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HomeMy WebLinkAboutAgr 1998-02-28 (MERA)A JOINT POWERS AGREEMENT CREATING THE MARLN EMERGENCY RADIO AUTHORITY This Agreement is entered into this 28th day of February, 1998, by and between the following local agencies: TOWN OF TIBURON pursuant to Sections 6500, et se . , of the California Government Cgde. RECITALS A variety of local agencies within Marin County have cooperated in the development and operation of a radio system for several decades through the County of Mari.n. Currently, these agencies fired that their system is obsolete and not dependable. Moreover, replacement parts are difficult, if not impossible, to procure for the proper operation of the system. Additionally, the Federal Government has made certain mid-band radio frequencies available to the local agencies of Marin County for the operation of a public safety and emergency radio system. For these and other reasons, local agencies within Marin County have determined it is in the public interest to create the Mann Emergency Radio Authority, an entity separate from its Member agencies, which will own and operate the Public Safety and Emergency Radio System. NOW, THEREFORE, these Agencies agree as follows: ARTICLE 1: DEFINITIONS Certain words as used in this Agreement shall be defined as follows: A. "Agencies" shall mean the County, Special Districts, Cities and Towns within Marin County. B. "Agreement" shall mean this Agreement that establishes the Mann Emergency Radio Authority. 1 C. "Authority" shall mean the Marin Emergency Radio Authority. D. "Board" shall mean the Board of Directors which is the governing body of the Marin Emergency Radio Authority. E. "County" shall mean County of Marin. F. "Cities" shall mean the Cities of Belvedere, Larkspur, Mill Valley, Novato, San Rafael and Sausalito. G. "Towns" shall mean Towns of Corte Madera, Fairfax, Ross, San Anselmo and' Tiburon. H. "Executive Committee" shall mean the committee described in Section 7.3(b) of Article 7 of the Agreement. I. "Special Districts" shall mean governmental agencies created for single or limited purposes within the County of Marin. J. "Members" shall mean the County, Special Districts, Cities or Towns which are signatories to this Agreement. K. "Quorum" shall mean a majority of the Board members. ARTICLE 2: PURPOSE 2.1 The purpose of this Agreement is to establish a public entity separate from the County, Special Districts, Cities and Towns. This public entity is to be known as the Marin Emergency Radio Authority. The Authority will plan, finance, implement, manage, own and operate a multi jurisdictional and county wide Public Safety and Emergency Radio System with the attendant facilities. ARTICLE 3: TERM OF AGREEMENT 3.1 This Agreement becomes effective on February 28, 1998. To become a Member, a local agency must execute this Agreement by February 28, 1998. It shall remain in effect until it is terminated pursuant to Article 12. 2 ARTICLE 4: BOARD OF DIRECTORS 4.1 The Board shall be comprised of one representative from each Member. 4.2 Minutes of the adjourned, regular and special meetings of the Board shall be kept by the Executive Officer and said minutes shall be forwarded to each member of the Board within thirty days after each meeting. Each member of the Board shall have one vote. Am ajority of the members of the Board will constitute a quorum. For purposes of f conducting business, a majority of the quorum will be authorized to act on behalf of the Authority.. ARTICLE 5: POWERS OF THE BOARD OF DIRECTORS 5.1 The Board shall have all of the necessary powers and authorities granted by law to acquire the necessary hardware, software, FCC licenses and site locations in order to provide and operate a high quality public radio broadcast system. 5.2 The Board shall have the authority to contract with private companies and public agencies to create, implement and operate the public safety and emergency radio system. 5.3 The Board shall have the authority to adopt budgets, determine fees and dues of Members, retain personnel, retain legal counsel, retain consultants and engineers, acquire grants, acquire, hold, lease and dispose of real and personal property, use the power of eminent domain, accept donations, to sue and be sued, and all other powers associated with the operation of a joint powers authority on behalf of the citizens, property owners, and public agencies within Marin County. 5.4 The Board may own radio frequencies. 5.5 The Board shall have responsibility and authority to keep Members informed of and advocate for or against pending legislation that would effect the operations of the Authority. 5.6 The Board shall have the authority to incur debt in order to efficiently provide the services enumerated herein in compliance with the pertinent sections of the Government 3 Code of the State of California. Specifically, the Board can incur debt on its own, including the Marks-Roos Local Bond Pooling Act of 1985, Government Code § 6584, et sec. The Board can use lease financing, certificates of participation, installment purchase certificates, short-term notes and any other suitable form of borrowing. The Board may enter into an agreement with a Member regarding that Member incurring debt on behalf of the Agency. 5.7 The Board shall defend, hold harmless and indemnify the Members of the Authority. 5.8 The Board may contract with a Member for services from a Member's employees. 5.9 The Board may exercise the powers permitted under Government Code § 6504 or any successor statute. Specifically, (a) contributions from the treasuries may be made for the purpose set forth in the Agreement, (b) payments of public funds may be made to defray the cost of such purpose, (c) advances of public funds may be made for the purpose set forth in the Agreement, such advances to be repaid as provided in the Agreement, or (d) personnel, equipment or property of one or more of the Members to the Agreement may be used in lieu of other contributions or advances. 5.10 The Board shall have the authority to determine how any Agency will become a Member subsequent to February 28, 1998. Specifically, the Board shall establish fees and any other conditions necessary for an Agency to become a Member. Such fees shall be calculated based upon all prior project expenditures in a manner consistent with the cost allocation of existing Members and any additional costs necessary to serve that new Member. Such a proposed new Member shall also pay interest at the rate of Bank of America prime rate, calculated on a quarterly basis, from February 28, 1998, to its date of membership. The determination of the Board regarding fees and any other required conditions for new Members shall be within its sole discretion. 5.11 The Board shall have the authority to determine the amounts each Member shall contribute to the funding of the Authority. The initial contribution is set forth in 4 Section 9.2 of Article 9 of the Agreement. 5.12 The Board may do all things necessary and lawful to carry out the purpose of the Agreement. ARTICLE 6: BYLAWS The Board may adopt from time to time such policies, procedures, bylaws, rules or regulations for the conduct of its affairs as deemed necessary by the Board. ARTICLE 7: ORGANIZATION 7.1 Members. a. The County, Special Districts, Cities and Towns who enter into this Agreement by February 28, 1998. b. The County, any Special District and any City or Town may be considered for Membership in the Authority after February 28, 1998, by presenting an adopted resolution to the Board which includes a request to become a Member of the Authority. C. The Board shall accept proposed Members upon a majority affirmative vote of the quorum, upon payment of any Board determined fee and interest, and upon satisfaction of any conditions established by the Board as a prerequisite for Membership. 7.2 Board. a. The Authority shall be governed by the Board which shall exercise all powers and authority on behalf of Authority. b. The Board shall consist of one member of the governing body or the chief administrative officer or a designee of the County, Special District, City or Town which are party to this Agreement. Upon execution of this Agreement, the governing body of the County, any Special District, City or Town shall appoint its member of the Board and another member to serve as an alternate to the Board, to serve ; in the absence of the regular member. Each member and alternate shall serve at.the pleasure of the governing body of the appointing Agency. Any change in appointment--of a member or alternate shall be by action 5 of the governing body of the appointing Agency. C. A majority of the members of the Board shall constitute a quorum for the transaction of business. The Authority shall act upon majority vote of those in attendance, each member having one vote, of the members of the Board. d. The Board shall elect, by majority vote from its Members, a Chair and Vice Chair. The Chair shall represent the Authority and execute any contracts and other documents when required by the Rules of Procedure and/or Bylaws. The Vice Chair shall serve in the absence of the Chair. 7.3 Executive Committee. a. The Executive Committee shall be responsible to the Board for the administration and management of Authority affairs and for the provision of assistance and advice to the Board. The Executive Committee may enter into contracts with other entities. b. The Executive Committee shall be comprised of Board members representing the County of Marin, the City of San Rafael, the City of Novato, the Novato Fire Protection District, a representative of the Fire Chiefs Association, a representative of the Police Chiefs Association, a representative of the Marin Public Works Association, and two members of the Board at large selected by the Board. The representatives from the Fire Chiefs Association, the Police Chiefs Association, and the Marin Public Works Association shall not be employees of the County of Marin, the City of San Rafael, the City of Novato, or the Novato Fire Protection District. C. Seven members of the Executive Committee shall constitute a quorum for the transaction of business. No action shall be taken by the Executive Committee except upon a majority affirmative vote of the quorum (each member having one vote) of the members of the Executive Committee. d. Members of the Executive Committee shall serve two-year terms and may be reappointed. e. There will be an Executive Officer of the Authority who shall be 6 responsible for the administration of the Authority. The Executive Officer may be removed - for any reason by a vote of the majority of the members of the Board. 7.4 Additional Committees. a. Ad hoc or standing committees may be formed by a majority vote of either the Executive Committee or of the Board of Directors. ARTICLE 8: MEETINGS AND REPORTS 8.1 Board Meetings. a. The Board shall hold at least one (1) regular meeting each year as determined by the bylaws. b. Special Meetings of the Board may be called in accordance with the provisions of Section 54956 of the California Government Code. C. All meetings of the Board shall be held subject to the provisions of the Ralph M. Brown Act (Sections 54950, et se. , of the California Government Code) and other applicable laws of the State of California requiring notice be given of meetings of public bodies. d. Minutes of all Board meetings shall be kept and shall, as soon as possible, after each meeting, be forwarded to each member and alternate member of the Board within 30 days. e. The Chair of the Board shall cause correspondence to be prepared and delivered as directed by the Board. f. The public agency with whom the Authority contracts to provide services shall be the custodian of the official records of the Authority. 8.2 Executive Committee Meetings. a. The Executive Committee shall hold at least one (1) meeting each quarter. b. Special meetings of the Executive Committee may be called in accordance with the provisions of Section 54956 of the California Government Code. 7 c. All meetings of the Executive Committee shall be held subject to the provisions of the Ralph M. Brown Act (Sections 54950, et sec , of the California Government Code) and other applicable laws of the State of California requiring notice be given of meetings of public bodies. d. Minutes of all Executive Committee meetings shall be kept and shall, as soon as possible after each meeting, be forwarded to members of the Committee and to each member and alternate member of the Board within 30 days. 8.3 Other Committee Meetings. v._ a. Other committees shall hold meetings as may be called by the Committee Chair or a majority of the members. b. Minutes of all meetings shall be kept and forwarded to members of the Committee and to each member and alternate member of the Board. 8.4 Progress Reports. At least annually, a report on the activities and operations of the Joint Powers Authority which shall be provided to each of its Members. The report shall be completed prior to January 1 of each year. ARTICLE 9: FUNDING 9.1 Authority Budget. The Board shall adopt an annual budget for the Authority's activities within ninety (90) days of the effective date of this Agreement and by June 1 of each succeeding year. Public funds may not be disbursed by the Authority without adoption of the approved budget and all receipts and disbursements shall be in strict accordance with the approved budget. The budget shall indemnify the programs of the Authority and allocate funds by the program. The budget and accounting system shall account for direct and overhead costs by program. The Board shall allocate these costs for each program with the adoption of the annual budget. 9..2 Funding of the Authority. 8 Initially, the costs of operations shall be divided on a pro rata share based upon the number of radios, mobil and portables, used by each Member. Each Member shall advance a deposit amount of money anticipated to be needed for the first twelve months of operation. After one year of operation of the system, the Authority shall determine the pro rata contribution by a majority vote of the Board. 9.3 Duties of Treasurer/Controller. a. The Board shall appoint a Treasurer from among the senior management staff of the Member Agencies. The Treasurer shall be either the County Auditor/Controller, the Treasurer Tax Collector or the Finance Director of one of they Members. This person shall also function as Controller of the Authority. b. The Treasurer shall serve as the depository and have custody of all Authority funds and establish and maintain such books, records, funds, and accounts as may be required by reasonable accounting practice. Government Code § 6505. The books and records of the Authority shall be open to inspection at all reasonable times to the Members. C. The Treasurer, within ninety (90) days after the close of each fiscal year (which shall be from July 1 to June 30), shall give a complete written report of all financial activities for such fiscal year to the Members. d. The Treasurer shall prepare such financial reports as may be directed by the Board or Executive Committee. e. The Treasurer shall cause an independent annual audit of the accounts and records to be conducted by a certified public accountant in compliance with the requirements of Section 6505 of the Government Code and generally accepted accounting standards. 9.4 Debts and Liabilities. As permitted under Government Code § 6508. 1, no debt, liability, or obligation of the Authority shall constitute a debt, liability, or obligation of any Agency and each Member's obligation hereunder is expressly limited only to the appropriation and 9 contribution of such funds as may be levied pursuant to this Agreement or as the parties hereto may agree. 9.5 Disposition of Authority Funds Upon Termination. a. In the event of termination of the Authority where there is a successor public entity which will carry on the activities of the Authority and assume its obligations, Authority funds, including any interest earned in deposits, remaining upon termination of the Authority and after payment of all obligations shall be transferred to the successor public entity. b. If there is no successor public entity which would carry on any of the activities of the Authority or assume any of its obligations, Authority funds, including any interest earned on deposits, remaining upon termination of the Authority and after payment of all obligations, shall be divided in proportion to the contribution of each agency. C. If there is a successor public agency which would undertake some of the functions of the Authority and assume some of its obligations, Authority funds, including any interest earned on deposits, remaining upon termination of the Authority and after payment of all obligations, shall be allocated by the Board between the successor public entity and Members. d. In the event the Authority is terminated under circumstances falling with (b) or (c) above, all decisions of the Board with regard to determination of amounts to be transferred to Members or any successor shall be final. ARTICLE 10: INDEMNIFICATION The Authority shall acquire such insurance protection as is necessary to protect the interest of the Authority, the County, Special Districts, Cities, Towns and the public. The Authority created by this Agreement shall assume the defense of and indemnify and save harmless the County, Special Districts, Cities, Towns and each of their respective officers, agents and employees, from all claims, losses, damages, costs, injury and liability of every kind, nature and description directly or indirectly arising from the performance of any of the 10 activities of the Authority or the activities undertaken pursuant to this Agreement. ARTICLE 11: TERMINATION This Agreement may be terminated by the Board upon notice of withdrawal being received from a majority of the Member Agencies. Upon termination, payment of the obligations and division of the property of the Authority shall-be conducted pursuant to Section 9.5 of Article 9 of this Agreement. ARTICLE 12: AMENDMENTS This Agreement may be amended only upon the two-thirds (2/3) affirmative vote of the Board. ARTICLE 13: WITHDRAWAL Any City, Town, Special District or the County may withdraw from this Agreement effective July 1 of any year, ninety (90) days prior to the end of the fiscal year, upon written notice to the Authority. Upon withdrawal, a City, Town, Special District or the County retains its financial obligations for current contracts executed to fulfill this Agreement, and assumes that responsibility at its own expense. . ARTICLE 14: SEVERABILI'ITY If any provision of this Agreement or its application to any person or circumstances is held invalid, the remainder of this Agreement and the application of the provision to other persons or circumstances shall not be affected. ARTICLE 15: NOTICES All notices to Agencies- shall be deemed to have been given when mailed to the governing body of each Agency. ARTICLE 16: AGREEMENT COMPLETE The foregoing constitutes the full and complete Agreement of the parties. There are no oral understandings or agreements not set forth in writing herein. Any such agreements merge into this Agreement. 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper officers thereunder duly authorized and effective as of the date of execution of all parties hereto. Dated: i--- Dated: Dated: Dated: Dated: Dated: Dated: TOWN OF TIBURON By HARRY DIATTHEtdS, MAYOR 12 r~ f1 ~ i L TOWN OF T I B U R O N 1505 TIBURON BOULEVARD TIBURON CALIFORNIA 94920 (415) 435-7373 FAX (415) 435-2438 February 23, 1998 Ms. Linda Christman Assistant County Administrator County of Marin 3501 Civic Center Drive, Suite 331 San Rafael, CA 94903 SUBJECT: MARIN EMERGENCY RADIO AUTHORITY ("MERAMARIN EMERGENCY RADIO AUTHORITY Dear Linda: Enclosed are one originally signed copy of the Resolution adopted by the Tiburon Town Council at their February 18, 1998 regular meeting, along with an originally signed copy of the Joint Powers Agreement. The resolution contains some additional language regarding the structure of the Executive Committee per Council's direction at that meeting. As noted, Lt. Tom Aiello has been appointed as the-Town's representative to the Board of Directors of MERA. Please call me if you have any questions, and thanks for your cooperation in this matter. Ve truly y rs, Diane L. Crane Town Clerk Enclosures cc: Mayor Matthews Town Manager Lt. Aiello RESOLUTION NO. 3266 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON AUTHORIZING ENTERING INTO A JOINT POWERS AGREEMENT CREATING THE MARIN EMERGENCY RADIO AUTHORITY ("MERA") WHEREAS, the Town Council of the Town of Tiburon has authorized its staff to enter into discussions with other local agencies in Marin County regarding the acquiring of Emergency Radio Facilities; WHEREAS, the federal government has made certain radio frequencies available to local agencies in Marin County for the operation of a public safety and emergency radio system; WHEREAS, the local agencies within Marin County have determined it is in the public interest to create the Marin Emergency Radio Authority, an entity separate from its member agencies, which will own and operate the public safety and emergency radio system; WHEREAS, these agencies believe that through a cooperative effort of local governments, citizens of Marin County will benefit through the acquisition of a state of the art emergency radio system; WHEREAS, the Town of Tiburon continues to have concerns about representation of Southern Marin agencies on the Executive Committee, which issue it wants to be resolved during the formation of said authority, and has, through one of its Councilmembers, proposed that the following amendment be made to Section 7.3-b of the Joint Powers Agreement: "The representatives from the Fire Chiefs Association, the Police Chiefs Association, and the Marin Public Works Association, and the two at-large seats, shall not be employees or officials of the County of Marin, the City of San Rafael, the City of Novato, or the Novato Fire Protection District." NOW, THEREFORE, the Town Council of the Town of Tiburon hereby authorizes itself: !Marin Emergency Radio Authority Town Council Resolution No. 3266 - Adopted 2118198 P.1