written notice of its intent to withdraw from the Authority. 6.02 Financial Liabilities of Withdrawing Members. Except as otherwise provided in Section 5.01: (a) A withdrawing Member shall remain liable for all financial liabilities incurred during its membership in the Authority; however, the Member shall not be liable for any new financial liabilities incurred after submitting written notice to withdraw. (b) The withdrawing Member must continue to pay its share of operating costs during the ninety day or twelve month period, as applicable, after submitting its written notice of the intent to withdraw. (c) The Authority and the withdrawing Member may negotiate a buy-out agreement for early termination of membership to retire any ongoing financial obligations the Member shares with the Authority. (d) If a withdrawing Member holds a seat on the Board, that Member's participation on the Board shall immediately cease when the written notice to withdraw is submitted. 6.03 Retention of Assets by Withdrawing Members. Each Member shall hold its licenses and retain sole ownership of its licenses, including those authorized for use by the Member to the Authority. The licenses and any System Components provided by a Member to the Authority shall remain the sole asset of that Member unless otherwise negotiated. If requested by the Authority, the withdrawing Member shall consider options for the Authority's continued use of Member assets. Acceptance of any option is at the sole discretion of the withdrawing Member. In addition, the use by the Authority of the withdrawing Member's System Components shall be terminated upon the effective date of withdrawal (twelve months from initial notice), and such System Components shall remain the sole asset of the withdrawing Member, unless otherwise agreed. Such withdrawing Member shall have no interest or claim in any remaining assets of the Authority, the Board, or of any of the remaining Members. 6.04 Termination of Authority and Disposition of Authority Assets. Upon termination of this Agreement and dissolution of the Authority by all Members, and after payment of all obligations of the Authority, the Board: (a) May sell or liquidate Authority property; and LA-RICS JPA 2009-01-05 Page 16 (6 Joint Powers Agreement LA -RICE (b) Shall distribute assets, including real or personal property, in proportion to the contributions made by Members. Any System Components provided by a Member to the Authority shall remain the asset of that Member and shall not be subject to distribution under this section. Article VII - MISCELLANEOUS PROVISIONS , 7.01 Notices. Any notice required or permitted to be made hereunder shall be in writing and shall be delivered in the manner prescribed herein at the principal place of business of each party. The parties may give notice by: (a) Personal delivery; (b) E-mail; (c) U.S. Mail, first class postage prepaid; (d) "Certified" U.S. mail, postage prepaid, return receipt requested; (e) Facsimile; or (f) Any other method deemed appropriate by the Board. At any time, by providing written notice to the other parties to this Agreement, any party may change the place, facsimile number or e-mail for giving notice. All written- notices or correspondence sent in the described manner will be deemed given to a party on whichever date occurs earliest: (a) The date of personal delivery; (b) The third business day following deposit in the U.S. mail, when sent by "first class" mail; (c) The date on which the party or its agent either signed the return receipt or refused to accept delivery, as noted on the return receipt or other U.S. Postal Service form, when sent by "certified" mail; or (d) The date of transmission, when sent by e-mail or facsimile. LA -RIGS JPA 2009-01-05 Page 17 Joint Powers Agreement Pla LA-RICS 7.02 Amendment; Addition of Members. (a) In addition to the original signatories to this Agreement, other public agencies may join the Authority as a Member, subject to the provisions of Section 1.03. The addition of any Member shall become effective upon: (1) The execution on behalf of such entity of a counterpart of this Agreement and the delivery of such executed counterpart to the Board; and (2) The adoption of a resolution of the Board admitting that agency to the Authority. (b) This Agreement may only be amended by two-thirds of the Members, which must include the affirmative votes of the City of Los Angeles and the County of Los Angeles; evidenced by the execution of a written amendment to this Agreement. However, this Agreement shall not be amended; modified or otherwise revised, changed or rescinded, if such action would: (1) Materially and adversely affect either the rating of bonds issued by the Authority, or bondholders holding such bonds; or (2) Limit or reduce the obligations of the Members to make, in the aggregate, payments which are for the benefit of the owners of the bonds. 7.03 Fiscal Year. The Authority's 12-month fiscal year shall be specified in the Authority's bylaws. 7.04 Consents and Approvals. Any consents or approvals required under this Agreement shall not be unreasonably withheld. 7.05 Amendments to Act. The provisions of the Act, as it may be amended from time to time, which are required to be included in this Agreement, are hereby incorporated into this Agreement by reference. 7.06 Enforcement of Authority. The Authority is hereby authorized to take any or all legal or equitable actions,. including but not limited to injunction and specific performance, necessary or permitted by law to enforce this Agreement. 7.07 Severability. If any one or more of the terms, provisions, promises, covenants, or conditions of this Agreement were, to any extent, adjudged invalid, unenforceable, void, or voidable for LA-RICS JPA 2009-01-05 Page 18 Joint Powers Agreement rp P'� LA -RICE any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants, and conditions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 7.03 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each Member. 7.09 Assignment. No Member shall assign any rights or obligations under this Agreement without the prior written consent of the Board. 7.10 Governing Law. This Agreement is made and to be performed in the County of Los Angeles, State of California, and as such California substantive and procedural law shall apply. 7.11 Headings. The section headings herein are for convenience only and are not to be construed as modifying or governing the language of this Agreement. 7.12 Counterparts. This Agreement may be executed in counterparts. 7.13 No Third Party Beneficiaries. This Agreement and the obligations hereunder are not intended to benefit any party other than the Authority and its Members, except as expressly provided otherwise herein. No entity that is not a signatory to this Agreement shall have any rights or causes of action against any party to this Agreement as a result of that party's performance or non-performance under this Agreement, except as expressly provided otherwise herein. 7.14 Filing of Notice of Agreement. Within 30 days after the Effective Date, or amendment thereto, the Secretary shall cause to be filed with the Secretary of State the notice of Agreement required by the Act. 7.15 Conflict of Interest Code. The Board shall adopt a conflict of interest code as required by law. 7.16 Indemnification. The Authority shall defend, indemnify and hold harmless each Member (and each Member's officers, agents, and employees) from any and all liability, including but not limited to claims, losses, suits, injuries, damages, costs and expenses (including LA -RIGS JPA 2009-01-05 Page 19 Joint Powers Agreement P1, LA -RICE attorney's fees), arising from or as a result of any acts, errors or omissions of the Authority or its officers, agents or employees. 7.17 Dispute Resolution/Legal Proceedings. Disputes regarding the interpretation or application of any provision of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Members and/or the Authority. IN WITNESS WHEREOF, each Member has caused this Agreement to be executed and attested by its proper officers thereunto duly authorized, its official seals to be hereto affixed, as follows: LA-RICS JPA 2009-01-05 Page 20 At Joint Powers Agreement LA -RICE City of Vernon Authorization For Membership in the Los Angeles Regional Interoperability Communications System Authority (LA-RICS) IN WITNESS WHEREOF, the City of Vernon , by order of its City Council, has caused this Joint Powers Agreement to be executed on its behalf by the Mayor, and attested by the City Clerk, as of the date so attested below. MAYOR / MAYOR PRO-TEM ATTEST: GWr-)qLF-RK Manuela Giron, City Clerk APPROVED AS TO FORM: Jeff A. Harrison, City Attorney February 9, 2009 DATE DATE LA-RICS JPA 2009-01-05 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 February 17, 2009 LA-RICS Authority Attn: Michael Thayer DELTAWRX 21700 Oxnard Street, Suite 530 Woodland Hills, CA 91367 Re: LA-RICS Authority - Joint Powers Agreement Dear Mr. Thayer: Transmitted herewith is a fully executed joint powers agreement as referenced above, approved by City Council on February 9, 2009, through Resolution No. 9856. If you have any questions regarding this matter, please call Mr. Jeff Harrison, at (323) 583-8811 ext. 173. Very truly yours, `-�-,� e 'G o City Clerk NG:dj c: Resolution No. 9856 Agreement File No. 09-026 E-cfusivefy industrial The Los Angeles Regional Interoperable Communications System Authority Joint'Powers Agreement Table of Contents RECITALS..:..................................................................................................................1 Article i - GENERAL PROVISIONS...............................:........:........................:............1 1.01 Purpose........................................................................................................... 1 1.02 Creation of Authority......................................................................................2 1.03 Membership in the Authority..........................................................................`2 1.04 Term..............................................................................................................2 Article IL - Board of Directors..:.......................................................................................3 2.01 Composition of the Board...............................................................................3 2•02 Appointment of Directors................................................................................3 2.03 Purpose of Board............................................:..............................................4 2.04 Specific Responsibilities of the Board................:...........................................5 2.05 Startup Responsibilities...................................._............................................6 2.06 Meetings of the Board....................................................................................7 2.07 Minutes...........................................................................................................7 2.08 Voting..... ...... .: ...........................,..............,.....................,...:.......... ................ 7 2.09 Quorum; Required Votes; Approvals..............................................................7 Article III - OFFICERS, EMPLOYEES AND ADVISORY COMMITTEES ........................8 3.01 Chairperson, Vice -Chairperson and Secretary ...............................................8 3.02 Treasurer........................................................................................................8 3.03 Auditor............................................................................................................. 9 3.04 Bonding of Persons Having Access to Property..............................................9 3.05 Other Employees.................................................................................... 3.06 Privileges and Immunities from Liability...........................................................9 3.07 Advisory Committees...................................................................... .......9 3.08 Membership of Advisory Committees .......................:............... 3.09 Meetings of Advisory Committees................................................................. 10 3.10 Officers of Advisory Committees..................................................................10 Article IV -POWERS ..................................................................................................10 4.01 General Powers ......................... .................................................................... 10 4.02 Power to Issue Bonds...................................................................................10 4.03 Specific Powers...........................................................................................11 4.04 Limitation on Exercise of Powers ............ :....................................................... 12 4.05 Obligations of Authority...............................................................................12 4.06 Additional Powers to be Exercised...............................................................12 LA -RIGS JPA 2009-01-05 The Los Angeles Regional Interoperable Communications System Authority Joint Powers Agreement Table of. Contents Article V - CONTRIBUTIONS; ACCOUNTS AND REPORTS; FUNDS .........................12 5.01 Adoption of Funding Plan.............................................................................. 12 5.02 Contributions . ....................... ::..........................................................I............. 13 5.03 Accounts and Reports..................................................................................13 5.04 Funds . ...................................... .................... .................................................. 13 5.05 Sharing of Frequencies . ..................................... ........................................... 14 5.06 Violations.....................................................................................................14 5.07 System Components.....................................................................................14 5.08 Adverse Impacts on System.:..........................:............................................15 Article VI - WITHDRAWAL AND TERMINATION.........................................................15 6.01 Withdrawal by Members.............................................................................15 6.02 Financial Liabilities of Withdrawing Members................................................16 6.03 Retention of Assets by Withdrawing Members..............................................16 6.04 Termination of Authority and Disposition of Authority Assets ........................16 Article Vll -MISCELLANEOUS PROVISIONS.............................................................17 7.01 Notices..........................................................................................................17 7.02 Amendment; Addition of Members..............................................................1..18 7.03 Fiscal Year...................................................................................................... 1.8 7.04 Consents and Approvals............................................................................... 18 7.05 Amendments to Act........................................................................................ 18 7.06 Enforcement of Authority..............................................................................18 7.07 Severability......:..........................................................................................,18 7.08 Successors...................................................................................................19 7.09 Assignment.................:..................................................................................19 7.10 Governing Law........:..............._....................................:..................._............19 7.11 Headings..............:.......................................................................................19 7.12 Counterparts...............:.................................................................................19 7.13 No Third Party Beneficiaries........................................................................19 7.14 Filing of Notice of Agreement........................................................................ 19 7.15 Conflict of Interest Code...............................................................................19 7.16 Indemnification......................................................................................... 7.17 Dispute Resolution/Legal Proceedings........................................................ 20 Exhibit A— Members LA -RI CS JPA 2009-01-05 Joint Powers Agreement to Establish The Los Angeles Regional Interoperable Communications System Authority THIS JOINT POWERS AGREEMENT (the "Agreement") is made as of the Effective Date by and between the public agencies set forth in Exhibit A. Each public agency executing this Agreement shall be referred to individually as "Member," with all referred to collectively as "Members." RECITALS Whereas the Members require wide area and'interoperable communications, and Members acting independently have limited resources to construct a communications network providing these capabilities; and; Whereas the Members have determined that working in concert to share radio communications resources is in the public interest as doing so would provide the most effective and economical radio communications network for all participating public agencies; and, Whereas the Members agree that the collective goal is to evaluate, establish, and participate in a public safety radio network to meet or enhance current public safety radio communications needs of Members and to provide an architecture capable of expanding to meet future needs; and; Whereas, the Members have the authority under the Joint Exercise of Powers Act, in California Government Code Section 6500 et. seq., (the "Act") to enter into this Agreement. NOW, THEREFORE, in consideration of the recitals and mutual obligations of the Members as herein contained, the Members agree as follows: Article I - GENERAL PROVISIONS 1.01 Purpose. This Agreement is to create an agency to exercise the powers shared in common by its Members to engage in regional and cooperative planning and coordination of governmental services to establish a wide -area interoperable public safety communications network (hereinafter referred to as the "Los Angeles Regional Interoperable Communications System", "LA-RICS", or the "System"). As part of this LA-RICS JPA 2009-01-05 Page 1 (r �� Joint Powers Agreement 411 LA-RICS purpose, Members will seek to meet or enhance the current public safety communications needs with a System capable of expanding to meet future needs; develop funding mechanisms; and resolve technical and operational issues in the development and management of the System. Such purposes are to be accomplished and said common power exercised in the manner hereinafter set forth. 1.02 Creation of Authority. Pursuant to the Act, the Members hereby. create a public entity to be known as the "Los Angeles Regional Interoperable Communications System Authority" (hereinafter, the "Authority"). The Authority shall be a public entity separate and apart from the Members who shall administer this Agreement. The jurisdiction of the Authority shall be all territory within the geographic boundaries of the Members; however the Authority may undertake any action outside such geographic boundaries as is necessary and incidental to the accomplishment of its purpose. 1.03 Membership in the Authority. Participation in the Authority is limited to public agencies, as defined by the Act, in the greater Los Angeles area that have approved and executed this Agreement, and contributed resources of any kind toward the construction and/or on -going operation of the System (including, but not limited to financial, personnel, frequency, equipment, radio site, real estate or other resources), as approved by the Board of Directors. 1.04 Term. This Agreement shall become effective, and the Authority shall come into existence, when each of the following occurs (the "Effective Date"): (a) The Agreement is authorized and executed by the City of Los Angeles and the County of Los Angeles; and (b) Forty-five days has elapsed after the authorization and execution of the Agreement by both the City of Los Angeles and County of Los Angeles. Prior to the Effective Date, public agencies may become Members of the Authority, without Board approval, by adoption and execution of this Agreement. After the Effective Date, membership is subject to approval by the Board as set forth in Section 7.02(a) of this document. LA-RICS JPA 2009-01-05 Page 2 Joint Powers Agreement Article 11 Board of Directors. 2.01 Composition of the. Board The Authority shall be administered by a Board of Directors (the "Board") consisting of a minimum of eight (8) Directors and not more than seventeen (17) Directors identified by the following appointing authorities: 1. The City of Los Angeles City Administrative Officer 2. The City of Los Angeles Fire Chief 3. The City.of Los Angeles Police Chief 4. The City of Los Angeles Chief Legislative Analyst 5. The County of Los Angeles Chief Executive Officer 6. The County of Los Angeles Fire. Chief 7. The Sheriff of Los Angeles County 8. The County of Los Angeles Department of Health Services Director 9. The Los Angeles Unified School District Police Chief 10. The City of Long Beach 11. The Los Angeles Area Fire Chiefs Association 12. The Los Angeles County Police Chiefs Association 13. The California Contract Cities Association 14. At Large 15. At Large 16. At Large 17. At Large 2.02 Appointment of Directors (a) Each of the officials listed in 1 through 9 above may appoint one Director and one Alternate Director to the Board when the agency such official represents becomes a Member. (b) The City of Long Beach may appoint one Director and one Alternate Director to the Board when the City of Long Beach becomes a Member: (c) Each of the Associations listed in 11 and 12 above may appoint one Director and one Alternate Director to the Board when at least one member of their respective Association becomes a Member of the Authority. (d) The California Contract Cities Association may appoint one Director and one Alternate Director to the Board when at least one member of the Association becomes a Member of the Authority. In order to participate in the selection process, Association members must also be Members of the Authority. LA-RICS JPA 2009-01-05 Page 3 Joint Powers Agreement �� d 4 LA-RICS (e) At Large Directors and Alternate Directors shall be selected by a majority vote of Member cities, other than the Cities of Los Angeles and Long Beach, as follows: (1) One At Large Director (and one Alternate Director) must represent Member city that operates both independent police and fire departments; (2) Two At Large Directors (and two Alternates) must represent Member cities that operate an independent police department and/or an independent fire department; and (3) One At Large Director (and one Alternate Director) must represent a Member city not otherwise represented on the Board (f) Within fifteen (15) days after the Effective Date, eligible Member cities shall endeavor to meet and provide for the selection of the At Large Directors and Alternate Directors, and all other entities shall endeavor to appoint their Directors and Alternates. The logistics for filling the At Large Director and Alternate Director vacancies shall be provided for in the bylaws. (g) At the time of appointment and for the duration of service, Directors and Alternate Directors shall be employees or officers of Members. All Directors and Alternate Directors shall be non -elected officials, with the sole exception of the Los Angeles County Sheriff. (h) The term of office of each Director and Alternate Director shall be two years, or until a successor has been appointed. Directors and Alternate Directors may serve an unlimited number of terms. (i) No Member can hold more than one seat on the Board concurrently, except that the County of Los Angeles and the City of Los Angeles can hold the Board seats designated by the eight individuals listed in items 1 through 8 in Section 2.01. 0) An Alternate Director may act in their Director's absence and shall exercise all rights and privileges of a Director. (k) Each Director and each Alternate Director shall serve at the pleasure of the appointing authority and maybe removed by the appointing authority at any time without notice. (1) Notice of any removal or appointment of a Director or Alternate Director shall be provided in writing to the Chair of the Board. 2.03 Purpose of Board. The general purpose of the Board is to: LA-RICS JPA2009-01-05 Page 4 �A)' Joint Powers Agreement 011a LA-RICS (a) Provide structure for administrative and fiscal oversight; (b) Identify and pursue funding sources; (c) Set policy; (d) Maximize the utilization of available resources and (e) Oversee all Committee activities. 2.04 Specific Responsibilities of the Board. The specific responsibilities of the Board shall be as follows: (a) Identify participating entities needs and requirements; (b) Develop and implement a funding plan (the "Funding Plan") for the construction and on -going operation of a shared voice and data system; (c) Formulate and adopt the budget prior to the commencement of the fiscal year; (d) Hire necessary and sufficient staff and adopt personnel rules and regulations; (e) Adopt rules for procuring supplies, equipment and services; (f) Adopt rules for the disposal of surplus property; (g) Establish committees as necessary to ensure that the interests and concerns of each user agency are represented and to ensure operational, technical and financial issues are thoroughly researched and analyzed; (h) Provide for System implementation and monitoring; (i) Determine the most appropriate and cost effective maintenance plan for the System; (j) Provide for System maintenance; (k) Adopt and revise System operating policies and procedures, as well as technical and maintenance requirements; (1) Review and adopt recommendations regarding the establishment of System priorities and talk groups; (m) Address concerns of all System user agencies; (n) Oversee the establishment of long-range plans; LA -RIGS JPA 2009-01-05 Page 5 Joint Powers Agreement ai�,r L A-RICS (o) Conduct and oversee System audits at intervals not to exceed three years; (p) Arrange for an annual independent fiscal audit; (q) Adopt such bylaws, rules and regulations as are necessary for the purposes hereof; provided that nothing in the bylaws, rules and regulations shall be inconsistent with this Agreement; and (r) Discharge other duties as appropriate or required by statute. 2.05 Startup Responsibilities The Authority shall have the duty to do the following within the specified timeframe or, if no time is specified, within a reasonable time: (a) To establish within three (3) months of the Effective Date of this Agreement the Advisory Committees designated in Section 3.07; (b) To use its best efforts to develop and adopt within nine (9) months of the Effective Date of this Agreement: (1) A plan specifying a means or formula for determining the timing and sequencing of construction of the System consistent with the functional specifications; and (2) A Funding Plan specifying a means or formula for funding the construction, operation and maintenance of the System; such Funding Plan shall include an allocation of costs among the Members, subscribers, and other funding sources; (c) To establish System participation pricing including start-up costs, and ongoing Subscriber/Member unit pricing to cover System operations, technical upgrades, and System replacement reserves; (d) To encourage other governmental and quasi -governmental agencies, including but not limited to, the State and Federal government, and special districts, to participate in LA-RICS; (e) To establish policies and procedures for the voluntary transfer and/or sharing of assets from Members; (f) To retain legal counsel; and (g) To evaluate the need for, acquire and maintain necessary insurance. l LA-RICS JPA 2009-01-05 Page 6 ((() Joint Powers Agreement 011a LA -RICE 2.06 Meetings of the Board: (a) Regular Meetings The Board shall provide for its regular meetings provided, however, that at least one regular meeting shall be held quarterly. The date, hour and location of regular meetings shall be fixed by resolution of the Board and a copy of the resolution shall be transmitted to each of the Members. (b) Special Meetings. Special meetings of the Board may be called by the Chair or as provided for in the bylaws. (c) Call, Notice and Conduct of Meetings. All meetings of the Board, including without limitation, regular, adjourned regular and special meetings, shall be called noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with California Government Code section 54950). As soon as practicable, but no later than the time of posting, the Secretary shall provide notice and the agenda to each Member, Director and Alternate Director. (d) First Meeting. The first meeting of the Board shall be no sooner than fifteen (15) days after the. Effective Date. 2.07 Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as soon as practicable after each meeting, cause a copy of the minutes to be made available to each Director, the Members and other parties upon request. 2.08 Voting., All voting power of the Authority shall reside in the Board. Each Director shall have one vote. An Alternate Director may participate and vote in the proceedings of the Board only in the absence of that Alternate's Director. No absentee ballot or proxy shall be permitted. 2.09 Quorum; Required Votes; Approvals. A majority of the appointed Directors shall constitute a quorum of the Board for the transaction of business except that less than a quorum or the Secretary may adjourn meetings of the Board from time -to -time: The affirmative votes of a majority of the appointed Directors shall be required to take any action by the Board, except, two-thirds vote (or such greater vote as required by state law) of the appointed Directors shall be required to take any action on the following: (a) Establish start-up contributions from Members; (b) Adopt a Funding Plan; LA -RIGS JPA 2009-01-05 Page 7 Joint Powers Agreement aIA LA-RICS (c) Subject to prior approval by the passage of an authorizing ordinance or other legally sufficient action by the affected jurisdiction, levy and collect, or cause to be collected, communicationimpact fees on new residential, commercial, and industrial development, as authorized by local, state, and federal law; (d) Change the designation of Treasurer or Auditor of the Authority; (e) Issue bonds or other forms of debt; (f) Adopt or amend the bylaws; and (g) Subject to prior approval by the passage of an authorizing ordinance or other legally sufficient action by the affected jurisdiction, exercise the power of eminent domain. Article III - OFFICERS, EMPLOYEES AND ADVISORY COMMITTEES 3.01 Chairperson, Vice -Chairperson and Secretary. For each fiscal year, the Board shall elect a Chairperson and Vice -Chairperson from among the Directors, and shall appoint a Secretary, who need not be a Director. In the event that the Chairperson, the Vice -Chairperson or Secretary so elected resigns from such office or his/her represented Member ceases to be a Member, of the Authority, the resulting vacancy shall be filled at the next regular meeting of the Board held after such vacancy occurs or as soon as practicable thereafter. Succeeding officers shall perform the duties normal to said offices. The Chairperson shall sign all contracts on behalf of the Authority, and shall perform such other duties as may be imposed by the Board. In the absence of the Chairperson, the Vice -Chairperson shall sign contracts and perform all of the Chairperson's duties. 3.02 Treasurer. The Treasurer and Tax Collector of the County of Los Angeles shall be the Treasurer of the Authority. To the extent permitted by the Act, the Board may change, by resolution, the Treasurer of the Authority. The Treasurer shall be the depository, shall have custody of the accounts, funds and money of the Authority from whatever source, and shall have the duties and obligations set forth in the Act. For grants awarded to Members or third parties for use with the System the Treasurer will work with the Member or third party to put in place appropriate fiscal controls to, meet the grant requirements. LA-RICS JPA 2009-01-05 Page 8 �a�Joint Powers Agreement Pool L4-RICS 3.03 Auditor. The Auditor -Controller of the County of Los Angeles shall be the Auditor of the Authority. To the extent permitted by the Act, the Board may change, by resolution, the Auditor of the Authority. The Auditor shall perform the functions of auditor for the Authority and shall make or cause an independent annual audit of the accounts and records of the Authority by a certified public accountant, in compliance with the requirements of the Act and generally accepted auditing standards. 3.04 Bonding of Persons Having Access to Property. Pursuant to the Act, the Board shall designate the public officer or officers or person or persons who have charge of, handle, or have access to any property of the Authority and shall require such public officer or officers or person or persons to file an official bond in an amount to be fixed by the Board. 3.05 Other Employees. The Board shall have the power by resolution to appoint and employ such other officers, employees, consultants and independent contractors as may necessary to carry -out the purpose of this Agreement. 3.06 Privileges and Immunities from Liability: 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 officers, agents or employees of a public agency when performing their respective functions shall apply to the officers, agents or employees of the Authority to the same degree and extent while engaged in the performance of any of the functions and other duties of such officers, agents or employees under this Agreement. None of the officers, agents or employees directly employed by the Board shall be deemed, by reason of their employment by the Board to be employed by the Members or by reason of their employment by the Board, to be subject to any of the requirements of the Members. 3.07 Advisory Committees. The Board shall establish the following Advisory committees (a) Operations Committee The Operations Committee's primary purpose is to review and recommend to the Board operating policies and procedures that will ensure the System resources are used efficiently to meet the needs of all Members. (b) Technical Committee - The Technical Committee's primary purpose is to review and recommend to the Board policies and procedures related to System performance, maintenance and other technical issues. LA -RIGS JPA 2009-01-05 Page 9 Joint Powers Agreement :"AL L4-RICS (c) Finance Committee — The Finance Committee's primary purpose is to review and recommend to the Board:< (1) The Funding Plan; (2) A fiscal year budget; and (3) Financial policies and procedures to ensure equitable contributions by Members: (d) Legislative Committee - The Legislative Committee's primary purpose is to review and recommend to the Board a plan for securing funding from state and federal governments and to advise the Board on regulatory and legislative matters 3.08 Membership of Advisory Committees. Each Director shall appoint one voting member to each Advisory Committee. 3.09 Meetings of Advisory Committees. All meetings of each Advisory Committee shall be held in accordance with the Ralph M. Brown Act. For the purposes of convening meetings and conducting business, unless otherwise provided in the bylaws, a majority of the members of the committee shall constitute a quorum for the transaction of business, except that less than a quorum or the secretary of each Advisory Committee may adjourn meetings from time -to -time. As soon as practicable, but no later than the time of posting, the Secretary of the Committee shall provider notice and the agenda to each Member, Director and Alternate Director. 3.10 Officers of Advisory Committees. Unless otherwise determined by the Board, each Advisory Committee shall choose its officers, comprised of a Chairperson,.a Vice -Chairperson and a Secretary. Article IV - POWERS 4.01 General Powers. The Authority shall have the powers common to the Members and which are necessary or convenient to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.04. As provided in the Act, the Authority shall be a public entity separate from the Members. 4.02 Power to Issue Bonds. The Authority shall have all of the powers provided in Articles 2 and 4 of Chapter 5, Division 7, Title of the California Government Code, including the power to issue bonds thereunder. LA-RICS JPA 2009-01-05 -Page 10 �.� Joint Powers Agreement �`r!� LA-RICS 4.03 Specific Powers. The Authority is hereby authorized, in its own name, to perform all acts necessary for the exercise of the foregoing powers, including but not limited to, any or all of the following: (a) To make and enter into contracts, including but not limited to, agreements for the purpose of acquiring real and/or personal property, equipment, employment contracts and professional services agreements; (b) To make and enter into contracts with subscribers who desire to utilize the System for their primary radio communications and affiliates who desire to utilize the System only for mutual or automatic aid; (c) To acquire, construct, maintain, or operate telecommunications systems or service and, to provide the equipment necessary to deliver public services therefrom; (d) To acquire, construct, manage, maintain or operate any building, works or improvements; (e) To acquire, hold, lease, or dispose of property; (f) To employ or engage contractors, agents, or employees; (g) To sue and be sued in its own name; (h)' 'To apply for, receive and utilize grants and loans from federal, state or local governments or from any other available source in order to pursue the purposes of the Authority; (i) To issue bonds and to otherwise incur debts, liabilities and obligations, provided that no such bond, debt, liability or obligation shall constitute a debt, liability or obligation to the individual respective Members; 0) To invest any money in the treasury, pursuant to the Act, which 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; and (k) To promulgate, adopt, and enforce any rules and regulations, as may be necessary and proper to implement and effectuate the terms, provisions, and purposes of this Agreement: LA -RIGS JPA 2009-01-05 Page 11 Joint Powers Agreement "� LA-RICS 4.04 Limitation on Exercise of Powers. All common powers exercised by the Board shall be exercised in a manner consistent with, and subject to, the restrictions and limitations upon the exercise of such powers as are applicable to the County of Los Angeles, as may be amended from time to time. 4.05 Obligations of Authority. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the Members. In addition, pursuant to the Act, no Director shall be personally liable on the bonds or subject to any personal liability or accountability by reason of the issuance of bonds. 4.06 Additional Powers to be Exercised. In addition to those powers common to each of the Members, the Authority shall have those powers that may be conferred upon it by subsequently enacted legislation. , Article V - CONTRIBUTIONS; ACCOUNTS AND -REPORTS; FUNDS 5.01 Adoption of Funding Plan. It is a critical goal of the Authority to develop a Funding Plan that identifies funding sources and mechanisms, including.a development schedule and phasing plan, which will permit the maximum feasible participation by Members. The Funding Plan shall be descriptive as to the contributions required from Members. Prior to committing resources for the construction of the System, a proposed Funding Plan as designated in Section 2.05(b)(2) shall be developed. In order for the Funding Plan to be considered by the Members prior to its adoption, the Board shall distribute the proposed Funding Plan to Members pursuant to Section 7.01. The proposed Funding Plan shall be accompanied by a description of the System, and reports and studies to allow Members to determine the System capability, cost, financing and the effects on individual Members. The Board shall also designate a period, which shall be not less than 60 days, during which Members may provide comments to the Board regarding the proposed Funding Plan. After the comment.period has expired, the Board may: (a) Adopt the Funding plan as proposed; (b) Revise the Funding Plan to address some or all of the Member comments; or (c) Reconsider the Funding Plan at a later date. LA-RICS JPA 2009-01-05 Page 12 Joint Powers Agreement 19,111 LA-RICS Notice shall be given to Members pursuant to Section 7.01 within five days of adoption of the Funding Plan. The notice shall include a copy of the adopted Funding Plan. The Board shall also designate a period, which shall be not less than 35 days after the Funding Plan is adopted, during which Members may submit written notice of immediate withdrawal from the Authority. There will be no costs for any Member that withdraws from the Authority within this time period. After the funding Plan has been adopted, and until contracts are awarded to design and/or construct the System, if the Funding Plan is revised in a manner which will substantially increase the financial obligations of the Members, then any Member so affected will have a further right to withdraw within a period designated by the Board, which shall be not less than 45 days after the adoption of the Revised Funding Plan. There will be no costs for any Member that withdraws from the Authority within this time period, except for obligations incurred prior to the adoption of the Revised Funding Plan. 5.02 Contributions. The Members may, in the appropriate circumstance, or when required hereunder: (a) Make contributions from their treasuries for the purposes set forth herein; (b) Make payments of public funds to defray the cost of such purposes; (c) Make advances of public funds for such purposes, such advances to be repaid as provided by written agreement; or (d) Use its personnel, equipment or property in lieu of other contributions or advances. No Member shall be required to adopt any tax, assessment, fee or charge under any circumstances. 5.03 Accounts and Reports. The Treasurer shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any trust agreement entered into with respect to the proceeds of any bonds issued by the Authority. The books and records of the Authority in the hands of the Treasurer shall be open to inspection at all reasonable times by duly appointed representatives of the Members: The Treasurer, within 180 days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Members. 5.04 Funds. The Treasurer shall receive, have custody of and/or disburse Authority funds in accordance with the laws applicable to public agencies and generally accepted LA-RICS JPA 2009-01-05 Page 13 % 0� Joint Powers Agreement 011a L A-RICS accounting practices, and shall make the disbursements required by this Agreement in order to carry out any of the purposes of this Agreement. 5.05 Sharing of Frequencies. Members holding Federal Communication Commission (FCC) licenses to frequencies ("Licensee(s)") shall authorize the Authority to share the use of such frequencies and/or radio stations. Such use shall be in accordance with the Code of Federal Regulations, (47 CFR 90.179). Any authorization for the use of such license shall be made pursuant to a written agreement between the Member and Authority. Revoking such authorization requires Member to provide twelve (12) months advance written notice to the Authority unless otherwise identified in written agreement. Licenses shall remain primary to the Member holding the license. Only the Member is allowed to make any modifications to its license(s) on behalf of the Authority, and the Authority shall pay all associated fees. 5.06 Violations. Payment of fines and penalties imposed for operational or equipment violations shall be the responsibility of the entity committing the violation. If the entity responsible for a violation is not the FCC Licensee, then the responsible entity shall pay forthwith any fines imposed upon the Licensee, as specified in the bylaws. 5.07 System Components. The System is comprised of components that include physical plant, infrastructure, frequencies, user equipment, and dispatch center equipment ( the "System Components") as described in this Section5.07. Members shall retain ownership of System Components that they contribute to construct or operate the System, unless otherwise agreed to in writing. The Authority shall retain ownership of System Components purchased by the Authority, unless otherwise agreed to in writing. (a) Physical Plant: The Physical Plant includes the following: real estate, shelters, environmental controls, antenna support structures, power systems, security systems, and other site structures. The maintenance of the Physical Plant shall be in accordance with the requirements specified by the Authority and is the responsibility of the contributing Member, unless otherwise agreed to in writing. (b) Infrastructure: Infrastructure includes the following: antenna systems, base station repeaters, diagnostic and: alarm systems, microwave systems, backhaui systems, control equipment and all other related electronic equipment and software The Authority is responsible for the operation and maintenance of Infrastructure. (c) Frequencies: Frequencies are radio channels that have:been licensed by the FCC in accordance with the Code of Federal Regulations. Licensees shall authorize LA-RICS JPA 2009-01-05 Page 14 Joint Powers Agreement JIM& LA-RICS the Authority to share the use of such frequencies and/or radio stations subject to a separate frequency sharing agreement. (d) User Equipment: User Equipment includes the following: mobile radios, portable radios, mobile data computers, radio data modems, control stations, and other related equipment. All User Equipment shall meet or exceed the minimum acceptable standards established by the. Authority. In the event that any User Equipment is determined to be affecting the proper operation of the overall System as identified by the Authority, such User Equipment shall be immediately removed from service and shall not bereturnedto service until any deficiencies are resolved to the satisfaction of the Authority. The Authority shall maintain a list of User Equipment approved for operation on the System. Any changes to the User Equipment list shall be approved by the Authority. Such approval shall not be unreasonably withheld. (e) Dispatch Center Equipment: Dispatch Center Equipment includes the following: dispatch consoles, logging recorders, system interfaces, and other ancillary equipment. The Authority shall maintain a list of Dispatch Center Equipment approved for operation on the System. Any changes to the Dispatch Center Equipment list shall be approved by the Authority. Such approval shall not be unreasonably withheld. 5.08 Adverse Impacts on System. No Member, subscriber or affiliate shall take any action that adversely impacts the System. If the System is impacted by actions of a Member, subscriber or affiliate, the offending party shall take immediate action to return the System to its full operating state. The Authority, or its designee as set forth in the bylaws; shall make the sole determination of whether Member, subscriber or affiliate equipment or operations adversely impact the System. Article VI - WITHDRAWAL AND TERMINATION 6.01 Withdrawal by Members. After the periods referred to in Section 5.01, Members may withdraw from the Authority by giving notice as follows: (a) Members who do not provide Infrastructure, frequencies or Physical Plant to System shall provide to the Chairperson ninety (90) days advanced written notice of its intent to withdraw from the Authority; LA -RIGS JPA 2009-01-05 Page 15 ((�'� - Joint Powers Agreement e"'. LA -RICE (b) Members who provide Infrastructure, Frequencies or Physical Plant to System shall provide to the Chairperson twelve (12) months advanced written notice of its intent to withdraw from the Authority. 6.02 Financial Liabilities of Withdrawing Members. Except as otherwise provided in Section 5.01: (a) A withdrawing Member shall remain liable for all financial liabilities incurred during its membership in the Authority; however, the Member shall not be liable for any new financial liabilities incurred after submitting written notice to withdraw. (b) The withdrawing Member must continue to pay its share of operating costs during the ninety day or twelve month period, as applicable, after submitting its written notice of the intent to withdraw. (c) The Authority and the withdrawing Member may negotiate a buy-out agreement for early termination of membership to retire any ongoing financial obligations the Member shares with the Authority. (d) If a withdrawing Member holds a seat on the Board, that Member's participation on the Board shall immediately cease when the written notice to withdraw is submitted. 6.03 Retention of Assets by Withdrawing Members. Each Member shall hold its licenses and retain sole ownership of its licenses, including those authorized for use by the Member to the Authority. The licenses and any System Components provided by a Member to the Authority shall remain the sole asset of that Member unless otherwise negotiated. if requested by the Authority, the withdrawing Member shall consider options for the Authority's continued use of Member assets. Acceptance of any option is at the sole discretion of the withdrawing Member. In addition, the use by the Authority of the withdrawing Member's System Components shall be terminated upon the effective date of withdrawal (twelve months from initial notice), and such System Components shall remain the sole asset of the withdrawing Member, unless otherwise agreed. Such withdrawing Member shall have no interest or claim in any remaining assets of the Authority, the Board, or of any of the remaining Members. 6.04 Termination of Authority and Disposition of Authority Assets. Upon termination of this Agreement and dissolution of the Authority by all Members, and after payment of all obligations of the Authority, the Board: (a) May sell or liquidate Authority property; and LA-RICS JPA 2009-01-05 Page 16 (�C Joint Powers Agreement PA. LA -RICS (b) Shall distribute assets, including real or personal property, in proportion to the contributions made by Members. Any System Components provided by a Member to the Authority shall remain the asset of that Member and shall not be subject to distribution under this section. Article VII MISCELLANEOUS PROVISIONS 7.01 Notices. Any notice required or permitted to be made hereunder shall be in writing and shall be delivered in the manner prescribed herein at the principal place of business of each party. The parties may give notice by (a) Personal delivery; (b) E-mail; (c) U.S. Mail, first class postage prepaid; (d) "Certified" U.S. mail, postage prepaid, return receipt requested; (e) Facsimile; or (f) Any other method deemed appropriate by the Board. At any time, by providing written notice to the other parties to this Agreement, any party may change the place, facsimilenumber or e-mail for giving notice. All written notices or correspondence sent in the described manner will be deemed given to a party on whichever date occurs earliest: (a) The date of personal delivery; (b) The third business day following deposit in the U.S. mail, when sent by "first class" mail; (c) The date on which the party or its agent either signed the return receipt or refused to accept delivery, as noted on the return receipt or other U.S. Postal Service form, when sent by "certified" mail; or (d) The date of transmission, when sent by -e-mail or facsimile: LA-RICS JPA 2009-01-05 Page 17 (<iri Joint Powers Agreement e. % L4-RICS 7.02 Amendment; Addition of Members. (a) In addition to the original signatories to this Agreement, other public agencies may join the Authority as a Member, subject to the provisions of Section 1.03. The addition of any Member shall become effective upon; (1) The execution on behalf of such entity of a counterpart of this Agreement and the delivery of such executed counterpart to the Board; and (2) The adoption of a resolution of the Board admitting that agency to the Authority. (b) This Agreement may only be amended by two-thirds of the Members, which must include the affirmative votes of the City of Los Angeles and the County of Los Angeles, evidenced by the execution of a written amendment to this Agreement. However, this Agreement.shall not be amended, modified or otherwise revised, changed or rescinded, if such action would: (1) Materially and adversely affect either the rating of bonds issued by the Authority, or bondholders holding such bonds; or (2) Limit or reduce the obligations of the Members to make, in the aggregate, payments which are for the benefit of the owners of the bonds: 7.03 Fiscal Year. The Authority's 12-month fiscal year shall be specified in the Authority's bylaws. 7.04 Consents and Approvals. Any consents or approvals required under this Agreement shall not be unreasonably' withheld: 7.05 Amendments to Act. The provisions of the Act, as it may be amended from time to time, which are required to be included in this Agreement, are hereby incorporated into this Agreement by reference. 7.06 Enforcement of Authority. The Authority is hereby authorized to take any or all legal or equitable actions,, including but not limited to injunction and specific performance; necessary or permitted by law to enforce this Agreement. 7.07 Severability. If any one or more of the terms, provisions, promises, covenants, or conditions of this Agreement were, to any extent, adjudged invalid, unenforceable, void, or voidable for LA-RICS JPA 2009-01-05 Page 18 �i� Joint Powers Agreement 1 LA -RICE any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants, and conditions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 7.08 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each Member. 7.09 Assignment. No Member shall assign any rights or obligations under this Agreement without the prior written consent of the Board. 7.10 Governing Law. This Agreement is made and to be performed in the County of Los Angeles, State of California, and as such California substantive and procedural, law shall apply. 7.11 Headings. The section headings herein are for convenience only and are not to be construed as modifying or governing the language of this Agreement. 7.12 Counterparts. This Agreement may be executed in counterparts. 7.13 No Third Party Beneficiaries. This Agreement and the obligations hereunder are not intended to benefit any party other than the Authority and its Members, except as expressly provided otherwise herein. No entity that is not a signatory to this Agreement shall have any rights or causes of action against any party to this Agreement as a result of that party's performance or non --performance under this Agreement, except as expressly provided otherwise herein. 7.14 Filing of Notice of Agreement. Within 30 days after the Effective Date, or amendment thereto, the Secretary shall cause to be filed with the Secretary of State the notice of Agreement required by the Act. 7.15 Conflict of Interest Code. The Board shall adopt a conflict of interest code as required by law. 7.16 Indemnification. The Authority shall defend, indemnify and hold harmless each Member (and each Member's officers, agents, and employees) from any and all liability, including but not limited to claims, losses, suits, injuries, damages, costs and expenses (including LA -RIGS JPA 2009-01-05 Page 19 i�>� Joint Powers Agreement III& LA-RICS attorney's fees), arising from or as a result of any acts, errors or omissions of the Authority or its officers, agents or employees. 7.17 Dispute Resolution/Legal: Proceedings. Disputes regarding the interpretation or application of any provision of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Members and/or the Authority. IN WITNESS WHEREOF, each Member has caused this Agreement to be executed and attested by its proper officers thereunto duly authorized, its official seals to be hereto affixed, as follows: CA -RIGS JPA 2009-01-05 Page 20 Joint Powers Agreement AM,% LA-RICS City of Vernon Authorization For Membership in the Los Angeles Regional Interoperability Communications System Authority (LA-RICS) IN WITNESS WHEREOF, the City of Vernon , by order of its City Council, has caused this Joint Powers Agreement to be executed on its behalf by the Mayor, and attested by the City Clerk, as of the date so attested below. r%iG izt February 9, 2009 MA OR 1ae DATE ATTEST: DATE Manuela Giron, City Clerk ROVED TO FORM: Je rrison, City Attorney LA -RIGS JPA 2009-01-05 August 19, 2010 Leticia Figueroa Management Secretary V LA-RICS 2525 Corporate Place, Suite 200 Monterey Park, CA 91754 Re: Resolution No. 9856 A Resolution of the City Council of the City of Vernon Authorizing Membership in the Los Angeles Regional Interoperability Communications System (LA- RICS) Authority Joint Powers Agreement Dear Ms. Figueroa: Per your request, transmitted herewith is a copy of Resolution No. 9856 that was approved by City Council on February 9, 2009. If you have any questions regarding this matter, please contact me at (323) 583-8811 ext. 175. Very ly yours, WIL ARD G. Y M City Clerk WGY:dj Enclosure c: Resolution No. 9856 Excfusivefy Industriaf August 17, 2010 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 RE: Resolution of Membership Supporting Documentation Dear City Clerk, We are in the process of updating our records. Please provide a copy of your resolution approving and authorizing membership in the Los Angeles Regional Interoperability Communications System (LA-RICS) Authority Joint Powers Agreement (JPA). Enclosed is an executed copy of the LA-RICS JPA Authorization for Membership document. Mail all correspondence to the following address: LA-RICS 2525 Corporate Place, Suite 200 Monterey Park, CA 91754 If you have any further questions, please feel free to contact me at (323) 881-8291. Sincerely, Leticia Figueroa Management Secretary V tie e ,AEG .� 9 2p10 C1 LA—RICS 12525 Corporate Place, Suite 2001 Monterey Park, CA 91754 1 (323) 881-8291 1 info@la-rics.org 0 ((11� ."': LA-RICS Joint Powers Agreement City of Vernon Authorization For Membership in the Los Angeles Regional Interoperability Communications System Authority (LA-RICS) IN WITNESS WHEREOF, the City of Vernon , by order of its City Council, has caused this Joint Powers Agreement to be executed on its behalf by the Mayor, and attested by the City Clerk, as of the date so attested below. M O / MAYE P49 TEM ATTEST: Manuela Giron, City Clerk APPROVED TO FORM: f• iL ". Jvf/A. Tjrison, City Attorney February 9, 2009 DATE DATE LA-RICS JPA 2009-01-05 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 February 17, 2009 LA -RIGS Authority Attn: Michael Thayer DELTAWRX 21700 Oxnard Street, Suite 530 Woodland Hills, CA 91367 Re: LA-RICS Authority - Joint Powers Agreement Dear Mr. Thayer: Transmitted herewith is a fully executed joint powers agreement as referenced above, approved by City Council on February 9,'2009, through Resolution No. 9856. If you have any questions regarding this matter, please call Mr. Jeff Harrison, at (323) 583-8811 ext. 173. Very truly yours, ae�Go City Clerk NG:dj c: Resolution No. 9856 Agreement File No. 09-026 Evcrusive(y industria( Memorandum CITY CLERK DEPARTMENT DATE: July 13, 2015 TO: Memo to File FROM: Maria E. Ayala, City Clerk RE: Board Participation List Log Update This memo is intended to update the records of certain board appointments held by various staff members, or otherwise, to external agencies, boards, and/or commissions. LA-RICS Authority — Resolution No. 9883 On March 9, 2009 through the above referenced Resolution, the City Council appointed then City Administrator, Eric Fresch, to have the power to vote on the selection of the At -Large Directors and Alternate Directors, the selection procedures, rules and guidelines, and to nominate or be nominated as a member of the Board. Then, Police Chief Steve Towles by letter dated March 30, 2009 was appointed as Fresch's proxy. It has been confirmed that the At -Large Directors and Alternate Directors process has concluded and that the City's need to appoint a designee is no longer necessary. Participation of City staff on LA-RICS Authority subcommittees does not require a formal appointment and does not require City Council action nor selection. Sustainable Communities Subcommittee (City of Newry) — Resolution No. 10,126 On December 21, 2009 the City Council through the approval of the above referenced Resolution established a subcommittee of the City Council known as the Sustainable Communities Subcommittee "... to advance mutually beneficial technological and regulatory knowledge exchanges to promote industrial sustainability under environmentally controlled conditions to create jobs, to protect our shared environment, and to enhance the economic wellbeing of our joint communities.." The City Administrator was appointed as the Secretary for said subcommittee. Since its creating, the City of Vernon has undergone various reform efforts including the establishment of the Ad Hoc Advisory Committee for Electric Rates and the Ad Hoc Advisory Committee for Business Development which have now been dissolved and superseded by the creation of the Vernon Business and Industry Commission. The Sustainable Communities Subcommittee is no longer necessary as its purpose is now served by the Vernon Business and Industry Commission. Appointments made pursuant to this resolution are now dissolved. ICLEI — Local Government for Sustainability USA (ICLEI USA) — Resolution No. 2010-51 On April 26, 2010 the City of Vernon approved the above referenced Resolution approving its membership to the ICLEI. Then City Councilmember, Hilario Gonzales was appointed as the City's elected Official Liaison. The City Administrator, or his designee is authorized to request assistance from ICLEI. Although the City wishes to maintain its membership and staff designation to request assistance if necessary; the Council's appointment as liaison is no longer current. Due to the City's lack of involvement and participation with ICLEI, the City has elected not to update such appointment until such need is necessary. The matter will be considered dormant until noted otherwise. 1 oo DECEIVED NOV 12 2015 CIP RECEIVE NOV 12 n15 STAFF REPORT CITY CLERK'S OFFICE VERNON POLICE DEPARTMENT DATE: November 17, 2015 TO: Honorable Mayor and Council Members FROM: Daniel Calleros, Chief of Police (`J RE: Recommendation to Withdraw from the Los Angeles Regional Interoperable Communications System Joint Powers Authority Recommendation A. Find that approval of the proposed notice to withdraw from the Los Angeles Regional Interoperable Communications System (LA-RICS) Joint Powers Authority action is exempt from California Environmental Quality Act ("CEQA") review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project' as defined by CEQA Guidelines section 15378, and; B. Authorize the City Administrator to issue a notice to the Los Angeles Regional Interoperable Communications System (LA-RICS) Joint Powers Authority of determination to withdraw from the LA-RICS board. Background In 2009, the City of Vernon joined the Los Angeles Regional Interoperable Communications System (LA-RICS) Joint Powers Authority (JPA) alongside over 80 other independent cities and agencies in support of the LA-RICS project. At the time of executing the Agreement, the JPA had no anticipated fiscal impact on the City and the Agreement provided the City with the option to withdraw from the JPA without cost within a specified time period following approval of a Funding Plan. The LA-RICS seeks to establish both a Land Mobile Radio (LMR) system and a Public Safety Broadband Data (LTE) system to support the communications needs of more than 34,000 first responders and other critical personnel within the Los Angeles region. The vision of LA-RICS is to create a unified system that will allow communication between agencies during day-to-day operations as well as during emergencies and catastrophic events. Due to grant funding time requirements, LA-RICS has shifted its primary focus to the LTE system with construction that -ION began in late 2014. LA-RICS anticipates having the LTE system operational by late 2015 or early 2016, with the LMR system to follow in three (3) or four (4) years. At the formation of the LA-RICS JPA, there was no accurate estimation as to the construction or operational costs of the systems. Recently, participating agencies where given hard numbers of estimated costs. However, there is vagueness in technical system designs given delays and conflicts with installation approvals of LTE towers within the LA County region. A key provision of the LA-RICS Joint Powers Agreement is that construction of the system could not begin until after the adoption of a Funding Plan that specifies a means or formula for funding the construction, operation, and maintenance of the system, and include an allocation of costs among members. On March 7, 2014, a Funding Plan was released to the JPA membership for 60-day review and comment. Feedback from JPA membership resulted in the release of a modified Funding Plan reflecting an annual operational fee and a 50% population-50% geography assessment formula. Absent endorsement from the JPA's Finance Sub -Committee, the Plan was submitted to the JPA's Governance Board and ultimately adopted on May 28, 2014. In a separate motion, the Board adopted a 180-day, opt -out period for JPA members. On August 21, 2014, the Board extended the deadline for submission of written notices of withdrawal to November 23, 2015. Additionally, LA-RICS notified its membership that Member Funded JPA Operations costs, through November 23, 2015, would be advanced by the County of Los Angeles. Agencies that withdraw prior to the November 23, 2015, deadline will not be liable for any costs incurred by the JPA. The approved Funding Plan establishes the estimated cost for the City of Vernon to participate in the LA-RICS system for police and fire radio and data services at $665,591 through FY 2031/32. Below is a summary of Vernon's estimated LA-RICS membership costs based on the revised Funding Plan adopted on October 8, 2015. The revised funding plan eliminated the required hard match that was initially proposed in March 2014. Additionally, LA-RICS agreed to freeze costs as published in the October 2015 funding report should additional cities elect to opt out of the JPA. FISCAL YEAR JPA OPERATIONS LMR LTE TOTAL 2014/15 $488 $0 $0 $488 2015/16 $980 $0 $3,922 $4,902 2016/17 $999 $0 $14,636 $15,635 2017/18 $1,019 $2,414 $14,971 $18,404 2018/19 $1,040 $14,474 $15,238 $30,752 2019/20 $1,061 $14,204 $16,008 $31,273 2020/21 $1,082 $28,330 $16,128 $45,540 2021/22 $1,103 $28,381 $16,419 $45,903 2022/23 $1,126 $28,273 $16,715 $46,114 2023/24 $1,148 $28,167 $17,017 $46,332 2024/25 $1,171 $28,221 $17,325 $46,717 2025/26 $1,194 $28,117 $17,640 $46,951 2026/27 $1,218 $28,174 $17,961 $47,353 2027/28 $1,243 $28,231 $18,288 $47,762 2028/29 $1,268 $28,130 $18,622 $48,020 2029/30 $1,293 $28,190 $18,962 $48,445 2030/31 $1,319 $28,252 $17,708 $47,279 2031/32 $1,345 $28,314 $18,062 $47,721 TOTAL $20,097 369 872 $275,622 665 591 It is important to note that the LA-RICS projects is severely behind schedule and there is no confirmation as to when the system will be operational given the number of delays. Most recently in early 2015, several cities within the LA County area declined placement of a tower/monopole in specified areas to provide full coverage for the proposed radio and data system. The reduction of tower/monopole in specified areas will degrade the coverage for the LA-RICS. The "reach" of the LMR system transmitter equipment is substantially farther than the LTE system. Loss of a LMR "fill in" site will marginalize coverage in the close geographical areas. Loss of a principle LMR site will require identification of an alternate site and loss of any LTE site will create a gap in coverage thus minimizing full radio and data coverage as anticipated. Since 2014, numerous member agencies have already taken steps to withdraw for the LA-RICS JPA which include: Alhambra, Azusa, Bell Gardens, Beverly Hills, Burbank, Calabasas, El Segundo, Gardena, Glendora, Glendale, Long Beach, Pomona, San Marino, Santa Clarita, Santa Monica, South Pasadena, Rancho Palos Verdes, and Torrance. Additionally, if certain strategic assets and locations are lost by members withdrawing, the system coverage may need to be redesigned. Presently, the Vernon Police Department (VPD) operates its own independently operated radio system on channels for which the City holds FCC licenses. The Vernon Fire Department (VFD) currently operates on a private conventional analog UHF and VHF radio network communications with Downey Fire as well as the Cities of Compton, Santa Fe Springs, and La Habra Heights. Vernon Fire radio maintenance and management of the systems cost is currently shared through a joint powers agreement with the participating cities. VPD operates on a VHF radio system with the ability to communicate with neighboring agencies that also operate on VHF, and those on UHF through the use of UHF band radios installed in patrol vehicles. Neighboring police agencies operating on VHF channels are programmed into VPD radios. From an operational standpoint, Land Mobile Radio (LMR) communication is the primary tool for day-to-day and emergency operations within the City of Vernon, with LTE serving as a supportive/secondary method for transmitting information. It is anticipated that VPD will need to upgrade the current aging radio communications system within the next 5 (five) years at a cost estimated at $350,000.00. The Land Mobile Radio (LMR) design of the LA-RICS project is based on a hybrid system operating primarily on UHF channels as well as 700MHz spectrum. VPD (and other agencies operating on VHF systems) would be supported by a subsystem, the Los Angeles Regional Tactical Communications Subsystem (LARTCS), which promises to provide unspecified interoperating connectivity. To date there have been no specific details provided as to the geographical coverage, connectivity, operation and reliability we could expect from LARTCS. To fully participate in the LA-RICS LMR system, VPD would require replacement of dispatch consoles, some hand-held portable radios, some vehicle mobile radios, and other necessary infrastructure for migration to a compatible system (700 MHz or UHF). The cost for this upgrade is estimated to be in excess of $100,000.00. Additionally, LA-RICS asserts that members with terrain features or large structures that inhibit radio transmission may experience service interruptions, and that they (the member) may be responsible for the costs of building and maintaining facilities (radio towers. etc.) to fill those coverage gaps. Under the terms of the Funding Plan, members will continue to be responsible for the costs of buying, maintaining, operating, and replacing: portable radios, mobile radios, base stations and dispatch consoles. Current average annual costs for the VPD and VFD radio systems are based on annual maintenance (service agreements) and equipment replacement costs as needed. These costs average $25,000 annually for Police and Fire. An attractive feature of the proposed LA-RICS system is that it offers increased coverage for local agencies into a countywide radio system. However, there is presently a regional radio communications system already in operation in Los Angeles County. The Interagency Communications Interoperability System (ICIS) was established in 2003 and is comprised of the cities of Azusa, Beverly Hills, Burbank, Covina, Culver City, Glendale, Glendora, Irwindale, La Verne, Montebello, Pasadena, Pomona, and West Covina, in addition to numerous subscriber cities. Several other agencies are currently exploring the option of joining the ICIS system for police and other radio communications. The current annual cost of membership to ICIS is estimated at $35,000 to $40,000. Participation in ICIS would require similar radio system upgrades as the LA-RICS system. In addition, the LA County Police Chiefs Association has obtained grant funding for the installation of an ICIS radio communication tower designated for the City of Vernon to provide enhanced ICIS radio coverage for the Southeast region. It is estimated that the ICIS radio tower will be installed by May 2016. VPD and VFD are currently exploring the option of joining the ICIS system for regional radio capabilities. As for LTE coverage, the City of Vernon currently subscribes for data services with Verizon Wireless, a nationwide network. Verizon has been responsive to service issues and upgrade requests at minimal to no cost. As LTE technology has advanced, the VPD has not had to make capital investments into the LTE system, as Verizon Wireless has made such upgrades as part of its business plan. It is important to note that the City's current subscription with Verizon provides unlimited data and does include some degree of priority access although in major emergency or disaster situations, LTE service is not guaranteed. To date, the City has not experienced any disruptions in service due to disaster or emergency situations. It should be noted that the grant for the LA-RICS LTE system requires that LA-RICS services must be offered to non-member agencies on a subscription basis, which LA-RICS has not been advertising publicly. Joining LA-RICS on a subscriber basis after the project is completed may be a viable option should the City become dissatisfied with the LTE services of commercial carners. The Funding Plan does not include the cost of equipment upgrades for member agencies. In order to participate in the LA-RICS LTE network, member agencies will need to replace the current LTE devices from commercial carriers (Verizon), to new modems compatible with the LA-RICS LTE system. In addition to purchase costs, the new devices would need to be configured and installed in each police and fire vehicle at a cost of approximately $600 to $750 per unit. There will be additional costs for data routing and security as well as associated labor costs. Due to the on -going issues and uncertainties with development the LA-RICS project, the costs associated with membership and the limitations identified within the current systems, staff does not believe it is in the best financial, technical, and operational interests of the City of Vernon to remain a member of LA-RICS: thus, it is recommending withdrawal from the LA-RICS JPA. Fiscal Impact There is no cost to withdraw from the LA -RIGS JPA prior to November 23, 2015. If the City elects to remain in the JPA, the financial impacts are as estimated above. Attachment(s) None Regular City Council Meeting Minutes November 17, 2015 Recommendation: A. Find that (a) the Power Sales Agreement between the Southern California Public Power Authority and the City of Vernon is not a "project subject to the California Environmental Quality Act (CEQA) under Guidelinessection 15378 because it involves the administrative activity of purchasingpower; and (b) even if this approval were a "project" subject to CEQA, the approval requested is exempt in accordance with CEQA uidelines Section 15301(b), the general rule that CEQA only applies to projects that may have an effect on the environment because purchasing power is purely a financial transaction, and any construction that may occur by a private, party in the future in reliance on this approval would be subject to CEQA review by another governmental agency at that time when actual details' of any physical proposal would be more than speculative; and B. Approve the First Amendment to the Astoria 2 Solar Project Power Sales Agreement between the City of Vernon and the Southern California Public Power Authority ("SCPPA" ), in substantially the same form as attached to the staff report, for the purpose of purchasing solar power with associated green attributes in compliance with the Renewable Resources Procurement Plan and Enforcement Program in force at the City. The amendment includes Consent and Agreement (i.e. the Facility Lender Consent), Intercreditor/Subordination Agreement, and Non -Disturbance and Attornment Agreement; and C. Authorize the Director of Vernon Gas & Electric ("VG&E") to execute the First Amendment to the Astoria 2 Solar Project - Power Sales Agreement between the City of Vernon and SCPPA. Utilities Compliance Manager Todd Dusenberry provided the oral report. It was moved by Davis and seconded by Ybarra to approve the First Amendment to the Astoria 2 Solar Project Power Sales Agreement between the City of Vernon and the Southern California Public Power Authority.' Motion carried, 5-0. Police Department 20. Withdraw from the Los Angeles Regional Interoperable Communications System Joint Powers Authority. Recommendation: A. Find that approval of the proposed notice to withdraw from the Los Angeles Regional Interoperable Communications System (LA-RICS) Joint Powers Authority action is exempt from California Environmental Quality Act (CEQA) review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378, and; B. Authorize the City Administrator to issue a notice to the Los Angeles Regional Interoperable Communications System (LA -RIGS) Joint Powers Authority of determination to withdraw from the LA -RIGS board. Police Chief Daniel Calleros reported on the recommendation. It was moved by Woodruff -Perez and seconded by Martinez to approve the withdrawal from the Los Angeles Regional Interoperable Communications System Joint Powers Authority. Motion carried, 5-0. Page 5 of 7