ATTACHMENT B
(A5713 – ERICA Original
Agreement)
RESOLUTION NO. 08- 03
A RESOLUTION OF THE EASTERN RIVERSIDE COUNTY INTEROPERABLE
COMMUNICATIONS AUTHORITY AMENDING THE JOINT OF EXERCISE OF
POWERS AGREEMENT FOR THE EASTERN RIVERSIDE COUNTY
INTEROPERABLE COMMUNICATIONS AUTHORITY(" ERICA") TO ADD THE
CITY OF BEAUMONT AS A MEMBER AGENCY
WHEREAS, theCity of CathedralCity, City of DesertHot Springs, City of Indio, and City of PalmSpringshaveformedtheEasternRiversideCountyInteroperableCommunications Authority (" ERICA") pursuant to the Joint Exercise of Powers Agreement for the Eastern RiversideCountyInteroperableCommunicationsAuthority, referredto as "ERICA," datedJuly 16, 2008 (", TPA Agreement").
WHEREAS,thepurposeof ERICA is to acquire, plan, design, finance, construct, operate andmaintaina regionalcommunicationssystemservingthe CoachellaValley andindividual political jurisdictions therein.
WHEREAS, the regionalcommunicationssystemwill generallyconsistof (1) a 800 MI-Iz ASTRO P257.4 NarrowbandVoice Trunking System, which includesa two-site, eleven- channel, linear simulcastsystemandsystemmanagement, (2) severalMCC7500 IP Dispatch ConsoleSystem, (3) conventionalbackup stationsat all MemberAgencyPolice Departments, and ( 4) a Microwave Radio System (the `Eastern Riverside County Interoperable CommunicationsAuthority Project" or" ERICA Project").
WHEREAS, the City of Beaumontis in the processof acquiringandconstructinga communicationsinfrastructurethatwill becompatiblewith the ERICA project andis interested in integratingits communicationinfrastructureinto the ERICA. Projectto expandthe regional coverage of ERICA.
WHEREAS, the City of Beaumont desires to acquire and construct its communication infrastructureandjoin theERICAJPAasa "MemberAgency" withdecision-makingauthority over the operation and maintenanceof the ERICA Project subject to the terms and conditions of the following Amendment to the. TPA Agreement.
NOW, THEREFOREBEIT RESOLVEDthattheBoardof Directorsof ERICAhereby amends the Joint Exercise of Powers Agreement as follows:
SECTION 1: The introductory paragraphon page I of the Agreement is revised asfollows:
This Joint Exercise Of Powers Agreement for THE EASTERN RIVERSIDE COUNTY INTEROPERABLE COMMUNICATIONS AUTHORITY ( the
Agreement") is entered into as- 44he- l4ffi.. by and among the
CITY OF BEAUMONT, CITY OF CATHEDRAL CITY, CITY OF DESERT 01700 1
HOT SPRINGS, CITY OF INDIO, AND CITY OF PALM SPRINGS, hereinafter collectively referred to as " Member Agencies" and individually as Member Agency").
SECTION 2: Section 3. 0, " ERICA PROJECT FUNDING," subsection 3. 1, " ERICA Implementation Costs" is hereby amendedto read as follows:
The City of Indio has incurred reasonable attorneys' fees and other technical consulting fees to facilitate the creation of ERICA and preparation of this Agreement (" ERICA Implementation Costs"). Each Member acknowledges that these serviceshave benefited all of the Member Agencies. Accordingly, each Member agreesto reimbursethe City of Indio for a proportionalshareof the ERICA ImplementationCostswithin thirty (30) daysof the effectivedateof this Agreement. Each Member shall be responsible for a twenty- five percent (240%) share or nineteeathousand five hundred dollars ( acro T of the total ERICA Implementation Costs of seventy eight thousand dollars ($ 78, 000.00).
SECTION 3: Section 3.0, " ERICA PROJECT FUNDING," subsection 3.2," Backbone System" is hereby amended to read as follows:
a. Backbone System Funding: Each Member Agency, extent for the City of Beaumont,which is subjectto the requirements of subsection3.2 (c). shall make a financial contribution to ERICA to allow ERICA to fund the purchaseand installation of the components described in Exhibit A to this Agreement ( the Backbone System"). Each Member Agency shall equally share in the costs of Backbone System ("Backbone Costs") and shall be responsible for twenty- five percent( 25%) of the total Backbone System costs.
C. City of Beaumont Contribution and Funding.
I. The Member Agencies acknowledge and agree that the City of Beaumont will incur approximately $ 1.1_m_illion in costs to acquire and constructthe necessaryinfrastructure to expand coverageof the Backbone System Beaumont Infrastructure"), which will be mutually beneficial to all of the Member Agencies (" Beaumont Infrastructure Costs"). The City of Beaumont acknow_ 1_edges and agrees that the other Member Agencies have made an initial capital investment in the Backbone System of approximately $ 1.45 million and drat the City of Beaumont's initial capital investment in the Backbone System shall beequal to eachMember Agency' s investment.
2, As a condition of membership into ERICA, the City of Beaumont shall ( 1) acquire and construct the infrastructure necessaryto expand the coverage of the Backbone System, and 2 make a financial contribution to 613700 1
ERICA in an amount that equals the difference between Beaumont' s Infrastructure Costs and the other Member Agencies initial ca ital investment of
1. 45 million " Beaumont Financial Contribution"). Once the final amount of the Beaumont Financial Contribution is determined the Member A enc Board of Directors or the Technical Advisory Committee shall approve a Beaumont funding plan that includespolicies or proceduresfor transferrin funds from Beaumont to ERICA in accordancewith an timeframes or milestones setforth in the plan.
3. The Cfty of Beaumont further agrees that all decision- making responsibilityregponsibility relating to the operation and managementof the Beaumont Infrastructure shall be transferred to ERICA.
SECTION 3: Section 3. 0, " ERICA PROJECT FUNDING," subsection 3. 3, " Operation and MaintenanceFunding" is hereby amendedto read as follows:
a. Operation and Maintenance Funding. Unless otherwise determinedby the MemberAgency Board of Directors, eachMemberAgency shall be responsible for twenty- five percent ( 2-50%) of the costs of ongoing operation and maintenance (" O& M") of the Backbone System. The O& M costs shallincludeanyongoingcoststo leaseor purchaserealpropertyto accommodate the Backbone System.
SECTION 4: Section 10.3, "Notices," is hereby amendedto read asfollows:
City of Beaumont
550 East 6th Street
Beaumont, CA 92223
Attn: City Manager
SECTION5: This Amendmentshallnot becomeeffectiveuntil andunlessthe City of Beaumont City Council approvesthe Joint Exercise of Powers Agreement for the EasternRiversideCountyhrteroperableCommunicationsAuthority, as amended by this Resolution, and executes a Memorandum of Execution of the JPA Agreement, as amended.
GU7UU. 1
PASSED, APPROVEDAND ADOPTEDby theBoardof Directorsonthis I lth dayof December,2008, by thefollowing vote:
AYES: WEIGEL, GILBERT, MATAS, VASQUEZ
NOES: None
ABSTAINED: None
ABSENT: None
Weigel
Chairman, Board of Directors
A ° ' @iCCaAS r up,
ozo xi
61.770U I
JOINT EXERCISE OF POWERS AGREEMENT FOR TIIE
EASTERN RIVERSIDE COUNTY INTF, ROPF. RABLE COMMUNICATIONS AUTHORITY, REFERRF, D TO AS " ERICA"
This Joint Exercise Of Powers Agreement for THE EASTERN RIVERSIDE COUNTY INTEROPEAABLE COMMUNICATIONS AUTHORITY ( the " Agreement') is entered into as ay of G 2008 by and among the CITY OF CATHEDRALof tlte& CITY, CITY OF DESERT HOT PRINGS, CITY OF INDIO. AND CITY OF PALM SPRINGS, (hereinaftercollectively referred to as "Member Agencies" and individually as Member Agency").
RECITALS
A. WHEREAS, the California Joint Exercise of Powers Act ( California Government Code, "Title 1, Division 7, Chapter 5) ( the " Act") authorizes the Member Agencies to enter into an agreementfor thejoint exerciseof any power common to them; and B. WHEREAS, the Member Agencies have the common powers, under their respectivesovereignandpolice powers, to acquirereal, personalandintangiblepropertyandto plats, design, finance, construct, operate, and maintain public safety radio communication systems, facilities and related structures, and appurtenances and incidental improvements thereto; and
C. WHEREAS, the Member Agencies have determined that the joint exercise of thesecommonpowersthroughthis Agreementand the creationof a joint powersERICA to acquire, plan, design, finance, construct, operateand maintain a regional communications system serving the Coachella Valley and individual political jurisdictions therein serves the public interest; and
D. WHEREAS, the regional communications systentwill generally consist of( 1) a 800 MHz ASTRO P25 7.4 Narrowband Voice Trunking System, which includes a two-site, eleven- charutel, linear simulcast system and system 1ttanagement, (2) several MCC7500 IP DispatchConsoleSystem, (3) conventionalback up stationsat all Member Agency Police Departments, and (4) a MicrowaveRadioSystem (the "EasternRiversideCountyInteroperable Communications Authority" Project or" ERICA" Project; and E. WIIEREAS, the ERICA Project will provide an improved and integrated regionalpublic safetyradio systemthat will provide, amongotherthings, regionalemergency dispatchfunctionsthat will be an essentialelementof eachMemberAgency's 911 emergency response system; and
F. WHEREAS, the Member Agencies have further determined that the ERICA Project, to which Member Agencies and non-member agenciesmay join ERICA subject to the provisions set forth herein, should be undertakenin order to meet public safety communication needs of the Member Agencies, and that the ERICA Project will have regional consequences 1 58, 3671
beyond the Member Agencies' geographical jurisdictions, thus encouraging participation by other governmental agencies including but not limited to the State and Federal government.
NOW THEREFORE, in consideration of the promises, terms, conditions, and covenants contained herein, the Member Agencies agree as follows:
AGREEMENT
1. CREATION OF THE ERICA, PURPOSE AND POWERS
1. 1 Creation. Pursuant to the Act, the Member Agencies hereby create the EASTERN Riverside County Interoperable Communications Authority ( the " ERICA"), a public entity separate and distinct from each of the Member Agencies. The jurisdiction of the ERICA shall be all territory within the geographic boundaries of the Member Agencies; however the ERICA may undertake any action outside such geographic boundaries as is necessary and incidental to the accomplishment of its purpose and the ERICA Project.
1. 2 Purpose. The purpose of this Agreement is to provide for the acquisition of real, personal and intangible property; and the plan ming, design, financing, regulation, permitting, environmental evaluation, public outreach, construction, operation, and maintenance of the ERICA Project, or any identifiable portion of the ERICA Project. Notwithstanding anything in this Agreement to the contrary, each Member Agency also reserves all of its rights and powers to proceed separately within its jurisdictional boundaries on any compatible public safety communications projects anticipated to become part of the ERICA Project; provided, however, that the planning, design, and construction of such projects should be consistent with the functional specifications for the ERICA Projcct or as subsequentlyamendedby the ERICA and incorporated herein by this reference.
1. 3 Powers. The ERICA shall have all powers necessary or reasonably convenient to carry out the purposes stated in Section 1.2 of this Agreement, including, but not limited to, the following:
a. To secure administrative office space and furnishings; b. To make and enter into contracts including other joint powers agreements and Non- Member Agency agreements;
c. To contract for, or employ, administrative, technical, legal and support staff, and consultants and contractors of any kind;
d. To acquire and maintain insurance of all types;
e. To leaseor subleasereal, personal and intangible property; f. To acquire, hold, or dispose of real, personal or intangible property by negotiation, dedication or eminent domain provided, however, that the power of eminent domain shall be used to acquire real, personal or intangible property of a Member Agency only with the consent of the governing body of such Member Agency;
g. To own, lease, sublease, acquire, operate, maintain and dispose of materials, supplies, and equipment of all types including, but not limited to intangible 2 593367. 1
property such as radio frequencies, software licenses, and technological innovations;
h. To plan, and to conduct environmental evaluation and other analyses in connection therewith, and design buildings, facilities or communications improvements of any kind;
i. To construct, operate, and maintain buildings, facilities or communications improvements of any kind, provided that ( i) for new buildings, facilities or communications improvements located on property owned by a public entity, the ERICA shall provide appropriate public notice of proposed action, but shall be exempt from all local land use and zoning regulations; and ( ii) for new buildings, facilities or communications improvements located on private property, the ERICA shall apply for and receive appropriate approvals under the applicable local land use and zoning regulations;
j. To accept, hold, invest (pursuantto the Act, including, without limitation, Section 6509. 5 thereol), manage, and expend monies;
k. To obtain and secure funding from any and all available public and private sourcesincluding local. state, and federal government, including but not limited to, bond issuances, leasepurchaseagreements, certificates of participation, public grants, public and private contributions, public and private loans, and other funds;
1. To incur debts, liabilities or obligations, subject to the provisions of this Agreement, provided that no debt, liability, or obligation shall constitute a debt, liability or obligation of the Member Agencies, either jointly or severally. m. Subject to applicable legal authority, to impose, levy, collect, or cause to be collected, or to receive and use, public safety communication impact or development fees on new residential, commercial, and industrial development; n_ Subject to applicable legal authority, to form one or more special assessment districts under any legal authority that exists now or in the future, including, without limitation, the Improvement Act of 1911 ( Streets & Highways Code Section 5000 et seq.), the Municipal Improvement Act of 1913 ( Streets & Highways Code Section 10000 et seq.), the Improvement Bond Act of 1915 Streets & Highways Code Section 8500 et seq.), and the Marks- Roos Local Bond Pooling Act of 1985 ( Government Code Section 6584 et seq.); o. Subject to applicable legal authority, to form one or more special tax districts under the Mello- Roos Community Facilities District Act of 1982 ( Government Code Section 53311 et seq.) or any other authority that may exist now or in the future;
p. To negotiate and enter into reimbursement agreements when monies to construct project improvements are advanced;
q. Subject to applicable legal authority, to cause taxes, assessments, user fees or charges, including a emergency response fee, to be levied in accordancewith applicable State and Federal law, and in a manner to accomplish the purposesof the ERICA;
r. To issue bonds and certificates of participation;
s. To sell or leaseany facilities for purposesof debt financing; t. To carry on technical and other investigations of all kinds necessary to further the purposes of the ERICA;
3 5933673
u. To sue and be sued;
v. To amend the Functional Specifications; and
w. To exercise all powers incidental to the foregoing including, but not limited to, contracting for servicesfrom Member Agencies, reimbursing Directors for expensesincurred as permitted by law and adopting personnelrules and regulations.
1. 4 Limitation on Imposition of Property Related Fees. Notwithstanding section
1.3, the F.RICA shall have no power to impose property related feespursuantto Proposition 218 unlesseachgoverning body of the Member Agency adoptsa resolutionconsentingto the property relatedfee prior to the Member Agency Board of Directors approval of said fee.
1. 5 Additional Powers to Be Exercised. In addition to those powers common to eachof the Member Agencies, the ERICA shall have those powers that may be conferred upon it by subsequently enacted legislation.
1. 6 Restriction on Exercise of Powers. Pursuantto Section6509 of the Act, the City of Indio is designated as the Member Agency for determination of the restrictions upon the Member Agencies in exercising the powers set forth in this Agreement.
1. 7 Debts, Liabilities and Obligations. The debts, liabilities, and obligations of the ERICA shall not constitute debts, liabilities, or obligations of the Member Agencies, either jointly or severally.
1. 8 Designated Agency Policies and Procedures. In the event that ERICA has not adopted any formal policies, procedures or regulations that may be necessaryto further the purposeof the ERICA, the City of Palm Springs policies, proceduresand regulations shall apply.
2. 0 GOVERNANCE STRUCTURE
2. 1 Member Agency Board of Directors
a. Composition. The Member Agency Board of Directors shall consist of the one (1) official of the governing body of each Member Agency ( e.g. City Council, Board of Directors, etc.), who shall be appointedby the governing body. Notwithstanding subsection 2.1 b), the Board member shall serve at the pleasureof the governing body and may be removed at any time without notice. The governing body of each Member Agency shall also appoint an alternate to serve in the absence of the appointed director. The alternate shall exercise all rights and privileges thereof in the absenceof the appointed director. Each Director and eachalternate for such Director shall serve at the pleasure of the appointing entity and may be removed and replaced at any time without notice.
b. Term. The appointee to the Member Agency Board of Directors shall serve a two ( 2) year term-
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C. Powers and Duties. The Member Agency Board of Directors shall be authorized to exercise those powers that are described in Section 1.3 of the Agreement. In addition, the MemberAgencyBoardof Directorsshall havethe following specificpowersand duties:
1. The Member Agency Board of Directors shall adopt an annual budget for the ERICA upon the recommendation of the Technical Advisory Conunittee no later than one hundred twenty ( 120) days after the first meeting of the Member Agency Board and no later than June 30th of each year thereafter.
2. The MemberAgencyBoardof Directorsshall approvenew Participating Agencies in accordancewith Sections6.0 and 8.0 of this Agreement and any other conditions of admission that the Member Board of Directors may establish from time to time.
2. 2 Technical Advisory Committee (" TAC")
a. Composition. The hechnical Advisory Committee ("TAC") shall consist of the City Manager from eachMember Agency. The City Manager may designatean alternate to serve in lieu of the City Manager at any meeting of the TAC. Alternates shall serve in the absenceof the City Managerandshallexerciseall rightsandprivilegesthereof. b. Responsibilities. The TAC shall be responsible for the operational administration of the ERICA Project and havethe following powers and duties:
1. To administer the ERICA Project in accordancewith the purposes set forth in Section 1
2. To establish within six ( 6) months of the execution of this Agreement ad hoc operational, tecludcal committees or other appropriate committees as necessary to consider and recommend system implementation issues to the Member Agency Board of Directors and the TAC.
4. To encourage other governmental and quasi-governmental agenciesincluding but not limited to the Stateand Federal government, and special districts to participate as Participating Agencies to the ERICA Project.
5. To establish policies and procedures for the voluntary transfer and/or leaseof assetsfrom Member Agency jurisdictions to ERICA including but not limited to frequencies, transmitter sites and associated equipment.
6. To enter into agreements with Member Agencies, or, in the event that a particular skill or service is unavailable from Member Agencies, with outside vendors to perform maintenance of the system.
7. To provide yearly performance review of the ERICA Project and to report thereon as directed by the Member Agency Board of Directors. 5 581. 167 1
8. To recommend an annual budget to the Member Agency Board of Directors.
9_ To recommend the addition of new participating agenciesto the Member Board of Directors.
10. To recommend the hiring of staff and retention of independent consultants, includinglegalcounsel, to theMemberAgencyBoardof Directors.
2. 3 ERICA Meetings
a. Regular Meetings. The Member .Agency Board of Directors and the TAC shall by resolutionestablishthe numberof regularmeetingsto beheld eachyearandthe date, hour andlocationat which suchregularmeetingsshall beheld; provided, that eachBoard shall meetat least onceevery year-
b. Special Meetings. Special meetings of the Member Agency Board of Directors and the TAC may be called in accordancewith the provisions of the Ralph M. Brown Act ( Government Code Section 54950 et seq.)
C. Conduct of Meetings. All meetingsof the MemberAgency Board of Directors and the TAC shall be held in accordance with the Ralph M. Brown Act Government Code Section54950 et seq.).
d. Minutes. The Secretary of the ERICA shall cause minutes of all meetingsof the Member Agency Board of Directors andthe TAC to be kept and shall, assoonas possible after each meeting, causea copy of the minutes to be forwarded to each Director, the Member Agencies, andother parties upon request.
e. Quorum. A majority of the Member Agency Board of Directors and the TAC shall constitute a quorum for the transaction of business. f. Voting. The actions of the Member Agency Board of Directors and the TAC shall requirethe affirmativevote of a majority of a quorumof the entireBoard. A quorum shall consist of at least three Board member,,,- 9- Officers. The Member Agency Board of Directors and the TAC shall elect a Chair and Vice Chair from among its membershipto presideat meetingsand shall selecta Secretarywho may, but neednot, be a Director, at the first meetingof the MemberBoardof DirectorsandtheTAC andannuallythereafter. The MemberAgencyBoardof Directorsandthe TAC may, from time to time, elect such other officers as each body shall deem necessaryor convenient to conduct the affairs of the ERICA.
h. Procedural Rules. The Member Agency Board of Directors and the TAC may adopt, from time to time, such policies, procedures, bylaws, rules and regulations for the conduct of the ERICA' s affairs as the Member Agency Board of Directors and TAC deem 6 583367. 1
necessaryandappropriate. TheMemberAgencyBoardof Directorsandthe TAC mayadoptby resolutionrulesof procedure, not inconsistentwith the provisionsof this Agreement, to govern the conduct of its meetings. Such rules of procedure shall be in accordancewith the Ralph M.
BrownAct (GovernmentCodeSection54950etseq.).
i. Political Reform Act. The Member Agency Board of Directors and the TAC anddesignatedofficials andemployees, if any, shallcomply with the Political Refoiln Act of 1974, Title 9 of the California GovernmentCode (commencingwith Section81000et seq.).
2. 4 Liability of Board, Officers and Employees. The Directors, officers, and employeesof the ERICA shall useordinary care andreasonablediligence in the exercise of their powers, and in the performanceof their dutiespursuantto this Agreement. They shall not be liable to the Member Agenciesfor any mistakeof judgment or other action made, taken, or omitted by them in good faith, nor for any action made, taken, or omitted by any agent, employee, or independent contractor selected with reasonable care, nor for loss incurred through the investment of the ER1CA' s funds, or failure to invest the same.
To the extent authorized by California law, no Director, officer, or employee of the ERICA shall be liable for anyaction made, taken, or omitted, by any othermemberof the Board, officer, or employee. No member of the Board, officer, or employee of the ERICA shall be required to give a bond or other security to guaranteethe faithful performance of his or her duties pursuant to this Agreement, except asprovided in Subsection6.d (2).
The fundsof the ERICA shall be usedto defend, indemnify, andhold harmless the ERICA and Director, officer, or employee of the ERICA for actions taken within the scope of hisor herERICA. Nothinghereinshalllimit therightof theERICAto purchaseinsuranceto provide coveragefor the foregoing indemnity.
3. 0 ERICA PROJECT FUNDING
3. 1 ERICA Implementation Costs
TheCity of Indio hasincurredreasonableattorneys' feesandothertechnicalconsulting fees to facilitate the creation of ERICA and preparation of this Agreement (" ERICA Implementation Costs"). Each Member acknowledges that these services have benefited all of the MemberAgencies. Accordingly, eachMemberagreesto reimbursethe City of Indio for a proportionalshareof the ERICA ImplementationCostswithin thirty (30) daysof the effective date of this Agreement. Each Member shall be responsible for a twenty- five percent ( 25%) share or nineteen- thousand five hundred dollars ($ 19,500) of the total ERICA Implementation Costs of seventy- eight thousand dollars ($ 78,000. 00).
3. 2 Backbone System
a. Backbone System Funding. Each Member Agency shall make a financial contribution to ERICA to allow ERICA to fund the purchaseand installation of the components 7 583367 1
described in Exhibit A to this Agreement ( the " Backbone System"). Each Member Agency shall equally sharein the costs of Backbone System (`Backbone Costs") and shall be responsible for twenty- five percent ( 25%) of the total Backbone System costs- b. Fundinti Plan. The Member Agency Board of Directors shall adopt a finding plan to facilitate the voluntary transfer of funds and/or assetsfrom eachMember Agency to ERICA to enable ERICA to timely acquire and install the Backbone System. The finding plan shall establish the specific policies and proceduresfor transferring funds in accordancewith any timeframes or payment milestones that may be established pursuant to a contract with the vendor of the Backbone System.
3. 3 Operation and Maintenance Costs
a.
Operation and Maintenance Funding. Unless otherwise determined by the Member Agency Board of Directors. each Member Agency shall be responsible for twenty- five percent( 25%) of the costsof ongoing operation andmaintenance ("O&M") of the Backbone System. The O&M costsshallincludeany ongoingcoststo leaseor purchaserealpropertyto accommodate the Backbone System.
b. O& M Budget. the Member Board of Directors shall approve an annual budget for O& M costs for the Backbone System and shall identify each Member Agency' s share of the O& M costs (" O& M Costs")- F.ach Member Agency shall pay its shareof O& M Costs within thirty ( 30) days of the Member Agency Board' s approval of the 0& M budget.
4. 0 FISCAL MATTERS
4. 1 ERICA Treasurer and Auditor. The Treasurer and Auditor of the ERICA shall be the Treasurer and Auditor of one of the Member Agencies, or a Certified Public Accountant with the powers, duties, and responsibilities specified in the Act, including, without limitation, Sections 6505 and 6505. 5 thereof. If a Certified Public Accountant is designated the Treasures of the ERICA, the auditor of one of the Member Agencies shall be designated the auditor of the ERICA. If the ERICA employs officers or employees, the Member Board of Directors may at any time appoint one or more of theseofficers or employeesto either or both of the positions of Treasurer or Auditor asprovided in the Act.
4. 2 Custodian of Property. The Treasurer and Auditor of the ERICA shall be the public officers who shall have charge of, handle, and have accessto, the ERICA' s property and shall file with the ERICA an official bond in the amount set by the Member Board of Directors.
4. 3 Independent Audit. The Member Board of Directors shall designate a certified public accountant as the independent auditor of the Authority with the powers, duties, and responsibilities specified in the Act, including, without limitation, Sections 6505 and 6505. 5. 8 5833671
4. 4 Accounts and Reports. I he Treasurer and Auditor of the ERICA shall establish and maintain such funds and accountsas may be required by generally acceptedpublic accounting practice. The books and records of the LR1CA shall be open to inspection at all reasonable times to the Member Agencies and their respective representatives. The Auditor shall. within one hundred twenty ( 120) days after the close of each fiscal year, causean independent audit of all financial activities for suchfiscal year to be preparedby the independentauditor designated pursuant to section 4.3 in accordance with Government Code Section 6505, The Auditor shall promptly deliver copies of the audit report to each member of the Board and the Member Agencies for review and consideration.
4. 5 Fiscal Year. The fiscal year of the ERICA shall be the period from July 1st of each year to and including the following June 30th.
5. 0 FEDERAL COMMUNICATIONS COMMISSION LICENSES
Federal Communications Commission (" FCC") licenses held by each Member Agency shall be co-licensed or transferred to the ERICA as the primary user in accordance with applicable FCC rules and regulations.
6. 0 NEW PARTICIPATING AGENCIES
6. 1 Approval. Subject to the approval of the Member Board of Directors. any public safety and public service agencies may participate in the ERICA (" Participating Agency")- " Public safety and public servicesagencies" shall include any law enforcement, lire service, EMS and disaster preparedness agencies, State of California Department of Transportation (" Caltrans"), Indian Tribes, and any other public agencies whose primary responsibilityis providing citizenswith services. If the governingbodyof eachMemberof the Authority approves a New Participating Agency, the Agreement shall be amended to add the New Participating Agency as a signatory to the Agreement_
6. 2 No Board Representation. A Participating Agency shall not be entitled to representation on the Member Board of Directors of Directors and the TAC.
6. 3 Participating Agency Agreement. The Member Board of Directors shall authorize access to the ERICA Project pursuant to appropriate terms and conditions of a Participating Agency Agreement. The Participation Agency Agreement shall require the Participating Agency to pay an initial one time fee to allow accessto the Backbone Systemand a recurring annual O& M fee (" Participating Agency Fee"). The Member Agency Board of Directors may establish a uniform formula for Participating Agency accessand O& M fees, or it may imposethe fee on a caseby casebasis, dependingon the particularcircumstancesof the Participating Agency' s requestto participate in ERICA.
7. 0. TERM, WITHDRAWAL AND TERMINATION.
7. 1 Term and Termination. This Agreement shall be effective as of the date first above written. It shall remain in effect until the purpose stated in Section I of this Agreement is 9 583367 1
fully accomplished, or until terminatedby the voteof a majority of the governingbodiesof the Member Agencies; provided, however, that this Agreement may not be terminated, and no Member Agency may withdraw its membership, until ( a) all bonds or other instruments of indebtednessissuedby the ERICA and the interestthereon, if any, havebeenpaid in full or provision has been made for payment in full and (b) all outstanding obligations and liabilities of the ERICA have been paid in full or provision has been made for payment in full.
7. 2 Withdrawal by Member Agencies. Subject to the restriction on withdrawal set forth in Section8.1, MemberAgenciesmaywithdrawfrom the ERICA by giving the following notice: ( a) Member Agencies who do not provide infrastructure to the ERICA Project shall provide ninety ( 90) days advance written notice of intent to withdraw from the ERICA to the Chairperson of the Member Agency Board of Directors; ( b) Member Agencies who provide infrastructure to the ERICA Project, shall provide twelve ( 12) months advancewritten notice of intent to withdraw from the ERICA to the Chairperson of the Member Agency Board of Director' s.
7. 3 Disposition of Property upon Termination. In the event of termination of the ERICA pursuantto Section8.1hereinandwheretherewill be a successorpublic entity which will carry on the functions of the ERICA and assume its assets and liabilities, the assets of the ERICA shall be transferred to the successorpublic entity. If upon termination, there is no successor public entity which will carry on the functions of the ERICA and assume its assets, the assetsshall be returned to the Member Agencies as follows: ( a) all real property and any improvementsthereonshall be conveyedto the Memberwhich ownedthe propertyprior to the formation of the ERICA, and (b) all other assets shall be divided amon- the Member Agencies in proportion to their respective contributions during the term of this Agreement. If upon termination, there is a successor public entity which will carry on some of the functions of the ERICA and assumesome of the assets, the ER1CA's Member Agency Board of Directors shall allocate the assetsbetweenthe successorpublic entity and the Member Agencies.
8. 0 AMENDMENTS; ADDITIONS OF PARTICIPATING AGENCIES
8. 1 Amendment. The Member Agency Board of Directors may amend the Agreement in writing from time to time. If any bonds or other instruments of debt of the ERICA are outstanding and unpaid, or funds are not otherwise set aside for the payment or redemption thereofin accordancewith the termsof any bondsor other forms of debt financing and the documentation relating thereto, this Agreement shall not be amended, modified or otherwise revised, changedor rescinded, if suchaction would (a) materiallyandadverselyaffect (1) the rating of bonds or other forms of debt financing issued by the ERICA, or ( 2) bondholders holding such bonds, or (b) limit or reduce the obligations of the Member Agencies to make, in the aggregate, the payments under the Funding Plait which are for the benefit of the owners of the bonds
8. 2 New Participating Agencies. The addition of any public safety and public services agencies as a Participating Agency to the ERJCA shall become effective upon: ( i) the execution on behalf of such agency a separateParticipating Agency Agreement and the delivery 10 593367 1
of such executed agreement to the TAC; and, ( ii) the adoption of a resolution of the TAC admitting that agency to the ERICA as a Non- Member Agency.
9. 0 INDEMNIFICATION.
The ERICA shall acquire such insuranceprotection as is necessaryto protect the interest of the ERICA and its Member Agencies. The ERICA shall assumethe defenseof and indemnify and hold barmlessthe Member Agencies and their governing bodies, officers, agents, and employeesfrom all claims, losses, damages, costs, injury, and liability of every kind, nature, and description directly or indirectly arising from the performance of any of the activities of the ERICA or the activities undertakenpursuantto this Agreement.
10. 0 MISCELLANEOUS PROVISIONS
10. 1 Notice of Agreement. Within thirty ( 30) days after this Agreement becomeseffective, the City of Indio shall file with the Secretaryof Statethe notice of Agreement required by Section 6503. 5 of the Act.
10. 2 Successors: Assignment. This Agreement shall be binding upon and shall inure to the benefit of the successorsof the Member Agencies. No Member Agency may assign any rights or obligations hereunder without the unanimous consent of the governing bodies of the other Member Agencies; provided, further, that no such assignment may be made if it would materially and adversely affect (a) the rating of bonds issued by the ERICA, or (b) bondholders holding such bonds.
10. 3 Notices. Any notices to Member Agencies required by this Agreement shall be delivered or mailed, U- S, first class, postage prepaid, addressed as follows:
City of CathedralCity
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attn: City Manager
City of Desert Not Springs
65- 950 Pierson Blvd.
Desert Hot Springs, CA 92240
Attn: City Manager
City of Indio
100 Civic Center Mall
Indio, California 92201
Attn: City Manager
11 93167 1
City of Palm Springs
3200 EASTERN Tahquitz Canyon Way
Palm Springs, California 92262
Attn: City Manager
Notices under this Agreement shall be deemedgiven and received at the earlier of actual receipt. or the second business day following deposit in the United States mail. as required above. Any Member Agency may amend its address for notice by notifying the other Member Agencies pursuant to this Section.
10. 4 Severability. Should any part, term, or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be renderedunenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby.
10. 5. Liberal Construction. The provisions of this Agreement shall be liberally construed as necessary or reasonably convenient to achieve the purposes of the ERICA.
10. 6 Headings. The headings used in this Agreement are for convenience only and have no effect on the content, construction, or interpretation of the Agreement_
10. 7 Counterparts. This Agreement may be executed in any number of counterparts, and by different parties in separatecounterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
10. 8 Agreement Complete. The foregoing constitutes the full and complete Agreement of the parties. There are no oral understandings or agreements not set forth in writing above. Any such agreementsmergeinto this Agreement.
10.9 Arbitration. Any controversy or claim between any two or more Member Agencies, or betweenany such Member Agency or Member Agencies and the ERICA, in respect to the ) RICA' s operations, or to any claims, disputes, demands, differences, controversies, or misunderstandingsarising tinder, out of, or in relation to this Agreement, shall be submitted to and determined by arbitration. To the extent not inconsistent herewith, the rules of the American Arbitration Association shall apply. The Member Agency desiring to initiate arbitration shall give notice of its intention to arbitrate to every other Member Agency and the ERICA. Such notice shall designate as " respondents" such other Member Agencies as the initiating Member Agency intends to have bound by any award made therein. Any Member Agency not so designatedbut which desiresto join in the arbitration may, within ten (10) daysof service upon it of such notice, file a responseindicating its intention to join in andto be bound by the results of the arbitration, and further designating any other Parties it wishes to name as a respondent.
Within twenty ( 20) days of the service of the initial demand for arbitration, the American Arbitration Association, hereinafter referred to as " AAA." shall submit simultaneously to the initiating and to all Partiesnamedas respondentsor filing a responsetherein, an identical list of names and personschosen from AAA National Panel of Arbitrators which persons shall be, to 12 5833671
the extent possible, personsfirst in the field of transportationas well as public law. Each Member Agency to the dispute shall haveseven (7) days from the mailing date in which to cross off any namesindicating the order of his or her preference, and return the list within such time period, all personsnamed therein shall be deemedacceptable. From among the personswho have been approved on both lists, in accordancewith the designatedorder of mutual preference, the AAA shall invite the acceptance of an arbitrator to serve. If the Parties fail to agree upon one of the persons named, the acceptable arbitrator is unable to act, or if for any other reason the appointment cannot be made from the submitted list, the AAA shall havethe power to make the appointment of the arbitrator from other members of the panel without the submission of any additional list.
The arbitrator shall proceed to arbitrate the matter in accordancewith the provisions of Title 9 of Part 3 of the Code of Civil procedure.
IN WITNESS WHEREOF, the Member Agencies have entered into this Agreement effective on the date first above written.
SIGNATURE PAGES TO FOLLOW
13 533367. 1
CITY OF IND1O, a political subdivision of
the State of California
Dated: / 43 Q4 By:
ube Ramos Watson
Mayor
SIGNED AND CERTIFIED THAT A COPY OF
THIS DOCUMENT HAS BEEN DELIVERED
TO THE CHAIRMAN OF THE/ BOARD
l trc W L
Ci / Clerk, Indio
County of Riverside, California
APPROVED AS TO FORM:
Edward Z. Kotkin, Esq.
City Attorney
By:
Dated: 27h`g
16 583367 1
CITY OF CATHEDRAL CITY, a political
subdivision of the State of California
Dated: By*
Ma
SIGNED AND CERTIFIED THAT A COPY OF
THIS DOCUMENT HAS BEEN DELIVERED
TO TIACHAIR> 1AN OF THE BOARD
X 4 Ir 4'2'_
City Clerk, Cathedral City
County of Riverside, Cali fomia
APPROVED AS TO FORM:
Charles R. Green, Esq.
City Attorney
By:
Dated: I_ —
14 58$ 36] 1
CITY OF DESERT HOT SPRINGS, a
political subdivision of the State of
Califomia
Dated:
xYuonneParks
SIGNED AND CERTIFIED THAT A COPY OF Mayor
THIS DOCUMENT HAS BEEN DELIVERED
TO THE CHAIRMAN OF THE BOARD
J
City Clerk, Hot Springs
County of Riverside, California
APPROVED AS TO FORM:
Ruben Duran
City Attorney
By:_
Dated:
15 583367. 1
CITY Or PALM SPRINGS, a political
subdivision of the State of California
Dated:
David H. Ready—,---`
City Manager
sli; N; D•AND CERTIFIED THAT A COPY OF
THIS DOCUMENT HAS BEEN DELIVERED
TO THE CHAIRMAN Of T14E BOARD
y Clerk, PaIm Springs
County of Riverside, California pPPROUCpBY{CITYCOUNCIL
jD•Ord JFJ P1
APPROVED AS TO FORM:
Douglas C. Holland, Esq.
CityAttonieyA
By:
Dated:
17 583367. 1
EXHIBIT A
ERICA BACKBONE SYSTEM
A. MASTER SITE AND SIMULCAST PRIME SITE ( LOCATED AT INDIO PD) Redundant Zone Controller
Core Routers
LAN Switches ( Redundant)
GCM 8000 Comparators
C,PS Time and Frequency Standard
System Network Management ( One SNM Located at Each City) Workstation Terminals
Zone Database and User Configuration Server Licenses
Dynamic Reports
Zone Historical Report
Basic Radio Control Manager
Zonewatch Grid and Control
Affiliation User Report
User Network ConGgurator
Zone Manager Configuration
Unified Event Manager
Security Partitioning
Alphanumeric Paging
Core Security Management Server( CSMS)
Out- of- Band Management Terminal Server
Microwave System
Monitored Hot- Standby Microwave Radio Links
Indio PD Site to Indio Hill Site
Indio Hill Site to Edom Hill Site
Edom Hill Site to Palm Springs PD Site
Edom Hill Site to Cathedral City Site
FarScan Microwave Network Management System Terminals
Indio PD Site
18 5833671
Cathedral City PD Site
B. REMOTE SIMULCAST SITE—( LOCATED AT EDOM HILL)
Eleven Channel Remote Simulcast Site
GTR 8000 Base Radios
GCP 8000 Simulcast Site Controllers ( Redundant)
Site Routers ( Redundant)
LAN Switches
GPS Time and Frequency Standard
Receive Muhicoupler
Transmit Six Channel Combiner
Transmit RF Antenna Network
Receive RF Antenna Network
DC Power System
Monitored IIot- Standby Microwave Radios
Microwave Link to Indio Hill
Microwave Link to Palm Springs PD
Microwave Link to Cathedral City PD
C. REMOTE SIMULCAST SITE— ( LOCATED AT INDIO HILL) Eleven Channel Remote Simulcast Site
GTR 8000 Base Radios
GCP 8000 Simulcast Site Controllers ( Redundant)
Site Routers ( Redundant)
LAN Switches
GPSTime andFrequency Standard
Receive Multicoupler
Transmit Six Channel Combiner
Transmit RF Antenna Network
Receive RF Antenna Network
DC Power System
Monitored Hot- Standby Microwave Radios
Microwave Link to Ldom Hill
Microwave Link to Indio PD
19 583367 1