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HomeMy WebLinkAboutStaff Report 3.E 02/24/2020DATE: TO: FROM: SUBJECT Agenda Item #3.E February 24, 2020 Honorable Mayor and Members of the City Council through City Manager Ken Savano, Chief of Police Resolution Adopting an Amended and Restated Joint Powers Agreement for the Sonoma County Public Safety Consortium Dated March 1, 2020 RECOMMENDATION Staff is recommending the adoption of a Resolution for an Amended and Restated Joint Powers Agreement for the Sonoma County Public Safety Consortium dated March 1, 2020. The Board of Directors for the Sonoma County Public Safety Consortium, a Joint Powers Authority, is recommending each member agency adopt an Amended and Restated Joint Powers Agreement for the Sonoma County Public Safety Consortium. DISCUSSION The Sonoma County Public Safety Consortium (SCPSC) is a separate public entity consisting of the City of Cotati, City of Petaluma, City of Rohnert Park, City of Sonoma, Town of Windsor, County of Sonoma, Sonoma County Junior College District, Sonoma State University and the Redwood Empire Dispatch and Communications Authority (REDCOM). The Sonoma County Public Safety Consortium was formed on July 1, 2008 for the purpose of providing an integrated public safety communication and data management system, which initially included Computer Aided Dispatch (CAD), Records Management System (RMS), and Mobile Data Computers (MDC) technology. Since its inception, SCPSC has continued to operate, maintain, and improve its public safety communication and data management systems through the CAD/RMS/MDC, and has acquired and operated new and related technologies and services. In September 2017, the SCPCS held a Strategic Planning Session to review the current status of operations, identify strengths and opportunities, and develop strategic goals. Over time the JPA membership has grown, new and related technologies have emerged, and the benefits of a strong collaboration among our public safety agencies was evident. It was decided that given the maturity of the organization, it would be prudent to modify the staffing structure and hire an Executive Director to provide leadership, administrative support, and to oversee the day to day operations. A part-time Executive Director was hired in July 2018. In April 2019, SCPSC held another Strategic Planning Session to review the governance structure and develop a mission, vision, and values statement. The planning session revealed that the Executive Director was handling many of the duties and responsibilities previously handled by JPA subcommittees, so the need to modify the governance structure to better align with the new staffing model, while ensuring proper oversight, management, and efficiency of operations, was identified as a priority. These changes require the JPA agreement to be amended and approved by the members' governing bodies. Working with SCPSC Legal Counsel, an Amended and Restated Joint Powers Agreement was drafted. The most significant change pertains to the structure of the Board of Directors and governance, which is summarized below. The SCPSC will be governed by a Board of Directors. Each city/town member, the County of Sonoma, and REDCOM are entitled to appoint one Director each. Each city/town shall appoint their manager and the County shall appoint the Sheriff. In addition, one (1) Alternate Director, as defined below, shall serve a two (2) year term on the Board. Member agencies that are not entitled to appoint a Director are authorized to appoint an Alternate Director. One Alternate Director shall be appointed to the Board for a two (2) year term as indicated above, but all Alternate Directors shall have the right to receive notice of Board meetings and materials and they may participate in, but not vote at, all Board meetings. The appointed Director or Alternate Director may delegate their official duties to another individual provided that individual maintains the appropriate job classification within their respective organizations as outlined in the JPA agreement (city managers, public safety chiefs, chairperson of other JPAs, etc). If a Director or the appointed Alternate Director is unable to attend a Board meeting, then an Alternate Director shall be selected on a rotating basis from the list of Alternate Directors to serve/vote at that meeting. Given the new Board structure and staffing model, the Oversight Committee, Management Advisory Group, and Joint Operations Advisory Group were eliminated. Similar committees may be formed by the Executive Director as needed to ensure operational or organizational efficiency. In addition, the Amended and Restated JPA agreement made the following, less substantive, changes: Provides clarification of the process of adding a new member. New members will be required to submit a resolution from their governing body authorizing them to join and be bound by the JPA agreement. If the Board of Directors would like to consider a tax measure to fund the SCPSC, the Amended and Restated JPA agreement requires at least two-thirds (2/3) of the governing bodies of the Members provide authorization prior to any action. Provides clarification of the role and responsibility of the Executive Director, including, but not limited to: • Identification as an Officer of the SCPSC and requirement to file a bond. • Identification as the Purchasing Agent and establishes the Purchasing Authority, Contracting Authority and Procurement process including, but not limited to: o Approved Budget Items —up to $100,000 can be approved by Exec Director o Any item more than $100,000 must be approved Board. o Clarification of the Competitive Bidding Process ■ Up to $5k — No process required ■ $5k -$30K — A minimum of 3 quotes verbally, email, or fax ■ $30k-$ 1 00 — Written RFP ■ Over $ 1 00 — Written RFP for sealed or automated bids ■ Exclusions to this process clearly identified The Amended and Restated JPA agreement provides clarification of the budget process including, but not limited to: • Cost Allocation Methodology presented to Board during 1,t quarter of the fiscal year • Draft preliminary budget presented to Board at the V meeting after January lst • Final budget adopted by March 3 Pt The SCPSC JPA is a public agency that complies with open government and Brown Act public meetings rules and procedures. The City of Petaluma membership in the SCPSC JPA was previously authorized by the City Council in 2008. FINANCIAL IMPACTS The fiscal impact for Petaluma with the approved and adopted SCPSC JPA FYI 9/20 budget was $423,632. On January 16, 2020 SCPSC JPA Board of Directors approved and adopted the FY20/21 budget with a financial impact to the City of Petaluma in the amount of $428,329. These expenditures are included in the Police Department budget from the General Fund. ATTACHMENTS 1. Resolution 2. Restated and Amended Sonoma County Public Safety Consortium Joint Powers Authority - Clean. 3. Restated and Amended Sonoma County Public Safety Consortium Joint Powers Authority - Redline 4. Sonoma County Public Safety Consortium JPA By -Laws — Clean 5. Sonoma County Public Safety Consortium JPA By -Laws — Redline ATTACHMENT 1 RESOLUTION OF THE PETALUMA CITY COUNCIL ADOPTING AN AMENDED AND RESTATED JOINT POWERS AGREEMENT FOR THE SONOMA COUNTY PUBLIC SAFETY CONSORTIUM DATED MARCH 1, 2020 :1• WHEREAS, the Joint Powers Agreement Establishing a Separate Public Agency to Operate and Maintain a Public Safety Communication System in Sonoma County (the "Original JPA Agreement") was entered into by the following members effective on July 1, 2008: City of Cotati, City of Petaluma, City of Rohnert Park, City of Santa Rosa, City of Sonoma, Town of Windsor, County of Sonoma, Sonoma County Junior College District, and Redwood Empire Dispatch and Communications Authority, a joint powers authority agency ("REDCOM"), all of which are collectively referred to herein as "Members". WHEREAS, through the Original Agreement, the Members created the Sonoma County Public Safety Consortium ("SCPSC"), a Joint Powers Authority entity separate and apart from its Members (as defined in California Government Code Sections 56047.7 and 6507). WHEREAS, the Original Agreement also provided a process by which new members could join the SCPSC, and pursuant to that process, Sonoma State University became a Member of the SCPSC effective December 7, 2017. WHEREAS, the purpose of establishing the SCPSC was to provide for its Members' integrated public safety communications and data management systems, which initially included Computer Aided Dispatch ("CAD"), Records Management System ("RMS"), and Mobile Data Computing ("MDC") technology. WHEREAS, since its inception, SCPSC has continued to operate, maintain, and improve its public safety communication and data management systems through the CAD/RMS/MDC, and has acquired and operated new related technologies and services (collectively, the "SYSTEMS"). WHEREAS, the Members of the SCPSC wish to amend and restate the provisions of the Original Agreement to allow SCSPC to continue its mission of providing public safety communications and data management systems, as well as new and related technologies and services, pursuant to the provisions of the JPA Act. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the City Council of the City of Petaluma does hereby adopt this Amended and Restated Joint Powers Agreement for the Sonoma County Public Safety Consortium Dated March 1, 2020 ("Agreement") pursuant to the provisions of the Joint Exercise of Powers Act, Title 1, Division 7, Chapter 5, Article 1, Sections 6500, et seq., of the California Government Code (the "JPA Act"), for the joint exercise of powers among the parties hereto, and amends and restates the original Joint Powers Agreement effective July 1, 2008. 4 ATTACHMENT 2 AMENDED AND RESTATED JOINT POWERS AGREEMENT FOR THE SONOMA COUNTY PUBLIC SAFETY CONSORTIUM DATED MARCH 1, 2020 This Amended and Restated Joint Powers Agreement for the Sonoma County Public Safety Consortium Dated March 1, 2020 ("Agreement") is made and entered into pursuant to the provisions of the Joint Exercise of Powers Act, Title 1, Division 7, Chapter 5, Article 1, Sections 6500, et seq., of the California Government Code (the "JPA Act"), for the joint exercise of powers among the parties hereto, and amends and restates the original Joint Powers Agreement effective July 1, 2008, as set forth below. RECITALS A. The Joint Powers Agreement Establishing a Separate Public Agency to Operate and Maintain a Public Safety Communication System in Sonoma County (the "Original JPA Agreement") was entered into by the following members effective on July 1, 2008: City of Cotati, City of Petaluma, City of Rohnert Park, City of Santa Rosa, City of Sonoma, Town of Windsor, County of Sonoma, Sonoma County Junior College District, and Redwood Empire Dispatch and Communications Authority, a joint powers authority agency ("REDCOM"), all of which are collectively referred to herein as "Members". B. Through the Original Agreement, the Members created the Sonoma County Public Safety Consortium ("SCPSC"), a Joint Powers Authority entity separate and apart from its Members (as defined in California Government Code Sections 56047.7 and 6507). C. The Original Agreement also provided a process by which new members could join the SCPSC, and pursuant to that process, Sonoma State University became a Member of the SCPSC effective December 7, 2017. D. The purpose of establishing the SCPSC was to provide for its Members integrated public safety communications and data management systems, which initially included Computer Aided Dispatch ("CAD"), Records Management System ("RMS"), and Mobile Data Computing ("MDC") technology. E. Since its inception, SCPSC has continued to operate, maintain, and improve its public safety communication and data management systems through the CAD/RMS/MDC, and has acquired and operated new related technologies and services (collectively, the "SYSTEMS"). F. The Members of the SCPSC wish to amend and restate the provisions of the Original Agreement to allow it to continue its mission of providing public safety communications and data management systems, as well as new and related technologies and services, pursuant to the provisions of the JPA Act. 1 NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Members and parties hereto agree as follows: AGREEMENT Amended and Restated Agreement. The purpose of this Agreement is to modify and amend the Original Agreement with respect to matters relating to governance, administration, and the operations of the SCPSC. The terms and provisions of this Agreement replace the Original Agreement in its entirety. Unless expressly stated herein, this Agreement does not affect any of the SCPSC's contracts, debts, revenues, claims, obligations, actions, policies, procedures, or bylaws that pre -date this Agreement, which will continue to remain in full force and effect in accordance with their tenns and/or applicable law. 2. Continuation of the SCPSC as a Joint Powers Authority Entity. The parties to the Original Agreement created the SCPSC as a distinct public entity, separate and apart from the parties to that agreement, pursuant to the provisions of the JPA Act (Government Code Section 6506). It is the intent of the Members that, under this Agreement, the SCPSC shall continue as a distinct and separate public entity under the JPA Act and other applicable law. 3. Purpose of the SCPSC. The SCPSC shall continue to be responsible for operating, maintaining, improving, and expanding the SYSTEMS, as well as adopting new technologies and integrating new services, and providing its Members and clients with access thereto. 4. Limitation of Joint and Several Liabilitv. Except as provided in Government Code Section 895.2, the debts, liabilities, and obligations of the SCPSC shall not be the debts, liabilities, or obligations of any of its Members. 5. Powers and Duties. a. Exercise of Powers. The SCPSC shall have the authority to exercise the following powers common to its Members and as pennitted under the JPA Act, including but not limited to the following: to make and enter contracts; employ agents and employees; obtain legal, financial, technical, or other services; acquire, hold, manage, transfer and/or dispose of property; incur debts, liabilities and obligations in its own name; the right to sue and be sued in its own name; and all other powers identified in Section 7.b, below. b. Restrictions on Exercise of Powers. Pursuant to the JPA Act (Government Code Section 6508 and 6509), all common powers exercised by the SCPSC shall be exercised in a manner consistent with, and subject to, the restrictions and limitations upon the exercise of such powers as are applicable to the County of Sonoma, a general law county. 2 Power to Assess Member Fees. Pursuant to Government Code Section 6504, the SCPSC is empowered, and by this Agreement required, to assess its Members fees to finance the operations of the SCPSC in the manner set forth in this Agreement. All such powers shall be exercised as necessary to further the nature and purpose of the SCPSC in the manner provided in the JPA Act, subject only to such restrictions as set forth in this Agreement and as otherwise imposed by law. 6. Membership. Members. The Members of the SCPSC are as follows: City of Cotati, City of Petaluma, City of Rohnert Park, City of Santa Rosa, City of Sonoma, Town of Windsor, County of Sonoma, Sonoma County Junior College District, Redwood Empire Dispatch and Communications Authority, a joint powers authority agency ("REDCOM"), and California State University/Sonoma State University ("SSU"), as well as future members admitted to the SCPSC according to the provisions of this Agreement. b. Application for Membership. Non-member public agencies which provide public safety services and fall within the scope of Government Code Section 6500 may apply to the SCPSC to become members. New members may be admitted to the SCPSC upon a supermajority (2/3) vote of the Board of Directors. Other requirements for application and admission of new members to the SCPSC shall be set out in its Bylaws. Removal of Member. Any Member may be removed from the SCPSC for good cause, including but not limited to, failure to pay assessed fees, contributions or charges, failure to maintain training standards, failure to keep the SYSTEMS secure, and/or improper release of information. Such removal can be effectuated only upon a supermajority vote (at least 2/3) of the Board of Directors after providing the affected Member with at least 30 days written notice of the intended removal and an opportunity to be heard. A Member removed from the SCPSC shall be subject to the financial obligations set forth in Sub -sections (i) through (iv) of Section 13(a). 7. Board of Directors. The SCPSC shall be governed by a Board of Directors (the "Board"), pursuant to the following terms and conditions. a. Director Appointments. Directors. The following Members shall be entitled to each appoint one Director apiece to the Board: each city/town Member, the County of Sonoma, and REDCOM. In addition, one of the Alternate Directors shall also be selected to serve a 2 -year term as a Director. Director appointments are limited as follows: each city/town Member shall appoint its city/town manager to serve as its Director, 3 and the County of Sonoma shall appoint its Sheriff to serve as its Director. ii. Alternate Directors. Members not entitled to appoint a Director are authorized to each appoint one Alternate Director to the Board. Alternate Directors are non-voting members of the Board who shall have the right to receive notice of Board meetings and materials distributed to the Board, and to participate in, but not to vote at, all Board meetings. Further, in the event there are fewer than nine (9) Directors present to vote at any particular Board meeting, then Alternate Directors shall be selected on rotating basis to serve as voting Directors at that meeting to reach a total of nine (9) voting Directors. Upon selection and appointment of an Alternate Director to sit on the Board as a voting Director for the designated term or a particular meeting, that Alternate Director shall be considered a voting Director for all purposes. All requirements and procedures related to the selection of Alternate Directors to serve as voting Directors shall be set out in the SCPSC's Bylaws. iii. Categories of Officials Authorized to Serve as Directors. Only the following categories of officials are entitled to be appointed and serve as Directors and Alternate Directors to the Board: county sheriffs; chiefs of police; county administrators, city/town managers or their equivalents; chairs or executive directors of the governing boards of Joint Powers Authority entities; or executive/regional directors or commanders of other public safety agencies. iv. Delegation of Director Duties. Each Director and Alternate Director is entitled to delegate his/her official duties to another individual only if he/she is otherwise authorized to serve as a Director under subsection 7.a.iii. Any such delegation must be made on a periodic basis, rather than a meeting -to -meeting basis. Aside from this exception, authority to vote as a Director cannot be delegated to any person other than the appointed individual. b. Authority of the Board of Directors. On behalf of the SCPSC, the Board of Directors shall have the authority to take the following actions: i. Approve and adopt annual SCPSC budgets, and any modifications or amendments thereto; ii. Approve the addition or removal of member agencies; 11 iii. Create and appoint ad hoc or single -purpose committees or workgroups, and delegate responsibilities thereto; iv. Adopt Bylaws, and any modifications thereto, related to the conduct and administration of the Board of Directors, the operation of SCPSC, or delegation of duties; V. Acquire, construct, manage, maintain or operate any building, works or improvements; vi. Enter into contracts; vii. Hire agents, employees, or representatives; viii. Engage consultants or experts to provide advice or assistance; ix. Purchase, hold, or dispose of property; X. Incur debts, liabilities or obligations in accordance with the terms and provisions of Section 11, below; xi. To apply for, accept, and receive all permits, grants, loans, or other aids from any federal, state, or local public agency; xii. To impose, levy, collect or cause to be collected, to receive and use sales taxes, parcel taxes, Mello Roos taxes, revenue taxes, property taxes, special taxes, or any other type of tax or assessment, as authorized by law, provided that the governing bodies of at least two thirds (2/3) of the JPA Members provide prior authorization for such action(s); xiii. To promulgate, adopt, and enforce any ordinances, policies, rules and regulations as may be necessary and proper to implement and effectuate the terms, provisions, and purposes of this Agreement; xiv. To sue and be sued in the name of the SCPSC; and xv. To exercise all powers reasonable or necessary to accomplish the foregoing. Quorum and Voting. The Board of Directors shall not take any action without a quorum present. A quorum shall consist of at least 51% of the total number of voting Directors appointed to the Board at any one time. Except as expressly authorized herein, all actions taken by the Board of Directors shall be by majority vote (at least 51 %) of the total number of Directors authorized to vote and present at the meeting. Each of these Directors of the Board shall have one vote. Directors 5 of the Board must be present to vote, and will be considered present when appearing by telephone or video conference call (when feasible and in compliance with Government Code Section 54953(b)). d. Meetings. The Board of Directors shall hold meetings at least two times a year. Additional meetings may be called by the Chair or Executive Director on an as - needed basis. Minutes on actionable items shall be prepared and maintained. All meetings of the Board of Directors including, without limitation, regular, adjourned regular, special, and emergency meetings, shall be called, noticed and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Government Code Section 54950). Bylaws. The Board of Directors shall adopt, and modify when necessary, a set of Bylaws which shall address how the Board shall conduct its meetings and other matters regarding its operation and the administration of the SCPSC. Officers. Executive Director. An Executive Director shall be appointed by the Board of Directors to attend to the business and administrative duties of the SCPSC, and shall have the necessary authority to carry out such tasks. The Executive Director shall also have charge of and access to property of the SCPSC, and shall file an official bond in the amount of $500, pursuant to Government Code § 6505.1. SCPSC shall pay for the premium cost of the bond. b. Treasurer. The Auditor-Controller/Treasurer-Tax Collector of the County of Sonoma is appointed as the Treasurer for SCPSC pursuant to Government Code Section 6505, and shall take all such actions required therein and as otherwise required by law. C. Auditor/Controller. The Board of Directors shall appoint one of its members (or designee) to be the Auditor/Controller for SCPSC pursuant to Government Code Sections 6505 and 6505.5, for the purposes of carrying out the actions required therein, including but not limited to, authorizing disbursement of SCPSC funds pursuant to the approval of the Board of Directors. Further, the Auditor/Controller shall contract with a certified public accountant or a public accountant to perform a financial audit of SCPSC for each fiscal year of its operation. The annual financial audit shall not include an audit of operations, unless so designated by the Board of Directors. The Auditor/Controller also may, from time to time, designate another public employee or agent to act on his/her behalf with respect to the duties required herein. d. Compensation for Treasurer, Auditor/Controller. In accordance with Government Code Section 6505.5, the governing body(ies) of the same public entity(ies) as the Treasurer and/or Auditor/Controller shall determine charges to be made against SCPSC for the services of the Treasurer and/or Auditor/Controller, if any. Such 0 charges, if any, will be applied to offset assessments/contributions due from such entity(ies). 9. General Svstem Support. The Board of Directors shall select and contract with a public or private entity to perform SYSTEMS maintenance, improvement, and various support services. The entity performing General System Support for the SCPSC may be considered a third -party beneficiary under this Agreement if expressly set forth in the services contract. 10. Administrative Support. The Board of Directors may also delegate or contract for various other support services including, but not limited to, providing administrative staff support to the Board, the Executive Director, and/or any committees or sub -committees. 11. Fiscal Year and Annual Budget/Financin4. Fiscal Year. The SCPSC's fiscal year shall be the twelve (12) month period commencing each July 1, and ending June 30. b. Annual Budvet. The SCPSC shall operate under an approved fiscal year budget as adopted by its Board of Directors. It may not operate at a deficit. The entire operation of the SCPSC shall be paid through its revenues with the remainder paid by its Members. The annual or modified/amended budget shall determine the total amount of assessment required to be paid by each Member. When determining assessments, the Board of Directors shall allocate all costs fairly and equitably among the Members, and should consider usage and SYSTEMS connections, among other factors, as allocation bases. Once adopted annually for each fiscal year, the total annual budget may only be increased by supermajority (2/3) vote of the Board of Directors. Budget Elements. The Board of Directors, in adopting an annual budget, thereby fixes the assessments against the Members, which is binding thereon. The budget shall include, but is not limited to, the following components: i. Operational and Maintenance Expenses. The costs of operating and maintaining the public safety SYSTEMS, the services of the General System Support, and other approved programs and technologies shall be billed to the Members quarterly in accordance with and not to exceed the budget categories of expenditures as set forth in the annual Budget (or modifications/ amendments thereof). Members shall pay SCPSC within thirty (30) days after receipt of such invoice. SCPSC may charge interest on any past due payments at the rate of interest paid by the County of Sonoma Treasurer/Tax Collector for County departments or public entities participating in the pooled funds account for the period of time for which the payment is past due. SCPSC may proceed with the offset process for any past -due payments in accordance with Government Code Section 907. I ii. Capital Expenditures. Capital expenditures shall include the costs of original purchase of communications and computer equipment, hardware, software and other fixed asset items typically having a useful life of more than one (1) year, including equipment improvements and additions, as opposed to replacement parts for ordinary maintenance during the useful life of the capital items. All costs associated with such purchase, such as installation, shall be capitalized. Replacement of equipment at the end of its useful life shall be a capital item. Capital expenditures shall be shared by the Members as determined by the Board of Directors, except capital expenditures which are incurred for and are unique to a minority of the Members, in which case such minority shall share the expense as determined by the Board of Directors. iii. Budget Surplus or Deficit. The Executive Director shall disclose to the Board of Directors whether there is projected to be a budget surplus or deficit at the end of each fiscal year. The Board of Directors shall detennine how to address any budget surplus or deficit. 12. Term of Agreement and Termination. This Agreement shall be deemed to go into effect on March 1, 2020 (the "Effective Date"), and shall continue in full force and effect until rescinded or terminated, as set forth below. Termination of Individual Membership.. Any Member may terminate its participation in this Agreement by giving written notice to the Board of Directors not less than one hundred eighty (180) days before the beginning of the next fiscal year, which termination shall be effective only on the beginning of the next fiscal year. If a Member terminates its participation in this Agreement, it shall pay its portion of costs for which it is responsible for paying up to the date of termination. ii. Upon termination of a Member's participation in this Agreement, the Board of Directors shall determine the terms and conditions pursuant to which each Member shall retain SYSTEMS equipment or related assets acquired in connection with its participation in the SCPSC, including determining whether any compensation is owed for contributions or costs. No terminating Member is entitled to receive refunds for monies paid to SCPSC, regardless of whether such monies have been allocated or not. iii. Liquidated damages shall be assessed against any Member terminating its participation in this Agreement based on the impossibility of determining the actual damages of such termination on the SCPSC and its members. Such liquidated damages shall be in an amount equal to one hundred twenty-five percent (125%) of all monies that the Member was obligated to pay to the SCPSC during the fiscal year immediately prior to the effective date of termination. iv. Any monetary obligations assessed under this section shall be due to be paid to the SCPSC within ninety (90) days after the effective date of termination. b) Effect of Termination by Less than All Members. Termination of this Agreement by any Member shall not be construed as a completion of the purpose of this Agreement and shall not require the repayment or return to the Members of all or any part of any contributions, payments, or advances made by the Members until this Agreement is rescinded or terminated as to all Members. C) Termination of Agreement by All Members. At any time, this Agreement may be rescinded and terminated, and the SCPSC may be dissolved, by a unanimous vote of the governing bodies of all Members or a vote of all but one of the Members (i.e., a single Member cannot prevent tennination). In such an event, the remaining assets and liabilities of the SCPSC shall be apportioned among all Members according to the relative contributions made by those Members up to the point of termination, which shall be determined by the Board of Directors. 13. Consolidations, Divisions and Annexations of Members. Consolidations of Members with other Members or with non-member agencies, divisions of Members into two or more entities, and annexations of portions of Members shall have no adverse effect on the cost assessments of uninvolved Members. In the event that involved Members cannot reach an agreement with regard to adjusting cost assessments among themselves, and the Local Agency Formation Commission does not determine the cost assessments, the Board of Directors shall resolve the matter after considering and hearing the affected Members. 14. Insurance. The SCPSC shall be required to obtain insurance, or join a self-insurance program(s) in which one or more of the Members participate, appropriate for its operations. Any and all insurance coverages provided by the SCPSC, and/or any self- insurance programs joined by the SCPSC, shall name each and every Member to this agreement as an additional insured for all liability arising out of or in connection with the operations by or on behalf of the named insured in the performance of this Agreement. In addition, any insurance program shall include coverage for the General System Support services vendor contract, and the vendor shall be named as an additional insured. Minimum levels of the insurance or self-insurance program shall be set by SCPSC in its ordinary course of business. When commercially reasonable and appropriate, the SCPSC shall also require its contractors and subcontractors to obtain appropriate insurance and to name the SCPSC as an additional insured by way of express endorsement. I 15. Cooperation in Joint Defense if SCPSC and a Member are Defendants in a Lawsuit. The SCPSC and each Member shall cooperate in the defense of any claim or lawsuit arising from the performance of this Agreement or operation/maintenance of the SYSTEMS in which both the SCPSC and a Member are sued. The required cooperation shall include, but not be limited to, the following: a) Mutual exchange of all relevant non -privileged documents without the need for subpoena or formal discovery; b) When considered to be in their mutual best interest, access to all employees with relevant knowledge of the subject matter for the purpose of interviewing those employees without the need for subpoena or formal discovery; C) Early discussion between the SCPSC and a Member or Members in an attempt to reach an agreement as to the most cost-effective strategy for defense; and d) Early discussion as to whether it would be cost effective for one of the defendants to assume the defense of the other defendant in the action in an effort to avoid duplication of attorney's fees. 16. Indemnitv. The SCPSC and each of its Members agree to accept all responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless and release each other (including their respective supervisors, officers, agents, and employees) from and against any and all actions, claims, damages, disabilities, or expenses that may be asserted by any person or entity, including themselves, resulting from their own respective negligence or willful misconduct arising out of or in connection with the performance of this Agreement. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for the Members hereto or their agents under workers' compensation acts, disability benefit acts, or other employee benefit acts. 17. Property Use and Ownership.. Property owned by each of the Members and used in connection with the operations of the SCPSC shall continue to remain their own respective property throughout the term of this Agreement, unless the Member expressly transfers its ownership interests in such property to the SCPSC or another Member in writing. 18. Amendments to Agreement. Any amendments to this Agreement shall be in writing and must be approved unanimously by the governing bodies of each Member. 19. Notice of Amendment of Original Agreement. The SCPSC shall file a notice of the entry of this Agreement with the California Secretary of State (pursuant to Government Code Section 6503.5), and shall file a copy of this Agreement as well as the Original Agreement with the California Controller and the Sonoma County Local Agency Formation Commission (pursuant to Government Code Section 6503.6). In 20. Notice. Any notice required or permitted to be given under this Agreement shall be in writing. Delivery of such notice shall be conclusively taken and sufficiently given forty- eight (48) hours after deposit in the United States Mail, return receipt requested, with the postage thereon fully prepaid. Such notices shall be mailed to the Member's principal place of business. 21. Construction. To the fullest extent allowed by law, the provisions of this Agreement shall be construed and given effect in a manner that avoids any violation of statute, ordinance, regulation, or law. The Members covenant and agree that in the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. The Members acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one Member in favor of the other. The Members further acknowledge that they have each had an adequate opportunity to consult with counsel in the negotiation and preparation of this Agreement. 22. No Third Partv Beneficiaries. Except as expressly set forth herein, nothing contained in this Agreement shall be construed to create, and the Members do not intend to create, any rights in third parties. 23. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members hereto. 24. Merger. This writing is intended both as the final expression of the Agreement between the Members hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement, pursuant to Code of Civil Procedure Section 1856. 25. Authoritv and Counterparts. The signatories to this Agreement represent that they have been authorized to execute it on behalf of the governing body of their respective public agencies. This Agreement may be signed in any number of counterparts, which collectively shall be considered the Agreement. IN WITNESS WHEREOF, the Members hereto have caused this Agreement to be executed and attested by their proper officers duly authorized, as of the day and year identified below. ATTEST: COUNTY OF SONOMA Name: Title: 11 Date: ATTEST: CITY OF COTATI By: Name: Title: ATTEST: CITY OF PETALUMA By: Name: Title: ATTEST: CITY OF ROHNERT PARK By: Name: Title: ATTEST: CITY OF SANTA ROSA By: Name: Title: ATTEST: CITY OF SONOMA By: Name: Title: 12 Date: Date: Date: Date: Date: ATTEST: TOWN OF WINDSOR By: Date: Name: Title: ATTEST: REDWOOD EMPIRE DISPATCH COMMUNICATIONS AUTHORITY By: Date: Name: Title: ATTEST: SANTA ROSA JUNIOR COLLEGE DISTRICT By: Date: Name: Title: ATTEST: CALIFORNIA STATE UNIVERSITY, SONOMA STATE UNIVERSITY in Name: Title: 13 Date: ATTACHMENT 3 AMENDED AND RESTATED JOINT POWERS AGREEMENT FOR THE SONOMA COUNTY PUBLIC SAFETY CONSORTIUM DATED This Amended and Restated Joint Powers Agreement for the Sonoma County Public Safety Consortium Dated1, 20' ("Agreement") is made and entered into pursuant to the provisions of the Joint Exercise of Powers Act, Title 1, Division 7, Chapter 5, Article 1, Sections 6500, et seq., of the California Government Code (the "JPA Act"), for the joint exercise of powers among the parties hereto, and amends and restates the original Joint Powers Agreement effective July 1, 2008, as set forth below. RECITALS A. The Joint Powers Agreement Establishing a Separate Public Agency to Operate and Maintain a Public Safety Communication System in Sonoma County (the "Original JPA Agreement") was entered into by the following members effective on July 1, 2008: City of Cotati, City of Petaluma, City of Rohnert Park, City of Santa Rosa, City of Sonoma, Town of Windsor, County of Sonoma, Sonoma County Junior College District, and Redwood Empire Dispatch and Communications Authority, a joint powers authority agency ("REDCOM"), all of which are collectively referred to herein as "Members". B. Through the Original Agreement, the Members created the Sonoma County Public Safety Consortium ("SCPSC"), a Joint Powers Authority entity separate and apart from its Members (as defined in California Government Code Sections 56047.7 and 6507). C. The Original Agreement also provided a process by which new members could join the SCPSC, and pursuant to that process, Sonoma State University became a Member of the SCPSC effective December 7, 2017. D. The purpose of establishing the SCPSC was to provide for its Members integrated public safety communications and data management systems, which initially included Computer Aided Dispatch ("CAD"), Records Management System ("RMS"), and Mobile Data Computing ("MDC") technology. E. Since its inception, SCPSC has continued to operate, maintain, and improve its public safety communication and data management systems through the CAD/RMS/MDC, and has acquired and operated new related technologies and services (collectively, the "SYSTEMS"). F. The Members of the SCPSC wish to amend and restate the provisions of the Original Agreement to allow it to continue its mission of providing public safety communications and data management systems, as well as new and related technologies and services, pursuant to the provisions of the JPA Act. 1 NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Members and parties hereto agree as follows: AGREEMENT Amended and Restated Agreement. The purpose of this Agreement is to modify and amend the Original Agreement with respect to matters relating to governance, administration, and the operations of the SCPSC. The terms and provisions of this Agreement replace the Original Agreement in its entirety. Unless expressly stated herein, this Agreement does not affect any of the SCPSC's contracts, debts, revenues, claims, obligations, actions, policies, procedures, or bylaws that pre -date this Agreement, which will continue to remain in full force and effect in accordance with their terms and/or applicable law. 2. Continuation of the SCPSC as a Joint Powers Authoritv Entitv. The parties to the Original Agreement created the SCPSC as a distinct public entity, separate and apart from the parties to that agreement, pursuant to the provisions of the JPA Act (Government Code Section 6506). It is the intent of the Members that, under this Agreement, the SCPSC shall continue as a distinct and separate public entity under the JPA Act and other applicable law. 3. Purpose of the SCPSC. The SCPSC shall continue to be responsible for operating, g *improving the SYSTEMS, maintain Im rovin u, and providing its Members and clients accessdi, 4. Limitation of Joint and Several Liability. Except as provided in Government Code Section 895.2, the debts, liabilities, and obligations of the SCPSC shall not be the debts, liabilities, or obligations of any of its Members. 5. Powers and Duties. a. Exercise of Powers. The SCPSC shall have the authority to exercise the following powers common to its Members and as pennitted under the JPA Act, including but not limited to the following: to make and enter contracts; employ agents and employees; obtain legal, financial, technical, or other services; acquire, hold, manage, transfer and/or dispose of property; incur debts, liabilities and obligations in its own name; the right to sue and be sued in its own name; and all other powers identified in Section 7.b, below. b. Restrictions on Exercise of Powers. Pursuant to the JPA Act (Government Code Section 6508 and 6509), all common powers exercised by the SCPSC shall be exercised in a manner consistent with, and subject to, the restrictions and limitations upon the exercise of such powers as are applicable to the County of Sonoma, a general law county. 2 C. Power to Assess Member Fees. Pursuant to Government Code Section 6504, the SCPSC is empowered, and by this Agreement required, to assess its Members fees to finance the operations of the SCPSC in the manner set forth in this Agreement. All such powers shall be exercised as necessary to further the nature and purpose of the SCPSC in the manner provided in the JPA Act, subject only to such restrictions as set forth in this Agreement and as otherwise imposed by law. 6. Membership. a. Members. The Members of the SCPSC are as follows: City of Cotati, City of Petaluma, City of Rohnert Park, City of Santa Rosa, City of Sonoma, Town of Windsor, County of Sonoma, Sonoma County Junior College District, Redwood Empire Dispatch and Communications Authority, a joint powers authority agency ("REDCOM"), and California State University/Sonoma State University ("SSU"), as well as future members admitted to the SCPSC according to the provisions of this Agreement. b. Application for Membership. Non-member public agencies which provide public safety services and fall within the scope of Government Code Section 6500 may apply to the SCPSC to become members. New members may be admitted to the SCPSC upon a supermajority (2/3) vote of the Board of Directors. Other requirements for application and admission of new members to the SCPSC shall be set out in its Bylaws. C. Removal of Member. Any Member may be removed from the SCPSC for good cause, including but not limited to, failure to pay assessed fees, contributions or charges, failure to maintain training standards, failure to keep the SYSTEMS secure, and/or improper release of information. Such removal can be effectuated only upon a supermajority vote (at least 2/3) of the Board of Directors after providing the affected Member with at least 30 days written notice of the intended removal and an opportunity to be heard. A Member removed from the SCPSC shall be subject to the financial obligations set forth in Sub -sections (i) through (iv) of Section 13(a). 7. Board of Directors."; II u „ I; 1 !! a !!.—. . j 11:111, g.!fill 3 I ii. Alternate Directors. Members not entitled to appoint a .',': Director are authorized to each appoint one Alternate Director to the Board. Alternate Directors are non-voting members of the Board who shall have the right to receive notice of Board meetings and materials distributed to the Board, and to participate in, but not to vote at, all Board meetings. Further, in the event there are fewer than nine (9) Directors present to vote at any particular Board meeting, then Alternate Directors shall be selected on rotating basis to serve as voting Directors at that meeting to reach a total of nine (9) voting Directors. Upon selection and appointment of an Alternate Director to sit on the Board as a voting Director for the designated term or a particular meeting, that Alternate Director shall be considered a voting Director for all purposes. All requirements and procedures related to the selection of Alternate Directors to serve as voting Directors shall be set out in the SCPSC's Bylaws. Categories of Officials Authorized to Serve as Directors. Only the following categories of officials are entitled to be appointed , - and serve as Directors and Alternate Directors to the Board: county sheriffs; chiefs of police; IL°. u.n II,,; n °„u s„ city/town managers or their equivalents; chairs or executive directors of the governing boards of Joint Powers Authority entities; or executive/regional directors or commanders of other public safety agencies. irII . w k..; � II u . u ...,, � � u _. ^ Ir . -_.,; � � � , N..; : � : -r.. , + 7 I. p it Q,I'.'; ”. II„ I'i - u,''a..V,u .Ii II, .: : ^" ',, flu!'''II' fl "',IdII : 'I!'I,• „\',.� dxll !°.; a . u 11 vote as a Director cannot be delegated to any person other than the appointed individual. b. Authoritv of the Board of Directors. On behalf of the SCPSC, the Board of Directors shall have the authority to take the following actions: Approve and adopt annual SCPSC budgets, and any modifications or amendments thereto; ii. Approve the addition or removal of member agencies; iii. Create and appoint ad hoc or single -purpose committees or workgroups, and delegate responsibilities thereto; iv. Adopt Bylaws, and any modifications thereto, related to the conduct and administration of the Board of Directors, the operation of SCPSC, or delegation of duties; V. Acquire, construct, manage, maintain or operate any building, works or improvements; vi. Enter into contracts; vii. Hire agents, employees, or representatives; viii. Engage consultants or experts to provide advice or assistance; ix. Purchase, hold, or dispose of property; X. Incur debts, liabilities or obligations in accordance with the terms and provisions of Section 11, below; xi. To apply for, accept, and receive all permits, grants, loans, or other aids from any federal, state, or local public agency; xii. To impose, levy, collect or cause to be collected, to receive and use sales taxes, parcel taxes, Mello Roos taxes, revenue taxes, property taxes, special taxes, or any other type of tax or assessment, as authorized by law, provided that the governing bodies of,,,,,. N ^ Members provide prior authorization for such action(s); xiii. To promulgate, adopt, and enforce any ordinances, policies, rules and regulations as may be necessary and proper to implement and effectuate the terms, provisions, and purposes of this Agreement; xiv. To sue and be sued in the name of the SCPSC; and 5 xv. To exercise all powers reasonable or necessary to accomplish the foregoing. Quorum and Voting. The Board of Directors shall not take any action without a quorum present. A quorum shall consist of at least 51% of the total number of voting Directors appointed to the Board at any one time. Except as expressly authorized herein, all actions taken by the Board of Directors shall be by majority vote (at least 51 %) of the total number of Directors authorized to vote and present at the meeting. Each of these Directors of the Board shall have one vote. Directors of the Board must be present to vote, and will be considered present when appearing by telephone or video conference call (when feasible and in compliance with Government Code Section 54953(b)). d. Meetings. The Board of Directors shall hold meetings at least two times a year. Additional meetings may be called by the Chair or Executive Director on an as - needed basis. Minutes on actionable items shall be prepared and maintained. All meetings of the Board of Directors including, without limitation, regular, adjourned regular, special, and emergency meetings, shall be called, noticed and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Government Code Section 54950). Bylaws. The Board of Directors shall adopt, and modify when necessary, a set of Bylaws which shall address how the Board shall conduct its meetings and other matters regarding its operation and the administration of the SCPSC. Officers. Executive Director. An Executive Director shall be appointed by the Board of Directors to attend to the business and administrative duties of the SCPSC, and shall have the necessary authority to carry out such tasks. The Executive Director shall also have charge of and access to property of the SCPSC, and shall file an official bond in the amount of $500, pursuant to Government Code § 6505.1. SCPSC shall pay for the premium cost of the bond. b. Treasurer. The Auditor-Controller/Treasurer-Tax Collector of the County of Sonoma is appointed as the Treasurer for SCPSC pursuant to Government Code Section 6505, and shall take all such actions required therein and as otherwise required by law. Auditor/Controller. The Board of Directors shall appoint one of its members (or designee) to be the Auditor/Controller for SCPSC pursuant to Government Code Sections 6505 and 6505.5, for the purposes of carrying out the actions required therein, including but not limited to, authorizing disbursement of SCPSC funds pursuant to the approval of the Board of Directors. Further, the Auditor/Controller shall contract with a certified public accountant or a public accountant to perform 0 a financial audit of SCPSC for each fiscal year of its operation. The annual financial audit shall not include an audit of operations, unless so designated by the Board of Directors. The Auditor/Controller also may, from time to time, designate another public employee or agent to act on his/her behalf with respect to the duties required herein. d. Compensation for Treasurer, Auditor/Controller. In accordance with Government Code Section 6505.5, the governing body(ies) of the same public entity(ies) as the Treasurer and/or Auditor/Controller shall detennine charges to be made against SCPSC for the services of the Treasurer and/or Auditor/Controller, if any. Such charges, if any, will be applied to offset assessments/contributions due from such entity(ies). 9. General Svstem Support. The Board of Directors shall select and contract with a public or private entity to perform SYSTEMS maintenance, improvement, and various support services. The entity performing General System Support for the SCPSC may be considered a third -party beneficiary under this Agreement if expressly set forth in the services contract. 10. Administrative Support. The Board of Directors may also delegate or contract for various other support services including, but not limited to, providing administrative staff support to the Board, the Executive Director, and/or any committees or sub -committees. 11. Fiscal Year and Annual Budget/Financin4. a. Fiscal Year. The SCPSC's fiscal year shall be the twelve (12) month period commencing each July 1, and ending June 30. b. Annual Budget. The SCPSC shall operate under an approved fiscal year budget as adopted by its Board of Directors. It may not operate at a deficit. The entire operation of the SCPSC shall be paid through its revenues with the remainder paid by its Members. The annual or modified/amended budget shall determine the total amount of assessment required to be paid by each Member. When determining assessments, the Board of Directors shall allocate all costs fairly and equitably among the Members, and should consider usage and SYSTEMS connections, among other factors, as allocation bases. Once adopted annually for each fiscal year, the total annual budget may only be increased by supermajority (2/3) vote of the Board of Directors. Budget Elements. The Board of Directors, in adopting an annual budget, thereby fixes the assessments against the Members, which is binding thereon. The budget shall include, but is not limited to, the following components: i. Operational and Maintenance Expenses. The costs of operating and maintaining the public safety SYSTEMS, the services of the General System Support, and other approved programs and technologies shall be I billed to the Members quarterly in accordance with and not to exceed the budget categories of expenditures as set forth in the annual Budget (or modifications/ amendments thereof). Members shall pay SCPSC within thirty (30) days after receipt of such invoice. SCPSC may charge interest on any past due payments at the rate of interest paid by the County of Sonoma Treasurer/Tax Collector for County departments or public entities participating in the pooled funds account for the period of time for which the payment is past due. SCPSC may proceed with the offset process for any past -due payments in accordance with Government Code Section 907. ii. Capital Expenditures. Capital expenditures shall include the costs of original purchase of communications and computer equipment, hardware, software and other fixed asset items typically having a useful life of more than one (1) year, including equipment improvements and additions, as opposed to replacement parts for ordinary maintenance during the useful life of the capital items. All costs associated with such purchase, such as installation, shall be capitalized. Replacement of equipment at the end of its useful life shall be a capital item. Capital expenditures shall be shared by the Members as determined by the Board of Directors, except capital expenditures which are incurred for and are unique to a minority of the Members, in which case such minority shall share the expense as determined by the Board of Directors. iii. Budget Surplus or Deficit. The Executive Director shall disclose to the Board of Directors whether there is projected to be a budget surplus or deficit at the end of each fiscal year. The Board of Directors shall determine how to address any budget surplus or deficit. 12. Term of Agreement and Termination. This Agreement shall be deemed to go into effect on, 1 20 the "Effective Date" 0 ( ), and shall continue in full force and effect until rescinded or terminated, as set forth below. Termination of Individual Membership.. Any Member may terminate its participation in this Agreement by giving written notice to the Board of Directors not less than one hundred eighty (180) days before the beginning of the next fiscal year, which termination shall be effective only on the beginning of the next fiscal year. i. If a Member terminates its participation in this Agreement, it shall pay its portion of costs for which it is responsible for paying up to the date of termination. ii. Upon termination of a Member's participation in this Agreement, the Board of Directors shall determine the terms and conditions pursuant to which each Member shall retain SYSTEMS equipment or related assets acquired in connection with its participation in the SCPSC, including determining whether any compensation is owed for contributions or costs. No terminating Member is entitled to receive refunds for monies paid to SCPSC, regardless of whether such monies have been allocated or not. iii. Liquidated damages shall be assessed against any Member terminating its participation in this Agreement based on the impossibility of determining the actual damages of such termination on the SCPSC and its members. Such liquidated damages shall be in an amount equal to one hundred twenty-five percent (125%) of all monies that the Member was obligated to pay to the SCPSC during the fiscal year immediately prior to the effective date of tennination. iv. Any monetary obligations assessed under this section shall be due to be paid to the SCPSC within ninety (90) days after the effective date of termination. b) Effect of Tennination by Less than All Members. Termination of this Agreement by any Member shall not be construed as a completion of the purpose of this Agreement and shall not require the repayment or return to the Members of all or any part of any contributions, payments, or advances made by the Members until this Agreement is rescinded or tenninated as to all Members. C) Termination of Agreement by All Members. At any time, this Agreement may be rescinded and terminated, and the SCPSC may be dissolved, by a unanimous vote of the governing bodies of all Members or a vote of all but one of the Members (i.e., a single Member cannot prevent termination). In such an event, the remaining assets and liabilities of the SCPSC shall be apportioned among all Members according to the relative contributions made by those Members up to the point of termination, which shall be determined by the Board of Directors. 13. Consolidations, Divisions and Annexations of Members. Consolidations of Members with other Members or with non-member agencies, divisions of Members into two or more entities, and annexations of portions of Members shall have no adverse effect on the cost assessments of uninvolved Members. In the event that involved Members cannot reach an agreement with regard to adjusting cost assessments among themselves, and the Local Agency Formation Commission does not determine the cost assessments, the Board of Directors shall resolve the matter after considering and hearing the affected Members. 14. Insurance. The SCPSC shall be required to obtain insurance, or join a self-insurance program(s) in which one or more of the Members participate, appropriate for its operations. Any and all insurance coverages provided by the SCPSC, and/or any self- insurance programs joined by the SCPSC, shall name each and every Member to this agreement as an additional insured for all liability arising out of or in connection with the operations by or on behalf of the named insured in the performance of this Agreement. In addition, any insurance program shall include coverage for the General System Support I services vendor contract, and the vendor shall be named as an additional insured. Minimum levels of the insurance or self-insurance program shall be set by SCPSC in its ordinary course of business. When commercially reasonable and appropriate, the SCPSC shall also require its contractors and subcontractors to obtain appropriate insurance and to name the SCPSC as an additional insured by way of express endorsement. 15. Cooberation in Joint Defense if SCPSC and a Member are Defendants in a Lawsuit. The SCPSC and each Member shall cooperate in the defense of any claim or lawsuit arising from the performance of this Agreement or operation/inaintenance of the SYSTEMS in which both the SCPSC and a Member are sued. The required cooperation shall include, but not be limited to, the following: a) Mutual exchange of all relevant non -privileged documents without the need for subpoena or formal discovery; b) When considered to be in their mutual best interest, access to all employees with relevant knowledge of the subject matter for the purpose of interviewing those employees without the need for subpoena or formal discovery; C) Early discussion between the SCPSC and a Member or Members in an attempt to reach an agreement as to the most cost-effective strategy for defense; and d) Early discussion as to whether it would be cost effective for one of the defendants to assume the defense of the other defendant in the action in an effort to avoid duplication of attorney's fees. 16. Indemnity. The SCPSC and each of its Members agree to accept all responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless and release each other (including their respective supervisors, officers, agents, and employees) from and against any and all actions, claims, damages, disabilities, or expenses that may be asserted by any person or entity, including themselves, resulting from their own respective negligence or willful misconduct arising out of or in connection with the performance of this Agreement. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for the Members hereto or their agents under workers' compensation acts, disability benefit acts, or other employee benefit acts. 17. Proaerty Use and Ownership.. Property owned by each of the Members and used in connection with the operations of the SCPSC shall continue to remain their own respective property throughout the term of this Agreement, unless the Member expressly transfers its ownership interests in such property to the SCPSC or another Member in writing. In 18. Amendments to Agreement. Any amendments to this Agreement shall be in writing and must be approved unanimously by the governing bodies of each Member. 19. Notice of Amendment of Original Agreement. The SCPSC shall file a notice of the entry of this Agreement with the California Secretary of State (pursuant to Government Code Section 6503.5), and shall file a copy of this Agreement as well as the Original Agreement with the California Controller and the Sonoma County Local Agency Formation Commission (pursuant to Government Code Section 6503.6). 20. Notice. Any notice required or permitted to be given under this Agreement shall be in writing. Delivery of such notice shall be conclusively taken and sufficiently given forty- eight (48) hours after deposit in the United States Mail, return receipt requested, with the postage thereon fully prepaid. Such notices shall be mailed to the Member's principal place of business. 21. Construction. To the fullest extent allowed by law, the provisions of this Agreement shall be construed and given effect in a manner that avoids any violation of statute, ordinance, regulation, or law. The Members covenant and agree that in the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. The Members acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one Member in favor of the other. The Members further acknowledge that they have each had an adequate opportunity to consult with counsel in the negotiation and preparation of this Agreement. 22. No Third Partv Beneficiaries. Except as expressly set forth herein, nothing contained in this Agreement shall be construed to create, and the Members do not intend to create, any rights in third parties. 23. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members hereto. 24. Merger. This writing is intended both as the final expression of the Agreement between the Members hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement, pursuant to Code of Civil Procedure Section 1856. 25. Authoritv and Countemarts. The signatories to this Agreement represent that they have been authorized to execute it on behalf of the governing body of their respective public agencies. This Agreement may be signed in any number of counterparts, which collectively shall be considered the Agreement. 11 IN WITNESS WHEREOF, the Members hereto have caused this Agreement to be executed and attested by their proper officers duly authorized, as of the day and year identified below. ATTEST: COUNTY OF SONOMA By: Date: Name: Title: ATTEST: CITY OF COTATI By: Date: Name: Title: 12 ATTEST: CITY OF PETALUMA By: Name: Title: ATTEST: CITY OF ROHNERT PARK By: Name: Title: ATTEST: CITY OF SANTA ROSA By: Name: Title: ATTEST: CITY OF SONOMA By: Name: Title: 13 Date: Date: Date: Date: ATTEST: TOWN OF WINDSOR 0 Name: Title: 14 Date: ATTEST: REDWOOD EMPIRE DISPATCH COMMUNICATIONS AUTHORITY By: Date: Name: Title: ATTEST: SANTA ROSA JUNIOR COLLEGE DISTRICT By: Date: Name: Title: ATTEST: CALIFORNIA STATE UNIVERSITY, SONOMA STATE UNIVERSITY in Name: Title: 15 Date: ATTACHMENT 4 BYLAWS OF THE SONOMA COUNTY PUBLIC SAFETY CONSORTIUM JOINT POWERS AUTHORITY The Board of Directors of the Sonoma County Public Safety Consortium, a Joint Powers Authority entity established pursuant to Government Code Section 6500, et seq. ("SCPSC" hereinafter), hereby adopts the following as its Bylaws pursuant to the terms and provisions of the Restated and Amended Joint Powers Agreement for the Sonoma County Public Safety Consortium Dated March 1, 2020 (the "JPA Agreement" hereinafter). 1. Composition of the Board of Directors. The SCPSC Board of Directors shall be comprised of appointees by Member agencies pursuant to the terms of the JPA Agreement. 2. Selection of Alternate Directors to Serve as Votinf4 Directors. If circumstances warrant selecting one or more Alternate Directors as voting Directors pursuant to the terms of the JPA Agreement, then the Secretary of the Board shall make that selection based on an alphabetical rotation utilizing Member agency name. 3. Officers of the Board of Directors. Desiiznated Officers. The following are the designated Officers of the SCPSC Board of Directors: i. Chair of the Board. The Chair of the Board shall preside over meetings, set and prepare the agenda, and ensure that its meetings comply with the requirements of the Ralph M. Brown Act (Government Code Section 54950, et seq.). The Chair shall also be authorized to sign contracts, approve payments consistent with the approved budget, and execute other documents approved by the Board, as the authorized representative of the Board. The Chair may delegate his/her authority to act to another member of the Board of Directors or to the Executive Director. ii. Vice Chair of the Board. The Vice Chair of the Board shall perform duties of the Chair of the Board in the Chair's absence, or as otherwise designated by the Chair. The Vice Chair may delegate his/her authority to act to another member of the Board of Directors or to the Executive Director. iii. Secretary of the Board: In the event that both the Chair and Vice Chair are absent, the Secretary of the Board shall appoint a Director to perform the duties of the Chair. In addition, the Secretary of the Board shall be responsible for: (a) scheduling Board meetings, including special and emergency meetings upon consent of the Chair; (b) preparing and posting agenda for Board meetings; (c) distributing agenda and supporting materials to Board Directors and other stakeholders in sufficient time to allow them to review the written materials prior to the meeting; (d) attending all Board meetings; (e) taking, summarizing, and preserving Page 1 of 6 meeting minutes; (f) certifying official documents of the Board; and (g) maintaining official records of the Board and its actions. These duties of the Secretary shall be performed by the Executive Director, and may be delegated. b. Elected Officers. The Chair and Vice Chair of the Board shall be elected by majority vote of the Board of Directors. Officer elections shall be held at the first meeting after July 1 st of each calendar year. Terms of office shall begin with the first action following the elections and continue until the next election. The Officers may resign or may be removed from office by a majority vote of the Board at any time. A vacancy caused by death, resignation, or removal of either of these offices may be filled immediately upon a majority vote of the Board at or before the next regularly -scheduled election. 4. Board of Director Meetings. The following procedures and requirements apply to meetings of the SCPSC Board of Directors. Brown Act Compliance. All meetings will be conducted in compliance with the requirements of the Ralph M. Brown Act (Government Code Section 5490, et seq.). The time at which public comments are allowed during such public meetings, and the time limits for such comments, shall be set at the discretion of the Chair. b. Regular Meetings. The Board of Directors shall conduct regular meetings at least twice a year. By resolution, the Board shall provide the time and place for holding its regular meetings, pursuant to Government Code Section 54954. C. Conduct. Board meetings shall be conducted in an orderly fashion, and Directors shall refer to "Robert's Rules of Order" for clarification or to specify any particular procedure. Speakers shall be recognized by the Chair before making remarks. Motions may be made by any voting Director and require a second for consideration. The Chair can stop debate and call for a vote at any time. d. Notice of Absence. Directors shall notify the Executive Director at least forty- eight (48) hours in advance if they are unable to attend a Board meeting, to allow sufficient time for the selection of an Alternate Director to fill their position. 5. Formation of Committees or Sub -Committees. The Board of Directors shall have the ability to establish committees and sub -committees to advise it on matters within its authority and control, on an ad hoc or on-going basis. Once appointed, these committees or sub -committees shall elect a Chair and organize themselves as appropriate to complete their purposes. Committees and subcommittees shall be abolished by majority vote of the Board, as appropriate, or when the purpose for their formation has been satisfied. 6. Executive Director: The Board shall engage, appoint and/or employ a person to act as the Executive Director of SCPSC. Such Officer shall be responsible for ensuring that the ordinary and necessary business and administrative tasks of the SCPSC are completed, and shall be responsible for reporting to the Board of Directors as well as performing Page 2 of 6 designated tasks by it. The Executive Director shall also serve in the capacities of Secretary to the Board and the SCPSC Purchasing Agent. 7. Admission of New SCPSC Members. As set out in the JPA Agreement, qualifying non- member public agencies may apply to become members of the SCPSC through the following procedure: The applicant shall provide written notice to the Executive Director requesting to be considered for membership in the SCPSC. b. The Executive Director shall determine the proposed operational changes and financial impacts of adding such applicant as a new member, and provide such information along with a recommendation to the Board of Directors. The Board of Directors shall determine whether the applicant shall be admitted upon a supermajority (2/3) vote. Such approval is conditioned upon the approval of an amended budget, if deemed necessary to admit the applicant. d. Upon receipt of the required approval of the Board of Directors, an applicant shall be admitted as a new member to the SCPSC upon satisfying the following requirements: (i) submitting to the Executive Director a resolution signed by the applicant's governing body accepting admission as a Member of the SCPSC and authorizing execution of the JPA Agreement; (ii) signing a copy of the JPA Agreement and agreeing to be bound to all of its terms and provisions; and (iii) paying all required impact costs and other expenses related to its membership. Budget Preparation Process: The SCPSC budget shall be developed for each fiscal year (July 1st through June 30th) according to the following process. a. The Executive Director shall present the proposed cost allocation methodology recommendation (by which costs to Members shall be determined) for the next fiscal to the Board of Directors within the first quarter of the then -current fiscal year. b. The Executive Director shall present a preliminary annual budget at the first Board of Directors' meeting held after January 1st of each year. The Board of Directors shall adopt a final budget no later than March 31 st of each year, in accordance with applicable State law. 9. Billinz, Deposit, and Investment of Funds. Billing: The Board of Directors shall select an entity to prepare bills, and charge members and any contracting agencies for their allocated costs due under the JPA Agreement or other contracts. Such entity shall also be responsible for providing an accounting to the Board of Directors, and is entitled to reasonable compensation for its efforts. Page 3 of 6 10 b. Deposit and Investment of Funds: All funds received by SCPSC shall be deposited into a separate account held by the Auditor/Controller of the County of Sonoma. The Auditor/Controller has the authority to invest SCPSC funds consistent with County of Sonoma rules and policies regarding public fund investments. All interest accrued shall be used to finance operations and capital projects, per adopted cost allocation methodology. Purchasin4 and Contracting. Purchasing Ai4ent. Purchasing authority for the SCPSC shall be vested in a Purchasing Agent. The Executive Director shall serve as the Purchasing Agent, and shall have all authority vested in that office. b. Purchasing Authority: The Chair of the Board of Directors and the Purchasing Agent are authorized to sign payment requests and related contracts on behalf of the SCPSC, with or without direct Board approval, if such payments fall within the budget adopted by the Board and do not exceed an annual aggregate cost of $100,000 per vendor. For all purchases of goods and services which are anticipated to exceed $100,000, direct approval of the Board of Directors is required. The purchasing authority provided in this section does not extend to public works contracts. Competitive Bidding Process. The Purchasing Agent shall direct and verify that the proper purchasing method for goods and services is utilized, to ensure a fair and objective process, as set forth below. Purchase Amount Procedure Up to $5,000 No competitive bidding process required. $5,000 to $30,000 A minimum of three competitive quotations must be obtained either verbally, via email or fax. $30,000 to $100,000 Written Requests for Proposals will be sought from responsible vendors or contractors. Over $100,000 Written Requests for Proposals for sealed or automated bids will be posted in appropriate markets. i. Newspaper Publication Not Required. No competitive bidding process requires the solicitation of bid proposals by newspaper publication; instead, the Purchasing Agent shall utilize available methods which are reasonably calculated to provide adequate competition among industry vendors. ii. Contract Awards. Awards shall be determined by and be based upon the best proposal, which in the discretion of the Purchasing Agent is the Page 4 of 6 proposal which most adequately meets the needs of the SCPSC at the most competitive price. d. Exclusions. The following exclusions apply to the Competitive Bidding Process described above. Extension of Existinz Contracts. A competitive bidding process is not required to negotiate an extension of an existing contract for goods or services based upon satisfactory performance, though such negotiated price must be fair and reasonable. ii. Special Services. A competitive bidding process is not required for the engagement and purchase of special services, such as legal, financial, accounting, or administrative services, falling under the definition of Government Code Section 53060. Ongoing special services contracts shall be reviewed by the Executive Director no less than every three years. iii. CMAS Purchases. The SCPSC is authorized to use the California Multiple Awards Schedule (CMAS) for purchases, according to its requirements, without utilizing a competitive bidding process. iv. Ememencv Purchases. Emergency purchases do not require a competitive bidding process. Emergency purchases are limited to those immediately necessary for protection from a substantial hazard to life or property, or occasions when the Purchasing Agent is not accessible and there is an immediate need for continued operation of a SCPSC function. Every emergency purchase shall be promptly reported to the Purchasing Agent in writing and describe the facts constituting the emergency. V. Competitive Biddin,2 Provides No Benefit. If the nature of the purchase is such that a competitive bidding process would not render a value to the SCPSC, including but not limited to single or sole source suppliers, then it need not be invoked. Vi. Cooperative Purchases. The competitive bidding process is not required for cooperative purchases made with other public agencies, though the price must be competitive with comparable products offered in the marketplace. 11. Sumlus Property. The Purchasing Agent is authorized to sell, exchange, destroy, or donate to a non-profit any item of personal property he/she declares surplus to SCPSC needs. 12. Insurance Coverage. Insurance maintained on behalf of the SCPSC, as well as insurance required of its contractors and sub -contractors, if any, shall be at the highest level of insurance required by its individual Members. 13. Miscellaneous. Page 5 of 6 a. Conflict of Interest Code. The Board shall adopt a conflict of interest code and shall review and update the code periodically, as deemed necessary or otherwise required by law. b. Document Retention Schedule: The Board shall adopt a document retention schedule consistent with applicable law, and shall review and update the code periodically, as deemed necessary. Amendments. These Bylaws may be revised or otherwise amended by resolution of the Board of Directors upon a majority vote. Amei?ded Bylaws Adopted on: [DATE] Page 6 of 6 ATTACHMENT BYLAWS OF THE SONOMA COUNTY PUBLIC SAFETY CONSORTIUM JOINT POWERS AUTHORITY The Board of Directors of the Sonoma County Public Safety Consortium, a Joint Powers Authority entity established pursuant to Government Code Section 6500, et sect. ("SCPSC" hereinafter), hereby adopts the following as its Bylaws pursuant to the terms and provisions of the Restated and Amended Joint Powers Agreement for the Sonoma County Public Safety Consortium Dated 11 20 " (the "JPA Agreement" hereinafter). 1. Composition of the Board of Directors. The SCPSC Board of Directors shall be 2. Selection of Alternate Directors to Serve as Voting Directors. If circumstances warrant selecting one or more Alternate Directors as voting Directors pursuant to the terms of the JPA Agreement, then the j;:. : r: shall make that selection based on an alphabetical rotation utilizing Member agency name. 3. Officers of the Board of Directors. a. Designated Officers. The following are the designated Officers of the SCPSC Board of Directors: i. Chair of the Board. The Chair of the Board shall preside over meetings, set and prepare the agenda, and ensure that its meetings comply with the requirements of the Ralph M. Brown Act (Government Code Section 54950, et seq.). The Chair shall also be authorized to sign contracts, approve payments consistent with the approved budget, and execute other documents approved by the Board, as the authorized representative of the Board. The Chair may delegate his/her authority to act to another member of the Board of Directors or to the Executive Director. ii. Vice Chair of the Board. The Vice Chair of the Board shall perform duties of the Chair of the Board in the Chair's absence, or as otherwise designated by the Chair. The Vice Chair may delegate his/her authority to act to another member of the Board of Directors or to the Executive Director. iii. Secretary of the Board: In the event that both the Chair and Vice Chair are absent, the Secretary of the Board shall appoint a Director to perform the duties of the Chair. In addition, the Secretary of the Board shall be responsible for: (a) scheduling Board meetings, including special and emergency meetings upon consent of the Chair; (b) preparing and posting agenda for Board meetings; (c) distributing agenda and supporting Page 1 of 6 materials to Board Directors and other stakeholders in sufficient time to allow them to review the written materials prior to the meeting; (d) attending all Board meetings; (e) taking, summarizing, and preserving meeting minutes; (f) certifying official documents of the Board; and (g) maintaining official records of the Board and its actions. These duties of the Secretary shall be performed by the Executive Director, and may be delegated. b. Elected Officers. The Chair and Vice Chair of the Board shall be elected by majority vote of the Board of Directors. Officer elections shall be held at the first meeting after July Pt of each calendar year. Terms of office shall begin with the first action following the elections and continue until the next election. The Officers may resign or may be removed from office by a majority vote of the Board at any time. A vacancy caused by death, resignation, or removal of either of these offices may be filled immediately upon a majority vote of the Board at or before the next regularly -scheduled election. 4. Board of Director Meetinf4s. The following procedures and requirements apply to meetings of the SCPSC Board of Directors. Brown Act Compliance. All meetings will be conducted in compliance with the requirements of the Ralph M. Brown Act (Government Code Section 5490, et seq.). The time at which public comments are allowed during such public meetings, and the time limits for such comments, shall be set at the discretion of the Chair. b. Regular Meetings. The Board of Directors shall conduct regular meetings at least twice a year. By resolution, the Board shall provide the time and place for holding its regular meetings, pursuant to Government Code Section 54954. C. Conduct. Board meetings shall be conducted in an orderly fashion, and Directors shall refer to "Robert's Rules of Order" for clarification or to specify any particular procedure. Speakers shall be recognized by the Chair before making remarks. Motions may be made by any voting Director and require a second for consideration. The Chair can stop debate and call for a vote at any time. d. Notice of Absence. Directors shall notify the Executive Director at least forty- eight (48) hours in advance if they are unable to attend a Board meeting, to allow sufficient time for the selection of an Alternate Director to fill their position. 5. Formation of Committees or Sub -Committees. The Board of Directors shall have the ability to establish committees and sub -committees to advise it on matters within its authority and control, on an ad hoc or on-going basis. Once appointed, these committees or sub -committees shall elect a Chair and organize themselves as appropriate to complete their purposes. Committees and subcommittees shall be abolished by majority vote of the Board, as appropriate, or when the purpose for their formation has been satisfied. Page 2 of 6 6. Executive Director: The Board shall engage, appoint and/or employ a person to act as the Executive Director of SCPSC. Such Officer shall be responsible for ensuring that the ordinary and necessary business and administrative tasks of the SCPSC are completed, and shall be responsible for reporting to the Board of Directors as well as performing designated tasks by it. The Executive Director shall also serve in the capacities of Secretary to the Board and the SCPSC Purchasing Agent. 7. Admission of New SCPSC Members. As set out in the JPA Agreement, qualifying non- member public agencies may apply to become members of the SCPSC through the following procedure: a. The applicant shall provide written notice to the Executive Director requesting to be considered for membership in the SCPSC. b. The Executive Director shall determine the proposed operational changes and financial impacts of adding such applicant as a new member, and provide such information along with a recommendation to the Board of Directors. The Board of Directors shall determine whether the applicant shall be admitted upon a supermajority (2/3) vote. Such approval is conditioned upon the approval of an amended budget, if deemed necessary to admit the applicant. d. Upon receipt of the required approval of the Board of Directors, an applicant shall be admitted as a new member to the SCPSC upon satisfying the following requirements: (i) submitting to the Executive Director a resolution signed by the applicant's governing body accepting admission as a Member of the SCPSC and authorizing execution of the JPA Agreement; (ii) signing a copy of the JPA Agreement and agreeing to be bound to all of its terms and provisions; and (iii) paying all required impact costs and other expenses related to its membership. 8. Budget Preparation Process: The SCPSC budget shall be developed for each fiscal year (July 1st through June 30th) according to the following process. a. The Executive Director shall present the proposed cost allocation methodology recommendation (by which costs to Members shall be determined) for the next fiscal to the Board of Directors within the first quarter of the then -current fiscal year. b. The Executive Director shall present a preliminary annual budget at the first Board of Directors' meeting held after January Is' of each year. The Board of Directors shall adopt a final budget no later than March 31 st of each year, in accordance with applicable State law. 9. Billinz, Deposit, and Investment of Funds. Billing: The Board of Directors shall select an entity to prepare bills, and charge members and any contracting agencies for their allocated costs due under the JPA Page 3 of 6 10. Agreement or other contracts. Such entity shall also be responsible for providing an accounting to the Board of Directors, and is entitled to reasonable compensation for its efforts. b. Deposit and Investment of Funds: All funds received by SCPSC shall be deposited into a separate account held by the Auditor/Controller of the County of Sonoma. The Auditor/Controller has the authority to invest SCPSC funds consistent with County of Sonoma rules and policies regarding public fund investments. All interest accrued shall be used to finance operations and capital projects, per adopted cost allocation methodology. Purchasin4 and Contracting. Purchasing Ai4ent. Purchasing authority for the SCPSC shall be vested in a Purchasing Agent. The Executive Director shall serve as the Purchasing Agent, and shall have all authority vested in that office. b. Purchasing Authority: The Chair of the Board of Directors and the Purchasing Agent are authorized to sign payment requests and related contracts on behalf of the SCPSC, with or without direct Board approval, if such payments fall within the budget adopted by the Board and do not exceed an annual aggregate cost of $100,000 per vendor. For all purchases of goods and services which are anticipated to exceed $100,000, direct approval of the Board of Directors is required. The purchasing authority provided in this section does not extend to public works contracts. Competitive Bidding Process. The Purchasing Agent shall direct and verify that the proper purchasing method for goods and services is utilized, to ensure a fair and objective process, as set forth below. Purchase Amount Procedure Up to $5,000 No competitive bidding process required. $5,000 to $30,000 A minimum of three competitive quotations must be obtained either verbally, via email or fax. $30,000 to $100,000 Written Requests for Proposals will be sought from responsible vendors or contractors. Over $100,000 Written Requests for Proposals for sealed or automated bids will be posted in appropriate markets. i. Newspaper Publication Not Required. No competitive bidding process requires the solicitation of bid proposals by newspaper publication; instead, the Purchasing Agent shall utilize available methods which are reasonably calculated to provide adequate competition among industry vendors. Page 4 of 6 ►i, Contract Awards. Awards shall be determined by and be based upon the best proposal, which in the discretion of the Purchasing Agent is the proposal which most adequately meets the needs of the SCPSC at the most competitive price. d. Exclusions. The following exclusions apply to the Competitive Bidding Process described above. i. Extension of Existing Contracts. A competitive bidding process is not required to negotiate an extension of an existing contract for goods or services based upon satisfactory performance, though such negotiated price must be fair and reasonable. ii. Special Services. A competitive bidding process is not required for the engagement and purchase of special services, such as legal, financial, accounting, or administrative services, falling under the definition of Government Code Section 53060. Ongoing special services contracts shall be reviewed by the Executive Director no less than every three years. iii. CMAS Purchases. The SCPSC is authorized to use the California Multiple Awards Schedule (CMAS) for purchases, according to its requirements, without utilizing a competitive bidding process. iv. Emeraencv Purchases. Emergency purchases do not require a competitive bidding process. Emergency purchases are limited to those immediately necessary for protection from a substantial hazard to life or property, or occasions when the Purchasing Agent is not accessible and there is an immediate need for continued operation of a SCPSC function. Every emergency purchase shall be promptly reported to the Purchasing Agent in writing and describe the facts constituting the emergency. V. Competitive Bidding Provides No Benefit. If the nature of the purchase is such that a competitive bidding process would not render a value to the SCPSC, including but not limited to single or sole source suppliers, then it need not be invoked. vi. Cooperative Purchases. The competitive bidding process is not required for cooperative purchases made with other public agencies, though the price must be competitive with comparable products offered in the marketplace. 11. Surplus Propertv. The Purchasing Agent is authorized to sell, exchange, destroy, or donate to a non-profit any item of personal property he/she declares surplus to SCPSC needs. Page 5 of 6 12. Insurance Coverage. Insurance maintained on behalf of the SCPSC, as well as insurance required of its contractors and sub -contractors, if any, shall be at the highest level of insurance required by its individual Members. 13. Miscellaneous. Conflict of Interest Code. The Board shall adopt a conflict of interest code and shall review and update the code periodically, as deemed necessary or otherwise required by law. b. Document Retention Schedule: The Board shall adopt a document retention schedule consistent with applicable law, and shall review and update the code periodically, as deemed necessary. Amendments. These Bylaws may be revised or otherwise amended by resolution of the Board of Directors upon a majority vote. Amended Bylaws Adopted on: [DATE] Page 6 of 6