COOPERATIVE AGREEMENT EETWEEN THE CITIES OF BREA AND
FULTERTON FOR CONSOLIDATION OF FIRE DEPARTMENT COMMAND STAFF THIS AGREEMENT is made and entered into this 1st day of January, 2020, by and between the CIW OF BREA, a municipal corporation, hereinafter referred to as "Brea," and the CITY OF FULLERTON, a municipal corporation, hereinafter referred to as 'Fullerton". Brea and Fullerton may be referred to in this Agreement lndividually as "city" or "Party" and jointly as'cities" or'Parties." The City Manager of Breaandthe City Manager of Fullerton may be referred to in this Agreement jointly as "City Managers." TheCityCouncil of Brea and the City Council of Fullerton shall be referred to in this Agreement jointly as 'City Councils.'
WITNESSETH:
WHEREAS, Brea and Fullerton each maintain their own all-risk municipal fire departments, and
wHEREAS, Brea and Fullerton are engaged in a cooperative agreement operating a joint fire department command structure in a single consolidated administrative unit in order to take advantage of fiscal and operational efficiencies, while maintaining the service level expectations for both communities, and
WHEREAS, Brea and Fullerton wish to maintain the consolidated command staff structure on a long term basis while continuing to pursue a full consolidation offire command staff into one regional fire command under the jurisdictlon of the North Orange County Cities Joint Powers Authority, hereinafter referred to as "NOCC JPA", and wHEREAS, Brea and Fullerton recognize and acknowledge that to obtain the greatest efficiencies possible from a regional or consolidated fire department, current fire service personnel should be full partners in the development of best practices for the newly constituted agency or NOCC JPA.
Brea and Fullerton Fire Command Consolidation Agreement Page 1 NOW, THEREFORE, Brea and Fullerton agree as follows:
A. TERM
1. Agreement Term. This Agreement shall be effective commencing on January 1, 2020 and shall expire on June 30,2024 unless extended or sooner terminated as provided herein.
2, Termination for Convenience. Either Party may terminate this Agreement by providing not less than six (6) months prior written notice of its intent to terminate. This Agreement may be terminated at any time upon mutual agreement of the Parties.
3, Termination for Cause, Either city may terminate this Agreement for cause upon personal service of a written Notice to Cure Default, therein specifying the acts or omission constituting the alleged default, and demanding that the default be cured within ten (10) days. lf the default remains uncured, termination shall be effective at the end ofthe default cure period.
Termination for cause shall include any of the following:
a) Failure by either city to meet any of its obligations provided for in this Agreement following receipt of a Notice to Cure Default, or b) Any act of gross negligence committed by a respective city employee, official or agent during the course of delivering service under the terms of this Agreement,
4. Temporary Suspension. An unforeseeable financial shortfall occurring to either Party that prevents its full compliance with this Agreement shall be deemed to be a Force lvlajeure event, as defined in this Agreement. Should such an event occur, the City Managers shall promptly meet and confer during which time, both Parties shall be temporarily excused from having to pay divided costs as required by this Agreement provided, however, that any required payment shall be deferred, not excused, for the affected period of Brea and Fullerton Fire Command Consolidation Agreement Page 2 time. lf such period shall extend beyond thirty (30) days, or such other period as agreed upon in writing, then either Party may terminate this Agreement, provided, however, any and all amounts due and payable by either Party at the time of termination shall either be paid, or shall become a debt on a written contract owed to the other,
5, Extension ofthe A8reement. Following the completion of the contractual term, this Agreement may be extended for up to six months on a month-to- month basis with the approval of the City Managers. Either Party may terminate the month-to-month status by providing 30 days prior written notice of its intent to terminate, or by entering into another contractual term,
B. CONSOLIDATED COMMAND AND SUPPORT POSITIONS
The Parlies agree that the consolidated staffing structure will be comprised of (8) command positions and (2) support positions, and the associated classifications as specified in the table below, subject to the terms, and conditions contained in this Agreement:
COMMAND STAFF
Number of Positions Classifications
1 Fire Chief
'I Deputy Chief - Operations
Division Chief - Administration/Fire [/]arshal*
1 Division Chief - Support Services
1 Division Chief - Training
3 Fire Battalion Chief
-Fire Marshal position may be assigned at the Deputy Chief or Division Chief level depending on need or operational necessity.
SUPPORT STAFF
Number of Positions Classifications
1 Emergency Medical Services (EMS) Manager
Various - equivalent to 1 FTE Utility Drivers
Brea and Fullerton Fire Command consolidation Agreement Page 3 1 Changes to position titles, classifications, scope of duties, number of agreed positions, or addition of positions to the consolidated command staff shall be subject to mutual written agreement of Parties and approval of the City Councils.
C. EMPTOYMENT STATUS OF EMPLOYEES IN CONSOTIDATED COMMAND POSITIONS Any of the eight command positions in the consolidated structure may be filled by either a City of Brea employee or a Clty of Fullerton employee. For any vacancies occurring during the term of this Agreement, the City Managers willjointly determine the selection process, including the determination of whether any recruitment is conducted in-house (Fullerton and Brea), or by an open recruitment.
The respective Fire Department employees of each city who meet the minimum qualifications for the position(s) to be filled shall be eligible to compete for such positions on an equal basis. The Fire Chief shall have discretion to make appointments to vacant subordinate consolidated command staff positions from those qualified through the agreed selection process, subject to approval by the City IVlanagers.
Nothing in this Agreement shall alter the employment status of those employees serving in the consolidated command structure, in that employees of Brea shall remain solely employed by Brea, and employees of Fullerton shall remain solely employed by Fullerton, and neither shall be deemed employees of the other city.
D. GOVERNANCE
The City Councils shall retain all policy-making authority for their respective cities, including approval of the annual budget for their fire departments and agreements with their employee associations,
2, The Fire Chief shall report to the City Nlanagers, who shall communicate with each other and meet, as necessary, to provide direction, supervision and evaluation of the Fire Chief.
3. The Fire Chief and consolidated command staff shall provide direction and supervision for the Brea and Fullerton Fire Departments.
Brea and Fullerton Fire Command Consolldation Agreement Page 4
4. The consolidated command positions described in this Agreement shall provide direction and supervision of sworn and non-sworn staff in their particular area of responsibility for both the Brea and Fullerton Fire Departments.
5. The Fire Chiefshall have responsibility for evaluating performance of all employees in subordinate consolidated positions under this Agreement subject to the rules of each employing city. Evaluation of City of Brea employees shall be done in consultation with the Brea Clty Manager.
Evaluation of City of Fullerton employees shall be done in consultation with the Fullerton City Manager.
E. POTICIES AND PROCEDURES
'l . Both Fire Departments shall retain their own personnel and operational policies and procedures contained in their respective Department policy manuals, Memorandums of Understandlng (M0Us), and city personnel rules.
Cities will continue to work toward the consolidation of their policies and procedures, where feasible.
2. Each Fire department shall retain sole discretion over thelr station and company configurations and employment strategies. The Fire Chief may ' recommend operational modifications to each city. However, each city reserves the right to make its own future budget and deployment decisions during the term of this Agreement, including but not limited to the use of apprentice firefighters, redeployment of personnel, and the use or non-use of overtime to achieve savings.
3, The Parties shall continue to participate in the Metro Cities Fire Authority for Fire dispatch services, Each Party shall bear its own costs for service.
4. The Parties shall continue to participate in the Orange County City Hazardous Ivlaterials Emergency Response Authority (OCCHMERA) for hazardous Brea and Fullerton Fire Command Consolidation Agreement Page 5 material response. Each Party shall bear its own costs for subscription to this service.
5. The Fire Chief and all consolidated command staff shall become familiar with and comply with all pollcies and procedures for both city flre departments,
6. The Fire Chief and other consolidated command staff shall wear the patch that contains the names of both fire departments as part of its design. Any changes to the design of the patch during the term of this Agreement shall be subject to approval of the City Managers.
7. The final authority and responsibility fordiscipline of respective employees engaged in the consolidated services, including Command Staff, and other employee relations matters incident to the performance of such services, shall remaln with the employing city.
8. Any and all property acquired under and pursuant to this Agreement by either city, whether by government grant funds or otherwise, shall be and at all times remain the property of that city without any division or distribution thereof upon termination of this Agreement, except as otherwise agreed upon in writlng.
9, The Fire Chiefand allother consolidated command staffshall establish and maintain office hours in both cities to maintain an adequate presence and connection to both fire departments and cities, as well as to maintain proper communication with and supervision of each city's sworn and non-sworn staff.
10. The Fire Chief shall attend the City Council meetings of both Cities on a schedule agreed upon by the City Managers. A Chief Officer shall attend City Council meetings in lieu of the Fire Chief when the Fire Chief is attending a City Council meeting of the other city or is otherwise unavailable.
Brea and Fullerton Fire Command Consolldatlon Agreement Page 6 1 1 . The Fire Chief shall attend and participate in the weekly staff meetings, and other management staff functions of both cities, ln the event of meeting conflicts, the Fire Chief will rotate his attendance between cities on a schedule agreed between the City Managers and shall assign a Chief Officer to attend any meetings he is not attending.
F, SALARIES AND BENEFITS
1 . Wages, hours and other terms and conditions of employment for the Fire Chief shall be set forth in an employment agreement or letter of employment approved by the City Managers.
2. Wages, hours and other terms and conditions of employment for shared positions other than the Fire Chief are set forth in the Memorandums of Understanding (MOUs) between each city and the applicable employee associations. Changes to such MOUs during the term of this Agreement shall be handled in accordance with Section (G) (4) below.
G. DETERMTNATTON AND DIVISION OF COSTS OF SERVTCES / MATNTENANCE OF CITY
INDEPENDENT AUTHORITY
The Parties shall divide the costs of services for consolidated staffing structure as agreed herein. Each city shall pay and provide beneflts to its own employees in the consolidated command positions and other positions specified in this Section through its normal payroll and benefits delivery systems. ln addition, each city shall make expenditures for other divided costs referenced herein through its normal operational or procurement procedures. Thereafter, reimbursement of divided costs referenced herein shall be invoiced in accordance with Section (G) (9) below.
1. command and Support staff Compensation. ln accordance with the provisions of this Section, the Parties shall divide the compensation and benefits for employees in consolidated command positions, utility drivers, or the EMS l\ilanager, Shared compensation costs subject to division between Brea and Fullerton Fire command Consolidation Agreement Page 7 the Parties shall include the following parameters as determined by the applicable MOUs in effect as of January 1 ,2020:
a. Salary and any increment pay or uniform allowance.
b. City contributions for CaIPERS retirement or FICA Replacement Plan. c. City contributions for medical insurance, dental insurance, vision insurance, longterm disability insurance, life insurance, wellness reimbursement and employee assistance program premiums. d. Conversion ofcompensatory time and holiday leave to cash for those hours earned by employees during the term of this Agreement. e. Conversion of accrued vacation and sick leave to cash or contribution to a retirement health savings plan (RHSP) for leave accrued during the term of this Agreement.
f. Payments made to employees to reimburse education or tuition expenses during the term of this Agreement,
2. Brea Compensation Parameters. Compensation for Brea employees subject to division under Section (G) (1) of this Agreement shall not exceed the compensation parameters set forth in the ratified N4OU between the City of Brea and the applicable employee associations, adopted by the City of Brea City Council as ofJanuary 1, 2020, unless and until an amendment to this Agreement is approved by the City Councils incorporating a change in compensation or benefits,
3. Fullerton Compensation Parameters. Compensation for Fullerton employees subject to division under Section (G) (1) of this Agreement shall not exceed the compensation parameters set forth in the ratified employment agreement between the City of Fullerton and the applicable employee associations, adopted by the City of Fullerton City Council as of January 1, 2020, unless and until an amendment to this Agreement is Brea and Fullerton Fire Command Consolidation Agreement Page 8 approved by the City Councils incorporating a change ln compensation or benefits.
4. City lndependent Authority, Nothing in this Agreement shall prevent either city from reaching separate agreements on wages, hours and working conditions with the employee associations representing the command staff employees in its employ. lncreases that are beyond the control ofthe Parties shall be shared (i.e. independently set PERS rates). Negotiated increases to compensation and benefits that occur during the term of this Agreement will not be subject to cost sharing unless agreed upon by both Parties. Shared compensation and benefit amounts as ofJanuary 1, 2020 shall remain constant through the duration of the contract unless an amendment to this Agreement is approved by the Parties. The Parties may agree to lncorporate City Council approved increases to compensation or benefits. lf no amendment is made to this Agreement, then any such increases shall be the sole responsibility of the Party reaching agreement with their respective employee associations.
5. other costs. The following costs for employees in consolidated command positions, utility drivers, or the EMS Manager shall be divided pursuant to the corresponding Percent Shares as specified in Section (G)(6) below or as otherwise specified hereln:
a. Recruitment and testing costs,
b. Fire related training costs.
c. Vehicle maintenance, insurance and operating costs.
d. Maintenance, operation, and replacement costs for radios, cell phones, iPads and other similar equipment.
Brea and Fullerton Fire Command Consolidation Agreement Page 9 e. The costs for fire command staff to attend and coordinate fire services for special events occurring within the jurisdiction of each City,
f, Replacement cost funding for each of the 10 vehicles (8 vehicles deployed in operation and 2 reserve vehicles) utilized by employees in the consolidated command structure shall be calculated using a formula agreed to by the City Managers.
g. The cost of office supplies shall be the individual responsibility ofeach City in order to maintain a functional office space.
6. Percent Shares. The Parties agree to divide employment or contracting costs as provided in this Agreement related to the following classifications, assignments or functions by the Percent Shares specified in the following table:
Classif ication/Assignment/Function
Brea
Percent
Share
Fullerton
Percent
Share
Fire Chief 50Vo 50%
Division Chief / Fire lvlarshal* 50Yo 50%
Deputy Chief / 0perations 50% 50Yo
Division Chief / Training 507o 50lo
Battalion Chief 59lo
ElvlS ltrlanager 41/o 597o
Utility Driver 59?o
"Fire /arshal position may be assigned at the Deputy Chief or Division Chief level depending on need or operational necessity.
Changes to the Percent Shares shall require approval by the City Councils.
7. Unfunded Liability Analysis. An independent review of the impact of this Agreement on the long term liabilities of the cities related to CaIPERS and Unfunded Liability has been completed. The analysis revealed that the costs of employment have been shared appropriately resulting in an equitable Brea and Fullerton Fire Command Consolidation Agreement Page 10 41Yo
41Yo
distribution of long term liabilities. The most recently completed analysis indicates that this cooperative Agreement requires no additional provisions regarding Unfunded Liability or Post-Employment Benefits. The Parties agree to a recurring independent analysis every three years to determine if these costs remain balanced among the participating agencies. The cost of this analysis is to be shared equally by both cities. At the conclusion of the analysis, the Parties shall mutually agree to amendments to this Agreement where appropriate to address the findings.
8. Expanded Scope of Shared Costs. The Parties agree that during the term of this Agreement, they shall study the feasibility of expanding the scope of shared costs to components of Fire service delivery that are not currently included herein, Such components may include the purchase and maintenance of Fire service vehicles and equipment, and the addition of staffing including Fire Prevention personnel, Emergency Preparedness Analyst, Public lnformatlon officer and administrative support. Such costs shall only be included upon written amendment of this Agreement approved by the City Councils.
9. service Reimbursements. lf any divided cost of services is reimbursed from another source, such reimbursement shall be divided between Fullerton and Brea based on the agreed Percent Shares as set forth in Section (G)(6) above.
10. lnvoicing of Divided Costs. Within 30 calendar days of March 31't, June 30th, September 30th and December 31st of each year this Agreement is in effect, each city shall itemize lts share costs as defined herein and shall provide to the other city such itemization and invoice for the appropriate share of the divided costs of services. Each city shall issue payment ofthe invoiced amount within fifteen (15) calendar days of receipt of the invoice.
11. Audit of Divided costs. Either city may request a comprehensive year-end audit process that would serve to verify the validity of all billings for services Brea and Fullerton Fire Command Consolidation Agreement Page 11 to be shared by the cities. The cost for the audit shall be shared equally by Brea and Fullerton,
12. Expanded Participation. The Parties agree that further consideration will be given to the inclusion of additional cities into the command staff consolidation to explore savings opportunities, efficiencies through economies ofscale and shared resources. Changes to the shared command staff and the terms of this Agreement will be subject to approval of the city councils of each participating entity.
13. Fire Services Working Committee. A Consolidated Fire Services Working Committee shall be established to develop a plan and timeline to formally move the command structure to the jurisdiction of the NOCC JPA, The Committee shall be comprised of two City Council members appointed by each City Council. ln addition, the City Managers, the Fire Chief, and others shall participate as deemed appropriate by the City Managers.
H. IIABILITY AND INSURANCE PROVISIONS
1. Workers Compensation. Each city shall obtain and maintain workers compensation coverage for all of its employees who may provide any services to the other city for the duration of this Agreement, Such coverage shall encompass the entire scope of duties of each employee to be performed hereunder, including shared services to be performed by any employee, as required by this Agreement. lt is the intent of the Parties that both cities be considered to have secured worker's compensation coverage pursuant to Labor Code Section 3602(d). Each city may self-insure to these limits of coverage. Notwithstanding the provisions of subsection (5) (lt/utual lndemnification) below, each city shall indemnify, defend, and hold harmless the other city regarding any claims or lawsults by the first city's employees for injuries arising from the performance of services under this Agreement.
Brea and Fullerton Fire Command Consolldation Agreement Page 12
2. Facilities and Equipment. Each city shall obtain and maintain insurance coverage to replace or repair its own fire department facilities and equipment. Such insurance coverage shall be maintained in accordance with each City's own policies and procedures, and each city shall not be responsible for any property loss of the other city. Each city may self-insure to satisfy the requirements of this subsection,
3, Automobile and General Liability. At all times during the term of this Agreement, or any extension thereof, each city shall maintain automobile liability coverage and comprehensive general liability insurance, including employment practices coverage, in a mutually acceptable form, covering all services provided pursuant to this Agreement, with applicable single limits of at least $20,000,000 per occurrence; such policy(ices) shall name the other city, its elected officials, officers, employees and volunteers as additional insureds.
4. Evidence of Coverage. Upon request, each cityshall provide the otherwith evidence of coverage to fulfill its insurance obligations under this Agreement, and shall promptly notify each other of any change of coverage, terms, limits or providers. Each city waives the right of subrogation against the other.
Each city may self-insure to satisfy the requirements of this subsection.
5. Mutual lndemnification. To the maximum extent permitted by law, Brea shall defend, indemnify, and hold harmless Fullerton, its elected officials, officers, employees, and volunteers, with respect to any and all losses, liabilities, damages, including property damages and damages for bodily injury or death, costs and expenses, and payment of reasonable attorneys' and experts' fees and costs, actually or allegedly arising out of the acts or omissions of Brea or those of any of its elected officials, officers, employees, or volunteers, in the performance of this Agreement. However, if an act or omission is actually or allegedly attributable to a Brea employee in a consolidated command position in the course of performing services for the Brea and Fullerton Fire Command Consolldation Agreement Page 13 Fullerton Fire Department, then Fullerton shall have the duty to defend, indemnify, and hold harmless Brea, and its elected officials, officers, employees, and volunteers. A Brea employee in a consolidated command position shall be deemed to have been in the course of performing services for the Fullerton Fire Department if, absent this Agreement, those services would have been performed by Fullerton Fire Department command staff, To the maximum extent permitted by law, Fullerton shall defend, indemnify, and hold harmless Brea, its elected officials, officers, employees, and volunteers, with respect to any and all losses, liabilities, damages, including property damages and damages for bodily injury or death, costs and expenses, and payment of reasonable attorneys' and experts' fees and costs, actually or allegedly arising out of the acts or omissions of Fullerton or those of any of its elected officials, officers, employees, or volunteers, in the performance of this Agreement. However, if an act or omission is actually or allegedly attributable to a Fullerton employee in a consolidated command position in the course of performing services for the Brea Fire Department, then Brea shall have the duty to defend, indemnify, and hold harmless Fullerton, and its elected officials, officers, employees, and volunteers. A Fullerton employee in a consolidated command position shall be deemed to have been in the course of performing services for the Brea Fire Department if, absent this Agreement, those services would have been performed by Brea Fire Department command slaff.
ln the event either Party is required by this subsection to provide a defense, then the Party to whom a defense is being provided shall be represented by legal counsel of its choice,
6, Claim Notification. Each city shall promptly notify the other of any and all claims or actions for which it seeks indemnification, defense and/or liability insurance coverage pursuant to this Agreement, The provision of subsection (H) (5), above, shall survive the termination or expiration of this Agreement.
Brea and Fullerton Fire Command Consolidation Agreement Page 14
I, DISPUTE RESOTUTION
Any disputes concerning the interpretation or application of this Agreement and claim arising out of this Agreement shall be resolved as follows:
1. Administrative Remedies. Disputes regarding the interpretation or application of this Agreement shall first be submitted to the City Manager of each city for investigation and resolution. The City Managers will make a good faith and reasonable effort to reach an agreeable resolution. Any disputes that cannot be resolved in that manner shall be submitted to non- binding arbitration as set forth below.
2. Formal Remedies. ln the event the administrative remedy does not resolve the dispute, the injured Party may, but is not required to as a condition of pursuing any legal remedies, serve a demand for arbitration on the Party claimed to be in default ('Defaulting Party'). The Parties will continue to perform obligations under this Agreement so long as the Defaulting Party diligently commences to cure the alleged default, ln the event there is imminent danger to the public health, safety or general welfare resulting from the default, the Defaulting Party shall take immediate action to cure the immediate threat.
Within five (5) buslness days of receipt of the demand, and providing the default remains uncured, the matter shall be submitted to non-binding arbitration. The cities shall make reasonable efforts to jointly select an arbitrator using any reasonable method including selectlon by chance, The arbitration shall be conducted in accordance with the California Arbitration Act (Code of Civil Procedure section 1 280 et seq.) The arbitrator shall render a decision with written findlngs. The costs of arbitration (excluding each City's own costs) shall be borne by the Parties equally, Either Party that is not satisfied with the arbitrator's decision shall be entitled to pursue all remedles available in a court of law or equity.
Brea and Fullerton Fire Command Consolidation Aqreement Page I5 J. REPRESENTATIVE'SAUTHORITY; NOTICES
'I . Each Party's representative for purposes of administration of this Agreement, including provisions of consent or approval where permitted or required, shall be each city's City Manager and/or designee thereof. The Parties recognize that to maximize the effectiveness of this program, it may, from time to time, be necessary to amend the operational speclfics set forth herein, or any other provision of this Agreement for the benefit of the Parties. The provisions of this Agreement affecting operational matters may be amended in writing and executed on behalf of both Parties by each of their City Managers. However, nothing in this Agreement shall authorize either City Manager to agree to any modification of this Agreement that would result in a change to public policy or fiscal matters, such as the Percent Shares as set forth in Section (GX6), without both Citles' Councils' approval.
2. Any notice required or permitted to be given or served pursuant to thls Agreement, shall be effected by personally delivery of the same, as follows:
To Brea: To Fullerton:
City of Brea Clty of Fullerton
1 Clvic Center Circle 303 W Commonwealth Avenue
Brea, California 92821 Fullerton CA 92832
Attention: City Manager Attention: City Manager
Service of the notice shall be effective immediately upon delivery during normal business hours. The foregoing addresses for notice may be modified by either Party giving written notice of such modiflcation to the other Party calling specific attention to this Agreement.
K. lndependentContractor
No officer or employee of either city shall for any purpose be deemed to be an employer or employee of the other, and no officer or employee of either city shall be entitled to participate in any insurance, medical care, vacation, sick leave or other Brea and Fullerton Fire Command consolidation Agreement Page 16 benefits provided to the other city's officers or employees. No officer or employee of either city shall have any power to incur any debt, obligation, or liability on behalf of the other city or otherwise act on behalf of the other city as an agent, except to the extent expressly provided herein. No officer or employee of either city shall, at any time, or in any manner, represenl that he or she is in any manner an agent or employee of the other city, except to the extent expressly provided herein.
L. General Provisions
1. No Waiver, No delay or omission in exercising any right or remedy pursuant to this Agreement shall impair such right or remedy or be construed as a waiver thereof. All rights and remedies pursuant to this Agreement shall be cumulative, except with respect to any right or remedy expressly stated to be exclusive.
2. Compliance with All Laws. Both Parties shall comply with all applicable local ordinances, and state and Federal statutes, laws and regulations, includlng, but not limited to, laws governing conflicts, at all times during their performance of this Agreement.
3. No Third Party Beneficiary. lt is the Parties' intent that nothing in this Agreement shall create any third party beneficiary rights.
4. Force Majeure. Neither Party shall be considered to be in default in the performance of any material obligation under this Agreement when a failure of performance shall be due to a Force lt/ajeure event. A Force Majeure event shall mean any cause beyond the reasonable control of the affected Party and which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which it has been unable to overcome, Neither Party shall be relieved of itsobligation to perform if such failure is due to causes arising out of its own negligence or due to matters under its control with it fails to remedy within a reasonable time period.
Either Party rendered unable lo fulfill any of its obligations under this Brea and Fullerton Fire command Consolidation Agreement Page 17 Agreement by reason of a Force l\/ajeure event shall give prompt written notice of such fact to the other Party. During such period, both Parties shall cooperate to ensure that critical services are maintained, while the affected Party shall diligently work to restore its services required by this Agreement.
5. Severability. ln the event that any clause or provision of this Agreement or any part thereof becomes or shall be declared by a court of competent jurisdiction invalid, illegal, void, or unenforceable, this Agreement shall continue in full force and effect without said provisions, provided that no such severability shall be effective if it materially changes the benefits or obligations of either Party hereunder,
6. lntegrated Atreement. This Agreement, which includes the recitals and all exhibits and attachments, constitutes the entire understanding of the Parties with respect to the subject matter herein. No representation, express or implied, that is not set forth herein, shall be binding or have any force or effect.
7, Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be original, and all of which together shall constitute one and the same Agreement. A signature delivered by facsimile shall be deemed to be an original signature and shall be effective upon receipt thereof by the other Party.
Brea and Fullerton tire Command Consolidation Agreement Page 18 A
lN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates set forth below.
CITY OF FULI.ERTON CITY OF BREA
By By'
Mayor, City of ullerton Mayor, City of B
Dated: z/c1l7oz-o Dated: 4
ATTEST
City Clerk, City of Fullerton City Clerk, City of Brea
APPROVE RM: APPROVED AS TO FORM
City ity of Fullerton City Attorney, City of Brea
Brea and fullerton Flre Command Consolidation Agreement Page 19 172_
lndependent Cities Risk Managercnt A.rthority
18201 Von Karnan Ave., Suite 200, lrvine, CA 92612
949.349.9882
Liability Certificate of Coverage
Additional Co\,ered Party
Certifi cate Number 201 9-01 42
Cartlflcate l,blder: City of Brea
1 Civic Center Circle
Brea, CA 92821
Covered Party: OtY of Fullerton
Description of As respects to the Cooperative AgreefiEnt betw een the cities of Fullerton and Brea for the consolidation of Fire Cove red Activity: Depaltr€nt CorrrEnd Staff. Term is January 1, 2020 through June 30,2024. The City of Brea, its Eected Officials, Officers, erployees and volunteers are included as Additional Covered Parties w ilh regard to any negligent acts or onissions of the City of Fullerton, its enployees, and its elected or appointed officials.
Memorandum of
Coverage ttum ber: ICR[ilA GL 2019
Limits: $20,000,000 (per occurrence)
Self Jnsured tutention: .$8,000,000
E fective Date: 7/1/19 E(piration DElei 7l1l2O
TheFollowing General and autorDbile liability as defined in the rErprandum of coverage on f ile w iththe covered party Coverage is in nanEd above. Sexual nisconduct not specifically excluded for the city. effe ct:
This is to certify that the coverage listed above has been issued to the Covered l%rty nafiEd above for the coverage period indicated, notw ithstanding any requirernent, term, or condition of any contract or other docurEnt with respect to whichthis certificate rnay be issued or rnay pertain. The coverage affordedas described herein is subject to all the terns, exclusions, and conditions of the Liabil y l\,ilenDrandum of Coverage of the ICRNA, w hich is avaiiable for your review upon request.
Rrrsuant to the definition of Covered Party in the Liability [ibfiDrandum of Coverage, the certificate holder narEd above is an additional covered party forcovered clairE arising out ofthe covered activity stated above and as subject to the lirits stated above. *Such lirrits are inclusive of the city's SIR Coverage is in effectfrom'12:01 a.m Pacific Standard llrne ofeffectivedate to 12.01 a.m. l%cific Standard llrrE of expiration date as stated above and willnot be canceled, linited, or allowed to expire except upon 30-day notice to the certificate holder.
Oate lssued: 121112019
Renewal: YES
Authorized Representative Signature:
Representative Signalure :
ACORi}
2125t2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLOER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTENO OR ALTER THE COVERAGE AFFORDED BY THE POLICIES AELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: lf the certificale holder is an ADDITIONAL INSUREO, the policy(ies) must have AOOITIONAL INSURED provisiohs or be ehdorsed. lf SUBROGATION lS WAIVED, subject to the terms and conditions ol the policy, certain policles may rcqulre an endorsement. A slatement on this cerlificate does not confer righls lo the certiticate holder in lieu ot such endoGement(s).
Arthur J. Gallagher & Co. lnsurance Brokers of CA., lnc. 1255 Battery Street #450
San Francisco CA 94111
E
415-546-S300 99
Allied World lnsurance Co 22730
II{SURED
City of Fullerton
303 West Commonwealth Avenue
Fullerton CA 92832
Safety National Casualty Corporalion 15105
CERTIFIGATE OF LIABILITY INSURANCE
COVERAGES CERTIFICATE NUM BER: 1S14252333 REVISION NUMBER
CANCELLATION
O 1988-2015 ACORD CORPORATION. All rights rescrved
The ACORD name and logo are registered marks of ACORO
City of Brea
1 Civic Center Circle
Brca CA 92821
SHOULD ANYOFTHEABOVE DESCRIBEO POLICIES BECANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVEREO IN ACCOROANCE WITH THE POLICY PROVISIONS.
rJ":,o*"""'n'o''"
CERTIFICATE HOLOER
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTEO BELOW HAVE BEEN ISSUEO TO THE INSURED NAMEO ABOVE FOR THE POLICY PERIOD
INOICATED, NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER OOCUMENT WITH RESPECT IO WHICH THIS
CERTIFICAIE MAY BE ISSUEO OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED 8Y PAID CLAIMS, X COMMERCIAL GENERAL LIABITIT'I 5110-009G01
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GEN'I AGGREGATE IIMITAPPTIES PER:
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OTBER:
711t2019 711i2020 EACHOCCURRENCE
DAMAGE TO RENTED
PREITIlSES 1E. oL.L(eiLe
s 1.000.000
$ 100.000
MEo ExP (A.y one person)
PERSONAT A AOV INJTJRY
GE NERAL AGGREGATE
PROOUCTS COMPTOPAGG
s
x
AUTOS ONLY
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NONOWNED
X
511G0096-01
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7t'l12020 LI s 1.000.000
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BOOILY TNJURY (P6r a@rd6nl) s
S
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EACH OCCURRENCE
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sP4060901 71112019 711t2020 OTH.
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$ 1.000.000
$ 1,000,000E L DISEASE. POLICY LIMII
DESCRIPT]ON OF OPERATIONS / focATlONs / vEl{lcLES (AcoRD 101, Addhlo..l R.m.rt. s.h.dul., fi.y b..ti.ch.d llmor..p.c.l. r.qunsd) RE: Cooperative Agreement between lhe Cities of Brea and Fullerlon for Consolidation of Fire Departmenl Command Staff ADDITIONAL INSURED(S): City of Brea, its elected olllcjals, ofiicers, employees and volunleers rNsuRER(s)lrr9Epl!9 q9vE!!aq
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T
INCLUOED
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$ 3,000,000
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AUTOMOAILE LIABILITY
s
S
s 1,000,000tl
ACORD 25 (2016/03)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Endorsement No.:
This endorsement, effective 12:01 AM: 71112019
Forms a part of Policy No.: 5110-0096-01
lssued to: City of Fullerton
By: Allied World lnsurance Company
BLANKET ADDITIONAL INSURED
PUBLIC RISK GENERAL LIABILITY RETAINED LIMIT COVERAGE FORM
EDUCATOR'S GENERAL LIABILITY RETAINED LIMIT COVERAGE FORM A. The Subparagraph entitled Blanket Additional lnsured of ADDITIONAL INSUREDS of SECTION lll - WHO lS AN INSURED is deleted in its entirety and replaced with the following:
Blanket Additional lnsureds
The insurance provided includes as an additional insured any person or organization whom you are required to add as an additional insured to this policy under a written contract or written agreement:
1. Currently in effect or which will become effective during the "policy period"; and
2. That was executed prior to the "occurrence" that results in "bodily injury" or "property damage", the "offense" that results in "personal and advertising injury", or the "employee benefits wrongful act", which would otherwise be covered by this policy.
B. The insurance provided to this additional insured is limited as follows:
'1. That person or organization is an additional insured only with respect to liability arising out of:
a. Premises you own, rent, lease or occupy; or
b. Your ongoing operations performed for that additional insured as specified in the written contract or written agreement.
2. The limits of insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever are less. These limits of insurance are inclusive of and not in addition to the Limits of lnsurance shown in the Declarations.
3. Coverage is not provided for "bodily injury", "property damage", "personal and advertising injury", or an "employee benefits wrongful act" arising out of the sole negligence of the additional insured.
C. The insurance provided to the additional insured does not apply to "bodily injury", "property damage", "personal and advertising injury", or an "employee benefits wrongful act" arising srR-GL 00012 00 (03/14) Page 1 of 2
This endorsement modifies insurance provided under the following:
lncludes copyrighted material of lhe
lnsurance Services Office, lnc. with its permission.
out of an architect's, engineer's or surveyor's rendering or failure to render any professional services including:
1. The preparing, approving or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and
2. Supervisory, inspection, architectural or engineering activities.
D. Coverage provided by this endorsement is excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis.
When this insurance is excess, we will have no duty under SECTION l- COVERAGES, to defend the additional insured against any "claim" or "suit" if any other insurer has a duty to defend the additional insured against that "claim" or "suit". lf no other insurer defends, we may undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers.
lncludes copyrighted material of the
lnsurance Services Office, lnc. with its permission
stR-GL 00012 00 (03/14) Page 2 of 2
All other terms and conditions of the policy remain unchanged.
City of Fullerton
Policy Number: 51 10-0096-01
8. We will have the right to conduct negotiations and enter into lhe settlement of any'claim' or'suit" as we deem appropriate, if the "loss' sought in such "claim" or "suit' is in excess of the 'retained limit" or which, in our opinion and based on the terms and conditions of this policy, may create liability for us under this policy.
SECTION III - WHO IS AN INSURED
1, The following are an insured, unless excluded herein or by endorsement:
a, You for any covered "auto' or'emergency unit" that is otherwise covered by this policyl b. Municipality or Other Governmental Entity Board Members Your "executive officers", supervisors, directors, board members, commissioners, "employees", volunteers or conscripted persons, but only while using a covered "auto" or covered "emergency unit" within the course and scope of their respective duty as your "executive offlcer", supervisor, director, board member, commissioner, 'employee", volunteer or conscripted person. c. Newly Acquired Organization
Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, during the "policy period", and over which you maintain majority ownership or majority interest during the "poli6y period", will qualify as a Named lnsured under this policy if:
(1) There is no other similar insurance available to that organization; (2) The first Named lnsured shown in the Declarations of this policy has the responsibility of placing insurance for that organization; and
(3) The organization is incorporated or organized under the laws of the United States of America.
However:
('l) Coverage under this provision is afforded only until the 90th day after you acquire or form the organization, or the end of the "policy period", whichever is earlier; (2) Coverage under this provision does not apply to "bodily injury' or 'property damage" that results from an "accident" that occurred before you acquired or formed the organization; (3) No person or organization is an insured with respect to any current or past partnership, or joint venture lhat is not shown as a Named lnsured in the Declarations; (41 Coverage under c. (1), (2) and (3) above does not apply lo any organization that is covered as an insured under any other automobile liability insurance policy whose limits of insurance have been exhausted or whose insurer has become insolvent; and
(5) You must give us prompt notice after you acquire or form such organization
2. Additional lnsureds:
The following will be an additional insured under this policy, unless excluded herein or by endorsement:
a. Mutual Aid Agreements: Any person or organization providing service lo an insured under a mutual aid contract or similar agreement that is otherwise covered by this policy, but only to the extent of their liability under that contract or agreement, for use of a covered "auto" that is within the course and scope of that mulual aid contract or similar agreement for the insured. b. Any person who is legally liable for the conduct of an insured listed in 1. a., but only to the extent of their specific liability for that insured.
stR-cA 00003 00 (03/14) Page 6 of 19
lncludes copyrighted malerial of the
lnsurance Services Office, lnc. with its permission.
SECTION IV- EXCLUSIONS
1. This insurance does not apply to any of the following:
a. Care, Custody or Control
"Property damage" to or "covered pollution cost or expense" involving any property owned or transported by the insured, or that is in the insured's care, custody or control. b, CompletedOperations
"Bodily injury" or "property damage" arising out of your work after that work has been completed or abandoned.
ln this exclusion, your work means:
(1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations.
Your work includes warranties or representations made at any time with respect to the fitness, quality, durability or performance of any of the items included in Paragraphs (1). or (2). above.
Your work will be deemed completed at the earliest of the following times:
(a) When all ofthe work called for in your conlract has been completed; (b) When all of the work to be done at the site has been completed if your contract calls for work at more than one site, or
(c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project.
Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed.
Contractual
Liability assumed under any contract or agreement.
lncludes copyrighted material of the
lnsurance Services Office, lnc. with its permission
c
srR-cA 00003 00 (03/14) Page 7 of 19
c. Public Entity Officials and Members: Any board member or other elected or appointed official, member of the administrative staff, or other authorized volunteer or member is an insured but only while using a covered "auto" or covered 'emergency unit' you do not own, hire or bonow and only during the course of their respective duty(ies) for you as a municipality or other governmental entity, or an emergency services organization. This insured status will extend to any other person lvho supplies that covered "auto" or "emergency unit'.
d. Any person, organization, trustee, estate or governmental entity with respect to the operation, maintenance or use of a covered "auto' or covered "emergency unit", ifi ('l) You are obligated to add that person, organization, trustee, estate or governmental entity as an additional insured to this policy by:
(a) An express provision of an "insured conlract"; or
(b) An express condition of a written permit issued to an insured by a governmental or public authority.
(2) The 'bodily injury'' or "property damage" is caused by an 'accident' which takes place after:
(a) The insured executed the "insured contract': or
(b) The permit has been issued to the insured.
0456 00 0113 (XWC)
ENDORSEMENT
BLANKET WAIVER OF SUBROGATION
Effective 12:01 A.M., Local Time, July 0'1,2019
ln consideration of the payment of premium and adherence by both parties to the terms of this Agreement, it is hereby understood and agreed that the Recoverv From Others section of this Agreement is amended to include the following additional language:
The CORPORATION has the right to pursue subrogation recoveries from anyone liable for an injury covered by this Agreement. The CORPORATION will not enforce its right against any person or organization for whom the EMPLOYER performs work under a written contract that requires the EMPLOYER to obtain this agreement from the CORPORATION.
All other terms, conditions, agreements and stipulations remain unchanged Attached to and forming a part of Excess Workers' Compensation and Employers' Liability lnsurance Agreement No. SP 4060901, issued by SAFETY NATIONAL CASUALTY CORPORATION of St. Louis, Missouri to MERGE RISK MANAGEMENT JoINT POWERS AUTHORITY, ET AL, dated July 01 , 2019.
SAFETY NATIONAL CASUALTY CORPORATION
tutr *,t/r"."u-
President
Secretary
lnsured: lndependent Cities Risk Management Authority
Policy Number: SP4060901
Policy Term: 71112019 to 71112020