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HomeMy WebLinkAbout19-016 - ResolutionRESOLUTION NO. FD 19-016 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO CUCAMONGA FIRE PROTECTION DISTRICT, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, TO AMEND THE CONSOLIDATED FIRE AGENCIES ("CONFIRE") JOINT POWERS AGREEMENT TO ADMIT CHINO VALLEY INDEPENDENT FIRE DISTRICT AS A PARTY AND APPLE VALLEY FIRE PROTECTION DISTRICT AS A PARTY WHEREAS, the Rancho Cucamonga Fire Protection District ("RCFPD") is a public agency and California fire protection district located in the County of San Bernardino, State of California; and WHEREAS, Chino Valley Independent Fire District ("Chino Valley") is a California fire protection district duly organized and existing under Section 13800 et seq. of the Health & Safety Code; and WHEREAS, Apple Valley Fire Protection District ("Apple Valley") is a California fire protection district duly organized and existing under Section 13800 et seq. of the Health & Safety Code; and WHEREAS, CONFIRE is a joint powers authority duly organized and existing under Section 6500 et seq. of the Government Code and its Joint Powers Agreement effective August 13, 1990, amended September 3, 2013, and amended again on September 17, 2013 (collectively, the "JPA"), which is set forth in Appendix 1 ("Original Agreement") and Appendix 2 ("First Amendment') to Exhibit A; and WHEREAS, as set forth in Exhibit B hereto ("Board of Directors Chino Valley Resolution") and Exhibit C hereto ("Board of Directors Apple Valley Resolution"), the Board of Directors of CONFIRE has recommended that each current party to the JPA agree to amend the JPA to: a. admit Chino Valley as a party and a member of CONFIRE on the condition that Chino Valley pay the Required -Buy -In in the amount of Four Hundred Twelve Thousand Four Hundred Twenty -Three Dollars ($412,423.00) on or before December 31, 2019; and b. admit Apple Valley as a parry and a member of CONFIRE on the condition that Apple Valley pay an initial installment of a Required Buy -In to CONFIRE in the amount of Eighty -One Thousand Two Hundred Sixty -Seven Dollars ($81,267.00) on or before December 31, 2019, and agrees to pay four (4) equal subsequent annual installments of a Required Buy -In to CONFIRE concluding on or before December 31, 2024 of Eighty -One Thousand Two Hundred Sixty -Seven Dollars ($81,267.00), fora total Required Buy -In of Four Hundred Six Thousand Three Hundred Thirty -Six Dollars ($406,336.00). NOW, THEREFORE, THE PRESIDENT OF THE RANCHO CUCAMONGA FIRE PROTECTION DISTRICT HEREBY RESOLVES, as follows: . 1. The facts set forth in the Recitals, above are true and correct. 2. The Board of Directors of the RCFPD hereby consents to amend the JPA to admit Chino Valley and Apple Valley as a party and a member of CONFIRE on the following conditions: a. The current parties to the JPA unanimously consent to amend the JPA; and b. Chino Valley pay the Required -Buy -In in the amount of Four Hundred Twelve Thousand Four Hundred Twenty -Three Dollars ($412,423.00) on or before December 31, 2019; and c. Apple Valley pay an initial installment of a Required Buy -In to CONFIRE in the amount of Eighty - One Thousand Two Hundred Sixty -Seven Dollars ($81,267.00) on or before December 31, 2019 and agrees to pay four (4) equal subsequent annual installments of a Required Buy -In to CONFIRE concluding on or before December 31, 2024 of Eighty -One Thousand Two Hundred Resolution FD 19-016 - Page 1 of 2 Sixty -Seven Dollars ($81,267.00), for a total Required Buy -In of Four Hundred Six Thousand Three Hundred Thirty -Six Dollars ($406,336.00). 3. The Secretary of the RCFPD shall certify to the adoption of this Resolution. BE IT FURTHER RESOLVED, that the President of said Board be and hereby is authorized to sign and execute said agreement on behalf of the Rancho Cucamonga Fire Protection District. PASSED, APPROVED AND ADOPTED this 21St day of August. 2019. L. Den n ichael, Pre ' en ATTEST: I, JANICE C. REYNOLDS, SECRETARY of the Rancho Cucamonga Fire Protection District, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the Board of Directors of the Rancho Cucamonga Fire Protection District, at a Regular Meeting of said Board held on the 215tday of August 2019. AYES: Hutchison, Kennedy, Michael, Scott, Spagnolo NOES: None ABSENT: None ABSTAINED: None Executed this 22nd day of August, 2019, at Rancho Cucamonga, California. Resolution FD 19-016 - Page 2 of 2 EXHIBIT A TO RESOLUTION 00119668.1 SECOND AMENDMENT TO THE JOINT POWERS AGREEMENT OF THE CONSOLIDATED FIRE AGENCIES This Second Amendment ("Amendment") to the Joint Powers Agreement of the Consolidated Fire Agencies, a joint powers authority of the State of California ("CONFIRE"), dated this day of 2019, is made by and between City of Redlands, City of Loma Linda, City of Colton, City of Rialto, Rancho Cucamonga Fire Protection District, San Bernardino County Fire Protection District (collectively, the "Existing Member Agencies"), the Chino Valley Independent Fire District, a fire protection district duly authorized and existing under Health & Safety Code § 13800 et seq. ("Chino Valley") and Apple Valley Fire Protection District, a fire protection district duly authorized and existing under Health & Safety Code § 13800 et seq. ("Apple Valley") (the Existing Member Agencies, Chino Valley, and Apple Valley may be collectively referred to herein as the "Parties"). WHEREAS, the Existing Member Agencies are parties to a joint powers agreement establishing CONFIRE pursuant to Section 6500 et seq. of the Government Code, as set forth in Appendix 1 ("Original JPA") and Appendix 2 ("First Amendment to JPA") (collectively, the "Existing JPA"). WHEREAS, the Existing Member Agencies, Chino Valley, and Apple Valley desire to amend the Existing JPA to: (1) admit Chino Valley as a party to and a member of CONFIRE on the condition that Chino Valley pay the Required Buy -In in the amount of Four Hundred Twelve Thousand Four Hundred Twenty -Three Dollars ($412,423.00) to CONFIRE on or before December 31, 2019; and (2) admit Apple Valley as a party and a member of CONFIRE on the condition that Apple Valley pay an initial installment of a Required Buy -In to CONFIRE in the amount of Eighty -One Thousand Two Hundred Sixty -Seven Dollars ($81,267.00) on or before December 31, 2019 and agrees to pay four (4) equal subsequent annual installments of a Required Buy -In to CONFIRE concluding on or before December 31, 2024 of Eighty - One Thousand Two Hundred Sixty -Seven Dollars ($81,267.00), for a total Required Buy - In of Four Hundred Six Thousand Three Hundred Thirty -Six Dollars ($406,336.00). NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: I. The Parties hereby amend the Existing JPA to add Chino Valley as a Party and Apple Valley as a Party. 2. This Amendment is effective upon a. full execution by the Parties; 00119668.1 2 b. Chino Valley's payment of the Required Buy -In in the amount of Four Hundred Twelve Thousand Four Hundred Twenty -Three Dollars ($412,423.00) to CONFIRE on or before December 31, 2019; and C. Apple Valley's payment of an initial installment of a Required Buy -In to CONFIRE in the amount of Eighty -One Thousand Two Hundred Sixty -Seven Dollars ($81,267.00) on or before December 31, 2019, and agreement to pay four (4) equal subsequent annual installments of a Required Buy -In to CONFIRE concluding on or before December 31, 2024 of Eighty -One Thousand Two Hundred Sixty -Seven Dollars ($81,267.00), for a total Required Buy -In of Four Hundred Six Thousand Three Hundred Thirty -Six Dollars ($406,336.00). 3. This Amendment may be executed in counterparts. 4. All other provisions of the Existing JPA are to remain unchanged. IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and attested by their duly authorized officers as of the date written above. [SIGNATURES ON PAGES 3 AND 41 00119668.1 3 SIGNATURES TO SECOND AMENDMENT TO THE JOINT POWERS AGREEMENT OF THE CONSOLIDATED FIRE AGENCIES ATTEST: By: [Name] [Title] Dated: ATTEST: By: [Name] [Title] Dated: ATTEST: By: [Name] [Title] Dated: ATTEST: By: [Name] [Title] Dated: 00119668.1 4 CITY OF REDLANDS By: [Name] [Tile] CITY OF LOMA LINDA By: [Name] [Tile] CITY OF COLTON By: [Name] [Tile] CITY OF RIALTO By: [Name] [Tile] ATTEST: By: [Name] [Title] Dated: ATTEST: By: [Name] [Title] Dated: ATTEST: By: [Name] [Title] Dated: 00119668.1 RANCHO CUCAMONGA FIRE PROTECTION DISTRICT By: [Name] [Tile] SIGNATURES TO SECOND AMENDMENT TO THE JOINT POWERS AGREEMENT OF THE CONSOLIDATED FIRE AGENCIES (continued) 5 SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT [Name] [Tile] APPLE VALLEY FIRE PROTECTION DISTRICT [Name] [Tile] ATTEST: By: [Name] [Title] Dated: 0011966&1 CHINO VALLEY INDEPENDENT FIRE DISTRICT M. [Name] [Tile] Appendix 1 to Second Amendment to Joint Powers Agreement [Original Joint Powers Agreement] 00119668.1 1 JOINT POWERS AGREEMENT 2 THIS AGREEMENT is entered into by and between the public 3 agencies signatory hereto, hereinafter called "public A acencies," 5 WITNESSETH• 6 WHEREAS, the signatories herein have determined that 7 there is a need by public agencies within the East End cities g of San Bernardino county, California, to establish a regional - 9 fire agency to best serve the needs of all the citizens of 10 said public agencies; and, 11 WHEREAS, said public agencies have heretofore determined 12 that the interests of the citizens of each of said public 13 agencies can best be served by the coordinated use of public 14 safety radio channels and centralized regional computer aided 1� con, munications system; and, 1G WHEREAS, said public agencies recognize the mutual 17benefit of a centralized joint effort for the development, }S implementation, and subsequent operation and maintenance of -- 19 such a. centralized system; and, 20 WHEREAS,.said public agencies desire to centralize and 21 provide safety communication operations; and, 22 WHEREAS, said public agencies have heretofore determined 23 that it is desirable and necessary to collectively direct the 24 management policies and operational practices of said regional 25 fire agency; and, 26 WHEREAS, the cost of developing, -operating and 27 l 2s 00119668.1 g 1 maintaining said centralized systems is more cost effective 2 to such public agencies; and, 3 WHEREAS, said public agencies operate a cooperative d program of fire protection and related functions that are 5'. mutually agreed upon; and, G WHEREAS, Title 1, Division 7, Chapter S of the Government j Code of the State of California authorizes public agencies to g enter.into an agreement for the joint exercise of any -power 9 common to them; and, 10 WHEREAS, these public agencies possess the power to 11 consolidate public safety communications and operational 12 programs by the execution and implementation of this 13 Agreement. 14 NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE KUTUAL try ADVANTAGES TO BE DERIVED THEREFROM, AND IN CONSIDERATION OF 16 THE MUTUAL COVENANTS HEREIN CONTAINED, IT IS AGREED BY AND 17 BETWEEN THE PARTIES HERETO AS FOLLOWS: 1S I. A4ency Established. Pursuant to the joint powers 19 authorization of the California Government Code, the 20 undersigned 'do hereby federate together in a cooperative 21 agency for the joint and mutual operation of a centralized 22 public 'safety communication agency and a cooperative program 23 of fire protection and related functions, to be known as the 24 Consolidated Fire Agencies of the East Valley, hereinafter 25 designated as "CONFIRE," which shall be a public entity 26 separate from the parties to the Agreement. 27 2 28 00119668.1 9 I 2. By -Laws. The Agency shall be subject to, and shall 2 be governed by, those certain By -Laws, a copy of which is 3 attached hereto, marked Exhibit "A" and by this reference made 4 a part of this Agreement_ J 3. Purpose. The purpose of this Agreement shall be as set forth in section 1, above, and Article I of the By -Laws. The purpose shall be accomplished and carried .out in the $ manner set forth in the By -Laws. 9 - 4. Administration. CONFIRE, as 'established by this 10 Agreement and as governed by its By -Laws, shall be the 11 "Agency" to administer this Agreement, pursuant to joint 12 powers provisions of the Government Code of California. 13 5. Membership. Each public agency signatory to this 14 Agreement, and each additional public -agency which may 15 "hereafter sign the Agreement, is a member of the Agency and 10 ;is entitled to all. the rights and privileges and subject to 17 the obligations of membership, as provided in the By -Laws. 18 6. Withdrawal of Membership. This Agreement shall lc� remain in full force and effect as to all member agencies for 20 a minimum of two (2) years from and -after the effective date 21 hereof. Thereafter, any party to this Agreement may cease to ithdraw from membership. in the 22 be a party hereto and may w 231Agency upon the adoption by its legislative body of a 24 resolution of intention to withdraw and the giving of written 25 notice thereof to the Chairman of the Board of Directors of 20 the Agency and to each of the other public agencies signatory 27 3 23 00119668.1 10 1 to this Agreement at least one hundred eighty (180) days prior 2 to the end of the then current fiscal year. 3 7. Powers and Debts of Authority. Agency shall have 4 the power in its own name, to make and enter into contracts, b to employ agents and employees, to acquire, hold and dispose G of property, real and personal, to sue and be sued in its own name, and to incur debts, liabilities or obligations necessary 8 for the accomplishment of the purpose of this Agreement. 9 However, the debts, liabilities, and obligations of the Agency 10 shall not constitute any debt, liability or obligation to any 11 of the individual public agencies which are signatory to this 12 Agreement. The. Agency shall not have the power of eminent - 13 domain nor the power to levy taxes, and its power generally - - 14 shall be subject -to the restrictions applicable to the Central 15 Valley Fire Protection District. 16 S. Amendment. This Agreement may -not be amended, 11 except written agreement of all the parties, provided, is however, that the By -Laws may be amended from time. to time by 19 the method and means provided therein. 20 g. Duration of Aa gement. This Agreement shall' 21 continue in effect -until terminated by unanimous consent of 22 the parties or until dissolution of the .agency in the manner 23 provided' in said By -Laws. Upon such termination, or 24 dissolution, the non -grant assets remaining, including any 2.r-, surplus money, shall be disposed of in proportion to ,)n contributions made. Grant funded assets shall be disposed of 231 i 4 00119668.1 11 1 in accordance with Federal and State regulations and 2 instructions. 3 lo. Enforcement_ Agency is hereby given the power to 4 enforce this Agreement. If suit is necessary to enforce any 5 of the provisions hereof, including any provision of the By - 5 Laws, the defaulting member shall pay reasonable attorney fees 7 to the Agency as adjudicated and determined by the -Court. S 11_ Authorization. Upon execution of this Agreement, 9 each member shall deliver to the Agency a certified copy of 10 a governing board action, resolution- or minute order 11 authorizing and directing the execution of this Agreement. 12 12. Board of Directors. 13 A. There is established a Board of Directors for the 14 Agency which shall consist of a representative of the 15 governing body of each member agency. The governing body of 15 each member agency shall designate in writing to CONFIRE, the 17 primary and alternate members to serve on the Board of I� Directors. At its annual meeting, the Board of Directors shall 19 select one of its members to serve as Chairperson of the Board 20 until the next annual meeting. The Chairpersonship of the 21 Board of Directors shall rotate annually in a fixed sequence 22 among .the members. 23 B. The Board of Directors shall have the responsibility 24 for the appointment of auditors, approval of new members, and 25 approval of the annual budget and assessment schedule of the 26 Agency, and the exercise of those powers granted to it by the 27 1 5 23 00119668.1 12 J 1 BY -Laws. 2 C. Each public agency which is a member of the Agency 3 shall be entitled to one (1) Director on the Board and shall 4 be entitled to one (1) vote thereon. such one vote may be 5 cast only by the member agency's designated primary or G alternate representative in attendance. 7 13. Source of Funds. . Any .contributions. of•funds by g ember agencies shall be apportioned based on the number o �j fires in each agency's jurisdiction over the immediate 10 preceding two year period. 11 14. Accountability and Audits. The Agency shall be 12 strictly accountable for all funds and shall report all 13 receipts and disbursements, as required by Government Code 14 .Section 6505. The Treasurer of San Bernardino County shall 15 act as treasurer and depositary for the Agency pursuant to 1G Government Code Section 6505.5, and shall handle and have 17 access to Agency property, under an official bond in an amount IS fixed by the member agencies. The Agency shall contract for 13 a certified public accountant to perform an annual audit of 20 the -accounts and records of the Agency, and a report thereof 21 shall be filed as public record with each of the contracting 22 parties and with the Auditor of the County of San Bernardino 23 within 60 days subsequent to the -end of the fiscal year under 24 examination. 25 15. Indemnification. Each party hereby agrees to 26 defend, indemnify, and hold each other party, its elected 27 6 28 00119668.1 13 1 officials, officers, agents, and employees free and harmless 2 from any and all liability or claims for personal injury, 3 death, and property damage which may arise from the 4 indemnifying party's negligent acts or omissions under this 5 Agreement. None of the parties shall be held responsible or 6 liable to any other party for any loss, damage or delay caused 7 by accidents, strikes; lockouts, fire, .flood, act of civil or •g -military authority or by insurrection or, riot -or by any other. 9 cause which is beyond its control. 10 lb. Effective Date of Agreement. This agreement shall 11 become effective upon its execution by the Cities of colton, 12 Loma Linda, Redlands, and Rialto, the Central Valley Fire 13 protection District and the -San Bernardino county consolidated 14 Fire Agency. Within 30 days of said date, the Agency shall 15 cause notice of this Agreement to be filed with the Secretary 16 of State of California, pursuant to Government Code Section 17 5503.5. 18 19 20 -21 .22 23 24 25 26 21 28 00119668.1 14 1IN WITNESS WHEREOF, the undersigned public agencies have 2 set their signature on the respective dates set Forth below. 3 This document may be signed in duplicate. originals_ 4 51 ATTEST: CITY OF .REDLMDS A Municipal Corporation G r� g city—clerk May, 9 10 ATTEST: CITY OF LOMA LINDA A Municipal Corporation 11 - 12.C!: 2 1-fr�iriJ.�ta�c Y Bqy 13 City- Clerk j- r 14 15 ATTEST: CITY OF -COL TON A Municipal Corporation 2G - 17 IS city Clerk M;a;r 19 20. ATTEST CITY OF RIALTO 21 A Municipal Corporation 22 By: 23 .C y lerk- or 24 25 2s 00119668.1 15 } • r 2 3 4 5 7 ' 8 9 10 11 12 13 14 .15 16 17 18I 19 20 211 22 23 24 25 26 27 28 00119668.1 ;PPRVIEM AS TO INAM DATE MAY ' � 199U A4an K. PAarYS. COUNTY CO`IJNSEL SAN BEMAROU4C, COUNTY CALIFORNIA DFUTY NE ..TP`•ED T'4.J A CPPV DF THM I wE i XAIP,- �' pyyy. E zr�,q' t,, C,,ja" .�.1 •�� �� � Gt N,� "Sty? cF ra fb k <ay3er{ t kf G �j�JI/9 ����' `COL"•�5� ��� ... _ 16 9 SAN BERNARDINO COUNTY CONSOLIDATED FIRE AGENCY .Chairman, Board of Supervisors of San Bernardino County, as Governing Body of San Bernardino county .Consolidated Fire Agency CENTRAL VALLEY FIRE PROTECTION DISTRICT ZL�-' Chairman,. Board. of Supervisors of.San Bernardino County, as Governing Body of Central valley Fire Protection District EXHIBIT A BY-LAWS CONFIRE ARTICLE I PURPOSE The CONSOLIDATED FIRE AGENCIES OF THE EAST VALLEY (CONFIRE) is a co-operative association voluntarily established by its members pursuant to the Joint Exercise of Powers Act of the Government Code of the State of California for the purpose of providing hardware, software, services, and other items necessary and appropriate for the establishment, operation, and maintenance of a joint centralized public safety communications system and a cooperative program of fire related functions for the mutual benefit of the members of the Agency, to provide such services on a contract basis to other governmental units, and to provide a forum for discussion, study, development and implementation of recommendations of mutual interest regarding public safety communications and related matters within member agencies. CONFIRE is sometimes hereinafter referred to as the "Agency." ARTICLE II POWERS The powers of the Agency include, but are not limited to the following: a) to enter into contracts, including the performance of services for other governmental units; b) to employ agents and employees; C) to acquire, lease, hold, and dispose of property, real and personal; d) to incur debts, liabilities or obligations; e) the purchase or lease of the equipment and machinery necessary; f) the employment of the necessary personnel and the operation and maintenance of a communications system; g) all powers necessary and incidental to carrying out the purpose set forth in ARTICLE I of these By -Laws; and h) the power to sue and be sued in its own name. 00119668.1 17 ARTICLE III PARTICIPATION A. All governmental agencies which provide public safety services are eligible for membership of this Agency, provided the parties to the existing Agency agree and all parties sign an amended Joint Exercise of Powers Agreement. B. Membership shall be contingent upon the execution of the Joint Powers Agreement creating and establishing this Agency and the payment by each such governmental agency of a fee to be determined and agreed upon by the majority vote of Board of Directors. The Board of Directors may, by a similar vote, impose to the terms, costs, and assessment charges as specified in the Agreement or By - Laws . All fees, costs, and assessment charges shall become the revenue of the Agency. C. Upon becoming a member, all new members shall become subject to the same financial obligations of CONFIRE as all other members, unless otherwise specifically agreed to in the amended Joint Exercise of Powers Agreement. ARTICLE IV BOARD OF DIRECTORS A. The Board of Directors shall function as set forth in Section 12 of the Joint Powers Agreement and as further set forth herein. B. The member agency's principal or alternative representative shall serve until a successor is appointed by the appointing powers. A vacancy shall immediately occur in the office of any officer upon the resignation or death of such person holding such office, or upon his ceasing to be an officer or employee of any member government. Upon a vacancy occurring in any office, the Board of Directors may appoint a successor to fill the vacancy until the member agency represented by the officer assigns a new member to represent the governmental agency. The rotation of officers may be advanced one year before the vacancy has been filled if the Board of Directors finds this advisable. C. The Board of Directors may establish rules governing its own conduct and procedure and have such express or implied powers which are not inconsistent with or contrary to the laws of the State of California, these By -Laws, or Agreement. D. A quorum for the transaction of all business by such Board of Directors shall consist of a majority of the representative membership. E. No one serving on the Board of Directors shall receive any salary or compensation from the Agency. 00119668.1 18 F. The Board, on behalf of the Agency, may accept contributions or donations and may apply for and use grants or loans of money or other property from the state, or any other governmental units, or individuals, foundations or organizations and may enter into agreements required in connection therewith and may hold, use and dispose of such monies or property in accordance with the terms of the grant, donation, loan or agreement relating thereto. However, nothing in this section should be construed to require the participation or financial obligation of any member agency without the express written authorization in the form of a resolution by its legislative body and only to the extent so authorized. ARTICLE V BOARD OF DIRECTOR'S MEETINGS A. Regular public meetings, also termed General Meetings, of the Board of Directors shall be held at least twice a year at a regular date, time and place established by resolution of the Board pursuant to the provisions of Section 54954 of the Government Code. A regular meeting of the Board shall be held in the month of February at which time the Board shall consider and adopt the annual budget for the Agency for the following fiscal year. The annual meeting shall be held in September at which meeting the Board shall elect officers. B. Special meetings of the Board of Directors may be called by its Chairperson or by the Administrative Committee by its own motion, or shall be called by the Administrative Committee upon written request by any one (1) of its members. Ten (10) days written notice of special meetings shall be given to the official representatives of each member Agency and an agenda specifying the subject of such special meeting shall accompany such notice. Business conducted at said meetings shall be limited to those items specified in the agenda. However, if deemed necessary, due to the urgent nature of the issue, the Chairperson or the administrative Committee, by its own motion, may call for an emergency meeting on a twenty-four (24) hour notice for the purpose of discussion a specific issue. C. The date, time and location of special, and emergency, meetings of the Board of Directors shall be determined by the Chairperson of the Board of Directors. Regular, special and emergency meetings shall be held within the County of San Bernardino. D. Notice of the regular meeting of the Board of Directors shall be given to the respective Board Member, Supervisor, Mayor, and Manager of each member Agency at least thirty (30) days prior to such meeting and an agenda for such meeting shall accompany the notice. E. To the extent not contrary to these By -Laws, Robert's Rules of Order shall govern all meetings of the Board of Directors. 00119668.1 19 ARTICLE VI DUTIES OF AGENCY OFFICERS A. The officers of CONFIRE shall consist of a Chairperson, a Vice -Chairperson, a Secretary and a Treasurer. The Chairperson shall be a member of the Board of Directors. B. In the absence of a Chairperson, or in the event of his inability or refusal to act, the Vice -Chairperson shall perform the duties of the Chairperson, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. C. The Coordinator of communications shall be the Secretary to the Board of Directors, but shall be a non-voting member. D. The Treasurer shall be the Financial Officer from the Consolidated Fire Agency. He shall be a non-voting member. E. The Treasurer shall have the powers and duties as set forth in Section 6505 and 6505.5 of the Government Code, any other applicable provisions of State law, the Agreement, these By -Laws, or as may be established by the Board of Directors. The Treasurer shall serve the Agency without charge to the Agency, except for the administrative services charges to the Consolidated Fire Agency. There shall be strict accountability of all funds of the Agency and a report of all receipts and disbursements as required by Section 6505 of the Government Code. F. The Treasurer shall give a bond in the amount of $25,000 for the faithful discharge of his duties, with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (a) Have charge and custody of and be responsible for all funds, securities and assets of the Agency; receive and give receipts for monies due and payable to the Agency from any source whatsoever, and deposit all such monies in a separate fund in the name of the Agency with the County Auditor/Controller; (b) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors. G. The Secretary shall; (a) keep the minutes of the Agency meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with provisions of these By -haws or as required by law; (c) be custodian of the records of the Agency; (d) in general, perform all duties as, from time to time, may be assigned to him/her by the Board of Directors. 00119668.1 20 ARTICLE VII ADMINISTRATIVE COMMITTEE A. There is hereby established an Administrative Committee of the Agency, which shall be organized and be responsible for functions hereinafter set forth. B. Each public agency that is a signatory member to the Joint Powers Agreement, or an amended Joint Powers Agreement, shall be entitle to one (1) seat on the Administrative Committee for each Chief Officer or Executive of the public agency's departments which share in the CONFIRE System, and shall be entitled to one (1) vote per Chief Officer or executive thereon. Such vote may be cast only by the official representative to the Committee in physical attendance, or by the designated alternate, if such official representative is absent. No proxy votes or absentee voting will be permitted. C. Only the Chief Officer or Executive or designated alternate may represent a participating agency on the Administrative Committee. The Chief Officer or Executive of each member government agency will designate, in writing, to CONFIRE'an alternate who may serve on the Administrative Committee in the absence of such Chief Officer or Executive. D. The Coordinator of Communications shall be the Secretary to the Administrative Committee, as a non-voting member. E. The operations of the Agency shall be conducted under the direction and supervision of the Administrative Committee. Except as specifically excepted herein, no contract or other obligation of this Agency shall be binding unless approved or ratified by the Administrative Committee. F. The Committee may establish rules for its own procedures and have such express or implied authority as is not inconsistent with or contrary to the laws of California, these By -Laws, or the Joint Exercise of Powers Act of the Government Code of the State of California. A quorum for the transaction of all business by the administrative Committee shall consist of a majority of the official .representatives or designated alternates of the member governmental agencies. G. Regular meetings of the Administrative Committee shall be held as required but not less than quarterly each year. Special meetings of the Administrative Committee may be called by its Chairperson, or by a member of the Administrative Committee. The time, date and location of regular meetings of the Administrative Committee shall be determined by the Administrative Committee. The Secretary shall cause to be delivered to each member agency at lease five (5) calendar days prior to the meeting, an agenda and written notice calling a meeting of the Administrative Committee. Meetings of the Administrative Committee must comply with the Brown Act. 00119668.1 21 H. The Administrative Committee Chairperson shall be the principal executive officer of the Agency and shall be authorized to execute documents and instruments on behalf of the Agency and in general shall perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board of Directors. They shall serve a one (1) year term as Chairperson and shall be elected to that position annually by the members of the Administrative Committee. I. The Administrative Committee shall have the authority to contract with other governmental bodies for use of CONFIRE facilities, equipment, and programs and to establish appropriate charges therefore. J. The Administrative Committee shall have the following duties: 1) Within the limits fixed by an approved budget, the Administrative Committee shall conduct the operation of the Agency. 2) Direct the preparation of the proposed annual budget. Following approval thereof by the administrative Committee, the proposed budget shall be submitted to the Board of Directors. After adoption of the annual budget by the Board of Directors, the Administrative Committee shall control all expenditures in accordance with such budget. 3) The Administrative Committee shall have the power to expend funds in accordance with the adopted budget. 4) At each regular meeting of the Board of Directors, the Administrative Committee shall report budget and financial transactions since the previous regular meeting. K. The Administrative Committee shall present a full report of its activities at each regular meeting of the Board of Directors. L. The Administrative Committee shall, as provided by the approved budget, have the authority to hire, fix the salary of, and remove the Coordinator of Communications. ARTICLE VIII TECHNICAL COMMITTEE A. There is hereby established a Technical Committee which shall be organized and be, responsible for functions as hereinafter set f orth . 00119668.1 22 B. Each public agency that is a member of this Agency shall be entitled to one (1) seat on the Technical Committee for each public -safety department which shares in the use of the CONFIRE System, and shall be entitled to one (1) vote per member thereon. Such vote may be cast only by the official representative to the Technical Committee in physical attendance, or by the designated alternate if such official representative is absent. C. The Chief Officer or Executive of each member agency shall appoint a representative and alternate representative to the Technical Committee. D. The Coordinator of Communications shall chair the Technical Committee and report all significant decisions to the Administrative Committee for concurrence. E. The Technical Committee may establish rules for its own procedures. There shall be regularly scheduled meetings held to consider all matters dealing with liaison between the Agency and department personnel, operation of the Agency, and future planning. F. The daily operation of the Agency shall be conducted under the direction and supervision of the Coordinator of Communications; however, they shall call emergency meetings of the Technical Committee should the need arise to meet operational requirements. G. The Technical Committee shall provide to the Administrative Committee recommended solutions to operational problems. H. Members of the Technical Committee, except for the Coordinator of Communications, shall serve without compensation for their services to the Agency. ARTICLE IX COORDINATOR OF COMMUNICATIONS A. The Coordinator of Communications shall perform such duties as shall be delegated by the Administrative Committee. B. The Coordinator of Communications shall attend all Administrative Committee meetings and give advice on technical matters. C. The Coordinator of Communications shall be the Chairperson of the Technical Committee. He shall provide to the Administrative Committee recommendations from the Technical Committee on operations and problems associated with the daily operation and maintenance of the Agency. D. The Coordinator of Communications shall review jointly with the Administrative Committee all bid specifications for the purchase of all communications equipment prior to issuance and equipment modifications by member agencies. 00119668.1 23 ARTICLE X FINANCES A. The fiscal year of the Agency shall end on June 30. B. The Agency budget for the following fiscal year shall be submitted by the Coordinator of Communications to the Administrative Committee on or before January 15 of each year. The Administrative Committee shall adopt a tentative budget on or before February 1 of each year and forwarded the same to the Board of Directors for review. The Board of Directors shall adopt the annual budget for the Agency not later than March 1 of each year; copies shall be mailed immediately to the Chief Administrative Officer of each participating governmental agency. C. The annual budget shall include the necessary funds with which the Agency shall obtain and maintain worker's compensation and liability insurance to fully protect the Agency and each of the member agencies. Said insurance shall be obtained and maintained in force at all times during the effective term of this Agreement. D. The Consolidated Fire Agency shall provide administrative and support services functions to the Agency consisting of personnel administration, facility site usage, purchasing, payroll and related functions. E. Reimbursement to the Consolidated Fire Agency for services in Paragraph D of this Article shall be based upon a cost percentage rate to be determined for the following fiscal year budget. The cost percentage rate shall be given to the Coordinator of Communications in writing from the Consolidated Fire Agency no later than the first day of December preceding the forthcoming fiscal year budget. It is stipulated that the percentage.rate charged by the Consolidated Fire Agency shall not be applied to the following expense items of any approved fiscal year budget appropriation: 1) The expense of the applied percentage rate. 2) Capital Outlay or improvement items. 3) Contract Maintenance items to include telephone expense items. F. The Administrative Committee shall recommend to the Board of Directors cost-sharing charges for all participants in the Agency in an amount sufficient to provide the funds required by the budgets. The Board of Directors shall fix membership assessments and shall advise the Chief Administrative officer of each participating agency thereof on or before April 1 of each year. Any participating agency whose charges have not been paid within sixty (60) days after billing shall pay interest on unpaid balance, not to exceed one percent (1%) per month. The Agency shall have the power to commence an action in its own name against any member agency in default to recover the amount of the obligation due to the Agency hereunder. 00119668.1 24 G. The amount of each participant'scharges shall be determined in accordance with Paragraph H below. H. The activities of the Agency shall be financed by a cost- sharing formula which shall require a proration among the participating agencies based on the demand percentage on the system by the agencies to be determined by the Administrative Committee and approved by the Board of Directors. Expenditures made and indebtedness incurred by the Agency relating to special equipment and services shall be paid entirely by such member agency. Facility and rental and/or space utilization shall be,a separate item approved in the Agency's annual budget. I. The CONFIRE System, as a computer-aided system, encompasses the computer-aided dispatch system (CAD), management information system (MIS), and the records management system (RMS). The RMS of the CONFIRE System will be located at the County Office of Management Services. RMS functional management shall be under the Coordinator of Communications, or his designated representative. The overall administration of the RMS shall be under the Coordinator of Communications' duties consistent with these By - Laws. Reimbursable costs to the Consolidated Fire Agency shall be determined by the Board of Directors in accordance with the Joint Powers Agreement and By -Laws. ARTICLE XI AGENCY EMPLOYEES A. Agency employees are under the authority of the Agency. As such the Agency retains the authority to approve all benefits and privileges that may accrue to Agency employees. However, Agency employees shall be entitled to all benefits and privileges secured by special Districts employees as provided by the Personnel Rules and Regulations of the Office of Special Districts, but subject to the approval of, and the organizational lines of authority contained within the Agency as structured by the Joint Powers Agreement and By -Laws. B. The duties of, and the organizational authority over the Coordinator of Communications are stipulated in previous articles within these By -Laws. The Coordinator of Communications is also authorized to establish a non -management line of supervision to assist him in the day-to-day communications center operations which include delegation of certain personnel management procedures and supervision. Therefore, non -management personnel shall follow the organizational lines of authority as defined by the Coordinator of Communications and set forth within these By -Laws. 00119668.1 25 C. Benefits and privileges of Agency employees shall be associated with the following representation units for the employees of the Office of Special Districts: 1) Coordinator of Communications. A Consolidated Fire Agency recognized Management employee. No representation. 2) Administrative Technician and all Communications employees. The same as the Special Districts recognized non -safety group. D. Paragraph C above does not obligate the agency to recognize the representation units associated with the office of Special Districts for any separate meet and confer matters. However, should employees exercise their rights to secure separate representation units under Employer/Employee Organizations guidelines as set forth in the Government Code of the State of California, Section 3500 et seq, and such representation units are officially recognized by the Agency, then Paragraph C et al., of this Article shall defer to that agreement between the employees and the Agency. E. The office of Special Districts Personnel Office shall immediately provide the Coordinator of Communications with all ratified Memoranda of Understanding (MOU) as affects employees' benefits and privileges. Upon receipt of such MOU(s) the Coordinator of Communications will request a special joint meeting of the Administrative Committee and Board of Directors for determination. ARTICLE XII AUDIT The Board of Directors shall request that the. Treasurer initiate an annual audit of the financial affairs of the Agency, to be made by an independent Certified public Accountant at the end of each fiscal year in accordance with generally accepted auditing principles and as provided in the Agreement. The annual report shall be delivered to each member agency not later than 60 days subsequent to the end of each fiscal year. ARTICLE XIII LIABILITY AND PROPERTY A. Except as otherwise provided by individual contracts, the debts, liabilities, and obligations of the Agency shall not be the debts, liabilities, and obligations of the parties to the Agreement. B. All property, with the exception of assets funded by grant funds, acquired by the Agency shall be owned in common by the parties to the Joint Powers Agreement, in equal shares, unless otherwise determined in writing by all of the parties hereto. The 00119668.1 26 Treasurer shall cause an inventory and asset account to be kept current at all gimes, showing the assets of the Agency. Grant funded equipment or services shall remain the property of the Grantee applicant. C. Any contributions of equipment by any of the member governmental agencies will be assigned a value by the Administrative Committee and such value will be credited to the account of that member and be a part of and included within any distribution formula in the event of withdrawal, termination or dissolution as provided herein. D. Each member shall have a vested interest in all capital acquisitions by the Agency in the same ratio as they are obligated to share in the cost-sharing proration. capital acquisitions from grant funds are excluded. ARTICLE XIV WITHDRAWAL TERMINATION AND DISSOLUTION A. A member may withdraw from this Agency in the manner prescribed by the Agreement; provided, however, that Agency assets directly attributable to the accumulated capital contribution of the withdrawing party shall remain with the system for use by CONFIRE without compensation to the withdrawing party, until the termination of this Agreement and the distribution of assets to all parties in winding up. B. If this Agreement is terminated, assigned or transferred in whole or in part, all property and equipment owned by CONFIRE shall be distributed to the parties; distribution to each party shall be made in the same proportion as that reflected in the members' accumulated capital contribution account as shown in the Treasurer's books of account. Cash may be accepted in lieu of property or equipment. Grant assets remain the property of the Grantee. C. If the parties to the Agreement herein cannot agree asto the valuation and distribution of the property, the valuation and distribution shall be determined by a panel of arbitrators, one being appointed by each agency and one additional arbitrator shall be appointed by a majority of the agencies. All matters relating to valuation and distribution of assets as determined by this panel of arbitrators shall be final and conclusive as to this Agency. D. This Agreement shall not terminate until all property has been distributed in accordance with these provisions; and the winding up and property distribution hereunder shall be affected in the manner calculated to cause the least disruption of existing public safety communications systems. 00119668.1 27 E. on withdrawal of members so as to reduce the number of continuing participants to less than the original number of participating numbers, or upon the action of a majority of participating members to dissolve, then this Agreement and such Agency shall be terminated and dissolved. Upon such termination and dissolution (and after payment of all debts), all individual files and documents and documentation shall be distributed to their owners without charge or offset. The remaining assets or liabilities, excluding grant funded assets, of the Agency shall be distributed among the members who had participated in this Agency as set forth above. F. If the withdrawal of a member causes the remaining members to terminate the Joint Powers Agreement, then the withdrawing member shall participate in the termination of this Agreement as set forth above. ARTICLE XV CONTRACTS, LOANS, CHECKS AND DEPOtiSITS A. The Board of Directors may authorize any officer or officers, agency or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Agency, and such authority may be general or confined to specific instances. B. No loans shall be contracted on behalf of the Agency and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. C. All checks, drafts or other orders for the payment of monies, notes or other evidences of indebtedness issued in the name of the Agency shall be signed by such officer or officers, agent or agents, of the Agency and in such manner as shall from time to time be determined by the Board of Directors. D. All funds of the Agency not otherwise encumbered shall be deposited from time to time to the credit of the Agency in such banks, trust companies or other depositories by the Treasurer with the consent of the Board of Directors. ARTICLE XVI AMENDMENT A. Amendment to these By -Laws maybe proposed by any member of the Board of Directors or by the Administrative Committee. The amendment shall be submitted to the Board of Directors. B. Unanimous approval by the Board of Directors shall be required to adopt any amendment to these By -Laws. 00119668.1 28 ARTICLE XVII EFFECTIVE DATE These By -Laws shall go into effect immediately upon the execution of the Agreement by all of the original participants in the Agency. 00119668.1 29 Appendix 2 To Second Amended Joint Powers Agreement 00119668.1 30 [First Amendment to Joint Powers Agreement] 00119668.1 31 AMENDMENT TO THE JOINT POWERS AGREEMENT OF THE CONFIRE JPA APPROVING A NAME CHANGE TO THE CONSOLIDATED FIRE AGENCIES AND THE ADDITION OF THE RANCHO CUCAMONGA FIRE PROTECTION DISTRICT AS A MEMBER AGENCY This AMENDMENT to the Joint Powers Agreement of the CONFIRE JPA dated this 3rd da}• of tm6r2013, is made by and between the member agencies that comprise the Consolidated Fire Agencies ("CONFIRE"), a joint powers authority of the State of California, and the Rancho Cucamonga Fire Protection District. WHEREAS, the cities of Redlands, Loma Linda, Colton, Rialto and the San Bernardino County Fire Protection District (formerly known as the San Bernardino County Consolidated Fire Agency) entered into a Joint Powers Agreement on May 15, 1990, and through subsequent programs to form the Consolidated Fire Agencies, also known as CONFIRE; and WHEREAS, the Rancho Cucamonga Fire Protection District has approached CONFIRE to express its interest in becoming a voting member; and WHEREAS. Section 5 of the Joint Powers Agreement of CONFIRE ("Agreement") provides that each additional public agency which may hereinafter sign the Agreement is a member of the Agency and is entitled to all the rights and privileges and subject to the obligations of membership, as provided in the Bylaws; and WHEREAS, Article 3 of the Bylaws states that all governmental agencies which provide public safety services are eligible for membership in CONFIRE, provided in part that all members of CONFIRE sign an amendment to the Joint Exercise of Powers Agreement; WHEREAS, Article 3 further states that membership shall be contingent upon execution of the Amendment, and the payment of such new member contribution or buy -in; and WHEREAS, pursuant to Government Code section 6500 et seq., the parties to the Agreement desire to amend the JPA to add the Rancho Cucamonga Fire Protect District as a full voting member of the CONFIRE; and WHEREAS, to that end, each of the member agencies adopted the Amendment to add the Rancho Cucamonga Fire Protection District to the Agreement; and WHEREAS, the membership fee for Rancho Cucamonga Fire Protection District has been determined to be FOUR HUNDRED TWENTY THOUSAND DOLLARS SIX HUNDRED THIRTEEN DOLLARS ($420,613.00); WHEREAS, these changes and terms are hereby accepted as demonstrated by the execution of the written Amendment to the Agreement agreeing to the new terms as set forth therein. 00119668.1 32 NOW, THEREFORE, in consideration of the mutual promises and covcnants herein. contained, the parties hereto agree as follows: I. The Rancho Cucamonga Fire Protection District has agreed to the terms and conditions of this Amendment. The Rancho Cucamonga Fire Protection District, as a member of CONFIRE, further agrees to abide by any applicable CONFIRE bylaws. The Rancho Cucamonga Fire Protection District will sign an addendum becoming a signatory to the CONFIRE Joint Powers Agreement. 2. Upon execution of this Amendment and Addendum, the Rancho Cucamonga Fire Protection District will become a member of the CONFIRE JPA. 3. Approve the Amendment of the CONFIRE Joint Powers Agreement attached hereto and by this reference incorporated herein as Exhibit "A," adding the Rancho Cucamonga Fire Protection District as a member agency of CONFIRE upon its execution of an addendum becoming a signatory to the Agreement. 4. Approve the name change from Consolidated Fire Agencies of the East Valley to simply the Consolidated Fire Agencies. 5. Approve the membership fee for the Rancho Cucamonga Fire Protection District in the amount of FOUR HUNDRED TWENTY THOUSAND DOLLARS SIX HUNDRED THIRTEEN DOLLARS ($420,613.00). 6. That the Chairperson of the Board of Directors of CONFIRE is hereby authorized to execute the proposed addendum to the JPA on behalf of CONFIRE. 7. This Amendment may be executed in counterparts. 8. All other provisions of the Agreement are to remain unchanged. 9. This Amendment is to be effective upon execution by all parties that are currently signatories to the Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to the CONFIRE Joint Powers Agreement to be executed and attested by their officers thereto duly authorized as of the date first above written. [SIGNA,TURES ON THE FOLLOWING PAGES] 00119668.1 33 SIGNATURE PAGE TO THE AMENDN HENT TO THE CONFIRE JOINT POWERS AGREEMENT ATTEST: CITY OF REDLANDS By: 4&By: _ ?"1A Sam win Pete Aguilar City Clerk Mayor Dated: i ATTEST: CITY OF LOMA LINDA R j � Pamela Byrnes- /Carob Rhodes Rigsby City Clerk Mayor Dated: ATTEST: CITY OF COLTON By: c� vdl� Eileen Gomez S 7amora City Clerk Mayor Dated: /p4// .., ATTEST: CITY OF RIALTO JZZ By: .w By:` Barbara McGee Deborah Robe on a City Clerk Mayor Dated: _.__...... 00119668.1 34 SIGNATURE PAGE TO THE AMENDMENT TO THE JOINT POWERS AGREEMENT ATTEST: SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT By: By: Laura H. Welch Janice nutherford Secretary of the Board of Directors Chairp son of the Board of Directors Dated: At 6 -97M 0" A2--. rg-. -; I I $I lie By 00119668.1 35 [Addendum to the Joint Powers Agreement] 00119668.1 36 ADDENDUM TO THE JOINT POWERS AGREEMENT OF CONFIRE ADDING THE RANCHO CUCAMONGA FIRE PROTECTION DISTRICT AS A MEMBER AGENCY :This ADDENDUM to the JOINT POWERS AGREEMENT dated this Lday of, 2013, is made by and between the Consolidated Fire Agencies ("CONFIRE"), a joint powers authority of the State of California, and the Rancho Cucamonga Fire Protection District WHEREAS, Section 5 of the Joint Powers Agreement of CONFIRE ("Agreement"), provides that each additional public agency that becomes a signatory to the Agreement shall become a member who is entitled to all therightsand privileges and subject to the obligations of membership, as provided in the joint powers agreement and the bylaws; and WHEREAS, Section 8 of the Agreement provides that this Agreement may only be amended by written agreement of all the parties; and WHEREAS, the Rancho Cucamonga Fire Protection District desires to become a member of CONFIRE and WHEREAS, all the member cities and districts of the CONFIRE JPA have unanimously approved by resolution adding the Rancho Cucamonga Fire Protection District as its newest member; and WHEREAS, TO THAT END, the Board of Directors of the Rancho Cucamonga Fire Protection District has agreed to the District becoming a signatory to the Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: I. The Rancho Cucamonga Fire Protection District agrees to the terms and conditions of the Agreement incorporated herein by reference as Exhibit "A" and any amendments thereto. 2. The Rancho Cucamonga Fire Protection District further agrees to abide by the CONFIRE bylaws incorporated herein by reference as Exhibit "B" and any amendments thereto. 3. Upon execution of this Addendum to the Agreement, the Rancho Cucamonga Fire Protection District will become a member of the CONFIRE, and will add itself as a signatory to the Agreement by executing Exhibit "C". 4. This Addendum shall become effective upon the execution of the signatory page. [SIGNATURES ON FOLLOWING PAGE] 99999.91354\81 64272.1 00119668.1 37 ADDENDUM TO THE JOINT POWERS AGREEMENT OF CONFIRE ADDING THE RANCHO CUCAMONGA FIRE PROTECTION DISTRICT AS A MEMBER AGENCY CONFIRE, a California joint powers authority BY: Dr. Rhodes Rigsby Chairperson RANCHO CUCAMONGA FIRE PROTECTION DISTRICT BY:4B( Pres'f Director ATTEST.. ATTEST 4 (� BY: BY: + _ Secretary Rick Britt Secretary of CONFIRE 99999.9135418 164272.1 00119668.1 38 Exhibit "A" Joint Powers Agreement [Attached Behind This Page] 99999.91354\8164272.1 00119668.1 39 00119668.1 11 2' 3 4 JOINT POWERS AGREEMENT THIS AGREEMENT is entered into by and between the public agencies signatory hereto, hereinafter called "public agencies." WITNESSETH: 5 WHEREAS, the signatories herein have determthat ined: G 7 there is a need by public agencies within the East End cities of Sen Bernardino County, California, to establish a regional S enc all the citizens of 9 fire ag Y to best serve the needs of 10 said public agencies; and, WHEREAS, said public agencies have heretofore determined 11 public - that the interests of the citizens of each of said public . 13 agencies can best be served by the coordinated use of p j4 safety radio channels and centralized regional Computer aided 15 communications system; and, WHEREAS, said public agencies recognize the mutual 17 benefit of a centralized joint effort for the development, 17_ implementation, and subsequent operation and maintenance of S_ - such a centralized system and, 1�J - WHEREAS, said public agencies desire to centralize and 20 provide safety communication operations; and, 2I WHEREAS, public agencies have h eretof ore determined 22 and necessary to collectively direct the 23 that it is desirable management policies and operational practices of said regional 24 25 fire agency; and, and 26 WHEREAS, the cost of developing, operating 27 1 2s iO I maintaining said centralized systems is more cost effective '2 to such public agencies; and, 3 WHEREAS, said public agencies operate a cooperative d program of fire protection and related functions that are 5 mutually agreed upon; and, G WHEREAS, Title 1, Division 7, Chapter 5 of the Government 7 Code of the State of California authorizes public agencies to 8 enter.into an agreement for the joint exercise of any -power cj common to them; and, 10 WHEREAS, these public agencies possess the power to 11 consolidate public safety communications and operational 12 programs by the execution and implementation of this 13 Agreement. 14 NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL 15 ADVANTAGES TO BE DERIVED THEREFROM, AND IN CONSIDERATION OF 1G THE 2;UTUAL COVENANTS -HEREIN CONTAINED, IT IS AGREED BY AND 17 BETWEEN THE PARTIES HERETO AS FOLLOWS: 1S 1. Agency Established. Pursuant to the joint powers 19 authorization of the California Government Code, the 20 undersigned 'do hereby federate together in a cooperative 21 agency for the joint and mutual operation of a centralized 22 ipublic 'safety communication agency and a cooperative program 23 of fire protection and related functions, to be known as the 24 Consolidated Fire Agencies of the East Valley, hereinafter 25 designated as "CONFIRE," which shall be a public entity 2G separate from the parties to the Agreement. 27 2 23 00119668.1 41 1 2. By -Laws. The Agency shall be subject to, and shall 2 be governed by, those certain By -Laws, a copy of which is 3 attached hereto, marked Exhibit "A" and by this reference made 4 a part of this Agreement. 5 3. Puraose. The purpose of this Agreement shall be as G set forth in Section 1, above, and Article I of the By -Laws. 7 The purpose shall be accomplished- and carried ,out in the $ manner set forth in the By -Laws. 9 - 4. Administration. CONFIRE, as 'established by this 10 Agreement and as governed by its By -paws, shall be the 11 "Agency" to administer this Agreement, pursuant to Point - 12 powers provisions of the Government Code of California. 13 5, membershi Each public agency signatory to this 14 Agreement, and each additional public -agency which may hereafter sign the Agreement, is a member of the Agency and iJ 10 to is entitled to all. the rights and privileges and subject 17 `the obligations of membership, as provided in the by -Laws. 6. Withdrawal of Membershia. This Agreement shall 18 for 19 remain in full force and effect as to all member agencies 20 a mininum of two (2) years from and -after the effective date 21 hereof. Thereafter, any party to this Agreement may cease to 22 be a party hereto end may withdraw from :membership. in the 23- Agency upon the adoption by its legislative body of a 24 resolution of intention to withdraw and the giving of written 25 notice thereof to the Chairman of the Board of Directors of 26 the Agency and to each of the other public agencies signatory 27 3 00119668.1 42 j to this Agreement at least one hundred eighty (180) days prior 2 to the end of the then current fiscal year. 3 7. Powers and Debts of Authority. Agency shall have 4 the power in its own name, to make and enter into contracts, to employ agents and employees, to acquire, hold and dispose G of property, real and personal, to sue and be sued in its own 7 name, and to incur debts, liabilities or -obligations necessary g for the accomplishment of the purpose of this Agreement. 9 However, the debts, liabilities, and obligations of the Agency 10 shall not constitute any debt, liability or obligation to any 11 of the, individual public agencies which are signatory to this 12 Agreement. The -Agency shall not have the power of eminent_ 13 domain nor the power to levy taxes, and its power generally 14 shall be subject -to the restrictions applicable to the Central 15 Valley Fire Protection District. 16 8. Amendment, This Agreement may •not be amended, 17 except written agreement of all the parties, provided, 18 however, that the By -Laws may be amended from time.to time by 191 the method and means provided therein. 20 9. Duration of Aareement. This Agreement shall* 21 continue in effect until terminated by unanimous consent of 22 the parties or until dissolution of the agency in the manner 23 provided. in said By -Laws. Upon such termination, 'or 24 dissolution, the non -grant assets remaining, including any 25 surplus money, shall be disposed of in proportion to 26 contributions made. Grant funded assets shall be disposed of 27 4 2811 00119668.1 43 lJlin accordance with Federal and State regulations and 2 instructions. 3 lo. Enforcement. Agency is hereby given the power to 4 enforce this Agreement. If suit is necessary to enforce any 5 of the provisions hereof, including any provision of the By - 5 Taws, the defaulting member shall pay reasonable attorney fees 7 to the Agency as adjudicated and determined by the -Court. 8 11. Authorization. Upon execution of this Agreement, 0 each member shall deliver to the Agency a certified copy of 14 a governing board action, resolution- or minute order authorizing and directing the execution of this Agreement. 12 12. Board of Directors. i3 A. There is established a Board of Directors for the 14 Agency which shall consist of a representative of the 15 governing body of each member agency. The governing body of 1� each member agency shall designate in writing to CQNFIRE, the 17 primary and alternate members to serve on the Board of 1S Directors. At its annual meeting, the Board of Directors shall 19 select one of its members to serve as Chairperson of the Board 20 until the next annual meeting. The Chairpersonship of the 21 Board of Directors shall rotate annually in a fixed sequence 22 among .the members. 23 B. The Board of Directors shall have the responsibility 24 for the appointment of auditors, approval of new members, and 25 approval of the annual budget and assessment schedule of the 26 Agency, and the exercise of those powers granted to it by the 27 5 2s 00119668.1 44 I By -Laws. 2 C. Each public agency which is a member of the Agency 3 shall be entitled to one (1) Director on the Board and shall. 4 be entitled to one (1) vote thereon. such one vote may be cast only by the member agency's designated primary or alternate representative in attendance. 7 13. Source of Funds. . Any contributions. of funds by S .-ember agencies shall be apportioned based on the number of fires in each agency's jurisdiction over the immediate 10 preceding two year period. ))_ 14. Accountability and Audits. The Agency shall be 12 strictly accountable for all: funds and shall report all 13 receipts and disbursements, as required by Government Code 14 section 6505, The Treasurer of San Bernardino County shall 15 act as treasurer and depositary for the Agency pursuant to 1G Government Code section 6505.5, and shall handle and have 17 access to Agency property, under an official bond in an anount IS fixed by the member agencies. The Agency shall contract for 19 a certified public accountant to perforin an annual audit -of 20 the accounts and records of the Agency, and a report thereof 21 shall be filed as public record with each of the contracting 22 parties and with the Auditor of the County of San Bernardino 23 within 60 days subsequent to the -end of the fiscal year under 24 examination. 25 15. Indemnification. Each party hereby agrees to 26 defend, indemnify, and hold each other party, its elected 27 6 28 00119668.1 45 1 2 3 4 5 officials, officers, agents, and employees free and harmless from any and all liability or claims for personal injury, death, and property damage which may arise from the indemnifying party's negligent acts or omissions under this Agreement. None of the parties shall be held responsible or liable to any other party for any loss, damage or delay caused st 7 by accidents, rikes; lockouts, fire, flood, act of civil or g military authority or by insurrection or'riot_or by any other 9 cause which is beyond its control. 10 16. Effective Date of Agreement. This Agreement shall 11 become effective upon its execution by the cities of colton, Loma Linda, Redlands, and Rialto, the Central Valley Fire 12 Protection District and the -San Bernardino County Consolidated 13 rite Agency. Within 30 days of said date, the Agency shall 14 15 cause notice of this Agreement to be filed with the Secretary 16 of State of California, pursuant to Government Code section 1? 6503.5. 18 19 20 •21 .22 23 24 25 27 2& 00119668.1 46 7 1IN WITNESS WHEREOF, the undersigned public agencies have 2 set their signature on the respective dates set forth below. 3 This document may be signed in duplicate originals. 4 ATTEST: CITY OF-REDIJAMS A Municipal Corporation 8 Ci C erk May9%r; 9' 10 ATTEST: CITY OF LOMA LINDA A Municipal Corporation 1112 13 City- Clerk Y r 14 15 ATTEST: CITY OF - COLTON A Municipal Corporation 16 17 Z' IS City Clerk Ma r 19 - 20 ATTEST: CITY OF RIALTO 21 A Municipal Cbrporation 22 $y: 23 Cy leek- or ,24. 25 26 27 2s 00119668.1 47 1 2 3 4 5 6 8 10 11 12 13 14 .15 16 It 18 20 21 22 23 24 25 26 27 28 00119668.1 Cle C- the board Supervisprs SP?R0%,ED AS 10 FORM DACEo 5 1999 Alan K lt1aryS.C00 iY CM -TORN A DCS TY THM jo 1!:E CHAR. MID _to zz calao .Pp• '•� �•yfit`y 9 SAN BERNARDINO COUNTY CONSOLIDATED FIRE AGENCY By •Chairman, Board of Supervisors of San Bernardino County, as Governing Body of San Bernardino County Consolidated Fire Agency CENTRAL VALLEY FIRE PROTECTION DISTRICT By: Chairman, Board of Supervisors of..San Bernardino County, as Governing. Body of Central Valley Fire Protection Distric EXHIBIT A BY-LAWS CONFIRE ARTICLE I PURPOSE The CONSOLIDATED FIRE AGENCIES OF THE EAST VALLEY (CONFIRE) is a co-operative association voluntarily established by its members pursuant to the Joint Exercise of Powers Act of the Government Code of the State of California for the purpose of providing hardware, software, services, and other items necessary and appropriate for the establishment, operation, and maintenance of a joint centralized public safety communications system and a cooperative program of fire related functions for the mutual benefit of the members of the Agency, to provide such services on a contract basis to other governmental units, and to provide a forum for discussion, study, development and implementation of recommendations of mutual interest regarding public safety communications and related matters within member agencies. CONFIRE is sometimes hereinafter referred to as the "Agency." ARTICLE II POWERS The powers of the Agency include, but are not limited to the following: a) to enter into contracts, including the performance of services for other governmental units; b) to employ agents and employees; C) to acquire, lease, hold, and dispose of property, real and personal; d) to incur debts, liabilities or obligations; e) the purchase or lease of the equipment and machinery necessary; f) the employment of the necessary personnel and the operation and maintenance of a communications system; g) all powers necessary and incidental to carrying out the purpose set forth in ARTICLE I of these By -Laws; and h) the power to sue and be sued in its own name. 00119668.1 49 ARTICLE III PARTICIPATION A. All governmental agencies which provide public safety services are eligible for membership of this Agency, provided the parties to the existing Agency agree and all parties sign an amended Joint Exercise of Powers Agreement. B. Membership shall be contingent upon the execution of the Joint PowersAgreement creating and establishing this Agency and the payment by each such governmental agency of a fee to be determined and agreed upon by the majority vote of Board of Directors. The Board of Directors may, by a similar vote, impose to the terms, costs, and assessment charges as specified in the Agreement or By - Laws . All fees, costs, and assessment charges shall become the revenue of the Agency. C. Upon becoming a member, all new members shall become subject to the same financial obligations of CONFIRE as all other members, unless otherwise specifically agreed to in the amended Joint Exercise of Powers Agreement. ARTICLE IV BOARD OF DIRECTORS A. The Board of Directors shall function as set forth in Section 12 of the Joint Powers Agreement and as further set forth herein. B. The member agency's principal or alternative representative shall serve until a successor is appointed by the appointing powers. A vacancy shall immediately occur in the office of any officer upon the resignation or death of such person holding such office, or upon his ceasing to be an officer or employee of any member government. Upon a vacancy occurring in any office, the Board of Directors may appoint a successor to fill the vacancy until the member agency represented by the officer assigns a new member to represent the governmental agency. The rotation of officers may be advanced one year before the vacancy has been filled if the Board of Directors finds this advisable. C. The Board of Directors may establish rules governing its own conduct and procedure and have such express or implied powers which are not inconsistent with or contrary to the laws of the State of California, these By -Laws, or Agreement. D. A quorum for the transaction of all business by such Board of Directors shall consist of a majority of the representative membership. E. No one serving on the Board of Directors shall receive any salary or compensation from the Agency. 00119668.1 50 F. The Board, on behalf of the Agency, may accept contributions or donations and may apply for and use grants or loans of money or other property from the state, or any other governmental units, or individuals, foundations or organizations and may enter into agreements required in connection therewith and may hold, use and dispose of such monies or property in accordance with the terms of the grant, donation, loan or agreement relating thereto. However, nothing in this section should be construed to require the participation or financial obligation of any member agency without the express written authorization in the form of a resolution by its legislative body and only to the extent so authorized. ARTICLE V BOARD OF DIRECTOR'S MEETINGS A. Regular public meetings, also termed General Meetings, of the Board of Directors shall be held at least twice a year at a regular date, time and place established by resolution of the Board pursuant to the provisions of Section 54954 of the Government Code. A regular meeting of the Board shall be held in the month of February at which time the Board shall consider and adopt the annual budget for the Agency for the following fiscal year. The annual meeting shall be held in September at which meeting the Board shall elect officers. B. Special meetings of the Board of Directors may be called by its Chairperson or by the Administrative Committee by its own motion, or shall be called by the Administrative Committee upon written request by any one (1) of its members. Ten (10) days written notice of special meetings shall be given to the official representatives of each member Agency and an agenda specifying the subject of such special meeting shall accompany such notice. Business conducted at said meetings shall be limited to those items specified in the agenda. However, if deemed necessary, due to the urgent nature of the issue, the Chairperson or the administrative Committee, by its own motion, may call for an emergency meeting on a twenty-four (24) hour notice for the purpose of discussion a specific issue. C. The date, time and location of special, and emergency, meetings of the Board of Directors shall be determined by the Chairperson of the Board of Directors. Regular, special and emergency meetings shall be held within the County of San Bernardino. D. Notice of the regular meeting of the Board of Directors shall be given to the respective Board Member, Supervisor, Mayor, and Manager of each member Agency at least thirty (30) days prior to such meeting and an agenda for such meeting shall accompany the notice. E. To the extent not contrary to these By -Laws, Robert's Rules of Order shall govern all meetings of the Board of Directors. 00119668.1 51 ARTICLE VI DUTIES OF AGENCY OFFICERS A. The officers of CONFIRE shall consist of a Chairperson, a Vice -Chairperson, a Secretary and a Treasurer. The Chairperson shall be a member of the Board of Directors. B. In the absence of a Chairperson, or in the event of his inability or refusal to act, the Vice -Chairperson shall perform the duties of the Chairperson, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. C. The Coordinator of Communications shall be the Secretary to the Board of Directors, but shall be a non-voting member. D. The Treasurer shall be the Financial Officer from the Consolidated Fire Agency. He shall be a non-voting member. E. The Treasurer shall have the powers and duties as set forth in Section 6505 and 6505.5 of the Government Code, any other applicable provisions of State law, the Agreement, these By -Laws, or as may be established by the Board of Directors. The Treasurer shall serve the Agency without charge to the Agency, except for the administrative services charges to the Consolidated Fire Agency. There shall be strict accountability of all funds of the Agency and a report of all receipts and disbursements as required by Section 6505 of the Government Code. F. The Treasurer shall give a bond in the amount of $25,000 for the faithful discharge of his duties, with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (a) Have charge and custody of and be responsible for all funds, securities and assets of the Agency receive and give receipts for monies due and payable to the Agency from any source whatsoever, and deposit all such monies in a separate fund in the name of the Agency with the County Auditor/Controller; (b) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors. G. The Secretary shall; (a) keep the minutes of the Agency meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with provisions of these By -Laws or as required by law; (c) be custodian of the records of the Agency; (d) in general, perform all duties as, from time to time, may be assigned to him/her by the Board of Directors. 00119668.1 52 ARTICLE VII ADMINISTRATIVE COMMITTEE A. There is hereby established an Administrative Committee of the Agency, which shall be organized and be responsible for functions hereinafter set forth. B. Each public agency that is a signatory member to the Joint Powers Agreement, or an amended Joint Powers Agreement, shall be entitle to one (1) seat on the Administrative Committee for each Chief Officer or Executive of the public agency's departments which share in the CONFIRE System, and shall be entitled to one (1) vote per Chief Officer or executive thereon. Such vote may be cast only by the official representative to the Committee in physical attendance, or by the designated alternate, if such official representative is absent. No proxy votes or absentee voting will be permitted. C. only the Chief Officer or Executive or designated alternate may represent a participating agency on the Administrative Committee. The Chief Officer or Executive of each member government agency will designate, in writing, to CONFIRE an alternate who may serve on the Administrative Committee in the absence of such Chief Officer or Executive. D. The Coordinator of Communications shall be the Secretary to the Administrative Committee, as a non-voting member. E. The operations of the Agency shall be conducted under the direction and supervision of the Administrative Committee_ Except as specifically excepted herein, no contract or other obligation of this Agency shall be binding unless approved or ratified by the Administrative Committee. F. The Committee may establish rules for its own procedures and have such express or implied authority as is not inconsistent with or contrary to the laws of California, these By -Laws, or the Joint Exercise of Powers Act of the Government Code of the State of California. A quorum for the transaction of all business by the administrative Committee shall consist of a majority of the official .representatives or designated alternates of the member governmental agencies. G. Regular meetings of the Administrative Committee shall be held as required but not less than quarterly each year. Special meetings of the Administrative Committee may be called by its Chairperson, or by a member .of the Administrative Committee. The time, date and location of regular meetings of the Administrative Committee shall be determined by the Administrative Committee. The Secretary shall cause to be delivered to each member agency at lease five (5) calendar days prior to the meeting, an agenda and written notice calling a meeting of the Administrative Committee. Meetings of the Administrative Committee must comply with the Brown Act. 00119668.1 53 H. The Administrative Committee Chairperson shall be the principal executive officer of the Agency and shall be authorized to execute documents and instruments on behalf of the Agency and in general shall perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board of Directors. They shall serve a one (1) year term as Chairperson and shall be elected to that position annually by the members of the Administrative Committee. I'. The Administrative. Committee shall have the authority to contract with other governmental bodies for use of CONFIRE facilities, equipment, and programs and to establish appropriate charges therefore. J. The Administrative Committee shall have the following duties: 1) Within the limits fixed by an approved budget, the Administrative Committee shall conduct the operation of the Agency. 2) Direct the preparation of the proposed annual budget. Following approval thereof by the administrative Committee, the proposed budget shall be submitted to the Board of Directors. After adoption of the annual budget by the Board of Directors, the Administrative Committee shall control all expenditures in accordance with such budget. 3) The Administrative Committee shall have the power to expend funds in accordance with the adopted budget. 4) At each regular meeting of the Board of Directors, the Administrative Committee shall report budget and financial transactions since the previous regular meeting. K. The Administrative Committee shall present a full report of its activities at each regular meeting of the Board of Directors. L. The Administrative Committee shall, as provided by the approved budget, have the authority to hire, fix the salary of, and remove the Coordinator of Communications. ARTICLE VIII TECHNICAL COMMITTEE A. There is hereby established a Technical Committee which shall be organized and be; responsible for functions as hereinafter set forth. 00119668.1 54 B. Each public agency that is a member of this Agency shall be entitled to one (1) seat on the Technical Committee for each public -safety department which shares in the use of the CONFIRE System, and shall be entitled to one (1) vote per member thereon. Such vote may be cast only by the official representative to the Technical Committee in physical attendance, or by the designated alternate if such official representative is absent. C. The Chief Officer or Executive of each member agency shall appoint a representative and alternate representative to the Technical Committee. D. The Coordinator of Communications shall chair the Technical Committee and report all significant decisions to the Administrative Committee for concurrence. E. The Technical Committee may establish rules for its own procedures. There shall be regularly scheduled meetings held to consider all matters dealing with liaison between the Agency and department personnel, operation of the Agency, and future planning. F. The daily operation of the Agency shall be conducted under the direction and supervision of the Coordinator of Communications; however, they shall call emergency meetings of the Technical Committee should the need arise to meet operational requirements. G. The Technical Committee shall provide to the Administrative Committee recommended solutions to operational problems. H. Members of the Technical Committee, except for the Coordinator of Communications, shall serve without compensation for their services to the Agency. ARTICLE IX COORDINATOR OF COMMUNICATIONS A. The Coordinator of Communications shall perform such duties as shall be delegated by the Administrative Committee. B. The Coordinator of Communications shall attend all Administrative Committee meetings and give advice on technical matters. C. The Coordinator of Communications shall be the Chairperson of the Technical Committee. He shall provide to the Administrative Committee recommendations from the Technical Committee on operations and problems associated with the daily operation and maintenance of the Agency. D. The Coordinator of Communications shall review jointly with the Administrative Committee all bid specifications for the purchase of all communications equipment prior to issuance and equipment modifications by member agencies. 00119668.1 55 ARTICLE X FINANCES A. The fiscal year of the Agency shall end on June 30. B. The Agency budget for the following fiscal year shall be submitted by the Coordinator of Communications to the Administrative Committee on or before January 15 of each year. The Administrative Committee shall adopt a tentative budget on or before February 1 of each year and forwarded the same to the Board of Directors for review. The Board of Directors shall adopt the annual budget for the Agency not later than March 1 of each year; copies shall be mailed immediately to the Chief Administrative Officer of each participating governmental agency. C. The annual budget shall include the necessary funds with which the Agency shall obtain and maintain worker's compensation and liability insurance to fully protect the Agency and each of the member agencies. Said insurance shall be obtained and maintained in force at all times during the effective term of this Agreement. D. The Consolidated Fire Agency shall provide administrative and support services functions to the Agency consisting of personnel administration, facility site usage, purchasing, payroll and related functions. E. Reimbursement to the Consolidated Fire Agency for services in Paragraph D of this Article shall be based upon a cost percentage rate to be determined for the following fiscal year budget. The cost percentage rate shall be given to the Coordinator of Communications in writing from the Consolidated Fire Agency no later than the first day of December preceding the forthcoming fiscal year budget. It is stipulated that the percentage.rate charged by the Consolidated Fire Agency shall not be applied to the following expense items of any approved fiscal year budget appropriation: 1) The expense of the applied percentage rate. 2) Capital Outlay or improvement items. 3) Contract Maintenance items to include telephone expense items. F. The Administrative Committee shall recommend to the Board of Directors cost-sharing charges for all participants in the Agency in an amount sufficient to provide the funds required by the budgets. The Board of Directors shall fix membership assessments and shall advise the Chief Administrative officer of each participating agency thereof on or before April 1 of each year. Any participating agency whose charges have not been paid within sixty (60) days after billing shall pay interest on unpaid balance, not to exceed one percent (1%) per month. The Agency shall have the power to commence an action in its own name against any member agency in default to recover the amount of the obligation due to the Agency hereunder. 00119668.1 56 G The amount of each participant's charges shall be determined in accordance with Paragraph H below. H. The activities of the Agency shall be financed by a cost- sharing formula which shall require a proration among the participating agencies based on the demand percentage on the system by the agencies to be determined by the Administrative Committee and approved by the Board of Directors. Expenditures made and indebtedness incurred by the Agency relating to special equipment and services shall be paid entirely by such member agency. Facility and rental and/or space utilization shall be a separate item approved in the Agency's annual budget. I. The CONFIRE System, as a computer-aided system, encompasses the computer-aided dispatch system (CAD), management information system (MIS), and the records management system (RMS). The RMS of the CONFIRE System will be located at the County Office of Management Services_ RMS functional management shall be under the Coordinator of Communications, or his designated representative. The overall administration of the RMS shall be under the Coordinator of Communications' duties consistent with these By - Laws. Reimbursable costs to the Consolidated Fire Agency shall be determined by the Board of Directors in accordance with the ,joint Powers Agreement and By -Laws. ARTICLE XI AGENCY EMPLOYEES A. Agency employees are under the authority of the Agency. As such the Agency retains the authority to approve all benefits and privileges that may accrue to Agency employees. However, Agency employees shall be entitled to all benefits and privileges secured by Special. Districts employees as provided by the Personnel Rules and Regulations of the office of Special Districts, but subject to the approval of, and the organizational lines of authority contained within the Agency as structured by the Joint Powers Agreement and By -Laws. B. The duties of, and the organizational authority over the Coordinator of Communications are stipulated in previous articles within these By -Laws. The Coordinator of Communications is also authorized to establish a non -management line of supervision to assist him in the day-to-day communications center operations which include delegation of certain personnel management procedures and supervision. Therefore, non -management personnel shall follow the organizational lines of authority as defined by the Coordinator of Communications and set forth within these By -Laws. 00119668.1 57 C. Benefits and privileges of Agency employees shall be associated with the following representation units for the employees of the office of Special Districts: 1) Coordinator of Communications. A Consolidated Fire Agency recognized Management employee. No representation. 2) Administrative Technician and all Communications employees. The same as the Special Districts recognized non -safety group. D. Paragraph C above does not obligate the agency to recognize the representation units associated with the Office of Special Districts for any separate meet and confer matters. However, should employees exercise their rights to secure separate representation units under Employer/Employee organizations guidelines as set forth in the Government Code of the State of California, Section 3500 et seq, and such representation units are officially recognized by the Agency, then Paragraph C et al., of this Article shall defer to that agreement between the employees and the Agency. E. The office of Special Districts Personnel Office shall immediately provide the Coordinator of Communications with all ratified Memoranda of Understanding (MOU) as affects employees' benefits and privileges. Upon receipt of such MOU(s) the Coordinator of Communications will request a special joint meeting of the Administrative Committee and Board of Directors for determination. ARTICLE XII AUDIT The Board of Directors shall request that the. Treasurer initiate an annual audit of the financial affairs of the Agency, to be made by an independent Certified public Accountant at the end of each fiscal year in accordance with generally accepted auditing principles and as provided in the Agreement. The annual report shall be delivered to each member agency not later than 60 days subsequent to the end of each fiscal year. ARTICLE XIII LIABILITY AND PROPERTY A. Except as otherwise provided by individual contracts, the debts, liabilities, and obligations of the Agency shall not be the debts, liabilities, and obligations of the parties to the Agreement.. B. All property, with the exception of assets funded by grant funds, acquired by the Agency shall be owned in common by the parties to the Joint Powers Agreement, in equal shares, unless otherwise determined in writing by all of the parties hereto. The 00119668.1 58 Treasurer shall cause an inventory and asset account to be kept current at all gimes, showing the assets of the Agency.. Grant funded equipment or services shall remain the property of the Grantee applicant. C. Any contributions of equipment by any of the member governmental agencies will be assigned a value by the Administrative Committee and such value will be credited to the account of that member and be a part of and included within any distribution formula in the event of withdrawal, termination or dissolution as provided herein. D. Each member shall have a vested interest in all capital acquisitions by the Agency in the same ratio as they are obligated to share in the cost-sharing proration. capital acquisitions from grant funds are excluded. ARTICLE XIV WITHDRAWAL, TERMINATION AND DISSOLUTION A. A member may withdraw from this Agency in the manner prescribed by the Agreement; provided, however, that Agency assets directly attributable to the accumulated capital contribution of the withdrawing party shall remain with the system for use by CONFIRE without compensation to the withdrawing party, until the termination of this Agreement and the distribution of assets to all parties in winding up. B. If this Agreement is terminated, assigned or transferred in whole or in part, all property and equipment owned by CONFIRE shall be distributed to the parties; distribution to each party shall be made in the same proportion as that reflected in the members' accumulated capital contribution account as shown in the Treasurer's books of account. Cash may be accepted in lieu of property or equipment. Grant assets remain the property of the Grantee. C. If the parties to the Agreement herein cannot agree as to the valuation and distribution of the property, the valuation and distribution shall be determined by a panel of arbitrators, one being appointed by each agency and one additional arbitrator shall be appointed by a majority of the agencies. All matters relating to valuation and distribution of assets as determined by this panel of arbitrators shall be final and conclusive as to this Agency. D. This Agreement shall not terminate until all property has been distributed in accordance with these provisions; and the winding up and property distribution hereunder shall be affected in the manner calculated to cause the least disruption of existing public safety communications systems. 00119668.1 59 E. on withdrawal of members so as to reduce the number of continuing participants to less than the original number of participating numbers, or upon the action of a majority of participating members to dissolve, then this Agreement and such Agency shall be terminated and dissolved. Upon such termination and dissolution (and after payment of all debts), all individual files and documents and documentation shall be distributed to their owners without charge or offset. The remaining assets or liabilities, excluding grant funded assets, of the Agency shall be distributed among the members who had participated in this Agency as set forth above. F. If the withdrawal of a member causes the remaining members to terminate the Joint Powers Agreement, then the withdrawing member shall participate in the termination of this Agreement as set forth above. ARTICLE XV CONTRACTS LOANS CHECKS AND DEPOSITS A. The Board of Directors may authorize any officer or officers, agency or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Agency, and such authority may be general or confined to specific instances. B. No loans shall be contracted on behalf of the Agency and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. C. All checks, drafts or other orders for the payment of monies, notes or other evidences of indebtedness issued in the name of the Agency shall be signed by such officer or officers, agent or agents,, of the Agency and in such manner as shall from time to time be determined by the Board of Directors. D. All funds of the Agency not otherwise encumbered shall be deposited from time to time to the credit of the Agency in such banks, trust companies or other depositories by the Treasurer with the consent of the Board of Directors. ARTICLE XVI AMENDMENT' A. Amendment to these By -Laws may be proposed by any member of the Board of Directors or by the Administrative Committee. The amendment shall be submitted to the Board of Directors. B. Unanimous approval by the Board of Directors shall be required to adopt any amendment to these By -Laws. 00119668.1 60 ARTICLE XVII EFFECTIVE DATE These By -Laws shall go into effect immediately upon the execution of the Agreement by all of the original participants in the Agency. 00119668.1 61 Exhibit `B" Bylaws [Attached Behind This Page] 99999.913 54%8164272.1 00119668.1 62 BY-LAWS CONFIRE ARTICLE I PURPOSE The CONSOLIDATED FIRE AGENCIES OF THE EAST VALLEY (CONFIRE) is a co-operative association voluntarily established by its members pursuant to the Joint Exercise of Powers Act of the Government Code of the State of California for the purpose of providing hardware, software, services, and other items necessary and appropriate for the establishment, operation, and maintenance of a joint centralized public safety communications system and a cooperative program of fire related functions for the mutual benefit of the members of the Agency, to provide such services on a contract basis to other governmental units, and to provide a forum for discussion, study, development and implementation of recommendations of mutual interest regarding public safety communications and related matters within member agencies. CONFIRE is sometimes hereinafter referred to as the "Agency.0 ARTICLE II POWERS The powers of the Agency include, but are not limited to the following: a) to enter into contracts, including the performance of services for other governmental units; b) to employ agents and employees; C) to acquire, lease, hold,, and dispose of property, real and personal; d) to incur debts,, liabilities or obligations; e) the purchase or lease of the equipment and machinery necessary; f) the employment of the necessary personnel and the operation and maintenance of a communications system; g) all powers necessary and incidental to carrying out the purpose set forth in ARTICLE I of these By -Laws; and h) the power to sue and be sued in its own name. 00119668.1 63 ARTICLE III PARTICIPATION A. All governmental agencies which provide public safety services are eligible for membership of this Agency, provided the parties to the existing Agency agree and all parties sign an amended Joint Exercise of Powers Agreement. B. Membership shall be contingent upon the execution of the Joint Powers Agreement creating and establishing this Agency and the payment by each such governmental agency of a fee to be determined and agreed upon by the majority vote of Board of Directors. The Board of Directors may, by a similar vote, impose to the terms, costs, and assessment charges as specified in the Agreement or By - Laws . All fees, costs, and assessment charges shall become the revenue of the Agency. C. Upon becoming a member, all new members shall become subject to the same financial obligations of CONFIRE as all other members, unless otherwise specifically agreed to in the amended Joint Exercise of Powers Agreement. ARTICLE IV BOARD OF DIRECTORS A. The Board of Directors shall function as set forth in Section 12 of the Joint Powers Agreement and as further set forth herein. B. The member agency's principal or alternative representative shall serve until a successor is appointed by the appointing powers. A vacancy shall immediately occur in the office of any officer upon the resignation or death of such person holding such office, or upon his ceasing to be an officer or employee of any member government. Upon a vacancy occurring in any office, the Board of Directors may appoint a successor to fill the vacancy until the member agency represented by the officer assigns a new member to represent the governmental agency. The rotation of officers may be advanced one year before the vacancy has been filled if the Board of Directors finds this advisable. C. The Board of Directors may establish rules governing its own conduct and procedure and have such express or implied powers which are not inconsistent with or contrary to the laws of the State of California, these By -Laws, or Agreement. D. A quorum for the transaction of all business bysuchBoard of Directors shall consist of a majority of the representative membership. E. No one serving on the Board of Directors shall receive any salary or compensation from the Agency. 00119668.1 64 F. The Board, on behalf of the Agency, may accept contributions or donations and may apply for and use grants or loans of money or other property from the state, or any other governmental units, or individuals, foundations or organizations and may enter into agreements required in connection therewith and may hold, use and dispose of such monies or property in accordance with the terms of the grant, donation, loan or agreement relating thereto. However, nothing in this section should be construed to require the participation or financial obligation of any member agency without the express written authorization in the form of a resolution by its legislative body and only to the extent so authorized. ARTICLE V BOARD OF DIRECTOR'S MEETINGS A. Regular public meetings, also termed General Meetings, of the Board of Directors shall be held at least twice a year at a regular date, time and place established by resolution of the Board pursuant to the provisions of Section 54954 of the Government Code. A regular meeting of the Board shall be held in the month of February at which time the Board shall consider and adopt the annual budget for the Agency for the following fiscal year. The annual meeting shall be held in September at which meeting the Board shall elect officers. B. Special meetings of the Board of Directors may be called by its Chairperson or by the Administrative Committee by its own motion, or shall be called by the Administrative Committee upon written request by any one (1) of its members. Ten (10) days written notice of special meetings shall be given to the official representatives of each member Agency and an agenda specifying the subject of such special meeting shall accompany such notice. Business conducted at said meetings shall be limited to those items specified in the agenda. However, if deemed necessary, due to the urgent nature of the issue, the Chairperson or the administrative Committee, by its own motion, may call for an emergency.meeting on a twenty-four (24) hour notice for the purpose of discussion a specific issue. C. The date, time and location of special, and emergency, meetings of the Board of Directors shall be determined by the Chairperson of the Board of Directors. Regular, special and emergency meetings shall be held within the County of San Bernardino. D. Notice of the regular meeting of the Board of Directors shall be given to the respective Board Member, Supervisor, Mayor, and Manager of each member Agency at least thirty (30) days prior to such meeting and an agenda for such meeting shall accompany the notice. E. To the extent not contrary to these By -Laws, Robert's Rules of Order shall govern all meetings of the Board of Directors. 00119668.1 65 ARTICLE VI DUTIES OF AGENCY OFFICERS A. The officers of CONFIRE shall consist of a Chairperson, a Vice -Chairperson, a Secretary and a Treasurer. The Chairperson shall be a member of the Board of Directors. B. in the absence of a Chairperson, or in the event of his inability or refusal to act, the Vice -Chairperson shall perform the duties of the Chairperson, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. C. The Coordinator of Communications shall be the Secretary to the Board of Directors, but shall be a non-voting member. D. The Treasurer shall be the Financial Officer from the Consolidated Fire Agency. He shall be a non-voting member. E. The Treasurer shall have the powers and duties as set forth in Section 6505 and 6505.5 of the Government Code, any other applicable provisions of State law, the Agreement,'these By -Laws, or as may be established by the Board of Directors. The Treasurer shall serve the Agency without charge to the Agency, except for the administrative services charges to the Consolidated Fire Agency. There shall be strict accountability of all funds of the Agency and a report of all receipts and disbursements as required by Section 6505 of the Government Code. F. The Treasurer shall give a bond in the amount of $25,060 for the faithful discharge of his duties, with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (a) Have charge and custody of and be responsible for all funds, securities and assets of the Agency; receive and give receipts for monies due and payable to the Agency from any source whatsoever, and deposit all such monies in a separate fund in the name of the Agency with the County Auditor/Controller; (b) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors. G. The Secretary shall; (a) keep the minutes of the Agency meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with provisions of these By -Laws or as required by law; (c) be custodian of the records of the Agency; (d) in general, perform all duties as, from time to time, may be assigned to him/her by the Board of Directors. 0011966&1 66 ARTICLE VII ADMINISTRATIVE COMMITTEE A. There is hereby established an Administrative Committee of the Agency, which shall be organized and be responsible for functions hereinafter set forth. B. Each public agency that is a signatory member to the Joint Powers Agreement, or an amended Joint Powers Agreement, shall be entitle to one (1) seat on the Administrative Committee for each Chief Officer or Executive of the public agency's departments which share in the CONFIRE System, and shall be entitled to one (1) vote per Chief Officer or executive thereon. Such vote may be cast only by the official representative to the Committee in physical attendance, or by the designated alternate, if such official representative is absent. No proxy votes or absentee voting will be permitted. C. Only the Chief Officer or Executive or designated alternate may represent a participating agency on the Administrative Committee. The Chief Officer or Executive of each member government agency will designate, in writing, to CONFIRE'an alternate who may serve on the Administrative Committee in the absence of such Chief Officer or Executive. D. The Coordinator of Communications shall be the Secretary to the Administrative Committee, as a non-voting member. E. The operations of the Agency shall be conducted under the direction and supervision of the Administrative Committee. Except as specifically excepted herein, no contract or other obligation of this Agency shall be binding unless approved or ratified by the Administrative Committee. F. The Committee may establish rules for its own procedures and have such express or implied authority as is not inconsistent with or contrary to the laws of California, these By -Laws, or the Joint Exercise of Powers Act of the Government Code of the State of California. A quorum for the transaction of all business by the administrative Committee shall consist of a majority of the official .representatives or designated alternates of the member governmental agencies. G. Regular meetings of the Administrative Committee shall be held as required but not less than quarterly each year. Special meetings of the Administrative Committee may be called by its Chairperson, or by a member of the Administrative Committee. The time, date and location of regular meetings of the Administrative Committee shall be determined by the Administrative Committee. The Secretary shall cause to be delivered to each member agency at lease five (5) calendar days prior to the meeting, an agenda and written notice calling a meeting of the Administrative Committee. Meetings of the Administrative Committee must comply with the Brown Act. 00119668.1 67 H. The Administrative Committee Chairperson shall be the principal executive officer of the Agency and shall be authorized to execute documents and instruments on behalf of the Agency and in general shall perform all duties, incident to the office of Chairperson and such other duties as may be prescribed by the Board of Directors. They shall serve a one (1) year term as Chairperson and shall be elected to that position annually by the members of the Administrative Committee. I. The Administrative Committee shall have the authority to contract with other governmental bodies for use of CONFIRE facilities, equipment, and programs and to establish appropriate charges therefore. J. The Administrative Committee shall have the following duties: 1) Within the limits fixed by an approved budget, the Administrative Committee shall conduct the operation of the Agency. 2) Direct the preparation of the proposed annual budget. Following approval thereof by the administrative Committee, the proposed budget shall be submitted to the Board of Directors. After adoption of the annual budget by the Board of Directors, the Administrative Committee shall control all expenditures in accordance with such budget. 3) The Administrative Committee shall have the power to expend funds in accordance with the adopted budget. 4) At each regular meeting of the Board of Directors, the Administrative Committee shall report budget and financial transactions since the previous regular meeting. K. The Administrative Committee shall present a full report of its activities at each regular meeting of the Board of Directors. L. The Administrative Committee shall, as provided by the approved budget, have the authority to hire, fix the salary of, and remove the Coordinator of Communications. ARTICLE VIII TECHNICAL COMMITTEE A. There is hereby established a Technical Committee which shall be organized and be, responsible for functions as hereinafter set forth. 00119668.1 68 B. Each public agency that is a member of this Agency shall be entitled to one (1) seat on the Technical Committee for each public -safety department which shares in the use of the CONFIRE System, and shall be entitled to one (1) vote per member thereon. Such vote may be cast only by the official representative to the Technical Committee in physical attendance, or by the designated alternate if such official representative is absent. C. The Chief Officer or Executive of each member agency shall appoint a representative and alternate representative to the Technical Committee. D. The Coordinator of Communications shall chair the Technical Committee and report all significant decisions to the Administrative Committee for concurrence. E. The Technical Committee may establish rules for its own procedures. There shall be regularly scheduled meetings held to consider all matters dealing with liaison between the Agency and department personnel, operation of the Agency, and future planning. F. The daily operation of the Agency shall be conducted under the direction and supervision of the Coordinator of Communications; however, they shall call emergency meetings of the Technical Committee should the need arise to meet operational requirements. G. The Technical Committee shall provide to the Administrative Committee recommended solutions to operational problems. H. Members of the Technical Committee, except for the Coordinator of Communications, shall serve without compensation for their services to the Agency. ARTICLE IX COORDINATOR OF COMMUNICATIONS A. The Coordinator of Communications shall perform such duties as shall be delegated by the Administrative Committee. B. The Coordinator of Communications shall attend all Administrative Committee meetings and give advice on technical matters. C. The Coordinator of Communications shall be the Chairperson of the Technical Committee. He shall provide to the Administrative Committee recommendations from. the Technical Committee on operations and problems associated with the daily operation and maintenance of the Agency. D. The Coordinator of Communications shall review jointly with the Administrative Committee all bid specifications for the purchase of all communications equipment prior to issuance and equipment modifications by member agencies. 00119668.1 69 ARTICLE X FINANCES A. The fiscal year of the Agency shall end on June 30. B. The Agency budget for the following fiscal year shall be submitted by the Coordinator of Communications to the Administrative Committee on or before January 15 of each year. The Administrative Committee shall adopt a tentative budget on or before February 2 of each year and forwarded the same to the Board of Directors for review. The Board of Directors shall adopt the annual budget for the Agency not later than March 1 of each year; copies shall be mailed immediately to the Chief Administrative officer of each participating governmental agency. C. The annual budget shall include the necessary funds with which the Agency shall obtain and maintain worker's compensation and liability insurance to fully protect the Agency and each of the member agencies. Said insurance shall be obtained and maintained in force at all times during the effective term of this Agreement. D. The Consolidated Fire Agency shall provide administrative and support services functions to the Agency consisting of personnel administration, facility site usage, purchasing, payroll and related functions. E. Reimbursement to the Consolidated Fire Agency for services in Paragraph D of this Article shall be based upon a cost percentage rate to be determined for the following fiscal year budget. The cost percentage rate shall be given to the Coordinator of Communications in writing from the Consolidated Fire Agency no later than the first day of December preceding the forthcoming fiscal year budget. it is stipulated that the percentage. rate charged by the Consolidated Fire Agency shall not be applied to the following expense items of any approved fiscal year budget appropriation: 1) The expense of the applied percentage rate. 2) Capital Outlay or improvement items. 3) Contract Maintenance items to include telephone expense items. F. The Administrative Committee shall recommend to the Board of Directors cost-sharing charges for all participants in the Agency in an amount sufficient to provide the funds required by the budgets. The Board of Directors shall fix membership assessments and shall advise the Chief Administrative officer of each participating agency thereof on or before April 1 of each year. Any participating agency whose charges have not been paid within sixty (60) days after billing shall pay interest on unpaid balance, not to exceed one percent (1%) per month. The Agency shall have the power to commence an action in its own name against any member agency in default to recover the amount of the obligation due to the Agency hereunder. 00119668.1 70 G. The amount of each participant's charges shall be determined in accordance with Paragraph H below. H. The activities of the Agency shall be financed by a cost- sharing formula which shall require a proration among the participating agencies based on the demand percentage on the system by the agencies to be determined by the Administrative Committee and approved by the Board of Directors. Expenditures made and indebtedness incurred by the Agency relating to special equipment and services shall be paid entirely by such member agency. Facility and rental and/or space utilization shall be a separate item approved in the Agency's annual budget. I. The CONFIRE System, as a computer-aided system, encompasses the computer-aided dispatch system (CAD), management information system (MIS), and the records management system (RMS). The RMS of the CONFIRE System will be located at the County Office of Management Services. RMS functional management shall be under the Coordinator of Communications, or his designated representative. The overall administration of the RMS shall be under the Coordinator of Communications' duties consistent with these By - Laws. Reimbursable costs to the Consolidated Fire Agency shall be determined by the Board of Directors in accordance with the Joint Powers Agreement and By -Laws. ARTICLE XI AGENCY EMMYEES A. Agency employees are under the authority of the Agency. As such the Agency retains the authority to approve all benefits and privileges that may accrue to Agency employees. However, Agency employees shall be entitled to all benefits and"privileges secured by special. Districts employees as provided by the Personnel Rules and Regulations of the Office of Special Districts, but subject to the approval of, and the organizational lines of authority contained within the Agency as structured by the Joint Powers Agreement and By -Laws. B. The duties of, and the organizational authority over the Coordinator of Communications are stipulated in previous articles within these By -Laws. The Coordinator of Communications is also authorized to establish a non -management line of supervision to assist him in the day-to-day communications center operations which include delegation of certain personnel management procedures and supervision. Therefore, non -management personnel shall follow the organizational lines of authority as defined by the Coordinator of Communications and set forth within these By -Laws. 00119668.1 71 C. Benefits and privileges of Agency employees shall be associated with the following representation units for the employees of the office of Special Districts: 1) Coordinator of Communications. A Consolidated Fire Agency recognized Management employee. No representation. 2) Administrative Technician and all Communications employees. The same as the Special Districts recognized non -safety group. D. Paragraph C above does not obligate the agency to recognize the representation units associated with the office of Special Districts for any separate meet and confer matters. However, should employees exercise their rights to secure separate representation units under Employer/Employee Organizations guidelines as set forth in the Government Code of the State of California, Section 3500 et seq, and such representation units are officially recognized by the Agency, then Paragraph C et al., of this Article shall defer to that agreement between the employees and the Agency. E. The office of Special Districts Personnel Office shall immediately provide the Coordinator of Communications with all ratified Memoranda of Understanding (MOU) as affects employees' benefits and privileges. Upon receipt of such MOU(s) the Coordinator of Communications will request a special joint meeting of the Administrative Committee and Board of Directors for determination. ARTICLE XII AUDIT The Board of Directors shall request that the. Treasurer initiate an annual audit of the financial affairs of the Agency, to be made by an independent Certified public Accountant at the end of each fiscal year in accordance with generally accepted auditing principles and as provided in the Agreement. The annual report shall be delivered to each member agency not later than 60 days subsequent to the end of each fiscal year. ARTICLE XIII LIABILITY AND PROPERTY A. Except as otherwise provided by individual contracts, the debts, liabilities, and obligations of the Agency shall not be the debts, liabilities, and obligations of the parties to the Agreement. B. All property, with the exception of assets funded by grant funds, acquired by the Agency shall be owned in common by the parties to the Joint Powers Agreement, in equal shares, unless otherwise determined in writing by all of the parties hereto. The 00119668.1 72 Treasurer shall cause an inventory and asset account to be kept current at all gimes, showing the assets of the Agency. Grant funded equipment or services shall remain the property of the Grantee applicant. C. Any contributions of equipment by any of the member governmental agencies will be assigned a value by the Administrative committee and such value will be credited to the account of that member and be a part of and included within any distribution formula in the event of withdrawal, termination or dissolution as provided herein. D. Each member shall have a vested interest in all capital acquisitions by the Agency in the same ratio as they are obligated to share in the cost-sharing proration. Capital acquisitions from grant funds are excluded. ARTICLE XIV WITHDRAWAL, TERMINATION AND DISSOLUTION A. A member may withdraw from this Agency in the manner prescribed by the Agreement; provided, however, that Agency assets directly attributable to the accumulated capital contribution of the withdrawing party shall remain with the system for use by CONFIRE without compensation to the withdrawing party, until the termination of this Agreement and the distribution of assets to all parties in winding up. B. If this Agreement is terminated, assigned or transferred in whole or in part, all property and equipment owned by CONFIRE shall be distributed to the parties; distribution to each party shall be made in the same proportion as that reflected in the members' accumulated capital contribution account as shown in the Treasurer's books of account. Cash may be accepted in lieu of property or equipment. Grant assets remain the property of the Grantee. C. If the parties to the Agreement herein cannot agree as to the valuation and distribution of the property, the valuation and distribution shall be determined by a panel of arbitrators, one being appointed by each agency and one additional arbitrator shall be appointed by a majority of the agencies. All matters relating to valuation and distribution of assets as determined by this panel of arbitrators shall be final and conclusive as to this Agency. D. This Agreement shall not terminate until all property has been distributed in accordance with these provisions; and the winding up and property distribution hereunder shall be affected in the manner calculated to cause the least disruption of existing public safety communications systems. 00119668.1 73 E. on withdrawal of members so as to reduce the number of continuing participants to less than the original number of participating numbers, or upon the action of a majority of participating members to dissolve, then this Agreement and such Agency shall be terminated and dissolved. Upon such termination and dissolution (and after payment of all debts), all individual files and documents and documentation shall be distributed to their owners without charge or offset. The remainingassets or liabilities, excluding grant funded assets, of the Agency shall be distributed among the members who had participated in this Agency as set forth above. E. If the withdrawal of a member causes the remaining members to terminate the Joint Powers Agreement, then the withdrawing member shall participate in the termination of this Agreement as set forth above. ARTICLE XV CONTRACTS LOANS CHECKS AND DEPOSITS A. The Board of Directors may authorize any officer or officers, agency or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Agency, and such authority may be general or confined to specific instances. B. No loans shall be contracted on behalf of the Agency and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. C. All checks, drafts or other orders for the payment of monies, notes or other evidences of indebtedness issued in the name of the Agency shall be signed by such officer or officers, agent or agents, of the Agency and in such manner as shall from time to time be determined by the Board of Directors. D. All funds of the Agency not otherwise encumbered shall be deposited from time to time to the credit of the Agency in, such banks, trust companies or other depositories by the Treasurer with the consent of the Board of Directors. ARTICLE XVI AMENDMENT' A. Amendment to these By -haws may be proposed by any member of the Board of Directors or by the Administrative Committee. The amendment shall be submitted to the Board of Directors. B. Unanimous approval by the Board of Directors shall be required to adopt any amendment to these By -Laws. 00119668.1 74 ARTICLE XVII EFFECTIVE DATE These By -Laws shall go into effect immediately upon the execution of the Agreement by all of the original participants in the Agency. 00119668.1 75 Exhibit "C" Signatory Page to the OONFIRE Joint Powers Agreement [Attached Behind This Page] 99999.91354W 164272.1 00119668.1 76 ADDENDUM TO JOINT POWERS AGREEMENT (CONFIRE) ATTEST: �t Se Cta y 99999.91354\8164272.1 00119668.1 77 Rancho Cucamonga Fire Protection District x u6iden , o o tb it 6tors f -i7-6 Date EXHIBIT B TO RESOLUTION 00119668.1 78 RESOLUTION NO. 2019 -1 BEFORE THE BOARD OF DIRECTORS OF THE CONSOLIDATED FIRE AGENCIES Recommendation to Admit Chino Valley Independent Fire District as a Party to Consolidated Fire Agencies ("CONFIRE") Joint Powers Agreement RECITALS WHEREAS, Chino Valley Independent Fire District ("District-) is a California fire protection district duly organized and existing under Section 13800 et seq. of the Health & Safety Code. 2. WHEREAS, Consolidated Fire Agencies ("CONFIRE") is a joint powers authority duly organized and existing under Section 6500 et seq. of the Government Code and its Joint Powers Agreement effective August 13, 1990, amended September 3, 2013, and amended again on September 17, 2013 (collectively, the "JPA'). WHEREAS, as set forth in Exhibit A hereto ("Administrative Committee Staff Report and Action Item"), the Administrative Committee of CONFIRE has recommended that this Board of Directors urge the current JPA members to amend the JPA to admit the District as a member of CONFIRE on the condition that the District pay the Required -Buy -In on or before December 31, 2019. RESOLUTION NOW, THEREFORE, BE IT RESOLVED: I . The Board of Directors recommends that each current party to the JPA take action to amend the JPA to admit the District as a member of CONFIRE on the condition that the District pay the Required-Buy4n on or before December 31,2019. THIS RESOLUTION was passed and adopted by the Board of Directors of the Consolidated Fire Agencies at a regular meeting held on the Zn l of A m , 2019, by the following roll call vote: AYES: NOES: ABSENT: tf 00110626.1 00119668.1 79 #2 Signed and Approved by me after its passage. t' ,_,,... Chairperson of the Board of Directors Consolidated Fire Agencies ATTEST: tary to the Board of Directors Consolidated Fire Agencies 00110626.1 00119668.1 80 Exhibit A to Resolution No. 2019-01 [Administrative Committee Meeting Minutes] 00119668.1 81 ADMINISTRATIVE COMMITTEE MEETING MINUTES Tuesday, February 26, 2019 1:30 P.M. SAN BERNARDINO COUNTY EOC 1743 MIRO WAY, RIALTO CA 92376 ROLL CALL ADMINISTRATIVE COMMITTEE MEMBERS: Chief Tim McHargue/Chairperson, Colton Fire Chief Ivan Rojer/Vice-Chairperson, Rancho Cucamonga Fire Chief Dan Harker, Loma Linda Fire Chief Nathan Cooke, Redlands Fire Chief Brian Park, Rialto Fire Chief Don Trapp, San Bernardino County Fire SUPPORT STAFF Mike Bell, Director Tim Franke, Dispatch Manager Kristen Anderson, Assistant Dispatch Manager John Tucker, Assistant Dispatch Manager Blessing Ugbo, Special Projects Lead Liz Berry, Admin. Secretary I Rana Gilani, Staff Analyst II GUESTS Chief Lorenzo Gigliotti, Apple Valley Fire Chief John Chamberlin, San Bernardino County Fire Chief Greg Benson, Victorville Fire Department Chief Eric Noreen, Rancho Cucamonga Fire Chief Tyler Johnson, Chino Valley Fire Department Yvonne Robbins, BDC MIS Supervisor Vanessa Meyer, Confire Battalion Chief Buddy Peratt, Apple Valley Fire CALL TO ORDER a. Flag Salute Admin Committee Minutes February 26, 2019 -- Page 1 of 7 00119668.1 82 2/26/2019 b. Roll Call/Introductions II. PUBLIC COMMENT An opportunity provided for persons in the audience to make brief statements to the Administrative Committee. (Limited to 30 minutes; 3 minutes allotted for each speaker) Ill. CONSENT ITEMS The following items are considered routine and non -controversial and will be voted upon at one time by the Administrative Committee. An item may be removed by a Committee member or member of the public for discussion and appropriate action. 1. Approve Administrative Committee Minutes of January 15, 2019 (Attachment A) 2. Financial Statements thru January 31, 2019 (Attachments 131-132) 3. Dispatch Performance reports (Attachments C1-C6) 4. Hesperia Lease Agreement (Attachments Dl -D2) - Approve the lease agreement between CONFIRE and the County of San Bernardino Real Estate Services for space at the HD C. Fhe agreer rent is jur 10 years cornrnencirrg nn iViay , ?t:7:t9; It begins at $6,251.00 per mumth far rent and m aintenonre and increases 3.556 each year thereafter. The total e,curnbronce fox the lease is 5878,;160 far tern years, Chief Don Tr al;hip requested this item be sidelined until the County's dispatch study is cornlnete, Motion to table the HD Clease until fan Bernardino County's dispatch study is completed, Motion by. Chief Tire i41cHargue Second by: Chief Dau Barker Approved Unanimously 5. Action on Consent Motion to accept sterns 3 thru .3 under Consent !terns Motion by: Chief Trapp Second by: Chief Cooke Approved Unanimously IV. DIRECTOR REPORT 6. Director Report — Mike Bell a. EMD Ad Hoc update RFP out for a consultant to help facilitate the group, Group is currently working on stondcrrd ring rail types across the board, Admin Committee Minutes February 26, 2019-- Page 2 of 7 00119668.1 83 b. CAD to CAD project update L Approval for S.A.M. registration (Attachment E) Approve Rona Giiani, Staff Analyst El; as the designated SAM Entity Administrator, II� V. OPS COMMITTEE REPORT 2/26/2019 i. OPS/Admin discussion i. Leader's intent Define policy making and empowerment of the reoresentative to make~ decisions. Representatives are to discuss agenda topics and know how their' agency stands ora topics being discussed and be eeampowerea' o make decisions that accurately represent their agency. Admin. Chiefs will schedule a separate meeting to further discuss leader's intent wiih lefererc:e to the ops taroup. ii. Change Management Tooled iii. CAD Access request (Attachment F) Establish protocol for qualified agency liaisons to securely access the fine CAD inwrontnent for making agency only changes in certain modules under certain conditions. Qualified agency liaisons must be signed off by the CONFIRE' C AD Administrator as having the proper training and experience: required. Access to the CAD environment only from approved locations and services as sitecift`ed by CONF#RE M/S. Make changes that will be limited to agency only matters. Any charrye that could have an impact on other ,agencies must be vetted through the C;C)NFIRL %operations Committee. A CSD helm ticket will be submitted documenting ail changes made at each session. Motion to approve CAD Access Agreement. Motion by: Chief Ivan Rojer Second by. Chief Brian park Approved Unanimously animously VI. DISCUSSION ITEMS 7. Standing Topics a. 1T Projects eles#aff Upgrade, in progress. 31.31119 estirmoted completion, .AIVA (SIMS Interface), in proraress, 115119 estimated completion. Admin Committee Minutes February 26, 2019-- Page 3 of 7 00119668.1 84 2262019 Deccan LiveMUM, in progress, 3126/19 estimated completion. SD-WA.N, in Pic€press, 5131119 est€noted caarrap3leticrn. BDC Transition, in Pro aress..1213.1119 esthnoted compalerion, TabletCornmoncd (Phase 2), in progress, 316119esrinnoted completion, Active Directory Upgrade, in progress, 4128119 estimated cornp letion. Vedzon VPf`V Tunnel, in progress, -3/15/19 estimated cvrrprretion, Temp Hire i. Approve hire of a temporary (contract) position to back fill long-term vacancy in MIS (two six-month terms not to exceed $50,000 per term). Use of salary savings to fund this role. Motions to approve the hiring of o temporary (contract) position to backfill a long-term vacancy in MIS (two six- month terms not to exceed ,$50,000 per term) Motion by: Chief Nathan Cooke Second by, Chief Dan Harker Approved Unanimously ously Office 365 project/Active Directory Migration (Attachment G) i. Approve contract with DynTek not to exceed $82,000 to perform the migration of the legacy CONFIRE Active Directory into the new Office 365 platform. The cast of this project will be allocated based on agency benefit as derived by the number of email occounts per agency based on the Office 365 contract with POicrasoft. 7'b e cost for migration is 559, 75 per account. Chiefs of affected agencies need to provide direction if funds should be drawn from agency Equipment Reserve funds (5009) or addled to agency quarterly billing. All agencies have staffr`cierrt furrtts in 5a t g to cz?1{er t nese costs. The C(, -)N 1 E amount will be arreawn from, CONPFE Egu prnenf Res€ we fund. Chiefs tabled the topic for 3 bids or a venuelsource that can make care of the vettinq process. b. BDC MIS Transition Transition ,,raving along smoothly, C. CPE Refresh .Several demos os Crave been attended, We continue to lank at all aavafioble options. Admin Committee Minutes February 26, 2019-- Page 4 of 7 00119668.1 85 2/26/2019 Old Business a. West Net Station Alerting Radio Purchase (Attachments Hl -H2) The convergence of the installation of the Vvestnet Station alerting system and the near corrnpletion of the County ISD Boo digital radio upgrade project necessitates agencies that have installed rhe Wes net system to upgrade their existing analog alerting radios to fully, digital radios to receive bock-u'v radio alerting frog, the Westnet system in the event of a failure in the delivery of the prir?rcary lP alerting packet. Approve sole source purchase of 36 Motorola APX 4500 Mobile Digital radios not to exceed $150,000.00. Approve sole source purchase q] 24 Motorola APX 4500 and 12 APX 'F 00 (PGG Only) Mobile Digital radios rcpt to exceed $150,000, The sale source justification is based or) the sole use of and support of the Motorola digital radio by County ISD. The agency will only support the APX 4500 as- .APX 6500 for this purpose. The cost provided by the vendor is consistent with their pricing elsewhere. Motion to Approve the sole source purchase of 24 Motorola APX 4500 and 12 APX 6500 (8DC only) Mobile Digital radices not to exceed $ 50,000. Motion by. Chief Nathan Cooke Second by: Chief Brian Park Approved Unanimously ii. Chino membership Update (Attachments 11-12) Chino Valley Fire will be starting servire with C€'7NF1RE in March of 201.19. From the beginning the organization has clearly slated its desire to become a member agency of CONPIRE at the earliest possible time. The recently approved neva member process affords Chino Valley that opportunity clue to Itsprevious engagement at CONFIRF from 2000-2004, Attached is a letter dated December 12, 201 , from Chino Valley Fire: Chlef Tim Shackeifrra requesting his organization be considered for membership by the Administrative Committee and the CONFIRE Board of Directors. Board policy sets a minimum of $300,000 buy -an feefor new rnernber agencies. Each agency is then assessed for any fees above that amount based on as call vaturnel CO FIRE asset foarrrula. Horsed on that methodology the buy. -in figure for Chino Valley Fare would be. $41.21,423,00, Admin Committee Minutes February 26, 2019-- Page 5 of 7 00119668.1 86 2/26/2019 Motion to approve the China Valley membership and proposed "buy -in' amount. Move to Bayard of Directors for final consideration. Motion by Chief Tim McHar ae Second by. Chief Don Trapp Approved unanimously 9. New Business a. First Watch Foam Module Demo (Attachment J) i. Approve CONFIRE purchase of Firstwatch F.O.A.M, module for $8540.00 (one-time) cost and $1500 annually thereafter for maintenance and support. This would make CON FI RE the primary agency. All CON F1 agencies could then purchase the "add-on" module for $1830 (one-time) cost and $330 annually thereafter for maintenance and support. CONFIRE purchase would be funded through credit held at Firstwatch, remaining credit could fund all member agencies. Contract agencies would need to pay the additional cost. Motion to approve the purchase of Firstwatch F O.A. . module for $8540.00 (one -tinge) and $2500 annually= thereafter far maintenance and support. Motion by: Chief Nathan Cooke Second by. Chief Ivan poier Approved Unanimously b. Apple Valley Fire membership inquiry (Attachment K) CONFIRE received as letter dated February 2Q, 201!a from Apple Malley Fire Protectkan Distrirtinqusrtng on rt err,bership with, CONFIRF. App!e Valley is requesting specific inf€ar€n ation on membershio costs, benefits, asssgnecs obligation said conn act language as well as any details about becoming and functioning cs fa Jlin member, Motion to direct Mike Bell to respond to Apple Valley's request for membership, Motion by. Chief Tim McNorgue Second by., Chief Don Trapp Approved unanimously c. Preliminary Budget discussion The budget process is moving zaiton,p, nosignificantchanges acre foreseen. By the end faf March, a true preliminary budget will be presented,. chief (1aarnberin requested that the Admin Chiefs address than budget for C onfire. administrat&ive staff salary toeing divided equatty among the agencies. Current Admin Committee Minutes February 26, 2019-- Page 6 of 7 00119668.1 87 2/26/2019 JPA by-laws state that the cost is determined by agency call volume. The Chiefs asked director Bell to look deepet into the request. Dispatcher appreciation week April 14 -20th Agencies were invited to visit Cornn" Center and their dispatchers. Closed session: Admin Committee Minutes February 26, 2019-- Page 7 of 7 00119668.1 88 �< FIR - STAFF REPORT DATE: 1/15/2019 FROM: Mike Bell Director TO: Administrative Committee SUBJECT: Chino Valley Fire Membership Request Recommendation Approve Chino Valley membership request and proposed "buy -in" amount. Move to Board of Directors for final consideration Backeround Information Chino Valley Fire will be starting service with CONFIRE in March of 2019. From the beginning of their interaction with CONFIRE the organization has clearly stated its desire to become a member agency of CONFIRE at the earliest possible time. The recently approved new member process affords Chino Valley that opportunity due to its previous engagement at CONFIRE from 2000-2004. The current contract with Chino Valley Fire stipulates they request membership before the end of 2019. Attached is a letter dated, December 13, 2018 from Chino Valley Fire Chief Tim Shackelford requesting his organization be considered for membership by the Administrative Committee and the CONFIRE Board of Directors. Board policy sets a minimum of a $300,000 buy -in fee for new member agencies. Each agency then is assessed for any fees above that amount based on a call volume/ CONFIRE asset formula. Based on that methodology the buy -in figure for Chino Valley Fire would be: $412,423 The current JPA Agreement and By -Laws provide the additional information Chino Valley needs to consider its ultimate decision for membership. CONFIRE staff stands ready to work with Chino Valley Fire to address additional questions from their staff and Board of Directors. If approved by the Administrative Committee, the next step would be for the matter to be brought to the CONFIRE Board of Directors for approval. A resolution and JPA 00119668.1 89 agreement amendment would be drafted by CONFIRE legal counsel and circulated to each member agency governing board for final approval. 00119668.1 90 EXHIBIT C TO RESOLUTION 00119668.1 91 #2 RESOLUTION NO. 2019 -05 BEFORE THE BOARD OF DIRECTORS OF THE CONSOLIDATED FIRE AGENCIES Recommendation to Admit Apple Valley Fire Protection District as a Party to Consolidated Fire Agencies ("CONFIRE") Joint Powers Agreement RECITALS WHEREAS, Apple Valley Fire Protection District ("District") is a California fire protection district duly organized and existing under Section 13800 et seq. of the Health & Safety Code. WHEREAS, Consolidated Fire Agencies ("CONFIRE") is a joint powers authority duly organized and existing under Section 6500 et seq. of the Government Code and its Joint Powers Agreement effective August 13, 1990 and amended September 17, 2013 and thereafter (collectively, the "JPA"),. WHEREAS, as set forth in Exhibit A hereto ("Administrative Committee Resolution"), the Administrative Committee of CONFIRE has recommended that this Board of Directors urge the current JPA members to amend the JPA to admit the District as a member of CONFIRE on the condition that District pay the an initial installment of a Required Buy - In to CONFIRE in the amount of Eighty -One Thousand Two Hundred Sixty -Seven Dollars ($81,267.00) on or before December 31, 2019 and agrees to pay four (4) equal subsequent annual installments of a Required Buy -In to CONFIRE concluding on or before December 31, 2024 of Eighty -One Thousand Two Hundred Sixty -Seven Dollars ($81,267.00), for a total Required Buy -In of Four Hundred Six Thousand Three Hundred Thirty -Six Dollars ($406;336.00). RESOLUTION NOW, THEREFORE, BE IT RESOLVED: The Board of Directors recommends that each party to the JPA take action to amend the JPA to admit the District as a member of CONFIRE on the condition that District pay the an initial installment of a Required Buy -In to CONFIRE in the amount of Eighty -One Thousand Two Hundred Sixty -Seven Dollars ($81,267.00) on or before December 31, 2019 and agrees to pay four (4) equal subsequent annual installments of a Required Buy -In to CONFIRE concluding on or before December 31, 2024 ofEighty- One Thousand Two Hundred Sixty -Seven Dollars ($81,267.00), for a total Required Buy -In of Four Hundred Six Thousand Three Hundred Thirty -Six Dollars ($406,336.00). 001 [87961 00119668.1 92 #2 THIS RESOLUTION was passed and adopted by the Board of Directors of the Consolidated Fire Agencies at a regular meeting held on the L"-of�'7f � t-" , 2019, by the following roll call vote: 7— AYES: Cc NOES: C,�J ABSENT: i Signed and Approved by me after its passage. ATTEST: Secretary to the Board of Directors Consolidated Fire Agencies an14796.1 Chairperson of the oard irectors Consolidated Fire Agencies 00119668.1 93 Exhibit A To Resolution 2019-05 Administrative Committee Resolution 00119668.1 94 #1 RESOLUTION NO. 2019-04 BEFORE THE ADMINISTRATIVE COMMITTEE OF THE CONSOLIDATED FIRE AGENCIES Recommendation to Admit Apple Valley Fire District as a Party to Consolidated Fire Agencies ("CONFIRE") Joint Powers Agreement RECITALS 1. WHEREAS, Apple Valley Fire Protection District ("District") is a California fire protection district duly organized and existing under Section 13800 et seq. of the Health & Safety Code. 2. WHEREAS, Consolidated Fire Agencies ("CONFIRE") is a joint powers authority duly organized and existing under Section 6500 et seq. of the Government Code and its Joint Powers Agreement effective August 13, amended September 3, 2013, and amended again on September 17, 2013 (collectively, the "JPA!'). 3. WHEREAS, pursuant to Section 5 and Section 8 of the body of the JPA, membership in CONFIRE may be acquired by a public agency that both becomes a signatory to the JPA and obtains the unanimous consent of all parties to the JPA. 4. WHEREAS, the District desires to become a member of CONFIRE. 5, WHEREAS, CONFIRE has studied the potential impacts of the District becoming a party to the JPA. 6. WHEREAS, CONFIRE has advised the District that it must pay, as a condition of the District becoming a party to the JPA and a member of CONFIRE, the sum of four hundred six thousand three hundred thirty-six dollars ($406,336) to the general reserve fund (5010) of CONFIRE (the "Required -Buy -In"). RESOLUTION NOW, THEREFORE, BE IT RESOLVED: The Administrative Committee recommends to the CONFIRE Board of Directors that each current party to the JPA be urged to amend the JPA to admit the District as a member of CONFIRE on the condition that the District pay the Required -Buy -In on or before December 31, 2019. 00110625.2 00119668.1 95 #1 THIS RESOLUTION was passed and adopted by the Administrative Committee of the Consolidated Fire Agencies at a regular meeting held on the 28th of May, 2019, by the following roll call vote: AYES: NOES: ABSENT: Signed and Approved by me after its passage. ATTEST: Secretary to the Administrative Committee Consolidated Fire Agencies 00110625.2 f Chairperson of the Administrative Committee Consolidated Fire Agencies 00119668.1 96