AGENDA
NEWMAN CITY COUNCIL
SPECIAL MEETING OCTOBER 6, 2026
CITY COUNCIL CHAMBERS, 6:00 P.M., 938 FRESNO STREET
NOTICE: THIS MEETING WILL BE HELD IN ACCORDANCE WITH THE RALPH M. BROWN ACT (CALIFORNIA GOVERNMENT CODE SECTION 54950, ET SEQ.) AND THE FEDERAL AMERICANS WITH DISABILITIES ACT REMOTE PUBLIC COMMENT WILL BE ENABLED ONLY WHEN AT LEAST ONE COUNCIL MEMBER PARTICIPATES REMOTELY (Gov. Code § 54953.4(c)(2))
1. Call To Order.
2. Roll Call.
3. Declaration Of Conflicts Of Interest.
4. Items From The Public.
5. Special Business.
a. Adopt Resolution No. 2026- , A Resolution Approving A Prelitigation Settlement And Release Agreement Between The City Of Newman And West Stanislaus County Fire Protection District And Authorizing The City Manager To Execute Said Agreement. (View Report)
6. Adjournment.
Calendar of Events
October 6 – Special City Council – 6:00 P.M.
October 12-17 – Citywide Fall Clean-Up – 7:30 A.M. – 4:00 P.M.
October 13 – City Council - 7:00 P.M.
October 15 – Planning Commission - 7:00 P.M.
October 27 – City Council - 7:00 P.M.
October 30 – Trunk Or Treat Halloween Event – 5:00 P.M. – 7:00 P.M.
October 31 – Halloween.
Honorable Mayor and Members
of the Newman City Council
Agenda Item: 5.a.
Special City Council Meeting
of October 6, 2026
APPROVE RESOLUTION NO. 2026 - , APPROVING A PRELITIGATION SETTLEMENT AND
RELEASE AGREEMENT BETWEEN THE CITY OF NEWMAN AND WEST STANISLAUS COUNTY FIRE PROTECTION DISTRICT, APPROVING THE MUTUAL TERMINATION OF THE 1988 JOINT
POWERS AGREEMENT, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID
AGREEMENT
RECOMMENDATION:
Approve Resolution No. 2026 - , approving the Prelitigation Settlement and Release Agreement with West Stanislaus County Fire Protection District, approving the mutual tennination of the 1988 Joint Powers Agreement effective August 31, 2026, and authorizing the City Manager to execute said agreement.
BACKGROUND:
The City and District have jointly owned and operated Station 55, located on the northeast comer of Kem and "N'' Streets (State Highway 33) in the City, since entering into a Joint Powers Agreement for Construction and Equipping, Operation, and Maintenance of a Fire Station ("JP A") on or around November 8, 1988. Under the JP A, District conveyed to the City an undivided one-half fee interest in the property, with the City contributing one-half of the original purchase price, and the Parties jointly funded construction of Station 55 to serve City residents as well as the surrounding unincorporated area of Stanislaus County.
The Parties also entered into a November 1, 2018 Memorandwn of Understanding for cost-sharing of a jointly retained Fire Chief and related joint equipment purchases ("MOU"), and a separate Automatic Aid Agreement providing for reciprocal emergency assistance.
On October 13, 2025, District notified the City that it had rescinded the resolution approving the MOU and intended to terminate the MOU, with termination ultimately effective April 13, 2026. On November 12, 2025, · District also notified the City in writing of its intent to tenninate the JP A effective November 12, 2026. A dispute subsequently arose between the Parties. The City contends District failed to reimburse its forty percent (40%) share of joint personnel costs under the MOU and its fifty percent (50%) share of other joint expenses under the JPA, and asserts District owes the City approximately $95,246.35 in unreimbursedjoint expenses incurred from July 1, 2025 through March 31, 2026 ("Outstanding Invoices"). The City further contends District has not paid its one-half share of Station 55 operation and maintenance costs for April 1 through August 31, 2026, estimated at approximately $9,936.41. District disputes certain billed expenses, contends the City breached the JPA and MOU by restricting District's access to Station 55, jointly acquired equipment, and electronic data, and claims the City owes District $94,443.69 in California Office of Emergency Services reimbursements for use of District-owned apparatus.
To toll applicable statutes of limitations while pursuing resolution, the Parties entered into a Tolling Agreement on December 31, 2025, and participated in a full-day mediation on February 17, 2026. In connection with mediation, the Parties jointly retained appraiser John A. Hillas, MAI, SRA, who valued the property at $1,400,000 using a sales comparison approach, and later, at District's request, at the same value using a replacement cost approach.
The City contends an undivided one-half interest is subject to a marketability discount of twenty-five to thirty percent (25%-30%) and had expressed its intention to file an action to partition the property.
ANALYSIS:
The proposed Agreement resolves all disputed claims between the Parties and unwinds their joint ownership and operation of Station 55 under the following terms:
a. Property Buy-Out. The City will pay District $550,000 to purchase District's undivided one-halffee interest in the property, free and clear of all liens and encwnbrances, reflecting the appraised value adjusted for the marketability discount the City asserts applies to an undivided interest. b. Outstanding Invoices. District will pay the City $40,000 in full and final settlement of the City's claim for the Outstanding Invoices, including any outstanding interim operation and maintenance costs through August 31, 2026, to be credited against amounts owed to District under the Agreement.
Agenda Item: 5. a.
c. OES Reimbursement. The City will pay District $94,443.69 in full and final settlement of District's claim for Office of Emergency Services reimbursements.
d. Rescue 55 Vehicle. The City will pay District $21,500 to purchase District's one-half interest in the jointly held Rescue 55 vehicle, based on a stipulated appraised value of $43,000. e. Net Settlement Proceeds. Netting these amounts, the City will pay District a total of $625,943.69 in full and final settlement of all claims between the.Parties existing as of August 31, 2026. Payment is due within thirty (30) days of the Agreement's Effective Date, which is the later of full execution or approval by both governing bodies.
f. Ford Interceptors. The Parties have agreed to an in-kind division of the two jointly held Ford Interceptor patrol vehicles, with the City retaining full ownership of the 2023 Ford Interceptor and District retaining full ownership of the 2020 Ford Interceptor.
g. Interim O&M Costs. District acknowledges that under Section 6 of the JP A it is responsible for one-half of Station 55 maintenance and operation costs, and that it has not paid its share for the period of April 1, 2026 through August 31, 2026, estimated by the City at approximately $9,936.41. These costs are resolved within the $40,000 settlement of the Outstanding Invoices described in item (b) above and are not payable separately.
h. Asset List. District will retrieve and/ or remove the items listed on the Asset List (Exhibit C to the Agreement) no later than the Effective Date, and the City will ensure District has reasonable access to Station 55 for that purpose. Any assets or equipment, other than personal protective equipment ("PPE"), not listed on the Ass.et List become the property of whichever Party is in possession. County-issued pagers and radios are not included on the Asset List; the Parties will request a County audit of their possession and agree to abide by the County's determination.
i. Personal Protective Equipment. Jointly purchased PPE will remain with the firefighter for whom it was issued, who may continue to use it in providing fire protection services for the_ City, the District, or both, as applicable. Unless a firefighter continues with both agencies, the Parties will execute a mutual release of liability in the form attached to the Agreement as Exhibit F when PPE follows a firefighter to only one agency, under which each Party releases and holds the other harmless from all claims and liabilities arising from PPE transferred for the other Party's use.
The JPA will be mutually terminated pursuant to Section 9 of the JPA effective August 31, 2026 ("Termination Date"). District vacated Station 55 as of the Termination Date. As of September 1, 2026, the City cancelled all communication, data storage, and emergency response monitoring subscriptions previously shared with District, and District owes no further share of those costs. The City will assume sole responsibility for Station 55 going forward, and each Party waives any right to partition the property. The Agreement also includes a mutual release of all claims arising from the JPA, MOU, Automatic Aid Agreement, and the Parties' joint use of Station 55, including a waiver of Civil Code section 1542, and contains no admission of liability by either Party.
Pursuant to Government Code section 54222.3, the Parties believe the conveyance of District's undivided one-half interest to the City, as co-owner of the remaining interest, is not subject to the Surplus Lana'Act (Government Code section 54220 et seq.), because it involves the transfer of a fractional interest between co-owner public agencies and the Property will retain the same public use and purpose it has always served, which would in any event be exempt as a local agency-to-agency transfer under Government Code section 5422l(f)(l)(D).
FISCAL IMPACT:
The Agreement requires a net payment by the City to District of $625,943.69, consisting of $550,000 for District's one-half interest in the property, $94,443.69 for the OES Reimbursement claim, and $21,500 for District's interest in the Rescue 55 vehicle, less a $40,000 credit for District's payment of the Outstanding Invoices, which includes District's outstanding one-half share ofO&M costs through August 31, 2026; no separate O&M payment is due from District. The net payment will be funded from Capital Facility Fees. Following execution, the City will hold sole fee title to the property.
Agenda Item: 5.a.
CONCLUSION:
The proposed Agreement resolves the disputed claims between the City and District without the time, expense, and uncertainty of litigation, including a threatened partition action, and provides for an orderly dissolution of the 1988 JPA with the City acquiring sole ownership of Station 55. Staff recomrp.ends the City Council approve Resolution No. 2026 - , approving the Prelitigation Settlement and Release Agreement with West Stanislaus County Fire Protection District, approving the mutual termination of the 1988 Joint Powers Agreement effective August 31, 2026, and authorizing the City Manager to execute said agreement.
ATTACHMENTS:
1. Resolution No. 2026 - , approving a Prelitigation Settlement and Release Agreement ("Agreement") with West Stanislaus County Fire Protection District ("District"), approving the mutual termination of the 1988 Joint Powers Agreement, and authorizing the City Manager to execute said agreement.
2. Prelitigation Settlement and Release Agreement between the City of Newman and West Stanislaus County Fire Protection District
Respectfully Submitted,
-~ ~ w..o
MichaelE.and
City Manager
RESOLUTION NO. 2026-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWMAN APPROVING A
PRELITIGATION SETTLEMENT AND RELEASE AGREEMENT BETWEEN THE CITY OF
NEWMAN AND WEST STANISLAUS COUNTY FIRE PROTECTION DISTRICT, APPROVING THE MUTUAL TERMINATION OF THE 1988 JOINT POWERS AGREEMENT,
AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT WHEREAS, the City of Newman ("City") and West Stanislaus County Fire Protection District ("District") are parties to that certain Joint Powers Agreement for Construction and Equipping, Operation, and Maintenance of a Fire Station, entered into on or around November 8, 1988 ("JP A"), pursuant to which City and District jointly acquired, developed, and have since jointly owned and operated a fire station ("Station 55") on real property located at the northeast comer of Kem and "N'' Streets (State Highway 33) in the City, identified as Stanislaus County Assessor's Parcel Number 128-014-004-000 (the "Property"), with City and District each holding an undivided one-half fee interest therein; and WHEREAS, a dispute has arisen between City and District regarding their respective obligations under the JP A and that certain Memorandum of Understanding for Cost Sharing of Fire Department Staff and Joint Equipment Purchases, entered into on or around November 1, 2018 ("MOU"), and the Automatic Aid Agreement between the parties, including disputed claims for unreimbursed joint expenses, California Office of Emergency Services reimbursements, and access to Station 55 and jointly held equipment; and WHEREAS, City and District entered into a Tolling Agreement on or around December 31, 2025, and participated in a full-day mediation with a mediator on February 17, 2026, in the course of which the parties jointly retained a licensed real estate appraiser to value the Property; and WHEREAS, in order to avoid the time, expense, and uncertainty of litigation, including a threatened action for partition of the Property, City and District have negotiated the terms of a Prelitigation Settlement and Release Agreement ("Agreement"), a copy of which is attached hereto as Exhibit A and incorporated herein by this reference, pursuant to which, among other things, (1) City shall pay District $550,000 to purchase District's undivided one-half interest in the Property, (2) District shall pay City $40,000 in settlement of outstanding invoices, including any outstanding Interim Operations and Maintenance Costs through August 31, 2026, (3) City shall pay District $94,443.69 in settlement of District's Office of Emergency Services reimbursement claim, (4) City shall pay District $21,500 to purchase District's onehalf interest in the jointly held Rescue 55 apparatus, (5) City and District shall effect an in-kind division of the jointly held Ford Interceptor patrol vehicles, with City retaining the 2023 Ford Interceptor and District retaining the 2020 Ford Interceptor, resulting in a net payment by City to District of$625,943.69, and (6) City and District shall mutually terminate and dissolve the JPA effective as of the Termination Date pursuant to Section 9 thereof; and
WHEREAS, pursuant to Section 2 of the Agreement, the Parties have agreed that the JP A shall terminate between them effective August 31, 2026 (the "Termination Date"), and that the Agreement shall become effective on the later of the date the last Party executes the Agreement or the latest date of approval of the Agreement by the City Council and the District's Board of Directors (the "Effective Date"); and WHEREAS, Section 4 of the Agreement provides that the JP A shall be mutually terminated as of the Termination Date, provided that the City Council and the District's Board of Directors each approve such termination and dissolution by way of duly adopted resolutions within fourteen (14) days of the Effective Date of the Agreement, and the City Council desires to grant such approval by this Resolution; and WHEREAS, Pursuant to Government Code section 54222.3, the Parties believe that the conveyance of District's undivided one-half interest in the Property to City is not subject to the California Surplus Land Act (Government Code section 54220 et seq.) (the "Act"), because it involves the transfer of a fractional interest in the Property between co-owner public agencies, which interest has retained the same public use and purpose - continued operation of Station 55 for fire protection and emergency services - as when the Property was first acquired; and the Parties further agree that, to the extent the Act is deemed to apply to such transfer, District's interest in the Property would qualify as "exempt surplus land" under Government Code section 54221, subdivision (f)(l)(D); and in response to District's technical query, the California Department of Housing and Community Development ("HCD") has advised that the conveyance must nonetheless comply with the Act's reporting requirements, all as set forth more fully in the Agreement; and
WHEREAS, the City Council has reviewed the Agreement and desires to approve the Agreement, approve the mutual termination and dissolution of the JP A in satisfaction of Section 4 of the Agreement, and authorize the City Manager to execute the Agreement on behalf of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newman that the recitals set forth above are true and correct and are incorporated herein by this reference.
BE IT FURTHER RESOLVED by the City Council that the City Council hereby approves the Prelitigation Settlement and Release Agreement with West Stanislaus County Fire Protection District, attached hereto as Exhibit A, and does hereby authorize the City Manager to execute the Agreement and any and all documents, and take any and all actions, reasonably necessary or convenient to carry out and implement the Agreement and the transactions contemplated thereby.
BE IT FURTHER RESOLVED by the City Council that, pursuant to and in satisfaction of Section 4 of the Agreement, the City Council hereby approves and consents to the mutual termination and dissolution of the JPA between City and District, effective as of the Termination Date of August 31, 2026, in accordance with Section 9 of the JP A, and directs that a certified copy of this Resolution be provided to District as evidence of the City Council's approval.
BE IT FURTHER RESOLVED by the City Council that the City Council hereby directs and authorizes the City Manager and City staff to cooperate in good faith with District, as and to the extent provided in the Agreement, in connection with District's compliance with the Surplus Land Act.
The foregoing resolution was introduced at a special meeting of the City Council of the City of Newman held on the 6th day of October, 2026 by Council Member -----------...J who moved its adoption, which motion was duly seconded and it was upon roll call carried and the resolution adopted by the following roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Mike Maier,
City Clerk of the City of Newman,
County of Stanislaus, State of California
APPROVED:
Casey Graham,
Mayor of the City of Newman,
County of Stanislaus, State of California
PRELITIGATION SETTLEMENT AND RELEASE AGREEMENT
between
CITY OF NEWMAN and WEST STANISLAUS COUNTY FIRE PROTECT DISTRICT
THIS PRELITIGATION SETTLEMENT AND RELEASE AGREEMENT
("Agreement") is entered into by and between the CITY OF NEWMAN, a municipal law corporation organized and existing under the laws of the State of California ("City"), and the WEST STANISLAUS COUNTY FIRE PROTECTION DISTRICT, an independent special district of the State of California organized and existing under the Fire Protection District Law of 1987 (Health & Saf. Code, § 13800 et seq.,) ("District") and is effective as of the Effective Date defined in Section 2 of this Agreement. City and District may be referred to hereinafter collectively as "Parties" or individually as a "Party."
RECITALS
A. City provides fire protection and related emergency services within the jurisdictional boundaries of the City through the City of Newman Fire Department, whereas District provides fire protection services within its jurisdictional boundaries including areas in the unincorporated west side of Stanislaus County bordering the cities of Newman and Patterson.
B. City and District wished to partner in the acquisition and development of property at the northeast comer of Kem and "N" Streets (State Highway 33) in the City of Newman, bearing Stanislaus County Assessor's Parcel Number 128-014-004-000 and described more particularly in Exhibit A hereto which is incorporated here by this reference ("Property"), for purposes of constructing and operating a fire station to service those communities adjacent to the City but located in the unincorporated area of Stanislaus County ("County") ( described as District Response Areas 55 and 56 as shown on SR91 l maps) ("Station 55") and to provide fire protection services to City residents when required. The Property consists of approximately 44,141 square feet or 1.013 acres.
C. In furtherance thereof, on or around November 8, 1988, City and District entered into that certain JOINT POWERS AGREEMENT FOR CONSTRUCTION AND EQUIPPING, OPERATION, AND MAINTENANCE OF A FIRE STATION ("JPA"), adopted pursuant to the City Resolution No. 88-91, with respect to the construction, equipping, operation, and maintenance of Station 55 for the Parties' joint use and operation, a true and correct copy of which is attached hereto as Exhibit B and is incorporated herein by this reference. Pursuant to Section 12 of the JP A, the Parties agreed that the City's Fire Chief"shall be the designated manager of the station for day to day maintenance." Although the JPA references California Government Code sections 6500 through 6514 (the Joint Powers Act) in the Recitals thereof, the Parties acknowledge never forming a separate local body or agency to perform the obligations under the JP A.
D. Pursuant to Section 1 of the JPA, District agreed to "convey to the City, by grant deed, a good and sufficient title free and clear of any and all encumbrances whatsoever, an undivided one-half interest" in the Property, and City agreed to pay for "one-half of the cost" to purchase the Property. Title to the Property was originally acquired by District in 1986 in fee. City did contribute one-half of the purchase price for the Property such that City adopted Resolution Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Services Page 1 of 12 No. 90-27 accepting a Corporation Deed for an undivided one-half interest in the Property, which was recorded in the Official Records of Stanislaus County on or around May 23, 1990.
E. Pursuant to Section 9 of the JP A, the Parties agreed that the JP A may be terminated "at any time by mutual agreement of the parties" or by either Party providing "written notice of its intention so to do to the other party at least 12 months prior to the date of termination." Section 9 further provides that "[ s ]hould either party desire to purchase the rights of ownership from the other party, the price must be mutually agreeable." Pursuant to this Agreement, the Parties intend to mutually terminate the Agreement pursuant to Section 9 of the JP A as of the Effective Date herein.
F. The Parties thereafter jointly funded the construction of Station 55 on the Property and jointly or severally purchased certain equipment, apparatus, personal protective equipment ("PPE"), and other assets for their joint use at Station 55. As of the date of this Agreement, the Parties held interests in the following equipment and/or the apparatus maintained at Station 55:
Vehicle ID Model Year Type • Ownership
2023 Ford Interceptor 50% City
50% District
2020 Ford Interceptor 50% City
50% District
4894 2019 Light Duty -Tender 55 100% District
3814 2011 Light Duty-Ford F-150 Newman Fire 100% District Chief
5122 2007 Heavy Duty - E55 100% City
3804 2005 Heavy Duty - Rescue 55 50% City
Ford F550 50% District
3800 1998 Heavy Duty - Brush 55 100% District
Engine/Westmark-Intl. Fire Engine
5153 1991 Heavy Duty- E255 100% City
The Parties agree and acknowledge that the only jointly held fire apparatus between them are the Rescue 55 [3804], 2023 Ford Interceptor, and 2020 Ford Interceptor listed above. The Rescue 55 vehicle was appraised by Sales Representative Scott Beck, of Fire Apparatus Services in Rialto, California, at approximately Forty-Three Thousand Dollars and No Cents ($43,000), and the Parties have stipulated to such valuation for purposes of this Agreement. The Parties agree that assets and equipment on the Property shall be divided between the Parties as listed in the Asset List attached hereto as Exhibit C and incorporated herein by this reference ("Asset List").
G. On or around November 1, 2018, City and District entered into that certain
MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF NEWMAN AND WEST
STANISLAUS COUNTY FIRE PROTECTION DISTRICT FOR COST SHARING OF FIRE Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Se-rvices Page 2 of 12 DEPARTMENT STAFF AND JOINT EQUIPMENT PURCHASES for purposes of memorializing their cost-sharing agreement with respect to specified joint personnel and related expenses ("MOU"), a true and correct copy of which is attached hereto as Exhibit D and is incorporated herein by this reference.
H. City and District entered also into that certain AUTOMATIC AID AGREEMENT
BETWEEN THE CITY OF NEWMAN AND WEST STANISLAUS COUNTY FIRE PROTECTION DISTRICT with respect to the provision of reciprocal supplemental assistance in the event of non-extraordinary/emergency incidents ("Automatic Aid Agreement"), a true and correct copy of which is attached hereto as Exhibit E and is incorporated herein by reference.
I. Pursuant to Section 2 of the MOU, City and District agreed to jointly retain a Fire Chief, the sitting City Fire Chief, with sixty (60%) percent of the total employment cost of the same assigned to the City and forty ( 40%) percent of the total cost assigned to the District. City retained responsibility for administering all wages and benefits arising therefrom. Pursuant to the MOU, City agreed to bill District for its forty percent (40%) share of such expenses, and District agreed to reimburse City for the same, on a quarterly basis.
J. Pursuant to Section 1 of the MOU, its term continued through October 30, 2021 and would automatically renew for an additional three (3) years unless either Party provided notice of termination as follows: (1) "without cause ... by providing no less than six (6) months prior written notice of its intent of termination or non-renewal," or (2) "for cause upon serving a written Notice to cure Default, therein specifying the acts or omissions constituting the alleged default and demanding that the default be cured within thirty (30) days .... " K. On or around October 13, 2025, District sent a letter to City notifying City that District had adopted a resolution rescinding its Resolution No. 2018-004 ("2025 Resolution") which had previously approved the MOU. On or around October 25, 2025, District confirmed that by way of its 2025 Resolution, District intended to terminate the MOU effective November 1, 2025, although it later agreed the notice of termination would become effective on April 13, 2026 (six (6) months after its October 13, 2025 notice of intent to terminate).
Additionally, on or around November 12, 2025; District notified City in writing of its intent to terminate the JPA effective November 12, 2026.
L. A dispute has arisen and exists between the Parties. City claims (1) District is in breach of the MOU by, among other things, not fully reimbursing City its forty (40%) share of the expenses incurred to employ joint personnel under the MOU and failing to maintain Workers Compensation insurance for joint employees, (2) District violated the terms of the JP A in failing to reimburse City for its fifty (50%) share of joint expenses not covered by the MOU, and that (3) District violated the covenant of good faith and fair dealing with respect to these agreements, among other claims. City claims District owes it approximately $95,246.35 in unreimbursedjoint expenses incurred from July 1 of2025 to March 31 , 2026 ("Outstanding Invoices"), while the District challenges specified expenses billed to District.
M. District disputes City's claims and contends that City is in breach of the MOU (1) by violating provisions concerning implementation of a shared personnel program and joint equipment purchase program; (2) by violating reporting/supervision provisions regarding District operations and chain of command; (3) by violating implied access provisions of the Parties' Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Services Page 3 of 12 agreements (the MOU and JPA) including limiting District's access to Station 55 and jointly acquired safety equipment, apparatus, Personal Protective Equipment ("PPE"), electronic data, and reports; (4) by violating the covenant of good faith and fair dealing with respect to these agreements due to City employee(s) conduct; and (5) by improperly withholding $94,443.69 in California Office of Emergency Services reimbursements under the Statewide Master Mutual Aid Agreement for use of District-owned apparatus ("OES Reimbursement"). City disputes these claims and the amounts due as asserted by District.
N. On or around December 31, 2025, to facilitate potential pre-litigation settlement and mediation between them, City and District entered into that certain TOLLING AGREEMENT ("Tolling Agreement") whereby they agreed to toll the applicable statutes of limitations on all claims existing and arising between them with respect to the JPA, the MOU, and/or the Automatic Aid Agreement ( collectively "Claims").
0. On or around February 17, 2026, the Parties engaged in a full day of mediation with the Honorable Richard M. Silver (Retired Judge of the Superior Court) ("Mediation").
P. In conjunction with Mediation, the Parties jointly retained licensed real estate appraiser, John A. Hillas, MAI, SRA, to appraise the Property. Pursuant to a written appraisal report dated February 11, 2026, Mr. Hillas estimated the fair market value of the Property at $1,400,000, applying a sales comparison approach ("Initial Report").
Q. District commissioned a secondary appraisal report of the Property by Mr.
Hillas utilizing a replacement cost approach, which Mr. Hillas provided on or around April 17, 2026 which valued the Property at $1,400,000 ("Supplemental Report").
R. City contends that the Property is subject to a marketability discount of between twenty-five percent (25%) and thirty percent (30%) based on the undivided fractional interests in the Property valued for sale.
S. City has expressed its intention to file an action for partition of the Property pursuant to Code of Civil Procedure sections 872.010-874.240 and other claims, whereas the Parties wish to avoid the time, expenses, and uncertainty of litigation.
T. The Parties believe that pursuant to Government Code section 54222.3, the conveyance of District's half-interests in the Property to City contemplated herein is not subject to the California Surplus Land Act (Gov. Code §§ 54220 et seq.) ("Act"), because it involves the transfer of a fractional interest in the Property between co-owner public agencies, and because the Property will retain the same public use and purpose as when it was first acquired, which would be exempt under Government Code section 54221, subdivision (t)(l).
Nonetheless, given the California Department of Housing and Community Development ("HCD") position regarding the conveyance, the Parties agree to cooperate in the submission of any and all exemption notification obligations that may be required or requested by HCD or the County to ensure the transaction is in compliance with the Act.
U. District has therefore agreed to accept, and City has agreed to pay, $550,000 to purchase District's undivided one-half interest in the Property, the Parties have agreed to settle the other monetary claims between them and have further agreed to mutually terminate and dissolve the JPA subject to the terms and conditions set forth herein.
Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Services Page 4 of 12 NOW, THEREFORE, IN CONSIDERATION of the promises, covenants and agreements herein contained, the adequacy and sufficient of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. Incorporation of Recitals. The Recitals set forth above are expressly incorporated as terms of this Agreement. In the event of any conflict between the Recitals above and the Agreement Sections below, the latter shall prevail.
2. Effective Date and Termination Date. The Parties agree that the JPA shall be tepninated between them effective August 31, 2026 ("Termination Date"). This Agreement shall be effective on the later of (a) the date on which the last Party executes this Agreement, or (b) the latest date of approval of this Agreement by the City Council of the City of Newman and the Board of Directors of the District. Execution by the Party's respective signatory shall not bind the Party absent such approval.
3. Settlement Terms. Within thirty (30) days of the Effective Date of this Agreement, in full satisfaction of the disputes and controversies· between them, the Parties hereby agree as follows:
a. Property Buy-Out. District shall accept, and City shall pay, the total sum of Five Hundred Fifty Thousand Dollars and No Cents ($550,000) to purchase District's undivided one-half fee interest in the Property free and clear of all liens and encumbrances;
b. Outstanding Invoices. City shall accept, and District shall pay to City, the sum of Forty Thousand Dollars and No Cents ($40,000) as full and final settlement of the Outstanding Invoices including any outstanding Interim Operations and Maintenance Costs through August 31, 2026, which sum shall operate as a credit against the amounts due District by City as set forth herein; c. OES Reimbursement. District shall accept, and City shall pay, the sum of Ninety-Four Thousand, Four Hundred Forty-Three Dollars and Sixty-Nine Cents ($94,443.69) to District as full and final settlement of District's OES Reimbursement claim;
d. Rescue 55. City shall pay, and District shall accept, the total sum of TwentyOne Thousand Five Hundred Dollars and No Cents ($21,500.00), for City to purchase District's one-half interest in the Rescue 55 apparatus. Any necessary title transfer will occur within thirty (30) days of the Effective Date of this Agreement.
e. Net Settlement Proceeds. In total therefore, District shall accept, and City shall pay, the total net sum of Six Hundred Twenty-Five Thousand, Nine Hundred Forty-Three Dollars and Sixty-Nine Cents ($625,943.69) as full and final settlement of all Claims between them existing as of the Termination Date.
Settlement and Release Agreement
CityofNewman and West Stanislaus Fire Protection Services Page 5 of12 f. Ford Interceptors. The Parties have agreed to an in-kind division of the Ford Interceptors identified in Section F of the Recitals above, with the City retaining full ownership and rights to the 2023 Ford Interceptor and District retaining full ownership and rights to the 2020 Ford Interceptor. Any necessary title transfer with respect to these transfers shall occur within thirty (30) days of the Effective Date of this Agreement.
g. Asset List. The Parties' agreement with respect to the division of the remaining assets and equipment is set forth more particularly in the Asset List attached hereto as Exhibit C and incorporated herein. District agrees to retrieve and/or remove its assets as outlined on the Asset List no later than the Effective Date of this Agreement, and City agrees to ensure District has reasonable access to Station 55 with respect to the same. Any and all assets or equipment, excluding Personal Protective Equipment (PPE), not listed on the Asset List on or after the Effective Date of this Agreement shall become the sole property of whichever Party possess it. Pagers and radios issued by the County of Stanislaus to one or both Parties in either Party's possession are not contained on the Asset List. The Parties agree to and will assist in requesting a County audit regarding the correct possession of the same· and agree to facilitate the same. The Parties agree to abide by the County's audit determination whether it be modification of ownership, return of the items to the County or to the other Party, or any other determination made by the County pursuant to the audit findings.
h. Interim Operations and Maintenance Costs. District acknowledges and agrees that pursuant to Section 6 oftheJPA, District is responsible for one-half of all maintenance and operation costs of the Property and Station 55, and that District has not paid its one-half share of such costs for the six ( 6)-month period of April 1, 2026 through August 31, 2026, which City estimates to total approximately $9,936.41 ("Interim O&M Costs").
i. Personal Protective Equipment. The Parties acknowledge and agree that certain PPE was jointly purchased and issued for the use of individual firefighters or fire fighting personnel used or employed by one or both Parties ("Firefighter"). Each item of PPE shall remain with the Firefighter for whom it was purchased, and such Firefighter may continue to use the PPE in providing fire protection services for the City, the District, or both, as applicable. The Parties agree that unless a Firefighter continues with both agencies, a mutual release of liability will be executed between the Parties if the PPE follows a Firefighter to only one agency in the form as set forth in Exhibit F hereto. As a result thereof, each Party agrees, for itself and its successors, assigns, employees, and other representatives, to forever release and hold harmless the other Party from any and all claims and liabilities in any way arising from PPE transferred for use by the other Party.
j. Surplus Land Act. The Parties agree and understand that the real property transaction contemplated in this Agreement does not involve the disposition of "surplus land" under the Act, in that it involves the conveyance of the District's Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Services Page 6 of 12 undivided one-half interest in the Property to the City, a co-owner of the remaining undivided one-half interest, and because City intends to continue to use the Property for purposes of supporting City's fire protection services after the transfer. Nonetheless, in response to the District's Technical Query to the HCD in this regard, the HCD has advised District that the conveyance must comply with the reporting requirements of the Act but that the conveyance nonetheless qualifies for the local agency transfer exemption set forth in Government Code section 54221 subdivision (f)(l)(D). The Parties agree that even if the Act can be construed to apply to the subject transfer, the property interest transferred would be "exempt" as a local agency-to-agency transfer under subdivision (f)(l)(D) of Government Code section 54221.
The District agrees to (a) contemporaneously with the approval of this Agreement, adopt a resolution designating its interest in the Property as "exempt surplus land" pursuant to Section 54221(f)(l)(D) of the Act, and to (b) prepare and submit a declaration of exempt status relating to said exemption ("Exemption Declaration") to the HCD via the HCD Surplus Land Act Portal, as well as any other documentation required by the H CD to support such Exemption Declaration. City agrees to cooperate in good faith in the procurement of such Exemption Declaration. Each Party shall bear its own costs and expenses, including attorneys' fees and costs, other professional fees, and administrative fees and expenses, to process the Exemption Declaration, including without limitation any and all costs to prepare and submit the Exemption Declaration to the HCD. The Parties anticipate that the HCD's acceptance and/or approval of the Exemption Declaration will be proforma.
Nonetheless, the HCD's acceptance and/or approval of the aforementioned Exemption Declaration shall be an express condition of the Parties' obligations under this Agreement.
4. Termination of JPA. Pursuant to Section 9 of the JP A, the Parties hereby agree to mutually terminate the JP A as of the Termination Date of this Agreement, at which point all obligations of the Parties under the JPA and all rights to the District's use of Station 55 or any portion of the Property and joint equipment shall cease, provided the respective governing bodies of City and District (the City Council and District Board of Directors respectively) each approve such termination and dissolution by way of duly adopted resolutions of such bodies within fourteen (14) days of the Effective Date of this Agreement.
5. Vacation of Property. District vacated Station 55 concurrent with the Termination Date of the JP A and agrees to fully remove all assets contained on the Asset List attached as Exhibit C hereto consistent with Section 3(g) of this Agreement. Any and all other personal property becomes the property of the possessing Party as set forth in Section 3(g) of this Agreement.
6. Allocations and Distributions Upon Termination.
a. Pending Reimbursements. The Parties agree that except as set forth in subdivisions (b) and (c), and (h) of Section 3 of this Agreement [relating to Outstanding Invoices and OES Reimbursements, and Interim O&M Costs, Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Services Page 7 of 12 respectively], there are no pending reimbursements due to either Party arising from joint expenses or resulting from a Party's application for reimbursements from local, state, or federal agencies for equipment and/or services provided by the District or the City under the JP A, MOU, or Automatic Aid Agreement, and that as of the Termination Date of this Agreement, the Parties are aware of no other or further pending reimbursements.
b. Capital and Asset Contributions. The Parties agree and acknowledge that no Party has any right, title, or interest in return of capital contributions to the acquisition of the Property, the construction of Station 55 and improvements thereto, and/or the assets maintained jointly by the Parties at Station 55 apart from that which is set forth in the Asset List attached as Exhibit C and incorporated herein by reference.
c. Third Party Debts and Obligations. During the term of the JP A, City has maintained subscriptions for communication, electronic data storage, and emergency response monitoring services made available to District as part of the Parties' joint operations at Station 55 and has billed portions thereof to District as part of the reimbursable expenses under the JP A. The Parties acknowledge that as of September 1, 2026, City has cancelled all such subscriptions previously made available to District arising from its joint use of Station 55 and the Property and the District has no outstanding share of such costs.
7. Waiver of Partition. Upon the Effective Date of this Agreement, each Party waives any right to partition of the Property or personal property assets jointly held by the Parties.
8. Full Satisfaction. The Parties agree that by performing the mutual obligations provided in Section 3 of this Agreement, the Parties fully satisfy any and all obligations they may owe to each other relating to issues arising from and concerning the Claims between them, and the facts upon which each are based. Upon completion of the mutual obligations provided in Section 3 of this Agreement, the Parties agree to release and forever discharge each other from any and all claims, demands, costs, liabilities, rights of action and causes of action of any kind or character whatsoever which they may have, known or unknown, against the other Party and its officers, elected officials, agents, employees, representatives, and contractors, regarding the facts alleged or which could have been alleged against one another arising from or related to the Claims, or any of them. This provision shall not affect the Parties' rights to move to enforce the provisions of this Agreement pursuant to common law or Code of Civil Procedure section 664.6.
9. Release. The Parties hereby agree that the release set forth in this Agreement is a full and final release of all claims which are or could have been asserted arising from or related to the JPA, MOU, or Automatic Aid Agreement, from their joint use of Station 55, or from the Claims between them, or any of them. The Parties acknowledge that whatever damages, losses, costs or expenses they may have sustained in connection with the JPA, MOU, Automatic Aid Agreement, their joint use of Station 55, and/or any and all of the Claims, including those which are presently unknown and unsuspected, and such damages, losses, costs or expenses which may have been sustained, may give rise to additional damages, losses, costs, or expenses in the future. The Parties agree and acknowledge that they may hereafter discover facts different from or in addition to those Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Services Page 8 of 12 they now know or believe to be true with respect to the matters released herein, and they agree that all of the terms of this Agreement shall and will remain effective in all respects, regardless of such different or additional facts which may be learned. The Parties hereby expressly waive any and all rights they may have under Civil Code section 1542 and any similar law of any other competent jurisdiction. Civil Code section 1542 provides as follows:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
10. No Admission of Liability. The Parties understand and agree that this Agreement constitutes a settlement and waiver of all existing disputes and Claims alleged or unalleged between the Parties arising from or related to the JP A, MOU, Automatic Aid Agreement, the Parties' joint use of Station 55, and/or the Claims between them, or any of them. Neither the settlement referred to in this Agreement, nor the execution of this Agreement shall constitute or be deemed or construed to be an admission by any Party of liability or fault of any kind with respect to such Claims, or any of them.
11. Non-assignment. No Party has sold, transferred, conveyed or assigned any of the rights or claims referred to in this Agreement, and neither this Agreement nor the rights hereunder may be assigned absent the written agreement of all the Parties.
12. Notices. Any notice or communication required hereunder between the Parties must be in writing, and may be given either personally, by electronic mail transmission ("email") (with original forwarded by regular U.S. Mail), by registered or certified mail (return receipt requested), or by Federal Express, UPS, or other similar couriers providing overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If given by email, a notice or communication shall be deemed to have been given and received upon actual receipt of the entire document by the receiving Party's email server.
Notices transmitted by email after 5:00 p.m. on a normal business day, or on a Saturday, Sunday or holiday, shall be deemed to have been given and received on the next normal business day. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of ( a) actual receipt by any of the addressees designated below as the Party to whom notices are to be sent, or (b) five ( 5) business days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) business days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below:
If to the City:
Settlement and Release Agreement
City of Newman
Attn: City Manager with copy to City Clerk
P.O. Box 787
Newman, CA 95360
Email: mholland@cityofn wman.go
City of Newman and West Stanislaus Fire Protection Services Page 9 of 12 With copies to:
If to the District:
With copies to:
White Brenner LLP
1608 T Street
Sacramento, CA 95811
Attn: Nubia Goldstein
Email: [email protected]
West Stanislaus County Fire Protection District
Attn: Fire Chief with copy to District Board Chair
22012 G Street
Crows Landing, CA 95313
Email: jfrye@we t tanfire..org
jlara@west tanfi~org
Ross & Schwartz, PC
350 Cambridge Ave. Suite 125
Palo Alto, CA 94306
Attn: William Ross
Christina Bellardo
Einail: wro [email protected]
cbe · lardo@la wro s. com
13. Modification of Agreement. This Agreement may be supplemented, amended, or modified only by a writing executed by both of the Parties.
14. Time of Essence. Time is of the essence for this Agreement and each section contained within this Agreement is made and declared to be a material, necessary, and essential part of this Agreement.
15. Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any public agencies, entities, persons, states, or firms represented or purported to be represented by such entities, persons, agencies, or firms and that all formal requirements necessary or required by the state or federal law in order to enter into this Agreement have been fully complied with and/or duly obtained. Further, by entering into this Agreement, neither Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.
16. Headings. The headings in this Agreement are included for convenience only and neither affect the construction or interpretation of any section in this Agreement nor affect any of the rights or obligations of the Parties to this Agreement.
17. Necessary Acts and Further Assurances. The Parties shall, at their own cost and expense, execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement, including without limitation all required and necessary resolutions of the governing bodies of each Party.
Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Services Page 10 of 12
18. Governing Law and Venue. This Agreement shall be governed and construed in accordance with the laws of the State of California. Venue for all legal proceedings arising from this Agreement shall be in the Superior Court of California in and for the County of Stanislaus with recognition that venue may be changed pursuant to California Code of Civil Procedure section 394, subdivision (a).
19. Attorney's Fees and Costs. If any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret provisions or the Parties' rights and obligations under this Agreement, or for relief in any way relating to or arising out of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.
20. Waiver. No covenant, term, or condition, or the breach of this Agreement shall be deemed waived, except by written consent of the Party against whom the waiver is claimed, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition.
21. Ambiguities and Representation by Counsel. Each Party affirms and acknowledges that it has read and fully understands the words, terms, conditions, and provisions of this· Agreement, is fully and entirely satisfied with the same, has been represented in the negotiation and execution of this Agreement by legal counsel of its choosing prior to the execution of this Agreement, and that each Party has participated fully in the review and revision of this Agreement. As a result, any rule of construction that ambiguities are to be resolved against the drafting Party does not apply in interpreting this Agreement.
22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. A facsimile or electronic signature shall be deemed the equivalent of the actual original signature. All counterparts so executed shall constitute one agreement binding on all Parties hereto.
[SIGNATURES FOLLOW ON NEXT PAGE]
Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Services Page 11 of 12 IN WITNESS WHEREOF, the Parties have caused this Stipulation to be executed by and through their respective, authorized officers or representatives:
CITY
CITY OF NEWMAN, a California municipal
law corporation
MICHAEL HOLLAND
City Manager
Date: ---------------
APPROVED AS TO FORM
MARIA FATIMA GIOLETTI, attorney for
the City of Newman
Settlement and Release Agreement
DISTRICT
WEST STANISLAUS COUNTY FIRE
DISTRICT, a special district of the State of
California
JAROD LARA
Chairman of the Board of Directors
Date:
WILLIAM A. ROSS, attorney for
West Stanislaus County Fire Protection
District
City of Newman and West Stanislaus Fire Protection Services Page 12 of 12
EXHIBIT A
(Legal Description)
The following described real property in the City of Newman, County of Stanislaus, State of California, commonly known as 1162 Highway 33, Vemalis, California, bearing Assessor's Parcel Number 128-014-004-000, being a portion of Block 70 in said City, more particularly described as follows:
BEGINNING at a point of intersection of the Northeasterly line of "N" Street (80 feet wide), with the Northwesterly line of Kem Street (80 feet wide); thence North 72° 56' 00" East along said Northwesterly line, being also the Southeasterly line of said Block 70, a distance of 170.00 feet to a point in a line parallel with and distant 50.00 feet Southwesterly, measured at right angles, from the original located center line of Southern Pacific Transportation Company's main tract (Tracy-Fresno); thence North 17° 04' 00" West along said parallel line 266.94 feet more or less, to a point that is distant thereon North 17° 04' 00" West 29. 75 feet more or less, from the Northerly line of Section 19, Township 7 South, Range 9 East, Mount Diablo Meridian; thence South 72°56' 00" West, 170.00 feet to a point in said Northeasterly line of"N" Street; thence South 17° 04' 00: East along said Northeasterly line, being also the Southwesterly line of said Block 70, a distance of 266.94 feet, more or less, to the point of beginning.
EXCEPTING THEREFROM that portion thereof lying below a depth of 500 feet, measured vertically, from the contour of the surface of said property, however, Grantor, or its successors and assigns, shall not have the right for any purpose whatsoever to enter upon, into or through the surface of said property or any part thereof lying between said surface and 500 feet below said surface, as set forth in deed recorded October 20, 1986, as Instrument No. 28352, Reel 153, Image 0772, Stanislaus County Records.
Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Services
EXHIBITB
(Joint Powers Agreement)
Settlement and Release Agreement
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RESOLUTION NO. 88-91
A -RESOLUTION APPROVING A JOINT POWERS AGREEMENT WITH WEST STANISIAUS COUNl'Y FIRE PROrECTION DISTRICT WHEREAS, the City of Newman and West Stanislaus County Fire Protection District are jointly undertaking a public in,provanent project, namely, construction of a fire station to house fire suppression equipment and vehicles belonging to l:oth parties; and
WHEREAS, the City COUncil .of the City of Newman has heretofore, by Resolution No. 86-70, duly adopted, declared certain p::>licies regarding acquisition of property for and construction of such a fire station and has in_- str:ucted the City to enter .into an agreeTIEntwith the West Stanislaus County Fire Protection District to equally share the cost of property, acquisition and developnent; and
WHEREAS, there has been prepared and presented to the City Council a Joint Powers Agreement for construction and equipping, operation and maintenance of a fire station, which Agreement has been reviewed by the City Council.
NCW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newnan as follCMs:
1. That that certain Joint Powers Agreeirent for construction and equippin operation and maintenance of a fire sta.tion with the West Stanislaus County Fire Protection District be, and the sarre hereby is approved upon the te:r::ms and conditions therein set forth.
2. That Janet Carlsen, as Mayor, and James D. Holden, as City Clerk, are authorized to execute said Agreerrent on behalf 9£ the City of Newnan.
3. That a copy of said Agreenent is attached hereto and marked Exhibit "A" and :rra.de a part hereof by this reference.
The foregoing resolution was introduced at a regular meeting of the City Council of the City of Newman held on the 8th day of November, 1988 ,by Councilman Krieger, who :rroved its adoption, which :rrotion was duly seconded and it was upon roll call carried and the resolution adopted by the following vote:
AYES:
NOES:
COUNCILMEN: Krieger, Donpe, Rodriguez, Rose, Mayor Carlsen .COUNCILMEN: None
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12 ABSENT: COUNCILMEN: None
ATI'EST:
APPROVED:
<S!fik~ Mayorfthe ~tyofNewroan
13 I hereby certify that .the foregoing is a full, oorrect and true copy of a l4 resolution passed by the City Council of the City of Newmm, a Municipal Cor15 poration of the County of Stanislaus, State of Califo_mia, at a regular meeting 16 held on Novanber 8 , 1988 , and I further certify that said resolution is in full 17 force and effect and has never been rescinded or nooi.fied. 18 19
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32 DATED: 1988.
City Clerk
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JOINr POWERS 1\GREEMENT FOR CONSTRUCl'ION AND muIPPING' OPERATION AND MAINrENANCE OF A FIRE STATION
THIS AGREEMENI' made and entered into this 8th day of November 1988, by and between the CITY OF NEWMAN, a Municipal Corporation of the County of Stanislaus, State of california, Party of the First Part, hereinafter called "CITY" , and WEST STANISLAUS COUNI'Y FIRE Pro:ra::TION DISTRICT, Party of the Second Part, hereinafter called "DISTRICT",
W I T N E S S E T H:
WHEREAS, Section 6500 _through 6514 of the Goveniment Code authorizes cities when authorized by their legislative oodies, to jointly exercise any ccmron to such city and state or any state department or agency, a county, city, a public corporation or public district of this state; and WHEREAS, each party hereto is authorized and required by law to provide fire protection in its jurisdiction; and
WHEREAS, each party recognizes that interjurisdictional oooperatioo is essential for effective fire protection and suppression; and WHEREAS, the City Council of the City of Newman has heretofore detennined that it is in the public interest, heal th and safety to uooertake a public :inp:rovement jointly with the WEST STANISLAUS muNl'Y FIRE ProrECTION DISTRICT described as the CITY OF NEWMAN - WEST STANISLAUS muNl'Y FIRE PROI'EC'l'ION DISTRICI' FIRE STATION; and
WHEREAS, the City Council of the City of Newman has heretofore, by Resolution No. 86-70, duly adopted, declared certain policies regarding acquisition of property for and construction of such a fire station and has instructed the City to enter into an agreement with the WEST STANISLAUS COUNI'Y FIRE Pror'ECTION DISTRICT to equally share the cost of property, acquisition and developnent.
NCM, THEREFORE, IT IS MUIUALLY AGREED between the parties hereto as follows:
l. That District, the present owner of the property located at the northeast conier of Kern and "N" (State Highway 33) streets in the City of upon which the fire station will be built, shall, upon execution of this agreemen ·-1- REV. 9/1/88
I
,·.,t
1 convey to the City, by grant deed, a good and sufficient title free and clear 2 of any and all encimbrances whatsoever, an undivided one-half _interest in said 3 property.. City shall pay District for said undivided one-half interest, one-half 4 of the cost thereof to the District, including interest, said funds to be paid 5 f:ran the proceeds of financing to be obtained through .the california Cities 6 Finance Corporation.
7 2, Plans and specif:i,cations for the fire station to be erected and 8 constructed and the site work to be done shall be reviewed by and nust be 9 approved by _the governing bodies .of both .parties. Engineering costs for pre10 paration of the plans and specifications shall be paid equally by both parties. 11 3. All costs incurred in the bidding process, incluling but not limited 12 to publication, preparing copies of the plans and specifipations and engineers 13 costs and fees in reviewing bids, shall be paid by the parties in equal shares. 14 4. It is conterrplated that City shall be the party calling for bids and 15 bids shall be o~ in the Council Cb.ambers of the City Hall iJ1 the City of 16 Newnan at .the time specified in the invitation for bids. No bid shall be 17 awarded unless first approved by .the governing body of both parties. 18 5. All costs of construction whatsoever and all site preparation oosts 19 shall be paid by the parties equally pranptly as same becane due and payable. 20 It is understood that financing for construction and site work is to be obtained 21 through california Cities Finance Corporation and the parties .shall share 22 equally in .the cost of obtaining such financing.
23 6. M3.intenance and operation costs of the site and building shall also be
24. paid for equally by both parties.
25 7, All equ:ipoont, except for IOObile apparatus, in, around and about the 26 building and the maintenance and the upkeep thereof .shall be paid for equally by 27 the parties. However, either party may contribute such items as it wishes to 28 equipping the building so .that it may be used as an efficiently operating fire 29 station, and such property artJ./or equir;ment shall remain .the separate property 30 of the party oontributing or loaning such property. The care and upceep of such 31 property and/or equiprent, however, shall be at the cost and expense of the 32 purchasing party, unless otherewise nutually agreed upon. -2- REV. 9/1/88
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l 8. There shall be no costs or _chaJ:ges to either of _the parties hereto 2 except as may be mutually agreed upon by the parties and authorized and approved 3 by the governing body of each party. Any additions am/ or I!Odifications to the 4 building are to be I1Uitually agreed upon by the governing bodies of both parties. 5 9. This agreement .shall becare effective inlrediately upon execution by 6 both parties, and shall continue .until teDui.nated as hereinafter provided. 7 'lhl.s agreement may be teminated at any time by mutual agrearent of the 8 parties.
9 A party may ter.minate its .participation in this agreement by giving 10 written notice of its intention so to do to the other party at least 12 ironths 11 12
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prior to the date of tel:rnination. .Should either party desire to purchase the rights of ownership from the other party, the price nust be mutually agreeable.
10. Each party shall be solely liable for negligent or wrongful acts or anissions of its representatives and enployees occurring in the perfo:i:nance of this agreerrent. If any party becanes liable for dairages caused by such parties solely negligent or wrongful acts or anissions, the negligent party shall pay such dairages without contribution by the other party.
Each party agrees to indermify, defend and save hannless the other party, its officers, agents and anployees, fran and against any and all claims and losses whatsoever accruing or resulting to any and all persons, finns or corporations fu.mishing or supplying wo.tk, services, materials or supplies in connection with their perfonnance of _this agreement, and from .any and all claims and losses accruing or resulting to any person, fillll or oorporation for dairage, injury or death arising out of or connected with the other party's.perfonnance of this agreement. Without limiting each party's indemnification, it is agreed that each party shall maintain in force at all times during . the perfoxmance of this agreement a policy or policies of insurance covering .all of its operations and apprq,riate to the services provided, including msurance for liability, theft and property damage.
11. All salaries for the officers of the respective parties hereto shall be borne by such party providing the officer, except as hereinab.ove provided.
12. ·'!he Fire Chief for the City of:Newm:m shall' be the designated·rnanager -3- REV. 9/1/88
l of the station for day to day maintenance.
2 IN WITNESS WHERIDF the City has hereto caused its corporate name to be 3 subscribed and its corporate seal to be ~rinted hereon by its officers thereto 4 duly authorized, and the District has hereunto caused its name to be subscribed 5 by its officers duly authorized, the date and year first above written. 6 7
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ST:
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CITY OF NBvMllN
&~ Mayoothe City of Newman
WEST STANISLAUS OOUNI'Y FIRE PRal'EX:TION
DISTRICT
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EXHIBITC
(Asset List)
The City is in possession of the following Assets that shall be retrieved by the District consistent with Section 3, subdivision (g) of this Agreement:
1. All Diesel Exhaust Fluid ("DEF")
2. Holmatro/Greenline GTR 5350 LP EVO 3 hydraulic rescue ram
3. 96" x 36" x 72" steel bulk rack
4. Ice Machine
Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Services Settlement and Release Agreement
EXHIBITD
(Memorandum of Understanding)
City of Newman and West Stanislaus Fire Protection Services Memorandum of Understanding Between the City of Newman and West Stanislaus County Fire Protection District For Cost Sharing of Fire Department Staff ·and Joint Equipment Purchases THIS AGREEMENT is made and entered into this 1st day of November, 2018, by and Between the CITY OF NEWMAN, a municipal corporation, hereinafter referred to as "City," and WEST STANISLAUS COUNTY FIRE PROTECTION DISTRICT, hereinafter called "District." City and District may be referred to in the Agreement individually as "City" and "District" and jointly as "Parties."
WITNESSETH:
WHEREAS, The City provides fire services within the City of Newman boundaries; and WHEREAS, The District provides fire services within the West Stanislaus County Fire Protection District Boundaries; and
WHEREAS, The City and District jointly utilize and train many of the same volunteers to serve within the boundaries of both the City and District; and
WHEREAS, In 1988, the City and District entered into a Joint Powers Agreement for the Construction and Equipping, Operations and Maintenance of a Fire.Station located at 1162 N Street; and WHEREAS, In 2004, the City and District agreed to jointly purchase a Fire Rescue Truck to serve as a first responder vehicle throughout City and District boundaries; and
WHEREAS, The City and District have been meeting periodically over that past several years to discuss the feasibility of a combined equipment purchasing program and the practicality of cost sharing personnel, and WHEREAS, The City and District believe an opportunity now exists to expand the level of cooperation to include paid . personnel that would serve within the command structure of both the City and District; and WHEREAS, The City and District elect to initiate a two-year pilot project to (1) expand and enhance the performance of shared command structure, (2) develop a single, unified training and operations program, and {3) deliver more efficient and cost effective fire protection and prevention services to the City and District, and WHEREAS, Subcommittees from the City and District legislative boards agree to meet semi-annually to assess the pilot program, discuss ways to improve its operation and to jointly hear from the City's City Manager and District's Fire Chief.
NOW, THEREFORE, Newman and West Stanislaus County Fire Protection District agree as follows:
Section 1. Term.
This agreement shall be effective commencing on November 1, 2018, and shall continue through October 30, 2021. This agreement shall automatically renew for an additional three {3) years unless either party provides notice as provided herein.
1) Termination without Cause. Either party may terminate this agreement without cause or file notice of nonrenewal by providing no less than six (6) months prior written notice of its intent of termination or non-renewal. 2) Termination for Cause. Either party may terminate this agreement for cause upon serving a written Notice to Cure Default, therein specifying the acts or omissions constituting the alleged default and demanding that the default be cured within thirty {30) days. If the default remains uncured or if there is no good faith attempt to cure the alleged default during said 30-day period, termination shall be effective at the end of the default cure period. Termination for case shall include any of the following:
a) Failure by either party 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 or District employee, official or agent in the course of delivering service pursuant to the terms of this agreement. 3) Temporary Suspension. In the event of an unforeseeable financial shortfall occurring to either party that prevents its full compliance with this agreement, such occurrence shall be deemed to be an unavoidable event.
Should such an event occur, the Managers and sub-committees of each board agree to promptly meet and confer during which time both parties shall be temporarily excused from having to pay shared costs as required by this agreement provided, however, that any required payment shall be deferred, not excused, for the affected period of time. If such period shall exceed beyond thirty (30) days, or such other period as agreed upon in writing, then either Party may terminate this Agreement immediately 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.
Section 2. Implementation
To the extent feasible, the City and District desire to accomplish implementation of an enhanced command and administrative structure and equipment purchasing program. Both parties agree to work cooperatively to implement the Shared Personnel Program and Joint Equipment Purchase Program to mutually benefit each party. 1) Shared Personnel Program. The City and District agree to initiate this program with a single position that shall serve in the command and administrative structure. This position will serve as the Newman Fire Chief; while being classified and performing as a Division Chief within the District structure. The final job description and title will be developed by the City Manager and District Fire Chief. Final approval of the title, description and pay schedule shall be the Newman City Council. a) Cost Share: The position shall be an employee of the City of Newman, accordingly, the City's terms and conditions of employment will apply. Employment related costs for wages and benefits shall be shared between the City and District, with sixty {60%) percent of the total employment cost assigned .to the City and forty {40%) percent of the total cost assigned to the District. City will be responsible for administering all wages and benefits provided, including the provision of any take-home vehicle, fuel and insurance. City shall bill and the District shall reimburse their respective cost on a quarterly basis. b) Reporting/Supervision. In the City, the employee will report to the City Manager or designee in the City Manager's absence. In the District, the employee will report to the Fire Chief. The City and District agree to meet annually to discuss the performance of the employee. c) Vehicle. Vehicle insurance, privileges, and fuel and maintenance requirements shall be provided and determined by City. Replacement of the existing vehicle will be included in the Joint Equipment Replacement Program identified in Section 2.2.
d) Travel, meetings and conferences attendance. Travel, meetings and conference attendance related exclusively to the employee's position shall be provided jointly between City and District pursuant to the cost distribution formula in this agreement. The City and District shall jointly approve which meetings and conferences employee should be attended.
e) Daily work location. The employee shall maintain a primary office at the Newman Station. However, it is recognized that the employee will be required to attend meetings, training and other events throughout the District and Stanislaus County.
f) Communications with Officials. The employee shall be responsible for attending regular staff meetings held by the City Manager and the District's Fire Chief. • g) Attendance at City and District meetings. The employee shall attend all City Council meetings and District Board meetings as required by the District's Fire Chief. h) Performance evaluation. The employee's performance shall be evaluated annually and jointly by the City Manager and District's Fire Chief, subject to City's personnel rules and practices. i) Discipline. In the event the employee is subject to discipline for performance or other work-related deficiencies, integrity issues, violations of terms and conditions of employment, or any actions that call into question the employee's fitness to continue serving in the position or otherwise warrants disciplinary actions, City employment rules and regulations shall govern: The City agrees to involve the District Chief in all decision relating to the discipline of the employee but retains the final authority. j) Termination. In the event of termination, the Parties will work together to name an interim replacement and conduct a recruitment/selection process for the purpose of identifying and hiring a successor. Hiring shall be subject to City's recruitment practice and employment rules and regulations.
No successor will be hired prior to the City Manager and District Chief presenting their recommendation to a joint meeting of sub-committees representing each of the two governing boards. 2) Joint Equipment Purchase Program. The City and District desire to standardize the equipment being used by fire suppression and protection personnel throughout the City and District. To this end, the Parties agree to work together to develop one consistent and standardized purchase, maintenance, and replacement program for equipment, vehicles and other pieces of necessary apparatus. Said program shall be adopted by each of the governing boards prior to its implementation. Unless otherwise agreed upon, both Parties agree that the cost of purchases will be split 50/50.
3) Governance. The City and District shall retain all-policy making authority for their respective agencies; including approval of the annual budgets.
4) Mutual Indemnification. DISTRICT shall hold harmless, defend, and indemnify, CITY and its elective and appointive boards, officers, agents, employees, attorneys, and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of DISTRICT, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of CITY. CITY shall hold harmless, defend, and indemnify, DISTRICT and its elective and appointive boards, officers, agents, • employees, attorneys, and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of CITY, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of DISTRICT. It is the intention of DISTRICT a'1d CITY that the provisions of this section be interpreted to impose responsibility on each party for the negligence and willful misconduct of their respective directors, officers, agents, employees, attorneys, and duly authorized volunteers. 5) Dispute Resolution.
a) Cure. In the event a Party fails to perform pursuant to the terms and conditions of this agreement, the Party to whom an obligation is owed will provide the nonperforming Party with at least 30 days prior written notice of said non-performance, upon which the non-performing Party will have the opportunity to comply with the request for performance, or in the event of continued nonperformance, the Parties shall have the right to then pursue any and all available legal remedies. b) Failure to give Notice. Failure to give, or delay in giving, Notice of Default shall not constitute a waiver of any obligation, requirement or covenant required to be performed hereunder. Except as otherwise expressly provided in this Agreement, any failure or delay by either Party in asserting any rights and remedies as to any breach shall not operate as a waiver of any breach or of any such rights or remedies. Delay by either Party in asserting any of its rights and remedies shall not deprive such Party of the right to institute and maintain any action or proceeding which it may deem appropriate to protect, assert or enforce any such rights or remedies. 6) Notice to be given. Any notice required or permitted to be given or served pursuant to this agreement shall be effected by delivery of the same as follows:
To City:
City of Newman
Attn: City Manager
P.O. Box 787
Newman, CA 95360
To District:
West Stanislaus County FPO
Attn: Fire Chief
P.O. Box 565
Patterson, CA 95363
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 modification to the other Party and calling attention to this Agreement.
7) General Provisions.
a) No Waiver. No delay or omission in exercising any right or remedy of 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. b) Compliance with All Laws. Both Parties shall comply with all applicable local ordinances, and state and federal statutes, laws, and regulations including but not limited to, laws governing conflicts at all times during the performance of this Agreement.
c) No Third Party Beneficiary. It is the intent of both Parties that nothing in this agreement shall create any third-party beneficiary rights.
d) Force Majeure. Neither Party shall be considered to be in default in the performance of any material obligation under this Agreement when a failure or performance shall be the result of a Force Majeure 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 relived of its obligation to perform if such failure is due to causes arising out of its own negligence or due to matters under its control which it fails to remedy within a reasonable time frame. Either Party rendered unable to fulfill any of its obligations under Agreement by reason of a Force Majeure 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.
e) Severability. In 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 be effective if it materially changes the benefits or obligations or either Party hereunder. f) Integrated Agreement. This Agreement, which includes the recitals and all exhibits and attachments, constitutes the entire understanding of both Parties with respect to the subject matter herein. NO representation, expressed or implied, that is not set forth herein shall be binding or have any force or effect.
g) 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.
h) Venue. This contract is governed by the laws of the State of California. Any state law dispute shall be filed in Stanislaus County Superior Court and any matter in federal court shall be filed in California Eastern District of the United States District Courts.
IN WITNESS THEREOF, the Parties hereto have executed this Agreement as of the dates set forth above.
WEST STANISLAUS FIRE PROTECTION DISTRICT
siif.lzc~airman
2?-::TJfBW::2
Michael Holland, City Manager
RESOLUTION NO. 2018-004
A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING (MOU)
BETWEEN THE CITY OF NEWMAN AND WEST STANISLAUS COUNTY FIRE
PROTECTION DISTRICT (AGENCIES) FOR COST SHARING OF FIRE DEPARTMENT
STAFF AND JOINT EQUIPMENT PURCHASES AND AUTHORIZES THE FIRE CIDEF TO
EXECUTE SAID AGREEMENT
WHEREAS, the West Stanislaus County Fire Protection District has put a high priority on providing the best quality services to its citizens: and WHEREAS, currently Fire-Division Chief Keith Bowen has a position that was established under the previous MOU: and
WHEREAS, the term of the pervious MOU was automatically renewed: and WHEREAS, the two agencies have held meetings in the past to discuss an agreement that would cost share a joint Chiefs position as well as a joint equipment purchasing program: and WHEREAS, on September 8, 2015, at ajoint meeting, the Agencies reviewed a draft agreement and subsequently their respective boards approved the agreement on October I, 2015: and WHEREAS, the Agencies believe it would be beneficial to increase mutual collaboration: and WHEREAS, the Board of Directors is desirous of entering into a contract with the City of Newman: and
WHEREAS, the BoardofDirector of the West Stanislaus County Fire Protection District has determined it would be in the best interest of the District to enter into a MOU with the City of Newman . • NOW, THEREFORE, BE IT RESOLVED that the West Stanislaus County Fire Protection District Board of Directors hereby authorizes the Fire Chief to sign a Memorandum of Understanding with the City of Newman regarding the cost sharing of a joint Fire-Division Chief position; as well as a joint equipment purchasing program.
The foregoing resolution was introduced at a regular meeting of the Board of Directors of the West Stanislaus County Fire Protection District held on the 8th day of October, 2018 by Director Maring, who moved its adoption, which motion was duly seconded by Director Haile and it was upon roll call carried and the.resolution adopted by the following roll call vote:
AYES: Steve Pedrazzi, Bob Kimball, Jason Jasper, Jon Maring, and Diana Haile NOES: None
ABSENT: None
Chairman of the Board of Directors
Settlement and Release Agreement
EXHIBITE
(Automatic Aid Agreement)
City of Newman and West Stanislaus Fire Protection Services
AUTO MA TIC AID AGREEMENT BETWEEN
CITY OF NEWMAN
AND
WEST STANISLAUS COUNTY FIRE PROTECTION DISTRICT
THIS AGREEMENT, is made and entered into by and between, the City of Newman (hereinafter referred to as "City") and the West Stanislaus County Fire Protection District (hereinafter referred to as "District").
WHEREAS, the parties hereto are geographically located in proximity to each other within the County of Stanislaus and the City of Newman and;
WHEREAS, it is in the parties mutual benefit that each render reciprocal supplemental assistance in the event of fire or other local fire department related emergencies of a type common to both parties not covered by or within the scope of the California Emergency Management Agency and Civil Defense Master Mutual Aid Agreement, but constituting socalled day-to-day automatic aid arising out of convenience rather than out of extraordinary necessity;
WHEREAS, both parties already benefit from other shared agreements including equipment, apparatus and facilities but desire to define the roles and responsibilities during emergency response;
NOW THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows:
I. OPERATIONAL RESPONSE OF AUTOMATIC AID
a. A written operational Response Plan shall be mutually agreed upon by the Fire Chiefs of both agencies. This plan shall include specific boundaries of response, emergency response guidelines, jurisdictional responsibility, communications and resource availability.
II. COMMAND AUTHORITY
a. Responsible Jurisdiction to Have Command Authority
i. When either City or District responds auto-aid into the neighboring jurisdiction under this Agreement, the Incident Commander of the responsible jurisdiction shall be in command of all staffing and equipment committed to the incident; however, the first officer at the scene will be in command even if it is not their jurisdiction. Command will then be reasonably passed to the first officer at the incident that has jurisdiction of that incident.
b. Judicious Use of Personnel and Equipment
1. It shall be the responsibility of the Incident Commander of the responsible jurisdiction to utilize the staffing and equipment from the jurisdiction providing aid only to the extent that is required to bring the emergency under control.
Automatic Aid Agreement
Between City of Newman and
West Stanislaus County Fire Protection District
aid request within the incorporated area of City of Patterson ONLY if the shared personnel, apparatus, and facilities are the second out. vi. District will bear its own exposure for workers compensation anytime the shared personnel, apparatus, and facilities are used for an automatic/mutual aid request within the incorporated area of City of Patterson ONLY if the shared personnel, apparatus, and facilities are the first out.
c. It is understood and agreed that neither City nor any officer or employee thereof, shall be responsible for any damages or liability incurred by reason of any act of omission by District, its officers, or employees or in connection with any work, authority, or jurisdiction delegated to District under this Agreement. It is also understood and agreed that pursuant to Government Code Section 895.4, District shall fully indemnify and hold harmless City from any damage or liability incurred by reason of any act or omission by District, its officers, or employees, under or in connection with any work, authority or jurisdiction delegated to District under this Agreement.
d. It is understood and agreed that neither District nor any officer or employee thereof, shall be responsible for any damages or liability incurred by reason of any act of omission by City, its officers, or employees or in connection with any work, authority, or jurisdiction delegated to City under this Agreement. It is also understood and agreed that pursuant to Government Code Section 895.4, City shall fully indemnify and hold harmless District from any damage or liability incurred by reason of any act or omission by City, its officers, or employees, under or in connection with any work, authority or jurisdiction delegated to City under this Agreement.
VI. GENERAL LIABILITY & AUTO LIABILITY
a. District shall maintain commercial general liability and auto liability coverages in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage. When obligated to indemnify the City, District's general liability coverages shall be primary and shall not seek contribution from the City's coverage, and be endorsed to provide that City and its officers, officials, employees, and agents shall be additional insureds/additional covered parties under such policies.
b. City shall maintain commercial general and auto liability coverages in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, and property damage. When obligated to indemnify the District, City's general liability coverages shall be primary and shall not seek contribution from the District's coverage, and be endorsed to provide that District and its officers, officials, employees, and agents shall be additional insureds/additional covered parties under such policies.
VII. AGREEMENT NOT FOR BENEFIT OF THIRD PARTIES
a. This Agreement shall not be construed as, or deemed to be, an agreement for the benefit of any third party of parties, and no third party or parties shall have any Automatic Aid Agreement
Between City of Newman and
West Stanislaus County Fire Protection District
vi. City will respond within the city limits of Patterson City identified on the map. (Attachment D)
b. Type of Incidents
Type of Response
i. Automatic Aid to City and District shall be utilized whenever there is an incident that requires at least a two-engine response. Examples include the following incidents, but are not limited to:
l. Commercial Vehicle Fires
2. Vehicle Fire Threatening a Structure
3. Structure Fires (Potential or Working)
4. Vegetation Fires
5. Hazardous Materials Incidents
ii. City automatic aid response shall consist of one Engine Company with a minimum of 1-0 staffmg, responding into the area delineated and identified by the map. City will provide an engine that has capabilities similar to that of a type I engine.
iii. District automatic aid response shall consist of one Engine Company with a minimum of 1-0 staffing, responding to the areas delineated and identified on the map. District will provide an engine that has capabilities similar to that of a type 1 engine.
1v. City and District shared personnel, apparatus, and facilities will be utilized as a local jurisdictional resource. (Station 55)
c. Guidelines Governing Response and Commitment to an Emergency i. Immediate emergencies that require the use of red lights and sirens by responding fire vehicles shall be a part of this Agreement. Non-Immediate calls such as public service assists, post fire investigations, and other responses that do not require the use of red lights and sirens shall not be a part of this Agreement; these calls shall be handled by the responsible jurisdiction.
ii. Paid Call-Volunteer Firefighters will be paged out to respond out of their home jurisdiction into the other jurisdictions. If the requested engine is cancelled, all Paid Call-Volunteer Firefighter response from that jurisdiction is also cancelled. Compensation for Paid Call-Volunteer Firefighters will remain the responsibility of their home jurisdiction. iii. When both jurisdictions are responding to an emergency along a common border, and jurisdictional responsibility has been identified by arriving units, the jurisdiction providing aid in accordance with this Agreement shall work under the direction of the responsible jurisdiction. iv. The jurisdiction providing aid shall remain on the scene of the emergency until released by the Incident Commander of the responsible jurisdiction.
Such release shall be as expeditious as possible.
Automatic Aid Agreement
Between City of Newman and
West Stanislaus County Fire Protection District
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as the day and year first hereinabove written.
City of Newman
~~ ~- ~ Graham, Mayor
City Council Member
Date
FPD
Date
Jeff
s-,o-ao~1
Date
EXHIBIT F
(Personal Protective Equipment Waiver and Release)
Settlement and Release Agreement
City of Newman and West Stanislaus Fire Protection Services
ACCEPTANCE OF PERSONAL PROTECTIVE EQUIPMENT
AND INDEMNIFICATION AGREEMENT
This Acceptance of Personal Protective Equipment (PPE) and Indemnification Agreement (the Agreement) is made and effective __________ (Effective Date), by and between the City ofNewman (City or Newman) and the West Stanislaus County Fire Protection District (District) (singly, a Party, and collectively, the Parties), for exclusive use of jointly or individually acquired PPE.
RECITALS
WHEREAS, City provides fire protection and related emergency services within the City's jurisdictional boundaries through the City ofNewman Fire Department, whereas District provides fire protection services within its jurisdictional boundaries including in the unincorporated areas in west Stanislaus County bordering the cities of Newman and Patterson; WHEREAS, pursuant to that certain JOINT POWERS AGREEMENT FOR
CONSTRUCTION AND EQUIPPING, OPERATION, AND MAINTENANCE OF A FIRE STATION entered into between the Parties on or around November 8, 1988 (JPA), the Parties jointly constructed, owned, operated, and have maintained a fire station located on the northeast comer of Kem and "N' Streets (State Highway 33) in the City of Newman (Station 55), to provide ·fire protection services to.the public;
WHEREAS, Pursuant to the JP A, the Parties agreed to share operational and maintenance costs of Station 55 on an equal, 50/50 basis;
WHEREAS, in conjunction with the JP A, the City and the District jointly own and/or have acquired PPE currently assigned to specific volunteer fire fighting personnel associated with one or both Parties, which the Parties now wish to distribute to a single Party in exchange for a waiver and release of all duties, obligations, claims, and liabilities associated therewith from the other Party and its agents, employees, successors, and assigns;
WHEREAS, the Parties have agreed to terminate the JP A effective August 31, 2026 pursuant to that certain PRELITIGATION SETTLEMENT AND RELEASE AGREEMENT between and CITY OF NEWMAN and WEST STANISLAUS COUNTY FIRE PROTECT DISTRICT dated August 31, 2026 (Settlement Agreement);
WHEREAS, pursuant to section 2(H) of the Settlement Agreement, the Parties agreed to the following:
Each item of PPE shall remain with the firefighter for whom it was purchased, and such firefighter may continue to use the PPE in providing fire protection services for the City, the District, or both, as applicable. The Parties agree that unless a firefighter continues with both agencies a mutual release of liability will be executed if the PPE follows a firefighter to only one agency.
WHEREAS, the following former jointly associated fire protection services volunteer:
__________________ ! (Volunteer) was issued, provided, and/or assigned certain PPE, including without limitation, as set forth more particularly in Exhibit A hereto (Subject PPE), to be utilized by Volunteer in the performance of fire protection services for the Parties; 1 WHEREAS, the Party releasing the PPE and liability associated therewith pursuant to this Agreement shall be known as the Released Party, whereas the Party accepting the PPE and all liability associated therewith pursuant hereto shall be known as the Recipient Party; WHEREAS, Volunteer no longer provides fire protection services for I I [City or District] and has advised that performance of duties or tasks requiring PPE will continue for the other Party, including without limitation emergency response, fire suppression, and safety training services; WHEREAS, the Released Party does not wish to incur liability in connection with the Recipient Party's use of the PPE after the PPE is transferred to the Recipient Party hereunder, and Recipient Party is willing to hold the Released Party and all other covered parties harmless subject to the following agreed upon terms and conditions. .
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the adequacy and sufficient of which are hereby acknowledged, and based upon the foregoing Recitals which are incorporated as provisions of this Agreement by this reference, the Parties agree to the following:
1. "AS IS" Condition. The Recipient Party shall take possession and ownership of the Subject PPE in an "AS IS" condition. The Parties acknowledge and agree that the Released Party makes no representations or warranties, express or implied, as to the condition of the Subject PPE or its fitness for any purpose, and the Released Party disclaims all warranties, including but not limited to any warranty of fitness for a particular purpose or merchantability.
2. Use of Subject PPE. The Parties acknowledge and agree that regardless of which Party or agency name or label may be listed on and/or associated with the Subject PPE, the Recipient Party shall utilize the Subject PPE for any lawful purpose it may determine, in its sole discretion, to be appropriate, including without limitation for emergency response, fire suppression, and safety training purposes, deployment, and/ or donation, regardless of jurisdiction.
3. Transfer of Subject PPE. Released Party shall ensure that all items identified on the Subject PPE List attached hereto as Exhibit A been transferred to the Recipient Party as of the Effective Date of this Agreement. The Released Party shall make the Subject PPE available for transfer and ensure that all such Subject PPE is listed on Exhibit A hereto, at which time the Fire Chief, or designee, of the Released Party and Volunteer shall each sign this· Agreement attesting to Volunteer's receipt and acceptance of the Subject PPE. The Releasing Party shall photocopy such executed version of this Agreement and provide such copy via facsimile, email, or personal delivery to the Recipient Party and provide a hard copy to the Volunteer. The Recipient Agency shall verify receipt of same and return a fully-executed version of this Agreement to the Released Party within three (3) business days of the Effective Date of this Agreement. The Parties understand and agree that the Subject PPE will not be put into service and/or used by the Recipient Party or Volunteer until the fully executed form of this Agreement is delivered to the Released Party via email, fax or hand delivery.
4. Indemnification. In consideration for its one-half undivided interest in the Subject PPE in an "AS IS" condition and based on the other terms and conditions of this Agreement, the Recipient Party, for itself and its elected officials, officers, employees, attorneys, successors, agents, and assigns, shall protect, defend, indemnify and hold Released Party harmless from all costs, expenses, claims, causes of action and damages (including, without limitation, reasonable attorney fees and costs), which in any way arise from the use and/or transfer of the Subject PPE pursuant to this Agreement immediately upon the Effective Date herein.
2 5. Repairs and Certification. Recipient Party accepts responsibility for any and all existing or future damage or defects to the Subject PPE and any related costs associated with and/or arising therefrom from the Effective Date of this Agreement. Inspection, maintenance, cleaning, certification, and all other safety and upkeep required for Subject PPE shall be the sole responsibility of the Recipient Party as of said Effective Date, whereupon Recipient Party shall be solely responsible for determining whether the Subject PPE is suitable and safe for any continued use, hazard evaluation, removal from service, and/or compliance with any and all applicable workplace safety requirements.
6. Attorney's Fees. If any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret provisions or the Parties' rights and obligations under this Agreement, or for relief in any way relating to or arising out of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.
7. Entire Agreement. This document constitutes the entire Agreement between the Parties and supersedes any prior written or oral communications on the same subjects covered by this Agreement.
8. Amendments. Amendments to this Agreement shall be in writing and made only with the mutual written consent of all parties to the Agreement.
9. Controlling Law; Venue. This Agreement shall be governed and construed in accordance with the laws of the State of California. Venue for all legal proceedings arising from this Agreement shall be in the Superior Court of California in and for the County of Stanislaus with recognition that venue may be changed pursuant to Code of Civil Procedure section 394, subd. (a).
10. Severability. If any part of this Agreement is found to conflict with applicable laws, that Agreement part shall be inoperative, null and void insofar as it conflicts with said laws, but the remainder of this Agreement shall remain in full force and effect.
11. Approved as to Form. This Agreement is approved as to form by both Parties legal counsel and shall be incorporated as Exhibit F in the Settlement Agreement.
12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. A facsimile or electronic signature shall be deemed the equivalent of the actual original signature. All counterparts so executed shall constitute one agreement binding on all Parties hereto.
IN WITNESS THEREOF, the City and the District execute this Agreement on the date indicated opposite his/her signature below.
[SIGNATURES ON NEXT PAGE]
3 CITY
CITY OF NEWMAN, a California municipal
law corporation
[Name]
Fire Chief
Date: --------------
DISTRICT
WEST STANISLAUS COUNTY FIRE
DISTRICT, a special district of the State of
California
[Name]
Fire Chief
Date:
4 Item
SCBA Mask
Boots
Gloves
Helmet
Jacket/Coat
Pants
Item
Short Sleeve
Shirt
Long Sleeve
Shirt
Pants
Item
Boots
Gloves
Helmet
Jacket/Coat
Pants
Manutacture
Manutacture
Manutacture
EXHIBIT A
(Subject PPE List)
STRUCTURE GEAR
SNL/D No. Issue Date Last lns12.ected
UNIFORM GEAR
SNL/D No. Issue Date Last lns12.ected
WILDLAND GEAR
SNL/D No. Issue Date Last lns12.ected
Condition
Condition
Condition
I, _______________ was issued the above items in this Exhibit A and attest to the following (select one):
_ is true and accurate to the best of my knowledge; or
_ the following amendments should be made:
Signed Printed Date
5