CC - Item 4A - LA RICS Powers AgreementROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: OLIVER C. CHI, CITY MANAGER
DATE: JANUARY 13, 2009
SUBJECT: LA RICS JOINT POWERS AGREEMENT
SUMMARY
Over the past several years, a joint-task force comprising many different agencies within Los
Angeles County has been working on a project called the Los Angeles Regional Interoperable
Communication System (LA-RICS). An overview of the LA-RICS program has been included
for review as Attachment A.
This initiative aims to achieve a reliable and seamless communications system among the Los
Angeles regions public safety agencies. The development of a region-wide communication
system would provide first-responders from 81 different agencies the ability to communicate
during normal operations and emergencies, as well as natural and manmade disasters.
After much research and coordination, a Joint Powers Agreement has been drafted and each
agency within the Los Angeles County region is being asked to approve the JPA and become a
member of the LA-RICS program.
There is no cost to join as part of the JPA at this point in time. One of the initial workplan items
that the newly formed JPA will undertake is developing a cost estimate for member agencies in
the future. Once those cost figures have been developed, each agency will have the
opportunity to either continue with their membership in the JPA or they can opt out.
Staff recommendation
Staff recommends that the City Council approve the Los Angeles Regional Interoperable
Communications System Joint Powers Agreement (Attachment B).
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Attachment A: LA-RICS Overview
Attachment B: LA-RICS JPA
ITEM NO. ~A
APPROVED FOR CITY COUNCIL AGENDA:
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LA-RICS
We are pleased to provide you with information on the Los Angeles Regional Interoperable
Communication System (LA-RICS) project. "Ibis important project addresses a critical need for
reliable, seamless communication among the region's public safety agencies.
In an unprecedented undertaking for a region of this size and population, law enforcement
and fire agencies in the Los Angeles region have come together to develop a region-wide
communication system. The system will provide interoperability among first responders from 81
different agencies during normal operations and emergencies, as well as natural and manmade
disasters, which is a top priority of the Department of Homeland Security.
Through the combined planning and development of the joint regional communication system
the Los Angeles region will gain the following benefits:
• Rapid and efficient voice communication -The system will enable local, state and federal
public safety agencies operating in Los Angeles region to immediately communicate during
routine operations and emergencies, as well as during natural and manmade disasters.
• Improved public safety response to the region's 10 million residents - The Los Angeles
region is one of the high-threat areas identified by the Department of Homeland Security.
While to date the area has avoided a serious terrorist attack, regional communication is an
essential component of emergency planning and response.
• Enhanced ability to work together to mitigate emergencies - In a region where multi-
jurisdiction responses are commonplace, the level of coordinated planning, operations and
training required to implement a regional system will improve the ability of first responders
in all types of emergencies.
• Significant cost savings - Individual public safety agencies will achieve significant cost
savings through the joint effort to plan, develop and train users on the regional system.
Further, the quality and coverage of the system will exceed that which any agency could
obtain on its own.
If you have any further questions, please contact LA-RICS at (877) 742-7520. We look forward
to making the Los Angeles region's interoperable communications system a reality.
Sincerely yours,
FYed&r k W. Latkaw
Chairman
4F
LA=RICS
The Los Angeles
Regional Interoperable
Communications System
Authority
Joint Powers Agreement
June 5, 2008
LA-RICS JPA 2008-06-05.doc
The Los Angeles Regional Interoperable Communications System Authority
Joint Powers Agreement
Table of Contents
RECITALS
1
Article I
- GENERAL PROVISIONS
1
1.01
Purpose
...............1
1.02
Creation of Authority
2
1.03
Membership in the Authority
2
1.04
Term
...............2
Article II
- Board of Directors
3
2.01
Composition of the Board
3
2.02
Appointment of Directors
3
2.03
Purpose of Board
4
2.04
Specific Responsibilities of the Board
5
2.05
Startup Responsibilities
6
2.06
Meetings of the Board
7
2.07
Minutes
...............7
2.08
Voting
..............7
2.09
Quorum; Required Votes; Approvals
7
Article III
- OFFICERS, EMPLOYEES AND ADVISORY COMMITTEES
8
3.01
Chairperson, Vice-Chairperson and Secretary
8
3.02
Treasurer
..............8
3.03
Auditor
..............8
3.04
Bonding of Persons Having Access to Property
9
3.05
Other Employees
9
3.06
Privileges and Immunities from Liability
9
3.07
Advisory Committees
9
3.08
Membership of Advisory Committees
10
3.09
Meetings of Advisory Committees
............10
3.10
Officers of Advisory Committees
10
Article IV
-POWERS
10
4.01
General Powers
10
4.02
Power to Issue Bonds
10
4.03
Specific Powers
10
4.04
Limitation on Exercise of Powers
............11
4.05
Obligations of Authority
11
4.06
Additional Powers to be Exercised
............12
LA-RICS JPA 2008-06-05.doc
The Los Angeles Regional Interoperable Communications System Authority
Joint Powers Agreement
Table of Contents
Article V - CONTRIBUTIONS; ACCOUNTS AND REPORTS; FUNDS 12
5.01
Adoption of Funding Plan
12
5.02
Contributions
..................13
5.03
Accounts and Reports
13
5.04
Funds
..................13
5.05
Sharing of Frequencies
13
5.06
Violations
..................14
5.07
System Components
14
5.08
Adverse Impacts on System
15
Article VI
- WITHDRAWAL AND TERMINATION
15
6.01
Withdrawal by Members
15
6.02
Financial Liabilities of Withdrawing Members
15
6.03
Retention of Assets by Withdrawing Members
16
6.04
Termination of Authority and Disposition of Authority Assets
16
Article VII
-MISCELLANEOUS PROVISIONS
17
7.01
Notices
..................17
7.02
Amendment; Addition of Members
17
7.03
Fiscal Year
18
7.04
Consents and Approvals
18
7.05
Amendments to Act
18
7.06
Enforcement of Authority
18
7.07
Severability
..................18
7.08
Successors
..................18
7.09
Assignment
..................18
7.10
Governing Law
19
7.11
Headings
..................19
7.12
Counterparts
..................19
7.13
No Third Party Beneficiaries
19
7.14
Filing of Notice of Agreement
19
7.15
Conflict of Interest Code
..................19
7.16
Indemnification
19
7.17
Dispute Resolution/Legal Proceedings.
19
Exhibit A - Members
LA-RIGS JPA 2008-06-05.doc
Joint Powers Agreement to Establish
The Los Angeles Regional
Interoperable Communications System Authority
THIS JOINT POWERS AGREEMENT (the "Agreement") is made as of the Effective
Date by and between the public agencies set forth in Exhibit A.
Each public agency executing this Agreement shall be referred to individually as
"Member," with all referred to collectively as "Members."
RECITALS
Whereas the Members require wide area and interoperable communications, and
Members acting independently have limited resources to construct a communications
network providing these capabilities; and,
Whereas the Members have determined that working in concert to share radio
communications resources is in the public interest, as doing so would provide the most
effective and economical radio communications network for all participating public
agencies; and,
Whereas the Members agree that the collective goal is to evaluate, establish, and
participate in a public safety radio network to meet or enhance current public safety
radio communications needs of Members and to provide an architecture capable of
expanding to meet future needs; and,
Whereas, the Members have the authority under the Joint Exercise of Powers Act, in
California Government Code Section 6500 et. seq., (the "Act") to enter into this
Agreement.
NOW, THEREFORE, in consideration of the recitals and mutual obligations of the
Members as herein contained, the Members agree as follows:
Article I - GENERAL PROVISIONS
1.01 Purpose.
This Agreement is to create an agency to exercise the powers shared in common by its
Members to engage in regional and cooperative planning and coordination of
governmental services to establish a wide-area interoperable public safety
communications network (hereinafter referred to as the "Los Angeles Regional
Interoperable Communications System", "LA-RICS", or the "System"). As part of this
LA-RICS JPA 2008-06-05.doc Page 1
AM,& LA-RICS
Joint Powers Agreement
purpose, Members will seek to meet or enhance the current public safety
communications needs with a System capable of expanding to meet future needs;
develop funding mechanisms; and resolve technical and operational issues in the
development and management of the System. Such purposes are to be accomplished
and said common power exercised in the manner hereinafter set forth.
1.02 Creation of Authority.
Pursuant to the Act, the Members hereby create a public entity to be known as the "Los
Angeles Regional Interoperable Communications System Authority" (hereinafter, the
"Authority"). The Authority shall be a public entity separate and apart from the Members
who shall administer this Agreement. The jurisdiction of the Authority shall be all
territory within the geographic boundaries of the Members; however the Authority may
undertake any action outside such geographic boundaries as is necessary and
incidental to the accomplishment of its purpose.
1.03 Membership in the Authority.
Participation in the Authority is limited to public agencies, as defined by the Act, in the
greater Los Angeles area that have approved and executed this Agreement, and
contributed resources of any kind toward the construction and/or on-going operation of
the System (including, but not limited to financial, personnel, frequency, equipment,
radio site, real estate or other resources), as approved by the Board of Directors.
1.04 Term.
This Agreement shall become effective, and the Authority shall come into existence,
when each of the following occurs (the "Effective Date"):
(a) The Agreement is authorized and executed by the City of Los Angeles and the
County of Los Angeles; and
(b) Forty-five days has elapsed after the authorization and execution of the
Agreement by both the City of Los Angeles and County of Los Angeles.
Prior to the Effective Date, public agencies may become Members of the Authority,
without Board approval, by adoption and execution of this Agreement. After the
Effective Date, membership is subject to approval by the Board as set forth in Section
7.02(a) of this document.
LA-RIGS JPA 2008-06-05.doc Page 2
Joint Powers Agreement
LA RIGS
Article II - Board of Directors.
2.01 Composition of the Board
The Authority shall be administered by a Board of Directors (the "Board") consisting of a
minimum of eight (8) Directors and not more than seventeen (17) Directors identified by
the following appointing authorities:
1. The City of Los Angeles City Administrative Officer
2. The City of Los Angeles Fire Chief
3. The City of Los Angeles Police Chief
4. The City of Los Angeles Chief Legislative Analyst
5. The County of Los Angeles Chief Executive Officer
6. The County of Los Angeles Fire Chief
7. The Sheriff of Los Angeles County
8. The County of Los Angeles Department of Health Services Director
9. The Los Angeles Unified School District Police Chief
10. The City of Long Beach
11. The Los Angeles Area Fire Chiefs Association
12. The Los Angeles County Police Chiefs Association
13. The California Contract Cities Association
14. At Large
15. At Large
16. At Large
17. At Large
2.02 Appointment of Directors
(a) Each of the officials listed in 1 through 9 above may appoint one Director and
one Alternate Director to the Board when the agency such official represents
becomes a Member.
(b) The City of Long Beach may appoint one Director and one Alternate Director to
the Board when the City of Long Beach becomes a Member.
(c) Each of the Associations listed in 11 and 12 above may appoint one Director
and one Alternate Director to the Board when at least one member of their
respective Association becomes a Member of the Authority.
(d) The California Contract Cities Association may appoint one Director and one
Alternate Director to the Board when at least one member of the Association
becomes a Member of the Authority. In order to participate in the selection process,
Association members must also be Members of the Authority.
LA-RICS JPA 2008-06-05.doc Page 3
V)N
LA-RIGS
Joint Powers Agreement
(e) At Large Directors and Alternate Directors shall be selected by a majority vote
of Member cities, other than the Cities of Los Angeles and Long Beach, as follows:
(1) One At Large Director (and one Alternate Director) must represent a
Member city that operates both independent police and fire departments;
(2) Two At Large Directors (and two Alternates) must represent Member
cities that operate an independent police department and/or an independent
fire department; and
(3) One At Large Director (and one Alternate Director) must represent a
Member city not otherwise represented on the Board.
(f) Within fifteen (15) days after the Effective Date, eligible Member cities shall
endeavor to meet and provide for the selection of the At Large Directors and
Alternate Directors, and all other entities shall endeavor to appoint their Directors
and Alternates. The logistics for filling the At Large Director and Alternate Director
vacancies shall be provided for in the bylaws.
(g) At the time of appointment and for the duration of service, Directors and
Alternate Directors shall be employees or officers of Members. All Directors and
Alternate Directors shall be non-elected officials, with the sole exception of the Los
Angeles County Sheriff.
(h) The term of office of each Director and Alternate Director shall be two years, or
until a successor has been appointed. Directors and Alternate Directors may serve
an unlimited number of terms.
(i) No Member can hold more than one seat on the Board concurrently, except that
the County of Los Angeles and the City of Los Angeles can hold the Board seats
designated by the eight individuals listed in items 1 through 8 in Section 2.01.
(j) An Alternate Director may act in their Director's absence and shall exercise all
rights and privileges of a Director.
(k) Each Director and each Alternate Director shall serve at the pleasure of the
appointing authority and may be removed by the appointing authority at any time
without notice.
(1) Notice of any removal or appointment of a Director or Alternate Director shall be
provided in writing to the Chair of the Board.
2.03 Purpose of Board.
The general purpose of the Board is to:
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(a) Provide structure for administrative and fiscal oversight;
(b) Identify and pursue funding sources;
(c) Set policy;
(d) Maximize the utilization of available resources; and
(e) Oversee all Committee activities.
2.04 Specific Responsibilities of the Board.
The specific responsibilities of the Board shall be as follows:
(a) Identify participating entities needs and requirements;
(b) Develop and implement a funding plan (the "Funding Plan") for the construction
and on-going operation of a shared voice and data system;
(c) Formulate and adopt the budget prior to the commencement of the fiscal year;
(d) Hire necessary and sufficient staff and adopt personnel rules and regulations;
(e) Adopt rules for procuring supplies, equipment and services;
(f) Adopt rules for the disposal of surplus property;
(g) Establish committees as necessary to ensure that the interests and concerns of
each user agency are represented and to ensure operational, technical and financial
issues are thoroughly researched and analyzed;
(h) Provide for System implementation and monitoring,
(i) Determine the most appropriate and cost effective maintenance plan for the
System;
0) Provide for System maintenance;
(k) Adopt and revise System operating policies and procedures, as well as
technical and maintenance requirements;
(1) Review and adopt recommendations regarding the establishment of System
priorities and talk groups;
(m) Address concerns of all System user agencies;
(n) Oversee the establishment of long-range plans;
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(o) Conduct and oversee System audits at intervals not to exceed three years;
(p) Arrange for an annual independent fiscal audit;
(q) Adopt such bylaws, rules and regulations as are necessary for the purposes
hereof; provided that nothing in the bylaws, rules and regulations shall be
inconsistent with this Agreement; and
(r) Discharge other duties as appropriate or required by statute.
2.05 Startup Responsibilities
The Authority shall have the duty to do the following within the specified timeframe or, if
no time is specified, within a reasonable time:
(a) To establish within three (3) months of the Effective Date of this Agreement the
Advisory Committees designated in Section 3.07;
(b) To use its best efforts to develop and adopt within nine (9) months of the
Effective Date of this Agreement:
(1) A plan specifying a means or formula for determining the timing and
sequencing of construction of the System consistent with the functional
specifications; and
(2) A Funding Plan specifying a means or formula for funding the
construction, operation and maintenance of the System; such Funding Plan
shall include an allocation of costs among the Members, subscribers, and
other funding sources;
(c) To establish System participation pricing including start-up costs, and ongoing
Subscriber/Member unit pricing to cover System operations, technical upgrades, and
System replacement reserves;
(d) To encourage other governmental and quasi-governmental agencies, including
but not limited to, the State and Federal government, and special districts, to
participate in LA-RICS;
(e) To establish policies and procedures for the voluntary transfer and/or sharing of
assets from Members;
(f) To retain legal counsel; and
(g) To evaluate the need for, acquire and maintain necessary insurance.
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2.06 Meetings of the Board.
(a) Regular Meetings. The Board shall provide for its regular meetings provided,
however, that at least one regular meeting shall be held quarterly. The date, hour
and location of regular meetings shall be fixed by resolution of the Board and a copy
of the resolution shall be transmitted to each of the Members.
(b) Special Meetings. Special meetings of the Board may be called by the Chair or
as provided for in the bylaws.
(c) Call, Notice and Conduct of Meetings. All meetings of the Board, including
without limitation, regular, adjourned regular and special meetings, shall be called
noticed, held and conducted in accordance with the provisions of the Ralph M.
Brown Act (commencing with California Government Code section 54950). As soon
as practicable, but no later than the time of posting, the Secretary shall provide
notice and the agenda to each Member, Director and Alternate Director.
(d) First Meeting. The first meeting of the Board shall be no sooner than fifteen
(15) days after the Effective Date.
2.07 Minutes.
The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as
soon as practicable after each meeting, cause a copy of the minutes to be made
available to each Director, the Members and other parties upon request.
2.08 Voting.
All voting power of the Authority shall reside in the Board. Each Director shall have one
vote. An Alternate Director may participate and vote in the proceedings of the Board
only in the absence of that Alternate's Director. No absentee ballot or proxy shall be
permitted.
2.09 Quorum; Required Votes; Approvals.
A majority of the appointed Directors shall constitute a quorum of the Board for the
transaction of business except that less than a quorum or the Secretary may adjourn
meetings of the Board from time-to-time. The affirmative votes of a majority of the
appointed Directors shall be required to take any action by the Board, except, two-thirds
vote (or such greater vote as required by state law) of the appointed Directors shall be
required to take any action on the following:
(a) Establish start-up contributions from Members;
(b) Adopt a Funding Plan;
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(c) Levy and collect, or cause to be collected, communication impact fees on new
residential, commercial, and industrial development, as authorized by local, state,
and federal law;
(d) Change the designation of Treasurer or Auditor of the Authority;
(e) Issue bonds or other forms of debt;
(f) Adopt or amend the bylaws; and
(g) Exercise the power of eminent domain.
Article III - OFFICERS, EMPLOYEES AND ADVISORY COMMITTEES
3.01 Chairperson, Vice-Chairperson and Secretary.
For each fiscal year, the Board shall elect a Chairperson and Vice-Chairperson from
among the Directors, and shall appoint a Secretary, who need not be a Director. In the
event that the Chairperson, the Vice-Chairperson or Secretary so elected resigns from
such office or his/her represented Member ceases to be a Member of the Authority, the
resulting vacancy shall be filled at the next regular meeting of the Board held after such
vacancy occurs or as soon as practicable thereafter. Succeeding officers shall perform
the duties normal to said offices. The Chairperson shall sign all contracts on behalf of
the Authority, and shall perform such other duties as may be imposed by the Board. In
the absence of the Chairperson, the Vice-Chairperson shall sign contracts and perform
all of the Chairperson's duties.
3.02 Treasurer.
The Treasurer and Tax Collector of the County of Los Angeles shall be the Treasurer of
the Authority. To the extent permitted by the Act, the Board may change, by resolution,
the Treasurer of the Authority.
The Treasurer shall be the depository, shall have custody of the accounts, funds and
money of the Authority from whatever source, and shall have the duties and obligations
set forth in the Act. For grants awarded to Members or third parties for use with the
System, the Treasurer will work with the Member or third party to put in place
appropriate fiscal controls to meet the grant requirements.
3.03 Auditor.
The Auditor-Controller of the County of Los Angeles shall be the Auditor of the
Authority. To the extent permitted by the Act, the Board may change, by resolution, the
Auditor of the Authority.
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The Auditor shall perform the functions of auditor for the Authority and shall make or
cause an independent annual audit of the accounts and records of the Authority by a
certified public accountant, in compliance with the requirements of the Act and generally
accepted auditing standards.
3.04 Bonding of Persons Having Access to Property.
Pursuant to the Act, the Board shall designate the public officer or officers or person or
persons who have charge of, handle, or have access to any property of the Authority
and shall require such public officer or officers or person or persons to file an official
bond in an amount to be fixed by the Board.
3.05 Other Employees.
The Board shall have the power by resolution to appoint and employ such other officers,
employees, consultants and independent contractors as may be necessary to carry-out
the purpose of this Agreement.
3.06 Privileges and Immunities from Liability.
All of the privileges and immunities from liability, exemption from laws, ordinances and
rules, all pension, relief, disability, workers' compensation and other benefits which
apply to the activities of officers, agents or employees of a public agency when
performing their respective functions shall apply to the officers, agents or employees of
the Authority to the same degree and extent while engaged in the performance of any of
the functions and other duties of such officers, agents or employees under this
Agreement. None of the officers, agents or employees directly employed by the Board
shall be deemed, by reason of their employment by the Board to be employed by the
Members or by reason of their employment by the Board, to be subject to any of the
requirements of the Members.
3.07 Advisory Committees.
The Board shall establish the following Advisory committees:
(a) Operations Committee - The Operations Committee's primary purpose is to
review and recommend to the Board operating policies and procedures that will
ensure the System resources are used efficiently to meet the needs of all Members.
(b) Technical Committee - The Technical Committee's primary purpose is to
review and recommend to the Board policies and procedures related to System
performance, maintenance and other technical issues.
(c) Finance Committee - The Finance Committee's primary purpose is to review
and recommend to the Board:
(1) The Funding Plan;
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(2) A fiscal year budget; and
(3) Financial policies and procedures to ensure equitable contributions by
Members.
(d) Legislative Committee - The Legislative Committee's primary purpose is to
review and recommend to the Board a plan for securing funding from state and
federal governments and to advise the Board on regulatory and legislative matters.
3.08 Membership of Advisory Committees.
Each Director shall appoint one voting member to each Advisory Committee.
3.09 Meetings of Advisory Committees.
All meetings of each Advisory Committee shall be held in accordance with the Ralph M.
Brown Act. For the purposes of convening meetings and conducting business, unless
otherwise provided in the bylaws, a majority of the members of the committee shall
constitute a quorum for the transaction of business, except that less than a quorum or
the secretary of each Advisory Committee may adjourn meetings from time-to-time. As
soon as practicable, but no later than the time of posting, the Secretary of the
Committee shall provide notice and the agenda to each Member, Director and Alternate
Director.
3.10 Officers of Advisory Committees.
Unless otherwise determined by the Board, each Advisory Committee shall choose its
officers, comprised of a Chairperson, a Vice-Chairperson and a Secretary.
Article IV - POWERS
4.01 General Powers.
The Authority shall have the powers common to the Members and which are necessary
or convenient to the accomplishment of the purposes of this Agreement, subject to the
restrictions set forth in Section 4.04. As provided in the Act, the Authority shall be a
public entity separate from the Members.
4.02 Power to Issue Bonds.
The Authority shall have all of the powers provided in Articles 2 and 4 of Chapter 5,
Division 7, Title 1 of the California Government Code, including the power to issue
bonds thereunder.
4.03 Specific Powers.
The Authority is hereby authorized, in its own name, to perform all acts necessary for
the exercise of the foregoing powers, including but not limited to, any or all of the
following:
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(a) To make and enter into contracts, including but not limited to, agreements for
the purpose of acquiring real and/or personal property, equipment, employment
contracts and professional services agreements;
(b) To make and enter into contracts with subscribers who desire to utilize the
System for their primary radio communications and affiliates who desire to utilize the
System only for mutual or automatic aid,
(c) To acquire, construct, maintain, or operate telecommunications systems or
service and to provide the equipment necessary to deliver public services therefrom;
(d) To acquire, construct, manage, maintain or operate any building, works or
improvements;
(e) To acquire, hold, lease, or dispose of property;
(f) To employ or engage contractors, agents, or employees;
(g) To sue and be sued in its own name;
(h) To apply for, receive and utilize grants and loans from federal, state or local
governments or from any other available source in order to pursue the purposes of
the Authority;
(i) To issue bonds and to otherwise incur debts, liabilities and obligations, provided
that no such bond, debt, liability or obligation shall constitute a debt, liability or
obligation to the individual respective Members;
(j) To invest any money in the treasury, pursuant to the Act, which is not required
for the immediate necessities of the Authority, as the Authority determines is
advisable, in the same manner and upon the same conditions as local agencies,
pursuant to Section 53601 of the California Government Code; and
(k) To promulgate, adopt, and enforce any rules and regulations, as may be
necessary and proper to implement and effectuate the terms, provisions, and
purposes of this Agreement.
4.04 Limitation on Exercise of Powers.
All common powers exercised by the Board shall be exercised in a manner consistent
with, and subject to, the restrictions and limitations upon the exercise of such powers as
are applicable to the County of Los Angeles, as may be amended from time to time.
4.05 Obligations of Authority.
The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and
obligations of the Members. In addition, pursuant to the Act, no Director shall be
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personally liable on the bonds or subject to any personal liability or accountability by
reason of the issuance of bonds.
4.06 Additional Powers to be Exercised.
In addition to those powers common to each of the Members, the Authority shall have
those powers that may be conferred upon it by subsequently enacted legislation.
Article V - CONTRIBUTIONS; ACCOUNTS AND REPORTS; FUNDS
5.01 Adoption of Funding Plan.
It is a critical goal of the Authority to develop a Funding Plan that identifies funding
sources and mechanisms, including a development schedule and phasing plan, which
will permit the maximum feasible participation by Members. The Funding Plan shall be
descriptive as to the contributions required from Members.
Prior to committing resources for the construction of the System, a proposed Funding
Plan as designated in Section 2.05(b)(2) shall be developed.
In order for the Funding Plan to be considered by the Members prior to its adoption, the
Board shall distribute the proposed Funding Plan to Members pursuant to Section 7.01.
The proposed Funding Plan shall be accompanied by a description of the System, and
reports and studies to allow Members to determine the System capability, cost,
financing and the effects on individual Members. The Board shall also designate a
period, which shall be not less than 60 days, during which Members may provide
comments to the Board regarding the proposed Funding Plan.
After the comment period has expired, the Board may:
(a) Adopt the Funding plan as proposed;
(b) Revise the Funding Plan to address some or all of the Member comments; or
(c) Reconsider the Funding Plan at a later date.
Notice shall be given to Members pursuant to Section 7.01 within five days of adoption
of the Funding Plan. The notice shall include a copy of the adopted Funding Plan. The
Board shall also designate a period, which shall be not less than 35 days after the
Funding Plan is adopted, during which Members may submit written notice of immediate
withdrawal from the Authority. There will be no costs for any Member that withdraws
from the Authority within this time period.
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After the Funding Plan has been adopted, and until contracts are awarded to design
and/or construct the System, if the Funding Plan is revised in a manner which will
substantially increase the financial obligations of the Members, then any Member so
affected will have a further right to withdraw within a period designated by the Board,
which shall be not less than 45 days after the adoption of the Revised Funding Plan.
There will be no costs for any Member that withdraws from the Authority within this time
period, except for obligations incurred prior to the adoption of the Revised Funding Plan.
5.02 Contributions.
The Members may, in the appropriate circumstance, or when required hereunder:
(a) Make contributions from their treasuries for the purposes set forth herein;
(b) Make payments of public funds to defray the cost of such purposes;
(c) Make advances of public funds for such purposes, such advances to be repaid
as provided by written agreement; or
(d) Use its personnel, equipment or property in lieu of other contributions or
advances.
No Member shall be required to adopt any tax, assessment, fee or charge under any
circumstances.
5.03 Accounts and Reports.
The Treasurer shall establish and maintain such funds and accounts as may be
required by good accounting practice or by any provision of any trust agreement
entered into with respect to the proceeds of any bonds issued by the Authority. The
books and records of the Authority in the hands of the Treasurer shall be open to
inspection at all reasonable times by duly appointed representatives of the Members.
The Treasurer, within 180 days after the close of each fiscal year, shall give a complete
written report of all financial activities for such fiscal year to the Members.
5.04 Funds.
The Treasurer shall receive, have custody of and/or disburse Authority funds in
accordance with the laws applicable to public agencies and generally accepted
accounting practices, and shall make the disbursements required by this Agreement in
order to carry out any of the purposes of this Agreement.
5.05 Sharing of Frequencies.
Members holding Federal Communication Commission (FCC) licenses to frequencies
("Licensee(s)') shall authorize the Authority to share the use of such frequencies and/or
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radio stations. Such use shall be in accordance with the Code of Federal Regulations,
(47 CFR 90.179).
Any authorization for the use of such license shall be made pursuant to a written
agreement between the Member and Authority. Revoking such authorization requires
Member to provide twelve (12) months advance written notice to the Authority unless
otherwise identified in written agreement. Licenses shall remain primary to the Member
holding the license. Only the Member is allowed to make any modifications to its
license(s) on behalf of the Authority, and the Authority shall pay all associated fees.
5.06 Violations.
Payment of fines and penalties imposed for operational or equipment violations shall be
the responsibility of the entity committing the violation. If the entity responsible for a
violation is not the FCC Licensee, then the responsible entity shall pay forthwith any
fines imposed upon the Licensee, as specified in the bylaws.
5.07 System Components.
The System is comprised of components that include physical plant, infrastructure,
frequencies, user equipment, and dispatch center equipment ( the "System
Components") as described in this Section 5.07. Members shall retain ownership of
System Components that they contribute to construct or operate the System, unless
otherwise agreed to in writing. The Authority shall retain ownership of System
Components purchased by the Authority, unless otherwise agreed to in writing.
(a) Physical Plant: The Physical Plant includes the following: real estate, shelters,
environmental controls, antenna support structures, power systems, security
systems, and other site structures. The maintenance of the Physical Plant shall be
in accordance with the requirements specified by the Authority and is the
responsibility of the contributing Member, unless otherwise agreed to in writing.
(b) Infrastructure: Infrastructure includes the following: antenna systems, base
station repeaters, diagnostic and alarm systems, microwave systems, backhaul
systems, control equipment and all other related electronic equipment and software.
The Authority is responsible for the operation and maintenance of Infrastructure.
(c) Frequencies: Frequencies are radio channels that have been licensed by the
FCC in accordance with the Code of Federal Regulations. Licensees shall authorize
the Authority to share the use of such frequencies and/or radio stations subject to a
separate frequency sharing agreement.
(d) User Equipment: User Equipment includes the following: mobile radios,
portable radios, mobile data computers, radio data modems, control stations, and
other related equipment. All User Equipment shall meet or exceed the minimum
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acceptable standards established by the Authority. In the event that any User
Equipment is determined to be affecting the proper operation of the overall System
as identified by the Authority, such User Equipment shall be immediately removed
from service and shall not be returned to service until any deficiencies are resolved
to the satisfaction of the Authority. The Authority shall maintain a list of User
Equipment approved for operation on the System. Any changes to the User
Equipment list shall be approved by the Authority. Such approval shall not be
unreasonably withheld.
(e) Dispatch Center Equipment: Dispatch Center Equipment includes the
following: dispatch consoles, logging recorders, system interfaces, and other
ancillary equipment. The Authority shall maintain a list of Dispatch Center
Equipment approved for operation on the System. Any changes to the Dispatch
Center Equipment list shall be approved by the Authority. Such approval shall not
be unreasonably withheld.
5.08 Adverse Impacts on System.
No Member, subscriber or affiliate shall take any action that adversely impacts the
System. If the System is impacted by actions of a Member, subscriber or affiliate, the
offending party shall take immediate action to return the System to its full operating
state. The Authority, or its designee as set forth in the bylaws, shall make the sole
determination of whether Member, subscriber or affiliate equipment or operations
adversely impact the System.
Article VI - WITHDRAWAL AND TERMINATION
6.01 Withdrawal by Members.
After a Funding Plan is adopted, Members may withdraw from the Authority by giving
notice as follows:
(a) Members who do not provide Infrastructure, Frequencies or Physical Plant to
System shall provide to the Chairperson ninety (90) days advanced written notice of
its intent to withdraw from the Authority;
(b) Members who provide Infrastructure, Frequencies or Physical Plant to System
shall provide to the Chairperson twelve (12) months advanced written notice of its
intent to withdraw from the Authority.
6.02 Financial Liabilities of Withdrawing Members.
Except as otherwise provided in Section 5.01:
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(a) A withdrawing Member shall remain liable for all financial liabilities incurred
during its membership in the Authority; however, the Member shall not be liable for
any new financial liabilities incurred after submitting written notice to withdraw.
(b) The withdrawing Member must continue to pay its share of operating costs
during the ninety day or twelve month period, as applicable, after submitting its
written notice of the intent to withdraw.
(c) The Authority and the withdrawing Member may negotiate a buy-out agreement
for early termination of membership to retire any ongoing financial obligations the
Member shares with the Authority.
(d) If a withdrawing Member holds a seat on the Board, that Member's participation
on the Board shall immediately cease when the written notice to withdraw is
submitted.
6.03 Retention of Assets by Withdrawing Members.
Each Member shall hold its licenses and retain sole ownership of its licenses, including
those authorized for use by the Member to the Authority. The licenses and any System
Components provided by a Member to the Authority shall remain the sole asset of that
Member unless otherwise negotiated. If requested by the Authority, the withdrawing
Member shall consider options for the Authority's continued use of Member assets.
Acceptance of any option is at the sole discretion of the withdrawing Member. In
addition, the use by the Authority of the withdrawing Member's System Components
shall be terminated upon the effective date of withdrawal (twelve months from initial
notice), and such System Components shall remain the sole asset of the withdrawing
Member, unless otherwise agreed. Such withdrawing Member shall have no interest or
claim in any remaining assets of the Authority, the Board, or of any of the remaining
Members.
6.04 Termination of Authority and Disposition of Authority Assets.
Upon termination of this Agreement and dissolution of the Authority by all Members, and
after payment of all obligations of the Authority, the Board:
(a) May sell or liquidate Authority property; and
(b) Shall distribute assets, including real or personal property, in proportion to the
contributions made by Members.
Any System Components provided by a Member to the Authority shall remain the asset
of that Member and shall not be subject to distribution under this section.
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Article VII - MISCELLANEOUS PROVISIONS
7.01 Notices.
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Any notice required or permitted to be made hereunder shall be in writing and shall be
delivered in the manner prescribed herein at the principal place of business of each
party. The parties may give notice by:
(a) Personal delivery;
(b) E-mail;
(c) U.S. Mail, first class postage prepaid;
(d) "Certified" U.S. mail, postage prepaid, return receipt requested;
(e) Facsimile; or
(f) Any other method deemed appropriate by the Board.
At any time, by providing written notice to the other parties to this Agreement, any party
may change the place, facsimile number or e-mail for giving notice. All written notices
or correspondence sent in the described manner will be deemed given to a party on
whichever date occurs earliest:
(a) The date of personal delivery;
(b) The third business day following deposit in the U.S. mail, when sent by "first
class" mail;
(c) The date on which the party or its agent either signed the return receipt or
refused to accept delivery, as noted on the return receipt or other U.S. Postal
Service form, when sent by "certified" mail; or
(d) The date of transmission, when sent by e-mail or facsimile.
7.02 Amendment; Addition of Members.
(a) In addition to the original signatories to this Agreement, other public agencies
may join the Authority as a Member, subject to the provisions of Section 1.03. The
addition of any Member shall become effective upon:
(1) The execution on behalf of such entity of a counterpart of this Agreement
and the delivery of such executed counterpart to the Board; and
(2) The adoption of a resolution of the Board admitting that agency to the
Authority.
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(b) This Agreement may only be amended by two-thirds of the Members, which
must include the affirmative votes of the City of Los Angeles and the County of Los
Angeles, evidenced by the execution of a written amendment to this Agreement.
However, this Agreement shall not be amended, modified or otherwise revised,
changed or rescinded, if such action would:
(1) Materially and adversely affect either the rating of bonds issued by the
Authority, or bondholders holding such bonds; or
(2) Limit or reduce the obligations of the Members to make, in the
aggregate, payments which are for the benefit of the owners of the bonds.
7.03 Fiscal Year.
The Authority's 12-month fiscal year shall be specified in the Authority's bylaws.
7.04 Consents and Approvals.
Any consents or approvals required under this Agreement shall not be unreasonably
withheld.
7.05 Amendments to Act.
The provisions of the Act, as it may be amended from time to time, which are required
to be included in this Agreement, are hereby incorporated into this Agreement by
reference.
7.06 Enforcement of Authority.
The Authority is hereby authorized to take any or all legal or equitable actions, including
but not limited to injunction and specific performance, necessary or permitted by law to
enforce this Agreement.
7.07 Severability.
If any one or more of the terms, provisions, promises, covenants, or conditions of this
Agreement were, to any extent, adjudged invalid, unenforceable, void, or voidable for
any reason whatsoever by a court of competent jurisdiction, each and all of the
remaining terms, provisions, promises, covenants, and conditions of this Agreement
shall not be affected thereby and shall be valid and enforceable to the fullest extent
permitted by law.
7.08 Successors.
This Agreement shall be binding upon and shall inure to the benefit of the successors of
each Member.
7.09 Assignment.
No Member shall assign any rights or obligations under this Agreement without the prior
written consent of the Board.
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7.10 Governing Law.
This Agreement is made and to be performed in the County of Los Angeles, State of
California, and as such California substantive and procedural law shall apply.
7.11 Headings.
The section headings herein are for convenience only and are not to be construed as
modifying or governing the language of this Agreement.
7.12 Counterparts.
This Agreement may be executed in counterparts.
7.13 No Third Party Beneficiaries.
This Agreement and the obligations hereunder are not intended to benefit any party
other than the Authority and its Members, except as expressly provided otherwise
herein. No entity that is not a signatory to this Agreement shall have any rights or
causes of action against any party to this Agreement as a result of that party's
performance or non-performance under this Agreement, except as expressly provided
otherwise herein.
7.14 Filing of Notice of Agreement.
Within 30 days after the Effective Date, or amendment thereto, the Secretary shall
cause to be filed with the Secretary of State the notice of Agreement required by the
Act.
7.15 Conflict of Interest Code.
The Board shall adopt a conflict of interest code as required by law.
7.16 Indemnification.
The Authority shall defend, indemnify and hold harmless each Member (and each
Member's officers, agents, and employees) from any and all liability, including but not
limited to claims, losses, suits, injuries, damages, costs and expenses (including
attorney's fees), arising from or as a result of any acts, errors or omissions of the
Authority or its officers, agents or employees.
7.17 Dispute Resolution/Legal Proceedings.
Disputes regarding the interpretation or application of any provision of this Agreement
shall, to the extent reasonably feasible, be resolved through good faith negotiations
between the Members and/or the Authority.
IN WITNESS WHEREOF, each Member has caused this Agreement to be executed
and attested by its proper officers thereunto duly authorized, its official seals to be
hereto affixed, as follows:
LA-RIGS JPA 2008-06-05.doc Page 19
a, I LA RIGS
Exhibit A - Members
Joint Powers Agreement
The following entities are Members of the Los Angeles Regional Interoperable
Communications System Authority:
1. City of Los Angeles
2. Los Angeles County
3.
4. Et al.
LA-RICS JPA 2008-06-05.doc