HomeMy WebLinkAbout2023-48 - Approving the Restated and Amended Joint Powers Agreement for Integrated Law and Justice Agency for Orange CountyRESOLUTION NO. 2023-48
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF NEWPORT BEACH, CALIFORNIA, APPROVING THE
RESTATED AND AMENDED JOINT POWERS
AGREEMENT FOR INTEGRATED LAW AND JUSTICE
AGENCY FOR ORANGE COUNTY
WHEREAS, the City of Newport Beach ("City") has the authority to finance,
organize, and participate in a joint powers authority pursuant to California Government
Code Section 6500 et seq.;
WHEREAS, the City has and possesses the power and authority to finance,
organize, participate, and establish a public agency, with other public entities, to facilitate
the integration and sharing of criminal justice information for the benefit of the lands and
inhabitants within their respective boundaries;
WHEREAS, the City is a member of the Integrated Law and Justice Agency for
Orange County, joint powers authority ("JPA"), and signatory to the Agreement for
Integrated Law and Justice Agency for Orange County ("ILJAOC"), the purpose of which
is to allow for member agencies throughout Orange County to facilitate the integration
and sharing of criminal justice information/data at a regional level;
WHEREAS, on October 24, 2022, the ILJAOC Board of Directors approved the
Restated and Amended Joint Powers Agreement for Integrated Law & Justice Agency for
Orange County ("Restated and Amended ILJAOC"), which is attached hereto as Exhibit
"A," and incorporated herein by reference; and
WHEREAS, the Restated and Amended ILJAOC is now presented to the City, as
a member agency, for approval.
NOW, THEREFORE, the City Council of the City of Newport Beach resolves as
follows:
Section 1: The City Council does hereby approve the Restated and Amended
ILJAOC, in substantial conformance with Exhibit "A."
Section 2: The Mayor is hereby authorized to execute the Restated and
Amended JPA or any version that is in substantial conformance with Exhibit "A."
Section 3: The recitals provided in this resolution are true and correct and are
incorporated into the operative part of this resolution.
Resolution No. 2023-48
Page 2of3
Section 4: If any section, subsection, sentence, clause or phrase of this
resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not
affect the validity or constitutionality of the remaining portions of this resolution. The City
Council hereby declares that it would have passed this resolution, and each section,
subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or
more sections, subsections, sentences, clauses or phrases be declared invalid or
unconstitutional.
Section 5: The City Council finds the adoption of this resolution is exempt from
environmental review under the California Environmental Quality Act ("CEQA") pursuant
to Section (Insert Exemption Section Number) of the CEQA Guidelines, California Code
of Regulations, Title 14, Division 6, Chapter 3, because this action will not result in a
physical change to the environment, directly or indirectly.
Resolution No. 2023-48
Page 3of3
Section 6: This resolution shall take effect immediately upon its adoption by the
City Council, and the City Clerk shall certify the vote adopting the resolution.
ADOPTED this 22nd day of August, 2023.
ATTEST:
dw;'_j I�l6►Ill
M
City Clerk i c)
!= C.) RT4
APPROVED AS TO FORM:
CITY A TORNEY'S OFFICE
Aaron C. Harp
City Attorney
Attachment(s): Exhibit A — Restated and Amended Joint Powers Agreement for
Integrated Law & Justice Agency for Orange County
(ILJAOC)
RESTATED AND AMENDED JOINT POWERS AGREEMENT
AgLj
INTEGRATED LAW & JUSTICE AGENCY FOR ORANGE COUNTY
(ILJAOC)
This Amended Joint Powers Agreement (Agreement) is made and entered into by
and between the listed cities, other entities, and County of Orange listed below,
collectively referred to as "Member Agencies". This Amendment to the Agreement is
dated October 24, 2022 for reference purposes.
Member Agencies
Anaheim
Fountain Valley
La Palma
Santa Ana
Brea
Fullerton
Laguna Beach
Seal Beach
Buena Park
Garden Grove
Los Alamitos
Superior Court of CA, County of Orange
Costa Mesa
Huntington Beach
Newport Beach
Tustin
County of Orange
Irvine
Orange
Westminster
Cypress
La Habra
Placentia
University of CA, Irvine Police Department
California State University,
Fullerton Police
Department
RECITALS
WHEREAS, the Member Agencies entered into an Agreement entitled "Joint
Powers Agreement for Integrated Law & Justice Agency for Orange County" originally
dated September 3, 2008 to create the Integrated Law and Justice Agency for Orange
County; and
WHEREAS, the Member Agencies previously restated and amended said Joint
Powers Agreement on June 8, 2015; and
1
WHEREAS, the Member Agencies desire to restate and amend said Joint Powers
Agreement; and
WHEREAS, the Member Agencies have and possess the power and authorization
to finance, organize, and establish a public agency to facilitate the integration and sharing
of criminal justice information for the benefit of the lands and inhabitants within their
respective boundaries; and
WHEREAS, the Member Agencies propose to join together to establish, operate,
and maintain an agency for the benefit of their respective lands and inhabitants; and
WHEREAS, it is in the public interest to provide a means by which other public
agencies may request services for the benefit of their lands and inhabitants; and
WHEREAS, the Member Agencies anticipate that from time to time it may be
necessary to amend this Agreement and/or consider adding new Member Agencies;
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein, the parties hereto agree as follows:
PURPOSE
1.01 The purpose of the Integrated Law and Justice Agency for Orange County
ILJ( AOC) is to cooperate with each Member Agency in the exercise of some or all of their
powers to establish a separate agency to facilitate the integration and sharing of criminal
justice information/data in the manner set forth in this Agreement.
1.02 Each Member Agency expressly retains all rights and powers to finance, plan,
develop, construct, equip, maintain, repair, manage, operate, and control equipment,
facilities, properties, projects, and information that it deems in its sole discretion to be
necessary or desirable for its own information system needs, and that are authorized by the
laws governing it. This Agreement shall not be interpreted, and the ILJAOC created herein,
shall not have authority to impair or control any of the Member Agencies' respective rights,
powers, or title to such equipment, facilities, properties, information, and projects, nor shall
2
any Member Agency be required to provide additional personnel, equipment, or services to
the ILJAOC, which are not already a part of the Member Agency's current operational costs,
or which requires them to modify their non-ILJAOC systems or services, without their
consent and full cost reimbursement from other Member Agencies or other revenue
sources.
1.03 Each Member Agency expressly retains all rights and powers to use other
funds or funding sources to finance, plan, develop, construct, equip, maintain, repair,
manage, operate, and control equipment and facilities for their information services.
Nothing in this Agreement shall be construed to require a Member Agency (i) to disclose
any information that the Member Agency determines, in its sole discretion, it does not
have the ability or authority to disclose, or (ii) to do any act that the Member Agency
determines, in its sole discretion, is contrary to law or public policy.
1.04 The ILJAOC is intended to provide criminal justice and law enforcement
officials who have a need and right to know, with comprehensive, timely, and accurate
information about a criminal suspect or offender, including identity, criminal history, and
current justice status. In addition, it is intended to
a) Allow criminal justice practitioners to maintain legacy databases and share
only information that has been agreed upon in advance by a majority vote
of the Board or the individual agency affected.
b) Reduce redundant document preparation, data entry, transmission, and
storage.
c) Strive to identify and achieve common interests to enhance public safety
and due process.
d) Maintain individual privacy rights, preserve protections agencies have for
public records and promote appropriate access controls and security.
e) Support the development of effective criminal justice policy in keeping with
the objectives of the Orange County Integrated Law & Justice Strategic Plan
3
("Strategic Plan") adopted by the Orange County Chiefs & Sheriff's
Association in April 2001, and any amendments to that plan as approved by
a majority vote of the Board.
f) Strive for the compatibility of automated systems and processes among the
various components of the Orange County Criminal Justice System.
g) Acknowledge that each Member Agency is responsible for internal agency
security for their records, technical support, etc.
h) Recognize that in order to achieve overall success, resources (personnel,
software, hardware, etc.), will be shared willingly and in some cases
unequally by the Member Agencies, as long as that cooperation does not
adversely impact the mission of the sharing member.
i) Allow the Member Agencies to work together to implement the adopted
Strategic Plan (and subsequent amendments to that plan), for an Integrated
Law & Justice System through the information sharing which will result from
that collaborative effort.
1.05 Member Agencies are not required to seek approval from the ILJAOC to
purchase, install, or modify their own (non-ILJAOC owned) equipment, services, or work
performed in conjunction with any legislative mandate/authority granted to or required of
Member Agencies in order to carry out their respective responsibilities. Furthermore, the
ILJAOC has no power or authority to control, interfere with, or inhibit Member Agencies
from conducting their own internal business and/or providing their own (non-ILJAOC
owned) resources or services to other entities, which may or may not be members of or
served by the ILJAOC. Any changes to software or additional hardware that have been
integrated into a Member Agency's existing infrastructure as part of a requirement to
implement the initiatives approved by the ILJAOC Governing Board will become the sole
property of that Member Agency, when without those enhancements, the agency could
no longer operate their systems independent of the ILJAOC.
1!
1.06 Member Agencies may modify, upgrade, or otherwise alter any of their
internal systems or processes without approval of the ILJAOC, as long as those
modifications do not inhibit the exchange of offender data and systems implemented
and/or funded by the prior action of the ILJAOC. Notwithstanding anything to the
contrary herein, a Member Agency shall have no obligation to seek approval from the
ILJAOC for any modification to that Member Agency's internal systems or processes that
is mandated by the State, or by any law or regulation governing the affected Member
Agency.
1.07 In gathering and sharing information, and in all other respects in performing
acts related to this Agreement, the parties will comply with all applicable laws, rules, and
regulations.
CREATION OF THE INTEGRATED LAW & JUSTICE
AGENCY FOR ORANGE COUNTY
2.01 By this Agreement, the Member Agencies hereby create a separate legal
entity to be known as the Integrated Law & Justice Agency for Orange County ("ILJAOC").
The Member Agencies may agree on a different name for the ILJAOC.
2.02 The ILJAOC shall possess in its own name, and the Member Agencies
delegate to it, the following enumerated powers:
a) To make and enter into contracts consistent with this Agreement, including,
but not limited to, contracts to purchase and/or dispose of supplies and
equipment to carry out the implementation of the Strategic Plan and any
adopted amendments to that plan.
b) To receive compensation, gifts, contributions, and donations of property,
funds, services, and other forms of financial assistance from persons, firms,
corporations, and any governmental entity.
c) To sue and be sued in its own name.
5
d) To apply for an appropriate grant or grants under any Federal, State, or local
programs for assistance in developing any of its programs or providing
services to other public entities.
e) To appoint committees, adopt rules, regulations, policies, by-laws, and
procedures governing the operation of the ILJAOC.
f) To add Member Agencies to the ILJAOC as approved by the ILJAOC Board
in accordance with the terms of this Agreement.
g) To execute agreements and resolutions consistent with the terms of this
Agreement.
h) To appoint/hire officers, employees, and/or agents.
2.03 Said powers shall be exercised in the manner provided by California law,
including, without limitation, the Joint Exercise of Powers provisions of Government Code
section 6500, et seq., and, except as expressly set forth herein, the Treasurer/Controller
shall be subject to the restrictions upon the manner of exercising such powers as are
imposed upon the Member Agency whose employee or officer is designated as the
ILJAOC Treasurer/Controller pursuant to Section 3.12 below. The Member Agency's
Treasurer/Controller appointed by the Governing Board shall serve a minimum three-year
term at the discretion of the Board, so as to minimize any disruptions in carrying out
his/her responsibilities.
2.04 Except as provided herein, the member agencies agree that all supplies and
equipment purchased by the ILJAOC shall be owned and controlled by the ILJAOC as its
sole and separate property and not as property of any Member Agency.
2.05 The ILJAOC shall operate as a separate legal entity and incur debt,
separate and apart from the Member Agencies, and its debts, obligations, and liabilities
shall be its own and not that of the Member Agencies, except as specifically provided for
herein.
R
III
ORGANIZATION
3.01 The membership of the ILJAOC shall be the original Member Agencies, and
any additional Agencies whose admission is unanimously approved, in accordance with
the terms of this Agreement, by the ILJAOC Governing Board, but shall exclude any
Agencies that have opted to withdraw.
3.02 The ILJAOC shall be governed by a voting Board consisting of six (6) Member
Police Chiefs, each elected for a three-year term by the Orange County Chiefs' & Sheriffs
Association to represent those Member Agencies with Police Departments. The Orange
County Chiefs' & Sheriff's Association shall also designate one alternate Member Police
Chief to serve as a voting member in the event less than six voting Board Members are
present when a vote is called. In addition to the Police Chief representatives, other voting
members of the Board will be the Sheriff, the District Attorney, the Chief Probation Officer,
the Public Defender, one (1) representative from the Orange County Executive's Office, who
will serve at the County of Orange CEO's pleasure, the Presiding Judge of the Orange
County Superior Court, the Chief Executive Officer of the Orange County Superior Court,
and three (3) City Manager representatives, who shall be elected for a minimum of three-
year terms by the Orange County City Managers Association, with at least one (1) of those
City Manager representatives being from a "contract city" in the County. Each Board
member, or in the absence of a Board member, an alternate designated in advance by each
said Board Member, shall have one vote on all matters before the Board. Such alternate
members may be replaced from time -to -time at the appointing Board Member's discretion.
All non -elected Board Members may be removed with or without cause by their respective
appointing authorities.
3.03 Each Board Member, with the exception of the Sheriff, District Attorney, and
Public Defender, shall designate at least one alternate and no more than two alternates to
attend meetings and vote on behalf of the Board Member's respective Member Agency. The
Sheriff, District Attorney, and Public Defender shall each designate at least one alternate
7
and no more than three alternates to attend meetings and vote on behalf of the Board
Member's respective Member Agency.
3.04 The representatives of non -voting Member Agencies shall be permitted to
engage in discussion of agenda items with voting Board Members, including the time period
after a motion has been made and before a vote is taken, and shall not be considered
members of the public at any ILJAOC meeting for purposes of public comment.
3.05 Each voting Board member shall hold office until a successor is selected,
elected, hired or appointed under the powers of this Agreement and each Member
Agency. The term of a Board member or alternate (both voting and non -voting) who is a
public official or employee of a Member Agency shall terminate upon such Board Member
leaving his or her position with the Member Agency. The vacancy of such a member who
has left his or her position shall be filled by selection, election, or appointment according
to the selection process adopted by this Agreement and the Member Agency whose
representative has left his or her position.
3.06 Board members and alternates shall not receive compensation for their
service on the ILJAOC Board, but they may be reimbursed by the ILJAOC for reasonable
expenses incurred in conducting the business of the ILJAOC, as provided in this
Agreement, when the expenses are not paid or reimbursed by their respective employing
Member Agencies.
3.07 The principal office of the ILJAOC shall be established by the Board and shall
be located within the County of Orange. The Board may change the principal office from
one location to another within the County of Orange. Any change of address shall be noted
by the Board but shall not be considered an amendment to this Agreement.
3.08 The Board shall meet at a location as may be designated by the Board. The
time and place of regular meetings of the Board shall be determined by resolution adopted
by the Board. A copy of such resolution shall be furnished to the Member Agencies. All
meetings of the Board, including regular, adjourned, and special meetings, shall be called
0
and held in a manner as provided in the Ralph M. Brown Act, Chapter 9, Division 2, Title 5
of the California Government Code commencing with section 54950 et seq., as amended
3.09 All of the powers and authority of the ILJAOC shall be exercised by the Board
unless specifically delegated, to the extent permitted by law, or reserved to the Member
Agencies under this Agreement. Unless otherwise provided herein, each voting Board
Member shall be entitled to one (1) vote. Except as otherwise provided herein, a majority
of the full voting membership of the Board or their alternate present at a properly noticed
meeting, shall constitute a quorum for purposes of transacting business. A majority vote
of that quorum may adopt any motion, resolution, or order and take any other action
appropriate to carry forward the objectives of the ILJAOC pursuant to this Agreement, with
the exception of the adoption of the budget or other appropriations in excess of the adopted
budget as outlined in Section 4.04 of this Agreement, in which case a two-thirds majority of
the entire voting membership or their alternates is required for approval.
3.10 The Board shall designate a recording secretary to establish, distribute, and
post agenda notices as required by law, keep the minutes of all open meetings of the Board,
and cause a copy of such minutes to be forwarded to each Member Agency within a
reasonable time after each meeting.
3.11 The Board may adopt policies, rules, and regulations for the conduct of its
administrative affairs and that of the ILJAOC as may be required and that are consistent
with this Agreement.
3.12 Where this Agreement requires an approval of a resolution or ordinance by
any Member Agencies in any matter, the approval shall be evidenced by a certified copy of
the resolution or ordinance of the governing body of such Member Agency filed with the
ILJAOC. It shall be the responsibility of the Board to provide certified copies of said actions.
3.13 On an annual basis, the Board shall elect two Board members to act as Chair
and Vice -Chair of the Agency for the purpose of conducting the Board meetings and
performing other duties as required. The Vice -Chair may carry out all the duties of the Chair
in his/her absence.
01
3.14 The Board shall appoint an officer or employee of a Member Agency to hold
the offices of Treasurer and Controller ("Treasurer/Controller"), whose duties shall be in
conformance with Government Code sections 6505 and 6505.5, and whose salary, if any,
shall be established by the Board. The Treasurer/Controller shall also administer all
contracts subsequent to the Board's approval and shall contract with a certified public
accountant to make an annual audit of the accounts and records of the ILJAOC as
provided in Government Code section 6505. The annual audit shall be submitted to the
Board and each Member Agency when completed. The budget, covering a budget cycle
set by the Board, shall be prepared by the Treasurer/Controller for the approval by the
Board. The ILJAOC's investment policies shall be the policies of the Member Agency of
the Treasurer/Controller, as those may be modified by the Board of the ILJAOC. The
cost of the Treasurer/Controller in carrying out his/her duties, including, with limitation,
any outside professional services, shall be reimbursed by the ILJAOC.
3.15 The Board shall have the power to appoint/hire additional officers, employees,
or agents. Any officer, employee, or agent of the ILJAOC who is an officer, employee, or
agent of any of the Member Agencies will continue to be subject to the Member Agency's
personnel system. However, the ILJAOC may hire employees that are subject to the
personnel system of the ILJAOC and said employees shall not be considered employees of
any Member Agency. Any person from any Member Agency appointed by the Board to fulfill
a staff position with the ILJAOC shall possess appropriate qualifications to carry out his or
her responsibilities.
3.16 The Board may appoint legal counsel, by contract or otherwise, to provide
legal counsel to the Board, Executive Director, and any other ILJAOC staff regarding the
operations of the ILJAOC.
3.17 The officers of the ILJAOC Board shall perform all duties customary and
appropriate to their respective offices and:
a) After approval by the ILJAOC Board, the Board Chair shall sign all contracts
on behalf of the ILJAOC Board.
10
b) The secretary shall perform such duties as assigned by the Board and shall
keep minutes of the Board meetings.
c) The Treasurer/Controller shall be bonded in the amount to be determined
by the Board and the bond fee shall be paid by the ILJAOC. The
Treasurer/Controller shall perform the duties as set forth in this Agreement.
3.18 The Board may appoint an Executive Director by contract or otherwise to
oversee day-to-day operations of the ILJAOC. The Executive Director shall manage the
daily operations of the ILJAOC and supervision of any other ILJAOC employees.
3.19 All of the privileges and immunities from liability, exemption from laws,
ordinances and rules, all relief, pension, disability, worker's compensation, and other
benefits which apply to the activities or omissions of officials, officers, employees,
volunteers, or agents of any of the Member Agencies when performing their respective
functions for their respective Member Agency shall apply to such person(s) to the same
degree and extent while they are assigned to the ILJAOC to perform and are performing
any of the functions and other duties of the ILJAOC pursuant to authority granted by this
Agreement. None of the officials, officers, agents, volunteers, or employees of a Member
Agency appointed to the Board or performing services at the direction of the ILJAOC shall
be deemed by reason of their appointment or service to be employed by any of the other
Member Agencies or the ILJAOC or be subject to any of the requirements of the other
Member Agencies.
11AV
BUDGET AND DISBURSEMENTS
4.01 The Board shall adopt a budget for the ensuing fiscal year(s) pursuant to
procedures developed by the Board. At the conclusion of each fiscal year, the
Treasurer/Controller shall make a report to the Board regarding the excess or deficiency
of revenues over (or under) expenditures. Such report shall include "budget to actual"
comparisons based upon the previously adopted budget. Upon receipt of the report, the
Board shall determine what extent, if any, unexpended budgetary appropriations shall be
11
re -appropriated or whether any excess of revenues over expenditures shall be allocated
or expended.
4.02 The Treasurer/Controller shall draw warrants upon the approval and written
order of the Board or the Board's Executive Director. The Board shall requisition the
payment of funds only upon approval of such claims or disbursements and such
requisition for payment in accordance with rules, regulations, policies, procedures, and
by-laws adopted by the Board.
4.03 All funds received by the Treasurer/Controller for services provided by the
ILJAOC, will be placed in object accounts, and the receipt, transfer, or disbursement of
such funds during the term of this Agreement shall be accounted for in accordance with
generally accepted accounting principles applicable to governmental entities. There shall
be strict accountability of all funds. All revenues and expenditures shall be reported to
the Board on a quarterly basis, unless otherwise required by the Board.
4.04 All expenditures within the approved budget shall be made upon the
approval of the Treasurer/Controller in accordance with the rules, policies, and
procedures adopted by the Board. No expenditure in excess of those budgeted shall be
made without the two-thirds majority approval of the entire Board, and the budget shall
thereafter be revised and amended.
4.05 The records and accounts of the ILJAOC shall be audited annually by an
independent certified public accountant and any cost of the audit shall be paid by the
ILJAOC. The minimum requirements shall be those prescribed by the State Controller
under California Government Code section 26909 and in conformance with generally
accepted auditing standards. Copies of such audit report shall be filed with each Member
Agency no later than fifteen (15) days after receipt of said audit by the Board.
4.06 The Member Agencies have agreed by resolution through their respective
Governing Authorities to fund on a shared basis, the costs of the ILJAOC operations, and
capital in excess of any grant funds, through annual budget appropriations. Each Member
Agency's agreement to provide such funds in fiscal years after the fiscal year in which the
12
original ILJAOC Joint Powers Agreement was executed, is contingent upon appropriation
by the governing body of that Member Agency of sufficient funds for that purpose. The
subject resolutions shall not limit the authority of each Member Agency to cease
appropriations for the ILJAOC operations as determined by their respective Governing
Authorities, provided, however, that a decision to cease appropriations shall be subject
to the terms of Section 6.02 below. In addition, where the ILJAOC has an obligation under
the terms of this Agreement to reimburse a Member Agency for providing personnel,
equipment, and/or services to the ILJAOC, the Member Agency providing such personnel,
equipment, and/or services may waive its right to reimbursement. When a Member
Agency incurs costs eligible for reimbursement under the terms of this agreement, those
costs shall include only those which are not part of the Member Agency's pre-existing
infrastructure/operation prior to the effective date of this Agreement. They also shall not
include overhead charges. Costs for the ILJAOC operations referenced in accordance
with this Section 4.06 shall be shared as follows:
a) Member Agencies with Municipal Police Departments and the Orange
County Sheriff's Department, which serves the unincorporated area of the
County as well as their "contract cities," shall be determined on a per capita
served basis, with the combined total amount not to exceed 80% of total
costs.
b) County of Orange; an amount not to exceed 15% of total costs.
c) The Superior Court of California, County of Orange; an amount not to
exceed 5% of total costs.
d) The University of California Police Department; an amount not to exceed
0.75% of total costs.
e) California State University, Fullerton Police Department, an amount not to
exceed 0.75% of total costs.
4.07 The Member Agencies acknowledge and agree that the ILJAOC will act as
a conduit for the management, direction, and provision of integrated services to the
13
Member Agencies and to other public agencies that contract with ILJAOC for such
services.
4.08 Based on information provided by the Executive Director or other
designated representatives of the ILJAOC, the Treasurer/Controller shall keep a written
account of any services provided to other public agencies by the ILJAOC. All revenues
received from other public agencies contracting or receiving services from the ILJAOC
for services shall be used to offset the costs incurred by the ILJAOC. The Governing
Board shall determine whether those funds shall be placed in a Capital Reserve or
otherwise allocated in the ILJAOC's Budget and/or projected costs to Member Agencies.
4.09 In establishing rates for services to non -Member Agency public agencies,
the Board shall assure that the contracts for such services provide for the reimbursement
of the actual expenses of providing all services of the ILJAOC, including insurance
coverage for the ILJAOC's personnel and equipment. Payment for the ILJAOC services
by contracting public agencies shall be made on a monthly basis, or no less frequently
than on a quarterly basis (unless paid in advance) to the Treasurer/Controller of the
ILJAOC. The Treasurer/Controller shall provide a written quarterly account to the Board
of all revenues and expenses of the ILJAOC services to other public agencies.
4.10 The ILJAOC budget shall include the provision for a Capital Replacement
fund that will provide for, among other things, the replacement of the equipment owned
and operated by the ILJAOC. The ILJAOC Board annually shall recommend to the
Member Agencies amounts needed for Capital Replacement. The amount of the provision
for Capital Replacement in each ILJAOC annual budget will depend on the amounts
appropriated by the Member Agencies for such purposes during each fiscal year. Said
funds shall be transferred to the ILJAOC monthly by the Member Agencies for deposit in
the ILJAOC's Capital Replacement fund. The actual purchase of new equipment and
disposal of unneeded equipment shall be done whenever determined appropriate and
justified by the Board.
4.11 All revenues derived from service contracts with other public agencies shall
be maintained in a separate revenue account for the ILJAOC. The Treasurer/Controller
14
shall be responsible for accounting for all such revenue. The Board shall be responsible
for determining the appropriate allocation of such funds as part of the budget adoption
process.
V
LIABILITIES
5.01 Except as provided in Section 8.05 of this Agreement, the ILJAOC and the
Member Agencies agree, to the extent allowed by law, that the Member Agencies shall
be fully protected from any loss, injury, liability, damage, claim, lawsuit, cost, or expense
arising out of, or in any way related to, the performance of this Agreement by the ILJAOC.
Accordingly, the provisions of this Agreement should be broadly construed in favor of
protection for the Member Agencies and interpreted to provide the fullest possible
protection to the Member Agencies and Member Agency's officials, officers, agents,
volunteers, and employees. ILJAOC acknowledges that the Member Agencies would not
have entered into this Agreement in the absence of the commitments of the ILJAOC as
specified in this Article V.
5.02 The Member Agencies acknowledge that each Member Agency may be
assigning its own personnel to a cooperative pool of personnel to provide service to the
ILJAOC. The ILJAOC shall be solely responsible for and retain all debts, liabilities, and
other obligations for all activities of the ILJAOC, and shall maintain sufficient insurance
coverage in effect at all times to cover any such claim, loss, liability, or obligation, as
recommended by the ILJAOC Risk Manager and approved by the Board.
5.03 Except as provided in Section 8.05, the ILJAOC shall protect, defend,
indemnify, and hold free and harmless the Member Agencies and their respective elected
and appointed boards, officials, officers, agents, volunteers, and employees from and
against any and all liabilities, damages, loss, cost, claims, expenses, actions, or
proceedings of any kind or nature caused by ILJAOC employees or employees of
Member Agencies who are performing ILJAOC functions, including, but not by way of
limitation, injury or death of any person, injury or damage to any property, including
consequential damages and attorney's fees and costs, resulting or arising out of or in any
15
way connected with the negligent acts or failure to act in the course and scope of carrying
out their responsibilities in the performance of their duties to the ILJAOC. In addition, and
without limiting the foregoing indemnification obligation, except as provided in Section
5.04, the ILJAOC will maintain sufficient insurance coverage in effect at all times as
recommended by their Risk Manager, to cover any such damage claim, loss, cost,
expense, action, proceeding, liability, or obligation.
5.04 Any contract with a non-member public agency ("non -Member Agency")
receiving services from the ILJOAC shall include a mutual indemnification provision
wherein the non -Member Agency and the ILJAOC shall mutually agree to defend and
indemnify the other in an amount equal to its proportionate share of liability on a
comparative fault basis. The contract shall also provide that: 1) The indemnity obligation
shall exist with respect to any claim, loss, liability, damage, lawsuit, cost, or expense that
arises out of, or is in any way related to, the performance of services pursuant to the
contract; and 2) The obligation of the non -Member Agency and the ILJAOC pursuant to
the indemnification provision will extend, without limitation, to an injury, death, loss, or
damage which occurs in the performance of the contract and that is sustained by any
third party, any agent, or contractor of the non -Member Agency or the ILJAOC.
Notwithstanding the foregoing, in situations where a non -Member Agency lacks the
authority to enter into an agreement containing the specific terms specified above in this
Section 5.04, the ILJAOC may enter into an agreement without such terms (or including
only some of those terms) only after (1) a finding by and affirmative vote of a two-thirds
majority of all voting Board members, or their alternates, that the risk of entering into such
an agreement is outweighed by the benefit to be obtained by entering into the agreement,
and (2) a determination by the ILJAOC's Risk Manager that insurance provisions
applicable to the agreement are adequate given the specific risks presented.
5.05 Member Agencies shall be responsible for the continued provision of
worker's compensation coverage for the officers or employees of the Member Agencies
that are assigned to provide services to the ILJAOC and/or serve as officers or employees
of the ILJAOC. In this regard, each Member Agency shall defend, indemnify, and hold
harmless the ILJAOC and any other Member Agencies, and their respective officials
16
officers, employees, contractors, agents, and representatives with respect to any claim,
loss, liability, damage, lawsuit, cost, or expense, including attorney's fees and costs, that
arises out of, or is in any way related, to any industrial/worker compensation injury
sustained by an officer or employee of the indemnifying Member Agency during the
performance of service to the ILJAOC or the other Member Agencies under this
Agreement.
5.06 ILJAOC shall employ the principles of sound risk management in its
operations. Risks of loss shall be identified, evaluated, and treated in a manner that
protects the ILJAOC and each Member Agency from adverse financial consequences.
This may be accomplished in part through the purchase of appropriate commercial
insurance.
The Risk Manager, or his/her designee, of one Member Agency shall be
designated by the Board, with the consent of the Member Agency, as the "ILJAOC Risk
Manager" and shall act in an advisory capacity to the ILJAOC Board to provide guidance
in the area of risk management, loss control, insurance procurement, and claims
management. Should a Member Agency Risk Manager not be available to serve the
ILJAOC, the Board may designate someone who has comparable experience to serve in
that capacity. The ILJAOC Risk Manager will be responsible for maintaining the original
insurance policies and other risk management and insurance documents.
During the term of this Agreement, the ILJAOC shall purchase and maintain
sufficient amounts of commercial insurance coverage at the equally shared cost to the
Member Agencies. The types, limits, retention levels, deductibles, policy forms, and
carriers providing the above required insurance coverages shall be recommended by the
ILJAOC Risk Manager to the Board for its approval, consistent with this Agreement.
LV
ADMISSION AND WITHDRAWAL OF PARTIES
6.01 Additional public agencies may become Member Agencies of the ILJAOC
upon such terms and conditions as are determined by the Board, and upon the unanimous
17
consent of the ILJAOC Governing Board, so long as such addition(s) are not projected to
increase costs to existing Member Agencies. Upon approval by the ILJAOC Governing
Board, a written amendment to this Agreement shall be executed by all of the existing
Member Agencies, as well as the additional Member Agency. Should increased costs to
existing Member Agencies be anticipated due to the addition of a new public agency,
unanimous approval must be received from the governing bodies of the existing Member
Agencies, as evidenced by approval of resolutions and the execution of a written
amendment to this Agreement by all of the Member Agencies, including the additional
Member Agency.
6.02 Member Agencies have the right to withdraw from the ILJAOC. Such
withdrawals, either voluntarily or involuntarily, shall be conditioned as follows:
a) Involuntary withdrawal shall mean those circumstances where a Member
Agency must withdraw due to fiscal or budgetary impact of that Member
Agency that results in the discontinuance or reduction of the funding for
personnel, services, or equipment by that Member Agency.
b) In the case of a voluntary withdrawal, written notice shall be given one
hundred eighty (180) days prior to the end of a fiscal year except that such
notice requirement may be shortened (i) by unanimous approval of the
Board members present at the meeting at which the Board considers
shortening the notice requirement, or (ii) upon breach of this Agreement by
the ILJAOC or any Member Agency, in which case the withdrawing Member
Agency may withdraw effective at any time.
c) Neither voluntary nor involuntary withdrawal shall relieve the withdrawing
Member Agency of its obligations for its proportionate share of any debts or
other liabilities incurred by the ILJAOC prior to the effective date of the
Member Agency's withdrawal (with the exception of new purchases of
capital equipment after the date of the Member Agency's notice of
withdrawal), nor any liabilities imposed upon or incurred by the Member
18
Agency pursuant to this Agreement prior to the effective date of the Member
Agency's withdrawal.
d) The withdrawing Member Agency shall retain all rights and claims relating
to revenues received by the ILJAOC during the time period that the Member
Agency provided personnel, services, or equipment under the ILJAOC
direction.
e) The withdrawing Member Agency shall be entitled to remove its personnel
and any equipment whose title was not transferred in writing to the ILJAOC
from the possession and control of the ILJAOC, regardless of the impact on
the ILJAOC or its continued operation. The withdrawing Member Agency
may also recover any other equipment no longer needed by the ILJAOC,
including equipment it previously transferred to the ILJAOC, according to
the terms and conditions determined by the Board in its sole discretion to
be fair and equitable. The ILJAOC Board may choose to exempt a Member
Agency from any of the listed conditions, but may not impose any conditions
other than those listed.
V I I
TERMINATION AND DISPOISTION OF ASSETS
7.01 The ILJAOC shall continue to exist and exercise the powers herein until this
Agreement is terminated by a vote of two-thirds of the entire Board; provided, however,
that no termination shall be complete and final until the ILJAOC has satisfactorily
disposed of all financial obligations and claims, distributed all assets, and performed all
other functions deemed necessary by the Board to conclude the affairs of the ILJAOC.
7.02 Termination shall occur upon:
a) The written consent of all Member Agencies; or
W
b) Upon the withdrawal from the ILJAOC of a sufficient number of the Member
Agencies that results in a lack of effectiveness as determined by a two-
thirds vote of the remaining Board Members; and
1. Full satisfaction of all outstanding financial obligations of the ILJAOC;
and
2. All other contractual obligations of the ILJAOC have been satisfied.
7.03 In the event of the termination of this Agreement, any funds remaining
following the discharge of all obligations shall be disposed of by returning to each current
Member Agency of the ILJAOC immediately prior to the termination of this Agreement, a
share of such funds proportionate to the contribution made to the ILJAOC by said Member
Agency, to the extent determined by the Board in its sole discretion to be fair and
equitable.
7.04 Notwithstanding any other provisions of this Agreement, the Member
Agencies agree to abide by the following procedure for selling of equipment in the event
this Agreement is terminated. The equipment shall be given a fair market value by an
appraiser agreed upon by the Board. Before the equipment is sold on the open market,
the Member Agencies each shall have the right to purchase the equipment at a price and
under terms as agreed upon by the Board, which may include a financing arrangement
for the purchaser to allow for a transition period after the termination of this Agreement.
If an agreement cannot be reached concerning a purchase of the equipment, then it shall
be sold on the open market. Proceeds from the sale of equipment upon termination of
the Agreement shall be distributed to the Member Agencies in a manner consistent with
the cost -sharing format outlined in Paragraph 4.06 (a), (b), and (c) of this Agreement, and
any modifications to that formula adopted by the Board.
8.01 Amendments
V I I I
MISCELLANEOUS
20
Except as otherwise specified in this Agreement, this Agreement may be amended
with the unanimous approval of all Member Agencies; provided, however, that no
amendment may be made that would adversely affect the interests of the owners of
bonds, letters of credit, or other financial obligations of the ILJAOC. An Amendment to
this Agreement may be executed in any number of actual or digital counterparts. The
counterparts together will be taken to constitute one and the same instrument. An
Amendment will have effect upon execution by all Member Agencies.
8.02 Notices
Any notice or instrument required to be given or delivered by depositing the same
in any United States Post Office, registered or certified, postage prepaid, addressed to
the Member Agencies, shall be deemed to have been received by the Member Agency
to whom the same is addressed at the expiration of five (5) days after deposit of the same
in the United States Post Office for transmission by registered or certified mail as
aforesaid.
8.03 Effective Date
This Agreement shall be effective at such time as this Agreement has been
executed by the majority of the voting Member Agencies enumerated in the introduction
of this Amended Agreement.
8.04 Conflicts of Interest
No official, officer or employee of the ILJAOC or any Member Agency shall have
any financial interest, direct or indirect, in the ILJAOC. Nor shall any such officer or
employee participate in any decision relating to the ILJAOC that affects his or her financial
interests or those of a corporation, partnership, or association in which he or she is directly
or indirectly interested, in violation of any State law or regulation.
8.05 Mediation
a) Any controversy or claim between any Member Agencies, or between any
such Member Agency or Member Agencies and the ILJAOC, with respect
to the ILJAOC's operations, or to any claims, disputes, demands,
21
differences, controversies, or misunderstandings arising under, out of, or in
relation to this Agreement, shall be submitted to and determined by
mediation.
b) The Member Agency desiring to initiate mediation shall give notice of its
intention to every other Member Agency and the ILJAOC. Such notice shall
designate such other Member Agencies as the initiating Member Agency
intends to have bound by any award made therein.
c) Each Member Agency involved in the mediation shall bear its own legal
costs, including attorney fees.
8.06 Partial Invalidity
If any one or more of the terms, provisions, sections, promises, covenants or
conditions of this Agreement shall to any extent be adjudged invalid, unenforceable or
void for any reason whatsoever by a court of competent jurisdiction, each and all of the
remaining terms, provisions, sections, promises, covenants and conditions of this
Agreement shall not be affected thereby and shall be valid and enforceable to the fullest
extent permitted by law.
8.07 Successors
This Agreement shall be binding upon and shall inure to the benefit of the
successors of the Member Agencies hereto.
8.08 Assignment
A Member Agency shall not assign any rights or obligations under this Agreement
without the written consent of all other Member Agencies.
8.09 Execution
The Governing Authorities of the Member Agencies enumerated herein have each
authorized execution of this Agreement, as evidenced by the authorized signatures
below, respectively.
8.10 Entire Agreement
22
This Agreement supersedes any and all other agreements whether oral or written,
between the parties hereto with respect to the subject matter hereof and contains all of
the covenants and agreements between the parties with respect to said matter, and each
party to this Agreement acknowledges that no representations, inducements, promises,
or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein, and that any other agreement or
modification of this Agreement shall be effective only if executed in writing and signed by
the ILJAOC and all Member Agencies.
Dated:
ATTEST:
Leilani I. Brown
Clerk of the City of Newport Beach
APPROVED AS TO FORM:
23
CITY OF: Newport Beach
Noah Blom
Title: Mayor-----
STATE OF CALIFORNIA }
COUNTY OF ORANGE } ss.
CITY OF NEWPORT BEACH }
I, Leilani I. Brown, City Clerk of the City of Newport Beach, California, do hereby certify that the
whole number of members of the City Council is seven; the foregoing resolution, being Resolution
No. 2023-48 was duly introduced before and adopted by the City Council of said City at a regular meeting
of said Council held on the 22nd day of August, 2023; and the same was so passed and adopted by the
following vote, to wit:
AYES: Mayor Noah Blom, Council Member Brad Avery, Council Member Robyn Grant,
Council Member Lauren Kleiman, Council Member Joe Stapleton, Council Member
Erik Weigand
NAYS: None
ABSENT: Mayor Pro Tern Will O'Neill
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of
said City this 23rd day of August, 2023.
Leilani I. Brown
City Clerk
Newport Beach, California