HomeMy WebLinkAboutUkiah Valley Fire Protection District 2017-07-01 EXHIBIT A
COU No. 1718098
AGREEMENT FOR SHARED MANAGEMENT OF FIRE DEPARTMENTS
THIS AGREEMENT becomes effective on July 1, 2017 ("Effective Date") in Ukiah, California, between the City
of Ukiah, a general law municipal corporation ("City") and the Ukiah Valley Fire Protection District, a California fire
protection district formed pursuant to Health and Safety Code Sections 13800 et seq. ("District"), (collectively the"Parties"
and individually "Party"), all of which are organized and existing under and by virtue of the Constitution and the laws of
the State of California.
WITNESSETH:
WHEREAS, the Parties are each empowered by law to acquire sites, construct, equip, staff, maintain, operate and
lease public buildings and related facilities to provide fire, medical, and other emergency services; and
WHEREAS, the Parties desire to maximize use of the existing resources, create cost containment opportunities,
reduce duplication,maintain local control and continue to deliver fire,medical,and other emergency services at a high level
of service; and
WHEREAS, the Parties desire to accomplish the aforesaid purpose by jointly exercising their common powers in
the manner set forth in this Agreement; and
WHEREAS, the Parties are authorized to jointly exercise their powers pursuant to the provisions of Article 1,
Chapter 5,Division 7, Title 1, Sections 6500 through 6530, of the Government Code of the State of California.
NOW, THEREFORE, the Parties, for and in consideration of the mutual benefits, promises, and agreements set
forth herein, AGREE as Follows:
Section 1. Purpose
This Agreement is made pursuant to California Government Code Section 6500, et seq., hereinafter referred
to as the "Act," to permit the joint exercise of certain powers common to the Parties. The purpose of this Agreement
is to exercise these powers jointly by managing, equipping, maintaining, and operating fire, medical, and other
emergency services to said Parties. Such purpose will be accomplished and common powers exercised in the manner
set forth in this Agreement. The Parties may use the designation "Ukiah Valley Fire Authority" to identify the
provision of the services provided under this Agreement, including on equipment, uniforms, buildings, letterhead,
phone and other directories; provided, however, that the use of such designation shall not be deemed to create a
separate legal entity or to change the liability of the Parties or change the contractual obligations of the Parties under
this or any other agreements. All pre-existing obligations, rights, and privileges of the Parties shall continue
hereunder, subject to the terms and conditions of this Agreement.
The legislative bodies of the Parties shall jointly meet a minimum of twice a year to review the activities and
operation of this Agreement including a joint review of the annual budget development and a mid-fiscal year review.
The Parties may call for additional joint meetings, as may be needed from time to time.
Section 2. Service Trvel
The Parties shall jointly coordinate an emergency response system inclusive of emergency medical response(EMS),
structural firefighting, wildland firefighting, public education, hazardous material response, disaster response, rescue, fire
prevention inspections, fire investigations and related public safety, managerial and administrative services, to the extent
and in the manner consistent with this Agreement and approved annual budgets.
Section 3. Term
This Agreement shall become effective as of July 1, 2017 and shall be binding upon all parties hereto, and shall
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thereafter continue in full force and effect until such time as the Parties agree to terminate the Agreement, in the manner
set forth in Section 9 or 10.
Section 4. Fire Executive Committee
A. The Parties hereby agree that the duties set forth in Section 5 of this Agreement shall be conducted by an
administrative entity to be known as the "Fire Executive Committee" whose membership shall consist of two
appointees from each Party's legislative bodies.
B. Meeting of the Fire Executive Committee
1. Regular Meetings of the Fire Executive Committee.
The Fire Executive Committee shall provide for its regular meetings; however, it shall hold at least one
regular meeting each quarter. The Fire Executive Committee may call special meetings, as may be needed
from time to time.
2. The entire Fire Executive Committee shall constitute a quorum for the transaction of business. A majority
vote of the members of the Fire Executive Committee is required to take action,although a lesser number of
the Fire Executive Committee may adjourn for lack of a quorum.
3. The Fire Executive Committee shall comply with the Brown Act.
4. For those duties of Fire Executive Committee requiring collaboration, the term "collaboration",
"collaborate," or "collaborative" shall mean the meaningful and timely process of the members each
seeking, discussing, and considering carefully the information and views of each Party in a manner that is
cognizant of all Parties' values, reasonably attempting to reach agreement through cooperative efforts for
the mutual benefit of the Parties. Collaboration among the members shall be conducted in a way that is
mutually respectful of each Party's discretionary authority. If agreement cannot reasonably be reached
among the members with respect to any particular, necessary action concerning matters within the
discretionary authority of a particular Party to this Agreement, then the Party with discretionary authority
shall take the action it determines appropriate in the exercise of its discretion.
Section 5. Powers and Duties of the Fire Executive Committee
A. Common Powers
The Parties shall retain the legislative authority to exercise their common powers for the purposes of this Agreement.
The Parties do not intend the Fire Executive Committee to be a legal entity,separate and apart from the Parties.The
Fire Executive Committee is not a joint powers agency or authority, partnership,joint venture, or joint enterprise
of any kind.
B. Duties
The Fire Executive Committee shall take any and all actions within its authority as specified in this Agreement
necessary and appropriate to implement the purposes of this Agreement, including, but not limited to, any or all of
the following:
1. Jointly develop and recommend to their respective legislative bodies an annual budget and cost
apportionment plan for each of the Parties to participate in the cooperative efforts contemplated by this
Agreement; and
2. Collaborate to ensure the cost for services are equitably shared among those receiving and/or benefiting
from the services provided for under this Agreement; and
3. Collaborate with the employing Party regarding the appointment of the Fire Chief, who shall be
responsible for coordinating and overseeing the cooperative efforts of the Parties in providing fire,
medical and other emergency services in each jurisdiction, in a manner consistent with this Agreement;
and
4. Collaborate to determine recommended service levels, facilities, apparatus, equipment and personnel in
furtherance of each Party's participation in the cooperative efforts contemplated by this Agreement;and
5. Collaborate to identify and recommend comprehensive approaches for shared fire, medical, and other
emergency services between the Parties includimi, but not limited to governance, personnel apparatus
equipment and facilities; and
6. Collaborate to identify and recommend fire and emergency medical service policies, ordinances, and
fees consistent with the cooperative efforts contemplated by this Agreement.
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Section 6. Key Management Services
The services identified below ("Key Management Personnel/Services") shall be subject to this Agreement:
A. Fire Chief
1. The Fire Chief shall provide general administration and oversight of the City and District Fire
Departments,all in accordance with the requirements and expectations of this Agreement, statutory law,
local ordinances, applicable City and District rules and regulations and the customary duties of a Fire
Chief.
2. The Fire Executive Committee identified in Section 4 of this agreement shall provide advisory support
to the Fire Chief. The Fire Chief shall coordinate and cooperate with each Party regarding the
performance of services within their respective jurisdiction. Each Party shall provide direction to the
Fire Chief regarding services or any desired special projects to be performed for each Party. The Fire
Executive Committee shall collaborate regarding directions from their respective Parties,for the purpose
of avoiding conflicting guidance or creating conflicts relating to priority of services.
B. Financial and General Services
1. The City agrees to provide financial and general services to the District for the term of the Agreement,
including accounts payable, procurement, billing and accounts receivable, general accounting and
reporting,budget development and monitoring,and other general services such as human resources and
city clerk services as may be deemed necessary by the District.
2. The City will perform these services pursuant to any applicable state and federal law and pursuant to
City policies and regulations, unless otherwise directed by the District in writing. The District shall be
responsible for and for understanding the financial and other activities and information performed or
related to the services provided by the City to the District under this Agreement. The City is not
performing these services as the District's agent but as a service provider and the parties agree that the
City does not assume a fiduciary duty to the District in the performance of these financial and general
services.
3. The District shall compensate the City for Financial and General Services as approved in the annual
Cost Apportionment Plan.
Section 7. Budget and Cost Apportionment Plan
A. The Parties,in adopting their annual budgets,will determine the specific expenditures and costs to be shared among
the Parties (the "Cost Apportionment Plan"). The Cost Apportionment Plan shall be deyeloped by the Fire
Executive Committee and recommended for approval by the Parties. Payment and credits under the Cost
Apportionment Plan shall be based on actual expenditures.
B. The Fire Executive Committee has the authority to fully implement the approved Budget and Cost Apportionment
Plan.The Fire Chief, with the approval of Fire Executive Conunittee, may recommend expenditures and transfers
or adjustments of amounts authorized by the Cost Apportionment Plan. However, neither the Fire Chief nor Fire
Executive Committee may exceed the personnel staffing authorized except for temporary, strike team or
emergency positions, either in number,position classification,or salary. In addition,neither the Fire Chief nor Fire
Executive Committee may increase the total amount of the approved expenditure budget without the approval of
the legislative body of each Party.
Section 8. Services to Other A encies
The Fire Executive Committee, through this Agreement may recommend that the Parties provide fire, medical,
and/or other emergency services to other agencies that are not already a party to this Agreement. Such services may be
provided with the concurrence of all Parties and upon execution of an amendment to this Agreement by all Parties. The
charges for such services shall be determined in accordance with the authority of the Parties under the provisions of
Government Code section 55631, et seq.
Section 9. Withdrawal; Termination
A Party may withdraw as a party to this Agreement without penalty upon a minimum of 18 months notice with a
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July 11 effective date unless otherwise agreed to by both Parties. Such withdrawing Party shall perform all obligations
under this Agreement until the noticed July 1 date of withdrawal. A withdrawing Party shall remain obligated to perform
obligations, including financial obligations arising prior to the July 1 withdrawal date,
Section 10. Dissolution
The Agreement shall terminate if the number of parties to this Agreement becomes less than two, or if the parties
unanimously agree to terminate the Agreement. If the Parties have accumulated any assets relating to the shared
management of fire, medical, and other emergency services prior to termination, such assets shall be distributed among the
Parties per their respective contributions, unless the Parties may otherwise agree.
Section 11. Amendment to Agreement
The Fire Executive Committee may recommend an amendment to this Agreement. This Agreement may only be
amended by approval of all the Parties to this Agreement. The Fire Executive Committee shall forward the proposed
amendment with its recommendation to the legislative body of each party to the Agreement. The proposal shall be
accompanied by a copy of the proposed amendment to the Agreement, which shall be adopted, properly executed, and
returned to Fire Executive Committee if the party concurs with the amendment.This Section 11 shall not prevent the Parties
from adopting an amendment to this agreement that is not recommended by the Fire Executive Committee.
Section 12. Additional Parties to the Agreement
Agencies,as defined in the Act,which are not parties hereto,may become Parties hereto only by amendment to this
Agreement and upon approval of all the Parties to this Agreement.
Section 13. Notices
Whenever notice or other communication is permitted or required by this agreement, it shall be deemed given
when personally delivered or when received,if delivered by overnight courier or email,if receipt is acknowledged in writing,
or 48 hours after it is deposited in the United States mail with proper first class postage affixed thereto and addressed as
follows:
To City: City of Ukiah
300 Seminary Ave.
Ukiah, CA 95482
Email:
Attention: Mayor and City Manager
To District: Ukiah Valley Fire District
1500 South State Street
Ukiah, CA 95482
Email:
Attention: Board Chair
A Party may change the address and email address to which notices shall be sent by giving notice of the change as
provided herein.
Section 14. Severability
Should any part, term, portion, or provision of this Agreement or the application thereof of any person or
circumstances, be in conflict with any State or Federal law, or otherwise be rendered unenforceable or ineffectual, the
validity of the remaining parts, terms, portions or provisions, or the application thereof to other persons or circumstances,
shall be deemed severable and shall not be affected thereby,pi ovided such remaining poi lions oi pi ovisions can be construed
in substance to continue to constitute the Agreement that the parties intended to enter into in the first instance.
Section 15. Hold Harmless and Indemnity
Each patty agrees to defend, indemnify, and save all other pai ties harmless fiom any and all claims arising out of
said party's employees' negligent acts, errors, omissions or willful misconduct while performing pursuant to this
Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or
damages are caused by or result from the negligent or intentional acts or omissions of said party, its officers, employees, or
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agents.
Each party hereby agrees to defend itself from any claim, action or proceeding by third parties arising out of the
concurrent acts or omissions of their employees.In such cases,each party agrees to retain their own legal counsel,bear their
own defense costs, and waive their right to seek reimbursement of such costs.
Notwithstanding the above, where a trial verdict or arbitration award allocates or determines the comparative fault
of the members,the members may seek reimbursement and/or reallocation of defense costs,settlement payments,judgments
and awards, consistent with said comparative fault.
As required by Section 17 herein,the Parties are responsible to provide workers compensation insurance for injuries
sustained in the normal course and scope of their respective employees' performance of services. The Parties waive any
right of subrogation against each other for any and all losses sustained by the Parties, subject to such workers compensation
coverage. The Parties further acknowledge that the so-called "firefighter's rule" regarding primary assumption of risk
generally prevents public safety officers employed by one agency, or their agency itself,from being exposed to liability for
injuries suffered by public safety officers employed by another agency in the line of duty.To the extent any such claims of
liability or actions are brought by any employee(s)of one Party against another Party to this Agreement, or such other Party
sustains any losses thereby, the Party employing such claimant(s) shall indemnify the other Party for any such claims,
actions,or losses.
For purposes of this section, the terms "employee" or"employees" shall refer to and include employees, officers,
agents,representatives, subcontractors or volunteers.
Notwithstanding the foregoing, no employee, officer, agent, representative, subcontractor or volunteer of any party
to this Agreement shall be considered an"employee"of any other party to this Agreement for purposes of indemnification.
Section 16. Legal Representation and Advice
In the course of providing fire and emergency services in accordance with this Agreement, each Party shall seek
legal counsel regarding legal matters or issues from their respective counsel. In the event that a legal matter or issue relates
to two or more Parties where the Parties involved will benefit from joint representation, the Parties may choose to be
represented by the same legal counsel so long as no conflict of interest arises by such representation, and the Parties may
agree on an apportionment of costs, if applicable, as allowed by law. Under any circumstances when two or more Parties
are represented by the same legal counsel, no Party may bind the others to a settlement agreement without the written
consent of the other Parties.
Section 17. Insurance
Each Party shall be responsible for maintaining a program of insurance that shall cover each Party's
indemnification obligations. Without in any way affecting the indemnity herein provided and in addition thereto,each
Party shall secure and maintain throughout the Agreement the following types of insurance. including coverage
through a pooled risk joint powers agency such as the Redwood Empire Municipal Insurance Fund with limits as
shown.
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A. Workers' Compensation:
A program of Workers' Compensation Insurance or a state-approved self-insurance program in an amount
and form to meet all applicable requirements of the Labor Code of the State of California, including
Employer's Liability with$250,000 limits covering all persons providing services on behalf of each Party
and all risks to such persons undei this Agreement.
B. Comprehensive General and Automobile Liability Insurance:
This coverage is to include contractual coverage and automobile liability coverage for owned, hired, and
non-owned vehicles. The policy oi sclf•inAliance have combined single limits for bodily injury and
property damage of not less than two million dollars ($2,000,000.00).
Additional Named Insured:
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All policies, and/or memoranda of coverage, except Workers' Compensation, shall contain additional
endorsements naming each Party and its officers, employees, agents and volunteers as additional named
insured with respect to liabilities arising out of each Party's performance hereunder.
C. Policies Primary and non-Contributory:
All policies required above are to be the primary and non-contributory with any insurance or self-insurance
carried or administered by each Party.
Section 18. Mediation
Should any dispute arise out of this Agreement,any Party may request that it be submitted to mediation.The Parties
shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the Parties; in the absence of an
agreement, the parties shall each submit one name from mediators listed by an agreed-upon service or parties themselves.
The mediator shall be selected by a"blindfolded"process. The cost of mediation shall be borne equally by the Parties.No
Party shall be deemed the prevailing party. No Party shall be permitted to file a legal action without first meeting in
mediation in making a good-faith attempt to reach a mediated settlement. The mediation process, once commenced by a
meeting with the mediator, shall not last more than 60 days,unless the 60 day period is extended in writing by the Parties.
Section 19. Additional Documents and Agreements
The parties agree to cooperate in the execution of any additional documents or agreements that may be
required to carry out the terms of this Agreement.
Section 20. Successors
This Agreement shall bind and inure to the benefit of all successors and assigns of the parties and any
associates in interest, and their respective directors, officers, agents, servants, and employees, and the successors and
assigns of each of them, separately and collectively.
Section 21. Warranty of Legal Authority
Each party warrants and covenants that it has the present legal authority to enter into this Agreement and to
perform the acts required of it hereunder. If any party is found to lack the authority to perform the acts required of it
hereunder or is prevented from performing the acts by a court of competent jurisdiction, this Agreement shall be void.
Section 22. Assignment/Delegation
Neither party hereto shall assign, sublet, or transfer any interest in this Agreement or any duty hereunder
without written consent of the other, and no assignment shall be of any force or effect whatsoever unless and until the
other party shall have so consented.
Section 23. No Third-Party Beneficiary
This Agreement is only for the benefit of the Parties as municipal or corporate entities and shall not be construed
as or deemed to operate as an agreement for the benefit of any third party or parties, and no third party or party shall have
any right of action or obtain any right to benefits or position of any kind for any reason whatsoever.
Section 24. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
Section 25. Agreement Controlling
In the event of a conflict between the provisions of the text of this Agreement,the provisions of the text shall prevail.
Section 26. Entire Agreement
This document is intended both as the final expression of the Agreement between the parties hereto with respect
to the included terms and as a complete and exclusive statement of the terms of the Agreement. This Agreement may be
executed in counterparts, each of which shall constitute an original.
IN WITNESS THEREOF,the parties hereto have caused this Agreement to be executed and attested by their proper
officers thereunto duly authorized, and their official seals to be hereto affixed as of the day and year first above written.
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CITY OF UKIAH
By: dl
Approveto orm: p
r Its: .',a r
City A ney
Attest:
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Cit Clerr
UKIAH VALLEY FIRE DISTRICT
By:itz,
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Its: Board Presi. ent
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Appryi,t,--4 to Fouit
Attest:
ID istrict Secretary
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